exv10w3



 





Exhibit 10.3




EXECUTION COPY





     AMENDMENT NO. 1 dated as of February 28, 2007 (this
“Amendment”), to the Credit Agreement dated as of June 22, 2006 (the
“Credit Agreement”), among ALON USA ENERGY, INC., a Delaware corporation
(the “Company”), the lenders party thereto (the “Existing Lenders”) and
CREDIT SUISSE, a bank organized under the laws of Switzerland, acting
through its Cayman Islands branch, as administrative agent and collateral
agent (the “Administrative Agent”).



          A. Pursuant to the Credit Agreement, the Existing Lenders have extended credit to the
Borrower.




          B. The Company has informed the Administrative Agent that Paramount Petroleum Corporation, a
Delaware corporation and a wholly owned subsidiary of the Company (“Paramount”), intends to amend
and restate its Amended and Restated Credit Agreement dated as of July 26, 2005, among Paramount,
the lenders party thereto, Bank of America, N.A., as administrative agent, and certain other
parties thereto (as heretofore amended, the “BofA Credit Agreement”). The amendment and
restatement of the BofA Credit Agreement is being referred to herein as the “BofA Facility
Refinancing”, and the resulting amended and restated BofA Credit Agreement is being referred to
herein as the “New BofA Credit Agreement”.




          C. The Company has further informed the Administrative Agent that, in connection with the BofA
Facility Refinancing, (a) the Specified Subsidiaries (as defined below) will be released from their
obligations (including their obligations as guarantors, grantors and pledgors) under or with
respect to the Amended Revolving Credit Agreement dated as of June 22, 2006, among the Company,
Alon USA, LP, certain other subsidiaries of the Company, the lenders party thereto, Israel Discount
Bank of New York, as administrative agent, and certain other parties thereto (as heretofore
amended, the “IDB Credit Agreement”), and (b) the Specified Subsidiaries will become guarantors,
grantors and pledgors with respect to obligations under the New BofA Credit Agreement. The
transactions set forth in this paragraph are being referred to herein as the “Specified
Subsidiaries Transactions”.




          D. The Company has further informed the Administrative Agent that lenders to be party to the
New BofA Credit Agreement have agreed to amend the Bank of America Intercreditor Agreement to
eliminate provisions set forth therein whereby certain liens securing obligations under the Credit
Agreement cease to be first priority liens, and become second priority liens, in respect of certain
liens securing obligations under the BofA Credit Agreement upon the Administrative Agent, or
Lenders, recovering $60,000,000 or more in respect of such liens (the elimination of such
provisions being referred to herein as the “Priority Cap Release”).




          E. In connection with the foregoing, the Company has requested certain amendments to the
Credit Agreement.










 



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          F. The Existing Lenders party hereto are willing to consent to such requested amendments upon
the terms and conditions set forth herein.




          G. Capitalized terms used but not defined herein have the meanings assigned thereto in the
Credit Agreement.




          Accordingly, in consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties
hereto agree as follows:




          SECTION 1. Amendments to the Credit Agreement. (a) Section 1.01 of the Credit Agreement is
hereby amended as follows:





     (i) The definition of the term “Paramount Guarantee and Collateral Condition” is
hereby deleted in its entirety.




     (ii) The following definitions are hereby amended and restated in their entirety as
follows:




     ”Bank of America Agreement” shall mean the Second Amended and Restated Credit
Agreement dated as of February 28, 2007, by and among Paramount, certain of the
other obligors hereunder, Bank of America, N.A., as agent, and the lenders party
thereto.




     ”Bank of America Intercreditor Agreement” shall mean the Intercreditor
Agreement dated as of August 4, 2006, between Bank of America, N.A. and Credit
Suisse, acting through its Cayman Islands Branch, as the same may be amended,
restated or otherwise modified in accordance with Section 2 of the First Amendment.




     (iii) The following definition is hereby added in appropriate alphabetical order:




     ”First Amendment” shall mean Amendment No. 1 to this Agreement, dated as of
February 28, 2007, among the Borrower, the Agent and the Lenders party thereto.




