##### 



EXHIBIT 10.1 AMENDMENT TO CREDIT AGREEMENT AMENDMENT TO CREDIT AGREEMENT, dated as of March 31, 2004 (the
Amendment), among EAGLEPICHER HOLDINGS, Inc., a Delaware corporation
(Holdings) and EAGLEPICHER INCORPORATED, an Ohio corporation (the
Borrower), the lenders party hereto (each a Lenderand collectively, the
Lenders) and HARRIS TRUST AND SAVINGS BANK, as Administrative Agent (in such
capacity, the Agent). All terms used herein which are not otherwise
specifically defined herein shall have the same meaning herein as defined in
the Credit Agreement as further amended hereby. W I T N E S S E T H: WHEREAS, Holdings, the Borrower, the Lenders and the Agent are parties to
that certain Credit Agreement, dated as of August 7, 2003 (the Credit
Agreement); and WHEREAS, the Borrower has requested that (i) the Fixed Charge Coverage
Ratio be amended, (ii) the Leverage Ratio be amended, (iii) the Restricted
Payment, Indebtedness and Investment covenants be amended and (iv) the amount
of Capital Expenditures be amended, and that certain other amendments be made
to the Credit Agreement; and WHEREAS, the Lenders and the Agents party hereto, are willing to so amend
the Credit Agreement, subject to the terms and conditions hereinafter set
forth; NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally
bound thereby, covenant and agree as follows: SECTION 1. AMENDMENTS. Subject to the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement shall be and hereby is amended as
follows: 1.1 New Definitions.Section 1.1 of the Credit Agreement shall be amended
by inserting in the appropriate alphabetical order the following definitions to
read as follows: CPImeans the United States City Average All
Items for All Urban Consumers (CPI-U, 1982-84=100)
published by the Bureau of Labor Statistics of the
U.S. Department of Labor. If the publication of the
Consumer Price Index of the U.S. Bureau of Labor
Statistics is discontinued, comparable statistics on
the purchasing power of the consumer dollar published
by a responsible financial periodical selected by the
Agent shall be used for making such computations.




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Foreign Subsidiary Distributionmeans any cash
dividend or other cash distribution with respect to
any Equity Interest of the Borrower in any Foreign
Subsidiary or any cash payment, including any sinking
fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or
termination of any Equity Interest of the Borrower in
such Foreign Subsidiary or any option, warrant or
other right to acquire any such Equity Interest of the
Borrower in such Foreign Subsidiary. Foreign Subsidiary Loansmeans loans made by
any Foreign Subsidiary to the Borrower in an aggregate
principal amount not to exceed the aggregate amount of
cash on hand from such Foreign Subsidiary, commencing
after the Effective Date, provided thatsuch loans
shall (a) mature no earlier than the date that is 180
days after the Tranche B Maturity Date and (b) be
expressly subordinated to the Obligations on terms
reasonably satisfactory to the Administrative Agent. Maximum Granaria Management Feemeans euro
2,000,000 subject to adjustment as follows: on
September 1, 2004 and each September 1 thereafter, the
current Maximum Granaria Management Fee shall be
calculated by multiplying euro 2,000,000 by the sum of
(i) 1 plus(ii) the amount equal to (x) the CPI on
such adjustment date dividedby CPI for September 1,
2004 minus(y) 1. 1.2 Indebtedness.Section 6.01(a)(xv) of the Credit Agreement shall be
amended and restated in its entirety to read as follows: (xv) the BV Loans and Foreign Subsidiary Loans; and 1.3. Investments. Section 6.04 of the Credit Agreement shall be amended
by (i) deleting the word and at the end of clause (l) thereof, (ii) deleting
the period at the end of clause (m) thereof and replacing such period with the
word and and (iii) inserting a new clause (n) in the appropriate
alphabetical order to read as follows: (n) investments by the Borrower in Equity
Interests of any Foreign Subsidiary in amounts not to
exceed the aggregate amount of all Foreign Subsidiary
Distributions made by such Foreign Subsidiary to the
Borrower after the Effective Date; provided thatany
such Equity Interest held by Borrower shall be pledged
pursuant to the Collateral Agreement (subject to the
limitations applicable to Equity Interests of a
foreign subsidiary referred to in paragraph (b) of the
definition of the term Collateral and Guaranty
Requirement). - 2 -




