Exhibit 10.1



 Exhibit 10.1 
  
 FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
  
 This FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) is entered into as of January 24, 2005, by and among RADIO ONE, INC., a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., a national banking association, individually as a Lender and as
Administrative Agent, and the other Lenders party hereto. 
  
 RECITALS 
  
 A. On June 30, 1998, the Borrower
entered into that certain Credit Agreement with a syndicate of Lenders (the “1998 Credit Agreement”) providing for certain extensions of credit to the Borrower, on the terms and subject to the conditions set forth therein. The 1998
Credit Agreement was subsequently (i) amended by that certain First Amendment to Credit Agreement dated as of December 23, 1998, (ii) amended by that certain Second Amendment to Credit Agreement dated as of February 9, 1999 and (iii) amended and
restated in its entirety by that certain Amended and Restated Credit Agreement dated as of February 26, 1999 (the “1999 Credit Agreement”). The 1999 Credit Agreement was subsequently (i) amended and restated in its entirety by that
certain Second Amended and Restated Credit Agreement dated as of July 17, 2000, (ii) amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of March 18, 2002, (iii) amended by that certain Second Amendment
to Second Amended and Restated Credit Agreement dated as of July 15, 2003, and (iv) amended by that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of April 16, 2004 (the 1998 Credit Agreement, as so amended and
amended and restated, the “Credit Agreement”). Terms used herein, unless otherwise defined herein, shall have the meanings set forth in the Credit Agreement. 
  
 B. The Borrower and the Lenders have agreed, subject to the terms and conditions specified herein, to modify certain
provisions of the Credit Agreement. 
  
 NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders and the Administrative Agent hereby agree as follows: 
  
 Section 1. AMENDMENTS 
  
 Subject to the covenants, terms and conditions set forth in this Amendment,
and in reliance upon the representations and warranties of the Borrower made herein, the undersigned Lenders (which Lenders constitute the Majority Lenders required under Section 11.1 of the Credit Agreement to effect the following
amendments) amend the Credit Agreement as follows: 
  
 (a) The
definition of “Fixed Charge Coverage Ratio” in Section 1.1 of the Credit Agreement is hereby amended and restated to add the following proviso prior to the period at the end of such provision: 
  
             ,
provided that, the Fixed Charge Coverage Ratio shall be calculated to include 51% of the ebitda and fixed charges of Reach Media for the same period, and determined on a comparable basis, as EBITDA and Fixed Charges are


  









 
included for the Borrower and its Restricted Subsidiaries pursuant to terms of this Agreement. 
  
 (b) The definition of “Interest Coverage Ratio” in Section 1.1 of the Credit Agreement is hereby
amended and restated to add the following proviso prior to the period at the end of such provision: 
  
             , provided that the Interest Coverage Ratio shall be
calculated to include 51% of the ebitda and consolidated interest expense of Reach Media for the same period, and determined on a comparable basis, as EBITDA and Consolidated Interest Expense are included for the Borrower and its Restricted
Subsidiaries pursuant to terms of this Agreement. 
  
 (c) The
definition of “Leverage Ratio” in Section 1.1 of the Credit Agreement is hereby amended and restated to add the following proviso prior to the period at the end of such provision: 
  
             ,
provided that the Leverage Ratio shall be calculated to include 51% of the indebtedness and ebitda of Reach Media for the same period, and determined on a comparable basis, as Indebtedness and EBITDA are included for the
Borrower and its Restricted Subsidiaries pursuant to terms of this Agreement. 
  
 (d) The definition of “Reach Acquisition” is hereby added to Section 1.1 of the Credit Agreement in its entirety in alphabetical order as follows: 
  
 “Reach Acquisition” means the acquisition
by the Borrower or Reach Media Holdco of 51% of the outstanding shares of Reach Media in accordance with the terms of Section 8.7 of this Agreement. 
  
