Exhibit 10.2


 





















 


AMENDMENT
NO. 1 TO CREDIT AGREEMENT


 


AMENDMENT dated as of
September 30, 2004 to the Amended and Restated Credit Agreement dated as of
April 8, 2004 (the “Credit Agreement”) among
WMG ACQUISITION CORP. (the “Company”), the
Overseas Borrowers party thereto, WMG HOLDINGS CORP. (“Holdings”), the LENDERS party thereto (the “Lenders”), BANC OF AMERICA SECURITIES LLC
and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers and Joint Book
Managers, LEHMAN BROTHERS INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, as Co-Arrangers and Joint Book Managers, DEUTSCHE BANK SECURITIES
INC. and LEHMAN COMMERCIAL PAPER INC., as Co-Syndication Agents, MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED, as Documentation Agent, and BANK OF
AMERICA, N.A., as Administrative Agent (the “Administrative
Agent”), Swing Line Lender and L/C Issuer.


 


W I T N E S
S E T H :


 


WHEREAS, the Company and
Holdings wish to declare and pay certain cash dividends and make certain
changes to the terms of the Credit Agreement; and


 


WHEREAS, the Lenders are
willing to permit the Company and Holdings to do so, subject to the terms and
conditions set forth herein;


 


NOW, THEREFORE, the parties
hereto agree as follows:


 


SECTION 1. Defined Terms; References. Unless
otherwise specifically defined herein, each term used herein that is defined in
the Credit Agreement has the meaning assigned to such term in the Credit
Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and
each other similar reference and each reference to “this Agreement” and each
other similar reference contained in the Credit Agreement shall, after the
Amendment Effective Date (as defined in Section 10 below), refer to the Credit
Agreement as amended hereby.


 


SECTION 2. Additional Permitted Restricted Payments. Section
7.06 of the Credit Agreement is amended by (i) deleting the “and” at the end of
clause (j) thereof, (ii) replacing the period at the end of clause (k) thereof
with “; and” and (iii) adding a new clause (1) immediately after clause (k)
thereof, to read in its entirety as follows: “(1) in addition to the foregoing
Restricted Payments, the Company may make (x) one additional Restricted Payment
consisting of a cash dividend in the amount of $7,619,444.44 to Holdings, the
proceeds of which are used to make one additional Restricted Payment consisting
of a cash dividend in an amount up to the amount of such Restricted Payment
made by the Company to


 





















 


Holdings, in each case on September 30, 2004, and (y) one additional
Restricted Payment consisting of a cash dividend in an amount up to
$344,380,555.56 to Holdings the proceeds of which will be utilized by Holdings
to make one additional Restricted Payment consisting of a cash dividend in an
amount up to the amount of such Restricted Payment made by the Company to
Holdings.”


 


SECTION 3. Change in Fiscal Year. (a) Section 7.13 of
the Credit Agreement is amended by adding the following phrase at the end
thereof: “except for a change to a fiscal year ending on September 30, which
change shall be effective beginning with the 2004 fiscal year”.


 


(b)           The table set forth
in Section 7.11(a) of the Credit Agreement is amended to read in its entirety
as follows:


 


	
  Fiscal Year

  	
   

  	
  December 31

  	
   

  	
  March 31

  	
   

  	
  June 30

  	
   

  	
  September 30

  	
   

  
	
  2005

  	
   

  	
  6.5:1

  	
   

  	
  6.5:1

  	
   

  	
  6.5:1

  	
   

  	
  6.25.1

  	
   

  
	
  2006

  	
   

  	
  5.85:1

  	
   

  	
  5.5:1

  	
   

  	
  5.5:1

  	
   

  	
  5.35:1

  	
   

  
	
  2007

  	
   

  	
  4.85:1

  	
   

  	
  4.85:1

  	
   

  	
  4.75:1

  	
   

  	
  4.75:1

  	
   

  
	
  2008

  	
   

  	
  4.5:1

  	
   

  	
  4.5:1

  	
   

  	
  4.25:1

  	
   

  	
  4.25:1

  	
   

  
	
  2009

  	
   

  	
  4.0:1

  	
   

  	
  4.0:1

  	
   

  	
  3.75:1

  	
   

  	
  3.75:1

  	
   

  
	
  2010

  	
   

  	
  3.5:1

  	
   

  	
  3.5:1

  	
   

  	
  3.5:1

  	
   

  	
  3.5:1

  	
   

  



 


(c)           The table set forth in Section 7.11(b)
of the Credit Agreement is amended to read in its entirety as follows:


 


	
  Fiscal Year

  	
   

  	
  December 31

  	
   

  	
  March 31

  	
   

  	
  June 30

  	
   

  	
  September 30

  	
   

  
	
  2005

  	
   

  	
  2.25:1

  	
   

  	
  2.25:1

  	
   

  	
  2.25:1

  	
   

  	
  2.25:1

  	
   

  
	
  2006

  	
   

  	
  2.5:1

  	
   

  	
  2.5:1

  	
   

  	
  2.5:1

  	
   

  	
  2.5:1

  	
   

  
	
  2007

  	
   

  	
  2.75:1

  	
   

  	
  2.75:1

  	
   

  	
  2.75:1

  	
   

  	
  2.75:1

  	
   

  
	
  2008

  	
   

  	
  2.75:1

  	
   

  	
  2.75:1

  	
   

  	
  2.75:1

  	
   

  	
  2.75:1

  	
   

  
	
  2009

  	
   

  	
  3.0:1

  	
   

  	
  3.0:1

  	
   

  	
  3.0:1

  	
   

  	
  3.0:1

  	
   

  
	
  2010

  	
   

  	
  3.25:1

  	
   

  	
  3.25:1

  	
   

  	
  3.25:1

  	
   

  	
  3.25:1

  	
   

  



 


(d)           Each reference to “November 30, 2004”
contained in the definition of “Excluded Consideration” and in
Sections 2.05(b)(i), 6.01(b), 7.06(i), 7.11(a) and 7.11(b) of the Credit
Agreement is replaced with a reference to “September 30, 2004”.


 


SECTION 4. Changes to Definition of Cash Equivalents. (a) Clause
(e) of the definition of “Cash Equivalents” contained in Section 1.01 of the
Credit Agreement is amended by deleting the words “registered under the
Investment Company Act of 1940,”.


 


2





















 


(b)          Clause (f) of the definition of “Cash Equivalents”
contained in Section 1.01 of the Credit Agreement is amended to read in its
entirety as follows: “(f) solely with respect to any Foreign Subsidiary, (i)
certificates of deposit of, bankers acceptances of, or time deposits with, any
commercial bank which is organized and existing under the laws of the country
in which such Foreign Subsidiary maintains its chief executive office and
principal place of business provided such country is a member of the
Organization for Economic Cooperation and Development (“any such bank being a Qualifying Bank”), and whose senior
unsecured long-term debt is rated at least A by S&P or A2 by Moody’s or is
assigned an equivalent rating in such country (any such bank being an “Approved Foreign Bank”) and maturing
within twelve (12) months of the date of acquisition, (ii) equivalents of
demand deposit accounts which are maintained with an Approved Foreign Bank,
(iii) certificates of deposit of, bankers acceptances of, time deposits with,
or equivalents of demand deposit accounts maintained with, any Qualifying Bank that
is not an Approved Bank, to the extent that the aggregate amount thereof for
all Foreign Subsidiaries does not exceed $20,000,000, and (iv) any offshore
funds offered by any Approved Foreign Bank or any of its Affiliates so long as
such offshore fund’s senior unsecured long term debt is rated AAA by S&P or
Aaa by Moody’s or is assigned an equivalent rating in the applicable
jurisdiction;”.


 


SECTION 5. Additional Debt of Foreign Subsidiaries. Section
7.03(b) of the Credit Agreement is amended by (i) deleting the “and” at the end
of clause (xxii) thereof, (ii) replacing the period at the end of clause
(xxiii) thereof with “; and” and (iii) adding a new clause (xxiv) immediately
after clause (xxiii) thereof, to read in its entirety as follows: “ (xxiv) Indebtedness
arising under a letter of credit in a face amount not to exceed CN $2,000,000”.


