EX-10.8






Exhibit 10.8




Dated as of November 22, 2006





	To	 	the banks, financial institutions and other institutional
lenders (collectively, the “Lenders”)
parties to the Credit Agreement referred to below and to Morgan Stanley Senior Funding, Inc. as
administrative agent (the “Administrative
Agent”) for the Lenders





Ladies and Gentlemen:




Re: Astoria Financing — Second Lien Credit Agreement




     We refer to the Second Lien Credit Agreement dated as of February 23, 2006, among, inter alia,
the undersigned and you (as amended through the date hereof, the
“Credit Agreement”. Capitalized
terms not otherwise defined in this letter agreement have the same meanings as specified in the
Credit Agreement.



     The Borrower is seeking to eliminate the $100,000,000 synthetic letter of credit facility
under the First Lien Facilities (the “Synthetic LC Facility”) it is currently utilizing as credit
support for its existing spark spread hedge which expires on December 31, 2007. The hedge
counterparty, Morgan Stanley Capital Group Inc., has agreed to accept either (i) a $100,000,000
special letter of credit or (ii) a $100,000,000 first lien on the collateral, ranking pari passu
with the First Lien Obligations, and the payment of associated credit charges. In either ease, the
Borrower will pay no more interest expense and associated credit charges than it otherwise would
have were it to leave the Synthetic LC Facility in place.



     The Borrower currently has a $384,000,000 “basket” of permitted first lien capacity, in the
aggregate, available for posting letters of credit to support Permitted Commodity Hedge Agreements
or working capital obligations under section 5.02(b)(iii) of the Credit Agreement. As the existing
SI 00.000,000 Synthetic LC Facility is part of the First Lien Facilities, it is not included in
this $384,000,000 “basket”. Consequently, the elimination of the Synthetic LC Facility represents a
$100,000,000 reduction in the Borrower’s funded first lien capacity.



     Accordingly, the Borrower hereby requests a technical clarification to Section 5,02(b)(iii) of
the Credit Agreement to provide that Permitted Commodity Hedge Agreements or Debt under any letter
of credit facility supporting Permitted Commodity Hedge Agreements, or any combination thereof, be
permitted under such section. Accordingly, such clause would be amended as follows (with the new,
proposed language in bold and underlined): “(iii) secured Debt under (1) any Permitted
Commodity Hedge Agreement or (2) any letter of credit facility that either (A) supports a
Permitted Commodity Hedge Agreement (including, without limitation, the Special LC Facility) or (B)
supports working capital obligations, in an aggregate principal amount, with respect to clauses
(1) and (2) above, not to exceed $384,000,000 at any one time outstanding; provided that (x)
the counterparty under any such Permitted Commodity Hedge Agreement and any lender or
letter of credit issuer of such Debt, as the case may be, has become a party to the
Intercreditor Agreement as, and has obligations of, a



 









 




First Lien Secured Party thereunder and (y) such Debt shall only be secured by the Liens created by
the Collateral Documents;”.




     The Borrower believes that the requested technical amendment is credit enhancing as it
relatively reduces interest expense and credit charges, while at the same time it does not impact
the current collateral support provided to the existing lenders.



     In addition, we also request that each Lender hereby authorizes the Administrative Agent and
the Collateral Agent to agree to any amendments to the Intercreditor Agreement or any other Loan
Document (other than the Credit Agreement) that may be necessary or desirable (as determined by the
Administrative Agent) to reflect the amendment to Section 5.02(b)(iii) of the Credit Agreement set
forth above.



     Each of the Guarantors hereby confirms and agrees to the foregoing amendments and confirms and
agrees that (a) notwithstanding such amendment, each Loan Document to which it is a party is, and
shall continue to be, in Full force and effect and is hereby ratified in all respects, except that,
on and after the effectiveness of this letter agreement, each reference in such Loan Document to
the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this
letter agreement, and (b) the Collateral Documents to which it is a party do, and shall continue
to, secure the Secured Obligations.