 (e) The definition of “Reach Media” is hereby added to Section 1.1 of the Credit Agreement in its entirety in alphabetical order
as follows: 
  
 “Reach Media”
means Reach Media, Inc., a Texas corporation. 
  
 (f) The
definition of “Reach Media Documents “ is hereby added to Section 1.1 of the Credit Agreement in its entirety in alphabetical order as follows: 
  
 “Reach Media Documents” means, collectively, the Stock Purchase Agreement; that certain
Escrow Agreement between Reach Media Holdco, the selling shareholders of Reach Media and the Escrow Agent named therein; the Reach Shareholders Agreement; and each other document ancillary to the Reach Acquisition, with such changes to each such
document or agreement as would not have a material adverse effect on the interests of the Lenders. 
  

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 (g) The definition of “Reach Media Holdco” is hereby added to Section 1.1 of the
Credit Agreement in its entirety in alphabetical order as follows: 
  
 “Reach Media Holdco” means a wholly owned direct Restricted Subsidiary of the Borrower created for the sole purpose of holding the shares of Reach Media acquired by the Borrower in the Reach
Acquisition; provided that Reach Media Holdco may undertake and perform the rights, duties and obligations of Reach Media Holdco pursuant to the Reach Media Documents. 
  
 (h) The definition of “Reach Shareholder Agreement “ is hereby added to Section 1.1 of the Credit
Agreement in its entirety in alphabetical order as follows: 
  
 “Reach Shareholders Agreement” means that certain Shareholders Agreement by and among Reach Media and the shareholders of Reach Media named therein, substantially in the form of (i) the term sheet
attached as Exhibit O to this Agreement and (ii) the draft of such Shareholders Agreement delivered to the Administrative Agent, or with such changes as would not have a material adverse effect on the interests of the Lenders. 

  
 (i) The definition of “Senior Leverage Ratio”
in Section 1.1 of the Credit Agreement is hereby amended and restated to add the following proviso prior to the period at the end of such provision: 
  
             , provided that the Senior Leverage Ratio shall be
calculated to include 51% of the senior debt and ebitda of Reach Media for the same period, and determined on a comparable basis, as Senior Debt and EBITDA are included for the Borrower and its Restricted Subsidiaries pursuant to terms of this
Agreement. 
  
 (j) The definition of “Stock Purchase
Agreement “ is hereby added to Section 1.1 of the Credit Agreement in its entirety in alphabetical order as follows: 
  
 “Stock Purchase Agreement” means that certain Stock Purchase Agreement between Radio One, Inc. and the selling
shareholders of Reach Media, dated November 19, 2004, in such form as exists on such date or with such changes as would not have a material adverse effect on the interests of the Lenders. 
  

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 (k) Section 8.7 of the Credit Agreement is amended and restated to (1) restate the opening
paragraph in its entirety as follows and add a subparagraph (a) as follows, 
  
 8.7 Limitation on Acquisitions. Purchase any stock, bonds, notes, debentures or other securities of, or any assets of, in each case to the extent such purchase would involve all or substantially all of a radio
broadcasting station of, or a business unit of, any Person (collectively, “Acquisitions”) without the prior written consent of the Majority Lenders except 
  
 (a) the Borrower may make Acquisitions of radio broadcasting stations (or 100% of the capital stock of any
Person owning Stations) (“Industry Acquisitions”), if: 
  
 and
(2) to delete the period at the end of subparagraph (ix) of Section 8.7 and delete the parenthetical following such period, add “; and” in its stead and add a subparagraph (b) at the end of such section as follows: 
  
 (b) the Borrower may make the Reach Acquisition, if:

  
 (i) the Administrative Agent shall have
received evidence and confirmations reasonably satisfactory to it prior to the closing of the Reach Acquisition to the effect that the structure of the transaction satisfies all material, applicable legal and regulatory requirements for such
Acquisition; 
  
 (ii) no Default or Event of
Default shall exist as of the date of consummation of the Reach Acquisition or after giving effect to the Reach Acquisition; 
  
