EX-10.7 2 0002.txt FIRST AMENDMENT TO CREDIT AGREEMENT CONFORMED COPY FIRST AMENDMENT dated as of October 11, 2000 (this "Amendment"), to the Credit Agreement dated as of February 22, 2000 (the "Credit Agreement") among UCAR International Inc., a Delaware corporation ("UCAR"), UCAR Global Enterprises Inc., a Delaware corporation ("Global"), UCAR Finance Inc., a Delaware corporation (the "Borrower"), the LC Subsidiaries from time to time party thereto, the Lenders from time to time party thereto and Morgan Guaranty Trust Company of New York, as Administrative Agent, Collateral Agent and Issuing Bank. A. Pursuant to the Credit Agreement, the Lenders and the Issuing Bank have extended credit to the Borrower and the LC Subsidiaries, and have agreed to extend credit to the Borrower and the LC Subsidiaries, in each case pursuant to the terms and subject to the conditions set forth therein. B. The Borrower has informed the Administrative Agent that it seeks an amendment of the Credit Agreement as set forth herein. C. The Required Lenders are willing to agree to such amendment pursuant to the terms and subject to the conditions set forth herein. D. Each capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Credit Agreement. Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Amendments to the Credit Agreement. (a) The following new definition is hereby added to Section 1.01 of the Credit Agreement in its appropriate alphabetical position: "Amendment Fee" shall have the meaning assigned to such term in the First Amendment dated as of October 11, 2000 to this Agreement. (b) The definition of "Applicable Rate" in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "Applicable Rate" shall mean, for any day, (a) with respect to (i) any Revolving Loan or Tranche A Term Loan or (ii) the commitment fees payable hereunder, the applicable rate per annum set forth under the appropriate caption in Table I below or (b) with respect to any Tranche B Term Loan, the applicable rate per annum set forth under the appropriate caption in Table II below, in each case based upon the Leverage Ratio as of the most recent determination date: TABLE I ================================================================ Eurocurrency Base Rate Commitment Fee Leverage Ratio: Spread Spread Rate ---------------------------------------------------------------- Category 1 >3.75 2.75% 1.75% 0.500% - ---------------------------------------------------------------- Category 2 < 3.7 and > 3.50 2.63% 1.63% 0.500% - ---------------------------------------------------------------- Category 3 < 3.50 > 2.75 2.50% 1.50% 0.500% - ---------------------------------------------------------------- Category 4 <2.75 and >2.50 2.25% 1.25% 0.500% - ---------------------------------------------------------------- Category 5 <2.50 and >2.25 2.00% 1.00% 0.375% - ---------------------------------------------------------------- Category 6 <2.25 and >2.00 1.75% 0.75% 0.375% - Category 7 <2.00 and >1.75 1.50% 0.50% 0.375% - Category 8 <1.75 1.00% 0.00% 0.375% ================================================================ TABLE II ========================================================== Eurocurrency Base Rate Leverage Ratio: Spread Spread ---------------------------------------------------------- Category 1 >3.75 3.00% 2.25% - ---------------------------------------------------------- Category 2 <3.75 and >3.50 2.88% 2.13% - ---------------------------------------------------------- Category 3 <3.50 and >2.75 2.75% 2.00% - ---------------------------------------------------------- Category 4 <2.75 and >2.50 2.75% 2.00% - ---------------------------------------------------------- Category 5 <2.50 and >2.25 2.50% 1.50% - ---------------------------------------------------------- Category 6 <2.25 and >2.00 2.50% 1.50% - -3- ---------------------------------------------------------- Category 7 <2.00 and >1.75 2.50% 1.50% - ---------------------------------------------------------- Category 8 <1.75 2.50% 1.50% ========================================================== Except as set forth below, the Leverage Ratio used on any date to determine the Applicable Rate shall be that in effect at the fiscal quarter end next preceding the Financial Statement Delivery Date occurring on or most recently prior to such