Consent, Release, Waiver and Amendment to the Credit Agreement


 Exhibit 10.1 
  
 January 25, 2006 
  
 Hercules Offshore, Inc. 
 11 Greenway Plaza, Suite 2950 
 Houston, TX 77046 
  

	Re:	Consent, Release, Waiver and Amendment (“Amendment”) under the Hercules Offshore, LLC Credit Agreement dated June 29, 2005 (as amended, the “Credit
Agreement”) by and among Hercules Offshore, Inc., f/k/a Hercules Offshore, LLC (“Borrower”), Comerica Bank and such other financial institutions which are or may from time to time become parties to the Credit Agreement (the
“Lenders”), and Comerica Bank in its capacity as Administrative Agent for the Lenders (“Agent”). 

  
 Ladies and Gentlemen: 
  
 Reference is made to the Credit Agreement. Except as specifically defined to the contrary herein, capitalized terms used in this Amendment shall have the
meanings given them in the Credit Agreement. This Amendment shall not become effective unless and until countersigned by the Borrower and returned to the Agent. 
  

You have requested, in connection with your formation of Hercules International Holdings, Ltd., a Cayman Islands company one hundred percent
(100%) owned by the Borrower (“Cayman Holdings”) and Hercules International Asset Company, Ltd., a Cayman Islands company one hundred percent (100%) owned by Cayman Holdings (“Cayman Newco”), that the requisite Lenders
consent to: (i) the release of the First Naval Ship Mortgage dated as of December 30, 2005 by Cayman Newco in favor of Agent on Rig 16, a vessel duly documented under the laws and flag of the Republic of Panama with Patent of Navigation
No. 19979-PEXT-9 (“Rig 16 Mortgage”), (ii) the release of the First Naval Ship Mortgage dated as of December 30, 2005 by Cayman Newco in favor of Agent on Rig 31, a vessel duly documented under the laws and flag of the
Republic of Panama with Patent of Navigation No. 29392-PEXT-3 (“Rig 31 Mortgage”), (iii) the release and termination of that certain Guaranty and Pledge Agreement dated as of December 30, 2005 between Cayman Holdings and
Agent (“Holdings Pledge and Guaranty Agreement”), (iv) the release and termination of that certain Guaranty and Pledge Agreement dated as of December 30, 2005 between Cayman Newco and Agent (“Newco Pledge and Guaranty
Agreement”), (v) the release and termination of that certain Security Agreement dated December 30, 2005 between Cayman Newco and Agent (“Newco Security Agreement”), (vi) the release and termination of that certain
Security Agreement dated December 30, 2005 between Cayman Holdings and Agent (“Holdings Security Agreement”) (vii) the investment and advance by Borrower of Ten Million Dollars ($10,000,000) in cash to the capital of Cayman
Holdings in exchange for 999 shares of the equity of Cayman Holdings (the “Initial Investment”), (viii) the investment and indebtedness evidenced by that certain Promissory Note dated December 30, 2005 by Cayman Holdings in favor
of Borrower, in the original principal amount of Thirty-Two Million and 00/100 ($32,000,000) (the “Intercompany Loan”), (ix) the 









 
investment and advance by Borrower of up to Twenty Million Dollars ($20,000,000) in cash to Cayman Holdings and/or Cayman Newco, and any indebtedness
resulting therefrom (the “Future Investment” and, together with the Intercompany Loan and the Initial Investment, collectively, the “Cayman Investment”), (x) the release of thirty-five percent (35%) of the Equity
Interests of Cayman Holdings pledged by Borrower to Agent (the “Foreign Equity Release”), and (xi) the permanent waiver of certain requirements under Section 8.12 with respect to Cayman Holdings and Cayman Newco. 
  
 Based upon the approval of the requisite Lenders attached hereto the Agent
hereby: (i) consents to the Cayman Investment, (ii) releases and terminates the Rig 16 Mortgage, the Rig 31 Mortgage, the Holdings Security Agreement, Newco Security Agreement, Newco Pledge and Guaranty Agreement, and Holdings Pledge and
Guaranty Agreement (collectively, the “Releases”), (iii) consents to the Foreign Equity Release, and (iv) agrees to execute the Release of First Naval Mortgage on Rig 16 attached hereto as Exhibit A and the Release of First Naval
Mortgage on Rig 31 attached hereto as Exhibit B and such other documents and discharges as are necessary to effectuate the Releases and the Foreign Equity Release, if any, (the “Discharges”) concurrently with the execution of this
Amendment by the Borrower. 
  
