EXHIBIT 10.1


 


FIRST AMENDMENT

TO REVOLVING CREDIT AND GUARANTY AGREEMENT


 


THIS FIRST AMENDMENT TO REVOLVING CREDIT AND
GUARANTY AGREEMENT (this “Amendment”) is dated as of September 23, 2005 and is
entered into by and among NEWPAGE CORPORATION,
a Delaware corporation (the “Borrower”),
NEWPAGE HOLDING CORPORATION, a Delaware
corporation (“Holdings”), CERTAIN FINANCIAL INSTITUTIONS listed on
the signature pages hereto (the “Lenders”),
GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”),
as Joint Lead Arranger, Joint Bookrunner and Co-Syndication Agent, UBS SECURITIES LLC, as Joint Lead Arranger, Joint Bookrunner
and Co-Syndication Agent, WACHOVIA CAPITAL MARKETS,
LLC, as Co-Syndication Agent, BANK OF AMERICA, N.A., as Documentation Agent, JPMORGAN CHASE BANK, N.A., as
Collateral Agent (“Collateral Agent”),
and GSCP, as Administrative Agent (“Administrative Agent”) and, for purposes
of Section IV hereof, the CREDIT SUPPORT
PARTIES listed on the signature papers hereto, and is made with
reference to that certain REVOLVING CREDIT AND GUARANTY AGREEMENT
dated as of May 2, 2005 (as amended through the date hereof, the “Credit Agreement”) by and among Borrower,
Holdings, the subsidiaries of Borrower named therein, Lenders, Co-Syndication
Agents, Documentation Agent, Collateral Agent and Administrative Agent.
Capitalized terms used herein without definition shall have the same meanings
herein as set forth in the Credit Agreement after giving effect to this
Amendment.


 


RECITALS


 


WHEREAS, the Credit
Parties have requested that Requisite Lenders agree to amend certain provisions
of the Credit Agreement as provided for herein; and


 


WHEREAS, subject to
certain conditions, Requisite Lenders are willing to agree to such amendment
relating to the Credit Agreement.


 


NOW, THEREFORE, in
consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:


 


SECTION I.    AMENDMENTS TO CREDIT AGREEMENT


 


1.1                               Amendments.


 


A.    Section 1.1 of the
Credit Agreement is hereby amended by amending and restating the definition of “Issuing
Bank” in its entirety as follows:


 


“Issuing Bank” means (i) JP Morgan Chase Bank, N.A., with respect
to any Letter of Credit issued hereunder by JP Morgan Chase Bank, N.A. and (ii) Wachovia
Bank, National Association, with respect to any Letter of Credit issued
hereunder by Wachovia Bank, National Association, in each case together with
its respective successors and assigns in such capacity. References to the “Issuing
Bank” under this Agreement or any other Credit Document shall mean either or
both of JP Morgan Chase Bank, N.A. and Wachovia Bank, National Association, as
applicable.


 

















 


B.    Section 1.1 of the Credit Agreement is hereby
further amended by amending and restating the definition of “Swing Line Lender”
in its entirety as follows:


 


“Swing Line Lender” means
Wachovia Bank, National Association, in its capacity as Swing Line Lender
hereunder, together with its permitted successors and assigns in such capacity.


 


C.    Section 1.1 of the Credit Agreement is hereby
further amended by amending and restating the definition of “Swing Line
Sublimit” in its entirety as follows:


 


“Swing Line Sublimit” means the lesser of (i) $25,000,000, and (ii) the
aggregate unused amount of Revolving Commitments then in effect.


 


D.    Section 2.3(b)(ii) of the Credit Agreement
is hereby amended by amending and restating the first sentence in its entirety
and adding a new second sentence thereafter as follows:


 


(ii)                                  Whenever NewPageCo desires
that Swing Line Lender make a Swing Line Loan, NewPageCo shall deliver to Swing
Line Lender and Administrative Agent a Funding Notice no later than 12:00 p.m.
(New York City time) on the proposed Credit Date. Unless Swing Line Lender has
received notice from the Administrative Agent to the contrary, Swing Line
Lender shall be entitled to rely on any certification from NewPageCo contained
in any Funding Notice to the effect that the conditions precedent to the
issuance of any requested Swing Line Loan have been satisfied in full, including,
without limitation, that after giving effect to the making of such Swing Line
Loan, the Total Utilization of Revolving Commitments would not exceed the
lesser of (1) the Revolving Commitments then in effect and (2) the
Borrowing Base then in effect.