     ”Specified Subsidiaries” shall mean Alon Asphalt Bakersfield, Inc., a Delaware
corporation, Edgington Oil Company, LLC, a Delaware limited liability company,
Paramount of Oregon, LLC, a Delaware limited liability company, and Paramount of
Washington, LLC, a Delaware limited liability company.




          (b) Section 6.01(b)(2) of the Credit Agreement is hereby amended to replace
the reference therein to “$455,000,000” with a reference to “$540,000,000”.









 



3



          (c) Section 6.10 of the Credit Agreement is hereby amended and restated in
its entirety as follows:




     “SECTION 6.10. Impairment of Security Interest. The Borrower shall not, and
the Borrower shall not permit any of its Restricted Subsidiaries to, take or
knowingly or negligently omit to take, any action which action or omission might or
would have the result of materially impairing the security interest with respect to
the Collateral for the benefit of the Administrative Agent and the Lenders.”




          (d) Section 6.11 of the Credit Agreement is hereby amended to add at the
end thereof the following:




“The Borrower shall not permit (a) any of the Specified Subsidiaries, to be
obligated, directly or indirectly, under the IDB Credit Agreement or any other Loan
Document (as defined in the IDB Credit Agreement), whether as a guarantor, grantor,
pledgor or otherwise, or (b) any of the assets or properties of the Specified
Subsidiaries to be subject to Liens securing any obligations under the IDB Credit
Agreement or any such other Loan Document.”




          (e) Sections 6.01(e), 6.13 and 9.19 of the Credit Agreement are each hereby
amended and restated in its entirety to read “[Reserved.]”.




          (f) Section 9.10 of the Credit Agreement is hereby amended to add at the
end thereof the following:




“Notwithstanding anything to the contrary set forth in the Guarantee and Collateral
Agreement, Section 7.19 of the Guarantee and Collateral Agreement shall have no
force and effect and shall be deemed to have been deleted from the Guarantee and
Collateral Agreement.”



          SECTION 2. Bank of America Intercreditor Agreement. The Administrative Agent is hereby
authorized and instructed to enter into such amendments of the Bank of America Intercreditor
Agreement as the Administrative Agent determines are appropriate in connection with the Priority
Cap Release, the Specified Subsidiaries Transactions and the BofA Facility Refinancing, and each
Lender will be bound by the Bank of America Intercreditor Agreement as so amended. The Bank of
America Intercreditor Agreement as so amended (which amendment may be documented by means of a
restatement thereof) is referred to herein as the “Amended Bank of America Intercreditor
Agreement”.




          SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into
this Amendment, the Company represents and warrants to the Administrative Agent and the Lenders
that, as of the Amendment Effective Date:










 



4





     (a) The execution, delivery and performance by the Company of this Amendment has been
duly authorized by all requisite corporate actions; that this Amendment has been duly
executed and delivered by the Company; and that this Amendment and the Credit Agreement, as
amended by this Amendment, constitute legal, valid and binding obligations of the Company,
enforceable against it in accordance with its terms (subject to the applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting creditors’ rights
generally and subject, as to enforceability, to equitable principles of general application
(regardless of whether enforcement is sought in a proceeding in equity or at law)).




     (b) The representations and warranties set forth in Article III of the Credit
Agreement and in each Loan Document are true and correct in all material respects on and as
of the Amendment Effective Date with the same effect as though made on and as of such date,
except to the extent such representations and warranties expressly relates to an earlier
date.




     (c) The Company and each other Loan Party are in compliance in all material respects
with all the terms and provisions set forth in the Credit Agreement and the other Loan
Documents on its part to be observed or performed on or prior to the Amendment Effective
Date, and on and as of the Amendment Effective Date, after giving effect to the terms of
this Amendment, no Event of Default or Default has occurred and is continuing.