 


SECTION 6. Technical Changes. Clause (iii) of Section
10.07(h) of the Credit Agreement is amended to read in its entirety as follows:
“(iii) [intentionally deleted]”.


 


SECTION 7. Representations. Each of Holdings and the
Company represents and warrants that (i) the representations and warranties of
Holdings, the Company and each other Loan Party contained in Article 5 of the
Credit Agreement or any other Loan Document shall be true and correct in all
material respects on and as of the Amendment Effective Date, except to the
extent that such representations and warranties specifically refer to an
earlier date, in which case they shall be true and correct as of such earlier
date, and (ii) no Default will have occurred and be continuing on such date.


 


SECTION 8. Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of New York.


 


3





















 


SECTION 9. Counterparts. This Amendment may be signed
in any number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument. Delivery by telecopier of an executed counterpart of a signature
page to this Amendment shall be effective as delivery of an original executed
counterpart of this Amendment.


 


SECTION 10. Effectiveness. This Amendment shall become
effective on the date (the “Amendment
Effective Date”) when the Administrative Agent shall have received
from each of Holdings, the Borrower and the Required Lenders a counterpart
hereof signed by such parry or facsimile or other written confirmation (in form
satisfactory to the Administrative Agent) that such party has signed a
counterpart hereof.


 


4





















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed as of the date
first above written.


 


	
   

  	
  WMG ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Robinson

  	
   

  
	
   

  	
   

  	
  Name: Paul Robinson

  
	
   

  	
   

  	
  Title: SVP & Deputy General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WMG HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Robinson

  	
   

  
	
   

  	
   

  	
  Name: Paul Robinson

  
	
   

  	
   

  	
  Title: SVP & Deputy General Counsel

  



 


Signature
Page to Amendment No. 1


 





















 


	
   

  	
  BANK OF AMERICA, N.A., as

  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Liliana Claar

  	
   

  
	
   

  	
   

  	
  Name: LILIANA CLAAR

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gabriela Millhorn

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gabriela Millhorn

  
	
   

  	
   

  	
  Title:

  	
  Principal

  
					



 





















 


	
   

  	
  AIM FLOATING RATE FUND

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  As Sub-Adviser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas H. B. Ewald

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas H. B. Ewald

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
					



 





















 


	
   

  	
  Name of Lender:

  	
  American Express
  Certificate Company

  By: American Express Asset Management

  Group as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Yvonne Stevens

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Yvonne Stevens

  
	
   

  	
   

  	
  Title:

  	
  Senior Managing Director

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  AMMC CDO I, LIMITED

    By: American Money Management Corp.,

           as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chester M. Eng

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Chester M. Eng

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Acknowledged by:

  	
   

  
	
   

  	
   

  
	
  Guarantors:

  	
   

  
	
  [ADD GUARANTORS]

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  AMMC CDO II, LIMITED

    By: American Money Management Corp.,

           as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chester M. Eng

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Chester M. Eng

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Acknowledged by:

  	
   

  
	
   

  	
   

  
	
  Guarantors:

  	
   

  
	
  [ADD GUARANTORS]

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  AMMC CLO III, LIMITED

    By: American Money Management Corp.,

           as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chester M. Eng

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Chester M. Eng

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Acknowledged by:

  	
   

  
	
   

  	
   

  
	
  Guarantors:

  	
   

  
	
  [ADD GUARANTORS]

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  APEX (Trimaran):CDQ I,
  LTD.

  By Trimaran Adv.isors, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David M. Millison

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David M. Millison

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
						



 





















 


	
  ARES Leveraged Investment Fund II, L.P.

  	
  Ares VI CLO Ltd.

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  ARES Management II, L.P. 

  	
  By:

  	
  Ares CLO Management VI, L.P.

  
	
  Its:

  	
  General Partner

  	
   

  	
  Investment Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Ares CLO GP VI, LLC

  Its Managing Member

  
	
  By:

  	
  /s/ Seth J. Brufsky

  	
   

  	
   

  	
   

  
	
  Name:

  	
  SETH J. BRUFSKY

  	
   

  	
   

  
	
  Title:

  	
  VICE PRESIDENT

  	
  By:

  	
  /s/ Seth J. Brufsky

  	
   

  
	
   

  	
   

  	
  Name:

  	
  SETH J. BRUFSKY

  
	
  ARES III CLO Ltd.

  	
  Title:

  	
  VICE PRESIDENT

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  ARES CLO Management LLC

  	
  Ares VII CLO Ltd.

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Seth J. Brufsky

  	
   

  	
  By:

  	
  Ares CLO Management VII, L.P. ,,

  
	
  Name:

  	
  SETH J. BRUFSKY

  	
   

  	
  Investment Manager

  
	
  Title:

  	
  VICE PRESIDENT

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Ares CLO GP VII, LLC,

  
	
   

  	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
  Ares IV CLO Ltd.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  Ares CLO Management IV, L.P.,

  	
   

  	
   

  
	
   

  	
  Investment Manager

  	
  By:

  	
  /s/ Seth J. Brufsky

  	
   

  
	
   

  	
   

  	
  Name:

  	
  SETH J. BRUFSKY

  
	
  By

  	
  Ares CLO GP IV, LLC,  

  	
  Title:

  	
  VICE PRESIDENT

  
	
   

  	
  Its Managing Member

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ares VIII CLO Ltd.

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Seth J. Brufsky

  	
   

  	
  By:

  	
  Ares CLO Management VIII, L.P.,

  
	
  Name:

  	
  SETH J. BRUFSKY

  	
   

  	
  Investment Manager

  
	
  Title:

  	
  VICE PRESIDENT

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  Ares CLO GP VIII, LLC,  

  
	
   

  	
   

  	
   

  	
  Its General Partner

  
	
  ARES V CLO Ltd

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  ARES CLO Management V, L.P.,  

  	
   

  	
   

  
	
   

  	
  Investment Manager

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Seth J. Brufsky

  	
   

  
	
   

  	
   

  	
  Name:

  	
  SETH J. BRUFSKY

  
	
  By:

  	
  ARES CLO GP V, LLC,

  	
  Title:

  	
  VICE PRESIDENT

  
	
   

  	
  Its Managing Member

  	
   

  	
   

  
	
   

  	
   

  	
  Ares Total Value Fund, L.P.

  
	
  By:

  	
  /s/ Seth J. Brufsky

  	
   

  	
   

  	
   

  
	
  Name:

  	
  SETH J. BRUFSKY

  	
  By:

  	
  Area Total Value Management LLC

  
	
  Title:

  	
  VICE PRESIDENT

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Seth J. Brufsky

  	
   

  
	
   

  	
   

  	
  Name:

  	
  SETH J. BRUFSKY

  
	
   

  	
   

  	
  Title:

  	
  VICE PRESIDENT

  
							



 





















 


	
   

  	
  AVALON CAPITAL LTD.

  
	
   

  	
  By: INVESCO Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As Portfolio Advisor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas H.B. Ewald

  	
   

  
	
   

  	
   

  	
  Name: Thomas H.B. Ewald

  
	
   

  	
   

  	
  Title: Authorized Signatory

  
					



 





















 


	
   

  	
  AVALON CAPITAL LTD. 2

  
	
   

  	
  By: INVESCO Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As Portfolio Advisor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas H.B. Ewald

  	
   

  
	
   

  	
   

  	
  Name: Thomas H.B. Ewald

  
	
   

  	
   

  	
  Title: Authorized Signatory

  
					



 





















 


	
   

  	
  Name of Lender: 

  	
  Sankaty Advisors, LLC as Collateral

  Manager for AVERY POINT CLO,

  LTD., as Term Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Kellogg

  	
   

  
	
   

  	
   

  	
  Name: James Kellogg

  
	
   

  	
   

  	
  Title: Managing Editor

  
						



 





















 


	
   

  	
  Name of Lender: 

  	
  Bear Stearns Loan Trust

  By: Bear Stearns Asset Management, Inc.,

  as its attorney-in-fact

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Neall D. Rosenweig

  	
   

  
	
   

  	
   

  	
  Name: Neall D. Rosenweig

  
	
   

  	
   

  	
  Title: Associate Director

  
							



 





















 


	
   

  	
  Name of Lender: 

  	
  BIG SKY SENIOR LOAN FUND,
  LTD.

