**Exhibit 4.9**

 

FIFTHAMENDMENT TO CREDIT AGREEMENT

 

FIFTHAMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”), dated as ofDecember 2, 2002, by and among BUHRMANN N.V., a public limited liabilitycompany (*naamloze vennootschap*)organized under the laws of The Netherlands, with official seat in Maastricht,The Netherlands (the “Parent”), Buhrmann US Inc., a Delaware corporation(the “Borrower”), the various Lenders party to the Credit Agreementreferred to below, DEUTSCHE BANK SECURITIES INC., as lead arranger and solebook manager (in such capacities, the “Lead Arranger”), BNP PARIBAS(f/k/a Paribas), as syndication agent (in such capacity, the “SyndicationAgent”), ABN AMRO BANK N.V., as documentation agent (in such capacity, the“Documentation Agent”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/aBankers Trust Company), as administrative agent (in such capacity, the “AdministrativeAgent” and, together with the Lead Arranger, the Syndication Agent and theDocumentation Agent, collectively, the “Agents”). All capitalized termsused herein and not otherwise defined shall have the respective meaningsprovided such terms in the Credit Agreement referred to below.

 

W IT N E S S E T H:

 

WHEREAS,the Parent, the Borrower, the Lenders and the Agents are parties to a CreditAgreement, dated as of October 26, 1999 (as amended, modified or supplementedto, but not including, the date hereof, the “Existing Credit Agreement”and, as amended, modified or supplemented from time to time, including on thedate hereof, the “Credit Agreement”);

 

WHEREAS, the parties hereto wish to amend, modify andsupplement the Existing Credit Agreement as herein provided;

 

NOW,THEREFORE, it is agreed:

 

I.                                         Amendments to theCredit Agreement

 

1.                                       On and after the Fifth Amendment Effective Date, Section 4.02(d) ofthe Credit Agreement shall be amended by deleting the amount “$50,000,000”appearing in the first proviso appearing in said Section and inserting thefollowing text in lieu thereof “ (i) $15,000,000 or (ii) if the Consolidated LeverageRatio is less than or equal to 3.75:1.00 on the date of the respective AssetSale (before giving effect to any application of the proceeds thereof),$50,000,000, it being understood and agreed that if this clause (ii) isapplicable on the date of any Asset Sale but subsequently ceases to apply, atany time when this clause (ii) is not applicable the Net Sale Proceeds of AssetSales previously made when this clause (ii) was applicable shall be permittedto be utilized as provided in this proviso (giving effect to this clause (ii)),but shall also be taken into account in determing whether additional Net CashProceeds of Asset Sales may be retained pursuant to clause (i) of this proviso(without the benefit of this clause (ii)), at times when clause (ii) isinapplicable”.

 

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2.                                       On and after theFifth Amendment Effective Date, Section 4.02(e) of the Credit Agreement shallbe amended by inserting the following sentence at the end of said Section:

 

“Notwithstandinganything to the contrary in this Section 4.02(e), if at the time of anyincurrence of Indebtedness for borrowed money pursuant to Section 9.04(iii), orafter giving effect thereto, the Consolidated Leverage Ratio is (or would be)greater than 3.75:1.00, the Parent and its Subsidiaries shall apply all cashproceeds (if any) received from such incurrence of Indebtedness for borrowedmoney pursuant to Section 9.04(iii) (other than unsecured Indebtedness ofSubsidiaries of the Parent (which are not Subsidiaries of the Borrower) in anaggregate principal not to exceed $75,000,000, provided that such Indebtedness (i) is incurred by a Subsidiaryof the Parent from local banks to the fund ongoing operations of suchSubsidiary and (ii) does not have a final maturity date later than one-yearfrom the date of the incurrence thereof), as provided in the immediatelypreceding sentence, but for this purpose as if the phrase “(other thanIndebtedness permitted to be incurred pursuant to Section 9.04 as in effect onthe Effective Date)” appearing therein were deleted.”

 

3.                                       On and after theFifth Amendment Effective Date, Section 4.02(f) of the Credit Agreement shallbe amended by (i) deleting the word “and” appearing at the end of clause (i) ofthe proviso appearing in the first sentence of said Section and inserting acomma in lieu thereof and (ii) inserting the text “the Consolidated LeverageRatio is less than 3.75:1.00 at the time of receipt by the Parent and itsSubsidiaries, as the case may be, of the respective Permitted ReceivablesTransaction Proceeds (before giving effect to any application thereof) and(iii)” immediately following the reference “(ii)” appearing in said Section.

 

4.                                       On and after theFifth Amendment Effective Date, Section 6C of the Credit Agreement shall beamended by inserting the following new Section 6C.03:

 

“6C.03 Limitation on Cash on Hand. Theobligation of each Lender with a Revolving Loan Commitment to make RevolvingLoans, and the obligation of the Swingline Lender to make Swingline Loans,shall be subject to the satisfaction of the condition that at the time of eachsuch making of a Revolving Loan or Swingline Loan and immediately after givingeffect thereto the Parent and its Subsidiaries shall not hold cash and CashEquivalents in an aggregate amount (after giving effect to the incurrence ofsuch Credit Event and the application of proceeds therefrom and any other cashor Cash Equivalents on hand (to the extent such proceeds and/or other cash orCash Equivalents are actually utilized by the Parent and/or any otherSubsidiary of the Parent on the respective date of incurrence of the respectiveCredit Event for a permitted purpose other than an investment in CashEquivalents)) in excess of $125,000,000.”

 

5.                                       On and after theFifth Amendment Effective Date, Section 8.01(a) of the Credit Agreement shallbe amended by (i) inserting the text “(i) a statement of the ConsolidatedIndebtedness as of the end of such fiscal month and (ii) “ immediatelypreceding the text “preliminary flash consolidated income statement” appearingin said Section, (ii) inserting the text “and for the elapsed portion ofthe fiscal year ended with the last day of such fiscal month” immediatelyfollowing the text “respective fiscal month” appearing in said Section, (iii)inserting

 

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the text “andthe comparable figures for such fiscal month as set forth in the respectiveProjections delivered pursuant to Section 8.01(e)” immediately following thetext “previous fiscal year” appearing in said Section.

 

6.                                       On and after theFifth Amendment Effective Date, Section 8.09(a) of the Credit Agreement shallbe amended by inserting the following new text immediately at the end thereof:

 

“Notwithstandinganything to the contrary contained above in this Section 8.09(a), (i) the EquityInterests of one or more Wholly-Owned Domestic Subsidiaries of the Parent whichare Qualified Subsidiary Guarantors may be owned by Buhrmann International B.V.or another Wholly-Owned Domestic Subsidiary of the Parent which is a QualifiedSubsidiary Guarantor and a direct or indirect holding company of the Borrower,so long as such Qualified Subsidiary Guarantors’ only assets are (x) EquityInterests in the Borrower of another Wholly-Owned Domestic Subsidiary of theParent which is a direct or indirect holding company of the Borrower, (y) cashand Cash Equivalents and (z) amounts owed to such Qualified SubsidiaryGuarantor pursuant to Intercompany Loans permitted by Sections 9.04(v) and (vi)and (ii) with the prior written consent of the Administrative Agent (which maybe granted or withheld by the Administrative Agent in its sole discretion),100% of the Equity Interests of Burhmann Silver US LLC may be transferred to(and thereafter at all times shall be owned by) Burhmann International B.V., ineach case, so long as Burhmann International B.V. is (and remains) a Guarantorand immediately pledges all of the Equity Interests in such QualifiedSubsidiary Guarantor or Burhmann Silver US LLC, as the case may be, to theCollateral Agent for the benefit of the Secured Creditors pursuant to a PledgeAgreement in form and substance satisfactory to the Collateral Agent and solong as Burhmann International B.V. takes all action in connection therewith asmay be reasonably requested by the Collateral Agent (including the delivery oflocal counsel opinions and taking any other actions which may be deemednecessary or desirable to perfect the security interest described in thissentence).”

 

7.                                       On and after the Fifth Amendment Effective Date, Section 8.09(b) ofthe Credit Agreement shall be amended by inserting the following sentence atthe end of said Section:

 

“Notwithstandinganything to the contrary contained in this Section 8.09(b) or any PledgeAgreement, with the prior consent of the Administrative Agent (which may begranted or withheld by the Administrative Agent in its sole discretion), (x)Wholly-Owned Foreign Subsidiaries of the Parent shall be permitted to ownEquity Interests in Qualified Obligors organized in a Qualified Juridiction(other than the United States), so long as (i) such Equity Interests are issuedto such Wholly-Owned Foreign Subsidiary in exchange for assets equal to thefair market value of such Equity Interests and (ii) the assets contributed tosuch Qualified Obligor are promptly pledged to the Collateral Agent for thebenefit of the Secured Creditors pursuant to existing Security Documents or, ifdeemed necessary or desirable by the Collateral Agent, new Security Documentsin form and substance satisfactory to the Collateral Agent, (y) Wholly-OwnedForeign Subsidiaries which are not Qualified Obligors shall be permitted toissue Equity Interests

 

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toother Wholly-Owned Subsidiaries which are not Qualified Obligors, so long assuch Equity Interests are issued to such Wholly-Owned Foreign Subsidiary inexchange for assets equal to the fair market value of such Equity Interests and(z) Qualified Obligors organized in Non-US Qualified Jurisdictions shall bepermitted to issue Equity Interests to Qualified Obligors organized in Non-USQualified Jurisdictions in exchange for assets equal to the fair market valueof such Equity Interests, so long as (i) the Collateral Agent has a valid andperfected security interest in the Equity Interest so issued and (ii) theassets contributed to the respective Qualified Obligor are promptly pledged tothe Collateral Agent for the benefit of the Secured Creditor pursuant toexisting Security Documents or, if deemed necessary or desirable by theCollateral Agent, new Security Documents in form and substance satisfactory tothe Collateral Agent; provided that the aggregate fair market value ofall assets transferred pursuant to this sentence shall not exceed$400,000,000.”

 

8.                                       On and after theFifth Amendment Effective Date, Section 8.20(a) of the Credit Agreement shallbe amended by inserting the text “(other than (i) of one or more QualifiedSubsidiary Guarantors and (ii) Buhrmann Silver US LLC, in each case,  if same (x) have been transferred to, or areowned by, (A) Burhmann International B.V. or (B) a Wholly-Owned DomesticSubsidiary of the Parent which is Qualified Subsidiary Guarantor and a director indirect holding company of the Borrower, in accordance with provisions ofSections 8.09(a) and (y) continue to be held by Burhmann International B.V., orsuch Qualified Subsidiary Guarantor, as the case may be)” immediately precedingthe period at the end of said Section.

 

9.                                       On and after theFifth Amendment Effective Date, Section 9.02(xvii) of the Credit Agreementshall be amended by inserting the text “(other than with respect to one or morePermitted Acquisitions consummated in any fiscal year of the Parent, where theaggregate consideration paid in connection therewith (determined in accordancewith clause (z) below) does not exceed $15,000,000)” at the end of clause (y)appearing in said Section.

