Prepared by MERRILL CORPORATION









THIRD AMENDMENT AND FORBEARANCE, dated as of October

19, 2001 (this “Amendment”), to the Credit Agreement, dated as of

November 23, 1999 (as heretofore amended, the “Credit Agreement”), among

MERRILL CORPORATION, a Minnesota corporation, as a guarantor (“Holdco”),

MERRILL COMMUNICATIONS LLC, a Delaware limited liability company, as the

borrower (the “Company”), the various financial institutions from time

to time parties to the Credit Agreement (collectively, the “Lenders”),

WELLS FARGO BANK, N.A., as documentation agent for the Lenders (the “Documentation

Agent”), and U.S. BANK NATIONAL ASSOCIATION, as administrative agent for

the Lenders (the “Administrative Agent”).




W I T N E S S E T H:




WHEREAS, pursuant to the Credit Agreement, the Lenders

have agreed to make, and have made, certain loans and other extensions of

credit to the Company and its Subsidiaries;




WHEREAS, as of the date hereof, the Company is not in

compliance with the covenants contained in Sections 7.2.4 and 7.1.1 of the

Credit Agreement and a Default has resulted from such non-compliance

(collectively, the “Non-Compliance and Defaults”); and




WHEREAS, the Company has requested, and the Required

Lenders have agreed, to amend certain provisions of the Credit Agreement and to

forbear from the exercise of certain rights and remedies under the Credit

Agreement in the manner provided for in this Amendment.




NOW, THEREFORE, in consideration of the premises

contained herein, the parties hereto hereby agree as follows:




1.     Defined Terms.  Terms

defined in the Credit Agreement and used herein shall have the meanings given

to them in the Credit Agreement.




2.     Amendment to Section 1.1 of the Credit Agreement. Section 1.1 of the Credit Agreement is

hereby amended by adding the following definition in its proper alphabetical

order:




“Third Amendment” means the Third Amendment and

Forbearance, dated as of October 19, 2001, to this Agreement, among Holdco, the

Lenders, the Documentation Agent and the Administrative Agent.











3.     Limited Forbearance.  For the

period from October 19, 2001 up to and including November 18, 2001 (the

"Forbearance Period"), the Administrative Agent and the Lenders

hereby agree to forebear from their right to exercise their rights and remedies

pursuant to Sections 4.9 and 8.3 of the Credit Agreement; provided, however,

that, notwithstanding the foregoing, in the event (i) of the occurrence of any

Default, other than the Non-Compliance and Defaults, during the Forbearance

Period, (ii) that the Company gives notice to the Lenders of its intention to

make any payment to the trustee named under the Senior Subordinated Note

Indenture (the “Trustee”), or directly to a holder for and on behalf of the

Senior Subordinated Notes, as provided for in Section 4 of this Amendment, or

(iii) the Company’s projected EBITDA for the Fiscal Year ending January 31,

2002 is below $40,000,000, the Administrative Agent and the Lenders reserve the

right to exercise any of their rights and remedies under the Credit Agreement

or this Amendment and, in such event, Section 3 of this Amendment shall

immediately be deemed null and void.




4.     Notice of Intent to Make Interest Payment. 

In the event that, during the Forbearance Period, the Company determines

to make any payments to the Trustee, or directly to a holder for and on behalf

of the Senior Subordinated Notes, the Company shall provide the Administrative

Agent and Weil, Gotshal & Manges LLP, counsel to the Lenders (hereinafter

referred to as “Lenders’ Counsel”), with three (3) Business Days written notice

of such intent prior to making any such payment.




5.     Amendment to Section 7.2.16 of the Credit Agreement. 

Section 7.2.16 of the Credit Agreement is hereby amended by deleting

such Section in its entirety and restated as follows:




SECTION 7.2.16. Limitations on Use of Cash. 

From and after October 19, 2001, each of Holdco and the Company will

not, and will not permit any other Restricted Subsidiary to,




(i)            make any payment using any amounts from (a) the

operating account that is maintained by the Company at U.S. Bank National Association,

Acct. #170225026310 (the “Operating Account”) or (b) the investment account

that is maintained by the Company at U.S. Bancorp, Inc., Acct. #13073796 (the

“Investment Account”), in an amount greater than one million dollars

($1,000,000), unless the Company has provided the Administrative Agent and

Lender’s Counsel with three (3) Business Days prior written notice of the

Company’s intention to make such payment; provided, however, that

this Section 7.2.16 shall not be applicable with respect to transfers from the

Operating Account to (x) the payroll disbursement account maintained by the

Company at U.S. Bank, Acct. #170225139287, in an amount not to exceed

$7,000,000, and (y) any governmental authority to satisfy tax obligations; and





(ii)           upon compliance with Section 7(b)(i) of the Third

Amendment, maintain cash balances, bank deposits or Cash Equivalent Investments

other than with a Lender, except with respect to cash balances, bank deposits

and Cash Equivalent Investments in (a) an aggregate amount not exceeding

$1,000,000 and held by Merrill Corporation, Canada and 793473 Ontario Ltd. and

(b) an aggregate amount not exceeding $1,000,000 and held by non-Canadian

Non-U.S. Subsidiaries.