  BY: EATON VANCE MANAGEMENT

  AS INVESTMENT ADVISOR

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name: Michael B. Botthof

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Acknowledged by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
   

  
	
  [ADD GUARANTORS]

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 





















 


	
   

  	
  Name of Lender: 

  	
  BIG SKY III SENIOR LOAN TRUST

  BY: EATON VANCE MANAGEMENT

  AS INVESTMENT ADVISOR

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name: Michael B. Botthof

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Acknowledged by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
   

  
	
  [ADD GUARANTORS]

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 





















 


	
   

  	
  Name of Lender: 

  	
  BIRCHWOOD FUNDING. LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meridith J. Koslick

  	
   

  
	
   

  	
   

  	
  Name: Meredith J. Koslick

  
	
   

  	
   

  	
  Title: Assistant Vice President

  
							



 





















 


	
   

  	
   

  	
  Braymoor & Co.

  	
   

  
	
   

  	
   

  	
  By: Bear Stearns Asset Management, Inc.

  	
   

  
	
   

  	
  Name of Lender: 

  	
  as its attorney-in-fact

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Neall D. Rosenweig

  	
   

  
	
   

  	
   

  	
  Name: Neall D. Rosenweig

  
	
   

  	
   

  	
  Title: Associate Director

  
						



 





















 


	
   

  	
   

  	
  Name of Lender: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C-SQUARED CDO LTD.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: TCW Advisors, Inc., as its

  
	
   

  	
  Portfolio Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan R. Insull

  	
   

  
	
   

  	
   

  	
  Name: Jonathan R. Insull

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ G. Steven Kalin

  	
   

  
	
   

  	
   

  	
  G. Steven Kalin

  
	
   

  	
   

  	
  Senior Vice President

  
									



 





















 





 


Canyon
Capital Advisors, LLC

9665 Wilshire Blvd., #200

Beverly Hills, CA 90212


 


PROPORTIONATE
VOTING PROVISION


 


 


The undersigned, Canyon Capital CLO 2004-1 LTD. (“Canyon”), is a Lender
to Warner Music Group Holdings Corp., dated as of April 8, 2004 (the “Credit
Agreement”). Canyon’s approval of an Amendment No.1 to the Credit Agreement has
been requested pursuant to the terms of the Credit Agreement.


 


Canyon hereby votes its percentage interest as a Lender in favor of
and/or against the approval of the Amendment No.1 to the Credit Agreement in
direct proportion to the votes of those other Lenders under the Credit
Agreement that have voted for or against the approval of the Amendment No. 1 to
the Credit Agreement (without counting failure to vote or abstentions.)


 


 


	
  Canyon Capital CLO 2004-1 LTD.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Canyon Capital Advisors LLC

  	
   

  	
   

  	
   

  
	
   

  	
  a Delaware limited liability company,

  	
   

  	
   

  	
   

  
	
   

  	
  its Collateral Manager

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ R. Christian B. Evensen

  	
   

  	
  10/8/04

  	
   

  	
   

  
	
   

  	
  R. Christian B. Evensen

  	
  Date

  	
   

  	
   

  
	
   

  	
  Managing Director

  	
   

  	
   

  	
   

  
						



 



















	
   

  	
  Name of Lender: 

  	
  Carlyle High Yield Partners, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Linda Pace

  	
   

  
	
   

  	
   

  	
  Name: Linda Pace

  
	
   

  	
   

  	
  Title: Managing Director

  
						



 





















 


	
   

  	
  Name of Lender: 

  	
  Carlyle High Yield Partners II, Ltd.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Linda Pace

  	
   

  
	
   

  	
   

  	
  Name: Linda Pace

  
	
   

  	
   

  	
  Title: Managing Director

  
						



 





















 


	
   

  	
  Name of Lender: 

  	
  Carlyle High Yield Partners, III, Ltd.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Linda Pace

  	
   

  
	
   

  	
   

  	
  Name: Linda Pace

  
	
   

  	
   

  	
  Title: Managing Director

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  Carlyle High Yield Partners IV, Ltd.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ Linda
  Pace

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Linda Pace

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
								



 
















 


	
   

  	
  Name of Lender:

  	
  Carlyle High Yield Partners VI, Ltd.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ Linda
  Pace

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Linda Pace

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
								



 
















 


	
   

  	
  Name of Lender:

  	
  CELERITY CLO LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TCW Advisors, Inc.,

  As Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G. Steven Kalin

  	
   

  
	
   

  	
   

  	
  Name: 
  G. STEVEN KALIN

  
	
   

  	
   

  	
  Title:  SENIOR VICE
  PRESIDENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan R. Insull

  	
   

  
	
   

  	
   

  	
  Name: 
  JONATHAN R. INSULL 

  
	
   

  	
   

  	
  Title: 
  MANAGING DIRECTOR

  
						



 
















 


	
   

  	
  Name of Lender:

  	
  Centurion CDO II, Ltd.

  By: American Express Asset Management

  Group, Inc. as Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ Robin C. Stancil

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robin C. Stancil

  
	
   

  	
   

  	
  Title:

  	
  Supervisor

  Fixed Income Support Team

  
							



 
















 


	
   

  	
  Name of Lender:

  	
  Centurion CDO VI, Ltd.

  By: American Express Asset Management

  Group, Inc. as Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ Robin C. Stancil

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robin C. Stancil

  
	
   

  	
   

  	
  Title:

  	
  Supervisor

  Fixed Income Support Team

  
							



 
















 


	
   

  	
  Name of Lender:

  	
  Centurion CDO VII, Ltd.

  By: American Express Asset Management

  Group, Inc. as Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ Robin C. Stancil

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robin C. Stancil

  
	
   

  	
   

  	
  Title:

  	
  Supervisor

  Fixed Income Support Team

  
							



 
















 


	
   

  	
  CHAMPLAIN CLO, LTD.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  INVESCO
  Senior Secured Management, Inc. As Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas H.B Ewald

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas H.B Ewald

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  
						



 
















 


	
   

  	
  CHARTER VIEW PORTFOLIO

  	
   

  
	
   

  	
  By:

  	
  INVESCO Senior Secured
  Management, Inc. As Investment Advisor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas H.B Ewald

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas H.B Ewald

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  



 


















	
   

  	
  Class International Custody Services
  Limited as Custodian of

  
	
   

  	
  CYPRESSTREE INTERNATIONAL LOAN HOLDING

  COMPANY LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey Megar

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey Megar

  
	
   

  	
   

  	
  Title:

  	
  Manager Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Robert Weeder

  	
   

  
						



 
















 


	
   

  	
  Name of Lender:  Clydesdale CLO 2001-1, LTD

  
	
   

  	
   

  
	
  NOMURA
  CORPORATE RESEARCH

  	
   

  
	
  AND ASSET
  MANAGEMENT INC.

  AS

  	
   

  
	
  COLLATERAL
  MANAGER

  	
  By:

  	
  /s/ Richard W. Stewart 

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard W. Stewart

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
						



 
















 


	
   

  	
  Name of Lender:  Clydesdale CLO 2003 LTD

  
	
   

  	
   

  
	
  NOMURA CORPORATE
  RESEARCH

  	
   

  
	
  AND ASSET
  MANAGEMENT INC.

  AS

  	
   

  
	
  COLLATERAL
  MANAGER

  	
  By:

  	
  /s/ Richard W. Stewart 

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard W. Stewart

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
						



 
















 


	
   

  	
  Diversified Credit Portfolio LTD.

