.







AMENDMENT NO. 1



This Amendment No. 1 dated as of September 30, 2004 ("Amendment") is among LYONDELL-CITGO Refining LP, a Delaware limited partnership (the "Borrower"), Credit Suisse First Boston, as administrative agent for the Lenders ("Agent"), and the lenders listed on the signature pages to this Amendment ("Lenders").



INTRODUCTION






	The Borrower, the Agent, and the Lenders are parties to the Credit Agreement dated as of May 21, 2004 (the "Credit Agreement").


	The Borrower, the Agent, and the Lenders wish to amend the Credit Agreement in certain respects as provided herein.

THEREFORE, the Borrower, the Administrative Agent, and the Lenders hereby agree as follows:





	Definitions.  Unless otherwise defined in this Amendment, terms used in this Amendment which are defined in the Credit Agreement shall have the meanings assigned to such terms in the Credit Agreement.


	Definitions.  In Section 1.01 of the Credit Agreement:



	the definition of  "Applicable Margin" is amended in its entirety to read as follows:

"Applicable Margin" means: (a) for Revolving Loans, (i) with respect to any Eurodollar Rate Loan, 2.5%; and (ii) with respect to any Base Rate Loan, 1.5% and (b) for Term Loans, (i) with respect to any Eurodollar Rate Loan, 2.0%; and (ii) with respect to any Base Rate Loan, 1.0%.




	the definition of "Consolidated Net Worth" is amended in its entirety to read as follows:

"Consolidated Net Worth" means, as of the date of any determination, without duplication of amounts, (a) the remainder of (i) the aggregate amount of total assets of the Borrower and the Subsidiary Guarantors and (ii) the aggregate amount of the total liabilities of the Borrower and the Subsidiary Guarantors, in each case as of the end of the Borrower's most recently ended fiscal quarter and determined on a consolidated basis in accordance with GAAP; all as adjusted to exclude the effect of asset write-downs and other restructuring charges which are non-cash charges that are taken after March 31, 2004 not to exceed $25,000,000 in the aggregate.




	Voluntary Prepayments.  Section 3.03 of the Credit Agreement is amended (a) by inserting "(except as otherwise provided in this section)" immediately after the text "without premium or penalty" and (b) by inserting the following at the end of the section:

The Borrower shall pay for each voluntary prepayment in respect of a reduction in pricing of the Term Loans made on or before September 25, 2005 a prepayment premium equal to 1% of the then aggregate outstanding principal amount of the Term Loans on the date of such prepayment.




	Debt to Total Capitalization Ratio.  Section 7.17(a) of the Credit Agreement is amended by substituting "0.85 to 1.00" for "0.75 to 1.00".


	Substitution of Lender.  Section 3.07 of the Credit Agreement is amended in its entirety to read as follows:

If (a) the obligation of any Lender to make or Convert Loans into Eurodollar Rate Loans has been suspended pursuant to Section 2.06(b), (b) any Lender has demanded compensation under Section 3.05, (c) any Lender has notified the Borrower that it is not capable of receiving payments without deduction or withholding pursuant to Section 3.06, or (d) any Lender fails to execute and deliver any consent, amendment or waiver to the Credit Agreement requested by the Borrower by a date specified by the Borrower (or gives the Borrower written notice prior to such date of its intention not to do so), the Borrower may replace such Lender by designating in a notice given to the Agent one or more Eligible Assignees to replace such Lender, which Eligible Assignee(s), if not already a Lender, shall be subject to the approval of the Issuers and Agent, which approval shall not be unreasonably withheld.  If the Borrower so designates one or more Eligible Assignees, then the Agent shall give notice thereof to the Lender to be replaced, and thereupon, such Lender shall promptly consummate an assignment of such Lender's Commitment, Loans, Notes, participations in Letters of Credit and other rights and obligations hereunder relative to the Commitment of such Lender to such Eligible Assignee(s) (pro rata, if there is more than one Eligible Assignee, in accordance with the portions being assigned) in accordance with Section 10.06.  For purposes of Section 3.04(a), a Lender consummating an assignment pursuant to this Section 3.07 shall be deemed to have been paid on the effective date of such assignment all its Loans then being assigned.




