exv10w1w1w6



 





Exhibit 10.1.1.6




EXECUTION COPY




THIRD AMENDMENT




          THIRD AMENDMENT (this “Amendment”), dated as of December 20, 2006, to the Amended and
Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006 (as
heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among (i)
CALPINE CORPORATION (the “Borrower”), (ii) the subsidiaries of the Borrower named therein
(the “Guarantors”), (iii) CREDIT SUISSE SECURITIES (USA) LLC and DEUTSCHE BANK SECURITIES
INC. (“DBSI”), as joint syndication agents (in such capacities, collectively, the
“Syndication Agents”), (iv) DEUTSCHE BANK TRUST COMPANY AMERICAS (“DB”), as
administrative agent for the First Priority Lenders hereunder (in such capacity and including any
successors, the “First Priority Agent”), (v) GENERAL ELECTRIC CAPITAL CORPORATION
(including its successors, “GE Capital”), as Sub-Agent for the Revolving Lenders hereunder
(in such capacity and including any successors, the “Sub-Agent”), (vi) CREDIT SUISSE
(“CS”), as administrative agent for the Second Priority Term Lenders hereunder (in such
capacity and including any successors, the “Second Priority Agent”), (vii) LANDESBANK
HESSEN THÜRINGEN GIROZENTRALE, NEW YORK BRANCH, GE CAPITAL and HSH NORDBANK AG, NEW YORK BRANCH, as
joint documentation agents for the First Priority Lenders hereunder, and BAYERISCHE LANDESBANK, GE
CAPITAL and UNION BANK OF CALIFORNIA, N.A., as joint documentation agents for the Second Priority
Lenders hereunder (in such capacities and including any successors, collectively, the
“Documentation Agents”), and (viii) each of the financial institutions from time to time
party thereto (collectively, the “Lenders”).




WITNESSETH:




          WHEREAS, the Borrower, the Lenders and the Agents are parties to the Credit Agreement;




          WHEREAS, the Borrower has requested that the Lenders agree to amend certain financial
covenants and other provisions of the Credit Agreement as set forth below; and




          WHEREAS, the Lenders have agreed to such requested amendments, but only upon the terms and
conditions set forth herein;




          NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein,
and for other valuable consideration the receipt of which is hereby acknowledged, the Borrower, the
Lenders and the Administrative Agents hereby agree as follows:










 



2




          SECTION 1. DEFINITIONS. Unless otherwise defined herein, capitalized terms are used herein as
defined in the Credit Agreement.




          SECTION 2. AMENDMENTS.





               2.1 Amendments to Section 1.1. Section 1.1 of the Credit Agreement is hereby
amended by adding the following new defined terms in their appropriate alphabetical order:




          ““CalGen Adequate Protection Stipulation”: the “Agreed Order Further Modifying
the Order Authorizing Use of Cash Collateral and Granting Adequate Protection” entered into
among the Debtors, Wilmington Trust FSB, as indenture trustee, HSBC Bank USA, National
Association, as indenture trustee, Manufacturers Traders & Trust Company, as indenture
trustee, and Wilmington Trust Company, as collateral agent, in form and substance acceptable
to the Administrative Agents and filed with the Bankruptcy Court on December 8, 2006,
granting, inter-alia, adequate protection to CalGen Holdings, Inc. and/or any of its
Subsidiaries.




          “CalGen Cash Collateral Account”: a segregated account of the Borrower or any
of its Subsidiaries which is a Debtor into which Unrestricted Cash (as defined in the CalGen
Adequate Protection Stipulation) distributed by the CalGen Parties pursuant to the Calgen
Adequate Protection Stipulation is held pending the use of such Unrestricted Cash by the
Borrower or such Subsidiary.




          “CalGen Parties”: collectively, CalGen Holdings, Inc. and its Subsidiaries.




          “Goldendale”: Goldendale Energy Center, LLC.




          “Goldendale Newco”: a limited liability company to be formed after the Third
Amendment Effective Date which shall be a direct Subsidiary of Goldendale.




          “Otay Mesa”: Otay Mesa Energy Center, LLC.




          “Otay Mesa Motion”: the “Motion For Entry of an Order (A) Approving the PPA
Reinstatement Agreement Between Certain of the Debtors, Otay Mesa Energy Center, LLC and San
Diego Gas & Electric Company; (B) Authorizing Intercompany Transfers of Assets Comprising
the Otay Mesa Project to Otay Mesa Energy Center, LLC Free and Clear of All Liens, Claims
and Encumbrances and Other Interests; (C) Authorizing the Assumption and Assignment of
Certain Executory Contracts and Unexpired Leases in Connection Therewith; (D) Authorizing
Calpine Corporation to Make Capital Contributions to Otay Mesa Energy Center, LLC ; and (E)
Granting Related Relief” filed by the Borrower and certain other Debtors in the Cases on
October 23, 2006 (Docket number 2922), seeking the approval of the Bankruptcy Court for the
transactions described therein, together with the order (which shall be in form and
substance reasonably acceptable to the Administrative Agents), granting such motion.









 



3



          “Third Amendment Effective Date”: has the meaning set forth in the Third
Amendment, dated as of December 20, 2006, to this Agreement.”.




          2.2 Amendment to Section 2.17.



               (a) Section 2.17(b) of the Credit Agreement is hereby amended in its entirety to read as
follows:




          “(b) Amounts to be applied in connection with prepayments of the Loans and Commitment
reductions made pursuant to Section 2.17(a) shall be applied, first, to the
prepayment of the First Priority Term Loans (in accordance with Section 2.20(b)) until the
First Priority Term Loans are paid in full and, second, to the prepayment of the
Second Priority Term Loans until paid in full. The application of any prepayment pursuant
to Section 2.17 shall be made, first, to Base Rate Loans and, second, to
Eurodollar Loans; provided, however, in connection with any such prepayments
of the Term Loans pursuant to Section 2.17(a), such prepayments shall be applied on a pro
rata basis to the then outstanding applicable Term Loans being prepaid irrespective of
whether such outstanding Term Loans are Base Rate Loans or Eurodollar Loans;
provided that if any Lender accepts such prepayment pursuant to Section 2.17(e),
then, with respect to such prepayment, the amount of such prepayment shall be applied first
to Term Loans that are Base Rate Loans to the full extent thereof before application to Term
Loans that are Eurodollar Loans in a manner that minimizes the amount of any payments
required to be made by the Borrower pursuant to Section 2.23. Each prepayment of the Loans
under Section 2.17 shall be accompanied by accrued interest to the date of such prepayment
on the amount prepaid.”.



               (b) Section 2.17(e) of the Credit Agreement is hereby amended in its entirety to read as
follows:




          “(e) Notwithstanding anything to the contrary in Section 2.17(b) or 2.20, with respect
to the amount of any mandatory prepayment described in Section 2.17 (such amount, the
“Prepayment Amount”), the Borrower will, on the date specified in Section 2.17 for
such prepayment, give the Administrative Agents telephonic notice (promptly confirmed in
writing) requesting that the First Priority Agent prepare and provide to each First Priority
Term Lender a notice (each, a “Prepayment Option Notice”) as described below. As
promptly as practicable after receiving such notice from the Borrower, the First Priority
Agent will send to each First Priority Term Lender a Prepayment Option Notice, which shall
be substantially in the form of Exhibit I, and shall include an offer (“Offer”) by
the Borrower to prepay on the date (each a “Mandatory Prepayment Date”) that is ten
(10) Business Days after the date of the Prepayment Option Notice, the relevant First
Priority Term Loans of such Lender by an amount equal to the portion of the Prepayment
Amount indicated in such Lender’s Prepayment Option Notice. Each First Priority Term Lender
may accept or reject the Offer contained in the Prepayment Option Notice. Unless the Offer
is affirmatively accepted by a First Priority Term Lender as set forth below, the Offer
shall be deemed
rejected by such First Priority Term Lender. With respect to First Priority Term
Lenders accepting such Offer, on the Mandatory Prepayment Date, the First Priority Agent
shall









 



4



pay to the relevant First Priority Lenders the aggregate amount necessary to prepay
that portion of the outstanding relevant First Priority Term Loans in respect of which such
Lenders have accepted prepayment. Any First Priority Term Lenders accepting such Offer
must, as soon as practicable, but in no event later than five (5) Business Days after
receipt of the Prepayment Option Notice, give the First Priority Agent telephonic notice
(promptly confirmed in writing) of such acceptance and the First Priority Agent will give
the Borrower corresponding telephonic notice (promptly confirmed in writing). The amount
equal to the portion of the Prepayment Amount for which no notification of acceptance of the
Offer was received will be used, subject to the provisions of this Section 2.17(e) set forth
below, on the applicable Mandatory Prepayment Date to repay the Second Priority Term Loans
in accordance with Section 2.17(b). Notwithstanding anything to the contrary contained in
Section 2.17(b) or 2.20, with respect to the Prepayment Amount, the Borrower will, on the
date specified in Section 2.17 for such prepayment or no later than five (5) Business Days
after the applicable Mandatory Prepayment Date with respect to any amount not accepted by
the First Priority Term Lenders and to be applied to the prepayment of the Second Priority
Term Loans in accordance with the immediately preceding sentence, give the Administrative
Agents telephonic notice (promptly confirmed in writing) requesting that the Second
Priority Agent prepare and provide to each Second Priority Lender a Prepayment Option
Notice. As described above, the Second Priority Agent will send to each Second Priority
Lender a Prepayment Option Notice, which shall include an Offer by the Borrower to prepay on
the Mandatory Prepayment Date the relevant Second Priority Term Loans of such Lender by an
amount equal to the portion of the Prepayment Amount indicated in such Lender’s Prepayment
Option Notice. Each Second Priority Term Lender may accept or reject the Offer contained in
the Prepayment Option Notice. Unless the Offer is affirmatively accepted by a Second
Priority Term Lender as set forth below, the Offer shall be deemed rejected by such Second
Priority Term Lender. With respect to Second Priority Term Lenders accepting such Offer, on
the Mandatory Prepayment Date, the First Priority Agent shall pay to the relevant Second
Priority Lenders the aggregate amount necessary to prepay that portion of the outstanding
relevant Second Priority Term Loans in respect of which such Lenders have accepted
prepayment. Any Second Priority Term Lenders accepting such offer must, as soon as
practicable, but in no event later than five (5) Business Days after receipt of the
Prepayment Option Notice, give the Administrative Agents, telephonic notice (promptly
confirmed in writing) of such acceptance and the Second Priority Agent will give the
Borrower telephonic notice of the same (promptly confirmed in writing), and the amount equal
to the portion of the Prepayment Amount for which no notification of acceptance of the Offer
was received will be used to repay any outstanding Revolving Loans, provided that
such repayments of the Revolving Loans shall not reduce the Total Revolving Commitments.”.



               2.3 Amendment to Section 6.1. Section 6.1 of the Credit Agreement is hereby amended by
deleting clause (n) thereof in its entirety and inserting in lieu thereof a new paragraph (n) as
follows:




          “(n) Swap Agreements incurred in the ordinary course of business and consistent with
applicable risk management guidelines established by the Borrower from time to time and
delivered to the Administrative Agents and in connection with Swap









 



5



Agreements entered into
with VMAC Energy I, LLC, associated reimbursement obligations, including with respect to
letters of credit, to providers of credit support for such Swap Agreements in amounts not
exceeding the notional amount of the Indebtedness outstanding under such Swap Agreements.”.



               2.4 Amendment to Section 6.2. Section 6.2 of the Credit Agreement is hereby amended
by (a) deleting the word “and” at the end of clause (m) therein, (b) deleting the period the period
at the end of clause (n) therein and substituting in lieu thereof a semicolon and (c) adding
immediately after clause (n) therein new clauses (o) and (p) as follows:




          “(o) first priority Liens on the Capital Stock of Otay Mesa to secure the obligations
of Otay Mesa and its Subsidiaries under any Project Financing (as defined in the Otay Mesa
Motion) entered into by Otay Mesa or any such Subsidiaries, as contemplated by the Otay Mesa
Motion; it being understood that the Liens of the Administrative Agent, for the benefit of
the Lenders, shall be released without any further action upon consummation of any such
Project Financing in accordance with Section 21 of the Security and Pledge Agreement; and




          (p) Liens granted to the CalGen Parties pursuant to the CalGen Adequate Protection
Stipulation.”.




               2.5 Amendment to Section 6.3. Section 6.3 of the Credit Agreement is hereby amended
by (a) deleting the word “and” at the end of clause (g) therein, (b) deleting the period at the
end of clause (h) therein and substituting in lieu thereof “; and” and (c) adding immediately
after clause (h) therein a new clause (i) as follows:




          “(i) Guarantee Obligations of the Borrower of obligations of Greenfield Project
Partnership under the contract described in Section 6.5(l).”.




               2.6 Amendment to Section 6.4. Section 6.4 of the Credit Agreement is hereby amended
by (a) deleting the word “and” at the end of clause (f) therein, (b) deleting the period at the
end of clause (g) therein and substituting in lieu thereof a semicolon and (c) adding immediately
after clause (g) therein new clauses (h) and (i) as follows:




          “(h) creation by Goldendale of Goldendale Newco; and




          (i) with the prior written consent of the Administrative Agents, mergers,
consolidations or liquidations not otherwise permitted above of Credit Parties or any of
their Subsidiaries which are inactive or have de minimis assets.”.




