Ex-10.01



 






Exhibit 10.01




AMENDMENT NO. 2




          AMENDMENT NO. 2, dated as of March 31, 2005 (this “Amendment”), to the Credit
Agreement dated as of September 25, 2003 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”) among Quintiles Transnational Corp., as borrower (the
“Borrower”), the Lenders referred to therein and Citicorp North America, Inc., as
administrative agent (the “Administrative Agent”). Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as
amended hereby).




          WHEREAS, the Borrower desires to amend certain provisions of the Credit Agreement as further
described below;




          NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:




          Section 1. Amendments.




          (a) Section 1.01 of the Credit Agreement is hereby amended by deleting clause (ii) of the
definition of “Applicable Rate” in its entirety and replacing it with the following:




          “(ii) in the case of Term B Loans that are ABR Loans, 0.75% and in the case of Term B Loans
that are Eurocurrency Loans, 1.75%”.




          (b) Section 1.01 of the Credit Agreement is hereby amended by inserting the following
definition:




          “Amendment No. 2 Prepayment Amount” means the optional prepayment of $147,426,196.99
aggregate principal amount of Term B Loans made on March 31, 2005 in connection with Amendment No.
2 to this Credit Agreement.




          (c) Section 1.01 of the Credit Agreement is hereby amended by deleting the word “and” between
clauses (vii) and (viii) of the definition of “Consolidated EBITDA” and inserting the
following after clause (viii) thereof:




          “and (ix) other restructuring charges incurred no later than March 31, 2007 not to exceed
$75.0 million in the aggregate”.





 









 








-2-




          (d) Section 1.01 of the Credit Agreement is hereby amended by deleting the reference to “$50.0
million” in the parenthetical in the definition of “Consolidated Indebtedness” and
replacing it with “$100.0 million”.




          (e) Section 1.01 of the Credit Agreement is hereby amended by deleting the existing definition
of “Cymbalta Ramp Up Period” in its entirety and replacing it with the following:




          ““CymbaltaTM Ramp Up Period” means the period from the first day of the first Fiscal
Quarter in which the Borrower and its Restricted Subsidiaries incur expenses in amounts in excess
of $10.0 million in the aggregate during such Fiscal Quarter relating to the CymbaltaTM Launch (net
of all royalties relating to CymbaltaTM and net of other fees from Eli Lilly received by the
Borrower or its Restricted Subsidiaries with respect to CymbaltaTM during such Fiscal Quarter) to
and including the last day of the sixth Fiscal Quarter after such Fiscal Quarter.”




          (f) Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the word “or” in
between the words “Japan” and “Korea” in clause (i) of the definition of “Designated Asian
Subsidiary” and replacing it with a comma and (ii) adding the phrase “or any additional Asian
countries where the Borrower maintains, or plans to maintain, significant operations” after the
word “Korea” in clause (i) thereto.




          (g) Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the parenthetical
in clause (a) of the definition of “Excess Cash Flow” in its entirety and replacing it with
the following:




          “(without giving effect either to non-cash write-up or non-cash write down of assets and
without giving effect to clause (iii) of the definition thereof with respect to any cash net
after-tax income from discontinued operations or after-tax gain or disposal of discontinued
operations)”




          and (ii) deleting clause (h) thereof in its entirety and replacing it with the following:




          “(h) optional prepayments of principal under the Term B Loans (other than the Amendment No. 2
Prepayment Amount) from internally generated funds made during such period; minus”




          (h) Section 1.01 of the Credit Agreement is hereby amended by deleting the existing definition
of “Hedging Agreement” in its entirety and replacing it with the following:





 









 








-3-




          ““Hedging Agreement” means any interest rate protection agreement, foreign currency
exchange agreement, commodity or equity price protection agreement or other interest or currency
exchange rate or commodity or equity price hedging arrangement and all other similar agreements or
arrangements designed to alter the risks of any Person arising from fluctuations in interest rate,
currency values, equity prices or commodity prices.”




          (i) Section 1.01 of the Credit Agreement is hereby amended by deleting the existing definition
of “Net Cymbalta Expenses” in its entirety and replacing it with the following:




          ““Net CymbaltaTM Expenses” means, to the extent reducing Consolidated EBITDA during any
Fiscal Quarter, expenses of the Borrower or its Restricted Subsidiaries during the CymbaltaTM Ramp
Up Period relating to the CymbaltaTM Launch by the Borrower, net of all royalties relating to
CymbaltaTM received by the Borrower or its Restricted Subsidiaries during such Fiscal Quarter.”




          (j) Section 1.01 of the Credit Agreement is hereby amended by deleting clause (a) of the
definition of “Permitted Investments” in its entirety and replacing it with the following:




          “(a) marketable direct obligations issued by, or unconditionally guaranteed by, (A) the
United States Government or any member state of the European Union (as it exists on the Effective
Date) or issued by any agency or instrumentality thereof and backed by the full faith and credit of
the United States of America or such member state of the European Union or (B) the Canadian
Government, the South African Government, the Australian Government, the Singapore Government, the
Indian Government, the Japanese Government or the Korean Government, only to the extent Investments
pursuant to this clause (B) are made by Non-U.S. Subsidiaries organized in the country which issues
or guarantees such obligation, in each case maturing within one year from the date of acquisition
thereof;”




          (k) Section 1.01 of the Credit Agreement is hereby amended by deleting clause (d) of the
definition of “Permitted Investments” in its entirety and replacing it with the following:




          “(d) time deposits, demand deposits, certificates of deposit, Eurodollar time deposits or
bankers’ acceptances maturing within one year from the date of acquisition thereof or overnight
bank deposits, in each case, issued by any bank having at the date of acquisition thereof combined
capital and surplus of not less than $500.0 million and organized under the laws of (A) any member
state of the European Union (as it exists on the Effective Date), the United States of America or any State thereof or the District of Columbia or any U.S. branch
of a foreign bank or (B) Canada, South Africa, Australia, Singapore, India, Japan or Korea only to
the extent Investments pursuant to this clause (B) are made by Non-U.S. Subsidiaries organized in
the country in which such bank is organized;”





 









 








-4-




          (l) Section 1.01 of the Credit Agreement is hereby amended by deleting the phrase “that is not
an Affiliate of the Borrower” from the first sentence of the definition of “Permitted PharmaBio
Swaps”.




          (m) Section 1.01 of the Credit Agreement is hereby amended by deleting clause (ii) of the
fourth sentence of the definition of “Unrestricted Subsidiary” in its entirety and
replacing it with the following: “(ii) such Subsidiary is a Wholly Owned U.S. Subsidiary (and
becomes a party to the Guarantee Agreement, Security Agreement and the Pledge Agreement), a
Wholly-Owned Non-U.S. Subsidiary, or a Designated Asian Subsidiary”.