 

10.                                 On and after theFifth Amendment Effective Date, Section 9.03(viii) of the Credit Agreementshall be amended by (i) inserting the text “, it being understood and agreedthat the aggregate amount of Dividends paid in respect of the Parent PreferenceShares A in any fiscal year of the Parent pursuant to this clause (A) shall notexceed €11,200,000, provided that to the extent the aggregate amount ofDividends paid pursuant to this clause (A) are less than €11,200,000 in anyfiscal year of the Parent (beginning with fiscal year 2002), the differencebetween the amount paid in such fiscal year and €11,200,000, may be carriedforward and used to pay Dividends in respect of the Parent Preference Shares Ain succeeding fiscal years” immediately preceding the comma at the end ofclause (A) of said Section, (ii) inserting the reference “(i)” immediatelypreceding the text “in the case of each of foregoing” appearing in the thirdproviso in said Section and (iii) inserting the following text immediatelypreceding the semicolon at the end of said Section “and (ii) in the case of theforegoing clause (C) (including the provisos thereto), after giving effect tothe respective payment of Dividends, the Consolidated Leverage Ratio shall beless than or equal to 3.75:1:00”.

 

11.                                 On and after theFifth Amendment Effective Date, Section 9.05(ii) of the Credit Agreement shallbe amended by inserting the text immediately preceding the semicolon at the endof said Section:

 

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“, providedthat at any time Revolving Loans or Swingline Loans are outstanding, theaggregate amount of cash and Cash Equivalents permitted to be held by Parentand its Subsidiaries shall not exceed $50,000,000 for any period of five (5)consecutive Business Days”.

 

12.                                 On and after theFifth Amendment Effective Date, Section 9.05(xiv) of the Credit Agreement shallbe amended by (i) deleting the amount “$50,000,000” appearing in said Sectionand inserting the amount “$15,000,000” in lieu thereof and (ii) inserting thefollowing proviso immediately preceding the period at the end of said Section:

 

“, providedthat at any time the Consolidated Leverage Ratio is less than 3.75:1.00, (andwill remain so after the making of each Investment made pursuant to thisproviso), the amount set forth above in this clause (xiv) shall instead bedeemed to be “50,000,000” (it being understood and agreed that, at any timewhen this proviso is not applicable, Investments made pursuant hereto shall bepermitted to remain outstanding, but shall be taken into account in determiningwhether additional Investments may be made pursuant to this clause (xiv)(without the benefits of this proviso))”.

 

13.                                 On and after theFifth Amendment Effective Date, Section 9.08(a) of the Credit Agreement shallbe amended by (i) deleting the table appearing in said Section in its entiretyand inserting the following new table in lieu thereof:

 
| **Fiscal  Year of Parent****Ended In** |   | **Amount** |        |
|----------------------------------------|--------|------------|-------------|
|                                   |   |       |        |
| 2002                                   |   | $          | 121,000,000 |   |
|                                   |   |       |        |
| 2003  and thereafter                   |   | $          | 105,000,000 |   |

 

and (ii) inserting the following textimmediately following the end of the table appearing in said Section:

 

“; providedthat at any time the Consolidated Leverage Ratio is less than or equal to3.75:1.00, (and will remain so after the making of each Capital Expendituremade pursuant to this proviso), the amount set forth in the table above underthe column “Amount” shall instead be deemed to be “$150,000,000” (it beingunderstood and agreed that at any time when this proviso is not applicable,Capital Expenditures that were previously made in reliance upon this provisoshall be permitted, but shall be taken into account in determining whetheradditional Capital Expenditures may be made pursuant to this Section 9.08(a)(without the benefit of this proviso)).”

 

14.                                 On and after theFifth Amendment Effective Date, Section 9.08(b) of the Credit Agreement shallbe amended by deleting the parenthetical clause “(beginning with fiscal year2000)” and inserting the parethetical clause “(beginning with fiscal year2002)” in lieu thereof.

 

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15.                                 On and after theFifth Amendment Effective Date, Section 9.09 of the Credit Agreement shall beamended by replacing the table entries for December 31, 2002 through andincluding the entry for December 31, 2003 and thereafter with the following newtable entries:

 
| **Fiscal Quarter Ended Closest To** |   | **Ratio** |   |
|-------------------------------------|--------|-----------|--------|
|                                |   |      |   |
| December  31, 2002                  |   | 2.45:1.00 |   |
|                                |   |      |   |
| March  31, 2003                     |   | 2.25:1.00 |   |
| June  30, 2003                      |   | 2.15:1.00 |   |
| September  30, 2003                 |   | 2.20:1.00 |   |
| December  31, 2003                  |   | 2.20:1.00 |   |
|                                |   |      |   |
| March  31, 2004 and thereafter.     |   | 3:00:1.00 |   |

 

16.                                 On and after theFifth Amendment Effective Date, Section 9.10 of the Credit Agreement shall beamended by replacing the table entries for September 30, 2003 and December 31,2003 with the following new table entries:

 
| **Fiscal Quarter Ended Closest To** |   | **Ratio** |   |
|-------------------------------------|--------|-----------|--------|
|                                |   |      |   |
| September  30, 2003                 |   | 0.95:1.00 |   |
| December  31, 2003                  |   | 0.90:1.00 |   |

 

17.                                 On and after theFifth Amendment Effective Date, Section 9.11 of the Credit Agreement shall beamended to read in its entirety as follows:

 

9.11                           Maximum ConsolidatedLeverage Ratio. Each Credit Agreement Party agrees that it will not permit theConsolidated Leverage Ratio at any time during a period described below to begreater than the ratio set forth opposite such period below:

 
| **Period**                                                                                                                                                                       |   | **Ratio**  |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------|--------|
|                                                                                                                                                                             |   |       |   |
| Last  day of Parent’s fiscal quarter ended closest to September 30, 2002 to but  excluding the last day of the Parent’s fiscal quarter ended closest to June  30, 2003 |   | 4.50:1.00  |   |
|                                                                                                                                                                             |   |       |   |
| Last  day of Parent’s fiscal quarter ended closest to June 30, 2003 to but  excluding the last day of the Parent’s fiscal quarter ended closest to  December 31, 2003  |   | 4.75:1.00  |   |
|                                                                                                                                                                             |   |       |   |
| Last  day of Parent’s fiscal quarter ended closest to December 31, 2003 to but  excluding the last day of the Parent’s fiscal quarter ended closest to March  31, 2004 |   | 4.60:1.00  |   |
|                                                                                                                                                                             |   |       |   |
| Thereafter                                                                                                                                                                       |   | 3.00:1.00. |   |

 

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18.                                 On and after theFifth Amendment Effective Date, the definitions of “Applicable CommitmentCommission Percentage” and “Applicable Margin” appearing in Section 11.01 ofthe Credit Agreement shall each be amended by deleting the chart appearing insaid definitions and inserting the following chart in lieu thereof:

 
| **Consolidated****Leverage Ratio**                         |   | **Applicable Margin********for Tranche A Dollar********Term Loans,********Revolving Loans and********Swingline Loans********maintained as****Base Rate Loans** |   | **Applicable Margin********for Tranche A Term********Loans, Revolving********Loans and Swingline********Loans maintained as********Euro****Rate Loans** |   | **Applicable Margin********for Tranche B Term********Loans maintained as********Base****Rate Loans** |   | **Applicable********Margin********for Tranche B Term********Loans as Euro****Rate Loans** |   | **Applicable********Commitment********Commission****Percentage** |   |
|------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------|--------|
| Greater  than4.50:1.00                                     |   | 2.750                                                                                                                                                          | %      | 3.750                                                                                                                                                   | %      | 3.500                                                                                                | %      | 4.500                                                                                     | %      | 0.500                                                            | %      |
| Greater  than4.25:1.00 but less than or equal to 4.50:1.00 |   | 2.500                                                                                                                                                          | %      | 3.500                                                                                                                                                   | %      | 3.250                                                                                                | %      | 4.250                                                                                     | %      | 0.500                                                            | %      |
| Greater  than3.75:1:00 but less than or equal to 4.25:1.00 |   | 2.250                                                                                                                                                          | %      | 3.250                                                                                                                                                   | %      | 3.000                                                                                                | %      | 4.000                                                                                     | %      | 0.500                                                            | %      |
| Greater  than3.25:1.00 but less than or equal to 3.75:1.00 |   | 1.375                                                                                                                                                          | %      | 2.375                                                                                                                                                   | %      | 2.250                                                                                                | %      | 3.250                                                                                     | %      | 0.500                                                            | %      |
| Greater  than2.75:1.00 but less than or equal to 3.25:1.00 |   | 1.125                                                                                                                                                          | %      | 2.125                                                                                                                                                   | %      | 2.250                                                                                                | %      | 3.250                                                                                     | %      | 0.500                                                            | %      |
| Greater  than2.25:1.00 but less than or equal to 2.75:1.00 |   | 0.875                                                                                                                                                          | %      | 1.875                                                                                                                                                   | %      | 2.250                                                                                                | %      | 3.250                                                                                     | %      | 0.500                                                            | %      |
| Less  than or equal to2.25:1.00                            |   | 0.500                                                                                                                                                          | %      | 1.500                                                                                                                                                   | %      | 2.250                                                                                                | %      | 3.250                                                                                     | %      | 0.450                                                            | %      |

 

Notwithstandingthe foregoing, and for the avoidance of doubt, the Applicable Margins for thedetermination of the accrual of interest for all periods to (but excluding) theFifth Amendment Effective Date shall be as set forth in the definition of“Applicable Margin” as in effect

 

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immediatelyprior to the Fifth Amendment Effective Date, with the foregoing to apply forall accruals of interest from (and including) the Fifth Amendment EffectiveDate.

 

19.                                 Onand after the Fifth Amendment Effective Date, the definition of “ConsolidatedEBITDA” appearing in Section 11.01 of the Credit Agreement shall be amended by(i) deleting the word “and” appearing at the end of clause (vi) of the secondsentence of said definition and inserting a comma in lieu thereof and (ii)inserting the following text immediately preceding the period at the end of thesecond sentence of said definition:

 

“and(viii) one-time charges (including restructuring charges) occurring during suchperiod to the extent not already included above; provided thatConsolidated EBITDA for any period shall be reduced by the aggregate amount ofall cash payments made during such period in respect of any amounts previouslyexcluded pursuant to clauses (i), (iv), (v) and/or (viii) of this sentence,whether in such period or a prior period”.

 

20.                                 On and after theFifth Amendment Effective Date, the definition of “Minimum RequiredConsolidated Leverage Ratio” shall be amended by deleting said definition inits entirety and inserting the following new definition in lieu thereof:

 

“Minimum Required Consolidated Leverage Ratio”at any time shall mean the lesser of (i) the then applicable ratio as set forthin the table appearing in Section 9.11, adjusted, for all periods by decreasingthe numerator (i.e., the first number appearing in each ratio) by 0.50and (ii) 3:75:1.00.