               2.7 Amendment to Section 6.5. Section 6.5 of the Credit Agreement is hereby amended by (a) deleting the word “and” at the
end of clause (j) therein, (b) deleting the period at the end of clause (k) therein and
substituting in lieu thereof a semicolon and (c) adding immediately after clause (k) therein new
clauses (l), (m), (n), (o) and (p) as follows:




          “(l) the Disposition by the Borrower, directly or indirectly, to Greenfield Project
Partnership of a purchase contract with Siemens Power Generation, Inc. relating









 



6



to warranties on turbines transferred to Greenfield Project Partnership prior to the Third
Amendment Effective Date;




          (m) the Disposition by the Borrower and Calpine Power Corporation of (i) the Facility
Assets, the Contributed Assets, the Interconnection Agreements, the CCMCI Assigned Contracts
and the Calpine Assigned Contracts (each as defined in the Otay Mesa Motion) to Otay Mesa
pursuant to the CTA (as defined in the Otay Mesa Motion) and (ii) the Lease and Sublease
(each as defined in the Otay Mesa Motion) to San Diego Gas & Electric Company pursuant to
the Reinstatement Agreement (as defined in the Otay Mesa Motion);




          (n) (i) the Disposition by Goldendale of all of its assets and liabilities to
Goldendale Newco substantially contemporaneously with the consummation of the Disposition of
all of the equity of Goldendale Newco owned by Goldendale and (ii) the Disposition of all of
the equity of Goldendale Newco owned by Goldendale;




          (o) the Disposition of all of the equity interests in Towantic Energy, LLC and CPN
Oxford, Inc., and upon the consummation of such Disposition the release of the guaranty and
other obligations hereunder, and a release of the Liens under the Loan Documents on the
equity interests and assets, of Towantic Energy LLC and CPN Oxford, Inc.; and




          (p) the Disposition of all of the equity interests in Skipanon Energy LLC., and upon
the consummation of such Disposition the release of the guaranty and other obligations
hereunder, and a release of the Liens under the Loan Documents on the equity interests and
assets, of Skipanon Energy LLC”.



               2.8 Amendment to Section 6.7. Section 6.7 of the Credit Agreement is hereby amended
by:



               (a) adding at the end of clause (d) therein immediately before the semicolon “which may be
expended at any time during the term of this Agreement”; and



               (b) deleting the date “December 31, 2006” where it appears in clause (l) therein and inserting
in lieu thereof the phrase “the Maturity Date”; and



               (c)(i) deleting the word “and” at the end of clause (m) therein, (ii) by deleting the period
at the end of clause (n) therein and substituting in lieu thereof “; and”, and (iii) by adding
immediately after clause (n) therein a new clause (o) as follows:




          “(o) the Borrower may cause Letters of Credit in an aggregate amount not to exceed
$25,000,000 to be issued hereunder in favor of San Diego Gas & Electric Company to support
the obligations of Otay Mesa under the Amended PPA (as defined in the Otay Mesa Motion).”.




               2.9 Amendment to Section 6.10. Section 6.10 of the Credit Agreement is hereby
amended by adding at the end thereof a new sentence as follows:









 



7



          “For the purposes of Section 6.10 and Section 6.20, cash distributed by the CalGen
Parties in accordance with the CalGen Cash Collateral Stipulation and on deposit in the
CalGen Cash Collateral Account shall constitute “restricted cash” and the lien and security
interest of the Lenders, the Collateral Agent and the Administrative Agents in the CalGen
Cash Collateral Account and the amounts distributed by the CalGen Parties in accordance with
the CalGen Cash Collateral Stipulation and deposited from time to time therein shall be
junior to the liens granted to the CalGen Parties therein pursuant to the CalGen Adequate
Protection Stipulation.”.



               2.10 Amendment to Section 6.11. Section 6.11 of the Credit Agreement is hereby amended by
adding at the end thereof immediately before the period the phrase “and Liens granted on the CalGen
Cash Collateral Account in favor of the CalGen Parties pursuant to the CalGen Adequate Protection
Stipulation and Liens on cash deposits provided as collateral pursuant to the terms of the Trading
Order”.



               2.11 Amendment to Section 6.13. Section 6.13 of the Credit Agreement is hereby
amended by adding at the end of the second sentence thereof the following:




“provided, that any such amount, if not so expended in the fiscal year for which it
is permitted, may be carried over for expenditure in the next succeeding fiscal year”.



               2.12 Amendment to Section 6.17. The table set forth in Section 6.17 of the Credit
Agreement for the months ended December 31, 2006 through November 30, 2007 is hereby amended in its
entirety to read as follows:



	 	 	 
	“Month	 	Geysers Leverage Ratio
	December 31, 2006
	 	9.50:1.00
	January 31, 2007
	 	9.75:1.00
	February 28, 2007
	 	9.75:1.00
	March 31, 2007
	 	10.00:1.00
	April 30, 2007
	 	10.00:1.00
	May 31, 2007
	 	10.00:1.00
	June 30, 2007
	 	10.00:1.00
	July 31, 2007
	 	10.00:1.00
	August 31, 2007
	 	10.00:1.00
	September 30, 2007
	 	10.00:1.00
	October 31, 2007
	 	10.00:1.00
	November 30, 2007
	 	10.00:1.00”.






               2.13 Amendment to Section 6.18. The table set forth in Section 6.18 of the Credit
Agreement for the months ended December 31, 2006 through November 30, 2007 is hereby amended in its
entirety to read as follows:



	 	 	 
	“Month	 	Geysers Interest Coverage Ratio
	December 31, 2006
	 	1.25:1.00
	January 31, 2007
	 	1.25:1.00












 



8


	 	 	 
	“Month	 	Geysers Interest Coverage Ratio
	February 28, 2007
	 	1.25:1.00
	March 31, 2007
	 	1.20:1.00
	April 30, 2007
	 	1.20:1.00
	May 31, 2007
	 	1.20:1.00
	June 30, 2007
	 	1.20:1.00
	July 31, 2007
	 	1.20:1.00
	August 31, 2007
	 	1.20:1.00
	September 30, 2007
	 	1.20:1.00
	October 31, 2007
	 	1.20:1.00
	November 30, 2007
	 	1.20:1.00”.







               2.14 Amendment to Section 6.21. Section 6.21 of the Credit Agreement is hereby
amended by adding at the end of such Section immediately before the period the following “and
other than the 2006 Adequate Protection Amount and the 2007 Adequate Protection Amount (as such
terms are defined in the Agreed Order Further Modifying Order Authorizing Use of Cash Collateral
and Granting Adequate Protection, entered by the Bankruptcy Court on or about December 20, 2006
(acceptable to the Administrative Agents and as entered on such date, the “Agreed
Order”)) so long as (v) each such payment is made in accordance with the Agreed Order, (w) at
the time of any such payment no Default or Event of Default has occurred and is continuing, (x)
the aggregate amount of all such payments made in respect of interest payable for 2006 pursuant
to the Agreed Order shall not exceed $100,300,000, (y) the proceeds of the Revolving Loans or
Swingline Loans shall not be used to make any such payment and (z) immediately after giving
effect to each such payment no Revolving Loans or Swingline Loans shall be outstanding”.




               2.15 Amendment to Section 7. Section 7 of the Credit Agreement is hereby amended




               (a) by amending paragraph (g) thereof by adding at the end thereof immediately before the
semicolon therein “(except a dismissal of the Cases of Towantic
Energy, LLC and CPN Oxford, Inc. substantially contemporaneously with the sale permitted under
Section 6.5(o) and a dismissal of the Case of Skipanon Natural Gas LLC substantially
contemporaneously with the sale permitted under Section 6.5(p))”; and




               (b) by deleting clause (i) of paragraph (h) thereof in its entirety and inserting in lieu
thereof the following new clause (i):




“(i) An order of the Bankruptcy Court (other than the CalGen Adequate Protection Stipulation
with respect to the Lien granted to the CalGen Parties therein on the CalGen Cash Collateral
Account), shall be entered granting another Superpriority Claim or Lien pari passu with or
senior to that granted to the Lenders and the Collateral Agent pursuant to this Agreement
and the Interim Order (or the Final Order, as applicable); or”.









 



9



               2.16 Amendments to Schedules and Exhibits.



               (a) Amendment to Schedule 6.7. Annex 6.7A of Schedule 6.7 is hereby amended in its
entirety with a new Annex 6.7A in the form attached hereto as Exhibit A.



               (b) Amendment to Schedule 6.8. Schedule 6.8 is hereby amended by adding a new item
198 at the end thereof as follows:




“198. Bill of Sale and Agreement dated as of February 25, 2005, between Calpine
Construction Management Company, Inc., as Seller, and Calpine Steamboat Holdings, LLC,
as Purchaser, relating to two certain gas turbine generators, accessories thereto, and
performance data sheets, diagrams, control system configuration documentation and
similar related documentation regarding such gas turbine generators.”.



               (c) Amendment to Exhibit I. Exhibit I is hereby amended in its entirety with a new
Exhibit I in the form attached hereto as Exhibit B.



          SECTION 3. CONDITIONS PRECEDENT.




               3.1 Effective Date. This Amendment shall become effective as of the date first set
forth above (the “Third Amendment Effective Date”) following the date on which all of the
following conditions have been satisfied or waived:



               (a) Execution and Delivery. The Administrative Agents shall have received
counterparts of this Amendment duly executed by (A) the Borrower and the Guarantors, (B) the
Fronting Bank, (C) the Required Lenders, and (D) Majority Facility Lenders for each of Revolving
Facility, the First Priority Term Facility and the Second Priority Term Facility.



               (b) Amendment Fee. The Administrative Agents shall have received (i) payment, for
distribution to each Lender that has signed and delivered this Agreement to the Administrative
Agents by not later than 3:00 p.m. (New York City time) on December 19, 2006 (or such later time or
date as agreed by the Borrower and the Administrative Agents), an amendment fee equal to the
aggregate of (A) 0.20% of the sum of the First Priority Term Loans of such Lender then outstanding
and the Revolving Commitment of such Lender then in effect; and (B) 0.30% of the Second Priority
Term Loans of such Lender then outstanding.



               (c) Fees and Expenses. The Administrative Agents shall have received all fees and
accrued expenses of the Administrative Agents (including invoiced fees and expenses of legal
counsel to the Administrative Agents) required to be paid by the Borrower; and



               (d) No Default. After giving effect to this Amendment, there shall be no Default or
Event of Default.



          SECTION 4. GENERAL.




               4.1 Representations and Warranties. In order to induce the Administrative Agents and
the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the
Administrative Agents and the Lenders that after giving effect to









 



10



this Amendment, the
representations and warranties of the Borrower contained in the Credit Agreement and the other Loan
Documents are true and correct in all material respects on and as of the Third Amendment Effective
Date (after giving effect hereto) as if made on and as of the Third Amendment Effective Date
(except where such representations and warranties expressly relate to an earlier date in which case
such representations and warranties were true and correct in all material respects as of such
earlier date); provided that all references to the “Credit Agreement” in any Loan Document
shall be and are deemed to mean the Credit Agreement as amended hereby.



               4.2 Loan Document. This Amendment constitutes a Loan Document.



               4.3 GOVERNING LAW. THIS AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO
THIS AMENDMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE.



               4.4 Counterparts. This Amendment may be executed by the parties hereto in any number
of separate counterparts and all of said counterparts taken together shall be deemed to constitute
one and the same instrument.



               4.5 Consent of Guarantors. Each of the Guarantors hereby consents to the
modifications to the Credit Agreement contemplated hereby.



               4.6 Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the Borrower and the Guarantors and each of their respective successors and assigns, and
upon the Administrative Agents and the Lenders and their successors and assigns. The execution and
delivery of this Amendment by any Lender prior to the Third Amendment Effective Date shall be
binding upon its successors and assigns and shall be effective as to any loans or commitments
assigned to it after such execution and delivery.



               4.7 Limited Effect. Except as expressly modified by this Amendment, the Credit
Agreement and the other Loan Documents are ratified and confirmed and are, and shall continue to
be, in full force and effect in accordance with their respective terms. Each Loan Party
acknowledges and agrees that such Loan Party is truly and justly indebted to the Lenders and the
Administrative Agents for the Obligations, without defense, counterclaim or offset of
any kind, and such Loan Party ratifies and reaffirms the validity, enforceability and binding
nature of such Obligations. The Borrower acknowledges and agrees that nothing in this Amendment
shall constitute an indication of the Lenders’ willingness to consent to any other amendment or
waiver of any other provision of the Credit Agreement or a waiver of any Default or Event of
Default not referenced in this Amendment or for any other time period.



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









 



 

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed as of the day
and the year first written.




	 	 	 	 	 
	 	BORROWER:





CALPINE CORPORATION

 	 
	 	By:  	         /s/ Robert E. Fishman
 	 
	 	 	Name:  	Robert E. Fishman 	 
	 	 	Title:  	Executive Vice President 	 
	 










 



 


GUARANTORS:




AMELIA ENERGY CENTER, LP

ANACAPA LAND COMPANY, LLC

ANDERSON SPRINGS ENERGY COMPANY

ANDROSCOGGIN ENERGY, INC.

AUBURNDALE PEAKER ENERGY CENTER, LLC

AUGUSTA DEVELOPMENT COMPANY, LLC

AVIATION FUNDING CORP.

BAYTOWN ENERGY CENTER, LP

BAYTOWN POWER GP, LLC

BAYTOWN POWER, LP

BELLINGHAM COGEN, INC.

BETHPAGE FUEL MANAGEMENT INC.

BLUE HERON ENERGY CENTER, LLC

BLUE SPRUCE HOLDINGS, LLC

BROAD RIVER ENERGY LLC

BROAD RIVER HOLDINGS, LLC

CALGEN EQUIPMENT FINANCE COMPANY, LLC

CALGEN EQUIPMENT FINANCE HOLDINGS, LLC

CALGEN EXPANSION COMPANY, LLC

CALGEN FINANCE CORPORATION

CALGEN PROJECT EQUIPMENT FINANCE COMPANY ONE, LLC

CALGEN PROJECT EQUIPMENT FINANCE COMPANY THREE, LLC

CALGEN PROJECT EQUIPMENT FINANCE COMPANY TWO, LLC

CALPINE ACADIA HOLDINGS, LLC

CALPINE ADMINISTRATIVE SERVICES COMPANY, INC.

CALPINE AGNEWS, INC.

CALPINE AMELIA ENERGY CENTER GP, LLC

CALPINE AMELIA ENERGY CENTER LP, LLC

CALPINE AUBURNDALE HOLDINGS, LLC

CALPINE BAYTOWN ENERGY CENTER GP, LLC

CALPINE BAYTOWN ENERGY CENTER LP, LLC

CALPINE BETHPAGE 3 PIPELINE CONSTRUCTION COMPANY, INC.

CALPINE BETHPAGE 3, LLC

CALPINE C*POWER, INC.

CALPINE CALGEN HOLDINGS, INC.

CALPINE CALIFORNIA DEVELOPMENT COMPANY, LLC

CALPINE CALIFORNIA ENERGY FINANCE, LLC










 



 


CALPINE CALIFORNIA EQUIPMENT FINANCE COMPANY, LLC

CALPINE CALISTOGA HOLDINGS, LLC

CALPINE CENTRAL TEXAS GP, INC.