     (d) None of the Specified Subsidiaries are obligated, directly or indirectly, under
the IDB Credit Agreement or any other Loan Document (as defined in the IDB Credit
Agreement), whether as guarantor, grantor, pledgor or otherwise, and, subject only to the
filing of the UCC termination statements referred to in Section 4(d) below, none of the
assets or properties of the Specified Subsidiaries are subject to any Liens securing any
obligations under the IDB Credit Agreement or any such other Loan Document.



          SECTION 4. Conditions Precedent; Effectiveness. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent:





     (a) The Administrative Agent shall have executed a counterpart of this Amendment and
shall have received counterparts of this Amendment executed on behalf of the Company and
the Existing Lenders representing the Required Lenders.




     (b) The Administrative Agent shall have received a certificate, dated the Amendment
Effective Date and signed by a Responsible Officer of the Company, confirming, as of the
Amendment Effective Date, the accuracy of the representations set forth in Section 3
hereof.




     (c) The Administrative Agent shall have received a copy of the Amended Bank of America
Intercreditor Agreement, executed by each of the parties thereto,









 



5



and copies, certified by a Financial Officer, of the New Bank of America Credit
Agreement and all guarantee and security documentation related to the New Bank of America
Credit Agreement, all as in effect on the Amendment Effective Date.




     (d) The Administrative Agent shall have received evidence reasonably satisfactory to
it that all Liens on the assets and properties of the Specified Subsidiaries securing
obligations under the IDB Credit Agreement or any other Loan Document (as defined in the
IDB Credit Agreement) have been released, and copies of properly completed UCC terminations
statements terminating each of the UCC financing statements previously filed by the WC
Collateral Agent (as defined in the IDB Credit Agreement) with respect to assets and
properties of the Specified Subsidiaries.




     (e) The Administrative Agent shall have received evidence reasonably satisfactory to
it that the Specified Subsidiaries have ceased to be party to the IDB Credit Agreement, the
other Loan Documents (as defined in the IDB Credit Agreement) and the IDB Intercreditor
Agreement.



          This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on
which each of the foregoing conditions precedent shall have been satisfied.




          SECTION 5. Effect of Amendment. (a) Except as expressly set forth herein, this Amendment
shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect
the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agent under the
Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and
shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party
to a consent to, or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit Agreement or any other
Loan Document in similar or different circumstances.





          (a) On and after the Amendment Effective Date, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like
import, and each reference to the Credit Agreement in any other Loan Document
shall be deemed to be a reference to the Credit Agreement as amended hereby.
This Amendment shall constitute a “Loan Document” for all purposes of the Credit
Agreement and the other Loan Documents.



          SECTION 6. Counterparts. This Amendment may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original but all of
which when taken together shall constitute a single contract, and shall become effective as
provided in Section 4 hereof. Delivery of an







 



6




executed signature page to this Amendment by facsimile transmission shall be as effective as
delivery of a manually signed counterpart of this Amendment.




          SECTION 7. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.




          SECTION 8. Headings. Section headings used herein are for convenience of reference only, are
not part of this Amendment and are not to affect the construction of, or to be taken into
consideration in interpreting, this Amendment.










 



7




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




	 	 	 	 	 	 	 
	 	 	ALON USA ENERGY, INC.,
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Harlin R. Dean	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Harlin R. Dean	 	 
	 

	 	 	 	Title: Vice President, Secretary and General Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	CREDIT SUISSE, Cayman Islands Branch, individually and
as Administrative Agent,
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ James Moran	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: James Moran	 	 
	 

	 	 	 	Title: Managing Director	 	 

















 



 







SIGNATURE PAGE TO AMENDMENT NO. 1 TO

ALON USA ENERGY, INC. CREDIT AGREEMENT




	 	 	 	 	 	 	 
	 	 	Name of Existing Lender:
	 
