<PAGE>
                                                                    EXHIBIT 10.1

                      FOURTH AMENDMENT TO CREDIT AGREEMENT

         THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of August 11, 2005, is entered into by and among CENTRAL PARKING CORPORATION, a
Tennessee corporation ("CPC" or the "Parent"), CENTRAL PARKING SYSTEM, INC., a
Tennessee corporation ("CPS"), ALLRIGHT CORPORATION, a Delaware corporation
("Allright"), KINNEY SYSTEM, INC., a Delaware corporation ("Kinney"), CPS
FINANCE, INC., a Delaware corporation ("CPSF"), CENTRAL PARKING SYSTEM OF
TENNESSEE, INC., a Tennessee corporation ("CPST"), (CPC, CPS, Allright, Kinney,
CPSF and CPST are hereinafter referred to individually as a "Borrower" and
collectively as the "Borrowers"), the Subsidiary Guarantors, the Lenders party
to the Existing Credit Agreement (defined below) (the "Lenders") and BANK OF
AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (each,
as defined herein).

                               W I T N E S S E T H

         WHEREAS, the Borrowers, the Subsidiary Guarantors, the Lenders party
thereto, the Administrative Agent, the Syndication Agent and the
Co-Documentation Agents entered into that certain Credit Agreement, dated as of
February 28, 2003, as amended by that certain First Amendment to Credit
Agreement, dated as of August 12, 2003, as amended by that certain Second
Amendment to Credit Agreement, dated as of June 4, 2004, as amended by that
certain Third Amendment to Credit Agreement, dated as of January 25, 2005 (as
further amended, modified, extended, renewed, restated, replaced or increased
from time to time, the "Existing Credit Agreement"); and

         WHEREAS, the Parent has requested, and the Lenders have agreed, to
amend the Existing Credit Agreement as provided herein.

         NOW, THEREFORE, in consideration of the agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:

                                     PART I
                                   DEFINITIONS

         SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or the
context otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following meanings:

                  "Amended Credit Agreement" means the Existing Credit Agreement
         as amended hereby.

         SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its preamble
and recitals, have the meanings provided in the Amended Credit Agreement.


<PAGE>

                                     PART II
                     AMENDMENTS TO EXISTING CREDIT AGREEMENT

         Effective on (and subject to the occurrence of) the Fourth Amendment
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part II.

         SUBPART 2.1 Amendments to Section 1.01. Section 1.01 of the Existing
Credit Agreement is hereby amended to add the following new definitions each in
their appropriate alphabetical order:

                  "Designated Share Repurchase" means that certain plan approved
         or to be approved by the Parent's Board of Directors on or about the
         Fourth Amendment Effective Date, authorizing the Parent to effect the
         buy-back of the Capital Stock of the Parent in an amount not to exceed
         $75,000,000 in the aggregate.

                  "Fourth Amendment Effective Date" means August 11, 2005.

         SUBPART 2.2 Amendment to Section 2.05(b)(iii). Subclause (iii) of
Section 2.05(b) of the Existing Credit Agreement is hereby amended and restated
in its entirety as follows:

                  (iii) Dispositions and Involuntary Dispositions. If the
         Consolidated Leverage Ratio as of the end of the fiscal quarter most
         recently ended prior to the date of each such Disposition or
         Involuntary Disposition is greater than 3.00 to 1.0, the Borrowers
         shall prepay the Loans and Cash Collateralize the L/C Obligations as
         hereinafter provided in an aggregate amount equal to 100% of the Net
         Cash Proceeds of all Dispositions and Involuntary Dispositions
         aggregating in excess of $2,500,000 in any one fiscal year to the
         extent that within 365 days after the date of the applicable
         Disposition or Involuntary Disposition, the excess is not either (x)
         used to purchase, repurchase or redeem Capital Stock of the Parent to
         the extent permitted by Section 8.02(l) or Section 8.02(n) or to pay or
         make additional dividends or other distributions to the extent
         permitted by Section 8.06(d)(ii) or Section 8.06(d)(iv) or (y)
         reinvested in Property useful in the Businesses. Such prepayment shall
         be due immediately upon the expiration of the 365 day period to the
         extent the $2,500,000 threshold has been exceeded, and shall be applied
         as set forth in clause (vi) below).

         SUBPART 2.3 Amendment to Section 8.02. Clause (l) of Section 8.02 of
the Existing Credit Agreement is hereby amended and restated in its entirety as
follows and a new clause (n) is hereby inserted following clause (m) of Section
8.02:

         8.02     INVESTMENTS.

                  Make any Investments, except:

                                      *****

                  (l) Investments consisting of the purchase, repurchase or
         redemption of the Capital Stock of the Parent to the extent that (i) if
         the Consolidated Senior Leverage Ratio as of the end of the fiscal
         quarter most recently ended prior to the date of, and after giving
         effect to, such proposed purchase, repurchase or redemption is less
         than 2.50 to 1.00, the


