Exhibit
10.3


 





















 


AMENDMENT NO. 2 TO CREDIT AGREEMENT


 


AMENDMENT
dated as of December 6, 2004 to the Amended and Restated Credit Agreement dated
as of April 8, 2004 (as amended from time to time, 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,
Holdings wishes to incur certain indebtedness and make certain changes to the
terms of the Credit Agreement; and


 


WHEREAS, the Lenders are
willing to permit 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 7 below), refer to the Credit
Agreement as amended hereby.


 


SECTION 2. Additional Permitted Holdco Debt. Section 7.03(c)(iii) of the Credit
Agreement is amended to read in its entirety as follows:


 


(i)            unsecured Indebtedness of Holdings (“Permitted
Holdco Debt”) that (A) is not subject to any Guarantee by the
Company or any Restricted Subsidiary, (B) will not mature prior to the date
that is ninety-one (91) days after the Maturity Date of the Term Loans, (C) has
no scheduled amortization or payments of principal, (D) does not permit any
payments in cash of interest or other amounts in respect of the principal thereof
in excess of $35,000,000 in any Fiscal Year for at least five (5) years from


 





















 


the
date of the issuance or incurrence thereof, (E) has mandatory prepayment,
repurchase or redemption, covenant, default and remedy provisions customary for
senior discount notes of an issuer that is the parent of a borrower under
senior secured credit facilities, and in any event, with respect to covenant,
default and remedy provisions, no more restrictive than those set forth in the
Senior Subordinated Notes Indenture taken as a whole (other than provisions
customary for senior discount notes of a holding company), and (F) contains
provisions with respect to paid-in-kind interest which are reasonably
satisfactory to the Administrative Agent; provided that any such Indebtedness shall
constitute Permitted Holdco Debt only if (i) both before and after giving
effect to the issuance or incurrence thereof, no Event of Default shall have
occurred and be continuing, (ii) after giving Pro Forma Effect to the issuance or incurrence thereof, the
Holdings Consolidated Leverage Ratio shall be less than 5.75:1, and (iii) if
the amount of such Indebtedness issued or incurred in any fiscal quarter
exceeds $50,000,000, the Chief Financial Officer of Holdings or the Borrower
shall have delivered an officer’s certificate demonstrating Pro Forma Compliance with the covenants set forth in
Section 7.11 in form and substance reasonably satisfactory to the
Administrative Agent, it being understood that any capitalized or paid-in-kind
interest or accreted principal on such Indebtedness shall not constitute an
issuance or incurrence of Indebtedness for purposes of this proviso;


 


SECTION
3. Change to the Calculation of EBITDA For
Purposes of Incurring Permitted Holdco Debt. The definition of “Consolidated EBITDA” contained in Section
1.01 of the Credit Agreement is amended by adding the following proviso at the
end thereof: “; and provided further that, solely for purposes of
calculating the Holdings Consolidated Leverage Ratio under Section 7.03(c)(iii)
on a Pro Forma Basis “Consolidated EBITDA” for the relevant period may include
operating expense reductions for such period with respect to the Acquisition or
with respect to any Investment, acquisition, Disposition, merger or
consolidation permitted hereunder (each a “Permitted Transaction”) that
has been consummated during such period, in each case that have been realized
or (A) for which the steps necessary for realization have been taken or (B)
with respect to any Permitted Transaction, for which steps necessary for
realization are reasonably expected to be taken within the six month period
following the consummation of such Permitted Transaction, so long as such
adjustments are set forth in a certificate signed by the Chief Financial
Officer of the Company and another Responsible Officer of the Company which
states (i) the amount of such adjustments, and (ii) that such adjustment or
adjustments are based on the reasonable good faith beliefs of the officers
executing such certificate at the time of execution.”


 


2





















 


SECTION 4. 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 in all material respects as of such earlier date, and (ii) no
Default will have occurred and be continuing on such date.


 


SECTION 5. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York.


 


SECTION 6. 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
7. Effectiveness. This Amendment shall become
effective on the date (the “Amendment Effective Date”) when the
Administrative Agent shall have (a) received from each of Holdings, the
Borrower and the Required Lenders a counterpart hereof signed by such party or
facsimile or other written confirmation (in form satisfactory to the
Administrative Agent) that such party has signed a counterpart hereof and (b)
received an amendment fee for the account of each Lender from which the
Administrative Agent has received an executed counterpart of this Amendment or
other written confirmation, as required by subsection (a) above, on or prior to
12:00 noon New York City time on December 6, 2004, in an amount equal to 0.10%
of the sum of the Total Outstandings, unused Term Commitments and unused
Revolving Credit Commitments, in each case held by such Lender.


 


3





















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed as of the date
fast 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. 2


 





















 


	
   

  	
  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

  



 





















 


	
   

  	
  Name of Lender: 1888 FUND, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kaitlin Trinh

  	
   

  
	
   

  	
   

  	
  Name:
  KAITLIN TRINH

  
	
   

  	
   

  	
  Title:
  VICE PRESIDENT

  



 





















 


	
   

  	
  Name of Lender: 

  	
  ACM Income Fund

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Bayer

  	
   

  
	
   

  	
   

  	
  Name:
  Robert Bayer

  
	
   

  	
   

  	
  Title:
  VICE PRESIDENT

  
						



 





















 


	
   

  	
  Addison CDO, Limited

  
	
   

  	
  By:

  	
  Pacific Investment Management Company LLC,
as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mohan V. Phanaalkar

  	
   

  
	
   

  	
   

  	
  Mohan V. Phanaalkar

  
	
   

  	
   

  	
  Managing Director

  



 





















 


	
   

  	
  AIM
  FLOATING RATE FUND

  
	
   

  	
  By:

  	
  INVESCO
  Senior Secured Management, Inc.

  As Sub-Adviser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Authorized Signatory

  



 





















 


	
   

  	
  Name of Lender:

  	
  Global Strategic Income

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Bayer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert Bayer

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 





















 


	
   

  	
  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. 2000-I

  
	
   

  	
  SEABOARD CLO 2000 LTD.

  
	
   

  	
  SUFFIELD CLO, LIMITED

  
	
   

  	
  TRYON CLO LTD. 2000-I

  
	
   

  	
  By:  Babson Capital Management LLC as

  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David P. Wells

  	
   

  
	
   

  	
  Name: David P. Wells, CFA

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  C.M.
  LIFE INSURANCE COMPANY

  
	
   

  	
  By:  Babson Capital Management LLC as

  Investment Sub-Adviser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David P. Wells

  	
   

  
	
   

  	
  Name: David P. Wells, CFA

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MAPLEWOOD
  (CAYMAN) LIMITED

  
	
   

  	
  By:  Babson Capital Management LLC as

  Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David P. Wells

  	
   

  
	
   

  	
  Name: David P. Wells, CFA

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MASSACHUSETTS
  MUTUAL LIFE

  INSURANCE COMPANY

  
	
   

  	
  By:  Babson Capital Management LLC as

  Investment Adviser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David P. Wells

  	
   

  
	
   

  	
  Name: David P. Wells, CFA

  
	
   

  	
  Title: Managing Director

  



 





















 


	
   

  	
  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

  
						



 





















 


	
   

  	
  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

  



 





















 


	
   

  	
  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

  



 





















 


	
   

  	
  AMMC
  CDO III, LIMITED

  
	
   

  	
  By:

  	
  American
  Money Management Corp.,

  as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Chester
  M. Eng

  	
   

  
	
   

  	
   

  	
  Name:  Chester M. Eng

  
	
   

  	
   

  	
  Title:  Senior Vice President

  



 





















 


	
   

  	
  Name of Lender:

  	
  APEX (Trimaran) CDO I, LTD.

  
	
   

  	
   

  	
  By Trimaran Advisors, L.L.C. 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David M. Millison

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David M. Millison

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
						



 





















 


	
   

  	
  ARCHIMEDES FUNDING III, LTD. 

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  ING Capital Advisors LLC,

  as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Gorski

  	
   

  
	
   

  	
  Name:  STEVEN GORSKI

  
	
   

  	
  Title:  DIRECTOR

  



 





















 


	
   

  	
  ARCHIMEDES FUNDING IV (CAYMAN), LTD.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  ING Capital Advisors LLC,

  as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Gorski

  	
   

  
	
   

  	
  Name:  STEVEN GORSKI

  
	
   

  	
  Title:  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

  
							



 





















 


	
   

  	
  Name of Lender:

  	
  Atrium CDO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Flannery

  	
   

  
	
   

  	
   

  	
  Name:

  	
  THOMAS FLANNERY

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED SIGNATORY

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  Atrium II

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Flannery

  	
   

  
	
   

  	
   

  	
  Name:

  	
  THOMAS FLANNERY

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED SIGNATORY

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  ATV Loan Funding LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Gorder

  	
   

  
	
   

  	
   

  	
  Name:

  	
  DAVID GORDER

  
	
   

  	
   

  	
  Title:

  	
  ATTORNEY-IN-FACT

  
						



 





















 


	
   

  	
  AVALON CAPITAL LTD.