 (iii) the Borrower shall have demonstrated to the satisfaction of the Administrative Agent that the Borrower will be in compliance with
all of the covenants contained herein after giving effect to the Reach Acquisition and that no Event of Default or Default then exists or would exist after giving effect to the Reach Acquisition, and the Borrower shall have delivered to the
Administrative Agent within ten days prior to the consummation of such Acquisition an Acquisition report signed on behalf of the Borrower by a Responsible Officer of the Borrower in form and substance satisfactory to the Administrative Agent which
shall contain (A) calculations demonstrating on a pro forma basis the Borrower’s compliance with the financial covenants set forth in this Section 8 after giving effect to such Acquisition, and (B) projections for the Borrower for a five
year period after the closing of the Reach Acquisition giving effect to the Reach Acquisition and including a statement of sources and uses of funds for such Acquisition showing, among other things, the source of financing for the Reach Acquisition;

  
 (iv) any new wholly owned Subsidiary of the
Borrower created in connection with the Reach Acquisition, including, without limitation, Reach Media Holdco, shall be a Restricted Subsidiary and shall have complied with Section 7.9 of this Agreement and all other terms and conditions of
this Agreement, and Reach Media shall be acquired as an Unrestricted Subsidiary; 
  
 (v) not less than 51% of the ownership and voting control of Reach Media shall be acquired by the Borrower, and such acquisition shall be
made pursuant to the terms of that certain Stock Purchase Agreement and such other ancillary documentation 

  

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that would not have a material adverse effect on the interests of the Lenders; 
  
 (vi) Reach Media shall be acquired and owned by Reach Media Holdco, which must be a new wholly owned direct
Restricted Subsidiary of the Borrower. Reach Media Holdco will covenant to conduct no other business, have no employees, no indebtedness or other operations, other than holding the shares of Reach Media acquired in the Reach Acquisition, which such
shares will be pledged to the Administrative Agent on behalf of the Lenders to secure the Obligations; provided that Reach Media Holdco may undertake and perform the rights, duties and obligations of Reach Media Holdco pursuant to the Reach
Media Documents; 
  
 (vii) the Borrower shall
have delivered to the Administrative Agent UCC, judgment, and tax lien searches for each relevant jurisdiction and shall have taken any actions as may be necessary or reasonably requested by the Administrative Agent to grant to the Administrative
Agent, for the benefit of the Lenders, perfected Liens in all personal property acquired by the Borrower or any of its Restricted Subsidiaries in such Acquisition pursuant to the Security Documents, subject to no prior Liens except Permitted Liens;
provided, however, unless the Administrative Agent specifically requires fixture filings with respect to any particular fixtures, fixture filings will not be required to be filed with respect to the personal property acquired by the Borrower
or any of its Restricted Subsidiaries in such Acquisition; and 
  
 (viii) the Borrower shall have delivered to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent to the effect that all material approvals, consents or authorizations required in
connection with such Acquisition from any Governmental Authority shall have been obtained (and shall have become Final Orders, unless Majority Lenders have agreed otherwise), and such opinions as the Administrative Agent may reasonably request as to
the Liens granted to the Administrative Agent, for the benefit of the Lenders, as required pursuant to this Section, as to any required regulatory approvals for such Acquisition and so as to such other matters as the Administrative Agent may
reasonably request. 
  
 (the transactions described above or
otherwise permitted by the Majority Lenders being herein referred to collectively as “Permitted Acquisitions”). 
  

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 (l) Section 8.9(b) of the Credit Agreement shall be amended by deleting the “; and” from
the end of subsection (vi) thereof, deleting the “.” from the end of subsection (vii) thereof and adding “; and” to the end of such section, and adding a new subsection (viii) to the end of Section 8.9(b) as follows:

  
 (viii) the consummation of the acquisition of
Reach Media in accordance with the terms of Section 8.7 hereof. 
  
