exv10w1



 





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.



 









 





     “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 that such 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 divided by 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 that any
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”).



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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
	 	RATIO

	March 1, 2004 to and including May 31, 2004
	 	 	4.70 to 1.00	 
	June 1, 2004 to and including August 31, 2004
	 	 	4.50 to 1.00	 
	September 1, 2004 to and including August 31, 2005
	 	 	4.25 to 1.00	 
	September 1, 2005 to and including August 31, 2006
	 	 	4.00 to 1.00	 
	September 1, 2006 to and including August 31, 2007
	 	 	3.75 to 1.00	 
	September 1, 2007 to and including August 31, 2008
	 	 	3.25 to 1.00	 
	September 1, 2008 and thereafter
	 	 	3.00 to 1.00	 







- 3 -









 






     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
	 	RATIO

	May 31, 2004 to and including August 31, 2004
	 	 	1.15 to 1.00	 
	September 1, 2004 to and including August 31, 2005
	 	 	1.25 to 1.00	 
	September 1, 2005 to and including August 31, 2006
	 	 	1.50 to 1.00	 
	September 1, 2006 to and including August 31, 2007
	 	 	1.50 to 1.00	 
	September 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 -









 





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 -









 








     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. Pilholski
	

	 	 	 	
 
	

	 	 	 	Name: Thomas R. Pilholski
	

	 	 	 	Title: Senior Vice President and Chief Financial
Officer
	 
	 	 	 	 
	 	 	EAGLEPICHER INCORPORATED
	 
	 	 	 	 
	

	 	By
	 	/s/ Thomas R. Pilholski
	

	 	 	 	
 
	

	 	 	 	Name: Thomas R. Pilholski
	

	 	 	 	Title: Senior Vice President and Chief Financial
Officer
	 
	 	 	 	 
	 	 	HARRIS TRUST AND SAVINGS BANK, individually and as Agent
	 
	 	 	 	 
	

	 	By
	 	/s/ Danjuma Gibson
	

	 	 	 	
 
	

	 	 	 	Name: Danjuma Gibson
	

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	ABN AMRO BANK N.V.
	 
	 	 	 	 
	

	 	By
	 	/s/ Angela Noique
	

	 	 	 	
 
	

	 	 	 	Name: Angela Noique
	

	 	 	 	Title: Group Vice President
	 
	 	 	 	 
	

	 	By
	 	/s/ John M. Pastore
	

	 	 	 	
 
	

	 	 	 	Name: John M. Pastore
	

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	UBS AG, CAYMAN ISLAND BRANCH
	 
	 	 	 	 
	

	 	By
	 	/s/ Wilfred V. Saint
	

	 	 	 	
 
	

	 	 	 	Name: Wilfred V. Saint
	

	 	 	 	Title: Director Banking Products Services, US
	 
	 	 	 	 
	

	 	By
	 	/s/ Joselin Fernandes
	

	 	 	 	
 
	

	 	 	 	Name: Joselin Fernandes
	

	 	 	 	Title: Associate Director Banking Products

Services, US







- 6 -









 






	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL CORPORATION
	 
	 	 	 	 
	

	 	By
	 	/s/ Larry Fave
	

	 	 	 	
 
	

	 	 	 	Name: Larry Fave
	

	 	 	 	Title: Authorized Signatory
	 
	 	 	 	 
	 	 	BANK ONE, NA, with its main office in Chicago, Illinois
	 
	 	 	 	 
	

	 	By
	 	/s/ Steven J. Krakoski
	

	 	 	 	
 
	

	 	 	 	Name: Steven J. Krakoski
	

	 	 	 	Title: First Vice President
	 
	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	

	 	By
	 	/s/ Bruce A. Kitner
	

	 	 	 	
 
	

	 	 	 	Name: Bruce A. Kitner
	

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	PROVIDENT BANK
	 
	 	 	 	 
	

	 	By
	 	/s/ Richard E. Wirthlin
	

	 	 	 	
 
	

	 	 	 	Name: Thomas R. Pilholski
	

	 	 	 	Title: Senior Vice President
	 
	 	 	 	 
	 	 	CREDIT INDUSTRIAL ET COMMERCIAL
	 
	 	 	 	 
	

	 	By
	 	/s/ Anthony Rock
	

	 	 	 	
 
	

	 	 	 	Name: Anthony Rock
	

	 	 	 	Title: Vice President
	 
	 	 	 	 
	

