**Exhibit10.1 (e)**

 

**CONSENTAND THIRD AMENDMENT TO THIRD AMENDED AND RESTATED**

**LOANAGREEMENT**

 

**THIS CONSENT AND THIRD AMENDMENT TOTHIRD AMENDED AND RESTATED LOAN AGREEMENT** (this “Amendment”), dated as of the 10th dayof January, 2002 (the “Effective Date”), by and among RURAL CELLULARCORPORATION, a Minnesota corporation (the “Borrower”); the financialinstitutions signatory hereto (the “Lenders”); and TORONTO DOMINION(TEXAS), INC., as administrative agent (the “Administrative Agent”) forthe Lenders;

 

W I T N E S S E T H:

 

**WHEREAS,** the Borrower, the Administrative Agentand the Lenders are parties to that certain Third Amended and Restated LoanAgreement, dated as of June 29, 2000, as amended by that certain FirstAmendment thereto dated as of December 14, 2000, and that certain SecondAmendment thereto dated as of March 31, 2001 and that certain Consent Letterdated as of June 5, 2001 (as heretofore and hereafter amended, modified,supplemented and restated from time to time, the “Loan Agreement”); and

 

**WHEREAS,** the Borrower has requested that theLenders consent to the issuance of subordinated indebtedness in an aggregateamount not to exceed $400,000,000; and

 

**WHEREAS**, the Borrower has requested that theAdministrative Agent and the Lenders amend certain provisions in the LoanAgreement as more specifically set forth below; and

 

**WHEREAS**, the Administrative Agent and theLenders are willing to agree to such amendments and to consent to up to$400,000,000 of Subordinated Indebtedness on the terms and conditions set forthherein;

 

**NOW, THEREFORE,** in consideration of the premises setforth above, the covenants and agreements hereinafter set forth, and other goodand valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree that all capitalized terms used hereinshall have the meanings ascribed to such terms in the Loan Agreement, andfurther agree as follows:

 

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1.             Consent. Subject to the terms and conditions hereof, the Lenders hereby consentto the issuance of Subordinated Indebtedness in an amount not to exceed$400,000,000 (the “New Subordinated Indebtedness”) on substantially theterms and conditions set forth on Exhibit A attached hereto; providedthat the Borrower shall make a repayment of the Loans (excluding the Swing LineLoans) from the proceeds thereof (a) if the amount of such proceeds is lessthan or equal to $300,000,000, in an amount not less than $150,000,000, whichshall be applied pro rata to the Term Loan A Loans, the Term Loan B Loans, theTerm Loan C Loans and the Term Loan D Loans in accordance with Section 2.7(a)of the Loan Agreement, (b) if the amount of such proceeds is greater than$300,000,000, all of such proceeds shall be applied to the Loans (excluding theSwing Line Loans), provided that no more than $160,000,000 of such proceeds maybe applied as a repayment of the Revolving Loans, and (c) if the amount of suchproceeds is greater than $350,000,000, the Borrower shall provide to theAdministrative Agent financial projections (reflecting such New SubordinatedIndebtedness) in form and substance reasonably satisfactory to theAdministrative Agent which projections shall show compliance with all of theterms and conditions of the Loan Agreement (including, without limitation, Sections7.8, 7.9, 7.10 and 7.11) through the Maturity Date.  The New Subordinated Indebtedness shall be “SubordinatedIndebtedness” for all purposes under the Loan Agreement.

 

2.             Amendment to Article 1.  Article 1 of the Loan Agreement, Definitions, is hereby amendedby inserting the following new definition of “Third Amendment Effective Date”:

 

“‘Third AmendmentEffective Date’ shall mean the Effective Date (as defined in that certainConsent and Third Amendment to this Agreement).”

 

3.             Amendments to Article 7.

 

(a)           Amendmentto Section 7.1.  Section 7.1(d) ofthe Loan Agreement, Indebtedness of the Borrower and its Subsidiaries,is hereby amended by deleting Section 7.1(d) in its entirety and substitutingin lieu thereof the following:

 

“(d)         obligations under Interest HedgeAgreements with respect to the Loans and with respect to SubordinatedIndebtedness to the extent such Subordinated Indebtedness is otherwisepermitted under this Agreement; provided, however, thatnotwithstanding any provisions to the contrary, for purposes of this Agreement,only Interest Hedge Agreements with respect to the Loans shall qualify as LoanDocuments hereunder;”

 

(b)           Amendmentto Section 7.4.  Section 7.4(a) ofthe Loan Agreement, Liquidation, Merger, or Disposition of Assets, is herebyamended by deleting Section 7.4(a) in its entirety and substituting in lieuthereof the following:

 

“Section 7.4           Liquidation,Merger, or Disposition of Assets.

 

(a)           Disposition of Assets.  The Borrower shall not, and shall not permitany of its Subsidiaries to, at any time sell, lease, abandon, or otherwisedispose of any assets (other than assets disposed of in the ordinary course ofbusiness) without the prior written consent of the Lenders; provided, however,that the prior written consent of the Lenders shall not be required for (i) thetransfer of assets (including, without limitation, cash or cash equivalents)among the Borrower and its Subsidiaries (excluding Wireless Alliance) or forthe transfer of assets (including, without limitation, cash or cashequivalents, but excluding the Licenses) between or among Subsidiaries(excluding Wireless Alliance) of the Borrower, (ii) dispositions of assets theproceeds of which are applied pursuant to Section 2.5(c) or 2.7(b)(vi) hereof (provided,however, that, with respect to such sales under Section 2.5(c) or2.7(b)(vi), the Borrower provides to the Administrative Agent and the Lenderson the date of such sale a certificate reflecting compliance with the terms andprovisions of Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof both before andafter giving effect to such sale or transfer) or (iii) a sale/leasebacktransaction with respect to all or a substantial portion of the Borrower’scellular towers, the documentation for which shall be subject to approval as toform by the Administrative Agent (such approval not to be unreasonablywithheld).”

 

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(c)           Amendmentto Section 7.7.  Section 7.7 of theLoan Agreement, Restricted Payments and Purchases, is hereby amended bydeleting Section 7.7 in its entirety and substituting in lieu thereof thefollowing:

 

“Section 7.7           Restricted Payments and Purchases.  The Borrower shall not, and shall not permitany of its Subsidiaries to, directly or indirectly, declare or make anyRestricted Payment or Restricted Purchase; provided, however,that so long as no Default hereunder then exists or would be caused thereby,(a) and so long as a Subsidiary of the Borrower is not obligated on anyIndebtedness to the Borrower or any of its Subsidiaries, such Subsidiary maymake distributions to (i) any partner or shareholder of such Subsidiaryholding a minority position with respect to such Subsidiary, so long as suchSubsidiary makes a contemporaneous pro rata distribution to the Borrower or anyof its Subsidiaries, and such partner or shareholder is not an Affiliate of theBorrower, (ii) the Borrower or any of its Subsidiaries, (b) theBorrower may make scheduled interest payments, when such payments are due andpayable, on any Subordinated Indebtedness to the extent such SubordinatedIndebtedness has scheduled payments permitted hereunder in accordance with anysubordination provisions thereunder, (c) the Borrower may make scheduleddividend payments, when such payments are due and payable on any PreferredStock to the extent such Preferred Stock has scheduled dividend paymentspermitted hereunder in accordance with any subordination provisions thereunderand (d) the Borrower may repay in whole or in part the Previous Senior PreferredStock, the 2000 Senior Preferred Stock and the Junior Preferred Stock withshares of the common stock of the Borrower.”

 

(d)           Amendmentto Section 7.8.  Section 7.8 of theLoan Agreement, Total Leverage Ratio, is hereby amended by deletingSection 7.8 in its entirety and substituting in lieu thereof the following:

 

“Section 7.8           Total Leverage Ratio.  (a) As of the end of any calendarquarter, and (b) at the time of any Advance hereunder (after giving effect tosuch Advance), the Borrower shall not permit its Total Leverage Ratio to exceedthe ratios set forth below during the periods indicated:

 

| **Period**                      |   |      | **Total  Leverage Ratio** |   |
|---------------------------------|--------|-----------|---------------------------|--------|
| July  1, 2001 through           |   | 7.00:1.00 |                      |
| December  31, 2001              |   |      |                      |
|                            |   |      |                      |
| January  1, 2002 through        |   | 7.25:1.00 |                      |
| June  30, 2002                  |   |      |                      |
|                            |   |      |                      |
| July  1, 2002 through           |   | 6.50:1.00 |                      |
| September  30, 2002             |   |      |                      |
|                            |   |      |                      |
| October  1, 2002 through        |   | 6.00:1.00 |                      |
| December  31, 2002              |   |      |                      |
|                            |   |      |                      |
| January  1, 2003 through        |   | 6.50:1.00 |                      |
| June  30, 2003                  |   |      |                      |
|                            |   |      |                      |
| July  1, 2003 through           |   | 5.75:1.00 |                      |
| September  30, 2003             |   |      |                      |
|                            |   |      |                      |
| October  1, 2003 and thereafter |   | 5.00:1.00 | "                    |

 

(e)           Amendment to Section 7.9.  Section 7.9 of the Loan Agreement, SeniorLeverage Ratio, is hereby amended by deleting Section 7.9 in its entiretyand substituting in lieu thereof the following:

 

“Section 7.9           Senior Leverage Ratio.  (a) As of the end of any calendarquarter, and (b) at the time of any Advance hereunder (after giving effectto such Advance), the Borrower shall not permit the

 

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ratio of (i) the principal amount of the Loansoutstanding on such date to (ii) its Annualized Operating Cash Flow (as of thecalendar quarter end being tested, or as of the most recently completedcalendar quarter for which financial statements are required to have been deliveredpursuant to Section 6.1 or 6.2 hereof, as the case may be) to exceed the ratiosset forth below during the periods indicated:

 

| **Period**                            |   |      | **Senior  Leverage Ratio** |   |
|---------------------------------------|--------|-----------|----------------------------|--------|
| July  1, 2001 through the             |   | 6.50:1.00 |                       |
| Third  Amendment Effective Date       |   |      |                       |
|                                  |   |      |                       |
| From  the Third Amendment             |   | 5.00:1.00 |                       |
| Effective  Date through June 30, 2002 |   |      |                       |
|                                  |   |      |                       |
| July  1, 2002 through                 |   | 4.50:1.00 |                       |
| September  30, 2002                   |   |      |                       |
|                                  |   |      |                       |
| October  1, 2002 through              |   | 4.00:1.00 |                       |
| December  31, 2002                    |   |      |                       |
|                                  |   |      |                       |
| January  1, 2003 through              |   | 4.25:1.00 |                       |
| September  30, 2003                   |   |      |                       |
|                                  |   |      |                       |
| October  1, 2003 and thereafter       |   | 4.00:1.00 | "                     |

 

(f)            Amendment to Section 7.10.  Section 7.10 of the Loan Agreement, AnnualizedOperating Cash Flow to Pro Forma Debt Service, is hereby amended bydeleting Section 7.10 in its entirety and substituting in lieu thereof thefollowing:

 

“Section 7.10         Annualized Operating Cash Flow toPro Forma Debt Service.  For allperiods ending on or prior to December 31, 2006, (a) As of the end of anycalendar quarter, and (b) at the time of any Advance hereunder (after givingeffect to such Advance), the Borrower shall not permit the ratio of (i) itsAnnualized Operating Cash Flow (as of the calendar quarter end being tested, oras of the most recently completed calendar quarter for which financial statementsare required to have been delivered pursuant to Section 6.1 or 6.2 hereof, asthe case may be) to (ii) the sum of (A) its Pro Forma Debt Service for the fourcalendar quarters immediately following the calculation date and (B) InterestExpense for the four calendar quarters immediately preceding the calculationdate to be less than the ratios set forth below during the periods indicated:

 

| **Period**               |   |      | **Annualized  Operating Cash   Flow to Pro Forma Debt Service** |   |
|--------------------------|--------|-----------|-----------------------------------------------------------------|--------|
| January  1, 2001 through |   | 1.20:1.00 |                                                            |
| December  31, 2002       |   |      |                                                            |
|                     |   |      |                                                            |
| January  1, 2003 through |   | 1.05:1.00 |                                                            |
| December  31, 2003       |   |      |                                                            |
|                     |   |      |                                                            |
| January  1, 2004 through |   | 1.20:1.00 | ”                                                          |
| December  31, 2006       |   |      |                                                            |

 

(g)           Amendment to Section 7.11.  Section 7.11 of the Loan Agreement, AnnualizedOperating Cash Flow to Interest Expense, is hereby amended by deletingSection 7.11 in its entirety and substituting in lieu thereof thefollowing

 

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“Section 7.11         Annualized Operating Cash Flow toInterest Expense.  (a) As ofthe end of any calendar quarter, and (b) at the time of any Advance hereunder(after giving effect to such Advance), the Borrower shall not permit the ratioof (i) its Annualized Operating Cash Flow (as of the calendar quarter end beingtested, or as of the most recently completed calendar quarter for whichfinancial statements are required to have been delivered pursuant to Section6.1 or 6.2 hereof, as the case may be) to (ii) its Interest Expense for thetwelve (12) calendar months immediately preceding the calculation date to beless than the ratios set forth below for the periods indicated:

 

| **Period**               |   | ** ** | **Annualized  Operating Cash   Flow to Interest Expense** | ** ** |
|--------------------------|--------|------------|-----------------------------------------------------------|------------|
| July  1, 2001 through    |   | 1.50:1.00  |                                                      |
| December  31, 2001       |   |       |                                                      |
|                     |   |       |                                                      |
| January  1, 2002 through |   | 1.40:1.00  |                                                      |
| March  31, 2002          |   |       |                                                      |
|                     |   |       |                                                      |
| April  1, 2002 through   |   | 1.50:1.00  |                                                      |
| December  31, 2004       |   |       |                                                      |
|                     |   |       |                                                      |
| January  1, 2005 and     |   | 2.00:1.00  |                                                      |
| thereafter”         |   |       |                                                      |

 

4.             Amendmentto Section 8.1.  Section 8.1(n) ofthe Loan Agreement, Events of Default, is hereby amended by deletingSection 8.1(n) in its entirety and substituting in lieu thereof the following:

 

“(n)         (i) Any “person” or “group” (within the meaning of Sections 13(d)(3) and14(d)(2) of the Exchange Act or any successor provision to either of theforegoing, including any group acting for the purpose of acquiring, holding ordisposing of securities within the meaning of Rule 13d-5(b)(1) under theExchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3under the Exchange Act), directly or indirectly, of fifty percent (50%) or moreof the voting or economic Capital Stock of the Borrower or (ii) during anyperiod of 24 consecutive months, individuals who at the beginning of suchperiod constituted the Board of Directors of the Borrower (together with anynew directors whose election by such Board or whose nomination for election bythe shareholders of the Borrower was approved by a vote of a majority of thedirectors then still in office who were either directors at the beginning ofsuch period or whose election or nomination for election was previously soapproved), cease for any reason to constitute a majority of the Board ofDirectors of the Borrower then in office;”

 

5.             Amendment Fee. The Borrower shall pay to the Administrative Agent, contemporaneouslywith the receipt by the Borrower of the proceeds from the New SubordinatedIndebtedness pursuant to Section 8(d) hereof, on behalf of the Lendersexecuting and delivering this Amendment on or prior to 5 p.m. (EST) January 10,2002, an amendment fee in the amount of 0.25% of the sum of (a) the aggregateoutstanding Loans (other than the outstanding Revolving Loans and Swing LineLoans) of such Lenders and (b) the Revolving Loan Commitments of such Lenders(such sum, the “Amendment Fee”) which Amendment Fee shall be calculatedafter giving effect to the repayments of the Loans required by Section 1 hereofand any voluntary reductions of the Revolving Loan Commitments in connectiontherewith.  The Administrative Agentshall distribute pro rata to each Lender executing this Amendment a portion ofthe Amendment Fee based on such Lender’s portion of the outstanding Loans(other than the outstanding Revolving Loans and Swing Line Loans) and suchLender’s Revolving Loan Commitment.  TheAmendment Fee shall be fully earned when due and non-refundable when paid.

 

6.             Amendment to Loan Documents.  All of the Loan Documents are hereby amendedto the extent necessary to give full force and effect to the amendmentcontained in this Amendment.

 

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7.             Representations and Warranties.  The Borrower hereby represents and warrantsto and in favor of the Administrative Agent and the Lenders as follows:

 

(a)           each representation and warranty setforth in Article 4 of the Loan Agreement is hereby restated and affirmed astrue and correct in all material respects as of the date hereof, except to theextent previously fulfilled in accordance with the terms of the Loan Agreementor to the extent relating specifically to the Agreement Date (or date priorthereto) or otherwise inapplicable;

 

(b)           the Borrower has the corporate powerand authority (i) to enter into this Amendment and (ii) to do allacts and things as are required or contemplated hereunder to be done, observedand performed by it;

 

(c)           this Amendment has been dulyauthorized, validly executed and delivered by one or more AuthorizedSignatories of the Borrower, and this Amendment and the Loan Agreementconstitute the legal, valid and binding obligations of the Borrower, enforceableagainst the Borrower in accordance with its respective terms, subject, as toenforcement of remedies, to the following qualifications:  (i) an order of specific performanceand an injunction are discretionary remedies and, in particular, may not beavailable where damages are considered an adequate remedy at law and(ii) enforcement may be limited by bankruptcy, insolvency, liquidation,reorganization, reconstruction and other similar laws affecting enforcement ofcreditors’ rights generally (insofar as any such law relates to the bankruptcy,insolvency or similar event of the Borrower); and

 

(d)           the execution and delivery of thisAmendment and performance by the Borrower under the Loan Agreement does not andwill not require the consent or approval of any regulatory authority orgovernmental authority or agency having jurisdiction over the Borrower whichhas not already been obtained, nor be in contravention of or in conflict withthe Certificate of Incorporation of the Borrower, or any provision of any statute,judgment, order, indenture, instrument, agreement, or undertaking, to which theBorrower is party or by which the Borrower’s assets or properties are bound.

 

8.             Conditions Precedent to Effectiveness of Amendment.  The effectiveness of this Amendment issubject to the fulfillment on or prior to January 31, 2002 of the followingconditions precedent:

 

(a)           receipt by the Administrative Agentof duly executed counterpart signature pages of the Borrower and the RequiredLenders to this Amendment;

 

(b)           all of the representations andwarranties of the Borrower under Section 7 hereof being true and correctin all material respects;

 

(c)           receipt by the Administrative Agentof the Amendment Fee;

 

(d)           receipt by the Administrative Agentof not less than $150,000,000 of the proceeds from the New SubordinatedIndebtedness to be applied to the Term Loans pursuant to Section 1 hereof; and

 

(e)           receipt of any other documents orinstruments that the Administrative Agent, the Lenders signatory hereto or anyof them, may reasonably request, certified by an officer of the Borrower if sorequested.

 

9.             No Other Amendment or Waiver.  Except for the amendment set forth above,the text of the Loan Agreement and all other Loan Documents shall remainunchanged and in full force and effect. No waiver by the Administrative Agent or the Lenders under the LoanAgreement or any other Loan Document is granted or intended except as expresslyset forth herein, and the Administrative Agent and the Lenders expresslyreserve the right to require strict compliance in all other respects (whetheror not in connection with any Requests for Advance).  Except as set forth herein, the amendment agreed to herein shallnot constitute a modification of the Loan Agreement or any

 

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of the other LoanDocuments, or a course of dealing with the Administrative Agent and the Lendersat variance with the Loan Agreement or any of the other Loan Documents, such asto require further notice by the Administrative Agent and the Lenders, or theRequired Lenders to require strict compliance with the terms of the LoanAgreement and the other Loan Documents in the future.

