exv10w5






Exhibit 10.5




AMENDMENT AND CONSENT AGREEMENT NO. 4




          AMENDMENT AND CONSENT AGREEMENT NO. 4 (this “Amendment”), dated as of June [   ], 2008, relating
to the Amended and Restated Credit Agreement (as amended, supplemented or otherwise modified from
time to time, the “Credit Agreement”), dated as of September 12, 2007, among NAVISITE, INC., a
Delaware corporation (“Borrower”), the Subsidiary Guarantors (such term and each other capitalized
term used but not defined herein shall have the meaning assigned to such term in the Credit
Agreement), the Lenders, CIBC WORLD MARKETS CORP., as sole lead arranger (in such capacity, “Sole
Lead Arranger”), as documentation agent (in such capacity, “Documentation Agent”) and as bookrunner
(in such capacity, “Bookrunner”), CIT LENDING SERVICES CORPORATION, as syndication agent (in such
capacity, “Syndication Agent”), and CANADIAN IMPERIAL BANK OF COMMERCE, acting through its New York
agency, as issuing bank (in such capacity, “Issuing Bank”) and as administrative agent (in such
capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity,
“Collateral Agent”) for the Secured Parties and the Issuing Bank.




WITNESSETH:




          WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to extend credit to
Borrower pursuant to the terms and conditions set forth therein;




          WHEREAS, (i) Borrower has interpreted the $10.0 million limitation in Section 6.18 of the
Credit Agreement (the “6.18 Limitation”) to only apply to the types of leases described therein to
the extent entered into after the Effective Date (and to exclude such leases in existence on the
Effective Date), (ii) the maximum amount of contingent obligations relating to all leases described
in Section 6.18 of the Credit Agreement (not excluding such leases in existence on the Effective
Date) for any period of twelve months during the term of the Credit Agreement would be
approximately $12.0 million, which may have exceeded the 6.18 Limitation (the “6.18 Matter”), and
(iii) Borrower, the Consenting Lenders (as defined herein) and Administrative Agent desire to amend
the Credit Agreement to cause Section 6.18 to be interpreted consistently by all parties;




          WHEREAS, Borrower has requested that the Administrative Agent and the Lenders amend the Credit
Agreement to revise the language of Section 6.18 to more accurately reflect the mutual agreement,
intent and understanding of the parties;




          WHEREAS, Section 6.01(e)(ii) of the Credit Agreement permits one or more Foreign Subsidiaries
of the Borrower incorporated in the United Kingdom to incur Indebtedness not to exceed $16.5
million in the aggregate over the term of the Credit Agreement;




          WHEREAS, Borrower intends to enter into an additional lease of data center space located in
Massif, Kestral Way, Woking (the “Woking Incremental Datasite”);




          WHEREAS, Borrower seeks the ability to incur additional Indebtedness in connection therewith;




          WHEREAS, Borrower has requested that the Credit Agreement be amended to increase the Permitted
UK Datasite Buildout Indebtedness amount in the Credit Agreement from $16.5 million to $33.0
million to permit the incurrence of additional Indebtedness in connection with the Woking
Incremental Datasite;



 









 







          WHEREAS, pursuant to Section 10.02(b) of the Credit Agreement, the consent of the Required
Lenders is necessary to effect this Amendment;




          WHEREAS, the Administrative Agent and the Required Lenders party hereto (the “Consenting
Lenders”) have considered and are willing to agree to the amendments, but only upon the terms and
conditions set forth in this Amendment;




          WHEREAS, Borrower has requested that certain additional amendments to the Credit Agreement be
made as set forth below; and




          NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained,
the parties hereto hereby agree as follows:




ARTICLE I




CONSENTS




          SECTION
1.01 Consent. Subject to the conditions precedent set
forth in Article V of this
Amendment, the Consenting Lenders hereby consent to the execution by the Administrative Agent of
this Amendment.




