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Exhibit 4.66  


 
 

AMENDMENT
  TO
  WARRANT AGREEMENT    
    


        This AMENDMENT to the WARRANT AGREEMENT (the "Warrant Agreement") dated as of May 9, 2003 between HMP EQUITY HOLDINGS CORPORATION, a Delaware corporation
(the "Company"), HUNTSMAN HOLDINGS, LLC, a Delaware limited liability company ("Huntsman Holdings"), HUNTSMAN GROUP INC., a Delaware corporation and WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking association, (as successor by merger to Wells Fargo Bank Minnesota, National Association), organized under the laws of the United States of America, as Warrant Agent (the "Amendment")
is made and entered into as of January 20, 2005 by and between each of the parties to the Warrant Agreement. 



	A.
	Huntsman
Corporation, a Delaware corporation and a subsidiary of Huntsman Holdings is contemplating a Qualifying IPO and upon completion of its proposed merger with Huntsman Holdings
will be the successor to Huntsman Holdings.



	B.
	The
Warrant Agreement provides that Parent may exercise a Mandatory Exchange Right in connection with a Qualifying IPO, requiring all Holders of Warrants and Warrant Shares to sell to
Parent all such Warrants and Warrant Shares in exchange for Parent Equity Securities.



	C.
	Although
this Amendment does not constitute a Mandatory Exchange Notice, Huntsman Holdings and the Company desire to clarify certain provisions of the Warrant Agreement prior to
exercise of the Mandatory Exchange Right which exercise will only occur after written notice thereof is provided by Huntsman Holdings.



	D.
	Section 20
of the Warrant Agreement authorizes the amendment of the Warrant Agreement upon the written consent of the Holders of a majority of the outstanding Warrants
(excluding Warrants held by the Company or any of its Affiliates).



	E.
	Holders
of a majority of the outstanding Warrants (excluding Warrants held by the Company or any of its Affiliates) have consented in writing to this Amendment as evidenced by their
execution hereof. 




        NOW,
THEREFORE, in consideration of the premises and mutual agreements herein, the Company, Huntsman Holdings, Huntsman Group, Inc. and the Warrant Agent hereby agree as follows: 


        SECTION
1.     Amendments.    



	(a)
	Section 16(c)
is hereby amended in its entirety to read as follows:



	(c)
	If
an Exchange Request is made in connection with a Qualifying IPO or if Parent exercises its Mandatory Exchange Right in connection with a Qualifying IPO, then Parent shall register
under the Securities Act the resale of Parent Equity Securities issued in connection with such Exchange Request or exercise of the Mandatory Exchange Right in accordance with the Registration Rights
Agreement; provided that the right of all such recipients to receive Parent Equity Securities will be conditioned upon such Holder agreeing to a
lock-up on the sale or other disposition of such Parent Equity Securities for the period commencing from the consummation of the Qualifying IPO and ending on the earlier of (1) the
date required by the managing underwriter of the Qualifying IPO for holders of shares of Parent generally, not to exceed the date that is 180 days following the effective date of such
registration, and (2) the first date that any holders of Parent Equity Securities are generally able to sell their shares. 











 



	(b)
	The
following definitions are hereby added to the definitions included in the Agreement: 





        "Admat Preferred Unit Liquidation Value" means the liquidation value of the Admat Preferred Units pursuant to their terms which is
$513,250,000. 


        "IPO Price" shall be equal to the price to the public per share shown on the cover of the final prospectus relating to the Qualifying IPO. 


        "Total Outstanding Parent Equity Securities" means the total number of outstanding shares of common stock of Parent as disclosed in the
final prospectus relating to the Qualifying IPO, including without limitation all shares sold in the IPO and all shares to be issued in exchange for Warrants and Warrant Shares. 


        "Total Warrant Shares" shall mean the total number of shares of Common Stock that have been issued upon the exercise of Warrants and that
remain issuable upon the exercise of the unexercised Warrants (excluding Warrants held by the Company or any of its Affiliates). 



