Third Amendment to Credit Agreement dated 12-2-02



 Exhibit 10.1 
  
 CONFORMED AS EXECUTED 
  
 THIRD AMENDMENT 
  

THIRD AMENDMENT (this “Amendment”), dated as of December 2, 2002, among RESOLUTION PERFORMANCE PRODUCTS INC., a Delaware corporation (“Holdings”),
RESOLUTION PERFORMANCE PRODUCTS LLC, a Delaware limited liability company (“RPP USA”), RPP CAPITAL CORPORATION, a Delaware corporation (“US Finance Corp.” and, together with RPP USA, the “US Borrowers” and each, a
“US Borrower”), RESOLUTION EUROPE B.V. (formerly known as Resolution Nederland B.V.), a company organized under the laws of The Netherlands (the “Dutch Borrower” and, together with the US Borrowers, the “Borrowers” and
each, a “Borrower”), the lenders from time to time party to the Credit Agreement referred to below (each, a “Lender” and, collectively, the “Lenders”), and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent
(in such capacity, the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below. 
  
 W I T N E S S E T H: 
  

WHEREAS, Holdings, the Borrowers, the Lenders and the Administrative Agent are parties to a Credit Agreement, dated as of November 14, 2000 (as amended, modified or
supplemented to, but not including, the date hereof, the “Credit Agreement”); and 
  
 WHEREAS, subject to
the terms and conditions of this Amendment, Holdings, the Borrowers, the Lenders and the Administrative Agent agree as follows; 
  
 NOW, THEREFORE, it is agreed: 
  
 1.    On the Third Amendment Effective Date (as
defined below), the Total Revolving Loan Commitment shall be permanently reduced to $100,000,000 (as such amount may be further reduced from time to time in accordance with the terms of the Credit Agreement), with such reduction to be applied
ratable to each RL Lender’s Revolving Loan Commitment based on its RL Percentage. 
  
 2.    Section 9.04(g) of the Credit Agreement is hereby restated in its entirety as follows: 
  
 “(g)  unsecured Indebtedness of the US Borrowers and any other US Credit Party that is a Subsidiary Guarantor incurred under the Senior Subordinated Notes and the other Senior
Subordinated Note Documents (x) issued on the Initial Borrowing Date in an aggregate principal amount not to exceed $200,000,000 less the amount of any repayments of principal thereof after the Initial Borrowing Date, (y) issued on November
14, 2001 in an aggregate principal amount not to exceed $75,000,000 (for this purpose, exclusive of any premium or notional interest paid on such Senior Subordinated Notes by the purchasers thereof) less the amount of any repayments of principal
thereof after November 14, 2001 and (z) issued on or after the Third Amendment Effective Date in an aggregate principal amount of not less than $50,000,000 (for this purpose, exclusive of any premium or notional interest paid on such Senior
Subordinated Notes by the purchasers thereof) less the amount of any repayments of principal thereof after the Third 







  
 Amendment Effective Date, provided that, in the case of any such Indebtedness
incurred under either clause (y) or (z) above, 100% of the Net Cash Proceeds (for this purpose, inclusive of all premiums and notional interest paid on such Senior Subordinated Notes by the purchasers thereof) therefrom shall, notwithstanding the
Applicable Prepayment Percentage and anything to the contrary contained in the last sentence of Section 4.02(e), be applied as a mandatory repayment of Term Loans on each date of such incurrence in accordance with the requirements of Sections
4.02(i) and (j).” 
  
 3.    Section 9.09 of the Credit Agreement is hereby amended by
deleting the table appearing therein in its entirety and inserting the following new table in lieu thereof: 
  