6.     Amendment to Section 8.1.3 of the Credit Agreement. 

Section 8.1.3 of the Credit Agreement is hereby amended by inserting the

phrase “or Section 4 of the Third Amendment” immediately following the

parenthetical “(other than Section 7.2.1)” at the end thereof.




7.     Conditions to Effectiveness.




(a)   This Amendment shall become effective on the date

first written above upon the Administrative Agent having received the

following:




(i)            notwithstanding any provisions of the Credit

Agreement, a prepayment of the outstanding amount of the Term Loans, as

provided for in Section 3.1.1(a) of the Credit Agreement, in an amount equal to

twenty million dollars ($20,000,000) and, notwithstanding the provisions of

Section 3.1.2(b) of the Credit Agreement, such monies shall be applied, pro

rata among the Term Loans, in the inverse order of maturity; and




(ii)           counterparts of this Amendment duly executed and

delivered by Holdco, the Company and the Required Lenders together with a

consent to this Amendment duly executed and delivered by the Subsidiary

Guarantors.




(b)   The provisions of Section 3 hereof shall terminate if

any of the following shall not have been satisfied,




(i)            no later than five (5) Business Days after the

execution of this Amendment, the cash balances, bank deposits and Cash

Equivalent Investments (a) held by Merrill Corporation, Canada and 793473

Ontario Ltd. shall have been reduced to an aggregate amount not exceeding

$1,000,000 and (b) held by non-Canadian Non-U.S. Subsidiaries shall have been

reduced to an aggregate amount not exceeding $1,000,000, and the excess

balances thereof shall have been transferred to the Operating Account or the

Investment Account; and





(ii)           no later than three (3) Business Days after the

Administrative Agent shall have delivered to the Company final drafts of all

additional agreements as the Administrative Agent may reasonably request,

including without limitation, certain irrevocable letters of direction to

depository institutions and control agreements, in each case in form and

substance satisfactory to the Administrative Agent (collectively, the

“Additional Documents”), the Company shall deliver duly executed copies of the

Additional Documents to the Administrative Agent;




(iii)          no later than five (5) Business Days after the

Administrative Agent shall reasonably request any additional information and

materials, the Company shall deliver such information and materials to the

Administrative Agent; and




(iv)          by October 26, 2001, the Administrative Agent shall

have received from the Company the following:




a.             the Company’s financial results for the

month of September, 2001; and




b.             the Company’s EBITDA projections for the

balance of Fiscal Year 2002.




8.     Continuing Effect.  Except as

expressly amended and modified hereby, the Credit Agreement, including, without

limitation, Articles IV, VII and VIII thereof, shall continue to be and shall

remain in full force and effect in accordance with its terms.




9.     No Waiver. 

Notwithstanding any provisions contained in the Credit Agreement or in

this Amendment to the contrary, nothing contained in this agreement should be

deemed or construed as a waiver of the Non-Compliance and Defaults.




10.   Limitations on Liability. 

The Company agrees that the Administrative Agent, each Lender and each

Issuer and each of their respective Affiliates, and each of the directors,

officers, employees, agents, representatives, attorneys, consultants and

advisors of or to any of the foregoing (each such Person being a “Lender

Party”) shall not have any liability (whether direct or indirect, in contract,

tort or otherwise) to Holdco, the Company or any of its respective Subsidiaries

or any of their equity holders or creditors for or in connection with the

transactions contemplated hereby or in the Loan Documents or the Senior

Subordinated Notes with respect to any acts of any Lender Party prior to the

effectiveness of this Amendment, except to the extent such liability is found

in a final judgment by a court of competent jurisdiction to have resulted

primarily from such Lender Party’s gross negligence or willful misconduct.  In no event, however, shall any

Lender Party be liable with respect to the acts of any Lender Party prior to

the effectiveness of this Amendment, on any theory of liability for any

special, indirect, consequential or punitive damages and each of Holdco and the

Company hereby waives, releases and agrees (for itself and on behalf of its

Subsidiaries) not to sue upon any such claim for any such damages, whether or

not accrued and whether or not known or suspected to exist in its favor.