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##### 



1.4. Restricted Payments. Section 6.08(a)(iii) of the Credit Agreement
shall be and is hereby amended and restated in its entirety to read as follows: (iii) during any fiscal year thereof, the
Borrower may pay management fees to Granaria or any of
its Affiliates in an aggregate amount not to exceed
the Maximum Granaria Management Fee in effect during
such fiscal year and reimburse Granaria or any of its
Affiliates for their reasonable out-of-pocket expenses
relating to their management of Holdings, 1.5. Indebtedness. Section 6.08(b)(vii) shall be amended and restated in
its entirety to read as follows: (vii) prepayment of Foreign Subsidiary Loans and
prepayment of up to $5,000,000 in aggregate principal
amount of BV Loans which do not constitute Foreign
Subsidiary Loans; provided that, in either case, no
Event of Default shall have occurred and be continuing
after giving effect to any such payment; and 1.6. Leverage Ratio. Section 6.13 of the Credit Agreement shall be and is
hereby amended and restated in its entirety to read as follows: Section 6.13. Leverage Ratio. The Borrower will
not permit the Leverage Ratio as of any fiscal quarter
end during any period set forth below to exceed the
ratio set forth opposite such period: PERIOD
    
    RATIOMarch 1, 2004 to and including May 31, 2004
    
    
    4.70 to 1.00June 1, 2004 to and including August 31, 2004
    
    
    4.50 to 1.00September 1, 2004 to and including August 31, 2005
    
    
    4.25 to 1.00September 1, 2005 to and including August 31, 2006
    
    
    4.00 to 1.00September 1, 2006 to and including August 31, 2007
    
    
    3.75 to 1.00September 1, 2007 to and including August 31, 2008
    
    
    3.25 to 1.00September 1, 2008 and thereafter
    
    
    3.00 to 1.00
 - 3 -




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##### 



1.6. Fixed Charge Coverage Ratio. Section 6.14 of the Credit Agreement
shall be and is hereby amended and restated in its entirety to read as follows: Section 6.14. Fixed Charge Coverage Ratio. The
Borrower will not permit the ratio of (a) Consolidated
EBITDA minus Capital Expenditures to (b) Consolidated
Fixed Charges, in each case for any period of four
consecutive fiscal quarters ending on any fiscal
quarter end during any period set forth below, to be
less than the ratio set forth below opposite such
period: PERIOD
    
    RATIOMay 31, 2004 to and including August 31, 2004
    
    
    1.15 to 1.00September 1, 2004 to and including August 31, 2005
    
    
    1.25 to 1.00September 1, 2005 to and including August 31, 2006
    
    
    1.50 to 1.00September 1, 2006 to and including August 31, 2007
    
    
    1.50 to 1.00September 1, 2007 and thereafter
    
    
    1.75 to 1.00
 1.7. Capital Expenditures.Section 6.15(a) of the Credit Agreement shall
be and is hereby amended by deleting the phrase to exceed $40,000,000 in the
aggregate therein and replacing such with the phrase to exceed (i) for the
fiscal year ending November 30, 2004, $45,000,000 in the aggregate and (ii) at
all other times, $40,000,000 in the aggregate in lieu thereof. SECTION 2. CONDITIONS PRECEDENT. The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent: 2.1. The Borrower, the Agent and Required Lenders shall have
executed and delivered this Amendment. 2.2. The Agent shall have received copies (executed or certified, as
may be appropriate) of all legal documents or proceedings taken in
connection with the execution and delivery of this Amendment to the
extent the Agent or its counsel may reasonably request. 2.3. Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Agent and its counsel. - 4 -




