exv10w1



 





Exhibit                     




SECOND AMENDMENT TO

CREDIT AGREEMENT




          This Second Amendment to Credit Agreement, dated as of December 20, 2006 (this “Agreement”),
is among ATLANTIS PLASTIC FILMS, INC., a Delaware corporation (“Atlantis Plastic Films”),
ATLANTIS MOLDED PLASTICS, INC., a Florida corporation (“Atlantis Molded Plastics”),
ATLANTIS FILMS, INC., a Delaware corporation (“Atlantis Films”), RIGAL PLASTICS, INC., a
Florida corporation (“Rigal Plastics”), ATLANTIS PLASTICS INJECTION MOLDING, INC., a
Kentucky corporation (“Injection Molding”), PIERCE PLASTICS, INC., a Delaware corporation
(“Pierce Plastics”), and EXTRUSION MASTERS, INC., an Indiana corporation (“Extrusion
Masters” and together with Atlantis Plastic Films, Atlantis Molded Plastics, Atlantis Films,
Rigal Plastics, Injection Molding and Pierce Plastics, collectively, the “Borrowers” and
individually, a “Borrower”), the other persons designated as “Credit Parties” on the
signature pages hereof, the Persons set forth on the signature pages hereto who are designated as
“Lenders”, MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., a
Delaware corporation (in its individual capacity “ML Capital”), as Administrative Agent,
Lead Arranger and Sole Bookrunner and GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent.




W I T N E S S E T H:




          WHEREAS, Borrowers, Credit Parties, Agent and Lenders are parties to that certain Credit
Agreement dated as of March 22, 2005 (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”; capitalized terms not otherwise defined herein having the definitions
provided therefor in the Credit Agreement); and




          WHEREAS, Borrowers have requested that Agent and Lenders amend the Credit Agreement in certain
respects;




          NOW, THEREFORE, the parties hereto agree as follows:




          1. Amendments to the Credit Agreement. Subject to the satisfaction of the conditions
set forth in Section 2 below and in reliance on the representations and warranties set forth in
Section 3 below, the Credit Agreement is hereby amended as follows:




          (a) The definition of “Pricing Table” contained in Annex A of the Credit Agreement is
amended and restated in its entirety as follows:




          “Pricing Table” means the following table:




 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Revolving Loans, Term	 	 
	 	 	 	 	 	 	Loan and all other	 	 
	 	 	 	 	 	 	Obligations (other than	 	Swing Line
	Tier	 	 	 	Swingline Loans)	 	Loans
	Level	 	Leverage Ratio	 	Index Rate	 	LIBOR	 	Index Rate
	 	4	 	 	Greater than or
equal to 6.25 to
1.0
	 	 	2.00	%	 	 	4.00	%	 	 	2.00	%
	 	3	 	 	Greater than or
equal to 5.75 to
1.0, but less than
6.25 to 1.0
	 	 	1.50	%	 	 	3.50	%	 	 	1.50	%
	 	2	 	 	Greater than or
equal to 5.25 to
1.0, but less than
5.75 to 1.0
	 	 	1.00	%	 	 	3.00	%	 	 	1.00	%
	 	1	 	 	Less than 5.25 to
1.0
	 	 	.75	%	 	 	2.75	%	 	 	.75	%






          For purposes of the Pricing Table, if Borrower Representative shall at any time fail to timely
deliver a Compliance Certificate, then effective as of the tenth (10th) Business Day following the
date on which such Compliance Certificate was due, each Applicable Margin shall be conclusively
presumed to equal the highest Applicable Margin specified in the Pricing Table until the date of
delivery of such Compliance Certificate.”




          (b) Section 1.5(b) of the Credit Agreement is hereby amended and restated in its entirety as
follows:




          “(b) Prepayments from Excess Cash Flow. Within one hundred (100) days after the end
of each Fiscal Year commencing with the Fiscal Year ended December 31, 2006, Borrowers shall prepay
the Loans in an amount equal to seventy-five percent (75%) of the Excess Cash Flow for such Fiscal
Year. The calculation shall be based on the audited Financial Statements for Holdings and its
Subsidiaries.”