  
	
   

  	
  By:

  	
  Invesco Senior Secured Management, Inc.

  as Investment Adviser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas H.B Ewald

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas H.B Ewald

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
								



 
















 


	
   

  	
  Name of Lender: East West Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nancy A. Moore

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Nancy A. Moore

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
					



 
















 


	
   

  	
  Name of Lender:

  	
  EATON VANCE CDO III LTD.
BY: EATON VANCE MANAGEMENT

  AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
  Acknowledged by:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
   

  	
   

  
	
  [ADD GUARANTORS]

  	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 



















	
   

  	
  Name of Lender:

  	
  COSTANTINUS EATON VANCE CDO V, LTD.
BY: EATON VANCE MANAGEMENT

  AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
  Acknowledged by:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
   

  	
   

  
	
  [ADD GUARANTORS]

  	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 



















	
   

  	
  Name of Lender:

  	
  EATON VANCE CDO VI, LTD.
BY: EATON VANCE MANAGEMENT

  AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
  Acknowledged by:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
   

  	
   

  
	
  [Add Guarantors]

  	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 



















	
   

  	
  Name of Lender:

  	
  EATON VANCE FLOATING-RATE

  INCOME TRUST
BY: EATON VANCE MANAGEMENT

  AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
  Acknowledged by:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
   

  	
   

  
	
  [ADD GUARANTORS]

  	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 
















 


	
   

  	
  Name of Lender:

  	
  EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

  BY: EATON VANCE MANAGEMENT

  AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
  Acknowledged by:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
   

  	
   

  
	
  [ADD GUARANTORS]

  	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 
















 


	
   

  	
  Name of Lender:

  	
  EATON VANCE

  LIMITED DURATION INCOME FUND

  BY: EATON VANCE MANAGEMENT

  AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
  Acknowledged by:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
   

  	
   

  
	
  [ADD GUARANTORS]

  	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 
















 


	
   

  	
  Name of Lender:

  	
  EATON VANCE SENIOR

  FLOATING-RATE TRUST

  BY: EATON VANCE MANAGEMENT

  AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
  Acknowledged by:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
   

  	
   

  
	
  [ADD GUARANTORS]

  	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 
















 


	
   

  	
  Name of Lender:

  	
  EATON VANCE SENIOR INCOME TRUST

  BY: EATON VANCE MANAGEMENT

  AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
  Acknowledged by:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
   

  	
   

  
	
  [ADD GUARANTORS]

  	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 
















 


	
   

  	
  Name of Lender:

  	
  EATON VANCE

  VT FLOATING-RATE INCOME FUND

  BY: EATON VANCE MANAGEMENT

  AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
  Acknowledged by:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
   

  	
   

  
	
  [ADD GUARANTORS]

  	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 
















 


	
   

  	
  Name of Lender: Fidelity Advisor Series II:

  Fidelity Advisor Floating Rate High Income

  Fund

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ John H. Costello

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John H. Costello

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
						



 
















 


	
   

  	
  Name of Lender

  	
  FIRST 2004-I CLO, LTD.

  
	
   

  	
   

  
	
  By: TCW Advisors, Inc.,

  its Collateral Manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ G. Steven Kalin

  	
   

  	
   

  
	
  Name:

  	
  G. STEVEN
  KALIN

  	
   

  	
   

  
	
  Title:

  	
  SENIOR VICE PRESIDENT

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Jonathan R. Insull

  	
   

  	
   

  
	
  Name:

  	
  JONATHAN R.
  INSULL

  	
   

  	
   

  
	
  Title:

  	
  MANAGING DIRECTOR

  	
   

  	
   

  
							



 
















 


	
   

  	
  Name of Lender

  	
  FIRST 2004-II CLO, LTD.

  
	
   

  	
   

  
	
  By: TCW Advisors, Inc.,

  its Collateral Manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ G. Steven Kalin

  	
   

  	
   

  
	
  Name:

  	
  G. STEVEN KALIN

  	
   

  	
   

  
	
  Title:

  	
  SENIOR VICE PRESIDENT

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Jonathan R. Insull

  	
   

  	
   

  
	
  Name:

  	
  JONATHAN R. INSULL

  	
   

  	
   

  
	
  Title:

  	
  MANAGING DIRECTOR

  	
   

  	
   

  
						

















 


	
   

  	
  Name of Lender:

  	
  FIRST TRUST/FOUR CORNERS SENIOR

  FLOATING RATE INCOME FUND

  By: Four Corners Capital Management LLC,

  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ Beth Digati

  	
   

  
	
   

  	
   

  	
  Name:

  	
  BETH DIGATI

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
						



 
















 


	
   

  	
  Name of Lender:

  	
  FIRST TRUST/FOUR CORNERS SENIOR

  FLOATING RATE INCOME FUND II

  By: Four Corners Capital Management LLC,

  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ Beth Digati

  	
   

  
	
   

  	
   

  	
  Name:

  	
  BETH DIGATI

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
						



 
















 


	
   

  	
  Name of Lender:

  	
  FORTE CDO (CAYMAN), LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ Gilbert L. Southwell, III

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gilbert L. Southwell, III

  
	
   

  	
   

  	
  Title:

  	
  Assistant Secretary

  
						



 
















 


	
   

  	
  Name of Lender:

  	
  FORTE II CDO (CAYMAN), LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ Gilbert L. Southwell, III

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gilbert L. Southwell, III

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Secretary

  
						



 
















 


	
   

  	
  FOXE BASIN CLO 2003, LTD.

  By Royal Bank of Canada as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ Lee M. Shaiman

  	
   

  
	
   

  	
  Name:

  	
  Lee M. Shaiman

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
					



 





















 


	
   

  	
  Galaxy III
  CLO, Ltd

  
	
   

  	
  By: AIG
  Global Investment Corp.

  
	
   

  	
  As
  Investment Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John G.
  Lapham, III

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John G.
  Lapham, III

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
					



 





















 


	
   

  	
  Galaxy CLO
  2003-1, Ltd

  
	
   

  	
  By: AIG
  Global Investment Corp.

  
	
   

  	
  As
  Investment Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John G.
  Lapham, III

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John G.
  Lapham, III

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
					



 





















 


	
   

  	
  Name of
  Lender:

  	
  Gallatin
  Funding I Ltd.

  By: Bear Stearns Asset Management Inc.

  as its Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Neall D.
  Rosenweig

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Neall D.
  Rosenweig

  
	
   

  	
   

  	
  Title:

  	
  Associate
  Director

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  GRAYSON & CO
BY: BOSTON MANAGEMENT AND RESEARCH

  AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B.
  Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
  Acknowledged
  by:

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Guarantors:

  	
   

  
	
  [ADD
  GUARANTORS]

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  Grayson CLO 2001-1 Ltd.
By: Bear Stearns Asset Management, Inc,

  as its Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Neall D.
  Rosenweig

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Neall D.
  Rosenweig

  
	
   

  	
   

  	
  Title:

  	
  Associate
  Director

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  Grayson CLO II 2004-1 LTD.
By: Bear Stearns Asset Management, Inc.

  as its Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Neall D.
  Rosenweig

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Neall D.
  Rosenweig

  
	
   

  	
   

  	
  Title:

  	
  Associate
  Director

  
						



 





















 


	
   

  	
  Name of
  Lender:

  	
  GULF
  STREAM-COMPASS CLO 2002-1 LTD

  BY: GULF STREAM ASSET MANAGMENT LLC

  AS COLLATERAL MANAGER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [Illegible]

  	
   

  
	
   

  	
   

  	
  Name:

  	
  [Illegible]

  
	
   

  	
   

  	
  Title:

  	
  [Illegible]/Principal

  
						



 





















 


	
   

  	
  DEUTSCHE BANK
  AG, NEW YORK

  
	
   

  	
  BRANCH, AS A
  LENDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan
  LeFevre

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Susan
  LeFevre

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Marguerite Sutton

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Marguerite
  Sutton

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 





















 


	
   

  	
  Name of
  Lender:

  	
  GULF
  STREAM-COMPASS CLO 2004-1 LTD

  By: Gulf Stream Asset Managment LLC

  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  [Illegible]

  	
   

  
	
   

  	
   

  	
  Name:

  	
  [Illegible]

  
	
   

  	
   

  	
  Title:

  	
  Illegible/Principal

  
						



 





















 


	
   

  	
  Name of
  Lender:

  	
  HARBOUR TOWN
  FUNDING LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /S/ Meredith
  J. Koblick

  	
   

  
	
   

  	
   

  	
  Name:

  	
  MEREDITH J.
  KOBLICK

  
	
   

  	
   

  	
  Title:

  	
  ASSISTANT
  VICE PRESIDENT

  
						



 





















 


	
   

  	
  Name of
  Lender:

  	
  IDS Life
  Insurance Company

  By: American Express Asset Management

  Group, Inc. as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ YVONNE
  STEVENS

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Yvonne
  Stevens

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Managing Director

  
						



 





















 


	
   

  	
  INVESCO
  EUROPEAN CDO I S.A.

