Exhibit
10.1


 


SECOND AMENDMENT
TO CREDIT AGREEMENT


AND WAIVER


THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER
dated as of March 14, 2007 (the “Amendment”) is entered into among
Georgia Gulf Corporation, a Delaware corporation (“GGC”), Royal Group,
Inc. (formerly known as Royal Group Technologies Limited), a Canadian federal
corporation (the “Canadian Borrower”; together with GGC, the “Borrowers”),
the Guarantors, the Lenders party hereto, Bank of America, National
Association, as Domestic Administrative Agent and Bank of America, National
Association acting through its Canada branch, as Canadian Administrative
Agent.  All capitalized terms used herein
and not otherwise defined herein shall have the meanings given to such terms in
the Credit Agreement (as defined below).


RECITALS


WHEREAS, the Borrowers, the Guarantors, the Lenders,
Bank of America, National Association, as Domestic Administrative Agent,
Domestic Collateral Agent and Domestic L/C Issuer, Bank of America, National
Association acting through its Canada branch, as Canadian Administrative Agent,
Canadian Collateral Agent and Canadian L/C Issuer and The Bank of Nova Scotia,
as Canadian Swing Line Lender entered into that certain Credit Agreement dated
as of October 3, 2006 (as amended from time to time, the “Credit Agreement”);
and


WHEREAS, GGC has requested that the Lenders provide
the waivers set forth below in Section 1 and also amend the Credit Agreement as
set forth below;


NOW, THEREFORE, in consideration of the premises and
the mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


1.           Waivers.


(a)         Notwithstanding the terms of Section
7.14 of the Credit Agreement, the Lenders hereby agree that the Canadian
Borrower shall not be required to give the Canadian Collateral Agent or GGC a
Lien on its right, title and interest in and to (a) that certain Lease of
Industrial Building dated November 14, 2006 between OMERS Realty Corporation
and the Canadian Borrower (the “Industrial Lease”); provided that the
Industrial Lease is not extended beyond March 31, 2007 and (b) that certain
Lease of Multi-Tenant Industrial Space dated November 14, 2006 between OMERS
Realty Corporation and the Canadian Borrower (the “Multi-Tenant Lease”);
provided that the Multi-Tenant Lease is not extended beyond September 30, 2007.


(b)         Notwithstanding the terms of Section
8.11(a) of the Credit Agreement, the Lenders hereby agree that the Loan Parties
shall not be required to comply with the terms of Section 8.11(a) of the Credit
Agreement as of the end of the fiscal quarter ending December 31, 2006.


(c)         The above waivers shall not modify or
affect the Loan Parties’ obligations to comply fully with the terms of Section
7.14, Section 8.11(a) or any other duty, term, condition or covenant contained
in the Credit Agreement or any other Loan Document in the future.  This waiver is limited solely to the specific
waivers identified above, and nothing contained in this Amendment shall be
deemed to constitute a waiver of any other rights or remedies the 













Administrative Agents or
any Lender may have under the Credit Agreement or any other Loan Document or
under applicable law.


2.             Amendments.


(a)           The following definitions are hereby
added to Section 1.01 of the Credit Agreement in the appropriate alphabetical
order to read as follows:


“Permitted Canadian
Dispositions” means, subsequent to the Second Amendment Effective Date, the
sale or disposition by the Canadian Loan Parties of properties having a fair
market value not exceeding $65,000,000 in the aggregate.


“Permitted Sale and
Leaseback Transactions” means, subsequent to the Second Amendment Effective
Date, the sale and leaseback by the Canadian Loan Parties of properties having
a fair market value not exceeding $125,000,000 in the aggregate.


“Second Amendment
Effective Date” means March 14, 2007.


(b)           The proviso in the definition of “Consolidated
EBITDA” in Section 1.01 of the Credit Agreement is hereby amended to read
as follows:


provided that Consolidated EBITDA for the fiscal
quarter periods ending March 31, 2006, June 30, 2006 and September 30, 2006
shall be deemed to equal the amounts set forth on Schedule 1.01(a)
opposite each such fiscal quarter period.


(c)           The definition of “Consolidated
Net Income” in Section 1.01 of the Credit Agreement is hereby amended to
read as follows:


“Consolidated
Net Income” means, for any period, for GGC and its Subsidiaries on a
consolidated basis, the net income of GGC and its Subsidiaries for that period
(exclusive of, without duplication, (x) the effect of (1) any extraordinary
gain, (2) any extraordinary non-cash loss, (3) for any fiscal quarter period
ending prior to the Closing Date, any extraordinary loss paid in cash during such
period and (4) for the fiscal quarter ending December 31, 2006, any charge or
loss during such period but only to the extent similar types of charges or
losses were added back to Consolidated EBITDA in calculating Consolidated
EBITDA for the fiscal quarters ending March 31, 2006, June 30, 2006 and
September 30, 2006 pursuant to the proviso in the definition of Consolidated
EBITDA, each in accordance with GAAP and (y) the income of any Person (other
than GGC) in which any other Person (other than GGC or any Subsidiary or any
director holding qualifying shares in compliance with applicable law) owns an
Equity Interest, except to the extent of the amount of dividends or other
distributions actually paid to GGC or any Subsidiary during such period), determined
on a consolidated basis in accordance with GAAP for such period.


(d)           Subclause (a) of the definition of “Domestic
L/C Issuer” in Section 1.01 of the Credit Agreement is hereby amended to
read as follows:


(a)
with respect to the Existing Domestic Letters of Credit set forth in Schedule
1.01(c), JPMorgan Chase Bank



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(e)           The “.” at the end of the subclause
(n) of Section 8.03 of the Credit Agreement is hereby replaced with “; and” and
the following new subclause (o) is hereby added at the end of Section 8.03 to
read as follows:


(o)           Indebtedness of GGC under that
certain letter of credit number issued by Wachovia Bank, National Association
in favor of First Citizens Bank & Trust Company, as trustee, in the face
amount of US$17,736,667.


(f)            Section 2.05(b)(vi)(B)(2) of the
Credit Agreement is hereby amended to read as follows:


(2)           subject
to clause (E) below, if the assets subject to any such Disposition or
Involuntary Disposition were owned by the Canadian Borrower or any of its
Canadian Subsidiaries, to the Canadian Revolving Loans (other than the Bankers’
Acceptance Advances), a cash collateral account in respect of the Bankers’
Acceptance Advances and the Canadian Swing Line Loans and then to Cash
Collateralize the Canadian L/C Obligations; or


(g)           A new Section 2.05(b)(vi)(E) is
hereby added to the Credit Agreement following Section 2.05(b)(vi)(D) to read
as follows:


(E)           with respect to any Net Cash Proceeds
received by the Canadian Borrower or any of its Canadian Subsidiaries from any
Permitted Sale and Leaseback Transaction or any Permitted Canadian Disposition,
the Canadian Borrower may elect to use such Net Cash Proceeds to prepay the
Holdco Loan rather than prepay the Canadian Obligations in accordance with Section
2.05(b)(vi)(B)(2); provided, that, GGC immediately uses the proceeds
received from such prepayment of the Holdco Loan to prepay the Term Loan
(ratably to the remaining principal amortization payments thereof), or if the
Term Loan has been paid in full, to the Domestic Revolving Loans and then to
Cash Collateralize the Domestic L/C Obligations.