CALPINE CENTRAL, INC.

CALPINE CENTRAL, L.P.

CALPINE CENTRAL-TEXAS, INC.

CALPINE CHANNEL ENERGY CENTER GP, LLC

CALPINE CHANNEL ENERGY CENTER LP, LLC

CALPINE CLEAR LAKE ENERGY GP, LLC

CALPINE CLEAR LAKE ENERGY, LP

CALPINE COGENERATION CORPORATION

CALPINE CORPUS CHRISTI ENERGY GP, LLC

CALPINE CORPUS CHRISTI ENERGY, LP

CALPINE DECATUR PIPELINE, INC.

CALPINE DECATUR PIPELINE, L.P.

CALPINE DIGHTON, INC.

CALPINE EAST FUELS, INC.

CALPINE EASTERN CORPORATION

CALPINE ENERGY SERVICES HOLDINGS, INC.

CALPINE FINANCE COMPANY

CALPINE FREESTONE ENERGY GP, LLC

CALPINE FREESTONE ENERGY, LP

CALPINE FREESTONE, LLC

CALPINE FUELS CORPORATION

CALPINE GAS HOLDINGS, LLC

CALPINE GENERATING COMPANY, LLC

CALPINE GEYSERS COMPANY, L.P.

CALPINE GILROY 1, INC.

CALPINE GILROY 2, INC.

CALPINE GILROY COGEN, L.P.

CALPINE GLOBAL SERVICES COMPANY, INC.

CALPIRIE GORDONSVILLE GP HOLDINGS, LLC

CALPINE GORDONSVILLE LP HOLDINGS, LLC

CALPINE GORDONSVILLE, LLC

CALPINE GREENLEAF HOLDINGS, INC.

CALPINE GREENLEAF, INC.

CALPINE HIDALGO DESIGN, L.P.

CALPINE HIDALGO ENERGY CENTER, L.P.

CALPINE HIDALGO HOLDINGS, INC.

CALIPNE HIDALGO POWER GP, LLC

CALPINE HIDALGO POWER, LP

CALPINE HIDALGO, INC.

CALPINE INTERNATIONAL HOLDINGS, INC.

CALPINE INTERNATIONAL, LLC

CALPINE INVESTMENT HOLDINGS, LLC










 



 


CALPINE KENNEDY AIRPORT, INC.

CALPINE KENNEDY OPERATORS INC.

CALPINE KIA, INC.

CALPINE LEASING INC.

CALPINE LONG ISLAND, INC.

CALPINE LOST PINES OPERATIONS, INC.

CALPINC LOUISIANA PIPELINE COMPANY

CALPINE MAGIC VALLEY PIPELINE, INC.

CALPINE MONTEREY COGENERATION, INC.

CALPINE MVP, INC.

CALPINE NCTP GP, LLC

CALPINE NCTP, LP

CALPINE NORTHBROOK CORPORATION OF MAINE, INC.

CALPINE NORTHBROOK ENERGY HOLDING, LLC

CALPINE NORTHBROOK ENERGY, LLC

CALPINE NORTHBROOK HOLDINGS CORPORATION

CALPINE NORTHBROOK INVESTORS, LLC

CALPINE NORTHBROOK PROJECT HOLDINGS, LLC

CALPINE NORTHBROOK SERVICES, LLC

CALPINE NORTHBROOK SOUTHCOAST INVESTORS, LLC

CALPINE NTC, LP

CALPINE ONETA POWER I, LLC

CALPINE ONETA POWER II LLC

CALPINE ONETA POWER, L.P.

CALPINE OPERATIONS MANAGEMENT COMPANY, INC.

CALPINE PASTORIA HOLDINGS, LLC

CALPINE PHILADELPHIA, INC.

CALPINE PITTSBURG, LLC

CALPINE POWER COMPANY

CALPINE POWER EQUIPMENT LP

CALPINE POWER MANAGEMENT, INC.

CALPINE POWER MANAGEMENT, LP

CALPINE POWER, INC.

CALPINE POWERAMERICA, INC.

CALPINE POWERAMERICA — CA, LLC

CALPINE POWERAMERICA — CT, LLC

CALPINE POWERAMERICA — MA, LLC

CALPINE POWERAMERICA — ME, LLC

CALPINE POWERAMERICA — NH, LLC

CALPINE POWERAMERICA — NY, LLC

CALPINE POWERAMERICA — OR, LLC

CALPINE POWERAMERICA, LP










 



 


CALPINE PROJECT HOLDINGS, INC.

CALPINE PRYOR, INC.

CALPINE RUMFORD I, INC.

CALPINE RUMFORD, INC.

CALPINE SCHUYLKILL, INC.

CALPINE SISKIYOU GEOTHERMAL PARTNERS, L.P.

CALPINE SONORAN PIPELINE LLC

CALPINE STONY BROOK, INC.

CALPINE STONY BROOK OPERATORS, INC.

CALPINE STONY BROOK POWER MARKETING, LLC

CALPINE SUMAS, INC.

CALPINE TCCL HOLDINGS, INC.

CALPINE TEXAS PIPELINE GP, INC.

CALPINE TEXAS PIPELINE LP, INC.

CALPINE TEXAS PIPELINE, L.P.

CALPINE TIVERTON 1, INC.

CALPINE TIVERTON, INC.

CALPINE ULC I HOLDING, LLC

CALPINE UNIVERSITY POWER, INC.

CALPINE UNRESTRICTED FUNDING, LLC

CALPINE UNRESTRICTED HOLDINGS, LLC

CALPINE VAPOR, INC.

CARVILLE ENERGY LLC

CCFC DEVELOPMENT COMPANY, LLC

CCFC EQUIPMENT FINANCE COMPANY, LLC

CCFC PROJECT EQUIPMENT FINANCE COMPANY ONE, LLC

CES GP, LLC

CGC DIGHTON, LLC

CHANNEL ENERGY CENTER, LP

CHANNEL POWER GP, LLC

CHANNEL POWER, LP

CLEAR LAKE COGENERATION LIMITED PARTNERSHIP

COGENAMERICA ASIA INC.

COGENAMERICA PARLIN SUPPLY CORP.

COLUMBIA ENERGY LLC

CORPUS CHRISTI COGENERATION L.P.

CPN 3RD TURBINE, INC.

CPN ACADIA, INC.

CPN BERKS GENERATION, INC.

CPN BERKS, LLC

CPN BETHPAGE 3RD TURBINE, INC.

CPN CASCADE, INC.

CPN CLEAR LAKE, INC.

CPN DECATUR PIPELINE, INC.










 



 


CPN ENERGY SERVICES LP, INC.

CPN FREESTONE, LLC

CPN FUNDING, INC.

CPN MORRIS, INC.

CPN OXFORD, INC.

CPN PIPELINE COMPANY

CPN PLEASANT HILL OPERATING, LLC

CPN PLEASANT HILL, LLC

CPN POWER SERVICES GP, LLC

CPN POWER SERVICES, LP

CPN PRYOR FUNDING CORPORATION

CPN TELEPHONE FLAT, INC.

DECATUR ENERGY CENTER, LLC

DEER PARK POWER GP, LLC

DEER PARK POWER, LP

DELTA ENERGY CENTER, LLC

DIGHTON POWER ASSOCIATES LIMITED PARTNERSHIP

EAST ALTAMONT ENERGY CENTER, LLC

FOND DU LAC ENERGY CENTER, LLC

FONTANA ENERGY CENTER, LLC

FREESTONE POWER GENERATION, LP

GEC BETHPAGE INC.

GEOTHERMAL ENERGY PARTNERS LTD.

GEYSERS POWER COMPANY II, LLC

GEYSERS POWER COMPANY, LLC

GEYSERS POWER I COMPANY

GOLDENDALE ENERGY CENTER, LLC

HAMMOND ENERGY LLC

HILLABEE ENERGY CENTER, LLC

IDELWILD FUEL MANAGEMENT CORP.

JMC BETHPAGE, INC.

KIAC PARTNERS

LAKE WALES ENERGY CENTER, LLC

LAWRENCE ENERGY CENTER, LLC

LONE OAK ENERGY CENTER, LLC

LOS ESTEROS CRITICAL ENERGY FACILITY, LLC

LOS MEDANOS ENERGY CENTER LLC

MAGIC VALLEY GAS PIPELINE GP, LLC

MAGIC VALLEY GAS PIPELINE, LP

MAGIC VALLEY PIPELINE, L.P.

MEP PLEASANT HILL, LLC

MOAPA ENERGY CENTER, LLC

MOBILE ENERGY LLC

MODOC POWER, INC.

MORGAN ENERGY CENTER, LLC










 



 


MOUNT HOFFMAN GEOTHERMAL COMPANY, L.P.

MT. VERNON ENERGY LLC

NISSEQUOGUE COGEN PARTNERS

NORTHWEST COGENERATION, INC.

NTC FIVE, INC.

NTC GP, LLC

NUECES BAY ENERGY LLC

O.L.S. ENERGY-AGNEWS, INC.

ODYSSEY LAND ACQUISITION COMPANY

PAJARO ENERGY CENTER, LLC

PASTORIA ENERGY CENTER, LLC

PASTORIA ENERGY FACILITY, LLC

PHILADELPHIA BIOGAS SUPPLY, INC.

PHIPPS BEND ENERGY CENTER, LLC

PINE BLUFF ENERGY, LLC

POWER INVESTORS, L.L.C.

QUINTANA CANADA HOLDINGS, LLC

ROCKGEN ENERGY LLC

RUMFORD POWER ASSOCIATES LIMITED PARTNERSHIP

RUSSELL CITY ENERGY CENTER, LLC

SAN JOAQUIN VALLEY ENERGY CENTER, LLC

SILVERADO GEOTHERMAL RESOURCES, INC.

SKIPANON NATURAL GAS, LLC

SOUTH POINT ENERGY CENTER, LLC

SOUTH POINT HOLDINGS, LLC

STONY BROOK COGENERATION, INC.

STONY BROOK FUEL MANAGEMENT CORP.

SUTTER DRYERS, INC.

TBG COGEN PARTNERS

TEXAS CITY COGENERATION, L.P.

TEXAS COGENERATION COMPANY

TEXAS COGENERATION FIVE, INC.

TEXAS COGENERATION ONE COMPANY

THERMAL POWER COMPANY

TIVERTON POWER ASSOCIATES LIMITED PARTNERSHIP

TOWANTIC ENERGY, L.L.C.

VEC HOLDINGS, LLC

VENTURE ACQUISITION COMPANY

VINEYARD ENERGY CENTER, LLC

WAWAYANDA ENERGY CENTER, LLC

WHATCOM COGENERATION PARTNERS, L.P.

ZION ENERGY LLC










 



 

	 	 	 	 	 
	 	 	 
	 	By:  	                            /s/ Robert E. Fishman
 	 
	 	 	Name:  	Robert E. Fishman 	 
	 	 	Title:  	Vice President 	 
	 











 



 

	 	 	 	 	 
	 	POWER SYSTEMS MFG., LLC

 	 
	 	By:  	          /s/ Charles B. Clark, Jr.
 	 
	 	 	Name:  	Charles B. Clark, Jr. 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CALPINE CONSTRUCTION MANAGEMENT

COMPANY, INC.

CALPINE OPERATING SERVICES COMPANY, INC.

CALPINE POWER SERVICES, INC.

NEWSOUTH ENERGY LLC

THMASSEN TURBINE SYSTEMS AMERICA, INC.

 	 
	 	By:  	          /s/ Eric N. Pryor
 	 
	 	 	Name:  	Eric N. Pryor 	 
	 	 	Title:  	Sr. Vice President 	 
	 
	 	CALPINE ENERGY SERVICES, LP

CALPINE PRODUCER SERVICES, L.P.

CPN ENERGY SERVICES GP, INC.

 	 
	 	By:  	          /s/ Thomas N. May
 	 
	 	 	Name:  	Thomas N. May 	 
	 	 	Title:  	President 	 
	 











 



 

	 	 	 	 	 
	 	AGENTS AND LENDERS: 


DEUTSCHE BANK TRUST COMPANY AMERICAS, as an
Administrative Agent and as a Lender

 	 
	 	By:  	          /s/ Marcus M. Tarkington
 	 
	 	 	Name:  	Marcus M. Tarkington 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                      /s/ Paul O’Leary
 	 
	 	 	Name:  	Paul O’Leary 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as an 

Administrative Agent and as a Lender

 	 
	 	By:  	          /s/ Thomas R. Cantello
 	 
	 	 	Name:  	Thomas R. Cantello 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                       /s/ Laurence Lapeyre
 	 
	 	 	Name:  	Laurence Lapeyre 	 
	 	 	Title:  	Associate 	 
	 
	 	Evergreen CBNA Loan Funding, LLC, as a Lender 

 	 
	 	By:  	          /s/ Molly Walter
 	 
	 	 	Name:  	Molly Walter 	 
	 	 	Title:  	Attorney-in-Fact 	 










 



 

	 	 	 	 	 



	 	 	 	 	 
	 	Malibu CBNA Loan Funding, LLC, for itself or as 

agent for Malibu CFPI Loan Funding LLC, as a Lender

 	 
	 	By:  	          /s/ Molly Walter
 	 
	 	 	Name:  	Molly Walter 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	PINEHURST TRADING, INC., 

as a Lender

 	 
	 	By:  	
          /s/ Christina L. Ramseur
 	 
	 	 	Name:  	Christina L. Ramseur 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	Saturn Trust 

By: AIG Global Investment Corp.,

its Investment Advisor, as a Lender

 	 
	 	By:  	          /s/ Steven S. Oh
 	 
	 	 	Name:  	Steven S. Oh 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Saturn CLO Ltd. 

By: AIG Global Investment Corp.,

its Collateral Manager, as a Lender

 	 
	 	By:  	          /s/ Steven S. Oh
 	 
	 	 	Name:  	Steven S. Oh 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Galaxy CLO 2003-1, Ltd. 

By: AIG Global Investment Corp.,

its Collateral Manager, as a Lender

 	 
	 	By:  	          /s/ Steven S. Oh
 	 
	 	 	Name:  	Steven S. Oh 	 
	 	 	Title:  	Managing Director 	 
	 











 



 

	 	 	 	 	 
	 	Galaxy III CLO, Ltd. 