11.   Press Releases and Public Disclosure. 

Each of Holdco and the Company agrees that neither it nor its Affiliates

will issue any press releases or other public disclosure (each, a “Disclosure

Document”) using the name of the Administrative Agent, any Lender or any of

their respective Affiliates or referring to the Credit Agreement, the other

Loan Documents or the Senior Subordinated Notes without the prior written

notice to the Administrative Agent and without the prior written consent of the

Administrative Agent unless (and only to the extent that) Holdco, the Company

or its respective Affiliate is required to do so under law and then, in any

event, Holdco, the Company or its respective Affiliate will provide a copy of

such Disclosure Document to the Administrative Agent before issuing such Disclosure

Document.




12.   Representation and Warranties. 

On and as of the date hereof, after giving effect to this Amendment,

each of Holdco and the Company hereby represents and warrants to the Lenders

that (i) each of its representations and warranties contained in Article VI of

the Credit Agreement and in each other Loan Document are true and correct in

all material respects on and as of such date as if made on and as of such date,

except to the extent that (A) such representations and warranties specifically relate

to an earlier date, in which case such representations and warranties shall be

true and correct in all material respects as of such earlier date or (B) such

representations and warranties are untrue or incorrect solely by virtue of the

existence of the Non-Compliance and Defaults and (ii) no Default, other than

the Non-Compliance and Defaults, has occurred and is continuing.  




13.    General. 

(a)  Payment of Expenses.  The Company agrees to pay or reimburse the Administrative Agent

and the Lenders for all of their respective out-of-pocket costs and reasonable

expenses incurred in connection with this Amendment, any other documents

prepared in connection herewith, including, without limitation, the reasonable

fees and disbursements of (x) counsel to the Administrative Agent and (y)

Lenders’ Counsel.




(b)   No Other Amendments; Confirmation. 

Except as expressly amended, modified and supplemented hereby, the

provisions of the Credit Agreement are and shall remain in full force and

effect.




(c)   GOVERNING

LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER

THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN

ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




(d)   Counterparts.  This

Amendment may be executed by one or more of the parties to this Amendment in

any number of separate counterparts, and all of said counterparts taken

together shall be deemed to constitute one and the same instrument. A set of

the copies of this Amendment signed by all the parties shall be lodged with the

Company and the Administrative Agent.




(e)   Successors.  The

execution and delivery of this Amendment by any Lender shall be binding upon

each of its successors and assigns (including transferees of its commitments

and Loans in whole or in part prior to effectiveness hereof) and binding in

respect of all of its Commitment and Loans. 




 [Remainder of

page intentionally left blank]











 




 




IN WITNESS WHEREOF, the parties hereto have caused

this Agreement to be executed by their respective officers thereunto duly

authorized as of the day and year first above written.




	

   


  	

  MERRILL

  CORPORATION


  
	

   


  	

   


  
	

   


  	

  By: 


  	

   /s/

  John W. Castro


  
	

   


  	

   


  	

  Name: John

  W. Castro


  
	

   


  	

   


  	

  Title: Chief

  Executive Officer


  
	

   


  	

   


  	

   


  
	

   


  	

  MERRILL

  COMMUNICATIONS LLC


  
	

   


  	

   


  
	

   


  	

  By: 


  	

   /s/

  John W. Castro


  
	

   


  	

   


  	

  Name: John

  W. Castro


  
	

   


  	

   


  	

  Title: Chief

  Executive Officer


  
	

   


  	

   


  	

   


  
	

   


  	

  U.S. BANK

  NATIONAL ASSOCIATION, as the Administrative Agent and as a Lender


  
	

   


  	

   


  
	

   


  	

  By: 


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  
	

   


  	

  WELLS FARGO

  BANK, N.A., as the Documentation Agent and as a Lender


  
	

   


  	

   


  
	

   


  	

  By: 


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  
	

  LENDERS


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  CREDIT

  LYONNAIS NEW YORK BRANCH, as a Lender


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ James

  B. Wallock


  
	

   


  	

   


  	

  Name: James

  B. Wallock


  
	

   


  	

   


  	

  Title: Vice

  President


  
	

   


  	

   


  	

   


  
	

   


  	

  HARRIS

  TRUST & SAVINGS BANK, as a Lender


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Andrew

  T. Claar


  
	

   


  	

   


  	

  Name:

  Andrew T. Claar


  
	

   


  	

   


  	

  Title: Vice

  President


  
	

   


  	

   


  	

   


  
	

   


  	

  TRANSAMERICA

  BUSINESS CREDIT CORP., as a Lender


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Stephen

  K. Goetschius


  
	