	Representations and Warranties.  The Borrower represents and warrants to the Agent and the Lenders that:



	the representations and warranties set forth in Article V of the Credit Agreement are true and correct in all material respects (unless made as of a specific date set forth therein) as of the date of this Amendment;


	(i) the execution, delivery and performance of this Amendment are within the power and authority of the Borrower under its Charter Documents and the DRULPA and have been duly authorized by all proceedings required under its Charter Documents and the DRULPA and (ii) this Amendment constitutes a legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered a proceeding in equity or at law); and


	as of the date of this Amendment, no Default or Event of Default has occurred and is continuing.


	Effectiveness.  This Amendment shall become effective as of the date of this Amendment, and the Credit Agreement shall be amended as provided in this Amendment, when (a) the Borrower shall have delivered to the Agent duly and validly executed by the Borrower originals of this Amendment, (b) the Required Lenders and each Term Lender shall have executed and delivered this Amendment to the Agent and the Borrower, (c) the Borrower shall have provided evidence to the Agent's reasonable satisfaction of its partnership authority to enter into this Amendment, and (d) the Borrower shall have paid to the Lead Arrangers the fees payable in connection with this Amendment under the engagement letter between the Borrower and the Lead Arrangers.  The Agent will confirm in writing to the Borrower when these conditions have been satisfied.


	Effect on Loan Documents.



	Except as amended herein, the Credit Agreement and the Loan Documents remain in full force and effect as originally executed.  Nothing herein shall act as a waiver of any of the Agent's or Lenders' rights under the Loan Documents, as amended.


	This Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents.


	Choice of Law.  This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.


	Counterparts.  This Amendment may be signed in any number of counterparts, each of which shall be an original.





 



[The remainder of this page has been left blank intentionally.]







EXECUTED to be effective as of the date first above written.
LYONDELL-CITGO REFINING LP






 



By:/s/ William F. Thompson



By:       William F. Thompson 



Title:    Vice President and



             General Manager






CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Agent and Lender






 



By:/s/  James P. Moran_______



Name:  James P. Moran 



Title:    Director






 



By:/s/ Denise L. Alvarez



Name:  Denise L. Alvarez 



Title:    Associate



BANK OF AMERICA, N.A.






 



By:/s/  Ronald E. McKaig



Name:  Ronald E. McKaig



Title:  Managing Director






WESTLB AG, NEW YORK BRANCH






 



By:/s/  Salvatore Battinelli



Name:   Salvatore Battinelli 



Title:      Managing Director






By:/s/  Daniel Hitchcock



Name:  Daniel Hitchcock 



Title:    Associate Director 
 Credit Americas






SUNTRUST BANK






 






By:/s/  David Edge



Name:   David Edge 



Title:      Managing Director 






FORTIS CAPITAL CORP






 



By:/s/  Darrell W. Holley____________



Name:   Darrell W. Holley 



Title:     Managing Director






 



By:_____/s/  Casey Lowary__________



Name:   Casey Lowary



Title:     Senior Vice President






BANK OF OKLAHOMA N.A.






 



By:/s/  Robert D. Mattax



Name:   Robert D. Mattax 



Title:     Senior Vice President






THE BANK OF NOVA SCOTIA






 



By:/s/   William E. Zarrett



Name:    William E. Zarrett 



Title:      Managing Director






BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH






By:______/s/  Yoram Dankner____________



Name:     Yoram Dankner



Title:        Managing Director






 



By:  ______/s/  Luc Perrot_______________



Name:       Luc Perrot



Title:         Associate Director






 



CALYON NEW YORK BRANCH






 



By: ____/s/  Olivier Audemard__________



Name:     Olivier Audemard



Title:       Managing Director






By:_____/s/  Pierre Debray_____________



Name:      Pierre Debray



Title:        Managing Director






BANK OF SCOTLAND






 



By:/s/  Karen Workman



Name:   Karen Workman 



Title:     Assistant Vice President






ALLIED IRISH BANKS PLC






 



By_______/s/  Aidan Lanigan______________



Name:      Aidan Lanigan



Title:        Assistant Vice President






By_______/s/  Mark K. Connelly____________



Name:      Mark K. Connelly



Title:        Vice President






NATIONAL CITY BANK






 



By:  _____/s/  Michael A. Moose__________



Name:       Michael A. Moose



Title:         Assistant Vice President






SCOTIABANC INC.