 

21.                                 Onand after the Fifth Amendment Effective Date, the definition of “PermittedAcquisition” shall be amended by (i) deleting the text”, in the case of each$50 Million Permitted Acquisition,” appearing in clause (D) of said definitionand (ii) inserting immediately prior to the period at the end of saiddefinition the text “; provided however, that so long as no Default orEvent of Default shall exist at the time of the respective PermittedAcquisition or after giving effect thereto, the Parent or its Wholly-OwnedSubsidiaries may consummate one or more Permitted Acquisitions in any fiscalyear of the Parent without complying with the conditions set forth in clauses(D) and (E) above (and the officer’s certificate, if any, required to be deliveredpursuant to clause (G) above shall not be required to certify compliance withsuch conditions), so long as the aggregate consideration paid (determined asprovided in clause (A) above) for all Permitted Acquisitions effected pursuantto this proviso during any fiscal year of the Parent does not exceed$15,000,000”.

 

II.                                     Miscellaneous.

 

1.                                       In order to inducethe Lenders to enter into this Fifth Amendment, each of the Parent and theBorrower hereby represents and warrants to each of the Lenders that (i) allrepresentations and warranties contained in the Credit Agreement and in theother Credit Documents are true and correct in all material respects on and asof the Fifth Amendment Effective Date and after giving effect to this FifthAmendment (unless such representations and warranties relate to a specificearlier date, in which case such representations and warranties shall be trueand correct as of such earlier date) and (ii) there exists no Default or Eventof Default on the Fifth Amendment Effective Date after giving effect to thisFifth Amendment.

 

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2.                                       The Parent and theAdministrative Agent hereby acknowledge that the primary purpose of theamendment to the definition of “Consolidated EBITDA” contained in this FifthAmendment is not to decrease the pricing under the Credit Agreement.

 

3.                                       This Fifth Amendment is limited as specified and shall notconstitute a modification, acceptance or waiver of any other provision of theCredit Agreement or any other Credit Document.

 

4.                                       This Fifth Amendment may be executed in any number of counterpartsand by the different parties hereto on separate counterparts, each of whichcounterparts when executed and delivered shall be an original, but all of whichshall together constitute one and the same instrument.  A complete set of counterparts executed byall the parties hereto shall be lodged with the Borrower and the AdministrativeAgent.

 

5.                                       **THISFIFTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALLBE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEWYORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.**

 

6.                                       This Fifth Amendmentshall become effective on the date (the “Fifth Amendment Effective Date”)when each of the Parent, the Borrower and the Required Lenders shall havesigned a counterpart hereof (whether the same or different counterparts) andshall have delivered (including, without limitation, by usage of facsimiletransmission) same to the Administrative Agent at its office located at 31 West52nd Street, 7th Floor, New York, NewYork. This Fifth Amendment and the agreements contained herein shall be bindingon the successors and assigns of the parties hereto.

 

7.                                       From and after theFifth Amendment Effective Date, all references in the Credit Agreement and eachof the other Credit Documents to the Credit Agreement shall be deemed to bereferences to the Credit Agreement as amended, modified or supplemented hereby.

 

8.                                       The Borrower hereby covenants and agrees that, so long as the FifthAmendment Effective Date occurs, it shall pay to each Lender which executes anddelivers to the Administrative Agent (or its designee) a counterpart hereof by2:00 p.m. (New York time) on December 2, 2002 (or, if later, on the Fifth AmendmentEffective Date), a non-refundable cash fee (the “Consent Fee”) in anamount equal to 0.25% of the aggregate outstanding principal amount of TermLoans (taking the Dollar Equivalent of any Euro Denominated Term Loans) and theRevolving Loan Commitment of such Lender, in each case as same is in effect onthe Fifth Amendment Effective Date immediately prior to giving effect hereto,which fees shall be paid by the Borrower to the Administrative Agent fordistribution to the Lenders not later than the second Business Day followingthe Fifth Amendment Effective Date.

 

*     *     *

 

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IN WITNESS WHEREOF, the parties hereto have causedtheir duly authorized officers to execute and deliver this Fifth Amendment asof the date first above written.

 
| BUHRMANN  N.V.                            |
|-------------------------------------------|
| By:  /s/ F. F. Waller                     |   |
| Name:  F. F. Waller                       |
| Title:  Chief Financial Officer           |
| By:  /s/ C. Bangma                        |   |
| Name:  C. Bangma                          |
| Title:  Group Treasurer                   |
|                                      |
| BUHRMANN  US INC.,                        |
| By:  /s/ F. F. Waller                     |   |
| Name:  F. F. Waller                       |
| Title:  Executive President               |
| By:  /s/ C. Bangma                        |   |
| Name:  C. Bangma                          |
| Title: President/ Group  Treasurer        |
|                                      |
| BANKERS  TRUST COMPANY AMERICAS,          |
| Individually  and as Administrative Agent |
| By:  /s/ Susan L. LeFevre                 |   |
| Name:  Susan L LeFevre                    |
| Title:  Director                          |
|                                      |
| DEUTSCHE  BANK SECURITIES INC.,           |
| as  Lead Arranger and Sole Book Manager   |
| By:  /s/ Daniel Toscano                   |   |
| Name:  Daniel Toscano                     |
| Title: Managing Director                  |
| By: /s/ Robert W. Hevner                  |   |
| Name: Robert W. Hevner                    |
| Title: Managing  Director                 |

 

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| Acknowledged  and Agreed to:                                                   |
|--------------------------------------------------------------------------------|
| Brabantse  Poort B.V.                                                          |
| Buhrmann  Financieringen B.V. (f/k/a KNP BT Financieringen B.V.)               |
| Buhrmann  Fined B.V. (f/k/a Finbelco B.V.)                                     |
| Buhrmann  II B.V. (f/k/a KNP BT II B.V.)                                       |
| Buhrmann  International B.V.                                                   |
| Buhrmann  Nederland B.V.                                                       |
| Buhrmann  Nederland Holding B.V. (f/k/a Scadisbel B.V.)                        |
| Buhrmann  Office Products Austria B.V.                                         |
| Buhrmann  Office Products Nederland BV (f/k/a/ Corporate Express Benelux B.V.) |
| Buhrmann  Stafdiensten B.V.                                                    |
| Buhrmann-Ubbens  B.V.                                                          |
| Corporate  Express Beverwijk B.V.                                              |
| Corporate  Express Document Automatisering B.V.                                |
| Corporate  Express Europe B.V. (f/k/a BT Office Products Europe B.V.)          |
| Corporate Express Holding B.V.                                                 |
| Dingler Kantoor Centrum BV                                                     |
| DocVision B.V.                                                                 |
| Driem Papier BV                                                                |
| Jonkers Internationaal B.V.                                                    |
| KNP Nederland (Holding) B.V.                                                   |
| KNP Nederland B.V.                                                             |
| Papiermaatschappij Amsterdam-West B.V.                                         |
| Proost en Brandt B.V.                                                          |
| Rhosili Amsterdam C.V.                                                         |
| Store Office Paper B.V.                                                        |
| Tetterode-Nederland B.V.                                                       |
| VRG Insurances B.V.                                                            |
|                                                                           |
|                                                                           |
| By:  /s/ Heidi van der Kooij                                                   |   |
| Name:  Heidi van der Kooij                                                     |
| Title: Proxy Holder                                                            |
| On  behalf of each of the above Subsidiary Guarantors                          |

 

11

----

 
| Acknowledged  and Agreed to:                                                          |
|---------------------------------------------------------------------------------------|
| Buhrmann Beteiligungen Deutschland GmbH                                               |
| Buhrmann Holding GmbH & Co. KG                                                    |
| Buhrmann Holding Verwaltungs GmbH                                                     |
| Corporate Express Deutschland GmbH (f/k/a Buhrmann  Office Products Deutschland GmbH) |
| Corporate  Express Deutschland GmbH & Co. Vertriebs KG (f/k/a Buhrmann            |
| Office  Products GmbH & Co. Vertriebs KG)                                         |
| Corporate  Express GmbH (f/k/a Büroeinrichtungshaus Röth GmbH)              |
| Corporate  Express GmbH (f/k/a Keller Büromatic GmbH)                            |
| Corporate  Express Verwaltungs GmbH (f/k/a Buhrmann Office Products Verwaltungs GmbH) |
| Deutsche Papier Grundstücks GmbH & Co. KG                                    |
| Deutsche Papier Holding GmbH                                                          |
| Deutsche Papier Vertriebs GmbH                                                        |
| FSMA Verwaltungs-und Beteiligungs GmbH                                                |
| Joseph Fröhlen  Papiergrosshandlung - Willi Reddemann Import Export GmbH         |
|                                                                                  |
|                                                                                  |
| By:  /s/ Heidi Van der Kooij                                                          |   |
| Name:  Heidi van der Kooij                                                            |
| Title: Proxy Holder                                                                   |
| On  Behalf of each of the above                                                       |
| Subsidiary  Guarantors                                                                |
|                                                                                  |
| Acknowledged  and Agreed to:                                                          |
| Buhrmann  Europcenter N.V.                                                            |
| By:  /s/ Heidi van der Kooij                                                          |   |
| Name: Heidi van der Kooij                                                             |
| Title:  Proxy Holder                                                                  |
| On  Behalf of the above Subsidiary Guarantor                                          |

 

12

----

 
| *Acknowledged and Agreed to:*                         |
|-------------------------------------------------------|
| Adhesive and Display Products Ltd.                    |
| Buhrmann UK Ltd.                                      |
| Contract  Paper Ltd.                                  |
| Copygraphic Plc.                                      |
| Corporate Express (Holdings) Ltd.                     |
| Howard Smith Paper Ltd.                               |
| The Howard Smith Paper Group Ltd.                     |
| W.  Lunnon & Company Ltd.                         |
| The M6  Paper Group Ltd.                              |
| Pinnacle Film & Board Sales Ltd.                  |
| Ramchester Furnishings International Ltd.             |
| Retail Concept Packaging Ltd.                         |
| Robert  Horne Group Plc.                              |
| Robert  Horne Paper Company Ltd.                      |
| Savory Paper Ltd.                                     |
| Trade Paper Ltd.                                      |
|                                                  |
| By:  /s/ Heidi van der Kooij                          |   |
| Name:  Heidi van der Kooij                            |
| Title: Proxy Holder                                   |
| On  Behalf of each of the above Subsidiary Guarantors |

 