	 	By
	 	/s/ Brian O’Leary
	

	 	 	 	
 
	

	 	 	 	Name: Brian O’Leary
	

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	RZB FINANCE LLC, CONNECTICUT OFFICE
	 
	 	 	 	 
	

	 	By
	 	/s/ Astrid Wilke
	

	 	 	 	
 
	

	 	 	 	Name: Astrid Wilke
	

	 	 	 	Title: Vice President
	 
	 	 	 	 
	

	 	By
	 	/s/ Christoph Hoedl
	

	 	 	 	
 
	

	 	 	 	Name: Christoph Hoedl
	

	 	 	 	Title: Vice President







- 7 -









 






	 	 	 	 	 
	 	 	GOLDENTREE LOAN
OPPORTUNITIES II,
    LIMITED (BY: GOLDENTREE ASSET
    MANAGEMENT, LP)
	 
	 	 	 	 
	

	 	By
	 	/s/ Frederick S. Hadad
	

	 	 	 	
 
	

	 	 	 	Name: Frederick S. Haddad
	

	 	 	 	Title:
	 
	 	 	 	 
	 	 	AMARA-I FINANCE, LTD.
	 	 	BY: PATRIARCH PARTNERS XI, LLC,
ITS MANAGING AGENT
	 
	 	 	 	 
	

	 	By
	 	/s/ Lynn Tilton
	

	 	 	 	
 
	

	 	 	 	Name: Lynn Tilton
	

	 	 	 	Title: Manager
	 
	 	 	 	 
	 	 	AMARA 2 FINANCE, LTD.
	 	 	BY: PATRIARCH PARTNERS XI, LLC,
ITS MANAGING AGENT
	 
	 	 	 	 
	

	 	By
	 	/s/ Lynn Tilton
	

	 	 	 	
 
	

	 	 	 	Name: Lynn Tilton
	

	 	 	 	Title: Manager
	 
	 	 	 	 
	 	 	INVESCO EUROPEAN CDO I S.A.
	 	 	BY: INVESCO SENIOR SECURED MANAGEMENT,
    INC., AS COLLATERAL MANAGER
	 
	 	 	 	 
	

	 	By
	 	/s/ Joseph Rotondo
	

	 	 	 	
 
	

	 	 	 	Name: Joseph Rotondo
	

	 	 	 	Title: Authorized Signatory
	 
	 	 	 	 
	 	 	AVALON CAPITAL LTD.
	 	 	BY: INVESCO SENIOR SECURED MANAGEMENT,
    INC., AS PORTFOLIO ADVISOR
	 
	 	 	 	 
	

	 	By
	 	/s/ Joseph Rotondo
	

	 	 	 	
 
	

	 	 	 	Name: Joseph Rotondo
	

	 	 	 	Title: Authorized Signatory
	 
	 	 	 	 
	 	 	AVALON CAPITAL LTD. 2
	 	 	BY: INVESCO SENIOR SECURED MANAGEMENT,
    INC., AS PORTFOLIO ADVISOR
	 
	 	 	 	 
	

	 	By
	 	/s/ Joseph Rotondo
	

	 	 	 	
 
	

	 	 	 	Name: Joseph Rotondo







- 8 -









 






	 	 	 	 	 
	

	 	 	 	Title: Authorized Signatory
	 
	 	 	 	 
	 	 	CHARTER VIEW PORTFOLIO
	 	 	BY: INVESCO SENIOR
SECURED MANAGEMENT,
    INC., AS INVESTMENT ADVISOR
	 
	 	 	 	 
	

	 	By
	 	/s/ Joseph Rotondo
	

	 	 	 	
 
	

	 	 	 	Name: Joseph Rotondo
	

	 	 	 	Title: Authorized Signatory
	 
	 	 	 	 
	 	 	DIVERSIFIED CREDIT PORTFOLIO LTD.
	 	 	BY: INVESCO SENIOR SECURED MANAGEMENT,
    INC., AS INVESTMENT ADVISOR
	 
	 	 	 	 
	

	 	By
	 	/s/ Joseph Rotondo
	

	 	 	 	
 
	

	 	 	 	Name: Joseph Rotondo
	

	 	 	 	Title: Authorized Signatory
	 
	 	 	 	 
	 	 	AIM FLOATING RATE FUND
	 	 	BY: INVESCO SENIOR SECURED MANAGEMENT,
    INC., AS SUB-ADVISOR
	 
	 	 	 	 
	

	 	By
	 	/s/ Joseph Rotondo
	

	 	 	 	
 
