exv10w2



 





EXHIBIT 10.2




SECOND AMENDMENT TO CREDIT AGREEMENT




     SECOND 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 Tranche B Lenders (each a “Tranche B Lender” and collectively,
the ” Tranche B 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 Tranche B Lenders, the Agent and the
other lenders party thereto are parties to that certain Credit Agreement, dated
as of August 7, 2003, as amended (the “Credit Agreement”); and



     WHEREAS, the Borrower has requested that the Applicable Rate with respect
to Tranche B Term Loans be amended, and that certain other amendments be made
to the Credit Agreement; and



     WHEREAS, the Tranche B 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. Applicable Rate Definition. The definition of Applicable Rate
in Section 1.1 of the Credit Agreement shall be amended by deleting the
phrase “(a) with respect to any Tranche B Term Loan, (i) 2.50% per annum,
in the case of an ABR Loan, or (ii) 3.50% per annum, in the case of a
Eurodollar Loan” therein and replacing such with the phrase “(a) with
respect to any Tranche B Term Loan, (i) 2.00% per annum, in the case of
an ABR Loan, or (ii) 3.00% per annum, in the case of a Eurodollar Loan”
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 the Tranche B 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.



SECTION 3. REPRESENTATIONS.




     In order to induce the Tranche B Lenders to execute and deliver this
Amendment, the Borrower hereby represents to the Tranche B 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.



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     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]




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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. 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 	 



	 	 	 	 	 
	 	UBS AG, STAMFORD BRANCH

 	 
	 	By  	/s/ Wilfred V. Saint
 	 
	 	 	Name:  	Wilfred V. Saint 	 
	 	 	Title:  	Director Banking Products
Services, US 	 



	 	 	 	 	 
	 	 	 
	 	By  	                                        /s/ Anthony N. Joseph
 	 
	 	 	Name:  	Anthony N. Joseph 	 
	 	 	Title:  	Associate Director Banking
Products Services, US 	 



	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION

 	 
	 	By  	/s/ Larry Fave
 	 
	 	 	Name:  	Larry Fave 	 
	 	 	Title:  	Authorized Signatory 	 




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	 	BANK ONE, NA, with its main office in Chicago, Illinois

 
	 
	 	By  	/s/ Steven J. Krakoski
 	 
	 	 	Name:  	Steven J. Krakoski 	 
	 	 	Title:  	First 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 	 



	 	 	 	 	 
	 	GOLDENTREE LOAN OPPORTUNITIES II, LIMITED 

BY: GOLDENTREE ASSET MANAGEMENT, LP


 	 
	 	By  	/s/ Frederick S. Hadad
 	 
	 	 	Name:  	Frederick S. Haddad 	 
	 	 	Title:  	 	 



- 5 -









 






	 	 	 	 	 



	 	 	 	 	 
	 	UNION SQUARE CDO LTD.

 	 
	 	By  	/s/ unreadable
 	 
	 	 	Name:  	 	 
	 	 	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 	 



- 6 -









 






	 	 	 	 	 
	 	AVALON CAPITAL LTD. 2

	 
	 	
BY: INVESCO SENIOR SECURED

MANAGEMENT, INC., AS PORTFOLIO ADVISOR

 
	 
	 	By  	/s/ Joseph Rotondo
 	 
	 	 	Name:  	Joseph Rotondo 	 
	 	 	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 	 



- 7 -









 






	 	 	 	 	 



	 	 	 	 	 
	 	SAGAMORE CLO LTD.

	 
	 	
BY: INVESCO SENIOR SECURED

MANAGEMENT, INC., AS COLLATERAL MANAGER

 
	 
	 	By  	/s/ Joseph Rotondo
 	 
	 	 	Name:  	Joseph Rotondo 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	SARATOGA CLO I, LIMITED

	 
	 	
BY: INVESCO SENIOR SECURED

MANAGEMENT, INC., AS ASSET MANAGER

 
	 
	 	By  	/s/ Joseph Rotondo
 	 
	 	 	Name:  	Joseph Rotondo 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	FOREST CREEK CLO, LTD.

 	 
	 	By  	/s/ Danjuma Gibson
 	 
	 	 	Name:  	Danjuma Gibson 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	ROSEMONT CLO, LTD.

 	 
	 	By  	/s/ Danjuma Gibson
 	 
	 	 	Name:  	Danjuma Gibson 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	BRYN MAWR CLO, LTD.

 	 
	 	By  	/s/ Danjuma Gibson
 	 
	 	 	Name:  	Danjuma Gibson 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	SEQUILS-CUMBERLAND I, LTD.

 	 
	 	By  	/s/ Danjuma Gibson
 	 
	 	 	Name:  	Danjuma Gibson 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	OLYMPIC FUNDING TRUST, SERIES 1999-1

 	 
	 	By  	/s/ Ann E. Morris
 	 
	 	 	Name:  	Ann E. Morris 	 
	 	 	Title:  	Authorized Agent 	 



- 8 -









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 	 
	 



	 	 	 	 	 
	 	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 	 



- 9 -









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 	 
	 



	 	 	 	 	 
	 	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:  	 	 



- 10 -









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 	 
	 



	 	 	 	 	 
	 	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:  	 	 
	 




- 11 -









 





	 	 	 	 	 
	 	 	PUTNAM HIGH YIELD ADVANTAGE FUND
	 
	 	 	 	 
	

	 	By
	 	/s/ unreadable
	

	 	 	 	

	

	 	 	 	Name:
	

	 	 	 	Title:
	 
	 	 	 	 
	 	 	PUTNAM HIGH YIELD TRUST
	 
	 	 	 	 
	

	 	By
	 	/s/ unreadable
	

	 	 	 	

	

	 	 	 	Name:
	

	 	 	 	Title:
	 
	 	 	 	 
	 	 	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







- 12 -









 






	 	 	 	 	 
	 
	 	 	 	 
	 	 	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
	 
	 	 	 	 
	 	 	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







- 13 -









 






	 	 	 	 	 
	 
	 	 	 	 
	 	 	NUVEEN SENIOR INCOME FUND, AS A LENDER
	 	 	BY: SYMPHONY ASSET MANAGEMENT LLC
	 
	 	 	 	 
	

	 	By
	 	/s/ Larry Mason
	

	 	 	 	

	

	 	 	 	Name: Larry Mason
	

	 	 	 	Title: Portfolio Manager
	 
	 	 	 	 
	 	 	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
	 
	 	 	 	 
	 	 	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







- 14 -









 






	 	 	 	 	 
	 
	 	 	 	 
	 	 	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
	 
	 	 	 	 
	 	 	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







- 15 -









 






	 	 	 	 	 
	 
	 	 	 	 
	 	 	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
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	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







- 16 -









 






	 	 	 	 	 
	 
	 	 	 	 
	 	 	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
	 
	 	 	 	 
	 	 	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
	 
	 	 	 	 
	 	 	NUVEEN DIVERSIFIED DIVIDEND AND INCOME FUND
	 
	 	 	 	 
	

	 	By
	 	/s/ Larry Mason
	

	 	 	 	

	

	 	 	 	Name: Larry Mason
	

	 	 	 	Title: Portfolio Manager







- 17 -









 






	 	 	 	 	 
	 
	 	 	 	 
	 	 	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 S. 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







- 18 -