	 	 	 	 	 	 
	 	 	LANDMARK III CDO LTD,
	 	 	By Aladdin Capital Management, as Manager,
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Stephen H. Hooker	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen H. Hooker, CFA	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	LANDMARK VIII CDO LTD,
	 	 	By Aladdin Capital Management, as Manager,
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Stephen H. Hooker	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen H. Hooker, CFA	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	LANDMARK IX CDO LTD,
	 	 	By Aladdin Capital Management, as Manager,
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Stephen H. Hooker	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Stephen H. Hooker, CFA	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	PACIFICA CDO VI, LTD,
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Olivier A. Tabouret	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Olivier A. Tabouret	 	 
	 

	 	 	 	Title: Sr. Vice President	 	 












 



 


	 	 	 	 	 	 	 
	 	 	FINCH FUNDING LLC,
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Christina L. Ramseur	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Christina L. Ramseur	 	 
	 

	 	 	 	Title: Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	OSPREY CDO 2006-1 LTD.,
as Lender,
BRIGHTWATER CAPITAL
MANAGEMENT, as Collateral Manager,
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ George Suspanic	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: George Suspanic	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Thomas Irwin	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Thomas Irwin	 	 
	 

	 	 	 	Title: Executive Director	 	 
	 
	 	 	 	 	 	 
	 	 	SIERRA CLO I,
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ John M. Casparian	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: John M. Casparian 

Title: Senior Managing Director	 	 
	 

	 	 	 	Churchill Pacific, Manager	 	 
	 
	 	 	 	 	 	 
	 	 	SIERRA CLO II,
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ John M. Casparian	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: John M. Casparian	 	 
	 

	 	 	 	Title: Senior Managing Director	 	 
	 

	 	 	 	Churchill Pacific, Manager	 	 

















 



 







	 	 	 	 	 
	 	SHASTA CLO I,

 	 
	 	    by  	/s/ John M. Casparian
 	 
	 	 	Name:  	John M. Casparian 	 
	 	 	Title:  	Senior Managing Director
Churchill Pacific, Manager 	 
	 



	 	 	 	 	 
	 	WB LOAN FUNDING 4, LLC,

 	 
	 	    by  	/s/ Diana M. Himes
 	 
	 	 	Name:  	Diana M. Himes 	 
	 	 	Title:  	Associate 	 
	 



	 	 	 	 	 
	 	THE CIT GROUP/EQUIPMENT FINANCING, INC.,

 	 
	 	    by  	/s/ Patrick Flynn
 	 
	 	 	Name:  	Patrick Flynn 	 
	 	 	Title:  	Duly Authorized Signatory 	 
	 



	 	 	 	 	 
	 	EAGLE MASTER FUND LTD.,

By Citigroup Alternative Investments LLC,

as Investment Manager for and on behalf of Eagle

Master Fund Ltd.,

 	 
	 	    by  	/s/ Roger Yee
 	 
	 	 	Name:  	Roger Yee 	 
	 	 	Title:  	Vice President 	 
	 









 



 

	 	 	 	 	 
	 	GRAND CENTRAL ASSET TRUST, EAP SERIES,

 	 
	 	    by  	/s/ Roy Hykal
 	 
	 	 	Name:  	Roy Hykal 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



	 	 	 	 	 
	 	GRAND CENTRAL ASSET TRUST, ECL SERIES,

 	 
	 	    by  	/s/ Roy Hykal
 	 
	 	 	Name:  	Roy Hykal 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



	 	 	 	 	 
	 	LMP CORPORATE LOAN FUND, INC.,

By Citigroup Alternative Investments LLC,

 	 
	 	    by  	/s/ Roger Yee
 	 
	 	 	Name:  	Roger Yee 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	SHINNECOCK CLO 2006-1, LTD.,

 	 
	 	    by  	/s/ David Spring
 	 
	 	 	Name:  	David Spring 	 
	 	 	Title:  	Director of Operations 	 
	 





 









 