          (c) Section 4.3 of the Credit Agreement is hereby amended and restated in its entirety as
follows:




          “4.3 Fixed Charge Coverage Ratio




          Holdings, Borrowers and their Subsidiaries shall have on a consolidated basis at the end of
each Fiscal Quarter set forth below, a Fixed Charge Coverage Ratio for the twelve (12) month period
then ended of not less than the following:




-2-









 





	 	 	 	 	 
	 	 	Minimum Fixed Charge
	Fiscal Quarter	 	Coverage Ratio
	December 31, 2006
	 	 	1.00 to 1.00	 
	March 31, 2007
	 	 	1.00 to 1.00	 
	June 30, 2007
	 	 	1.05 to 1.00	 
	September 30, 2007
	 	 	1.05 to 1.00	 
	December 31, 2007
	 	 	1.05 to 1.00	 
	March 31, 2008
	 	 	1.05 to 1.00	 
	June 30, 2008
	 	 	1.05 to 1.00	 
	September 30, 2008
	 	 	1.05 to 1.00	 
	December 31, 2008
	 	 	1.05 to 1.00	 
	March 31, 2009
	 	 	1.05 to 1.00	 
	June 30, 2009
	 	 	1.05 to 1.00	 
	September 30, 2009
	 	 	1.10 to 1.00	 
	December 31, 2009
	 	 	1.10 to 1.00	 
	March 31, 2010, June 30, 2010, September 30, 2010 and
December 31, 2010
	 	 	1.15 to 1.00	 
	March 31, 2011 and each Fiscal Quarter ending
thereafter
	 	 	1.20 to 1.00	 






          (d) Section 4.4 of the Credit Agreement is hereby amended and restated in its entirety as
follows:




          “4.4 Maximum Leverage Ratio




          Holdings, Borrowers and their Subsidiaries on a consolidated basis shall have, at the end of
each Fiscal Quarter set forth below, a Leverage Ratio as of the last day of such Fiscal Quarter and
for the twelve (12) month period then ended of not more than the following:




	 	 	 	 	 
	Fiscal Quarter	 	Maximum Leverage Ratio
	December 31, 2006
	 	 	7.20 to 1.00	 
	March 31, 2007
	 	 	7.35 to 1.00	 
	June 30, 2007
	 	 	7.00 to 1.00	 
	September 30, 2007
	 	 	6.50 to 1.00	 
	December 31, 2007
	 	 	6.125 to 1.00	 
	March 31, 2008
	 	 	5.875 to 1:00	 
	June 30, 2008
	 	 	5.625 to 1:00	 
	September 30, 2008
	 	 	5.50 to 1:00	 
	December 31, 2008
	 	 	5.50 to 1:00	 
	March 31, 2009
	 	 	5.25 to 1:00	 
	June 30, 2009
	 	 	5.00 to 1:00	 






-3-









 






	 	 	 	 	 
	Fiscal Quarter	 	Maximum Leverage Ratio
	September 30, 2009
	 	 	5.00 to 1:00	 
	December 31, 2009
	 	 	4.75 to 1:00	 
	March 31, 2010
	 	 	4.75 to 1.00	 
	June 30, 2010
	 	 	4.75 to 1:00	 
	September 30, 2010
	 	 	4.75 to 1:00	 
	December 31, 2010
	 	 	4.75 to 1:00	 
	March 31, 2011
	 	 	4.50 to 1:00	 
	June 30, 2011
	 	 	4.50 to 1:00	 
	September 30, 2011
	 	 	4.50 to 1.00	 
	December 31, 2011 and each Fiscal Quarter ending
thereafter
	 	 	4.50 to 1.00	 






          (e) The following is hereby added to the Credit Agreement as Section 4.4B thereof:




          “4.4B Capital Expenditures.