          (n) Clause (c)(iii) of Section 2.06 of the Credit Agreement is hereby amended by deleting
clause (y) thereto in its entirety and replacing it with “(y) all such Net Proceeds from Assets
Sales of Collateral shall be held in the Collateral Account and released therefrom only in
accordance with the terms of the Security Agreement”




          (o) Clause (g) of Section 2.06 of the Credit Agreement is hereby amended by deleting it in its
entirety and replacing it with “[Intentionally Omitted]”.




          (p) Clause (c) of Section 5.01 of the Credit Agreement is hereby amended by deleting it in its
entirety and replacing it with “[Intentionally Omitted]”.




          (q) Clause (e) of Section 5.01 of the Credit Agreement is hereby amended by (i) deleting the
reference to “January 31” and replacing it with “February 28” and (ii) deleting the phrase “and the
succeeding Fiscal Years through the Term B Loan Maturity Date (including a projected consolidated
balance sheet and related statements of projected operations and cash flow as of the end of each
such Fiscal Year)”.




          (r) Clause (m) of Section 5.01 of the Credit Agreement is hereby amended by deleting it in its
entirety and replacing it with “[Intentionally Omitted]”.




          (s) Clause (a) of Section 6.01 of the Credit Agreement is hereby amended by (1) deleting the
word “and” between clauses (xxi) and (xxii) thereof, (2) deleting the “.” at the end of clause
(xxii) and replacing it with “; and” and (3) inserting the following after clause (xxii):




          “(xxiii) Guarantees by the Borrower of operating leases of Subsidiaries in the ordinary
course of business and consistent with past practices.”




          (t) Section 6.02 of the Credit Agreement is hereby amended by inserting the phrase “,
including Liens on Permitted PharmaBio Investments granted in connection with Hedging Agreements
permitted by Section 6.01(a)(xi)” at the end of clause (xiv) thereto.





 









 








-5-




          (u) Clause (a) of Section 6.03 of the Credit Agreement is hereby amended by (i) deleting the
word “and” between clauses (iii) and (iv) and replacing it with a comma and (ii) inserting the
following after clause (iv) and before the proviso: “and (v) any Restricted Subsidiary may
dissolve if such dissolution is desirable in the conduct of the business of the Borrower and the
Restricted Subsidiaries and will not result in a Material Adverse Effect”.




          (v) Section 6.04 of the Credit Agreement is hereby amended by deleting the third parenthetical
in the lead-in paragraph thereto in its entirety and replacing it with the following:




          “(other than expenses incurred in the ordinary course of business, including without
limitation, the provisions of sales force personnel and related expenses or arising pursuant to
agreements entered into in connection with Permitted PharmaBio Investments so long as such items
are expected to be treated as expenses (and not capitalized) on the income statement of such
Person)”




          (w) Clause (iv) of Section 6.04 of the Credit Agreement is hereby amended (i) by inserting the
phrase “or a Designated Asian Subsidiary” after the words “Wholly-Owned Non-U.S. Subsidiary in
clause (b) thereof and (ii) by deleting the reference to “$50.0 million” in the first proviso
thereof and replacing it with “$150.0 million”.




          (x) Clause (x) of Section 6.04 of the Credit Agreement is hereby amended by deleting the
reference to “$150.0 million” and replacing it with “$250.0 million” and adding the following
proviso to the end of such clause (x):




          “provided, however, that any gain realized upon the sale of a Permitted
PharmaBio Investment shall not be included in the determination of Cumulative Excess Cash Flow to
the extent such gain is included in Cumulative Consolidated Net Income and utilized to make
Restricted Payments under section 6.07 (vii);”




          (y) Clause (i) of Section 6.05 of the Credit Agreement is hereby amended by inserting the
phrase “, transfers and dispositions” after the word “sales”.




          (z) Clause (v) of Section 6.05 of the Credit Agreement is hereby amended by (i) deleting the
word “and” between clauses (A) and (B) thereof and replacing it with a comma and (ii) inserting the
following after clause (B) and before the proviso: “and (C) sales of Investments that would
otherwise constitute a Permitted PharmaBio Investment but for the fact that such Investment was made by a Non-U.S. Subsidiary permitted by Section 6.04(iv)(b)”.




          (aa) Clause (x) of Section 6.05 is hereby amended by (i) deleting the parenthetical in its
entirety and replacing it with “(other than Equity Interests, including,





 









 








-6-




without limitation, any
preferred or preference Equity Interests, of a Restricted Subsidiary unless, after giving effect to
such sale, transfer or disposition of Equity Interests, such Restricted Subsidiary would no longer
constitute a Subsidiary of the Borrower and any remaining Equity Interests in such Person would be
permitted to be owned under Section 6.04)” and (ii) deleting in the proviso thereto the phrase
“$35.0 million during any Fiscal Year and $100.0 million in the aggregate” and replacing it with
“$250.0 million in the aggregate since the Effective Date”.




          (bb) Clause (vii) of Section 6.07 of the Credit Agreement is hereby amended by deleting it in
its entirety and replacing it with the following:




          “(vii) the Borrower may make Restricted Payments, directly or indirectly, to the Intermediate
Parent or the Parent to be used by the Parent to make Restricted Payments pursuant to this clause
(vii) in an amount not to exceed the sum of (A) $100.0 million and (B) Cumulative Consolidated Net
Income since the Effective Date (for purposes of this clause (vii) only, such Cumulative
Consolidated Net Income shall be calculated (1) to include any net gain or loss realized upon the
sale or other disposition of Permitted PharmaBio Investments during the applicable period if and to
the extent such gain or loss is included in the calculation of “Consolidated Net Income” under the
terms of the Subordinated Notes Indenture; provided that any such gain shall not be
included in Cumulative Consolidated Net Income to the extent such gain is included in Cumulative
Excess Cash Flow and utilized to make Investments under Section 6.04 (x), (2) to exclude, to the
extent non-cash, any unusual, non-operating or non-recurring gain or loss (including to the extent
related to the Transactions) if and to the extent such gain or loss is excluded from the
calculation of “Consolidated Net Income” under the terms of the Subordinated Notes Indenture and
(3) to exclude expenses or charges (whether cash or non-cash) related to the Transactions
(including legal, accounting and debt issuance costs) and any restructuring related thereto,
including any refunding or refinancing expenses related to Indebtedness repaid or refinanced, if
and to the extent such gain or loss is excluded from the calculation of “Consolidated Net Income”
under the terms of the Subordinated Notes Indenture) so long as (x) both before and after giving
effect thereto, no Default or Event of Default has occurred and is continuing and (y) the Total
Leverage Ratio as of the Test Period ending on the last day for which financial statements have
been delivered to the Lenders pursuant to Section 5.01(a) or (b) on a pro forma basis for such
Restricted Payment is less than 2.80x;”