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  As Portfolio Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
  Name:  Gregory Stoeckle

  
	
   

  	
   

  	
  Title:  Authorized Signatory

  



 





















 


	
   

  	
  AVALON CAPITAL LTD. 2

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  As Portfolio Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
  Name:  Gregory Stoeckle

  
	
   

  	
   

  	
  Title:  Authorized Signatory

  



 





















 


	
   

  	
  Name of Lender:

  	
   

  
	
   

  	
  Sankaty Advisors, LLC as Collateral Manager

  
	
   

  	
  for Avery Point CLO, Limited, as Term
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy
  Barns

  	
   

  
	
   

  	
   

  	
  Name: Timothy Barns

  
	
   

  	
   

  	
  Title: Senior Vice President

  
					



 





















 


	
   

  	
  Ballyrock CLO II Limited, By: Ballyrock 

  	
   

  
	
   

  	
  Investment Advisors LLC, as Collateral 

  
	
   

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lisa Rymut

  	
   

  
	
   

  	
   

  	
  Name: Lisa Rymut

  
	
   

  	
   

  	
  Title: Assistant Treasurer

  
					



 





















 


	
   

  	
  BIRCHWOOD FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meredith
  Koslick

  	
   

  
	
   

  	
   

  	
  Name:        Meredith Koslick

  
	
   

  	
   

  	
  Title:          Assistant Vice
  President

  



 





















 


	
   

  	
  Name of Lender:

  	
  BlackRock Limited Duration Income Trust

  
	
   

  	
   

  	
  BlackRock Global Floating Rate Income Trust

  
	
   

  	
   

  	
  BlackRock Senior Income Series

  
	
   

  	
   

  	
  Magnetite Asset Investors LLC

  
	
   

  	
   

  	
  Magnetite Asset Investors III LLC

  
	
   

  	
   

  	
  Magnetite IV CLO, Limited

  
	
   

  	
   

  	
  Magnetite V CLO, Limited

  
	
   

  	
   

  	
  Senior Loan Portfolio

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tom Colwell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Tom Colwell

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Tom Colwell

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
  Acknowledged by:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
   

  	
   

  
	
  [ADD GUARANTORS]

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Tom Colwell

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
								



 


















 


	
   

  	
  Name of Lender:

  	
   

  
	
   

  	
  BLUE SQUARE FUNDING
  LIMITED

  	
   

  
	
   

  	
  SERIES 3

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph Cusmai

  	
   

  
	
   

  	
   

  	
  Name: Joseph Cusmai

  
	
   

  	
   

  	
  Title: Vice President

  
					



 





















 


	
   

  	
  BOSTON HARBOR CLO
  2004-1, Ltd.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Beth Mazor

  	
   

  
	
   

  	
  By:
  Beth Mazor

  	
   

  
	
   

  	
  Title: V.P.

  
					



 





















 


	
   

  	
  Braymoor & Co.

  
	
   

  	
  By: Bear Stearns Asset Management, Inc.,

  as its attorney-in-fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan Berg

  	
   

  
	
   

  	
   

  	
  Name:        Jonathan Berg

  
	
   

  	
   

  	
  Title:          Vice President

  



 





















 


	
   

  	
  BRYN MAWR CLO, Ltd.

  
	
   

  	
  By: Deerfield Capital Management LLC as its

  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott Morrison

  	
   

  
	
   

  	
  Name: Scott Morrison

  
	
   

  	
  Title: Vice President

  



 





















 


	
   

  	
  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

  	
   

  
						



 





















 


	
   

  	
  Name of Lender: 

  	
  By: Callidus Debt Partners CLO Fund, II Ltd.

  By: Its Collateral Manager,

  Callidus Capital Management, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mavis Taintor

  	
   

  
	
   

  	
   

  	
  Name:     Mavis
  Taintor

  
	
   

  	
   

  	
  Title:       Senior
  Managing Director

  
					



 





















 


	
   

  	
  Name of Lender: 

  	
  By: Callidus Debt Partners CLO Fund, III Ltd.

  By: Its Collateral Manager,

  Callidus Capital Management, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mavis Taintor

  	
   

  
	
   

  	
   

  	
  Name:    Mavis
  Taintor

  
	
   

  	
   

  	
  Title:      Senior
  Managing Director

  
					



 





















	
   

  	
  Name of Lender: 

  	
  Canadian
  Imperial

  Bank of Commerce

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John F. Burke

  	
   

  
	
   

  	
   

  	
  Name:    John
  F. Burke

  
	
   

  	
   

  	
  Title:      Authorized
  Signatory

  
					



 





















 





 


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 WMG Acquisition Corp., dated as of
April 8, 2004 (the “Credit Agreement”).
Canyon’s approval of a Amendment No. 2
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. 2 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. 2 (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

  	
   

  	
   

  	
   

  
	
   

  	
  R.
  Christian B. Evensen

  	
  Date

  	
   

  
	
   

  	
  Managing
  Director

  	
   

  	
   

  
					



 





















 


	
  Catalina
  CDO Ltd.

  
	
  By:

  	
  Pacific
  Investment Management Company LLC,

  as its Investment Advisor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
  Managing Director

  



 





















 


	
   

  	
  Name of Lender:

  
	
   

  	
   

  
	
   

  	
  CELEBRITY 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/ Vincent P. Pham

  	
   

  
	
   

  	
   

  	
  Name:
  Vincent P. Pham

  
	
   

  	
   

  	
  Title:
  Director-Operations

  
					



 





















 


	
   

  	
  Name of Lender: 

  	
  Centurion CDO VI, Ltd.

  By: American Express Asset Management Group as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vincent P. Pham

  	
   

  
	
   

  	
   

  	
  Name:
  Vincent P. Pham

  
	
   

  	
   

  	
  Title:
  Director-Operations

  
					



 





















 


	
   

  	
  Name of Lender: 

  	
  Centurion CDO VII, Ltd.

  By: American Express Asset Management Group, Inc. as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vincent P. Pham

  	
   

  
	
   

  	
   

  	
  Name:
  Vincent P. Pham

  
	
   

  	
   

  	
  Title:
  Director-Operations

  
					



 





















 


	
   

  	
  CHAMPLAIN CLO, LTD.

  
	
   

  	
  By:

  	
  INVESCO
  Senior Secured Management, Inc.

  As Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Authorized Signatory

  



 





















 


	
   

  	
  CHARTER VIEW PORTFOLIO

  
	
   

  	
  By:

  	
  INVESCO
  Senior Secured Management, Inc.

  As Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
   

  	
  Title: Authorized Signatory

  



 





















 


	
   

  	
  Name of Lender:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CIT LENDING SERVICES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Sirico, II

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John P. Sirico, II

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 





















 


	
   

  	
  Name of Lender: CITICORP
  INSURANCE

  AND INVESTMENT TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Travelers Asset Management International

  Company LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William M. Gardner

  	
   

  
	
   

  	
   

  	
  Name:

  	
  WILLIAM M. GARDNER

  
	
   

  	
   

  	
  Title:

  	
  Investment Officer

  
						



 





















 


	
   

  	
  Name of Lender:
  Citigroup Investments

  Corporate Loan Fund Inc.

  
	
   

  	
  By: Travelers Asset Management
  International

  Company LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald Carter

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ronald Carter

  
	
   

  	
   

  	
  Title:

  	
  VP

  
					



 





















 


	
   

  	
  Clarenville CDO, SA

  
	
   

  	
  By:

  	
  Pacific Investment Management Company LLC,
as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
  Managing Director

  



 





















 


	
   

  	
  Name of Lender: Clydesdale CLO 2001-1, LTD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Elizabeth MacLean

  	
   

  
	
  NOMURA CORPORATE RESEARCH

  	
   

  	
  Name: Elizabeth MacLean

  
	
  AND ASSET MANAGEMENT INC.

  	
   

  	
  Title: Director

  
	
  AS

  	
   

  	
   

  
	
  COLLATERAL MANAGER

  	
   

  	
   

  
						



 





















 


	
   

  	
  Name of Lender: Clydesdale CLO 2003 LTD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Elizabeth MacLean

  	
   

  
	
  NOMURA CORPORATE RESEARCH

  	
   

  	
  Name: Elizabeth MacLean

  
	
  AND ASSET MANAGEMENT INC.

  	
   

  	
  Title: Director

  
	
  AS

  	
   

  	
   

  
	
  COLLATERAL MANAGER

  	
   

  	
   

  
						



 





















 


	
   

  	
  Name of Lender: Columbus
  Loan Funding Ltd.