	(c)
	The
following definitions contained in the Warrant Agreement are hereby amended in their entirety to read as follows: 





        "Fair Value of Parent Equity Securities" means (i) in connection with any Exchange Request or exercise of Mandatory Exchange Right
the notice of either of which is given prior to or within five business days after the consummation of a Qualifying IPO, the IPO Price, (ii) in connection with any Exchange Request or exercise
of Mandatory Exchange Right the notice of either of which is given five business days or more after consummation of a Qualifying IPO the average of the closing sales prices of such securities on the
primary exchange on which such shares are traded for each of the five trading days preceding such determination or (iii) in all other circumstances, the fair value of the Parent Equity
Securities as agreed by Huntsman Holdings and the Holders of a majority of the outstanding Warrant Shares on a fully diluted basis or, absent such agreement, as determined by an Independent Financial
Expert mutually acceptable to Huntsman Holdings and the Holders of a majority of the outstanding Warrant Shares on a fully diluted basis. 



        "Fair Value of Warrant Shares" means (A) the product of (i) sum of (x) Fair Value of Parent Equity Securities
multiplied by the Total Outstanding Parent Equity Securities minus (y) the IPO Price multiplied by the Total Outstanding Parent Equity Securities sold in the Qualifying IPO by Parent minus
(z) the AdMat Preferred Liquidation Value, multiplied by (ii) the Total Warrant Shares divided by the sum of the number of shares of Common Stock outstanding and the number of shares
that remain
issuable upon the exercise of unexercised Warrants, divided by (B) the Total Warrant Shares. If any unexercised Warrants are being exchanged for Parent Equity Securities, then the Fair Value of
Warrant Shares shall be net of the Exercise Price for such unexercised Warrants. 





        SECTION
2.     Miscellaneous Provisions.    



	(a)
	This
Amendment is limited solely for the purposes and to the extent expressly set forth herein and, except as expressly modified hereby, the terms, provisions and conditions of the
Warrant Agreement shall continue in full force and effect and are hereby ratified and confirmed in all respects. In the event of any conflict between the terms of this Amendment and the terms of the
Warrant Agreement, the terms of this Amendment shall govern. This Amendment shall be effective as of the date first written above.



	(b)
	The
invalidity or unenforceability of any provision of this Amendment shall not in any manner or way affect any other provision hereof, and this Amendment shall be construed, if
possible, as if amended to conform to legal requirements, failing which it shall be construed as if any such offending provision were omitted. 



2







 



	(c)
	Whenever
the Warrant Agreement is referred to in the Warrant Agreement or in any other agreement, documents and instruments, such reference shall be deemed to be to the Warrant
Agreement, as amended by this Amendment. The Warrant Agreement, as amended by this Amendment, constitutes the entire understanding of the parties hereto with respect to the subject matter hereof.



	(d)
	This
Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same agreement.



	(e)
	This
Amendment shall be deemed to be a contract made under the laws of the State of New York and shall be governed and construed in accordance with the laws of said State, without
regard to the conflict of law rules thereof. 



3







 





        IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, as of the day and year first above written. 



	 	 	HMP EQUITY HOLDINGS CORPORATION
	

 	
 	

 	

 
	 	 	By:	/s/  SEAN DOUGLAS      

	 	 	Name:	Sean Douglas
	 	 	Title	Vice President & Treasurer
	

 	
 	

 	

 
	 	 	HUNTSMAN HOLDINGS, LLC
	

 	
 	

 	

 
	 	 	By:	/s/  TODD ZAGOREC      

	 	 	Name:	Todd Zagorec
	 	 	Title	Authorized person
	

 	
 	

 	

 
	 	 	HUNTSMAN GROUP INC.
	

 	
 	

 	

 
	 	 	By:	/s/  SEAN DOUGLAS      

	 	 	Name:	Sean Douglas
	 	 	Title	Vice President & Treasurer
	

 	
 	

 	

 
	 	 	WELLS FARGO BANK,

    NATIONAL ASSOCIATION,

        as Warrant Agent
	

 	
 	

 	

 
	 	 	By:	/s/  JANE SCHWEIGER      

	 	 	Name:	Jane Y. Schweiger
	 	 	Title	Vice President




4









   
        Each of the holders of Warrants or Warrant Shares who has executed this Amendment below has done so solely to evidence its consent to this Amendment pursuant to Section 20 of the
Warrant Agreement and to represent and warrant that it is the beneficial owner of the number of Warrants set forth opposite its name 



	Names of Warrant holders
 
	 	Number of Warrants Owned

	Name of Owner:	 	Libra Funds
	 	3,400
	By:	/s/ Rarjan Tanden
	 	 
	Name:	Rarjan Tanden
	 	 
	Title:	Member
	 	 
	Date:	01/18/05
	 	 
	

Name of Owner:	
 	

Libra Offshort Ltd.
	