13

----

 
| *Acknowledged and Agreed to:*                           |
|---------------------------------------------------------|
| ASAP Software Express, Inc.                             |
| BTOP USA Corp.                                          |
| BTOPI Holding (U.S.)                                    |
| Buhrmann Swaps, Inc.                                    |
| Corporate Express Delivery Systems - Expedited, Inc.    |
| Corporate Express Document & Print Management  Inc. |
| Corporate Express Office Products, Inc.                 |
| Corporate  Express of Texas, Inc.                       |
| Corporate  Express Promotional Marketing, Inc.          |
| Corporate Express Real Estate, Inc.                     |
| Distribution Resources Co.                              |
| Kelly Paper Company                                     |
| Moore Labels, Inc.                                      |
| License Technologies Group, Inc.                        |
| Corporate  Express Philadelphia Real Estate. Inc.       |
|                                                    |
| By:  /s/ Heidi van der Kooij                            |   |
| Name:  Heidi van der Kooij                              |
| Title: Proxy Holder                                     |
| On  Behalf of each of the above Subsidiary Guarantors   |

 

14

----

 
| ABN  AMRO Bank                               |
|----------------------------------------------|
| By:  /s/ F.L.D. Mivard                       |   |
| Name:  F.L.D. Mivard                         |
| Title:  SENIOR VICE PRESIDENT                |
|                                         |
|                                         |
| AERTES  FINANCE-II LTD                       |
| By:  INVESCO Senior Secured Management, Inc. |
| as  Sub-ManagingAgent                        |
| By:  /s/                                     |   |
| Name:                                        |
| Title:                                       |
|                                         |
|                                         |
| AIM FLOATING RATE FUND                       |
| By: INVESCO Senior Secured  Management, Inc. |
| As Attorney in fact                          |
| By: /s/                                      |   |
| Name:                                        |
| Title:                                       |
|                                         |
|                                         |
| AIMCO CDO SERIES 2000-A                      |
| By: /s/ Chris Goergen                        |   |
| Name: Chris Goergen                          |
| Title: Authorized Signatory                  |
| By:  /s/ Dorothy E. Even                     |   |
| Name:  Dorothy E. Even                       |
| Title:  Authorized Signatory                 |
|                                         |
|                                         |
| AIMCO  CDO SERIES 2001-A                     |
| By:  /s/ Chris Goergen                       |   |
| Name:  Chris Goergen                         |
| Title: Authorized Signatory                  |
| By:  /s/ Dorothy E. Even                     |   |
| Name: Dorothy E. Even                        |
| Title: Authorized Signatory                  |

 

15

----

 
| ALLSTATE LIFE INSURANCE COMPANY                                         |
|-------------------------------------------------------------------------|
| By:  /s/ Chris Goergen                                                  |   |
| Title: Authorized Signatory                                             |   |
| Name:  Chris Goergen                                                    |
| By:  /s/ Dorothy E. Even                                                |   |
| Name:  Dorothy E. Even                                                  |
| Title: Authorized Signatory                                             |
|                                                                    |
|                                                                    |
| AMERICAN EXPRESS CERTIFICATE COMPANY                                    |
| By:  American Express Asset Management Group Inc. as Collateral Manager |
| By:  /s/ Steven B. Staver                                               |   |
| Name:  Steven B. Staver                                                 |
| Title:  Managing Director                                               |
|                                                                    |
|                                                                    |
| ARCHIMEDES  FUNDING, LLC.                                               |
| BY:  ING Capital Advisors LLC., as Collateral Manager                   |
| By:  /s/ Gordon Cook                                                    |   |
| Name:  Gordon Cook                                                      |
| Title:  Senior Vice President & Portfolio Manager                   |
|                                                                    |
|                                                                    |
| ARCHIMEDES  FUNDING II, LTD.                                            |
| BY:  ING Capital Advisors LLC., as Collateral Manager                   |
| By:  /s/ Gordon Cook                                                    |   |
| Name:  Gordon Cook                                                      |
| Title: Senior Vice President & Portfolio Manager                    |
|                                                                    |
|                                                                    |
| ARCHIMEDES  FUNDING III, LTD.                                           |
| BY:  ING Capital Advisors LLC., as Collateral Manager                   |
| By:  /s/ Gordon Cook                                                    |   |
| Name:  Gordon Cook                                                      |
| Title:  Senior Vice President & Portfolio Manager                   |

 

16

----

 
| ARCHIMEDES  FUNDING IV (CAYMAN), LTD.                 |
|-------------------------------------------------------|
| BY:  ING Capital Advisors LLC., as Collateral Manager |
| By:  /s/ Gordon Cook                                  |   |
| Name:  Gordon Cook                                    |
| Title:  Senior Vice President & Portfolio Manager |
|                                                  |
|                                                  |
| Ares  III CLO Ltd.                                    |
| By:  Ares CLO Management, LLC                         |
| Its:  Investment Manager                              |
| By:  /s/ Seth J. Brufsky                              |   |
| Name:  Seth J. Brufsky                                |
| Title:  Vice President                                |
|                                                  |
|                                                  |
| Ares  IV CLO LTD.                                     |
| By:  Ares CLO Management IV, L.P.                     |
| Its:  Investment Manager                              |
| By:  Ares CLO GP IV, LLC                              |
| Its:  Managing Member                                 |
| By:  /s/ Seth J. Brufsky                              |   |
| Name:  Seth J. Brufsky                                |
| Title:  Vice President                                |
|                                                  |
|                                                  |
| Ares V  CLO Ltd.                                      |
| By:  Ares CLO GP V, LLC                               |
| Its:  Managing Member                                 |
| By:  /s/ Seth J. Brufsky                              |   |
| Name:  Seth J. Brufsky                                |
| Title:  Vice President                                |
|                                                  |
|                                                  |
| Ares  VI CLO Ltd.                                     |
| By:  Ares CLO GP VI, LLC                              |
| Its:  Managing Member                                 |
| By:  /s/ Seth J. Brufsky                              |   |
| Name:  Seth J. Brufsky                                |
| Title:  Vice President                                |

 

17

----

 
| AVALON  CAPITAL LTD.                                              |
|-------------------------------------------------------------------|
| By:  INVESCO Senior Secured Management, Inc. as Portfolio Advisor |
| By:  /s/                                                          |   |
| Name:                                                             |
| Title:                                                            |
|                                                              |
|                                                              |
| AVALON  CAPITAL LTD. 2                                            |
| By:  INVESCO Senior Secured Management, Inc. as Portfolio Advisor |
| By:  /s/                                                          |   |
| Name:                                                             |
| Title:                                                            |
|                                                              |
|                                                              |
| AXA  INVESTMENT MANAGERS PARIS S.A.                               |
| for and on  behalf of                                             |
| CONCERTO  I B.V.                                                  |
| By:  /s/ Nathalie Savey                                           |   |
| Name:  Nathalie SAVEY                                             |
| Title:                                                            |
| By:  /s/ Jocelyne Rallo                                           |   |
| Name:  Jocelyne Rallo                                             |
| Title:                                                            |
|                                                              |
|                                                              |
| AXA  INVESTMENT MANAGERS PARIS S.A.                               |
| for and on  behalf of                                             |
| CONCERTO  2 B.V.                                                  |
| By:  /s/ Nathalie Savey                                           |   |
| Name:  Nathalie Savey                                             |
| Title:                                                            |
| By: /s/ Jocelyne Rallo                                            |   |
| Name:  Jocelyne Rallo                                             |
| Title:                                                            |

 

18

----

 
| AXA INVESTMENT  MANAGERS PARIS S.A.                   |
|-------------------------------------------------------|
| for and on  behalf of                                 |
| ECU  EUK CREDIT PLUS CDO B.V.                         |
| By:  /s/ Nathalie Savey                               |   |
| Name:  Nathalie Savey                                 |
| Title:                                                |
| By: /s/ Jocelyne Rallo                                |   |
| Name:  Jocelyne Rallo                                 |
| Title:                                                |
|                                                  |
|                                                  |
| BALANCED  HIGH-YIELD FUND II, LTD.                    |
| By:  ING Capital Advisors LLC                         |
| as  Asset Manager                                     |
| By:  /s/ Gordon Cook                                  |   |
| Name:  Gordon Cook                                    |
| Title:  Senior Vice President & Portfolio Manager |
|                                                  |
|                                                  |
| BANK  AUSTRIA CREDITANSTALT AG                        |
| By:  /s/ Gernot Herschl                               |   |
| Name:  Gernot Herschl                                 |
| Title:  General Manager                               |
| By:  /s/ Thomas Klenner                               |   |
| Name: Thomas Klenner                                  |
| Title: Senior Manager                                 |
|                                                  |
|                                                  |
| THE  BANK OF NEW YORK                                 |
| By:  /s/ Robert Besser                                |   |
| Name:  Robert Besser                                  |
| Title: Vice President                                 |
|                                                  |
|                                                  |
| BANK  POLSKA KASA OPIEKI SA,                          |
| By:  /s/ Barry W. Henry                               |   |
| Name:  Barry W. Henry                                 |
| Title: Vice President                                 |

 

19

----

 
| BANCO  COMERCIAL PORTUGUES                                                       |
|----------------------------------------------------------------------------------|
| By:  /s/ Joao Bugalho                                                            |   |
| Name:  Joao Bugalho                                                              |
| Title:  Deputy General Manager                                                   |
| By:  /s/ Graham Male                                                             |   |
| Name: Graham Male                                                                |
| Title: Senior Manager                                                            |
|                                                                             |
|                                                                             |
| BARCLAYS  CAPITAL                                                                |
| By:  /s/ Ken Mactavish                                                           |   |
| Name: Ken Mactavish                                                              |
| Title: Managing  Director                                                        |
|                                                                             |
|                                                                             |
| BARCLAYS  CAPITAL ASSET MANAGEMENT                                               |
| acting  as advised to The Funds                                                  |
| By:  /s/ Faith Bartlett                                                          |   |
| Name: Faith Bartlett                                                             |
| Title: Portfolio  Manager                                                        |
| The Funds:                                                                       |
| Bleu Eagle CDO I S.A.                                                            |
| Jubilee CDO I B.V.                                                               |
| Jubilee CDO II B.V.                                                              |
|                                                                             |
|                                                                             |
| BATTERSON  PARK CBO I                                                            |
| By:  General Re - New England Asset Management, Inc., as Collateral Manager      |
| By:  /s/ Juan Borworth                                                           |   |
| Name:  Juan Borworth                                                             |
| Title: Vice President                                                            |
|                                                                             |
| Battery  Park CDO, Limited                                                       |
|                                                                             |
|                                                                             |
| By:  Nomura Corporate Research and Asset Management, Inc., as Investment Advisor |
| By:  /s/ Elizabeth MacLean                                                       |   |
| Name:  Elizabeth MacLean                                                         |
| Title: Vice President                                                            |

 