 Furthermore, based on the approval
of the requisite Lenders attached hereto, the Agent hereby waives the delivery of documents and certain other requirements under Section 8.12 of the Credit Agreement, as follows (“Waivers”): 
  

	 	(a)	for all Foreign Subsidiaries, the Guaranty under Section 8.12(a)(i); provided, however, that such Foreign Subsidiary may, at its option, deliver a Guaranty, and provided
further that Investments, other than the Cayman Investment, in any Foreign Subsidiary under Section 9.05 of the Credit Agreement or otherwise shall not exceed $25,000,000 during the term of the Agreement 

  

	 	(b)	for all Foreign Subsidiaries whose Equity Interests are not held by the Borrower or a Domestic Subsidiary of the Borrower, the pledge of all of the Equity Interests of such Foreign
Subsidiary under Section 8.12(a)(ii), provided, however, that for all Foreign Subsidiaries whose Equity Interests are held by the Borrower or a Domestic Subsidiary of the Borrower, a pledge of sixty-five percent (65%) of the Equity
Interests of such Foreign Subsidiary (determined on the basis of the combined voting power of all classes of such Equity Interests entitled to vote) shall be required, and the existing Security Instruments shall be revised accordingly;


  

	 	(c)	for all Foreign Subsidiaries, the Security Agreement and financing statements under Section 8.12(a)(iii) and the requirements under Section 8.12(a)(iv); and


  

	 	(d)	for all Foreign Subsidiaries, the requirements under Section 8.12(b) of the Credit Agreement. 

  
 This Amendment shall become effective (according to the terms hereof) on the date (the “Effective Date”) that the
following conditions have been fully satisfied by the Borrower (the “Conditions”): 
  
 1. Agent shall have received via facsimile (followed by the prompt delivery of original signatures) counterpart originals of this Amendment, in each case duly executed and delivered by the Agent, the Borrower and the
requisite Lenders; 
  

 2 







 2. Borrower shall have paid to Agent all interest, fees and other amounts, if any, owed to the Agent and
the Lenders and accrued and then owing on or before the Effective Date; and 
  
 3. Borrower shall have endorsed, assigned and delivered the original promissory note(s) evidencing the Intercompany Loan to Agent. 
  
 The facsimile or other electronically transmitted copy of this letter is to be treated the same as an originally executed
copy of this letter. 
  
 This letter agreement may be executed in
counterparts, each of which shall be deemed to constitute an original document. 
  
 The Borrower ratifies and confirms, as of the date hereof after giving effect to this Amendment each of the representations and warranties set forth in Sections 7.1 through 7.22, inclusive, of the Credit Agreement.

  
 This Amendment is limited to the specific matters described
above and shall not be deemed to be a waiver, consent to or agreement to release any other matter, including without limitation any failure to comply with any provision of the Credit Agreement or any other Loan Document, or to apply to any other
financial covenant or any other reporting period, or to amend or alter in any respect the term and conditions of the Credit Agreement (including without limitation all conditions and requirements for Borrowings and all indemnification obligations of
the Borrower and as set forth in the Credit Agreement), the Notes or any of the other Loan Documents, or to constitute a waiver or release by the Lenders or the Agent of any right, remedy, Default or Event of Default under the Credit Agreement or
any other Loan Documents, except, in each case, as specifically set forth above. Nor shall this Amendment affect in any manner whatsoever any rights or remedies of the Lenders with respect to any other non-compliance by the Borrower or any
Subsidiary with the Credit Agreement or the other Loan Documents (including without limitation any non-disclosure), whether in the nature of a Default or an Event of Default, and whether now in existence or subsequently arising. 
  
 By signing and returning a counterpart of this letter to the Agent, the
Borrower acknowledges acceptance of the terms of this letter. This Amendment shall not become effective unless and until countersigned by the Borrower and returned to the Agent (via facsimile at (281) 565-3750 or electronic pdf file to
Mona_Foch@comerica.com; Attn: Mona Foch). 
  
