EX-4.8(C) 4 dex48c.txt AMNDT NO. 6 TO LYONDELL CHEMICAL CO. CREDIT AGMT EXHIBIT 4.8(c) CONFORMED COPY AMENDMENT NO. 6 TO THE CREDIT AGREEMENT AMENDMENT No. 6 dated as of September 26, 2001 to the Credit Agreement dated as of July 23, 1998 (as heretofore amended, the "CREDIT AGREEMENT") among LYONDELL CHEMICAL COMPANY, the LENDERS party thereto, the DOCUMENTATION AGENTS party thereto, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent and DLJ CAPITAL FUNDING, INC., as Syndication Agent. The parties hereto agree as follows: SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby. SECTION 2. Amendments. (a) The definition of "Adjusted EBITDA" in Section 1.01 of the Credit Agreement is amended to read in its entirety as follows: "ADJUSTED EBITDA" means, for any period, the sum of (i) the EBITDA of the Non-JV Group for such period, adjusted to exclude the effect of one time charges incurred in connection with (A) the Acquisition and subsequent Asset Sales (other than a TDI Sale) in an aggregate amount not exceeding $250,000,000, (B) a TDI Sale and (C) the TDI Restructuring in an amount not exceeding $80,000,000, plus (ii) the Distributable Cash Flow of all Borrower Joint Ventures and non-wholly owned Subject Assets Transferees for such period. (b) The initial definition of "Margin" in the Pricing Schedule of the Credit Agreement is amended by the addition of the phrase "the sum of 0.50% per annum plus" after the phrase "`Margin' means." (c) The following new definition is added to Section 1.01 of the Credit Agreement in its appropriate alphabetical position: "TDI RESTRUCTURING" means (i) actions taken by the Borrower to reorganize and streamline its Isocyanates business, including the shutdown of the Borrower's aliphatics diisocyanates manufacturing facility located at its Lake Charles, Louisiana facility and the restructuring of the remaining toluene diisocyanates business at the Lake Charles, Louisiana facility, and (ii) any reduction in the Borrower's workforce, any demolition, remediation or reclamation, or any termination or amendment of feedstock, energy, supply or other contracts, in each case resulting from the activity described in clause (i) above. (d) The parenthetical phrase "(other than (i) the Acquisition and (ii) a TDI Sale)" appearing in Section 1.02(c) of the Credit Agreement is amended to read as follows: (other than (i) the Acquisition, (ii) a TDI Sale and (iii) the TDI Restructuring) (e) Section 5.11 of the Credit Agreement is amended to read in its entirety as follows: SECTION 5.11. Adjusted Debt to Adjusted EBITDA. At any date during each period set forth below, the ratio of (i) Adjusted Debt at such date to (ii) Adjusted EBITDA for the period of four consecutive Fiscal Quarters most recently ended on or prior to such date will not exceed the ratio set forth below opposite such period: PERIOD RATIO ------ ----- June 30, 2001 - September 29, 2001 6.00 September 30, 2001 - December 30, 2001 7.50 December 31, 2001 - June 29, 2002 9.00 June 30, 2002 - September 29, 2002 7.75 September 30, 2002 - December 30, 2002 6.75 December 31, 2002 - March 30, 2003 5.75 March 31, 2003 - June 29, 2003 4.50 June 30, 2003 - December 30, 2003 4.25 December 31, 2003 - March 30, 2004 4.00 At all times thereafter 3.00 (f) Section 5.12 of the Credit Agreement is amended to read in its entirety as follows: SECTION 5.12. Fixed Charge Coverage Ratio. At the end of each Fiscal Quarter ending during each period set forth below, the Fixed Charge Coverage Ratio will not be less than the ratio set forth below opposite such period: PERIOD RATIO ------ ----- January 1, 2001 - June 30, 2001 1.50 July 1, 2001 - September 30, 2001 1.25 October 1, 2001 - March 31, 2002 1.10 April 1, 2002 - June 30, 2002 1.25 July 1, 2002 - September 30, 2002 1.40 October 1, 2002 - December 31, 2002 1.60 January 1, 2003 - March 31, 2003 1.85 April 1, 2003 - June 30, 2003 2.00 July 1, 2003 - September 30, 2003 2.15 At any time thereafter 2.60 2 (g) The figure "$375,000,000" in Section 5.13(i) of the Credit Agreement is changed to "$175,000,000". (h) Section 5.13(iv) of the Credit Agreement is amended to read as follows: (iv) the amount by which Consolidated Net Worth shall have been reduced by reason of one-time charges and/or losses in connection with (A) a TDI Sale and (B) the TDI Restructuring in an amount not exceeding $80,000,000. SECTION 3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. SECTION 4. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. SECTION 5. Effectiveness. This Amendment shall become effective on the first date (the "AMENDMENT 6 EFFECTIVE DATE") on which the Administrative Agent shall have received: (a) counterparts hereof signed by each of the Required Lenders and the Borrower (or, in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received in form satisfactory to it telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); and (b) receipt by each of the Agents, the Arranger and the Co-Arrangers of payment of all amendment fees, other costs, fees and expenses (including, without limitation, reasonable legal fees and expenses for which invoices shall have been submitted to the Borrower) and other compensation payable to any of the foregoing on or prior to the Amendment 6 Effective Date in connection with the Loan Documents. Promptly after the Amendment 6 Effective Date occurs, the Administrative Agent shall notify the Borrower, the other Agents and the Lenders thereof, and such notice shall be conclusive and binding on all parties hereto. 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. LYONDELL CHEMICAL COMPANY By: /s/ Karen A. Twitchell ------------------------------- Title: Vice President and Treasurer MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent and as Lender By: /s/ Steve Nordaker ------------------------ Title: Managing Director CREDIT SUISSE FIRST BOSTON (formerly known as DLJ Capital Funding, Inc.), as Syndication Agent and as Lender By: /s/ Paul L. Colon ------------------------ Title:Vice President By: /s/ Vanessa Gomez ------------------------ Title: Assistant Vice President BANK OF AMERICA, N.A., as Documentation Agent and as Lender By: /s/ Michael J. Dillon ------------------------ Title: Managing Director THE CHASE MANHATTAN BANK, as Documentation Agent By: /s/ Steve Nordaker ------------------------ Title: Managing Director CITIBANK, N.A., as Documentation Agent and as Lender By: /s/ Carolyn A. Sheridan ------------------------ Title: Managing Director ABN AMRO BANK N.V. By: ------------------------ Name: Title: By: ------------------------ Name: Title: ADDISON CDO, Limited (Acct 1279) By: Pacific Investment Management Company LLC, as its Investment Advisor By: ------------------------ Name: Title: AERIES FINANCE-II LTD. By: INVESCO Senior Secured Management, Inc. as Sub-Managing Agent By: /s/ Joseph Rotondo ------------------------ Title: Authorized Signatory AIM FLOATING RATE FUND By: INVESCO Senior Secured Management, Inc. as attorney in fact By: /s/ Joseph Rotondo ------------------------ Title: Authorized Signatory AIMCO CDO SERIES 2000-A By: /s/ Jerry D. Zinkula ------------------------ Title: Authorized Signatory By: /s/ Patricia W. Wilson ------------------------ Title: Authorized Signatory ALLSTATE LIFE INSURANCE COMPANY By: /s/ Jerry D. Zinkula ------------------------ Title: Authorized Signatory By: /s/ Patricia W. Wilson ------------------------ Title: Authorized Signatory AMARA-1 FINANCE, LTD. By: INVESCO Senior Secured Management, Inc., as Subadviser By: /s/ Joseph Rotondo ------------------------ Title: Authorized Signatory AMARA-2 FINANCE, LTD. By: INVESCO Senior Secured Management, Inc., as Subadviser By: /s/ Joseph Rotondo ------------------------ Title: Authorized Signatory APEX (IDM) CDO I, LTD. By: /s/ William A. Hayes ------------------------ Title: Director ARAB BANK PLC By: /s/ Samer Tamimi ------------------------ Title: Vice President ARCHIMEDES FUNDING II, LTD By: ING Capital Advisors, LLC as Collateral Manager By: /s/ Greg M. Masuda CFA ------------------------ Title: Vice President ARCHIMEDES FUNDING III, LTD. By: ING Capital Advisors LLC as Collateral Manager By:/s/ Greg M. Masuda CFA ------------------------ Title: Vice President ARES III CLO LTD. By: Ares CLO Management LLC By: /s/ David A. Sachs ------------------------ Title: Vice President ARES IV CLO LTD. By: Ares CLO Management IV, L.P., Investment Manager By: Ares CLO GP IV, LLC, Its Managing Member By: /s/ David A. Sachs ------------------------ Title: Vice President ARES LEVERAGED INVESTMENT FUND II, L.P. By: Ares Management II, L.P., its General Partner By: /s/ David A. Sachs ------------------------ Title: Vice President ATHENA CDO, Limited (Acct 1277) By: Pacific Investment Management Company LLC, as its Investment Manager By: /s/ Mohan V. Phansalkar ------------------------ Title: Executive Vice President AVALON CAPITAL LTD. By: INVESCO Senior Secured Management, Inc. as Portfolio Advisor By: /s/ Joseph Rotondo ------------------------ Title: Authorized Signatory AVALON CAPITAL LTD. 2 By: INVESCO Senior Secured Management, Inc. as Portfolio Advisor By: /s/ Joseph Rotondo ------------------------ Title: Authorized