 
	 “Fiscal Quarter Ending              
 
	 	   Ratio  
 

	 December 31, 2002
 	 	 1.40:1.0
 
	 March 31, 2003
 	 	 1.40:1.0
 
	 June 30, 2003
 	 	 1.40:1.0
 
	 September 30, 2003
 	 	 1.40:1.0
 
	 December 31, 2003
 	 	 1.40:1.0
 
	 March 31, 2004
 	 	 1.55:1.0
 
	 June 30, 2004
 	 	 1.55:1.0
 
	 September 30, 2004
 	 	 1.55:1.0
 
	 December 31, 2004
 	 	 1.55:1.0
 
	 March 31, 2005
 	 	 1.70:1.0
 
	 June 30, 2005
 	 	 1.70:1.0
 
	 September 30, 2005
 	 	 1.70:1.0
 
	 December 31, 2005
 	 	 1.70:1.0
 
	 March 31, 2006
 	 	 1.90:1.0
 
	 June 30, 2006
 	 	 1.90:1.0
 
	 September 30, 2006
 	 	 1.90:1.0
 
	 December 31, 2006
 	 	 2.00:1.0
 
	 March 31, 2007
 	 	 2.00:1.0
 
	 June 30, 2007
 	 	 2.00:1.0
 
	 September 30, 2007
 	 	 2.00:1.0
 
	 December 31, 2007
 	 	 2.00:1.0
 
	 March 31, 2008
 	 	 2.00:1.0
 
	 Thereafter
 	 	 2.25:1.0”
 

 
  
 4.    Section 9.10 of the Credit Agreement is
hereby amended by deleting the table appearing therein in its entirety and inserting the following new table in lieu thereof: 
  
 
	 “Fiscal Quarter Ending              
 
	 	   Ratio  
 

	 December 31, 2002
 	 	 6.75:1.0
 
	 March 31, 2003
 	 	 6.75:1.0
 
	 June 30, 2003
 	 	 6.75:1.0
 
	 September 30, 2003
 	 	 6.75:1.0
 
	 December 31, 2003
 	 	 6.50:1.0
 

 

 
 2 








  
  
 
	 March 31, 2004
 	 	 6.50:1.0
 
	 June 30, 2004
 	 	 6.50:1.0
 
	 September 30, 2004
 	 	 6.50:1.0
 
	 December 31, 2004
 	 	 6.25:1.0
 
	 March 31, 2005
 	 	 5.20:1.0
 
	 June 30, 2005
 	 	 5.15:1.0
 
	 September 30, 2005
 	 	 5.10:1.0
 
	 December 31, 2005
 	 	 5.00:1.0
 
	 March 31, 2006
 	 	 4.95:1.0
 
	 June 30, 2006
 	 	 4.90:1.0
 
	 September 30, 2006
 	 	 4.85:1.0
 
	 December 31, 2006
 	 	 4.75:1.0
 
	 March 31, 2007
 	 	 4.50:1.0
 
	 June 30, 2007
 	 	 4.50:1.0
 
	 September 30, 2007
 	 	 4.50:1.0
 
	 December 31, 2007
 	 	 4.50:1.0
 
	 March 31, 2008
 	 	 4.50:1.0
 
	 Thereafter
 	 	 4.50:1.0”
 

 
  
 5.    Section 11 of the Credit Agreement is
hereby amended by inserting the following new definition in the appropriate alphabetical order: 
  
 “Third Amendment Effective Date” shall have the meaning provided in the Third Amendment to this Agreement, dated as of December 2, 2002. 
  
 6.    Section 11 of the Credit Agreement is hereby further amended by inserting the text “or 9.04(g)(z)” after the text “9.04(g)(y)”
appearing in the definitions of “Senior Subordinated Notes” and “Exchange Senior Subordinated Notes” appearing in such Section 11. 
  
 7.    This Amendment shall become effective on the date (the “Third Amendment Effective Date”) when (i) Holdings, each Borrower and the Required Lenders shall have signed
a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at the Notice Office and (ii) the US Borrowers shall have issued additional
Senior Subordinated Notes in an aggregate principal amount of at least $50,000,000 (it being understood that 100% of the Net Cash Proceeds therefrom shall be applied on such date to repay outstanding Term Loans in accordance with the proviso to
clauses (y) and (z) of Section 9.04(g) of the Credit Agreement (after giving effect to this Amendment)). 
  
 8.    In order to induce the Lenders to enter into this Amendment, RPP USA hereby agrees that on the Third Amendment Effective Date, it shall pay to the Administrative Agent for distribution to each Lender who has
delivered an executed counterpart hereof by 5:00 p.m. (New York City time) on December 9, 2002 a non-refundable cash fee (which fee shall be considered a Fee payable pursuant to the Credit Agreement) in an amount equal to 12.5 basis points (0.125%)
of an amount equal to the sum of (x) the outstanding principal amount of Term Loans of such Lender on such date (calculated after giving effect to the prepayment of Term 

 
 3 








  
 Loans contemplated in Section 7(ii) of this Amendment) plus (y) the Revolving Loan Commitment of
such Lender on such date (calculated after giving effect to the reduction in the Revolving Loan Commitments of the RL Lenders pursuant to Section 1 of this Amendment). 
  