ARTICLE II




AGREEMENT AND ACKNOWLEDGEMENT




          SECTION 2.01 Agreement and Acknowledgement. The parties hereby agree and acknowledge that as a
result of the mutual mistake and lack of agreement with respect to the meaning of Section 6.18, no
Default or Event of Default exists or existed with respect to the 6.18 Matter.




ARTICLE III




AMENDMENTS TO CREDIT AGREEMENT




          SECTION 3.01 Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows
(subject to the conditions precedent set forth in Article V of this Amendment):





     (a)
The definition of “Incremental Term Loan Maturity Date” in
Section 1.01 of the
Credit Agreement is amended by deleting “Section 2.18(a)” and replacing it with “Section 2.18(c)(iv)”.




     (b) The following new definition shall be added to Section 1.01 of the Credit
Agreement in alphabetical order:




     (i) ““Amendment No. 4 Effective Date” shall mean the date when each of the
conditions set forth in the Amendment and Consent Agreement No. 4, dated as of June
[   ], 2008, relating to the Credit Agreement shall have been satisfied.”




     (ii) ““Woking Incremental Datasite” shall have the meaning assigned to such
term in Section 6.01(e)(ii).”



2









 






     (c) The definition of “Applicable Margin” in Section 1.01 of the Credit Agreement is
amended to read in its entirety as follows:




     (i) ““Applicable Margin” shall mean, a percentage per annum equal to (A) for LIBOR
Loans, 5.00% and (B) for ABR Loans, 4.00%.”




     (d) The definition of “LIBOR Rate” in Section 1.01 of the Credit Agreement is
amended by adding the following after “a rate per annum”:




     “equal to the greater of (i) 3.15% and (ii) a rate per annum”.




     (e) Section 6.01(e) of the Credit Agreement is amended to read in its entirety as
follows:



               “(e) Indebtedness (i) in respect of Purchase Money Obligations and Capital Lease
Obligations, and refinancings or renewals thereof, in an aggregate amount not to exceed $8.0
million at any time outstanding and (ii) of one or more Foreign Subsidiaries incorporated in
the United Kingdom not to exceed $33,000,000 in the aggregate over the term of this Agreement
(“Permitted UK Datasite Buildout Indebtedness”); provided that, in the case of this clause (ii)
(I) not more than $16,500,000 of such Permitted UK Datasite Buildout Indebtedness may be in
respect of the Massif, Kestral Way, Woking datasite (the “Woking Incremental Datasite”) (and
the total leased area pursuant to the Woking Incremental Datasite lease(s) shall not exceed
10,000 square feet) and (II) the amount of Permitted UK Datasite Buildout Indebtedness
available under this clause (ii) shall be reduced by each repayment of Permitted UK Datasite
Buildout Indebtedness until such time as the outstanding amount of Permitted UK Datasite
Buildout Indebtedness shall not exceed $10,000,000.”




     (f)
Section 6.10(b) of the Credit Agreement is amended to read in its entirety as
follows:




          “(b) Minimum
Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge
Coverage Ratio, for any Test Period in effect during any period in the table set forth
below, to be less than the ratio set forth opposite such period in the table below:



	 	 	 
	 	 	Fixed Charge
	Test Period	 	Coverage Ratio
	July 31, 2007
	 	1.00 to 1.0
	October 31, 2007
	 	1.00 to 1.0
	January 31, 2008
	 	1.10 to 1.0
	April 30, 2008
	 	1.20 to 1.0
	July 31, 2008
	 	1.25 to 1.0
	October 31, 2008
	 	1.35 to 1.0
	January 31, 2009
	 	1.45 to 1.0
	April 30, 2009
	 	1.60 to 1.0
	July 31, 2009
	 	1.70 to 1.0






3









 