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SECTION 3. REPRESENTATIONS. In order to induce the Lenders to execute and deliver this Amendment, the
Borrower hereby represents to the Lenders that as of the date hereof the
representations and warranties set forth in Article III of the Credit Agreement
are and shall be and remain true and correct (except that the representations
contained in Section 3.04 shall be deemed to refer to the most recent financial
statements of the Borrower delivered to the Agent) and the Borrower is in
compliance with the terms and conditions of the Credit Agreement and no Default
or Event of Default has occurred and is continuing under the Credit Agreement
or shall result after giving effect to this Amendment. SECTION 4. MISCELLANEOUS. 4.1. The Borrower heretofore executed and delivered to the Agent the
Collateral Agreement and certain other collateral documents. The Borrower
hereby acknowledges and agrees that the Liens created and provided for by the
Collateral Agreement continues to secure, among other things, the Obligations
arising under the Credit Agreement as amended hereby; and the Collateral
Agreement and the rights and remedies of the Agent thereunder, the obligations
of the Borrower thereunder, and the Liens created and provided for thereunder
remain in full force and effect and shall not be affected, impaired or
discharged hereby. Nothing herein contained shall in any manner affect or
impair the priority of the liens and security interests created and provided
for by the Collateral Agreement as to the indebtedness which would be secured
thereby prior to giving effect to this Amendment. 4.2. Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
any note, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby. 4.3. The Borrower agrees to pay on demand all costs and expenses of or
incurred by the Agent in connection with the negotiation, preparation,
execution and delivery of this Amendment, including the fees and expenses of
counsel for the Agent. 4.4. This Amendment may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of New York. [SIGNATURE PAGE TO FOLLOW] - 5 -




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##### 



IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written. EAGLEPICHER HOLDINGS, INC.By
    
    /s/ Thomas R. PilholskiName: Thomas R. PilholskiTitle: Senior Vice President and Chief Financial
OfficerEAGLEPICHER INCORPORATEDBy
    
    /s/ Thomas R. PilholskiName: Thomas R. PilholskiTitle: Senior Vice President and Chief Financial
OfficerHARRIS TRUST AND SAVINGS BANK, individually and as AgentBy
    
    /s/ Danjuma GibsonName: Danjuma GibsonTitle: Vice PresidentABN AMRO BANK N.V.By
    
    /s/ Angela NoiqueName: Angela NoiqueTitle: Group Vice PresidentBy
    
    /s/ John M. PastoreName: John M. PastoreTitle: Vice PresidentUBS AG, CAYMAN ISLAND BRANCHBy
    
    /s/ Wilfred V. SaintName: Wilfred V. SaintTitle: Director Banking Products Services, USBy
    
    /s/ Joselin FernandesName: Joselin FernandesTitle: Associate Director Banking Products
Services, US
 - 6 -




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##### 



GENERAL ELECTRIC CAPITAL CORPORATIONBy
    
    /s/ Larry FaveName: Larry FaveTitle: Authorized SignatoryBANK ONE, NA, with its main office in Chicago, IllinoisBy
    
    /s/ Steven J. KrakoskiName: Steven J. KrakoskiTitle: First Vice PresidentPNC BANK, NATIONAL ASSOCIATIONBy
    
    /s/ Bruce A. KitnerName: Bruce A. KitnerTitle: Vice PresidentPROVIDENT BANKBy
    
    /s/ Richard E. WirthlinName: Thomas R. PilholskiTitle: Senior Vice PresidentCREDIT INDUSTRIAL ET COMMERCIALBy
    
    /s/ Anthony RockName: Anthony RockTitle: Vice PresidentBy
    
    /s/ Brian OLearyName: Brian OLearyTitle: Vice PresidentRZB FINANCE LLC, CONNECTICUT OFFICEBy
    
    /s/ Astrid WilkeName: Astrid WilkeTitle: Vice PresidentBy
    
    /s/ Christoph HoedlName: Christoph HoedlTitle: Vice President
 - 7 -




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##### 



GOLDENTREE LOAN
OPPORTUNITIES II,    LIMITED (BY: GOLDENTREE ASSET    MANAGEMENT, LP)By
    
    /s/ Frederick S. HadadName: Frederick S. HaddadTitle:AMARA-I FINANCE, LTD.BY: PATRIARCH PARTNERS XI, LLC,ITS MANAGING AGENTBy
    
    /s/ Lynn TiltonName: Lynn TiltonTitle: ManagerAMARA 2 FINANCE, LTD.BY: PATRIARCH PARTNERS XI, LLC,ITS MANAGING AGENTBy
    
    /s/ Lynn TiltonName: Lynn TiltonTitle: ManagerINVESCO EUROPEAN CDO I S.A.BY: INVESCO SENIOR SECURED MANAGEMENT,    INC., AS COLLATERAL MANAGERBy
    
    /s/ Joseph RotondoName: Joseph RotondoTitle: Authorized SignatoryAVALON CAPITAL LTD.BY: INVESCO SENIOR SECURED MANAGEMENT,    INC., AS PORTFOLIO ADVISORBy
    