                                       2
<PAGE>

         aggregate amount of all such purchases, repurchases or redemptions and
         all dividends or other distributions made pursuant to Section
         8.06(d)(ii) following the Fourth Amendment Effective Date shall not
         exceed $100,000,000 and (ii) if the Consolidated Senior Leverage Ratio
         as of the end of the fiscal quarter most recently ended prior to the
         date of, and after giving effect to, such proposed purchase, repurchase
         or redemption is greater than or equal to 2.50 to 1.00 but less than
         3.75 to 1.00 (or the then applicable covenant requirement under Section
         8.11(a), if less than 3.75 to 1.00), the aggregate amount of all such
         purchases, repurchases or redemptions and all dividends or other
         distributions made pursuant to Section 8.06(d)(ii) following the Fourth
         Amendment Effective Date shall not exceed the sum of $35,000,000 plus
         an amount equal to the lesser of (x) $15,000,000 and (y) 100% of the
         Net Cash Proceeds from Dispositions not required to prepay the Loans or
         Cash Collateralize the L/C Obligations pursuant to Section 2.05(b)(iii)
         and not otherwise reinvested by the Borrower during the applicable 365
         day period following each such Disposition as permitted by Section
         2.05(b)(iii); provided, however, that if the Consolidated Senior
         Leverage Ratio as of the end of the fiscal quarter most recently ended
         prior to the date of, or after giving effect to, such proposed
         purchase, repurchase or redemption is greater than or equal to 3.75 to
         1.00 (or the then applicable covenant requirement under Section
         8.11(a), if less than 3.75 to 1.00), no such Investments shall be
         permitted (it is understood and agreed that this clause (l) is a
         limitation on such Investments on a prospective basis only and that a
         Default or Event of Default shall not occur under this clause (l)
         retroactively);

                                      *****

                  (n) Investments consisting the purchase, repurchase or
         redemption of the Capital Stock of the Parent in connection with the
         Designated Share Repurchase in an aggregate amount not to exceed
         $75,000,000.

         SUBPART 2.4 Amendment to Section 8.05. Section 8.05 of the Existing
Credit Agreement is hereby amended and restated in its entirety as follows:

         8.05     DISPOSITIONS.

                  Make any Disposition unless (a) the consideration paid in
         connection therewith shall be cash or Cash Equivalents and shall be in
         an amount not less than the fair market value of the Property disposed
         of, (b) if such transaction is a Sale and Leaseback Transaction, such
         transaction is not prohibited by the terms of Section 8.15, (c) such
         transaction does not involve the sale or other disposition of a
         minority equity interest in any Consolidated Party, (d) such
         transaction does not involve a sale or other disposition of receivables
         other than receivables owned by or attributable to other Property
         concurrently being disposed of in a transaction otherwise permitted
         under this Section 8.05, (e) the aggregate net book value of any
         individual Real Property asset sold or otherwise disposed of by the
         Consolidated Parties in such Disposition shall not exceed $15,000,000
         (other than with respect to the Sale Properties), (f) the aggregate net
         book value of all of the assets sold or otherwise disposed of by the
         Consolidated Parties in all such transactions during any fiscal year
         shall not exceed $35,000,000 (other than with respect to the Sale
         Properties), (g) no later than five (5) Business Days prior to the
         consummation of any such Disposition that is in an amount of
         $10,000,000 or more, the Parent shall have delivered to the
         Administrative Agent (i) a Pro Forma Compliance Certificate
         demonstrating that, upon giving effect on a Pro Forma Basis to such
         transaction, the Loan Parties would be in



                                       3
<PAGE>

         compliance with the financial covenants set forth in Section
         8.11(a)-(d) as of the most recent fiscal quarter end with respect to
         which the Administrative Agent has received the Required Financial
         Information and (ii) a certificate of a Responsible Officer of the
         Parent specifying the anticipated date of such Disposition, briefly
         describing the assets to be sold or otherwise disposed of and setting
         forth the net book value of such assets, the aggregate consideration
         and the Net Cash Proceeds to be received for such assets in connection
         with such Disposition and (h) the Loan Parties shall comply with the
         terms of Section 2.05(b)(iii). Pending final application of the Net
         Cash Proceeds of any Disposition, to the extent required, the
         Consolidated Parties may apply such Net Cash Proceeds to temporarily
         reduce the Revolving Loans or to make Investments in Cash Equivalents.

         SUBPART 2.5 Amendment to Section 8.06(d). Clause (d) of Section 8.06 of
the Existing Credit Agreement is hereby amended and restated in its entirety as
follows:

         8.06     RESTRICTED PAYMENTS.

                  Declare or make, directly or indirectly, any Restricted
         Payment, or incur any obligation (contingent or otherwise) to do so,
         other than:

                                      *****

                  (d) provided that no Event of Default has occurred and is
         continuing or would occur as a result, the Parent may declare, make and
         pay (i) annual cash dividends and other cash distributions in an amount
         not to exceed the lesser of (A) $10,000,000 and (B) fifty percent (50%)
         of Consolidated Net Income during the preceding fiscal year, (ii)
         additional cash dividends and other cash distributions to the extent
         that (A) if the Consolidated Senior Leverage Ratio as of the end of the
         fiscal quarter most recently ended prior to the date of, and after
         giving effect to, such proposed dividend or distribution is less than
         2.50 to 1.00, the aggregate amount of all such dividends and other cash
         distributions pursuant to this clause (ii) plus the aggregate amount of
         all purchases, repurchases or redemptions made pursuant to Section
         8.02(l) following the Fourth Amendment Effective Date shall not exceed
         $100,000,000 and (B) if the Consolidated Senior Leverage Ratio as of
         the end of the fiscal quarter most recently ended prior to the date of,
         and after giving effect to, such proposed dividend or distribution is
         greater than or equal to 2.50 to 1.00 but less than 3.75 to 1.00 (or
         the then applicable covenant requirement under Section 8.11(a), if less
         than 3.75 to 1.00), the aggregate amount of all such dividends and
         other cash distributions pursuant to this clause (ii) plus the
         aggregate amount of all purchases, repurchases or redemptions made
         pursuant to Section 8.02(l) following the Fourth Amendment Effective
         Date shall not exceed the sum of $35,000,000 plus an amount equal to
         the lesser of (x) $15,000,000 and (y) 100% of the Net Cash Proceeds
         from Dispositions not required to prepay the Loans or Cash
         Collateralize the L/C Obligations pursuant to Section 2.05(b)(iii) and
         not otherwise reinvested by the Borrower during the applicable 365 day
         period following each such Disposition as permitted by Section
         2.05(b)(iii); provided, however, if the Consolidated Senior Leverage
         Ratio as of the end of the fiscal quarter most recently ended prior to
         the date of, or after giving effect to, such proposed dividend or
         distribution is greater than or equal to 3.75 to 1.00 (or the then
         applicable covenant requirement under Section 8.11(a), if less than
         3.75 to 1.00), no such additional dividends or distributions shall be
         permitted (it is understood and agreed that this subclause (ii) is a
         limitation on such additional cash dividends and other cash
         distributions on a prospective basis only and that



                                       4
<PAGE>

         a Default or Event of Default shall not occur under this subclause (ii)
         retroactively), (iii) dividends on the Preferred Stock on the dates and
         at the rate set forth in the description of the Preferred Stock
         contained in Schedule 1.02 and (iv) purchases, repurchases or
         redemptions by the Parent of its Capital Stock in connection with the
         Designated Share Repurchase in an amount not to exceed $75,000,000; and

         SUBPART 2.6 Amendment to Section 8.11. Clauses (a), (b) and (d) of
Section 8.11 of the Existing Credit Agreement are hereby amended and restated in
their entirety as follows:

         8.11     FINANCIAL COVENANTS.

                  (a) Consolidated Leverage Ratio. Permit the Consolidated
         Leverage Ratio as of the end of any fiscal quarter of the Parent ending
         during a period specified below to be greater than the ratio set forth
         below opposite such fiscal quarter:

<TABLE>
<S>                                                                 <C>
                  September 30, 2005 through December 31, 2005      5.25 to 1.00
                  January 1, 2006 through March 31, 2006            4.50 to 1.00
                  June 30, 2006 and thereafter                      3.50 to 1.00
</TABLE>

                  (b) Consolidated Senior Leverage Ratio. Permit the
         Consolidated Senior Leverage Ratio as of the end of any fiscal quarter
         of the Parent ending during a period specified below to be greater than
         the ratio set forth below opposite such fiscal quarter:

<TABLE>
<S>                                                                 <C>
                  September 30, 2005 through December 31, 2005      4.00 to 1.00
                  January 1, 2006 through March 31, 2006            3.25 to 1.00
                  June 30, 2006 and thereafter                      2.50 to 1.00
</TABLE>

                                      *****

                  (d) Consolidated Net Worth. Permit Consolidated Net Worth at
         any time to be less than the sum of $390,000,000, increased on a
         cumulative basis as of the end of each fiscal quarter of the Parent, by
         an amount equal to (i) 50% of cumulative Consolidated Net Income (to
         the extent positive) for each fiscal quarter ended subsequent to
         September 30, 2004 plus (ii) 100% of the Net Cash Proceeds from Equity
         Issuances occurring subsequent to September 30, 2004 minus (iii) the
         aggregate amount of all Restricted Payments following the Fourth
         Amendment Effective Date made pursuant to clauses (l) and (n) of
         Section 8.02 and subclauses (ii) and (iv) of Section 8.06(d).


                                    PART III
                           CONDITIONS TO EFFECTIVENESS

         SUBPART 3.1 Fourth Amendment Effective Date. This Amendment shall be
and become effective as of the Fourth Amendment Effective Date when all of the
conditions set forth in this Part III shall have been satisfied, and thereafter
this Amendment shall be known, and may be referred to, as the "Amendment".

         SUBPART 3.2 Execution of Counterparts of Amendment. The Administrative
Agent shall have received counterparts of this Amendment, which collectively
shall have been duly


                                       5
<PAGE>

executed on behalf of each of the Borrowers, the Guarantors, the Required
Lenders and the Administrative Agent.

         SUBPART 3.3 Amendment Fee. The Administrative Agent shall have received
for the account of each Lender an amendment fee in the amount heretofore agreed
to be paid to such Lender.

         SUBPART 3.4 Fees and Expenses. The Parent shall have paid all
reasonable fees and expenses incurred in connection with the negotiation,
preparation, execution and delivery of this Amendment and the other transactions
contemplated herein including, without limitation, the reasonable legal fees and
expenses of Moore & Van Allen PLLC, counsel to the Administrative Agent.

         SUBPART 3.5 Other Items. The Administrative Agent shall have received
such other documents, agreements or information that may be reasonably requested
by the Administrative Agent.