          (cc) Section 6.13 of the Credit Agreement is hereby amended by deleting from the chart the
references to the Test Periods and corresponding Ratios from March 31, 2005 through December 31,
2008 and replacing them with the following:




	 	 	 	 	 	 	 	 
	 
	 	Test Period	 	 	Ratio	 
	 	March 31, 2005

	 	 	 	2.50	 	 
	 	June 30, 2005

	 	 	 	2.50	 	 
	 





 









 






-7-




	 	 	 	 	 	 	 	 
	 
	 	Test Period	 	 	Ratio	 
	 	September 30, 2005

	 	 	 	2.50	 	 
	 	December 31, 2005

	 	 	 	2.50	 	 
	 	March 31, 2006

	 	 	 	3.00	 	 
	 	June 30, 2006

	 	 	 	3.00	 	 
	 	September 30, 2006

	 	 	 	3.00	 	 
	 	December 31, 2006

	 	 	 	3.00	 	 
	 	March 31, 2007

	 	 	 	3.50	 	 
	 	June 30, 2007

	 	 	 	3.50	 	 
	 	September 30, 2007

	 	 	 	3.50	 	 
	 	December 31, 2007

	 	 	 	3.50	 	 
	 	March 31, 2008

	 	 	 	4.00	 	 
	 	June 30, 2008

	 	 	 	4.00	 	 
	 	September 30, 2008

	 	 	 	4.00	 	 
	 	December 31, 2008

	 	 	 	4.00	 	 
	 





          (dd) Section 6.14 of the Credit Agreement is hereby amended by deleting from the chart the
references to the Test Periods and corresponding Ratios from March 31, 2005 through December 31,
2008 and replacing them with the following:




	 	 	 	 	 	 	 	 
	 
	 	Test Period	 	 	Ratio	 
	 	March 31, 2005

	 	 	 	4.50	 	 
	 	June 30, 2005

	 	 	 	4.50	 	 
	 	September 30, 2005

	 	 	 	4.50	 	 
	 	December 31, 2005

	 	 	 	4.50	 	 
	 	March 31, 2006

	 	 	 	4.00	 	 
	 	June 30, 2006

	 	 	 	4.00	 	 
	 	September 30, 2006

	 	 	 	4.00	 	 
	 	December 31, 2006

	 	 	 	4.00	 	 
	 	March 31, 2007

	 	 	 	3.50	 	 
	 	June 30, 2007

	 	 	 	3.50	 	 
	 	September 30, 2007

	 	 	 	3.50	 	 
	 	December 31, 2007

	 	 	 	3.50	 	 
	 	March 31, 2008

	 	 	 	3.00	 	 
	 	June 30, 2008

	 	 	 	3.00	 	 
	 	September 30, 2008

	 	 	 	3.00	 	 
	 	December 31, 2008

	 	 	 	3.00	 	 
	 





 









 






-8-




          (ee) Section 6.15 of the Credit Agreement is hereby amended by deleting from the chart the
references to the Test Periods and corresponding Ratios from March 31, 2005 through December 31,
2005 and replacing them with the following:




	 	 	 	 	 	 	 	 
	 
	 	Test Period	 	 	Ratio	 
	 	March 31, 2005

	 	 	 	1.75	 	 
	 	June 30, 2005

	 	 	 	1.75	 	 
	 	September 30, 2005

	 	 	 	1.75	 	 
	 	December 31, 2005

	 	 	 	1.75	 	 
	 





          Section 2. Representations and Warranties. The Borrower represents and warrants to
the Lenders as of the date hereof that:




          (a) The execution and delivery of this Amendment by the Borrower has been duly authorized.




          (b) Neither the execution or delivery by the Borrower of this Amendment, nor compliance by the
Borrower with the terms and provisions hereof, (i) will contravene any applicable provision of any
law, statute, rule or regulation, or any order, writ, injunction or decree of any court or
Governmental Authority, (ii) will conflict or be inconsistent with, or result in any breach of, any
of the terms, covenants, conditions or provisions of, or constitute a default under, the terms of
any indenture, mortgage, deed of trust, loan agreement, credit agreement or any other material
agreement, contract or instrument to which Borrower or any of its Subsidiaries is a party or by
which Borrower or any of its Subsidiaries’ property or assets is bound or to which the Borrower or
any of its Subsidiaries may be subject, or (iii) will violate any provision of the certificate of
incorporation or bylaws (or equivalent organizational or other charter documents) of the Borrower
or any of its Subsidiaries.




          (c) At the time of and after giving effect to this Amendment, no Default or Event of Default
has occurred and is continuing.




 









 








-9-




          Section 3. Conditions to Effectiveness. This Amendment shall become effective on the
date (the “Amendment Effective Date”) on which (a) the Administrative Agent (or its
counsel) shall have received from Lenders constituting the Requisite Lenders and each Term B
Lender, either (i) counterparts of this Amendment signed on behalf of such parties or (ii) written
evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a
signed signature page of this Amendment) that such parties have signed counterparts of this
Amendment; (b) an amount not less than $150,000,000 (including the Amendment No. 2 Prepayment
Amount and the mandatory prepayment of Loans with the Net Proceeds from Asset Sales to be released
from the Collateral Account pursuant to Section 2.06(c)(iii)) shall have been utilized to repay
Term B Loans; (c) the Borrower shall have paid to the Administrative Agent on behalf of each Term B
Lender executing this Amendment a fee in an amount equal to 1.00% of such Term B Lender’s total
Term B Loans outstanding after giving effect to the repayment in clause (b) to this Section 3; and
(d) the expenses referred to in Section 4 have been repaid in full.




          Section 4. Expenses. The Borrower agrees to reimburse the Administrative Agent’s
out-of-pocket expenses incurred by it in connection with this Amendment, including the reasonable
fees, charges and disbursements of Cahill Gordon & Reindel llp, counsel for the
Administrative Agent.




          Section 5. Counterparts. This Amendment may be executed in any number of counterparts
and by different parties hereto on separate counterparts, each of which when so executed and
delivered shall be deemed to be an original, but all of which when taken together shall constitute
a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by
facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.




          Section 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




          Section 7. Headings. The headings of this Amendment are for purposes of reference
only and shall not limit or otherwise affect the meaning hereof.




 









 








          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.



	 	 	 	 	 
	 	QUINTILES TRANSNATIONAL CORP., as the Borrower

 	 
	 	By:  	/s/     John D. Ratliff
 	 
	 	 	Name:  	John D. Ratliff 	 
	 	 	Title:  	EVP & CFO 	 
	 



	 	 	 	 	 
	 	CITICORP NORTH AMERICA, INC., as Administrative

Agent and Lender

 	 
	 	By:  	/s/     Robert H. Chen
 	 
	 	 	Name:  	Robert H. Chen 	 
	 	 	Title:  	Vice President 	 
	 





 










 






	 	 	 	 	 	 	 	 	 
	 	 	ARCHIMEDES FUNDING III, Ltd.	 	 	 	 
	

