Prepared by MERRILL CORPORATION









EXECUTION

COPY




 




GRANITE

BROADCASTING CORPORATION




 




FIRST

AMENDMENT




TO

CREDIT AGREEMENT




 




                This First

Amendment to Credit Agreement (this “Amendment”) is dated as of October 5,

2001, and entered into by and among Granite Broadcasting Corporation, a

Delaware corporation (the “Borrower”), the financial institutions

listed on the signature pages hereof (the “Lenders”), Goldman Sachs Credit Partners

L.P. (“GSCP”),

as agent for the Lenders (in such capacity, the “Administrative Agent”), as

sole lead arranger and book runner (in such capacity, the “Arranger”) and as Tranche B

Collateral Agent and Foothill Capital Corporation, (“Foothill Capital”), as

Tranche A Collateral Agent, and is made with reference to that certain Credit

Agreement dated as of June 10, 1998 and amended and restated as of March 6,

2001, (the “Credit

Agreement”), by and among the Borrower, the Lenders, GSCP and

Foothill Capital.  Capitalized terms

used herein without definition shall have the same meanings herein as set forth

in the Credit Agreement.




 




RECITALS




 




                WHEREAS, the Borrower and the Lenders

desire to amend the Credit Agreement to make certain amendments as set forth

below;




 




                NOW, THEREFORE, in consideration of the

mutual covenants and for other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, GSCP, Foothill Capital, the

Lenders and the Borrower have agreed as follows:




 




                Section 1.              AMENDMENTS

TO THE CREDIT AGREEMENT




 




                1.1          Amendments

to Article I:  Definitions,

Interpretation and Accounting Terms.




 




                A.            Section 1.1

of the Credit Agreement is hereby amended by adding the following definition in

the appropriate alphabetical order:




 




                “’First

Amendment Effective Date’ means the date upon which the necessary

conditions precedent listed in Section 2 of the First Amendment to Credit

Agreement dated as of October 5, 2001 are satisfied.”




 




                1.2          Amendments

to Article V:  Financial Covenants.




 




                A.            Section 5.1

of the Credit Agreement is hereby amended to read in its entirety as follows:




 




                “Minimum Net

Revenues.  The Borrower

shall not permit Net Revenues for Tranche A Loan Parties and Tranche B Loan

Parties for the nine-month period ending

September 30, 2001 and for the twelve-month periods ending December 31,

2001 and March 31, 2002 to be less than the corresponding amount set forth

below with respect to such Loan Parties for such periods.  In addition, the Borrower shall not permit

Net Revenues for the Borrower and its Subsidiaries for any twelve-month period

thereafter, ending on any date set forth below, to be less than the

corresponding amount set forth below for such period. 











 




	

  Period Ending


  	

   


  	

  Time Measured


  (trailing months)


  	

   


  	

  Tranche A


  Loan Parties


  	

   


  	

  Tranche B


  Loan Parties


  	

   


  	

  Consolidated


  	

   


  
	

  09/30/01


  	

   


  	

  9 Months


  	

   


  	

  $


  	

  58,400,000


  	

   


  	

  $


  	

  19,000,000


  	

   


  	

  NA


  	

   


  
	

  12/31/01


  	

   


  	

  12 Months


  	

   


  	

  $


  	

  80,700,000


  	

   


  	

  $


  	

  23,400,000


  	

   


  	

  NA


  	

   


  
	

  03/31/02


  	

   


  	

  12 Months


  	

   


  	

  $


  	

  78,200,000


  	

   


  	

  $


  	

  35,800,000


  	

   


  	

  NA


  	

   


  
	

  06/30/02


  	

   


  	

  12 Months


  	

   


  	

  NA


  	

   


  	

  NA


  	

   


  	

  $


  	

  124,300,000


  	

   


  
	

  09/30/02


  	

   


  	

  12 Months


  	

   


  	

  NA


  	

   


  	

  NA


  	

   


  	

  $


  	

  142,300,000


  	

   


  
	

  12/31/02


  	

   


  	

  12 Months


  	

   


  	

  NA


  	

   


  	

  NA


  	

   


  	

  $


  	

  161,800,000


  	

   


  
	

  03/31/03


  	

   


  	

  12 Months


  	

   


  	

  NA


  	

   


  	

  NA


  	

   


  	

  $


  	

  160,000,000


  	

   


  
	

  06/30/03


  	

   


  	

  12 Months


  	

   


  	

  NA


  	

   


  	

  NA


  	

   


  	

  $


  	

  164,200,000


  	

   


  
	

  09/30/03


  	

   


  	

  12 Months


  	

   


  	

  NA


  	

   


  	

  NA


  	

   


  	

  $


  	

  166,900,000


  	

  ”


  





 




                B.            Section 5.2 of the Credit Agreement is

hereby amended to read in its entirety as follows:




 




                “Minimum

Adjusted Broadcast Cash Flow.Error! Bookmark not defined.  The Borrower shall not permit Adjusted

Broadcast Cash Flow for Tranche A Loan Parties and Tranche B Loan Parties for

the nine-month period ending

September 30, 2001 and the twelve-month periods ending December 31, 2001 and

March 31, 2002 to be less than the corresponding amount set forth below with

respect to such Loan Parties for such periods. 