 	

600
	By:	/s/ Rarjan Tanden
	 	 
	Name:	Rarjan Tanden
	 	 
	Title:	Director
	 	 
	Date	01/15/05
	 	 
	

Name of Owner:	
 	

Prism Partners Offshore Fund
	
 	

725
	By:	/s/ Jerald M. Weintraub
	 	 
	Name:	Jerald M. Weintraub
	 	 
	Title:	Manager
	 	 
	Date:	01/19/05
	 	 
	

Name of Owner:	
 	

Prism Partners I, L.P.
	
 	

3,625
	By:	/s/ Jerald M. Weintraub
	 	 
	Name:	Jerald M. Weintraub
	 	 
	Title:	Manager
	 	 
	Date:	01/19/05
	 	 
	

Name of Owner:	
 	

Prism Partners II Offshore Fund, L.P.
	
 	

1,450
	By:	/s/ Jerald M. Weintraub
	 	 
	Name:	Jerald M. Weintraub
	 	 
	Title:	Manager
	 	 
	Date:	01/19/05
	 	 






5







 

	

Name of Owner:	
 	

Prism Partners III Leveraged L.P.
	
 	

3,625
	By:	/s/ Jerald M. Weintraub
	 	 
	Name:	Jerald M. Weintraub
	 	 
	Title:	Manager
	 	 
	Date:	01/19/05
	 	 
	

Name of Owner:	
 	

Prism Partners IV Leveraged Offshore Fund
	
 	

5,075
	By:	/s/ Jerald M. Weintraub
	 	 
	Name:	Jerald M. Weintraub
	 	 
	Title:	Manager
	 	 
	Date:	01/19/05
	 	 
	

Name of Owner:	
 	

Metlife
	
 	

11,000
	By:	/s/ David W. Farrell
	 	 
	Name:	David W. Farrell
	 	 
	Title:	Director
	 	 
	Date:	01/18/05
	 	 
	

Name of Owner:	
 	

ORE Hill Hub Fund, Ltd.
	
 	

13,000
	By:	/s/ Fredrick J. Wahl
	 	 
	Name:	Frederick J. Wahl
	 	 
	Title:	Managing Member
	 	 
	Date:	1/20/05
	 	 
	

Name of Owner:	
 	

Clinton Event Driven Master Fund, Ltd.
	
 	

500
	By:	/s/ David Spring
	 	 
	Name:	David Spring
	 	 
	Title:	Director of Operations
	 	 
	Date:	01/19/05
	 	 
	

Name of Owner:	
 	

Clinton Multistrategy Master Fund, Ltd.
	
 	

9,500
	By:	/s/ David Spring
	 	 
	Name:	David Spring
	 	 
	Title:	Director of Operations
	 	 
	Date:	01/19/05
	 	 




6







 

	

Name of Owner:	
 	

River Run Partnership
	
 	

19,400
	By:	/s/ Ian Wallace
	 	 
	Name:	Ian Wallace
	 	 
	Title:	Managing Member of General Partner
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Cold Springs, L.P.
	
 	

2,600
	By:	/s/ Ian Wallace
	 	 
	Name:	Ian Wallace
	 	 
	Title:	Managing Member of General Partner
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

River Run Fund, Ltd.
	
 	

23,000
	By:	/s/ Ian Wallace
	 	 
	Name:	Ian Wallace
	 	 
	Title:	Director
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

H Partners.
	
 	

4,000
	By:	/s/ Ian Wallace
	 	 
	Name:	Ian Wallace
	 	 
	Title:	Managing Member of General Partner
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Teacher's Insurance & Annuities Association.
	
