Exhibit
10.5


 


EXECUTION COPY


 


FIRST
AMENDMENT TO THE $450 MILLION TERM LOAN FACILITY CREDIT AGREEMENT


 


This FIRST AMENDMENT TO
THE $450 MILLION TERM LOAN FACILITY CREDIT AGREEMENT (this “First Amendment”)
is made and dated as of the 20th day of July, 2006, by and among THE MACERICH
PARTNERSHIP, L.P., a limited partnership organized under the laws of the state
of Delaware (“Macerich Partnership”), AS BORROWER; THE MACERICH COMPANY,
a Maryland corporation (“MAC”); MACERICH WRLP II CORP., a Delaware
corporation (“Macerich WRLP II Corp.”); MACERICH WRLP II LP, a
Delaware limited partnership (“Macerich WRLP II LP”); MACERICH WRLP
CORP., a Delaware corporation (“Macerich WRLP Corp.”); MACERICH WRLP
LLC, a Delaware limited liability company (“Macerich WRLP LLC”); MACERICH
TWC II CORP., a Delaware corporation (“Macerich TWC Corp.”); MACERICH
TWC II LLC, a Delaware limited liability company (“Macerich TWC LLC”);
MACERICH WALLEYE LLC, a Delaware limited liability company (“Macerich
Walleye LLC”); IMI WALLEYE LLC, a Delaware limited liability company (“IMI
Walleye LLC”); and WALLEYE RETAIL INVESTMENTS LLC, a Delaware limited
liability company (“Walleye Investments LLC”), AS GUARANTORS; THE
LENDERS FROM TIME TO TIME PARTY HERETO (collectively and severally, the “Lenders”);
and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as
administrative agent for the Lenders (in such capacity, the “Administrative
Agent” or “DBTCA”) and as
collateral agent for the Benefited Creditors.


 


RECITALS


 


A.            Pursuant
to that certain Credit Agreement, dated as of April 25, 2005, as amended or
otherwise modified to date (the “Credit Agreement”), by and among the
Borrower, MAC, the lenders from time to time party thereto (the “Existing
Lenders”), and the Administrative Agent, the Existing Lenders have made a
term loan to the Borrower in the principal amount of $450,000,000. Initially
capitalized terms used herein and not otherwise defined have the respective
meanings given to such terms in the Credit Agreement.


 


B.            The
Borrower has requested that certain modifications to the Credit Agreement as
more fully set forth herein.


 


C.            The
Lenders party hereto and the Borrower have agreed to amend the Credit Agreement
and DBTCA has agreed to act as administrative agent on behalf of the Lenders
and as collateral agent on behalf of the Benefited Creditors on the terms and
subject to the conditions set forth herein and in the other Loan Documents.


 


NOW, THEREFORE, in
consideration of the foregoing Recitals and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:


 


1

















 


AGREEMENT


 


1.             (I)  Amendment to Annex I of the Loan Agreement.
Effective as of the date hereof, Annex I of the Loan Agreement is hereby
amended as follows:


 


(a)           The
definition of “Disposition Promissory Note” is hereby deleted in its
entirety.


 


(b)           The
definition of “Distribution” is hereby amended in its entirety to read
as follows:


 


“Distribution”
shall mean with respect to MAC, Macerich Partnership or, prior to the Wilmorite
Release Date, MACWH: (i) any distribution of cash or Cash Equivalent, directly
or indirectly, to the partners or holders of Capital Stock of such Persons, or
any other distribution on or in respect of any partnership, company or equity
interests of such Persons; and (ii) the declaration or payment of any dividend
on or in respect of any shares of any class of Capital Stock of such Persons,
other than: (1) dividends payable solely in shares of common stock by MAC; or
(2) the purchase, redemption, exchange, or other retirement of any shares of
any class of Capital Stock of such Persons, directly or indirectly through a
Subsidiary of MAC or otherwise, (A) to the extent such purchase, redemption,
exchange, or other retirement occurs in exchange for the issuance of Capital
Stock of MAC or Macerich Partnership or (B) with respect to MACWH, to the
extent such purchase, redemption, or other retirement occurs in exchange for
the issuance of Capital Stock of MACWH, MAC or Macerich Partnership in
accordance with the provisions of the MACWH Partnership Agreement.


 


(c)           The
definition of “Existing Revolving Credit Agreement” is hereby amended in
its entirety to read as follows:


 


“Existing Revolving
Credit Agreement” shall mean that certain Credit Agreement evidencing the
Existing Revolving Credit Facility, amended and restated as of April 25, 2005,
and as Modified concurrently herewith, by
and among the Borrower, as borrower, MAC and the other guarantors signatory
thereto, the lenders signatory thereto and DBTCA, as administrative agent and
collateral agent.


 


(d)           The
definition of “Existing Revolving Credit Facility” is hereby amended in
its entirety to read as follows:


 


“Existing Revolving Credit
Facility” shall mean that certain credit facility evidenced by the Existing
Revolving Credit Agreement, which provides for the funding of certain revolving
loans and the 


 


2

















 


issuance of letters of
credit to, and on behalf of, Macerich Partnership in the aggregate committed
amount of, as of the date hereof, $1,500,000,000 at any one time outstanding.