	 	BY:
	 	ING Capital Advisors, LLC
	 	 	 	 
	

	 	 	 	as Collateral Manager	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ Helen Y. Rhee	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Helen Y. Rhee	 	 	 	 
	

	 	 	 	Director	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NEMEAN CLO, Ltd.	 	 	 	 
	

	 	BY:
	 	ING Capital Advisors LLC,	 	 	 	 
	

	 	 	 	As Investment Manager	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ Helen Y. Rhee	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Helen Y. Rhee	 	 	 	 
	

	 	 	 	Director	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ING-ORYX CLO, LTD, as a Lender	 	 	 	 
	

	 	BY:
	 	ING Capital Advisors, LLC	 	 	 	 
	

	 	 	 	As Collateral Manager	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ Helen Y. Rhee	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Helen Y. Rhee	 	 	 	 
	

	 	 	 	Director	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Atrium CDO	,	 	 	 
	 	 	 	 	,	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ David H. Lerner	 	 	 	 
	

	 	 	 	 	 	 	 
	

	 	 	 	Name: DAVID H. LERNER	 	 	 	 
	

	 	 	 	Title: AUTHORIZED SIGNATORY	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Apex (Trimaran) CDO I, Ltd.	 	 	 	 
	 	 	By Trimaran Advisors, L.L.C.	 	 	 	 
	 	 	as Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ David M. Millison	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Name: David M. Millison	 	 	 	 
	

	 	 	 	Title: Managing Director	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	BIG SKY SENIOR LOAN FUND, LTD.	 	 	 	 
	 	 	BY: EATON VANCE MANAGEMENT	 	 	 	 
	 	 	AS INVESTMENT ADVISOR	,	 	 	 
	 	 	 	 	 	,	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ Payson F. Swaffield	 	 	 	 
	

	 	 	 	 	 	 	 
	

	 	 	 	Name: Payson F. Swaffield	 	 	 	 
	

	 	 	 	Title: Vice President	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	BLACKROCK LIMITED DURATION INCOME TRUST	 	 	 	 
	 	 	MAGNETITE IV CLO, LIMITED	 	 	 	 
	 	 	MAGNETITE V CLO, LIMITED	,	 	 	 
	 	 	 	 	 	‘	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ [illegible]	 	 	 	 
	

	 	 	 	 	 	 	 
	

	 	 	 	Name:	 	 	 	 
	

	 	 	 	Title: Auth. Sig.	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	BRYN MAWR CLO, Ltd.	 	 	 	 
	 	 	By: Deerfield Capital Management LLC	 	 	 	 
	 	 	as its Collateral Manager	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ Dale Burrow	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Name: Dale Burrow	 	 	 	 
	

	 	 	 	Title: Senior Vice President	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Canyon Capital CDO 2001-1 Ltd.	,	 	 	 
	 	 	 	 	 	'	 
	 	 	as a Lender,	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ R. Christian B. Evensen	 	 	 	 
	

	 	 	 	 	 	 	 
	

	 	 	 	R. Christian B. Evensen	 	 	 	 
	

	 	 	 	Managing Director	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	Canyon Capital Advisors LLC,	 	 	 	 
	

	 	 	 	a Delaware Limited Liability Company,	 	 	 	 
	

	 	 	 	its Collateral Manager.	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Canyon Capital CDO 2002-1 Ltd.	,	 	 	 
	 	 	 	 	 	'	 
	 	 	as a Lender,	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ R. Christian B. Evensen	 	 	 	 
	

	 	 	 	 	 	 	 
	

	 	 	 	R. Christian B. Evensen	 	 	 	 
	

	 	 	 	Managing Director	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	Canyon Capital Advisors LLC,	 	 	 	 
	

	 	 	 	a Delaware Limited Liability Company,	 	 	 	 
	

	 	 	 	its Collateral Manager.	 	 	 	 






 









 







	 	 	 	 	 	 	 	 	 
	 	 	Canyon Capital CLO 2004-1 Ltd.	,	 	 	 
	 	 	 	 	 	‘	 
	 	 	as a Lender,	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ R. Christian B. Evensen	 	 	 	 
	

	 	 	 	 	 	 	 
	

	 	 	 	R. Christian B. Evensen	 	 	 	 
	

	 	 	 	Managing Director	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	Canyon Capital Advisors LLC,	 	 	 	 
	

	 	 	 	a Delaware Limited Liability Company,	 	 	 	 
	

	 	 	 	its Collateral Manager.	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Carlyle High Yield Partners, L.P.	,	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ Linda Pace	 	 	 	 
	

	 	 	 	 	 	 	 
	

	 	 	 	Name: LINDA PACE	 	 	 	 
	

	 	 	 	Title: MANAGING DIRECTOR	 	 	 	 







 









 






	 	 	 	 	 	 	 	 	 
	 	 	Carlyle High Yield Partners II, Ltd.	,	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ Linda Pace	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Name: LINDA PACE	 	 	 	 
	

	 	 	 	Title:   MANAGING DIRECTOR	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Carlyle High Yield Partners III, Ltd.	,	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ Linda Pace	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Name: LINDA PACE	 	 	 	 
	

	 	 	 	Title:   MANAGING DIRECTOR	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Carlyle High Yield Partners IV, Ltd.	, 	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ Linda Pace	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Name: LINDA PACE	 	 	 	 
	

	 	 	 	Title:   MANAGING DIRECTOR	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Carlyle High Yield Partners VI, Ltd.	,	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ Linda Pace	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Name: LINDA PACE	 	 	 	 
	

	 	 	 	Title:   MANAGING DIRECTOR	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Carlyle Loan Investment, Ltd.	,	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ Linda Pace	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Name: LINDA PACE	 	 	 	 
	

	 	 	 	Title:   MANAGING DIRECTOR	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Carlyle Loan Opportunity Fund	,	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ Linda Pace	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Name: LINDA PACE	 	 	 	 
	

	 	 	 	Title:   MANAGING DIRECTOR	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Citadel Hill 2000 Ltd.	,	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ Ken Irvine	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Name: KEN IRVINE	 	 	 	 
	

	 	 	 	Title:   AUTHORIZED SIGNATORY	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Citicorp Insurance and
Investment Trust by Travelers Asset
Management International Company, LLC	,	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ Matthew J. McInerny	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Name: MATTHEW J. MCINERNY	 	 	 	 
	