 

10.           Loan Documents.  This document shall be deemed to be a LoanDocument for all purposes under the Loan Agreement and the other LoanDocuments.

 

11.           Counterparts.  This Amendment may be executed in any numberof counterparts, each of which shall be deemed to be an original, but all suchseparate counterparts shall together constitute but one and the sameinstrument.

 

12.           Governing Law.  This Amendment shall be construed inaccordance with and governed by the laws of the State of New York.

 

13.           Severability.  Any provision of this Amendment which isprohibited or unenforceable shall be ineffective to the extent of suchprohibition or unenforceability without invalidating the remaining provisionshereof in that jurisdiction or affecting the validity or enforceability of suchprovision in any other jurisdiction.

 

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IN WITNESS WHEREOF, theparties hereto have executed this Amendment or caused it to be executed bytheir duly authorized officers, all as of the day and year first above written.

 
| BORROWER: | RURAL CELLULAR  CORPORATION, a Minnesota corporation |
|-----------|------------------------------------------------------|
|      |                                                 |   |   |
|      |                                                 |   |   |
|      | By:                                                  |   | /s/Wesley  E. Schultz |
|      |                                                 | Name: | Wesley E.  Schultz |
|      |                                                 | Title: | Executive Vice  President and |
|      |                                                 |   | Chief Financial Officer |

 
| ADMINISTRATIVE AGENT |                                                                     |   |             |
|----------------------|--------------------------------------------------------------------------|--------|------------------|
| AND LENDERS:         | TORONTO DOMINION  (TEXAS), INC., as Administrative Agent and as a Lender |
|                 |                                                                     |   |             |
|                 |                                                                     |   |             |
|                 | By:                                                                      |   | /s/Neva  Nesbitt |
|                 |                                                                     | Name:  | Neva  Nesbitt    |
|                 |                                                                     | Its:   | Vice President   |
|                      |                                                                          |        |                  |  |  |

 
|   | ABN AMRO BANK N.V., as  a Lender |
|--------|----------------------------------|
|   |                             |   |
|   |                             |   |
|   | By:                              |   |
|   |                             | Name: |   |
|   |                             | Its: |   |
|   |                             |   |
|   |                             |   |
|   | By:                              |   |
|   |                             | Name: |   |
|   |                             | Its: |   |

 

 

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|   | ADDISON CDO, LIMITED  (Acct 1279), as a Lender |
|--------|------------------------------------------------|
|   | By:                                            | Pacific Investment  Management Company LLC, |
|   |                                           | as its Investment  Advisor |
|   |                                           |   |
|   | By:                                            |   |
|   |                                           | Name: |   |
|   |                                           | Its: |   |

 
|   | ATHENA CDO, LIMITED  (Acct 1277), as a Lender |
|--------|-----------------------------------------------|
|   | By:                                           | Pacific Investment  Management Company LLC, |
|   |                                          | as its Investment  Advisor |
|   |                                          |   |
|   | By:                                           |   |
|   |                                          | Name: |   |
|   |                                          | Its: |   |

 
|   | BEDFORD CDO, LIMITED |
|--------|----------------------|
|   | By:                  | Pacific Investment  Management Company LLC, |
|   |                 | as its Investment  Advisor |
|   |                 |   |
|   |                 |   |
|   | By:                  |   |
|   |                 | Name: |   |
|   |                 | Its: |   |

 
|   | CAPTIVA III FINANCE  LTD. (Acct. 275), as a Lender        |
|--------|-----------------------------------------------------------|
|   | as advised by Pacific  Investment Management Company, LLC |
|   |                                                      |   |
|   |                                                      |   |
|   | By:                                                       |   |
|   |                                                      | Name: |   |
|   |                                                      | Its: |   |

 

 

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|   | CAPTIVA IV FINANCE LTD.  (Acct. 1275), as a Lender        |
|--------|-----------------------------------------------------------|
|   | as advised by Pacific  Investment Management Company, LLC |
|   |                                                      |   |
|   |                                                      |   |
|   | By:                                                       |   |
|   |                                                      | Name: |   |
|   |                                                      | Its: |   |

 
|   | CATALINA CDO LTD., as a  Lender |
|--------|---------------------------------|
|   | By:                             | Pacific Investment  Management Company, LLC, |
|   |                            | as its Investment Advisor |
|   |                            |   |
|   |                            |   |
|   | By:                             |   |
|   |                            | Name: |   |
|   |                            | Its: |   |

 
|   | DELANO COMPANY, as a  Lender |
|--------|------------------------------|
|   | By:                          | Pacific Investment  Management Company, LLC, |
|   |                         | as its Investment  Advisor |
|   |                         |   |
|   |                         |   |
|   | By:                          |   |
|   |                         | Name: |   |
|   |                         | Its: |   |

 
|   | JISSEKIKUN FUNDING,  LTD., as a Lender |
|--------|----------------------------------------|
|   | By:                                    | Pacific Investment  Management Company, LLC, |
|   |                                   | as its Investment  Advisor |
|   |                                   |   |
|   |                                   |   |
|   | By:                                    |   |
|   |                                   | Name: |   |
|   |                                   | Its: |   |

 

 

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|   | PIMCO HIGH YIELD FUND  (ACCOUNT 705), as a Lender |
|--------|---------------------------------------------------|
|   | By:                                               | Pacific Investment  Management Company, LLC, |
|   |                                              | as its Investment  Advisor, acting through Investors |
|   |                                              | Fiduciary Trust Company  in the Nominee Name of IFTCO |
|   |                                              |   |
|   |                                              |   |
|   | By:                                               |   |
|   |                                              | Name: |   |
|   |                                              | Its: |   |

 
|   | ROYALTON COMPANY, as a  Lender |
|--------|--------------------------------|
|   | By:                            | Pacific Investment  Management Company, LLC, |
|   |                           | as its Investment  Advisor |
|   |                           |   |
|   |                           |   |
|   | By:                            |   |
|   |                           | Name: |   |
|   |                           | Its: |   |

 
|   | SAN JOAQUIN CDO I  LIMITED, as a Lender |
|--------|-----------------------------------------|
|   | By:                                     | Pacific Investment  Management Company, LLC, |
|   |                                    | as its Investment  Advisor |
|   |                                    |   |
|   |                                    |   |
|   | By:                                     |   |
|   |                                    | Name: |   |
|   |                                    | Its: |   |

 
|   | SEQUILS-MAGNUM, INC.,  as a Lender |
|--------|------------------------------------|
|   | By:                                | Pacific Investment  Management Company,LLC, |
|   |                               | as its Investment  Advisor |
|   |                               |   |
|   |                               |   |
|   | By:                                |   |
|   |                               | Name: |   |
|   |                               | Its: |   |

 

 

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|   | ALLFIRST BANK, as a  Lender |
|--------|-----------------------------|
|   |                        |   |
|   |                        |   |
|   | By:                         | /s/Wendy M.  Andrus |
|   |                        | Name: | Wendy  M. Andrus |
|   |                        | Its: | Vice  President |

 
|   | AMARA 2 FINANCE, LTD.,  as a Lender |
|--------|-------------------------------------|
|   | By:                                 | INVESCO Senior Secured  Management, Inc., as Subadvisor |
|   |                                |
|   |                                |
|   | By:                                 |   | /s/Thomas  H.B. Ewald |
|   |                                | Name: | Thomas H.B. Ewald |
|   |                                | Its: | Authorized Signatory |

 
|   | AMARA-I FINANCE, LTD.,  as a Lender |
|--------|-------------------------------------|
|   | By:                                 | INVESCO Senior Secured  Management, Inc., as Subadvisor |
|   |                                |
|   |                                |
|   | By:                                 |   | /s/Thomas  H.B. Ewald |
|   |                                | Name: | Thomas H.B. Ewald |
|   |                                | Its: | Authorized Signatory |
|        |                                     |  |  |  |

 
|   | AVALON CAPITAL LTD., as  a Lender |
|--------|-----------------------------------|
|   | By:                               | INVESCO Senior Secured  Management, Inc., as Portfolio |
|   |                              | Manager |
|   |                              |
|   |                              |
|   | By:                               |   | /s/Thomas  H.B. Ewald |
|   |                              | Name: | Thomas H.B. Ewald |
|   |                              | Its: | Authorized Signatory |

 
|   | AVALON CAPITAL LTD. 2,  as a Lender |
|--------|-------------------------------------|
|   | By:                                 | INVESCO Senior Secured  Management, Inc., as Portfolio |
|   |                                | Manager |
|   |                                |
|   |                                |
|   | By:                                 |   | /s/Thomas  H.B. Ewald |
|   |                                | Name: | Thomas H.B. Ewald |
|   |                                | Its: | Authorized Signatory |

 

 

----

 

 
|   | SEQUILS-LIBERTY, LTD.,  as a Lender |
|--------|-------------------------------------|
|   | By:                                 | INVESCO Senior Secured  Management, Inc., as Collateral |
|   |                                | Manager |
|   |                                |
|   |                                |
|   | By:                                 |   | /s/Thomas  H.B. Ewald |
|   |                                | Name: | Thomas H.B. Ewald |
|   |                                | Its: | Authorized Signatory |
|        |                                     |  |  |  |

 
|   | AMMC CDO II, LIMITED |
|--------|----------------------|
|   | By:                  | American Money  Management Corp., |
|   |                 | as Collateral Manager |
|   |                 |
|   |                 |
|   | By:                  |   |  /s/David P. Meyer |
|   |                 | Name: | David P. Meyer |
|   |                 | Its: | Vice President |
|        |                      |  |  |  |

 
|   | ARCHIMEDES FUNDING II,  LTD., as a Lender |
|--------|-------------------------------------------|
|   | By:                                       | ING Capital Advisors  LLC, as Collateral Manager |
|   |                                      |
|   |                                      |
|   | By:                                       |   | /s/Gordon  Cook |
|   |                                      | Name: | Gordon Cook |
|   |                                      | Its: | Senior Vice President  & Portfolio Manager |
|        |                                           |  |  |  |

 
|   | ARCHIMEDES FUNDING III,  LTD., as a Lender |
|--------|--------------------------------------------|
|   | By:                                        | ING Capital Advisors  LLC, as Collateral Manager |
|   |                                       |
|   |                                       |
|   | By:                                        |   | /s/Gordon  Cook |
|   |                                       | Name: | Gordon Cook |
|   |                                       | Its: | Senior Vice President  & Portfolio Manager |
|        |                                            |  |  |  |