(h)           Section 8.02(g) of the Credit
Agreement is hereby amended to read as follows:


(g)           Holdco Loan by GGC to Holdco in the
aggregate principal amount of CAN$666,000,000
(as such aggregate amount may be reduced in accordance with Section 8.12(c));
provided  that (x) such Holdco
Loan is evidenced by the Holdco Note and secured by the assets of Holdco and
its Canadian Subsidiaries  pursuant
to the Intercompany Security Documents and such other documentation reasonably
satisfactory to the Domestic Collateral Agent, (y) the rights of GGC under such
Holdco Note and Intercompany Security Documents have been pledged to the
Domestic Collateral Agent pursuant to the Collateral Assignment Documents and
(z) the entire principal amount of such Holdco Loan remains outstanding for the
entire term of this Agreement (other than reductions in the principal amount
thereof pursuant to any prepayment of the Holdco Loan permitted by Section
8.12(c));


(i)            Section 8.02(j) of the Credit
Agreement is hereby amended to read as follows:


(j)            any other Investments (valued on the
date each such Investment is made and without regard to subsequent changes in
value) in an amount not to exceed $25,000,000 in the aggregate at any time
outstanding.



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(j)            Section 8.05 of the Credit Agreement
is hereby amended to read as follows:


8.05        Dispositions.


Make
any Disposition other than (a) the sale of
those certain Subsidiaries and assets identified in the Disposition and
Dissolution Letter, (b) the Permitted Sale and Leaseback Transactions, (c) the
Permitted Canadian Dispositions and (d) any other Dispositions in which (i) at least 80% of the total consideration paid
in connection therewith shall be cash or Cash Equivalents paid contemporaneous
with consummation of the transaction and shall be in an amount not less than
the fair market value of the property disposed of, (ii) if such transaction is
a Sale and Leaseback Transaction, such transaction is not prohibited by the
terms of Section 8.14, (iii) such transaction does not involve the sale
or other disposition of a minority equity interest in any Subsidiary, (iv) such
transaction does not involve a sale or other disposition of receivables other
than (A) receivables owned by or attributable to other property concurrently
being disposed of in a transaction otherwise permitted under this Section
8.05 and (B) the sale of accounts receivable pursuant to a permitted
Securitization Transaction  and (v)
the aggregate fair market value of all of the assets sold or otherwise disposed
of by GGC and its Subsidiaries in all such transactions in any fiscal year of
GGC pursuant to this clause (d) shall not exceed $150,000,000.


(k)           Section 8.12(c) of the Credit
Agreement is hereby amended to read as follows:


(c)           (i)
Accept or permit to be made any principal payment on the Holdco Loan (other
than any prepayment of the Holdco Loan in accordance with the terms of Section
2.05(b)(vi)(E)); provided, however, prepayments may be made
by Holdco, and accepted by GGC, on the Holdco Loan provided that after giving
effect to any such prepayment the U.S. Dollar Equivalent of the principal
amount outstanding under the Holdco Loan equals or exceeds the sum of (A) the
principal amount of the Term Loan then outstanding and (B) the Aggregate Domestic
Revolving Commitments then in effect, (ii) amend or modify the Holdco Note or
any Intercompany Security Document or (iii) assign, or consent to any
assignment by Holdco or any Canadian Subsidiary, of the Holdco Note or any
Intercompany Security Document.


(l)            Section 8.14 of the Credit Agreement
is hereby amended to read as follows:


8.14        Sale Leasebacks.


Enter into subsequent to the Closing Date any
Sale and Leaseback Transactions which, considered in the aggregate with all
Sale and Leaseback Transactions engaged in by GGC and its Subsidiaries
subsequent to the Closing Date, involve properties having a fair market value
in excess of $10,000,000; provided, that the foregoing limitation shall
not apply to (i) temporary, short-term leasebacks with a term not to exceed six
(6) months at a market rent to facilitate transition following a sale of a
business, (ii) other sale leasebacks of space for convenience where the
aggregate lease payments (undiscounted) for such leases do not exceed
$20,000,000 at any time or (iii) the Permitted Sale and Leaseback Transactions;
provided that the Net Cash Proceeds received from any such Sale and
Leaseback Transaction are used by the Loan Parties to prepay the Obligations to
the extent and in the manner required by Section 2.05.  For the avoidance of doubt, it is understood
and agreed that all Sale and Leaseback Transactions are Dispositions and
therefore subject to the limitations on Dispositions in Section 8.05.



 4
 









(m)          Schedule 1.01(a) of the Credit
Agreement is hereby amended to read as provided on Schedule 1.01(a) attached
hereto.


(n)           Schedule 1.01(c) of the Credit
Agreement is hereby amended to remove the reference to Wachovia Bank, National
Association and that certain letter of credit issued by Wachovia Bank, National
Association referenced thereon.


(o)           Schedule 11.02 of the Credit
Agreement is hereby amended to read as provided on Schedule 11.02 attached
hereto.


3.             Conditions Precedent.  This
Amendment shall become effective upon receipt by the Domestic Administrative
Agent of counterparts of this Amendment duly executed by the Borrowers, the
Guarantors, the Required Lenders, the Required Domestic Revolving Lenders, the
Required Canadian Revolving Lenders and the Administrative Agents.


4.             Miscellaneous.


(a)           The Credit Agreement,
and the obligations of the Loan Parties thereunder and under the other Loan
Documents, are hereby ratified and confirmed and shall remain in full force and
effect according to their terms.


(b)           Each Guarantor (a) acknowledges and consents
to all of the terms and conditions of this Amendment, (b) affirms all of
its obligations under the Loan Documents and (c) agrees that this
Amendment and all documents executed in connection herewith do not operate to
reduce or discharge its obligations under the Credit Agreement or the Loan
Documents.


(c)           The Borrowers and
the Guarantors hereby represent and warrant as follows:


(i)            Each Loan Party has taken all
necessary action to authorize the execution, delivery and performance of this
Amendment.


(ii)           This Amendment has been duly executed
and delivered by the Loan Parties and constitutes each of the Loan Parties’
legal, valid and binding obligations, enforceable in accordance with its terms,
except as such enforceability may be limited by Debtor Relief Laws and general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).


(iii)          No consent, approval, authorization or
order of, or filing, registration or qualification with, any court or
governmental authority or third party is required in connection with the
execution, delivery or performance by any Loan Party of this Amendment.