	 	 	 	 	 
	 	CIFC FUNDING 2006-I, LTD.,

CIFC FUNDING 2006-IB, LTD.,

CIFC FUNDING 2006-II, LTD.,

 	 
	 	    by  	/s/ Elizabeth Chow
 	 
	 	 	Name:  	Elizabeth Chow 	 
	 	 	Title:  	Head of Underwriting 	 
	 
	 	EAGLE CREEK CLO, LTD.,

 	 
	 	    by  	/s/ Thomas N. Davis
 	 
	 	 	Name:  	Thomas N. Davis 	 
	 	 	Title:  	Authorized Signor 	 
	 
	 	FALL CREEK CLO, LTD.,

 	 
	 	    by  	/s/ Thomas N. Davis
 	 
	 	 	Name:  	Thomas N. Davis 	 
	 	 	Title:  	Authorized Signor 	 
	 
	 	DUNES FUNDING LLC,

 	 
	 	    by  	/s/ Christina L. Ramseur
 	 
	 	 	Name:  	Christina L. Ramseur 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	NANTUCKET CLO I LTD.

By: Fortis Investment Management USA, Inc.,

as Attorney in Fact

 	 
	 	    by  	/s/ Jeffrey Megar
 	 
	 	 	Name:  	Jeffrey Megar 	 
	 	 	Title:  	Vice-President 	 
	 




 









 





	 	 	 	 	 
	 	NANTUCKET CLO II LTD. 

By: Fortis Investment Management USA, Inc.,

as Attorney in Fact

 	 
	 	    by  	/s/ Jeffrey Megar
 	 
	 	 	Name:  	Jeffrey Megar 	 
	 	 	Title:  	Vice-President 	 
	 
	 	BRENTWOOD CLO LTD.,

By Highland Capital Management, L.P., as Collateral Manager,

By Strand Advisors, Inc., its General Partner,

 	 
	 	    by  	           /s/ Brian Lohrding
 	 
	 	 	Name:  	Brian Lohrding 	 
	 	 	Title:  	Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. 	 
	 




 









 





	 	 	 	 	 
	 	EASTLAND CLO, LTD.,

By Highland Capital Management, L.P., as Collateral Manager,

By Strand Advisors, Inc., its General Partner,

 	 
	 	    by  	/s/ Brian Lohrding
 	 
	 	 	Name:  	Brian Lohrding 	 
	 	 	Title:  	Treasurer
Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. 	 
	 
	 	EMERALD ORCHARD LIMITED

 	 
	 	    by  	/s/ Neam Ahmed
 	 
	 	 	Name:  	Neam Ahmed 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	GRAND CENTRAL ASSET TRUST, HLD SERIES,

 	 
	 	    by  	/s/ Beata Konopko
 	 
	 	 	Name:  	Beata Konopko 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	GRAYSON CLO, LTD.,

By Highland Capital Management, L.P., as Collateral Manager,

By Strand Advisors, Inc., its General Partner,

 	 
	 	    by  	/s/ Brian Lohrding
 	 
	 	 	Name:  	Brian Lohrding 	 
	 	 	Title:  	Treasurer
Strand Advisors, Inc., General Partner of Highland Capital Management L.P. 	 
	 




 









 





	 	 	 	 	 
	 	HARRISON CLO LTD.,

By Highland Capital Management, L.P., as Collateral

Manager,

By Strand Advisors, Inc., its General Partner,

 	 
	 	    by  	/s/ Brian Lohrding
 	 
	 	 	Name:  	Brian Lohrding 	 
	 	 	Title:  	Treasurer
Strand Advisors, Inc.,
General Partner of Highland
Capital Management L.P. 	 
	 
	 	HIGHLAND CREDIT OPPORTUNITIES CDO LTD.,

By Highland Capital Management, L.P., as Collateral Manager,

By Strand Advisors, Inc., its General Partner,

 	 
	 	    by  	/s/ Brian Lohrding
 	 
	 	 	Name:  	Brian Lohrding 	 
	 	 	Title:  	Treasurer
Strand Advisors, Inc.,
General Partner of Highland
Capital Management L.P. 	 
	 