	 	 	 
	 	 	Fixed Charge
	Test Period	 	Coverage Ratio
	October 31, 2009
	 	1.90 to 1.0
	January 31, 2010
	 	2.10 to 1.0
	April 30, 2010
	 	2.35 to 1.0
	July 31, 2010
	 	2.60 to 1.0
	October 31, 2010
	 	2.80 to 1.0
	January 31, 2011
	 	3.00 to 1.0
	April 30, 2011
	 	3.30 to 1.0
	July 31, 2011
	 	3.50 to 1.0
	October 31, 2011
	 	3.50 to 1.0
	January 31, 2012
	 	3.50 to 1.0
	April 30, 2012
	 	3.50 to 1.0
	July 31, 2012
	 	3.50 to 1.0
	October 31, 2012
	 	3.50 to 1.0
	January 31, 2013
	 	3.50 to 1.0
	April 30, 2013 and the last day of each fiscal
quarter thereafter
	 	3.50 to 1.0







     (g) Section 6.18 of the Credit Agreement is amended to read in its entirety as follows:




     “SECTION 6.18 Lease Obligations. Create, incur, assume or suffer to exist any
obligations as lessee for the rental or hire of real or personal property of any
kind under leases or agreements to lease having an original term of one year or more
that would cause the direct and contingent liabilities of Borrower and its
Subsidiaries, on a consolidated basis, in respect of all such obligations to exceed
$20.0 million payable in any period of 12 consecutive months.”




     (h) Annex I of the Credit Agreement is deleted in its entirety



ARTICLE IV




REPRESENTATIONS AND WARRANTIES





     Borrower hereby represents, warrants and acknowledges the following:



          SECTION 4.01 Representations and Warranties. The representations and warranties of the Loan
Parties contained in Article III of the Credit Agreement are true and correct in all material
respects on and as of the date hereof as though made on and as of this date (other than
representations and



4









 






warranties which by their terms relate to an earlier date), except with
respect to the matters described herein.




          SECTION 4.02 No Default or Event of Default. Both immediately before and after giving effect
to this Amendment, no Default or Event of Default has occurred and is continuing, other than with
respect to the matters described herein.




          SECTION 4.03 Authorization; Enforceability. Each Loan Party has the power and authority to
execute, deliver and perform its obligations under this Amendment and has taken all necessary
corporate or other action to authorize the execution, delivery and performance by it of this
Amendment.




          SECTION 4.04 Execution. This Amendment has been duly executed and delivered by each Loan Party
and constitutes a legal, valid and binding obligation of such person, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other
laws affecting creditors’ rights generally and subject to general principles of equity, regardless
of whether considered in a proceeding in equity or at law.




          SECTION 4.05 No Conflicts. The execution, delivery and performance of this Amendment by each
Loan Party (i) will not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority, (ii) will not violate any Requirement of Law
applicable to such Loan Party and (iii) will not violate or result in a default under any indenture
or other material agreement or instrument binding upon such Loan Party or its assets, or give rise
to a right thereunder to require any payment to be made by such Loan Party or give rise to a right
of, or result in, termination, cancellation or acceleration of any material obligation thereunder.




ARTICLE V




CONDITIONS PRECEDENT TO EFFECTIVENESS




          The effectiveness of this Amendment is subject to the prior satisfaction of the following
conditions precedent:




          SECTION 5.01 Costs and Expenses. Borrower shall have paid all reasonable, documented
out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment and the documentation contemplated hereby, including the
reasonable fees and out-of-pocket expenses of Cahill Gordon &
Reindel llp, counsel for the
Administrative Agent with respect thereto.




          SECTION 5.02 Consent Fee. As consideration for the Administrative Agent’s and Consenting
Lenders’ execution and delivery of this Amendment, Borrower shall have paid to the Administrative
Agent in immediately available funds, for the ratable benefit of the Consenting Lenders, a consent
fee equal to 0.375% of the aggregate of the Term Loans and Revolving Commitments of such Consenting
Lender as of the Amendment No. 4 Effective Date (the “Consent Fee”). This Consent Fee shall be
deemed fully earned upon the execution and delivery of this Amendment by all parties hereto, and
shall be nonrefundable upon receipt by the Administrative Agent.




          SECTION 5.03 Execution by Loan Parties. Borrower shall have delivered to the Administrative
Agent (or its counsel) a copy of this Amendment manually executed and delivered by each Loan Party
(which may be transmitted by facsimile or by email).