20

----

 
| Bingham  CDO L.P.                                               |
|-----------------------------------------------------------------|
| By:  /s/ Kaitlin Trinh                                          |   |
| Name: Kaitlin Trinh                                             |
| Title: Fund Controller                                          |
|                                                            |
|                                                            |
| BNP  PARIBAS                                                    |
| By:  /s/ Lee S. Buckner                                         |   |
| Name: LEE S. BUCKNER                                            |
| Title:  MANAGING DIRECTOR                                       |
| By:  /s/ Susan M. Bowes                                         |   |
| Name:  SUSAN M. BOWES                                           |
| Title: DIRECTOR                                                 |
|                                                            |
|                                                            |
| Bryn  Mawr CLO, Ltd                                             |
| By:  Deerfield Capital Management LLC as its Collateral Manager |
| By:  /s/ Mark E. Wittnebel                                      |   |
| Name:  MARK E. WITTNEBEL                                        |
| Title:  SR. VICE PRESIDENT                                      |
|                                                            |
|                                                            |
| CAPTIVA  FINANCE LTD., Lender                                   |
| By:  /s/ David Dyer                                             |   |
| Name: David Dyer                                                |
| Title: Director                                                 |
|                                                            |
|                                                            |
| Carlyle  High Yield Partners, L.P.                              |
| By:  /s/ Linda Pace                                             |   |
| Name:  LINDA PACE                                               |
| Title: PRINCIPAL                                                |
|                                                            |
|                                                            |
| Carlyle  High Yield Partners II, Ltd                            |
| By: /s/ Linda Pace                                              |   |
| Name:  LINDA PACE                                               |
| Title:  PRINCIPAL                                               |

 

21

----

 
| Carlyle High Yield Partners III, Ltd                                    |
|-------------------------------------------------------------------------|
| By: /s/ Linda Pace                                                      |   |
| Name:  LINDA PACE                                                       |
| Title:  PRINCIPAL                                                       |
| Carlyle  High Yield Partners IV, Ltd                                    |
| By: /s/ Linda Pace                                                      |   |
| Name:  LINDA PACE                                                       |
| Title:  PRINCIPAL                                                       |
|                                                                    |
|                                                                    |
| Centrale  Coöperatieve Raiffeisen-Boerenleenbank B.A.              |
| (RABOBANK  NEDERLAND)                                                   |
| By:  /s/ Cees de Vries                                                  |   |
| Name:  Cees de Vries                                                    |
| Title:  Proxy AB                                                        |
| By:  /s/ Hans E. von Imhoff                                             |   |
| Name:  Hans E. von Imhoff                                               |
| Title:  Proxy B                                                         |
|                                                                    |
|                                                                    |
| CENTURION  CDO I, LIMITED                                               |
| By: American Express Asset Management Group Inc.  As Collateral Manager |
| By:  /s/ Leanne Stravakis                                               |   |
| Name: Leanne Stravakis                                                  |
| Title:  Director Operations                                             |
|                                                                    |
| CENTURION  CDO III, LIMITED                                             |
| By: American Express Asset  Management Group Inc. As Collateral Manager |
| By:  /s/ Leanne Stravakis                                               |   |
| Name: Leanne Stravakis                                                  |
| Title: Director Operations                                              |

 

22

----

 
| CENTURION CDO VI, LIMITED                                                        |
|----------------------------------------------------------------------------------|
| By: American Express Asset Management Group Inc. As  Collateral Manager          |
| By:  /s/ Leanne Stravakis                                                        |   |
| Name: Leanne Stravakis                                                           |
| Title:  Director Operations                                                      |
|                                                                             |
|                                                                             |
| CERES  FINANCE LTD.                                                              |
| By:  INVESCO Senior Secured Management, Inc. as Sub-Managing Agent               |
| By:  /s/                                                                         |   |
| Name:                                                                            |
| Title:Operations                                                                 |
|                                                                             |
|                                                                             |
| CHARTER VIEW  PORTFOLIO                                                          |
| By:  INVESCO Senior Secured Management, Inc. as Investment Advisor               |
| By:  /s/                                                                         |   |
| Name:                                                                            |
| Title:                                                                           |
|                                                                             |
|                                                                             |
| Chinatrust  Commercial Bank Ltd., New York Branch                                |
| By:  /s/ Eric Kan                                                                |   |
| Name: Eric Kan                                                                   |
| Title: SVP &  Lending Manager                                                |
|                                                                             |
|                                                                             |
| Clydesdale  CBO I, LTD.                                                          |
| By:  Nomura Corporate Research and Asset Management, Inc., as Investment Advisor |
| By:  /s/ Elizabeth MacLean                                                       |   |
| Name: Elizabeth MacLean                                                          |
| Title: Vice president                                                            |

 

23

----

 
| Clydesdale  CLO 2001-I, LTD                                                                                   |
|---------------------------------------------------------------------------------------------------------------|
| By:  Nomura Corporate Research and Asset Management, Inc., as Collateral Manager                              |
| By:  /s/ Elizabeth MacLean                                                                                    |   |
| Name: Elizabeth MacLean                                                                                       |
| Title:  Vice president                                                                                        |
|                                                                                                          |
| COMERICA  BANK                                                                                                |
| By:  /s/ George S. Ghareeb                                                                                    |   |
| Name:  GEORGE S. GHAREEB                                                                                      |
| Title:  Vice President                                                                                        |
|                                                                                                          |
| COMMERZBANK  (NEDERLAND) N.V.                                                                                 |
| By:  /s/ R. Rutloh                                                                                            |   |
| Name:  R. Rutloh                                                                                              |
| Title:  Managing Director                                                                                     |
| By:  /s/ G. Liebchen                                                                                          |   |
| Name:  G. Liebchen                                                                                            |
| Title: Managing Director                                                                                      |
|                                                                                                          |
|                                                                                                          |
| CREDIT INDUSTRIEL & COMMERCIAL                                                                            |
| By: /s/ Arnaud de Gromard                                                                                     |   |
| Name: Arnaud de GROMARD                                                                                       |
| Title: Senior Vice president                                                                                  |
| By: /s/ Pierre Latrobe                                                                                        |   |
| Name: Pierre LATROBE                                                                                          |
| Title: Director                                                                                               |
|                                                                                                          |
|                                                                                                          |
| CypressTree  Investment Management Company, Inc.                                                              |
| As:  Attorney-in-Fact and on behalf of First Allmerica Financial Life Insurance  Company as Portfolio Manager |
| By:  /s/ Jeffrey Megar                                                                                        |   |
| Name:  Jeffrey Megar                                                                                          |
| Title:  Principal                                                                                             |

 

24

----

 
| CypressTree  Investment Partners II, LTD.                                 |
|---------------------------------------------------------------------------|
| By:  CypressTree Investment Management Company, Inc. as Portfolio Manager |
| By:  /s/ Jeffrey Megar                                                    |   |
| Name:  Jeffrey Megar                                                      |
| Title:  Principal                                                         |
|                                                                      |
| Debt Strategies Fund, Inc..                                               |
| By:  /s/ Matthew Wallack                                                  |   |
| Name:  Matthew Wallack                                                    |
| Title:  AUTHORIZED SIGNATORY                                              |
|                                                                      |
| DANSKE  BANK A/S                                                          |
| By:  /s/ J.M. Barker                                                      |   |
| Name:  J.M. Barker                                                        |
| Title:  SENIOR MANAGER                                                    |
| By:  /s/ R. Lippold                                                       |   |
| Name:  R. Lippold                                                         |
| Title:  MANAGER                                                           |
| DRESDNER  BANK LUXEMBOURG S.A.                                            |
| By:  /s/ K. Diederich                                                     |   |
| Name:  K. Diederich                                                       |
| Title:  Senior Manager                                                    |
| By:  /s/ H. Brincker                                                      |   |
| Name:  H. Brincker                                                        |
| Title:  Assistant Manager                                                 |
|                                                                      |
| DRYDEN  LEVERAGED LOAN CDO 2002-II                                        |
| by:  Prudential Investment Management, Inc., as Collateral Manager        |
| By:  /s/ B. Ross Smead                                                    |   |
| Name:  B. Ross Smead                                                      |
| Title:  Vice President                                                    |
|                                                                      |
|                                                                      |
| DUCHESS  I CDO S.A.                                                       |
| By:  /s/ Ian Hazelton                                                     |   |
| Name:  Ian Hazelton                                                       |
| Title:  Chief Executive                                                   |
| Duke  Street Capital Debt Management Ltd                                  |

 

25

----

 
| ELT LTD.                                                                                               |
|--------------------------------------------------------------------------------------------------------|
| By: /s/ Ann E. Morris                                                                                  |   |
| Name:  ANN E. MORRIS                                                                                   |
| Title: AUTHORIZED AGENT                                                                                |
|                                                                                                   |
|                                                                                                   |
| ENDURANCE CLO I, LTD.                                                                                  |
| c/o ING Capital Advisors LLC.                                                                          |
| as Collateral Manager                                                                                  |
| By: /s/ Gordon Cook                                                                                    |   |
| Name:  Gordon Cook                                                                                     |
| Title:  Senior Vice President & Portfolio Manager                                                  |
|                                                                                                   |
|                                                                                                   |
| EUROCREDIT  CDO II BV                                                                                  |
| By: /s/ Sara Halbard                                                                                   |   |
| Name:  Sara Halbard                                                                                    |
| Title:  Under Power of Attorney                                                                        |
|                                                                                                   |
|                                                                                                   |
| FLEET  NATIONAL BANK                                                                                   |
| By:  /s/ Marwan Isbaih                                                                                 |   |
| Name:  MARWAN ISBAIH                                                                                   |
| Title:  Director                                                                                       |
|                                                                                                   |
| FOR AND ON BEHALF OF ING  CAPITAL MANAGEMENT, LTD AS COLLATERAL MANAGER FOR COPERNICUS CDO-I B.V. |
| By:  /s/ Herman Guelovani                                                                              |   |
| Name:  Herman Guelovani                                                                           |
| Title:  Vice President                                                                                 |
|                                                                                                   |
| FORTIS  CAPITAL CORP.                                                                                  |
| By:  /s/ Douglas Riahi                                                                                 |   |
| Name:  Douglas Riahi                                                                                   |
| Title:  Vice President                                                                                 |
| By:  /s/ Svein Engh                                                                                    |   |
| Name: Svein Engh                                                                                       |
| Title:  Managing Director                                                                              |

 