By: AIG Global Investment Corp.,

its Collateral Manager, as a Lender

 	 
	 	By:  	          /s/ Steven S. Oh
 	 
	 	 	Name:  	Steven S. Oh 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Galaxy IV CLO, LTD 

By: AIG Global Investment Corp.,

its Collateral Manager, as a Lender

 	 
	 	By:  	          /s/ Steven S. Oh
 	 
	 	 	Name:  	Steven S. Oh 	 
	 	 	Title:  	Managing Director 	 
	 
	 	SunAmerica Life Insurance Company 

By: AIG Global Investment Corp.,

its Investment Advisor, as a Lender

 	 
	 	By:  	          /s/ Steven S. Oh
 	 
	 	 	Name:  	Steven S. Oh 	 
	 	 	Title:  	Managing Director 	 
	 
	 	AIG SunAmerica Life Assurance Company 

By: AIG Global Investment Corp.,

its Investment Advisor, as a Lender

 	 
	 	By:  	          /s/ Steven S. Oh
 	 
	 	 	Name:  	Steven S. Oh 	 
	 	 	Title:  	Managing Director 	 
	 
	 	American International Group, Inc. 

By: AIG Global Investment Corp.,

its Investment Advisor, as a Lender

 	 
	 	By:  	          /s/ Steven S. Oh
 	 
	 	 	Name:  	Steven S. Oh 	 
	 	 	Title:  	Managing Director 	 
	 











 



 

	 	 	 	 	 
	 	AIG Bank Loan Fund Ltd. 

By: AIG Global Investment Corp.,

its Investment Manager, as a Lender

 	 
	 	By:  	          /s/ Steven S. Oh
 	 
	 	 	Name:  	Steven S. Oh 	 
	 	 	Title:  	Managing Director 	 
	 
	 	SunAmerica Senior Floating Rate Fund, Inc. 

By: AIG Global Investment Corp.,

its Investment Sub-Advisor, as a Lender

 	 
	 	By:  	          /s/ Steven S. Oh
 	 
	 	 	Name:  	Steven S. Oh 	 
	 	 	Title:  	Managing Director 	 
	 
	 	LANDMARK VII CDO LTD 

By: Aladdin Capital Management LLC, as Manager

 	 
	 	By:  	          /s/ Angela Bozorgmir
 	 
	 	 	Name:  	Angela Bozorgmir 	 
	 	 	Title:  	Director 	 
	 
	 	LANDMARK VIII CDO LTD 

By: Aladdin Capital Management LLC, as Manager

 	 
	 	By:  	          /s/ Angela Bozorgmir
 	 
	 	 	Name:  	Angela Bozorgmir 	 
	 	 	Title:  	Director 	 
	 
	 	Pacifica CDO VI, LTD 

as a Lender

 	 
	 	By:  	          /s/ Peanie Wang
 	 
	 	 	Name:  	Peanie Wang 	 
	 	 	Title:  	Senior Vice President 	 
	 











 



 

	 	 	 	 	 
	 	Alcentra Warehouse, LTD 

as a Lender

 	 
	 	By:  	          /s/ Peanie Wang
 	 
	 	 	Name:  	Peanie Wang 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	Pacifica CDO II, LTD 

as a Lender

 	 
	 	By:  	          /s/ Peanie Wang
 	 
	 	 	Name:  	Peanie Wang 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	Pacifica CDO VI, LTD 

as a Lender

 	 
	 	By:  	          /s/ Peanie Wang
 	 
	 	 	Name:  	Peanie Wang 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	Alcentra Warehouse, LTD 

as a Lender

 	 
	 	By:  	          /s/ Peanie Wang
 	 
	 	 	Name:  	Peanie Wang 	 
	 	 	Title:  	Senior Vice President 	 
	 











 



 

	 	 	 	 	 
	 	AIMCO CLO, SERIES 2005-A 

as a Lender

 	 
	 	By:  	          /s/ Robert B. Bodett
 	 
	 	 	Name:  	Robert B. Bodett 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	By:  	                       /s/ David Walsh
 	 
	 	 	Name:  	David Walsh 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	ANDOVER CAPITAL 

as a Lender

 	 
	 	By:  	          /s/ M. Tucker
 	 
	 	 	Name:  	Andover Cap – M. Tucker 	 
	 	 	Title:  	PM 	 
	 
	 	AG ALPHA CREDIT MASTER LTD. 

as a Lender

 	 
	 	By:  	          /s/ Michael Gordon
 	 
	 	 	Name:  	Michael Gordon 	 
	 	 	Title:  	COO 	 
	 
	 	Azure Funding North America I 

as a Lender

 	 
	 	By:  	          /s/ Daniel Schrupp
 	 
	 	 	Name:  	Daniel Schrupp 	 
	 	 	Title:  	Senior Portfolio Manager 	 










 



 

	 	 	 	 	 




	 	 	 	 	 	 	 
	 	 	ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD.	 	 
	 
	 	 	 	 	 	 
	 

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

Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Ares Enhanced Loan GP II, LLC,

Its General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	          /s/ Seth J. Brufsky	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Seth J. Brufsky	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Ares X CLO Ltd.	 	 
	 
	 	 	 	 	 	 
	 

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

Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Ares CLO GP X, LLC,

Its General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	          /s/ Seth J. Brufsky	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Seth J. Brufsky	 	 
	 

	 	 	 	Title: Vice President	 	 












 



 


	 	 	 	 	 	 	 
	 	 	ARES HR CLO Ltd.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Ares CLO Management IIR, L.P.

Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Ares CLO GP IIR, LLC,

Its General Partner	 	 






	 	 	 	 	 
	 	as a Lender

 	 
	 	By:  	          /s/ Seth J. Brufsky
 	 
	 	 	Name:  	Seth J. Brufsky 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 	 	 
	 	 	Ares VR CLO Ltd.	 	 
	 
	 	 	 	 	 	 
	 

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

Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Ares CLO GP VR, LLC,

Its General Partner	 	 






	 	 	 	 	 
	 	as a Lender

 	 
	 	By:  	          /s/ Seth J. Brufsky
 	 
	 	 	Name:  	Seth J. Brufsky 	 
	 	 	Title:  	Vice President 	 
	 










 



 


	 	 	 	 	 	 	 
	 	 	Ares VIR CLO Ltd.	 	 
	 
	 	 	 	 	 	 
	 

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

Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Ares CLO GP VIR, LLC,

Its General Partner	 	 






	 	 	 	 	 
	 	as a Lender

 	 
	 	By:  	          /s/ Seth J. Brufsky
 	 
	 	 	Name:  	Seth J. Brufsky 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 	 	 
	 	 	Ares VIII CLO Ltd.	 	 
	 
	 	 	 	 	 	 
	 

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

Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Ares CLO GP VIII, LLC,

Its General Partner	 	 






	 	 	 	 	 
	 	as a Lender

 	 
	 	By:  	          /s/ Seth J. Brufsky
 	 
	 	 	Name:  	Seth J. Brufsky 	 
	 	 	Title:  	Vice President 	 
	 










 



 


	 	 	 	 	 	 	 
	 	 	Ares IX CLO Ltd.	 	 
	 
	 	 	 	 	 	 
	 

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

Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Ares CLO GP IX, LLC,

Its General Partner	 	 






	 	 	 	 	 
	 	as a Lender

 	 
	 	By:  	          /s/ Seth J. Brufsky
 	 
	 	 	Name:  	Seth J. Brufsky 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 

	 	CONFLUENT 2 LIMITED
	 	 
	 
	 	 	 	 
	 

	 	By: Ares Private Account Management I, L.P., as
Sub-Manager	 	 
	 
	 	 	 	 
	 

	 	By: Ares Private Account Management I GP, LLC, as

General Partner	 	 
	 
	 	 	 	 
	 

	 	By:Ares Management LLC, as Manager	 	 






	 	 	 	 	 
	 	as a Lender

 	 
	 	By:  	          /s/ Seth J. Brufsky
 	 
	 	 	Name:  	Seth J. Brufsky 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 	 	 
	 	 	ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD.	 	 
	 
	 	 	 	 	 	 
	 

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

Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Ares Enhanced Loan GP, LLC,

Its General Partner	 	 






	 	 	 	 	 
	 	as a Lender

 	 
	 	By:  	          /s/ Seth J. Brufsky
 	 
	 	 	Name:  	Seth J. Brufsky 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	AVENUE CLO II, LIMITED 

as a Lender

 	 
	 	By:  	          /s/ Richard D’Addario
 	 
	 	 	Name:  	Richard D’Addario 	 
	 	 	Title:  	Senior Portfolio Manager 	 
	 



	 	 	 	 	 
	 	AVENUE CLO III, LIMITED 

as a Lender

 	 
	 	By:  	          /s/ Richard D’Addario
 	 
	 	 	Name:  	Richard D’Addario 	 
	 	 	Title:  	Senior Portfolio Manager 	 
	 




 









 





	 	 	 	 	 
	 	Sankaty Advisors, LLC as Collateral Manager for 

Loan Funding XI LLC, as Term Lender



as a Lender

 	 
	 	By:  	          /s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer
Assistant Secretary 	 
	 
	 	Sankaty High Yield Partners, III, L.P. 



as a Lender

 	 
	 	By:  	          /s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer
Assistant Secretary 	 
	 
	 	LOAN FUNDING IX LLC, for itself or as agent for 

Corporate Loan Funding IX LLC

By: INVESCO Senior Secured Management, Inc., as

Portfolio Manager

 	 
	 	By:  	          /s/ Angela Gambardella
 	 
	 	 	Name:  	Angela Gambardella 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Sankaty High Yield Partners, II, L.P. 



as a Lender

 	 
	 	By:  	          /s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer
Assistant Secretary 	 
	 




 









 





	 	 	 	 	 
	 	Sankaty Advisors, LLC as Collateral Manager for 

Race Point III CLO, Limited, as Term Lender



as a Lender

 	 
	 	By:  	          /s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer
Assistant Secretary 	 
	 
	 	KATONAH V, LTD. 

By: INVESCO Senior Secured Management, Inc., as

Investment Manager

 	 
	 	By:  	          /s/ Angela Gambardella
 	 
	 	 	Name:  	Angela Gambardella 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Sankaty Advisors, LLC as Collateral Manager for 

Race Point CLO, Limited, as Term Lender



as a Lender

 	 
	 	By:  	          /s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer
Assistant Secretary 	 
	 
	 	Sankaty Advisors, LLC as Collateral Manager for 

Prospect Funding I, LLC as Term Lender



as a Lender

 	 
	 	By:  	          /s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer
Assistant Secretary 	 
	 




 









 





	 	 	 	 	 
	 	Katonah III, Ltd. by Sankaty Advisors, LLC as 

Sub-Advisors



as a Lender

 	 
	 	By:  	          /s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer
Assistant Secretary 	 
	 
	 	RAINTREE TRADING LLC 

as a Lender

 	 
	 	By:  	          /s/ Christina L. Ramseur
 	 
	 	 	Name:  	Christina L. Ramseur 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	WATERVILLE FUNDING LLC 

as a Lender

 	 
	 	By:  	          /s/ Christina L. Ramseur
 	 
	 	 	Name:  	Christina L. Ramseur 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	BANK OF AMERICA, N.A. 

as a Lender

 	 
	 	By:  	          /s/ Jonathan M. Barnes
 	 
	 	 	Name:  	Jonathan M. Barnes 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	BAYERISCHE LANDESBANK, as Joint Second Priority 

Documentation Agent and Lender

 	 
	 	By:  	          /s/ Georgina Fiordalisi
 	 
	 	 	Name:  	Georgina Fiordalisi 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                       /s/ Donna M. Quilty
 	 
	 	 	Name:  	Donna M. Quilty 	 
	 	 	Title:  	Vice President 	 
	 
	 	BEAR STEARNS INVESTMENT PRODUCTS, INC. 

as a Lender

 	 
	 	By:  	          /s/ Jonathan Weiss
 	 
	 	 	Name:  	Jonathan Weiss 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	BLACK DIAMOND INTERNATIONAL FUNDING,
LTD., as advised by BLACK DIAMOND CAPITAL MANAGEMENT L.L.C. 
as a Lender

 	 
	 	By:  	          /s/ Alan Corkish
 	 
	 	 	Name:  	Alan Corkish 	 
	 	 	Title:  	Director 	 
	 
	 	BDC Finance LLC 

By: Black Diamond Capital Management, L.L.C., as its

Investment Manager

as a Lender

 	 
	 	By:  	          /s/ Stephen H. Deckoff
 	 
	 	 	Name:  	Stephen H. Deckoff 	 
	 	 	Title:  	Managing Principal

Black Diamond Capital Management, L.L.C. 	 
	 




 









 





	 	 	 	 	 
	 	BLACK DIAMOND CLO 2006-1 (CAYMAN) LTD. 

By: Black Diamond Capital Management, L.L.C., as its

Collateral Manager

as a Lender

 	 
	 	By:  	          /s/ Stephen H. Deckoff
 	 
	 	 	Name:  	Stephen H. Deckoff 	 
	 	 	Title:  	Managing Principal

Black Diamond Capital Management, L.L.C. 	 
	 
	 	BLACK DIAMOND CLO 2005-2 LTD. 

By: Black Diamond CLO 2005-2 Adviser, L.L.C., as its

Collateral Manager

as a Lender

 	 
	 	By:  	          /s/ Stephen H. Deckoff
 	 
	 	 	Name:  	Stephen H. Deckoff 	 
	 	 	Title:  	Managing Principal

Black Diamond Capital Management, L.L.C. 	 
	 
	 	BLACK DIAMOND CLO 2005-1 LTD. 

By: Black Diamond CLO 2005-1 Adviser, L.L.C., as its

Collateral Manager

as a Lender

 	 
	 	By:  	          /s/ Stephen H. Deckoff
 	 
	 	 	Name:  	Stephen H. Deckoff 	 
	 	 	Title:  	Managing Principal

Black Diamond Capital Management, L.L.C. 	 
	 