 9.    In order to induce the Lenders to enter into this Amendment, Holdings and each Borrower hereby represent and warrant that (i) no Default or Event
of Default exists on the Third Amendment Effective Date, both before and after giving effect to this Amendment, and (ii) on the Third Amendment Effective Date, both before and after giving effect to this Amendment, all representations and warranties
contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects
as of such specific date). 
  
 10.    This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of
counterparts shall be delivered to Holdings, the US Borrowers, Lenders and the Administrative Agent. 
  
 11.    THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 
  
 12.    From and after the Third Amendment Effective Date, all references in the Credit Agreement and each of the other
Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby. 
  
 13.    This Amendment is limited as specified and shall not constitute a modification, acceptance or amendment of any other provision of the Credit Agreement or any other Credit Document. 
  
 *    *    * 

 
 4 








  
 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Amendment to be duly executed and delivered as of the date first above written. 
  
 
	 RESOLUTION PERFORMANCE
     PRODUCTS INC.


	 
	 By:
 	 	 /S/    MARVIN O. SCHLANGER        
 

	  	 	 Title:    Chairman
 

 
  
  
  
 
	 RESOLUTION PERFORMANCE
     PRODUCTS LLC


	 
	 By:
 	 	 /S/    MARVIN O. SCHLANGER        
 

	  	 	 Title:    Chairman
 

 
  
  
  
 
	 RPP CAPITAL CORPORATION
 
	 
	 By:
 	 	 /S/    MARVIN O. SCHLANGER        
 

	  	 	 Title:    Chairman
 

 
  
  
  
 
	 RESOLUTION EUROPE B.V. (formerly known
     as Resolution Nederland B.V.)
 
	 
	 By:
 	 	 /S/    MARVIN O. SCHLANGER        
 

	  	 	 Title:    Director
 

 
  
  

 
 5 








  
  
 
	 MORGAN STANLEY SENIOR FUNDING
 INC., as Administrative Agent
 
	 
	 By:
 	 	 /S/    HENRY F. D’ALESSANDRO        



	  	 	 Title:    Executive Director
 

 
  
  
  
 
	 DUCHESS I CDO S.A.
 
	 
	 By:
 	 	 /S/    DAVID WILMOT        
 

	  	 	 Title:    Director Duke Street Capital Debt Management Ltd on behalf of Duchess I

CDO S.A.
 

 
  
  
  
 
	 CITICORP USA, Inc.
 
	 
	 By:
 	 	 /S/    MARK R. FLOYD        
 

	  	 	 Title:    Vice President
 

 
  
  
  
 
	 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 Collateral Manager


	 
	 By:
 	 	 /S/    MICHAEL B. NECHAMKIN        
 

	  	 	 Title:    Portfolio Manager
 

 
  

 
 6 








  
  
 
	 VENTURE CDO 2002, LIMITED
 By its investment advisor, Barclays Capital Asset Management Limited,
 
	 
	 By its sub-advisor, Barclays Bank PLC,
 New York Branch
 
	 
	 By:
 	 	 /S/    MARTIN F. DAVEY        
 

	  	 	 Title:    Director
 

 
  
  
  
 
	 VENTURE II CDO 2002, LIMITED
 By its investment advisor, Barclays Bank PLC, New York Branch
 
	 
	 By:
 	 	 /S/    MARTIN F. DAVEY        
 

	  	 	 Title:    Director
 

 
  
  
  
 
	 TEXTRON FINANCIAL CORPORATION
 
	 
	 By:
 	 	 /S/    MATTHEW J. COLGAN        
 

	  	 	 Title:    Vice President
 

 
  
  
  
 
	 SIERRA CLO I
 
	 
	 By:
 	 	 /S/    JOHN M. CASPARIAN        
 

	  	 	 Title:    Chief Operating Officer
              Centre Pacific LLC, Manager
 

 
  
  
  
 
	 ARES III CLO LTD.
 By ARES CLO Management LLC, Investment Manager
 
	 
	 By:
 	 	 /S/    SETH J. BRUFSKY        
 

	  	 	 Title:    Vice President
 

 