 

 

----

 
|   | BALANCED HIGH YIELD  FUND II, LTD., as a Lender |
|--------|-------------------------------------------------|
|   | By:                                             | ING Capital Advisors  LLC,  as Asset Manager |
|   |                                            |
|   |                                            |
|   | By:                                             |   | /s/Gordon  Cook |
|   |                                            | Name: | Gordon Cook |
|   |                                            | Its: | Senior Vice President  & Portfolio Manager |
|        |                                                 |  |  |  |

 
|   | NEMEAN CLO, LTD., as a  Lender |
|--------|--------------------------------|
|   | By:                            | ING Capital Advisors  LLC,  as Asset Manager |
|   |                           |
|   |                           |
|   | By:                            |   | /s/Gordon  Cook |
|   |                           | Name: | Gordon Cook |
|   |                           | Its: | Senior Vice President  & Portfolio Manager |
|        |                                |  |  |  |

 
|   | THE ING CAPITAL SENIOR  SECURED HIGH INCOME FUND, L.P., as a Lender |
|--------|---------------------------------------------------------------------|
|   | By:                                                                 | ING Capital Advisors  LLC,  as Investment Manager |
|   |                                                                |
|   |                                                                |
|   | By:                                                                 |   | /s/Gordon  Cook |
|   |                                                                | Name: | Gordon Cook |
|   |                                                                | Its: | Senior Vice President  & Portfolio Manager |
|        |                                                                     |  |  |  |

 
|   | SEQUILS-ING I (HBDGM),  LTD., as a Lender |
|--------|-------------------------------------------|
|   | By:                                       | ING Capital Advisors  LLC,  as Collateral Manager |
|   |                                      |
|   |                                      |
|   | By:                                       |   | /s/Gordon  Cook |
|   |                                      | Name: | Gordon Cook |
|   |                                      | Its: | Senior Vice President  & Portfolio Manager |
|        |                                           |  |  |  |

 

 

----

 
|   | AXP BOND FUND, INC., as  a Lender |
|--------|-----------------------------------|
|   | By:                               | American Express  Financial Advisors |
|   |                              |
|   |                              |
|   | By:                               |   | /s/Timothy  J. Masek |
|   |                              | Name: | Timothy J. Masek |
|   |                              | Its: | Assistant Vice  President |
|        |                                   |  |  |  |

 
|   | AXP VARIABLE PORTFOLIO  - BOND FUND, A SERIES OF AXP |
|--------|------------------------------------------------------|
|   | VARIABLE PORTFOLIO  INCOME SERIES, INC., as a Lender |
|   | By:                                                  | American Express  Financial Advisors |
|   |                                                 |
|   |                                                 |
|   | By:                                                  |   |  /s/Timothy J. Masek |
|   |                                                 | Name: | Timothy J. Masek |
|   |                                                 | Its: | Assistant Vice  President, AXP Variable |
|   |                                                 |   | Portfolio Income  Series, Inc. |
|        |                                                      |  |  |  |

 
|   | AXP VARIABLE PORTFOLIO  — EXTRA INCOME FUND, A                |
|--------|--------------------------------------------------------------------|
|   | SERIES OF AXP VARIABLE  PORTFOLIO INCOME SERIES, INC., as a Lender |
|   | By:                                                                | American Express  Financial Advisors |
|   |                                                               |
|   |                                                               |
|   | By:                                                                |   | /s/Timothy  J. Masek |
|   |                                                               | Name: | Timothy J. Masek |
|   |                                                               | Its: | Assistant Vice  President, AXP Variable |
|   |                                                               |   | Portfolio Income  Series, Inc. |
|        |                                                                    |  |  |  |

 
|   | HIGH YIELD PORTFOLIO, A  SERIES OF INCOME TRUST, as a Lender |
|--------|--------------------------------------------------------------|
|   | By:                                                          | American Express  Financial Advisors |
|   |                                                         |
|   |                                                         |
|   | By:                                                          |   | /s/Timothy  J. Masek |
|   |                                                         | Name: | Timothy J. Masek |
|   |                                                         | Its: | Assistant Vice  President, Income Trust |
|        |                                                              |  |  |  |

 

 

----

 
|   | BANK OF AMERICA, N.A.,  as a Lender and as a Swing Line Lender |
|--------|----------------------------------------------------------------|
|   |                                                           |   |
|   |                                                           |   |
|   | By:                                                            |   | /s/Richard  M. Peck |
|   |                                                           | Name: | Richard M. Peck |
|   |                                                           | Its: | Vice President |
|        |                                                                |  |  |  |

 
|   | THE BANK OF NOVA  SCOTIA, NEW YORK AGENCY as a Lender |
|--------|-------------------------------------------------------|
|   |                                                  |   |
|   |                                                  |   |
|   | By:                                                   |   | /s/Stephen  C. Levi |
|   |                                                  | Name: | Stephen C. Levi |
|   |                                                  | Its: | Authorized Signatory |
|        |                                                       |  |  |  |

 
|   | BLUE SQUARE FUNDING  LIMITED SERIES 3, as a Lender |
|--------|----------------------------------------------------|
|   | Blue Square Funding Series  3                      |
|   | By:                                                | Bankers Trust Company,  as Trustee |
|   |                                               |   |
|   |                                               |   |
|   | By:                                                |   | /s/Susan  Anderson |
|   |                                               | Name: | Susan Anderson |
|   |                                               | Its: | Assistant Vice  President |
|        |                                                    |  |  |  |

 
|   | BNP PARIBAS, as a  Lender |
|--------|---------------------------|
|   |                      |
|   |                      |
|   | By:                       |   | /s/Gregg  Bonardi |
|   |                      | Name: | Gregg Bonardi |
|   |                      | Its: | Director Media &  Telecom Finance |
|   |                      |   |   |
|   |                      |   |   |
|   | By:                       |   | /s/Serge  Desrayaud |
|   |                      | Name: | Serge Desrayaud |
|   |                      | Its: | Head of Asset  Management Media & Telecom Finance |
|        |                           |  |  |  |

 

 

----

 
|   | CAPTIVA II FINANCE  LTD., as a Lender |
|--------|---------------------------------------|
|   | By:                                   | TCW Advisors, Inc., as  its Collateral Manager |
|   |                                  |   |
|   |                                  |   |
|   | By:                                   |   |   |
|   |                                  | Name: |   |
|   |                                  | Its: |   |
|        |                                       |  |  |  |

 
|   | SEQUILS IV, LTD., as a  Lender |
|--------|--------------------------------|
|   | By:                            | TCW  Advisors, Inc., as its Collateral Manager |
|   |                           |
|   |                           |
|   | By:                            |   | /s/Mark  L. Gold |
|   |                           | Name: | Mark L. Gold |
|   |                           | Its: | Managing Director |
|   |                           |   |   |
|   |                           |   |   |
|   | By:                            |   | /s/William  Brennan |
|   |                           | Name: | William Brennan |
|   |                           | Its: | Vice President |
|        |                                |  |  |  |

 
|   | CENTURION CDO II, LTD.,  as a Lender |
|--------|--------------------------------------|
|   | By:                                  | American Express Asset  Management Group, Inc., |
|   |                                 | As Collateral Manager |
|   |                                 |   |
|   |                                 |   |
|   | By:                                  |   | /s/Michael  M. Leyland |
|   |                                 | Name: | Michael M. Leyland |
|   |                                 | Its: | Managing Director |
|        |                                      |  |  |  |

 
|   | CENTURION CDO III,  LTD., as a Lender |
|--------|---------------------------------------|
|   | By:                                   | American Express Asset  Management Group, Inc., |
|   |                                  | As Collateral Manager |
|   |                                  |   |
|   |                                  |   |
|   | By:                                   | /s/Michael  M. Leyland |
|   |                                  | Name: | Michael M. Leyland |
|   |                                  | Its: | Managing Director |
|        |                                       |  |  |  |

 
|   | SEQUILS-CENTURION V,  LTD., as a Lender |
|--------|-----------------------------------------|
|   | By:                                     | American Express Asset  Management Group, Inc., |
|   |                                    | As Collateral Manager |
|   |                                    |   |
|   |                                    |   |
|   | By:                                     | /s/Michael  M. Leyland |
|   |                                    | Name: | Michael M. Leyland |
|   |                                    | Its: | Managing Director |
|        |                                         |  |  |  |

 

 

----

 
|   | THE CIT GROUP /  EQUIPMENT FINANCING, INC., as a Lender |
|--------|---------------------------------------------------------|
|   |                                                    |   |
|   |                                                    |   |
|   | By:                                                     | /s/Steven  Reedy |
|   |                                                    | Name: | Steven Reedy |
|   |                                                    | Its: | Vice President |
|        |                                                         |  |  |  |

 
|   | CITIZENS BANK OF  MASSACHUSETTS, as a Lender |
|--------|----------------------------------------------|
|   |                                         |   |
|   |                                         |   |
|   | By:                                          | /s/Hamilton  H. Wood, Jr. |
|   |                                         | Name: | Hamilton H. Wood, Jr. |
|   |                                         | Its: | Senior Vice President |
|        |                                              |  |  |  |

 
|   | CITY NATIONAL BANK, as  a Lender |
|--------|----------------------------------|
|   |                             |   |
|   |                             |   |
|   | By:                              | /s/Aaron  Cohen |
|   |                             | Name: | Aaron Cohen |
|   |                             | Its: | Vice President |
|        |                                  |  |  |  |

 
|   | COBANK, ACB, as a  Lender |
|--------|---------------------------|
|   |                      |   |
|   |                      |   |
|   | By:                       | /s/Teresa  L. Fountain |
|   |                      | Name: | Teresa L. Fountain |
|   |                      | Its: | Assistant Corporate  Secretary |
|        |                           |  |  |  |