 


(e)           The
definition of “Fixed Charges” is hereby amended in its entirety to read
as follows:


 


“Fixed Charges”
shall mean, for any period, solely with respect to the Consolidated Entities,
the sum of the amounts for such period of (i) scheduled payments of principal
of Indebtedness of the Consolidated Entities (other than any Bullet Payment,
including any Bullet Payment under the Interim Loan or Term Loan), (ii) the
Consolidated Entities’ pro rata
share of scheduled payments of principal of Indebtedness of Joint Ventures
(other than any Bullet Payment) that does not otherwise constitute Indebtedness
of and is not otherwise recourse to the Consolidated Entities or their assets,
(iii) Interest Expense, (iv) payments of dividends in respect of Disqualified
Capital Stock; and (v) to the extent not otherwise included in Interest
Expense, dividends and other distributions paid during such period by the
Borrower or MAC with respect to preferred stock or preferred operating units
(excluding distributions on convertible preferred units of MACWH in accordance
with the MACWH Partnership Agreement). For purposes of clauses (ii) and (v),
the Consolidated Entities’ pro rata
share of payments by any Joint Venture shall be deemed equal to the product of
(a) the payments made by such Joint Venture, multiplied
by (b) the percentage of the total outstanding Capital Stock of such
Person held by any Consolidated Entity, expressed as a decimal.


 


(f)            The
definition of “Gross Asset Value” is hereby amended in its entirety to
read as follows:


 


“Gross Asset Value”
shall mean, at any time, solely with respect to the Consolidated Entities, the
sum of (without duplication):


 


(i) for Retail Properties
that are Wholly-Owned the sum of, for each such property, (a) such property’s
Property NOI for the Measuring Period, divided
by (b) (1) 6.75% (expressed as a decimal), in the case of regional
Retail Properties or (2) 8.25% (expressed as a decimal) in the case of Retail
Properties that are not regional Retail Properties; plus


 


(ii) for Retail
Properties that are not Wholly-Owned, the sum of, for each such property, (a)
the Gross Asset Value of each such Retail Property at such time, as calculated
pursuant to the 


 


3

















 


foregoing clause (i), multiplied by (b) the percentage of the
total outstanding Capital Stock held by Consolidated Entities in the owner of
the subject Retail Property, expressed as a decimal; provided, notwithstanding
anything to the contrary in this definition, so long as 100% of the
Indebtedness and other liabilities of the owner of the Broadway Plaza Property
reflected in the financial statements of such owner or disclosed in the notes
thereto (to the extent the same would constitute a Contingent Obligation) is
counted in the calculation of Total Liabilities pursuant to subsection (ii) of
the definition of “Total Liabilities”, the Broadway Plaza Property, and the
cash and Cash Equivalents and “Other GAV Assets” (as defined below) with
respect thereto, shall be deemed to be Wholly-Owned and the Gross Asset Value
with respect to the Broadway Plaza Property shall be calculated in accordance with
clause (i) of this definition; plus


 


(iii) all cash and Cash
Equivalents (other than, in either case, Restricted Cash) held by the
Consolidated Entity at such time, and, in the case of cash and Cash Equivalents
not Wholly-Owned, multiplied by a
percentage (expressed as a decimal) equal to the percentage of the total
outstanding Capital Stock held by the Consolidated Entity holding title to such
cash and Cash Equivalents; plus


 


(iv) all Mortgage Loans
acquired for the purpose of acquiring the underlying real property, valued by
the book value of each such Mortgage Loan when measured; plus


 


(v)(a) 100% of the Book
Value of Construction-in-Process with respect to Retail Properties Under
Construction that are Wholly-Owned and (b) the product of (1) 100% of the Book
Value of Construction-in-Process with respect to Retail Properties Under
Construction that are not Wholly-Owned multiplied
by (2) a percentage (expressed as a decimal) equal to the percentage
of the total outstanding Capital Stock held by the Consolidated Entity holding
title to such Retail Properties Under Construction; plus


 


(vi) to the extent not
otherwise included in the foregoing clauses, (a) the Book Value of tenant
receivables, deferred charges and other assets with respect to Real Properties
that are Wholly-Owned and (b) the product of (1) the Book Value of tenant
receivables, deferred charges and other assets with respect to Real Properties
that are not Wholly-Owned multiplied by
(2) a percentage (expressed as a decimal) equal to the percentage of the total
outstanding Capital Stock held by a Consolidated Entity holding title to such
Real Property (collectively, “Other GAV Assets”), provided that the aggregate value of Other
GAV Assets shall not 


 


4

















 


exceed five percent (5%)
of the aggregate Gross Asset Value of all the assets of the Consolidated
Entities;


 


(vii) the Book Value of
land and other Properties not constituting Retail Properties; plus


 


(viii) the Book Value of
the Investment in Northpark Mall.