 
 7 








  
 
	 ARES IV CLO LTD
 By Ares CLO Management IV, L.P.,
 Investment Manager
 
	 
	 By Ares CLO GP IV, LLC, Its Managing Member
 
	 
	 By:
 	 	 /S/    SETH J. BRUFSKY      
 

	  	 	 Title:    Vice President
 

 
  
  
 
	 ARES V CLO LTD
 By Ares CLO Management V, L.P.,
 Investment Manager
 
	 
	 By Ares CLO GP V, LLC, Its Managing Member
 
	 
	 By:
 	 	 /S/    SETH J. BRUFSKY      
 

	  	 	 Title:    Vice President
 

 
  
  
 
	 ARES VII CLO LTD
 By Ares CLO Management VII, L.P.,
 Investment Manager
 
	 
	 By Ares CLO GP VII, LLC, Its Managing Member
 
	 
	 By:
 	 	 /S/    SETH J. BRUFSKY      
 

	  	 	 Title:    Vice President
 

 
  
  
 
	 STANFIELD CLO LTD.
 By Stanfield Capital Partners LLC as its Collateral Manager
 
	 
	 By:
 	 	 /S/    GREGORY L. SMITH
 

	  	 	 Title:    Partner
 

 
  

 
 8 








  
 
	 STANFIELD CLO LTD.
 By Stanfield Capital Partners LLC as its Interim Asset Manager
 
	 
	 By:
 	 	 /S/    GREGORY L. SMITH
 

	  	 	 Title:    Partner
 

 
  
  
 
	 STANFIELD QUATTRO CLO LTD.
 By Stanfield Capital Partners LLC as its Collateral Manager
 
	 
	 By:
 	 	 /S/    GREGORY L. SMITH
 

	  	 	 Title:    Partner
 

 
  
  
 
	 STANFIELD ARBITRAGE CLO LTD.
 By Stanfield Capital Partners LLC as its Collateral Manager
 
	 
	 By:
 	 	 /S/    GREGORY L. SMITH
 

	  	 	 Title:    Partner
 

 
  
  
 
	 AQUILAE CDO I S.A. 
 
	 
	 By:
 	 	 /S/    JULIAN GREEN
 

	  	 	 Title:    Associate Director
 

 
 
	 
	 By:
 	 	 /S/    WILLIAM NICOLL
 

	  	 	 Title:    Associate Director
 
	 
	  	 	 Henderson Global Investors Ltd. For and on behalf of Aquilae CDO I S.A.
 

 
  
  
 
	 JPMORGAN CHASE BANK
 
	 
	 By:
 	 	 /S/    PETER A. DEDOUSIS
 

	  	 	 Title:    Managing Director
 

 

 
 9 








  
 
	 INTERMEDIATE CAPITAL MANAGERS LTD
 
	 
	 By:
 	 	 /S/    ANDREW PHILLIPS
 

	  	 	 Title:    Director
 
	 
	  	 	 For and on behalf of
 Eurocredit CDO I
 Eurocredit CDO II
 Promius I
 Promius II
 

 
  
  
 
	 OAK HILL SECURITIES FUND, L.P.
 By Oak Hill Securities GenPar, L.P., its General Partner
  
 By Oak Hill Securities MGP,
Inc., its General Partner
 
	 
	 By:
 	 	 /S/    SCOTT D. KRASE
 

	  	 	 Title:    Vice President
 

 
  
  
 
	 OAK HILL SECURITIES FUND II, L.P.
 By Oak Hill Securities GenPar II, L.P., its General Partner
  
 By Oak Hill Securities MGP
II, Inc., its General Partner
 
	 
	 By:
 	 	 /S/    SCOTT D. KRASE
 

	  	 	 Title:    Vice President
 

 
  
  
 
	 OAK HILL CREDIT PARTNERS I, LIMITED
 By Oak Hill CLO Management I LLC, as Investment Manager
 
	 
	 By:
 	 	 /S/    SCOTT D. KRASE
 

	  	 	 Title:    Authorized Signatory
 

 

 
 10 








  
  
 
	 CENTURION CDO II, LTD.
 By American Express Asset Management Group Inc., as Collateral Manager
 