                                     PART IV
                                  MISCELLANEOUS

         SUBPART 4.1 Representations and Warranties. The Borrowers hereby
represent and warrant to the Administrative Agent and the Lenders that, after
giving effect to this Amendment, (a) no Default or Event of Default exists under
the Amended Credit Agreement and (b) the representations and warranties set
forth in Article VI of the Existing Credit Agreement are, subject to the
limitations set forth therein, true and correct as of the date hereof (except
for those which expressly relate to an earlier date).

         SUBPART 4.2 Reaffirmation of Obligations. The Borrowers hereby ratify
the Existing Credit Agreement and acknowledge and reaffirm (a) that they are
bound by all terms of the Amended Credit Agreement applicable to them and (b)
that they are responsible for the observance and full performance of their
respective obligations under the Amended Credit Agreement.

         SUBPART 4.3 Cross-References. References in this Amendment to any Part
or Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment.

         SUBPART 4.4 Instrument Pursuant to Existing Credit Agreement. This
Amendment is executed pursuant to the Existing Credit Agreement and shall
(unless otherwise expressly indicated herein) be construed, administered and
applied in accordance with the terms and provisions of the Existing Credit
Agreement.

         SUBPART 4.5 References in Other Credit Documents. At such time as this
Amendment shall become effective pursuant to the terms of Subpart 3.1, all
references to the "Credit Agreement" in the Existing Credit Agreement (and
similar references, such as "hereof" and "hereto") and in the other Loan
Documents shall be deemed to refer to the Existing Credit Agreement as amended
by this Amendment.

         SUBPART 4.6 Counterparts/Telecopy. This Amendment may be executed by
the parties hereto in several counterparts, each of which shall be deemed to be
an original and all of


                                       6
<PAGE>

which shall constitute together but one and the same agreement. Delivery of
executed counterparts of the Amendment by facsimile (including electronic mail)
shall be effective as an original and shall constitute a representation that an
original shall be delivered.

         SUBPART 4.7 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW,
BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES).

         SUBPART 4.8 Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

         SUBPART 4.9 General. Except as amended hereby, the Existing Credit
Agreement and all other Credit Documents shall continue in full force and
effect.

                  [Remainder of Page Intentionally Left Blank]















                                       7

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Credit Agreement as of the date first above written.

BORROWERS:                            CENTRAL PARKING CORPORATION,
                                      a Tennessee corporation


                                      By: /s/ Monroe J. Carell, Jr.
                                          ---------------------------------
                                      Name: Monroe J. Carell, Jr.
                                            -------------------------------
                                      Title: Executive Chairman
                                             ------------------------------


                                      CENTRAL PARKING SYSTEM, INC.,
                                      a Tennessee corporation
                                      ALLRIGHT CORPORATION,
                                      a Delaware corporation
                                      KINNEY SYSTEM, INC.,
                                      a Delaware corporation
                                      CPS FINANCE, INC.,
                                      a Delaware corporation
                                      CENTRAL PARKING SYSTEM OF TENNESSEE, INC.,
                                      a Tennessee corporation

                                      By: /s/ Monroe J. Carell, Jr.
                                          ---------------------------------
                                      Name: Monroe J. Carell, Jr.
                                            -------------------------------
                                      Title: Executive Chairman
                                             ------------------------------


<PAGE>



GUARANTORS:                      CENTRAL PARKING SYSTEM OF NEW YORK, INC.,
                                 a Tennessee corporation
                                 KINNEY PARKING SYSTEM, INC.,
                                 a New York corporation
                                 CENTRAL PARKING SYSTEM OF PENNSYLVANIA,
                                 INC., a Tennessee corporation
                                 CENTRAL PARKING SYSTEM OF VIRGINIA, INC.
                                 (F/K/A DIPLOMAT PARKING CORP.),
                                 a DC corporation
                                 CENTRAL PARKING SYSTEM OF TEXAS, INC.,
                                 a Texas corporation
                                 CENTRAL PARKING SYSTEM OF OHIO, INC.,
                                 a Tennessee corporation
                                 CENTRAL PARKING SYSTEM OF FLORIDA, INC.,
                                 a Tennessee corporation
                                 ALLRIGHT NEW YORK PARKING, INC.,
                                 a New York corporation
                                 CENTRAL PARKING SYSTEM OF NEW JERSEY,
                                 INC., a New Jersey corporation
                                 CENTRAL PARKING SYSTEM OF GEORGIA, INC.,
                                 a Tennessee corporation
                                 USA PARKING SYSTEM, INC. (F/K/A MARLIN, INC.),
                                 a Tennessee corporation
                                 CENTRAL PARKING SYSTEM OF LOUISIANA, INC.,
                                 a Tennessee corporation
                                 CENTRAL PARKING SYSTEM OF MARYLAND, INC.,
                                 a Tennessee corporation
                                 CENTRAL PARKING SYSTEM REALTY OF NEW YORK,
                                 INC., a Tennessee corporation
                                 CENTRAL PARKING SYSTEM OF WASHINGTON, INC.,
                                 a Tennessee corporation
                                 CENTRAL PARKING SYSTEM OF MISSOURI, INC.
                                 (F/K/A CPS-ST. LOUIS, INC.),
                                 a Tennessee corporation
                                 CENTRAL PARKING SYSTEM OF WISCONSIN, INC.,
                                 a Tennessee corporation