	 	 	 	Title:   INVESTMENT OFFICER	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	COSTANTINUS EATON VANCE CDO V, LTD.	 	 	 	 
	 	 	BY: EATON VANCE MANAGEMENT	 	 	 	 
	 	 	AS INVESTMENT ADVISOR	,	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ Payson F. Swaffield	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Name: Payson F. Swaffield	 	 	 	 
	

	 	 	 	Title:   Vice President	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	CSAM Funding I	,	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	By:
	 	/s/ David H. Lerner	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	Name: DAVID H. LERNER	 	 	 	 
	

	 	 	 	Title:   AUTHORIZED SIGNATORY	 	 	 	 







 









 






	 	 	 	 	 	 	 
	

	 	CSAM Funding II
	,	 
	

	 	 	 	 	 	 
	

	 	as a Lender	 	 	 	 






	 	 	 	 	 	 	 
	 	 	By:	 	/s/ David H. Lerner
	 	 	 	 	 
	

	 	 	 	Name:
	 	DAVID H. LERNER
	

	 	 	 	Title:
	 	AUTHORIZED SIGNATORY






 









 






	 	 	 	 	 	 	 
	

	 	Deutsche Bank Trust Company Americas	 	 	 	 
	

	 	by: DB Services New Jersey, Inc.
	,	 
	

	 	 	 	 	 	 
	

	 	as a Lender	 	 	 	 






	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Edward Schaffer
	 	 	 	 	 
	

	 	 	 	Name:
	 	Edward Schaffer
	

	 	 	 	Title:
	 	Vice President






 









 






	 	 	 	 	 	 	 
	

	 	Dryden High Yield CDO 2001-I
	,	 
	

	 	 	 	 	 	 
	

	 	as a Lender	 	 	 	 






	 	 	 	 	 	 	 
	 	 	By:	 	Prudential Investment Management Inc., as Collateral Manager
	 	 	 	 	 
	 	 	 	 	/s/ B. Ross Smead
	 	 	 	 	 
	

	 	 	 	Name:
	 	B. Ross Smead
	

	 	 	 	Title:
	 	Vice President






 









 






	 	 	 	 	 	 	 
	

	 	Dryden Leveraged Loan CDO 2002-II
	,	 
	

	 	 	 	 	 	 
	

	 	as a Lender	 	 	 	 






	 	 	 	 	 	 	 
	 	 	By:	 	Prudential Investment Management,
Inc., as Collateral Manager
	 	 	 	 	 
	 	 	 	 	/s/ B. Ross Smead
	 	 	 	 	 
	

	 	 	 	Name:
	 	B. Ross Smead
	

	 	 	 	Title:
	 	Vice President






 









 






	 	 	 	 	 	 	 
	

	 	Dryden III – Leveraged Loan CDO 2002
	,	 
	

	 	 	 	 	 	 
	

	 	as a Lender	 	 	 	 






	 	 	 	 	 	 	 
	 	 	By:	 	Prudential Investment
Management, Inc., as Collateral
Manager
	 	 	 	 	 
	 	 	 	 	/s/ B. Ross Smead
	 	 	 	 	 
	

	 	 	 	Name:
	 	B. Ross Smead
	

	 	 	 	Title:
	 	Vice President






 









 






	 	 	 	 	 	 	 
	

	 	Dryden IV – Leveraged Loan CDO 2003
	,	 
	

	 	 	 	 	 	 
	

	 	as a Lender	 	 	 	 






	 	 	 	 	 	 	 
	 	 	By:	 	Prudential Investment
Management, Inc., as Collateral
Manager
	 	 	 	 	 
	 	 	 	 	/s/ B. Ross Smead
	 	 	 	 	 
	

	 	 	 	Name:
	 	B. Ross Smead
	

	 	 	 	Title:
	 	Vice President






 









 






	 	 	 	 	 	 	 
	

	 	Dryden V – Leveraged Loan CDO 2003
	,	 
	

	 	 	 	 	 	 
	

	 	as a Lender	 	 	 	 






	 	 	 	 	 	 	 
	 	 	By:	 	Prudential Investment Management,
Inc., as Collateral Manager
	 	 	 	 	 
	 	 	 	 	/s/ B. Ross Smead
	 	 	 	 	 
	

	 	 	 	Name:
	 	B. Ross Smead
	

	 	 	 	Title:
	 	Vice President






 









 






	 	 	 	 	 	 	 
	

	 	Dryden VII – Leveraged Loan CDO 2004
	,	 
	

	 	 	 	 	 	 
	

	 	as a Lender	 	 	 	 






	 	 	 	 	 	 	 
	 	 	By:	 	Prudential Investment Management, Inc., as Collateral Manager
	 	 	 	 	 
	 	 	 	 	/s/ B. Ross Smead
	 	 	 	 	 
	

	 	 	 	Name:
	 	B. Ross Smead
	

	 	 	 	Title:
	 	Vice President






 









 






	 	 	 
	

	 	EATON VANCE CDO III, LTD.
	

	 	BY: EATON VANCE MANAGEMENT
	

	 	AS INVESTMENT ADVISOR
	

	 	as Lender






	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Payson F. Swaffield
	 	 	 	 	 
	

	 	 	 	Name:
	 	Payson F. Swaffield
	

	 	 	 	Title:
	 	Vice President






 









 






	 	 	 	 	 	 	 
	

	 	EATON VANCE CDO VI LTD.	 	 	 	 
	

	 	BY: EATON VANCE MANAGEMENT	 	 	 	 
	

	 	AS INVESTMENT ADVISOR
	,	 
	

	 	 	 	 	 	 
	

	 	as a Lender	 	 	 	 






	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Payson F. Swaffield
	 	 	 	 	 
	

	 	 	 	Name:
	 	Payson F. Swaffield
	

	 	 	 	Title:
	 	Vice President







 









 






	 	 	 	 	 	 	 	 	 
	 	 	     EATON VANCE FLOATING RATE
	 	 	     INCOME TRUST
	 	 	     BY: EATON VANCE MANAGEMENT
	 	 	     AS INVESTMENT ADVISOR	, 
	 	 	 	 
	 	 	     as a Lender
	 
	 	 	 	 	 	 	 	 
	 	 	     By:	 	     /s/ Payson F. Swaffield	 	 
	 	 	 	 	 	 	 
	

	 	 	 	     Name:
	 	Payson F. Swaffield	 	 
	

	 	 	 	     Title:
	 	Vice President	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	     EATON VANCE INSTITUTIONAL SENIOR LOAN
	 	 	     BY: EATON VANCE MANAGEMENT
	 	 	     AS INVESTMENT ADVISOR	, 
	 	 	 	 
	 	 	     as a Lender
	 
	 	 	 	 	 	 	 	 
	 	 	     By:	 	     /s/ Payson F. Swaffield	 	 
	 	 	 	 	 	 	 
	