 	

12,000
	By:	/s/ Michael J. Ainge
	 	 
	Name:	Michael J. Ainge
	 	 
	Title:	Director
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

FA High Income Fund.
	
 	

1,560
	By:	/s/ Matt Condi
	 	 
	Name:	Matt Condi
	 	 
	Title:	Portfolio Manager—Fidelity Investments
	 	 
	Date:	01/19/05
	 	 






7







 

	

Name of Owner:	
 	

VIP High Income
	
 	

4,800
	By:	/s/ Matt Condi
	 	 
	Name:	Matt Condi
	 	 
	Title:	Portfolio Manager—Fidelity Investments
	 	 
	Date:	01/19/05
	 	 
	

Name of Owner:	
 	

Fiedelity High Yield Pool
	
 	

3,055
	By:	/s/ Matt Condi
	 	 
	Name:	Matt Condi
	 	 
	Title:	Portfolio Manager—Fidelity Investments
	 	 
	Date:	01/19/05
	 	 
	

Name of Owner:	
 	

Lucent Tech Master Pen T50080.
	
 	

1,275
	By:	/s/ Matt Condi
	 	 
	Name:	Matt Condi
	 	 
	Title:	Portfolio Manager—Fidelity Investments
	 	 
	Date:	01/19/05
	 	 
	

Name of Owner:	
 	

BASF Universal—US HY T50362
	
 	

200
	By:	/s/ Matt Condi
	 	 
	Name:	Matt Condi
	 	 
	Title:	Portfolio Manager—Fidelity Investments
	 	 
	Date:	01/19/05
	 	 
	

Name of Owner:	
 	

FICL Balanced High Income Sub
	
 	

290
	By:	/s/ Eric Mollenhauer
	 	 
	Name:	Eric Mollenhauer
	 	 
	Title:	Portfolio Manager—Fidelity Investments
	 	 
	Date:	01/19/05
	 	 
	

Name of Owner:	
 	

GM Employee DOM—HI yield (T64).
	
 	

1,990
	By:	/s/ Tom Soviero
	 	 
	Name:	Tom Soviero
	 	 
	Title:	Portfolio Manager—Fidelity Investments
	 	 
	Date:	01/19/05
	 	 




8







 

	

Name of Owner:	
 	

FA High Income Advantage
	
 	

4,930
	By:	/s/ Tom Soviero
	 	 
	Name:	Tom Soviero
	 	 
	Title:	Portfolio Manager—Fidelity Investments
	 	 
	Date:	01/19/05
	 	 
	

Name of Owner:	
 	

Prim Board (T25).
	
 	

520
	By:	/s/ Tom Soviero
	 	 
	Name:	Tom Soviero
	 	 
	Title:	Portfolio Manager—Fidelity Investments
	 	 
	Date:	01/19/05
	 	 
	

Name of Owner:	
 	

Third Point Partners Qualified L.P.
	
 	

3,250
	By:	/s/ Lloyd Blumberg
	 	 
	Name:	Lloyd Blumberg
	 	 
	Title:	CFO
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Third Thrid Point Partners, L.P.
	
 	

18,550
	By:	/s/ Lloyd Blumberg
	 	 
	Name:	Lloyd Blumberg
	 	 
	Title:	CFO
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Third Point Offshore Fund, Ltd.
	
 	

70,700
	By:	/s/ Lloyd Blumberg
	 	 
	Name:	Lloyd Blumberg
	 	 
	Title:	CFO
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Point West International Investments Ltd.
	
 	

11,200
	By:	/s/ Lloyd Blumberg
	 	 
	Name:	Lloyd Blumberg
	 	 
	Title:	CFO
	 	 
	Date:	01/20/05
	 	 






9







 

	

Name of Owner:	
 	

Banzai Partners, Ltd.
	
 	

2,850
	By:	/s/ Lloyd Blumberg
	 	 
	Name:	Lloyd Blumberg
	 	 
	Title:	CFO
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Banzai Offshore Fund, Ltd.
	
 	

4,250
	By:	/s/ Lloyd Blumberg
	 	 
	Name:	Lloyd Blumberg
	 	 
	Title:	CFO
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Lyxor/ Third Point Fund, Ltd.
	