  By: Travelers Asset Management International

  Company LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald Carter

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ronald Carter

  
	
   

  	
   

  	
  Title:

  	
  VP

  
					



 





















 


	
   

  	
  Name of Lender:

  	
  CONTINENTAL
  ASSURANCE COMPANY

  on behalf of its Separate Account (E)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marilou R. McGirr

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Marilou R.
  McGirr

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Assistant Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Approved by

  Law Dept.

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  MPC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Date:

  	
  11-30-04

  	
   

  
										



 





















 


	
   

  	
  Name of Lender:

  	
  CONTINENTAL
  ASSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marilou R. McGirr

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Marilou R.
  McGirr

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Assistant Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Approved by

  Law Dept.

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  MPC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Date:

  	
  11-30-04

  	
   

  
										



 





















 


	
   

  	
  Name of Lender:

  	
  CSAM Funding
  I

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Flannery

  	
   

  
	
   

  	
   

  	
  Name:

  	
  THOMAS
  FLANNERY

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED
  SIGNATORY

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  CSAM Funding
  II

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Flannery

  	
   

  
	
   

  	
   

  	
  Name:

  	
  THOMAS FLANNERY

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED
  SIGNATORY

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  CSAM Funding
  III

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Flannery

  	
   

  
	
   

  	
   

  	
  Name:

  	
  THOMAS
  FLANNERY

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED
  SIGNATORY

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  CSAM Funding
  IV

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Flannery

  	
   

  
	
   

  	
   

  	
  Name:

  	
  THOMAS FLANNERY

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED
  SIGNATORY

  
						



 





















 


	
   

  	
  Name of Lender:

  INVESTORS BANK & TRUST COMPANY AS SUB-CUSTODIAN

  AGENT OF CYPRESSTREE INTERNATIONAL LOAN

  HOLDING COMPANY LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey Megar

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey Megar, CFA

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martha Hadeler

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Martha Hadeler

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
  Acknowledged by:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
   

  	
   

  
	
  [ADD GUARANTORS]

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 





















 


	
   

  	
  Name of Lender:

  	
  Deutsche
  Bank,

  New York Branch

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan LeFevre

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Susan
  LeFevre

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Shefrin

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory
  Shefrin

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
  Acknowledged by:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
   

  	
   

  
	
  [ADD GUARANTORS]

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


















 


	
   

  	
  DIAMOND SPRINGS TRADING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Meredith J. Koslick

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
					



 





















 


	
   

  	
  DIVERSIFIED CREDIT PORTFOLIO LTD.

  
	
   

  	
  By: INVESCO
  Senior Secured Management, Inc.

  
	
   

  	
  as
  Investment Adviser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory Stoeckle

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
					



 





















 


	
   

  	
  Name of Lender: [ILLEGIBLE] Leveraged Loan

  CDO 2002-II

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  Prudential Investment Management, Inc.

  
	
   

  	
  as Collateral Manager

  	
   

  
	
   

  	
  Name:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Title: Vice President

  
						



 





















 


	
   

  	
  Name of Lender:    Dryden IV -
  Leveraged Loan

  CDO 2003

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  Prudential Investment Management, Inc.,

  
	
   

  	
  as Collateral Manager

  	
   

  
	
   

  	
  Name:

  	
  /s/ Steph Johnson

  	
   

  
	
   

  	
  Title: VICE PRESIDENT

  
						



 





















 


	
   

  	
  Name of Lender:    Dryden III
  - Leveraged Loan

  CDO 2002

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  Prudential Investment Management, Inc.,

  
	
   

  	
  as Collateral Manager

  	
   

  
	
   

  	
  Name:

  	
  /s/ Steph Johnson

  	
   

  
	
   

  	
  Title: VICE PRESIDENT

  
						



 





















 


	
   

  	
  Name of Lender:    Dryden V -
  Leveraged Loan

  CDO 2003

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  Prudential Investment Management, Inc.,

  
	
   

  	
  as Collateral Manager

  	
   

  
	
   

  	
  Name:

  	
  /s/ Steph Johnson

  	
   

  
	
   

  	
  Title: Vice President

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  East West Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nancy A. Moore

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Nancy A. Moore

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  ECL FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jason Trala

  	
   

  
	
   

  	
   

  	
  Name:

  	
  JASON TRALA

  
	
   

  	
   

  	
  Title:

  	
  Attorney-in-Fact

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  RLF Funding Trust III

  
	
   

  	
  By: New York Life Investment Management,

  
	
   

  	
  LLC, its Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark A. Campellone

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark A. Campellone

  
	
   

  	
   

  	
  Title:

  	
  Director

  
						



 





















 


	
   

  	
  Name of Lender:

  	
   

  
	
   

  	
  Emerald Orchard Limited

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Masood Fikree

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Masood Fikree

  
	
   

  	
   

  	
  Title:

  	
  Attorney-In-Fact

  
						



 





















 


	
   

  	
  ENDURANCE
  CLO I, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  c/o:

  	
  ING
  Capital Advisors LLC,

  
	
   

  	
   

  	
  as
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/
  Steven Gorski

  	
   

  
	
   

  	
  Name:

  	
  STEVEN GORSKI

  	
   

  
	
   

  	
  Title:

  	
  DIRECTOR

  	
   

  
							



 





















 


	
   

  	
  Name of Lender:

  	
  Fidelity Advisor Series II: 

  
	
   

  	
  Fidelity Advisor Floating Rate High Income 

  
	
   

  	
  Fund

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Osterheld

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark Osterheld

  
	
   

  	
   

  	
  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 Dominion Funding II

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Flannery

  	
   

  
	
   

  	
   

  	
  Name:

  	
  THOMAS FLANNERY

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED SIGNATORY

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  First Dominion Funding III

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Flannery

  	
   

  
	
   

  	
   

  	
  Name:

  	
  THOMAS FLANNERY

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED SIGNATORY

  
						



 





















 


	
   

  	
  Name of Lender:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FIRST TRUST/FOUR CORNERS

  
	
   

  	
  SENIOR FLOATING RATE INCOME

  
	
   

  	
  FUND

  
	
   

  	
  By: Four Corners Capital Management

  LLC, as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Columbaro

  	
   

  
	
   

  	
   

  	
  Name:

  	
  STEVEN COLUMBARO

  
	
   

  	
   

  	
  Title:

  	
  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/ Steven Columbaro

  	
   

  
	
   

  	
   

  	
  Name:

  	
  STEVEN COLUMBARO

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
							



 





















 


	
   

  	
  Name of Lender:

  	
   

  
	
   

  	
  Flagship CLO 2001-1

  	
   

  
	
   

  	
  By: Flagship Capital Management, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric S. Meyer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric S. Meyer

  
	
   

  	
   

  	
  Title:

  	
  Director

  
							



 





















 


	
   

  	
  Name of Lender:

  	
   

  
	
   

  	
  Flagship CLO II

  	
   

  
	
   

  	
  By: Flagship Capital Management, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric S. Meyer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric S. Meyer

  
	
   

  	
   

  	
  Title:

  	
  Director

  
							



 





















 


	
   

  	
  Name of Lender:

  	
   

  
	
   

  	
  Flagship CLO III

  	
   

  
	
   

  	
  By: Flagship Capital Management, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric S. Meyer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eric S. Meyer

  
	
   

  	
   

  	
  Title:

  	
  Director

  
							



 





















 


	
   

  	
  FOREST CREEK CLO, Ltd.

  
	
   

  	
  By:  Deerfield
  Capital Management LLC as its

  
	
   

  	
   Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott Morrison

  	
   

  
	
   

  	
  Name:  Scott Morrison

  
	
   

  	
  Title:  Vice
  President

  



 





















 


	
   

  	
  Name
  of Lender: FORTE CDO (CAYMAN) LTD.

  
	
   

  	
  BY
  STRONG CAPITAL MANAGEMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gilbert L. Southwell, III

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gilbert
  L. Southwell, III

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Assistant Secretary

  	
   

  
						



 





















 


	
   

  	
  Name
  of Lender: FORTE II CDO (CAYMAN) LTD.

  
	
   

  	
  BY
  STRONG CAPITAL MANAGEMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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/ Melissa Marano

  	
   

  
	
   

  	
  Name: Melissa Marano

  
	
   

  	
  Title: Authorized
  Signatory

  



 





















 


	
   

  	
  Name of Lender:  Franklin CLO I, Limited

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  Name of Lender:  Franklin CLO II, Limited

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  Name of Lender:  Franklin CLO III, Limited

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  Name of Lender:  Franklin CLO IV, Limited

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  Name of Lender:

  	
  FRANKLIN FLOATING RATE

  DAILY ACCESS FUND

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


















 


	
   

  	
  Name of Lender:

  	
  Franklin Floating Rate Master Series

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ Maderil

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 





















 


	
   

  	
  Name of Lender: Franklin
  Floating Rate Trust

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ Maderil

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  Name of Lender: 

  	
  FRANKLIN TEMPLETON

  LIM. DURATION INCOME TRUST

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ Maderil

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 





















 


	
   

  	
  Name of Lender: 

  	
  Foothill Income Trust, L.P. 