 



By:_____/s/  William E. Zarrett____________



Name:      William E. Zarrett



Title:         Managing Director






 



BNP PARIBAS






 



By_______/s/  J. Onischuk______________



Name:      J. Onischuk



Title:        Director






 



By_______/s/  Larry Robinson______________



Name:      Larry Robinson



Title:        Director






NATEXIS BANQUES POPULAIRES






 



By:/s/  Daniel Payer _____________



Name:    Daniel Payer 



Title:     Vice President






 



By:________/s/  Louis P. Laville, III________



Name:   Louis P. Laville, III



Title:     Vice President and Group Manager






SOCIETE GENERALE, NEW YORK BRANCH






 



By:  _____/s/  Jeff Wood________________



Name:       Jeff Wood



Title:         Managing Director






UNION PLANTERS BANK N.A.






 



By:  _____/s/  Keith S. Page______________



Name:       Keith S. Page



Title:         Vice President






 



COMMERZEBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES






 



By:  ____/s/  Steven R. Pottle_____________



Name:     Steven R. Pottle



Title:       Vice President






 



By:/s/  Andrew Kjoller



Name:   Andrew Kjoller 



Title:     Vice President






JPMORGAN CHASE BANK






 



By:/s/  Robert C. Mertensotto



Name:    Robert C. Mertensotto 



Title:      Managing Director






SUMITOMO MITSUI BANKING CORPORATION






 



By:  _____/s/  Robert H. Riley III___________



Name:      Robert H. Riley III



Title:        Senior Vice President






ERSTE BANK DER OESTERREICHISCHEN SPARKASSAN AG






By:  _____/s/  Bryan J. Lynch______________



Name:       Bryan J. Lynch



Title:         First Vice President






By:  _____/s/  Patrick W. Kunkel____________



Name:       Patrick W. Kunkel



Title:         Director, Erste Bank 



New York Branch






1888 FUND, LTD.






 



By:  _____/s/  Kaitlin Trinh________________



Name:       Kaitlin Trinh



Title:         Vice President






 



ADDISON CDO, Limited



By:  Pacific Investment Management Company



        LLC, as its Investment Advisor






By:  _____/s/  Mohan V. Phansalkar_________



Name:        Mohan V. Phansalkar



Title:           Managing Director






AIB DEBT MANAGEMENT LIMITED






 



By:/s/.  Mark K. Connolly



Name:   Mark K.  Connolly



Title:     Assistant Vice President



              Investment Advisor to AIB Debt



              Management, Limited






 



By:____/s/  Aidan Lanigan________________



Name:    Aidan Lanigan



Title:      Assistant Vice President










American Express Certificate Company



By:  American Express Asset Management



        Group as Collateral Manager






        By:  ___/s/  Yvonne Stevens___________



        Name:     Yvonne Stevens



        Title:        Senior Managing Director






AMMC CDO II, LIMITED



By:  American Money Management Corp.,



        As Collateral Manager






         By:  ____/s/  Chester M. Eng___________



         Name:      Chester M. Eng



         Title:         Senior Vice President






AMMC CDO III, LIMITED



By:  American Money Management Corp.,



        As Collateral Manager






         By:  ____/s/  Chester M. Eng___________



         Name:      Chester M. Eng



         Title:         Senior Vice President






APEX (TRIMARAN) CDO I LTD.



By:  Trimaran Advisors, L.L.C.






        By:  ___/s/  David M. Millison__________



        Name:       David M. Millison



        Title:         Managing Director






ATRIUM CDO






 



By:  _____/s/  David H. Lerner____________



Name:      David H. Lerner



Title:        Authorized Signatory






AVENUE CLO FUND LTD.






 



By:  ___/s/  Richard D'Addario____________



Name:      Richard D'Addario



Title:        Senior Portfolio Manager






BABSON CLO LTD 2003-I



By:  Babson Capital Management LLC as



        Collateral Manager






 



        By:  ____/s/  John W. Stelwagon_______



        Name:  John W. Stelwagon



        Title:    Managing Director






BABSON CLO LTD 2004-I



By:  Babson Capital Management LLC 






          By:____/s/  John W. Stelwagon_______



          Name:  John W. Stelwagon



          Title:    Managing Director






 



        



BANK OF MONTREAL






 



By:  ____/s/  S. Valia___________________



Name:     S. Valia



Title:       Managing Director






BILL & MELINDA GATES FOUNDATION



By:  Babson Capital Management LLC as



        Investment Adviser






 



        By:  ____/s/  John W. Stelwagon_______



        Name:  John W. Stelwagon



        Title:    Managing Director






BLACKROCK SENIOR INCOME SERIES






By:  ____/s/  Tom Colwell________________



Name:     Tom Colwell



Title:        Authorized Signatory






BUSHNELL CBNA LOAN FUNDING LLC






 



By:  _____/s/___Janet Haack______________



Name:     Janet Haack



Title:       As Attorney-In-Fact






CALLIDUS DEBT PRTNS-CLO FD III



By:  Callidus Debt Partners CLO Fund III, LLC



        By:  Its Collateral Manager, Callidus



                Capital Management, LLC






 



By:  _____/s/___Peter R. Bennitt____________



Name:     Peter R. Bennitt



Title:       Principal






 



CARLYLE HIGH YIELD PARTNERS II, LTD.