5









 








          SECTION 5.04 Execution by Consenting Lenders and Agents. The Administrative Agent (or its
counsel) shall have received from each Consenting Lender and each of the other parties hereto a
counterpart of this Amendment executed on behalf of such party (which may be transmitted by
facsimile or by email).




ARTICLE VI




AFFIRMATION AND ACKNOWLEDGMENT




          SECTION 6.01 Acknowledgment and Affirmation. Each Loan Party hereby (i) expressly acknowledges
and affirms the terms of the Credit Agreement and the other Loan Documents, (ii) ratifies and
affirms after giving effect to this Amendment its obligations under the Loan Documents (including
guarantees and security agreements) executed by such Loan Party and (iii) after giving effect to
this Amendment, acknowledges, renews and extends its continued liability under all such Loan
Documents and agrees such Loan Documents remain in full force and effect.




          SECTION 6.02 Enforceability. Each Loan Party further confirms that each Loan Document to which
it is a party is and shall continue to be in full force and effect and the same are hereby ratified
and confirmed in all respects.




          SECTION 6.03 Course of Dealing. Each Loan Party hereby acknowledges and agrees that the
acceptance by the Administrative Agent, each Lender and each other Agent of this Amendment shall
not be construed in any manner to establish any course of dealing on any Agent’s or Lender’s part,
including the providing of any notice or the requesting of any acknowledgment not otherwise
expressly provided for in any Loan Document with respect to any future amendment, waiver,
supplement or other modification to any Loan Document or any arrangement contemplated by any Loan
Document.




ARTICLE VII




MISCELLANEOUS PROVISIONS




          SECTION 7.01 Effectiveness. This Amendment shall become effective as of the date
 (the “Amendment No. 4 Effective Date”) on which the Administrative Agent (or its counsel) shall have
received duly executed counterparts hereof that, when taken together, bear the signatures of the
Loan Parties and the Consenting Lenders.




          SECTION 7.02 Effect of Amendment. Except as expressly set forth herein, this Amendment shall
not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the
rights or remedies of the Lenders, the Administrative Agent or the Collateral Agent under the
Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of
which are ratified and affirmed in all respects and shall continue in full force and effect.
Nothing herein shall be deemed to entitle Borrower to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
This Amendment shall constitute a Loan
Document for all purposes of the Credit Agreement. On and after giving effect to this Amendment,
each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like
import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended by this Amendment. This Amendment and the other Loan Documents embody the entire agreement
between



6









 






the parties hereto and supersede all prior agreements and understandings, oral or written, if any,
relating to the subject matter hereof.




          SECTION 7.03 Headings. The various headings of this Amendment are inserted for convenience
only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof.




          SECTION 7.04 Execution in Counterparts. This Amendment may be executed by the parties hereto
in several counterparts, each of which shall be deemed to be an original and all of which shall
constitute together but one and the same agreement. Delivery of an executed counterpart by
facsimile or email shall be effective as delivery of a manually executed counterpart.




          SECTION 7.05 Cooperation; Other Documents. At all times following the execution of this
Amendment, each Loan Party shall execute and deliver to the Lenders and the Administrative Agent,
or shall cause to be executed and delivered to the Lenders and the Administrative Agent, and shall
do or cause to be done all such other acts and things as any of the Lenders and the Administrative
Agent may reasonably deem to be necessary or desirable to confirm their obligations under the Loan
Documents.




          SECTION 7.06 Governing Law; Jurisdiction; Consent to Service of Process. This Amendment shall
be construed in accordance with and governed by the law of the State of New York, without regard to
conflicts of law principles that would require the application of the laws of another jurisdiction.