          Holdings, Borrower and their Subsidiaries shall not permit the aggregate amount of Capital
Expenditures for (i) the period commencing on January 1, 2006 and ending on December 31, 2006 to
exceed $12,000,000, (ii) Fiscal Year ended December 31, 2007 to exceed $8,000,000 or (iii) any
Fiscal Year thereafter, to exceed $10,000,000; provided that for any calendar month after
the Fiscal Year ended December 31, 2007 that the Leverage Ratio is certified pursuant to the terms
hereof to be below 5.25 to 1.0, Holdings, Borrower and the Subsidiaries shall be permitted to make
such Capital Expenditures in accordance with the budget attached hereto as Exhibit 4.4B hereto.”




          (f) The second sentence of the lead-in paragraph of Section 4.5 is hereby amended and restated
in its entirety as follows:




          “Borrower Representative will deliver each of the Financial Statements and other reports
described below to Agent (and each Lender in the case of the Financial Statements and other reports
described in Sections 4.5(a), (b), (e), (f), (g),
(h), (i), (j), (k), (l), (n), (o), and
(q)).”




          (g) Section 4.5(h) of the Credit Agreement is hereby amended and restated in its entirety as
follows:




          “(h) Projections. As soon as available and in any event no later than the last day of
each of Borrowers’ Fiscal Years, Borrower Representative will deliver Projections of Holdings and
its Subsidiaries for the forthcoming fiscal year, month by month and for the two (2) subsequent
years on an annual basis. As soon as available and in any event no later than the last day of each
calendar month, Borrower Representative will deliver cash flow Projections of Holdings and its
Subsidiaries for the forthcoming three (3) month period on a
consolidated basis.”




-4-









 








          (h) The following Section 4.5(q) is hereby added to the Credit Agreement:




          “(q) Weekly Reports. On a weekly basis, Borrower Representative will deliver daily
bookings summaries for the preceding week for each of the films group and the injection molding
group.




          (i) Exhibit 4.4B is hereby added to the Credit Agreement as set forth on Exhibit A attached
hereto.




          2. Conditions. The effectiveness of this Agreement is subject to the following
conditions precedent, each to be in form and substance reasonably satisfactory to Agent:




          (a) Agent shall have received a copy of this Agreement executed by Borrowers, other Credit
Parties, Agent and Requisite Lenders, together with such other documents, agreements and
instruments as Agent may require or reasonably request;




          (b) Agent shall have received evidence satisfactory to Agent that Borrower Representative has
offered to amend or modify the Second Lien Credit Agreement to add the covenants set forth in
Sections 1(f) and 1(g) of this Agreement as required pursuant to clause (vi) of Section 5.1 of that
certain Intercreditor Agreement dated as of March 22, 2005 among the Borrowers, Agent and the Bank
of New York, in its capacity as collateral agent for the various financial institutions party to
the Second Lien Debt Documents from time to time;




          (c) No Default or Event of Default under the Credit Agreement, as amended hereby, shall have
occurred and be continuing;




          (d) All actions and proceedings taken in connection with the transactions contemplated by this
Agreement and all documents, instruments and other legal matters incident thereto shall be
satisfactory to Agent and its legal counsel; and




          (e) The warranties and representations of Borrowers contained in this Agreement, the Credit
Agreement, as amended or otherwise modified hereby, and the Loan Documents (after giving effect to
this Agreement), shall be true and correct in all material respects as of the date hereof, with the
same effect as though made on such date, except to the extent that such warranties and
representations expressly relate to an earlier date, in which case such representations and
warranties shall have been true and correct in all material respects as of such earlier date.