	 	BlueMountain CLO Ltd 

as a Lender

 	 
	 	By:  	          /s/ Kimberly Rena
 	 
	 	 	Name:  	Kimberly Rena 	 
	 	 	Title:  	Associate 	 
	 




 









 





	 	 	 	 	 
	 	DUNES FUNDING LLC 

as a Lender

 	 
	 	By:  	          /s/ Christina L. Ramseur
 	 
	 	 	Name:  	Christina L. Ramseur 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	Carlyle Loan Investment, Ltd. 

as a Lender

 	 
	 	By:  	          /s/ Linda Pace
 	 
	 	 	Name:  	Linda Pace 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CITIBANK, N.A., 

as a Lender

 	 
	 	By:  	          /s/ Alicia Beal
 	 
	 	 	Name:  	Alicia Beal 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	CF Special Situation Fund I LP 

as a Lender

 	 
	 	By:  	          /s/ Ryan R. Crane
 	 
	 	 	Name:  	Ryan R. Crane 	 
	 	 	Title:  	Partner 	 
	 
	 	JUPITER LOAN FUNDING LLC 

as a Lender

 	 
	 	By:  	          /s/ Christina L. Ramseur
 	 
	 	 	Name:  	Christina L. Ramseur 	 
	 	 	Title:  	Assistant Vice President 	 
	 




 









 





	 	 	 	 	 
	 	FALL CREEK CLO, LTD. 

as a Lender

 	 
	 	By:  	          /s/ ThomasN. Davis
 	 
	 	 	Name:  	Thomas N. Davis 	 
	 	 	Title:  	Authorized Signor 	 
	 
	 	EAGLE CREEK CLO, LTD. 

as a Lender

 	 
	 	By:  	          /s/ ThomasN. Davis
 	 
	 	 	Name:  	Thomas N. Davis 	 
	 	 	Title:  	Authorized Signor 	 
	 
	 	MADISON PARK FUNDING II 

as a Lender

 	 
	 	By:  	          /s/ Linda R. Karn
 	 
	 	 	Name:  	Linda R. Karn 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CASTLE FUNDING II 

as a Lender

 	 
	 	By:  	          /s/ Linda R. Karn
 	 
	 	 	Name:  	Linda R. Karn 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Atrium V 

as a Lender

 	 
	 	By:  	          /s/ Linda R. Karn
 	 
	 	 	Name:  	Linda R. Karn 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	Atrium III 

as a Lender

 	 
	 	By:  	          /s/ Linda R. Karn
 	 
	 	 	Name:  	Linda R. Karn 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Atrium CDO 

as a Lender

 	 
	 	By:  	          /s/ Linda R. Karn
 	 
	 	 	Name:  	Linda R. Karn 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CSAM Funding IV 

as a Lender

 	 
	 	By:  	          /s/ Linda R. Karn
 	 
	 	 	Name:  	Linda R. Karn 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CSAM Funding III 

as a Lender

 	 
	 	By:  	          /s/ Linda R. Karn
 	 
	 	 	Name:  	Linda R. Karn 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CSAM Funding II 

as a Lender

 	 
	 	By:  	          /s/ Linda R. Karn
 	 
	 	 	Name:  	Linda R. Karn 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	CSAM Funding I 

as a Lender

 	 
	 	By:  	          /s/ Linda R. Karn
 	 
	 	 	Name:  	Linda R. Karn 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CREDIT SUISSE CAPITAL LLC 

as a Lender

 	 
	 	By:  	          /s/ Robert Healey
 	 
	 	 	Name:  	Robert Healey 	 
	 	 	Title:  	Director 	 
	 
	 	Credit Suisse, Cayman Islands Branch, 

as a Lender

 	 
	 	By:  	          /s/ Thomas R. Cantello
 	 
	 	 	Name:  	Thomas R. Cantello 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                     /s/ Laurence Lapeyre
 	 
	 	 	Name:  	Laurence Lapeyre 	 
	 	 	Title:  	Associate 	 
	 
	 	Atlas Loan Funding (Hartford), LLC 

By: Atlas Capital Funding, Ltd.

By: Structured Asset Investors, LLC

Its Investment Manager

as a Lender

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




 









 





	 	 	 	 	 
	 	Classica Cayman B.D. Limited 

as a Lender

 	 
	 	By:  	          /s/ Ryan Flohre
 	 
	 	 	Name:  	Ryan Flohre 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	By:  	                        /s/ Brian Schneider
 	 
	 	 	Name:  	Brian Schneider 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CREDIT SUISSE LOAN FUNDING LLC 

as a Lender

 	 
	 	By:  	          /s/ Barry Zamore
 	 
	 	 	Name:  	Barry Zamore 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 

	 	 /s/ Vikram Natarajan

Vikram Natarajan

Director
	 	 






	 	 	 	 	 
	 	CYPRESSTREE CLAIF FUNDING LLC 

as a Lender

 	 
	 	By:  	          /s/ Christina L. Ramseur
 	 
	 	 	Name:  	Christina L. Ramseur 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	DURHAM ACQUISITION CO. LLC 

as a Lender

 	 
	 	By:  	          /s/ Christopher M. Mackey
 	 
	 	 	Name:  	Christopher M. Mackey 	 
	 	 	Title:  	Managing Principal 	 
	 




 









 





	 	 	 	 	 
	 	CREDIT GENESIS CLO 2005-1 

as a Lender

 	 
	 	By:  	          /s/ Christopher M. Mackey
 	 
	 	 	Name:  	Christopher M. Mackey 	 
	 	 	Title:  	Managing Principal 	 
	 
	 	EAST WEST BANK, as a Lender 

 	 
	 	By:  	          /s/ Nancy A. Moore
 	 
	 	 	Name:  	Nancy A. Moore 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	Eaton Vance Credit 

Opportunities Fund

By: Eaton Vance Management

As Investment Advisor

as a Lender

 	 
	 	By:  	          /s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 
	 	GRAYSON & CO. 

BY: BOSTON MANAGEMENT AND RESEARCH

AS INVESTMENT ADVISOR

as a Lender

 	 
	 	By:  	          /s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 

	 	EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

BY: EATON VANCE MANAGEMENT

AS INVESTMENT ADVISOR

as a Lender
	 	 






 









 





	 	 	 	 	 
	 	 	 
	 	By:  	                       /s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	EATON VANCE CREDIT OPPORTUNITIES FUND 

BY: EATON VANCE MANAGEMENT

AS INVESTMENT ADVISOR

as a Lender

 	 
	 	By:  	          /s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 
	 	SENIOR DEBT PORTFOLIO 

BY: BOSTON MANAGEMENT AND RESEARCH

AS INVESTMENT ADVISOR

as a Lender

 	 
	 	By:  	          /s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	EATON VANCE INSTITUTIONAL SENIOR LOAN FUND 

BY: EATON VANCE MANAGEMENT

AS INVESTMENT ADVISOR

as a Lender

 	 
	 	By:  	          /s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 
	 	SENIOR DEBT PORTFOLIO 

BY: BOSTON MANAGEMENT AND RESEARCH

AS INVESTMENT ADVISOR

as a Lender

 	 
	 	By:  	          /s/ Michael B. Botthof
 	 
	 	 	Name:  	Michael B. Botthof 	 
	 	 	Title:  	Vice President 	 
	 
	 	Erste Bank de Oestenreichischen Sparkassen AG 

as a Lender

 	 
	 	By:  	          /s/ Brian J. Lynch
 	 
	 	 	Name:  	Brian J. Lynch 	 
	 	 	Title:  	1st Vice President 	 
	 
	 	 	 
	 	By:  	            /s/ Patrick W. Kunkel
 	 
	 	 	Name:  	Patrick W. Kunkel 	 
	 	 	Title:  	Director 	 
	 




 









 





	 	 	 	 	 
	 	TRS FORE LLC 

and as a Lender


By: Deutsche Bank AG New York Branch, its sole member

By: DB Services New Jersey, Inc.

 	 
	 	By:  	          /s/ Alice L. Wagner
 	 
	 	 	Name:  	Alice L. Wagner 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                        /s/ Deborah O’Keefe
 	 
	 	 	Name:  	Deborah O’Keefe 	 
	 	 	Title:  	Vice President 	 
	 
	 	FORE LEVERAGED LOAN OPPORTUNITY FUND, LTD 

as a Lender

 	 
	 	By:  	          /s/ Mel Gao
 	 
	 	 	Name:  	Mel Gao 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	FORE CONVERTIBLE MASTER FUND, LTD 

as a Lender

 	 
	 	By:  	          /s/ Mel Gao
 	 
	 	 	Name:  	Mel Gao 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	FORE ERISA FUND, LTD 

as a Lender

 	 
	 	By:  	          /s/ Mel Gao
 	 
	 	 	Name:  	Mel Gao 	 
	 	 	Title:  	Assistant Secretary 	 
	 




 









 





	 	 	 	 	 
	 	FORE MULTI STRATEGY MASTER FUND, LTD 

as a Lender

 	 
	 	By:  	          /s/ Mel Gao
 	 
	 	 	Name:  	Mel Gao 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	FORTRESS PORTFOLIO TRUST

By: Four Corners Capital Management, LLC

As Investment Manager

 	 
	 	By:  	          /s/ Kapil Singh
 	 
	 	 	Name:  	Kapil Singh, CFA 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	FORTRESS CREDIT FUNDING III LP 

as a Lender

 	 
	 	By:  	          /s/ Glenn P. Cummins
 	 
	 	 	Name:  	Glenn P. Cumminso 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	Fortress Credit Investments I LTD 

as a Lender

 	 
	 	By:  	          /s/ Constantine Dakolias
 	 
	 	 	Name:  	Constantine Dakolias 	 
	 	 	Title:  	Chief Credit Officer 	 
	 
	 	Fortress Credit Investments II LTD 

as a Lender

 	 
	 	By:  	          /s/ Constantine Dakolias
 	 
	 	 	Name:  	Constantine Dakolias 	 
	 	 	Title:  	Chief Credit Officer 	 
	 




 









 





	 	 	 	 	 
	 	Fortress Credit Funding II LP 

as a Lender

 	 
	 	By:  	          /s/ Glenn P. Cummins
 	 
	 	 	Name:  	Glenn P. Cummins 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	MAN MAC I LIMITED 

as a Lender

 	 
	 	By:  	          /s/ Mel Gao
 	 
	 	 	Name:  	Mel Gao 	 
	 	 	Title:  	Assistant Secretary 	 
	 



	 	 	 	 	 
	 	FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II

By: Four Corners Capital Management, LLC

As Sub-Advisor

 	 
	 	By:  	          /s/ Kapil Singh
 	 
	 	 	Name:  	Kapil Singh, CFA 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	AUGUSTA TRADING LLC 

as a Lender

 	 
	 	By:  	          /s/ Christina L. Ramseur
 	 
	 	 	Name:  	Christina L. Ramseur 	 
	 	 	Title:  	Assistant Vice President 	 
	 




 









 





	 	 	 	 	 
	 	KNIGHT CBNA LOAN FUNDING 

KNIGHT CFPI LOAN FUNDING LLC



Knight CBNA Loan Funding LLC, for itself or as Agent

for Knight CFPI Loan Funding LLC

 	 
	 	By:  	          /s/ Adam Lehnertz
 	 
	 	 	Name:  	Adam Lehnertz 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	SECURITY INCOME FUND-INCOME OPPORTUNITY SERIES 

By: Four Corners Capital Management, LLC

As Sub-Advisor

 	 
	 	By:  	          /s/ Kapil Singh
 	 
	 	 	Name:  	Kapil Singh, CFA 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	FOUR CORNERS CLO 2005-1, Ltd. 

By: Four Corners Capital Management, LLC

As Collateral Manager

 	 
	 	By:  	          /s/ Kapil Singh
 	 
	 	 	Name:  	Kapil Singh, CFA 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	Grand Central Asset Trust, KMT Series 

as a Lender

 	 
	 	By:  	          /s/ Molly Walter
 	 
	 	 	Name:  	Molly Walter 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 




 









 





	 	 	 	 	 
	 	Grand Central Asset Trust, BAS Series 

as a Lender

 	 
	 	By:  	          /s/ Molly Walter
 	 
	 	 	Name:  	Molly Walter 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	TRS ARIA LLC 

By: Deutsche Bank AG New York Branch, its Sole Member

By: DB Services New Jersey, Inc.

as a Lender

 	 
	 	By:  	          /s/ Deirdre Whorton
 	 
	 	 	Name:  	Deirdre Whorton 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	 	 
	 	By:  	                     /s/ Alice L. Wagner
 	 
	 	 	Name:  	Alice L. Wagner 	 
	 	 	Title:  	Vice President 	 
	 
	 	DEUTSCHE BANK AG, NEW YORK BRANCH 

as a Lender

 	 
	 	By:  	          /s/ Marcus M. Tarkington
 	 
	 	 	Name:  	Marcus M. Tarkington 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                 /s/ Paul O’Leary
 	 
	 	 	Name:  	Paul O’Leary 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II

By: Four Corners Capital Management, LLC

As Sub-Advisor

 	 
	 	By:  	          /s/ Kapil Singh
 	 
	 	 	Name:  	Kapil Singh, CFA 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	FORTRESS PORTFOLIO TRUST 

By: Four Corners Capital Management, LLC

As Investment Manager

 	 
	 	By:  	          /s/ Kapil Singh
 	 
	 	 	Name:  	Kapil Singh, CFA 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND

By: Four Corners Capital Management, LLC

As Sub-Advisor

 	 
	 	By:  	          /s/ Kapil Singh
 	 
	 	 	Name:  	Kapil Singh, CFA 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	SECURITY INCOME FUND-INCOME OPPORTUNITY SERIES 

By: Four Corners Capital Management, LLC

As Sub-Advisor

 	 
	 	By:  	          /s/ Kapil Singh
 	 
	 	 	Name:  	Kapil Singh, CFA 	 
	 	 	Title:  	Senior Vice President 	 
	 




 









 





	 	 	 	 	 
	 	MACQUARIE/FIRST TRUST GLOBAL 

INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND

By: Four Corners Capital Management, LLC

As Sub-Advisor

 	 
	 	By:  	          /s/ Kapil Singh
 	 
	 	 	Name:  	Kapil Singh, CFA 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	FOUR CORNERS CLO 2005-1, Ltd. 