 



By:  _____/s/___Linda Pace______________



Name:      Linda Pace



Title:        Managing Director






CARLYLE HIGH YIELD PARTNERS III, LTD.






 



By:  _____/s/___Linda Pace______________



Name:      Linda Pace



Title:        Managing Director






CARLYLE HIGH YIELD PARTNERS IV, LTD.






 



By:  _____/s/___Linda Pace______________



Name:      Linda Pace



Title:        Managing Director






CARLYLE HIGH YIELD PARTNERS VI, LTD.






 



By:  _____/s/___Linda Pace______________



Name:      Linda Pace



Title:        Managing Director






Centurion CDO VII, Ltd.



By:  American Express Asset Management



       Group, Inc., as Collateral Manager






 



By:  ________/s/__Robin C. Stancil________



Name:         Robin C. Stancil



Title:           Supervisor-Fixed Income



                    Support Team






CITADEL HILL 2000 LTD






 



By:  ____/s/___Harry Amyette____________



Name:      Harry Amyette



Title:        Authorized Signatory






 



Citigroup Investments Corporate Loan Fund,



Inc.



By:  Travelers  Assest Management International Company LLC






 



By:  ____/s/___Roger Yee________________



Name:       Roger Yee



Title:         Vice President






Close International Custody Services Limited as Custodian of 



CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED






 



By:  ____/s/___Jeffrey Megar______________



Name:      Jeffrey Megar



Title:        Director






 



By:  ____/s/___Preston I. Carnes, Jr.________



Name:      Preston I. Carnes, Jr.



Title:        Managing Director






CLYDESDALE CLO 2001-1 LTD



By:  NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS COLLATERAL MANAGER






 



By:  ____/s/__Elizabeth MacLean___________



Name:       Elizabeth MacLean



Title:          Director






CLYDESDALE CLO 2003 LTD



By:  NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS COLLATERAL MANAGER






 



By:  ____/s/__Elizabeth MacLean___________



Name:       Elizabeth MacLean



Title:          Director






 



CLYDESDALE CLO 2004 LTD



By:  NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS COLLATERAL MANAGER






 



By:  ____/s/__Elizabeth MacLean___________



Name:       Elizabeth MacLean



Title:          Director






Columbus Loan Funding Ltd.






By:  Travelers Asset Management International Company LLC






 



By:  ___/s/___Roger Yee__________________



Name:       Roger Yee



Title:         Vice President






CONSTANTINUS EATON VANCE CDO V, LTD.



BY:  EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR






 



By:  ____/s/__Michael B.  Botthof__________



Name:      Michael B. Botthof



Title:        Vice President






CREDIT SUISSE FIRST BOSTON INTERNATIONAL






 



By:  ___/s/__Irina Borisova________________



Name:          Irina Borisova



Title:            Assistant Vice President






By:  ___/s/__Maria Delellis________________
Name:           Maria Delellis      






Title:            Assistant Vice President






 



 



CSAM FUNDING I






 



By:  ____/s/__David H. Lerner______________



Name:      David H. Lerner



Title:        Authorized Signatory






 



CSAM FUNDING IV






 



By:  ____/s/__David H. Lerner______________



Name:      David H. Lerner



Title:        Authorized Signatory






CYPRESS POINT TRADING LLC






 



By:  ____/s/__Meredith J. Koslick___________



Name:     Meredith J. Koslick



Title:       Assistant Vice President






DIAMOND SPRINGS TRADING LLC






 



By:  ____/s/__Meredith J. Koslick___________



Name:     Meredith J. Koslick



Title:       Assistant Vice President






EATON VANCE CDO III, LTD.



BY:  EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR






 



By:  ____/s/__Michael B.  Botthof__________



Name:      Michael B. Botthof



Title:        Vice President






EATON VANCE CDO VI, LTD.