          3. Representations and Warranties. To induce Agent and Lenders to enter into this
Agreement, Borrowers represent and warrant to Agent and Lenders that:




          (a) the execution, delivery and performance of this Agreement has been duly authorized by all
requisite corporate action on the part of each Borrower, this Agreement has been duly executed and
delivered by each Borrower and this Agreement constitutes a valid and binding agreement of each
Borrower, enforceable against each Borrower in accordance with its terms, except as the
enforceability thereof may be limited by





-5-









 







bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights
generally and by general equitable principles;




          (b) that no Default or Event of Default has occurred and is continuing as of the date hereof;
and




          (c) immediately after giving effect to this Agreement and the consummation of the transactions
contemplated hereby, each of the representations and warranties set forth in the Credit Agreement
and each of the other Loan Documents are true and correct in all material respects as of the date
hereof, with the same effect as though made on such date, except to the extent that such warranties
and representations expressly relate to an earlier date, in which case such representations and
warranties shall have been true and correct in all material respects as of such earlier date.




          4. Fees. Borrowers shall, on the date hereof, pay to each Lender which shall have
executed and delivered a counterpart to this Agreement prior to 5:00 pm (Chicago time) on December
19, 2006 a fully earned, non-refundable fee of fifty (50) basis points on the outstanding Loans
(other than the Revolving Loans) owed to such Lender and the Revolving Loan Commitment of such
Lender.




          5. Interest Rate Adjustment. The parties hereto agree that with respect to interest
accruing (i) from the date hereof through December 31, 2006, the Applicable Margins shall be
calculated using Tier Level 3 of the Pricing Table and (ii) from January 1, 2007 until the next
Adjustment Date, the Applicable Margins shall be calculated using Tier Level 4 of the Pricing
Table.




          6. Miscellaneous.




          (a) Default. Borrowers hereby acknowledge and agree that the breach by any Borrower
of any of the representations, warranties, covenants or agreements made by any Borrower under this
Agreement shall constitute an Event of Default.




          (b) Expenses. Each Borrower agrees to reimburse Agent for all costs and expenses
(including reasonable legal fees and expenses) incurred in connection with this Agreement and the
transactions contemplated hereby.




          (c) Captions. Section captions used in this Agreement are for convenience only, and
shall not affect the construction of this Agreement.




          (d) Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES.




          (e) CONSENT TO JURISDICTION. BORROWERS AND CREDIT PARTIES HEREBY CONSENT TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK COUNTY, STATE OF NEW YORK AND
IRREVOCABLY AGREE THAT, SUBJECT TO AGENT’S ELECTION, ALL





-6-









 







ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH
COURTS. BORROWERS AND CREDIT PARTIES EXPRESSLY SUBMIT AND CONSENT TO THE JURISDICTION OF THE
AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS. BORROWERS AND CREDIT PARTIES
HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREE THAT ALL SUCH SERVICE OF PROCESS MAY
BE MADE UPON BORROWERS AND CREDIT PARTIES BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
REQUESTED, ADDRESSED TO BORROWER REPRESENTATIVE, AT THE ADDRESS SET FORTH IN THE CREDIT AGREEMENT
AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED. IN ANY
LITIGATION, TRIAL, ARBITRATION OR OTHER DISPUTE RESOLUTION PROCEEDING RELATING TO THIS AGREEMENT,
ALL DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF BORROWERS, CREDIT PARTIES OR ANY OF THEIR
AFFILIATES SHALL BE DEEMED TO BE EMPLOYEES OR MANAGING AGENTS OF BORROWERS OR SUCH CREDIT PARTIES
FOR PURPOSES OF ALL APPLICABLE LAW OR COURT RULES REGARDING THE PRODUCTION OF WITNESSES BY NOTICE
FOR TESTIMONY (WHETHER IN A DEPOSITION, AT TRIAL OR OTHERWISE). BORROWERS AND CREDIT PARTIES AGREE
THAT AGENT’S OR ANY LENDER’S COUNSEL IN ANY SUCH DISPUTE RESOLUTION PROCEEDING MAY EXAMINE ANY OF
THESE INDIVIDUALS AS IF UNDER CROSS-EXAMINATION AND THAT ANY DISCOVERY DEPOSITION OF ANY OF THEM
MAY BE USED IN THAT PROCEEDING AS IF IT WERE AN EVIDENCE DEPOSITION. BORROWERS AND CREDIT PARTIES
IN ANY EVENT WILL USE ALL COMMERCIALLY REASONABLE EFFORTS TO PRODUCE IN ANY SUCH DISPUTE RESOLUTION
PROCEEDING, AT THE TIME AND IN THE MANNER REQUESTED BY AGENT OR ANY LENDER, ALL PERSONS, DOCUMENTS
(WHETHER IN TANGIBLE, ELECTRONIC OR OTHER FORM) OR OTHER THINGS UNDER THEIR CONTROL AND RELATING TO
THE DISPUTE.