 (Signatures appear on
the following pages) 
  

 3 








			
	 Very truly yours,

	
	 COMERICA BANK

		
	 By:
	 	/S/    MONA M.
FOCH        
	 	 	Mona M. Foch
	 Its:
	 	Senior Vice President - Texas Division


  

 4 








			
	 AGREED TO AND ACCEPTED BY:

	
	 Hercules Offshore, Inc.

		
	 By:
	 	/s/    STEVEN A. MANZ        
	 Its:
	 	CFO

  
 Dated: January 17, 2006 
  

 5 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 Comerica Bank

	 [Lender]

		
	 By:
	 	/S/    MONA M.
FOCH        
	 Name:
	 	Mona M. Foch
	 	 	Senior Vice President - Texas Division
		
	 Date:
	 	 
	 	 	 


  

 6 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 Citibank, N.A

	 [Lender]

		
	 By:
	 	/s/    DAVID GRABER        
	 Name:
	 	 
		
	 Date:
	 	 1/12/06



  

 7 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	LATITUDE CLO I
		
	By:	 	/s/    CHAUNCEY LUFKIN        
	 Name:
	 	 
		
	 Date:
	 	 1/10/06



  

 8 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	OLYMPIC CLO I
	 [Lender]

		
	By:	 	/S/    JOHN M.
CASPARIAN        
	 	 	John M. Casparian
	 	 	Chief Operating Officer
	 	 	Centre Pacific, Manager
		
	 Date:
	 	 January 9, 2006



  

 9 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	WHITNEY CLO I
	 [Lender]

		
	By:	 	/S/    JOHN M.
CASPARIAN        
	 	 	John M. Casparian
	 	 	Chief Operating Officer
	 	 	Centre Pacific, Manager
		
	 Date:
	 	 January 9, 2006



  

 10 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	SIERRA CLO I
	 [Lender]

		
	By:	 	/S/    JOHN M.
CASPARIAN        
	 	 	John M. Casparian
	 	 	Chief Operating Officer
	 	 	Centre Pacific, Manager
		
	 Date:
	 	 January 9, 2006



  

 11 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	GREYROCK CDO LTD.
	 [Lender]

		
	By:	 	/S/    ANGELA
BOZORGMIR        
	 Name:
	 	Angela Bozorgmir
		
	 Date:
	 	 January 12, 2006



  

 12 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 Amegy Bank National Association

	 [Lender]

		
	By:	 	/S/    C. ROSS
BARTLEY        
	 Name:
	 	C. Ross Bartley
		
	 Date:
	 	 January 10, 2006



  

 13 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 Hibernia National Bank

	 [Lender]

		
	By:	 	/s/    JOHN CASTELLANO        
	 Name:
	 	 
		
	 Date:
	 	 1/10/2006



  

 14 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 ORIX FINANCE CORP.

	 [Lender]

		
	By:	 	/s/    CHRISTOPHER L.
SMITH        
	 Name:
	 	Christopher L. Smith
	 	 	Authorized Representative
		
	 Date:
	 	 January 10, 2006



  

 15 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 Mt. Wilson CLO, Ltd.

	 [Lender]

		
	By:	 	/s/    TIMOTHY SETTEL        
	Name:	 	 
		
	Date:	 	 1/11/2006



  

 16 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 Western Asset Floating Rate High Income Fund LLC

	 [Lender]

		
	By:	 	/s/    TIMOTHY SETTEL        
	Name:	 	 
		
	Date:	 	 1/11/2006



  

 17 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 KKR Financial CLO 2005-1, Ltd.:

	 [Lender]

		
	By:	 	/s/    MICHELLE L. KEITH        
	Name:	 	Michelle L. Keith
		
	Date:	 	 January 11, 2006



  

 18 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 US Bank Loan Fund (M) Master Trust

	 [Lender]

		
	By:	 	/s/    WILLIAM G.
LEMBERG        
	Name:	 	William G. Lemberg
	 	 	Vice President
		
	Date:	 	 1/11/2006



  

 19 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 OWS CLO I Ltd.