(d)           The Loan Parties
represent and warrant to the Lenders that (i) the representations and
warranties of the Loan Parties set forth in Article VI of the Credit Agreement
and in each other Loan Document are true and correct in all material respects
as of the date hereof with the same effect as if made on and as of the date
hereof, except to the extent such representations and warranties expressly
relate solely to an earlier date and (ii) no event has occurred and is
continuing which constitutes a Default or an Event of Default.


(e)           This Amendment may
be executed in any number of counterparts, each of which when so executed and
delivered shall be an original, but all of which shall constitute one and the 



 5
 









same instrument.  Delivery of an
executed counterpart of this Amendment by telecopy shall be effective as an
original and shall constitute a representation that an executed original shall be
delivered.


(f)            THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.


[remainder of page
intentionally left blank]



 6














Each
of the parties hereto has caused a counterpart of this Amendment to be duly
executed and delivered as of the date first above written.


	
  BORROWERS:

  	
   

  	
  GEORGIA GULF CORPORATION,

  
	
   

  	
   

  	
  a Delaware corporation, as a Borrower and, with respect
  to the Canadian Obligations, as a Guarantor

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ JOEL I. BEERMAN

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Joel I. Beerman

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President & Secretary

  
	
   

  	
   

  	
  ROYAL GROUP, INC. (formerly
  known as ROYAL GROUP TECHNOLOGIES LIMITED),

  
	
   

  	
   

  	
  a Canadian federal corporation, as a Borrower

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ JOEL I. BEERMAN

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Joel I. Beerman

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
  DOMESTIC GUARANTORS:

  	
   

  	
  GEORGIA GULF CHEMICALS &
  VINYLS, LLC,

  
	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ JOEL I. BEERMAN

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Joel I. Beerman

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President & Secretary

  
	
   

  	
   

  	
  GEORGIA GULF LAKE CHARLES, LLC,

  
	
   

  	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ JOEL I. BEERMAN

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Joel I. Beerman

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President & Secretary

  
	
   

  	
   

  	
  GREAT RIVER OIL & GAS
  CORPORATION,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ JOEL I. BEERMAN

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Joel I. Beerman

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President & Secretary

  
	
   

  	
   

  	
  ROME DELAWARE CORP.,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ JOEL I. BEERMAN

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Joel I. Beerman

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President & Secretary

  



 











 


	
  

  	
   

  	
  ROYAL PLASTICS GROUP (U.S.A.)
  LIMITED,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ JOEL I. BEERMAN

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Joel I. Beerman

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
  PLASTIC TRENDS, INC.,

  
	
   

  	
   

  	
  a Michigan corporation

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ JOEL I. BEERMAN

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Joel I. Beerman

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
  ROYBRIDGE INVESTMENTS (U.S.A.)
  LIMITED,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ JOEL I. BEERMAN

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Joel I. Beerman

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
  CANADIAN GUARANTORS:

  	
   

  	
  ROME ACQUISITION HOLDING CORP.,

  
	
   

  	
   

  	
  a Nova Scotia unlimited liability company

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ JOEL I. BEERMAN

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Joel I. Beerman

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
  6632149 CANADA INC.,

  
	
   

  	
   

  	
  a Canadian federal corporation

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ JOEL I. BEERMAN

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Joel I. Beerman

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  



 











 


	
  DOMESTIC ADMINISTRATIVE AGENT: 

  	
   

  	
  BANK OF AMERICA, 

  
	
   

  	
   

  	
  NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  as Domestic Administrative Agent and

  
	
   

  	
   

  	
  Domestic Collateral Agent

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ COLLEEN M. BRISCOE

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Colleen M. Briscoe

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  
	
  CANADIAN ADMINISTRATIVE AGENT: 

  	
   

  	
  BANK OF AMERICA, 

  
	
   

  	
   

  	
  NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  acting through its Canada branch,

  
	
   

  	
   

  	
  as Canadian Administrative Agent and

  
	
   

  	
   

  	
  Canadian Collateral Agent

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ MEDINA SALES DE
  ANDRADE

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Medina Sales de Andrade

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Assistant Vice President

  
	
  LENDERS:

  	
   

  	
  BANK OF AMERICA,

  
	
   

  	
   

  	
  NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  as a Lender and a Domestic L/C Issuer

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ COLLEEN M. BRISCOE

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Colleen M. Briscoe

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
  BANK OF AMERICA,

  
	
   

  	
   

  	
  NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  acting through its Canada branch,

  
	
   

  	
   

  	
  as a Lender and a Canadian L/C Issuer

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ MEDINA SALES DE
  ANDRADE

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Medina Sales de Andrade

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Assistant Vice President

  
	
   

  	
   

  	
  THE BANK OF NOVA SCOTIA,

  
	
   

  	
   

  	
  as a Lender and Canadian Swing Line Lender

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ R. LOCKIE

  
	
   

  	
   

  	
  Name:

  	
   

  	
  R. Lockie

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
  SCOTIABANC INC.,

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ PAT HAWES

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Pat Hawes

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Comptroller

  



 











 


	
  

  	
   

  	
  LEHMAN COMMERCIAL PAPER INC.

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ FRANK P. TURNER

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Frank P. Turner

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
  BANK OF TOKYO-MITSUBISHI

  
	
   

  	
   

  	
  UFJ TRUST COMPANY

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ MARY COSEO

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Mary Coseo

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Assistant Vice President

  
	
   

  	
   

  	
  MIZUHO CORPORATE BANK, LTD.

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
  COMMERZBANK AG NEW YORK

  
	
   

  	
   

  	
  AND GRAND CAYMAN BRANCHES

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ EDWARD C. A.
  FORSBERG, JR.

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Edward C. A. Forsberg, Jr.

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Vice President & Manager

  
	
   

  	
   

  	
  COMMERZBANK AG NEW YORK

  
	
   

  	
   

  	
  AND GRAND CAYMAN BRANCHES

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ PETER WESEMEIER

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Peter Wesemeier

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Assistant Treasurer

  
	
   

  	
   

  	
  MERRILL LYNCH CAPITAL
  CORPORATION

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ DON BURKITT

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Don Burkitt

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
  MERRILL LYNCH CAPITAL CANADA,
  INC.

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ MARCALP COMA

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Marcalp Coma

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
  LASALLE BANK NATIONAL
  ASSOCIATION

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 











 


	
  

  	
   

  	
  ABN AMRO BANK N.V.

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ NAZMIN ADATIA

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Nazmin Adatia

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
  ABN AMRO BANK N.V.