  
	
   

  	
   

  	
  by FIT GP, LLC, Its Core Partner

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ M.E. Stearns

  	
   

  
	
   

  	
   

  	
  Name:

  	
  M.E. Stearns

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  
						



 





















 


	
   

  	
  Name of Lender: 

  	
  Foothill Income Trust II, L. 

  
	
   

  	
   

  	
  by FIT II GP, LLC, Its Core Partner

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ M.E. Stearns

  	
   

  
	
   

  	
   

  	
  Name:

  	
  M.E. Stearns

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  
						



 





















 


	
   

  	
  Name of Lender: Galaxy III CLO, Ltd

  By: AIG Global Investment Corp.,

  Its Investment Adviser

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John G. Lapham, III

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John G. Lapham, III

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					



 





















 


 


	
   

  	
  Name of Lender: Galaxy CLO 2003-I, Ltd

  By: AIG Global Investment Corp.,

  Its Investment Adviser

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John G. Lapham, III

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John G. Lapham, III

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					



 





















 


	
   

  	
  Gallatin Funding I Ltd.

  By: Bear Stearns Asset Management Inc.

  as its Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan Berg

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jonathan Berg

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 





















 


	
   

  	
  STATE STREET BANK AND TRUST

  COMPANY AS TRUSTEE FOR

  

  GENERAL MOTORS WELFARE BENEFIT

  TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Blad

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Andrew Blad

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 





















 


	
   

  	
  STATE STREET BANK AND TRUST

  COMPANY AS TRUSTEE FOR

  

  GMAM GROUP PENSION TRUST I

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Blad

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Andrew Blad

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 





















 


	
   

  	
  GLENEAGLES TRADING LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Meredith J. Koslick

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
					



 





















 


	
   

  	
  Grayston CLO 2001-01 Ltd.

  
	
   

  	
  By: Bear Stearns Asset Management Inc. 

  
	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan Berg

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jonathan Berg

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 





















 


	
   

  	
  Grayston CLO II 2004-1 Ltd.

  
	
   

  	
  By: Bear Stearns Asset Management Inc. 

  
	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan Berg

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jonathan Berg

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 





















 


	
   

  	
  Name of Lender: GREEN LANE CLO LTD.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kaitlin Trinh

  	
   

  
	
   

  	
   

  	
  Name:

  	
  KAITLIN TRINH

  
	
   

  	
   

  	
  Title:

  	
  VICE PRESIDENT

  
					



 





















 


	
   

  	
  Name of Lender:

  	
  GULF
  STREAM-COMPASS CLO 2002-1 LTD

  By:
  Gulf Stream Asset Management LLC
As Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/
  Barry Love

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Barry
  Love

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Credit Officer

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  GULF
  STREAM-COMPASS CLO 2004-1 LTD

  By: Gulf Stream Asset Management LLC
As Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/
  Barry Love

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Barry
  Love

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Credit Officer

  
						



 





















 


	
   

  	
  Name of Lender:

  	
  Hamilton CDO, Ltd.

  By: Stanfield Capital

  Partners LLC
As its Collateral Manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/
  Christopher E. Jansen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christopher
  E. Jansen

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Partner

  	
   

  
								



 





















 


	
   

  	
  Name of Lender:

  	
  Hamilton
  Floating Rate, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/
  Dean Stephan 

  	
   

  
	
   

  	
   

  	
  Name:

  	
  DEAN STEPHAN

  	
   

  
	
   

  	
   

  	
  Title:

  	
  MANAGING DIRECTOR

  	
   

  
							



 





















 


	
   

  	
  Name of Lender:

  	
  Hanover
  Square CLO Ltd.

  By: Blackstone Debt Advisors L.P.
As Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/
  Dean Criares

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dean
  Criares

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
						



 





















 


	
   

  	
  HARBOUR TOWN FUNDING LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Meredith J. Koslick

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
					



 





















 


	
   

  	
  Name of
  Lender: HIGHLAND LEGACY
  LIMITED

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
  /s/
  Todd Travers

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Todd Travers

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Portfolio Manager

  	
   

  
	
   

  	
   

  	
   

  	
  Highland Capital Management, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name of
  Lender: HIGHLAND FLOATING RATE

  LIMITED LIABILITY COMPANY

  By:   Highland
  Capital Management, L.P.
its
  investment advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
  /s/
  Todd Travers

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Todd Travers

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Portfolio Manager

  	
   

  
	
   

  	
   

  	
   

  	
  Highland Capital Management, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name of
  Lender: HIGHLAND FLOATING RATE

  ADVANTAGE FUND

  LIMITED LIABILITY COMPANY

  By:   Highland
  Capital Management, L.P.
its
  investment advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
  /s/
  Todd Travers

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Todd Travers

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Portfolio Manager

  	
   

  
	
   

  	
   

  	
   

  	
  Highland Capital Management, L.P.

  	
   

  
							



 





















 


	
   

  	
  Name of
  Lender: LOAN FUNDING VII LTD

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
  /s/
  Todd Travers

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Todd Travers

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Portfolio Manager

  	
   

  
	
   

  	
   

  	
   

  	
  Highland Capital Management, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name of
  Lender: HIGHLAND LOAN

  FUNDING V LTD.

  By:   Highland Capital Management, L.P.

  as
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
  /s/
  Todd Travers

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Todd Travers

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Portfolio Manager

  	
   

  
	
   

  	
   

  	
   

  	
  Highland Capital Management, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name of
  Lender: RESTORATION FUNDING

  CLO, LTD

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
  /s/
  Todd Travers

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Todd Travers

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Portfolio Manager

  	
   

  
	
   

  	
   

  	
   

  	
  Highland Capital Management, L.P.

  	
   

  
							



 





















 


	
   

  	
  HUDSON
  STRAITS CLO 2004, LTD.

  By Royal Bank of Canada as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Melissa Marano

  	
   

  
	
   

  	
  Name:

  	
  Melissa
  Marano

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  



 





















 


	
   

  	
  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

  
						



 





















 


	
   

  	
  INDOSUEZ
  CAPITAL FUNDING VI, LIMITED

  BY Lyon Capital Management as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alex Kenna

  	
   

  
	
   

  	
  Name:

  	
  Alex
  Kenna

  
	
   

  	
  Title:

  	
  Portfolio
  Manager

  



 





















 


	
   

  	
  Name
  of Lender:

  
	
   

  
	
   

  	
  ING PRIME
  RATE TRUST

  By: ING Investment Management, Co.

  
	
   

  	
   

  	
  as its
  investment manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ Mohamed
  Basma

  	
   

  
	
   

  	
  Name:

  	
  Mohamed Basma

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ING
  SENIOR INCOME FUND

  By: ING Investment Management, Co.

  
	
   

  	
   

  	
  as its
  investment manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
  /s/
  Mohamed Basma

  	
   

  
	
   

  	
  Name:

  	
  Mohamed Basma

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  SEQUILS-PILGRIM
  I, LTD

  
	
   

  	
   

  	
  By: ING
  Investments, LLC

  
	
   

  	
   

  	
   

  	
  as its
  investment manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Mohamed Basma

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mohamed Basma

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
																



 





















 


	
   

  	
  ING-ORYX
  CLO, LTD

  
	
   

  	
   

  
	
   

  	
  BY:  ING
  Capital Advisors LLC,

  
	
   

  	
   

  	
  as
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/
  Steven Gorski

  	
   

  
	
   

  	
  Name:

  	
  STEVEN GORSKI

  	
   

  
	
   

  	
  Title:

  	
  DIRECTOR

  	
   

  
							



 





















 


	
   

  	
  INVESCO
  EUROPEAN CDO I S.A.

  
	
   

  	
  By:  INVESCO
  Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As
  Collateral Manager

  
	
   

  	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/
  Gregory Stoeckle

  	
   

  
	
   

  	
  Name:

  	
  Gregory Stoeckle

  	
   

  
	
   

  	
  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Jonathan R. Insull

  	
   

  
	
   

  	
  By:

  	
  Name:

  	
  /s/ Jonathan R. Insull

  
	
   

  	
   

  	
  Title:

  	
  JONATHAN R. INSULL

  
	
   

  	
   

  	
   

  	
  MANAGING DIRECTOR

  
											



 





















 


 


	
   

  	
  Jissekikun Funding, Ltd.