   


  	

   


  	

  Name:

  Stephen K. Goetschius


  
	

   


  	

   


  	

  Title:

  Senior Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

  BANK ONE,

  N.A., as a Lender


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Kevin

  Christensen


  
	

   


  	

   


  	

  Name: Kevin

  Christensen


  
	

   


  	

   


  	

  Title: 1st

  Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

  COMERICA

  BANK, as a Lender


  
	

   


  	

   


  
	

   


  	

  By: 


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  
	

   


  	

  THE FUJI

  BANK, LIMITED, as a Lender


  
	

   


  	

   


  
	

   


  	

  By: 


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	


  

  


  	

   


  	

   


  
	

   


  	

  GE CAPITAL

  CORPORATION-SFG, as a Lender


  
	

   


  	

   


  
	

   


  	

  By: 


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  
	

   


  	

  GENERAL

  ELECTRIC CAPITAL CORPORATION, as a Lender


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Robert

  M. Kadlick


  
	

   


  	

   


  	

  Name:

  Robert M. Kadlick


  
	

   


  	

   


  	

  Title: Duly

  Authorized Signatory


  
	

   


  	

   


  	

   


  
	

   


  	

  FIRST UNION

  NATIONAL BANK, as a Lender


  
	

   


  	

   


  
	

   


  	

  By: 


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  
	

   


  	

  APEX (IDM)

  CDO I, LTD., as a Lender


  
	

   


  	

   


  
	

   


  	

  By: 


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  
	

   


  	

  ELC

  (CAYMAN) LTD. 1999-II, as a Lender


  
	

   


  	

   


  
	

   


  	

  By: 


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  
	

   


  	

  ELC

  (CAYMAN) LTD. 1999-III, as a Lender


  
	

   


  	

   


  
	

   


  	

  By: 


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  
	

   


  	

  ELC

  (CAYMAN) LTD. 2000-I


  
	

   


  	

   


  
	

   


  	

  By: 


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  
	

   


  	

  THE

  DAI-ICHI KANGYO BANK, LTD., as a Lender


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Naoki

  Yamamori


  
	

   


  	

   


  	

  Name: Naoki

  Yamaori


  
	

   


  	

   


  	

  Title: Sr.

  Vice President & Dept. Head


  
	

   


  	

   


  	

   


  
	

   


  	

  BALANCED

  HIGH-YIELD FUND I LTD., as a Lender


  
	

   


  	

  By:


  	

  BHF (USA)

  Capital Corporation Acting As Attorney-In-Fact


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ David Scheiber


  
	

   


  	

   


  	

  Name: David

  Scheiber


  
	

   


  	

   


  	

  Title: Vice

  President


  
	

   


  	

   


  	

   


  
	

   


  	

  BALANCED

  HIGH-YIELD FUND II LTD., as a Lender


  
	

   


  	

  By:


  	

  BHF (USA)

  Capital Corporation Acting As Attorney-In-Fact


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ David

  Scheiber


  
	

   


  	

   


  	

  Name: David

  Scheiber


  
	

   


  	

   


  	

  Title: Vice

  President


  
	

   


  	

   


  	

   


  
	

   


  	

  ARCHIMEDES

  FUNDING, LLC, as a Lender


  
	

   


  	

  By:


  	

  ING Capital

  Advisors LLC, as Collateral Manager


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ David

  Scheiber


  
	

   


  	

   


  	

  Name: David

  Scheiber


  
	

   


  	

   


  	

  Title: Vice

  President


  
	

   


  	

   


  	

   


  
	

   


  	

  ARCHIMEDES

  FUNDING III, LTD., as a Lender


  
	

   


  	

  By


  	

  ING Capital

  Advisors LLC, as Collateral Manager


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ David

  Scheiber


  
	

   


  	

   


  	

  Name: David

  Scheiber


  
	

   


  	

   


  	

  Title: Vice

  President


  
	

   


  	

   


  	

   


  
	

   


  	

  KZH ING-2

  LLC, as a Lender


  
	

   


  	

   


  
	

   


  	

  By: 


  	

  /s/ Susan

  Lee


  
	

   


  	

   


  	

  Name: Susan

  Lee


  
	

   


  	

   


  	

  Title:

  Authorized Agent


  
	

   


  	

   


  	

   


  
	

   


  	

  SEQUILS-ING

  I (HBDGM), LTD., as a Lender


  
	

   


  	

  By


  	

  ING Capital

  Advisors LLC, as Collateral Manager


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ David

  Scheiber


  
	

   


  	

   


  	

  Name: David

  Scheiber


  
	

   


  	

   


  	