	

	 	 	 	Name: Joseph Rotondo
	

	 	 	 	Title: Authorized Signatory
	 
	 	 	 	 
	 	 	SEQUILS-LIBERTY, LTD.
	 	 	BY: INVESCO SENIOR SECURED MANAGEMENT,
    INC., AS COLLATERAL MANAGER
	 
	 	 	 	 
	

	 	By
	 	/s/ Joseph Rotondo
	

	 	 	 	
 
	

	 	 	 	Name: Joseph Rotondo
	

	 	 	 	Title: Authorized Signatory
	 
	 	 	 	 
	 	 	SAGAMORE CLO LTD.
	 	 	BY: INVESCO SENIOR SECURED MANAGEMENT,
    INC., AS COLLATERAL MANAGER
	 
	 	 	 	 
	

	 	By
	 	/s/ Joseph Rotondo
	

	 	 	 	
 
	

	 	 	 	Name: Joseph Rotondo
	

	 	 	 	Title: Authorized Signatory







- 9 -









 






	 	 	 	 	 
	 	 	SARATOGA CLO I, LIMITED
	 	 	BY: INVESCO SENIOR SECURED MANAGEMENT,
    INC., AS ASSET MANAGER
	 
	 	 	 	 
	

	 	By
	 	/s/ Joseph Rotondo
	

	 	 	 	
 
	

	 	 	 	Name: Joseph Rotondo
	

	 	 	 	Title: Authorized Signatory
	 
	 	 	 	 
	 	 	OLYMPIC FUNDING TRUST, SERIES 1999-1
	 
	 	 	 	 
	

	 	By
	 	/s/ Ann E. Morris
	

	 	 	 	
 
	

	 	 	 	Name: Ann E. Morris
	

	 	 	 	Title: Authorized Agent
	 
	 	 	 	 
	 	 	MUIRFIELD TRADING LLC
	 
	 	 	 	 
	

	 	By
	 	/s/ Ann E. Morris
	

	 	 	 	
 
	

	 	 	 	Name: Ann E. Morris
	

	 	 	 	Title: Authorized Agent
	 
	 	 	 	 
	 	 	GULF STREAM-COMPASS CLO 2003-1, LTD.
	 
	 	 	 	 
	

	 	By
	 	/s/ Barry K. Love
	

	 	 	 	
 
	

	 	 	 	Name: Barry K. Love
	

	 	 	 	Title: Chief Credit Officer
	 
	 	 	 	 
	 	 	APEX (TRIMARAN) CDO 1, LTD.
	 	 	BY: TRIMARAN ADVISORS, L.L.C.
	 
	 	 	 	 
	

	 	By
	 	/s/ David M. Millison
	

	 	 	 	
 
	

	 	 	 	Name: David M. Millison
	

	 	 	 	Title: Managing Director
	 
	 	 	 	 
	 	 	STELLAR FUNDING, LTD.
	 
	 	 	 	 
	

	 	By
	 	/s/ Kaitlin Trinh
	

	 	 	 	
 
	

	 	 	 	Name: Kaitlin Trinh
	

	 	 	 	Title: Fund Controller







- 10 -









 






	 	 	 	 	 
	 	 	VENTURE CDO 2002, LIMITED
	 	 	BY ITS INVESTMENT ADVISORS MJX ASSET
    MANAGEMENT LLC
	 
	 	 	 	 
	

	 	By
	 	/s/ Hans L. Christensen
	

	 	 	 	
 
	

	 	 	 	Name: Hans L. Christensen
	

	 	 	 	Title: Chief Investment Officer
	 
	 	 	 	 
	 	 	VENTURE II CDO 2002, LIMITED
	 	 	BY ITS INVESTMENT ADVISORS MJX ASSET
    MANAGEMENT LLC
	 
	 	 	 	 
	

	 	By
	 	/s/ Hans L. Christensen
	

	 	 	 	
 
	

	 	 	 	Name: Hans L. Christensen
	

	 	 	 	Title: Chief Investment Officer
	 
	 	 	 	 
	 	 	DENALI CAPITAL CLO I, LTD.
	 	 	BY: DENALI CAPITAL LLC, MANAGING
    MEMBER OF DC FUNDING PARTNERS,
    PROTFOLIO MANAGER FOR DENALI CAPITAL
    CLO I, LTD., OR AN AFFILIATE
	 
	 	 	 	 
	