In addition, the Borrower shall not permit Adjusted Broadcast Cash Flow

for the Borrower and its Subsidiaries for any twelve-month period thereafter,

ending on any date set forth below, to be less than the corresponding amount

set forth below for such period.




 




	

  Period Ending


  	

   


  	

  Time Measured


  (trailing months)


  	

   


  	

  Tranche A


  Loan Parties


  	

   


  	

  Tranche B


  Loan Parties


  	

   


  	

  Consolidated


  	

   


  
	

  09/30/01


  	

   


  	

  9 Months


  	

   


  	

  $


  	

  15,600,000


  	

   


  	

  $


  	

  -13,100,000


  	

   


  	

  NA


  	

   


  
	

  12/31/01


  	

   


  	

  12 Months


  	

   


  	

  $


  	

  20,400,000


  	

   


  	

  $


  	

  -22,300,000


  	

   


  	

  NA


  	

   


  
	

  03/31/02


  	

   


  	

  12 Months


  	

   


  	

  $


  	

  19,800,000


  	

   


  	

  $


  	

  -11,600,000


  	

   


  	

  NA


  	

   


  
	

  06/30/02


  	

   


  	

  12 Months


  	

   


  	

  NA


  	

   


  	

  NA


  	

   


  	

  $


  	

  23,600,000


  	

   


  
	

  09/30/02


  	

   


  	

  12 Months


  	

   


  	

  NA


  	

   


  	

  NA


  	

   


  	

  $


  	

  45,100,000


  	

   


  
	

  12/31/02


  	

   


  	

  12 Months


  	

   


  	

  NA


  	

   


  	

  NA


  	

   


  	

  $


  	

  76,000,000


  	

   


  
	

  03/31/03


  	

   


  	

  12 Months


  	

   


  	

  NA


  	

   


  	

  NA


  	

   


  	

  $


  	

  79,100,000


  	

   


  
	

  06/30/03


  	

   


  	

  12 Months


  	

   


  	

  NA


  	

   


  	

  NA


  	

   


  	

  $


  	

  82,700,000


  	

   


  
	

  09/30/03


  	

   


  	

  12 Months


  	

   


  	

  NA


  	

   


  	

  NA


  	

   


  	

  $


  	

  82,000,000


  	

  ”


  





 











 




                C.            Section 5.3

of the Credit Agreement is hereby amended to read in its entirety as follows:




 




                “Minimum EBITDA. The Borrower shall not permit EBITDA

for the Borrower and its Subsidiaries for the nine-month period ending September 30, 2001 to be less than

the amount set forth below for such period and shall not permit EBITDA for the

Borrower and its Subsidiaries for any twelve-month period thereafter, ending on

any date set forth below, to be less than the corresponding amount set forth

below for such period.




 








	

  Period


  	

   


  	

  Time Measured


  (trailing months)


  	

   


  	

  Consolidated


  	

   


  
	

  09/30/01


  	

   


  	

  9 Months


  	

   


  	

  $


  	

  -6,800,000


  	

   


  
	

  12/31/01


  	

   


  	

  12 Months


  	

   


  	

  $


  	

  -14,600,000


  	

   


  
	

  03/31/02


  	

   


  	

  12 Months


  	

   


  	

  $


  	

  -5,200,000


  	

   


  
	

  06/30/02


  	

   


  	

  12 Months


  	

   


  	

  $


  	

  9,700,000


  	

   


  
	

  09/30/02


  	

   


  	

  12 Months


  	

   


  	

  $


  	

  31,300,000


  	

   


  
	

  12/31/02


  	

   


  	

  12 Months


  	

   


  	

  $


  	

  62,100,000


  	

   


  
	

  03/31/03


  	

   


  	

  12 Months


  	

   


  	

  $


  	

  65,100,000


  	

   


  
	

  06/30/03


  	

   


  	

  12 Months


  	

   


  	

  $


  	

  68,600,000


  	

   


  
	

  09/30/03


  	

   


  	

  12 Months


  	

   


  	

  $


  	

  67,700,000


  	

  ”


  










 




                D.            Section 5.4 of the Credit Agreement is

hereby amended to read in its entirety as follows:




 




                “Minimum Fixed

Charge Coverage Ratio. 