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ H. BAYU BUDIATMANTO

  
	
   

  	
   

  	
  Name:

  	
   

  	
  H. Bayu Budiatmanto

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Assistant Vice President

  
	
   

  	
   

  	
  WACHOVIA BANK NATIONAL
  ASSOCIATION

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ BARBARA VAN MEERTEN

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Barbara Van Meerten

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Director

  
	
   

  	
   

  	
  WACHOVIA CAPITAL FINANCE
  CORPORATION (CANADA)

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ RAYMOND EGHOBAMIEN

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Raymond Eghobamien

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
  BAYERISCHE LANDESBANK,

  
	
   

  	
   

  	
  NEW YORK BRANCH

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ GEORGINA FLORDALISL

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Georgina Flordalisl

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
  BAYERISCHE LANDESBANK,

  
	
   

  	
   

  	
  NEW YORK BRANCH

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ DONNA M. QUILTY

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Donna M. Quilty

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
  NORTHERN TRUST COMPANY

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ JOHN C. CANTY

  
	
   

  	
   

  	
  Name:

  	
   

  	
  John C. Canty

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
   

  	
  TORONTO BRANCH

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ PETER A. DEDOUSIS

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Peter A. Dedousis

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  



 















 


	
   

  	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ PETER A. DEDOUSIS

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Peter A. Dedousis

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
  GENERAL ELECTRIC CAPITAL
  CORPORATION

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ AMANDA J. VAN HEYST

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Amanda J. van Heyst

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Duly Authorized Signatory

  
	
   

  	
   

  	
  ACA CLO 2006-2, LIMITED

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ VINCENT INGATO

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Vincent Ingato

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
  CARLYLE HIGH YIELD PARTNERS X,
  LTD.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ LINDA PACE

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Linda Pace

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
  CARLYLE HIGH YIELD PARTNERS
  VIII, LTD.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ LINDA PACE

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Linda Pace

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
  CARLYLE HIGH YIELD PARTNERS
  VII, LTD.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ LINDA PACE

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Linda Pace

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
  CARLYLE HIGH YIELD PARTNERS VI,
  LTD.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ LINDA PACE

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Linda Pace

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
  CARLYLE LOAN OPPORTUNITY FUND

  
	
   

  	
   

  	
  By:

  	
   

  	
   /s/ LINDA PACE

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Linda Pace

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  



 











 


	
  

  	
   

  	
  CARLYLE HIGH YIELD PARTNERS IV,
  LTD.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ LINDA PACE

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Linda Pace

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
  CARLYLE LOAN INVESTMENT, LTD.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ LINDA PACE

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Linda Pace

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
  CARLYLE HIGH YIELD PARTNERS IX,
  LTD.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ LINDA PACE

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Linda Pace

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
  THE NORTHWESTERN MUTUAL LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ STEVEN P. SWANSON

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Steven P. Swanson

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
  CONTINENTAL CASUALTY COMPANY

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ MARILOU R. MCGIRR

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Marilou R. McGirr

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President and Assistant Treasurer

  
	
   

  	
   

  	
  CONTINENTAL ASSURANCE COMPANY
  ON BEHALF OF ITS SEPARATE ACCOUNT (E)

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ MARILOU R. MCGIRR

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Marilou R. McGirr

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President and Assistant Treasurer

  
	
   

  	
   

  	
  NOB HILL CLO. LIMITED

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ BRADLEY KANE

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Bradley Kane

  
	
   

  	
   

  	
  Title:

  	
   

  	
  PM

  
	
   

  	
   

  	
  LIGHTPOINT CLO IV, LTD.

  
	
   

  	
   

  	
  LIGHTPOINT CLO VII, LTD.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ COLIN DONLAN

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Colin Donlan

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Director

  



 











 


	
  

  	
   

  	
  THE TRAVELERS INDEMNITY COMPANY

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ ANNETTE M.
  MASTERSON

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Annette M. Masterson

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
  WESTBROOK CLO, LTD.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  Shenkman Capital
  Management, Inc.,

  
	
   

  	
   

  	
   

  	
   

  	
  as Investment Manager

  
	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ RICHARD H.
  WEINSTEIN

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Richard H. Weinstein

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Executive Vice President

  
	
   

  	
   

  	
  HYPO PUBLIC FINANCE BANK

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ CYNTHIA
  GREY-INCIONG

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Cynthia Grey-Inciong

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
  STANFIELD AZURE CLO, LTD.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  Stanfield Capital
  Partners, LLC,

  
	
   

  	
   

  	
   

  	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ DAVID FREY

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  David Frey

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
  STANFIELD BRISTOL CLO, LTD.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  Stanfield Capital
  Partners, LLC,

  
	
   

  	
   

  	
   

  	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ DAVID FREY

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  David Frey

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
  STANFIELD CARRERA CLO, LTD.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  Stanfield Capital
  Partners, LLC,

  
	
   

  	
   

  	
   

  	
   

  	
  as its Asset Manager

  
	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ DAVID FREY

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  David Frey

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  
								



 











 


	
  

  	
   

  	
  STANFIELD DAYTONA CLO, LTD.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  Stanfield Capital
  Partners, LLC,

  
	
   

  	
   

  	
   

  	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ DAVID FREY

  	 

	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  David Frey

  	 

	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  	 

	
   

  	
   

  	
  STANFIELD MODENA CLO, LTD.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  Stanfield Capital
  Partners, LLC,

  
	
   

  	
   

  	
   

  	
   

  	
  as its Asset Manager

  
	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ DAVID FREY

  	 

	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  David Frey

  	 

	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  	 

	
   

  	
   

  	
  STANFIELD VANTAGE CLO, LTD.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  Stanfield Capital
  Partners, LLC,

  
	
   

  	
   

  	
   

  	
   

  	
  as its Asset Manager

  
	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ DAVID FREY

  	 

	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  David Frey

  	 

	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  	 

	
   

  	
   

  	
  STANFIELD VEYRON CLO, LTD.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  Stanfield Capital
  Partners, LLC,

  
	
   

  	
   

  	
   

  	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ DAVID FREY

  	 

	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  David Frey

  	 

	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  	 

	
   

  	
   

  	
  GMAM GROUP PENSION TRUST I

  
	
   

  	
   

  	
  By: 

  	
   

  	
  State Street Bank &
  Trust Company,

  
	
   

  	
   

  	
   

  	
   

  	
  as Trustee for GMAM Group Pension Trust I

  
	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Assistant Vice President

  
													



 











 


	
  

  	
   

  	
  NAVIGARE FUNDING I CLO LTD.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  Navigare Partners LLC

  
	
   

  	
   

  	
   

  	
   

  	
  its Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ JOEL G. SEREBRANSKY

  	 

	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Joel G. Serebransky

  	 

	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  	 

	
   

  	
   

  	
  NAVIGARE RETURN LOAN FUND I
  (SEGREGATED PORTFOLIO)

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ JOEL G. SEREBRANSKY

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Joel G. Serebransky

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  
	
   

  	
   

  	
  HSH NORDBANK AG NEW YORK BRANCH

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ GARRY WEISS

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Garry Weiss

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
  HSH NORDBANK AG NEW YORK BRANCH

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ THOMAS D’AVAMZO

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Thomas D’Avamzo

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
  ROSEDALE CLO LTD.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  Princeton Advisory
  Group, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
  the Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ PARESH R. SHAH

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Paresh R. Shah

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Analyst

  
	
   

  	
   

  	
  MORGAN STANLEY SENIOR FUNDING,
  INC.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ DONNA M. SOUZA

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Donna M. Souza

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  	
  GRAYSTON CLO II 2004-1 LTD.