	 	HIGHLAND CREDIT STRATEGIES FUND,

 	 
	 	    by  	/s/ M. Jason Blackburn
 	 
	 	 	Name:  	M. Jason Blackburn 	 
	 	 	Title:  	Treasurer 	 
	 




 










 





	 	 	 	 	 
	 	HIGHLAND FLOATING RATE LLC,

 	 
	 	     by  	/s/ M. Jason Blackburn
 	 
	 	 	Name:  	M. Jason Blackburn 	 
	 	 	Title:  	Treasurer 	 
	 
	 	HIGHLAND FLOATING RATE ADVANTAGE FUND,

 	 
	 	     by  	/s/ M. Jason Blackburn
 	 
	 	 	Name:  	M. Jason Blackburn 	 
	 	 	Title:  	Treasurer 	 
	 
	 	RED RIVER CLO LTD.,

By Highland Capital Management, L.P., as Collateral Manager,

By Strand Advisors, Inc., its General Partner,

 	 
	 	     by  	/s/ Brian Lohrding
 	 
	 	 	Name:  	Brian Lohrding 	 
	 	 	Title:  	Treasurer

Strand Advisors, Inc.,

General Partner of Highland

Capital Management L.P. 	 
	 
	 	ROCKWALL CDO II LTD.,

By Highland Capital Management, L.P., as Collateral Manager,

By Strand Advisors, Inc., its General Partner,

 	 
	 	     by  	/s/ Brian Lohrding
 	 
	 	 	Name:  	Brian Lohrding 	 
	 	 	Title:  	Treasurer

Strand Advisors, Inc.,

General Partner of Highland

Capital Management L.P. 	 
	 



 









 






	 	 	 	 	 
	 	IKB CAPITAL CORPORATION,

 	 
	 	     by  	/s/ James Hua
 	 
	 	 	Name:  	James Hua 	 
	 	 	Title:  	Vice President 	 
	 
	 	KKR FINANCIAL CLO 2005-1, LTD.,

 	 
	 	     by  	/s/ Michelle L. Keith
 	 
	 	 	Name:  	Michelle L. Keith 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	KKR FINANCIAL CLO 2005-2, LTD.,

 	 
	 	     by  	/s/ Michelle L. Keith
 	 
	 	 	Name:  	Michelle L. Keith 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	NORTHGATE B.V.,

 	 
	 	     by  	/s/ Roy Hykal
 	 
	 	 	Name:  	Roy Hykal 	 
	 	 	Title:  	Attorney-in-fact 	 
	 
	 	GANNETT PEAK CLO I, LTD.,

By McDonnell Investment Management, LLC,
as Investment Manager,

 	 
	 	     by  	/s/ Kathleen A. Zarn
 	 
	 	 	Name:  	Kathleen A. Zarn 	 
	 	 	Title:  	Vice President 	 
	 



 









 






	 	 	 	 	 
	 	METROPOLITAN LIFE INSURANCE COMPANY,

 	 
	 	     by  	/s/ Matthew J. McInerny
 	 
	 	 	Name:  	Matthew J. McInerny 	 
	 	 	Title:  	Director 	 
	 
	 	MORGAN STANLEY SENIOR FUNDING, INC.,

 	 
	 	     by  	/s/ Darragh Dempsey
 	 
	 	 	Name:  	Darragh Dempsey 	 
	 	 	Title:  	Vice President 	 
	 
	 	NATIONWIDE LIFE INSURANCE COMPANY,

 	 
	 	     by  	/s/ Thomas M. Powers
 	 
	 	 	Name:  	Thomas M. Powers 	 
	 	 	Title:  	Vice President 	 
	 
	 	RIVENDELL CBNA LOAN FUNDING LLC, 

for itself or as agent for Rivendell CFPI Loan Funding LLC,

 	 
	 	     by  	/s/ Roy Hykal
 	 
	 	 	Name:  	Roy Hykal 	 
	 	 	Title:  	Attorney-in-fact 	 
	 



 









 






