##### 



EXHIBIT 10.7
 AMENDMENT NO. 2 AND WAIVER
 Amendment Credit Agreement Borrower Arranger Syndication Agent Documentation Agent Swingline Lender Issuing Bank Administrative Agent Collateral Agent
   Section 11.02
  Amendments
 (a)
    
    Section 1.01 of the Credit Agreement is hereby amended as follows:
 (1)
    
    the definition of Applicable Margin is hereby
amended by deleting such definition in its entirety and replacing it
with the following:Applicable Margin shall mean, at any time after the Second
Amendment Effective Date, (A) until receipt by the Administrative
Agent of the financial statements and certificate required by
Section 5.01(a) and Section 5.01(d) for the fiscal
year ending




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##### 



- 2 - March 29, 2008, 4.25 with respect to any Eurodollar Revolving Loan
and 3.25 with respect to any ABR Revolving Loan, and 4.50 with
respect to any Eurodollar Term Loan and 3.50 with respect to any ABR
Term Loan, and (B) thereafter, with respect to any Revolving Loan,
the applicable percentage set forth below:
 EurodollarTotal Leverage Ratio
    
    ABR Loans
    
    LoansLevel I3 5.0:1.0
    
    3.25
    
    4.25Level II
< 5.0:1.0 but 3 4.5:1.0
    
    2.75
    
    3.75Level III
< 4.5:1.0 but 3 4.0:1.0
    
    2.25
    
    3.25Level IV
< 4.0:1.0
    
    2.00
    
    3.00
 and with respect to any Term Loan, the applicable percentage set
forth below:
 EurodollarTotal Leverage Ratio
    
    ABR Loans
    
    LoansLevel I3 5.0:1.0
    
    3.50
    
    4.50Level II
< 5.0:1.0 but 3  4.5:1.0
    
    3.00
    
    4.00Level III
< 4.5:1.0 but 3  4.0:1.0
    
    2.50
    
    3.50Level IV
< 4.0:1.0
    
    2.25
    
    3.25
 Each change in the Applicable Margin resulting from a change in the
Total Leverage Ratio shall be effective with respect to all Loans
and Letters of Credit outstanding on and after the date of delivery
to the Administrative Agent of the financial statements




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##### 



- 3 - and certificates required by Section 5.01(a) or (b)
and Section 5.01(d), respectively, indicating such change
until the date immediately preceding the next date of delivery of
such financial statements and certificates indicating another such
change. Notwithstanding the foregoing, the Total Leverage Ratio
shall be deemed to be in Level I (i) at any time during which
Borrower has failed to deliver the financial statements and
certificates required by Section 5.01(a) or (b) and
Section 5.01(d), respectively, it being understood that the
Applicable Margin shall revert to the level set forth on the table
above upon the delivery of such financial statements, and (ii) at
any time during the existence of an Event of Default.
 (2)
    
    the definition of Consolidated EBITDA is
hereby amended by deleting such definition in its entirety and
replacing it with the following:Consolidated EBITDA shall mean, in respect of any four fiscal
quarter period ending after March 31, 2007, Consolidated Net Income
for any period, adjusted by (x) adding thereto, without duplication
and in each case (other than with respect to clauses (g) and (m)
below) only to the extent (and in the same proportion) deducted in
determining such Consolidated Net Income:
 (a)
    
    Consolidated Interest Expense
for such period,(b)
    
    Consolidated Amortization
Expense for such period,(c)
    
    Consolidated Depreciation
Expense for such period,(d)
    
    Consolidated Tax Expense for
such period,(e)
    
    [Reserved](f)
    
    the aggregate amount of all
other non-cash items reducing Consolidated Net Income
(including non-cash compensation charges resulting from stock
options, restricted stock grants or other equity incentive
programs, but excluding any non-cash charge that results in an
accrual of a reserve for cash charges in any future period) for
such period,




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##### 



- 4 - 
 (g)
    
    proceeds from business
interruption insurance,(h)
    
    (i) management fees to Sponsors
or any of their Affiliates in the amounts and at the times
specified in the Consulting Agreement, and (ii) consulting
fees, advisory fees or similar fees to Sponsors or any of their
Affiliates permitted by the terms of the Consulting Agreement
and rendered in connection with any Permitted Acquisition or
permitted Investment, Equity Issuance, recapitalization, Asset
Sale or Indebtedness permitted under Article VI,(i)
    
    costs, fees, expenses and
charges made related to any Permitted Acquisition, any
Investment permitted under Sections 6.04(e) and
(t), any Equity Issuance made to unrelated third
parties through the capital markets, any Asset Sale to an
unrelated third party or any Indebtedness issued to an
unrelated third party, including, without limitation, one-time
compensation charges, stay bonuses paid to existing management
and severance costs; providedthat all such costs, fees,
expenses and charges under this clause (i) shall not exceed
$1.5 million per fiscal year of Borrower,(j)
    