By: Four Corners Capital Management, LLC

As Collateral Manager

 	 
	 	By:  	          /s/ Kapil Singh
 	 
	 	 	Name:  	Kapil Singh, CFA 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	MACQUARIE/FIRST TRUST GLOBAL 

INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND

By: Four Corners Capital Management, LLC

As Sub-Advisor

 	 
	 	By:  	          /s/ Kapil Singh
 	 
	 	 	Name:  	Kapil Singh, CFA 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND

By: Four Corners Capital Management, LLC

As Sub-Advisor

 	 
	 	By:  	          /s/ Kapil Singh
 	 
	 	 	Name:  	Kapil Singh, CFA 	 
	 	 	Title:  	Senior Vice President 	 
	 




 









 





	 	 	 	 	 
	 	Four Corners CLO II, LTD. 

as a Lender

 	 
	 	By:  	          /s/ Adam Lehnertz
 	 
	 	 	Name:  	Adam Lehnertz 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	Freestyle Special Opportunities Master Fund, Ltd. 

as a Lender

 	 
	 	By:  	          /s/ Adrian MacKay
 	 
	 	 	Name:  	Adrian MacKay 	 
	 	 	Title:  	Managing Member of Freestyle Fund
Services Company LLC, Investment
Manager 	 
	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION, as 

Sub-Agent, Joint First Priority Documentation Agent,

Joint Second Priority Documentation Agent and Lender

 	 
	 	By:  	          /s/ Ali Mirza
 	 
	 	 	Name:  	Ali Mirza 	 
	 	 	Title:  	Duly Authorized Signatory 	 
	 
	 	Global Leveraged Capital Credit Opportunity Fund I

as a Lender





Global Leveraged Capital Management, LLC, as

Collateral Manager

 	 
	 	By:  	          /s/ Andy Cai
 	 
	 	 	Name:  	Andy Cai 	 
	 	 	Title:  	Analyst 	 
	 




 









 





	 	 	 	 	 
	 	Citi GoldenTree Ltd. 

By: GoldenTree Asset Management, LP

as a Lender

 	 
	 	By:  	          /s/ Karen A. Weber
 	 
	 	 	Name:  	Karen A. Weber 	 
	 	 	Title:  	Director, Bank Debt 	 
	 
	 	GoldenTree 2004 Trust 

By: GoldenTree Asset Management, LP

as a Lender

 	 
	 	By:  	          /s/ Karen A. Weber
 	 
	 	 	Name:  	Karen A. Weber 	 
	 	 	Title:  	Director, Bank Debt 	 
	 
	 	GoldenTree Credit Opportunities Financing II, Limited

By: GoldenTree Asset Management, LP

as a Lender

 	 
	 	By:  	          /s/ Karen A. Weber
 	 
	 	 	Name:  	Karen A. Weber 	 
	 	 	Title:  	Director, Bank Debt 	 
	 
	 	GoldenTree Credit Opportunities Financing I, Limited

By: GoldenTree Asset Management, LP

as a Lender

 	 
	 	By:  	          /s/ Karen A. Weber
 	 
	 	 	Name:  	Karen A. Weber 	 
	 	 	Title:  	Director, Bank Debt 	 
	 




 









 





	 	 	 	 	 
	 	GoldenTree MultiStrategy Financing, Ltd 

By: GoldenTree Asset Management, LP

as a Lender

 	 
	 	By:  	          /s/ Karen A. Weber
 	 
	 	 	Name:  	Karen A. Weber 	 
	 	 	Title:  	Director, Bank Debt 	 
	 
	 	Greenwich International, Ltd. 

as a Lender

 	 
	 	By:  	          /s/ Kevin Cavanaugh
 	 
	 	 	Name:  	Kevin Cavanaugh 	 
	 	 	Title:  	SVP 	 
	 
	 	The Hartford Mutual Funds, Inc. on behalf of the 

Hartford Floating Rate Fund by Hartford Investment

Management Company, its sub-advisor, as a lender

 	 
	 	By:  	          /s/ John P. Connor
 	 
	 	 	Name:  	John P. Connor 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	STANWICH LOAN FUNDING LLC 

as a Lender

 	 
	 	By:  	          /s/ Christina L. Ramseur
 	 
	 	 	Name:  	Christina L. Ramseur 	 
	 	 	Title:  	Assistant Vice President 	 
	 




 









 





	 	 	 	 	 
	 	Stedman CBNA Loan Funding LLC, for itself or as 

agent for Stedman CFPI Loan Funding LLC

as a Lender

 	 
	 	By:  	          /s/ Molly Walter
 	 
	 	 	Name:  	Molly Walter 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	Highland Credit Strategies Fund 

as a Lender

 	 
	 	By:  	          /s/ M. Jason Blackburn
 	 
	 	 	Name:  	M. Jason Blackburn 	 
	 	 	Title:  	Treasurer 	 
	 
	 	Highland Floating Rate LLC 

as a Lender

 	 
	 	By:  	          /s/ M. Jason Blackburn
 	 
	 	 	Name:  	M. Jason Blackburn 	 
	 	 	Title:  	Treasurer 	 
	 
	 	Highland Floating Rate Advantage Fund 

as a Lender

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




 









 





	 	 	 	 	 
	 	Loan Funding IV LLC 

By: Highland Capital Management, L.P.,

As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

as a Lender

 	 
	 	By:  	          /s/ Brian Lohrding
 	 
	 	 	Name:  	Brian Lohrding 	 
	 	 	Title:  	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

as a Lender

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

By: Highland Capital Management, L.P.,

As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

as a Lender

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




 









 





	 	 	 	 	 
	 	Rockwall CDO LTD. 

By: Highland Capital Management, L.P.,

As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

as a Lender

 	 
	 	By:  	          /s/ Brian Lohrding
 	 
	 	 	Name:  	Brian Lohrding 	 
	 	 	Title:  	Treasurer, Strand Advisors, Inc.,
General Partner of Highland Capital
Management, L.P. 	 
	 
	 	Red River CLO Ltd. 

By: Highland Capital Management, L.P.,

As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

as a Lender

 	 
	 	By:  	          /s/ Brian Lohrding
 	 
	 	 	Name:  	Brian Lohrding 	 
	 	 	Title:  	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

as a Lender

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




 









 





	 	 	 	 	 
	 	Liberty CLO, Ltd. 

By: Highland Capital Management, L.P.,

As Collateral Manager

By: Strand Advisors, Inc., Its General Partner

as a Lender

 	 
	 	By:  	          /s/ Brian Lohrding
 	 
	 	 	Name:  	Brian Lohrding 	 
	 	 	Title:  	Treasurer, Strand Advisors, Inc.,
General Partner of Highland Capital
Management, L.P. 	 
	 
	 	HSH Nordbank AG, New York Branch 

as a Lender

 	 
	 	By:  	          /s/ T. K. Emmons
 	 
	 	 	Name:  	T. K. Emmons 	 
	 	 	Title:  	SUP 	 
	 
	 	 	 
	 	By:  	                       /s/ Lisa Cintron
 	 
	 	 	Name:  	Lisa Cintron 	 
	 	 	Title:  	Vice President 	 
	 
	 	AIM FLOATING RATE FUND 

By: INVESCO Senior Secured Management, Inc., as

Sub-Advisor

 	 
	 	By:  	          /s/ Angela Gambardella
 	 
	 	 	Name:  	Angela Gambardella 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	DIVERSIFIED CREDIT PORTFOLIA LTD. 

By: INVESCO Senior Secured Management, Inc., as

Investment Advisor

 	 
	 	By:  	          /s/ Angela Gambardella
 	 
	 	 	Name:  	Angela Gambardella 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	Atlas Loan Funding 7, LLC 

By: Atlas Capital Funding, Ltd.

By: Structured Asset Investors, LLC

Its Investment Manager

as a Lender

 	 
	 	By:  	          /s/ Diana M. Himes
 	 
	 	 	Name:  	Diana M. Himes 	 
	 	 	Title:  	Associate 	 
	 
	 	NAUTIQUE FUNDING LTD. 

By: INVESCO Senior Secured Management, Inc., as

Collateral Manager

 	 
	 	By:  	          /s/ Angela Gambardella
 	 
	 	 	Name:  	Angela Gambardella 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SAGAMORE CLO LTD. 

By: INVESCO Senior Secured Management, Inc., as

Collateral Manager

 	 
	 	By:  	          /s/ Angela Gambardella
 	 
	 	 	Name:  	Angela Gambardella 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SARATOGA CLO I, LIMITED 

By: INVESCO Senior Secured Management, Inc., as the

Asset Manager

 	 
	 	By:  	          /s/ Angela Gambardella
 	 
	 	 	Name:  	Angela Gambardella 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	SKY LOAN FUNDING LLC 

as a Lender

 	 
	 	By:  	          /s/ David Balmert
 	 
	 	 	Name:  	David Balmert 	 
	 	 	Title:  	Attorney-in-Kind 	 
	 
	 	KINGSLAND III, LTD., 

as a Lender

 	 
	 	By:  	          /s/ Vincent Siino
 	 
	 	 	Name:  	Vincent Siino 	 
	 	 	Title:  	Authorized Officer, Kingsland Capital
Management, LLC, as Manager 	 
	 
	 	KINGSLAND II, LTD., 

as a Lender

 	 
	 	By:  	          /s/ Vincent Siino
 	 
	 	 	Name:  	Vincent Siino 	 
	 	 	Title:  	Authorized Officer, Kingsland Capital
Management, LLC, as Manager 	 
	 
	 	KINGSLAND I, LTD., 

as a Lender

 	 
	 	By:  	          /s/ Vincent Siino
 	 
	 	 	Name:  	Vincent Siino 	 
	 	 	Title:  	Authorized Officer, Kingsland Capital
Management, LLC, as Manager 	 
	 




 









 





	 	 	 	 	 
	 	Bushnell CBNA Loan Funding LLC, for itself or as 

agent for Bushnell CFPI Loan Funding L.L.C.

as a Lender

 	 
	 	By:  	          /s/ Molly Walter
 	 
	 	 	Name:  	Molly Walter 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	Grand Central Asset Trust, FPV Series 

 	 
	 	By:  	          /s/ Beata Konopko
 	 
	 	 	Name:  	Beata Konopko 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	Trumbull THC2 Loan Funding LLC, for itself or as 

agent for Trumbull THC2 CFPI Loan Funding L.L.C.

as a Lender

 	 
	 	By:  	          /s/ Molly Walter
 	 
	 	 	Name:  	Molly Walter 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	Grand Central Asset Trust, PFV Series 

 	 
	 	By:  	          /s/ Beata Konopko
 	 
	 	 	Name:  	Beata Konopko 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 




 









 





	 	 	 	 	 
	 	LightPoint CLO 2004-1, Ltd. 

Premium Loan Trust I, Ltd.

LightPoint CLO III, Ltd.

LightPoint CLO IV, Ltd.

 	 
	 	By:  	          /s/ Colin Donlan
 	 
	 	 	Name:  	Colin Donlan 	 
	 	 	Title:  	Director 	 
	 
	 	LONG LANE MASTER TRUST IV 

as a Lender

 	 
	 	By:  	          /s/ Christina L. Ramseur
 	 
	 	 	Name:  	Christina L. Ramseur 	 
	 	 	Title:  	Authorized Agent 	 
	 
	 	LATITUDE CLO II, LTD 

as a Lender

 	 
	 	By:  	          /s/ Chauncey F. Lufkin
 	 
	 	 	Name:  	Chauncey F. Lufkin 	 
	 	 	Title:  	CIO 	 
	 
	 	Luminus Energy Partners Master Fund, Ltd. 

as a Lender

 	 
	 	By:  	          /s/ Paul Segal
 	 
	 	 	Name:  	Paul Segal 	 
	 	 	Title:  	Director 	 
	 
	 	CONTINENTAL CASUALTY COMPANY 

as a Lender

 	 
	 	By:  	          /s/ Marilou R. McGirr
 	 
	 	 	Name:  	Marilou R. McGirr 	 
	 	 	Title:  	Vice President and Assistant Treasurer 	 
	 




 









 





	 	 	 	 	 
	 	GANNETT PEAK CLO I, LTD. 

By: McDonnell Investment Management, LLC, as

Investment Manager

as a Lender

 	 
	 	By:  	          /s/ Kathleen A. Zarn
 	 
	 	 	Name:  	Kathleen A. Zarn 	 
	 	 	Title:  	Vice President 	 
	 
	 	MCDONNELL LOAN OPPORTUNITY LTD. 

By: McDonnell Investment Management, LLC, as

Investment Manager

as a Lender

 	 
	 	By:  	          /s/ Kathleen A. Zarn
 	 
	 	 	Name:  	Kathleen A. Zarn 	 
	 	 	Title:  	Vice President 	 
	 
	 	WIND RIVER CLO II — TATE INVESTORS, LTD. 

By: McDonnell Investment Management, LLC, as Manager

as a Lender

 	 
	 	By:  	          /s/ Kathleen A. Zarn
 	 
	 	 	Name:  	Kathleen A. Zarn 	 
	 	 	Title:  	Vice President 	 
	 
	 	WIND RIVER CLO I, LTD. 

By: McDonnell Investment Management, LLC, as Manager

as a Lender

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




 









 





	 	 	 	 	 
	 	Senior High Income Portfolio, Inc. 

BlackRock Debt Strategies Fund, Inc.

BlackRock Diversified Income Strategies Portfolio, Inc.

BlackRock Floating Rate Income Strategies Fund, Inc.

BlackRock Floating Rate Income Strategies Fund II, Inc.

Master Senior Floating Rate Trust

as Lenders

 	 
	 	By:  	          /s/ Tom Colwell
 	 
	 	 	Name:  	Tom Colwell 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	MERRILL LYNCH CREDIT PRODUCTS, LLC 

as a Lender

 	 
	 	By:  	          /s/ Neyda Darias
 	 
	 	 	Name:  	Neyda Darias 	 
	 	 	Title:  	Vice President 	 
	 
	 	SOF INVESTMENTS, L.P. 

as a Lender

 	 
	 	By:  	          /s/ Marc R. Lisker
 	 
	 	 	Name:  	Marc R. Lisker 	 
	 	 	Title:  	Manager and General Counsel 	 
	 
	 	Restoration Holdings Ltd. 

as a Lender

 	 
	 	By:  	          /s/ Pamela M. Lawrence
 	 
	 	 	Name:  	Pamela M. Lawrence 	 
	 	 	Title:  	Director 	 
	 




 









 





	 	 	 	 	 
	 	OAK HILL CREDIT OPPORTUNITIES FINANCING, LTD. 