Signatory BALANCED HIGH-YIELD FUND II, LTD. By: ING Capital Advisors LLC, as Asset Manager By: /s/ Greg M. Masuda CFA ------------------------ Title: Vice President BANK LEUMI USA By: /s/ Joung Hee Hong ------------------------ Title: Vice President BANK OF CANTON OF CALIFORNIA By: /s/ Ben C. Hom ------------------------ Title: SVP & Sr. Credit Officer THE BANK OF NEW YORK By: /s/ John V. Yarcey ------------------------ Title: Senior Vice President THE BANK OF NOVA SCOTIA By: /s/ M.D. Smith ------------------------ Title: Agent Operations THE BANK OF TOKYO-MITSUBISHI LTD., HOUSTON AGENCY By: ------------------------ Name: Title: BANK ONE, NA (formerly known as The First National Bank of Chicago) By: /s/ Daniel A. Davis ------------------------ Title: Vice President BANK POLSKA KASA OPIEKI S.A. NEW YORK BRANCH By: /s/ Barry W. Henry ------------------------ Title: Vice President BANKBOSTON, N.A. By: ------------------------ Name: Title: BANKERS TRUST COMPANY By: ------------------------ Name: Title: BNP PARIBAS By: ------------------------ Name: Title: By: ------------------------ Name: Title: BARCLAYS BANK PLC By: /s/ Nicholas A. Bell ------------------------ Title: Director BATTERSON PARK, CBO I By: General Re-New England Asset Management Inc., as Collateral Manager By: ------------------------ Name: Title: BATTERY PARK CDO, LTD By: Nomura Corporate Research and Asset Management Inc. as Investment Advisor By: ------------------------ Name: Title: BAYERISCHE HYPO-UND VEREINSBANK AG NEW YORK BRANCH By: /s/ John T. Murphy ------------------------ Title: Director By: /s/ Diane B. Vaccaro ------------------------ Title: Associate Director BHF (USA) CAPITAL CORPORATION By: ------------------------ Name: Title: By: ------------------------ Name: Title: CAPTIVA FINANCE LTD. By: /s/ Alan Corkish ------------------------ Title: Director CAPTIVA II FINANCE LTD. By: /s/ Alan Corkish ------------------------ Title: Director CAPTIVA III FINANCE, LTD. (Acct. 275), as advised by Pacific Investment Management Company LLC By: /s/ David Dyer ------------------------ Title: Director CAPTIVA IV FINANCE, LTD. (Acct. 1275), as advised by Pacific Investment Management Company By: /s/ David Dyer ------------------------ Title: Director CARAVELLE INVESTMENT FUND, LLC By: Caravelle Advisors By: ------------------------ Name: Title: CARILLON HOLDING, LIMITED By:/s/ James K. Seagraves ------------------------ Title: Senior Analyst CARLYLE HIGH YIELD PARTNERS, L.P. By: /s/ Linda M. Pace ------------------------ Title: Vice President CARLYLE HIGH YIELD PARTNERS II, LTD. By: /s/ Linda M. Pace ------------------------ Title: Vice President CARLYLE HIGH YIELD PARTNERS III, LTD. By: /s/ Linda M. Pace ------------------------ Title: Vice President CERES FINANCE LTD. By: INVESCO Senior Secured Management, Inc., as Sub-Managing Agent By: /s/ Joseph Rotondo ------------------------ Title: Authorized Signatory CERES II FINANCE LTD. By: INVESCO Senior Secured Management, Inc., as Sub-Managing Agent (Financial) By: ------------------------ Name: Title: CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH By: /s/ Ming-Hsien Lin ------------------------ Title: VP & General Manager CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc. as Investment Advisor By: /s/ Joseph Rotondo ------------------------ Title: Authorized Signatory THE CHASE MANHATTAN BANK (formerly known as Chase Bank of Texas National Association) By: /s/ Steve Nordaker ------------------------ Title: Managing Director CHIAO TUNG BANK CO., LTD. NEW YORK AGENCY By: ------------------------ Name: Title: CLYDESDALE CBO I, LTD. By: Nomura Corporate Research and Asset Management Inc. as Investment Advisor By: ------------------------ Name: Title: COLISEUM FUNDING LTD. By: Travelers Asset Management International Company LLC By: /s/ Allen Cantrell ------------------------ Title: Investment Officer COLUMBUS LOAN FUNDING LTD. By: Travelers Asset Management International Company LLC By: /s/ Allen Cantrell ------------------------ Title: Investment Officer CONSTANTINUS EATON VANCE CDO V, LTD. by: Eaton Vance Management as investment advisor By:/s/ Richard W. Dubberke ------------------------ Title: Vice President CONTINENTAL CASUALTY COMPANY By:/s/ Richard W. Dubberke ------------------------ Title: Vice President CREDIT INDUSTRIEL ET COMMERCIAL By: /s/ Sean Mounier ------------------------ Title: First Vice President By: /s/ Brian O'Leary ------------------------ Title: Vice President CREDIT LYONNAIS NEW YORK BRANCH By: /s/ Bernard Weymuller ------------------------ Title: Senior Vice President