 


provided,
however, that (A)(i) the determination of Gross Asset Value
for any period shall not include any Retail Property (or any Property NOI
relating to any Retail Property) that has been sold or otherwise disposed of at
any time prior to or during such period; (ii) any Retail Property (whether
acquired before or after the Closing Date) and shall be valued at Book Value
for 18 months after acquisition thereof; (B) upon the sale, conveyance, or
transfer of all of a Real Property to a Person other than a Macerich Entity,
the Gross Asset Value with respect to such Real Property shall no longer be
considered; and (C) the determination of the NOI for any Retail Property Under
Construction which is no longer classified as “construction-in-process” under
GAAP shall be calculated using an adjusted Measuring Period determined by
annualizing the most recent fiscal quarter until such Retail Property Under
Construction has achieved Stabilization.


 


(g)           The
definition of “Intangible Assets” is hereby deleted in its entirety.


 


(h)           The
definition of “Lakewood Center Property” is hereby deleted in its
entirety.


 


(i)            The
definition of “Net Worth” is hereby amended in its entirety to read as
follows:


 


 “Net Worth” means, at any date, the sum
of (i) the aggregate Gross Asset Value; minus (2) the Total Liabilities.


 


(j)            The
definition of “Permitted WHLP Cash Distribution” is hereby amended in
its entirety to read as follows:


 


“Permitted MACWH Cash Distribution” shall have the
meaning given such term in Section 8.4(4) of the Credit Agreement.


 


(k)           The
definition of “Rochester Distribution” is hereby amended in its entirety
to read as follows:


 


“Rochester
Distribution” shall mean the distribution by MACWH of all of the membership interests in Rochester Malls LLC to



 


5

















 


limited partners of MACWH
in accordance with Sections 8.7 or 8.8 of the MACWH Partnership
Agreement.


 


(l)            The
definition of “Tangible Net Worth” is hereby deleted in its entirety.


 


(m)          The
definition of “Westcor Assets” is hereby deleted in its entirety.


 


(n)           The
definition of “WHLP” is hereby deleted in its entirety.


 


(o)           The
definition of “WHLP Partnership Agreement” is hereby deleted in its
entirety.


 


(p)           The
definition of “Wilmorite Acquisition” is hereby amended in its entirety
to read as follows:


 


“Wilmorite Acquisition”
shall mean that certain acquisition by MAC and the Borrower of Wilmorite
Properties, Inc., MACWH and their subsidiaries pursuant to the Wilmorite Merger
Agreement.


 


(q)           The
definition of “Wilmorite Assets” is hereby deleted in its entirety.


 


(r)            The
definition of “Wilmorite Merger Agreement” is hereby amended in its
entirety to read as follows:


 


“Wilmorite Merger
Agreement” shall mean an Agreement and Plan of Merger, dated as of December
22, 2004, among MAC, the Borrower, MACW, Inc., Wilmorite Properties, Inc. and
MACWH.


 


(s)           The
definition of “Wilmorite Principal Entity” is hereby amended in its
entirety to read as follows:


 


“Wilmorite Principal
Entity” shall mean MACWH.


 


(II)           The
following definitions of “MACWH” and “MACWH Partnership Agreement” are hereby added to Annex I of the
Credit Agreement in the appropriate alphabetical order:


 


(a)           “MACWH”
shall mean MACWH, L.P., a Delaware limited partnership.


 


(b)           “MACWH
Partnership Agreement” shall mean the 2005 Amended and Restated Agreement
of Limited Partnership of MACWH, between MACWH and the Borrower.


 


6

















 


(III)         Amendment
to Section 7.1(1) of the Loan Agreement. Effective as of the date hereof, Section
7.1(1) of the Loan Agreement is hereby amended by deleting
“PricewaterhouseCoopers” and replacing the same with “Deloitte & Touche.”


 


(IV)         Amendment
to Section 8.4(4) of the Loan Agreement. Effective as of the date hereof,
Section 8.4(4) of the Loan Agreement is hereby amended in its entirety to read
as follows:


 


“(4)         Prior
to the Wilmorite Release Date, any Disposition by any Wilmorite Guarantor of
any of the Capital Stock of the Wilmorite Principal Entity; provided that (i)
MACWH may consummate the Rochester Distribution in accordance with the
provisions of the MACWH Partnership Agreement, and (ii) so long as no Potential
Default or Event of Default shall have occurred and be continuing, MACWH may
make cash distributions in accordance with Article 8 of the MACWH Partnership
Agreement, provided that the Borrower Parties would be in compliance with the
covenants in Section 8.12, calculated as of the last day of the most
recent fiscal quarter for which financial statements have been delivered
pursuant to Section 7.1(1) or 7.1(2) and on a pro forma basis as
if such cash distribution had occurred, and any Indebtedness incurred in
connection therewith had been incurred, on the last day of such fiscal quarter
(any distribution under this clause (ii), a “Permitted MACWH Cash
Distribution”); and”


 


(V)           Amendment
to Section 8.11(2) of the Loan Agreement. Effective as of the date hereof,
Section 8.11(2) of the Loan Agreement is hereby amended in its entirety to read
as follows:


 


“(2)         Prior
to the Wilmorite Release Date, MACWH shall not make Distributions in any Fiscal
Year other than distributions of Available Cash (as defined in the MACWH
Partnership Agreement) under and in accordance with the provisions of the MACWH
Partnership Agreement except for (i) the Rochester Distribution and (ii) any
Permitted MACWH Cash Distribution.”