  
	
   

  	
  By:

  	
  Pacific Investment Management Company, LLC,

  
	
   

  	
   

  	
  as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
   

  	
  Mohna V. Phansalkar

  
	
   

  	
   

  	
   

  	
  Managing Director

  



 


















 


	
   

  	
  JUPITER LOAN FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Meredith J. Koslick

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
					



 





















 


	
   

  	
  Name of Lender:  KATONAH I, LTD.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ 
  Ralph Della Rocca

  	
   

  
	
   

  	
   

  	
  Name:

  	
  RALPH DELLA ROCCA

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized Officer

  Katonah Capital, LLC,

  As Manager

  	
   

  
						



 





















 


	
   

  	
  Name of Lender:  KATONAH II, LTD.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ 
  Ralph Della Rocca

  	
   

  
	
   

  	
   

  	
  Name:

  	
  RALPH DELLA ROCCA

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized Officer

  Katonah Capital, LLC,

  As Manager

  	
   

  
						



 





















 


	
   

  	
  Name of Lender:  KATONAH III, LTD.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ 
  Ralph Della Rocca

  	
   

  
	
   

  	
   

  	
  Name:

  	
  RALPH DELLA ROCCA

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized Officer

  Katonah Capital, LLC,

  As Manager

  	
   

  
						



 





















 


	
   

  	
  Name of Lender:  KATONAH IV, LTD.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ 
  Ralph Della Rocca

  	
   

  
	
   

  	
   

  	
  Name:

  	
  RALPH DELLA ROCCA

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized Officer

  Katonah Capital, LLC,

  As Manager

  	
   

  
						



 





















 


	
   

  	
  Name of Lender:  KATONAH V, LTD.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ 
  Ralph Della Rocca

  	
   

  
	
   

  	
   

  	
  Name:

  	
  RALPH DELLA ROCCA

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized Officer

  Katonah Capital, LLC,

  As Manager

  	
   

  
						



 





















 


	
   

  	
  Name of Lender:  KATONAH VI, LTD.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ 
  Ralph Della Rocca

  	
   

  
	
   

  	
   

  	
  Name:

  	
  RALPH DELLA ROCCA

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized Officer

  Katonah Capital, LLC,

  As Manager

  	
   

  
						



 





















 


	
   

  	
  KZH CRESCENT-3 LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/  Joyce
  Fraser-Bryant

  	
   

  
	
   

  	
   

  	
  Name:

  	
  JOYCE FRASER-BRYANT

  	
   

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED AGENT

  	
   

  



 





















 


	
   

  	
  KZH CYPRESSTREE-1 LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/  Joyce
  Fraser-Bryant

  	
   

  
	
   

  	
   

  	
  Name:

  	
  JOYCE FRASER-BRYANT

  	
   

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED AGENT

  	
   

  



 





















 


	
   

  	
  KZH PONDVIEW LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/  Joyce
  Fraser-Bryant

  	
   

  
	
   

  	
   

  	
  Name:

  	
  JOYCE FRASER-BRYANT

  	
   

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED AGENT

  	
   

  



 





















 


	
   

  	
  KZH SOLEIL LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/  Joyce
  Fraser-Bryant

  	
   

  
	
   

  	
   

  	
  Name:

  	
  JOYCE FRASER-BRYANT

  	
   

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED AGENT

  	
   

  



 





















 


	
   

  	
  KZH SOLEIL-2 LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/  Joyce
  Fraser-Bryant

  	
   

  
	
   

  	
   

  	
  Name:

  	
  JOYCE FRASER-BRYANT

  	
   

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED AGENT

  	
   

  



 





















 


	
   

  	
  KZH STERLING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/  Joyce
  Fraser-Bryant

  	
   

  
	
   

  	
   

  	
  Name:

  	
  JOYCE FRASER-BRYANT

  	
   

  
	
   

  	
   

  	
  Title:

  	
  AUTHORIZED AGENT

  	
   

  



 





















 


	
   

  	
  LAGUNA FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/ 
  Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  



 





















 


	
   

  	
  Name of Lender: 
  Landmark IV CDO Limited

  
	
   

  	
  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/  Tasha
  Spann

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Tasha Spann

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  



 





















 


	
   

  	
  Name of Investor: 
  Light Point CLO 2004-1, Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/  Timothy
  S. Van Kirk

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Timothy S. Van Kirk

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  	
   

  



 





















 


	
   

  	
  Lender:  Lincoln
  National Life Insurance Co.

  
	
   

  	
   

  
	
   

  	
  $1,990,000 PAR of Warner Music Group

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/  Thomas
  Chow

  	
   

  
	
   

  	
   

  	
  Thomas Chow, 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 III LLC

  
	
   

  	
  By:

  	
  Pacific Investment Management Company LLC,

  
	
   

  	
   

  	
  as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    By:

  	
  /s/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
   

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
   

  	
  Managing Director

  



 





















 


	
   

  	
  Name of Lender: 
  Loan Funding V, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  Prudential Investment Management, Inc.,

  as Portfolio Manager

  	
   

  
	
   

  	
   

  	
  Name:

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 





















 


	
   

  	
   

  	
  Loan Funding VI LLC

  
	
   

  	
   

  	
  By: Blackstone Debt Advisors L.P.

  
	
   

  	
  Name of Lender:

  	
  As Attorney-in-Fact

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/  Dean
  Criares

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dean Criares

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  	
   

  
							



 





















 


	
   

  	
  LOAN FUNDING IX LLC

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/  Gregory
  Stoeckle

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory
  Stoeckle

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  	
   

  
							



 





















 


	
   

  	
  Name of Lender: 
  Loan Funding Corp. THC, Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/  Janet
  Haack

  	
   

  
	
   

  	
   

  	
  Name:

  	
  JANET
  HAACK

  	
   

  
	
   

  	
   

  	
  Title:

  	
  As
  Attorney-in-fact

  	
   

  
	
   

  
	
   

  
	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  
	
  Acknowledged by:

  
	
   

  
	
  Guarantors:

  
	
  [ADD GUARANTORS]

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 





















 


	
   

  	
  LONG GROVE CLO, LIMITED

  
	
   

  	
  By: Deerfield Capital Management LLC as its

    Collateral Manager

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/  Scott Morrison

  	
   

  
	
   

  	
  Name:

  	
  Scott Morrison

  
	
   

  	
  Title:

  	
  Vice President

  
					



 





















 


	
   

  	
  Name of Lender:

  
	
   

  
	
   

  
	
   

  	
  Longhorn CDO II, LTD.

  
	
   

  	
  By:

  	
  Merrill Lynch Investment Managers, L.P.

  
	
   

  	
   

  	
  as Investment Advisor

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/  Greg
  Spencer

  	
   

  
	
   

  	
   

  	
  Greg Spencer

  
	
   

  	
   

  	
  Authorized Signatory

  
					



 





















 


	
   

  	
  LONG LANE MASTER TRUST IV

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/  Diana
  M. Himes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diana M. Himes

  
	
   

  	
   

  	
  Title:

  	
  Authorized Agent

  
					



 





















 


 


	
   

  	
  THE LOOMIS SAYLES SENIOR LOAN FUND, LLC

  
	
   

  	
  By

  	
  Loomis Sayles and Company, L.P.

  
	
   

  	
   

  	
   

  	
  its manager

  
	
   

  	
  By

  	
  Loomis Sayles and Company, Inc.

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
   

  
	
   

  	
   

  	
  /s/  Kevin
  J. Perry

  	
   

  
	
   

  	
  By:

  	
  Kevin J. Perry

  
	
   

  	
  Title:

  	
  Vice President

  
						



 





















 


	
   

  	
  Name of Lender: Mainstay Floating Rate Fund, a
  series

  of Eclipse Funds, Inc.

  
	
   

  	
  By: New York Life Investment Management, LLC

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ Mark A Campellone

  	
   

  
	
   

  	
   

  	
  Name: Mark A. Campellone

  
	
   

  	
   

  	
  Title:   Director

  
					



 





















 


	
   

  	
  Name of Lender:

  
	
   

  
	
   

  	
  Madison Avenue CDO III, Limited

  
	
   

  
	
   

  
	
   

  	
    By:

  	
  /s/ David W. Farrell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David W. Farrell

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 


















 


	
   

  	
  Mariner CDO 2002, Ltd

  
	
   

  	
  By:

  	
  Antares Asset Management Inc.,

  
	
   

  	
   

  	
  As Collateral Manager

  
	
   

  
	
   

  
	
   

  	
    By:

  	
  /s/ 
  [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Navigator CDO 2003, Ltd.

  
	
   

  	
  By:

  	
  Antares Asset Management Inc.,

  
	
   

  	
   

  	
  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    By:

  	
  /s/  [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 





















 


	
   

  	
  Name of Lender: Merrill Lynch Capital Corp.

