EX-4.7(A) 3 dex47a.txt AMENDMENT NO. 1 TO CREDIT AGREEMENT Exhibit 4.7(a) AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT dated as of March 26, 2002 to the Amended and Restated Credit Agreement dated as of August 24, 2001 (the "Credit Agreement") among EQUISTAR CHEMICALS, LP, a Delaware limited partnership; the LENDERS from time to time party thereto, CITICORP USA, INC. and CREDIT SUISSE FIRST BOSTON, as Co-Syndication Agents; BANK OF AMERICA, N.A. ("BofA"), as Servicing Agent; JPMORGAN CHASE BANK ("JPMCB"), as Collateral Agent; and BofA and JPMCB as administrative agents (in such capacity, the "Administrative Agents"). 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. Amended Definitions. (a) The following new defined terms are added to Section 1.01 of the Credit Agreement in their appropriate alphabetical position: "Capital Expenditures" means, for the Borrower and its Consolidated Subsidiaries for any fiscal year, the aggregate cash expenditures for property, plant and equipment of the Borrower and its Consolidated Subsidiaries for such fiscal year, as the same are (or would in accordance with GAAP be) set forth in a statement of cash flows of such person for such fiscal year; provided that "Capital Expenditures" shall exclude (i) expenditures required, mandated or necessary to comply with the laws, rules, regulations or other requirements of any Governmental Authority, (ii) expenditures of property and casualty insurance or any award or other compensation with respect to any condemnations of property (or any transfer or disposition of property in lieu of condemnation) and related insurance deductibles and (iii) capital expenditures resulting from the acquisition of rolling stock and related accessories, additions, improvements, parts and replacements leased by the Borrower and/or its Consolidated Subsidiaries under railcar operating leases at fiscal year end 2001. 1 "Relaxed Compliance Period" means the period from and including the Amendment Effective Date (as defined in Amendment No. 1 to this Agreement) to and including the date on which the Borrower delivers the financial statements and officer's certificate required pursuant to Section 5.05(a) and (d), respectively, with respect to its fiscal year ended December 31, 2003; provided that the Borrower may terminate the Relaxed Compliance Period by including an election to that effect in an officer's certificate delivered to each of the Administrative Agents and to the Servicing Agent so long as the Total Leverage Ratio for the immediately prior reporting period as set forth in such certificate is not more than 5.00 to 1.00 and the Interest Coverage Ratio for the immediately prior reporting period as set forth in such certificate is not less than 2.50 to 1.00. (b) The following definition in Section 1.01 of the Credit Agreement is amended to read in its entirety as follows: "Senior Secured Leverage Ratio" shall mean the ratio of (i) Total Indebtedness at such date (plus, to the extent not otherwise reflected therein, any outstanding Deferred Amounts and minus, to the extent reflected therein, (x) any outstanding unsecured Indebtedness, (y) any Acceptable Subordinated Loans and (z) at any date from and including April 1, 2002 to and including September 30, 2002, a principal amount of outstanding Revolving Loans of up to $226,000,000 which the Borrower shall have certified in the related notice of borrowing were borrowed to provide financing of rolling stock and related accessories, additions, improvements, parts and replacements leased by the Borrower and/or its Consolidated Subsidiaries under railcar operating leases at fiscal year end 2001) at such date to (ii) EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date, all determined for the Borrower and its Consolidated Subsidiaries on a consolidated basis. (c) The following definition in Section 1.01 of the Credit Agreement is amended to read in its entirety as follows: "Applicable Margin" shall mean (i) with respect to the Term Loans, (A) at any time at which the Applicable Total Leverage Ratio (as defined in the Pricing Schedule) is greater than 6.50 to 1.00, a rate per annum equal to 2.50% in the case of ABR Loans and 3.50% in the case of LIBOR Loans and (B) at any other time, a rate per annum equal to 2.25% in the case of ABR Loans and 3.25% in the case of LIBOR Loans and (ii) with respect to Revolving Loans of any Type outstanding at any time, the percentage rate per annum set forth in the Pricing Schedule as the margin with respect to Loans of such Type which is applicable at such time; 2 provided that the Applicable Margin on any date with respect to Committed Loans of any Type and any Class shall be the sum of the percentage determined in accordance with clause (i) or clause (ii) above, as applicable, plus 2.00%, if on such date (x) an Event of Default exists and (y) except in the case of an Event of Default under Sections 7.01(b), 7.01(c), 7.01(e) or 7.01(f), the Administrative Agents shall have notified the Borrower at the request of the Required Lenders that this proviso shall be applicable. SECTION 3. Covenant Amendments. (a) Section 6.04 is amended to read in its entirety as follows: SECTION 6.04. Total Leverage Ratio. Permit the Total Leverage Ratio at any time during any period set forth below to exceed the applicable ratio set forth below opposite such period (such applicable ratio being the Relaxed Ratio at any date during the Relaxed Compliance Period and the Maximum Ratio at any other date): Period Maximum Ratio Relaxed Ratio ------ ------------- ------------- June 30, 2002- 7.25 to 1.00 Not applicable September 29, 2002 September 30, 2002- 6.25 to 1.00 Not applicable December 30, 2002 December 31, 2002- 5.50 to 1.00 Not applicable March 30, 2003 March 31, 2003- 5.00 to 1.00 8.75 to 1.00 June 29, 2003 June 30, 2003- 5.00 to 1.00 6.75 to 1.00 September 29, 2003 September 30, 2003- 5.00 to 1.00 5.25 to 1.00 December 30, 2003 December 31, 2003 5.00 to 1.00 5.00 to 1.00 and at all times thereafter (b) Section 6.05 is amended to read in its entirety as follows: SECTION 6.05. Interest Coverage Ratio. Permit the Interest Coverage Ratio for the period of four consecutive fiscal quarters ending on 3 3 any date set forth below to be less than the applicable ratio set forth below opposite such date (such applicable ratio to be the Relaxed Ratio for each day during the Relaxed Compliance Period and the Minimum Ratio for any other date): Date Minimum Ratio Relaxed Ratio ---- ------------- ------------- March 31, 2002 1.25 to 1.00 1.00 to 1.00 June 30, 2002 1.40 to 1.00 0.60 to 1.00 September 30, 2002 1.75 to 1.00 0.85 to 1.00 December 31, 2002 2.00 to 1.00 1.00 to 1.00 March 31, 2003 2.50 to 1.00 1.25 to 1.00 June 30, 2003 2.50 to 1.00 1.60 to 1.00 September 30, 2003 2.50 to 1.00 2.00 to 1.00 December 31, 2003 2.50 to 1.00 2.50 to 1.00 each fiscal quarter end thereafter 3.00 to 1.00 3.00 to 1.00 (c) Section 6.10 is amended (i) by designating the existing text as subsection (a) and (ii) by adding the following new subsection (b): (b) During the Relaxed Compliance Period, make any Business Acquisition if after giving effect thereto, the aggregate cash consideration paid by the Borrower and its Consolidated Subsidiaries for all Business Acquisitions consummated during the Relaxed Compliance Period would exceed $25,000,000. (d) The following new Section 6.17 is added to the Credit Agreement: SECTION 6.17. Capital Expenditures. For each fiscal year of the Borrower ending during the Relaxed Compliance Period, permit the Capital Expenditures of the Borrower and its Consolidated Subsidiaries to exceed the applicable Limit Amount set forth in the table below, plus, in the case of fiscal year 2003, the amount if any (in no case to exceed $20,000,000) by which their Capital Expenditures for the fiscal year ending December 31, 2002 are less than $100,000,000: Fiscal Year Limit Amount ----------- ------------ 2002 $100,000,000 2003 $101,530,000 SECTION 4. Increased Pricing. The Pricing Schedule is amended in its entirety to read as Exhibit A attached hereto. 4 4 SECTION 5. Representations of Borrower. The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article III of the Credit Agreement will be true on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and (ii) no Default will have occurred and be continuing on such date. SECTION 6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. SECTION 7. 