 


E.    Section 2.3(b)(iii) of
the Credit Agreement is hereby amended by amending and restating the first
sentence in its entirety as follows:


 


Unless Swing Line Lender has received notice from
Administrative Agent that the conditions precedent to the making of any
requested Swing Line Loan have not been satisfied in full, then Swing Line
Lender shall make the amount of its Swing Line Loan available to Administrative
Agent by no later than 2:00 p.m. (New York City time) on the applicable
Credit Date by wire transfer of same day funds in Dollars, at Administrative
Agent’s Principal Office.


 


F.    Section 2.3(b) of the Credit Agreement is
hereby amended by adding a new paragraph (vii) immediately after paragraph
(vi) as follows:


 


(vii)                           Upon the request by Swing Line
Lender to have a Revolving Loan made for the purpose of repaying any Refunded
Swing Line Loan pursuant to the immediately preceding paragraph (iv) or
the request by Swing Line Lender to have Lender purchase a participation in any
unpaid Swing Line Loans pursuant to the immediately preceding paragraph (v),
unless Swing Line Lender has received notice from the Administrative Agent that
the conditions precedent under Section 3.2 were not satisfied in full at
the time


 


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that the Swing Line Loan was made to NewPageCo to
which such Refunded Swing Line Loan relates or to which such participation in
any unpaid Swing Line Loans relates, Swing Line Lender shall be deemed to have
satisfied the condition of possessing a good faith belief that all conditions
precedent under Section 3.2 have been satisfied for purposes of the
immediately preceding paragraph (vi).


 


G.    Section 2.4(a) of the Credit Agreement is
hereby amended to add the following sentence at the end thereof:


 


NewPageCo shall have the right to select the Issuing
Bank for each Letter of Credit it requests.


 


H.    Section 2.4(b) of the Credit Agreement is
hereby amended to add the following sentence at the end thereof:


 


Unless the Issuing Bank has received notice from the
Administrative Agent to the contrary, the Issuing Bank shall be entitled to
rely on any certification from NewPageCo contained in any Issuance Notice to
the effect that the conditions precedent to the issuance of any requested
Letter of Credit have been satisfied in full, including, without limitation,
that after giving effect to such issuance, the Total Utilization of Revolving
Commitments would not exceed the lesser of (1) the Revolving Commitments
then in effect and (2) the Borrowing Base then in effect.


 


I.    Section 2.7(b) of the Credit Agreement is
hereby amended by amending and restating the second sentence contained therein
in its entirety as follows:


 


The Register, as in effect at the close of business on
the preceding Business Day, shall be available for inspection by NewPageCo, any
Lender or any Issuing Bank at any reasonable time and from time to time upon
reasonable prior notice.


 


J.    Section 3.2(a)(i)of the Credit Agreement is
hereby deleted and replaced with a new paragraph (i) as follows:


 


(i)                                     Administrative Agent shall
have received a fully executed and delivered Funding Notice or Issuance Notice,
as the case may be, and (A) in the case of any Swing Line Loan, Swing
Line Lender shall also have received such fully executed and delivered Funding
Notice with respect to such Swing Line Loan and (B) in the case of any
Letter of Credit, the applicable Issuing Bank shall also have received such
fully executed and delivered Issuance Notice with respect to the issuance of
such Letter of Credit;


 


K.    Section 9 of the Credit Agreement is hereby amended
by adding a new Section 9.3 to read as follows:


 


9.3.                              Appointment of Collateral Agent as “Fondé de Pouvoir”. Without prejudice to the
foregoing, each Secured Party hereby irrevocably appoints and authorizes
JPMorgan Chase Bank, N.A. (and any successor acting as Collateral Agent) to act
as the person holding the power of attorney (fondé de pouvoir) (in such
capacity “Attorney”) of the Secured Parties as
contemplated under Article 2692 of the Civil Code of Quebec, and


 