  
	
   

  	
  By: INVESCO
  Senior Secured Management, Inc.

  
	
   

  	
  As
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas
  H.B. Ewald

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas H.B.
  Ewald

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
					



 





















 


	
  Name of Lender: 

  	
  Jefferson-Pilot
  Life Insurance Company

  By: TCW Advisors, Inc. as its Investment Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G.
  Steven Kalin

  	
   

  	
   

  
	
   

  	
  Name:

  	
  G. Steven
  Kalin

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan
  R. Insull

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Jonathan R
  Insull

  	
   

  
	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  
						



 


















	
  Name of Lender:

  	
  Jupiter Loan Funding LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meredith
  J. Koslick

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Meredith J.
  Koslick

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  
					



 





















 


	
   

  	
  KZH Crescent-3
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dorian
  Herrera

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dorian
  Herrera

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Agent

  
					



 





















 


	
   

  	
  KZH Cypresstree-1
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dorian
  Herrera

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dorian
  Herrera

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Agent

  
					



 





















 


	
   

  	
  KZH PONDVIEW
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dorian
  Herrera

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dorian
  Herrera

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Agent

  
					



 





















 


	
   

  	
  KZH SOLEIL
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dorian Herrera

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dorian
  Herrera

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Agent

  
					



 





















 


	
   

  	
  KZH SOLEIL-2
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dorian
  Herrera

  	
   

  
	
   

  	
   

  	
  Name:

  	
  DORIAN
  HERRERA

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED
  AGENT

  
					



 





















 


	
   

  	
  KZH STERLING
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dorian
  Herrera

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dorian
  Herrera

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Agent

  
					



 





















 


	
  Name of Lender:

  	
  LAGUNA FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meredith
  J. Koslick

  	
   

  
	
   

  	
   

  	
  Name:

  	
  MEREDITH J.
  KOSLICK

  
	
   

  	
   

  	
  Title:

  	
  ASSISTANT
  VICE PRESIDENT

  
					



 





















 


	
   

  	
  Name of
  Lender: Landmark IV CDO Limited, as a Lender

  
	
   

  	
  By: Aladdin
  Capital Management, LLC

  
	
   

  	
   

  	
  as Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John J.
  D’Angelo

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John J. D’
  Angelo

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
						



 





















 


	
   

  	
  Name of
  Lender: LEHMAN COMMERCIAL PAPER INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank P.
  Turner

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Frank
  P.Turner

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 





















 


	
   

  	
  Name of
  Lender: LEHMAN COMMERCIAL PAPER INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank P.
  Turner

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Frank
  P.Turner

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 





















 


	
   

  	
  Name of Lender:

  	
  LOAN
  FUNDING I LLC,

  a wholly owned subsidiary of

  Citibank, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: TCW
  Advisors, Inc.,

  as portfolio manager of

  Loan Funding I LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G.
  Steven Kalin

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  G. STEVEN
  KALIN

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  SENIOR VICE
  PRESIDENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan
  R. Insull

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  JONATHAN R.
  INSULL

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  MANAGING
  DIRECTOR

  
						



 





















 


	
   

  	
  LOAN
  FUNDING IX LLC

  
	
   

  	
  By: INVESCO
  Senior Secured Management, Inc.

  
	
   

  	
   

  	
  as Portfolio
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ THOMAS
  H.B. EWALD

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas H.B.
  Ewald

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
						



 





















 


	
  Name of Lender:

  	
  LONG LANE MASTER TRUST IV

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diana M
  Himes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  DIANA M.
  HIMES

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED
  AGENT

  
					



 





















 


	
   

  	
  Name of
  Lender:

  	
  Merrill
  Lynch Capital Corp.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chantal
  Simon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Chantal
  Simon

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
							



 





















 


	
   

  	
  Name of
  Lender:

  	
  NATEXIS
  BANQUES POPULAIRES

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Evan S.
  Kraus

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Evan S. Kraus

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cynthia
  E. Sachs

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Cynthia E.
  Sachs

  
	
   

  	
   

  	
  Title:

  	
  VP, Group
  Manager

  
							



 





















 


	
   

  	
  Name of
  Lender:

  	
  Nationwide
  Life Insurance Company

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas
  S. Leggett

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas S.
  Leggett

  
	
   

  	
   

  	
  Title:

  	
  Associate
  Vice President

  
	
   

  	
   

  	
   

  	
  Public Bonds

  
							



 





















 


	
   

  	
  Name of
  Lender:

  	
  Nationwide
  Mutual Fire Insurance Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas
  S. Leggett

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas S.
  Leggett

  
	
   

  	
   

  	
  Title:

  	
  Associate
  Vice President

  
	
   

  	
   

  	
   

  	
  Public Bonds

  
						



 





















 


	
   

  	
  Name of
  Lender:

  	
  Nationwide
  Mutual Insurance Company

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas
  S. Leggett

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas S.
  Leggett

  
	
   

  	
   

  	
  Title:

  	
  Associate
  Vice President

  
	
   

  	
   

  	
   

  	
  Public Bonds

  
							



 





















 


	
   

  	
  Name of
  Lender:

  	
  NAVIGATOR
  CDO 2003, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ David Mohon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David Mohon

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged
  by:

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
  Name:

  
	
  [ADD
  GUARANTORS]

  	
   

  	
  Title:

  
						



 





















 


	
   

  	
  Name of
  Lender:

  	
  Nomura Bond
  & Loan Fund

  
	
   

  	
   

  
	
  By: LIF J
  Trust Bank Limited

  	
   

  
	
  as Trustee

  	
   

  
	
  By: Nomura
  Corporate Research and

  	
   

  
	
  Asset Management Inc.

  	
   

  
	
  Attorney in Fact

  	
  By:

  	
  /s/ Richard
  W. Stewart

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard W.
  Stewart

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
						



 





















 


	
   

  	
   

  	
  THE
  NORINCHUKIN BANK, NEW YORK BRANCH,

  through State Street Bank and Trust Company N.A. as

  Fiduciary Custodian

  
	
   

  	
  Name of
  Lender:

  	
  By:Eaton
  Vance Management, Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B.
  Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
  Acknowledged
  by:

  	
   

  
	
   

  	
   

  
	
  Guarantors:

  	
   

  
	
  [ADD
  GUARANTORS]

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 





















 


	
   

  	
  Name of
  Lender:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OAK HILL
  CREDIT PARTNERS I, LIMITED

  
	
   

  	
   

  
	
   

  	
  By: Oak Hill
  CLO Management I, LLC

  
	
   

  	
  As
  Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott D.
  Krase

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Scott D.
  Krase

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Person

  
							



 





















 


	
   

  	
  Name of
  Lender:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OAK HILL
  CREDIT PARTNERS II, LIMITED

  
	
   

  	
   

  
	
   

  	
  By: Oak Hill
  CLO Management II, LLC

  
	
   

  	
  As
  Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott D.
  Krase

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Scott D.
  Krase

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Person

  
							



 





















 


	
   

  	
  Name of
  Lender:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OAK HILL
  CREDIT PARTNERS III, LIMITED