 


(VI)         Amendment
to Section 8.12(1) of the Loan Agreement. Effective as of the date hereof,
Section 8.12(1) of the Loan Agreement is hereby amended in its entirety to read
as follows:


 


“(1)         Minimum Net Worth. As
of the last day of any Fiscal Quarter, Net Worth shall not be less than
$4,000,000,000.”


 


2.             Amendment
Effective. This First Amendment will be effective when:


 


(a)           this
First Amendment has been duly executed and delivered by Borrower, the
Administrative Agent, the Collateral Agent and the Lenders; and


 


7

















 


(b)           the
Borrower has paid the reasonable fees and expenses of the Administrative Agent
in connection with this First Amendment.


 


3.             Covenants,
Representations and Warranties of the Borrower.


 


(a)           The
Borrower and each other Borrower Party (by its execution of the Consent and
Agreement), reaffirm all terms, covenants, representations and warranties
(except to the extent such representations and warranties pertain solely to an
earlier date as set forth in the Loan Documents) that they made in the Loan
Documents, as Modified by this First Amendment.


 


(b)           The
Borrower represents and warrants to the Lenders, the Administrative Agent and
the Collateral Agent that (i) The Borrower has the legal power and
authority to enter into this First Amendment without consent or approval by any
third party and (ii) this First Amendment constitutes the legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms, except, in each case, as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors’ rights generally or by equitable principles affecting
enforceability.


 


(c)           The
Borrower represents and warrants to the Lenders, the Administrative Agent and
the Collateral Agent that, as of the date hereof, (i) no Default or Event of
Default has occurred and is continuing; (ii) no Default or Event of Default
will occur as a result of the execution, delivery and performance by the
Borrower of this Amendment; (iii) the Borrower has not given any notice of any
uncured Default under the Credit Agreement; and (iv) there are no legal
proceedings commenced or threatened by any Borrower Party against the Lenders,
the Administrative Agent or the Collateral Agent.


 


(d)           The
Borrower confirms and acknowledges that, as of the date hereof, neither it nor
any other Borrower Party has any offsets, defenses, claims, counterclaims,
setoffs, or other basis for reduction with respect to any of the obligations.


 


4.             Effect
Upon Loan Documents.


 


(a)           Except
as specifically set forth in this First Amendment, the Loan Documents shall
remain in full force and effect and are hereby ratified and confirmed.


 


(b)           The
parties hereto specifically acknowledge and agree that the Credit Agreement, as
hereby amended, is in full force and effect in accordance with its terms and
has not been Modified, except pursuant to this First Amendment.


 


(c)           All
references to the “Credit Agreement” in the Credit Agreement and any other Loan
Document shall mean and refer to the Credit Agreement, as Modified hereby.


 


(d)           This
First Amendment shall be a Loan Document for all purposes under the Credit
Agreement.


 


8

















 


(e)           Except
to the extent expressly set forth herein, the execution, delivery and
effectiveness of this First Amendment shall not operate as a waiver of any
right, power or remedy of any Lender, the Administrative Agent or the
Collateral Agent under the Loan Documents, or any other document, instrument or
agreement executed and/or delivered in connection therewith.


 


5.             Governing
Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT
AGENTS AND LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.


 


6.             Counterparts.
This First Amendment may be executed by one or more of the parties to this
First Amendment in any number of separate counterparts, each of which, when so
executed, shall be deemed an original, and all of such counterparts taken
together shall be deemed to constitute but one and the same instrument.


 


[Signatures Begin on Next Page]


 


9

















 


IN WITNESS WHEREOF, the
parties hereto have caused this First Amendment to the $450 Million Term Loan
Facility Credit Agreement to be executed as of the day and year first above
written.


 


	
  BORROWER:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE MACERICH
  PARTNERSHIP, L.P.,

  	
   

  
	
   

  	
  a Delaware limited
  partnership

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  The Macerich Company,

  
	
   

  	
   

  	
  a Maryland corporation,

  
	
   

  	
   

  	
  Its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/ Richard A. Bayer

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President,

  
	
   

  	
   

  	
   

  	
   

  	
  Chief Legal Officer

  
	
   

  	
   

  	
   

  	
   

  	
  & Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
  GUARANTORS:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE MACERICH COMPANY,

  
	
   

  	
  a Maryland corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  Richard A. Bayer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President,

  
	
   

  	
   

  	
   

  	
  Chief Legal Officer

  
	
   

  	
   

  	
   

  	
  & Secretary

  
	
   

  	
   

  	
   

  	
   

  
																



 

















 


	
   

  	
  MACERICH TWC II CORP.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Richard A. Bayer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, 

  Chief Legal Officer

  & Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MACERICH TWC II LLC,

  
	
   

  	
  a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The Macerich Partnership,
  L.P.,

  
	
   

  	
   

  	
  a Delaware limited
  partnership,

  
	
   

  	
   

  	
  Its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  The Macerich Company,

  
	
   

  	
   

  	
   

  	
  a Maryland corporation,

  
	
   

  	
   

  	
   

  	
  Its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
     /s/
  Richard A. Bayer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, 

  Chief Legal Officer

  & Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MACERICH WRLP CORP.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Richard A. Bayer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, 