 

 

----

 
|   | COLUMBUS LOAN FUNDING  LTD., as a Lender |
|--------|------------------------------------------|
|   | By:                                      | Travelers Asset  Management International Company LLC |
|   |                                     |   |
|   |                                     |   |
|   | By:                                      |   | /s/William  M. Gardner |
|   |                                     | Name: | William M. Gardner |
|   |                                     | Its: | Assistant Investment  Officer |
|        |                                          |  |  |  |

 
|   | THE TRAVELERS INSURANCE  COMPANY, as a Lender |
|--------|-----------------------------------------------|
|   | By:                                           | Travelers Asset  Management International Company LLC |
|   |                                          |   |
|   |                                          |   |
|   | By:                                           |   | /s/William  M. Gardner |
|   |                                          | Name: | William M. Gardner |
|   |                                          | Its: | Assistant Investment  Officer |
|        |                                               |  |  |  |

 
|   | TRAVELERS CORPORATE  LOAN FUND INC., as a Lender |
|--------|--------------------------------------------------|
|   | By:                                              | Travelers Asset  Management International Company LLC |
|   |                                             |   |
|   |                                             |   |
|   | By:                                              |   | /s/William  M. Gardner |
|   |                                             | Name: | William M. Gardner |
|   |                                             | Its: | Assistant Investment  Officer |
|        |                                                  |  |  |  |

 
|   | COOPERATIEVE CENTRALE  RAIFFEISEN-BOERENLEENBANK  B.A.,  “RABOBANK NEDERLAND”, NEW YORK BRANCH, as a Lender |
|--------|----------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                       |
|   |                                                                                                                       |
|   | By:                                                                                                                        |   | /s/Michael  R. Phelan |
|   |                                                                                                                       | Name: | Michael R. Phelan |
|   |                                                                                                                       | Its: | Executive Director |
|   |                                                                                                                       |
|   |                                                                                                                       |
|   | By:                                                                                                                        |   | /s/James  S. Cunningham |
|   |                                                                                                                       | Name: | James S. Cunningham |
|   |                                                                                                                       | Its: | Managing Director |
|   |                                                                                                                       |   | Chief Risk Officer |
|        |                                                                                                                            |  |  |  |

 

 

----

 
|   | CREDIT AGRICOLE  INDOSUEZ, as a Lender |
|--------|----------------------------------------|
|   |                                   |
|   |                                   |
|   | By:                                    |   | /s/John  McCloskey |
|   |                                   | Name: | John McCloskey |
|   |                                   | Its: | FVP |
|   |                                   |
|   |                                   |
|   | By:                                    |   | /s/Gary  Geller |
|   |                                   | Name: | Gary Geller |
|   |                                   | Its: | FVP |
|        |                                        |  |  |  |

 
|   | CYPRESSTREE INVESTMENT  PARTNERS I, LTD., as a Lender |
|--------|-------------------------------------------------------|
|   | By:                                                   | Travelers Asset  Management International Company LLC |
|   |                                                  |   |
|   |                                                  |   |
|   | By:                                                   |   | /s/Jonathan  D. Sharkey |
|   |                                                  | Name: | Jonathan D. Sharkey |
|   |                                                  | Its: | Principal |
|        |                                                       |  |  |  |

 
|   | NORTH AMERICAN SENIOR  FLOATING RATE FUND, as a Lender |
|--------|--------------------------------------------------------|
|   | By:                                                    | CypressTree  Investment Management Company, Inc. |
|   |                                                   | as  Portfolio Manager |
|   |                                                   |   |
|   |                                                   |   |
|   | By:                                                    |   | /s/Christopher  A. Bondy |
|   |                                                   | Name: | Christopher A. Bondy |
|   |                                                   | Its: | Partner |
|        |                                                        |  |  |  |

 
|   | THE DAI-ICHI  KANGYO BANK, LTD., NEW YORK BRANCH, as a Lender |
|--------|---------------------------------------------------------------|
|   |                                                          |
|   |                                                          |
|   | By:                                                           |   | /s/Yudesh  Sohan |
|   |                                                          | Name: | Yudesh Sohan |
|   |                                                          | Its: | Credit Officer |
|        |                                                               |  |  |  |

 

 

----

 
|   | DEBT STRATEGIES FUND, INC., as a Lender |
|--------|-----------------------------------------|
|   |                                    |
|   |                                    |
|   | By:                                     |   | /s/Joseph  Matteo |
|   |                                    | Name: | Joseph Matteo |
|   |                                    | Its: | Authorized Signatory |
|        |                                         |  |  |  |

 
|   | MASTER SENIOR  FLOATING RATE TRUST, as a Lender |
|--------|-------------------------------------------------|
|   |                                            |
|   |                                            |
|   | By:                                             |   | /s/Joseph  Matteo |
|   |                                            | Name: | Joseph Matteo |
|   |                                            | Its: | Authorized Signatory |
|        |                                                 |  |  |  |

 
|   | MERRILL LYNCH  SENIOR FLOATING RATE FUND, INC., as a Lender |
|--------|-------------------------------------------------------------|
|   |                                                        |
|   |                                                        |
|   | By:                                                         |   | /s/Joseph  Matteo |
|   |                                                        | Name: | Joseph Matteo |
|   |                                                        | Its: | Authorized Signatory |
|        |                                                             |  |  |  |

 
|   | DEXIA CREDIT  LOCAL DE FRANCE – NEW YORK AGENCY, as a Lender |
|--------|-------------------------------------------------------------------|
|   |                                                              |
|   |                                                              |
|   | By:                                                               |   |   |
|   |                                                              | Name: |   |
|   |                                                              | Its: |   |
|   |                                                              |   |   |
|   | By:                                                               |   |   |
|   |                                                              | Name: |   |
|   |                                                              | Its: |   |
|        |                                                                   |  |  |  |

 

 

----

 
|   | EATON VANCE CDO III,  LTD., as a Lender |
|--------|-----------------------------------------|
|   | By:                                     | Eaton Vance Management, |
|   |                                    | as Investment Advisor |
|   |                                    |   |
|   |                                    |   |
|   | By:                                     |   | /s/Payson  F. Swaffield |
|   |                                    | Name: | Payson F. Swaffield |
|   |                                    | Its: | Vice President |
|        |                                         |  |  |  |

 
|   | EATON VANCE  INSTITUTIONAL SENIOR LOAN FUND, as a Lender |
|--------|----------------------------------------------------------|
|   | By:                                                      | Eaton Vance Management, |
|   |                                                     | as Investment Advisor |
|   |                                                     |   |   |
|   |                                                     |   |   |
|   | By:                                                      |   | /s/Payson  F. Swaffield |
|   |                                                     | Name: | Payson F. Swaffield |
|   |                                                     | Its: | Vice President |
|        |                                                          |  |  |  |

 
|   | EATON VANCE SENIOR  INCOME TRUST, as a Lender |
|--------|-----------------------------------------------|
|   | By:                                           | Eaton Vance Management, |
|   |                                          | as Investment Advisor |
|   |                                          |   |   |
|   |                                          |   |   |
|   | By:                                           |   | /s/Payson  F. Swaffield |
|   |                                          | Name: | Payson F. Swaffield |
|   |                                          | Its: | Vice President |
|   |
|   | GRAYSON & CO, as a  Lender                |
|   | By:                                           | Boston Management and  Research, |
|   |                                          | as Investment Advisor |
|   |                                          |   |   |
|   |                                          |   |   |
|   | By:                                           |   | /s/Payson  F. Swaffield |
|   |                                          | Name: | Payson F. Swaffield |
|   |                                          | Its: | Vice President |
|        |                                               |  |  |  |

 

 

----

 
|   | OXFORD STRATEGIC INCOME  FUND, as a Lender |
|--------|--------------------------------------------|
|   | By:                                        | Eaton Vance Management, |
|   |                                       | as Investment Advisor |
|   |                                       |   |   |
|   |                                       |   |   |
|   | By:                                        |   | /s/Payson  F. Swaffield |
|   |                                       | Name: | Payson F. Swaffield |
|   |                                       | Its: | Vice President |

 
|   |   |
|--------|--------|
|   | By:    | SENIOR DEBT PORTFOLIO,  as a Lender |
|   |   | as Investment Advisor |
|   |   |   |   |
|   |   |   |   |
|   | By:    |   | /s/Payson  F. Swaffield |
|   |   | Name: | Payson F. Swaffield |
|   |   | Its: | Vice President |
|        |        |  |  |  |

 
|   | ELF FUNDING TRUST I, as  a Lender |
|--------|-----------------------------------|
|   | By:                               | Highland Capital  Management, L.P. |
|   |                              | as Collateral Manager |
|   |                              |   |   |
|   |                              |   |   |
|   | By:                               |   | /s/Louis  Loven |
|   |                              | Name: | Louis Loven |
|   |                              | Its: | Executive Vice  President - CFO |
|   |                              |   | Highland Capital  Management, L.P. |
|        |                                   |  |  |  |

 
|   | HIGHLAND LEGACY  LIMITED, as a Lender |
|--------|---------------------------------------|
|   | By:                                   | Highland Capital  Management, L.P. |
|   |                                  | as Collateral Manager |
|   |                                  |   |   |
|   |                                  |   |   |
|   | By:                                   |   | /s/Louis  Loven |
|   |                                  | Name: | Louis Loven |
|   |                                  | Its: | Executive Vice  President - CFO |
|   |                                  |   | Highland Capital  Management, L.P. |
|        |                                       |  |  |  |

 
|   | HIGHLAND LOAN FUNDING  V, LTD., as a Lender |
|--------|---------------------------------------------|
|   | By:                                         | Highland Capital  Management, L.P. |
|   |                                        | as Collateral Manager |
|   |                                        |   |   |
|   |                                        |   |   |
|   | By:                                         |   | /s/Louis  Loven |
|   |                                        | Name: | Louis Loven |
|   |                                        | Its: | Executive Vice  President - CFO |
|   |                                        |   | Highland Capital  Management, L.P. |
|        |                                             |  |  |  |

 
|   | SL LOANS I LIMITED, as  a Lender |
|--------|----------------------------------|
|   |                             |   |   |
|   |                             |   |   |
|   | By:                              |   | /s/Louis  Loven |
|   |                             | Name: | Louis Loven |
|   |                             | Its: | Executive Vice  President - CFO |
|   |                             |   | Highland Capital  Management, L.P. |
|        |                                  |  |  |  |