date; provided that at any time when any Financial Statement Delivery Date shall have occurred and the financial statements or the certificate required to have been delivered under Section 6.04(a), (b) or (c) by such date have not yet been delivered, the Applicable Rate shall be determined by reference to Category 1 in the applicable Table. Notwithstanding the foregoing, until the Financial Statement Delivery Date immediately following June 30, 2000, the Applicable Rate will for all purposes be determined by reference to Category 3 in the applicable Table. (c) The definition of "Net Debt" in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "Net Debt" shall mean, with respect to UCAR, Global, the Borrower and the Subsidiaries on a consolidated basis, at any time, (a) Total Debt at such time minus (b) the aggregate amount held at such time by UCAR, Global, the Borrower and the Subsidiary Loan Parties of (i) Permitted Investments of the type described in clauses (a), (b), (c), (e) and (to the extent analogous to such clauses (a), (b), (c) and (e)) (f) of the definition of Permitted Investments that are denominated in Euros (including Euro-equivalent currencies) or Dollars, mature 30 days or less from the date of determination and are held in jurisdictions from which funds may be freely transferred to the Borrower and (ii) cash denominated in Euros (including Euro-equivalent currencies) or Dollars that are held in jurisdictions from which funds may be freely transferred to the Borrower. (d) Section7.01(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: (b) In the case of UCAR and Global, incur, create, assume or permit to exist any Indebtedness, except: (i) Indebtedness existing on the Effective Date and set forth on Schedule 7.01; -5- (ii) Indebtedness created under the Loan Documents; (iii) Indebtedness permitted by Section 7.01(a)(v); (iv) Indebtedness consisting of unsecured Guarantees of Indebtedness permitted by clauses (iii), (iv), (vii), (viii), (x), (xi) and (xii) of Section 7.01(a); (v) other unsecured Indebtedness in aggregate principal amount not to exceed at any time outstanding the unused amount of unsecured Indebtedness permitted to be incurred by the Subsidiaries by Section 7.01(a)(xii); and (vi) Indebtedness of UCAR consisting of contingent liabilities or Indebtedness of the type referred to in the proviso contained in the definition of "Unrestricted Subsidiary." In addition, UCAR may elect to receive any Restricted Payment permitted to be made to it under Section 7.06 by incurring intercompany Indebtedness to Global. (e) Section 7.05(h) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: (h) sales or other dispositions of accounts receivable of Subsidiaries in connection with factoring arrangements so long as the aggregate face amount at any time outstanding of receivables subject to such arrangements does not exceed (i) $70,000,000 in the aggregate or (ii) $20,000,000 for receivables of Domestic Subsidiaries; (f) The word "and" at the end of Section 7.05(j) of the Credit Agreement is hereby deleted. The period at the end of Section 7.05(k) is hereby deleted and in lieu thereof a semicolon is inserted in its place. (g) A new Section 7.05(l) is hereby inserted immediately following Section 7.05(k) of the Credit Agreement and shall read in its entirety as follows: (l) sales of inventory pursuant to financing arrangements whereby inventory is sold to third parties at a discounted price coupled with the simultaneous formation of a contract to repurchase such inventory at a higher price on a date after such sale so long as the aggregate value of all inventory subject to such arrangements at any time does not exceed $30,000,000 in the aggregate; provided that the difference between the sale price and the repurchase price for each such disposition shall be reasonable in light of the period of time between the applicable sale and repurchase dates. (h) Section 7.06(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: (b) Global may make any Restricted Payments to UCAR (A) in respect of overhead, tax liabilities, legal, accounting and other professional fees and expenses and any fees and expenses associated with registration statements filed with the Securities and Exchange Commission and ongoing public reporting