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to enter into, to take and to hold on their behalf,
and for their benefit, any hypothec, and to exercise such powers and duties
which are conferred upon the Attorney under any hypothec. Moreover, without
prejudice to such appointment and authorization to act as the person holding
the power of attorney as aforesaid, each Secured Party hereby irrevocably
appoints and authorizes JPMorgan Chase Bank, N.A. (and any successor acting as
Collateral Agent) (in such capacity, the “Custodian”) to
act as agent and custodian for and on behalf of the Secured Parties to hold and
to be the sole registered holder of any bond which may be issued under any
hypothec, the whole notwithstanding Section 32 of the Act respecting the
special powers of legal persons (Quebec) or any other applicable law. In this
respect: (i) the Custodian shall keep a record indicating the names and
addresses of, and the pro rata portion of the obligations and indebtedness
secured by any pledge of any such bond and owing to each Secured Party, and (ii) each
Secured Party will be entitled to the benefits of any charged property covered
by any hypothec and will participate in the proceeds of realization of any such
charged property, the whole in accordance with the terms hereof. Each of the
Attorney and the Custodian shall: (a) have the sole and exclusive right
and authority to exercise, except as may be otherwise specifically
restricted by the terms hereof, all rights and remedies given to the Attorney
and the Custodian (as applicable) pursuant to any hypothec, bond, pledge,
applicable laws or otherwise, (b) benefit from and be subject to all
provisions hereof with respect to the Collateral Agent mutatis mutandis,
including, without limitation, all such provisions with respect to the
liability or responsibility to and indemnification by the Secured Parties, and (c) be
entitled to delegate from time to time any of its powers or duties under any
hypothec, bond, or pledge on such terms and conditions as it may determine
from time to time. Any person who becomes a Secured Party shall be deemed to
have consented to and confirmed: (i) the Attorney as the person holding
the power of attorney as aforesaid and to have ratified, as of the date it
becomes a Secured Party, all actions taken by the Attorney in such capacity,
and (ii) the Custodian as the agent and custodian as aforesaid and to have
ratified, as of the date it becomes a Secured Party, all actions taken by the
Custodian in such capacity.


 


L.    Section 10.3(a) of the Credit Agreement is
hereby amended by amending and restating the last sentence contained therein in
its entirety as follows:


 


Anything contained herein to the contrary
notwithstanding, neither Administrative Agent nor Swing Line Lender shall have
any liability arising from confirmations of the amount of outstanding Loans or
the component amounts thereof and neither Administrative Agent nor any Issuing
Bank shall have any liability arising from confirmations of the amount of the
Letter of Credit Usage or the component amounts thereof.


 


M.    Section 10.7 is hereby amended by (i) amending
the title to such Section to read “Successor Administrative Agent” and (ii) deleting
the last two sentences contained therein.


 


N.    Section 11.5(c)(iii) of
the Credit Agreement is hereby deleted and replaced with a new paragraph (iii) as
follows:


 


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(iii)                               amend, modify, terminate or
waive any obligation of Lenders relating to the purchase of participations in
Letters of Credit as provided in Section 2.4(e) or any other
provision relating to Letter of Credit Usage or Letters of Credit without the
written consent of Administrative Agent and of Issuing Bank;


 


SECTION II.    CONDITIONS TO EFFECTIVENESS


 


This Amendment shall become effective as of the date hereof only upon
the satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”):


 


A.    Execution.
Administrative Agent shall have received a counterpart signature page of
this Amendment duly executed by each of the Credit Parties and Requisite
Lenders.


 


B.    Necessary Consents. Each Credit Party shall have obtained all material consents
necessary or advisable in connection with the transactions contemplated by this
Amendment.


 


C.    Other Documents. Administrative Agent and Lenders shall have received such
other documents, information or agreements regarding Credit Parties as Administrative
Agent or Collateral Agent may reasonably request, including, without
limitation, the issuance of a new Swing Line Note payable to the order of
Wachovia Bank, National Association in the original principal amount of
$25,000,000 to replace the existing Swing Line Note payable to the order of
GSCP in the original principal amount of $15,000,000.


 


SECTION III.    REPRESENTATIONS AND WARRANTIES


 


In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, each Credit Party which is
a party hereto represents and warrants to each Lender that the following
statements are true and correct in all material respects:


 


A.    Corporate Power and Authority. Each Credit Party, which is party hereto, has all requisite
power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the
Credit Agreement as amended by this Amendment (the “Amended Agreement”) and the other Credit Documents.