  
	
   

  
	
   

  
	
   

  	
    By:

  	
  /s/ Chantal Simon

  	
   

  
	
   

  	
   

  	
  Name: Chantal Simon

  
	
   

  	
   

  	
  Title: Authorized Signatory

  



 





















 


	
   

  	
  Name of Lender:

  
	
   

  
	
   

  	
   MetLife Bank National Association

  
	
   

  
	
   

  
	
   

  	
   By:

  	
  /s/  James
  R. Dinsler

  	
   

  
	
   

  	
   

  	
  Name: James R. Dinsler

  
	
   

  	
   

  	
  Title:   Director

  



 


Signature Page to Amendment No. 1


 





















 


	
   

  	
  Name of Lender:

  
	
   

  
	
   

  	
  Metropolitan Life Insurance Company

  
	
   

  
	
   

  
	
   

  	
   By:

  	
  /s/  James
  R. Dinsler

  	
   

  
	
   

  	
   

  	
  Name: James R. Dinsler

  
	
   

  	
   

  	
  Title: Director

  



 





















 


	
   

  	
   

  	
  Monument
  Park CDO Ltd.

  
	
   

  	
   

  	
  By:
  Blackstone Debt Advisors L.P.

  
	
   

  	
  Name
  of Lender:

  	
  As
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dean Criares

  	
   

  
	
   

  	
   

  	
  Name:
  Dean Criares

  
	
   

  	
   

  	
  Title:
    Managing Director

  
					



 


Signature Page to Amendment No. 2


 





















 


	
   

  	
  Name
  of Lender: Morgan Stanley Prime [illegible] Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kevin Egan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kevin Egan

  	
   

  
	
   

  	
   

  	
  Title:

  	
  VP

  	
   

  



 





















 


	
   

  	
  Name
  of Lender: Mountain Capital CLO I Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Chris Siddons

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Chris Siddons

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  



 





















 


	
   

  	
  Name
  of Lender: Mountain Capital CLO II Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Chris Siddons

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Chris Siddons

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  



 





















 


	
   

  	
  Name
  of Lender: Mountain Capital CLO III Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Chris Siddons

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Chris Siddons

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  



 





















 


	
   

  	
  MUIRFIELD
  TRADING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  



 





















 


	
   

  	
  Name
  of Lender: NATEXIS BANQUES POPULAIRES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Evan S. Kraus

  	
   

  
	
   

  	
   

  	
  Name:

  	
  EVAN S. KRAUS

  	
   

  
	
   

  	
   

  	
  Title:

  	
  VICE PRESIDENT

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael T. Pellerito

  	
   

  
	
   

  	
   

  	
  Name:

  	
  MICHAEL T. PELLERITO

  	
   

  
	
   

  	
   

  	
  Title:

  	
  VICE PRESIDENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Acknowledged
  by:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
   

  	
   

  	
   

  
	
  [ADD
  GUARANTORS]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 





















 


	
   

  	
  Name
  of Lender: Nationwide Life Insurance Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
  /s/
  Thomas S. Leggett

  	
   

  
	
   

  	
   

  	
  Name:

  	
  THOMAS S. LEGGETT

  	
   

  
	
   

  	
   

  	
  Title:

  	
  ASSOCIATE VICE PRESIDENT

  PUBLIC BONDS

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Acknowledged
  by:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
   

  	
   

  	
   

  
	
  [ADD
  GUARANTORS]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 





















 


 


	
   

  	
  Name of Lender:

  	
  Nationwide Mutual Fire

  Insurance Company

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Thomas S. Leggett

  	
   

  
	
   

  	
   

  	
  Name:

  	
  THOMAS S. LEGGETT

  	
   

  
	
   

  	
   

  	
  Title:

  	
  ASSOCIATE VICE PRESIDENT

  PUBLIC BONDS

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Acknowledged by:

  	
   

  
	
   

  	
   

  
	
  Guarantors:

  	
   

  
	
  [ADD GUARANTORS]

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
							



 





















 


	
   

  	
  Name of Lender:

  	
  Nationwide Mutual Insurance Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Thomas S. Leggett

  	
   

  
	
   

  	
   

  	
  Name:

  	
  THOMAS S. LEGGETT

  	
   

  
	
   

  	
   

  	
  Title:

  	
  ASSOCIATE VICE PRESIDENT

  PUBLIC BONDS

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Acknowledged by:

  	
   

  
	
   

  	
   

  
	
  Guarantors:

  	
   

  
	
  [ADD GUARANTORS]

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
							



 





















 


	
   

  	
  Nemean CLO, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ING Capital Advisors LLC,

  
	
   

  	
   

  	
  as Investment Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Gorski

  	
   

  
	
   

  	
   

  	
  Name: Steven Gorski

  
	
   

  	
   

  	
  Title: Director

  
					



 





















 


	
   

  	
  Name of Lender: New Alliance Global CDO Ltd

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Bayer

  	
   

  
	
   

  	
   

  	
  Name: Robert Bayer

  
	
   

  	
   

  	
  Title: Vice President

  



 





















 


	
   

  	
  Name of Lender: New York Life Insurance
  Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark A. Campellone

  	
   

  
	
   

  	
   

  	
  Name: Mark A. Campellone

  
	
   

  	
   

  	
  Title: Director

  



 





















 


	
  Name of Lender: New York
  Life Insurance and Annuity Corporation

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ Mark A. Campellone

  	
   

  
	
   

  	
   

  	
  Name: Mark A. Campellone

  
	
   

  	
   

  	
  Title: Director

  



 





















 


	
   

  	
  Name of Lender: Nomura Bond & Loan Fund

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  UFJ Trust Bank Limited

  as Trustee

  	
   

  
	
  By:

  	
  Nomura Corporate Research and

  	
  By:

  	
  /s/ Elizabeth MacLean

  	
   

  
	
   

  	
  Asset Management Inc.

  	
   

  	
  Name:

  	
  Elizabeth MacLean

  	
   

  
	
   

  	
  Attorney in Fact

  	
   

  	
  Title:

  	
  Director

  	
   

  



 





















 


	
   

  	
  Name of Lender: NYLIM Flatiron CLO 2003-1 Ltd

  
	
   

  	
  By: New York Life Investment Management, LLC as

  
	
   

  	
  Collateral Manager and Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark A. Campellone

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark A. Campellone

  
	
   

  	
   

  	
  Title:

  	
  Director

  
						



 





















 


	
   

  	
  Name of Lender: NYLIM Flatiron CLO 2004-1 Ltd.

  
	
   

  	
  By: New York Life Investment Management LLC, as

  
	
   

  	
  Collateral Manager and Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark A. Campellone

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark A. Campellone

  
	
   

  	
   

  	
  Title:

  	
  Director

  
						



 





















 


	
   

  	
  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 Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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 Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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 Signatory

  	
   

  
									



 





















 


	
   

  	
  Name of Lender:

  
	
   

  	
  Octagon Investment Partners II, LLC

  
	
   

  	
  By:

  	
  Octagon Credit Investors, LLC

  
	
   

  	
   

  	
  as sub-investment manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew D. Gordon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Andrew D. Gordon

  
	
   

  	
   

  	
  Title:

  	
  Portfolio Manager

  
						



 





















 


	
   

  	
  Name of Lender:

  
	
   

  	
  Octagon Investment Partners III, Ltd.

  
	
   

  	
  By:

  	
  Octagon Credit Investors, LLC

  
	
   

  	
   

  	
  as Portfolio Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew D. Gordon

  	
   

  
	
   

  	
   

  	
  Name: Andrew D. Gordon

  
	
   

  	
   

  	
  Title: Portfolio Manager

  
					



 








 


	
   

  	
  Name of Lender:

  
	
   

  	
  Octagon Investment Partners IV, Ltd.

  
	
   

  	
  By:

  	
  Octagon Credit Investors, LLC

  
	
   

  	
   

  	
  as collateral manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew D. Gordon

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Andrew D. Gordon

  
	
   

  	
   

  	
  Title: 

  	
  Portfolio Manager

  
							



 





















 


	
   

  	
  Name of Lender:

  
	
   

  	
  Octagon Investment Partners V, Ltd.

  
	
   

  	
  By:

  	
  Octagon Credit Investors, LLC

  
	
   

  	
   

  	
  as Portfolio Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew D. Gordon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Andrew D. Gordon

  
	
   

  	
   

  	
  Title:

  	
  Portfolio Manager

  
							



 





















 


	
   

  	
  Name of Lender:

  
	
   

  	
  Octagon Investment Partners VI, Ltd.

  
	
   

  	
  By:

  	
  Octagon Credit Investors, LLC

  
	
   

  	
   

  	
  as collateral manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew D. Gordon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Andrew D. Gordon

  
	
   

  	
   

  	
  Title:

  	
  Portfolio Manager

  
							



 





















 


	
   

  	
  Name of Lender:

  
	
   

  	
  Octagon Investment Partners VII, Ltd.