 	 
	 	By:  	          /s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	OHSF FINANCING, LTD. 

 	 
	 	By:  	          /s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	OHSF II FNANCING, LTD. 

 	 
	 	By:  	          /s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 
	 



	 	 	 	 	 	 	 
	 	 	OAK HILL CREDIT ALPHA FINANCE I, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Oak Hill Credit Alpha Fund, L.P.

Its Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Oak Hill Credit Alpha Gen Par, L.P.

Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Oak Hill Credit Alpha MGR, LLC,

Its General Partner	 	 






	 	 	 	 	 
	 	 	 
	 	By:  	                   /s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	OAK HILL CREDIT ALPHA FINANCE I (OFFSHORE), LTD. 

 	 
	 	By:  	          /s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 
	 




 









 





	 	 	 	 	 
	 	OAK HILL CREDIT OPPORTUNITIES FINANCING, LTD. 

 	 
	 	By:  	          /s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	OHSF II FNANCING, LTD. 

 	 
	 	By:  	          /s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	OHSF II FNANCING, LTD. 

 	 
	 	By:  	          /s/ Scott D. Krase
 	 
	 	 	Name:  	Scott D. Krase 	 
	 	 	Title:  	Authorized Person 	 
	 
	 	HarbourView CLO 2006-1, Ltd 

as a Lender

 	 
	 	By:  	          /s/ Sherry Settle
 	 
	 	 	Name:  	Sherry Settle 	 
	 	 	Title:  	Manager 	 
	 
	 	Oppenheimer Senior Floating Rate Fund, 

as a Lender

 	 
	 	By:  	          /s/ Sherry Settle
 	 
	 	 	Name:  	Sherry Settle 	 
	 	 	Title:  	Manager 	 
	 




 









 





	 	 	 	 	 
	 	HARBOUR TOWN FUNDING LLC 

as a Lender

 	 
	 	By:  	          /s/ Christina L. Ramseur
 	 
	 	 	Name:  	Christina L. Ramseur 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	TRS BRUIN LLC 

By: Deutsche Bank AG Cayman Islands Branch

Its sole member

By: DB Services New Jersey, Inc.,

as a Lender

 	 
	 	By:  	          /s/ Alice L. Wagner
 	 
	 	 	Name:  	Alice L. Wagner 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                  /s/ Edward Schaffer
 	 
	 	 	Name:  	Edward Schaffer 	 
	 	 	Title:  	Vice President 	 
	 
	 	Dryden VII — Leveraged Loan CDO 2004 

 	 
	 	By:  	          /s/ Stephen J. Collins
 	 
	 	 	Name:  	Stephen J. Collins, VP 	 
	 	 	Title:  	Prudential Investment Management, Inc.,
as Collateral Manager 	 
	 
	 	Dryden V — Leveraged Loan CDO 2004 

 	 
	 	By:  	          /s/ Stephen J. Collins
 	 
	 	 	Name:  	Stephen J. Collins, VP 	 
	 	 	Title:  	Prudential Investment Management, Inc.,
as Collateral Manager 	 
	 




 









 





	 	 	 	 	 
	 	Dryden VIII — Leveraged Loan CDO 2005 

 	 
	 	By:  	          /s/ Stephen J. Collins
 	 
	 	 	Name:  	Stephen J. Collins, VP 	 
	 	 	Title:  	Prudential Investment Management, Inc.,
as Collateral Manager 	 
	 
	 	Loan Funding V, LLC 

 	 
	 	By:  	          /s/ Stephen J. Collins
 	 
	 	 	Name:  	Stephen J. Collins, VP 	 
	 	 	Title:  	Prudential Investment Management, Inc.,
as Portfolio Manager 	 
	 
	 	Dryden XVI — Leveraged Loan CDO 2004 

 	 
	 	By:  	          /s/ Stephen J. Collins
 	 
	 	 	Name:  	Stephen J. Collins, VP 	 
	 	 	Title:  	Prudential Investment Management, Inc.,
as Collateral Manager 	 
	 
	 	BOSTON HARBOR CLO 2004-1, Ltd. 

 	 
	 	By:  	          /s/ Beth Mazor
 	 
	 	 	Name:  	Beth Mazor 	 
	 	 	Title:  	V.P. 	 
	 
	 	PUTNAM BANK LOAN FUND (CAYMAN) MASTER FUND, a
series of the PUTNAM OFFSHORE MASTER SERIES TRUST, by The Putnam Advisory Company, LLC

 	 
	 	By:  	          /s/ Angela Patel
 	 
	 	 	Name:  	Angela Patel 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	PUTNAM FLOATING RATE INCOME FUND 

 	 
	 	By:  	          /s/ Beth Mazor
 	 
	 	 	Name:  	Beth Mazor 	 
	 	 	Title:  	V.P. 	 
	 
	 	Yorkville CBNA Loan Funding LLC, for itself or 

as agent for Yorkville CFPI Loan Funding LLC

as a Lender

 	 
	 	By:  	          /s/ Molly Walter
 	 
	 	 	Name:  	Molly Walter 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 
	 	TRS LEDA , LLC 





By: Deutsche Bank AG New York Branch, Its Sole Member





By: DB Services New Jersey, Inc. s a Lender

 	 
	 	By:  	          /s/ Alice L. Wagner
 	 
	 	 	Name:  	Alice L. Wagner 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                        /s/ Deborah O’Keefe
 	 
	 	 	Name:  	Deborah O’Keefe 	 
	 	 	Title:  	Vice President 	 
	 
	 	Raven Credit Opportunities Master Fund, Ltd. 

By: Raven Asset Management, LLC

As Investment Advisor

as a Lender

 	 
	 	By:  	          /s/ Kevin Gerlitz
 	 
	 	 	Name:  	Kevin Gerlitz 	 
	 	 	Title:  	CFO 	 
	 




 









 





	 	 	 	 	 
	 	RCG Corporation Master Fund, Ltd. 

as a Lender

 	 
	 	By:  	          /s/ Jeffrey H. Solomon
 	 
	 	 	Name:  	Jeffrey H. Solomon 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Sankaty Advisors, LLC as Collateral Manager for 

Race Point CLO, Limited, as Term Lender 



as a Lender

 	 
	 	By:  	          /s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer
Assistant Secretary 	 
	 
	 	Sankaty Advisors, LLC as Collateral Manager for 

Race Point III CLO, Limited, as Term Lender



as a Lender

 	 
	 	By:  	          /s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer
Assistant Secretary 	 
	 
	 	Sankaty High Yield Partners, III, L.P. 



as a Lender

 	 
	 	By:  	          /s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer
Assistant Secretary 	 
	 




 









 





	 	 	 	 	 
	 	Chatham Light II CLO, Limited, by Sankaty 

Advisors LLC, as Collateral Manager



as a Lender

 	 
	 	By:  	          /s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer
Assistant Secretary 	 
	 
	 	Sankaty Advisors, LLC as Collateral Manager for 

Loan Funding XI LLC, As Term Lender



as a Lender

 	 
	 	By:  	          /s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer
Assistant Secretary 	 
	 
	 	Sankaty Advisors, LLC as Collateral Manager for 

Castle Hill III CLO, Limited, as Term Lender



as a Lender

 	 
	 	By:  	          /s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer
Assistant Secretary	 
	 
	 	Sankaty Advisors, LLC as Collateral Manager for
Castle Hill II - INGOTS, Ltd., as Term Lender 
	 
	 	as a Lender

 	 
	 	By:  	          /s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer
Assistant Secretary 	 
	 




 









 





	 	 	 	 	 
	 	Sankaty Advisors, LLC as Collateral Manager for 

Nash Point CLO, Limited, as Term Lender



as a Lender

 	 
	 	By:  	          /s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer
Assistant Secretary 	 
	 
	 	Sankaty Advisors, LLC as Collateral Manager for 

Prospect Funding I, LLC, as Term Lender



as a Lender

 	 
	 	By:  	          /s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer
Assistant Secretary 	 
	 
	 	Katonah III Ltd by Sankaty Advisors, LLC as 

Sub-Advisors



as a Lender

 	 
	 	By:  	          /s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer
Assistant Secretary 	 
	 
	 	Chatham Light II CLO, Limited, by Sankaty 

Advisors LLC as Collateral Manager



as a Lender

 	 
	 	By:  	          /s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer
Assistant Secretary 	 
	 




 









 





	 	 	 	 	 
	 	Satellite Senior Income Fund II, LLC 

By: Satellite Asset Management, L.P.

Its Investment Manager



as a Lender

 	 
	 	By:  	          /s/ Simon Raykher
 	 
	 	 	Name:  	Simon Raykher 	 
	 	 	Title:  	General Counsel 	 
	 
	 	FIELD POINT II, LTD., 

as a Lender

 	 
	 	By:  	          /s/ Richard Petrilli
 	 
	 	 	Name:  	Richard Petrilli 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	FIELD POINT III, LTD., 

as a Lender

 	 
	 	By:  	          /s/ Richard Petrilli
 	 
	 	 	Name:  	Richard Petrilli 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	TRS CALLISTO LLC 

By: Deutsche Bank AG New York Branch, its Sole Member

By: DB Services New Jersey, Inc.

as a Lender

 	 
	 	By:  	          /s/ Alice L. Wagner
 	 
	 	 	Name:  	Alice L. Wagner 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                     /s/ Deirdre Whorton
 	 
	 	 	Name:  	Deirdre Whorton 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	SOL Loan Funding LLC 

as a Lender

 	 
	 	By:  	          /s/ Molly Walter
 	 
	 	 	Name:  	Molly Walter 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 



	 	 	 	 	 
	 	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 	 
	 
	 	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 	 
	 




 









 





	 	 	 	 	 
	 	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 	 
	 
	 	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 	 
	 
	 	Stone Tower CLO II Ltd. 

By:      Stone Tower Debt Advisors LLC,

            as its Collateral Manager

 	 
	 	By:  	          /s/ Michael W. Delpercio
 	 
	 	 	Name:  	Michael W. Delpercio 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	Granite Ventures III Ltd. 

By:      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. 

By:      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. 

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 	 
	 
	 	Galaxy V CLO, LTD 

By: AIG Global Investment Corp.

its Collateral Manager, as a Lender

 	 
	 	By:  	          /s/ Steven S. Oh
 	 
	 	 	Name:  	Steven S. Oh 	 
	 	 	Title:  	Managing Director 	 
	 




 









 





	 	 	 	 	 
	 	Galaxy VI CLO, LTD 

By: AIG Global Investment Corp.

its Collateral Manager, as a Lender

 	 
	 	By:  	          /s/ Steven S. Oh
 	 
	 	 	Name:  	Steven S. Oh 	 
	 	 	Title:  	Managing Director 	 
	 
	 	Centurion CDO VI, Ltd. 

By:     RiverSource Investments, LLC

           as Collateral Manager

as a Lender

 	 
	 	By:  	          /s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 
	 
	 	Centurion CDO VII, Ltd. 

By:    RiverSource Investments, LLC

          as Collateral Manager

as a Lender

 	 
	 	By:  	          /s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 
	 
	 	Centurion CDO 8, Limited 

By:     RiverSource Investments, LLC

          as Collateral Manager

as a Lender

 	 
	 	By:  	          /s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 
	 




 









 





	 	 	 	 	 
	 	Centurion CDO 9, Ltd. 

By:     RiverSource Investments, LLC

          as Collateral Manager

as a Lender

 	 
	 	By:  	          /s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 
	 
	 	Centurion CDO 9, Ltd. 

By:     RiverSource Investments, LLC

          as Collateral Manager

as a Lender

 	 
	 	By:  	          /s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 
	 
	 	Centurion CDO XI, Limited 

By:     RiverSource Investments, LLC

          as Collateral Manager

as a Lender

 	 
	 	By:  	          /s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 
	 
	 	Centurion CDO 12, Limited 

By:     RiverSource Investments, LLC

          as Collateral Manager

as a Lender

 	 
	 	By:  	          /s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 
	 




 









 





	 	 	 	 	 
	 	RiverSource Bond Series, Inc. 

RiverSource Floating Rate Fund

as a Lender

 	 
	 	By:  	          /s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	IDS Life Insurance Company 

By:     RiverSource Investments, LLC

          as Collateral Manager

as a Lender

 	 
	 	By:  	          /s/ Yvonne E. Stevens
 	 
	 	 	Name:  	Yvonne E. Stevens 	 
	 	 	Title:  	Senior Managing Director 	 
	 
	 	Ameriprise Certificate Company 

By:    RiverSource Investments, LLC

          as Collateral Manager

as a Lender

 	 
	 	By:  	          /s/ Yvonne E. Stevens
 	 
	 	 	Name:  	Yvonne E. Stevens 	 
	 	 	Title:  	Senior Managing Director 	 
	 
	 	Centurion CDO II, Ltd. 

By:     RiverSource Investments, LLC

          as Collateral Manager

as a Lender

 	 
	 	By:  	          /s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 
	 




 









 





	 	 	 	 	 
	 	Taconic Capital Partners 1.5 LP, 

By: Taconic Capital Advisors LLC, its investment

advisor

as a Lender

 	 
	 	By:  	          /s/ Jon Jachman
 	 
	 	 	Name:  	Jon Jachman 	 
	 	 	Title:  	Principal 	 
	 
	 	The Foothill Group, Inc. 

as a Lender

 	 
	 	By:  	          /s/ Dennis Ascher
 	 
	 	 	Name:  	Dennis Ascher 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	VRS Venor LLC 



By: Deutsche Bank AG Cayman Islands Branch, Its Sole Member



By: DB Services New Jersey, Inc.



as a Lender

 	 
	 	By:  	          /s/ Alice R. Wagner
 	 
	 	 	Name:  	Alice R. Wagner 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                     /s/ Deirdre Whorton
 	 
	 	 	Name:  	Deirdre Whorton 	 
	 	 	Title:  	Assistant Vice President 	 
	 




 









 





	 	 	 	 	 
	 	GENERAL PARTNER: 

TCW BASS LAKE PARTNERS, L.P.,

as General Partner



TCW ASSET MANAGEMENT COMPANY

its Managing Member

 	 
	 	By:  	          /s/ Melissa V. Weiler
 	 
	 	 	Name:  	Melissa V. Weiler 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                      /s/ Craig J. Rethmeyer
 	 
	 	 	Name:  	Craig J. Rethmeyer 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	LIMITED PARTNERS: 



Those Persons Identified on the Records of the

General Partner



By: TCW Bass Lake Partners, L.P.,

as attorney-in-fact





By: TCW ASSET MANAGEMENT COMPANY

its Managing Member

 	 
	 	By:  	          /s/ Melissa V. Weiler
 	 
	 	 	Name:  	Melissa V. Weiler 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                      /s/ Craig J. Rethmeyer
 	 
	 	 	Name:  	Craig J. Rethmeyer 	 
	 	 	Title:  	Senior Vice President 	 
	 




 









 





	 	 	 	 	 
	 	VITESSE CLO LTD. 