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 8. Effectiveness. This Amendment shall become effective on the first date when the following conditions are met (the "Amendment Effective Date"): (a) the Administrative Agents shall have received 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 Agents shall have received in form satisfactory to them telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (b) the Administrative Agents shall have received payment of an amendment fee for each Lender which shall have executed and delivered a counterpart hereof as contemplated by clause (a) not later than the Amendment Effective Date, such amendment fee to be in an amount equal to 0.25% of such Lender's Credit Exposure; and (c) each of the Agents and the Arrangers shall have received 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 Effective Date in connection with the Loan Documents. Promptly after the Amendment Effective Date occurs, the Administrative Agents shall notify the Borrower, the other Agents and the Lenders thereof, and such notice shall be conclusive and binding on all parties hereto. 5 5 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. EQUISTAR CHEMICALS, LP, By: /s/ Karen A. Twitchell ------------------------------------- Name: Karen A. Twitchell Title: Principal Financial Officer 6 BANK OF AMERICA, N.A., individually and as Swingline Lender, Fronting Bank, Administrative Agent and Servicing Agent By: /s/ Richard L. Stein ------------------------------- Name: Richard L. Stein Title: Principal JPMORGAN CHASE BANK, individually and as Fronting Bank, Administrative Agent and Collateral Agent By: /s/ Stacey Haimes ------------------------------- Name: Stacey Haimes Title: VP AERIES FINANCE-II, LTD. By: INVESCO Senior Secured Management, Inc. As Sub-Managing Agent By: /s/ Joseph Rotondo ------------------------------- Name: Joseph Rotondo Title: Authorized Signatory AIMCO CLO SERIES 2001-A By: /s/ Jerry D. Zinkula ------------------------------- Name: Jerry D. Zinkula Title: Authorized Signatory By: /s/ Dorothy E. Even ------------------------------- Name: Dorothy E. Even Title: Authorized Signatory 7 AMARA 2 FINANCE, LTD. By: INVESCO Senior Secured Management, Inc. As Sub-Advisor By: /s/ Joseph Rotondo ------------------------------- Name: Joseph Rotondo Title: Authorized Signatory AMARA-1 FINANCE, LTD. By: INVESCO Senior Secured Management, Inc. As Sub-Advisor By: /s/ Joseph Rotondo ------------------------------- Name: Joseph Rotondo Title: Authorized Signatory ANCHOR NATIONAL LIFE INSURANCE COMPANY By: /s/ Steven Oh ------------------------------- Name: Steven Oh Title: Authorized Agent AETNA CDO, LIMITED (ACCT 1277) By: Pacific Investment Management Company LLC, As its Investment Advisor By: /s/ Mohan V. Phansalkar ------------------------------- Name: Mohan V. Phansalkar Title: Executive Vice President 8 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 THE BANK OF NEW YORK By: /s/ Raymond J. Palmer ------------------------------- Name: Raymond J. Palmer Title: Vice President THE BANK OF NOVA SCOTIA By: /s/ N. Bell ------------------------------- Name: N. Bell Title: Assistant Agent BANK ONE, N.A. By: /s/ Daniel A. Davis ------------------------------- Name: Daniel A. Davis Title: Director 9 BILL & MELINDA GATES FOUNDATION By: David L. Babson & Company, Inc. As Investment Adviser By: /s/ Kathleen Lynch ------------------------------- Name: Kathleen Lynch Title: Managing Director BLACK DIAMOND CLO 2000-1 LTD. By: /s/ Alan Corkish ----------------- Name: Alan Corkish Title: Director CAPTIVA II FINANCE LTD. By: /s/ David Dyer --------------- Name: David Dyer Title: Director CAPTIVA III FINANCE LTD. (Acct. 275), As advised by Pacific Investment Management Company LLC By: /s/ David Dyer --------------- Name: David Dyer Title: Director CAPTIVA IV FINANCE LTD. (Acct 1275), As advised by Pacific Investment Management Company LLC By: /s/ David Dyer --------------- Name: David Dyer Title: Director 10 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 CHANCELLOR/TRITON CBO, LIMITED By: INVESCO Senior Secured Management, Inc. As Collateral Manager By: /s/ Joseph Rotondo ------------------- Name: Joseph Rotondo Title: Authorized Signatory CITICORP USA, INC. By: /s/ Nicolas T. Erni --------------------------------------- Name: Nicolas T. Erni Title: Director/VP COLUMBUS LOAN FUNDING LTD. By: Travelers Asset Management International Company LLC By: /s/ Allen R. Cantrell --------------------------------------- Name: Allen R. Cantrell Title: Investment Officer 11 CONSTANTINUS EATON VANCE CDO V, LTD. By: Eaton Vance Management As Investment Advisor By: /s/ Payson F. Swaffield ------------------------ Name: Payson F. Swaffield Title: Vice President CONTINENTAL ASSURANCE COMPANY Separate Account (E) By: TCW Asset Management Company As Attorney-in-Fact By: /s/Mark Gold ------------- Name: Mark Gold Title: Managing Director By: /s/ William Brennan -------------------- Name: William Brennan Title: Vice President CREDIT LYONNAIS NEW YORK BRANCH By: /s/ Bernard Waymuller ---------------------------------------- Name: Bernard Waymuller Title: Senior Vice President 12 CREDIT SUISSE FIRST BOSTON By: /s/ Paul L. Colon ---------------------------------------- Name: Paul L. Colon Title: Vice President By: /s/ Vanessa Gomez ---------------------------------------- Name: Vanessa Gomez Title: Associate CSAM FUNDING I By: /s/ David H. Lerner -------------------- Name: David H. Lerner Title: Authorized Signatory DELANO COMPANY (ACCT 274) By: Pacific Investment Management Company LLC, As its Investment Advisor By: /s/ Mohan V. Phansalkar ---------------------------------------- Name: Mohan V. Phansalkar Title: Executive 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 13 EATON VANCE CDO IV, 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 EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management As Investment Advisor By: /s/ Payson F. Swaffield ------------------------ Name: Payson F. Swaffield Title: Vice President 14 FIRST UNION INSTITUTIONAL DEBT MANAGEMENT, INC. In its individual capacity and as Collateral Manager on behalf of the investment funds under its management as listed on Annex A hereto By: /s/ William A. Hayes --------------------- Name: William A. Hayes Title: Director ANNEX A As of the date of this Agreement, IDM serves as Collateral Manager on behalf of the following funds: ELC (Cayman) Ltd. CDO Series 1999-I ELC (Cayman) Ltd. 1999-III ELC (Cayman) Ltd. 2000-I 15 ELT LTD. By: /s/ Ann E. Morris ------------------ Name: Ann E. Morris Title: Authorized Agent 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 THE FUJI BANK, LIMITED By: /s/ Jacques Azagury --------------------------------- Name: Jacques Azagury Title: Senior Vice President & Manager GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Robert M. Kadlick ---------------------- Name: Robert M. Kadlick Title: Duly Authorized Signatory 16 GRAYSON & CO. By: Boston Management and Research As Investment Advisor By: /s/ Payson F. Swaffield ------------------------ Name: Payson F. Swaffield Title: Vice President HARBOUR TOWN FUNDING LLC By: /s/ Ann E. Morris ------------------ Name: Ann E. Morris Title: Asst. Vice President HARBOURVIEW CDO II LTD., FUND By: /s/ Bill Campbell ------------------ Name: Bill Campbell Title: Manager HARBOURVIEW CLO IV LTD., FUND By: /s/ Bill Campbell ------------------ Name: Bill Campbell Title: Manager THE INDUSTRIAL BANK OF JAPAN, LIMITED NEW YORK BRANCH By: /s/ Michael N. Oakes --------------------- Name: Michael N. Oakes Title: Senior Vice President, Houston Office 17 ING PRIME RATE TRUST By: ING Investments, LLC As its investment manager By: /s/ Charles E. LeMieux, CPA ---------------------------- Name: Charles E. LeMieux, CPA Title: Vice President ING SENIOR INCOME FUND By: ING Investments, LLC As its investment manager By: /s/ Charles E. LeMieux, CPA ---------------------------- Name: Charles E. LeMieux, CPA Title: Vice President INVESCO CBO 2000-1 LTD. By: INVESCO Senior Secured Management, Inc. As Portfolio Advisor By: /s/ Joseph Rotondo ------------------- Name: Joseph Rotondo Title: Authorized Signatory JISSEKIKUN FUNDING, LTD. (ACCT 1288) By: Pacific Investment Management Company LLC, As its Investment Advisor By: /s/ Mohan V. Phansalkar ----------------------------------- Name: Mohan V. Phansalkar Title: Executive Vice President 18 JUPITER LOAN FUNDING LLC By: /s/ Ann E. Morris ------------------ Name: Ann E. Morris Title: Asst. Vice President KZH CNC LLC By: /s/ Joyce