	 	 	 	 	 
	 	NAVIGARE FUNDING I CLO, LTD.,

By Navigare Partners LLC,

its Collateral Manager

 	 
	 	     by  	/s/ James E. Kennedy
 	 
	 	 	Name:  	James E. Kennedy 	 
	 	 	Title:  	Managing Director 	 
	 
	 	FAIRWAY LOAN FUNDING COMPANY,

By Pacific Investment Management Company LLC, as its Investment Advisor,

 	 
	 	     by  	/s/ Arthur Y. D. Ong
 	 
	 	 	Name:  	Arthur Y. D. Ong 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	GLOBAL ENHANCED LOAN FUND S.A.,

By Pacific Investment Management Company LLC, as its Investment Advisor,

 	 
	 	     by  	/s/ Arthur Y. D. Ong
 	 
	 	 	Name:  	Arthur Y. D. Ong 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	PIMCO FLOATING RATE INCOME FUND,

By Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO,

 	 
	 	     by  	/s/ Arthur Y. D. Ong
 	 
	 	 	Name:  	Arthur Y. D. Ong 	 
	 	 	Title:  	Senior Vice President 	 
	 



 









 






	 	 	 	 	 
	 	PIMCO FLOATING RATE STRATEGY FUND,

By Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO,

 	 
	 	     by  	/s/ Arthur Y. D. Ong
 	 
	 	 	Name:  	Arthur Y. D. Ong 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	ROSEDALE CLO, LTD.,

By Princeton Advisory Group, Inc., the Collateral Manager acting as attorney-in-fact,

 	 
	 	     by  	/s/ Jennifer Wright
 	 
	 	 	Name:  	Jennifer Wright 	 
	 	 	Title:  	Vice President 	 
	 
	 	APIDOS CDO III,

By its Investment Advisor,

Apidos Capital Management, LLC,

 	 
	 	     by  	/s/ John W. Stelwagon
 	 
	 	 	Name:  	John W. Stelwagon 	 
	 	 	Title:  	Managing Director 	 
	 
	 	APIDOS CDO IV,

By its Investment Advisor,

Apidos Capital Management, LLC,

 	 
	 	     by  	/s/ John W. Stelwagon
 	 
	 	 	Name:  	John W. Stelwagon 	 
	 	 	Title:  	Managing Director 	 
	 




 









 





	 	 	 	 	 
	 	APIDOS CDO V,

By its Investment Advisor,

Apidos Capital Management, LLC,

 	 
	 	   by  	/s/ John W. Stelwagon
 	 
	 	 	Name:  	John W. Stelwagon 	 
	 	 	Title:  	Managing Director 	 
	 
	 	APIDOS CINCO CDO,

By its Investment Advisor,

Apidos Capital Management, LLC,

 	 
	 	   by  	/s/ John W. Stelwagon
 	 
	 	 	Name:  	John W. Stelwagon 	 
	 	 	Title:  	Managing Director 	 
	 
	 	APIDOS QUATTRO,

By its Investment Advisor,

Apidos Capital Management, LLC,

 	 
	 	   by  	/s/ John W. Stelwagon
 	 
	 	 	Name:  	John W. Stelwagon 	 
	 	 	Title:  	Managing Director 	 
	 
	 	MOUNTAIN VIEW CLO II, LTD.,

By Seix Advisors, a fixed income division of Trusco

Capital Management, Inc., as Collateral Manager,

 	 
	 	   by  	/s/ George Goudelias
 	 
	 	 	Name:  	George Goudelias 	 
	 	 	Title:  	PM, Seix Advisors 	 
	 




 









 