     This letter amendment shall become effective as of the date first above written upon receipt
by the Administrative Agent of counterparts hereof executed by the Required Lenders. On and after
the effectiveness of this letter agreement, each reference in the Credit Agreement to the Credit
Agreement (howsoever referred to), and each reference in the other Loan Documents to Credit
Agreement (howsoever referred to), shall mean and be a reference to the Credit Agreement, as
amended by this letter agreement.



     The Credit Agreement, as amended by this letter agreement, is and shall continue to be in full
force and effect and is hereby in all respects ratified and the Collateral Documents do and shall
continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in
each case as amended by this letter agreement. The execution, delivery and effectiveness of this
letter agreement shall not, except as expressly provided herein, waive any right, power or remedy
of any Lender or the Agent under any Loan Document or any provision of any Loan Document.



     If you agree to the terms and provisions hereof, please complete the blank signature block on
the final page hereto with the name of your institution and execute and return, by facsimile or
email, your signature page to this letter agreement to Cassandra Miller, Shearman & Sterling, LLP,
599 Lexington Avenue, New York, NY 10022; facsimile number (646) 848 8673; email:
cassaudra.miller@shearman.com.



     This letter agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this letter agreement by
telecopier shall be effective as delivery of a manually executed counterpart of this letter
agreement.



2









 





	 	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC., 

     as Administrative Agent and as Lender

 	 	 
	By  	/s/ Stephen B. King
 	 	 
	 	Title:          Vice President 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	MORGAN STANLEY BANK, as Lender

 	 	 
	By  	/s/ Stephen B. King
 	 	 
	 	Title:          Authorized Signatory 	 	 
	 	 	 	 



 









 





	 	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,

     as Administrative Agent and as Lender

 	 	 
	By  	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	EAGLE CREEK CLO, LTD., as Lender

 	 	 
	By  	/s/ Thomas N. Davis
 	 	 
	 	Title: Authorized Signor — Thomas N. Davis 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,

     as Administrative Agent and as Lender

 	 	 
	By  	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	LANDMARK VII CDO
LIMITED


By: Aladdin Capital Management LLC, as Manager, as Lender

 	 	 
	By:  	/s/ Angela Bozorgmir
 	 	 
	 	Name:  	Angela Bozorgmir 	 	 
	 	Title:  	Director 	 	 
	 



	 	 	 	 	 
	LANDMARK VIII CDO
LIMITED


By: Aladdin Capital Management LLC, as Manager, as Lender

 	 	 
	By:  	/s/ Angela Bozorgmir
 	 	 
	 	Name:  	Angela Bozorgmir 	 	 
	 	Title:  	Director 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,

     as Administrative Agent and as Lender

 	 	 
	By  	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	AG ALPHA CREDIT MASTER LTD, as Lender

 	 	 
	By  	/s/ Illegible
 	 	 
	 	Title: CIO 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,

     as Administrative Agent and as Lender

 	 	 
	By  	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	Ares X CLO Ltd.

 	 	 
	By:  	Ares CLO Management X, L.P.,
 	 	 
	 	Investment Manager 	 	 
	 
	By:  	Ares CLO GP X, LLC,
 	 	 
	 	Its General Partner, as Lender 	 	 
	 
	By  	/s/ Americo Cascella
 	 	 
	 	Title:          VICE PRESIDENT 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,

     as Administrative Agent and as Lender

 	 	 
	By  	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	Ares VR CLO Ltd.

 	 	 
	By:  	Ares CLO Management VR, L.P.,
 	 	 
	 	Investment Manager 	 	 
	 
	By:  	Ares CLO GP VR, LLC,
 	 	 
	 	Its General Partner, as Lender 	 	 
	 
	By  	/s/ Americo Cascella
 	 	 
	 	Name:  	AMERICO CASCELLA 	 	 
	 	Title:          VICE PRESIDENT 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC., 

     as Administrative Agent and as Lender

 	 	 
	By  	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	Ares VIR CLO Ltd.

