EX-10.24 6 file005.txt AMENDMENT TO THE NOVEMBER 28,2000 CREDIT AGREEMENT CONFORMED COPY AMENDMENT No. 1 AND AGREEMENT dated as of December 21, 2001 (this "Amendment"), with respect to the Credit Agreement dated as of November 28, 2000 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Metaldyne Corporation, a Delaware corporation, formerly known as MascoTech, Inc. ("Holdings"), Metaldyne Company LLC, a Delaware limited liability company, formerly known as Metalync Company LLC (the "Parent Borrower"), the Subsidiary Term Borrowers (as defined in the Credit Agreement) party thereto, the Foreign Subsidiary Borrowers (as defined in the Credit Agreement) party thereto (the Foreign Subsidiary Borrowers, together with the Parent Borrower and the Subsidiary Term Borrowers, being referred to as the "Borrowers"), the lenders from time to time party thereto (the "Lenders"), JPMorgan Chase Bank, a New York banking corporation, formerly known as The Chase Manhattan Bank, as administrative agent, collateral agent, swingline lender and issuing bank, Credit Suisse First Boston, as syndication agent, Comerica Bank, as documentation agent, First Union National Bank, as documentation agent, National City Bank, as documentation agent, and Bank One, NA, as documentation agent. A. Pursuant to the Credit Agreement, the Lenders have extended credit to the Borrowers, and have agreed to extend additional credit to the Borrowers, in each case pursuant to the terms and subject to the conditions set forth therein. B. Holdings and the Borrowers have requested that the Required Lenders agree to the terms as set forth herein and agree to amend certain provisions of the Credit Agreement as set forth herein. C. The Required Lenders are willing so to agree and to amend the Credit Agreement pursuant to the terms and subject to the conditions set forth herein. D. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement. 2 In consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows: SECTION 1. Amendments to Section 1.01. (a) The definition of the term "Additional Acquisition Indebtedness" is hereby amended by (i) deleting the text "and" immediately before clause (f) of the first sentence of such definition and replacing it with a comma, (ii) adding the text "and (g) except when the proceeds of such Indebtedness are used to prepay then outstanding Incremental Term Loans pursuant to Section 2.11(e), (i) the Convertible Debentures and any outstanding Shareholder Loans shall have been indefeasibly paid in full with proceeds from Permitted Subordinated Indebtedness and the obligations thereunder shall have been terminated and (ii) such Indebtedness shall not be incurred prior to January 1, 2003" immediately after clause (f) of the first sentence of such definition and (iii) deleting the text "and (f)" in clause (iii) of the first proviso to the second sentence of such definition and replacing it with the text ", (f) and (g)". (b) The definition of the term "Applicable Rate" is hereby amended by (i) deleting the text "3.00%" in clause (a)(i) of such definition and replacing it with the text "3.50%", (ii) deleting the text "4.00%" in clause (a)(ii) of such definition and replacing it with the text "4.50%", (iii) deleting the text "2.25%" under the captions "Category 1" and "ABR Spread" in the first table in such definition and replacing it with the text "2.75%" and (iv) deleting the text "3.25%" under the captions "Category 1" and "Eurocurrency Spread" in the first table in such definition and replacing it with the text "3.75%". (c) The definition of the term "Consolidated EBITDA" is hereby amended by (i) deleting the text "and" immediately after clause (a)(xv) of the first sentence of such definition and replacing it with a comma and (ii) adding the text "and (xvii) solely for purposes of determining compliance with Section 6.14, with respect to the fiscal quarter ending on December 31, 2001, fees paid pursuant to Section 18 of Amendment No. 1 to this Agreement" immediately after clause (a)(xvi) of the first sentence of such definition. (d) The definition of the term "Net Proceeds" is hereby amended by (i) inserting the text "(i)" immediately after the text "set forth above," in the last sentence of such definition and (ii) adding the text "and (ii) the proceeds of any sale, transfer or other disposition of 3 receivables (or any interest therein) pursuant to any European Factoring Arrangement shall constitute Net Proceeds only to the extent such proceeds can be repatriated to the United States without adverse tax consequences to the Parent Borrower or any Subsidiary" immediately after the text "deemed to constitute Net Proceeds" in the last sentence of such definition. (e) The definition of the term "Permitted Acquisition Amount" is hereby amended by deleting the first sentence of such definition and replacing it with the following sentence: "Permitted Acquisition Amount" means (a) zero at any time prior to (i) the date on which the Convertible Debentures and any outstanding Shareholder Loans are indefeasibly paid in full with proceeds from Permitted Subordinated Indebtedness and the obligations thereunder are terminated and (ii) January 1, 2003, and (b) $75,000,000 at any time thereafter. (f) The definition of the term "Prepayment Event" is hereby amended by adding the text "and a European Factoring Arrangement" immediately after the text "pursuant to a sale and leaseback transaction" in the parenthetical in clause (a) of such definition. (g) The definition of the term "Specified Permitted Unsecured Indebtedness" is hereby amended by deleting the text "250,000,000" immediately after the text "not to exceed at any time" in the first sentence of such definition and replacing it with the text "$245,000,000". (h) The definition of the term "Swingline Lender" is hereby amended by adding the text ", and Comerica Bank, in its capacity as lender of Swingline Loans hereunder. References herein and in the other Loan Documents to the Swingline Lender shall be deemed to refer to the Swingline Lender in respect of the applicable Swingline Loan or to all Swingline Lenders, as the context requires." immediately after the text "lender of Swingline Loans hereunder" in such definition. (i) The definition of the term "Total Indebtedness" is hereby amended by (i) adding the text "(i)" immediately after the text "provided further that" in such definition, (ii) adding the text ", (ii) for purposes of clause (a) above, the term "Indebtedness" shall include the aggregate principal amount of Convertible Debentures and Shareholder Loans then outstanding, without giving effect to any discounts that would reduce the amount of Convertible 4 Debentures and Shareholder Loans that would be reflected on a balance sheet as of such date on a consolidated basis in accordance with GAAP, (iii) solely for purposes of determining compliance with Section 6.14 for the testing period ending on December 31, 2001, for purposes of clause (a) above, the term "Indebtedness" shall not include Indebtedness incurred to pay the fees payable pursuant to Section 18 of Amendment No. 1 to this Agreement and (iv) solely for purposes of determining compliance with Section 6.14 for the testing period ending on December 31, 2001, "Total Indebtedness" for the fiscal quarter ending on December 31, 2001, shall be determined by deeming any prepayment of Term Loans made (x) with Net Proceeds resulting from any sale and leaseback transaction permitted under Section 6.06(b) and (y) prior to February 15, 2002, to have been made in the fiscal quarter ending on December 31, 2001" immediately after the text "in respect of the Permitted Receivables Financing" in the second proviso to such definition. (j) Section 1.01 of the Credit Agreement is hereby amended by adding the defined term "European Factoring Arrangement" in the appropriate alphabetical order to read in its entirety as follows: "European Factoring Arrangement" means any factoring arrangement entered into by the Parent Borrower or any Subsidiary with respect to accounts receivable of such entity that are held in Europe; provided that (a) the aggregate uncollected balances of such accounts receivable shall not exceed $15,000,000 at any time outstanding and (b) any such arrangement is non-recourse to the Parent Borrower and its Subsidiaries other than on a customary basis for such arrangements, such as (i) repurchases of non-eligible receivables thereunder and (ii) indemnifications for losses other than credit losses related to the receivables sold in such arrangement. SECTION 2. Amendment to Section 2.01(b). Section 2.01(b) of the Credit Agreement is hereby amended by deleting the text "250,000,000" in the last sentence of such Section and replacing it with the text "245,000,000". SECTION 3. Amendment to Section 2.11(d). Section 2.11(d) of the Credit Agreement is hereby amended by adding the text "(other than (i) a sale and leaseback transaction permitted pursuant to Section 6.06(b) and (ii) a sale, transfer or other disposition of receivables (or any interest therein) pursuant to a European Factoring Arrangement)" immediately after the text "clause (a) of the 5 definition of the term Prepayment Event" in the proviso to such Section. SECTION 4. Amendment to Section 5.01(a). Section 5.01(a) of the Credit Agreement is hereby amended by adding the text ", other than any change in the application of GAAP due solely to Holdings', the Parent Borrower's and the Subsidiaries' transition from "recapitalization accounting" to "purchase accounting"" immediately after the text "in accordance with GAAP consistently applied" in such Section. SECTION 5. Amendments to Section 6.02. Section 6.02 of the Credit Agreement is hereby amended by (a) deleting the text "and" immediately after paragraph (g) of such Section, (b) deleting the period at the end of paragraph (h) of such Section and replacing it with the text "; and" and (c) adding the following new paragraph (i) immediately after paragraph (h) of such Section: (i) Liens on equipment with an orderly liquidation value of not more than $13,000,000 securing obligations under leases expressly permitted under Section 6.06(b)(ii); provided that, with respect to each such lease, such equipment and its aggregate orderly liquidation value shall be specified on a schedule delivered to the Administrative Agent by the Parent Borrower no later than three Business Days prior to the Parent Borrower's or any Subsidiary's entering into such lease. SECTION 6. Amendment to Section 6.03(c). Section 6.03(c) of the Credit Agreement is hereby amended by deleting the text "and (vi)" in such Section and