 (m) Section 8.12 of the Credit Agreement is amended and restated in its entirety as follows: 
  
 8.12 Limitation on Sale or Issuance of Equity Interests. Issue, sell, assign, pledge or otherwise encumber or dispose of any shares
of Equity Interests of the Borrower or the Restricted Subsidiaries, except (a) the Restricted Subsidiaries may issue or sell Equity Interests to the Borrower, (b) the Equity Interests of the Restricted Subsidiaries may be pledged pursuant to the
Pledge Agreements, (c) the Borrower may issue common stock under (i) effective registration statements filed with the Securities and Exchange Commission, subject to the Borrower’s compliance with the provisions of Sections 4.2(e), or
(ii) pursuant to any employee stock option plan approved by the Borrower’s board of directors, or (iii) in connection with Investments permitted under Section 8.8, (d) so long as there exists no Default or Event of Default both before
and after giving effect to any such issuance and subject to compliance with the provisions of Section 4.2(e) (if applicable) and Section 8.6, the issuance of common Equity Interests of the Borrower (i) in connection with the exchange
or conversion of New Preferred Stock, or (ii) the proceeds of which (“Common Equity Proceeds”) are used exclusively to redeem New Preferred Stock, and (e) the Borrower may issue and sell common stock in connection with the Reach
Acquisition in accordance with the terms of the Stock Purchase Agreement, as such agreement exists on such date or with such changes as would not have a material adverse effect on the interests of the Lenders. 
  
 (n) A new Section 8.16 of the Credit Agreement is added in numerical
order at the end of Section 8 of the Credit Agreement as follows: 
  
 8.16. Reach Media Holdco. Mix, commingle or otherwise take any action that would integrate the operations, employees, accounts, assets or other services of its Restricted Subsidiaries and Unrestricted
Subsidiaries with Reach Media Holdco. Notwithstanding any other provision of this Agreement and Loan Documents, the parties hereto agree that, no other loan, advance, Investment, lease, sale, Guarantee or engagement in other business, or other
transactions or agreements (other than in connection with the Reach Media Documents) may be made between Reach Media Holdco on the one hand and the Parent, the Borrower or any of their other Restricted Subsidiaries or Unrestricted Subsidiaries on
the other hand. Except as provided in the Reach Media Documents, the Borrower specifically agrees and covenants that Reach Media Holdco will operate only as a holding company and conduct no business or operations of any kind, except to 

  

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hold the shares of Reach Media acquired in connection with the Reach Acquisition and pledge those shares to the Administrative Agent on behalf of the Lenders
to secure the Obligations in accordance with the terms of this Agreement. 
  
 (o) A new Section 8.17 of the Credit Agreement is added in numerical order at the end of Section 8 of the Credit Agreement as follows: 
  
 8.17. Ownership of Reach Media. The Borrower shall not own, directly or indirectly, less than 51% of
the Equity Interests of Reach Media. 
  
 (p) Addition of
Exhibit O. The Credit Agreement is hereby amended to add an Exhibit O thereto in the form of Exhibit O hereto. 
  
 Section 2. REPRESENTATIONS AND WARRANTIES. 
  
 To induce the Administrative Agent and the Lenders to enter into this Amendment, Borrower represents and warrants to the Administrative Agent and the
Lenders as follows: 
  
 (a) No Defaults. No Default or
Event of Default exists under the Credit Agreement, the Notes, any of the Security Documents or any of the other documents executed in connection therewith, and no such Default or Event of Default is imminent. 
  
 (b) Binding Effect. This Amendment, the Credit Agreement, as amended
hereby, the Notes, the Security Documents and the other documents executed in connection therewith constitute the legal, valid and binding obligations of the Borrower and its Subsidiaries parties thereto, enforceable against the Borrower and such
parties in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles of general
applicability. 
  
 (c) Representations and Warranties. The
representations and warranties set forth in Section 5 of the Credit Agreement are true and correct in all material respects on and as of the date hereof, both before and after giving effect to the effectiveness of this Amendment, as if such
representations and warranties were being made on and as of the date hereof. 
  