          (f) Counterparts. This Agreement may be executed in any number of counterparts and by
the different parties on separate counterparts, and each such counterpart shall be deemed to be an
original, but all such counterparts shall together constitute but one and the same Agreement.




          (g) Successors and Assigns. This Agreement shall be binding upon and shall inure to
the sole benefit of Borrowers, Credit Parties, Agent and Lenders and their respective successors
and assigns.




          (h) References. Any reference to the Credit Agreement contained in any notice,
request, certificate, or other document executed concurrently with or after the execution and
delivery of this Agreement shall be deemed to include this Agreement unless the context shall
otherwise require.




          (i) No Set-Off. Without limiting the Credit Agreement and the other Loan Documents,
each Borrower and each other Credit Party hereby confirms and agrees that, to its knowledge, it has
no set-offs, counterclaims or defenses to the enforcement of the Credit




-7-









 







Agreement and of the other Loan Documents, and hereby acknowledges that Agent and each Lender
are relying on this statement in entering into this Agreement.




          (j) Continued Effectiveness. Notwithstanding anything contained herein, the terms of
this Agreement are not intended to and do not serve to effect a novation as to the Credit
Agreement. The parties hereto expressly do not intend to extinguish the Credit Agreement.
Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created
under the Credit Agreement which is evidenced by the Notes and secured by the Collateral. The
Credit Agreement as amended hereby and each of the Loan Documents remain in full force and effect.




          (k) Construction. Each Borrower and each other Credit Party acknowledges that it has
been represented by its own legal counsel in connection with the Loan Documents and this Agreement,
that it has exercised independent judgment with respect to the Loan Documents and this Agreement,
and that it has not relied on the Agent’s or on Lenders’ counsel for any advice with respect to the
Loan Documents or this Agreement.




          (l) Loan Document. This Agreement shall constitute a Loan Document.




[SIGNATURE PAGES FOLLOW]





-8-









 





          Delivered at Chicago, Illinois, as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	ATLANTIS PLASTIC FILMS, INC.	 	 
	 	 	ATLANTIS MOLDED PLASTICS, INC.	 	 
	 	 	ATLANTIS FILMS, INC.	 	 
	 	 	RIGAL PLASTICS, INC.	 	 
	 	 	ATLANTIS PLASTICS INJECTION MOLDING, INC.	 	 
	 	 	PIERCE PLASTICS, INC.	 	 
	 	 	EXTRUSION MASTERS, INC.,	 	 
	 	 	each as a Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	Each by:
/s/ Paul G. Saari	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
Paul G. Saari	 	 
	 

	 	Title:
Senior Vice President and
Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	ATLANTIS PLASTICS, INC.,

as a Credit Party	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
/s/ Paul G. Saari	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
Paul G. Saari	 	 
	 

	 	Title:
Senior Vice President and
Chief Financial Officer	 	 






	 	 	 	 	 	 	 
	 	 	MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., acting through its division
Merrill Lynch Capital, as Administrative Agent and a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Troy A. Oder	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Troy A. Oder	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James N. Urbates	 	 
	 

	 	 	 	 	 	 
	 	 	Name: James N. Urbates	 	 
	 	 	Title: Duly Authorized Signatory	 	 






 