26

----

 
| FRANKLIN  CLO I, LTD.                 |
|---------------------------------------|
| By:  /s/ Richard Hsu                  |   |
| Name:  Richard Hsu                    |
| Title:  Vice President                |
|                                  |
|                                  |
| FRANKLIN  CLO II, Limted              |
| By:  /s/ Richard Hsu                  |   |
| Name:  Richard Hsu                    |
| Title:  Vice President                |
|                                  |
|                                  |
| FRANKLIN  CLO III, Limted             |
| By:  /s/ Richard Hsu                  |   |
| Name:  Richard Hsu                    |
| Title:  Vice President                |
|                                  |
| FRANKLIN  FLOATING RATE TRUST         |
| By:  /s/ Richard Hsu                  |   |
| Name:  Richard Hsu                    |
| Title:  Vice President                |
|                                  |
|                                  |
| GENERAL  ELECTRIC CAPITAL CORPORATION |
| By:  /s/ W. Jerome McDermott          |   |
| Name:  W. JEROME McDERMOTT            |
| Title:  DULY AUTHORIZED SIGNATORY     |
| GOLDMAN SACHS CREDIT PARTNERS L.P.    |
| By:  /s/ Tracey McCaffrey             |   |
| Name:  Tracey McCaffrey               |
| Title:  Authorized Signatory          |
|                                  |
|                                  |
| HAMILTON  CDO, LTD.                   |
| By:  Stanfield Capital Partners LLC   |
| As its  Collateral Manager            |
| By:  /s/ Gregory L. Smith             |   |
| Name:  Gregory L. Smith               |
| Title:  Partner                       |

 

27

----

 
| Harbourmaster  Loan Corporation B.V.                                    |
|-------------------------------------------------------------------------|
| By:  /s/                                                                |   |
| Name:  TMF Management                                                   |
| Title:  Managing Director                                               |
| HARBOUR  TOWN FUNDING TRUST                                             |
| By:  /s/ Ann E. Morris                                                  |   |
| Name:  ANN E. MORRIS                                                    |
| Title:  AUTHORIZED AGENT                                                |
|                                                                    |
|                                                                    |
| Heller  Financial, Inc                                                  |
| By:  /s/ Jerome McDermott                                               |   |
| Name:  W. Jerome McDermott                                              |
| Title:  Duly Authorized Signatory                                       |
|                                                                    |
| HENDERSON  GLOBAL INVESTORS LIMITED                                     |
| For  and on behalf of Aquilae CDO I SA                                  |
| By:  /s/ David Maward                                                   |   |
| Name:  David Maward                                                     |
| Title:  Associate Director                                              |
| By:  /s/ Julian Green                                                   |   |
| Name:  Julian Green                                                     |
| Title:  Associate Director                                              |
|                                                                    |
| Hewett’s Island CDO Ltd                                            |
| By: /s/ Jeffrey Megar                                                   |   |
| Name: Jeffrey Megar                                                     |
| Title: Principal                                                        |
|                                                                    |
|                                                                    |
| IDS  LIFE INSURANCE COMPANY                                             |
| By:  American Express Asset Management Group Inc. As Collateral Manager |
| By:/s/  Steven B. Staver                                                |   |
| Name:  Steven B. Staver                                                 |
| Title:  Managing Director                                               |

 

28

----

 
| IKB  DEUTSCHE INDUSTRIEBANK AG, LUXEMBOURG BRANCH     |
|-------------------------------------------------------|
| By:  /s/ Frank Schaum                                 |   |
| Name:  Dr. Frank Schaum                               |
| Title:  Head of Structured Finance                    |
| By:  /s/ Manfred Ziwey                                |   |
| Name:  Manfred Ziwey                                  |
| Title:  Director                                      |
|                                                  |
|                                                  |
| IKB  International S.A.                               |
| By:  /s/ Frank Schaum                                 |   |
| Name:  Dr. Frank Schaum                               |
| Title:  Head of Structured Finance                    |
|                                                  |
|                                                  |
| ING BANK N.V.                                         |
| By:  /s/ F.J.J. Boumans                               |   |
| Name:  F.J.J. Boumans                                 |
| Title:  Relationship Manager                          |
| By:  /s/ A.J.A. Lutgeren                              |   |
| Name:  A.J.A. Lutgeren                                |
| Title:  Relationship Manager                          |
|                                                  |
|                                                  |
| ING-ORYX  CLO, LTD.                                   |
| By:  ING Capital Advisors LLC                         |
| as  Collateral Manager                                |
| By:  /s/ Gordon Cook                                  |   |
| Name:  Gordon Cook                                    |
| Title:  Senior vice President & Portfolio Manager |
|                                                  |
|                                                  |
| ING  PRIME RATE TRUST                                 |
| By:  ING Investments, LLC as its investment manager   |
| By:  /s/ Jeffrey A. Bakalar                           |   |
| Name:  JEFFREY A. BAKALAR                             |
| Title:  SENIOR VICE PRESIDENT                         |

 

29

----

 
| ING  SENIOR INCOME FUND                             |
|-----------------------------------------------------|
| By:  ING Investments, LLC as its investment manager |
| By:  /s/ Jeffrey A. Bakalar                         |   |
| Name:  JEFFREY A. BAKALAR                           |
| Title:  SENIOR VICE PRESIDENT                       |
|                                                |
|                                                |
| INVESCO  CBO 2000-1 LTD.                            |
| By:  INVESCO Senior Secured Management, Inc.        |
| As  Portfolio Advisor                               |
| By:  /s/                                            |   |
| Name:                                               |
| Title:                                              |
|                                                |
|                                                |
| KATONAH  I, LTD.                                    |
| By:  /s/ Ralph Della Rocca                          |   |
| Name:  RALPH DELLA ROCCA                            |
| Title:  AUTHORIZED OFFICER                          |
| KATONAH  CAPITAL, L.L.C AS MANAGER                  |
|                                                |
| KATONAH  II, LTD.                                   |
| By:  /s/ Ralph Della Rocca                          |   |
| Name:  RALPH DELLA ROCCA                            |
| Title:  AUTHORIZED OFFICER                          |
| KATONAH  CAPITAL, L.L.C                             |
| AS  MANAGER                                         |
|                                                |
| KATONAH  III, LTD.                                  |
| By:  /s/ Ralph Della Rocca                          |   |
| Name:  RALPH DELLA ROCCA                            |
| Title:  AUTHORIZED OFFICER                          |
| KATONAH  CAPITAL, L.L.C AS MANAGER                  |

 

30

----

 
| KBC  Bank Nederland N.V.                           |
|----------------------------------------------------|
| By:  /s/ E.R. van den Berg                         |   |
| Name:  E.R. van den Berg                           |
| Title:  General Manager                            |
| By:  /s/ K.F.C. Arts                               |   |
| Name:  K.F.C. Arts                                 |
| Title:  Head Credit Department                     |
|                                               |
| KZH CYPRESSTREE-1 LLC                              |
| By:  Rowena Smith                                  |   |
| Name:  Rowena Smith                                |
| Title:  Authorized Agent                           |
|                                               |
| KZH  ING-2 LLC                                     |
| By:  Rowena Smith                                  |   |
| Name:  ROWENA SMITH                                |
| Title:  Authorized Agent                           |
|                                               |
| KZH  SPONDVIEW LLC                                 |
| By:  /s/ Rowena Smith                              |   |
| Name:  Rowena Smith                                |
| Title:  Authorized Agent                           |
|                                               |
| KZH  STERLING LLC                                  |
| By:  /s/ Rowena Smith                              |   |
| Name:  ROWENA SMITH                                |
| Title:  Authorized                                 |
|                                               |
| LANDESBANK  RHEINLAND-PFALZ                        |
| GIROZENTRALE                                       |
| By:  /s/ Richard Kuhn                              |   |
| Name:  Richard Kuhn                                |
| Title:  Senior Vice President                      |
| By:  /s/ Robert Wagner                             |   |
| Name: Robert Wagner                                |
| Title:  Assistant Vice President                   |
|                                               |
| LANDMARK  CDO LIMITED                              |
| By:  /s/ Aladdin Capital Management LLC as manager |
| By:  /s/ Th. Eggenschwiler                         |   |
| Name: Th. Eggenschwiler                            |
| Title:  Vice President                             |

 

31

----

 
| LANDMARK  II CDO LIMITED                           |
|----------------------------------------------------|
| By:  /s/ Aladdin Capital Management LLC as manager |
| By:  /s/ Th. Eggenschwiler                         |   |
| Name: Th. Eggenschwiler                            |
| Title:  Vice President                             |
|                                               |
|                                               |
| Leveraged  France Europe Capital I BV              |
| By:  /s/ Robert E. Howard                          |   |
| Name:  Robert E. Howard                            |
| Title:  Attorney in fact                           |
| LLOYDS  TSB BANK PLC, Amsterdam                    |
| By:  /s/ M.H.O. Tak                                |   |
| Name:  M.H.O. Tak                                  |
| Title:  Senior Account Manager                     |
| By:  /s/ James A. Riddall                          |   |
| Name:  James A. Riddall                            |
| Senior  Manager, Credit Risk                       |
|                                               |
|                                               |
| Long  Lane Master Trust II                         |
| By  Fleet National Bank as Trust Aministrator      |
| With  Respect to Series Eclipse                    |
| By:  /s/ Kevin Kearns                              |   |
| Name:  KEVIN KEARNS                                |
| Title:  MANAGING DIRECTOR                          |
|                                               |
| Longhorn  CDO (Cayman) LTD                         |
| By:  Merrill Lynch Investment Managers, L.P.,      |
| as  Investment Advisor                             |
| By:  /s/ Matthew Wallack                           |   |
| Name:  Matthew Wallack                             |
| Title:  AUTHORIZED SIGNATORY                       |
|                                               |
|                                               |
| Magma  CDO Ltd                                     |
| By:  /s/ Kaitlin Trinh                             |   |
| Name:  Kaitlin Trinh                               |
| Title:  Fund Controller                            |

 

32

----

 
| Magnetite  Asset Investors, L.L.C.                                                                                |
|-------------------------------------------------------------------------------------------------------------------|
| By:  /s/ Dennis M. Schaney                                                                                        |   |
| Name: Dennis M. Schaney                                                                                           |
| Title: Managing Director                                                                                          |
|                                                                                                              |
|                                                                                                              |
| Magnetite  Asset Investors III, L.L.C.                                                                            |
| By:  /s/ Dennis M. Schaney                                                                                        |   |
| Name: Dennis M. Schaney                                                                                           |
| Title: Managing Director                                                                                          |
|                                                                                                              |
|                                                                                                              |
| Magnetite CBO II, Limited                                                                                         |
| By:  /s/ Dennis M. Schaney                                                                                        |   |
| Name: Dennis M. Schaney                                                                                           |
| Title: Managing Director                                                                                          |
|                                                                                                              |
|                                                                                                              |
| MAGNETITE  IV CLO, Limited                                                                                        |
| By:  /s/ Dennis M. Schaney                                                                                        |   |
| Name:  Dennis M. Schaney                                                                                          |
| Title:  Managing Director                                                                                         |
| CAD  MAPLEWOOD (CAYMAN) LIMITED                                                                                   |
| By:  David L. Babson and Company,                                                                                 |
| Incorporated,  under delegated authority from Massachusetts Mutual Life Insurance Company,  as Investment Manager |
| By:  /s/ Mary Ann McCarthy                                                                                        |   |
| Name:  MARY ANN McCARTHY                                                                                          |
| Title:  MANAGING DIRECTOR                                                                                         |
|                                                                                                              |
|                                                                                                              |
| CAD  MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY                                                                  |
| By:  David L. Babson and Company,                                                                                 |
| Inc.  as Investment Manager                                                                                       |
| By:  /s/ Mary Ann McCarthy                                                                                        |   |
| Name:  MARY ANN McCARTHY                                                                                          |
| Title:  MANAGING DIRECTOR                                                                                         |