	 	 	 	     Name:
	 	Payson F. Swaffield	 	 
	

	 	 	 	     Title:
	 	Vice President	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	     EATON VANCE
	 	 	     LIMITED DURATION INCOME FUND
	 	 	     BY: EATON VANCE MANAGEMENT
	 	 	     AS INVESTMENT ADVISOR	, 
	 	 	 	 
	 	 	     as a Lender
	 
	 	 	 	 	 	 	 	 
	 	 	     By:	 	     /s/ Payson F. Swaffield	 	 
	 	 	 	 	 	 	 
	

	 	 	 	     Name:
	 	Payson F. Swaffield	 	 
	

	 	 	 	     Title:
	 	Vice President	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	     EATON VANCE SENIOR	 	 
	 	 	     FLOATING-RATE TRUST	 	 
	 	 	     BY: EATON VANCE MANAGEMENT	 	 
	 	 	     AS INVESTMENT ADVISOR	, 	 	 
	 	 	 	 	 	 
	 	 	     as a Lender	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	     By:	 	     /s/ Payson F. Swaffield
	 	 	 	 	 
	

	 	 	 	     Name:
	 	Payson F. Swaffield	 	 	 	 
	

	 	 	 	     Title:
	 	Vice President	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	     EATON VANCE SENIOR INCOME TRUST	 	 
	 	 	     BY: EATON VANCE MANAGEMENT	 	 
	 	 	     AS INVESTMENT ADVISOR	, 	 	 
	 	 	 	 	 	 
	 	 	     as a Lender	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	     By:	 	     /s/ Payson F. Swaffield
	 	 	 	 	 
	

	 	 	 	     Name:
	 	Payson F. Swaffield	 	 	 	 
	

	 	 	 	     Title:
	 	Vice President	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	     First Dominion Funding II	, 
	 	 	 	 
	 	 	     as a Lender
	 
	 	 	 	 	 	 	 	 
	 	 	     By:	 	     /s/ David H. Lerner	 	 
	 	 	 	 	 	 	 
	

	 	 	 	     Name:
	 	DAVID H. LERNER	 	 
	

	 	 	 	     Title:
	 	AUTHORIZED SIGNATORY	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	     First Dominion Funding III	, 
	 	 	 	 
	 	 	     as a Lender
	 
	 	 	 	 	 	 	 	 
	 	 	     By:	 	     /s/ David H. Lerner	 	 
	 	 	 	 	 	 	 
	

	 	 	 	     Name:
	 	DAVID H. LERNER	 	 
	

	 	 	 	     Title:
	 	AUTHORIZED SIGNATORY	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Flagship CLO III
	 	 	by Flagship Capital Management, Inc.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	     /s/ Eric S. Meyer	 	 
	 	 	 	 	 	 	 
	

	 	 	 	     Name:
	 	Eric S. Meyer	 	 
	

	 	 	 	     Title:
	 	Director	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	     Foothill Income Trust, L.P.
	 	 	     By FIT GP, LLC, Its General Partner
	 	 	 
	 	 	     as a Lender
	 
	 	 	 	 	 	 	 	 
	 	 	     By:	 	     /s/ Dennis R. Ascher	 	 
	 	 	 	 	 	 	 
	

	 	 	 	     Name:
	 	Dennis R. Ascher	 	 
	

	 	 	 	     Title:
	 	Managing Member	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	FOREST CREEK CLO, Ltd.
	 	 	By: Deerfield Capital Management LLC as its
	 	 	Collateral Manager
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	     /s/ Dale Burrow	 	 
	 	 	 	 	 	 	 
	

	 	 	 	     Name:
	 	Dale Burrow	 	 
	

	 	 	 	     Title:
	 	Senior Vice President	 	 







 









 






	 	 	 	 	 	 	 	 	 
	 	 	Franklin CLO III, Limited	, 	 
	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ David Ardini	 	 
	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	DAVID ARDINI	 	 
	

	 	 	 	Title:
	 	VICE PRESIDENT	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	FRANKLIN CLO IV, LIMITED	, 	 
	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ David Ardini	 	 
	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	DAVID ARDINI	 	 
	

	 	 	 	Title:
	 	VICE PRESIDENT	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	FRANKLIN FLOATING RATE

DAILY ACCESS FUND 	, 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ David Ardini	 	 
	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	DAVID ARDINI	 	 
	

	 	 	 	Title:
	 	ASST. VICE PRESIDENT	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Franklin Floating Rate Master Series	, 	 
	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ David Ardini	 	 
	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	DAVID ARDINI	 	 
	

	 	 	 	Title:
	 	ASST. VICE PRESIDENT	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Franklin Floating Rate Trust	, 	 
	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ David Ardini	 	 
	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	DAVID ARDINI	 	 
	

	 	 	 	Title:
	 	ASST. VICE PRESIDENT	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	FRANKLIN TEMPLETON
LIM. DURATION INCOME TRUST	, 	 
	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ David Ardini	 	 
	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	DAVID ARDINI	 	 
	

	 	 	 	Title:
	 	ASST. VICE PRESIDENT	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	FRANKLIN TOTAL RETURN FUND	, 	 
	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ David Ardini	 	 
	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	DAVID ARDINI	 	 
	

	 	 	 	Title:
	 	ASST. VICE PRESIDENT	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	General Electric Capital Corporation	 	 
	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Jeffrey P. Hoffman	 	 
	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	Jeffrey P. Hoffman	 	 
	

	 	 	 	Title:
	 	Duly Authorized Signatory	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	GOLDENTREE HIGH YIELD OPPORTUNITIES I, L.P.	 	 
	 	 	By: GoldenTree Asset Management, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Frederick S. Haddad	 	 
	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	Frederick S. Haddad	 	 
	

	 	 	 	Title:
	 	Partner	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	GOLDENTREE HIGH YIELD OPPORTUNITIES II, L.P.	 	 
	 	 	By: GoldenTree Asset Management, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Frederick S. Haddad	 	 
	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	Frederick S. Haddad	 	 
	

	 	 	 	Title:
	 	Partner	 	 







 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	GOLDENTREE LOAN
OPPORTUNITIES I, LTD	 	 	 	 
	 	 	By: GoldenTree Asset Management, L.P.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Frederick S. Haddad	 	 	 	 
	 	 	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	Frederick S. Haddad	 	 	 	 
	

	 	 	 	Title:
	 	Partner	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	GOLDENTREE LOAN
OPPORTUNITIES II, LTD	 	 	 	 
	 	 	By: GoldenTree Asset Management, L.P.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Frederick S. Haddad	 	 	 	 
	 	 	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	Frederick S. Haddad	 	 	 	 
	