requirements, in each case to the extent actually incurred by UCAR in connection with the business of maintaining its status as a public company or its ownership of the Capital Stock of Global, the Borrower and the Unrestricted Subsidiaries and (B) to distribute an intercompany note evidencing a loan Global made to UCAR in aggregate principal amount of $382,588,032.18 plus accumulated interest thereon; (i) Section 7.11 of the Credit Agreement is hereby amended by inserting the following proviso immediately following the table at the end of such Section: ; provided however, that for purposes of calculating the Interest Coverage Ratio to determine compliance with this Section for any four fiscal quarter period ending before July 1, 2001, (A) to the extent that any amount of the Amendment Fee is deducted from the consolidated net income of UCAR, Global, the Borrower and the Subsidiaries and is not added back in by the definition of EBITDA, such amount shall be added back in to EBITDA and (B) Cash Interest Expense shall not include any amounts attributable to the Amendment Fee. (j) Section 7.12 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: SECTION 7.12. Leverage Ratio. Permit the ratio (the "Leverage Ratio") of (a) Net Debt as of the last day of any fiscal quarter, which last day occurs in any period set forth below, to (b) EBITDA for the four quarter period ended as of such day to be in excess of the ratio set forth below for such period: ------------------------------------------------------------------- From and Including: To and Including: Ratio: ------------------------------------------------------------------- Effective Date September 30, 2000 4.25 : 1.00 ------------------------------------------------------------------- October 1, 2000 June 30, 2001 4.50 : 1.00 ------------------------------------------------------------------- July 1, 2001 September 30, 2001 4.00 : 1.00 ------------------------------------------------------------------- October 1, 2001 September 30, 2002 4.00 : 1.00 ------------------------------------------------------------------- ------------------------------------------------------------------- From and Including: To and Including: Ratio: ------------------------------------------------------------------- October 1, 2002 September 30, 2003 3.75 : 1.00 ------------------------------------------------------------------- October 1, 2003 September 30, 2004 3.75 : 1.00 ------------------------------------------------------------------- October 1, 2004 September 30, 2005 3.50 : 1.00 ------------------------------------------------------------------- October 1, 2005 September 30, 2006 3.50 : 1.00 ------------------------------------------------------------------- October 1, 2006 September 30, 2007 3.50 : 1.00 ------------------------------------------------------------------- October 1, 2007 Tranche B Maturity Date 3.50 : 1.00 ------------------------------------------------------------------- ; provided however, that for purposes of calculating the Leverage Ratio to determine compliance with this Section on any date prior to July 1, 2001, (A) Net Debt shall not include Indebtedness incurred to finance the payment of the Amendment Fee and (B) to the extent that any amount of the Amendment Fee is deducted from the consolidated net income of UCAR, Global, the Borrower and the Subsidiaries and is not added back in by the definition of EBITDA, such amount shall be added back in to EBITDA. SECTION 2. Conversion of Tranche A Loans. The Borrower shall have a one-time option to convert all or a portion of the Tranche A Term Loans denominated in Dollars outstanding on the Amendment Effective Date into Tranche A Term Loans denominated in Euros upon the last day of the Interest Period applicable to the Tranche A Term Loans as of the Amendment Effective Date. To exercise such option, the Borrower shall so notify the Administrative Agent not later than 12:00 noon, New York time, four Business Days before the last day of the Interest Period applicable to the Tranche A Term Loans, specifying the aggregate principal amount of all Tranche A Term Loans denominated in Dollars to be converted into Tranche A Term Loans denominated in Euros. The principal amount of each Tranche A Term Loan so converted shall be determined based upon