 	

9,200
	By:	/s/ Lloyd Blumberg
	 	 
	Name:	Lloyd Blumberg
	 	 
	Title:	CFO
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

D.E. Shaw Lammar Portfolios, L.L.C.
	
 	

168,813
	By:	/s/ Max Holmes
	 	 
	Name:	Max Holmes
	 	 
	Title:	Authorized Signatory
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Apogee Fund, L.P.
	
 	

6,000
	By:	/s/ Emmets M. Murphy
	 	 
	Name:	Emmets M. Murphy
	 	 
	Title:	President/General Partner
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

3U Capital Master Fund Ltd.
	
 	

3,660
	By:	/s/ Scott Stagg
	 	 
	Name:	Scott Stagg
	 	 
	Title:	Managing Member
	 	 
	Date:	01/20/05
	 	 




10







 

	

Name of Owner:	
 	

Distressed/ High Yield Thaaing Opportunities, Ltd.
	
 	

2,340
	By:	/s/ Scott Stagg
	 	 
	Name:	Scott Stagg
	 	 
	Title:	Managing Member
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Lonestar Partners, L.P.
	
 	

7,000
	By:	/s/ Cyedi Wong
	 	 
	Name:	Cyedi Wong
	 	 
	Title:	CFO
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Goldman Sachs
	
 	

27,500
	By:	/s/ Alexandre Zyngier
	 	 
	Name:	Alexandre Zyngier
	 	 
	Title:	Vice President
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Diversified Credit Strategies Fund
	
 	

41,650
	By:	/s/ Lawrence Wolfson
	 	 
	Name:	Lawrence Wolfson
	 	 
	Title:	Managing Director
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Lispenard Street Credit Fund
	
 	

3,350
	By:	/s/ Lawrence Wolfson
	 	 
	Name:	Lawrence Wolfson
	 	 
	Title:	Managing Director
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

John Hancock Life Insurance Company
	
 	

12,500
	By:	/s/ Lorn Davis
	 	 
	Name:	Lorn Davis
	 	 
	Title:	Managing Director
	 	 
	Date:	01/20/05
	 	 






11







 

	

Name of Owner:	
 	

John Hancock Variable Life Insurance
	
 	

3,000
	By:	/s/ Lorn Davis
	 	 
	Name:	Lorn Davis
	 	 
	Title:	Authorized Signatory
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Manulife Insurance Company (fka Investors Parnter Life Insurance Comapny
	
 	

250
	By:	/s/ Lorn Davis
	 	 
	Name:	Lorn Davis
	 	 
	Title:	Authorized Signartory
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Hancock Mezzanine Partners II, L.P.
	
 	

5,520
	By:	/s/ Lorn Davis
	 	 
	Name:	Lorn Davis
	 	 
	Title:	Managing Director
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Xerion Partners I, LLC
	
 	

6,646
	By:	/s/ Michael J. Baraer
	 	 
	Name:	Michael J. Baraer
	 	 
	Title:	Vice President
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Xerion Partners II Master
	
 	

6,647
	By:	/s/ Michael J. Baraer
	 	 
	Name:	Michael J. Baraer
	 	 
	Title:	Attorney
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Scout Capital Fund, Ltd.
	
 	

3,150
	By:	/s/ Adam Weiss
	 	 
	Name:	Adam Weiss
	 	 
	Title:	Director
	 	 
	Date:	01/20/05
	 	 




12







 

	

Name of Owner:	
 	

Scout Capital Fund II, Ltd.
	
 	

150
	By:	/s/ Adam Weiss
	 	 
	Name:	Adam Weiss
	 	 
	Title:	Director
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Scout Capital Partners II, L.P.
	
 	

700
	By:	/s/ Adam Weiss
	 	 
	Name:	Adam Weiss
	 	 
	Title:	General Partner
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

S.A.C. Capital Advisors, LLC
	
 	

600
	By:	/s/ Adam Weiss
	 	 
	Name:	Adam Weiss
	 	 
	Title:	Managing Member of Scout Capital Management, LLC the Investment Manager for Owner
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Guggenheim Portfolio Company XXII, LLC.
	