 	 	 
	By:  	Ares CLO Management VIR, L.P.,
 	 	 
	 	Investment Manager 	 	 
	 
	By:  	Ares CLO GP VIR, LLC,
 	 	 
	 	Its General Partner, as Lender 	 	 
	 
	By  	/s/ Americo Cascella
 	 	 
	 	Name:  	AMERICO CASCELLA 	 	 
	 	Title:  	VICE PRESIDENT 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC., 

     as Administrative Agent and as Lender

 	 	 
	By  	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	BABSON CLO LTD. 2004-I

BABSON CLO LTD. 2005-I

BABSON CLO LTD. 2005-II

BABSON CLO LTD. 2006-I

SUFFIELD CLO, LIMITED, as Lenders


By: BabsonCapital Management LLC as Collateral Manager

 	 	 
	By  	/s/ Russell D. Morrison
 	 	 
	 	Title: Managing Director 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	BILL & MELINDA GATES
FOUNDATION TRUST, as Lender


By: BabsonCapital Management LLC as Investment Adviser

 	 	 
	By  	/s/ Russell D. Morrison
 	 	 
	 	Title: Managing Director 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY, as Lender


By: BabsonCapital Management LLC as Investment Adviser

 	 	 
	By  	/s/ Russell D. Morrison
 	 	 
	 	Title: Managing Director 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC., 

     as Administrative Agent and as Lender

 	 	 
	By  	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	Atlas Loan Funding 1, LLC

By: Atlas Capital Funding, Ltd.

By: Structured Asset Investors, LLC

Its Investment Manager, as Lender

 	 	 
	By  	/s/ Diana M. Himes
 	 	 
	 	Name:  	Diana M. Himes 	 	 
	 	Title:  	Associate 	 	 
	 




 











 





	 	 	 	 	 
	 

	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,	 	 
	 

	 	as Administrative Agent and as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 





	 	 	 	 	 
	 

	 	 	 	 
	APOLLO TRADING LLC, as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By

	 	/s/ L. Murchison Taylor	 	 
	 

	 	 	 	 
	 

	 	Title: VICE PRESIDENT	 	 






 









 






	 	 	 	 	 
	 

	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,	 	 
	 

	 	as Administrative Agent and as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Bank of America, N.A., as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By

	 	/s/ Coleigh Mckay	 	 
	 

	 	 	 	 
	 

	 	By: Coleigh Mckay	 	 
	 

	 	Title: Vice President	 	 






 









 






	 	 	 	 	 
	 

	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,	 	 
	 

	 	as Administrative Agent and as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 





By: Callidus Debt Partners CLO Fund V, Ltd.

By: Its Collateral Manager

Callidus Capital Management, LLC, as Lender




	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By

	 	/s/ Peter R. Bennitt
	 	 
	 

	 	 	 	 
	 

	 	Title: PRINCIPAL	 	 






Astoria — Signature Page

2nd Lien





 









 








	 	 	 	 	 
	 

	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,	 	 
	 

	 	as Administrative Agent and as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 





By: Callidus Debt Partners CLO Fund III, Ltd.

By: Its Collateral Manager,

Callidus Capital Management, LLC, as Lender




	 	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	By

	 	/s/ Peter R. Bennitt	 	 
	 

	 	 	 	 
	 

	 	Title: PRINCIPAL	 	 






Astoria — Signature Page

2nd Lien





 









 








	 	 	 	 	 
	 

	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,	 	 
	 

	 	as Administrative Agent and as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 





By: Callidus Debt Partners CLO Fund IV Ltd.

By: Its Collateral Manager,

Callidus Capital Management, LLC, as Lender




	 	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By

	 	/s/ Peter R. Bennitt	 	 
	 

	 	 	 	 
	 

	 	Title: PRINCIPAL	 	 






Astoria — Signature Page

2nd Lien




 









 








	 	 	 	 	 
	 

	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,	 	 
	 

	 	as Administrative Agent and as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Carlyle Loan Investment, Ltd., as Lender	 	 






	 	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	By

	 	/s/ Mark Alter	 	 
	 

	 	 	 	 
	 

	 	Title: Managing Director	 	 






Astoria — Signature Page




 