the Exchange Rate in effect on the date that is four Business Days before the last day of the Interest Period applicable to such Tranche A Term Loan. The Borrower shall have no further option to convert Tranche A Term Loans between Dollars and Euros after it has exercised the option to convert Tranche A Term Loans pursuant to this Section 2 or if it fails to notify the Administrative Agent of its election to exercise its option pursuant to this Section 2 by the date and time specified above. SECTION 3. Representations and Warranties. Each of UCAR, Global and the Borrower represents and warrants to each Lender party hereto that, after giving effect to this Amendment, (a) the representations and warranties set forth in Article IV of the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of the earlier date), and (b) no Default or Event of Default has occurred and is continuing. SECTION 4. Effectiveness. This Amendment shall become effective as of the first date (the "Amendment Effective Date") that the following condition is satisfied: the Administrative Agent or its counsel shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower, UCAR, Global and the Required Lenders. Notwithstanding the foregoing, Section 2 of this Amendment shall not become effective unless the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of Tranche A Term Lenders having Tranche A Term Loans representing at least 51% of the sum of all Tranche A Term Loans outstanding on the Amendment Effective Date. SECTION 5. Amendment Fee. The Borrower agrees to pay to each Lender that executes and delivers a copy of this Amendment to the Administrative Agent (or its counsel) on or prior to October 11, 2000 an amendment fee (the "Amendment Fee") in an amount equal to 0.25% of such Lender's Revolving Commitment (whether used or unused) and outstanding Term Loans , in each case as of the Amendment Effective Date; PROVIDED that the Borrower shall have no liability for any such amendment fee if this Amendment does not become effective. Such amendment fee shall be payable (i) on the Amendment Effective Date, to each Lender entitled to receive such fee as of the Amendment Effective Date and (ii) in the case of any Lender that becomes entitled to such fee after the Amendment Effective Date, within two Business Days after such Lender becomes entitled to such fee. SECTION 6. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Issuing Bank, the Collateral Agent or the Administrative Agent, under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. SECTION 7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but -8- all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof. SECTION 8. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. SECTION 9. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. UCAR INTERNATIONAL INC., by /S/NANCY M. FALLS ----------------------------- Name: Nancy M. Falls Title: Treasurer UCAR GLOBAL ENTERPRISES INC., by /S/NANCY M. FALLS ----------------------------- Name: Nancy M. Falls Title: Treasurer UCAR FINANCE INC., by /S/NANCY M. FALLS ----------------------------- Name: Nancy M. Falls Title: Treasurer MORGAN GUARANTEE TRUST COMPANY OF NEW YORK, as a Lender, as Administrative Agent, Collateral Agent and Issuing Bank, by /S/DEBORAH DESANTIS ------------------------------- Name: Deborah DeSantis Title: Vice President ABN AMRO BANK N.V., by /S/ DAVID A. MANDELL ------------------------------- Name: David A. Mandell Title: Senior Vice President by /S/ GEORGE DUGAN ------------------------------- Name: George Dugan Title: Group Vice President BANKERS TRUST COMPANY, by /S/ SCOTTYE D. LINDSEY ------------------------------- Name: Scottye D. Lindsey Title: Vice President BANK OF AMERICA, N.A., by /S/ EILEEN C. HIGGINS ------------------------------- Name: Eileen C. Higgins Title: Vice President THE BANK OF NEW YORK, by /S/ RONALD R. REEDY ------------------------------- Name: Ronald R. Reedy Title: Vice President THE BANK OF NOVA SCOTIA, by /S/ JOHN W. CAMPBELL ------------------------------- Name: John W. Campbell Title: Unit Head BANK POLSKA KASA OPIEKI S.A., NEW YORK BRANCH, by /S/ HUSSEIN B. EL-TAWIL ------------------------------- Name: Hussein B. El-Tawil Title: Vice President THE CHASE MANHATTAN BANK, by /S/ JAMES H. RAMAGE ------------------------------- Name: James H. Ramage Title: Managing Director CREDIT INDUSTRIEL ET COMMERCIAL, by /S/ DAVID WILSON ------------------------------- Name: David Wilson Title: Manager by /S/ CLIVE CARPENTER ------------------------------- Name: Clive Carpenter Title: Manager CREDIT LYONNAIS NEW YORK BRANCH, by /S/ ATTILA KOC ------------------------------- Name: Attila Koc Title: Senior Vice President CREDIT SUISSE FIRST BOSTON, by /S/ JOEL GLODOWSKI ------------------------------- Name: Joel Glodowski Title: Managing Director by /S/ LALITA ADVANI Name: Lalita Advani Title: Assistant Vice President FIRST UNION NATIONAL BANK, by /S/ ROBERT A. BROWN ------------------------------- Name: Robert A. Brown Title: Vice President FUJI BANK, LTD., by /S/ NOBUOKI KOIKE ------------------------------- Name: Nobuoki Koike Title: Vice President & Senior Team Leader THE INDUSTRIAL BANK OF JAPAN, LTD., by /S/ JOHN DIPPO ------------------------------- Name: John Dippo Title: Senior Vice President NATEXIS BANQUES POPULAIRES, by /S/ GARY KANIA Name: Gary Kania Title: Vice President by /S/ JORDAN SADLER ------------------------------- Name: Jordan Sadler Title: Assistant Vice President PNC BANK NATIONAL ASSOCIATION, by /S/ LOUIS K. MCLINDEN, JR. ------------------------------- Name: Louis K. McLinden, Jr. Title: Vice President TORONTO DOMINION (NEW YORK), INC., by /S/ DAVID G. PARKER ------------------------------- Name: David G. Parker Title: Vice President CIBC WORLD MARKETS PLC, by /S/ NEIL MCMILLAN ------------------------------- Name: Neil McMillan Title: Director NORTHWOODS CAPITAL II, LIMITED, By: Angelo, Gordon & Co., L.P., as Collateral Manager, by /S/ JOHN W. FRASER ------------------------------- Name: John W. Fraser Title: TRITON CDO IV, LIMITED, By: INVESCO Senior Secured Management, Inc., as Investment Advisor, by /S/ GREGORY STOECKLE ------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory AVALON CAPITAL LTD., By: INVESCO Senior Secured Management, Inc., as Portfolio Advisor, by /S/ GREGORY STOECKLE ------------------------------- Name: Gregory Stoeckle Title: Authorized Signatory ARCHIMEDES FUNDING II, LTD., By: ING Capital Advisors LLC, as Collateral Manager by /S/ JONATHAN DAVID ------------------------------- Name: Jonathan David Title: Vice President ARCHIMEDES FUNDING III, LTD., By: ING Capital Advisors LLC, as Collateral Manager by /S/ JONATHAN DAVID ------------------------------- Name: Jonathan David Title: Vice President SEQUILS-ING I (HBDGM), LTD., By: ING Capital Advisors LLC, as Collateral Manager by /S/ JONATHAN DAVID ------------------------------- Name: Jonathan David Title: Vice President SWISS LIFE US RAINBOW LIMITED, By: ING Capital Advisors LLC, as Investment Manager by /S/ JONATHAN DAVID ------------------------------- Name: Jonathan David Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION, by /S/ GREGORY HONG ------------------------------- Name: Gregory Hong Title: Duly Authorized Signatory KZH CYPRESSTREE LLC, by /S/ KIMBERLY ROWE ------------------------------- Name: Kimberly Rowe Title: Authorized Agent KZH ING I LLC, by /S/ KIMBERLY ROWE ------------------------------- Name: Kimberly Rowe Title: Authorized Agent KZH ING 2 LLC, by /S/ KIMBERLY ROWE ------------------------------- Name: Kimberly Rowe Title: Authorized Agent KZH ING 3 LLC, by /S/ KIMBERLY ROWE ------------------------------- Name: Kimberly Rowe Title: Authorized Agent KZH LANGDALE LLC, by /S/ KIMBERLY ROWE ------------------------------- Name: Kimberly Rowe Title: Authorized Agent KZH RIVERSIDE LLC, by /S/ KIMBERLY ROWE ------------------------------- Name: Kimberly Rowe Title: Authorized Agent KZH SOLEIL 2 LLC, by /S/ KIMBERLY ROWE ------------------------------- Name: Kimberly Rowe Title: Authorized Agent ARES III CLO LTD., By: ARES CLO Management LLC Investment Manager, by /S/ SETH J. BRUFSKY ------------------------------- Name: Seth J. Brufsky Title: Vice President CITIBANK N.A. as Additional Investment Manager for and on behalf of FIVE FINANCE CORPORATION, by /S/ MARTIN DAVEY ------------------------------- Name: Martin Davey Title: Vice President by /S/ DANIEL SLOTKIN ------------------------------- Name: Daniel Slotkin Title: Vice President ALLSTATE LIFE INSURANCE COMPANY, by /S/ ROBERT B. BODETT ------------------------------- Name: Robert