	 	 	 	Title:
	 	Partner	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	GRAYSON & CO	 	 	 	 
	 	 	BY: BOSTON MANAGEMENT AND	 	 	 	 
	 	 	RESEARCH AS INVESTMENT	 	 	 	 
	 	 	ADVISOR	, 	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Payson F. Swaffield	 	 	 	 
	 	 	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	Payson F. Swaffield	 	 	 	 
	

	 	 	 	Title:
	 	Vice President	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Hamilton CDO, Ltd.	 	 	 	 
	 	 	By: Stanfield Capital	 	 	 	 
	 	 	Partners LLC	 	 	 	 
	 	 	As its Collateral Manager	, 	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Christopher E. Jansen	 	 	 	 
	 	 	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	Christopher E. Jansen	 	 	 	 
	

	 	 	 	Title:
	 	Managing Partner	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	INDOSUEZ CAPITAL FUNDING VI LIMITED	 	 	 	 
	 	 	By: Lyon Capital Management LLC,	 	 	 	 
	 	 	As Collateral Manager	 	 	 	 
	 	 	[INSERT LEGAL NAME],	 	 	 	 
	 	 	as Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Alexander B. Kenna	 	 	 	 
	 	 	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	LYON CAPITAL MANAGEMENT LLC	 	 	 	 
	

	 	 	 	 	 	Alexander B. Kenna	 	 	 	 
	

	 	 	 	Title:
	 	Portfolio Manager	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Inner Harbor CBO 2001-1 LTD	, 	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 	 	By: T. Rowe Price Associates, Inc.	 	 	 	 
	 	 	as Collateral Manager	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Kevin P. Loome	 	 	 	 
	 	 	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	Kevin P. Loome	 	 	 	 
	

	 	 	 	Title:
	 	Vice President	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Loan Funding VILLC,	 	 	 	 
	 	 	for itself or as agent for	 	 	 	 
	 	 	Corporate Loan Funding VILLC	, 	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Dean T Criares	 	 	 	 
	 	 	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	DEAN T CRIARES	 	 	 	 
	

	 	 	 	Title:
	 	Managing Director	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	LONG GROVE CLO, LIMITED	 	 	 	 
	 	 	By: Deerfield Capital Management LLC	 	 	 	 
	 	 	as its Collateral Manager	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Dale Burrow	 	 	 	 
	 	 	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	Dale Burrow	 	 	 	 
	

	 	 	 	Title:
	 	Senior Vice President	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	MADISON AVENUE CDO I	 	 	 	 
	 	 	by METROPOLITAN LIFE INSURANCE	 	 	 	 
	 	 	COMPANY	 	 	 	 
	 	 	AS COLLATERAL MANAGER	, 	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Susan M. Garrett	 	 	 	 
	 	 	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	Susan M. Garrett	 	 	 	 
	

	 	 	 	Title:
	 	Director	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	MADISON AVENUE CDO III	 	 	 	 
	 	 	by METROPOLITAN LIFE INSURANCE	 	 	 	 
	 	 	COMPANY	 	 	 	 
	 	 	AS COLLATERAL MANAGER	, 	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Susan M. Garrett	 	 	 	 
	 	 	 	 	 	 	 	 	 
	

	 	 	 	Name:
	 	Susan M. Garrett	 	 	 	 
	

	 	 	 	Title:
	 	Director	 	 	 	 







 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	     MADISON AVENUE CDO IV	 	 
	 	 	     by Metropolitan Life Insurance Company	 	 
	 	 	     as Collateral Manager	, 	 
	 	 	 	 	 
	 	 	     as a Lender	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	     By:	 	     /s/ Susan M. Garrett
	 	 	 	 	 
	

	 	 	 	     Name:
	 	Susan M. Garrett	 	 	 	 
	

	 	 	 	     Title:
	 	Director	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	MARKET SQUARE CLO, Ltd.	 	 
	 	 	By: Deerfield Capital Management LLC	 	 
	 	 	as its Collateral Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	     /s/ Dale Burrow
	 	 	 	 	 
	

	 	 	 	     Name:
	 	Dale Burrow	 	 	 	 
	

	 	 	 	     Title:
	 	Senior Vice President	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	     METROPOLITAN LIFE INSURANCE COMPANY	, 	 
	 	 	 	 	 
	 	 	     as a Lender	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	     By:	 	     /s/ Susan M. Garrett
	 	 	 	 	 
	

	 	 	 	     Name:
	 	Susan M. Garrett	 	 	 	 
	

	 	 	 	     Title:
	 	Director	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Merrill Lynch Capital, a division of Merrill	 	 
	 	 	Lynch Business Financial Services, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	[INSERT LEGAL NAME],	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	     /s/ Luis Viera
	 	 	 	 	 
	

	 	 	 	     Name:
	 	Luis Viera	 	 	 	 
	

	 	 	 	     Title:
	 	Vice President	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	     Monument Park CDO Ltd.	 	 
	 	 	     By: Blackstone Debt Advisors L.P.	 	 
	 	 	     As Collateral Manager 	, 	 
	 	 	 	 	 
	 	 	     as a Lender	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	     By:	 	     /s/ Dean T. Criares
	 	 	 	 	 
	

	 	 	 	     Name:
	 	DEAN T. CRIARES	 	 	 	 
	

	 	 	 	     Title:
	 	Managing Director	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	     MUIRFIELD TRADING LLC	, 	 
	 	 	 	 	 
	 	 	     as a Lender	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	     By:	 	     /s/ Meredith J. Koslick
	 	 	 	 	 
	

	 	 	 	     Name:
	 	Meredith J. Koslick	 	 	 	 
	

	 	 	 	     Title:
	 	Assistant Vice President	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	     THE NORINCHUKIN BANK, NEW YORK BRANCH,	 	 
	 	 	     through State Street Bank and Trust Company N.A. as	 	 
	 	 	     Fiduciary Custodian	 	 
	 	 	     By: Eaton Vance Management, Attorney-in-fact	, 	 
	 	 	 	 	 
	 	 	     as a Lender	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	     By:	 	     /s/ Payson F. Swaffield
	 	 	 	 	 
	

	 	 	 	     Name:
	 	Payson F. Swaffield	 	 	 	 
	

	 	 	 	     Title:
	 	Vice President	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	     Nuveen Senior Income Fund	 	 
	 
	 	 	 	 	 	 	 	 	, 	 
	 	 	 	 	 
	 	 	     as a Lender	 	 
	 	 	     By Symphony Asset Management LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	     By:	 	     /s/ [illegible]
	 	 	 	 	 
	

	 	 	 	     Name:	 	 	 	 	 	 
	

	 	 	 	     Title:	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	     R2 Top Hat, Ltd	 	 
	 	 	     By: Amalgamated Gadget, L.P., its investment manager	 	 
	 	 	     By: Scepter Holdings, Inc., its General Partner	, 	 
	 	 	 	 	 
	 	 	     as a Lender	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	     By:	 	     /s/ Robert McCormick
	 	 	 	 	 