  
	
   

  	
   

  
	
   

  	
  By: Oak Hill
  CLO Management III, LLC

  
	
   

  	
  As
  Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott D.
  Krase

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Scott D.
  Krase

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Person

  
							



 





















 


	
   

  	
  Name of
  Lender:

  	
  OLYMPIC CLO
  I LTD

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 





















 


	
   

  	
   

  	
  OXFORD STRATEGIC INCOME FUND

  
	
   

  	
   

  	
  BY: EATON VANCE MANAGEMENT

  
	
   

  	
  Name of
  Lender:

  	
  AS INVESTMENT ADVISOR

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  B. Botthof

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael B.
  Botthof

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
  Acknowledged
  by:

  	
   

  
	
   

  	
   

  
	
  Guarantors:

  	
   

  
	
  [ADD
  GUARANTORS]

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
							



 





















 


	
   

  	
  Name of
  Lender:

  	
  PEOPLES
  BENEFIT LIFE INSURANCE

  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark E.
  Dunn

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark E. Dunn

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
						



 





















 


	
   

  	
  Name of
  Lender:

  	
  LightPoint
  CLO 2004-1, Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas
  A. Kramer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas A.
  Kramer

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Managing Director &

  Chief Executive Officer

  
							



 





















 


	
   

  	
  PETRUSSE
  EUROPEAN CLO S.A.

  
	
   

  	
  By: INVESCO
  Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas
  H.B. Ewald

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas H.B.
  Ewald

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  PINEHURST TRADING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MEREDITH J. KOSLICK

  	
   

  
	
   

  	
   

  	
  Name:

  	
  MEREDITH J. KOSLICK

  
	
   

  	
   

  	
  Title: 

  	
  ASSISTANT VICE PRESIDENT

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  PPM MONARCH BAY FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MEREDITH J. KOSLICK

  	
   

  
	
   

  	
   

  	
  Name:

  	
  MEREDITH J. KOSLICK

  
	
   

  	
   

  	
  Title:

  	
  ASSISTANT VICE PRESIDENT

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  PPM SHADOW CREEK FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MEREDITH J. KOSLICK

  	
   

  
	
   

  	
   

  	
  Name:

  	
  MEREDITH J. KOSLICK

  
	
   

  	
   

  	
  Title:

  	
  ASSISTANT VICE PRESIDENT

  
						



 





















 


	
   

  	
  Name of Lender: 

  	
  PPM SPYGLASS FUNDING TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DIANA M. HIMES

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  DIANA M. HIMES

  
	
   

  	
   

  	
  Title: 

  	
  AUTHORIZED AGENT

  
						



 


















	
   

  	
  Name of Lender:

  	
  SANKATY ADVISORS, LLC AS

  COLLATERAL MANAGER FOR

  PROSPECT FUNDING I, LLC AS

  TERM LENDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JAMES KELLOGG

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  JAMES KELLOGG

  
	
   

  	
   

  	
  Title: 

  	
  MANAGING DIRECTOR

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  SANKATY ADVISORS, LLC AS

  COLLATERAL MANAGER FOR

  RACE POINT CLO, LIMITED AS

  TERM LENDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JAMES KELLOGG

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  JAMES KELLOGG

  
	
   

  	
   

  	
  Title: 

  	
  MANAGING DIRECTOR

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  Sankaty Advisors, LLC as Collateral

  Manager for Race Point II CLO,

  Limited, as Term Lender

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JAMES KELLOGG

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  JAMES KELLOGG

  
	
   

  	
   

  	
  Title: 

  	
  MANAGING DIRECTOR

  
							



 





















 


	
   

  	
  SAGAMORE
  CLO LTD.

  
	
   

  	
  By: INVESCO
  Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Thomas
  H.B. Ewald

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Thomas H.B.
  Ewald

  
	
   

  	
   

  	
  Title: 

  	
  Authorized
  Signatory

  
						



 





















 


	
   

  	
  Name of
  Lender:

  	
  SANKATY HIGH
  YIELD PARTNERS II, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ James
  Kellogg

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  JAMES
  KELLOGG

  
	
   

  	
   

  	
  Title: 

  	
  MANAGING
  DIRECTOR

  
						



 





















 


	
   

  	
  Name of
  Lender:

  	
  SANKATY HIGH
  YIELD PARTNERS III, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ James
  Kellogg

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  JAMES KELLOGG

  
	
   

  	
   

  	
  Title: 

  	
  MANAGING
  DIRECTOR

  
						



 





















 


	
   

  	
  SARATOGA
  CLO I, LIMITED

  
	
   

  	
  By: INVESCO
  Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As Asset
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Thomas
  H.B. Ewald

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Thomas H.B.
  Ewald

  
	
   

  	
   

  	
  Title: 

  	
  Authorized
  Signatory

  
						



 





















 


	
   

  	
  Name of
  Lender:

  	
   SAWGRASS TRADING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Meredith
  J. Koslick

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  MEREDITH J.
  KOSLICK

  
	
   

  	
   

  	
  Title: 

  	
  ASSISTANT
  VICE PRESIDENT

  
						



 





















 


	
   

  	
  Name of
  Lender: 

  	
  SECURITY
  INCOME FUND-INCOME

  OPPORTUNITY SERIES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Four
  Corners Capital Management LLC,

  
	
   

  	
   

  	
  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Beth
  Digati

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  BETH DIGATI

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice
  President

  
							



 





















 


	
   

  	
   

  	
  SENIOR DEBT
  PORTFOLIO

  
	
   

  	
   

  	
  By: Boston
  Management and Research

  
	
   

  	
  Name of
  Lender: 

  	
  as
  Investment Advisor

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Michael
  B. Botthof

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Michael B.
  Botthof

  
	
   

  	
   

  	
  Title: 

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
  Acknowledged
  by:

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Guarantors:

  	
   

  
	
  [ADD
  GUARANTORS]

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
							



 





















 


	
   

  	
  Name of
  Lender: 

  	
  Sequils-Centurion
  V, Ltd.

  By: American Express Asset Management

  Group, Inc. as Collateral Manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Robin C.
  Stancil

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Robin C.
  Stancil

  
	
   

  	
   

  	
  Title: 

  	
  Supervisor

  Fixed Income Support Team

  
							



 





















 


	
   

  	
  SEQUILS-Glace
  Bay, Ltd.

  
	
   

  	
  By Royal
  Bank of Canada as Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Lee M.
  Shaiman

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Lee M.
  Shaiman

  
	
   

  	
   

  	
  Title: 

  	
  Authorized
  Signatory

  
					



 





















 


	
   

  	
  SEQUILS-LIBERTY,
  LTD.

  
	
   

  	
  By: INVESCO
  Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Thomas
  H.B. Ewald

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Thomas H.B.
  Ewald

  
	
   

  	
   

  	
  Title: 

  	
  Authorized
  Signatory

  
						



 





















 


	
   

  	
  Name of
  Lender: 

  	
  SIERRA CLO I
  LTD

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/
  ILLEGIBLE

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 





















 


	
   

  	
  Name of
  Lender: 

  	
  STRONG
  SHORT-TERM HIGH

  YIELD BOND FUND

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Gilbert
  L. Southwell, III

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Gilbert L.
  Southwell, III

  
	
   

  	
   

  	
  Title: 

  	
  Assistant
  Secretary

  
							



 





















 


	
   

  	
  Name of
  Lender:

  	
  SEMINOLE
  FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Meredith
  J. Koslick

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  MEREDITH J.
  KOSLICK

  
	
   

  	
   

  	
  Title: 

  	
  ASSISTANT
  VICE PRESIDENT

  
						



 





















 


	
   

  	
  SunAmerica
  Life Insurance Company

  
	
   

  	
  By: AIG
  Global Investment Corp.