 

 

----

 
|   | EMERALD ORCHARD  LIMITED, as a Lender |
|--------|---------------------------------------|
|   |                                  |   |   |   |
|   |                                  |   |   |   |
|   | By:                                   |   | /s/Susan  K. Strong |   |
|   |                                  | Name: | Susan K. Strong |   |
|   |                                  | Its: | Attorney in Fact |

 
|   | FIRST UNION NATIONAL  BANK, as a Lender |
|--------|-----------------------------------------|
|   |                                    |   |   |
|   |                                    |   |   |
|   | By:                                     |   | /s/Mark  L. Cook |
|   |                                    | Name: | Mark L. Cook |
|   |                                    | Its: | Senior Vice President |
|        |                                         |  |  |  |

 
|   | FLEET NATIONAL BANK, as  a Lender |
|--------|-----------------------------------|
|   |                              |   |   |
|   |                              |   |   |
|   | By:                               |   | /s/Ellery  Willard |
|   |                              | Name: | Ellery (Tim)  Willard |
|   |                              | Its: | Director |
|        |                                   |  |  |  |

 
|   | FLEET NATIONAL BANK                                                |
|--------|--------------------------------------------------------------------|
|   | As Trust Administrator  for Long Lane Master Trust IV, as a Lender |
|   |                                                               |   |   |
|   |                                                               |   |   |
|   | By:                                                                |   | /s/Darcey F. Bartel |
|   |                                                               | Name: | Darcey F. Bartel |
|   |                                                               | Its: | VP |
|        |                                                                    |  |  |  |

 

 

----

 
|   | FRANKLIN FLOATING RATE  TRUST, as a Lender |
|--------|--------------------------------------------|
|   |                                       |   |   |
|   |                                       |   |   |
|   | By:                                        |   | /s/Chauncey Lufkin |
|   |                                       | Name: | Chauncey Lufkin |
|   |                                       | Its: | Vice President |
|        |                                            |  |  |  |

 
|   | FRANKLIN CLO II, LTD.,  as a Lender |
|--------|-------------------------------------|
|   |                                |   |   |
|   |                                |   |   |
|   | By:                                 |   | /s/Chauncey Lufkin |
|   |                                | Name: | Chauncey Lufkin |
|   |                                | Its: | Vice President |
|        |                                     |  |  |  |

 
|   | GALAXY CLO 1999-1,  LTD., as a Lender |
|--------|---------------------------------------|
|   | By:                                   | SAI Investment Adviser,  Inc. |
|   |                                  | its Collateral Manager |
|   |                                  |   |   |
|   |                                  |   |   |
|   | By:                                   |   |  /s/Thomas G. Brandt |
|   |                                  | Name: | Thomas G. Brandt |
|   |                                  | Its: | Vice President |
|        |                                       |  |  |  |

 
|   | GENERAL ELECTRIC  CAPITAL CORPORATION, as a Lender |
|--------|----------------------------------------------------|
|   |                                               |   |   |
|   |                                               |   |   |
|   | By:                                                |   | /s/Molly  S. Fergusson |
|   |                                               | Name: | Molly S. Fergusson |
|   |                                               | Its: | Manager, Operations |
|        |                                                    |  |  |  |

 

 

----

 
|   | THE GOVERNOR AND  COMPANY OF THE BANK OF SCOTLAND, as a Lender |
|--------|----------------------------------------------------------------|
|   |                                                           |   |   |
|   |                                                           |   |   |
|   | By:                                                            |   | /s/Andrew  Browning |
|   |                                                           | Name: | Andrew Browning |
|   |                                                           | Its: | Associate Director |
|        |                                                                |  |  |  |

 
|   | Sankaty Advisors, LLC  as Collateral Manager for |
|--------|--------------------------------------------------|
|   | GREAT POINT CLO 1999-1  LTD., as Term Lender     |
|   |                                             |   |   |
|   |                                             |   |   |
|   | By:                                              |   | /s/Diane  J. Exter |
|   |                                             | Name: | Diane J. Exter |
|   |                                             | Its: | Managing Director |
|   |                                             |   | Portfolio Manager |
|        |                                                  |  |  |  |

 
|   | Sankaty Advisors, LLC  as Collateral Manager for |
|--------|--------------------------------------------------|
|   | RACE POINT CLO,  LIMITED, as Term Lender         |
|   |                                             |   |   |
|   |                                             |   |   |
|   | By:                                              |   | /s/Diane  J. Exter |
|   |                                             | Name: | Diane J. Exter |
|   |                                             | Its: | Managing Director |
|   |                                             |   | Portfolio Manager |
|        |                                                  |  |  |  |

 
|   | SANKATY HIGH YIELD  PARTNERS II, L.P., as a Lender |
|--------|----------------------------------------------------|
|   |                                               |   |   |
|   |                                               |   |   |
|   | By:                                                |   | /s/Diane  J. Exter |
|   |                                               | Name: | Diane J. Exter |
|   |                                               | Its: | Managing Director |
|   |                                               |   | Portfolio Manager |
|        |                                                    |  |  |  |

 

 

----

 
|   | HAMILTON CDO, LTD., as  a Lender |
|--------|----------------------------------|
|   | By:                              | Stanfield Capital  Partners, LLC |
|   | As its Collateral  Manager       |
|   |                             |   |   |
|   |                             |   |   |
|   | By:                              |   | /s/Christopher  A. Bondy |
|   |                             | Name: | Christopher A. Bondy |
|   |                             | Its: | Partner |
|        |                                  |  |  |  |

 
|   | KZH CRESCENT LLC, as a  Lender |
|--------|--------------------------------|
|   |                           |   |   |
|   |                           |   |   |
|   | By:                            |   | /s/Susan  Lee |
|   |                           | Name: | Susan Lee |
|   |                           | Its: | Authorized Agent |
|        |                                |  |  |  |

 
|   | KZH CRESCENT-2 LLC, as  a Lender |
|--------|----------------------------------|
|   |                             |   |   |
|   |                             |   |   |
|   | By:                              |   | /s/Susan  Lee |
|   |                             | Name: | Susan Lee |
|   |                             | Its: | Authorized Agent |
|        |                                  |  |  |  |

 
|   | KZH CRESCENT-1LLC, as a  Lender |
|--------|---------------------------------|
|   |                            |   |   |
|   |                            |   |   |
|   | By:                             |   | /s/Susan  Lee |
|   |                            | Name: | Susan Lee |
|   |                            | Its: | Authorized Agent |
|        |                                 |  |  |  |

 
|   | KZH HIGHLAND-2 LLC, as  a Lender |
|--------|----------------------------------|
|   |                             |   |   |
|   |                             |   |   |
|   | By:                              |   | /s/Susan  Lee |
|   |                             | Name: | Susan Lee |
|   |                             | Its: | Authorized Agent |
|        |                                  |  |  |  |

 

 

----

 
|   | KZH ING-1 LLC, as a  Lender |
|--------|-----------------------------|
|   |                        |   |   |
|   |                        |   |   |
|   | By:                         |   | /s/Susan  Lee |
|   |                        | Name: | Susan Lee |
|   |                        | Its: | Authorized Agent |
|        |                             |  |  |  |

 
|   | KZH ING-2 LLC, as a  Lender |
|--------|-----------------------------|
|   |                        |   |   |
|   |                        |   |   |
|   | By:                         |   | /s/Susan  Lee |
|   |                        | Name: | Susan Lee |
|   |                        | Its: | Authorized Agent |
|        |                             |  |  |  |

 
|   | KZH ING-3 LLC, as a  Lender |
|--------|-----------------------------|
|   |                        |   |   |
|   |                        |   |   |
|   | By:                         |   | /s/Susan  Lee |
|   |                        | Name: | Susan Lee |
|   |                        | Its: | Authorized Agent |
|        |                             |  |  |  |

 
|   | KZH PAMCO LLC, as a  Lender |
|--------|-----------------------------|
|   |                        |   |   |
|   |                        |   |   |
|   | By:                         |   | /s/Susan  Lee |
|   |                        | Name: | Susan Lee |
|   |                        | Its: | Authorized Agent |
|        |                             |  |  |  |

 
|   | KZH RIVERSIDE LLC, as a  Lender |
|--------|---------------------------------|
|   |                            |   |   |
|   |                            |   |   |
|   | By:                             |   | /s/Susan  Lee |
|   |                            | Name: | Susan Lee |
|   |                            | Its: | Authorized Agent |
|        |                                 |  |  |  |

 

 