                                 By: /s/ Monroe J. Carell, Jr.
                                     --------------------------------
                                 Name: Monroe J. Carell, Jr.
                                       ------------------------------
                                 Title: Executive Chairman
                                        -----------------------------
                                 of each of the foregoing Guarantors


                           [signature pages continue]



<PAGE>


ADMINISTRATIVE AGENT:                  BANK OF AMERICA, N.A., as
                                       Administrative Agent

                                       By: /s/ Ronaldo Naval
                                           -------------------------------------
                                       Name: Ronaldo Naval
                                             -----------------------------------
                                       Title: Vice President
                                              ----------------------------------


LENDERS:                               BANK OF AMERICA, N.A., as a Lender, L/C
                                       Issuer and Swing Line Lender

                                       By: /s/ Thomas C. Kilcrease, Jr.
                                           ------------------------------------
                                       Name: Thomas C. Kilcrease, Jr.
                                             ----------------------------------
                                       Title: Senior Vice President
                                              ---------------------------------

<PAGE>

                                      LENDER

                                      By: /s/ Scott Corley
                                          ----------------------------
                                      Name: Scott Corley
                                      Title: Managing Director
                                             Sun Trust Bank

                                      LENDER

                                      By: /s/ Patrick H McGraw
                                          ----------------------------
                                      Name: Patrick H McGraw
                                      Title: Assistant Vice President
                                             US Bank, N.A.

                                      COMERICA BANK

                                      By: /s/ Heather Whiting
                                          ----------------------------
                                      Name: Heather Whiting
                                      Title: Account Officer

                                      BARCLAYS BANK PLC

                                      By: /s/ Vincent Muldoon
                                          ----------------------------
                                      Name: Vincent Muldoon
                                      Title: Director, Multinational
                                             Corporate Team

<PAGE>

                                      AMSOUTH BANK

                                      By: /s/ Randall P. Robinson
                                          ----------------------------
                                      Name: Randall P. Robinson
                                      Title: Vice President

                                      LENDER

                                      By: /s/ Raymond Ventura
                                          ----------------------------
                                      Name: Raymond Ventura
                                      Title: Senior Vice President
                                             Mizuho Corporate Bank

                                      NATIONAL CITY BANK OF KENTUCKY

                                      By: /s/ Kevin L. Anderson
                                          ----------------------------
                                      Name: Kevin L. Anderson
                                      Title: Senior Vice President

                                      REGIONS BANK

                                      By: /s/ Carol S Geraghty
                                          ----------------------------
                                      Name: Carol S Geraghty
                                      Title: Vice President

<PAGE>

                                      FIFTH THIRD BANK, N.A.

                                      By: /s/ Julie Varner
                                          ----------------------------
                                      Name: Julie Varner
                                      Title: Assistant Vice President

                                      FIRST TENNESSEE BANK N.A.

                                      By: /s/ Russell S. Rogers
                                          ----------------------------
                                      Name: Russell S. Rogers
                                      Title: Vice President

                                      LANDMARK CDO LIMITED

                                      By Aladdin Capital Management LLC
                                         as Manager

                                      /s/ Christine M. Barto
                                      --------------------------------
                                      Name: Christine M. Barto
                                      Title: Authorized Signatory


                                      LANDMARK II CDO LIMITED

                                      By Aladdin Capital Management LLC
                                         as Manager

                                      /s/ Christine M. Barto
                                      --------------------------------
                                      Name: Christine M. Barto
                                      Title: Authorized Signatory

<PAGE>


                                      LANDMARK III CDO LIMITED

                                      By Aladdin Capital Management LLC
                                         as Manager

                                      /s/ Christine M Barto
                                      -------------------------------
                                      Name: Christine M. Barto
                                      Title: Authorized Signatory

                                      AMMC CDO II, LIMITED
                                      By: American Money Management Corp.,
                                          as Collateral Manager

                                      By: /s/ David P. Meyer
                                          ----------------------------
                                      Name: David P. Meyer
                                      Title: Senior Vice President

                                      AMMC CLO III, LIMITED
                                      By: American Money Management Corp.,
                                          as Collateral Manager

                                      By: /s/ David P. Meyer
                                          ----------------------------
                                      Name: David P. Meyer
                                      Title: Senior Vice President

                                      AMERIPRISE CERTIFICATE COMPANY
                                      By: RiverSource Investments, LLC as
                                          Collateral Manager


                                      By: /s/ Yvonne E. Stevens
                                          ----------------------------
                                      Name: Yvonne E. Stevens
                                      Title: Senior Managing Director

<PAGE>

                                      CENTURION CDO II, LTD.
                                      By: RiverSource Investments, LLC as
                                          Collateral Manager


                                      By: /s/ Vincent P. Pham
                                          ----------------------------
                                      Name: Vincent P. Pham
                                      Title: Director - Operations

                                      CENTURION CDO VI, LTD.
                                      By: RiverSource Investments, LLC as
                                          Collateral Manager


                                      By: /s/ Vincent P. Pham
                                          ----------------------------
                                      Name: Vincent P. Pham
                                      Title: Director - Operations

                                      IDS LIFE INSURANCE COMPANY
                                      By: RiverSource Investments, LLC as
                                          Collateral Manager