Fraser-Bryant ------------------------ Name: Joyce Fraser-Bryant Title: Authorized Agent KZH CRESCENT-2 LLC By: /s/ Joyce Fraser-Bryant ------------------------ Name: Joyce Fraser-Bryant Title: Authorized Agent KZH CRESCENT-3 LLC By: /s/ Joyce Fraser-Bryant ------------------------ Name: Joyce Fraser-Bryant Title: Authorized Agent KZH CRESCENT LLC By: /s/ Joyce Fraser-Bryant ------------------------ Name: Joyce Fraser-Bryant Title: Authorized Agent 19 KZH RIVERSIDE LLC By: /s/ Joyce Fraser-Bryant ------------------------ Name: Joyce Fraser-Bryant Title: Authorized Agent KZH SHOSHONE LLC By: /s/ Joyce Fraser-Bryant ------------------------ Name: Joyce Fraser-Bryant Title: Authorized Agent KZH SOLEIL LLC By: /s/ Joyce Fraser-Bryant ------------------------ Name: Joyce Fraser-Bryant Title: Authorized Agent KZH SOLEIL-2 LLC By: /s/ Joyce Fraser-Bryant ------------------------ Name: Joyce Fraser-Bryant Title: Authorized Agent MAPLEWOOD (CAYMAN) LIMITED By: Mass Mutual Life Insurance Company As Investment Manager By: /s/ Steven J. Katz -------------------------------- Name: Steven J. Katz Title: Second Vice President and Associate General Counsel 20 MASS MUTUAL LIFE INSURANCE COMPANY By: /s/ Steven J. Katz -------------------------------- Name: Steven J. Katz Title: Second Vice President and Associate General Counsel MERRILL, LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Neil Brisson -------------------------------- Name: Neil Brisson Title: Director METROPOLITAN LIFE INSURANCE COMPANY By: /s/ James R. Dingler -------------------------------- Name: James R. Dingler Title: Director ML CLO XX PILGRIM AMERICA (CAYMAN) LTD. By: ING Investments, LLC As its investment manager By: /s/ Charles E. LeMieux, CPA ---------------------------- Name: Charles E. LeMieux, CPA Title: Vice President MOUNTAIN CAPITAL CLO I, LTD. By: /s/ Darren P. Riley -------------------------------- Name: Darren P. Riley Title: Director 21 NATEXIS BANQUES POPULAIRES By: /s/ Timothy L. Polvado -------------------------------- Name: Timothy L. Polvado Title: Vice President and Group Manager By: /s/ Louis P. Laville, III -------------------------------- Name: Louis P. Laville, III Title: Vice President and Group Manager NATIONAL WESTMINSTER BANK PLC By: NatWest Captial Markets Limited, its Agent By: Greenwich Capital Markets, Inc., its Agent By: /s/ Henry Pashalidis --------------------- Name: Henry Pashalidis Title: Vice President NEW ALLIANCE GLOBAL CDO, LIMITED By: Alliance Capital Management L.P., as Sub-advisor By: Alliance Capital Management Corporation, as General Partner By: /s/ Joel Serebransky --------------------- Name: Joel Serebransky Title: Senior Vice President 22 NORSE CBO, LTD. By: Regiment Capital Management, LLC, as its Investment Advisor By: Regiment Capital Advisors, LLC, it Manager and pursuant to delegated authority By: /s/ Timothy S. Peterson ------------------------ Name: Timothy S. Peterson Title: President OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1, LTD. By: INVESCO Senior Secured Management, Inc. As Subadvisor By: /s/ Joseph Rotondo ------------------- Name: Joseph Rotondo Title: Authorized Signatory 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 23 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 PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD. By: ING Investments, LLC As its investment manager By: /s/ Charles E. LeMieux, CPA ---------------------------- Name: Charles E. LeMieux, CPA Title: Vice President PILGRIM CLO 1999-1 LTD. By: ING Investments, LLC As its investment manager By: /s/ Charles E. LeMieux, CPA ---------------------------- Name: Charles E. LeMieux, CPA Title: Vice President PINEHURST TRADING, INC. By: /s/ Ann E. Morris ------------------ Name: Ann E. Morris Title: Asst. Vice President 24 ROYALTON COMPANY (ACCT 280) By: Pacific Investment Management Company LLC, As its Investment Advisor By: /s/ Mohan V. Phansalkar --------------------------------- Name: Mohan V. Phansalkar Title: Executive Vice President Sankaty Advisors, LLC as Collateral Manager for GREAT POINT CLO 1999-1 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 RACE POINT CLO, LIMITED, as Term Lender By: /s/ Diane J. Exter --------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager SANKATY HIGH YIELD PARTNERS II, L.P. By: /s/ Diane J. Exter --------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager 25 SANKATY HIGH YIELD PARTNERS III, L.P. By: /s/ Diane J. Exter --------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager SCUDDER FLOATING RATE FUND By: /s/ Kenneth Weber --------------------------------- Name: Kenneth Weber Title: Senior 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 SEQUILS I, LTD By: TCW Advisors, Inc. as its Collateral Manager By: /s/ Mark L. Gold --------------------------------- Name: Mark L. Gold Title: Managing Director By: /s/ William Brennan --------------------------------- Name: William Brennan Title: Vice President 26 SEQUILS IV, LTD By: TCW Advisors, Inc. as its Collateral Manager By: /s/ Mark L. Gold --------------------------------- Name: Mark L. Gold Title: Collateral Manager By: /s/ William Brennan --------------------------------- Name: William Brennan Title: Vice President SEQUILS-LIBERTY, LTD. By: INVESCO Senior Secured Management, Inc. As Collateral Manager By: /s/ Joseph Rotondo --------------------------------- Name: Joseph Rotondo Title: Authorized Signatory SEQUILS-MAGNUM, LTD. (#1280) By: Pacific Investment Management Company LLC, As its Investment Advisor By: /s/ Mohan V. Phansalkar --------------------------------- Name: Mohan V. Phansalkar Title: Executive Vice President SIMSBUEY CLO, LIMITED By: Mass Mutual Life Insurance Co. As Collateral Manager By: /s/ Steven J. Katz --------------------------------- Name: Steven J. Katz Title: Second Vice President & Associate General Counsel 27 SOCIETE GENERALE By: /s/ Anthony C. Quaglietta --------------------------------- Name: Anthony C. Quaglietta Title: Vice President SRF 2000 LLC By: /s/ Ann E. Morris -------------------------------- Name: Ann E. Morris Title: Asst. Vice President STEIN ROE & FARNHAM CLO I Ltd. By Stein Roe & Farnham Incorporated As Portfolio Manager By: /s/ James R. Fellows -------------------------------- Name: James R. Fellows Title: Sr. Vice President & Portfolio Manager Suffield CLO, Limited By David L. Babson & Co., Inc. As Collateral Manager By: /s/ Kathleen Lynch -------------------------------- Name: Kathleen Lynch Title: Managing Director 28 THE SUMITOMO TRUST & BANKING CO., LTD. New York Branch By: /s/ Elizabeth A. Quirk -------------------------------- Name: Elizabeth A. Quirk Title: Vice President SUNAMERICA LIFE INSURANCE CO. By: /s/ Steven Oh -------------------------------- Name: Steven Oh Title: Authorized Agent TCW SELECT LOAN FUND, LIMITED By: TCW Advisors, Inc. as its Collateral Manager By: /s/ Mark L. Gold -------------------------------- Name: Mark L. Gold Title: Managing Director By: /s/ William Brennan -------------------------------- Name: William Brennan Title: Vice President TEXTRON FINANCIAL CORPORATION By: /s/ Matthew J. Colgan -------------------------------- Name: Matthew J. Colgan Title: Director 29 THERMOPYLAE FUNDING CORP. By: /s/ Frank Bilotta -------------------------------- Name: Frank Bilotta Title: Vice President TORONTO DOMINION (NEW YORK), INC. By: /s/ David G. Parker -------------------------------- Name: David G. Parker Title: Vice President THE TRAVELERS INSURANCE CO. By: /s/ Allen R. Cantrell -------------------------------- Name: Allen R. Cantrell Title: Investment Officer TRITON CBO III, LIMITED By: INVESCO Senior Secured Management, Inc. As Investment Advisor By: /s/ Joseph Rotondo -------------------------------- Name: Joseph Rotondo Title: Authorized Signatory 30 TRITON CDO IV, LIMITED By: INVESCO Senior Secured Management, Inc. As Investment Advisor By: /s/ Joseph Rotondo ------------------- Name: Joseph Rotondo Title: Authorized Signatory UNITED OF OMAHA LIFE INSURANCE COMPANY By: TCW Asset Management Company As Investment Advisor By: /s/ Mark L. Gold -------------------------------- Name: Mark L. Gold Title: Managing Director By: /s/ William Brennan -------------------------------- Name: William Brennan Title: Vice President WHITNEY CASH FLOW FUND II By: /s/ Adrian Duffy -------------------------------- Name: Adrian Duffy Title: Managing Director WINGED FOOT FUNDING TRUST By: /s/ Ann E. Morris -------------------------------- Name: Ann E. Morris Title: Authorized Agent 31