By: TCW Advisors as its Portfolio Manager

 	 
	 	By:  	          /s/ Wayne Hosang
 	 
	 	 	Name:  	Wayne Hosang 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                          /s/ Vikas Mavinkurve
 	 
	 	 	Name:  	Vikas Mavinkurve 	 
	 	 	Title:  	Vice President 	 
	 
	 	CELEBRITY CLO LIMITED 

By: TCW Advisors. Inc., as Agent

 	 
	 	By:  	          /s/ Wayne Hosang
 	 
	 	 	Name:  	Wayne Hosang 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                          /s/ Vikas Mavinkurve
 	 
	 	 	Name:  	Vikas Mavinkurve 	 
	 	 	Title:  	Vice President 	 
	 
	 	VELOCITY CLO, LTD. 

By: TCW Advisors. Inc., its Collateral Manager

 	 
	 	By:  	          /s/ Wayne Hosang
 	 
	 	 	Name:  	Wayne Hosang 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                          /s/ Vikas Mavinkurve
 	 
	 	 	Name:  	Vikas Mavinkurve 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	TCW SELECT LOAN FUND, LIMITED 

By: TCW Advisors. Inc., as its Collateral Manager

 	 
	 	By:  	          /s/ Wayne Hosang
 	 
	 	 	Name:  	Wayne Hosang 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                          /s/ Vikas Mavinkurve
 	 
	 	 	Name:  	Vikas Mavinkurve 	 
	 	 	Title:  	Vice President 	 
	 
	 	TCW Senior Secured Floating Rate Loan Fund, L.P. 

By: TCW Advisors. Inc., as its Investment Advisor

 	 
	 	By:  	          /s/ Wayne Hosang
 	 
	 	 	Name:  	Wayne Hosang 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                          /s/ Vikas Mavinkurve
 	 
	 	 	Name:  	Vikas Mavinkurve 	 
	 	 	Title:  	Vice President 	 
	 
	 	TCW Senior Secured Loan Fund 

By: TCW Advisors. Inc., as its Investment Advisor

 	 
	 	By:  	          /s/ Wayne Hosang
 	 
	 	 	Name:  	Wayne Hosang 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                          /s/ Vikas Mavinkurve
 	 
	 	 	Name:  	Vikas Mavinkurve 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	LOAN FUNDING I LLC 

a wholly-owned subsidiary of Citibank, N.A.

By: TCW Advisors. Inc., as Portfolio Manager of Loan

Funding I LLC

 	 
	 	By:  	          /s/ Wayne Hosang
 	 
	 	 	Name:  	Wayne Hosang 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                          /s/ Vikas Mavinkurve
 	 
	 	 	Name:  	Vikas Mavinkurve 	 
	 	 	Title:  	Vice President 	 
	 
	 	FIRST 2004-II CLO, LTD. 

By: TCW Advisors. Inc., its Collateral Manager

 	 
	 	By:  	          /s/ Wayne Hosang
 	 
	 	 	Name:  	Wayne Hosang 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                          /s/ Vikas Mavinkurve
 	 
	 	 	Name:  	Vikas Mavinkurve 	 
	 	 	Title:  	Vice President 	 
	 
	 	FIRST 2004-I CLO, LTD. 

By: TCW Advisors. Inc.,

its Collateral Manager

 	 
	 	By:  	          /s/ Wayne Hosang
 	 
	 	 	Name:  	Wayne Hosang 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                          /s/ Vikas Mavinkurve
 	 
	 	 	Name:  	Vikas Mavinkurve 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	WG Horizons CLO I, as a Lender 

By:     West Gate Horizons Advisors LLC,

           as Manager

 	 
	 	By:  	          /s/ Gordon R. Cook
 	 
	 	 	Name:  	Gordon R. Cook 	 
	 	 	Title:  	Senior Credit Analyst 	 
	 
	 	WG Horizons CLO I, as a Lender 

By:     West Gate Horizons Advisors LLC,

           as Manager

 	 
	 	By:  	          /s/ Gordon R. Cook
 	 
	 	 	Name:  	Gordon R. Cook 	 
	 	 	Title:  	Senior Credit Analyst 	 
	 
	 	ENDURANCE CLO I., LTD, as a Lender 

c/o West Gate Horizons Advisors LLC,

As Portfolio Manager

 	 
	 	By:  	          /s/ Gordon R. Cook
 	 
	 	 	Name:  	Gordon R. Cook 	 
	 	 	Title:  	Senior Credit Analyst 	 
	 
	 	Union Bank of California, N.A. 

as a Lender

 	 
	 	By:  	          /s/ Bryan Read
 	 
	 	 	Name:  	Bryan Read 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	PRESIDENT & FELLOWS of HARVARD COLLEGE (Ref: Harvard Special Situations Account), as a Lender



By:     Whippoorwill Associates, Incorporated,

           its agent and authorized signatory

 	 
	 	By:  	          /s/ Shelley F. Greenhaus
 	 
	 	 	Name:  	Shelley F. Greenhaus 	 
	 	 	Title:  	President 	 
	 
	 	BLUE CROSS OF CALIFORNIA, as a Lender 



By:     Whippoorwill Associates, Incorporated,

           its agent and authorized signatory

 	 
	 	By:  	          /s/ Shelley F. Greenhaus
 	 
	 	 	Name:  	Shelley F. Greenhaus 	 
	 	 	Title:  	President 	 
	 
	 	WHIPPOORWILL ASSOCIATES, INC. PROFIT SHARING PLAN, as a Lender

 	 
	 	By:  	          /s/ Shelley F. Greenhaus
 	 
	 	 	Name:  	Shelley F. Greenhaus 	 
	 	 	Title:  	Trustee 	 
	 
	 	WHIPPOORWILL DISTRESSED OPPORTUNITY FUND, L.P., as a Lender





By:     Whippoorwill Distressed Opportunity Fund

          GP, LLC, its general partner

By:     Whippoorwill Associates, Incorporated,

          its managing member

 	 
	 	By:  	          /s/ Shelley F. Greenhaus
 	 
	 	 	Name:  	Shelley F. Greenhaus 	 
	 	 	Title:  	President 	 
	 




 









 





	 	 	 	 	 
	 	WHIPPOORWILL OFFSHORE DISTRESSED OPPORTUNITY FUND, LTD., as a Lender



By:     Whippoorwill Associates, Incorporated,

          its agent and authorized signatory

 	 
	 	By:  	          /s/ Shelley F. Greenhaus
 	 
	 	 	Name:  	Shelley F. Greenhaus 	 
	 	 	Title:  	President 	 
	 
	 	PRESIDENT & FELLOWS of HARVARD COLLEGE, as a Lender



By:     Whippoorwill Associates, Incorporated,

          its agent and authorized signatory

 	 
	 	By:  	          /s/ Shelley F. Greenhaus
 	 
	 	 	Name:  	Shelley F. Greenhaus 	 
	 	 	Title:  	President 	 
	 
	 	SILVERADO CLO 2006-1 LIMITED, 

as a Lender





By: Wells Capital Management as Portfolio Manager

 	 
	 	By:  	          /s/ Philip Susser
 	 
	 	 	Name:  	Philip Susser 	 
	 	 	Title:  	Senior Analyst 	 
	 
	 	VULCAN VENTURES, INC., 

as a Lender

 	 
	 	By:  	          /s/ Philip Susser
 	 
	 	 	Name:  	Philip Susser 	 
	 	 	Title:  	Senior Analyst 	 
	 




 









 





	 	 	 	 	 
	 	WELLS CAPITAL MANAGEMENT 16463700, 

as a Lender

 	 
	 	By:  	          /s/ Philip Susser
 	 
	 	 	Name:  	Philip Susser 	 
	 	 	Title:  	Senior Analyst 	 
	 
	 	WELLS CAPITAL MANAGEMENT 13823100, 

as a Lender

 	 
	 	By:  	          /s/ Philip Susser
 	 
	 	 	Name:  	Philip Susser 	 
	 	 	Title:  	Senior Analyst 	 
	 
	 	WELLS CAPITAL MANAGEMENT 12222133, 

as a Lender

 	 
	 	By:  	          /s/ Philip Susser
 	 
	 	 	Name:  	Philip Susser 	 
	 	 	Title:  	Senior Analyst 	 
	 
	 	WELLS CAPITAL MANAGEMENT 18866500, 

as a Lender

 	 
	 	By:  	          /s/ Philip Susser
 	 
	 	 	Name:  	Philip Susser 	 
	 	 	Title:  	Senior Analyst 	 
	 




 









 





	 	 	 	 	 
	 	LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, as a Lender

 	 
	 	By:  	          /s/ Phillip J. Kirkham
 	 
	 	 	Name:  	Phillip J. Kirkham 	 
	 	 	Title:  	Vice President,
Corporate Finance Division,
Structured Finance 	 
	 
	 	 	 
	 	By:  	                     /s/ David A. Leech
 	 
	 	 	Name:  	David A. Leech 	 
	 	 	Title:  	Senior Vice President, Manager,
Corporate Finance Division 	 
	 
	 	OCM High Yield Plus Fund, L.P. 

As a Lender



BY:     OCM High Yield Plus Fund GP, LLC

Its:      General Partner



BY:     Oaktree Capital Management, LLC

Its:      Managing Member

 	 
	 	By:  	          /s/ [illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	                          /s/ Richard [illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





Exhibit A

to the Third Amendment




Annex 6.7A of Schedule 6.7

to the Credit Agreement




 









 





Exhibit B

to the Third Amendment




 









 








EXHIBIT I

to the Credit Agreement




FORM OF

PREPAYMENT OPTION NOTICE




Dated: ____, 200_




Deutsche Bank Trust Company Americas,

as First Priority Agent

Global Products Leveraged Loan Portfolio

60 Wall Street

New York, New York 10005




Attention: Marcus Tarkington

Telecopy No. 212-797-0070




Credit Suisse, as

Second Priority Agent

Eleven Madison Avenue

New York, New York 10010




Attention: James Moran

Telecopy No. 212-743-1878




Ladies and Gentlemen:




          The undersigned, [Deutsche Bank Trust Company Americas, as administrative agent for the First
Priority Lenders] [CS as administrative agent for the Second Priority Term Lenders] (in such
capacity, the “Administrative Agent”), refers to the Amended and Restated Revolving Credit,
Term Loan and Guarantee Agreement, dated as of February 23, 2006 (the “Credit Agreement”),
among Calpine Corporation (the “Borrower”), the subsidiaries of the Borrower named therein,
the financial institutions from time to time parties thereto (collectively, the “Lenders”),
and Deutsche Bank Trust Company Americas, as administrative agent for the First Priority Lenders,
and Credit Suisse, as administrative agent for the Second Priority Term Lenders (collectively, the
“Administrative Agents”) among others. Unless otherwise defined herein, terms defined in
the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
The Administrative Agent hereby gives notice of an offer of prepayment made by the Borrower
pursuant to Section 2.17(e) of the Credit Agreement of the [First Priority Term Loans] [Second
Priority Term Loans] Prepayment Amount. Amounts applied to prepay the [First Priority Term Loans]
[Second Priority Term Loans] shall NOT be


 









 







applied pro rata to the [First Priority Term Loan] [Second Priority Term Loan] held by you
unless you elect to receive such prepayment pursuant to the instructions below. The portion of the
prepayment amount to be allocated to the [First Priority Term Loan] [Second Priority Term Loan]
held by you and the date on which such prepayment will be made to you (should you elect to receive
such prepayment) are set forth below:





	(A)	 	Total [First Priority Term Loan] [Second Priority Term Loan] Prepayment Amount:                                
	 
	(B)	 	Portion of [First Priority Term Loan] [Second Priority Term Loan] Prepayment
Amount to be received by you:                                
	 
	(C)	 	Mandatory Prepayment Date (ten (10) Business Days after the
date of this Prepayment Option Notice):                     





          IF YOU WISH TO RECEIVE ALL OR ANY OF THE [FIRST PRIORITY TERM LOAN] [SECOND PRIORITY TERM
LOAN] PREPAYMENT AMOUNT TO BE ALLOCATED TO YOU ON THE MANDATORY PREPAYMENT DATE INDICATED IN
PARAGRAPH (C) ABOVE, please sign this notice in the space provided below and indicate the
percentage of the [First Priority Term Loan] [Second Priority Term Loan] Prepayment Amount
otherwise payable which you wish to receive. Please return this notice as so completed via
telecopy to the attention of [                                        ], no later than five (5) Business Days after
receipt of this Prepayment Notice, at telecopy number [                                        ]. IF YOU DO NOT RETURN
THIS NOTICE, YOU WILL NOT RECEIVE ANY OF THE [FIRST PRIORITY TERM LOAN] [SECOND PRIORITY TERM LOAN]
PREPAYMENT ALLOCATED TO YOU ON THE MANDATORY PREPAYMENT DATE.




[remainder intentionally of page left blank.]




 









 








	 	 	 	 	 
	 	[DEUTSCHE BANK TRUST COMPANY

AMERICAS, as First Priority Agent]





[CREDIT SUISSE, as Second Priority Agent]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 



                                                                  ,

(Name of Lender)




	 	 	 	 	 
	By:
	 	 	 	 
	Title:

	 	 

	 	 






	 	 	 
	 

	 	Percentage of [First Priority Term Loan] [Second

          Priority Term Loan]:                     
	 
	 	 
	 

	 	Prepayment Amount accepted:                     %