 


B.    Authorization of Agreements. The execution and delivery of this Amendment and the
performance of the Amended Agreement and the other Credit Documents have been
duly authorized by all necessary action on the part of each Credit Party.


 


C.    No Conflict. The
execution and delivery by each Credit Party of this Amendment and the
performance by each Credit Party of the Amended Agreement and the other Credit
Documents do not and will not (i) violate (A) any provision of any
law,


 


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statute, rule or
regulation, or of the certificate or articles of incorporation or partnership
agreement, other constitutive documents or by-laws of Holdings, Borrower or any
Credit Party or (B) any applicable order of any court or any rule,
regulation or order of any Governmental Authority, (ii) be in conflict
with, result in a breach of or constitute (alone or with notice or lapse of
time or both) a default under any Contractual Obligation of the applicable
Credit Party, where any such conflict, violation, breach or default referred to
in clause (i) or (ii) of this Section III.C., could reasonably
be expected to have a Material Adverse Effect, (iii) except as permitted
under the Amended Agreement, result in or require the creation or imposition of
any Lien upon any of the properties or assets of each Credit Party (other than
any Liens created under any of the Credit Documents in favor of Administrative
Agent on behalf of Lenders), or (iv) require any approval of stockholders
or partners or any approval or consent of any Person under any Contractual
Obligation of each Credit Party, except for such approvals or consents which
will be obtained on or before the First Amendment Effective Date and except for
any such approvals or consents the failure of which to obtain will not have a
Material Adverse Effect.


 


D.    Governmental Consents. No action, consent or approval of, registration or filing
with or any other action by any Governmental Authority is or will be required
in connection with the execution and delivery by each Credit Party of this
Amendment and the performance by Borrower and Holdings of the Amended Agreement
and the other Credit Documents, except for such actions, consents and approvals
the failure to obtain or make could not reasonably be expected to result in a
Material Adverse Effect or which have been obtained and are in full force and
effect.


 


E.    Binding Obligation. This Amendment and the Amended Agreement have been duly
executed and delivered by each of the Credit Parties party thereto and each
constitutes a legal, valid and binding obligation of such Credit Party to the
extent a party thereto, enforceable against such Credit Party in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency, moratorium, reorganization or other similar laws affecting
creditors’ rights generally and except as enforceability may be limited by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).


 


F.    Incorporation of Representations and
Warranties From Credit Agreement. The
representations and warranties contained in Section 4 of the Amended
Agreement are and will be true and correct in all material respects on and as
of the First Amendment Effective Date to the same extent as though made on and
as of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true and
correct in all material respects on and as of such earlier date.


 


G.    Absence of Default. No event has occurred and is continuing or will result from
the consummation of the transactions contemplated by this Amendment that would
constitute an Event of Default or a Default.


 


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SECTION IV.    ACKNOWLEDGMENT AND CONSENT


 


Each Domestic Subsidiary listed on the signature pages hereto and
Holdings are referred to herein as a “Credit
Support Party” and collectively as the “Credit Support Parties”, and the Credit Documents to which
they are a party are collectively referred to herein as the “Credit Support Documents”.


 


Each Credit Support Party hereby acknowledges that it has reviewed the
terms and provisions of the Credit Agreement and this Amendment and consents to
the amendment of the Credit Agreement effected pursuant to this Amendment. Each
Credit Support Party hereby confirms that each Credit Support Document to which
it is a party or otherwise bound and all Collateral encumbered thereby will
continue to guarantee or secure, as the case may be, to the fullest extent
possible in accordance with the Credit Support Documents the payment and
performance of all “Obligations” under each of the Credit Support Documents to
which is a party (in each case as such terms are defined in the applicable
Credit Support Document).


 


Each Credit Support Party acknowledges and agrees that any of the
Credit Support Documents to which it is a party or otherwise bound shall
continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Amendment. Each Credit Support Party
represents and warrants that all representations and warranties contained in
the Amended Agreement and the Credit Support Documents to which it is a party
or otherwise bound are true and correct in all material respects on and as of
the First Amendment Effective Date to the same extent as though made on and as
of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true and
correct in all material respects on and as of such earlier date.