    [Reserved](k)
    
    expenses incurred to the extent
reimbursed by third parties pursuant to indemnification
provisions,(l)
    
    any non-cash charges outside
the ordinary course of business that result in an accrual of a
reserve for cash charges in any future period,(m)
    
    pro forma adjustment for
estimated lost contribution margin from the suspension of
over-the counter business (OTC) shipments (a portion of
which adjustment shall consist of an add-back for unallocated
overhead expense) for the fiscal quarters ending June 30, 2007
and September 29, 2007 and December 29, 2007 in the amounts of
$16.4 million, $18.8 million, $2.5 million, respectively, for
each such quarter,




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##### 



- 5 - 
 (n)
    
    fees, costs, expenses and
charges in connection with Borrowers 483 Response and
Remediation Plan, including consulting, legal, product testing,
recruiting and relocation costs, to the extent incurred,
accrued or recognized during the fiscal quarters ending March
31, 2007, June 30, 2007, September 29, 2007 and December 29,
2007; providedthat all such fees, costs, expenses and charges
added back under this clause shall not exceed $12.0 million in
the aggregate,(o)
    
    fees, costs, expenses and
charges relating to the OTC product recall initiated on April
26, 2007, to the extent incurred, accrued or recognized during
the fiscal quarters ending March 31, 2007 and June 30, 2007;
provided that all such fees, costs, expenses and charges added
back under this clause (o) shall not exceed $4.0 million in the
aggregate,(p)
    
    legal fees, costs and expenses
incurred or accrued in connection with Borrowers dispute with
Dr. Reddy Laboratories for any period, commencing with the
fiscal quarter ending June 30, 2007 and ending with the fiscal
quarter ending March 29, 2008; providedthat all such fees,
costs and expenses added back under this clause (p) shall not
exceed $2.0 million in the aggregate,(q)
    
    write-off or write-down of, or
reserve against, OTC inventory as a result of the suspension of
OTC shipments, to the extent such write-off, write-down or
reserve is recorded during any fiscal quarter ending on or
after March 31, 2007; providedthat the amount of the
write-offs, write-downs or reserves added back under this
clause (q) shall not exceed $35.0 million in the aggregate,(r)
    
    severance, re-training,
counseling and support, people and equipment relocation costs
and other related expenses arising from the Companys cost
reduction program, including the consolidation of its Fort Mill
manufacturing and packaging operations (the Fort Mill
Consolidation) to the extent incurred, accrued or recognized
during the fiscal quarters ending June 30, 2007,




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##### 



- 6 - September 29,
2007 and December 29, 2007; provided that all such costs and expenses added back under this
clause (r) shall not exceed $17.5 million in the aggregate,
 (s)
    
    non-cash charges relating to
the write-down of tangible and intangible assets as a result of
the Fort Mill Consolidation to the extent incurred, accrued or
recognized during the fiscal quarters ending March 31, 2007,
June 30, 2007 and September 29, 2007,(t)
    
    accruals for Fort Mill facility
lease-related costs and expenses, including rents, taxes,
insurance, real estate brokerage fees and/or other sublease or
disposition costs, for any period, commencing with the four
fiscal quarter period ending June 30, 2007; providedthat all
such costs and expenses added back under this clause (t) shall
not exceed $11.0 million in the aggregate,(u)
    
    fees, costs and expenses
relating to potential acquisitions, to the extent such fees,
costs and expenses were incurred, accrued or recognized during
the fiscal quarter ending March 31, 2007 or June 30, 2007;
providedthat all such fees, costs and expenses added back
under this clause (u) shall not exceed $2.0 million in the
aggregate,(v)
    
    fees, costs and expenses in
connection the Second Amendment, including amendment fees and
fees, costs and expenses of professionals, in each case to the
extent such fees, costs and expenses were incurred, accrued or
recognized during the fiscal quarters ending June 30, 2007,
September 29, 2007 and December 29, 2007; providedthat all
such fees, costs and expenses of professionals retained by
Borrower and added back under this clause (v) shall not exceed
$250,000 in the aggregate, and
 (y)subtracting therefrom(a) the aggregate amount of all non-cash
items increasing Consolidated Net Income (other than the accrual of
revenue or recording of receivables in the ordinary course of
business) for such period and (b) the reversal of any reserve or the
payment of any amount that was reserved, in each case, as described
in clause (l) above.