          SECTION 7.07 Release. In further consideration of the Consenting Lenders’ execution of this
Amendment, each Loan Party hereby releases the Administrative Agent, the Collateral Agent and each
Lender and each of their respective affiliates, officers, employees, directors, agents and
attorneys (collectively, the “Releasees”) from any and all claims, demands, liabilities,
responsibilities, disputes, causes of action (whether at law or equity) and obligations of every
kind or nature whatsoever, whether liquidated or unliquidated, known or unknown, matured or
unmatured, fixed or contingent that any Loan Party may have against the Releasees which arise from
or in any way relate to the Credit Agreement, Obligations and/or Secured Obligations, any
Collateral, any Loan Document, any documents, agreements, dealings or other matters in connection
with or relating to any of the Loan Documents, and any third parties liable in whole or in part for
the Obligations or Secured Obligations, in each case to the extent arising (x) on or prior to the
date hereof or (y) out of, or relating to, actions, dealings or matters occurring on or prior to
the date hereof (including, without limitation, any actions or inactions which any of the Releasees
may have taken or omitted to take prior to the date hereof).




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





7











 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers hereunder duly authorized as of the date and year first above written.



	 	 	 	 	 
	 	NAVISITE, INC.

 	 
	 	By:  	/s/ Jim Pluntze
 	 
	 	 	Name:  	Jim Pluntze 	 
	 	 	Title:  	CFO 	 
	 




 









 








	 	 	 	 	 
	 	AVASTA, INC.

CLEARBLUE TECHNOLOGIES MANAGEMENT, INC.

CLEARBLUE TECHNOLOGIES/CHICAGO-WELLS, INC.

CLEARBLUE TECHNOLOGIES/LAS VEGAS, INC.

CLEARBLUE TECHNOLOGIES/LOS ANGELES, INC.

CLEARBLUE TECHNOLOGIES/OAK BROOK, INC.

CLEARBLUE TECHNOLOGIES/VIENNA, INC.

CLEARBLUE TECHNOLOGIES/DALLAS, INC.

CLEARBLUE TECHNOLOGIES/NEW YORK, INC.

CLEARBLUE TECHNOLOGIES/SAN FRANCISCO, INC.

CLEARBLUE TECHNOLOGIES/SANTA CLARA, INC.

CONXION CORPORATION

INTREPID ACQUISITION CORP.

LEXINGTON ACQUISITION CORP.

MANAGEDOPS.COM, INC.

SUREBRIDGE ACQUISITION CORP.

SUREBRIDGE SERVICES, INC.

AMERICA’S JOB EXCHANGE, INC. (FORMERLY

KNOWN AS NAVISITE ACQUISITION SUBSIDIARY, INC.)

JUPITER HOSTING, INC.

1100 TECHNOLOGIES, INC.

NAVI ACQUISITION CORP.

NETASPX, LLC

NETASPX ACQUISITION, INC.

NCS HOLDING COMPANY

NETWORK COMPUTING SERVICES, INC.

 	 
	 	By:  	/s/ Jim Pluntze
 	 
	 	 	Name:  	Jim Pluntze 	 
	 	 	Title:  	CFO 	 
	 




2









 





	 	 	 	 	 
	 	CANADIAN IMPERIAL BANK OF COMMERCE, 

Acting through its New York agency, 

as Administrative Agent

 	 
	 	By:  	/s/ E. Lindsay Gordon
 	 
	 	 	E. Lindsay Gordon 	 
	 	 	Canadian Imperial Bank of Commerce 

Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	CIBC INC       
             
                   

As a lender

 	 
	 	By:  	/s/ E. Lindsay Gordon
 	 
	 	 	E. Lindsay Gordon  	 
	 	 	Authorized Signatory

CIBC Inc. 	 
	 




 









 





	 	 	 	 	 
	 	CIFC FUNDING 2007-II, LTD. 

CIFC FUNDING 2007-III, LTD. 