----

 
|   | KZH SOLEIL LLC, as a  Lender |
|--------|------------------------------|
|   |                         |   |   |
|   |                         |   |   |
|   | By:                          |   | /s/Susan  Lee |
|   |                         | Name: | Susan Lee |
|   |                         | Its: | Authorized Agent |
|        |                              |  |  |  |

 
|   | KZH SOLEIL-2 LLC, as a  Lender |
|--------|--------------------------------|
|   |                           |   |   |
|   |                           |   |   |
|   | By:                            |   | /s/Susan  Lee |
|   |                           | Name: | Susan Lee |
|   |                           | Its: | Authorized Agent |
|        |                                |  |  |  |

 
|   | KZH STERLING LLC, as a  Lender |
|--------|--------------------------------|
|   |                           |   |   |
|   |                           |   |   |
|   | By:                            |   | /s/Susan  Lee |
|   |                           | Name: | Susan Lee |
|   |                           | Its: | Authorized Agent |
|        |                                |  |  |  |

 
|   | HARBOUR TOWN FUNDING  TRUST, as a Lender |
|--------|------------------------------------------|
|   |                                     |   |   |
|   |                                     |   |   |
|   | By:                                      |   | /s/Diana  L. Mushill |
|   |                                     | Name: | Diana L. Mushill |
|   |                                     | Its: | Authorized Agent |
|        |                                          |  |  |  |

 

 

----

 
|   | MUIRFIELD TRADING LLC,  as a Lender |
|--------|-------------------------------------|
|   |                                |   |   |
|   |                                |   |   |
|   | By:                                 |   | /s/Diana  L. Mushill |
|   |                                | Name: | Diana L. Mushill |
|   |                                | Its: | Asst. Vice President |
|        |                                     |  |  |  |

 
|   | OLYMPIC FUNDING TRUST,  SERIES, 1999-1, as a Lender |
|--------|-----------------------------------------------------|
|   |                                                |   |   |
|   |                                                |   |   |
|   | By:                                                 |   | /s/Diana  L. Mushill |
|   |                                                | Name: | Diana L. Mushill |
|   |                                                | Its: | Authorized Agent |
|        |                                                     |  |  |  |

 
|   | PPM SPYGLASS FUNDING  TRUST, as a Lender |
|--------|------------------------------------------|
|   |                                     |   |   |
|   |                                     |   |   |
|   | By:                                      |   | /s/Diana  L. Mushill |
|   |                                     | Name: | Diana L. Mushill |
|   |                                     | Its: | Authorized Agent |
|        |                                          |  |  |  |

 
|   | SRF TRADING, INC., as a  Lender |
|--------|---------------------------------|
|   |                            |   |   |
|   |                            |   |   |
|   | By:                             |   | /s/Diana  L. Mushill |
|   |                            | Name: | Diana L. Mushill |
|   |                            | Its: | Asst. Vice President |
|        |                                 |  |  |  |

 

 

----

 
|   | BANKNORTH, N.A., as a  Lender |
|--------|-------------------------------|
|   |                          |   |   |
|   |                          |   |   |
|   | By:                           |   | /s/Nicolas  Caussade |
|   |                          | Name: | Nicolas Caussade |
|   |                          | Its: | A.C. |
|        |                               |  |  |  |

 
|   | IBM CREDIT CORPORATION,  as a Lender |
|--------|--------------------------------------|
|   |                                 |   |   |
|   |                                 |   |   |
|   | By:                                  |   | /s/Thomas  S. Curcio |
|   |                                 | Name: | Thomas S. Curcio |
|   |                                 | Its: | Manager of Credit |
|        |                                      |  |  |  |

 
|   | INNER HARBOR CBO 2001-1  LTD., as a Lender |
|--------|--------------------------------------------|
|   |                                       |   |   |
|   |                                       |   |   |
|   | By:                                        |   |   |
|   |                                       | Name: |   |
|   |                                       | Its: |   |
|        |                                            |  |  |  |

 
|   | KEMPER FLOATING RATE  FUND, as a Lender |
|--------|-----------------------------------------|
|   |                                    |   |   |
|   |                                    |   |   |
|   | By:                                     |   | /s/Kenneth  Weber |
|   |                                    | Name: | Kenneth  Weber |
|   |                                    | Its: | Sr.  Vice President |
|        |                                         |  |  |  |

 

 

----

 
|   | KEY CORPORATE CAPITAL,  INC., as a Lender |
|--------|-------------------------------------------|
|   |                                      |   |   |
|   |                                      |   |   |
|   | By:                                       |   |  /s/Chris Swindell |
|   |                                      | Name: | Chris Swindell |
|   |                                      | Its: | SVP |
|        |                                           |  |  |  |

 
|   | LANDMARK CDO LIMITED,  as a Lender |
|--------|------------------------------------|
|   | By:                                | Aladdin Asset Management  LLC, As Advisor |
|   |                               |   |
|   |                               |   |
|   |                               | By: |   |
|   |                               | Name: |   |
|   |                               | Its: |   |
|        |                                    |  |  |  |

 
|  

  | LIBERTY-STEIN ROE  ADVISOR FLOATING RATE ADVANTAGE FUND, as a Lender |
|----------------|----------------------------------------------------------------------|
|           | By:                                                                  | Stein Roe & Farnham  Incorporated, As Advisor |
|           |                                                                 |   |
|           |                                                                 |   |
|           |                                                                 | By: | /s/James R. Fellows |
|           |                                                                 | Name: | James R. Fellows |
|           |                                                                 | Its: | Sr. Vice  President & Portfolio Manager |
|                |                                                                      |  |  |  |

 
|   | STEIN ROE & FARNHAM  INCORPORATED, as a Lender |
|--------|----------------------------------------------------|
|   | as agent for Keyport  Life Insurance Company       |
|   |                                               |   |
|   |                                               |   |
|   |                                               | By: | /s/James  R. Fellows |
|   |                                               | Name: | James R. Fellows |
|   |                                               | Its: | Sr. Vice  President & Portfolio Manager |
|        |                                                    |  |  |  |

 

 

----

 
|   | STEIN ROE FLOATING RATE  LIMITED LIABILITY COMPANY, as a Lender |
|--------|-----------------------------------------------------------------|
|   |                                                            |
|   |                                                            |
|   | By:                                                             | /s/James  R. Fellows |
|   |                                                            |   |   |
|   |                                                            | Name: | James R. Fellows |
|   |                                                            | Its: | Sr. Vice  President & Portfolio Manager |
|   |                                                            | Stein Roe &  Farnham Incorporated, as Advisor |
|   |                                                            | to the Stein Roe  Floating Rate Limited Liability Company |
|        |                                                                 |  |  |  |

 
|   | MERITA BANK PLC, NEW  YORK BRANCH, as a Lender |
|--------|------------------------------------------------|
|   |                                           |
|   |                                           |
|   | By:                                            |   | /s/Gerald  E. Chelius, Jr. |
|   |                                           | Name: | Gerald E.  Chelius, Jr. |
|   |                                           | Its: | Senior Vice  President - Credit |
|   |                                           |
|   |                                           |
|   | By:                                            |   | /s/Joseph  A. Ciccolini |
|   |                                           | Name: | Joseph A.  Ciccolini |
|   |                                           | Its: | Vice President  –- Structured Finance |
|   |                                           |   |   |
|        |                                                |  |  |  |

 
|   | MERRILL LYNCH, PIERCE,  FENNER & SMITH INCORPORATED, as a Lender |
|--------|----------------------------------------------------------------------|
|   |                                                                 |
|   |                                                                 |
|   | By:                                                                  |   | /s/John  Servin |
|   |                                                                 | Name: | John Servin |
|   |                                                                 | Its: | Vice President |
|        |                                                                      |  |  |  |

 
|   | METROPOLITAN LIFE  INSURANCE COMPANY, as a Lender |
|--------|---------------------------------------------------|
|   |                                              |
|   |                                              |
|   | By:                                               |   | /s/James  R. Dingler |
|   |                                              | Name: | James R. Dingler |
|   |                                              | Its: | Director |
|        |                                                   |  |  |  |

 

 

----

 
|   | ML CLO XV PILGRIM  AMERICA (CAYMAN) LTD. |
|--------|------------------------------------------|
|   | By:                                      | ING Pilgrim  Investments, LLC as its investment manager |
|   |                                     |   |
|   |                                     |   |
|   |                                     | By: |   |
|   |                                     | Name: |   |
|   |                                     | Its: |   |
|        |                                          |  |  |  |

 
|   | PILGRIM CLO 1999-1 LTD. |
|--------|-------------------------|
|   | By:                     | ING Pilgrim  Investments, LLC as its investment manager |
|   |                    |   |
|   |                    |   |
|   |                    | By: |   |
|   |                    | Name: |   |
|   |                    | Its: |   |
|        |                         |  |  |  |

 
|   | PILGRIM PRIME RATE  TRUST |
|--------|---------------------------|
|   | By:                       | ING Pilgrim  Investments, LLC as its investment manager |
|   |                      |   |
|   |                      |   |
|   |                      | By: |   |
|   |                      | Name: |   |
|   |                      | Its: |   |
|        |                           |  |  |  |

 
|   | MORGAN STANLEY DEAN  WITTER PRIME INCOME TRUST, as a Lender |
|--------|-------------------------------------------------------------|
|   |                                                        |   |
|   |                                                        |   |
|   |                                                        | By: | /s/Sheila A. Finnerty |
|   |                                                        | Name: | Sheila A. Finnerty |
|   |                                                        | Its: | Executive Director |
|        |                                                             |  |  |  |

 

 