  Chief Legal Officer

  & Secretary

  
																



 

















 


	
   

  	
  MACERICH WRLP, LLC,

  
	
   

  	
  a Delaware limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  The Macerich
  Partnership, L.P.,

  
	
   

  	
   

  	
  a Delaware limited
  partnership,

  
	
   

  	
   

  	
  Its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  The Macerich Company,

  
	
   

  	
   

  	
   

  	
  a Maryland corporation,

  
	
   

  	
   

  	
   

  	
  Its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
     /s/
  Richard A. Bayer

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, 

  Chief Legal Officer

  & Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MACERICH WRLP II CORP.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Richard A. Bayer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, 

  Chief Legal Officer

  & Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MACERICH WRLP II, LP,

  
	
   

  	
  a Delaware limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Macerich WRLP II Corp.,

  
	
   

  	
   

  	
  a Delaware corporation,

  
	
   

  	
   

  	
  Its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Richard A. Bayer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, 

  Chief Legal Officer

  & Secretary

  
									



 

















 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MACERICH WALLEYE LLC,

  
	
   

  	
  a Delaware limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  The Macerich
  Partnership, L.P.,

  
	
   

  	
   

  	
  a Delaware limited
  partnership,

  
	
   

  	
   

  	
  Its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  The Macerich Company,

  
	
   

  	
   

  	
   

  	
  a Maryland corporation,

  
	
   

  	
   

  	
   

  	
  Its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Richard A. Bayer

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, 

  Chief Legal Officer

  and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IMI WALLEYE LLC,

  
	
   

  	
  a Delaware limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  The Macerich
  Partnership, L.P.,

  
	
   

  	
   

  	
  a Delaware limited
  partnership,

  
	
   

  	
   

  	
  Its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  The Macerich Company,

  
	
   

  	
   

  	
   

  	
  a Maryland corporation,

  
	
   

  	
   

  	
   

  	
  Its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
    /s/ Richard
  A. Bayer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President, 

  Chief Legal Officer

  and Secretary

  
								



 

















 


 


	
   

  	
  WALLEYE RETAIL
  INVESTMENTS LLC,

  
	
   

  	
  a Delaware limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Macerich Walleye LLC,

  
	
   

  	
   

  	
  a Delaware limited
  liability company,

  
	
   

  	
   

  	
  Its managing member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  The Macerich
  Partnership, L.P.,

  
	
   

  	
   

  	
   

  	
  a Delaware limited
  partnership,

  
	
   

  	
   

  	
   

  	
  Its sole member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  The Macerich Company,

  
	
   

  	
   

  	
   

  	
   

  	
  a Maryland corporation,

  
	
   

  	
   

  	
   

  	
   

  	
  Its general partner

  
	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
     /s/
  Richard A. Bayer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Richard A. Bayer

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice 

  President, 

  Chief Legal Officer

  and Secretary

  
									



 

















 


 


	
  LENDERS AND AGENTS:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY AMERICAS, as 

  Administrative Agent and a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ James Rolison

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James Rolison

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  s/s Linda Wang

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Linda Wang

  
	
   

  	
   

  	
  Title:

  	
  Director

  
						



 

















 


	
   

  	
  [LENDER]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Derrick
  Lynch

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Derrick Lynch

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Investment Advisor to

  
	
   

  	
  AIB Debt Management,
  Limited

  
					



 

















 


	
   

  	
  Blue Square Funding
  Limited Series J

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DB Services New Jersey,
  Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Deidre
  Whorton

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Deidre Whorton

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Jay
  Hopkins

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jay Hopkins

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 

















 


	
   

  	
  CALYON

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  John
  A. Wain

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John A. Wain

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Daniel
  J. Reddy

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Daniel J. Reddy

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 

















 


	
   

  	
  COMERICA BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  James
  Graycheck

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James Graycheck

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 

















 


	
   

  	
  COMMERZBANK, AG, NEW
  YORK BRANCH, 

  as Co-Syndication Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
  SUP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 

















 


	
   

  	
  DEKABANK DEUTSCHE
  GIROZENTRALE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Burkhard
  Mau

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Burkhard Mau

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Carsten
  Gotsch

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Carsten Gotsch

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 

















 


	
   

  	
  SENIOR DEBT PORTFOLIO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Boston Management and
  Research

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Michael
  B. Bottnof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Bottnof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 

















 


	
   

  	
  EATON VANCE SENIOR
  FLOATING RATE TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Eaton Vance Management

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Michael
  B. Bottnof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Bottnof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 

















 


	
   

  	
  TOLLI & CO.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Eaton Vance Management

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Michael
  B. Bottnof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Bottnof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 

















 


	
   

  	
  EATON VANCE FLOATING
  RATE INCOME TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Eaton Vance Management

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Michael
  B. Bottnof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Bottnof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 

















 


	
   

  	
  GRAYSON & CO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Boston Management and
  Research

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Michael
  B. Bottnof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Bottnof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 

















 


	
   

  	
  EATON VANCE
  INSTITUTIONAL SENIOR LOAN FUND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Eaton Vance Management

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Michael
  B. Bottnof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Bottnof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 

