	 
	 By:
 	 	 /S/    LEANNE STAVRAKIS        
 

	  	 	 Title:    Director—Operations
 

 
  
  
  
 
	 CENTURION CDO III, LTD.
 By American Express Asset Management Group Inc., as Collateral Manager
 
	 
	 By:
 	 	 /S/    LEANNE STAVRAKIS        
 

	  	 	 Title:    Director—Operations
 

 
  
  
  
 
	 SEQUILS-CENTURION V, LTD.
 By American Express Asset Management Group Inc., as Collateral Manager
 
	 
	 By:
 	 	 /S/    LEANNE STAVRAKIS        
 

	  	 	 Title:    Director—Operations
 

 
  
  
  
 
	 CENTURION CDO VI, LTD.
 By American Express Asset Management Group Inc., as Collateral Manager
 
	 
	 By:
 	 	 /S/    LEANNE STAVRAKIS        
 

	  	 	 Title:    Director—Operations
 

 
  
  
  
 
	 BLUE SQUARE FUNDING SERIES 3
 By Deutsche Bank Trust Company Americas
 
	 
	 By:
 	 	 /S/    STEPHEN T. HESSLER        
 

	  	 	 Title:    Vice President
 

 
  
  
  
 
	 KZH HIGHLAND-2 LLC
 
	 
	 By:
 	 	 /S/    ROWEND SMITH        
 

	  	 	 Title:    Authorized Agent
 

 

 
 11 








  
  
 
	 EMERALD ORCHARD LIMITED
 
	 
	 By:
 	 	 /S/    GWEN ZIRKLE        
 

	  	 	 Title:    Attorney-In-Fact
 

 
  
  
  
 
	 AXP VARIABLE PORTFOLIO—EXTRA INCOME FUND, a series of AXP Variable Portfolio Income Series
Inc.
 
	 
	 By:
 	 	 /S/    TIMOTHY J. MASEK        
 

	  	 	 Title:     Assistant Vice President
               AXP Variable Portfolio Income
               Series Inc.
 

 
  
  
  
 
	 HIGH YIELD PORTFOLIO, a series of Income Trust
 
	 
	 By:
 	 	 /S/    TIMOTHY J. MASEK        
 

	  	 	 Title:    Assistant Vice President
              Income Trust
 

 
  
  
  
 
	 ARCHIMEDES FUNDING II, LTD.
 By ING Capital Advisors LLC, as Collateral Manager
 
	 
	 By:
 	 	 /S/    CHERYL WASILEWSKI        
 

	  	 	 Title:    Vice President
 

 
  
  
  
 
	 ARCHIMEDES FUNDING III, LTD.
 By ING Capital Advisors LLC, as Collateral Manager
 
	 
	 By:
 	 	 /S/    CHERYL WASILEWSKI         
 

	  	 	 Title:    Vice President
 

 

 
 12 








  
 
	 ARCHIMEDES FUNDING IV (CAYMAN), LTD.
 By ING Capital Advisors LLC, as Collateral Manager 
 
	 
	 By:
 	 	 /S/    CHERYL WASILEWSKI         
 

	  	 	 Title:    Vice President
 

 
  
  
  
 
	 SEQUILS-ING I (HBDGM), LTD. 
 By ING Capital Advisors LLC, as Collateral Manager 
 
	 
	 By:
 	 	 /S/    CHERYL WASILEWSKI        
 

	  	 	 Title:    Vice President
 

 
  
  
 
	 ENDURANCE CLO I, LTD
             By: ING Capital Advisors LLC, as Portfolio             Manager
 
	 
	 By:
 	 	 /S/    CHERYL WASILEWSKI
 

	  	 	 Title:    Vice President
 

 
  
  
  
 
	 For and on Behalf of
 ING CAPITAL MANAGEMENT, LIMITED as Collateral Manager
for Copernicus Euro CDO-I BV 
 
	 
	 By:
 	 	 /S/    DAVID WILSON       
 

	  	 	 Title:    Senior Vice President 
 

 
  
  
  
 
	 KZH CYPRESSTREE-I LLC 
 
	 
	 By:
 	 	 /S/    ROWEND SMITH      
 

	  	 	 Title:    Authorized Agent 
 

 
  
  
  
  

 
 13 








  
 