 

33

----

 
| Merrill  Lynch Global Investment Series:                            |
|---------------------------------------------------------------------|
| Bank  Loan Income Portfolio                                         |
| By:  Merrill Lynch Investment Managers, L.P., as Investment Advisor |
| By:  /s/ / Matthew Wallack                                          |   |
| Name:  Matthew Wallack                                              |
| Title:  Authorized Signatory                                        |
|                                                                |
| Merrill  Lynch Global Investment Series                             |
| Income  Strategies Portfolio                                        |
| By:  Merrill Lynch Investment Managers, L.P., as Investment Advisor |
| By:  /s/ / Matthew Wallack                                          |   |
| Name:  Matthew Wallack                                              |
| Title:  Authorized Signatory                                        |
|                                                                |
| Merrill  Lynch Senior Floating Rate Fund, Inc.                      |
| By:  /s/ Matthew Wallack                                            |   |
| Name:  Matthew Wallack                                              |
| Title: Authorized Signatory                                         |
|                                                                |
| Mizuho Corporate Bank  Nederland N.V.                               |
| By: /s/ S. Fukumoto                                                 |   |
| Name: Mr. S. Fukumoto                                               |
| Title: Managing Director                                            |
| By: /s/ K. Ozawa                                                    |   |
| Name: Mr. K. Ozawa                                                  |
| Title: Deputy Managing Director                                     |
|                                                                |
|                                                                |
| ML CLO  XII PILGRIM AMERICA (CAYMAN) LTD.                           |
| By:  ING Investments, LLC as its investment manager                 |
| By:  /s/ Jeffrey A. Bakalar                                         |   |
| Name:  JEFFREY A. BAKALAR                                           |
| Title:  SENIOR VICE PRESIDENT                                       |

 

34

----

 
| ML CLO  XV PILGRIM AMERICA (CAYMAN) LTD.            |
|-----------------------------------------------------|
| By:  ING Investments, LLC as its investment manager |
| By:  /s/ Jeffrey A. Bakalar                         |   |
| Name:  JEFFREY A. BAKALAR                           |
| Title:  SENIOR VICE PRESIDENT                       |
|                                                |
| ML CLO  XX PILGRIM AMERICA****(CAYMAN) LTD.         |
| By:  ING Investments, LLC as its investment manager |
| By: /s/  Jeffrey A. Bakalar                         |   |
| Name:  JEFFREY A. BAKALAR                           |
| Title:  SENIOR VICE PRESIDENT                       |
|                                                |
| MORGAN  STANLEY RIME INCOME TRUST                   |
| By:  /s/ Sheila A. Finnerty                         |   |
| Name:  Sheila A. Finnerty                           |
| Title:  Executive Director                          |
| MUIRFIELD  TRADING LLC                              |
| By:  /s/ Ann E. Morris                              |   |
| Name:  ANN E. MORRIS                                |
| Title:  ASST. VICE PRESIDENT                        |
|                                                |
| NATEXIS  BANQUES POPULAIRES                         |
| By: /s/ Pieter J. Van Tulder                        |   |
| Name:  Pieter J. van Tulder                         |
| Title:  Vice President and Manager                  |
| Multinational  Group                                |
| By:  /s/ Christine Dirringer                        |   |
| Name:  CHRISTINE DIRRINGER                          |
| Title:  VICE PRESIDENT                              |
| National  City                                      |
| By:  /s/ Gavin D. Young                             |   |
| Name: GAVIN D. YOUNG                                |
| Title: ACCOUNT OFFICER                              |

 

35

----

 
| NEMEAN CLO, LTD.                                                               |
|--------------------------------------------------------------------------------|
| BY:  ING Capital Advisors LLC, as Investment Manager                           |
| By:  /s/ Gordon Cook                                                           |   |
| Name:  Gordon Cook                                                             |
| Title: Senior Vice President & Portfolio Manager                           |
|                                                                           |
| NIB  CAPITAL BANK N.V.                                                         |
| By:  /s/ Peter Auan                                                            |   |
| Name:  PETER AUAN                                                              |
| Title:  DIRECTOR ACQUISITION FINANCE                                           |
| By:  /s/ Sean Costello                                                         |   |
| Name: SEAN COSTELLO                                                            |
| Title:  SENIOR MANAGER                                                         |
| Nomura Bond & Loan Fund                                                    |
| By:  UFJ Trust Company of New York as Trustee                                  |
| By:  Nomura Corporate Research and Asset Management, Inc., as Attorney in Fact |
| By:  /s/ Elizabeth MacLean                                                     |   |
| Name: Elizabeth MacLean                                                        |
| Title:  Vice president                                                         |
|                                                                           |
| OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1 LTD                              |
| By: INVESCO Senior Secured Management, Inc.                                    |
| As Sub-advisor                                                                 |
| By: /s/                                                                        |   |
| Name:                                                                          |
| Title:                                                                         |
|                                                                           |
|                                                                           |
| OLYMPIC FUNDING TRUST SERIES 1999-1                                            |
| By:  /s/ Ann E. Morris                                                         |   |
| Name:  ANN E. MORRIS                                                           |
| Title:  AUTHORIZED AGENT                                                       |
|                                                                           |
| ORIX  Financial Services, Inc.                                                 |
| By:  /s/ Deedra Darby-Jones                                                    |   |
| Name: Deedra  Darby-Jones                                                      |
| Title:  Vice president                                                         |

 

36

----

 
| PANTHER  CDO II BV                                              |
|-----------------------------------------------------------------|
| By:  /s/ Dagmar Kent Kershaw                                    |   |
| Name:  Dagmar Kent Kershaw                                      |
| Title:  Authorized Signatory                                    |
|                                                            |
|                                                            |
| CAD  PHOENIX FUNDING LIMITED                                    |
| By:  David L. Babsobn & company Inc. as Financial Sub-Agent |
| By:  /s/ Mary Ann McCarthy                                      |   |
| Name:  MARY ANN McCARTHY                                        |
| Title:  MANAGING DIRECTOR                                       |
|                                                            |
| PILGRIM  AMERICA HIGH INCOME INVESTMENTS LTD.                   |
| By:  ING Investments, LLC as its investment manager             |
| By:  /s/Jeffrey A. Bakalar                                      |   |
| Name:  JEFFREY A. BAKALAR                                       |
| Title:  SENIOR VICE PRESIDENT                                   |
|                                                            |
| PILGRIM  CLO 1999 – 1 LTD                                  |
| By:  ING Investments, LLC as its investment manager             |
| By:  /s/ Jeffrey A. Bakalar                                     |   |
| Name:  JEFFREY A. BAKALAR                                       |
| Title:  SENIOR VICE PRESIDENT                                   |
|                                                            |
| PINEHURST  TRADING, INC.                                        |
| By:  /s/ Ann E. Morris                                          |   |
| Name:  Ann E. Moris                                             |
| Title:  ASST. VICE PRESIDENT                                    |
|                                                            |
| PPM  SPYGLASS FUNDING TRUST                                     |
| By:  /s/ Ann E. Morris                                          |   |
| Name:  ANN E. MORRIS                                            |
| Title:  AUTHORIZED AGENT                                        |

 

37

----

 
| Principal  Life Insurance Company                                                                    |
|------------------------------------------------------------------------------------------------------|
| by:  Principal Global Investors LLC, a Delaware Limited Liability Company, its  Authorized Signatory |
| By:  /s/ Jon C. Heiny                                                                                |   |
| Name:  JON C. HEINY                                                                                  |
| Title:  COUNSEL                                                                                      |
| By:  /s/ Stephen G. Skrivanek                                                                        |   |
| Name:  STEPHEN G. SKRIVANEK                                                                          |
| Title:  COUNSEL                                                                                      |
|                                                                                                 |
|                                                                                                 |
| PROMETHEUS  INVESTMENT FUNDING NO. 1 LTD                                                             |
| By:  /s/ Charles P. Strause                                                                          |   |
| Name:  CHARLES P. STRAUSE                                                                            |
| Title:  ASSOCIATE DIRECTOR                                                                           |
| By:  /s/ Elizabeth Tallmadge                                                                         |   |
| Name:  ELIZABETH TALLMADGE                                                                           |
| Title:  MANAGING DIRECTOR                                                                            |
| CHIEF INVESTMENT OFFICER                                                                             |
|                                                                                                 |
| PROMUS  I BV                                                                                         |
| By:  /s/ Sara Halbard                                                                                |   |
| Name:  Sara Halbard                                                                                  |
| Title:  Under Power of Attorney                                                                      |
|                                                                                                 |
|                                                                                                 |
| PROMUS  II BV                                                                                        |
| By:  /s/ Sara Halbard                                                                                |   |
| Name:  Sara Halbard                                                                                  |
| Title:  Under Power of Attorney                                                                      |
| PROSPECT  STREET INTERNATIONAL FUND PCC LIMITED                                                      |
| PROSPECT  INTERNATIONAL DEBT STRATEGY FUND                                                           |
| BY:  PROSPECT STREET STRATEGIC DEBT                                                                  |
| MANAGEMENT  CO., INC.                                                                                |
| as  Investment Advisor                                                                               |
| By:  /s/ Richard E. Omohundro JP                                                                     |   |
| Name:  Richard E. Omohundro JP                                                                       |
| Title:  Director                                                                                     |
| By:  /s/ John A. Frabotta                                                                            |   |
| Name:  John A. Frabotta                                                                              |
| Title:  Director                                                                                     |

 

38

----

 
| Provident  CBO I, Limited                                 |
|-----------------------------------------------------------|
| Provident  Investment Management, LLC, Collateral Manager |
| By:  /s/ Michael J. Updegraff                             |   |
| Name:  Michael J. Updegraff                               |
| Title:  Senior Investment Officer                         |
|                                                      |
| THE  PRUDENTIAL ASSURANCE                                 |
| COMPANY  LIMITED                                          |
| By:  /s/ Andrew Bougath                                   |   |
| Name:  ANDREW BOUGATH                                     |
| Title:  DIRECTOR OF LEVERAGED LOAN                        |
|                                                      |
|                                                      |
| THE  PRUDENTIAL INSURANCE                                 |
| COMPANY  OF AMERICA                                       |
| By:  /s/ B. Ross Smead                                    |   |
| Name:  B. Ross Smead                                      |
| Title:  Vice President                                    |
| RAIFFEISEN  ZENTRALBANK                                   |
| OSTERREICH  AKTIENGESELLSCHAFT                            |
| By:  /s/ Barbara Ericson-Peichl                           |   |
| Name:  Barbara Ericson-Peichl                             |
| Title:  Head of Project & Structured Finance          |
| By:  /s/ Brigitte Schuster                                |   |
| Name:  Brigitte Schuster                                  |
| Title:  Manager                                           |
|                                                      |
|                                                      |
| Sankaty  Advisors, Inc., as Collateral Manager            |
| for  BRANT POINT CBO 1999-1, LTD., as Term Lender         |
| By:  /s/ Diane J. Exter                                   |   |
| Name:  DIANE J. EXTER                                     |
| Title: MANAGING DIRECTOR                                  |
| PORTFOLIO  MANAGER                                        |