	 	By
	 	/s/ John P. Thacker
	

	 	 	 	
 
	

	 	 	 	Name: John P. Thacker
	

	 	 	 	Title: Chief Credit Officer
	 
	 	 	 	 
	 	 	DENALI CAPITAL CLO III, LTD.
	 	 	BY: DENALI CAPITAL LLC, MANAGING
    MEMBER OF DC FUNDING PARTNERS,
    PROTFOLIO MANAGER FOR DENALI CAPITAL
    CLO III, LTD., OR AN AFFILIATE
	 
	 	 	 	 
	

	 	By
	 	/s/ John P. Thacker
	

	 	 	 	
 
	

	 	 	 	Name: John P. Thacker
	

	 	 	 	Title: Chief Credit Officer
	 
	 	 	 	 
	 	 	MOUNTAIN CAPITAL CLO II LTD.
	 
	 	 	 	 
	

	 	By
	 	/s/ Chris Siddons
	

	 	 	 	
 
	

	 	 	 	Name: Chris Siddons
	

	 	 	 	Title: Director







- 11 -









 






	 	 	 	 	 
	 	 	CLYDESDALE CLO 2003 LTD.
	 	 	NOMURA RESEARCH AND ASSET
    MANAGEMENT INC., AS AGENT
	 
	 	 	 	 
	

	 	By
	 	/s/ unreadable
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:
	 
	 	 	 	 
	 	 	CLYDESDALE CLO 2001-1 LTD.
	 	 	NOMURA CORPORATE RESEARCH AND ASSET
    MANAGEMENT INC., AS COLLATERAL
    MANAGER
	 
	 	 	 	 
	

	 	By
	 	/s/ unreadable
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:
	 
	 	 	 	 
	 	 	NOMURA BOND & LOAN FUND
	 	 	BY: UFJ TRUST BANK LIMITED AS TRUSTEE
	 	 	BY: NOMURA CORPORATE
RESEARCH AND
    ASSET MANAGEMENT INC. ATTORNEY IN
    FACT
	 
	 	 	 	 
	

	 	By
	 	/s/ unreadable
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title:
	 
	 	 	 	 
	 	 	HEWETT’S ISLAND CDO, LTD.
	 	 	BY: CYPRESSTREE INVESTMENT
    MANAGEMENT COPANY, INC., AS
    PROTFOLIO MANAGER
	 
	 	 	 	 
	

	 	By
	 	/s/ Jeffrey Megar
	

	 	 	 	
 
	

	 	 	 	Name: Jeffrey Megar
	

	 	 	 	Title: Director








- 12 -










 





	 	 	 	 	 
	 	CLOSE INTERNATIONAL CUSTODY SERVICES

LIMITED AS CUSTODIAN OF CYPRESSTREE

INTERNATIONAL LOAN HOLDING COMPANY

LIMITED BY CYPRESSTREE STRATEGIC

DEBT MANAGEMENT CO., INC. AS

INVESTMENT ADVISOR

 
	 
	 	By  	/s/ Michelle L. Patterson
 	 
	 	 	Name:  	Michelle L. Patterson 	 
	 	 	Title:  	Investment Analyst 	 



	 	 	 	 	 
	 	 	 
	 	By  	/s/ Jeffrey Megar
 	 
	 	 	Name:  	Jeffrey Megar 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	PUTNAM VARIABLE TRUST-PVT HIGH YIELD FUND


	 
	 	By  	/s/ unreadable
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	PUTNAM DIVERSIFIED INCOME TRUST

 	 
	 	By  	/s/ unreadable
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	PUTNAM HIGH YIELD ADVANTAGE FUND

 	 
	 	By  	/s/ unreadable
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	PUTNAM HIGH YIELD TRUST

 	 
	 	By  	/s/ unreadable
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



- 13 -









 






	 	 	 	 	 



	 	 	 	 	 
	 	PUTNAM VARIABLE TRUST-PVT DIVERSIFIED
INCOME FUND

 	 
	 	By  	/s/ unreadable
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	PUTNAM PREMIER INCOME TRUST

 	 
	 	By  	/s/ unreadable
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	PUTNAM MASTER INTERMEDIATE INCOME TRUST

 	 
	 	By  	/s/ unreadable
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	PUTNAM MASTER INCOME TRUST

 	 
	 	By  	/s/ unreadable
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	FRANKLIN CLO IV, LIMITED

 	 
	 	By  	/s/ Tyler Chan
 	 
	 	 	Name:  	Tyler Chan 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	FRANKLIN FLOATING RATE MASTER SERIES

 	 
	 	By  	/s/ Tyler Chan
 	 
	 	 	Name:  	Tyler Chan 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	FRANKLIN FLOATING RATE DAILY ACCESS FUND

 	 
	 	By  	/s/ Tyler Chan
 	 
	 	 	Name:  	Tyler Chan 	 
	 	 	Title:  	Vice President 	 



- 14 -









 






	 	 	 	 	 



	 	 	 	 	 
	 	VAN KAMPEN SENIOR LOAN FUND

BY: VAN KAMPEN INVESTMENT ADVISORY CORP.