BY:  EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR






 



By:  ____/s/__Michael B.  Botthof__________



Name:      Michael B. Botthof



Title:        Vice President






 



EATON VANCE INSTITUTIONAL SENIOR  LOAN FUND



BY:  EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR






 



By:  ____/s/__Michael B.  Botthof__________



Name:      Michael B. Botthof



Title:        Vice President






EATON VANCE LIMITED DURATION INCOME FUND



BY:  EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR






 



By:  ____/s/__Michael B.  Botthof__________



Name:      Michael B. Botthof



Title:        Vice President






EATON VANCE SENIOR FLOATING RATE TRUST



BY:  EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR






 



By:  ____/s/__Michael B.  Botthof__________



Name:      Michael B. Botthof



Title:        Vice President






EATON VANCE SENIOR INCOME TRUST



BY:  EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR






 



By:  ____/s/__Michael B.  Botthof__________



Name:      Michael B. Botthof



Title:        Vice President






 



ENDURANCE CLO I, LTD.



By:  ING  Capital Advisors LLC,



       As Collateral Manager






 



By:  _____/s/__Robert D. Cohen___________



Name:     Robert D. Cohen



Title:       Vice President






ARCHIMEDES FUNDING III, LTD.



By:  ING  Capital Advisors LLC,



       As Collateral Manager






 



By:  _____/s/__Robert D. Cohen___________



Name:     Robert D. Cohen



Title:       Vice President






SEQUILS-ING I (HBDGM), LTD.



By:  ING  Capital Advisors LLC,



       As Collateral Manager






 



By:  _____/s/__Robert D. Cohen___________



Name:     Robert D. Cohen



Title:       Vice President






NEMEAN CLO, LTD.



By:  ING  Capital Advisors LLC,



       As Collateral Manager






 



By:  _____/s/__Robert D. Cohen___________



Name:     Robert D. Cohen



Title:       Vice President






EV-SENIOR DEBT PORTFOLIO



By:  Boston Management and Research 



As Investment Advisor






 



By:  ____/s/__Michael B. Botthof___________



Name:      Michael B. Botthof



Title:        Vice President






 



FIDELITY ADV SERIES II:FAFR






 



By:  ____/s/__John H. Costello___________



Name:      John H. Costello



Title:        Assistant Treasurer






FLAGSHIP CLO II



By:  Flagship Capital Management, Inc.






 



By:  ____/s/__Eric S. Meyer______________



Name:       Eric S. Meyer



Title:         Director






FLAGSHIP CLO 2001-1



By:  Flagship Capital Management, Inc.






 



By:  ____/s/__Eric S. Meyer______________



Name:       Eric S. Meyer



Title:         Director






FLOATING RATE INCOME STRATEGIES FUND, INC.






 



By:  ___/s/__Omar Jama__________________



Name:         Omar Jama



Title:           Authorized Signatory






FOOTHILL INCOME TRUST, L.P.



By:  FIT GP, LLC, its General Partner






 



By:  ____/s/___Dennis R. Ascher____________



Name:          Dennis R. Ascher



Title:            Managing Member






 



Forest Multi-Strategy Master Fund SPC,



On behalf of its Multi-Strategy Segregated Portfolio






 



By:  ____/s/__David Teolis________________



Name:           David Teolis



Title:             Portfolio Manager






FRANKLIN CLO I LTD.






 



By:  ____/s/__Tyler Chan_________________



Name:           Tyler Chan



Title:             Vice President






FRANKLIN CLO II LTD.






 



By:  ____/s/__Tyler Chan_________________



Name:           Tyler Chan



Title:             Vice President






FRANKLIN FLOATING RATE MASTER






 



By:  ____/s/__Tyler Chan_________________



Name:           Tyler Chan



Title:             Vice President






 



FRANKLIN FLOATING RATE TRUST






 



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






GALAXY CLO 1999-1, LTD.



By:  AIG Global Investment Corp., Its



Collateral Manager






 



By:  _____/s/  W. Jeffrey Baxter____________



Name:         W. Jeffrey Baxter



Title:            Vice President






GALAXY III CLO LTD.



By:  AIG Global Investment Corp., Its



Collateral Manager






 



By:  _____/s/  W. Jeffrey Baxter____________



Name:         W. Jeffrey Baxter



Title:            Vice President






GENERAL ELECTRIC CAPITAL CORP






 



By:  _____/s/  Kevin P. Walsh_____________



Name:           Kevin P. Walsh



Title:             Manager -- Operations






State Street Bank and Trust Company as Trustee for GMAM GROUP PENSION TRUST I






 



By:  ____/s/  Matthew C. Daly______________



Name:           Matthew C. Daly



Title:              Vice President






GOLDENTREE LOAN OPPORTUNITIES I, LTD.