                                      LENDER

                                      By: /s/ Yvonne E. Stevens
                                          ----------------------------
                                      Name: Yvonne E. Stevens
                                      Title: Senior Managing Director

                                      SEQUILS-CENTURION V, LTD.
                                      By: RiverSource Investments, LLC as
                                          Collateral Manager

                                      LENDER

                                      By: /s/ Vincent P. Pham
                                          ----------------------------
                                      Name: Vincent P. Pham
                                      Title: Director - Operations

<PAGE>

                                      VENTURE CDO 2002 LIMITED
                                      BY ITS INVESTMENT ADVISOR, MJX ASSET
                                      MANAGEMENT LLC

                                      By: /s/ Atha Baugh
                                          ----------------------------
                                      Name: Atha Baugh
                                      Title: Director

                                      VENTURE II CDO 2002 LIMITED
                                      BY ITS INVESTMENT ADVISOR, MJX ASSET
                                      MANAGEMENT LLC

                                      By: /s/ Atha Baugh
                                          ----------------------------
                                      Name: Atha Baugh
                                      Title:  Director

                                      47TH STREET FUNDING II INC.

                                      By: /s/ David M. Millison
                                          ----------------------------
                                      Name: David M. Millison
                                      Title: Managing Director


                                      BANK OF MONTREAL
                                      By: Him Monegy, Inc as agent

                                      By: /s/ Greg Walker
                                          ----------------------------
                                      Name: Greg Walker
                                      Title: Vice-President, HIM Monegy Inc

<PAGE>

                                      BLACK DIAMOND CLO 2005-1 LTD.
                                      BY: BLACK DIAMOND CAPITAL MANAGEMENT,
                                      L.L.C., AS ITS COLLATERAL MANAGER

                                      By: /s/ James J. Zenni, Jr.
                                          -----------------------
                                      Name: James J. Zenni, Jr.
                                      Title: President & Managing Partner
                                             Black Diamond Capital
                                             Management, L.L.C.

                                      BLACK DIAMOND CLO 2005-2 LTD.
                                      BY: BLACK DIAMOND CAPITAL MANAGEMENT,
                                      L.L.C., AS ITS COLLATERAL MANAGER

                                      By: /s/ James J. Zenni, Jr.
                                          -----------------------
                                      Name: James J. Zenni, Jr.
                                      Title: President & Managing Partner
                                             Black Diamond Capital
                                             Management, L.L.C.


                                      BLACK DIAMOND INTERNATIONAL FUNDING
                                      LTD.

                                      By: /s/ Alan Corkish
                                          ----------------------------
                                      Name: Alan Corkish
                                      Title: Director

                                      BLACKROCK SENIOR LOAN TRUST
                                      MAGNETITE IV CLO, LIMITED
                                      MAGNETITE V CLO, LIMITED

                                      By: /s/ Tom Colwell
                                          ----------------------------
                                      Name: Tom Colwell
                                      Title: Authorized Signatory
<PAGE>


                                      HANOVER SQUARE CLO LTD.
                                      BY: BLACKSTONE DEBT ADVISORS L.P.
                                      AS COLLATERAL MANAGER

                                      By: /s/ Dean Criares
                                          --------------------------
                                      Name: Dean Criares
                                      Title: Managing Director


                                      MONUMENT PARK CDO LTD.
                                      BY: BLACKSTONE DEBT ADVISORS L.P.
                                      AS COLLATERAL MANAGER

                                      By: /s/ Dean Criares
                                          --------------------------
                                      Name: Dean Criares
                                      Title: Managing Director


                                      UNION SQUARE CDO LTD.
                                      BY: BLACKSTONE DEBT ADVISORS L.P.
                                      AS COLLATERAL MANAGER

                                      By: /s/ Dean Criares
                                          -------------------------
                                      Name: Dean Criares
                                      Title: Managing Director

                                      AURUM CLO 2002-1, LTD.
                                      BY: COLUMBIA MANAGEMENT ADVISORS, INC.
                                      AS INVESTMENT MANAGER

                                      By: /s/ Eric S. Meyer
                                          -------------------------
                                      Name: Eric S. Meyer
                                      Title: Vice President

<PAGE>

                                      FLAGSHIP CLO IV
                                      BY: Flagship Capital Management, Inc.

                                      By: /s/ Eric S. Meyer
                                          --------------------------
                                      Name: Eric S. Meyer
                                      Title: Director


                                      APEX (IDM) CDO I, LTD.
                                      BABSON CLO LTD. 2003-I
                                      BABSON CLO LTD. 2004-II
                                      SUFFIELD CLO, LIMITED
                                      By: Babson Capital Management LLC
                                          as Collateral Manager

                                      By: /s/ David P. Wells
                                          ------------------------------
                                      Name: David P. Wells, CFA
                                      Title: Managing Director

                                      MAPLEWOOD (CAYMAN) LIMITED
                                      By: Babson Capital Management LLC
                                          as Investment Manager

                                      By: /s/ David P. Wells
                                          ----------------------------
                                      Name: David P. Wells, CFA
                                      Title: Managing Director

                                      MASSACHUSETTS MUTUAL LIFE INSURANCE
                                      COMPANY
                                      By: Babson Capital Management LLC
                                          as Investment Adviser