 	 
	 	By  	/s/ Brad Langs
 	 
	 	 	Name:  	Brad Langs 	 
	 	 	Title:  	Executive Director 	 
	 



	 	 	 	 	 
	 	VAN KAMPEN SENIOR INCOME TRUST

BY: VAN KAMPEN INVESTMENT ADVISORY CORP.

 	 
	 	By  	/s/ Brad Langs
 	 
	 	 	Name:  	Brad Langs 	 
	 	 	Title:  	Executive Director 	 



	 	 	 	 	 
	 	CALLIDUS DEBT PARTNERS CLO FUND II LTD.

 	 
	 	By  	/s/ Mavis Taintor
 	 
	 	 	Name:  	Mavis Taintor 	 
	 	 	Title:  	Managing Director 	 



	 	 	 	 	 
	 	ARCHIMEDES FUNDING IV (CAYMAN), LTD.

BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER

 	 
	 	By  	/s/ Philip C. Robbins
 	 
	 	 	Name:  	Philip C. Robbins 	 
	 	 	Title:  	Director 	 



	 	 	 	 	 
	 	ENDURANCE CLO I, LTD.

BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER

 	 
	 	By  	/s/ Philip C. Robbins
 	 
	 	 	Name:  	Philip C. Robbins 	 
	 	 	Title:  	Director 	 



	 	 	 	 	 
	 	ING-ORYX CLO, LTD.

BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER

 	 
	 	By  	/s/ Philip C. Robbins
 	 
	 	 	Name:  	Philip C. Robbins 	 
	 	 	Title:  	Director 	 



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	 	SEQUILS-ING I (HBDGM), LTD.

BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER

 	 
	 	By  	/s/ Philip C. Robbins
 	 
	 	 	Name:  	Philip C. Robbins 	 
	 	 	Title:  	Director 	 



	 	 	 	 	 
	 	FOOTHILL INCOME TRUST II, L.P.

 	 
	 	By  	/s/ Jeff Nokera
 	 
	 	 	Name:  	Jeff Nokera 	 
	 	 	Title:  	Managing Member 	 



	 	 	 	 	 
	 	MAGNETITE V CLO, LIMITED

 	 
	 	By  	/s/ Mark J. Williams
 	 
	 	 	Name:  	Mark J. Williams 	 
	 	 	Title:  	Authorized Signatory 	 



	 	 	 	 	 
	 	MAGNETITE IV CLO, LTD.

 	 
	 	By  	/s/ Mark J. Williams
 	 
	 	 	Name:  	Mark J. Williams 	 
	 	 	Title:  	Authorized Signatory 	 



	 	 	 	 	 
	 	BLACKROCK LIMITED DURATION INCOME TRUST

 	 
	 	By  	/s/ Mark J. Williams
 	 
	 	 	Name:  	Mark J. Williams 	 
	 	 	Title:  	Authorized Signatory 	 



	 	 	 	 	 
	 	NORSE CBO, LTD.

	 	
BY: REGIMENT CAPITAL MANAGEMENT, LLC

AS ITS INVESTMENT ADVISOR


	 	
BY: REGIMENT CAPITAL ADVISORS, LLC

ITS MANAGER AND PURSUANT TO

DELEGATED AUTHORITY

 
	 
	 	By  	/s/ Timothy S. Peterson
 	 
	 	 	Name:  	Timothy S. Peterson 	 
	 	 	Title:  	President 	 



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	 	LANDMARK III CDO LIMITED

 	 
	 	By  	/s/ Joe Moroney
 	 
	 	 	Name:  	Joe Moroney 	 
	 	 	Title:  	Director 	 



	 	 	 	 	 
	 	CSAM FUNDING III

 	 
	 	By  	/s/ David H. Lerner
 	 
	 	 	Name:  	David H. Lerner 	 
	 	 	Title:  	Authorized Signatory 	 



	 	 	 	 	 
	 	DRYDEN IV LEVERAGED LOAN CDO 2003, by

Prudential Investment Management

Inc., as collateral manager

 
	 
	 	By  	/s/ B. Ross Smead
 	 
	 	 	Name:  	B. Ross Smead 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	INNER HARBOR CBO 2001-1 LTD.