 


	
   

  	
  EATON VANCE

  
	
   

  	
  LIMITED DURATION INCOME
  FUND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Eaton Vance Management

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Michael
  B. Bottnof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Bottnof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 

















 


	
   

  	
  EATON VANCE SHORT
  DURATION

  DIVERSIFIED INCOME FUND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Eaton Vance Management

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Michael
  B. Bottnof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Bottnof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 

















 


	
   

  	
  EATON VANCE SENIOR
  INCOME TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Eaton Vance Management

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Michael
  B. Bottnof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Bottnof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 

















 


	
   

  	
  Emigrant Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  David
  J. Feingold

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David J. Feingold

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					



 

















 


	
   

  	
  ERSTE BANK, a Republic
  of Austria Corporation as Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Gregory
  Aptman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory Aptman

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  John
  Fay

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John Fay

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 

















 


	
   

  	
  SECURITY BENEFIT LIFE
  COMPANY,

  
	
   

  	
  as Lender

  	
   

  
	
   

  	
  By:

  	
  Four Corners Capital
  Management LLC,

  
	
   

  	
   

  	
  As Sub-Adviser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Vijay
  Srinivasan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Vijay Srinivasan, CFA

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECURITY INCOME
  FUND-INCOME 

  OPPORTUNITY SERIES,

  
	
   

  	
  as Lender

  	
   

  
	
   

  	
  By:

  	
  Four Corners Capital
  Management LLC,

  
	
   

  	
   

  	
  As Sub-Adviser

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Vijay
  Srinivasan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Vijay Srinivasan, CFA

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FIRST TRUST/FOUR CORNER
  SENIOR 

  FLOATING RATE INCOME FUND,

  
	
   

  	
  as Lender

  	
   

  
	
   

  	
  By:

  	
  Four Corners Capital
  Management LLC,

  
	
   

  	
   

  	
  As Sub-Adviser

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Vijay
  Srinivasan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Vijay Srinivasan, CFA

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FIRST TRUST/FOUR CORNER
  SENIOR 

  FLOATING RATE INCOME FUND B,

  
	
   

  	
  as Lender

  	
   

  
	
   

  	
  By:

  	
  Four Corners Capital
  Management LLC,

  
	
   

  	
   

  	
  As Sub-Adviser

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Vijay
  Srinivasan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Vijay Srinivasan, CFA

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 

















 


	
   

  	
  FORTESS PORTFOLIO
  TRUST, as Lender

  
	
   

  	
  By:

  	
  Four Corners Capital
  Management LLC,

  
	
   

  	
   

  	
  As Sub-Adviser

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Vijay
  Srinivasan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Vijay Srinivasan, CFA

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 

















 


	
   

  	
  FRANKLIN FLOATING RATE
  DAILY ACCESS 

  FUND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Richard
  Hsu

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard Hsu

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


10

















 


	
   

  	
  Franklin CLO
  I, Limited

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  David
  Ardini

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David Ardini

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  FRANKLIN
  STRATEGIC INCOME FUND 

  (CANADA)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Richard
  Hsu

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard Hsu

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  FRANKLIN
  STRATEGIC SERIES-FRANKLIN STRATEGIC INCOME FUND

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Richard
  Hsu

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard Hsu

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  FRANKLIN
  TEMPLETON VARIABLE

  INSURANCE PRODUCTS TRUST-FRANKLIN 

  STRATEGIC INCOME SECURITIES FUND

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Richard
  Hsu

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard Hsu

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  ELF Funding
  Trust I

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Highland
  Capital Management, L.P.,

  
	
   

  	
   

  	
  As
  Collateral Manager

  
	
   

  	
  By:

  	
  Strand
  Advisors, Inc.,

  
	
   

  	
  Its General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Chad
  Schramek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Chad
  Schramek

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Treasurer

  
	
   

  	
   

  	
  Strand
  Advisors, Inc., General Partner of 

  Highland Capital Management, L.P.

  
						



 

















 


	
   

  	
  Jasper CLO,
  Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Highland
  Capital Management, L.P.,

  
	
   

  	
   

  	
  As
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Strand
  Advisors, Inc.,

  
	
   

  	
   

  	
  Its General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Chad
  Schramek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Chad
  Schramek

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Treasurer

  
	
   

  	
   

  	
  Strand
  Advisors, Inc., General Partner of Highland Capital Management, L.P.

  
						



 

















 


	
   

  	
  HFT Real
  Estate CDO 2006-1, Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Highland
  Capital Management, L.P.,

  
	
   

  	
   

  	
  As
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Strand
  Advisors, Inc.,

  
	
   

  	
   

  	
  Its General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Chad
  Schramek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Chad
  Schramek

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Treasurer

  
	
   

  	
   

  	
  Strand
  Advisors, Inc., General Partner of 

  Highland Capital Management, L.P.

  
					



 

















 


	
   

  	
  Loan Funding
  VII LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Highland
  Capital Management, L.P.,

  
	
   

  	
   

  	
  As
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Strand
  Advisors, Inc.,

  
	
   

  	
   

  	
  Its General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Chad
  Schramek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Chad
  Schramek

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Treasurer

  
	
   

  	
   

  	
  Strand
  Advisors, Inc., General Partner of

  Highland Capital Management, L.P.