The Borrower shall not permit the Fixed Charge Coverage Ratio, as of the

last day of each Fiscal Quarter occurring during any of the periods set forth below, to fall below the corresponding ratio

indicated below (to be determined with reference to the twelve-month

period ending on such last day of each such period set forth below).




 








	

  Period


  	

   


  	

  Time Measured


  (trailing months)


  	

   


  	

  Consolidated


  	

   


  
	

  12/31/01


  	

   


  	

  12 Months


  	

   


  	

  NA


  	

   


  
	

  03/31/02


  	

   


  	

  12 Months


  	

   


  	

  NA


  	

   


  
	

  06/30/02


  	

   


  	

  12 Months


  	

   


  	

  NA


  	

   


  
	

  09/30/02


  	

   


  	

  12 Months


  	

   


  	

  0.32 to 1


  	

   


  
	

  12/31/02


  	

   


  	

  12 Months


  	

   


  	

  1.19 to 1


  	

   


  
	

  03/31/03


  	

   


  	

  12 Months


  	

   


  	

  0.22 to 1


  	

   


  
	

  06/30/03


  	

   


  	

  12 Months


  	

   


  	

  0.41 to 1


  	

   


  
	

  09/30/03


  	

   


  	

  12 Months


  	

   


  	

  0.50 to 1”


  	

   


  













 




                E.             Section 5.5 of the Credit Agreement is

hereby amended to read in its entirety as follows:




 




                “Maximum

Leverage Ratio.  The

Borrower shall not permit the Leverage Ratio, as of the last day of each Fiscal

Quarter occurring during any of the periods set forth below, to exceed the

corresponding ratio indicated below (to be

determined with reference to the twelve-month period ending on such last

day of each such period set forth below). 






 








	

  Period


  	

   


  	

  Time Measured


  (trailing months)


  	

   


  	

  Consolidated


  	

   


  
	

  09/30/01


  	

   


  	

  9 Months


  	

   


  	

  NA


  	

   


  
	

  12/31/01


  	

   


  	

  12 Months


  	

   


  	

  NA


  	

   


  
	

  03/31/02


  	

   


  	

  12 Months


  	

   


  	

  NA


  	

   


  
	

  06/30/02


  	

   


  	

  12 Months


  	

   


  	

  9.79 to 1


  	

   


  
	

  09/30/02


  	

   


  	

  12 Months


  	

   


  	

  3.04 to 1


  	

   


  
	

  12/31/02


  	

   


  	

  12 Months


  	

   


  	

  1.53 to 1


  	

   


  
	

  03/31/03


  	

   


  	

  12 Months


  	

   


  	

  1.46 to 1


  	

   


  
	

  06/30/03


  	

   


  	

  12 Months


  	

   


  	

  1.38 to 1


  	

   


  
	

  09/30/03


  	

   


  	

  12 Months


  	

   


  	

  1.40 to 1”


  	

   


  










 




                F.             Section 5.7

of the Credit Agreement is hereby amended to read in its entirety as follows:




 




                “Maximum Capital Expenditures.  The Borrower shall not permit Capital

Expenditures during any of the periods set forth below to be greater than the

corresponding amount set forth below for such period; provided, however, to the

extent such Capital Expenditures allowed in any one Fiscal Quarter are not

used, the unused amount may be carried over up to a maximum of three Fiscal

Quarters only:




 








	

  Period


  	

   


  	

  Time

  Measured


  	

   


  	

  Consolidated


  	

   


  
	

  09/30/01


  	

   


  	

  3 Months


  	

   


  	

  $


  	

  1,400,000


  	

   


  
	

  12/31/01


  	

   


  	

  3 Months


  	

   


  	

  $


  	

  2,100,000


  	

   


  
	

  03/31/02


  	

   


  	

  3 Months


  	

   


  	

  $


  	

  2,000,000


  	

   


  
	

  06/30/02


  	

   


  	

  3 Months


  	

   


  	

  $


  	

  5,200,000


  	

   


  
	

  09/30/02


  	

   


  	

  3 Months


  	

   


  	

  $


  	

  4,600,000


  	

   


  
	

  12/31/02


  	

   


  	

  3 Months


  	

   


  	

  $


  	

  3,600,000


  	

   


  
	

  03/31/03


  	

   


  	

  3 Months


  	

   


  	

  $


  	

  2,700,000


  	

   


  
	

  06/30/03


  	

   


  	

  3 Months


  	

   


  	

  $


  	

  2,700,000


  	

   


  
	

  09/30/03


  	

   


  	

  3 Months


  	

   


  	

  $


  	

  2,700,000


  	

  ”


  

















 




                1.3          Amendments

to Article VII:  Affirmative Covenants.