                                      By: /s/ David P. Wells
                                          ----------------------------
                                      Name: David P. Wells, CFA
                                      Title: Managing Director

                                      SIMSBURY CLO, LIMITED
                                      By: Babson Capital Management LLC under
                                          delegated authority from Massachusetts
                                          Mutual Life Insurance Company as
                                          Collateral Manager

                                      By: /s/ David P. Wells
                                          ----------------------------
                                      Name: David P. Wells, CFA
                                      Title: Managing Director

                                      BILL & MELINDA GATES FOUNDATION
                                      By: Babson Capital Management LLC
                                          as Investment Adviser

                                      By: /s/ David P. Wells
                                          ----------------------------
                                      Name: David P. Wells, CFA
                                      Title: Managing Director

                                      FLAGSHIP CLO 2001-1
                                      BY: FLAGSHIP CAPITAL MANAGEMENT, INC.

                                      By: /s/ Eric S. Meyer
                                          ----------------------------
                                      Name: Eric S. Meyer
                                      Title: Director

<PAGE>

                                      FLAGSHIP CLO II
                                      BY: FLAGSHIP CAPITAL MANAGEMENT, INC.

                                      By: /s/ Eric S. Meyer
                                          -----------------------------
                                      Name: Eric S. Meyer
                                      Title: Director

                                      LONG LANE MASTER TRUST IV

                                      By: /s/ Ann E. Morris
                                          -----------------------------
                                      Name: Ann E. Morris
                                      Title: Authorized Agent

                                      GENERAL ELECTRIC CAPITAL CORPORATION,
                                      AS ADMINISTRATOR FOR, MERRITT CLO
                                      HOLDING LLC

                                      By: /s/ Robert M. Kadlick
                                          -----------------------------
                                      Name: ROBERT M. KADLICK
                                      Title: DULY AUTHORIZED SIGNATORY

                                      HARCH-CLO II LIMITED

                                      By: /s/ Michael E. Lewitt
                                          ----------------------------
                                      Name: Michael E. Lewitt
                                      Title: AUTHORIZED SIGNATORY

<PAGE>

                                      BLUE SQUARE FUNDING LIMITED SERIES 3

                                      By: /s/ Alice L. Wagner
                                          ----------------------------
                                      Name: Alice L. Wagner
                                      Title: Vice President

                                      HIGHLAND LEGACY LIMITED
                                      By: Highland Capital Management, L.P.,
                                          As Collateral Manager
                                      By: Strand Advisors, Inc., Its General
                                          Partner

                                      By: /s/ Chad Schramek
                                          ---------------------------
                                      Name: Chad Schramek
                                      Title: Assistant Treasurer
                                             Strand Advisors, Inc., General
                                             Partner of Highland Capital
                                             Management, L.P.

                                      HIGHLAND OFFSHORE PARTNERS, L.P.
                                      By: Highland Capital Management, L.P.,
                                          As Collateral Manager
                                      By: Strand Advisors, Inc., Its General
                                          Partner

                                      By: /s/ Chad Schramek
                                          -------------------------
                                      Name: Chad Schramek
                                      Title: Assistant Treasurer
                                             Strand Advisors, Inc., General
                                             Partner of Highland Capital
                                             Management, L.P.

                                      RESTORATION FUNDING CLO, LTD
                                      By: Highland Capital Management, L.P.,
                                          As Collateral Manager
                                      By: Strand Advisors, Inc., Its General
                                          Partner

                                      By: /s/ Chad Schramek
                                          -----------------------
                                      Name: Chad Schramek
                                      Title: Assistant Treasurer
                                             Strand Advisors, Inc., General
                                             Partner of Highland Capital
                                             Management, L.P.

<PAGE>

                                      MORGAN STANLEY PRIME INCOME TRUST

                                      By: /s/ Jinny K. Kim
                                          ------------------------
                                      Name: Jinny K. Kim
                                      Title: Vice President

                                      NATIONWIDE MUTUAL INSURANCE COMPANY

                                      By: [ILLEGIBLE]
                                          ------------------
                                      Name: [ILLEGIBLE]
                                      Title: [ILLEGIBLE]


                                      BOSTON HARBOR CLO 2004-1, LTD.

                                      /s/ Beth Mazor
                                      -----------------------
                                      By: Beth Mazor
                                      Title: V.P.

                                      SANKATY ADVISORS, LLC AS COLLATERAL
                                      Manager for AVERY POINT CLO LTD.,
                                      as Term Lender


                                      By: /s/ Diane J. Exter
                                          -------------------------------
                                      Name: DIANE J. EXTER
                                      Title: MANAGING DIRECTOR/PORTFOLIO
                                             MANAGER
<PAGE>

                                        SANKATY ADVISORS, LLC 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, LLC 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, LLC AS COLLATERAL
                                        MANAGER FOR CASTLE HILL III CLO,
                                        LIMITED, AS TERM LENDER


                                        By: /s/ Diane J. Exter
                                            ----------------------------------
                                        Name: DIANE J. EXTER
                                        Title: MANAGING DIRECTOR
                                               PORTFOLIO MANAGER

                                        HARBOUR TOWN FUNDING LLC

                                        By: /s/ M. Cristina Higgins
                                            ----------------------------------
                                        Name: M. Cristina Higgins
                                        Title: Assistant Vice President