By:  GoldenTree Asset Management, LP






By:  ____/s/  Thomas H. Shandell__________



Name:           Thomas H. Shandell



Title:






 



GOLDENTREE LOAN OPPORTUNITIES II, LTD.



By:  GoldenTree Asset Management, LP






By:  ____/s/  Thomas H. Shandell__________



Name:           Thomas H. Shandell



Title






GRAYSON & CO



BY:  BOSTON MANAGEMENT AND RESEARCH 



AS INVESTMENT ADVISOR






 



By:  ____/s/__Michael B.  Botthof__________



Name:      Michael B. Botthof



Title:        Vice President






HARBOURVIEW CLO IV LTD






 



By:  ____/s/  Bill Campbell________________



Name:         Bill Campbell



Title:           Manager






HARBOURVIEW CLO V LTD






 



By:  ____/s/  Bill Campbell________________



Name:         Bill Campbell



Title:           Manager






HARCH CLO I LIMITED






 



By:  _____/s/  Michael E. Lewitt___________



Name:           Michael E. Lewitt



Title:             Authorized Signatory






 



HIGHLAND OFFSHORE PARTNERS LP



By:  Highland Capital Management, L.P.



As General Partner






 



By:  _____/s/  Todd Travers_______________



Name:         Todd Travers



Title:           Senior Portfolio Manager



                    Highland Capital Management, L.P.






IDS Life Insurance Company



By:  American Express Asset Management Group, Inc. as Collateral Manager






 



By:  ____/s/  Yvonne Stevens_______________



Name:            Yvonne Stevens



Title:               Senior Managing Director






ING PRIME RATE TRUST






 



By:  ____/s/  Charles E. LeMieux____________



Name:            Charles E. LeMieux CFA



Title:               Vice President






ING SENIOR INCOME FUND 






 



By:  ____/s/  Charles E. LeMieux____________



Name:            Charles E. LeMieux CFA



Title:               Vice President






KATONAH I, LTD.






 



By:  ____/s/  Ralph Della Rocca_____________



Name:           Ralph Della Rocca



Title:             Authorized Officer 



                      Katonah Capital, L.L.C.



                      As Manager






KATONAH II, LTD.






 



By:  ____/s/  Ralph Della Rocca_____________



Name:           Ralph Della Rocca



Title:             Authorized Officer 



                      Katonah Capital, L.L.C.



                      As Manager






KATONAH VI, LTD.






 



By:  ____/s/  Ralph Della Rocca_____________



Name:           Ralph Della Rocca



Title:             Authorized Officer 



                      Katonah Capital, L.L.C.



                      As Manager






LANDMARK IV CDO LTD.



By:  Aladdin Capital Management LLC, as Manager






 



By:  ____/s/  Angela Bozorgmir____________



Name:            Angela Bozorgmir



Title:              Director






LCM II LIMITED PARTNERSHIP



By:  Lyon Capital Management LLC,



As Attorney-In-Fact






 



By:  ____/s/  Farboud Tavanger____________



Name:           Farboud Tavanger



Title:             Senior Portfolio Manager






LIGHTPOINT CLO 2004-1, LTD.






 



By:  ____/s/  Thomas A. Kramer____________



Name:           Thomas A. Kramer



Title:             Senior Managing Director &



                     Chief Executive Officer






 



Loan Funding III LLC



By:  Pacific Investment Management Company



        LLC, as its Investment Advisor






By:  _____/s/  Mohan V. Phansalkar_________



Name:        Mohan V. Phansalkar



Title:           Managing Director






 



LOAN FUNDING VII LLC 



By:  Highland Capital Management, L.P.



As Collateral Manager 






 



By:  _____/s/  Todd Travers_______________



Name:         Todd Travers



Title:           Senior Portfolio Manager



                    Highland Capital Management, L.P.






LONG LANE MASTER TRUST II






 



By:  ____/s/  Ann E. Morris_______________



Name:           Ann E. Morris



Title:             Authorized Agent






MAINSTAY FLOATING RATE FUND, a series of Eclipse Funds Inc.