replacing it with the text ", (vi) performing its obligations under guarantees in respect of sale and leaseback transactions permitted by Section 6.06 and (vii)". SECTION 7. Amendments to Section 6.05. Section 6.05 of the Credit Agreement is hereby amended by (a) deleting the text "and" at the end of clause (j) of such Section, (b) adding the text "and" immediately after the semicolon at the end of clause (k) of such Section and (c) adding the following new clause (l) immediately after clause (k) of such Section: (l) sales of accounts receivable and related assets pursuant to a European Factoring Arrangement; SECTION 8. Amendment to Section 6.06. Section 6.06 of the Credit Agreement is hereby amended by deleting the text "and (b)" immediately following the text "permitted by Section 6.01(a)(xi)" and replacing it with the text ", 6 (b) in the case of property owned as of December 18, 2001, (i) any such sale of any fixed or capital assets that is made for cash consideration in an aggregate amount not less than the fair market value of such fixed or capital assets not to exceed $50,000,000 in the aggregate and (ii) any such sale of any fixed or capital assets that is made for cash consideration in an aggregate amount not less than an amount equal to 85% of the orderly liquidation value of such fixed or capital assets not to exceed $25,000,000 in the aggregate, so long as, in each case, the Capital Lease Obligations (if any) associated therewith are permitted by Section 6.01(a)(xi) and (c)". SECTION 9. Amendments to Section 6.08(a). Section 6.08(a) of the Credit Agreement is hereby amended by (a) adding the text "(i)" immediately after the text "provided that," in clause (vi) of such Section and (b) adding the text "and (ii) in the case of the amount due in January 2002, in respect of restricted stock granted pursuant to the Restricted Stock Obligation, Holdings may pay no more than 40% of such amount in cash, and the balance of such amount may be paid on the earlier of (A) January 1, 2003, (B) the first date following January 15, 2002, on which the Leverage Ratio is less than the applicable ratio that Holdings and the Parent Borrower are obligated to maintain at such time pursuant to Section 6.14 minus 0.50 and (C) the date on which the Convertible Debentures are refinanced or replaced" immediately after the text "shall have occurred and be continuing" in clause (vi) of such Section. SECTION 10. Amendment to Section 6.14. Section 6.14 of the Credit Agreement is hereby amended by deleting the second, third and fourth lines of the table at the end of such Section and replacing them with the following text: December 31, 2001, to September 29, 2002 5.00 to 1.00 September 30, 2002, to December 30, 2002 4.75 to 1.00 December 31, 2002, to March 30, 2003 4.25 to 1.00 SECTION 11. Amendment to Section 6.l6. Section 6.16 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: SECTION 6.16. Consolidated Lease Expense. Neither Holdings nor the Parent Borrower will permit Consolidated Lease Expense associated with Capital Expenditures to exceed 30% of Capital Expenditures for such fiscal year. SECTION 12. Amendments to the Interest Rates Specified in the Incremental Term Loan Activation Notice 7 dated as of December 15, 2000. The interest rates specified in the Incremental Term Loan Activation Notice dated as of December 15, 2000, among the Parent Borrower and the Incremental Lenders party thereto are hereby amended by (a) deleting the text "3.25%" in clause (iii)(A) of the last paragraph thereof and replacing it with the text "3.50%" and (b) deleting the text "4.25%" in clause (iii)(B) of the last paragraph thereof and replacing it with the text "4.50%". SECTION 13. Amendments to the Interest Rates Specified in the Incremental Term Loan Activation Notice dated as of June 21, 2001. The interest rates specified in the Incremental Term Loan Activation Notice dated as of June 21, 2001, among the Parent Borrower and the Incremental Lenders party thereto are hereby amended by (a) deleting the text "3.25%" in clause (ii)(A) of the last paragraph thereof and replacing it with the text "3.50%" and (b) deleting the text "4.25%" in clause (ii)(B) of the last paragraph thereof and replacing it with the text "4.50%". SECTION 14. Amendment to Security Agreement. The defined term "Excluded Assets" in Section 1.02 of the Security Agreement is hereby amended by (a) deleting the text "and" immediately before clause (c) of such definition and replacing it with a comma and (b) adding the text "and (d) assets subject to Liens expressly permitted under Section 6.02(i) of the Credit Agreement" immediately after clause (c) of such definition. SECTION 15. Agreement. The Parent Borrower hereby agrees that concurrently with the delivery of the certificate required by Section 5.01(c) in respect of the testing period ending on December 31, 2001, the Parent Borrower shall also deliver to the Administrative Agent and each Lender a certificate of a Financial Officer of the Parent Borrower, which certificate shall be accompanied by a letter from PriceWaterhouse Coopers LLP ("PWC") confirming PWC's review of such certificate, certifying the aggregate impact on Consolidated EBITDA for each fiscal quarter of the fiscal year ending on December 31, 2001, resulting from Holdings', the Parent