  
	
   

  	
  By:

  	
  Octagon Credit Investors, LLC

  
	
   

  	
   

  	
  as collateral manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew D. Gordon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Andrew D. Gordon

  
	
   

  	
   

  	
  Title:

  	
  Portfolio Manager

  
							



 





















 


	
   

  	
  Name of Lender:Olympic CLO I Ltd

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John M. Casparian

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John M. Casparian

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Operating Officer,

  Centre Pacific LLP (Manager)

  	
   

  



 





















 


	
   

  	
  Name of Lender: Pacifica DCO III, Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Phillip Otero

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Phillip Otero

  
	
   

  	
   

  	
  Title:

  	
  SVP

  
					



 





















 


	
   

  	
  PETRUSSE EUROPEAN CLO S.A.

  
	
   

  	
  By: INVESCO Senior Secured Management, Inc.

  
	
   

  	
  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  
						



 


















 


	
   

  	
  PIMCO Floating Rate Income Fund

  
	
   

  	
  By: 

  	
  Pacific Investment Management Company LLC,

  
	
   

  	
   

  	
  as its Investment Advisor, acting through Investors

  
	
   

  	
   

  	
  Fiduciary Trust Company in the Nominee Name of IFTCO

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
   

  	
  Mohan V. Phansalker

  
	
   

  	
   

  	
   

  	
  Managing Director

  
							



 





















 


	
   

  	
  PIMCO Floating Rate Strategy Fund

  
	
   

  	
  By:

  	
  Pacific Investment Management Company LLC,

  
	
   

  	
   

  	
  as its Investment Advisor, acting through Investors

  
	
   

  	
   

  	
  Fiduciary Trust Company in the Nominee Name of IFTCO

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
   

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
   

  	
  Managing Director

  
							



 





















 


	
   

  	
  PINEHURST TRADING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Meredith J. Koslick

  
	
   

  	
   

  	
  Title:

  	
   Assistant Vice President

  
					



 





















 


	
   

  	
  PPM MONARCH BAY FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Meredith J. Koslick

  
	
   

  	
   

  	
  Title:

  	
   Assistant Vice President

  
					



 





















 


	
   

  	
  PPM SHADOW CREEK FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Meredith J. Koslick

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
					



 





















 


	
   

  	
  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/ Timothy Barns

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Timothy Barns

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
					



 





















 


	
   

  	
  PUTNAM FLOATING RATE INCOME FUND

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Beth Mazor

  	
   

  
	
   

  	
  By: Beth Mazor

  
	
   

  	
  Title: V.P.

  



 





















 


	
   

  	
  PUTNAM HIGH YIELD ADVANTAGE FUND

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Beth Mazor

  	
   

  
	
   

  	
  By: Beth Mazor

  
	
   

  	
  Title: V.P.

  



 





















 


	
   

  	
  PUTNAM DIVERSIFIED INCOME TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Beth Mazor

  	
   

  
	
   

  	
  By: Beth Mazor

  
	
   

  	
  Title: V.P.

  



 





















 


	
   

  	
  PUTNAM HIGH YIELD TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Beth Mazor

  	
   

  
	
   

  	
  By: Beth Mazor

  
	
   

  	
  Title: V.P.

  



 





















 


	
   

  	
  PUTNAM MASTER INCOME TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Beth Mazor

  	
   

  
	
   

  	
  By: Beth Mazor

  
	
   

  	
  Title: V.P.

  



 





















 


	
   

  	
  PUTNAM MASTER INTERMEDIATE INCOME TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Beth Mazor

  	
   

  
	
   

  	
  By: Beth Mazor

  
	
   

  	
  Title: V.P.

  



 





















 


	
   

  	
  PUTNAM PREMIER INCOME TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Beth Mazor

  	
   

  
	
   

  	
  By: Beth Mazor

  
	
   

  	
  Title: V.P.

  



 





















 


	
   

  	
  PUTNAM VARIABLE TRUST – PVT

  
	
   

  	
  DIVERSIFIED INCOME FUND

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Beth Mazor

  	
   

  
	
   

  	
  By: Beth Mazor

  
	
   

  	
  Title: V.P.

  



 





















 


	
   

  	
  PUTNAM VARIABLE TRUST – PVT

  
	
   

  	
  HIGH YIELD FUND

  
	
   

  	
   

  
	
   

  	
  /s/ Beth Mazor

  	
   

  
	
   

  	
  By: Beth Mazor

  
	
   

  	
  Title: V.P.

  



 





















 


	
   

  	
  Name of Lender:

  
	
   

  	
  Sankaty Advisors, LLC as Collateral Manager

  
	
   

  	
  for Race Point CLO, Limited, as Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy Barns

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Timothy Barns

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
					



 





















 


	
   

  	
  Name of Lender:

  
	
   

  	
  Sankaty Advisors, LLC as Collateral Manager

  
	
   

  	
  for Race Point II CLO, Limited, as Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy Barns

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Timothy Barns

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
					



 





















 


	
   

  	
  RIVIERA FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Meredith J. Koslick

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
					



 





















 


	
   

  	
  ROSEMONT CLO, LTD.

  
	
   

  	
  By: Deerfield Capital Management LLC as its

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Scott Morrison

  	
   

  
	
   

  	
  Name: Scott Morrison

  
	
   

  	
  Title: Vice President

  



 





















 


	
   

  	
  SAGAMORE CLO LTD.

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory
  Stoeckle

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  	
   

  
							



 





















 


	
   

  	
  Name of Lender:

  
	
   

  	
  Sankaty High Yield Partners II, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Timothy Barns

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Timothy Barns

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
						



 





















 


	
   

  	
  Name of Lender:

  
	
   

  	
  Sankaty High Yield Partners III, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Timothy Barns

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Timothy Barns

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
						



 





















 


	
   

  	
  SARATOGA CLO I, LIMITED

  
	
   

  	
  By:

  	
  INVESCO Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As Asset Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  
									



 





















 


	
   

  	
  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/ Steven Columbaro

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  STEVEN COLUMBARO

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
							



 





















 


	
   

  	
  SEMINOLE FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Meredith J. Koslick

  
	
   

  	
   

  	
  Title:

  	
   Assistant Vice President

  
					



 





















 


	
   

  	
  Name of Lender: Seneca CBO III, Limited

  
	
   

  	
   

  	
  by Seneca Capital Management as

  
	
   

  	
   

  	
  Portfolio Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Warren Goodrich

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Warren Goodrich

  
	
   

  	
   

  	
  Title:

  	
  Analyst

  
						



 





















 


	
   

  	
  Name of Lender: Seneca CBO IV, Limited

  
	
   

  	
   

  	
  by Seneca Capital Management as

  
	
   

  	
   

  	
  Portfolio Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Warren Goodrich

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Warren Goodrich

  
	
   

  	
   

  	
  Title:

  	
  Analyst

  
					



 





















 


	
   

  	
  Name of Lender: Sequils-Centurion V, Ltd.

  
	
   

  	
  By:

  	
  American Express Asset Management

  
	
   

  	
  Group, Inc. as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vincent P. Pham

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Vincent P. Pham

  
	
   

  	
   

  	
  Title:

  	
  Director-Operations

  
					



 


















	
   

  	
  SEQUILS-Glace Bay, Ltd.

  
	
   

  	
  By Royal Bank of Canada as Collateral
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Melissa Marano

  	
   

  
	
   

  	
  Name: Melissa Marano

  
	
   

  	
  Title: Authorized Signatory

  



 





















 


	
   

  	
  SEQUILS-ING I (HBDGM), LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ING Capital Advisors LLC,

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven Gorski

  	
   

  
	
   

  	
  Name:

  	
  STEVEN
  GORSKI

  	
   

  
	
   

  	
  Title:

  	
  DIRECTOR

  	
   

  
						



 





















 


	
   

  	
  SEQUILS-LIBERTY, LTD.

  
	
   

  	
  By: INVESCO Senior Secured Management, Inc.

  
	
   

  	
   

  	
  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Stoeckle

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory
  Stoeckle

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  	
   

  
							



 





















 


	
   

  	
  Name of Lender: SIERRA CLO I LTD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John M. Casparian

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John
  M. Casparian

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Operating Officer,

  Centre Pacific LLP (Manager)

  	
   

  
						



 





















 


	
   

  	
  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/ David P. Wells

  	
   

  
	
   

  	
  Name:

  	
  David
  P. Wells, CFA

  	
   

  
	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BILL & MELINDA GATES FOUNDATION

  
	
   

  	
  By: Babson Capital Management LLC as

  
	
   

  	
  Investment Adviser

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David P. Wells

  	
   

  
	
   

  	
  Name:

  	
  David
  P. Wells CFA

  	
   

  
	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  
						



 





















 


	
   

  	
  Name of Lender: SOCIETE GENERALE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elaine Khalil

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Elaine Khalil

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 





















 


	
   

  	
  Name of
  Lender: SOL Loan Funding LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig
  Jacobs

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Craig Jacobs

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  	
   

  
						



 





















 


	
   

  	
  Southport CLO, Limited

  
	
   

  	
  By:

  	
  Pacific Investment Management Company LLC,

  
	
   

  	
   

  	
  as its Investment Advisor

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
   

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
   

  	
  Managing Director

  
						



 





















 


	
   

  	
  Name of Lender:  Stanfield
  Arbitrage CDO, Ltd.