	 KZH ING-2 LLC 
 
	 
	 By:
 	 	 /S/    ROWEND SMITH        
 

	  	 	 Title:    Authorized Agent
 

 
  
  
  
 
	 KZH SOLEIL LLC 
 
	 
	 By:
 	 	 /S/    ROWEND SMITH        
 

	  	 	 Title:    Authorized Agent
 

 
  
  
  
 
	 KZH SOLEIL-2 LLC 
 
	 
	 By:
 	 	 /S/    ROWEND SMITH        
 

	  	 	 Title:    Authorized Agent
 

 
  
  
  
 
	 KZH STERLING LLC
 
	 
	 By:
 	 	 /S/    ROWEND SMITH        
 

	  	 	 Title:    Authorized Agent
 

 
  
  
  
 
	 CITADEL HILL 2000 LTD 
 
	 
	 By:
 	 	 /S/    NICHOLAS A. KARSIOTIS        
 

	  	 	 Title:    Authorized Signatory 
 

 
  
  
  
 
	 AURUM CLO 2002-I LTD.

By Stein Roe & Farnham Incorporated, as Investment Manager


	 
	 By:
 	 	 /S/    JAMES R. FELLOWS        
 

	  	 	 Title:    Sr. Vice President & Portfolio Manager
 

 
  

 
 14 








  
 
	 ADDISON CDO, LIMITED (#1279)
 By Pacific Investment Management Company LLC, as its Investment Advisor
 
	 
	 By:
 	 	 /S/    MOHAM V. PHANSALKAR        
 

	  	 	 Title:    Executive Vice President
 

 
  
  
  
 
	 CAPTIVA IV FINANCE LTD. (ACCT 1275),
 as advised by Pacific Investment Management Company LLC
 
	 
	 By:
 	 	 /S/    DAVID DYER        
 

	  	 	 Title:    Director
 

 
  
  
  
 
	 INTERCONTINENTAL CDO S.A. (#1284)
 By Pacific Investment Management Company LLC, as its Investment Advisor
 
	 
	 By:
 	 	 /S/    MOHAM V. PHANSALKAR        
 

	  	 	 Title:    Executive Vice President
 

 
  
  
 
	 JISSEKIKUN FUNDING, LTD. (#1288)
 By Pacific Investment Management Company LLC, as its Investment Advisor
 
	 
	 By:
 	 	 /S/    MOHAM V. PHANSALKAR        
 

	  	 	 Title:    Executive Vice President
 

 
  
  
  
 
	 SEQUILS-MAGNUM, LTD. (#1280)
 By Pacific Investment Management Company LLC, as its Investment Advisor
 
	 
	 By:
 	 	 /S/    MOHAM V. PHANSALKAR        
 

	  	 	 Title:    Executive Vice President
 

 

 
 15 








  
 
	 WRIGLEY CDO, LIMITED (#1279)
 By Pacific Investment Management Company LLC, as its Investment Advisor
 
	 
	 By:
 	 	 /S/    MOHAM V. PHANSALKAR        
 

	  	 	 Title:    Executive Vice President
 

 
  
  
  
 
	 ALLIANCE INVESTMENTS LIMITED
 
	 
	 By:
 	 	 /S/    JOEL SEREBRANSKY        
 

	  	 	 Title:    Senior Vice President
 

 
  
  
 
	 MONUMENTAL CAPITAL LTD., as Assignee
 By Alliance Capital Management L.P., as Investment Manager
 
	 
	 By Alliance Capital Management Corporation, as General Partner
 
	 
	 By:
 	 	 /S/    JOEL SEREBRANSKY        
 

	  	 	 Title:    Senior 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        
 

	  	 	 Title:    Senior Vice President
 

 
  
  
  
 
	 JUBILEE I CDO
 
	 
	 By:
 	 	 /S/    DAVID
FORBES-NIXON        
 

	  	 	 Title:    On Behalf of BCAM for Jubilee I CDO
 

 

 
 16 








  
 
	 NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
 
	 
	 By:
 	 	 /S/    THOMAS S. LEGGETT        
 

	  	 	 Title:    Associate Vice President
              Public Bonds
 

 
  
  
  
 
	 NATIONWIDE MUTUAL FIRE INSURANCE COMPANY
 
	 
	 By:
 	 	 /S/    THOMAS S. LEGGETT        
 

	  	 	 Title:    Associate Vice President
              Public Bonds
 

 
  