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##### 



- 7 - 
 Other than for purposes of calculating Excess Cash Flow,
Consolidated EBITDA shall be calculated on a Pro Forma Basis to give
effect to any Permitted Acquisition and Asset Sales (other than any
dispositions in the ordinary course of business) consummated at any
time on or after the first day of the Test Period thereof as if each
such Permitted Acquisition had been effected on the first day of
such period and as if each such Asset Sale had been consummated on
the day prior to the first day of such period.(3)
    
    the definition of Excluded Issuance is hereby
amended by replacing Holdings with LHP Holdings.
 (4)
    
    the definition of Excess Cash Flow is hereby
amended by deleting clause (k) of such definition in its entirety and
replacing it with the following:(k) amounts added back to Consolidated EBITDA in clauses (e), (g),
(h), (i), (j) and (t) of the definitions thereof, to the extent paid
in cash during such Excess Cash Flow Period;(5)
    
    the following definitions shall be inserted in
the appropriate alphabetical order:OTC Events shall have the meaning set forth in the definition of
483 Response and Remediation Plan.Qualifying Liquidity Investment shall mean an investment in LHP
Holdings in the form of (a) equity securities containing terms no
less favorable to the Lenders than the Preferred Stock constituting
part of the Equity Financing, except for such more favorable terms
as are permitted by Section 6.08(g), (b) unsecured
Subordinated Indebtedness having a final maturity date on or after
the date that is 91 days after the Tranche B Maturity Date and
having a weighted average life to maturity no shorter than that of
the Tranche B Loans, or (c) any combination of the investments
described in clauses (b) and (c).Repricing Transaction shall mean the refinancing or repricing by
Borrower of the Term Loans under this Agreement (x) with the
proceeds of any senior secured bank loan or other similar type of
debt financing (including, without limitation, any new or additional
term loans under this Agreement) or (y) in




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##### 



- 8 - connection with any amendment to this Agreement, in either case,
resulting in an interest rate margin or weighted average yield (to
be determined by the Administrative Agent consistent with generally
accepted financial practice after giving effect to, among other
factors, margins, upfront or similar fees or original issue discount
shared with all lenders or holders thereof, but excluding the effect
of any arrangement, structuring, syndication or other fees payable
in connection therewith that are not shared with all lenders or
holders thereof) on such financing or the Term Loans as so repriced
that is less than the Applicable Margin for, or weighted average
yield (to be determined by the Administrative Agent on the same
basis) of the Term Loans immediately prior to such refinancing or
repricing; providedthat Repricing Transaction shall not include
(i) any refinancing or repricing of all (and not less than all) of
the Term Loans in connection with a transaction constituting a
Change of Control or (ii) any such refinancing or repricing
occurring in connection with the consummation of any acquisition of
all or any portion of the assets of, or all of the Equity Interests
in, a Person or division or line of business of a Person by Borrower
or any Guarantor.
 Second Amendment Effective Date shall have the meaning assigned to
such term in the Amendment No. 2 and Waiver to this Agreement, dated
as of June 22, 2007.483 Response and Remediation Plan shall mean any actions
undertaken related to, in connection with, or resulting from, the
observations made by the Food and Drug Administration on form 483
received by Borrower on March 16, 2007 (including the events
described in Borrowers filing on Form 8-K filed with the Securities
and Exchange Commission on March 22, 2007) and the events disclosed
in the Form 8-K filed with the Securities and Exchange Commission on
April 27, 2007 (including, without limitation, the dispute with Dr.
Reddy Laboratories) (such events, and events in connection with, or
resulting therefrom, collectively, the OTC Events).
 Section 2.05




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##### 



- 9 - Section 10.13
 Section 2.10(g)
  Section 5.15
 SECTION 5.15 Minimum Liquidity . Liquidity Covenant Trigger Date Section 5.01(d)(iv) Liquidity Covenant End Date
 Section 6.01 clause (u)




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##### 



- 10 -  Section 6.08 clause (g) clause (h)
 Section 5.15
 Section 6.10(a) (b)
 Maximum Total Leverage Ratio
 Test Period
    