  
	
   

  	
   

  	
  By: 

  	
   

  	
  Bear Stearns Asset
  Management, Inc.,

  
	
   

  	
   

  	
   

  	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ JUSTIN DRISCOLL

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Justin Driscoll

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Managing Director

  
										



 















 


	
  

  	
  GALLATIN CLO II 2005-1 LTD.

  
	
   

  	
  By:

  	
   

  	
  Bear Stearns Asset
  Management, Inc.,

  
	
   

  	
   

  	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ JUSTIN DRISCOLL

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Justin Driscoll

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Managing Director

  
	
   

  	
  GALLATIN CLO III 2006-1 LTD.

  
	
   

  	
  as Assignee

  
	
   

  	
  By:

  	
   

  	
  Bear Stearns Asset
  Management, Inc.,

  
	
   

  	
   

  	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ JUSTIN DRISCOLL

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Justin Driscoll

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Managing Director

  
	
   

  	
  GALLATIN FUNDING I LTD.

  
	
   

  	
  By:

  	
   

  	
  Bear Stearns Asset Management,
  Inc.,

  
	
   

  	
   

  	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ JUSTIN DRISCOLL

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Justin Driscoll

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Managing Director

  
	
   

  	
  AETNA LIFE INSURANCE COMPANY

  
	
   

  	
  By:

  	
   

  	
  /s/ ALAN C. PETERSEN

  
	
   

  	
  Name:

  	
   

  	
  Alan C. Petersen

  
	
   

  	
  Title:

  	
   

  	
  Investment Manager

  
	
   

  	
  AMMC CLO III, LIMITED

  
	
   

  	
  By:

  	
   

  	
  American Money
  Management Corp.,

  
	
   

  	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ CHESTER M. ENG

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Chester M. Eng

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  
	
   

  	
  AMMC CLO IV, LIMITED

  
	
   

  	
  By:

  	
   

  	
  American Money
  Management Corp.,

  
	
   

  	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ CHESTER M. ENG

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Chester M. Eng

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  



 











 


	
  

  	
  AMMC CLO VI, LIMITED

  
	
   

  	
  By:

  	
   

  	
  American Money
  Management Corp.,

  
	
   

  	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ CHESTER M. ENG

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Chester M. Eng

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  
	
   

  	
  AMMC VII, LIMITED

  
	
   

  	
  By:

  	
   

  	
  American Money
  Management Corp.,

  
	
   

  	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ CHESTER M. ENG

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Chester M. Eng

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  
	
   

  	
  COLE BROOK CBNA LOAN FUNDING
  LLC

  
	
   

  	
  By:

  	
   

  	
  /s/ RICHARD NEWCOMB

  
	
   

  	
  Name:

  	
   

  	
  Richard Newcomb

  
	
   

  	
  Title:

  	
   

  	
  Attorney-in-fact

  
	
   

  	
  GRAND CENTRAL ASSET TRUST, ULT
  SERIES

  
	
   

  	
  By:

  	
   

  	
  /s/ RICHARD NEWCOMB

  
	
   

  	
  Name:

  	
   

  	
  Richard Newcomb

  
	
   

  	
  Title:

  	
   

  	
  Attorney-in-fact

  
	
   

  	
  PTRS CBNA LOAN FUNDING LLC

  
	
   

  	
  By:

  	
   

  	
  /s/ Richard Newcomb

  
	
   

  	
  Name:

  	
   

  	
  Richard Newcomb

  
	
   

  	
  Title:

  	
   

  	
  Attorney-in-fact

  
	
   

  	
  DUANE STREET CLO III, LTD.

  
	
   

  	
  By:

  	
   

  	
  DiMaio Ahmad Capital
  LLC,

  
	
   

  	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ PAUL TRAVERS

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Paul Travers

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Managing Director

  



 











 


	
  

  	
  ALZETTE EUROPEAN CLO S.A.

  
	
   

  	
  By:

  	
   

  	
  INVESCO Senior Secured
  Management, Inc.,

  
	
   

  	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ THOMAS EWALD

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Thomas Ewald

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Authorized Signatory

  
	
   

  	
  AVALON CAPITAL LTD. 3

  
	
   

  	
  By:

  	
   

  	
  INVESCO Senior Secured
  Management, Inc.

  
	
   

  	
   

  	
   

  	
  as Asset Manager

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ THOMAS EWALD

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Thomas Ewald

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Authorized Signatory

  
	
   

  	
  BELHURST CLO LTD.

  
	
   

  	
  By:

  	
   

  	
  INVESCO Senior Secured
  Management, Inc.

  
	
   

  	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ THOMAS EWALD

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Thomas Ewald

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Authorized Signatory

  
	
   

  	
  CHAMPLAIN CLO, LTD.

  
	
   

  	
  By:

  	
   

  	
  INVESCO Senior Secured
  Management, Inc.

  
	
   

  	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ THOMAS EWALD

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Thomas Ewald

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Authorized Signatory

  
	
   

  	
  CHARTER VIEW PORTFOLIO

  
	
   

  	
  By:

  	
   

  	
  INVESCO Senior Secured
  Management, Inc.

  
	
   

  	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ THOMAS EWALD

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Thomas Ewald

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Authorized Signatory

  



 











 


	
  

  	
  DIVERSIFIED CREDIT PORTFOLIO
  LTD.

  
	
   

  	
  By:

  	
   

  	
  INVESCO Senior Secured
  Management, Inc.

  
	
   

  	
   

  	
   

  	
  as Investment Advisor

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ THOMAS EWALD

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Thomas Ewald

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Authorized Signatory

  
	
   

  	
  AIM FLOATING RATE FUND

  
	
   

  	
  By:

  	
   

  	
  INVESCO Senior Secured
  Management, Inc.

  
	
   

  	
   

  	
   

  	
  as Sub-Advisor

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ THOMAS EWALD

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Thomas Ewald

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Authorized Signatory

  
	
   

  	
  KATONAH V, LTD.

  
	
   

  	
  By:

  	
   

  	
  INVESCO Senior Secured
  Management, Inc.

  
	
   

  	
   

  	
   

  	
  as Investment Manager

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ THOMAS EWALD

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Thomas Ewald

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Authorized Signatory

  
	
   

  	
  INVESCO EUROPEAN CDO I S.A.