<PAGE>

                                        SANKATY ADVISORS, LLC AS COLLATERAL
                                        MANAGER FOR LOAN FUNDING XI LLC,
                                        AS TERM LENDER


                                        By: /s/ Diane J. Exter
                                            ----------------------------------
                                        Name: DIANE J. EXTER
                                        Title: MANAGING DIRECTOR
                                               PORTFOLIO MANAGER

                                        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

                                        SANKATY ADVISORS, LLC AS COLLATERAL
                                        MANAGER FOR RACE POINT II CLO,
                                        LIMITED, AS TERM LENDER


                                        By: /s/ Diane J. Exter
                                            ----------------------------------
                                        Name: DIANE J. EXTER
                                        Title: MANAGING DIRECTOR
                                               PORTFOLIO MANAGER

                                        WB LOAN FUNDING 2, LLC

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

<PAGE>

                                        EAGLE LOAN TRUST
                                        BY: STANFIELD CAPITAL PARTNERS, LLC
                                            AS ITS COLLATERAL MANAGER


                                        By: /s/ Christopher A. Bondy
                                            ----------------------------------
                                        Name: Christopher A. Bondy
                                        Title: Partner

                                        STANFIELD ARBITRAGE CDO, LTD.
                                        BY: STANFIELD CAPITAL PARTNERS LLC
                                            AS ITS COLLATERAL MANAGER


                                        BY: /s/ Christopher A. Bondy
                                            ----------------------------------
                                        Name: Christopher A. Bondy
                                        Title: Partner

                                        STANFIELD BRISTOL CLO, LTD.
                                        By: Stanfield Capital Partners LLC
                                            as its Collateral Manager


                                        By: /s/ Christopher A. Bondy
                                            ----------------------------------
                                        Name: Christopher A. Bondy
                                        Title: Partner

                                        STANFIELD CARRERA CLO, LTD.
                                        BY: STANFIELD CAPITAL PARTNERS LLC
                                            AS ITS ASSET MANAGER


                                        By: /s/ Christopher A. Bondy
                                            -------------------------------
                                        Name: Christopher A. Bondy
                                        Title: Partner

<PAGE>

                                        STANFIELD CLO LTD.
                                        BY: STANFIELD CAPITAL PARTNERS LLC
                                            AS ITS COLLATERAL MANAGER


                                        By: /s/ Christopher A. Bondy
                                            -------------------------------
                                        Name: Christopher A. Bondy
                                        Title: Partner

                                        STANFIELD/RMF TRANSATLANTIC CDO LTD.
                                        BY: STANFIELD CAPITAL PARTNERS LLC
                                            AS ITS COLLATERAL MANAGER


                                        By: /s/ Christopher A. Bondy
                                            -------------------------------
                                        Name: Christopher A. Bondy
                                        Title: Partner

                                        WINDSOR LOAN FUNDING, LIMITED
                                        BY: STANFIELD CAPITAL PARTNERS LLC
                                            AS ITS INVESTMENT MANAGER


                                        By: /s/ Christopher A. Bondy
                                            -------------------------------
                                        Name: Christopher A. Bondy
                                        Title: Partner

                                        SUNAMERICA LIFE INSURANCE COMPANY
                                        BY: AIG GLOBAL INVESTMENT CORP., INC.
                                            ITS INVESTMENT ADVISOR, AS A LENDER

                                        By: /s/ W. Jeffrey Baxter
                                            -------------------------------
                                        Name: W. Jeffrey Baxter
                                        Title: Vice President

                                        GALAXY CLO 1999-1, LTD.
                                        BY: AIG GLOBAL INVESTMENT CORP., INC.
                                            ITS COLLATERAL MANAGER, AS A LENDER

                                        By: /s/ W. Jeffrey Baxter
                                            -------------------------------
                                        Name: W. Jeffrey Baxter
                                        Title: Vice President

                                        GALAXY CLO 2003-1, LTD.
                                        BY: AIG GLOBAL INVESTMENT CORP., INC.
                                            ITS COLLATERAL MANAGER, AS A LENDER

                                        By: /s/ W. Jeffrey Baxter
                                            -------------------------------
                                        Name: W. Jeffrey Baxter
                                        Title: Vice President

<PAGE>

                                           KZH SOLEIL LLC, as a Lender

                                           By: /s/ Susan Lee
                                               -------------------------------
                                           Name: SUSAN LEE
                                           Title: AUTHORIZED AGENT

                                           KZH SOLEIL-2 LLC, as a Lender

                                           By: /s/ Susan Lee
                                               -------------------------------
                                           Name: SUSAN LEE
                                           Title: AUTHORIZED AGENT

                                           VAN KAMPEN
                                           SENIOR INCOME TRUST
                                           BY: VAN KAMPEN ASSET MANAGEMENT


                                           BY: /s/ Christina Jamieson
                                               -------------------------------
                                           Name: Christina Jamieson
                                           Title: Executive Director

                                           VAN KAMPEN
                                           SENIOR LOAN FUND
                                           By: VAN KAMPEN ASSET MANAGEMENT


                                           BY: /s/ Christina Jamieson
                                               -------------------------------
                                           Name: Christina Jamieson
                                           Title: Executive Director