Borrower's and the Subsidiaries' transition from "recapitalization accounting" to "purchase accounting". SECTION 16. Acknowledgment. Subject only to effectiveness of this Amendment, each of Holdings and the Parent Borrower (on behalf of itself and each of its Subsidiaries) hereby acknowledges that (a) the amount of Specified Permitted Unsecured Indebtedness that is permitted to be incurred or assumed by Holdings, the Parent Borrower or any Subsidiary pursuant to the Credit Agreement is zero 8 and (b) the amount of Incremental Term Loans that is available to be borrowed by the Parent Borrower pursuant to the Credit Agreement is zero. SECTION 17. Representations and Warranties. Each of Holdings and the Borrowers party hereto represents and warrants to the Administrative Agent and the Lenders that: (a) this Amendment has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally and except as enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (b) on the date hereof, the representations and warranties set forth in Article III of the Credit Agreement are and will be true and correct with the same effect as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date; and (c) on the date hereof, after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. SECTION 18. Amendment Fee. In consideration of the agreements of the Required Lenders contained in this Amendment, the Parent Borrower agrees to pay to the Administrative Agent, for the account of each Lender that delivers an executed counterpart of this Amendment prior to 5:00 p.m., New York City time, on December 21, 2001, an amendment fee (the "Amendment Fee") in an amount equal to an agreed upon percentage of the sum of such Lender's outstanding Term Loans and Revolving Commitments as of such date. SECTION 19. Conditions to Effectiveness. This Amendment shall become effective as of the date first above written when (i) the Administrative Agent shall have received (x) counterparts of this Amendment that, when taken together, bear the signatures of each of Holdings, the Borrowers listed on Schedule 1 hereto and the Required Lenders and (y) the Amendment Fees and (ii) a certificate of an officer of the Parent Borrower shall have been delivered to the Administrative Agent to the effect that the 9 representations and warranties set forth in Section 17 hereof are true and correct. SECTION 20. Credit Agreement. Except as specifically provided hereby, the Credit Agreement and the other Loan Documents shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date hereof, any reference to any Loan Document shall mean such Loan Document as modified hereby. This Amendment shall be a Loan Document for all purposes. SECTION 21. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 22. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. Delivery of an executed signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. SECTION 23. Headings. The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment. 10 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 written above. METALDYNE CORPORATION, by /s/ Timothy D. Lelliette ----------------------------- Name: Timothy D. Lelliette Title: Officer METALDYNE COMPANY LLC, by /s/ Timothy D. Lelliette ----------------------------- Name: Timothy D. Lelliette Title: Officer THE SUBSIDIARIES LISTED ON SCHEDULE 1 HERETO, by /s/ Timothy D. Lelliette ----------------------------- Name: Timothy D. Lelliette Title: Officer JPMORGAN CHASE BANK, individually and as Administrative Agent, Collateral Agent and Swingline Lender, by /s/ Rick W. Duker ----------------------------- Name: Rick W. Duker Title: Vice President 11 CREDIT SUISSE FIRST BOSTON, individually and as Syndication Agent, by /s/ Mark E. Gleason -------------------------------------- Name: Mark E. Gleason Title: Director by /s/ Ian W. Nalitt -------------------------------------- Name: Ian W. Nalitt Title: Associate COMERICA BANK, individually and as Documentation Agent and Swingline Lender, by /s/ Heather M. Hollidge ------------------------------------- Name: Heather M. Hollidge Title: Associate FIRST UNION NATIONAL BANK, individually and as Documentation Agent, by /s/ Frederick E. Blumer -------------------------------------- Name: Frederick E. Blumer Title: Vice President NATIONAL CITY BANK, individually and as Documentation Agent, by /s/ Russell H. Liebetrau, Jr. -------------------------------------- Name: Russell H. Liebetrau, Jr. Title: Senior Vice President 12 BANK ONE, NA, individually and as Documentation Agent, by /s/ William J. Maxbauer -------------------------------------- Name: William J. Maxbauer Title: Director 13 SIGNATURE PAGE TO AMENDMENT NO. 1 AND AGREEMENT DATED AS OF DECEMBER 21, 2001, WITH RESPECT TO THE CREDIT AGREEMENT DATED AS OF NOVEMBER 28, 2000, AMONG METALDYNE CORPORATION, METALDYNE COMPANY LLC, THE SUBSIDIARY TERM BORROWERS, THE FOREIGN SUBSIDIARY BORROWERS, THE LENDERS, JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT, COLLATERAL AGENT, SWINGLINE LENDER AND ISSUING BANK, CREDIT SUISSE FIRST BOSTON, AS SYNDICATION AGENT, COMERICA BANK, AS DOCUMENTATION AGENT, FIRST UNION NATIONAL BANK, AS DOCUMENTATION AGENT, NATIONAL CITY BANK, AS DOCUMENTATION AGENT, AND BANK ONE, NA, AS DOCUMENTATION AGENT. NAME OF INSTITUTION: BLUE SQUARE FUNDING SERIES 3 By: Bankers Trust Company, as Trustee by /s/ Susan Anderson ------------------------------------- Name: Suan Anderson Title: Assistant Vice President ELF FUNDING TRUST I By: Highland Capital Management, L.P. As Collateral Manager by /s/ Todd Travers ------------------------------------- Name: Todd Title: Senior Portfolio Manager 14 EMERALD ORCHARD LIMITED by /s/ Dana Schwalie ------------------------------------- Name: Dana Schwalie Title: Attorney In Fact GLENEAGLES TRADING LLC by /s/ Diana L. Mushill ------------------------------------- Name: Diana L. Mushill Title: Assistant Vice President HIGHLAND LEGACY LIMITED By: Highland Capital Management, L.P. As Collateral Manager by /s/ Todd Travers ------------------------------------- Name: Todd Title: Senior Portfolio Manager HIGHLAND LOAN FUNDING V LTD. By: Highland Capital Management, L.P. As Collateral Manager by /s/ Todd Travers ------------------------------------- Name: Todd Title: Senior Portfolio Manager KZH HIGHLAND-2 LLC by /s/ Susan Lee ------------------------------------- Name: Susan Lee Title: Authorized Agent 15 KZH PAMCO LLC by /s/ Susan Lee ------------------------------------- Name: Susan Lee Title: Authorized Agent PAM CAPITAL FUNDING L.P. By: Highland Capital Management, L.P. As Collateral Manager by /s/ Todd Travers ------------------------------------- Name: Todd Title: Senior Portfolio Manager PAMCO CAYMAN LTD. By: Highland Capital Management, L.P. As Collateral Manager by /s/ Todd Travers ------------------------------------- Name: Todd Travers Title: Senior Portfolio Manager SL LOANS LIMITED By: Highland Capital Management, L.P. As Attorney-in-Fact by /s/ Todd Travers ------------------------------------- Name: Todd Travers Title: Senior Portfolio Management 16 SRV-HIGHLAND, INC. by /s/ Diana L. Mushill ------------------------------------- Name: Diana L. Mushill Title: Asst. Vice President DRESDNER BANK AG NEW YORK AND GRAND CAYMAN BRANCHES by /s/ Faraaz Kamran ------------------------------------- Name: Faraaz Kamran Title: Assistant Vice President by /s/ Gabriela Fields ------------------------------------- Name: Gabriela Fields Title: Associate BNP PARIBAS by /s/ Douglas R. Gouchoe ------------------------------------- Name: Douglas R. Gouchoe Title: Managing Director by /s/ Richard Cushing ------------------------------------- Name: Richard Cushing Title: Managing Director THE BANK OF NOVA SCOTIA by /s/ A.S. Norsworthy ------------------------------------- Name: A.S. Norsworthy Title: Sr. Team Leader - Loan Operations 17 CITADEL HILL 2000 LTD. by /s/ Nick Karsiotis ------------------------------------- Name: Nick Karsiotis Title: Authorized Signatory FLEET NATIONAL BANK by /s/ Michael McDermott ------------------------------------- Name: Michael McDermott Title: Managing Director FIRST DOMINION FUNDING I by /s/ David H. Lerner ------------------------------------- Name: David H. Lerner Title: Authorized Signatory FIRST DOMINION FUNDING II by /s/ David H. Lerner ------------------------------------- Name: David H. Lerner Title: Authorized Signatory FIRST DOMINION FUNDING III by /s/ David H. Lerner ------------------------------------- Name: David H. Lerner Title: Authorized Signatory 18 GSC PERTNERS CDO FUND II, LIMITED by /s/ Thomas L. Libassi ------------------------------------- Name: Thomas J. Libassi Title: Managing Director GSC PERTNERS CDO FUND III, LIMITED by /s/ Thomas L. Libassi ------------------------------------- Name: Thomas J. Libassi Title: Managing Director GSC PERTNERS CDO FUND, LIMITED by /s/ Thomas L. Libassi ------------------------------------- Name: Thomas J. Libassi Title: Managing Director INDOSUEZ CAPITAL FUNDING IIA, LIMITED By: Indosuez Capital, as Portfolio Advisor by /s/ Andrew Brady ------------------------------------- Name: Andrew Brady Title: Vice President INDOSUEZ CAPITAL FUNDING III, LIMITED By: Indosuez Capital, as Portfolio Advisor by /s/ Andrew Brady ------------------------------------- Name: Andrew Brady Title: Vice President 19 INDOSUEZ CAPITAL FUNDING IV, L.P., By: RBC Leveraged Capital as Portfolio Manager by /s/ Melissa Marano ------------------------------------- Name: Melissa Marano Title: Director INDOSUEZ CAPITAL FUNDING III, LIMITED By: Indosuez Capital, as Portfolio Advisor by /s/ Andrew Brady ------------------------------------- Name: Andrew Brady Title: Vice President EATON VANCE CDO II, LTD. By: Eaton Vance Managment as Investment Advisor by /s/ Scott H. Page ------------------------------------- Name: Scott H. Page Title: Vice President EATON VANCE CDO III, LTD. By: Eaton Vance Managment as Investment Advisor by /s/ Scott H. Page ------------------------------------- Name: Scott H. Page Title: Vice President 20 EATON VANCE CDO IV, LTD. By: Eaton Vance Managment as Investment Advisor by /s/ Scott H. Page ------------------------------------- Name: Scott H. Page Title: Vice President EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Managment as Investment Advisor by /s/ Scott H. Page ------------------------------------- Name: Scott H. Page Title: Vice President OXFORD STRATEGIC INCOME FUND By: Eaton Vance Managment as Investment Advisor by /s/ Scott H. Page ------------------------------------- Name: Scott H. Page Title: Vice President SENIOR DEBT PORTFOLIO by /s/ Scott H. Page ------------------------------------- Name: Scott H. Page Title: Vice President FRANKLIN CLO I, LIMITED by /s/ Chauncey Lufkin ------------------------------------- Name: Chauncey Lufkin Title: Vice President 21 FRANKLIN FLOATING RATE TRUST by /s/ Chauncey Lufkin ------------------------------------- Name: Chauncey Lufkin Title: Vice President AERIES FINANCE-II LTD. By: INVESCO Senior Secured Management, Inc. As Sub-Managing Agent by /s/ Joseph Rotondo ------------------------------------- Name: Joseph Rotondo Title: Authorized Signatory AIM FLOATING RATE FUND By: INVESCO Senior Secured Management, Inc. As Attorney in fact by /s/ Joseph Rotondo ------------------------------------- Name: Joseph Rotondo Title: Authorized Signatory AMARA-1 FINANCE, LTD. LTD. By: INVESCO Senior Secured Management, Inc. As Sub-Advisor by /s/ Joseph Rotondo ------------------------------------- Name: Joseph Rotondo Title: Authorized Signatory 22 AMARA 2 FINANCE, LTD. By: INVESCO Senior Secured Management, Inc. As Sub-Advisor by /s/ Joseph Rotondo ------------------------------------- Name: Joseph Rotondo Title: Authorized Signatory AVALON CAPITAL LTD. By: INVESCO Senior Secured Management, Inc. As Portfolio Advisor 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 CERES II FINANCE LTD. By: INVESCO Senior Secured Management, Inc. As Sub-Managing Agent (Financial) by /s/ Joseph Rotondo ------------------------------------- Name: Joseph Rotondo Title: Authorized Signatory 23 CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc. As Investment Advisor by /s/ Joseph Rotondo ------------------------------------- Name: Joseph Rotondo Title: Authorized Signatory OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1, LTD. By: INVESCO Senior Secured Management, Inc. As Sub-Advisor by /s/ Joseph Rotondo ------------------------------------- Name: Joseph Rotondo Title: Authorized Signatory MAPLEWOOD (CAYMAN) LIMITED By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager by /s/ Thomas Li ------------------------------------- Name: Thomas Li Title: Managing Director 24 MASSMUTUAL HIGH YIELD PARTNERS II LLC By: HYP Management Inc. as Managing Member by /s/ Thomas Li ------------------------------------- Name: Thomas Li Title: Managing Director MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: David L. Babson & Company Inc. as Investment Advisor by /s/ Thomas Li ------------------------------------- Name: Thomas Li Title: Managing Director SAAR HOLDINGS CDO, LIMITED By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager by /s/ Thomas Li ------------------------------------- Name: Thomas Li Title: Managing Director SAAR HOLDINGS CDO, LIMITED By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager by /s/ Thomas Li ------------------------------------- Name: Thomas Li Title: Managing Director 25 SIMSBURY CLO, LIMITED By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager by /s/ Thomas Li ------------------------------------- Name: Thomas Li Title: Managing Director SOMERS CDO, LIMITED By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager by /s/ Thomas Li ------------------------------------- Name: Thomas Li Title: Managing Director SUFFIELD CLO, LIMITED By: David L. Babson & Company Inc. as Collateral Manager by /s/ Thomas Li ------------------------------------- Name: Thomas Li Title: Managing Director METROPOLITAN LIFE INSURANCE COMPANY by /s/ James R. Dingler ------------------------------------- Name: James R. Dingler Title: Director 26 SRF 2000 LLC by /s/ Diana L. Muchill ------------------------------------- Name: Diana L. Mushill Title: Assistant Vice President SRF TRADING, INC. by /s/ Diana L. Muchill ------------------------------------- Name: Diana L. Mushill Title: Assistant Vice President OCTAGON INVESTMENT PARTNERS II, LLC By: Octagon Credit Investors, LLC as sub-investment manager by /s/ Michael B. Nechamkin ------------------------------------- Name: Michael B. Nechamkin Title: Portfolio Manager OCTAGON INVESTMENT PARTNERS III, LLC By: Octagon Credit Investors, LLC as Portfolio Manager by /s/ Michael B. Nechamkin ------------------------------------- Name: Michael B. Nechamkin Title: Portfolio Manager 27 OCTAGON INVESTMENT PARTNERS IV, LLC By: Octagon Credit Investors, LLC as Collateral Manager by /s/ Michael B. Nechamkin ------------------------------------- Name: Michael B. Nechamkin Title: Portfolio Manager NORTH AMERICAN SENIOR FLOATING RATE FUND INC. By: Stanfield Capital Partners LLC as Subadvisor by /s/ Gregory L. Smith ------------------------------------- Name: Gregory L. Smith Title: Partner STANFIELD ARBITRAGE CDO, LTD. By: Stanfield Capital Partners LLC as its Collateral Manager by /s/ Gregory L. Smith ------------------------------------- Name: Gregory L. Smith Title: Partner STANFIELD CLO LTD. By: Stanfield Capital Partners LLC as its Collateral Manager by /s/ Gregory L. Smith ------------------------------------- Name: Gregory L. Smith Title: Partner 28 STANFIELD/RMF TRANSATLANTIC CDO LTD. By: Stanfield Capital Partners LLC as its Collateral Manager by /s/ Gregory L. Smith ------------------------------------- Name: Gregory L. Smith Title: Partner WINDSOR LOAN FUNDING, LIMITED By: Stanfield Capital Partners LLC as its Investment Manager by /s/ Gregory L. Smith ------------------------------------- Name: Gregory L. Smith Title: Partner CAPTIVA FINANCE LTD. by /s/ David Dyer ------------------------------------- Name: David Dyer Title: Director ELT LTD. by /s/ Diana L. Muchill ------------------------------------- Name: Diana L. Mushill Title: Authorized Agent WESTPAC BANKING CORPORATION - OSPREY INVESTMENTS by /s/ Lance Vassarotti ------------------------------------- Name: Lance Vassarotti Title: Vice President 29 THERMOPYLAE FUNDING CORP. by /s/ Frank Bilotta ------------------------------------- Name: Frank Bilotta Title: Vice President MORGAN STANLEY PRIME INCOME TRUST by /s/ Peter Gewirtz ------------------------------------- Name: Peter Gewirtz Title: Vice President OAK HILL SECURITIES FUND, L.P. By: Oak Hill Securities GenPar, L.P. its General Partner By: Oak Hill Securities MGP, Inc., its General Partner by /s/ Scott D. Krase ------------------------------------- Name: Scott D. Krase Title: Vice President OAK HILL SECURITIES FUND II, L.P. By: Oak Hill Securities GenPar II, L.P. its General Partner By: Oak Hill Securities MGP II, Inc., its General Partner by /s/ Scott D. Krase ------------------------------------- Name: Scott D. Krase Title: Vice President 30 Institutional Debt Management as Collateral Manager for: ELC (CAYMAN) LTD. ELC (CAYMAN) LTD. 1999-II ELC (CAYMAN) LTD. 1999-III APEX (IDM) CDO I, LTD. TRYON CLO LTD. 2000-I by /s/ Glenn Duffy ------------------------------------- Name: Glenn Duffy Title: Director COLUMBUS LOAN FUNDING LTD. by /s/ Matthew J. McInerny ------------------------------------- Name: Matthew J. McInerny Title: Assistant Investment Officer TRAVELERS CORPORATE LOAN FUND, INC. By: Travelers Asset Management International Company, LLC by /s/ Matthew J. McInerny ------------------------------------- Name: Matthew J. McInerny Title: Assistant Investment Officer TRAVELERS INSURANCE COMPANY by /s/ Matthew J. McInerny ------------------------------------- Name: Matthew J. McInerny Title: Assistant Investment Officer 31 CSAM FUNDING I by /s/ David H. Lerner ------------------------------------- Name: David H. Lerner Title: Authorized Signatory DLJ CBO by /s/ David H. Lerner ------------------------------------- Name: David H. Lerner Title: Authorized Signatory TEXTRON FINANCIAL CORPORATION by /s/ Matthew J. Colgan ------------------------------------- Name: Matthew J. Colgan Title: Director NATEXIS BANQUES POPULAIRES by /s/ Christian Giordano ------------------------------------- Name: Christian Giordano Title: Vice President by /s/ Joseph A. Miller ------------------------------------- Name: Joseph A. Miller Title: Associate 32 IKB CAPITAL CORPORATION by /s/ David Snyder ------------------------------------- Name: David Snyder Title: President DRYDEN HIGH YIELD CDO-I by Prudential Investment Mangement Inc., as attorney in fact by /s/ B. Ross Smead ------------------------------------- Name: B. Ross Smead Title: Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA by /s/ B. Ross Smead ------------------------------------- Name: B. Ross Smead Title: Vice President CIBC INC. by /s/ William J. Koslo, Jr. ------------------------------------- Name: William J. Koslo, Jr. Title: Managing Director 33 MOUNTAIN CAPITAL CLO I LTD. by /s/ Guy Major ------------------------------------- Name: Guy Major Title: Director MOUNTAIN CAPITAL CLO II LTD. by /s/ Guy Major ------------------------------------- Name: Guy Major Title: Director HARBOURVIEW CDO II, LTD FUND by /s/ Lisa Chaffee ------------------------------------- Name: Lisa Chaffee Title: Manager KZH SHOSHONE LLC by /s/ Susan Lee ------------------------------------- Name: Susan Lee Title: Authorized Agent OPPENHEIMER SENIOR FLOATING RATE FUND by /s/ Lisa Chaffee ------------------------------------- Name: Lisa Chaffee Title: Manager 34 HELLER FINANCIAL, INC. by /s/ Scott Ziemke ------------------------------------- Name: Scott Ziemke Title: Vice President KATONAH I, LTD. by /s/ Ralph Della Rocca ------------------------------------- Name: Ralph Della Rocca Title: Authorized Officer KATONAH II, LTD. by /s/ Ralph Della Rocca ------------------------------------- Name: Ralph Della Rocca Title: Authorized Officer STANDARD FEDERAL BANK by /s/ Gregory E. Castle ------------------------------------- Name: Gregory E. Castle Title: Authorized Officer 35 ALLSTATE LIFE INSURANCE COMPANY by /s/ Jerry D. Zinkula ------------------------------------- Name: Jerry D. Zinkola Title: Authorized Signatory by /s/ Charles D. Mires ------------------------------------- Name: Charles D. Mires Title: Authorized Signatory AIMCO CLO SERIES 2001-A by /s/ Jerry D. Zinkola ------------------------------------- Name: Jerry D. Zinkola Title: Authorized Signatory by /s/ Patricia W. Wilson ------------------------------------- Name: Petricia W. Wilson Title: Authorized Signatory PILGRIM CLO 1999-1 LTD. By: ING Pilgrim Investments LLC as its investment manager by /s/ Mark F. Haak, CFA ------------------------------------- Name: Mark F. Haak, CFA Title: Vice President 36 PILGRIM PRIME RATE TRUST By: ING Pilgrim Investments LLC as its investment manager by /s/ Mark F. Haak, CFA ------------------------------------- Name: Mark F. Haak, CFA Title: Vice President PILGRIM SENIOR INCOME FUND By: ING Pilgrim Investments LLC as its investment manager by /s/ Mark F. Haak, CFA ------------------------------------- Name: Mark F. Haak, CFA Title: Vice President SEQUILS PILGRAM-1 LTD. By: ING Pilgrim Investments LLC as its investment manager by /s/ Mark F. Haak, CFA ------------------------------------- Name: Mark F. Haak, CFA Title: Vice President 37 PROMETHEUS INVESTMENT FUNDING NO. 1 LTD By: CPF Asset Advisory, LLC, as Investment Manager by /s/ Isv Roa ------------------------------------- Name: Isv Roa Title: Associate Director by /s/ Vicky S. Soo ------------------------------------- Name: Vicky S. Soo Title: Associate Director KZH CNC LLC by /s/ Susan Lee ------------------------------------- Name: Susan Lee Title: Authorized Agent WINGED FOOT FUNDING TRUST by /s/ Diana L. Mushill ------------------------------------- Name: Diana L. Mushill Title: Authorized Agent ANTARES CAPITAL CORPORATION by /s/ David Maggon ------------------------------------- Name: David Maggon Title: Director 38 JP Morgan Chase, as Trustee of the ANTARES FUNDING TRUST created under trust agreement dated as of November 30, 1999 by /s/ Richard Kohlmeyer ------------------------------------- Name: Richard Kohlmeyer Title: AVP NOVA CDO 2001, LTD. by /s/ David R. Schick ------------------------------------- Name: David R. Schick Title: CFO FLAGSHIP CLO 2001-I by /s/ Mark S. Pelletier ------------------------------------- Name: Mark S. Pelletier Title: Director GRAYSTON CLO 2001-01 LTD. By: Bear Stearns Asset Management Inc. as its Collateral Manager by /s/ Neill D. Rosenburg ------------------------------------- Name: Neill D. Rosenburg Title: Associate Director 39 THE ING CAPITAL SENIOR SECURED IHGH INCOME HOLDINGS FUND, LTD. By: ING Capital Advisors LLC, as Investment Manager by /s/ Greg M. Masuda ------------------------------------- Name: Greg M. Masuda CFA Title: Vice President KZH ING-1 LLC by /s/ Susan Lee ------------------------------------- Name: Susan Lee Title: Authorized Agent KZH ING-2 LLC by /s/ Susan Lee ------------------------------------- Name: Susan Lee Title: Authorized Agent KZH ING-3 LLC by /s/ Susan Lee ------------------------------------- Name: Susan Lee Title: Authorized Agent 40 VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. by /s/ Brian T. Buscher -------------------------------------- Name: Brian T. Buscher Title: Manager Operations & Compliance ORIX FINANCIAL SERVICES, INC. by /s/ R. Terry Standifer ------------------------------------- Name: R. Terry Standifer Title: Vice President GALAXY CLO 1999-1, LTD. By: SAI Investment Advisor, Inc., its Collateral Manager by /s/ Thomas G. Brandt ------------------------------------- Name: Thomas G. Brandt Title: Authorized Agent KZH SOLEIL - 2 LLC by /s/ Susan Lee ------------------------------------- Name: Susan Lee Title: Authorized Agent 41 CIGNA COLLATERALIZED HOLDINGS 1999-1 CDO, LIMITED by /s/ John P. Connor ------------------------------------- Name: John P. Connor Title: Vice President THE SUMITOMO TRUST & BANKING CO., LTD. NEW YORK BRANCH by /s/ Elizabeth A. Quirk ------------------------------------- Name: Elizabeth A. Quirk Title: Vice President TORONTO DOMINION (NEW YORK), INC. by /s/ Dana Schwalie ------------------------------------- Name: Dana Schwalie Title: Vice President Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO I, LTD. by /s/ John P. Thacker ------------------------------------- Name: John P. Thacker Title: Chief Credit Officer 42 STANWICH LOAN FUNDING LLC by /s/ Diana L. Mushill ------------------------------------- Name: Diana L. Mushill Title: Asst. Vice President SKM-LIBERTYVIEW CBO I LIMITED by /s/ Alan Mark ------------------------------------- Name: Alan Mark Title: Managing Director CLYDESDALE CLO 2001-I, LTD. By: Nomura Corporate Research and Asset Management Inc. as Collateral Manager by /s/ Rick Stewart ------------------------------------- Name: Rick Stewart Title: Director SCHEDULE 1 ---------- Accura Tool & Mold, Inc. Arrow Specialty Company Beaumont Bolt & Gasket, Inc. Compac Corporation Consumer Products, Inc. Cuyam Corporation Di-Rite Company Draw-Tite, Inc. DuPage Die Casting Corporation ER Acquisition Corp. Eskay Screw Corporation Fulton Performance Products, Inc. Global Metal Technologies, Inc. GMTI Holding Company Hitch'N Post, Inc. Industrial Bolt & Gasket, Inc. K-Tech Mfg., Inc. Keo Cutters, Inc. K.S. Disposition, Inc. Lake Erie Screw Corporation Lamons Metal Gasket Co. Lester Precision Die Casting, Inc. Louisiana Hose & Rubber Co. MASG Disposition,Inc. MASX Energy Services Group, Inc. Metaldyne Europe, Inc. Metaldyne European Holdings Inc. Metaldyne Machining and Assembly Company, Inc. Metaldyne Precision Forming - Fort Wayne, Inc. Metaldyne Services, Inc. Metaldyne Sintered Components, Inc. Metaldyne Sintered Components of Indiana, Inc. Metaldyne Tubular Products, Inc. Metaldyne U.S. Holding Co. Monogram Aerospace Fasteners, Inc. Netcong Investments, Inc. NI Foreign Military Sales Corp. NI West, Inc. Norris Cylinder Company Norris Environmental Services, Inc. Norris Industries, Inc. Plastic Form, Inc. Precision Headed Products, Inc. Punchcraft Company Reese Products, Inc. Reska Spline Products, Inc. Richards Micro-Tool, Inc. Rieke Corporation Rieke Leasing Co., Incorporated 2 Rieke of Indiana, Inc. Rieke of Mexico, Inc. Stahl International, Inc. TriMas Corporation TriMas Fasteners, Inc. TriMas Services Corp. W.C. McCurdy Co. Wesbar Corporation Windfall Products, Inc. Windfall Specialty Powders, Inc. WIPCO, Inc.