CIFC FUNDING 2007-50, LTD., 

as a Lender

 	 
	 	By:  	/s/ Elizabeth Chow
 	 
	 	 	Name:  	Elizabeth Chow  	 
	 	 	Title:  	Head of Underwriting 	 
	 




 









 








	 	 	 	 	 
	 	[CIT Lending Services INC.], as a Lender

 	 
	 	By:  	/s/ Joseph Junda
 	 
	 	 	Name:  	Joseph Junda 	 
	 	 	Title:  	Vice President 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




4









 








	 	 	 	 	 
	 	Cratos CLO I LTD, as a Lender 

By: Cratos CDO Management, LLC 

As Attorney-in-fact



By: Cratos Capital Partners, LLC

Its Manager

 	 
	 	By:  	/s/ Phyliss Hasen
 	 
	 	 	Name:  	Phyliss Hasen 	 
	 	 	Title:  	Managing Director 	 
	 




 









 








	 	 	 	 	 
	 	[Emporia Preferred Funding III, LLC],

as
a Lender
By: Emporia Capital Management, LLC 

 	 
	 	By:  	/s/ STEVEN ALEXANDER
 	 
	 	 	Name:  	STEVEN ALEXANDER 	 
	 	 	Title:  	DIRECTOR 	 
	 	 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




4









 





	 	 	 	 	 
	 	Emporia Preferred Funding IV, LLC], as
a Lender
By: Emporia Capital Management, LLC

 	 
	 	By:  	/s/ STEVEN ALEXANDER
 	 
	 	 	Name:  	STEVEN ALEXANDER 	 
	 	 	Title:  	DIRECTOR 	 
	 	 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




4









 





	 	 	 	 	 
	 	Eton Park CLO Management 1,

as a Lender

 	 
	 	By:  	Eton Park Asset Management L.L.C as  collateral
 	 
	 	 	manager 	 
	 	 	 
	 	By:  	/s/ Terrence Aquino
 	 
	 	 	Name:  	Terrence Aquino 	 
	 	 	Title:  	Controller 	 
	 








4









 











	 	 	 	 	 
	 	Eton Park CLO Management 2, as 

a Lender

 	 
	 	By:  	Eton Park Asset Management L.L.C as collateral
 	 
	 	 	manager 	 
	 	 	 
	 	By:  	/s/ Terrence Aquino
 	 
	 	 	Name:  	Terrence Aquino  	 
	 	 	Title:  	Controller 	 
	 




4









 








	 	 	 	 	 
	 	FriedbergMilstein Private Capital Fund I

By: GSO Debt Funds Management LLC as Subadviser to

FriedbergMilstein LLC

 	 
	 	By:  	/s/ Lee M. Shaiman
 	 
	 	 	Name:  	Lee M. Shaiman 	 
	 	 	Title:  	Authorized Signatory 	 
	 




4









 








	 	 	 	 	 
	 	NAVIGATOR CDO 2006, LTD., as a Lender



By: GE Asset Management Inc., as Collateral Manager

 	 
	 	By:  	/s/ John Campos
 	 
	 	 	Name:  	John Campos  	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 








	 	 	 	 	 
	 	FOXE BASIN CLO 2003, LTD.

By: GSO Debt Funds Management LLC as 

Collateral Manager

 	 
	 	By:  	/s/ Lee M. Shaiman
 	 
	 	 	Name:  	Lee M. Shaiman 	 
	 	 	Title:  	Authorized Signatory 	 
	 




4









 








	 	 	 	 	 
	 	GALE FORCE 3 CLO, LTD.

By: GSO Debt Funds Management LLC as Collateral Manager

 	 
	 	By:  	/s/ Lee M. Shaiman
 	 
	 	 	Name:  	Lee M. Shaiman 	 
	 	 	Title:  	Authorized Signatory 	 
	 




4









 








	 	 	 	 	 
	 	Gale Force 4 CLO, Ltd.

By: GSO Debt Funds Management LLC as Collateral

       Manager

 	 
	 	By:  	/s/ Lee M. Shaiman
 	 
	 	 	Name:  	Lee M. Shaiman  	 
	 	 	Title:  	Authorized Signatory 	 
	 




4











 





	 	 	 	 	 
	 	HUDSON STRAITS CLO 2004, LTD.