	 	 	 	 	 
	 	MOUNTAIN VIEW CLO III, LTD.,

By Seix Advisors, a fixed income division of Trusco

Capital Management, Inc., as Ramp-Up Investment

Manager,

 	 
	 	   by  	                   /s/ George Goudelias
 	 
	 	 	Name:  	George Goudelias 	 
	 	 	Title:  	PM, Seix Advisors 	 
	 
	 	MOUNTAIN VIEW CLO IV, LTD.,

By Seix Structured Products, LLC, as warehouse

manager,

 	 
	 	   by  	                   /s/ George Goudelias
 	 
	 	 	Name:  	George Goudelias 	 
	 	 	Title:  	VP, Seix Structured Products, LLC 	 
	 
	 	NOB HILL CLO, LIMITED,

 	 
	 	   by  	/s/ Bradley Kane
 	 
	 	 	Name:  	Bradley Kane 	 
	 	 	Title:  	Portfolio Manager 	 
	 
	 	CORNERSTONE CLO LTD.,

By Stone Tower Debt Advisors LLC,

as its Collateral Manager,

 	 
	 	   by  	             /s/ Michael W. Delpercio
 	 
	 	 	Name:  	Michael W. Delpercio 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	RAMPART CLO I LTD.,

By Stone Tower Debt Advisors LLC,

as its Collateral Manager,

 	 
	 	   by  	             /s/ Michael W. Delpercio
 	 
	 	 	Name:  	Michael W. Delpercio 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	STONE TOWER CDO LTD.,

By Stone Tower Debt Advisors LLC,

as its Collateral Manager,

 	 
	 	   by  	             /s/ Michael W. Delpercio
 	 
	 	 	Name:  	Michael W. Delpercio 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	STONE TOWER CDO II LTD.,

By 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.,

By 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.,

By Stone Tower Debt Advisors LLC,

as its Collateral Manager,

 	 
	 	   by  	             /s/ Michael W. Delpercio
 	 
	 	 	Name:  	Michael W. Delpercio 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	STONE TOWER CLO VI LTD.,

By 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.,

By Stone Tower Fund Management LLC,

as its Collateral Manager,

 	 
	 	   by  	             /s/ Michael W. Delpercio
 	 
	 	 	Name:  	Michael W. Delpercio 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	ATLAS LOAN FUNDING 2, LLC,

By Atlas Capital Funding, Ltd.,

By Structured Asset Investors, LLC,

its Investment Manager,

 	 
	 	   by  	                /s/ Diana M. Himes
 	 
	 	 	Name:  	Diana M. Himes 	 
	 	 	Title:  	Associate 	 
	 




 









 





	 	 	 	 	 
	 	ATLAS LOAN FUNDING 5, LLC,

By Atlas Capital Funding, Ltd.,

By Structured Asset Investors, LLC,

its Investment Manager,

 	 
	 	   by  	                /s/ Diana M. Himes
 	 
	 	 	Name:  	Diana M. Himes 	 
	 	 	Title:  	Associate 	 
	 
	 	SILVERADO CLO 2006-II,

By Wells Capital Management,

 	 
	 	   by  	           /s/ Gilbert L. Southwell III
 	 
	 	 	Name:  	Gilbert L. Southwell III 	 
	 	 	Title:  	Vice President 	 
	 
	 	WELLS CAPITAL MGMT 16959700,

 	 
	 	   by  	           /s/ Gilbert L. Southwell III
 	 
	 	 	Name:  	Gilbert L. Southwell III 	 
	 	 	Title:  	Vice President 	 
	 
	 	WELLS CAPITAL MGMT 16959701,

 	 
	 	   by  	           /s/ Gilbert L. Southwell III
 	 
	 	 	Name:  	Gilbert L. Southwell III 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	WHITEHORSE II, LTD.,

By WhiteHorse Capital Partners,

as Collateral Manager,

 	 
	 	   by  	            /s/ Ethan M. Underwood
 	 
	 	 	Name:  	Ethan M. Underwood, CFA 	 
	 	 	Title:  	Portfolio Manager 	 
	 
	 	WHITEHORSE IV, LTD.,

By WhiteHorse Capital Partners,

as Collateral Manager,

 	 
	 	   by  	/s/ Ethan M. Underwood
 	 
	 	 	Name:  	Ethan M. Underwood, CFA 	 
	 	 	Title:  	Portfolio Manager