 




                Section 7.13

of the Credit Agreement is hereby amended to read in its entirety as follows:




 




                “Tranche A Asset Sale Event.  On the First Amendment Effective Date, a “Tranche A

Asset Sale Event” will be deemed to have occurred and the Borrower:




 




                (a)           shall immediately identify and engage

in the sale of station assets (the “Targeted Assets”) (other than the assets

which constitute Tranche B Collateral), which sale shall (x) be for not less

than Fair Market Value and (y) result in the Borrower’s Leverage Ratio, on pro

forma basis after giving effect to such transaction, being at least 0.1 less

than it was immediately prior to such sale (“Targeted Asset Sale”);




 




                (b)           shall consummate the Targeted Asset

Sale in accordance with the terms and procedures set forth in that certain side

letter dated as of the date hereof among the parties hereto; and




 




                (c)           immediately upon receipt of the Net

Cash Proceeds from the Targeted Asset Sale, shall:




 




                (i)            subject to clause (ii) below, prepay

the Loans and related Obligations to the Administrative Agent, which prepayment

shall be applied in accordance with Section 2.11 of the Credit Agreement; and




 




                (ii)           to the extent permitted pursuant to

the Existing Subordinated Note Documents, retain for general corporate purposes

an amount not to exceed $5,000,000.




 




                Section 2.              CONDITIONS

TO EFFECTIVENESS




 




                This Amendment

shall become effective only upon the satisfaction of all the following

conditions precedent (the date of satisfaction of such conditions being

referred to herein as the “First Amendment Effective Date”):




 




                A.            On

or before the First Amendment Effective Date, the Borrower shall deliver to the

Lenders (or to the Administrative Agent for the Lenders with sufficient

originally executed copies, where appropriate, for each Lender and its counsel)

the following, each unless noted, dated the First Amendment Effective Date:




 




                1.             A certificate of its officer

attaching a copy of all amendments to its Certificate of Incorporation or

Bylaws since March 6, 2001;




 




                2.             Resolutions of its Board of

Directors approving and authorizing the execution, delivery and performance of

the Amendment, certified as the First Amendment Effective Date by its corporate

secretary or an assistant secretary as being in full force and effect without

modification or amendment; and











 




                3.             Signature and incumbency

certificates of its officer executing this Amendment.




 




                B.            On

or before the First Amendment Effective Date, the Administrative Agent shall

have received executed counterparts hereof from the Borrower and the Requisite

Lenders.




 




                C.            On

or before the First Amendment Effective Date, the Borrower shall deliver to the

Administrative Agent, for pro rata distribution to each of the Lenders

executing and delivering this Amendment within five Business Days after the

date of this Amendment, a fee in the amount of $512,500.




 




                Section 3.              BORROWER’S

REPRESENTATIONS AND WARRANTIES




 




                In order to induce

the Lenders to enter into this Amendment and to amend the Credit Agreement in

the manner provided herein, the Borrower represents and warrants to each Lender

that the following statements are true, correct and complete:




 




                A.            Authorization, Validity, and

Enforceability of this Amendment.  The

Borrower has the corporate power and authority to execute and deliver this

Amendment and to perform the Credit Agreement as amended by this Amendment (the

“Amended

Agreement”).  The Borrower

has taken all necessary corporate action (including, without limitation,

obtaining approval of its stockholders if necessary) to authorize its execution

and delivery of this Amendment and the performance of the Amended Agreement.  This Amendment has been duly executed and

delivered by the Borrower, and this Amendment and the Amended Agreement

constitute the legal, valid and binding obligations of the Borrower,

enforceable against it in accordance with their respective terms, except as

enforceability may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium, or similar laws affecting the enforcement of

creditors’ rights generally and by general equitable principles (whether

enforcement is sought by proceedings in equity or at law).  The Borrower’s execution and delivery of

this Amendment and the performance by the Borrower of the Amended Agreement do

not and will not conflict with, or constitute a violation or breach of, or

constitute a default under, or result in the creation or imposition of any Lien

upon the property of the Borrower or any of its Subsidiaries by reason of the

terms of (a) any contract, mortgage, Lien, lease, agreement, indenture, or

instrument to which the Borrower is a party or which is binding upon it, (b) any

Requirement of Law applicable to the Borrower or any of its Subsidiaries, or

(c) the certificate or articles of incorporation or bylaws of the Borrower

or any of its Subsidiaries.