 








	 	 	 	 	 
	 

	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,	 	 
	 

	 	as Administrative Agent and as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Carlyle Loan Opportunity Fund, as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By

	 	/s/ Mark Alter	 	 
	 

	 	 	 	 
	 

	 	Title: Managing Director	 	 






Astoria — Signature Page





 









 








	 	 	 	 	 
	 

	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,	 	 
	 

	 	as Administrative Agent and as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Carlyle High Yield Partners IV, Ltd., as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By

	 	/s/ Mark Alter	 	 
	 

	 	 	 	 
	 

	 	Title: Managing Director	 	 






Astoria — Signature Page





 









 








	 	 	 	 	 
	 

	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,	 	 
	 

	 	as Administrative Agent and as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Chatham Asset High Yield	 	 
	 

	 	Master Fund, Ltd., as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By

	 	/s/ James Ruggerio, Jr.	 	 
	 

	 	 	 	 
	 

	 	Title: Chief Financial Officer	 	 






 









 






	 	 	 	 	 
	 

	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,	 	 
	 

	 	as Administrative Agent and as Lender	 	 
	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	CREDIT SUISSE CAPITAL LLC, as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By

	 	/s/ Barry Zamore	 	 
	 

	 	 	 	 
	 

	 	Title: MANAGING DIRECTOR	 	 






 









 






	 	 	 	 	 
	 

	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,	 	 
	 

	 	as Administrative Agent and as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Madison Park Funding II, as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By

	 	/s/ David H. Lerner	 	 
	 

	 	 	 	 
	 

	 	Title: AUTHORIZED SIGNATORY	 	 






 









 






	 	 	 	 	 
	 

	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,	 	 
	 

	 	as Administrative Agent and as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Dresdner Bank AG, New York	 	 
	and Grand Cayman Branches, as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By

	 	/s/ Brian Schneider	 	 
	 

	 	 	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By

	 	/s/ Jeannine Arnodeo	 	 
	 

	 	 	 	 
	 

	 	Title: Director	 	 






 









 






	 	 	 	 	 
	 

	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,	 	 
	 

	 	as Administrative Agent and as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Seal Rock Offshore Funding, L.L.C., as Lender	 	 
	 
	 	 	 	 
	By Farallon Capital Management, L.L.C., Its Manager
	 
	 	 	 	 
	 
	 	 	 	 
	By

	 	/s/ Monica R. Landry	 	 
	 

	 	 	 	 
	 

	 	Title: Managing Member	 	 






 









 






	 	 	 	 	 
	 

	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,	 	 
	 

	 	as Administrative Agent and as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Feingold O’Keeffe
Credit Fund CBNA Loan Funding LLC., as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By

	 	/s/ Beata Konopko	 	 
	 

	 	 	 	 
	 

	 	Title: Attorney-In-Fact	 	 






Astoria — Signature Page





 









 








	 	 	 	 	 
	 

	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,	 	 
	 

	 	as Administrative Agent and as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Fortress Credit Funding
I LP., as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By

	 	/s/ Glenn P. Cummins	 	 
	 

	 	 	 	 
	 

	 	Title: Chief Financial Officer	 	 






 









 






	 	 	 	 	 
	 

	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,	 	 
	 

	 	as Administrative Agent and as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Fortress Credit Funding II LP., as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By

	 	/s/ Glenn P. Cummins	 	 
	 

	 	 	 	 
	 

	 	Title: Chief Financial Officer	 	 






 









 






	 	 	 	 	 
	 

	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,	 	 
	 

	 	as Administrative Agent and as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Fortress Credit Investments I LTD., as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By

	 	/s/ Glenn P. Cummins	 	 
	 

	 	 	 	 
	 

	 	Title: Chief Financial Officer	 	 






 









 






	 	 	 	 	 
	 

	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,	 	 
	 

	 	as Administrative Agent and as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Fortress Credit Investments II LTD., as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By

	 	/s/ Glenn P. Cummins	 	 
	 

	 	 	 	 
	 

	 	Title: Chief Financial Officer	 	 






 









 






	 	 	 	 	 
	 

	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,	 	 
	 

	 	as Administrative Agent and as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 





Highland Credit Opportunities CDO Ltd

By: Highland Capital Management, L.P.,

As Collateral Manager

By: Strand Advisors, Inc., Its General

Partner, as Lender




	 	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By

	 	/s/ Brian Lohrding	 	 
	 

	 	 	 	 
	 

	 	Title: Treasurer
Strand Advisors, Inc.,

General Partner of
Highland Capital Management, L.P.	 	 