  
	
   

  	
  By:

  	
   

  	
  INVESCO Senior Secured
  Management, Inc.

  
	
   

  	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ THOMAS EWALD

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Thomas Ewald

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Authorized Signatory

  
	
   

  	
  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/ THOMAS EWALD

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Thomas Ewald

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Authorized Signatory

  



 











 


	
  

  	
  LIMEROCK CLO I

  
	
   

  	
  By:

  	
   

  	
  INVESCO Senior Secured
  Management, Inc.

  
	
   

  	
   

  	
   

  	
  as Manager

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ THOMAS EWALD

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Thomas Ewald

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Authorized Signatory

  
	
   

  	
  MOSELLE CLO S.A.

  
	
   

  	
  By:

  	
   

  	
  INVESCO Senior Secured
  Management, Inc.

  
	
   

  	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ THOMAS EWALD

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Thomas Ewald

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Authorized Signatory

  
	
   

  	
  NAUTIQUE FUNDING II LTD.

  
	
   

  	
  By:

  	
   

  	
  INVESCO Senior Secured
  Management, Inc.

  
	
   

  	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ THOMAS EWALD

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Thomas Ewald

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Authorized Signatory

  
	
   

  	
  NAUTIQUE FUNDING LTD.

  
	
   

  	
  By:

  	
   

  	
  INVESCO Senior Secured
  Management, Inc.

  
	
   

  	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ THOMAS EWALD

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Thomas Ewald

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Authorized Signatory

  
	
   

  	
  PETRUSSE EUROPEAN CLO S.A.

  
	
   

  	
  By:

  	
   

  	
  INVESCO Senior Secured
  Management, Inc.

  
	
   

  	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ THOMAS EWALD

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Thomas Ewald

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Authorized Signatory

  



 















 


	
   

  	
  SAGAMORE CLO LTD.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   INVESCO
  Senior Secured Management, Inc.

  
	
   

  	
   

  	
  as Collateral Manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ THOMAS EWALD

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas Ewald

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SARATOGA CLO I, LIMITED

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  INVESCO Senior Secured Management, Inc.

  
	
   

  	
   

  	
  as Asset Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ THOMAS EWALD

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas Ewald

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WASATCH CLO LTD.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  INVESCO Senior Secured Management, Inc.

  
	
   

  	
   

  	
  as Portfolio Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ THOMAS EWALD

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas Ewald

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SANKATY ADVISORS, LLC,

  	
   

  
	
   

  	
  as Collateral Manager for Avery Point CLO, Ltd., as

  Term 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ ALAN K. HALFENGER

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Alan K. Halfenger

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Compliance Officer

  	
   

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CHATHAM LIGHT III CLO, LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Sankaty Advisors LLC, as Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ ALAN K. HALFENGER

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Alan K. Halfenger

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Compliance Officer

  	
   

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  	
   

  
											



 











 


	
   

  	
  KATONAH IV, LTD.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Sankaty Advisors LLC, as Sub-Advisors

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ ALAN K. HALFENGER

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Alan K. Halfenger

  
	
   

  	
   

  	
  Title:

  	
  Chief Compliance Officer

  
	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  SANKATY ADVISORS, LLC,

  	
   

  
	
   

  	
  as Collateral Manager for Prospect Loan Funding I
  LLC,

  as Term 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 CLO, Limited,
  as

  Term 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 II CLO,
  Limited,

  as Term Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ ALAN K. HALFENGER

  	
   

  
	
   

  	
  Name:

  	
  Alan K. Halfenger

  	
   

  
	
   

  	
  Title:

  	
  Chief Compliance Officer

  	
   

  
	
   

  	
   

  	
  Assistant Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  RACE POINT IV CLO, LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Sankaty Advisors LLC, as Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ ALAN K. HALFENGER

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Alan K. Halfenger

  
	
   

  	
   

  	
  Title:

  	
  Chief Compliance Officer

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SANKATY HIGH YIELD PARTNERS II, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ ALAN K. HALFENGER

  	
   

  
	
   

  	
  Name:

  	
  Alan K. Halfenger

  
	
   

  	
  Title:

  	
  Chief Compliance Officer

  
	
   

  	
   

  	
  Assistant Secretary

  
													



 











 


	
   

  	
  HARBOUR TOWN FUNDING LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ KRISTI MILTON

  	
   

  
	
   

  	
  Name:

  	
  Kristi Milton

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FAIRWAY LOAN FUNDING COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Pacific Investment Management Company LLC,

  as its Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ ARTHUR Y. D. ONG

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Arthur Y. D. Ong

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LOAN FUNDING III LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Pacific Investment Management Company LLC,

  as its Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ ARTHUR Y. D. ONG

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Arthur Y. D. Ong

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MAYPORT CLO LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Pacific Investment Management Company LLC,

  as its Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ ARTHUR Y. D. ONG

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Arthur Y. D. Ong

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PIMCO FLOATING RATE STRATEGY FUND

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Pacific Investment Management Company LLC,

  
	
   

  	
   

  	
  as its Investment Advisor, acting through Investors

  
	
   

  	
   

  	
  Fiduciary Trust Company in the Nominee Name of

  
	
   

  	
   

  	
  IFTCO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ ARTHUR Y. D. ONG

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Arthur Y. D. Ong

  
	
   

  	
  Title:

  	
  Senior Vice President

  
													



 











 


	
  

  	
  SOUTHPORT CLO, LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Pacific Investment Management Company LLC,

  as its Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ ARTHUR Y. D. ONG

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Arthur Y. D. Ong

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WAVELAND — INGOTS, LTD.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Pacific Investment Management Company LLC,

  as its Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ ARTHUR Y. D. ONG

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Arthur Y. D. Ong

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EMERSON PLACE CLO, LTD.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ K. IAN O’KEEFFE

  	
   

  
	
   

  	
  Name:

  	
  K. Ian O’Keeffe

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AVERY STREET CLO, LTD.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ K. IAN O’KEEFFE

  	
   

  
	
   

  	
  Name:

  	
  K. Ian O’Keeffe

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VENTURE CDO 2002, LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  MJX Asset Management LLC,

  its Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ HANS L. CHRISTENSEN

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Hans L. Christensen

  
	
   

  	
   

  	
  Title:

  	
  Chief Investment Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VENTURE II CDO 2002,
  LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MJX Asset Management LLC,

  its Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ HANS L. CHRISTENSEN

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Hans L. Christensen

  
	
   

  	
   

  	
  Title:

  	
  Chief Investment Officer

  
												



 















 


	
  

  	
  VENTURE III CDO LIMITED

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  MJX Asset Management LLC,

  its Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ HANS L. CHRISTENSEN

  
	
   

  	
   

  	
  Name:

  	
  Hans L. Christensen

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Investment Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VENTURE IV CDO LIMITED