B. Bodett Title: Authorized Signatories by /S/ PATRICIA W. WILSON ------------------------------- Name: Patricia W. Wilson Title: Authorized Signatory MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, By: David L. Babson & Company Inc. as Investment Adviser, by /S/ MARY ANN MCCARTHY ------------------------------- Name: Mary Ann McCarthy Title: Managing Director MAPLEWOOD (CAYMAN) LIMITED, By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager, by /S/ MARY ANN MCCARTHY ------------------------------- Name: Mary Ann McCarthy Title: Managing Director SIMSBURY CLO, LIMITED, By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager, by /S/ MARY ANN MCCARTHY ------------------------------- Name: Mary Ann McCarthy Title: Managing Director AMMC CDO I, LIMITED, By: American Money Management Corp. as Collateral Manager by /S/ DAVID P. MEYER ------------------------------- Name: David P. Meyer Title: Vice President CARLYLE HIGH YIELD PARTNERS II, LTD., by /S/ LINDA M. PACE ------------------------------- Name: Linda M. Pace Title: Vice President INDOSUEZ CAPITAL FUNDING IV, L.P., By: Indosuez Capital as Portfolio Advisor, by /S/ DAN A. SMITH ------------------------------- Name: Dan A. Smith Title: Managing Director BHF (USA) CAPITAL CORPORATION, by /S/ A. ALMONTE ------------------------------- Name: A. Almonte Title: Associate by /S/ D. MCDOUGALL ------------------------------- Name: D. Mcdougall Title: Vice President GALAXY CLO 1999-1, LTD., By: SAI Investment Adviser, Inc. it's Collateral Manager, by /S/ THOMAS G. BRANDT ------------------------------- Name: Thomas G. Brandt Title: Authorized Agent ATHENA CDO, LIMITED, By: Pacific Investment Management Company LLC, as its Investment Advisor, by /S/ MOHAN V. PHANSALKAR ------------------------------- Name: Mohan V. Phansalkar Title: Senior Vice President CAPTIVA III FINANCE LTD., as advised by Pacific Investment Management Company LLC, by /S/ DAVID DYER ------------------------------- Name: David Dyer Title: Director DELANO COMPANY, By: Pacific Investment Management Company LLC, as its Investment Advisor, by /S/ MOHAN V. PHANSALKAR ------------------------------- Name: Mohan V. Phansalkar Title: Senior Vice President MONUMENT CAPITAL LTD., as Assignee, By: Alliance Capital Management L.P., as Investment Manager, By: Alliance Capital Management Corporation, as General Partner, by /S/ SVERKER JOHANSSON ------------------------------- Name: Sverker Johansson Title: Vice President MUZINICH CASHFLOW CBO, LIMITED, by /S/ DANIEL NACCARELLA ------------------------------- Name: Daniel Naccarella Title: Attorney-In-Fact MOUNTAIN CAPITAL CLO II LTD., by /S/ DARREN P. RILEY ------------------------------- Name: Darren P. Riley Title: Director Sankaty Advisors, Inc. as Collateral Manager for BRANT POINT CBO 1999-1, LTD., as Term Lender, by /S/ DIANE J. EXTER ------------------------------- Name: Diane J. Exter Title: Executive Vice President, Porfolio Manager SANKATY HIGH YIELD PARTNERS II, L.P., by /S/ DIANE J. EXTER ------------------------------- Name: Diane J. Exter Title: Executive Vice President, Porfolio Manager Sankaty Advisors, Inc. as Collateral Manager for GREAT POINT CLO 1999-1, LTD., as Term Lender, by /S/ DIANE J. EXTER ------------------------------- Name: Diane J. Exter Title: Executive Vice President, Porfolio Manager PUTNAM MASTER INTERMEDIATE INCOME TRUST, by /S/ JOHN R. VERANI ------------------------------- Name: John R. Verani Title: Vice President PUTNAM PREMIER INCOME TRUST, by /S/ JOHN R. VERANI ------------------------------- Name: John R. Verani Title: Vice President PUTNAM VARIABLE TRUST-PVT DIVERSIFIED INCOME FUND, by /S/ JOHN R. VERANI ------------------------------- Name: John R. Verani Title: Vice President PUTNAM MASTER INCOME TRUST, by /S/ JOHN R. VERANI ------------------------------- Name: John R. Verani Title: 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, LTD., By: Octagon Credit Investors, LLC as Portfolio Manager, by /S/ MICHAEL B. NECHAMKIN ------------------------------- Name: Michael B. Nechamkin Title: Portfolio Manager ELT LTD. by /S/ ANN E. MORRIS ------------------------------- Name: Ann E. Morris Title: Authorized Agent GLENEAGLES TRADING LLC, by /S/ ANN E. MORRIS ------------------------------- Name: Ann E. Morris Title: Asst. Vice