 	

400
	By:	/s/ Adam Weiss
	 	 
	Name:	Adam Weiss
	 	 
	Title:	Managing Member of Scout Capital Management, LLC, the Investment Manager for Owner
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Casterigg Master Investments Ltd.
	
 	

3,000
	By:	/s/ James Cacioppo
	 	 
	Name:	James Cacioppo
	 	 
	Title:	President of Sandell Asset Management Corporation Advisor to Castlerige Master Investments Ltd.
	 	 
	Date:	01/20/05
	 	 






13







 

	

Name of Owner:	
 	

Morgan Stanley DW
	
 	

1,000
	By:	/s/ Phillip J. Purcell
	 	 
	Name:	Phillip J. Purcell]
	 	 
	Title:	DTC Participant #015
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Atlas Capital (Q.P.), L.P
	
 	

6,678
	By:	/s/ Robert H. Alpert
	 	 
	Name:	Robert H. Alpert
	 	 
	Title:	President
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Atlas Capital Master Fund, L.P
	
 	

13,887
	By:	/s/ Robert H. Alpert
	 	 
	Name:	Robert H. Alpert
	 	 
	Title:	President
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Atlas Capital ID Fund, L.P
	
 	

135
	By:	/s/ Robert H. Alpert
	 	 
	Name:	Robert H. Alpert
	 	 
	Title:	President
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

State Street Bank & Trust Co.
	
 	

54,750
	By:	/s/ Jennifer A. MacDonald
	 	 
	Name:	Jennifer A. MacDonald
	 	 
	Title:	Custody Clerk
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

General Electric Pension Trust
	
 	

40,500
	By:	/s/ Daniel L. Furman
	 	 
	Name:	Jennifer A. MacDonald
	 	 
	Title:	Vice President
	 	 
	Date:	01/20/05
	 	 




14







 

	

Name of Owner:	
 	

Five Corners Partners
	
 	

1,000
	By:	/s/ T.J. Leverte
	 	 
	Name:	T.J. Leverte
	 	 
	Title:	Analyst Manager
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

The Northern Trust Company
	
 	

2,000
	By:	/s/ Jamie Kummer
	 	 
	Name:	Jamie Kummer
	 	 
	Title:	Trust Officer
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Bryan Luter
	
 	

300
	By:	/s/ Bryan Luter
	 	 
	Name:	Bryan Luter
	 	 
	Title:	Vice President
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Morgan Stanley Company
	
 	

31,914
	By:	/s/ Richard Garaventa
	 	 
	Name:	Richard Garaventa
	 	 
	Title:	Senior Manager
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

State Street Bank & Trust Co.
	
 	

54,750
	By:	/s/ Jennifer A. MacDonald
	 	 
	Name:	Jennifer A. MacDonald
	 	 
	Title:	Custody Clerk
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Franklin Income Fund.
	
 	

21,500
	By:	/s/ Edward Perks
	 	 
	Name:	Edward Perks
	 	 
	Title:	SVP, Portfolio Manager
	 	 
	Date:	01/20/05
	 	 






15







 

	

Name of Owner:	
 	

Franklin Convertible Securities Fund.
	
 	

6,500
	By:	/s/ Alan Muschatt
	 	 
	Name:	Alan Muschatt
	 	 
	Title:	VP, Portfolio Manager
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

FTIF Franklin Income High Yield Fund
	
 	

9,800
	By:	/s/ Betsy Hofman
	 	 
	Name:	Betsy Hofman
	 	 
	Title:	Portfolio Manger, VP
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

FTVIP Franklin High Income Fund
	
 	

2,200
	By:	/s/ Poutricia O'Connor
	 	 
	Name:	Poutricia O'Connor
	 	 
	Title:	VP, Portfolio Manager
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Ritchie Capital Management, LLC.
	
 	

1,575
	By:	/s/ James R. Park
	 	 
	Name:	James R. Park
	 	 
	Title:	Vice President
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

JP Morgan Chase.
	
 	

48,100
	By:	/s/ Feyera Milkessa
	 	 
	Name:	Feyera Milkessa
	 	 
	Title:	Corporate Reorganizing Analyst
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

JP Morgan Chase.
	