 


Each Credit Support Party acknowledges and agrees that (i) notwithstanding
the conditions to effectiveness set forth in this Amendment, such Credit
Support Party is not required by the terms of the Credit Agreement or any other
Credit Support Document to consent to the amendments to the Credit Agreement
effected pursuant to this Amendment and (ii) nothing in the Credit
Agreement, this Amendment or any other Credit Support Document shall be deemed
to require the consent of such Credit Support Party to any future amendments to
the Credit Agreement.


 


SECTION V.    MISCELLANEOUS


 


A.    Reference to and Effect on the Credit
Agreement and the Other Credit Documents.


 


(i)    
On and after the First Amendment Effective Date, each reference in the
Credit Agreement to “this Amendment”, “hereunder”, “hereof”, “herein” or words
of like import referring to the Credit Agreement, and each reference in the
other Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” or
words of like import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended by this Amendment.


 


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(ii)    
Except as specifically amended by this Amendment, the Credit Agreement
and the other Credit Documents shall remain in full force and effect and are
hereby ratified and confirmed.


 


(iii)    
The execution, delivery and performance of this Amendment shall not
constitute a waiver of any provision of, or operate as a waiver of any right,
power or remedy of any Agent or Lender under, the Credit Agreement or any of
the other Credit Documents.


 


B.    Headings. Section and
Subsection headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for
any other purpose or be given any substantive effect.


 


C.    Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.


 


D.    Counterparts. This
Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument; signature pages may be
detached from multiple separate counterparts and attached to a single counterpart so
that all signature pages are physically attached to the same document.


 


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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and delivered
by their respective officers thereunto duly authorized as of the date first
written above.


 


	
   

  	
   

  	
  NEWPAGE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Linda Sheffield

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Linda Sheffield

  
	
   

  	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEWPAGE HOLDING CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Linda Sheffield

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Linda Sheffield

  
	
   

  	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHILLICOTHE PAPER INC.

  
	
   

  	
   

  	
  WICKLIFFE PAPER COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Linda Sheffield

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Linda Sheffield

  
	
   

  	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ESCANABA PAPER COMPANY

  
	
   

  	
   

  	
  LUKE PAPER COMPANY

  
	
   

  	
   

  	
  RUMFORD PAPER COMPANY

  
	
   

  	
   

  	
  NEWPAGE ENERGY SERVICES LLC

  
	
   

  	
   

  	
  UPLAND RESOURCES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Peter H. Vogel, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Peter H. Vogel, Jr.

  
	
   

  	
   

  	
   

  	
  Title: President & CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RUMFORD COGENERATION, INC.

  
	
   

  	
   

  	
  RUMFORD FALLS POWER COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Peter H. Vogel, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Peter H. Vogel, Jr.

  
	
   

  	
   

  	
   

  	
  Title: President & CEO

  



 

















 


	
   

  	
   

  	
  GOLDMAN SACHS CREDIT PARTNERS L.P.,

  
	
   

  	
   

  	
  as Administrative Agent, Joint
  Lead Arranger, Joint Bookrunner, Co-Syndication Agent, and a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert Schatzman

  	
   

  
	
   

  	
   

  	
   

  	
   Robert Schatzman

  
	
   

  	
   

  	
   

  	
   Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  	
   

  	
  as Collateral Agent, an Issuing
  Bank and a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Peter S. Predun

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Peter S. Predun

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  UBS SECURITIES LLC,

  
	
   

  	
   

  	
   

  	
  as Joint Lead Arranger, Joint Bookrunner and Co-Syndication Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    By:

  	
  /s/ Daniel W. Ladd III

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Daniel W. Ladd III

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    By:

  	
  /s/ Francisco Pinto-Leite

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Francisco Pinto-Leite

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Director and Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Region Americas Legal

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION, as an Issuing Bank, Swingline Lender and a Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    By:

  	
  /s/ Thomas Grabosky

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Thomas Grabosky

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Director

  
										



 

















 


	
   

  	
   

  	
   

  	
  WACHOVIA CAPITAL MARKETS, LLC,

  
	
   

  	
   

  	
   

  	
  as Co-Syndication Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
     By:

  	
  /s/ Thomas Grabosky

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Thomas Grabosky

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
   

  	
   

  	
  as Documentation Agent and as a
  Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
     By:

  	
  /s/ Jang S. Kim

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Jang S. Kim

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LENDERS:

  	
   

  	
   

  	
   

  	
   