	 [Lender]

		
	By:	 	/s/    WILLIAM G.
LEMBERG        
	Name:	 	William G. Lemberg
	 	 	Vice President
		
	Date:	 	 1/11/2006



  

 20 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 Atlas Loan Funding 2, LLC

	By:  Atlas Capital Funding, Ltd.
	By:  Structured Asset Investors, LLC
	Its Investment Manager
		
	By:	 	/s/    BRYAN P.
MCGRATH        
	Name:	 	Bryan P. McGrath
	 	 	Vice President
		
	Date:	 	 


  

 21 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 WB Loan Funding 4, LLC

		
	By:	 	/s/    DIANA M. HIMES        
	Name:	 	Diana M. Himes
	 	 	Associate
		
	Date:	 	 


  

 22 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	TORONTO DOMINION (NEW YORK) LLC
		
	By:	 	/s/    MASOOD FIKREE        
	Name:	 	Masood Fikree
		
	Date:	 	 January 12, 2006



  

 23 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 Vista Leveraged Income Fund

	 [Lender]

	
	By its investment advisor, MJX Asset Management, LLC.
		
	By:	 	/s/    KEN OSTMANN        
	Name:	 	Ken Ostmann
		
	Date:	 	 1/12/2006



  

 24 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	Venture V CDO Limited
	[Lender]
	
	By its investment advisor, MJX Asset Management, LLC.
		
	 By:
	 	/s/    KEN OSTMANN        
	 Name:
	 	Ken Ostmann
		
	 Date:
	 	 01/12/2006



  

 25 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	Venture IV CDO Limited
	[Lender]
	
	By its investment advisor, MJX Asset Management, LLC.
		
	 By:
	 	/s/    KEN OSTMANN        
	 Name:
	 	Ken Ostmann
		
	 Date:
	 	 01/12/2006



  

 26 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	Venture II CDO 2002 Limited
	[Lender]
	
	By its investment advisor, MJX Asset Management, LLC.
		
	 By:
	 	/s/    KEN OSTMANN        
	 Name:
	 	Ken Ostmann
		
	 Date:
	 	 01/12/2006



  

 27 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	Venture CDO 2002 Limited
	[Lender]
	
	By its investment advisor, MJX Asset Management, LLC.
		
	 By:
	 	/s/    KEN OSTMANN        
	 Name:
	 	Ken Ostmann
		
	 Date:
	 	 01/12/2006



  

 28 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	The CIT Group/Equipment Financing, Inc.
	[Lender]
		
	 By:
	 	/s/    WILLIAM E.
SARVER/AGENT        
	 Name:
	 	William E. Sarver
		
	 Date:
	 	 January 12, 2006



  

 29 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

					
	 Dresdner Bank AG, New York
 and Grand Cayman
Branches

	[Lender]
			
	 By:
	 	/s/    BRIAN SCHNEIDER        	 	/s/    DANIEL CONLON        
	 Name:
	 	Brian Schneider	 	Daniel Conlon
	 	 	Vice President	 	Director
			
	 Date:
	 	 1/12/2006
	 	 


  

 30 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	CANADIAN IMPERIAL BANK OF COMMERCE
		
	 By:
	 	/s/    JOHN O’DOWD        
	 Name:
	 	John O’Dowd
	 	 	Authorized Signatory:
		
	 By:
	 	/s/    SHIRA ASCHKENASY        
	 Name:
	 	Shira Aschkenasy
	 	 	Authorized Signatory:
		
	 Date:
	 	 1/12/2006



  

 31 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	RIVIERA FUNDING LLC
		
	 By:
	 	/s/    M. CRISTINA
HIGGINS        
	 Name:
	 	M. Cristina Higgins
		
	 Date:
	 	 January 12, 2006



  

 32 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	PPM SPYGLASS FUNDING TRUST
		
	 By:
	 	/s/    M. CRISTINA
HIGGINS        
	 Name:
	 	M. Cristina Higgins
		
	 Date:
	 	 January 12, 2006



  

 33 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	PPM SHADOW CREEK FUNDING LLC
		
	 By:
	 	/s/    M. CRISTINA
HIGGINS        
	 Name:
	 	M. Cristina Higgins
		
	 Date:
	 	 January 12, 2006



  

 34 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	PPM MONARCH BAY FUNDING LLC
		
	 By:
	 	/s/    M. CRISTINA
HIGGINS        
	 Name:
	 	M. Cristina Higgins
		
	 Date:
	 	 January 12, 2006



  

 35 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 Ares X CLO Ltd.