  Title: Vice

  President


  
	

   


  	

   


  	

   


  
	

   


  	

  SWISS LIFE

  US RAINBOW LIMITED, as a Lender


  
	

   


  	

  By:


  	

  ING Capital

  Advisors LLC, as Investment Manager


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ David

  Scheiber


  
	

   


  	

   


  	

  Name: David

  Scheiber


  
	

   


  	

   


  	

  Title: Vice

  President


  
	

   


  	

   


  	

   


  
	

   


  	

  CYPRESSTREE

  INVESTMENT PARTNERS I, LTD., as a Lender


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Jeffrey

  Megar


  
	

   


  	

   


  	

  Name:

  Jeffrey Megar


  
	

   


  	

   


  	

  Title:

  Principal


  
	

   


  	

   


  	

   


  
	

   


  	

  CYPRESSTREE

  INVESTMENT PARTNERS II, LTD., as a Lender


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Jeffrey

  Megar


  
	

   


  	

   


  	

  Name:

  Jeffrey Megar


  
	

   


  	

   


  	

  Title:

  Principal


  
	

   


  	

   


  	

   


  
	

   


  	

  CYPRESSTREE

  INVESTMENT MANAGEMENT COMPANY INC.


  
	

   


  	

  As:    Attorney-in-Fact and on behalf of First

  Allmerica Financial Life Insurance Company as Portfolio Manager


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Jeffrey

  Megar


  
	

   


  	

   


  	

  Name:

  Jeffrey Megar


  
	

   


  	

   


  	

  Title:

  Principal


  
	

   


  	

   


  	

   


  
	

   


  	

  MORGAN

  STANLEY DEAN WITTER PRIME INCOME TRUST, as a Lender


  
	

   


  	

   


  
	

   


  	

  By: 


  	

   /s/ Sheila Pinnerty


  
	

   


  	

   


  	

  Name:

  Sheila Pinnerty


  
	

   


  	

   


  	

  Title:

  Executive Director


  
	

   


  	

   


  	

   


  
	

   


  	

  HELLER

  FINANCIAL, INC., as a Lender


  
	

   


  	

   


  
	

   


  	

  By: 


  	

   


  
	

   


  	

   


  	

  Name:


  
	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  
	

   


  	

  SENIOR DEBT

  PORTFOLIO, as a Lender


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  illegible


  
	

   


  	

   


  	

  Name:

  Boston Management and Research


  
	

   


  	

   


  	

  Title: As

  Investment Advisor


  
	

   


  	

   


  	

   


  
	

   


  	

  EATON VANCE

  SENIOR INCOME TRUST, as a Lender


  
	

   


  	

  By:


  	

  /s/

  illegible


  
	

   


  	

   


  	

  Name: Eaton

  Vance Management


  
	

   


  	

   


  	

  Title: As

  Investment Advisor


  
	

   


  	

  OXFORD

  STRATEGIC INCOME FUND, as a Lender


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  illegible


  
	

   


  	

   


  	

  Name: Eaton

  Vance Management


  
	

   


  	

   


  	

  Title: As

  Investment Advisor


  
	

   


  	

   


  	

   


  
	

   


  	

  EATON VANCE

  INSTITUTIONAL SENIOR LOAN FUND, as a Lender


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  illegible


  
	

   


  	

   


  	

  Name: Eaton

  Vance Management


  
	

   


  	

   


  	

  Title: As

  Investment Advisor


  
	

   


  	

   


  	

   


  
	

   


  	

  STANFIELD

  CLO, LTD., as a Lender,


  
	

   


  	

  By:


  	

  Stanfield

  Capital Partners LLC as its Collateral Manager


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  Christopher A. Bondy


  
	

   


  	

   


  	

  Name:

  Christopher A. Bondy


  
	

   


  	

   


  	

  Title:

  Partner


  
	

   


  	

   


  	

   


  
	

   


  	

  EATON VANCE

  CDO III, LTD., as a Lender


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  illegible


  
	

   


  	

   


  	

  Name: Eaton

  Vance Management


  
	

   


  	

   


  	

  Title: As

  Investment Advisor


  
	

   


  	

   


  	

   


  
	

   


  	

  WAYLAND

  INVESTMENT FUND II, LLC, as a Lender


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  Christopher Pears


  
	

   


  	

   


  	

  Name:

  Christopher Pears


  
	

   


  	

   


  	

  Title:

  Assistant Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

  WAYLAND

  INVESTMENT FUND, LLC, as a Lender


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  Christopher Pears


  
	

   


  	

   


  	

  Name:

  Christopher Pears


  
	

   


  	

   


  	

  Title:

  Assistant Vice President