 






	 	 	 	 	 	 	 
	 	 	CENTURION CDO 8, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RiverSource Investments, LLC	 	 
	 

	 	Its:
	 	Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robin C. Stancil	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Robin C. Stancil	 	 
	 	 	Title: Director of Operations	 	 
	 
	 	 	 	 	 	 
	 	 	CENTURION CDO 9, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RiverSource Investments, LLC	 	 
	 

	 	Its:
	 	Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robin C. Stancil	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Robin C. Stancil	 	 
	 	 	Title: Director of Operations	 	 
	 
	 	 	 	 	 	 
	 	 	CENTURION CDO 10, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RiverSource Investments, LLC	 	 
	 

	 	Its:
	 	Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robin C. Stancil	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Robin C. Stancil	 	 
	 	 	Title: Director of Operations	 	 
	 
	 	 	 	 	 	 
	 	 	CENTURION CDO 12, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RiverSource Investments, LLC	 	 
	 

	 	Its:
	 	Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robin C. Stancil	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Robin C. Stancil	 	 
	 	 	Title: Director of Operations	 	 






-2-









 






	 	 	 	 	 	 	 
	 	 	CENTURION CDO 6, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RiverSource Investments, LLC	 	 
	 

	 	Its:
	 	Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robin C. Stancil	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Robin C. Stancil	 	 
	 	 	Title: Director of Operations	 	 
	 
	 	 	 	 	 	 
	 	 	CENTURION CDO 7, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RiverSource Investments, LLC	 	 
	 

	 	Its:
	 	Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robin C. Stancil	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Robin C. Stancil	 	 
	 	 	Title: Director of Operations	 	 
	 
	 	 	 	 	 	 
	 	 	BLACKROCK GLOBAL FLOATING RATE INCOME TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tom Colwell	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Tom Colwell	 	 
	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	BLACKROCK LIMITED DURATION INCOME TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tom Colwell	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Tom Colwell	 	 
	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	BLACKROCK SENIOR INCOME SERIES	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tom Colwell	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Tom Colwell	 	 
	 	 	Title: Authorized Signatory	 	 






-3-









 






	 	 	 	 	 	 	 
	 	 	BLACKROCK SENIOR INCOME SERIES II	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ann Marie Smith	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Ann Marie Smith	 	 
	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	BLACKROCK SENIOR INCOME SERIES IV	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ann Marie Smith	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Ann Marie Smith	 	 
	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	RED FOX FUNDING LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christina L. Ramseur	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Christina L. Ramseur	 	 
	 	 	Title: Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	MAGNETITE IV CLO, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ann Marie Smith	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Ann Marie Smith	 	 
	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	MAGNETITE V CLO, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ann Marie Smith	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Ann Marie Smith	 	 
	 	 	Title: Authorized Signatory	 	 






-4-









 






	 	 	 	 	 	 	 
	 	 	ACCESS INSTITUTIONAL LOAN FUND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Deerfield Capital Management LLC	 	 
	 

	 	Its:
	 	Portfolio Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lynne Sanders	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Lynne Sanders	 	 
	 	 	Title: Sr. Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	MUIRFIELD TRADING LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christina L. Ramseur	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Christina L. Ramseur	 	 
	 	 	Title: Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	CUMBERLAND II CLO LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Deerfield Capital Management LLC	 	 
	 

	 	Its:
	 	Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lynne Sanders	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Lynne Sanders	 	 
	 	 	Title: Sr. Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	MARKET SQUARE CLO, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Deerfield Capital Management LLC	 	 
	 

	 	Its:
	 	Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lynne Sanders	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Lynne Sanders	 	 
	 	 	Title: Sr. Vice President	 	 






-5-









 






	 	 	 	 	 	 	 
	 	 	BRIDGEPORT CLO, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Deerfield Capital Management LLC	 	 
	 

	 	Its:
	 	Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lynne Sanders	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Lynne Sanders	 	 
	 	 	Title: Sr. Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	MARQUETTE PARK CLO, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Deerfield Capital Management LLC	 	 
	 

	 	Its:
	 	Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lynne Sanders	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Lynne Sanders	 	 
	 	 	Title: Sr. Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GSC PARTNERS GEMINI FUND LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GSCP (NJ), L.P.	 	 
	 