 Section 3. CONDITIONS PRECEDENT 
  
 The parties hereto agree that the waivers and amendments set forth herein shall not be effective until the satisfaction in full of each of the following conditions precedent, each in a manner satisfactory to the Administrative Agent and the
Lenders parties hereto in their sole discretion: 
  
 (a)
Execution and Delivery of this Amendment. The Administrative Agent shall have received a copy of this Amendment executed and delivered by the Borrower and by Lenders constituting the Majority Lenders. 
  

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 (b) Representations and Warranties. Each of the representations and warranties made herein shall
be true and correct on and as of the date hereof, as if made on and as of such date, both before and after giving effect to the waivers set forth herein. 
  
 (c) Reach Acquisition Documentation. The Stock Purchase Agreement and all related agreements, shall be substantially in the form as delivered to
the Administrative Agent on December 7, 2004, with such changes as would not have a material adverse effect on the interests of the Lenders. The Administrative Agent shall also have received the latest draft of the Shareholders Agreement.
 
  
 (d) Other Documents, Certificates and Instruments.
The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall require. 
  
 Section 4. MISCELLANEOUS 
  
 (a) Ratification and Confirmation. The terms, provisions, conditions
and covenants of the Credit Agreement, the Notes, the Security Documents and the other documents executed in connection therewith remain in full force and effect and are hereby ratified and confirmed, and the execution, delivery and performance of
this Amendment shall not in any manner operate as a waiver of, consent to or amendment of any other term, provision, condition or covenant thereof. 
  
 (b) Fees and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation,
reproduction, execution, and delivery of this Amendment and the other documents prepared in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent. 
  
 (c) Headings. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. 
  
 (d) APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. 
  
 (e)
Liens. The Borrower agrees hereby that all Liens, security interests, assignments, superior titles, rights, remedies, powers, equities and priorities securing the Notes including but not limited to those under the Security Documents are
hereby ratified and confirmed as valid, subsisting and continuing to secure the Notes, and this Amendment shall not affect the priority of such Liens. 
  
 (f) Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts 

  

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and attached to a single counterpart so that all signature pages are physically attached to the same document. For purposes of this Amendment, a counterpart
hereof (or signature page thereto) signed and transmitted by any Person party hereto to the Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to be treated as an original. The signature of such Person
thereon, for purposes hereof, is to be considered as an original signature, and the counterpart (or signature page thereto) so transmitted is to be considered to have the same binding effect as an original signature on an original document.

  
 (g) FINAL AGREEMENT. THIS AMENDMENT, TOGETHER WITH THE
CREDIT AGREEMENT, THE NOTES, THE SECURITY DOCUMENTS AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION THEREWITH, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 
  
 [Remainder of Page Intentionally Left Blank; Signature Page Follows] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized as of the date first above written. 
  

			
	RADIO ONE, INC.
		
	By:	 	 /s/ Scott R. Royster

	 Name:
	 	 Scott R. Royster

	 Title:
	 	 Executive VP/CFO



  

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	 BANK OF AMERICA, N.A.,
 as the Administrative
Agent and as a Lender

		
	By:	 	 /s/ Todd Shipley

	 Name:
	 	 Todd Shipley

	 Title:
	 	 Managing Director



  

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	CREDIT SUISSE FIRST BOSTON acting through its Cayman Islands Branch
		
	By:	 	 /s/ Thomas S. Hall

	 Name:
	 	 Thomas S. Hall

	 Title:
	 	 Vice President



  

			
		
	By:	 	 /s/ Doreen Barr

	 Name:
	 	 Doreen Barr

	 Title:
	 	 Associate



  

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	WACHOVIA BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Bruce W. Loftin

	 Name:
	 	 Bruce W. Loftin

	 Title:
	 	 Managing Director



  

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	TORONTO DOMINION (TEXAS), INC.
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

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	DEUTSCHE BANK TRUST CO. AMERICAS
		