By:  New York Life Investment Management LLC






 



By:  ____/s/  F. David Melka______________



Name:              F. David Melka



Title:                Director






MASSACHUSETTS MUTUAL LLIFE INSURANCE 



By:  Babson Capital Management LLC as Investment Adviser 






By:____/s/  John W. Stelwagon_____________



Name:  John W. Stelwagon



Title:    Managing Director






 



MASTER SENIOR FLOATING RATE TRUST






 



By:  ___/s/__Omar Jama__________________



Name:         Omar Jama



Title:           Authorized Signatory






 



MERRILL LYNCH GLOBAL INVESTMENT SERIES: BANK LOAN INCOME PORTFOLIO



By:  Merrill Lynch Investment Managers, L.P.



As Investor Advisor






 



By:  ___/s/__Omar Jama__________________



Name:         Omar Jama



Title:           Authorized Signatory






ML CLO XV PILGRIM AMERICA 






 



By:  ____/s/  Charles E. LeMieux____________



Name:            Charles E. LeMieux CFA



Title:               Vice President






MONUMENT 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_____________



Name:            Joel Serebransky



Title:              Senior Vice President






MONUMENT PARK CDO LTD



By:  Blackstone Debt Advisors L.P.



As Collateral Manager






 



By:  ____/s/  Dean Criares_________________



Name:           Dean Criares



Title:             Managing Director






MORGAN STANLEY PRIME INCOME TRUST






 



By:  ____/s/  Elizabeth Bodisch_____________



Name:             Elizabeth Bodisch



Title:               Authorized Signatory






MOUNTAIN CAPITAL CLO III LTD






 



By:  ____/s/___Regina Forman_____________



Name:              Regina Forman



Title:                Director






NATIONWIDE LIFE INS CO






 



By:  ____/s/  Thomas S. Leggett_____________



Name:             Thomas S. Leggett



Title:               Associate Vice President



                        Public Bonds






 



NATIONWIDE MUTUAL INSURANCE CO






 



By:  ____/s/  Thomas S. Leggett_____________



Name:             Thomas S. Leggett



Title:               Associate Vice President



                        Public Bonds






NUVEEN FLOATING RATE INCOME FUND, as a Lender






 



By:  ____/s/  Lanny Mason_________________



Name:         Larry Mason



Title:           Portfolio Manager






 



NYLIM FLATIRON CLO 2004-1 LTD



By:  New York Life Investment Management LLC, as Collateral Manager and Attorney-In-Fact






 



By:  ____/s/  F. David Melka______________



Name:              F. David Melka



Title:                Director






OLYMPIC CLO I






 



By:  ___/s/  John M. Casparian_____________



Name:           John M. Casparian



Title:             Chief Operating Officer



                     Centre Pacific Manager






ONE GROUP INCOME BOND FUND






 



By:  ____/s/  James E. Gibson______________



Name:            James E. Gibson



Title:     Executive Vice President






 



OXFORD STRATEGIC INCOME FUND



BY:  EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR






 



By:  ____/s/__Michael B.  Botthof__________



Name:      Michael B. Botthof



Title:        Vice President






PAMCO CAYMAN LTD 



By:  Highland Capital Management, L.P.



As Collateral Manager 






 



By:  _____/s/  Todd Travers_______________



Name:         Todd Travers



Title:           Senior Portfolio Manager



                    Highland Capital Management, L.P.






 



PILGRIM CLO 1999 -- 1 LTD






 



By:  ____/s/  Charles E. LeMieux____________



Name:            Charles E. LeMieux CFA



Title:               Vice President






PINEHURST TRADING, INC.






 



By:  ____/s/  Meredith J. Koslick____________



Name:             Meredith J. Koslick



Title:               Assistant Vice President






PRINCIPAL LIFE INSURANCE COMPANY



By:  Principal Global Investors, LLC



A Delaware limited liability company,



Its authorized signatory






By:  ___/s/  Jon C. Heiny_______________



Name:          Jon C. Heiny



Title:            Counsel






By:  ___/s/___James Fifield____________



Name:            James Fifield



Title:               Counsel






PROMETHEUS INVESTMENT FUNDING NO. 1 LTD.



By:  HVB Credit Advisors LLC






By:  ____/s/  Irv Roa_____________________



Name:            Irv Roa



Title:              Director






By:  ____/s/  Charles P. Strause_____________



Name:            Charles P. Strause



Title:               Associate Director






 



REGIMENT CAPITAL LTD.