Astoria — Signature Page





 









 








	 	 	 	 	 
	 

	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,	 	 
	 

	 	as Administrative Agent and as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	J. P. MORGAN WHITEFRIARS INC., as Lender	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By

	 	/s/ Jason Boyer	 	 
	 

	 	 	 	 
	 

	 	Title: VP	 	 







 












 





	 	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,

as Administrative Agent and as Lender

 	 	 
	By  	
 	 	 
	 	Title: 	 	 
	 	 	 	 



	 	 	 	 	 
	Venture V CDO Limited

By its investment advisor,

MJX Asset Management LLC, as Lender

 	 	 
	By  	/s/ Kenneth Ostmann
 	 	 
	 	Title: Director 	 	 
	 	 	 	 



 









 





	 	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,

      as Administrative Agent and as Lender

 	 	 
	By  	
 	 	 
	 	Title: 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	ROSEDALE CLO II LTD.
 	 	 
	By:  	Princeton Advisory Group, Inc.
 	 	 
	 	the Collateral Manager, as Lender 	 	 
	 	 	 	 
	 	 	 
	By  	/s/ Thomas Brower
 	 	 
	 	Title: SR Analyst 	 	 
	 	 	 	 



 









 





	 	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,

     as Administrative Agent and as Lender

 	 	 
	By  	
 	 	 
	 	Title: 	 	 
	 	 	 	 



	 	 	 	 	 
	Baker Street CLO III Ltd., as Lender

 	 	 
	By  	/s/ Ian M. Burt
 	 	 
	 	Title:       WAREHOUSE MANAGER 	 	 
	 	Vice President
Baker Street Funding , LLC 	 	 



Astoria — Signature Page





 









 








	 	 	 	 	 
	Faber SPIRET Loan Trust

By: Wilmington Trust Company

not in its individual capacity but

solely as trustee, as Lender

 	 	 
	By  	/s/ Rachel L Simpson
 	 	 
	 	Title:  	Sr. Financial Services Officer 	 	 



 









 





	 	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,

     as Administrative Agent and as Lender

 	 	 
	By  	
 	 	 
	 	Title: 	 	 
	 	 	 	 



	 	 	 	 	 
	Pacifica CDO VI, Ltd

 	 	 
	By  	/s/ Peanie Wang
 	 	 
	 	Title:        Senior Vice President 	 	 
	 	 	 	 



	 	 	 	 	 
	Alcentra Warehouse, Ltd

 	 	 
	By  	/s/ Peanie Wang
 	 	 
	 	Title:        Senior Vice President 	 	 
	 	 	 	 



 









 





	 	 	 	 	 
	Oregon State Treasury 	 	 
	By:  	AllianceBernstein L.P., as Investment Advisor, as Lender
 	 	 
	 	 	 	 
	 	 	 	 
	By  	/s/ Thomas Socha
 	 	 
	 	Name: Thomas Socha 	 	 
	 	Title: Vice President 	 	 
	 	 	 	 



 









 





	 	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,

     as Administrative Agent and as Lender

 	 	 
	By  	
 	 	 
	 	Title: 	 	 
	 	 	 	 




	 	 	Magnetite V CLO Limited, as Lender
	 
	•	 	Black Rock Global Floating Rate Income Trust
	 
	•	 	Black Rock Senior Income Series
	 
	•	 	Black Rock Senior Income Series II
	 
	•	 	Merrill Lynch Global Investment Series: Corporate Loan Income Portfolio
	 
	•	 	Magnetite Asset Investors L.L.C.
	 