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  MJX Asset Management LLC,

  its Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ HANS L. CHRISTENSEN

  
	
   

  	
   

  	
  Name:

  	
  Hans L. Christensen

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Investment Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VENTURE V CDO LIMITED

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  MJX Asset Management LLC,

  its Investment Advisor

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ HANS L. CHRISTENSEN

  
	
   

  	
   

  	
  Name:

  	
  Hans L. Christensen

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Investment Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VENTURE VI CDO LIMITED

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  MJX Asset Management LLC,

  its Investment Advisor

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ HANS L. CHRISTENSEN

  
	
   

  	
   

  	
  Name:

  	
  Hans L. Christensen

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Investment Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VENTURE VII CDO LIMITED

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  MJX Asset Management LLC,

  its Investment Advisor

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ HANS L. CHRISTENSEN

  
	
   

  	
   

  	
  Name:

  	
  Hans L. Christensen

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Investment Officer

  	
   

  	
   

  
								












 


	
  

  	
  VISTA LEVERAGED INCOME FUND

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MJX Asset Management LLC,

  its Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ HANS L. CHRISTENSEN

  
	
   

  	
   

  	
  Name:

  	
  Hans L. Christensen

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Investment Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LAGUNA FUNDING LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KRISTI MILTON

  
	
   

  	
  Name:

  	
  Kristi Milton

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CSAM FUNDING II

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW H. MARSHAK

  
	
   

  	
  Name:

  	
  Andrew H. Marshak

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ATRIUM CDO

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW H. MARSHAK

  
	
   

  	
  Name:

  	
  Andrew H. Marshak

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ATRIUM II

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW H. MARSHAK

  
	
   

  	
  Name:

  	
  Andrew H. Marshak

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CSAM FUNDING IV

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW H. MARSHAK

  
	
   

  	
  Name:

  	
  Andrew H. Marshak

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE
  SYNDICATED LOAN FUND

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW H. MARSHAK

  
	
   

  	
  Name:

  	
  Andrew H. Marshak

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MADISON PARK FUNDING
  II, LTD.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW H. MARSHAK

  
	
   

  	
  Name:

  	
  Andrew H. Marshak

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  	
   

  
											



 











 


	
  

  	
  MADISON PARK FUNDING V, LTD.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ ANDREW H. MARSHAK

  
	
   

  	
  Name:

  	
  Andrew H. Marshak

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MADISON PARK FUNDING IV, LTD.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ ANDREW H. MARSHAK

  
	
   

  	
  Name:

  	
  Andrew H. Marshak

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SHINNECOCK CLO-1, 2006 LTD.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ DAVID SPRING

  
	
   

  	
  Name:

  	
  David Spring

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Director of Operations

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WB LOAN FUNDING 1, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ DIANA M. HIMES

  
	
   

  	
  Name:

  	
  Diana M. Himes

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ATLAS LOAN FUNDING (NAVIGATOR), LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  Atlas Capital Funding, Ltd.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Structured Asset Investors, LLC,

  	
   

  	
   

  
	
   

  	
   

  	
  its Investment Manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ DIANA M. HIMES

  
	
   

  	
   

  	
  Name:

  	
  Diana M. Himes

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PROPERS CLO II, BV

  
	
   

  	
  By:

  	
   /s/ JOHN T.
  SPELLMAN

  
	
   

  	
   

  	
  Name:

  	
  John T. Spellman

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-Fact

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VERITAS CLO II, LTD.

  
	
   

  	
  By:

  	
   /s/ JOHN T.
  SPELLMAN

  
	
   

  	
   

  	
  Name:

  	
  John T. Spellman

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-Fact

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
										












 


	
  

  	
  CIFC FUNDING 2006-IB, LTD.

  
	
   

  	
  CIFC FUNDING 2006-II, LTD.

  
	
   

  	
  CIFC FUNDING 2007-II, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ ELIZABETH
  CHOW

  
	
   

  	
  Name:

  	
  Elizabeth Chow

  
	
   

  	
  Title:

  	
  Head of Underwriting

  
	
   

  	
   

  	
   

  
	
   

  	
  WESTERN ABSOLUTE RETURN PORTFOLIO

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ KELLY
  OLSEN

  
	
   

  	
  Name:

  	
  Kelly Olsen

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  MT WILSON CLO II LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ KELLY
  OLSEN

  
	
   

  	
  Name:

  	
  Kelly Olsen

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  MT WILSON CLO LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ KELLY
  OLSEN

  
	
   

  	
  Name:

  	
  Kelly Olsen

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  WESTERN ASSET FLOATING RATE HIGH INCOME FUND,
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ KELLY
  OLSEN

  
	
   

  	
  Name:

  	
  Kelly Olsen

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ BRANDON
  MAVERSON

  
	
   

  	
  Name:

  	
  Brandon Maverson

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ BRYAN J.
  LYNCH

  
	
   

  	
  Name:

  	
  Bryan J. Lynch

  
	
   

  	
  Title:

  	
  First Vice President

  
								












 


	
  

  	
  CITIBANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ CHRISTINE
  M. KANICKI

  
	
   

  	
  Name:

  	
  Christine M. Kanicki

  
	
   

  	
  Title:

  	
  Attorney-in-Fact

  
					



 















Schedule 1.01(a)


Consolidated EBITDA




	
  Fiscal Quarter Ending

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March 31, 2006

  	
   

  	
  $

  	
  98,939,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30, 2006

  	
   

  	
  $

  	
  148,976,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30, 2006

  	
   

  	
  $

  	
  106,346,000

  	
   

  






 











Schedule 11.02


Certain Addresses for
Notices


	
  1.

  	
  Address for Loan Parties:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Georgia Gulf Corporation

  	
   

  
	
   

  	
  115 Perimeter Center Place

  	
   

  
	
   

  	
  Suite 460

  	
   

  
	
   

  	
  Atlanta, GA 30346

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  General Counsel

  
	
   

  	
  Telephone:

  	
  770.395.4523

  
	
   

  	
  Facsimile:

  	
  770.390.9673

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Addresses for Domestic Administrative Agent,
  Domestic Collateral Agent and Domestic L/C Issuer:

  
	
   

  	
   

  	
   

  
	
   

  	
  Domestic Administrative
  Agent’s Office:

  
	
   

  	
  (for payments and
  requests)

  
	
   

  	
   

  
	
   

  	
  Bank of America, National Association, as Domestic
  Administrative Agent

  
	
   

  	
  2001 Clayton Road

  
	
   

  	
  Concord, California 94520

  
	
   

  	
  Mail Code: CA4-702-02-25

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Nina Lemmer

  
	
   

  	
  Telephone:

  	
  925.675.7478

  
	
   

  	
  Facsimile:

  	
  888.969.9281

  
	
   

  	
  E-mail:

  	
  nina.l.lemmer@bankofamerica.com

  
	