BY: T. ROWE PRICE ASSOCIATES, INC. AS COLLATERAL MANAGER

 	 
	 	By  	/s/ Darren N. Braman
 	 
	 	 	Name:  	Darren N. Braman 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	 	ALLSTATE LIFE INSURANCE COMPANY

 	 
	 	By  	/s/ Chris Goergen
 	 
	 	 	Name:  	Chris Goergen 	 
	 	 	Title:  	Authorized Signatory 	 



	 	 	 	 	 
	 	 	 
	 	By  	                                        /s/ Jerry D. Zinkula
 	 
	 	 	Name:  	Jerry D. Zinkula 	 
	 	 	Title:  	Authorized Signatory 	 



- 17 -









 






	 	 	 	 	 
	 	AIMCO CLO SERIES 2001-A

 	 
	 	By  	/s/ Chris Goergen
 	 
	 	 	Name:  	Chris Goergen 	 
	 	 	Title:  	Authorized Signatory 	 



	 	 	 	 	 
	 	 	 
	 	By  	                                        /s/ Jerry D. Zinkula
 	 
	 	 	Name:  	Jerry D. Zinkula 	 
	 	 	Title:  	Authorized Signatory 	 



	 	 	 	 	 
	 	AIMCO CLO SERIES 2000-A

 	 
	 	By  	/s/ Chris Goergen
 	 
	 	 	Name:  	Chris Goergen 	 
	 	 	Title:  	Authorized Signatory 	 



	 	 	 	 	 
	 	 	 
	 	By  	                                        /s/ Jerry D. Zinkula
 	 
	 	 	Name:  	Jerry D. Zinkula 	 
	 	 	Title:  	Authorized Signatory 	 



	 	 	 	 	 
	 	CANADIAN IMPERIAL BANK OF COMMERCE

 	 
	 	By  	/s/ Marc Berg
 	 
	 	 	Name:  	Marc Berg 	 
	 	 	Title:  	Authorized Signatory 	 



	 	 	 	 	 
	 	EMERALD ORCHARD LIMITED

 	 
	 	By  	/s/ Michelle Manning
 	 
	 	 	Name:  	Michelle Manning 	 
	 	 	Title:  	Attorney in Fact 	 



	 	 	 	 	 
	 	AMMC CDO II, LIMITED

BY: AMERICAN MONEY MANAGEMENT CORP.,
AS COLLATERAL MANAGER

 	 
	 	By  	/s/ David P. Meyer
 	 
	 	 	Name:  	David P. Meyer 	 
	 	 	Title:  	Vice President 	 



- 18 -









 









	 	 	 	 	 
	 	AMMC CDO I, LIMITED

BY: AMERICAN MONEY MANAGEMENT CORP., AS COLLATERAL MANAGER

 	 
	 	By  	/s/ David P. Meyer
 	 
	 	 	Name:  	David P. Meyer 	 
	 	 	Title:  	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

AFFILIATE

 
	 
	 	By  	/s/ John P. Thacker
 	 
	 	 	Name:  	John P. Thacker 	 
	 	 	Title:  	Chief Credit Officer 	 
	 



	 	 	 	 	 
	 	NEMEAN CLO, LTD.

BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER

 	 
	 	By  	/s/ Philip C. Robbins
 	 
	 	 	Name:  	Philip C. Robbins 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	COOKSMILL

 	 
	 	By  	/s/ John R.M. Campbell
 	 
	 	 	Name:  	John R.M. Campbell 	 
	 	 	Title:  	Authorized Signatory 	 



	 	 	 	 	 
	 	FIFTH THIRD BANK

 	 
	 	By  	/s/ Gary Losey
 	 
	 	 	Name:  	Gary Losey 	 
	 	 	Title:  	AVP – Relationship Manger 	 
	 



	 	 	 	 	 
	 	ARCHIMEDES FUNDING III, LTD.

BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER

 	 
	 	By  	/s/ Philip C. Robbins
 	 
	 	 	Name:  	Philip C. Robbins 	 
	 	 	Title:  	Director 	 
	 




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