  
					



 

















 


	
   

  	
  Highland
  Legacy Limited

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Highland
  Capital Management, L.P.,

  
	
   

  	
   

  	
  As
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Strand
  Advisors, Inc.,

  
	
   

  	
   

  	
  Its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Chad
  Schramek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Chad
  Schramek

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Treasurer

  
	
   

  	
   

  	
  Strand
  Advisors, Inc., General Partner of 

  Highland Capital Management, L.P.

  
					



 

















 


	
   

  	
  Southfork
  CLO, Ltd.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Highland
  Capital Management, L.P.,

  
	
   

  	
   

  	
  As
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Strand
  Advisors, Inc.,

  
	
   

  	
   

  	
  Its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Chad
  Schramek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Chad
  Schramek

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Treasurer

  
	
   

  	
   

  	
  Strand
  Advisors, Inc., General Partner of 

  Highland Capital Management, L.P.

  
					



 

















 


	
   

  	
  Loan Funding
  IV LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Highland
  Capital Management, L.P.,

  
	
   

  	
   

  	
  As
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Strand
  Advisors, Inc.,

  
	
   

  	
   

  	
  Its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Chad
  Schramek

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Chad
  Schramek

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Treasurer

  
	
   

  	
   

  	
  Strand
  Advisors, Inc., General Partner of 

  Highland Capital Management, L.P.

  
					



 

















 


	
   

  	
  Oligra 43

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Wendy
  Cheung

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Wendy Cheung

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
					



 

















 


	
   

  	
  ING Real Estate Finance (USA) LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Christopher
  S. Godlewski

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christopher
  S. Godlewski

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  KEYBANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Jane
  E. McGrath

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jane E.
  McGrath

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  LightPoint
  CLO 2004-1, Ltd.

  
	
   

  	
  LightPoint
  CLO IV, Ltd.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Colin
  Donlan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Colin Donlan

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 

















 


	
   

  	
  OLYMPIC CLO
  I

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  John
  M. Casparian

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John M.
  Casparian

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Operating Officer,

  
	
   

  	
   

  	
   

  	
  (Manager)

  
	
   

  	
   

  	
   

  	
  Centre
  Pacific, LLC

  
					



 

















 


	
   

  	
  Centurion
  CDO 8, Limited

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  RiverSource
  Investments, LLC 

  as Collateral Manager

  
	
   

  
	
   

  	
  By:

  	
    /s/  Robin
  C. Stancil

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robin C.
  Stancil

  
	
   

  	
   

  	
  Title:

  	
  Supervisor -
  Fixed Income

  
							



 

















 


	
   

  	
  Centurion
  CDO II, Ltd.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  RiverSource
  Investments, LLC

  
	
   

  	
   

  	
  as
  Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Robin
  C. Stancil

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robin C.
  Stancil

  
	
   

  	
   

  	
  Title:

  	
  Supervisor -
  Fixed Income

  
					



 

















 


	
   

  	
  Centurion
  CDO 9, Ltd.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  RiverSource
  Investments, LLC

  
	
   

  	
   

  	
  as
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Robin
  C. Stancil

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robin C.
  Stancil

  
	
   

  	
   

  	
  Title:

  	
  Supervisor -
  Fixed Income

  
					



 

















 


	
   

  	
  Centurion
  CDO VII, Ltd.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  RiverSource
  Investments, LLC

  
	
   

  	
   

  	
  as
  Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Robin
  C. Stancil

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robin C.
  Stancil

  
	
   

  	
   

  	
  Title:

  	
  Supervisor -
  Fixed Income

  
					



 

















 


	
   

  	
  Union Bank
  of California, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Kathleen
  S. Crandell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kathleen S.
  Crandell

  
	
   

  	
   

  	
  Title:

  	
  SVP &
  Regional Manager

  
					



 

















 


	
   

  	
  U.S. Bank
  National Association

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Wayne
  Choi

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Wayne Choi

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  
					



 

















 


	
   

  	
  VAN KAMPEN

  
	
   

  	
  SENIOR
  INCOME TRUST

  
	
   

  
	
   

  	
  By:

  	
  Van Kampen
  Asset Management

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Robert
  P. Drobny

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert P.
  Drobny

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  VAN KAMPEN

  
	
   

  	
  SENIOR LOAN
  FUND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Van Kampen
  Asset Management

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Robert
  P. Drobny

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert P.
  Drobny

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  [LENDER]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Bryan
  Stevens

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bryan
  Stevens

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  JPMorgan
  Chase Bank, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Marc
  E. Costantino

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Marc E.
  Costantino

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 

















 


	
   

  	
  Trumbull
  THC2 Loan Funding LLC,

  
	
   

  	
  for itself
  or as agent for Trumbull THC2 CFPI Loan 

  Funding LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Beata
  Konopko

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Beata
  Konopko

  
	
   

  	
   

  	
  Title:

  	
  As
  attorney-in-fact

  
					



 

















 


	
   

  	
  Bushnell
  CBNA Loan Funding LLC,

  
	