    Total Leverage RatioJune 30, 2007
    
    6.15 to 1.0September 29, 2007
    
    6.15 to 1.0December 29, 2007
    
    6.15 to 1.0March 29, 2008
    
    6.15 to 1.0June 28, 2008
    
    6.10 to 1.0September 27, 2008
    
    6.10 to 1.0December 27, 2008
    
    6.00 to 1.0March 28, 2009
    
    5.75 to 1.0June 28, 2009
    
    5.75 to 1.0September 27, 2009
    
    5.50 to 1.0December 27, 2009
    
    5.50 to 1.0March 28, 2010
    
    5.25 to 1.0June 28, 2010
    
    5.00 to 1.0Any Test Period Thereafter
    
    4.75 to 1.0




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##### 



- 11 - Minimum Consolidated Interest Coverage Ratio
 MinimumConsolidated InterestTest Period
    
    Coverage RatioJune 30, 2007
    
    1.60 to 1.0September 29, 2007
    
    1.60 to 1.0December 29, 2007
    
    1.60 to 1.0March 29, 2008
    
    1.60 to 1.0June 28, 2008
    
    1.60 to 1.0September 27, 2008
    
    1.60 to 1.0December 27, 2008
    
    1.60 to 1.0March 28, 2009
    
    1.65 to 1.0June 28, 2009
    
    1.70 to 1.0September 27, 2009
    
    1.75 to 1.0December 27, 2009
    
    1.80 to 1.0March 28, 2010
    
    1.90 to 1.0June 28, 2010
    
    2.00 to 1.0Any Test Period Thereafter
    
    2.15 to 1.0
 Section 6.09
 Section 6.11
 Section 6.11
 Section 6.11 Section 5.15




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##### 



- 12 -  Waiver Section
5.01(h) provided however Section 5.03 Section 6.10(a) (b) Section
8.01(f) provided however
 Conditions to Effectiveness Second Amendment Effective Date
 Representations and Warranties




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##### 



Reference to and Effect on the Credit Agreement and the Notes
 Costs, Expenses and Taxes Section 11.03(a)(i)
 Execution in Counterparts
 Governing Law THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
  - 14 -




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##### 



LEINER HEALTH PRODUCTS INC.By:
    /s/ Robert K. ReynoldsName:
    Robert K. ReynoldsTitle:
    President & COO LHP HOLDING CORP.By:
    /s/ Robert K. ReynoldsName:
    Robert K. ReynoldsTitle:
    President & COO LEINER HEALTH PRODUCTS, LLCBy:
    /s/ Robert K. ReynoldsName:
    Robert K. ReynoldsTitle:
    President & COO LEINER HEALTH SERVICES CORP.By:
    /s/ Robert K. ReynoldsName:
    Robert K. ReynoldsTitle:
    President & COO[                        ] By:
    /s/ Robert K. ReynoldsName:
    Robert K. ReynoldsTitle:
    President & COO




---



##### 



UBS AG, STAMFORD BRANCH, as
Administrative AgentBy:
    /s/ Richard L. TavrowName:
    Richard L. TavrowTitle:
    Director By:
    /s/ Iria R. OtsaName:
    Iria R. OtsaTitle:
    Associate Director




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##### 



NAVIGATOR CDO 2003, LTD., as a LenderBy:
    
    Antares Asset Management Inc., as Collateral ManagerBy:
Name:
    
    /s/ Kathleen Brooks

Kathleen BrooksTitle:
    
    Authorized Signatory
 NAVIGATOR CDO 2004, LTD., as a LenderBy:
    
    Antares Asset Management Inc., as Collateral ManagerBy:
Name:
    
    /s/ Kathleen Brooks

Kathleen BrooksTitle:
    
    Authorized Signatory
 NAVIGATOR CDO 2005, LTD., as a LenderBy:
    
    Antares Asset Management Inc., as Collateral ManagerBy:
Name:
    
    /s/ Kathleen Brooks

Kathleen BrooksTitle:
    
    Authorized Signatory
 ANTARES FUNDING, L.P., as a LenderBy:
    
    The Bank of New York
Trust Company, N.A., as Trustee of the Antares Funding Trust created under the Trust Agreement dated as of November 30, 1999By:
Name:
    
    /s/ Leslie Hundley

Leslie HundleyTitle:
    
    AVP




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##### 



Galaxy CLO 2003-1, Ltd.By: AIG Global Investment Corp.,Its Collateral Manager, as LenderBy:
    
    /s/ W. Jeffrey Baxter

Name: W. Jeffrey BaxterTitle: Managing Director
 Galaxy III CLO, Ltd.By: AIG Global Investment Corp.,Its Collateral Manager, as LenderBy:
    
    /s/ W. Jeffrey Baxter

Name: W. Jeffrey BaxterTitle: Managing Director
 Galaxy IV CLO, Ltd.By: AIG Global Investment Corp.,Its Collateral Manager, as LenderBy:
    