 	

6,500
	By:	/s/ Feyera Milkessa
	 	 
	Name:	Feyera Milkessa
	 	 
	Title:	Corporate Reorganizing Analyst
	 	 
	Date:	01/20/05
	 	 




16







 

	

Name of Owner:	
 	

JP Morgan Chase.
	
 	

37,150
	By:	/s/ Feyera Milkessa
	 	 
	Name:	Feyera Milkessa
	 	 
	Title:	Corporate Reorganizing Analyst
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

JP Morgan Chase.
	
 	

4,450
	By:	/s/ Feyera Milkessa
	 	 
	Name:	Feyera Milkessa
	 	 
	Title:	Corporate Reorganizing Analyst
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

SEI Institutional Management Trust High Yield Bond Fund
	
 	

800
	By:	/s/ David Crall
	 	 
	Name:	David Crall
	 	 
	Title:	Managing Director
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Battery Park High Yield Opportunity Master Fund, Ltd
	
 	

625
	By:	/s/ David Crall
	 	 
	Name:	David Crall
	 	 
	Title:	Managing Director
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

GMAM Investment Funds Trust
	
 	

1,000
	By:	/s/ David Crall
	 	 
	Name:	David Crall
	 	 
	Title:	Managing Director
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

California Public Employee's Retirement System
	
 	

800
	By:	/s/ David Crall
	 	 
	Name:	David Crall
	 	 
	Title:	Managing Director
	 	 
	Date:	01/20/05
	 	 






17







 

	

Name of Owner:	
 	

Canyon Balanced Equity Master Fund, Ltd.
	
 	

1,750
	By:	/s/ R.C.B. Evensen
	 	 
	Name:	R.C.B. Evensen
	 	 
	Title:	Managing Partner
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Citi Canyon Ltd.
	
 	

800
	By:	/s/ R.C.B. Evensen
	 	 
	Name:	R.C.B. Evensen
	 	 
	Title:	Managing Partner
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

CMS/Canyon DOF Subpartner LP:
	
 	

1,360
	By:	/s/ R.C.B. Evensen
	 	 
	Name:	R.C.B. Evensen
	 	 
	Title:	Managing Partner
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Canyon Value Realization Fund (Cayman) Ltd.:
	
 	

18,700
	By:	/s/ R.C.B. Evensen
	 	 
	Name:	R.C.B. Evensen
	 	 
	Title:	Managing Partner
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Canyon Value Realization MAC—18 Ltd.:
	
 	

3,365
	By:	/s/ R.C.B. Evensen
	 	 
	Name:	R.C.B. Evensen
	 	 
	Title:	Managing Partner
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Sphinx Special Situations (Canyon), Segregated Portfolio
	
 	

25
	By:	/s/ R.C.B. Evensen
	 	 
	Name:	R.C.B. Evensen
	 	 
	Title:	Managing Partner
	 	 
	Date:	01/20/05
	 	 




18







 

	

Name of Owner:	
 	

Canyon Value Reailzation Fund, L.P.:
	
 	

4,315
	By:	/s/ R.C.B. Evensen
	 	 
	Name:	R.C.B. Evensen
	 	 
	Title:	Managing Partner
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Institutional Benchmarks Master Fund Limited Centaur Event Driven Multi-Strategy Series:
	
 	

1,750
	By:	/s/ R.C.B. Evensen
	 	 
	Name:	R.C.B. Evensen
	 	 
	Title:	Managing Partner
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Risher Randall, Jr.:
	
 	

1,000
	By:	/s/ Risher Randall, Jr.
	 	 
	Name:	Risher Randall, Jr.
	 	 
	Title:	Authorized Signatory
	 	 
	Date:	01/19/05
	 	 
	

Name of Owner:	
 	

Brown Brothers Harrison:
	
 	

1,000
	By:	/s/ [illegible]
	 	 
	Name:	[illegible]
	 	 
	Title:	 
	 	 
	Date:	01/20/05
	 	 
	

Name of Owner:	
 	

Brown Brothers Harrison:
	
 	

250
	By:	/s/ [illegible]
	 	 
	Name:	[illegible]
	 	 
	Title:	 
	 	 
	Date:	01/20/05
	 	 





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