    /s/ Joseph RotondoName: Joseph RotondoTitle: Authorized SignatoryAVALON CAPITAL LTD. 2BY: INVESCO SENIOR SECURED MANAGEMENT,    INC., AS PORTFOLIO ADVISORBy
    
    /s/ Joseph RotondoName: Joseph Rotondo
 - 8 -




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##### 



Title: Authorized SignatoryCHARTER VIEW PORTFOLIOBY: INVESCO SENIOR
SECURED MANAGEMENT,    INC., AS INVESTMENT ADVISORBy
    
    /s/ Joseph RotondoName: Joseph RotondoTitle: Authorized SignatoryDIVERSIFIED CREDIT PORTFOLIO LTD.BY: INVESCO SENIOR SECURED MANAGEMENT,    INC., AS INVESTMENT ADVISORBy
    
    /s/ Joseph RotondoName: Joseph RotondoTitle: Authorized SignatoryAIM FLOATING RATE FUNDBY: INVESCO SENIOR SECURED MANAGEMENT,    INC., AS SUB-ADVISORBy
    
    /s/ Joseph RotondoName: Joseph RotondoTitle: Authorized SignatorySEQUILS-LIBERTY, LTD.BY: INVESCO SENIOR SECURED MANAGEMENT,    INC., AS COLLATERAL MANAGERBy
    
    /s/ Joseph RotondoName: Joseph RotondoTitle: Authorized SignatorySAGAMORE CLO LTD.BY: INVESCO SENIOR SECURED MANAGEMENT,    INC., AS COLLATERAL MANAGERBy
    
    /s/ Joseph RotondoName: Joseph RotondoTitle: Authorized Signatory
 - 9 -




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##### 



SARATOGA CLO I, LIMITEDBY: INVESCO SENIOR SECURED MANAGEMENT,    INC., AS ASSET MANAGERBy
    
    /s/ Joseph RotondoName: Joseph RotondoTitle: Authorized SignatoryOLYMPIC FUNDING TRUST, SERIES 1999-1By
    
    /s/ Ann E. MorrisName: Ann E. MorrisTitle: Authorized AgentMUIRFIELD TRADING LLCBy
    
    /s/ Ann E. MorrisName: Ann E. MorrisTitle: Authorized AgentGULF STREAM-COMPASS CLO 2003-1, LTD.By
    
    /s/ Barry K. LoveName: Barry K. LoveTitle: Chief Credit OfficerAPEX (TRIMARAN) CDO 1, LTD.BY: TRIMARAN ADVISORS, L.L.C.By
    
    /s/ David M. MillisonName: David M. MillisonTitle: Managing DirectorSTELLAR FUNDING, LTD.By
    
    /s/ Kaitlin TrinhName: Kaitlin TrinhTitle: Fund Controller
 - 10 -




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##### 



VENTURE CDO 2002, LIMITEDBY ITS INVESTMENT ADVISORS MJX ASSET    MANAGEMENT LLCBy
    
    /s/ Hans L. ChristensenName: Hans L. ChristensenTitle: Chief Investment OfficerVENTURE II CDO 2002, LIMITEDBY ITS INVESTMENT ADVISORS MJX ASSET    MANAGEMENT LLCBy
    
    /s/ Hans L. ChristensenName: Hans L. ChristensenTitle: Chief Investment OfficerDENALI CAPITAL CLO I, LTD.BY: DENALI CAPITAL LLC, MANAGING    MEMBER OF DC FUNDING PARTNERS,    PROTFOLIO MANAGER FOR DENALI CAPITAL    CLO I, LTD., OR AN AFFILIATEBy
    
    /s/ John P. ThackerName: John P. ThackerTitle: Chief Credit OfficerDENALI CAPITAL CLO III, LTD.BY: DENALI CAPITAL LLC, MANAGING    MEMBER OF DC FUNDING PARTNERS,    PROTFOLIO MANAGER FOR DENALI CAPITAL    CLO III, LTD., OR AN AFFILIATEBy
    
    /s/ John P. ThackerName: John P. ThackerTitle: Chief Credit OfficerMOUNTAIN CAPITAL CLO II LTD.By
    