By: GSO Debt Funds Management LLC as Collateral Manager

 	 
	 	By:  	/s/ Lee M. Shaiman
 	 
	 	 	Name:  	Lee M. Shaiman 	 
	 	 	Title:  	Authorized Signatory 	 



4









 






	 	 	 	 	 



	 	 	 	 	 
	 	Claymore/Guggenheim Strategic Opportunities Fund,

As Lender

 	 
	 	By:  	/s/ Gabriel J Kochmer
 	 
	 	 	Name:  	Gabriel J Kochmer 	 
	 	 	Title:  	Vice President, Guggenheim Partners Asset
Management, Inc as asset manager 	 



4









 






	 	 	 	 	 



	 	 	 	 	 
	 	COPPER RIVER CLO LTD., 
as a Lender



By: Guggenheim Investment Management, LLC.,

       as its Collateral Manager

 	 
	 	By:  	/s/ Michael Damaso
 	 
	 	 	Name:  	Michael Damaso 	 
	 	 	Title:  	Senior Managing Director 	 



4









 






	 	 	 	 	 



	 	 	 	 	 
	 	GREEN LANE CLO LTD., 
as a Lender



By: Guggenheim Investment Management, LLC.,

       as its Collateral Manager

 	 
	 	By:  	/s/
Michael Damaso
 	 
	 	 	Name:  	Michael Damaso 	 
	 	 	Title:  	Senior Managing Director 	 



4









 






	 	 	 	 	 



	 	 	 	 	 
	 	KENNECOTT FUNDING LTD., 
as a Lender




By: Guggenheim Investment Management, LLC.,

       as its Collateral Manager

 	 
	 	By:  	/s/ Michael Damaso
 	 
	 	 	Name:  	Michael Damaso 	 
	 	 	Title:  	Senior Managing Director 	 



4









 






	 	 	 	 	 



	 	 	 	 	 
	 	SANDS POINT FUNDING LTD., 
as a Lender



By: Guggenheim Investment Management, LLC.,

       as its Collateral Manager

 	 
	 	By:  	/s/ Michael Damaso
 	 
	 	 	Name:  	Michael Damaso 	 
	 	 	Title:  	Senior Managing Director 	 



4









 






	 	 	 	 	 



	 	 	 	 	 
	 	NEWSTAR WAREHOUSE FUNDING 2005 LLC, as a Lender



By: NewStar Financial Inc., its Manager

 	 
	 	By:  	/s/ Walter Marullo
 	 
	 	 	Name:  	Walter Marullo 	 
	 	 	Title:  	Managing Director 	 
	 
	 	NEWSTAR TRUST 2006-1, as a Lender




By: NewStar Financial Inc., its Manager

 	 
	 	By:  	/s/ Walter Marullo
 	 
	 	 	Name:  	Walter Marullo 	 
	 	 	Title:  	Managing Director 	 
	 
	 	NEWSTAR DB TERM FUNDING LLC, as a Lender



By: NewStar Financial Inc., its Manager

 	 
	 	By:  	/s/ Walter Marullo
 	 
	 	 	Name:  	Walter Marullo 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	[T2 Income Fund CLO I, LTD], as a Lender



By T2 Advisers, LLC

 	 
	 	By:  	/s/ Saul Rosenthal
 	 
	 	 	Name:  	Saul Rosenthal 	 
	 	 	Title:  	President 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



4









 






	 	 	 	 	 



	 	 	 	 	 
	 	[Telos c/o 2007-2, LTD], 
as a Lender



by Tricadia Loan Management

 	 
	 	By:  	/s/
John McCormick
 	 
	 	 	Name:  	John McCormick	 
	 	 	Title:  	Managing Director	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



4









 






	 	 	 	 	 



	 	 	 	 	 
	 	CoLTS 2005-2 LTD, as a Lender



By: Structured Asset Investors, LLC,

       as Collateral Manager

 	 
	 	By:  	/s/ Glenn F. Edwards
 	 
	 	 	Glenn F. Edwards 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CoLTS 2007-1 LTD, as a Lender



By: Structured Asset Investors, LLC,

       as Collateral Manager

 	 
	 	By:  	/s/ Glenn F. Edwards
 	 
	 	 	Glenn F. Edwards 	 
	 	 	Title:  	Managing Direetor 	 
	 



[Amendment and Consent Agreement No. 4]