  	
  UBS LOAN FINANCE LLC,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Wilfred V. Saint

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Wilfred V. Saint

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Banking Products

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Services, US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Joselin Fernandes

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Joselin Fernandes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
  Associate Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Banking Products

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Services, US

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS FARGO FOOTHILL, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Eunnie Kim

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Eunnie Kim

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
													



 

















 


	
   

  	
   

  	
  GE CAPITAL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James Miller

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  James Miller

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Duly Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE CIT GROUP/BUSINESS CREDIT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Evelyn Kusold

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Evelyn Kusold

  
	
   

  	
   

  	
   

  	
  Title:

  	
  AVP

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FARM CREDIT SERVICES OF MISSOURI, PCA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lee Fuchs

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Lee Fuchs

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President, Capital Markets

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ISRAEL DISCOUNT BANK OF NEW YORK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ron Bongiovanni

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Ron Bongiovanni

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andy Balta

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Andy Balta

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SIEMENS FINANCIAL SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Frank Amodio

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Frank Amodio

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President - Credit

  
						



 

















 


	
   

  	
   

  	
  LASALLE BUSINESS CREDIT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven Friedlander

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven Friedlander

  
	
   

  	
   

  	
   

  	
  Title:

  	
  SVP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jack Koch

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jack Koch

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Account Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SENIOR DEBT PORTFOLIO

  
	
   

  	
   

  	
  By: Boston Management and Research

  
	
   

  	
   

  	
     As
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EATON VANCE SENION INCOME TRUST

  
	
   

  	
   

  	
  By: Eaton Vance Management

  
	
   

  	
   

  	
     As
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

  
	
   

  	
   

  	
  By: Eaton Vance Management

  
	
   

  	
   

  	
     As
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 

















 


	
   

  	
   

  	
  EATON VANCE CDO III, LTD.

  
	
   

  	
   

  	
  By: Eaton Vance Management

  
	
   

  	
   

  	
     As
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COSTANTINUS EATON VANCE CDO V, LTD.

  
	
   

  	
   

  	
  By: Eaton Vance Management

  
	
   

  	
   

  	
     As
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthoff

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EATON VANCE CDO VI, LTD.

  
	
   

  	
   

  	
  By: Eaton Vance Management

  
	
   

  	
   

  	
     As
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GRAYSON & CO.

  
	
   

  	
   

  	
  By: Boston Management and Research

  
	
   

  	
   

  	
     As
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BIG SKY SENIOR LOAN FUND, LTD.

  
	
   

  	
   

  	
  By: Eaton Vance Management

  
	
   

  	
   

  	
     As
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 

















 


	
   

  	
   

  	
  THE NORINCHUKIN BANK, NEW YORK BRANCH

  
	
   

  	
   

  	
  Through State Street Bank and Trust
  Company, N.A. as Fiduciary Custodian

  
	
   

  	
   

  	
  By: Eaton Vance Management

  
	
   

  	
   

  	
     As
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BIG SKY III SENIOR LOAN TRUST

  
	
   

  	
   

  	
  By: Eaton Vance Management

  
	
   

  	
   

  	
     As
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EATON VANCE

  
	
   

  	
   

  	
  VT FLOATING-RATE INCOME FUND

  
	
   

  	
   

  	
  By: Eaton Vance Management

  
	
   

  	
   

  	
     As
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EATON VANCE

  
	
   

  	
   

  	
  LIMITED DURATION INCOME FUND

  
	
   

  	
   

  	
  By: Eaton Vance Management

  
	
   

  	
   

  	
     As
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 

















 


	
   

  	
   

  	
  EATON VANCE

  
	
   

  	
   

  	
  SENIOR FLOATING-RATE TRUST

  
	
   

  	
   

  	
  By: Eaton Vance Management

  
	
   

  	
   

  	
     As
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EATON VANCE FLOATING-RATE

  
	
   

  	
   

  	
  INCOME TRUST

  
	
   

  	
   

  	
  By: Eaton Vance Management

  
	
   

  	
   

  	
     As
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EATON VANCE SHORT DURATION

  
	
   

  	
   

  	
  DIVERSIFIED INCOME FUND

  
	
   

  	
   

  	
  By: Eaton Vance Management

  
	
   

  	
   

  	
     As
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael B. Botthof

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael B. Botthof

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President