	•	 	Magnetite Asset Investors III, L.L.C.
	 
	•	 	Magnetite IV CLO Limited





	 	 	 	 	 
	 	 	 
	By:  	/s/ Ann Rose Smith
 	 	 
	 	Authorized Signatory 	 	 
	 	 	 	 



 









 





	 	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,

     as Administrative Agent and as Lender


Investors Bank & Trust Company as

Sub-Custodian Agent of CypressTree

International Loan Holding Company Limited



INVESTORS BANK & TRUST COMPANY AS

SUB-CUSTODIAN AGENT OF CYPRESSTREE

INTERNATIONAL LOAN HOLDING COMPANY LIMITED

 	 	 
	By:  	/s/ Martha Hadeler
 	 	 
	 	Name:  	Martha Hadeler          	 	 
	 	Title:  	Managing Director 	 	 



	 	 	 	 	 
	 	 	 
	By:  	/s/ John A. Frabotta
 	 	 
	 	Name:  	John A. Frabotta 	 	 
	 	Title:  	Director 	 	 



	 	 	 	 	 
	 	 	 
	By:  	/s/ Robert Weeden
 	 	 
	 	Name:  	Robert Weeden 	 	 
	 	Title:  	Managing Director 	 	 



 









 





	 	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,

     as Administrative Agent and as Lender


Hewett’s Island CLO IV, Ltd.
 	 	 
	By:  	CypressTree Investment Management Company, Inc.,

as Portfolio Manager
 	 	 
	 	 	 
	By:  	/s/ Robert E. Weeden
 	 	 
	 	Name:  	ROBERT E. WEEDEN 	 	 
	 	Title:  	Managing Director 	 	 



 









 





	 	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,

     as Administrative Agent and as Lender

 	 	 
	By  	
 	 	 
	 	Title: 	 	 
	 	 	 	 



	 	 	 	 	 
	Franklin CLO V, as Lender

 	 	 
	By  	/s/ David Ardini
 	 	 
	 	Title: David Ardini, Vice President 	 	 
	 	 	 	 



 









 





	 	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,

     as Administrative Agent and as Lender

 	 	 
	By  	
 	 	 
	 	Title: 	 	 
	 	 	 	 



	 	 	 	 	 
	Highland Floating Rate Advantage Fund, as Lender

 	 	 
	By  	/s/ M. Jason Blackburn
 	 	 
	 	Title: Treasurer 	 	 
	 	 	 	 



Astoria — Signature Page





 









 





	 	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,

     as Administrative Agent and as Lender

 	 	 
	By  	
 	 	 
	 	Title: 	 	 
	 	 	 	 



	 	 	 	 	 
	Jan Street Market Value CLO I Ltd., as Lender

 	 	 
	By  	Dimaio Ahmad Capital LLC, as Manager
 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 
	By  	/s/ Paul Travers
 	 	 
	 	Title:  	MANAGING DIRECTOR 	 	 



 









 






	 	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,

     as Administrative Agent and as Lender

 	 	 
	By  	
 	 	 
	 	Title: 	 	 
	 	 	 	 



	 	 	 	 	 
	KKR Financial CLO 2005-1, Ltd., as Lender

 	 	 
	By  	/s/ Illegible
 	 	 
	 	Title: Authorized Signatory 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,

    as Administrative Agent and as Lender

 	 	 
	By  	
 	 	 
	 	Title: 	 	 
	 	 	 	 



	 	 	 	 	 
	LATITUDE CLO II, as Lender

 	 	 
	By  	/s/ Illegible
 	 	 
	 	Title: CIO 	 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	MORGAN STANLEY SENIOR FUNDING, INC.,

    as Administrative Agent and as Lender

 	 	 
	By  	
 	 	 
	 	Title: 	 	 
	 	 	 	 



	 	 	 	 	 
	Carlyle High Yield Partners VI, Ltd., as Lender

 	 	 
	By  	/s/ Mark Alter
 	 	 
	 	Title:  	Managing Director 	 	 



Astoria — Signature Page