  
 
	 NATIONWIDE LIFE INSURANCE COMPANY
 
	 
	 By:
 	 	 /S/    THOMAS S. LEGGETT        
 

	  	 	 Title:    Associate Vice President
              Public Bonds
 

 
  
  
 
	 NATIONWIDE MUTUAL INSURANCE COMPANY
 
	 
	 By:
 	 	 /S/    THOMAS S. LEGGETT        
 

	  	 	 Title:    Associate Vice President
              Public Bonds
 

 
  
  
  
 
	 NOMURA BOND & LOAN FUND
 By UFJ Trust Company of New York as Trustee
 
	 
	 By Nomura Corporate Research and Asset Management Inc. Attorney In Fact
 
	 
	 By:
 	 	 /S/    ELIZABETH
MACLEAN        
 

	  	 	 Title:    Vice President
 

 

 
 17 








  
 
	 CLYDESDALE CLO 2001-1, LTD.
 By Nomura Corporate Research and Asset Management Inc. as Collateral Manager
 
	 
	 By:
 	 	 /S/    ELIZABETH
MACLEAN        
 

	  	 	 Title:    Vice President
 

 
  
  
 
	 THE BANK OF NOVA SCOTIA
 
	 
	 By:
 	 	 /S/    P. HAWES        
 

	  	 	 Title:    Comptroller
 

 
  
  
 
	 THE SUMITOMO TRUST & BANKING CO., LTD. NEW YORK BRANCH
 
	 
	 By:
 	 	 /S/    ELIZABETH A. QUIRK        
 

	  	 	 Title:    Vice President
 

 
  
  
 
	 DAVID L. BABSON & COMPANY INC.
 In its individual capacity and as Collateral Manager on behalf of the investment funds under its management as listed below.
 
	 
	 – ELC (Cayman) Ltd. CDO Series 199-I
 – ELC (Cayman) Ltd. 1999-II
 – ELC (Cayman) Ltd. 1999-III
 – APEX (IDM) CDO I, Ltd.
 – TRYON CLO Ltd. 2000-1
 
	 
	 By:
 	 	 /S/    WILLIAM A. HAYES        
 

	  	 	 Title:    Managing Director
 

 
  
  
  
 
	 IKB CAPITAL CORPORATION
 
	 
	 By:
 	 	 /S/    DAVID SNYDER        
 

	  	 	 Title:    President
              IKB Capital Corporation
 

 

 
 18 








  
 
	 NUVEEN SENIOR INCOME FUND, as a
 Lender
 By Symphony Asset Management LLC
 
	 
	 By:
 	 	 /S/    LENNIE MASON        
 

	  	 	 Title:    Portfolio Manager
 

 
  
  
 
	 SUNAMERICA LIFE INSURANCE COMPANY
 
	 
	 By:
 	 	 /S/    JOHN G. LAPHAM, III        
 

	  	 	 Title:    Authorized Agent
 

 
  
  
 
	 GALAXY CLO 1999-I, LTD.
 
	 
	 By:
 	 	 /S/    JOHN G. LAPHAM, III        
 

	  	 	 Title:    Authorized Agent
 

 
  
  
 
	 AMMC CDO II, LIMITED
 By American Money Management Corp., as Collateral Manager.
 
	 
	 By:
 	 	 /S/    DAVID P. MEYER        
 

	  	 	 Title:    Vice President
 

 
  
  
  
 
	 AMERICAN EXPRESS CERTIFICATE COMPANY
 By American Express Asset Management Group Inc. as Collateral Manager.
 
	 
	 By:
 	 	 /S/    YVONNE E. STEVENS        
 

	  	 	 Title:    Senior Managing Director
 

 

 
 19 








  
 
	 IDS LIFE INSURANCE COMPANY
 By American Express Asset Management Group Inc. as Collateral Manager.
 
	 
	 By:
 	 	 /S/    YVONNE E. STEVENS        
 

	  	 	 Title:    Senior Managing Director
 

 
  
  
  
 
	 HARBOURMASTER LOAN CORPORATION BV
 
	 
	 By:
 	 	 /S/    AUTHORIZED SIGNATORY        
 

	  	 	 Title:    TMF Management B.V.
              Managing Director
 

 

 
 20