   

  	
   

  	
   

  
	
   

  	
  Payment instructions:

  
	
   

  	
  Bank of America, National Association

  
	
   

  	
  New York, New York

  
	
   

  	
  ABA #:

  	
  026009593

  
	
   

  	
  Acct #:

  	
  3750836479

  
	
   

  	
  Ref:

  	
  Georgia Gulf Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  Other Notices to Domestic
  Administrative Agent or Domestic Collateral Agent:

  
	
   

  	
   

  
	
   

  	
  Bank of America, National Association, as [Domestic
  Administrative Agent] [Domestic Collateral Agent]

  
	
   

  	
  335 Madison Avenue

  
	
   

  	
  New York, New York 10017

  
	
   

  	
  Mail Code: NY1-503-04-03

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Elizabeth Gordon

  
	
   

  	
  Telephone:

  	
  212.503.8327

  
	
   

  	
  Facsimile:

  	
  212.901.7841

  
	
   

  	
  E-mail:

  	
  elizabeth.gordon@bankofamerica.com

  
					



 











 


	
  

  	
  For Notices as Domestic L/C Issuer:

  
	
   

  	
   

  
	
   

  	
  Bank of America, National Association, as Domestic
  L/C Issuer

  
	
   

  	
  1 Fleet Way

  
	
   

  	
  Scranton, Pennsylvania 18407

  
	
   

  	
  Mail Code: PA6-580-02-30

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  John Yzeik, Officer; Trade Finance SVC Center
  Coordinator

  
	
   

  	
  Telephone:

  	
  570.330.4315

  
	
   

  	
  Facsimile:

  	
  570.330.4186/570.330.4187

  
	
   

  	
  E-mail:

  	
  john.p.yzeik@bankofamerica.com

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Addresses for Canadian Administrative Agent,
  Canadian Collateral Agent and Canadian L/C Issuer:

  
	
   

  	
   

  
	
   

  	
  Canadian Administrative
  Agent’s Office:

  
	
   

  	
  (for payments and
  requests)

  
	
   

  	
   

  
	
   

  	
  Bank of America, National Association, as Canadian
  Administrative Agent

  
	
   

  	
  200 Front Street West, Suite 2700

  
	
   

  	
  Toronto, Ontario M5V 3L2

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Domingo Braganza

  
	
   

  	
  Telephone:

  	
  416.349.5464

  
	
   

  	
  Facsimile:

  	
  416.349.4283

  
	
   

  	
  E-mail:

  	
  domingo.braganza@bankofamerica.com

  
	
   

  	
   

  	
   

  
	
   

  	
  Payment instructions for Canadian Dollars:

  
	
   

  	
   

  
	
   

  	
  Wire payment of funds “DIRECT through “LVTS” to:

  
	
   

  	
  Bank of America N.A.(Canada Branch), 200 Front
  Street West, Toronto, Ontario

  
	
   

  	
  TRANSIT #: 024156792, Account #: 90083255

  
	
   

  	
  SWIFTCODE: BOFACATT.

  
	
   

  	
  Reference: Royal Group / Georgia Gulf Att’n: Loans
  Processing.

  
	
   

  	
   

  
	
   

  	
  Payment instructions for U.S. Dollars:

  
	
   

  	
   

  
	
   

  	
  Wire payment of funds to:

  
	
   

  	
  Bank of America NA New York

  
	
   

  	
  ABA#: 026009593

  
	
   

  	
  SWIFT CODE: BOFAUS3N.

  
	
   

  	
  For the Account of: Bank of America N.A.(Canada
  Branch),

  
	
   

  	
  Account #: 6550-2-01805,

  
	
   

  	
  SWIFT CODE: BOFACATT.

  
	
   

  	
  Reference: Royal Group / Georgia Gulf. Att’n: Loans
  Processing.

  



 











 


	
  

  	
  Other Notices to Canadian
  Administrative Agent or Canadian Collateral Agent:

  
	
   

  	
   

  
	
   

  	
  Bank of America, National Association, as [Canadian
  Administrative Agent] [Canadian Collateral Agent]

  
	
   

  	
  200 Front Street West, Suite 2700

  
	
   

  	
  Toronto, Ontario M5V 3L2

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Medina Sales de Andrade

  
	
   

  	
  Telephone:

  	
  416.349.5433

  
	
   

  	
  Facsimile:

  	
  416.349.4283

  
	
   

  	
  E-mail:

  	
  medina.sales_de_andrade@bankofamerica.com

  
	
   

  	
   

  	
   

  
	
   

  	
  For Notices as Canadian L/C Issuer:

  
	
   

  	
   

  
	
   

  	
  Bank of America, National Association, as Canadian
  L/C Issuer

  
	
   

  	
  200 Front Street West, Suite 2700

  
	
   

  	
  Toronto, Ontario M5V 3L2

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Domingo Braganza

  
	
   

  	
  Telephone:

  	
  416.349.5464

  
	
   

  	
  Facsimile:

  	
  416.349.4283

  
	
   

  	
  E-mail:

  	
  domingo.braganza@bankofamerica.com

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Addresses for Canadian Swing Line Lender

  
	
   

  	
   

  
	
   

  	
  The Bank of Nova Scotia

  
	
   

  	
  Toronto BSC

  	
   

  
	
   

  	
  40 King Street West

  
	
   

  	
  2nd Mezzanine East

  
	
   

  	
  Toronto, Ontario

  
	
   

  	
  M5H 1H1

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Bonnie Lachance

  
	
   

  	
  Telephone:

  	
  647.288.1840

  
	
   

  	
  Facsimile:

  	
  416.288.3504

  
	
   

  	
  E-mail:

  	
  bonnie.lachance@scotiabank.com

  
	
   

  	
   

  	
   

  
	
   

  	
  Payment instructions:

  
	
   

  	
   

  
	
   

  	
  USD

  	
   

  
	
   

  	
  The Bank of Nova Scotia

  
	
   

  	
  New York Agency

  
	
   

  	
  New York, NY

  	
   

  
	
   

  	
  ABA #:

  	
  026002532

  
	
   

  	
  Transit#

  	
  47696

  
	
   

  	
  Acct #:

  	
  47696000

  
	
   

  	
  Ref:

  	
  Royal Group

  
	
   

  	
  Attn:

  	
  Bonnie Lachance

  



 











 


	
  

  	
  CAD

  
	
   

  	
  The Bank of Nova Scotia

  
	
   

  	
  Toronto BSC, Toronto, Ont. M5H 1H1

  
	
   

  	
  Bank Reference: 

  	
  NOSCCATT

  
	
   

  	
  Beneficiary:

  	
  Toronto BSC

  
	
   

  	
  Transit #:

  	
  47696

  
	
   

  	
  Account:

  	
  47696000

  
	
   

  	
  Details:

  	
  Royal Group