	By:	 	 /s/ Gregory Shefrin

	 Name:
	 	 Gregory Shefrin

	 Title:
	 	 Director



  

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	ROYAL BANK OF CANADA
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

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	THE BANK OF NOVA SCOTIA
		
	By:	 	 /s/ Paul A. Weissenberger

	 Name:
	 	 Paul A. Weissenberger

	 Title:
	 	 Authorized Signatory



  

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	ING (U.S.) CAPITAL LLC
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

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	 COOPERATIEVE CENTRALE
 RAIFFEISEN-BOERENLEENBANK B.A.,
 “RABOBANK NEDERLAND”, NEW YORK BRANCH

		
	By:	 	 /s/ Kevin Mullin

	 Name:
	 	 Kevin Mullin

	 Title:
	 	 Vice President



  

			
		
	By:	 	 /s/ Andrew Sherman

	 Name:
	 	 Andrew Sherman

	 Title:
	 	 Executive Director



  

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	 SUNTRUST BANK

		
	 By:
	 	 /s/ Brian Combs

	 Name:
	 	 Brian Combs

	 Title:
	 	 Vice President



  

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	THE BANK OF NEW YORK
		
	 By:
	 	 /s/ Michael E. Masters

	 Name:
	 	 Michael E. Masters

	 Title:
	 	 Vice President



  

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	BIG SKY SENIOR LOAN FUND LTD.
		
	 By:
	 	 /s/ Michael B. Botthof

	 Name:
	 	 Michael B. Botthof

	 Title:
	 	 Vice President



  

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	NATEXIS BANQUE POPULAIRES
		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 


  

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	WEBSTER BANK
		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 


  

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	BANK OF SCOTLAND
		
	 By:
	 	 /s/ Amena Nabi

	 Name:
	 	 Amena Nabi

	 Title:
	 	 Assistant Vice President



  

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	GENERAL ELECTRIC CAPITAL CORPORATION
		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 


  

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	EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
		
	 By:
	 	 Eaton Vance Management,
 as Investment
Advisor



  

			
		
	 By:
	 	 /s/ Michael B. Botthof

	 Name:
	 	 Michael B. Botthof

	 Title:
	 	 Vice President



  

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	EATON VANCE VT FLOATING RATE FUND
		
	 By:
	 	 Eaton Vance Management,
 as Investment
Advisor



  

			
		
	 By:
	 	 /s/ Michael B. Botthof

	 Name:
	 	 Michael B. Botthof

	 Title:
	 	 Vice President



  

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	GRAYSON & CO
		
	 By:
	 	 Boston Management and Research,
 as Investment
Advisor



  

			
		
	 By:
	 	 /s/ Michael B. Botthof

	 Name:
	 	 Michael B. Botthof

	 Title:
	 	 Vice President



  

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	FIDELITY ADVISOR SERIES II
		
	 By:
	 	 /s/ John H. Costello

	 Name:
	 	 John H. Costello

	 Title:
	 	 Assistant Treasurer



  

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	NATIONAL CITY BANK
		
	 By:
	 	 /s/ Elizabeth A. Brosky

	 Name:
	 	 Elizabeth A. Brosky

	 Title:
	 	 Vice President



  

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	SENIOR DEBT PORTFOLIO
		
	 By:
	 	 Boston Management and Research,
 as Investment
Advisor



  

			
		
	 By:
	 	 /s/ Michael B. Botthof

	 Name:
	 	 Michael B. Botthof

	 Title:
	 	 Vice President



  

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	SUMITOMO MITSUI BANKING CORPORATION
		
	 By:
	 	 /s/ Edward D. Henderson, Jr.

	 Name:
	 	 Edward D. Henderson, Jr.

	 Title:
	 	 General Manager



  

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	U.S. BANK NATIONAL ASSOCIATION
		
	 By:
	 	 /s/ Keith Kubota

	 Name:
	 	 Keith Kubota

	 Title:
	 	 Vice President



  

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