----

 
|   | NATIONAL CITY BANK, as  a Lender |
|--------|----------------------------------|
|   |                             |   |
|   |                             |   |
|   |                             | By: | /s/Jon W. Peterson |
|   |                             | Name: | Jon W. Peterson |
|   |                             | Its: | Senior Vice President |
|        |                                  |  |  |  |

 
|   | OCTAGON INVESTMENT  PARTNERS II, LLC, as a Lender |
|--------|---------------------------------------------------|
|   | By:                                               | Octagon Credit  Investors, LLC as sub-investment manager |
|   |                                              |   |
|   |                                              |   |
|   |                                              | By: | /s/Andrew D. Gordon |
|   |                                              | Name: | Andrew D. Gordon |
|   |                                              | Its: | Portfolio Manager |
|        |                                                   |  |  |  |

 
|   | PNC BANK, NATIONAL  ASSOCIATION, as a Lender |
|--------|----------------------------------------------|
|   |                                         |   |
|   |                                         |   |
|   |                                         | By: | /s/Steven J. McGehrin |
|   |                                         | Name: | Steven J. McGehrin |
|   |                                         | Its: | Vice President |
|        |                                              |  |  |  |

 
|   | PUTNAM DIVERSIFIED  INCOME TRUST, as a Lender |
|--------|-----------------------------------------------|
|   |                                          |   |
|   |                                          |   |
|   |                                          | By: | /s/John R. Verani |
|   |                                          |   |   |
|   |                                          | Name: | John R. Verani |
|   |                                          | Its: | V.P. |
|        |                                               |  |  |  |

 

 

----

 
|   | PUTNAM FUNDS TRUST -  PUTMAN HIGH YIELD TRUST II, as a Lender |
|--------|---------------------------------------------------------------|
|   |                                                          |   |
|   |                                                          |   |
|   |                                                          | By: | /s/John R. Verani |
|   |                                                          | Name: | John R. Verani |
|   |                                                          | Its: | V.P. |
|        |                                                               |  |  |  |

 
|   | PUTNAM HIGH YIELD  ADVANTAGE FUND, as a Lender |
|--------|------------------------------------------------|
|   |                                           |   |
|   |                                           |   |
|   |                                           | By: | /s/John R. Verani |
|   |                                           | Name: | John R. Verani |
|   |                                           | Its: | V.P. |
|        |                                                |  |  |  |

 
|   | PUTNAM HIGH YIELD  TRUST, as a Lender |
|--------|---------------------------------------|
|   |                                  |   |
|   |                                  |   |
|   |                                  | By: | /s/John R. Verani |
|   |                                  | Name: | John R. Verani |
|   |                                  | Its: | V.P. |
|        |                                       |  |  |  |

 
|   | PUTNAM MASTER INCOME  TRUST, as a Lender |
|--------|------------------------------------------|
|   |                                     |   |
|   |                                     |   |
|   |                                     | By: | /s/John R. Verani |
|   |                                     | Name: | John R. Verani |
|   |                                     | Its: | V.P. |
|        |                                          |  |  |  |

 

 

----

 
|   | PUTNAM MASTER  INTERMEDIATE INCOME TRUST, as a Lender |
|--------|-------------------------------------------------------|
|   |                                                  |   |
|   |                                                  |   |
|   |                                                  | By: | /s/John R. Verani |
|   |                                                  | Name: | John R. Verani |
|   |                                                  | Its: | V.P. |
|        |                                                       |  |  |  |

 
|   | PUTNAM PREMIER INCOME  TRUST, as a Lender |
|--------|-------------------------------------------|
|   |                                      |   |
|   |                                      |   |
|   |                                      | By: | /s/John R. Verani |
|   |                                      | Name: | John R. Verani |
|   |                                      | Its: | V.P. |
|        |                                           |  |  |  |

 
|   | PUTNAM STRATEGIC INCOME  FUND, as a Lender |
|--------|--------------------------------------------|
|   |                                       |   |
|   |                                       |   |
|   |                                       | By: | /s/John R. Verani |
|   |                                       | Name: | John R. Verani |
|   |                                       | Its: | V.P. |
|        |                                            |  |  |  |

 
|   | PUTNAM VARIABLE TRUST –  PVT DIVERSIFIED INCOME FUND, as a Lender |
|--------|------------------------------------------------------------------------|
|   |                                                                   |   |
|   |                                                                   |   |
|   |                                                                   | By: | /s/John R. Verani |
|   |                                                                   | Name: | John R. Verani |
|   |                                                                   | Its: | V.P. |
|        |                                                                        |  |  |  |

 

 
|   | TRAVELERS SERIES FUND,  INC. — PUTNAM DIVERSIFIED INCOME PORTFOLIO, as a Lender |
|--------|--------------------------------------------------------------------------------------|
|   |                                                                                 |   |
|   |                                                                                 |   |
|   |                                                                                 | By: | /s/John R. Verani |
|   |                                                                                 | Name: | John R. Verani |
|   |                                                                                 | Its: | V.P. |
|        |                                                                                      |  |  |  |

 

 

----

 
|   | ROSEMONT CLO, LTD., as  a Lender |
|--------|----------------------------------|
|   | By:                              | Deerfield Capital  Management, L.L.C. |
|   |                             | as its Collateral  Manager |
|   |                             |   |
|   |                             |   |
|   |                             | By: | /s/Mark E. Wittnebel |
|   |                             | Name: | Mark E. Wittnebel |
|   |                             | Its: | Sr. Vice President |
|        |                                  |  |  |  |

 
|   | SEQUILS-CUMBERLAND I,  LTD., as a Lender |
|--------|------------------------------------------|
|   | By:                                      | Deerfield Capital  Management, L.L.C. |
|   |                                     | as its Collateral  Manager |
|   |                                     |   |
|   |                                     |   |
|   |                                     | By: |  /s/Mark E.  Wittnebel |
|   |                                     | Name: | Mark E. Wittnebel |
|   |                                     | Its: | Sr. Vice President |
|        |                                          |  |  |  |

 
|   | STANFIELD ARBITRAGE  CDO, LTD., as a Lender |
|--------|---------------------------------------------|
|   | By:                                         | Stanfield Capital  Partners LLC |
|   |                                        | as its Collateral  Manager |
|   |                                        |   |
|   |                                        |   |
|   |                                        | By: | /s/Christopher A. Bondy |
|   |                                        | Name: | Christopher A. Bondy |
|   |                                        | Its: | Partner |
|        |                                             |  |  |  |

 
|   | STANFIELD CLO, LTD., as  a Lender |
|--------|-----------------------------------|
|   | By:                               | Stanfield Capital  Partners LLC |
|   |                              | as its Collateral  Manager |
|   |                              |   |
|   |                              |   |
|   |                              | By: | /s/Christopher A. Bondy |
|   |                              | Name: | Christopher A. Bondy |
|   |                              | Its: | Partner |
|        |                                   |  |  |  |

 
|   | STANFIELD / RMF  TRANSATLANTIC CDO, LTD., as a Lender |
|--------|-------------------------------------------------------|
|   | By:                                                   | Stanfield Capital  Partners LLC |
|   |                                                  | as its Collateral  Manager |
|   |                                                  |   |
|   |                                                  |   |
|   |                                                  | By: | /s/Christopher A. Bondy |
|   |                                                  | Name: | Christopher A. Bondy |
|   |                                                  | Its: | Partner |
|        |                                                       |  |  |  |

 
|   | WINDSOR LOAN FUNDING,  LIMITED, as a Lender |
|--------|---------------------------------------------|
|   | By:                                         | Stanfield Capital  Partners LLC |
|   |                                        | as its Collateral  Manager |
|   |                                        |   |
|   |                                        |   |
|   |                                        | By: | /s/Christopher A. Bondy |
|   |                                        | Name: | Christopher A. Bondy |
|   |                                        | Its: | Partner |
|        |                                             |  |  |  |

 

 

----

 
|   | SUNTRUST BANK, as a  Lender |
|--------|-----------------------------|
|   |                        |   |
|   |                        |   |
|   |                        | By: | /s/Thomas C. King, Jr. |
|   |                        | Name: | Thomas C. King, Jr. |
|   |                        | Its: | Vice President |
|        |                             |  |  |  |

 
|   | TRYON CLO LTD. 2000-1,  as a Lender |
|--------|-------------------------------------|
|   |                                |   |
|   |                                |   |
|   |                                | By: | /s/Adrienne Musgnug |
|   |                                | Name: | Adrienne  Musgnug |
|   |                                | Its: | Director |
|        |                                     |  |  |  |

 
|   | UNION BANK OF  CALIFORNIA, N.A., as a Lender |
|--------|----------------------------------------------|
|   |                                         |   |
|   |                                         |   |
|   |                                         | By: | /s/Stender E. Sweeney |
|   |                                         | Name: | Stender E. Sweeney II |
|   |                                         | Its: | Vice President |
|        |                                              |  |  |  |

 
|   | VAN KAMPEN PRIME RATE  INCOME TRUST, as a Lender |
|--------|--------------------------------------------------|
|   | By:                                              | Van Kampen Investment  Advisory Corp. |
|   |                                             |   |
|   |                                             |   |
|   |                                             | By: | /s/Darvin D. Pierce |
|   |                                             | Name: | Darvin D. Pierce |
|   |                                             | Its: | Executive Director |
|        |                                                  |  |  |  |

 

 

----

 
|   | WEBSTER BANK, as a Lender |
|--------|---------------------------|
|   |                      |   |
|   |                      |   |
|   |                      | By: |  /s/Elisabeth  V. Piker |
|   |                      | Name: | Elisabeth V. Piker |
|   |                      | Its: | Vice President |
|        |                           |  |  |  |

 
|   | WELLS FARGO BANK, N.A.,  as a Lender |
|--------|--------------------------------------|
|   |                                 |   |
|   |                                 |   |
|   |                                 | By: | /s/Tracy L. Moosbrugger |
|   |                                 | Name: | Tracy L. Moosbrugger |
|   |                                 | Its: | Vice President |
|        |                                      |  |  |  |

 
|   | PIMCO PRIVATE HIGH  YIELD PORTFOLIO (ACCOUNT 706), as a Lender |
|--------|----------------------------------------------------------------|
|   | By:                                                            |  Pacific Investment Management Company, LLC, |
|   |                                                           | as its Investment  Advisor, acting through Investors |
|   |                                                           | Fiduciary Trust Company  in the Nominee Name of IFTCO |
|   |                                                           |   |
|   |                                                           |   |
|   |                                                           | By: |   |
|   |                                                           | Name: |   |
|   |                                                           | Its: |   |
|        |                                                                |  |  |  |

 

 

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