    /s/ Chris SiddonsName: Chris SiddonsTitle: Director
 - 11 -




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##### 



CLYDESDALE CLO 2003 LTD.NOMURA RESEARCH AND ASSET    MANAGEMENT INC., AS AGENTBy
    
    /s/ unreadableName:Title:CLYDESDALE CLO 2001-1 LTD.NOMURA CORPORATE RESEARCH AND ASSET    MANAGEMENT INC., AS COLLATERAL    MANAGERBy
    
    /s/ unreadableName:Title:NOMURA BOND & LOAN FUNDBY: UFJ TRUST BANK LIMITED AS TRUSTEEBY: NOMURA CORPORATE
RESEARCH AND    ASSET MANAGEMENT INC. ATTORNEY IN    FACTBy
    
    /s/ unreadableName:Title:HEWETTS ISLAND CDO, LTD.BY: CYPRESSTREE INVESTMENT    MANAGEMENT COPANY, INC., AS    PROTFOLIO MANAGERBy
    
    /s/ Jeffrey MegarName: Jeffrey MegarTitle: Director
 - 12 -




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##### 



CLOSE INTERNATIONAL CUSTODY SERVICES
LIMITED AS CUSTODIAN OF CYPRESSTREE
INTERNATIONAL LOAN HOLDING COMPANY
LIMITED BY CYPRESSTREE STRATEGIC
DEBT MANAGEMENT CO., INC. AS
INVESTMENT ADVISORBy
    /s/ Michelle L. PattersonName:
    Michelle L. PattersonTitle:
    Investment Analyst By
    /s/ Jeffrey MegarName:
    Jeffrey MegarTitle:
    Director PUTNAM VARIABLE TRUST-PVT HIGH YIELD FUNDBy
    /s/ unreadableName:Title: PUTNAM DIVERSIFIED INCOME TRUSTBy
    /s/ unreadableName:Title: PUTNAM HIGH YIELD ADVANTAGE FUNDBy
    /s/ unreadableName:Title: PUTNAM HIGH YIELD TRUSTBy
    /s/ unreadableName:Title: - 13 -




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##### 



PUTNAM VARIABLE TRUST-PVT DIVERSIFIED
INCOME FUNDBy
    /s/ unreadableName:Title: PUTNAM PREMIER INCOME TRUSTBy
    /s/ unreadableName:Title: PUTNAM MASTER INTERMEDIATE INCOME TRUSTBy
    /s/ unreadableName:Title: PUTNAM MASTER INCOME TRUSTBy
    /s/ unreadableName:Title: FRANKLIN CLO IV, LIMITEDBy
    /s/ Tyler ChanName:
    Tyler ChanTitle:
    Vice President FRANKLIN FLOATING RATE MASTER SERIESBy
    /s/ Tyler ChanName:
    Tyler ChanTitle:
    Vice President FRANKLIN FLOATING RATE DAILY ACCESS FUNDBy
    /s/ Tyler ChanName:
    Tyler ChanTitle:
    Vice President - 14 -




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VAN KAMPEN SENIOR LOAN FUND
BY: VAN KAMPEN INVESTMENT ADVISORY CORP.By
    /s/ Brad LangsName:
    Brad LangsTitle:
    Executive Director VAN KAMPEN SENIOR INCOME TRUST
BY: VAN KAMPEN INVESTMENT ADVISORY CORP.By
    /s/ Brad LangsName:
    Brad LangsTitle:
    Executive Director CALLIDUS DEBT PARTNERS CLO FUND II LTD.By
    /s/ Mavis TaintorName:
    Mavis TaintorTitle:
    Managing Director ARCHIMEDES FUNDING IV (CAYMAN), LTD.
BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGERBy
    /s/ Philip C. RobbinsName:
    Philip C. RobbinsTitle:
    Director ENDURANCE CLO I, LTD.
BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGERBy
    /s/ Philip C. RobbinsName:
    Philip C. RobbinsTitle:
    Director ING-ORYX CLO, LTD.
BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGERBy
    /s/ Philip C. RobbinsName:
    Philip C. RobbinsTitle:
    Director - 15 -