  
	
   

  	
  By:

  	
  Stanfield Capital Partners LLC

  
	
   

  	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher E. Jansen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christopher
  E. Jansen

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Partner

  	
   

  
							



 





















 


	
   

  	
  Name of Lender: Stanfield Carrera CLO, Ltd.

  
	
   

  	
  By: 
  Stanfield Capital Partners LLC

  
	
   

  	
  as its Asset Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher E. Jansen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christopher
  E. Jansen

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Partner

  	
   

  
						



 





















 


	
   

  	
  Name of Lender:  Stanfield
  Quattro CLO, Ltd.

  
	
   

  	
  By:

  	
  Stanfield Capital Partners LLC

  
	
   

  	
   

  	
  As its Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher E. Jansen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christopher E. Jansen

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Partner

  	
   

  
							



 





















 


	
   

  	
  Name of Lender: Stanfield/RMF Transatlantic CDO Ltd.

  
	
   

  	
  By: Stanfield Capital Partners LLC

  
	
   

  	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher E. Jansen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christopher E. Jansen

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Partner

  	
   

  
							



 





















 


	
   

  	
  STANWICH LOAN FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Meredith J. Koslick

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Meredith J. Koslick

  
	
   

  	
   

  	
  Title: 

  	
   Assistant Vice President

  
					



 





















 


	
  

  	
  STRONG
  CAPITAL MANAGEMENT

  
	
   

  	
  One Hundred
  Heritage Reserve / Menomonee Falls, Wisconsin 53051

  



 


 


December 2,
2004


 


 


Via Facsimile Only


Ms.
Lilianna Clar


Bank
of America


Fax
#: 415-503-5003


 


Re:     Loan Amendments for WMG (Warner Music
Group), et al. (“Amendments”)


 


Dear
Ms. Clar:


 


Enclosed
are copies of original executed signature pages for the Amendments (“Consent”)
from various entities advised by Strong Capital Management, Inc. (“Strong”) for
delivery to you. If the requisite number of lenders does not consent to the
Amendments, you should disregard and destroy Strong’s Consent. Please contact
me at 414-359-3776 or email me at gsouthwe@strong.com if you have any questions
regarding this matter.


 


	
  Very truly yours,

  
	
   

  
	
   

  
	
  /s/ Gilbert L. Southwell III

  	
   

  
	
  Gilbert L. Southwell III

  
	
  Secretary

  



 


Encs.


 


cc
Sonja Reed


 





















 


	
   

  	
  Name of Lender:

  	
  STRONG SHORT-TERM HIGH

  
	
   

  	
   

  	
  YIELD BOND FUND by STRONG

  
	
   

  	
   

  	
  CAPITAL MANAGEMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gilbert L. Southwell III

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gilbert L. Southwell III

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Assistant Secretary

  	
   

  
						



 





















 


	
   

  	
  Name of Lender: The Sumitomo Trust &

  
	
   

  	
  Banking Co., Ltd., New York Branch

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elizabeth A. Quirk

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Elizabeth A. Quirk

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 





















 


	
   

  	
  Name of Lender: SunAmerica Life Insurance

  
	
   

  	
  Company

  
	
   

  	
  By: AIG Global Investment Corp.,

  
	
   

  	
  Its Investment Adviser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John G. Lapham, III

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John G. Lapham, III

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					



 





















 


	
   

  	
  Name of Lender:

  	
  SunAmerica Senior Floating Rate

  
	
   

  	
   

  	
  Fund Inc.

  
	
   

  	
  By: Stanfield Capital Partners LLC

  
	
   

  	
  As subadviser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher E. Jansen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christopher E. Jansen

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Partner

  	
   

  
							



 





















 


	
   

  	
  Sun Life Assurance Company of Canada (US)

  
	
   

  	
  By: Fairlead Capital Management, Inc. as Sub-Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Melissa Marano

  	
   

  
	
   

  	
  Name: Melissa Marano

  
	
   

  	
  Title: Vice President and Senior Portfolio Manager

  



 





















 


	
   

  	
  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

  	
   

  
						



 





















 


	
   

  	
  Name of Lender:

  
	
   

  	
  Toronto Dominion (New York), Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Masoed Fikree

  	
   

  
	
   

  	
  Name:

  	
  Masoed Fikree

  
	
   

  	
  Title:

  	
  Authorized Agent

  
					



 





















 


	
   

  	
  Name of Lender: THE TRAVELERS

  
	
   

  	
   

  	
  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ William M. Gardner

  	
   

  
	
   

  	
   

  	
  Name:

  	
  WILLIAM M. GARDNER

  
	
   

  	
   

  	
  Title:

  	
  Investment Officer

  
						



 





















 


	
   

  	
  Name of Lender: TRS CALLISTO LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alice L. Wagner

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Alice L. Wagner

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 





















 


	
   

  	
  Name of Lender: Trumbull THC, Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Theresa Lynch

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  THERESA LYNCH

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  VICE PRESIDENT

  	
   

  
						



 





















 


	
   

  	
  Name of Lender: Tuscany CDO, Limited

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David C. Wagner

  	
   

  
	
   

  	
  PPM America, Inc., as Collateral-Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David C. Wagner

  	
   

  
	
   

  	
   

  	
  Name: David C. Wagner

  
	
   

  	
   

  	
  Title:   Managing Director

  
					



 





















 


	
   

  	
  Name of Lender: Union Square CDO Ltd.

  
	
   

  	
  By: Blackstone Debt Advisors L.P.

  
	
   

  	
  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dean Criares

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dean Criares

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					



 





















 


	
   

  	
  VAN KAMPEN

  
	
   

  	
  SENIOR INCOME TRUST

  
	
   

  	
  By: Van Kampen Investment Advisory Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christina Jamieson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christina Jamieson

  
	
   

  	
   

  	
  Title:

  	
  Executive Director

  
					



 





















 


	
   

  	
  VAN KAMPEN

  
	
   

  	
  SENIOR LOAN FUND

  
	
   

  	
  By: Van Kampen Investment Advisory Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christina Jamieson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christina Jamieson

  
	
   

  	
   

  	
  Title:

  	
  Executive Director

  
					



 





















 


	
   

  	
  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 CDO 2002, Limited

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  Its investment advisor MJX Asset

  
	
   

  	
   

  	
  Management LLC

  
	
   

  	
   

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 





















 


	
   

  	
  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: Wells Fargo Bank, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey Nolan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geoffrey Nolan

  
	
   

  	
   

  	
  Title:

  	
  V.P.

  
					



 





















 


	
   

  	
  Waveland - INGOTS, LTD.

  
	
   

  	
  By:

  	
  Pacific Investment Management Company LLC,

  
	
   

  	
   

  	
  as its Investment Advisor

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
   

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
   

  	
  Managing Director

  
							



 





















 


	
   

  	
  Name of Lender: White Horse I, Ltd.

  
	
   

  	
  By: WhiteHores Capital Partners, LP, As

  
	
   

  	
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ethan Underwood

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ethan Underwood, CFA

  
	
   

  	
   

  	
  Title:

  	
  Portfolio Manager

  
					



 





















 


	
   

  	
  Name of Lender: Windsor Loan Funding,
  Limited

  
	
   

  	
  By:

  	
  Stanfield Capital Partners LLC

  
	
   

  	
   

  	
  as its Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher E. Jansen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christopher E. Jansen

  
	
   

  	
   

  	
  Title:

  	
  Managing Partner

  
						



 





















 


	
   

  	
  WINGED FOOT FUNDING TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diana M. Himes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diana M. Himes

  
	
   

  	
   

  	
  Title:

  	
  Authorized Agent

  
					



 





















 


	
   

  	
  Wrigley CDO, Ltd.

  
	
   

  	
  By:

  	
  Pacific Investment Management Company LLC,

  
	
   

  	
   

  	
  as its Investment Advisor

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mohan V. Phansalkar

  	
   

  
	
   

  	
   

  	
   

  	
  Mohan V. Phansalkar

  
	
   

  	
   

  	
   

  	
  Managing Director

  
							



 





















 


	
   

  	
  Name of Lender: XL Re Ltd.

  
	
   

  	
  By: Stanfield Capital Partners LLC

  
	
   

  	
  as its Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Christopher E. Jansen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christopher E. Jansen

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Partner

  	
   

  
						



 





















 


Aknowledged 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 CORP.

  
	
   

  	
  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