    /s/ W. Jeffrey Baxter

Name: W. Jeffrey BaxterTitle: Managing Director
 Galaxy V CLO, Ltd.By: AIG Global Investment Corp.,Its Collateral Manager, as LenderBy:
    
    /s/ W. Jeffrey Baxter

Name: W. Jeffrey BaxterTitle: Managing Director
 Galaxy VII CLO, Ltd.By: AIG Global Investment Corp.,Its Collateral Manager, as LenderBy:
    
    /s/ W. Jeffrey Baxter

Name: W. Jeffrey BaxterTitle: Managing Director




---



##### 



SunAmerica Life Insurance CompanyBy: AIG Global Investment Corp.,Its Investment Adviser, as LenderBy:
    
    /s/ W. Jeffrey Baxter

Name: W. Jeffrey BaxterTitle: Managing Director
 SunAmerica Senior Floating Rate FundBy: AIG Global Investment Corp.,Investment Sub-Adviser, as LenderBy:
    
    /s/ W. Jeffrey Baxter

Name: W. Jeffrey BaxterTitle: Managing Director
 AIG Bank Loan FundBy: AIG Global Investment Corp.,Its Investment Manager, as LenderBy:
    
    /s/ W. Jeffrey Baxter

Name: W. Jeffrey BaxterTitle: Managing Director
 Saturn CLO, Ltd.By: AIG Global Investment Corp.,Its Collateral Manager, as LenderBy:
    
    /s/ W. Jeffrey Baxter

Name: W. Jeffrey BaxterTitle: Managing Director




---



##### 



Landmark IV CLO LimitedBy Aladdin Capital Management, LLC, as ManagerBy:
    
    /s/ Thomas E. Bancroft

Name: Thomas E. BancroftTitle: Designated Signatory




---



##### 



NORTHWOODS CAPITAL IV, LIMITEDBY: ANGELO, GORDON & CO., L.P.,AS COLLATERAL MANAGER,as LenderBy:
    
    /s/ Bradley PattelliName:
    
    BRADLEY PATTELLITitle
    
    MANAGING DIRECTOR




---



##### 



NORTHWOODS CAPITAL V, LIMITEDBY: ANGELO, GORDON & CO., L.P.,AS COLLATERAL MANAGER,as LenderBy:
    
    /s/ Bradley PattelliName:
    
    BRADLEY PATTELLITitle
    
    MANAGING DIRECTOR




---



##### 



NORTHWOODS CAPITAL VI, LIMITEDBY: ANGELO, GORDON & CO., L.P.,AS COLLATERAL MANAGER,as LenderBy:
    
    /s/ Bradley PattelliName:
    
    BRADLEY PATTELLITitle
    
    MANAGING DIRECTOR




---



##### 



NORTHWOODS CAPITAL VII, LIMITEDBY: ANGELO, GORDON & CO., L.P.,AS COLLATERAL MANAGER,as LenderBy:
    
    /s/ Bradley PattelliName:
    
    BRADLEY PATTELLITitle
    
    MANAGING DIRECTOR




---



##### 



NORTHWOODS CAPITAL VIII, LIMITEDBY: ANGELO, GORDON & CO., L.P.,AS COLLATERAL MANAGER,as LenderBy:
    
    /s/ Bradley PattelliName:
    
    BRADLEY PATTELLITitle
    
    MANAGING DIRECTOR




---



##### 



Silver Oak Capital,
L.L.C.,as LenderBy:
    
    /s/ Thomas M. FullerName:
    
    Thomas M. FullerTitle
    
    Authorized Signatory




---



##### 



Antares Capital Corporation, as LenderBy:
    
    /s/ Mork E. BlanksteinName:
    
    Mork E. BlanksteinTitle
    
    Duly Authorized Signatory




---



##### 



Atlas Loan Funding 1, LLCBy: Atlas Capital Funding, Ltd.By: Structured Asset Investors, LLCIts Investment ManagerBy:
    
    /s/ Diana M. HimesName:
    
    Diana M. HimesTitle
    
    Vice PresidentBILL & MELINDA GATES FOUNDATION TRUST, as LenderBy: Babson Capital Management LLC asInvestment AdviserBy:Name:TitleMAPLEWOOD (CAYMAN) LIMITED, asLenderBy: Babson Capital Management LLC as
Investment ManagerBy:Name:Title




---



##### 



BABSON CLO LTD. 2003-IBABSON CLO LTD. 2004-IBABSON CLO LTD. 2005-IBABSON CLO LTD. 2005-IIBABSON CLO LTD. 2005-IIIBABSON CLO LTD. 2007-IBABSON CREDIT STRATEGIES CLO, LTD.,as LendersBy: Babson Capital Management LLC asCollateral ManagerBy:
    