  
	
   

  	
  As
  Investment Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ John G.
  Lapham, III

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  John G.
  Lapham, III

  
	
   

  	
   

  	
  Title: 

  	
  Managing
  Director

  
					



 





















 


	
   

  	
  Sun Life
  Assurance Company of Canada (US)

  
	
   

  	
  By Royal
  Bank of Canada as Sub-Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Lee M.
  Shaiman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Lee M.
  Shaiman

  
	
   

  	
   

  	
  Title: 

  	
  Managing
  Partner

  
					



 





















 


	
   

  	
  Name of Lender:
  TCW SELECT LOAN FUND, LIMITED

  
	
   

  	
   

  
	
   

  	
  By: TCW
  Advisors, Inc. as its

  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ G.
  Steven Kalin

  	
   

  
	
   

  	
   

  	
  Name:

  	
  G. STEVEN
  KALIN

  
	
   

  	
   

  	
  Title: 

  	
  SENIOR VICE
  PRESIDENT

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jonathan
  R. Insull

  	
   

  
	
   

  	
   

  	
  Name:

  	
  JONATHAN R.
  INSULL

  
	
   

  	
   

  	
  Title: 

  	
  MANAGING
  DIRECTOR

  
					



 





















 


	
   

  	
   

  	
  TOLLI &
  CO.

  
	
   

  	
   

  	
  BY: EATON
  VANCE MANAGEMENT

  
	
   

  	
  Name of
  Lender: 

  	
  AS INVESTMENT ADVISOR

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Michael
  B. Botthof

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Michael B.
  Botthof

  
	
   

  	
   

  	
  Title: 

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
  Acknowledged
  by:

  	
   

  
	
   

  	
   

  
	
  Guarantors:

  	
   

  
	
  [ADD
  GUARANTORS]

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
							



 





















 


	
   

  	
  Name of
  Lender:

  	
  Tuscany CDO,
  Limited

  By PPM America, Inc., as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ David C.
  Wagner

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David C.
  Wagner

  
	
   

  	
   

  	
  Title: 

  	
  Managing
  Director

  
						



 





















 


	
   

  	
  VAN KAMPEN

  
	
   

  	
  SENIOR INCOME TRUST

  
	
   

  	
  By: Van Kampen Investment Advisory Corp.

  
	
   

  	
   

  
	
   

  	
  Name of
  Lender: 

  	
  /s/ Darvin
  Pierce

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Van
  Kampen

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  VAN KAMPEN

  
	
   

  	
   

  	
  Title: 

  	
  SENIOR LOAN
  FUND

  
	
   

  	
   

  	
   

  	
  By: Van
  Kampen Investment Advisory Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Darvin
  Pierce

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  DARVIN
  PIERCE

  
	
   

  	
   

  	
  Title: 

  	
  EXECUTIVE
  DIRECTOR

  
	
  Acknowledged
  by:

  	
   

  
	
   

  	
   

  
	
  Guarantors:

  	
   

  
	
  [ADD
  GUARANTORS]

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
							



 





















 


	
   

  	
  Name of
  Lender: VELOCITY CLO, LTD.

  
	
   

  	
   

  
	
   

  	
  By: TCW
  Advisors, Inc.,

  its Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ G.
  Steven Kalin

  	
   

  
	
   

  	
   

  	
  Name:

  	
  G. STEVEN
  KALIN

  
	
   

  	
   

  	
  Title: 

  	
  SENIOR VICE
  PRESIDENT

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jonathan
  R. Insull

  	
   

  
	
   

  	
   

  	
  Name:

  	
  JONATHAN R.
  INSULL

  
	
   

  	
   

  	
  Title: 

  	
  MANAGING
  DIRECTOR

  
					



 





















 


	
   

  	
  Name of
  Lender: Venture III CDO, Limited

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Its
  investment advisor MJX Asset

  Management LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  ILLEGIBLE

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  Name of
  Lender: Venture IV CDO, Limited

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Its
  investment advisor MJX Asset

  Management LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   /s/ ILLEGIBLE

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  Name of
  Lender: Venture CDO 2002, Limited

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Its
  investment advisor MJX Asset

  Management LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   /s/ ILLEGIBLE

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  Name of
  Lender: Wells Fargo Bank, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Geoffrey
  P. Nolan

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Geoffrey P.
  Nolan

  
	
   

  	
   

  	
  Title: 

  	
  Vice
  President

  
					



 





















 


	
   

  	
  Name of
  Lender: Wells Fargo Bank, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Geoffrey
  P. Nolan

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Geoffrey P.
  Nolan

  
	
   

  	
   

  	
  Title: 

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
  Acknowledged
  by:

  	
   

  
	
   

  	
   

  
	
  Guarantors:

  	
   

  
	
  [ADD
  GUARANTORS]

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 





















 


	
   

  	
  Name of
  Lender:

  	
  WINGED FOOT
  FUNDING TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Diana M.
  Himes

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  DIANA M.
  HIMES

  
	
   

  	
   

  	
  Title: 

  	
  AUTHORIZED
  AGENT

  
						



 





















 


	
   

  	
  APEX
  (IDM) CDO I, LTD.

  
	
   

  	
  BABSON
  CLO LTD 2003-I

  
	
   

  	
  BABSON
  CLO LTD 2004-I

  
	
   

  	
  ELC
  (CAYMAN) LTD. 1999-II

  
	
   

  	
  ELC
  (CAYMAN) LTD. 1999-III

  
	
   

  	
  ELC
  (CAYMAN) LTD. 2001-I

  
	
   

  	
  SEABOARD
  CLO 2000 LTD.

  
	
   

  	
  SUFFIELD
  CLO, LIMITED

  
	
   

  	
  TRYON
  CLO LTD. 2001-I

  
	
   

  	
  By: Babson
  Capital Management LLC

  
	
   

  	
  as
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W. Stelwagon

  	
   

  
	
   

  	
  Name: 

  	
  JOHN W. STELWAGON

  
	
   

  	
  Title: 

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  C.M.
  LIFE INSURANCE COMPANY

  
	
   

  	
  By: Babson
  Capital Management LLC as

  
	
   

  	
  Investment
  Sub-Adviser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W. Stelwagon

  	
   

  
	
   

  	
  Name: 

  	
  JOHN W. STELWAGON

  
	
   

  	
  Title: 

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MAPLEWOOD
  (CAYMAN) LIMITED

  
	
   

  	
  By: Babson
  Capital Management LLC under

  
	
   

  	
  delegated
  authority from Massachusetts Mutual

  
	
   

  	
  Life
  Insurance Company as Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W. Stelwagon

  	
   

  
	
   

  	
  Name: 

  	
  JOHN W. STELWAGON

  
	
   

  	
  Title: 

  	
  Managing Director

  
					



 





















 


	
   

  	
  MASSACHUSETTS
  MUTUAL LIFE

  
	
   

  	
  INSURANCE
  COMPANY

  
	
   

  	
  By: Babson
  Capital Management LLC as

  
	
   

  	
  Investment
  Adviser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W. Stelwagon

  	
   

  
	
   

  	
  Name: 

  	
  JOHN W. STELWAGON

  
	
   

  	
  Title: 

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIMSBURY
  CLO, LIMITED

  
	
   

  	
  SOMERS
  CDO, LIMITED

  
	
   

  	
  By: Babson
  Capital Management LLC under

  
	
   

  	
  delegated
  authority from Massachusetts Mutual

  
	
   

  	
  Life Insurance
  Company as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W. Stelwagon

  	
   

  
	
   

  	
  Name: 

  	
  JOHN W. STELWAGON

  
	
   

  	
  Title: 

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BILL
  & MELINDA GATES FOUNDATION

  
	
   

  	
  By: Babson
  Capital Management LLC as

  
	
   

  	
  Investment
  Adviser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W. Stelwagon

  	
   

  
	
   

  	
  Name: 

  	
  JOHN W. STELWAGON

  
	
   

  	
  Title: 

  	
  Managing Director

  
					



 





















 


	
  Acknowledged
  by:

  	
   

  
	
   

  	
   

  
	
  Guarantors:

  	
  A.P. SCHMIDT
  CO.

  
	
   

  	
  ATLANTIC/143
  L.L.C.