CREDIT SUISSE FIRST BOSTON By: /s/ Paul L. Colon ------------------------ Title: Vice President By: /s/ Vanessa Gomez ------------------------ Title: Assistant Vice President CRESCENT/MACH I PARTNERS LP By: TCW Asset Management Company, its Investment Manager By: /s/ William Brennan ------------------------ Title: Vice President CYPRESSTREE INSTITUTIONAL FUND, LLC By: CypressTree Investment Management Company, Inc. its Managing Member By: ------------------------ Name: Title: CYPRESSTREE INVESTMENT FUND, LLC By: CypressTree Investment Management Company, Inc. its Managing Member By: ------------------------ Name: Title: CYPRESSTREE INVESTMENT PARTNERS I, LTD. By: CypressTree Investment Management Company, Inc. its Managing Member By: ------------------------ Name: Title: CYPRESSTREE INVESTMENT PARTNERS II, LTD. By: CypressTree Investment Management Company, Inc., as Portfolio Manager By: ------------------------ Name: Title: CYPRESSTREE SENIOR FLOATING RATE FUND By: CypressTree Investment Management Company, Inc. as Portfolio Manager By: ------------------------ Name: Title: THE DAI-ICHI KANGYO BANK LIMITED By: /s/ Tsutomu Yamamoto ------------------------ Title: Vice President DEBT STRATEGIES FUND, INC. By: /s/ Kevin Booth ------------------------ Title: Authorized Signatory DELANO COMPANY (Acct 274) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan v. Phansalkar ------------------------ Title: Executive Vice President DIVERSIFIED CREDIT PORTFOLIO LTD. By: INVESCO Senior Secured Management, Inc. as Investment Advisor By: /s/ Joseph Rotondo ------------------------ Title: Authorized Signatory DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: /s/ Joanna M. Solowski ------------------------ Title: Vice President By: /s/ Vincent Carotenuto ----------------------- Title: Assistant Vice President EATON VANCE INSTITUTIONAL SENIOR LOAN FUND By: Eaton Vance Management, as Investment Advisor By: /s/ Scott H. Page ----------------------- Title: Vice President EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management, as Investment Advisor By: /s/ Scott H. Page ----------------------- Title: Vice President EATON VANCE CDO II, LTD. By: Eaton Vance Management, as Investment Advisor By: /s/ Scott H. Page ----------------------- Title: Vice President EATON VANCE CDO III, LTD. By: Eaton Vance Management, as Investment Advisor By: /s/ Scott H. Page ----------------------- Title: Vice President EATON VANCE CDO IV, LTD. By: Eaton Vance Management, as Investment Advisor By: /s/ Scott H. Page ----------------------- Title: Vice President ELC (CAYMAN) LTD. By: /s/ William A. Hayes ----------------------- Title: Director ELC (CAYMAN) LTD. 1999-III By: /s/ William A. Hayes ----------------------- Title: Director ELC (CAYMAN) LTD. 2000-I By: /s/ William A. Hayes ----------------------- Title: Director: ELC (CAYMAN) LTD. CDO SERIES 1999-I By: /s/ William A. Hayes ----------------------- Title: Director ELC (CAYMAN) LTD. 1999-II By: /s/ William A. Hayes ----------------------- Title: Director: ELT LTD. By: /s/ Ann E. Morris ----------------------- Title: Authorized Agent FC CBO LIMITED By: /s/ Mike McCarthy ----------------------- Title: Manager FC CBO II LIMITED By: /s/ MikeMcCarthy ----------------------- Title: Manager FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND By: /s/ John H. Costello ----------------------- Title: Assistant Treasurer FIDELITY SUMMER STREET TRUST: FIDELITY CAPITAL & INCOME FUND By: /s/ John H. Costello ----------------------- Title: Assistant Treasurer CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC. As: Attorney-in-Fact and on behalf of First Allmerica Financial Life Insurance Company as Portfolio Manager By: ----------------------- Name: Title: FIRST COMMERCIAL BANK By: ----------------------- Name: Title: FIRST DOMINION FUNDING I By: /s/ David H. Lerner ----------------------- Title: Authorized Signatory FIRST DOMINION FUNDING II By: /s/ David H. Lerner ----------------------- Title: Authorized Signatory FIRST DOMINION FUNDING III By: /s/ David H. Lerner ----------------------- Title: Authorized Signatory FIRST UNION NATIONAL BANK By: ----------------------- Name: Title: CITIBANK N.A. as additional Investment Manager for and on behalf of Five Finance Corporation By: ----------------------- Name: Title: By: ----------------------- Name: Title: FLOATING RATE PORTFOLIO By: INVESCO Senior Secured Management, Inc., as attorney-in-fact By: ----------------------- Name: Title: FRANKLIN FLOATING RATE TRUST By: ----------------------- Name: Title: FRANKLIN CLO I, LIMITED By: ----------------------- Name: Title: FREMONT INVESTMENT & LOAN By: /s/ Maria Chachere ----------------------- Title: Vice President THE FUJI BANK, LIMITED, NEW YORK BRANCH By: ----------------------- Name: Title: GALAXY CLO 1999-1, LTD. By: SAI Investment Adviser, Inc., its Collateral Manager By: /s/ Thomas G. Brandt ----------------------- Title: Authorized Agent GENERAL AMERICAN LIFE INSURANCE COMPANY By: ----------------------- Name: Title: GLENEAGLES TRADING LLC By:/s/ Ann E. Morris ----------------------- Title: Assistant Vice President GOLDMAN SACHS CREDIT PARTNERS, L.P. As Lender By:/s/ Robert Wagner ----------------------- Title: Authorized Signatory GRAYSON & CO. By: Boston Management and Research as Investment Advisor By: /s/ Scott H. Page ----------------------- Title: Vice President GUARANTY FEDERAL BANK, F.S.B. By: ----------------------- Name: Title: GULF INTERNATIONAL BANK B.S.C. By: /s/ Ms. Mireille Khalidi ------------------------- Title: Vice President By: /s/ Mr. Issa N. Baconi ----------------------- Title: Executive Vice President HAMILTON BANK By: /s/ John M.R. Jacobs ----------------------- Title: Senior Vice President By:/s/ Hector F. Ramirez ----------------------- Title: Senior Vice President HARBOUR TOWN FUNDING TRUST By:/s/ Ann E. Morris ----------------------- Title: Authorized Agent HARBOURVIEW CDO II, LTD. By: /s/ Lisa Chaffee ----------------------- Title: Manager IMPERIAL BANK By: ----------------------- Name: Title: THE ING CAPITAL SENIOR SECURED HIGH INCOME FUND, L.P. By: ING Capital Advisors LLC as Investment Advisor By: /s/ Greg M. Masuda CFA ----------------------- Title: Vice President J.H. WHITNEY MARKET VALUE FUND, L.P. By: /s/ Michael B. DeFlorio ------------------------ Title: Managing Director JHW CASH FLOW FUND I, L.P. By:/s/ Michael B. DeFlorio ----------------------- Title: Managing Director JISSEKIKUN FUNDING LTD. (Acct 1288) By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------ Title: Executive Vice President KBC BANK By: /s/ Michael V. Curren ----------------------- Title: Vice President By:/s/ Robert M. Surdam, Jr. ------------------------ Title: Vice President KEMPER FLOATING RATE FUND By: ----------------------- Name: Title: KZH III LLC By: ----------------------- Name: Title: KZH CNC LLC By: /s/ Susan Lee ----------------------- Title: Authorized Agent KZH CRESCENT LLC By: /s/ Susan Lee ----------------------- Title: Authorized Agent KZH CRESCENT-2 LLC By: /s/ Susan Lee ----------------------- Title: Authorized Agent KZH CRESCENT-3 LLC By: /s/ Susan Lee ----------------------- Title: Authorized Agent KZH-CYPRESSTREE-1 LLC By: /s/ Susan Lee ----------------------- Title: Authorized Agent KZH ING-1 LLC By: /s/ Susan Lee ----------------------- Title: Authorized Agent KZH ING-2 LLC By: /s/ Susan Lee ----------------------- Title: Authorized Agent KZH ING-3 LLC By: /s/ Susan Lee ----------------------- Title: Authorized Agent KZH LANGDALE LLC By: /s/ Susan Lee ----------------------- Title: Authorized Agent KZH PONDVIEW LLC By: /s/ Susan Lee -------------- Title: Authorized Agent KZH RIVERSIDE LLC By: /s/ Susan Lee -------------- Title: Authorized Agent KZH SHOSHONE LLC By: /s/ Susan Lee -------------- Title: Authorized Agent KZH SOLEIL LLC By: /s/ Susan Lee -------------- Title: Authorized Agent KZH SOLEIL-2 LLC By: /s/ Susan Lee -------------- Title: Authorized Agent KZH STERLING LLC By: /s/ Susan Lee -------------- Title: Authorized Agent KZH WATERSIDE LLC By: /s/ Susan Lee ----------------------- Title: Authorized Agent LANDMARK CDO LIMITED By: Aladdin Asset Management LLC as Manager By: /s/ Joseph Moroney ----------------------- Title: Vice President LIBERTY-STEIN ROE ADVISOR FLOATING RATE ADVANTAGE FUND By: Stein Roe & Farnham Incorporated, As Adviser By: /s/ James R. Fellows ----------------------- Title: Sr. Vice President & Portfolio Manager LONGHORN CDO (CAYMAN) LTD. By: Merrill Lynch Asset Management, L.P., as Attorney-in-Fact By: /s/ Kevin Booth ----------------------- Title: Authorized Signatory LONGLANE MASTER TRUST IV By: Fleet National Bank as Trust Administrator By: ----------------------- Name: Title: MAGNETITE ASSET INVESTORS L.L.C. By: Blackrock Financial Management, Inc. As Managing Member By: /s/ M. Williams ----------------------- Title: Director MAGNETITE ASSET INVESTORS III L.L.C. By: Blackrock Financial Management, Inc. As Managing Member By: /s/ M. Williams ----------------------- Title: Director MAPLEWOOD (CAYMAN) LTD. By: Massachusetts Mutual Life Insurance Company as Investment Manager By: /s/ Mary S. Law ----------------------- Title: Managing Director MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: David L. Babson and Company Incorporated, as Investment Advisor By: /s/ Mary S. Law ----------------------- Title: Managing Director MASSMUTUAL HIGH YIELD PARTNERS II LLC By: HYP Management, Inc. as Managing Member By: /s/ Mary S. Law ----------------------- Title: Managing Director MASTER SENIOR FLOATING RATE TRUST By: /s/ Kevin Booth ----------------------- Title: Authorized Signatory MEDICAL LIABILITY MUTUAL INSURANCE COMPANY By: INVESCO Senior Secured Management, Inc., as Investment Manager By: ----------------------- Name: Title: MERRILL LYNCH DEBT STRATEGIES PORTFOLIO By: Merrill Lynch Asset Management, L.P., as Investment Advisor By: /s/ Kevin Booth ---------------- Title: Authorized Signatory MERRILL LYNCH GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO By: Merrill Lynch Asset Management, L.P., as Investment Advisor By: /s/ Kevin Booth ---------------- Title: Authorized Signatory MERRILL LYNCH GLOBAL INVESTMENT SERIES: BANK LOAN INCOME PORTFOLIO By: Merrill Lynch Asset Management, L.P., as Investment Advisor By: /s/ Kevin Booth ---------------- Title: Authorized Signatory MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By: /s/ Kevin Booth ---------------- Title: Authorized Signatory MERRILL LYNCH SENIOR FLOATING RATE FUND II, INC. By: /s/ Kevin Booth ---------------- Title: Authorized Signatory MERRILL LYNCH PRIME RATE PORTFOLIO By: Merrill Lynch Asset Management, L.P., as Investment Advisor By: /s/ Kevin Booth ----------------------- Title: Authorized Signatory METROPOLITAN LIFE INSURANCE COMPANY By: /s/ Claudia Cromie ----------------------- Title: Director THE MITSUBISHI TRUST AND BANKING CORPORATION By: /s/ Toshihiro Hayashi ----------------------- Title: Senior Vice President ML CLO XX PILGRIM AMERICA (CAYMAN) LTD. By: ING Pilgrim Investments, as its Investment Manager By: /s/ Charles E. LeMieux, CFA ---------------------------- Title: Vice President MONUMENTAL LIFE INSURANCE COMPANY, successor by merger to Commonwealth Life Insurance Co. By: /s/ John Bailey ----------------------- Title: Vice President MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By: ----------------------- Name: Title: MOUNTAIN CAPITAL CLO II LTD. By: ----------------------- Name: Title: NATIONAL BANK OF EGYPT NEW YORK BRANCH By: ----------------------- Name: Title: NATIONAL WESTMINSTER BANK PLC By: NatWest Capital Markets Limited, its agent By: Greenwich Capital Markets, Inc., its agent By: ----------------------- Name: Title: NATIONAL CITY BANK By: /s/ Todd C. Rogers ----------------------- Title: Director NATIONWIDE LIFE INSURANCE COMPANY By: /s/ Mark W. Poeppelman ----------------------- Title: Associate Vice President NEMEAN CLO LTD. By: ING Capital Advisors LLC, as Investment Manager By: /s/ Greg M. Masuda CFA ----------------------- Title: Vice President NOMURA BOND & LOAN FUND By: Nomura Corporate Research and Asset Management Inc. as Investment Advisor By: /s/ Elizabeth O. MacLean ------------------------- Title: Vice President NORSE CBO, LTD. By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and pursuant to delegated authority By: /s/ Timothy S. Peterson ------------------------ Title: President NORTH AMERICAN SENIOR FLOATING RATE FUND By: Stanfield Capital Partners LLC as its subadvisor By: /s/ Gregory L. Smith ----------------------- Title: Partner OASIS COLLATERALIZED HIGH INCOME PORTFOLIO-1, LTD. By: INVESCO Senior Secured Management, Inc., as Subadviser By: /s/ Joseph Rotondo ----------------------- Title: Authorized Signatory OCTAGON INVESTMENT PARTNERS II, LLC By: Octagon Credit Investors, LLC as sub- investment manager By: /s/ Michael B. Nechamkin ------------------------- Title: Portfolio Manager OCTAGON INVESTMENT PARTNERS III, LTD. By: Octagon Credit Investors, LLC as Portfolio Manager By: /s/ Michael B. Nechamkin ------------------------- Title: Portfolio Manager OCTAGON INVESTMENT PARTNERS IV, LTD. By: Octagon Credit Investors, LLC as Portfolio Manager By: /s/ Michael B. Nechamkin ------------------------- Title: Portfolio Manager OLYMPIC FUNDING TRUST, SERIES 1999-1 By: /s/ Ann E. Morris ----------------------- Title: Authorized Agent OPPENHEIMER SENIOR FLOATING RATE FUND By: /s/ David Mabry ----------------------- Title: Vice President ORIX USA CORPORATION By: ----------------------- Title: OSPREY INVESTMENTS PORTFOLIO By: Citibank, N.A., as Manager By: ----------------------- Name: Title: OXFORD STRATEGIC INCOME FUND By: Eaton Vance Management as Investment Advisor By: /s/ Scott H. Page ----------------------- Title: Vice President PAM