		
	By:	 	 Ares CLO Management X, L.P.,

	 	 	 Investment Manager

		
	By:	 	 Ares CLO GP X, LLC,

	 	 	 Its General Partner



  

			
		
	By:	 	/s/    SETH J. BRUFSKY        
	 Name:
	 	Seth J. Brufsky
	 Title:
	 	Vice President
		
	 Date:
	 	 1/12/05



  

 36 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 Ares IX CLO Ltd.

		
	By:	 	 Ares CLO Management IX, L.P.,

	 	 	 Investment Manager

		
	By:	 	 Ares CLO GP IX, LLC,

	 	 	 Its General Partner



  

			
		
	By:	 	/s/    SETH J. BRUFSKY        
	 Name:
	 	Seth J. Brufsky
	 Title:
	 	Vice President
		
	 Date:
	 	 1/12/05



  

 37 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 Ares V CLO Ltd.

		
	By:	 	 Ares CLO Management V, L.P.,

	 	 	 Investment Manager

		
	By:	 	 Ares CLO GP V, LLC,

	 	 	 Its Managing Member



  

			
		
	By:	 	/s/    SETH J. BRUFSKY        
	 Name:
	 	Seth J. Brufsky
	 Title:
	 	Vice President
		
	 Date:
	 	 1/12/05



  

 38 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 Ares IV CLO Ltd.

		
	By:	 	 Ares CLO Management IV, L.P.,

	 	 	 Investment Manager

		
	By:	 	 Ares CLO GP IV, LLC,

	 	 	 Its Managing Member



  

			
		
	By:	 	/s/    SETH J. BRUFSKY        
	 Name:
	 	Seth J. Brufsky
	 Title:
	 	Vice President
		
	 Date:
	 	 1/12/05



  

 39 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 ARES ENHANCED LOAN INVESTMENT
 STRATEGY II, LTD.

		
	By:	 	 Ares Enhanced Loan Management II, L.P.,

	 	 	 Investment Manager

		
	By:	 	 Ares Enhanced Loan GP II, LLC

	 	 	 Its General Partner



  

			
		
	By:	 	/s/    SETH J. BRUFSKY        
	 Name:
	 	Seth J. Brufsky
	 Title:
	 	Vice President
		
	 Date:
	 	 1/12/05



  

 40 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 ARES ENHANCED LOAN INVESTMENT
 STRATEGY , LTD.

		
	By:	 	 Ares Enhanced Loan Management , L.P.,

	 	 	 Investment Manager

		
	By:	 	 Ares Enhanced Loan GP , LLC

	 	 	 Its General Partner

		
	By:	 	/s/    SETH J. BRUFSKY        
	 Name:
	 	Seth J. Brufsky
	 Title:
	 	Vice President
		
	 Date:
	 	 1/12/05



  

 41 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	
	 Cambria Institutional Loan Fund

	 [Lender]

		
	By:	 	/s/    OLIVIER A.
TABOURET        
	 Name:
	 	Olivier A. Tabouret
		
	 Date:
	 	 1-12-06



  

 42 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	
	Halcyon Structured Asset Management CLO I, Ltd
	 [Lender]



  

			
		
	By:	 	/s/    MATTHEW MASSIER        
	 Name:
	 	Matthew Massier
	 	 	As Attorney in Fact
		
	 Date:
	 	 1-6-06



  

 43 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 Katonah VII CLO Ltd.

	 [Lender]

		
	By:	 	/s/    DANIEL GILLIGAN        
	 Name:
	 	DANIEL GILLIGAN
	 	 	Authorized Officer
	 	 	Katonah Debt Advisors, L.L.C. As Manager
		
	 Date:
	 	 12 Jan 2006



  

 44 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 Oppenheimer Senior Floating Rate Fund

	 [Lender]

		
	By:	 	/s/    LISA ONAIREE        
	 Name:
	 	Lisa Onairee
	 	 	AVP
		
	 Date:
	 	 1/12/06



  

 45 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

	
	 LFC2 Loan Funding LLC, for itself or as
 agent for LFC2 CFPI Loan Funding LLC.