	 	Its:
	 	Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Seth Katzenstein	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Seth Katzenstein	 	 
	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	GSC PARTNERS CDO FUND V, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GSCP (NJ), L.P.	 	 
	 

	 	Its:
	 	Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Seth Katzenstein	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Seth Katzenstein	 	 
	 	 	Title: Authorized Signatory	 	 







-6-










 





	 	 	 	 	 	 	 
	 	 	GSC PARTNERS CDO FUND VI, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GSCP (NJ), L.P.	 	 
	 

	 	Its:
	 	Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Seth Katzenstein	 	 
	 

	 	Name:
	 	 

Seth Katzenstein
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	GSC PARTNERS CDO FUND, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GSCP (NJ), L.P.	 	 
	 

	 	Its:
	 	Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Seth Katzenstein	 	 
	 

	 	Name:
	 	 

Seth Katzenstein
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	GSC PARTNERS CDO FUND II, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GSCP (NJ), L.P.	 	 
	 

	 	Its:
	 	Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Seth Katzenstein	 	 
	 

	 	Name:
	 	 

Seth Katzenstein
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	GSC PARTNERS CDO FUND III, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GSCP (NJ), L.P.	 	 
	 

	 	Its:
	 	Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Seth Katzenstein	 	 
	 

	 	Name:
	 	 

Seth Katzenstein
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






-7-









 






	 	 	 	 	 	 	 
	 	 	GSC PARTNERS CDO FUND VII, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	GSCP (NJ), L.P.	 	 
	 

	 	Its:
	 	Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Seth Katzenstein	 	 
	 

	 	Name:
	 	 

Seth Katzenstein
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	ING CAPITAL LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lawrence P. Eyink	 	 
	 

	 	Name:
	 	 

Lawrence P. Eyink
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	GREYROCK CDO LTD.	 	 
	 

	 	By
	 	Aladdin Capital Management LLC as Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Todd Murray	 	 
	 

	 	Name:
	 	 

Todd Murray
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	CENTURION CDO XI, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	RiverSource Investments, LLC	 	 
	 

	 	Its:
	 	Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robin C. Stancil	 	 
	 

	 	Name:
	 	 

Robin C. Stancil
	 	 
	 

	 	Title:
	 	Director of Operations	 	 
	 
	 	 	 	 	 	 
	 	 	BOLDWATER CBNA LOAN FUNDING, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	Boldwater CBNA Loan Funding LLC, for itself or as	 	 
	 	 	Boldwater CFPI Loan Funding LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Beata Konopko	 	 
	 

	 	Name:
	 	 

Beata Konopko
	 	 
	 

	 	Title:
	 	Attorney-in-fact	 	 






-8-









 






	 	 	 	 	 	 	 
	 	 	GE COMMERCIAL LOAN HOLDING LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	General Electric Capital Corporation	 	 
	 

	 	Its:
	 	Administrator	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dwayne L. Coker	 	 
	 

	 	Name:
	 	 

Dwayne L. Coker
	 	 
	 

	 	Title:
	 	Duly Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	LONG GROVE CLO, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Deerfield Capital Management LLC	 	 
	 

	 	Its:
	 	Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lynne Sanders	 	 
	 

	 	Name:
	 	 

Lynne Sanders
	 	 
	 

	 	Title:
	 	Sr. Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GE CFS LOAN HOLDING 2006-3 LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	General Electric Capital Corporation	 	 
	 

	 	Its:
	 	Administrator	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dwayne L. Coker	 	 
	 

	 	Name:
	 	 

Dwayne L. Coker
	 	 
	 

	 	Title:
	 	Duly Authorized Signatory	 	 







-9-