 

39

----

 
| Sankaty  Advisors, LLC, as Collateral Manager                   |
|-----------------------------------------------------------------|
| for  BRANT POINT II CBO 2000-1 LTD., as Term Lender             |
| By:  /s/ Diane J. Exter                                         |   |
| Name:  DIANE J. EXTER                                           |
| Title:  MANAGING DIRECTOR                                       |
| PORTFOLIO  MANAGER                                              |
| SANKATY  HIGH YIELD PARTNERS III, L.P.                          |
| By:  /s/ Diane J. Exter                                         |   |
| Name:  DIANE J. EXTER                                           |
| Title:  MANAGING DIRECTOR                                       |
| PORTFOLIO MANAGER                                               |
|                                                            |
|                                                            |
| Sankaty  Advisors, Inc., as Collateral                          |
| Manager  for Castle Hill I – INGOTS, LTD., as Term Lender  |
| By:  /s/ Diane J. Exter                                         |   |
| Name:  DIANE J. EXTER                                           |
| Title:  MANAGING DIRECTOR                                       |
| PORTFOLIO  MANAGER                                              |
|                                                            |
|                                                            |
| Sankaty  Advisors, Inc., as Collateral                          |
| Manager  for Castle Hill II – INGOTS, LTD., as Term Lender |
| By:  /s/ Diane J. Exter                                         |   |
| Name:  DIANE J. EXTER                                           |
| Title:  MANAGING DIRECTOR                                       |
| PORTFOLIO  MANAGER                                              |
|                                                            |
|                                                            |
| Sankaty  Advisors, Inc., as Collateral                          |
| Manager  for Great Point CLO 1999-1 LTD., as Term Lender        |
| By:  /s/ Diane J. Exter                                         |   |
| Name:  DIANE J. EXTER                                           |
| Title:  MANAGING DIRECTOR                                       |
| PORTFOLIO  MANAGER                                              |

 

40

----

 
| Sankaty  Advisors, LLC as Collateral                                    |
|-------------------------------------------------------------------------|
| Manager  for Race Point CLO , Limited, as Term Lender                   |
| By:  /s/ Diane J. Exter                                                 |   |
| Name:  DIANE J. EXTER                                                   |
| Title:  MANAGING DIRECTOR                                               |
| PORTFOLIO  MANAGER                                                      |
|                                                                    |
|                                                                    |
| SARATOGA  CLO I, LIMITED                                                |
| By:  INVESCO Senior Secured Management, Inc.                            |
| As  Asset Manager                                                       |
| By:  /s/                                                                |   |
| Name:                                                                   |
| Title:                                                                  |
|                                                                    |
|                                                                    |
| SCOTIA  BANK EUROPE PLC                                                 |
| By: /s/ T.A. Burgtett                                                   |   |
| Name:  T.A. Burgtett                                                    |
| Title:  DIRECTOR                                                        |
|                                                                    |
|                                                                    |
| Senior  Loan Fund                                                       |
| By:  /s/ Dennis M. Schaney                                              |   |
| Name:  Dennis M. Schaney                                                |
| Title:  Managing Director                                               |
|                                                                    |
|                                                                    |
| SEQUILS-ING  I (HBDGM), LTD.                                            |
| BY:  ING Capital Advisors LLC, as Collateral Manager                    |
| By:  /s/ Gordon Cook                                                    |   |
| Name:  Gordon Cook                                                      |
| Title:  Senior Vice President & Portfolio Manager                   |
|                                                                    |
| SEQUILS  - CENTURION V, LTD.                                            |
| By:  American Express Asset Management Group Inc. As Collateral Manager |
| By:  /s/ Leanne Stavrakis                                               |   |
| Name:  Leanne Stavrakis                                                 |
| Title:  Director Operations                                             |

 

41

----

 
| SEQUILS  – Cumberland I, Ltd                                                                                 |
|-------------------------------------------------------------------------------------------------------------------|
| By:  Deerfield Capital Management LLC as                                                                          |
| Its  Collateral Manager                                                                                           |
| By:  /s/ Mark E. Wittnebel                                                                                        |   |
| Name:  MARK E. WITTNEBEL                                                                                          |
| Title:  SR. VICE PRESIDENT                                                                                        |
|                                                                                                              |
|                                                                                                              |
| SEQUILS-LIBERTY,  LTD.                                                                                            |
| By:  INVESCO Senior Secured Management, Inc.                                                                      |
| As  Collateral Manager                                                                                            |
| By:  /s/                                                                                                          |   |
| Name:                                                                                                             |
| Title:                                                                                                            |
|                                                                                                              |
|                                                                                                              |
| CAD  SIMSBURY CLO, LIMITED                                                                                        |
| By:  David L. Babson and Company,                                                                                 |
| Incorporated,  under delegated authority from Massachusetts Mutual Life Insurance Company,  as Collateral Manager |
| By:  /s/ Mary Ann McCarthy                                                                                        |   |
| Name:  MARY ANN McCARTHY                                                                                          |
| Title:  MANAGING DIRECTOR                                                                                         |
|                                                                                                              |
| STANFIELD ARBITRAGE CDO, LTD.                                                                                     |
| By: Stanfield Capital Partners LLC, as its  Collateral Manager                                                    |
| By:  /s/ Gregory L. Smith                                                                                         |   |
| Name:  Gregory L. Smith                                                                                           |
| Title:  Partner                                                                                                   |
|                                                                                                              |
|                                                                                                              |
| STANFIELD RMF/TRANSATLANTIC CDO, LTD.                                                                             |
| By:  Stanfield Capital Partners LLC, as its Collateral Manager                                                    |
| By:  /s/ Gregory L. Smith                                                                                         |   |
| Name:  Gregory L. Smith                                                                                           |
| Title:  Partner                                                                                                   |

 

42

----

 
| STANFIELD  CLO, LTD.                                   |
|--------------------------------------------------------|
| By:  Stanfield Capital Partners LLC                    |
| As its  Collateral Manager                             |
| By:  /s/ Gregory L. Smith                              |   |
| Name:  Gregory L. Smith                                |
| Title:  Partner                                        |
|                                                   |
|                                                   |
| STANFIELD  QUATTRO CLO, LTD.                           |
| By:  Stanfield Capital Partners LLC                    |
| As its  Collateral Manager                             |
| By:  /s/ Gregory L. Smith                              |   |
| Name:  Gregory L. Smith                                |
| Title:  Partner                                        |
|                                                   |
|                                                   |
| SUNAMERICA  SENIOR FLOATING RATE FUND, INC.            |
| By:  Stanfield Capital Partners LLC, as its subadvisor |
| By:  /s/ Gregory L. Smith                              |   |
| Name:  Gregory L. Smith                                |
| Title:  Partner                                        |
|                                                   |
| Titanium  CBO I, Ltd                                   |
| By:  Dennis M. Schaney                                 |   |
| Name:  Dennis M. Schaney                               |
| Title:  Managing Director                              |
| UNICREDITO  ITALIANO – New York Branch            |
| By:  /s/ Christopher Eldin                             |   |
| Name:  Christopher Eldin                               |
| Title:  FVP & Deputy Manager                       |
| By:  /s/ Charles Michael                               |   |
| Name:  Charles Michael                                 |
| Title:  Vice President                                 |

 

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| ROSEMONT  CLO, Ltd                                              |
|-----------------------------------------------------------------|
| By:  Deerfield Capital Management LLC as its Collateral Manager |
| By:  /s/ Mark E. Wittnebel                                      |   |
| Name:  MARK E. WITTNEBEL                                        |
| Title:  SR. VICE PRESIDENT                                      |
|                                                            |
| CAD SUFFIELD CLO LTD.                                           |
| By:  David L. Babson & Co., Inc., as Collateral Manager     |
| By:  /s/ Mary Ann McCarthy                                      |   |
| Name:  MARY ANN McCARTHY                                        |
| Title:  MANAGING DIRECTOR                                       |
|                                                            |
| The  Sumitomo Trust & Banking Co., Ltd., New York Branch    |
| By:  /s/ Elizabeth A. Quirk                                     |   |
| Name:  ELIZABETH A. QUIRK                                       |
| Title:  VICE PRESIDENT                                          |
| TARA  HILL B.V.                                                 |
| By:  /s/ Terry McCabe                                           |   |
| Name:  Terry McCabe                                             |
| Title:  CDO Director                                            |
|                                                            |
|                                                            |
| TD  BANK EUROPE LIMITED                                         |
| By:  /s/ Julie Evans                                            |   |
| Name:  Julie Evans                                              |
| Title:  Managing Director, Corporate Finance                    |
|                                                            |
| TEXTRON  FINANCIAL CORPORATION                                  |
| By:  /s/ Jane M. Lavoie                                         |   |
| Name:  Jane M. Lavoie                                           |
| Title:  Vice president - Operations                             |

 

44

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| TRANSAMERICA BUSINESS CAPITAL CORPORATION                              |
|------------------------------------------------------------------------|
| (as  successor to Transamerica Business Credit Corporation)            |
| By:  /s/ Stephen Goetschius                                            |   |
| Name:  Stephen Goetschius                                              |
| Title:  Senior Vice President                                          |
|                                                                   |
|                                                                   |
| US  Bank                                                               |
| By:  /s/ Wesley G. Zepelin                                             |   |
| Name:  Wesley G. Zepelin                                               |
| Title:  Senior Vice President                                          |
|                                                                   |
|                                                                   |
| Venture  CDO 2002, Limited                                             |
| By its  investment advisor, Barclays Capital Asset Management Limited, |
| By its  sub-advisor, Barclays Bank PLC, New York Branch                |
| By:  /s/ Hans L. Christensen                                           |   |
| Name:  Hans L. Christensen                                             |
| Title:  Director                                                       |
|                                                                   |
| WELLS  FARGO BANK, National Association.                               |
| By:  /s/ S. Michael St. Geme                                           |   |
| Name:  S. Michael St. Geme                                             |
| Title:  VICE PRESIDENT                                                 |
| WINDSOR  LOAN FUNDING, LIMITED                                         |
| By: Stanfield Capital Partners LLC, as its  Investment Manager         |
| By:  /s/ Gregory L. Smith                                              |   |
| Name:  Gregory L. Smith                                                |
| Title:  Part                                                           |

 

45

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