By:  Regiment Capital Management, LLC



  As its Investment Advisor






By:   Regiment Capital Advisors, LLC



   Its Manager and pursuant to delegated



   Authority






 



By:  _____/s/  Mark  A. Brostowski_________



Name:              Mark A. Brostowski



Title:                Authorized Signatory






SEABOARD CLO 2000 LTD.



By:  Babson Capital Management LLC as Collateral Manager






 



By:  _____/s/__John W. Stelwagon__________



Name:               John W. Stelwagon



Title:                 Managing Director






SEMINOLE FUNDING LLC






 



By:  ____/s/__Meredith J. Koslick___________



Name:     Meredith J. Koslick



Title:       Assistant Vice President






 



SENIOR DEBT PORTOLIO



BY:  EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR






 



By:  ____/s/__Michael B.  Botthof__________



Name:      Michael B. Botthof



Title:        Vice President






 



SEQUILS-Cumberland I, Ltd.



By:  Deerfield Capital Management LLC as its Collateral Manager






By:  ____/s/  Peter Sakon_________________



Name:          Peter Sakon



Title:            Vice President






SEQUILS-MAGNUM, LTD. 



By:  Pacific Investment Management Company



        LLC, as its Investment Advisor






By:  _____/s/  Mohan V. Phansalkar_________



Name:        Mohan V. Phansalkar



Title:           Managing Director






SEQUILS PILGRIM I LTD






 



By:  ____/s/  Charles E. LeMieux____________



Name:            Charles E. LeMieux CFA



Title:               Vice President






SOL LOAN FUNDING LLC






 



By:  _____/s/___Janet Haack______________



Name:     Janet Haack



Title:       As Attorney-In-Fact






Southport CLO, Limited 



By:  Pacific Investment Management Company



        LLC, as its Investment Advisor






By:  _____/s/  Mohan V. Phansalkar_________



Name:        Mohan V. Phansalkar



Title:           Managing Director






STONE TOWER CLO II LTD



By:  Stone Tower Debt Advisors LLC,



As their Collateral Manager






 



By:  ____/s/  William Sheoris______________



Name:             William Sheoris



Title:               Authorized Signatory






THE SUMITOMO TRUST & BANKING CO., LTD.






 



By:  ____/s/  Elizabeth A. Quirk_____________



Name:           Elizabeth A. Quirk



Title:             Vice President






THE ONE GROUP HIGH YIELD BOND






 



By:  ____/s/  James E. Gibson______________



Name:            James E. Gibson



Title:     Executive Vice President






TOLLI & CO.



BY:  EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR






 



By:  ____/s/__Michael B.  Botthof__________



Name:      Michael B. Botthof



Title:        Vice President






TORONTO DOMINION (NEW YORK) INC.






 



By:  ____/s/  Gwen Zirkle_________________



Name:             Gwen Zirkle



Title:                Vice President






VAN KAMPEN CLO I, LIMITED



By:  Van Kampen Investment Advisory Corp



As Collateral Manager






 



By:  ____/s/  Brad Langs_________________



Name:           Brad Langs



Title:             Executive Director






 



VAN KAMPEN CLO II, LIMITED



By:  Van Kampen Investment Advisory Corp



As Collateral Manager






 



By:  ____/s/  Brad Langs_________________



Name:           Brad Langs



Title:             Executive Director






 



VAN KAMPEN SENIOR INCOME TRUST



By:  Van Kampen Investment Advisory Corp.



As Collateral Manager






 



By:  ____/s/  Brad Langs_________________



Name:           Brad Langs



Title:             Executive Director






VENTURE III CDO LIMITED






 



By:  ____/s/  Gretchen Bergstresser________



Name:             Gretchen Bergstresser



Title:                Managing Director






VENTURE IV CDO LIMITED






 



By:  ____/s/  Gretchen Bergstresser________



Name:             Gretchen Bergstresser



Title:                Managing Director






VERITAS CLO I LTD.






 



By:  ____/s/  John Randolph Watkins________



Name:            John Randolph Watkins



Title:              Executive Director






 



Waveland-INGOTS, LTD.



By:  Pacific Investment Management Company



        LLC, as its Investment Advisor






By:  _____/s/  Mohan V. Phansalkar_________



Name:        Mohan V. Phansalkar



Title:           Managing Director






WHITEHORSE I, LTD.



By:  WHITEHORSE CAPITAL PARTNERS, LP, AS COLLATERAL MANAGER






 



By:  ____/s/  Jay Carvell__________________



Name:            Jay Carvell



Title:              Portfolio Manager