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##### 



SEQUILS-ING I (HBDGM), LTD.
BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGERBy
    /s/ Philip C. RobbinsName:
    Philip C. RobbinsTitle:
    Director FOOTHILL INCOME TRUST II, L.P.By
    /s/ Jeff NokeraName:
    Jeff NokeraTitle:
    Managing Member MAGNETITE V CLO, LIMITEDBy
    /s/ Mark J. WilliamsName:
    Mark J. WilliamsTitle:
    Authorized Signatory MAGNETITE IV CLO, LTD.By
    /s/ Mark J. WilliamsName:
    Mark J. WilliamsTitle:
    Authorized Signatory BLACKROCK LIMITED DURATION INCOME TRUSTBy
    /s/ Mark J. WilliamsName:
    Mark J. WilliamsTitle:
    Authorized Signatory NORSE CBO, LTD.BY: REGIMENT CAPITAL MANAGEMENT, LLC
AS ITS INVESTMENT ADVISORBY: REGIMENT CAPITAL ADVISORS, LLC
ITS MANAGER AND PURSUANT TO
DELEGATED AUTHORITYBy
    /s/ Timothy S. PetersonName:
    Timothy S. PetersonTitle:
    President - 16 -




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##### 



LANDMARK III CDO LIMITEDBy
    /s/ Joe MoroneyName:
    Joe MoroneyTitle:
    Director CSAM FUNDING IIIBy
    /s/ David H. LernerName:
    David H. LernerTitle:
    Authorized Signatory DRYDEN IV LEVERAGED LOAN CDO 2003, by
Prudential Investment Management
Inc., as collateral managerBy
    /s/ B. Ross SmeadName:
    B. Ross SmeadTitle:
    Vice President INNER HARBOR CBO 2001-1 LTD.
BY: T. ROWE PRICE ASSOCIATES, INC. AS COLLATERAL MANAGERBy
    /s/ Darren N. BramanName:
    Darren N. BramanTitle:
    Vice President ALLSTATE LIFE INSURANCE COMPANYBy
    /s/ Chris GoergenName:
    Chris GoergenTitle:
    Authorized Signatory By
    /s/ Jerry D. ZinkulaName:
    Jerry D. ZinkulaTitle:
    Authorized Signatory - 17 -




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##### 



AIMCO CLO SERIES 2001-ABy
    /s/ Chris GoergenName:
    Chris GoergenTitle:
    Authorized Signatory By
    /s/ Jerry D. ZinkulaName:
    Jerry D. ZinkulaTitle:
    Authorized Signatory AIMCO CLO SERIES 2000-ABy
    /s/ Chris GoergenName:
    Chris GoergenTitle:
    Authorized Signatory By
    /s/ Jerry D. ZinkulaName:
    Jerry D. ZinkulaTitle:
    Authorized Signatory CANADIAN IMPERIAL BANK OF COMMERCEBy
    /s/ Marc BergName:
    Marc BergTitle:
    Authorized Signatory EMERALD ORCHARD LIMITEDBy
    /s/ Michelle ManningName:
    Michelle ManningTitle:
    Attorney in Fact AMMC CDO II, LIMITED
BY: AMERICAN MONEY MANAGEMENT CORP.,AS COLLATERAL MANAGERBy
    /s/ David P. MeyerName:
    David P. MeyerTitle:
    Vice President - 18 -




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##### 



AMMC CDO I, LIMITED
BY: AMERICAN MONEY MANAGEMENT CORP., AS COLLATERAL MANAGERBy
    /s/ David P. MeyerName:
    David P. MeyerTitle:
    Vice President DENALI CAPITAL CLO II, LTD.BY: DENALI CAPITAL LLC, MANAGING
MEMBER OF DC FUNDING PARTNERS,
PROTFOLIO MANAGER FOR DENALI
CAPITAL CLO II, LTD., OR AN
AFFILIATEBy
    /s/ John P. ThackerName:
    John P. ThackerTitle:
    Chief Credit Officer NEMEAN CLO, LTD.
BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGERBy
    /s/ Philip C. RobbinsName:
    Philip C. RobbinsTitle:
    Director COOKSMILLBy
    /s/ John R.M. CampbellName:
    John R.M. CampbellTitle:
    Authorized Signatory FIFTH THIRD BANKBy
    /s/ Gary LoseyName:
    Gary LoseyTitle:
    AVP  Relationship Manger ARCHIMEDES FUNDING III, LTD.
BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGERBy
    /s/ Philip C. RobbinsName:
    Philip C. RobbinsTitle:
    Director - 19 -