    /s/ Geoffrey TakacsName:
    
    GEOFFREY TAKACSTitle
    
    DirectorBILL & MELINDA GATES FOUNDATION 
TRUST, as LenderBy: Babson Capital Management LLC as 
Investment AdviserBy:
    
    /s/ Geoffrey TakacsName:
    
    GEOFFREY TAKACSTitle
    
    DirectorMAPLEWOOD (CAYMAN) LIMITED, asLenderBy: Babson Capital Management LLC asInvestment ManagerBy:
    
    /s/ Geoffrey TakacsName:
    
    GEOFFREY TAKACSTitle
    
    Director




---



##### 



Trimaran CLO IV Ltd
By Trimaran Advisors, L.L.C., as LenderBy:
    
    /s/ David M. MillisonName:
    
    David M. MillisonTitle:
    
    Managing Director




---



##### 



By: Callidus Debt
Partners CLO Fund I, Ltd.By: Its Collateral Manager,Callidus Capital
Management, LLC,as LenderBy:
    
    /s/ Peter BennittName:
    
    Peter BennittTitle
    
    Principal




---



##### 



By: Callidus Debt
Partners CLO Fund II, Ltd.By: Its Collateral Manager,Callidus Capital
Management, LLC,as LenderBy:
    
    /s/ Peter BennittName:
    
    Peter BennittTitle
    
    Principal




---



##### 



By: Callidus Debt
Partners CLO Fund III, Ltd.By: Its Collateral Manager,Callidus Capital
Management, LLC,as LenderBy:
    
    /s/ Peter BennittName:
    
    Peter BennittTitle
    
    Principal




---



##### 



By: Callidus Debt
Partners CLO Fund IV, Ltd.By: Its Collateral Manager,Callidus Capital
Management, LLC,as LenderBy:
    
    /s/ Peter BennittName:
    
    Peter BennittTitle
    
    Principal




---



##### 



By: Callidus Debt
Partners CLO Fund V, Ltd.By: Its Collateral Manager,Callidus Capital
Management, LLC,as LenderBy:
    
    /s/ Peter BennittName:
    
    Peter BennittTitle
    
    Principal




---



##### 



ECL Funding LLC,as LenderBy:
    
    /s/ Richard NewcombName:
    
    Richard NewcombTitle:
    
    Attorney-in-fact




---



##### 



S-3 The Bank of New York (successor to J.P.
Morgan Trust
Company (Cayman) Limited, as Trustee
for TORAJI TRUST, By: Its Investment
Manager, Citigroup Alternative Investments
LLC, as LenderBy:
    
    /s/ Roger YeeName:
    
    Roger YeeTitle:
    
    VP




---



##### 



S-3 LMP Corporate Loan
Fund, Inc.,By: Citigroup
Alternative Investments LLC,as LenderBy:
    
    /s/ Roger YeeName:
    
    Roger YeeTitle:
    
    VP




---



##### 



CF Special Situation
Fund I LP,as LenderBy:
    
    /s/ [ILLEGIBLE]Name:
    
    [ELLIGIBLE]Title:
    
    Partner




---



##### 



Credit Suisse, Cayman Islands Branchas LenderBy:
    
    /s/ Karl StuderName:
    
    Karl StuderTitle:
    
    DirectorBy:
    
    /s/ Alain SchmidName:
    
    Alain SchmidTitle:
    
    Assistant Vice President




---



##### 



Flagship CLO IIIBy: Deutsche Investment Management Americas, Inc.(as successor in interest to Deutsche Asset Management, Inc.),As Collateral ManagerBy:
    
    /s/ Eric S. MeyerEric S. Meyer, DirectorBy:
    
    /s/ Shameem R. KathiwallaName: Shameem R. KathiwallaTitle: Vice President




---



##### 



Flagship CLO IVBy: Deutsche Investment Management Americas, Inc.(as successor in interest to Deutsche Asset Management, Inc.),As Collateral ManagerBy:
    
    /s/ Eric S. MeyerEric S. Meyer, DirectorBy:
    
    /s/ Shameem R. KathiwallaName: Shameem R. KathiwallaTitle: Vice President




---



##### 



Flagship CLO VBy: Deutsche Investment Management Americas, Inc.(as successor in interest to Deutsche Asset Management, Inc.),As Collateral ManagerBy:
    
    /s/ Eric S. MeyerEric S. Meyer, DirectorBy:
    