President WINGED FOOT FUNDING TRUST, by /S/ ANN E. MORRIS ------------------------------- Name: Ann E. Morris Title: Authorized Agent PPM SPYGLASS FUNDING TRUST, by /S/ ANN E. MORRIS ------------------------------- Name: Ann E. Morris Title: Authorized Agent OLYMPIC FUNDING TRUST, SERIES 1999-1, by /S/ ANN E. MORRIS ------------------------------- Name: Ann E. Morris Title: Authorized Agent SAWGRASS TRADING LLC, by /S/ ANN E. MORRIS ------------------------------- Name: Ann E. Morris Title: Asst. Vice President KATONAH I, LTD., by /S/ MARC S. DIAGONALE ------------------------------- Name: Marc S. Diagonale Title: Treasurer, Katonah Capital LLC as Manager by: PPM America, Inc., as Attorney-in-fact,on behalf of JACKSON NATIONAL LIFE INSURANCE COMPANY, by /S/ MICHAEL J. HARRINGTON ------------------------------- Name: Michael J. Harrington Title: Vice President HARCH CLO I LTD., by /S/ MICHAEL E. LEWITT ------------------------------- Name: Michael E. Lewitt Title: Authorized Signatory ELF FUNDING TRUST I, By: Highland Capital Management, L.P. as Collateral Manager, by /S/ JAMES DONDERO, CFA, CPA ------------------------------- Name: James Dondero, CFA, CPA Title: President SENIOR DEBT PORTFOLIO, By: Boston Management and Research as Investment Advisor, by /S/ SCOTT H. PAGE ------------------------------- Name: Scott H. Page 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 EATON VANCE INSTITUTIONAL SENIOR LOAN FUND, By: Eaton Vance Management as Investment Advisor, by /S/ SCOTT H. PAGE ------------------------------- Name: Scott H. Page Title: Vice President OXFORD STRATEGIC INCOME FUND, By: Eaton Vance Management as Investment Advisor, by /S/ SCOTT H. PAGE ------------------------------- Name: Scott H. Page Title: Vice President EATON VANCE CDO III, LTD., By: Eaton Vance Management as Investment Advisor, by /S/ SCOTT H. PAGE ------------------------------- Name: Scott H. Page Title: Vice President MELLON FINANCIAL SERVICES, by /S/ ROBERT J. REICHENBACH ------------------------------- Name: Robert J. Reichenbach Title: AVP COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., by /S/ J. SHAW ------------------------------- Name: J. Shaw Title: Deputy Manager by /S/ SUE HEAD ------------------------------- Name: Sue Head Title: Deputy Manager KEMPER FLOATING RATE FUND, by /S/ KELLY D. BABSON ------------------------------- Name: Kelly D. Babson Title: Managing Director LIBERTY-STEIN ROE ADVISOR FLOATING RATE ADVANTAGE FUND By: Stein Roe & Farnham Incorporated, as Advisor, by /S/ JAMES R. FELLOWS ------------------------------- Name: James R. Fellows Title: Sr. Vice President & Portfolio Manager 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 STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY, by /S/ JAMES R. FELLOWS ------------------------------- Name: James R. Fellows Title: Sr. Vice President Stein Roe & Farnham Incorporated, as Advisor to the Stein Roe Floating Rate Limited Liability Company 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 STANFIELD CLO LTD. By: Stanfield Capital Partners LLC as its Collateral Manager, by /S/ GREGORY L. SMITH ------------------------------- Name: Gregory L. Smith Title: Partner COLUMBUS LOAN FUNDING LTD., by /S/ JORDAN M. STITZER ------------------------------- Name: Jordan M. Stitzer Title: Vice President THE TRAVELERS INSURANCE COMPANY, by /S/ JORDAN M. STITZER ------------------------------- Name: Jordan M. Stitzer Title: Vice President TRAVELERS CORPORATE LOAN FUND INC., by /S/ JORDAN M. STITZER ------------------------------- Name: Jordan M. Stitzer Title: Vice President VAN KAMPEN CLO II, LIMITED BY: VAN KAMPEN MANAGEMENT INC., as Collateral Manager, by /S/ DARVIN D. PIERCE ------------------------------- Name: Darvin D. Pierce Title: Vice President VAN KAMPEN SENIOR FLOATING RATE FUND, By: Van Kampen Investment Advisory Corp. by /S/ DARVIN D. PIERCE ------------------------------- Name: Darvin D. Pierce Title: Vice President VAN KAMPEN PRIME RATE INCOME TRUST, By: Van Kampen Investment Advisory Corp. by /S/ DARVIN D. PIERCE ------------------------------- Name: Darvin D. Pierce Title: Vice President VAN KAMPEN SENIOR INCOME TRUST, By: Van Kampen Investment Advisory Corp. by /S/ DARVIN D. PIERCE ------------------------------- Name: Darvin D. Pierce Title: Vice President