CAPITAL FUNDING L.P. By: Highland Capital Management, L.P. as Collateral Manager By: /s/ Mark K. Okada, CFA ----------------------- Title: Executive Vice President PAMCO CAYMAN LTD. By: Highland Capital Management, L.P. as Collateral Manager By: /s/ Mark K. Okada, CFA ----------------------- Title: Executive Vice President PILGRIM PRIME RATE TRUST By: ING Pilgrim Investments, as its Investment Manager By: /s/ Charles E. LeMieux, CFA ---------------------------- Title: Vice President PINEHURST TRADING, INC. By: /s/ Ann E. Morris ----------------------- Title: Assistant Vice President PROVIDENT CBO I, LIMITED By: Provident Investment Management, LLC By: ----------------------- Name: Title: REGIMENT CAPITAL, LTD. By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and pursuant to delegated authority By: /s/ Timothy S. Peterson ------------------------ Title: President THE ROYAL BANK OF SCOTLAND PLC By: /s/ Scott Barton ----------------------- Title: Senior Vice President ROYALTON COMPANY By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------ Title: Executive Vice President SANKATY ADVISORS, LLC as Collateral Manager for GREAT POINT CLO 1999-1 LTD., as Term Leader By:/s/ Diane J. Exter ----------------------- Title: Managing Director, Portfolio Manager SANKATY HIGH YIELD ASSET PARTNERS II, L.P. By:/s/ Diane J. Exter ----------------------- Title: Managing Director, Portfolio Manager SANKATY HIGH YIELD PARTNERS III, L.P. By:/s/ Diane J. Exter ----------------------- Title: Managing Director, Portfolio Manager THE SANWA BANK, LTD. By: /s/ Masahito Okubo ----------------------- Title: SVP & DGM SAWGRASS TRADING LLC By: ----------------------- Name: Title: SCUDDER FLOATING RATE FUND By:/s/ Kenneth Weber ----------------------- Title; Senior Vice President SEABOARD CLO 2000 LTD. By: /s/ Sheppard H.C. Davis, Jr. ----------------------------- Title: CEO of Seaboard & Co. Its Collateral Manager SENIOR DEBT PORTFOLIO By: Boston Management and Research, as Investment Advisor By: /s/ Scott H. Page ----------------------- Title: Vice President SENIOR HIGH INCOME PORTFOLIO INC. By: /s/ Kevin Booth ----------------------- Title: Authorized Signatory SENIOR LOAN FUND (BlackRock) By: /s/ M. Williams ----------------------- Title: Director SEQUILS I, LTD By: TCW Advisors, Inc. as its Collateral Manager By: /s/ Mark L. Gold ----------------------- Title: Managing Director By: /s/ William Brennan ----------------------- Title: Vice President SEQUILS IV, LTD By: TCW Advisors, Inc. as its Collateral Manager By: /s/ Mark L. Gold ----------------------- Title: Managing Director By: /s/ William Brennan ----------------------- Title: Vice President SEQUILS - CENTURION V, LTD American Express Asset Management Group Inc. as Collateral Manager By: /s/ Michael M. Leyland ----------------------- Title: Managing Director SEQUILS - CUMBERLAND I, LTD By: Deerfield Capital Management LLC As its Collateral Manager By: /s/ Mark E. Wittnebel ------------------------ Title: Senior Vice President SEQUILS-ING I (HBDGM), LTD. By: ING Capital Advisors LLC., as Collateral Manager By: /s/ Greg M. Masuda CFA ----------------------- Title: Vice President SEQUILS - PILGRIM I, LTD. By: ING Pilgrim Investments, as its Investment manager By: /s/ Charles E. LeMieux, CFA ---------------------------- Title: Vice President SIERRA CLO I, LTD. By: /s/ John M. Casperian ----------------------- Title: Senior Managing Director SIMSBURY CLO LTD. By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager By: /s/ Mary S. Law ----------------------- Title: Managing Director SKM-LIBERTYVIEW CBO I LIMITED By: /s/ Kenneth C. Klegar ----------------------- Title: Authorized Signatory SOCIETE GENERALE, SOUTHWEST AGENCY By: /s/ J. Douglas McMurrey, Jr. ----------------------------- Title: Managing Director SOMERS CDO, LIMITED By: David L. Babson and Company Incorporated under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager By: /s/ Mary S. Law ----------------------- Title: Managing Director SOUTHERN PACIFIC BANK By: /s/ Cheryl A. Wasilewski ------------------------- Title: Senior Vice President SRF 2000 LLC By: /s/ Ann E. Morris ----------------------- Title: Assistant Vice President SRF TRADING, INC. By:/s/ Ann E. Morris ----------------------- Title: Assistant Vice President STANFIELD ARBITRAGE CDO, LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Gregory L. Smith ----------------------- Title: Partner STANFIELD CLO, LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Gregory L. Smith ----------------------- Title: Partner STANFIELD/RMF TRANSATLANTIC CDO LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Gregory L. Smith ----------------------- Title: Partner STANWICH LOAN FUNDING LLC By:/s/ Ann E. Morris ----------------------- Title: Assistant Vice President STEIN ROE & FARNHAM CLO1 LTD., by Stein Roe & Farnham Incorporated, As Portfolio Manager By: /s/ James R. Fellows ----------------------- Title: Sr. Vice President & Portfolio Manager STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY By: Stein Roe & Farnham Incorporated, as Advisor to the Stein Roe Floating Rate Limited Liability Company By: /s/ James R. Fellows ----------------------- Title: Sr. Vice President & Portfolio Manager STRATA FUNDING LTD. By: INVESCO Senior Secured Management Inc., as Sub-Managing Agent By: /s/ Joseph Rotondo ----------------------- Title: Authorized Signatory STRATEGIC MANAGED LOAN PORTFOLIO By: Citibank, N.A., as Manager By: ----------------------- Name: Title: STRONG ADVANTAGE FUND, INC. By: /s/ Gilbert L. Southwell, III ------------------------------ Title: Associate Counsel SUFFIELD CLO LIMITED By: David L. Babson & Company Inc. as Collateral Manager By: /s/ Mary S. Law ----------------------- Title: Managing Director THE SUMITOMO TRUST & BANKING CO., LTD., NEW YORK BRANCH By: /s/ Stephanie M. Fowler ------------------------ Title: Vice President THE SUMITOMO BANKING CORPORATION (effective as of April 1, 2001, The Sumitomo Bank, Limited and The Sakura Bank, Limited merged to form a single entity named Sumitomo Mitsui Banking Corporation) By: /s/ Suresh Tata ----------------------- Title: Senior Vice President SUNTRUST BANK By: ----------------------- Name: Title: SWISS LIFE US RAINBOW LTD. By: ING Capital Advisors LLC, as Investment Manager By: /s/ Greg M. Masuda CFA ----------------------- Title: Vice President TAIPEI BANK, NEW YORK AGENCY By: ----------------------- Name: Title: TCW SELECT LOAN FUND, LIMITED By: /s/ Mark L. Gold ----------------------- Title: Managing Director By: /s/ William Brennan ----------------------- Title: Vice President TEXTRON FINANCIAL CORPORATION By: /s/ Matthew J. Colgan ----------------------- Title: Director THERMOPYLAE FUNDING CORP. By: /s/ Frank B. Bilotta ----------------------- Title: Vice President THE TOKAI BANK, LIMITED, NEW YORK BRANCH By: ----------------------- Name: Title: TORONTO DOMINION (TEXAS), INC. By: /s/ Carolyn R. Faeth ----------------------- Title: Vice President THE TOYO TRUST & BANKING CO., LTD. By: ----------------------- Name: Title: TRAVELERS CORPORATE LOAN FUND, INC. By: Travelers Asset Management International Company LLC By: /s/ Allen Cantrell ----------------------- Title: Investment Officer THE TRAVELERS INSURANCE COMPANY By: /s/ Allen Cantrell ----------------------- Title: Investment Officer TRITON CBO III, LIMITED By: INVESCO Senior Secured Management, Inc., as Investment Advisor By: /s/ Joseph Rotondo ----------------------- Title: Authorized Signatory TRITON CDO IV LIMITED By: INVESCO Senior Secured Management, Inc., as Investment Advisor By: /s/ Joseph Rotondo ----------------------- Title: Authorized Signatory TRYON CLO. LTD. 2000-I By: /s/ William A. Hayes ----------------------- Title: Director UBS AG, STAMFORD BRANCH By: ----------------------- Name: Title: By: ----------------------- Name: Title: UNITED OF OMAHA LIFE INSURANCE COMPANY By: INVESCO Senior Secured Management, Inc., as Portfolio Advisor By: /s/ Joseph Rotondo ----------------------- Title: Authorized Signatory VAN KAMPEN SENIOR FLOATING RATE FUND By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce ----------------------- Title: Executive Director VAN KAMPEN CLO I, LIMITED By: Van Kampen Management, Inc., as Collateral Manager By: /s/ Darvin D. Pierce ----------------------- Title: Executive Director VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce ----------------------- Title: Executive Director VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce ----------------------- Title: Executive Director VARIABLE INSURANCE PRODUCTS II: ASSET MANAGER PORTFOLIO By: ----------------------- Name: Title: VARIABLE INSURANCE PRODUCTS II: GROWTH PORTFOLIO By: ----------------------- Name: Title: WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH By: /s/ Salvatore Battinelli ------------------------- Title: Managing Director By: /s/ Barry Wadler ----------------------- Title: Associate Director WINDSOR LOAN FUNDING, LIMITED. By: Stanfield Capital Partners LLC as its Investment Manager By: /s/ Gregory L. Smith ----------------------- Title: Partner WINGED FOOT FUNDING TRUST By: /s/ Ann E. Morris ----------------------- Title: Authorized Agent