	

	 	 	 	     Name:
	 	Robert McCormick	 	 	 	 
	

	 	 	 	     Title:
	 	Vice President	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	     Redwood Master Fund, Ltd.	, 	 
	 	 	 	 	 
	 	 	     as a Lender	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	     By:	 	     /s/ Jonathan Kulatch
	 	 	 	 	 
	

	 	 	 	     Name:
	 	Jonathan Kulatch	 	 	 	 
	

	 	 	 	     Title:
	 	Principal	 	 	 	 







 









 






	 	 	 	 	 	 	 
	 	 	Residential Funding Corporation,
	 	 	as Lender
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Dennis M. Hansen
	 	 	 	 	 
	

	 	 	 	Name:
	 	Dennis M. Hansen
	

	 	 	 	Title:
	 	Senior Vice President






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	ROBECO CDO II LTD.	,	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Michael Venezia
	 	 	 	 	 
	

	 	 	 	Name:
	 	Michael Venezia	 	 	 	 
	

	 	 	 	Title:
	 	VP – Asst PM	 	 	 	 






 









 






	 	 	 	 	 
	 	 	ROSEMONT CLO, Ltd.
	 	 	By: Deerfield Capital Management
	 	 	LLC as its Collateral Manager
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dale Burrow
	

	 	 	 	 
	

	 	Name:
	 	Dale Burrow
	

	 	Title:
	 	Senior Vice President






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	SAWGRASS TRADING LLC	,	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Meredith J. Koslick
	 	 	 	 	 
	

	 	 	 	Name:
	 	Meredith J. Koslick	 	 	 	 
	

	 	 	 	Title:
	 	Assistant Vice President	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	SENIOR DEBT PORTFOLIO	 	 	 	 
	 	 	By: Boston
Management and Research as Investment Advisor	,	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Payson F. Swaffield
	 	 	 	 	 
	

	 	 	 	Name:
	 	Payson F. Swaffield	 	 	 	 
	

	 	 	 	Title:
	 	Vice President	 	 	 	 






 









 






	 	 	 	 	 	 	 
	 	 	SEQUILS-Cumberland I, Ltd.
	 	 	By: Deerfield
Capital Management LLC as its Collateral Manager
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Dale Burrow
	 	 	 	 	 
	

	 	 	 	Name:
	 	Dale Burrow
	

	 	 	 	Title:
	 	Senior Vice President






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	SRF 2000, INC.	,	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Meredith J. Koslick
	 	 	 	 	 
	

	 	 	 	Name:
	 	Meredith J. Koslick	 	 	 	 
	

	 	 	 	Title:

	 	Assistant Vice President	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Stanfield CLO Ltd.	 	 	 	 
	 	 	By: Stanfield Capital Partners LLC	 	 	 	 
	 	 	as its Collateral Manager	,	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Christopher E. Jansen
	 	 	 	 	 
	

	 	 	 	Name:
	 	Christopher E. Jansen	 	 	 	 
	

	 	 	 	Title:
	 	Managing Partner	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Stanfield/RMF Transatlantic CDO Ltd.	 	 	 	 
	 	 	By: Stanfield Capital Partners LLC	 	 	 	 
	 	 	as its Collateral Manager	,	 	 	 
	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Christopher E. Jansen
	 	 	 	 	 
	

	 	 	 	Name:
	 	Christopher E. Jansen	 	 	 	 
	

	 	 	 	Title:
	 	Managing Partner	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Stichting Bedrijfstakpensoenfonds voor de Matelektro
	 	 	 	 	By: GoldenTree Asset Management, L.P.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ Frederick S. Haddad
	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Name:
	 	Frederick S. Haddad
	

	 	 	 	 	 	 	 	Title:
	 	Partner






 










 






	 	 	 	 	 	 	 
	 	 	Stichting Pensioenfonds Hoogovens	 	 
	 	 	By: GoldenTree Asset Management, L.P.	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Frederick S. Haddad	 	 
	

	 	 	 	

	 	 
	

	 	 	 	Name: Frederick S. Haddad	 	 
	

	 	 	 	Title:   Partner	 	 






 









 






	 	 	 	 	 	 	 
	 	 	SunAmerica Senior Floating Rate Fund, Inc.	 	 
	 	 	By: AIG Global Investment Corp.	 	 
	 	 	Investment Sub-Adviser	,	 
	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ John G. Lapham, III	 	 
	

	 	 	 	

	 	 
	

	 	 	 	Name: John G. Lapham, III	 	 
	

	 	 	 	Title:   Managing Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	TOLLI & CO.	 	 
	 	 	BY: EATON VANCE MANAGEMENT	 	 
	 	 	AS INVESTMENT ADVISOR	,	 
	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Payson F. Swaffield	 	 
	

	 	 	 	

	 	 
	

	 	 	 	Name: Payson F. Swaffield	 	 
	

	 	 	 	Title:   Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	TORONTO DOMINION (NEW YORK), LLC	,	 
	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Masood Fikree	 	 
	

	 	 	 	

	 	 
	

	 	 	 	Name: MASOOD FIKREE	 	 
	

	 	 	 	Title:   AUTHORIZED SIGNATORY	 	 






 









 






	 	 	 	 	 	 	 
	 	 	The Travelers Insurance Company	,	 
	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Matthew J. McInerny	 	 
	

	 	 	 	

	 	 
	

	 	 	 	Name: MATTHEW J. MCINERNY	 	 
	

	 	 	 	Title:   INVESTMENT OFFICER	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Union Square CDO Ltd.	 	 
	 	 	By: Blackstone Debt Advisors L.P.	 	 
	 	 	As Collateral Manager	,	 
	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Dean T. Criares	 	 
	

	 	 	 	

	 	 
	

	 	 	 	Name: DEAN T. CRIARES	 	 
	

	 	 	 	Title:   Managing Director	 	 






 









 






	 	 	 	 	 
	 	Venture CDO 2002, Limited,

as Lender



By its investment advisor, MJX

Asset Management LLC

 	 
	 	By:  	/s/ [illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 









 






	 	 	 	 	 
	 	Venture III CDO Limited,

as Lender



By its investment advisor, MJX

Asset Management LLC

 	 
	 	By:  	/s/ [illegible]
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 	 	 
	 	 	Windsor Loan Funding, Limited	 	 
	 	 	By: Stanfield Capital Partners LLC	 	 
	 	 	as its Investment Manager	,	 
	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Christopher E. Jansen	 	 
	

	 	 	 	

	 	 
	

	 	 	 	Name: Christopher E. Jansen	 	 
	

	 	 	 	Title:   Managing Partner