	 [Lender]



  

			
		
	By:	 	/s/    MIKUS N. KINS        
	 Name:
	 	Mikus N. Kins
	 	 	Attorney-in-fact
		
	 Date:
	 	 __________________________



  

 46 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 Kennecott Funding Ltd.

	 [Lender]

		
	By:	 	/s/    KAITLIN TRINH        
	 Name:
	 	Kaitlin Trinh
	 	 	Director
		
	 Date:
	 	 ____________________



  

 47 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 GREEN LANE CLO LTD.

	 [Lender]

		
	By:	 	/s/    KAITLIN TRINH        
	 Name:
	 	Kaitlin Trinh
	 	 	Director
		
	 Date:
	 	 ____________________



  

 48 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 UBS AG, Stamford Branch

	 [Lender]

		
	 By:
	 	/s/    IRJA R. OTSA        
	 Name:
	 	Irja R. Otsa
	 	 	 Associate Director
 Banking Products Service, US

		
	 Date:
	 	 1-12-05

		
	 By:
	 	/s/    RICHARD L.
TARROW        
	 	 	Richard L. Tarrow
	 	 	 Director
 Banking Products Service, US

		
	 Date:
	 	 1-12-05



  

 49 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 Halcyon Structured Opportunities Fund, L.P.

	 By:
	 	 Halcyon Structured Asset Management L.P.
 Its Investment Manager

		
	By:	 	/s/    JAMES PASQUARELLI        
	 	 	James Pasquarelli
	 	 	Chief Financial Officer
		
	 Date:
	 	 1/12/06



  

 50 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 Citigroup Financial Products Inc.
 [Lender]

		
	 By:
	 	/s/    JASON TRALA        
	 Name:
	 	Jason Trala
	 	 	AUTHORISED SIGNATORY
		
	 Date:
	 	 1/12/06



  

 51 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	TRS CALLISTO LLC
		
	By:	 	/s/    ALICE L. WAGNER        
	 Name:
	 	Alice L. Wagner
	 	 	Vice President
		
	 Date:
	 	 1/24/06



  

 52 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 Citicorp North America, Inc.

	 [Lender]

		
	By:	 	/s/    DAVID E. GRABER        
	 Name:
	 	David E. Graber
	 	 	Attorney-In-Fact
		
	 Date:
	 	 01/12/06



  

 53 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 Stanfield Modena CLO, Ltd

	 By:
	 	 Stanfield Capital Partners, LLC
 as its Asset Manager

	 	 	 [Lender]

		
	By:	 	/s/    STEPHEN M.
ALFIERI        
	 Name:
	 	Stephen M. Alfieri
	 	 	Managing Partner
		
	 Date:
	 	 ______________________



  

 54 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 Stanfield Arbitrage CDO, Ltd.

	 By:
	 	 Stanfield Capital Partners LLC
 as its Collateral Manager

	 	 	 [Lender]

		
	By:	 	/s/    STEPHEN M.
ALFIERI        
	 Name:
	 	Stephen M. Alfieri
	 	 	Managing Partner
		
	 Date:
	 	 ______________________



  

 55 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 Stanfield Vantage CLO, Ltd

	 By:
	 	 Stanfield Capital Partners, LLC
 as its Asset Manager

	 	 	 [Lender]

		
	By:	 	/s/    STEPHEN M.
ALFIERI        
	 Name:
	 	Stephen M. Alfieri
	 	 	Managing Partner
		
	 Date:
	 	 ______________________



  

 56 







 AUTHORIZATION OF AMENDMENT 
  
 The undersigned Lender hereby consents to the Investment, Intercompany Loan, the Releases and the Waivers and amendments as
specified above and authorizes the Agent to issue the foregoing Amendment and to execute and deliver the Discharges, subject to the foregoing terms and conditions. 
  

			
	 Stanfield Quattro CLO, Ltd.

	 By:
	 	 Stanfield Capital Partners LLC
 As its Collateral Manager

	 	 	 [Lender]

		
	By:	 	/s/    STEPHEN M.
ALFIERI        
	 Name:
	 	Stephen M. Alfieri
	 	 	Managing Partner
		
	 Date:
	 	 ______________________



  

 57