    /s/ Shameem R. KathiwallaName: Shameem R. KathiwallaTitle: Vice President




---



##### 



Flagship CLO VIBy: Deutsche Investment Management Americas, Inc.As Collateral ManagerBy:
    
    /s/ Eric S. MeyerEric S. Meyer, DirectorBy:
    
    /s/ Shameem R. KathiwallaName: Shameem R. KathiwallaTitle: Vice President




---



##### 



Aurum CLO 2002-1 Ltd.By: Deutsche Investment Management Americas, Inc.(as successor in interest to Deutsche Asset Management, Inc.),As Collateral ManagerBy:
    
    /s/ Eric S. MeyerEric S. Meyer, DirectorBy:
    
    /s/ Shameem R. KathiwallaName: Shameem R. KathiwallaTitle: Vice President




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##### 



S-3 SENIOR DEBT
PORTFOLIOBy:
    
    Boston Management and Researchas Investment
Advisor as LenderBy:
    
    /s/ Michael B. BotthofName: Michael B. BotthofTitle: Vice President




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##### 



S-3 EATON VANCE SENIOR INCOME TRUSTBY:
    
    EATON VANCE MANAGEMENTAS INVESTMENT ADVISOR as LenderBy:
    
    /s/ Michael B. BotthofName: Michael B. BotthofTitle: Vice President




---



##### 



S-3 EATON VANCE INSTITUTIONAL SENIOR LOAN FUNDBY:
    
    EATON VANCE MANAGEMENTAS INVESTMENT ADVISORas LenderBy:
    
    /s/ Michael B. BotthofName: Michael B. BotthofTitle: Vice President




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##### 



S-3 Eaton Vance CDO VIII, Ltd.By:
    
    Eaton Vance ManagementAs Investment Advisor as LenderBy:
    
    /s/ Michael B. BotthofName: Michael B. BotthofTitle: Vice President




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##### 



S-3 Eaton Vance CDO IX Ltd.By:
    
    Eaton Vance Managementas Investment Advisoras LenderBy:
    
    /s/ Michael B. BotthofName: Michael B. BotthofTitle: Vice President




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##### 



GRAYSON & CO
BY: BOSTON MANAGEMENT AND RESEARCH 
AS INVESTMENT ADVISOR
as LenderBy:
    /s/ Michael B. BotthofName:
    Michael B. BotthofTitle:
    Vice President




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##### 



THE NORINCHUKIN BANK, NEW YORK
BRANCH 
as Lender
through State Street Bank and Trust Company N.A. as
Fiduciary Custodian
By: Eston Vance Management, Attorney-in-factBy:
    /s/ Michael B. BotthofName:
    Michael B. BotthofTitle:
    Vice President




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##### 



BIG SKY III SENIOR LOAN TRUST
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
as LenderBy:
    /s/ Michael B. BotthofName:
    Michael B. BotthofTitle:
    Vice President




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##### 



EATON VANCE
VT FLOATING-RATE INCOME FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
as LenderBy:
    /s/ Michael B. BotthofName:
    Michael B. BotthofTitle:
    Vice President




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##### 



EATON VANCE
LIMITED DURATION INCOME FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
as LenderBy:
    /s/ Michael B. BotthofName:
    Michael B. BotthofTitle:
    Vice President




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##### 



EATON VANCE SENIOR
FLOATING-RATE TRUST
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
as LenderBy:
    /s/ Michael B. BotthofName:
    Michael B. BotthofTitle:
    Vice President




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##### 



S-3  EATON VANCE FLOATING-RATE
INCOME TRUST
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
as LenderBy:
    /s/ Michael B. BotthofName:
    Michael B. BotthofTitle:
    Vice President




---



##### 



Eaton Vance Variable
Leverage Fund Ltd.By:
    Eaton Vance ManagementAs Investment Advisoras LenderBy:
    /s/ Michael B. BotthofName:
    Michael B. BotthofTitle:
    Vice President




---



##### 



General Electric Capital Corporation, as LenderBy:
    /s/ Mark E. BlanksteinName:
    Mark E. BlanksteinTitle:
    Duly Authorized Signatory




---



##### 



General Electric Capital Corporation,
as Administrator for, Merritt CLO Holding LLCBy:

/s/
Dwayne L. ColnerName:
    Dwayne L. ColnerTitle: Duly Authorized Signer




---



##### 



General Electric Capital Corporation,
as Administrator for, GE Commercial Loan Holding LLCBy:

/s/
Dwayne L. ColnerName:
    Dwayne L. ColnerTitle: Duly Authorized
Signer




---



##### 



GSCP (NJ), L.P., on behalf of each of the following
funds, in its capacity as Collateral Manager:
GSC PARTNERS CDO FUND V, LIMITED
GSC PARTNERS CDO FUND VI, LIMITED
GSC PARTNERS CDO FUND VII, LIMITED
GSC GROUP CDO FUND VIII, LIMITED
GSC GROUP CDO FUND IX, LIMITED
GSC CAPITAL CORP. LOAN FUNDING 2005-1By:
    /s/ Seth KatzensteinName:
    Seth KatzensteinTitle:
    Authorized Signatory
GSC Group GSC PARTNERS GEMINI FUND LIMITED
By: GSCP (NJ), L.P., as Collateral Monitor
By: GSCP (NJ), INC., its General PartnersBy:
    /s/ Seth KatzensteinName:
    Seth KatzensteinTitle:
    Authorized Signatory
GSC Group




---



##### 



Sands Point Funding Ltd.,
as LenderBy:
    /s/ Michael DamasoName: Michael DamasoTitle:
    Managing Director




---



##### 



1888 Fund, Ltd.,
as LenderBy:
    /s/ Michael DamasoName: Michael DamasoTitle:
    Managing Director




---



##### 



Copper River CLO Ltd.,
as LenderBy:
    /s/ Michael DamasoName: Michael DamasoTitle:
    Managing Director




---



##### 



Green Lane CLO Ltd.,
as LenderBy:
    /s/ Michael DamasoName: Michael DamasoTitle:
    Managing Director




---



##### 



LFC2 Loan Funding LLC, for itself or as
agent for Loan Funding Corp. THC, Ltd.,
as LenderBy:
    /s/ Richard NewcombName:
    Richard NewcombTitle:
    Attorney-in-face




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##### 



Loan Funding IV LLC
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner,
as LenderBy:

/s/
Brian LohndingName:
    Brian Lohnding, TreasurerTitle:
    Strand Advisors, Inc.,General Partner of
Highland Capital Management, L.P.




---



##### 



Loan Funding VII LLC
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner,
as LenderBy:

/s/
Brian
LohndingName:
    Brian
Lohnding, TreasurerTitle:
    Strand Advisors, Inc.,General Partner of
Highland Capital Management, L.P.




---



##### 



Morgan Stanley Senior Funding, Inc.,
as LenderBy:
    /s/ [ILLEGIBLE]Name:
    [ILLEGIBLE]Title:
    VP  PAGE 2 OF 2




---



##### 



Post Leveraged Loan Master Fund, LP
By: Post Leveraged Loan Group, LLC
Its General Partner
By: Post Advisory Group, LLC
Its Sole Member/s/ Lawrence A. PostLawrence A. PostPresident, Chief Executive Officer and
Chief Investment Officer




---



##### 



UBS AG, Stamford Branch,
as LenderBy:
    /s/ Douglas GarvolinoName:
    Douglas GarvolinoTitle:
    Director Banking Products
Services, US By:

/s/ Toba LumbantobingName:
    Toba LumbantobingTitle:
    Associate Director
Banking Products
Services, US




---



##### 



Riviera Funding LLC,
as LenderBy:
    /s/ Tara E. KennyName:
    Tara E. KennyTitle:
    Assistant Vice President




---



##### 



Western Asset Floating Rate High Income Fund, LLC,
as LenderBy:
    /s/ Kelly OlsenName:
    Kelly OlsenTitle:
    Authorized Signatory




---



##### 



ENDURANCE CLO I, LTD.
BY: West Gate Horizons Advisors, LLC
        As Portfolio ManagerBy:
    /s/ Helen Y. RheeName:
    Helen Y. RheeTitle:
    Senior Credit AnalystARCHIMEDES FUNDING III, LTD
BY: West Gate Horizons Advisors, LLC
        As Collateral ManagerBy:
    /s/ Helen Y. RheeName:
    Helen Y. RheeTitle:
    Senior Credit AnalystARCHIMEDES FUNDING IV (CAYMAN), LTD.
BY: West Gate Horizons Advisors, LLC
        As Collateral ManagerBy:
    /s/ Helen Y. RheeName:
    Helen Y. RheeTitle:
    Senior Credit Analyst




---



##### 



WhiteHorse I, Ltd.
By: WhiteHorse Capital Partners, L.P. 
        As Collateral Manager,
        as LenderBy:
    /s/ Jarred WorleyName:
    Jarred WorleyTitle:
    Partner




---



##### 



WhiteHorse II, Ltd.
By: WhiteHorse Capital Partners, L.P.
        As Collateral Manager,
        as LenderBy:
    /s/ Jarred WorleyName:
    Jarred WorleyTitle:
    Partner