  
	
   

  	
  ATLANTIC/MR
  VENTURES INC.

  
	
   

  	
  ATLANTIC MR
  II INC.

  
	
   

  	
  ATLANTIC
  RECORDING CORPORATION

  
	
   

  	
  BERNA MUSIC,
  INC.

  
	
   

  	
  BIG BEAT RECORDS
  INC.

  
	
   

  	
  BIG TREE
  RECORDING CORPORATION

  
	
   

  	
  BUTE SOUND
  LLC

  
	
   

  	
  CAFE
  AMERICANA INC.

  
	
   

  	
  CHAPPELL
  & INTERSONG MUSIC GROUP

  
	
   

  	
  (AUSTRALIA)
  LIMITED

  
	
   

  	
  CHAPPELL AND
  INTERSONG MUSIC GROUP

  
	
   

  	
  (GERMANY)
  INC.

  
	
   

  	
  CHAPPELL
  MUSIC COMPANY, INC.

  
	
   

  	
  COTA MUSIC,
  INC.

  
	
   

  	
  COTILLION MUSIC,
  INC.

  
	
   

  	
  CPP/BELWIN,
  INC.

  
	
   

  	
  CRK MUSIC
  INC.

  
	
   

  	
  E/A MUSIC,
  INC.

  
	
   

  	
  ELEKSYLUM
  MUSIC, INC.

  
	
   

  	
  ELEKTRA/CHAMELEON
  VENTURES INC.

  
	
   

  	
  ELEKTRA
  ENTERTAINMENT GROUP INC.

  
	
   

  	
  ELEKTRA
  GROUP VENTURES INC.

  
	
   

  	
  FHK, INC.

  
	
   

  	
  FIDDLEBACK
  MUSIC PUBLISHING COMPANY, INC.

  
	
   

  	
  FOSTER FREES
  MUSIC, INC.

  
	
   

  	
  FOZ MAN
  MUSIC LLC

  
	
   

  	
  INSIDE JOB,
  INC.

  
	
   

  	
  INTERSONG
  U.S.A., INC.

  
	
   

  	
  JADAR MUSIC
  CORP.

  
	
   

  	
  LAVA
  TRADEMARK HOLDING COMPANY LLC

  
	
   

  	
  LEM AMERICA,
  INC.

  
	
   

  	
  LONDON-SIRE
  RECORDS INC.

  
	
   

  	
  MCGUFFIN
  MUSIC INC.

  
	
   

  	
  MIXED BAG
  MUSIC, INC.

  
	
   

  	
  NC HUNGARY
  HOLDINGS INC.

  
	
   

  	
  NEW CHAPPELL
  INC.

  
	
   

  	
  NONESUCH
  RECORDS INC.

  
	
   

  	
  NVC
  INTERNATIONAL INC.

  
	
   

  	
  OCTA MUSIC,
  INC.

  
	
   

  	
  PENALTY
  RECORDS, L.L.C.

  
	
   

  	
  PEPAMAR
  MUSIC CORP.

  
	
   

  	
  REVELATION
  MUSIC PUBLISHING CORPORATION

  



 





















 


	
   

  	
  RHINO
  ENTERTAINMENT COMPANY

  
	
   

  	
  RICK’S MUSIC
  INC.

  
	
   

  	
  RIGHTSONG
  MUSIC INC.

  
	
   

  	
  RODRA MUSIC,
  INC.

  
	
   

  	
  SEA CHIME
  MUSIC, INC.

  
	
   

  	
  SR/MDM
  VENTURE INC.

  
	
   

  	
  SUMMY-BIRCHARD,
  INC.

  
	
   

  	
  SUPER HYPE
  PUBLISHING, INC.

  
	
   

  	
  T-BOY MUSIC,
  L.L.C.

  
	
   

  	
  T-GIRL
  MUSIC, L.L.C.

  
	
   

  	
  THE RHYTHM
  METHOD INC.

  
	
   

  	
  TOMMY BOY
  MUSIC, INC.

  
	
   

  	
  TOMMY
  VALANDO PUBLISHING GROUP, INC.

  
	
   

  	
  TRI-CHAPPELL
  MUSIC INC.

  
	
   

  	
  TW MUSIC
  HOLDINGS INC.

  
	
   

  	
  UNICHAPPELL
  MUSIC INC.

  
	
   

  	
  W.B.M. MUSIC
  CORP.

  
	
   

  	
  WALDEN MUSIC
  INC.

  
	
   

  	
  WARNER
  ALLIANCE MUSIC INC.

  
	
   

  	
  WARNER
  BRETHREN INC.

  
	
   

  	
  WARNER BROS.
  MUSIC INTERNATIONAL INC.

  
	
   

  	
  WARNER BROS.
  PUBLICATIONS U.S. INC.

  
	
   

  	
  WARNER BROS.
  RECORDS INC.

  
	
   

  	
  WARNER/CHAPPELL
  MUSIC, INC.

  
	
   

  	
  WARNER/CHAPPELL
  MUSIC (SERVICES), INC.

  
	
   

  	
  WARNER
  CUSTOM MUSIC CORP.

  
	
   

  	
  WARNER
  DOMAIN MUSIC INC.

  
	
   

  	
  WARNER-ELEKTRA-ATLANTIC
  CORPORATION

  
	
   

  	
  WARNER MUSIC
  BLUESKY HOLDING INC.

  
	
   

  	
  WARNER MUSIC
  DISCOVERY INC.

  
	
   

  	
  WARNER MUSIC
  DISTRIBUTION INC.

  
	
   

  	
  WARNER MUSIC
  GROUP INC.

  
	
   

  	
  WARNER MUSIC
  LATINA INC.

  
	
   

  	
  WARNER
  SOJOURNER MUSIC INC.

  
	
   

  	
  WARNERSONGS,
  INC.

  
	
   

  	
  WARNER MUSIC
  SP INC.

  
	
   

  	
  WARNER
  SPECIAL PRODUCTS INC.

  
	
   

  	
  WARNER
  STRATEGIC MARKETING INC.

  
	
   

  	
  WARNER-TAMERLANE
  PUBLISHING CORP.

  
	
   

  	
  WARPRISE
  MUSIC INC.

  
	
   

  	
  WB GOLD
  MUSIC INC.

  
	
   

  	
  WB MUSIC
  CORP.

  
	
   

  	
  WBM/HOUSE OF
  GOLD MUSIC, INC.

  
	
   

  	
  WBPI
  HOLDINGS LLC

  
	
   

  	
  WBR
  MANAGEMENT SERVICES INC.

  
	
   

  	
  WBR/QRI
  VENTURE, INC.

  



 





















 


	
   

  	
  WBR/RUFFNATION
  VENTURES, INC.

  
	
   

  	
  WBR/SIRE
  VENTURES INC.

  
	
   

  	
  WE ARE
  MUSICA, INC.

  
	
   

  	
  WEA EUROPE INC.

  
	
   

  	
  WEA INC.

  
	
   

  	
  WEA
  INTERNATIONAL INC.

  
	
   

  	
  WEA LATINA
  MUSICA INC.

  
	
   

  	
  WEA
  MANAGEMENT SERVICES INC.

  
	
   

  	
  WIDE MUSIC,
  INC.

  
	
   

  	
  WMG
  MANAGEMENT SERVICES INC.

  
	
   

  	
  WMG
  TRADEMARK HOLDING COMPANY LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Paul
  Robinson

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Paul
  Robinson

  
	
   

  	
   

  	
  Title: 

  	
  VP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEA ROCK LLC

  
	
   

  	
   

  
	
   

  	
  By:
  Warner-Elektra-Atlantic Corp., its sole member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Paul
  Robinson

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Paul
  Robinson

  
	
   

  	
   

  	
  Title: 

  	
  VP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEA URBAN
  LLC

  
	
   

  	
   

  
	
   

  	
  By:
  Warner-Elektra-Atlantic Corp., its sole member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Paul
  Robinson

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Paul
  Robinson

  
	
   

  	
   

  	
  Title: 

  	
  VP