   

  	
  for itself
  or as agent for Bushnell CFPI Loan 

  Funding LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Beata
  Konopko

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Beata
  Konopko

  
	
   

  	
   

  	
  Title:

  	
  As
  attorney-in-fact

  
					



 

















 


	
   

  	
  Stedman CBNA
  Loan Funding LLC,

  
	
   

  	
  for itself
  or as agent for Stedman CFPI Loan 

  Funding LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Roy
  Hykal

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Roy Hykal

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
					



 

















 


	
   

  	
  Attentus
  CDOI, LTD

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Attentus
  Management Group, LLC

  
	
   

  	
   

  	
  Its
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Steve
  Stein

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Steve Stein

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
					



 

















 


	
   

  	
  AWE, LTD

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Attentus
  Management Group, LLC

  
	
   

  	
   

  	
  as Portfolio
  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Steve
  Stein

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Steve Stein

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
					



 

















 


	
   

  	
  SIERRA CLO I

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  John
  M. Casparian

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John M.
  Casparian

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Operating Officer,

  
	
   

  	
   

  	
   

  	
  (Manager)

  
	
   

  	
   

  	
   

  	
  Centre
  Pacific, LLC

  
					



 

















 


	
   

  	
  WHITNEY CLO
  I

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  John
  M. Casparian

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John M.
  Casparian

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Operating Officer,

  
	
   

  	
   

  	
   

  	
  (Manager)

  
	
   

  	
   

  	
   

  	
  Centre
  Pacific, LLC

  
					



 

















 


	
   

  	
  Granite
  Ventures III Ltd.

  
	
   

  	
  Stone Tower
  Debt Advisors LLC,

  
	
   

  	
  as its
  Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Michael
  W. Delpercio

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael W.
  Delpercio

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
					



 

















 


	
   

  	
  Granite
  Ventures II Ltd.

  
	
   

  	
  Stone Tower
  Debt Advisors LLC,

  
	
   

  	
  as its
  Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Michael
  W. Delpercio

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael W.
  Delpercio

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
					



 

















 


	
   

  	
  Granite
  Ventures I Ltd.

  
	
   

  	
  Stone Tower
  Debt Advisors LLC,

  
	
   

  	
  as its
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Michael
  W. Delpercio

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael W.
  Delpercio

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
					



 

















 


	
   

  	
  Stone Tower
  CLO V Ltd.

  
	
   

  	
  Stone Tower
  Debt Advisors LLC,

  
	
   

  	
  as its
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Michael
  W. Delpercio

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael W.
  Delpercio

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
					



 

















 


	
   

  	
  Stone Tower
  CLO IV Ltd.

  
	
   

  	
  Stone Tower
  Debt Advisors LLC,

  
	
   

  	
  as its
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Michael
  W. Delpercio

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael W.
  Delpercio

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
					



 

















 


	
   

  	
  Stone Tower
  Credit Funding I Ltd.

  
	
   

  	
  Stone Tower
  Debt Advisors LLC,

  
	
   

  	
  as its
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Michael
  W. Delpercio

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael W.
  Delpercio

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
					



 

















 


	
   

  	
  Stone Tower
  CLO III Ltd.

  
	
   

  	
  Stone Tower
  Debt Advisors LLC,

  
	
   

  	
  as its
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Michael
  W. Delpercio

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael W.
  Delpercio

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
					



 

















 


	
   

  	
  NYLIM
  Flatiron CLO 2005-1 Ltd.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  New York
  Life Investment Management 

  LLC, as Collateral Manager

  
	
   

  	
   

  	
  Attorney-In-Fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  F.
  Berthelot

  	
   

  
	
   

  	
   

  	
  Name:

  	
  F. Berthelot

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 


 


	
   

  	
  NYLIM
  Institutional Floating Rate Fund L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  New York
  Life Investment Management 

  LLC, as Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  F.
  Berthelot

  	
   

  
	
   

  	
   

  	
  Name:

  	
  F. Berthelot

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MainStay                  Manager
  Fund, a series of

  Eclipse Funds Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  New York
  Life Investment Management LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  F.
  Berthelot

  	
   

  
	
   

  	
   

  	
  Name:

  	
  F. Berthelot

  
	
   

  	
   

  	
  Title:

  	
  Director

  
						



 

















 


	
   

  	
  MainStay
  Floating Rate Fund, a series of Eclipse Funds, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  New York
  Life Investment Management LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  F.
  Berthelot

  	
   

  
	
   

  	
   

  	
  Name:

  	
  F. Berthelot

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MainStay VP
  Floating Rate Portfolio, a series of

  MainStay VP Series Funds, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  New York
  Life Investment Management LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  F.
  Berthelot

  	
   

  
	
   

  	
   

  	
  Name:

  	
  F. Berthelot

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  New York
  Life Insurance Company

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  F.
  Berthelot

  	
   

  
	
   

  	
   

  	
  Name:

  	
  F. Berthelot

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  New York
  Life Insurance and Annuity Corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  New York
  Life Investment Management 

  LLC, Its Investment Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  F.
  Berthelot

  	
   

  
	
   

  	
   

  	
  Name:

  	
  F. Berthelot

  
	
   

  	
   

  	
  Title:

  	
  Director