 




                B.            Governmental Authorization.  No approval, consent, exemption,

authorization, or other action by, or notice to, or filing with, any

Governmental Authority or other person is necessary or required in connection

with the execution and delivery of this Amendment or performance by, or

enforcement against, the Borrower or any of its Subsidiaries of the Amended

Agreement.




 




                C.            Incorporation of Representations and

Warranties From Credit Agreement.  The representations and warranties contained

in Article IV of the Credit Agreement are and will be true, correct and

complete 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, correct and complete in all material

respects on and as of such earlier date.











 




                D.            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 a Default or an Event of Default.




 




                Section 4.              MISCELLANEOUS




 




                A.            Reference

to and Effect on the Credit Agreement and the Other Loan Documents.




 




                                (i)            On and after the First Amendment

Effective Date, each reference in the Credit Agreement to “this Agreement”,

“hereunder”, “hereof”, “herein” or words of like import referring to the Credit

Agreement, and each reference in the other Loan 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 Amended Agreement.




 




                                (ii)           Except as specifically amended by

this Amendment, the Credit Agreement and the other Loan 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, except as expressly provided herein,

constitute a waiver of any provision of, or operate as a waiver of any right,

power or remedy of the Administrative Agent or any Lender under, the Credit

Agreement or any of the other Loan Documents.




 




                B.            Captions.  The captions contained in this Amendment are

for convenience of reference only, are without substantive meaning and should

not be construed to modify, enlarge or restrict any provision.




 




                C.            Governing Law.  THIS AMENDMENT SHALL BE INTERPRETED AND THE

RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE

INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAWS PROVISIONS PROVIDED THAT

PERFECTION ISSUES WITH RESPECT TO ARTICLE 9 OF THE UCC MAY GIVE EFFECT TO

APPLICABLE CHOICE OR CONFLICT OF LAW RULES SET FORTH IN ARTICLE 9 OF THE UCC)

OF THE STATE OF NEW YORK; PROVIDED THAT THE ADMINISTRATIVE AGENT AND THE

LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.




 




                D.            Counterparts.  This Amendment may be executed in any number

of counterparts, and by the Administrative Agent, each Lender and the Borrower

in separate counterparts, each of which shall be an original, but all of which

shall together constitute one and the same amendment; 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.











 




                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.




 




	

   


  	

  Granite Broadcasting

  Corporation, as

  the Borrower


  
	

   


  	

   


  
	

   


  	

  By:


  	

    /s/ Ellen McClain


  
	

   


  	

  Name:


  	

  Ellen McClain


  
	

   


  	

  Title:


  	

  Chief Financial Officer


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  Goldman Sachs Credit

  Partners L.P.,


  Individually as the Administrative Agent, the Arranger and

  the Tranche B Collateral Agent


  
	

   


  	

   


  
	

   


  	

  By:


  	

    /s/ Bruce H. Mendelsohn


  
	

   


  	

  Name:


  	

  Bruce H. Mendelsohn


  
	

   


  	

  Title:


  	

  Authorized Signatory


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  Foothill Capital

  Corporation, as

  the Tranche A Collateral Agent


  
	

   


  	

   


  
	

   


  	

  By:


  	

    /s/ Todd A. Davock


  
	

   


  	

  Name:


  	

  Todd A. Davock


  
	

   


  	

  Title:


  	

  Vice President


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  Subsidiary

  Guarantors


  
	

   


  	

   


  
	

   


  	

  Channel 11 License, Inc.


  
	

   


  	

  Granite Response Television, Inc.


  
	

   


  	

  KBJR License, Inc.


  
	

   


  	

  KNTV Television, Inc.


  
	

   


  	

  KNTV License, Inc.


  
	

   


  	

  KBWB-TV License, Inc.


  
	

   


  	

  KSEE License, Inc.


  
	

   


  	

  KBWB, Inc.


  
	

   


  	

  Queen City Broadcasting of New

  York, Inc.


  
	

   


  	

  KBJR, Inc.


  
	

   


  	

  KSEE Television, Inc.


  
	

   


  	

  WEEK-TV License, Inc.


  
	

   


  	

  WKBW-TV License, Inc.


  
	

   


  	

  WPTA-TV, Inc.


  
	

   


  	

  WPTA-TV License, Inc.


  
	

   


  	

  WTVH License, Inc.


  
	

   


  	

  WXON, Inc.


  
	

   


  	

  WXON License, Inc.


  
	

   


  	

   


  
	

   


  	

  By:


  	

    /s/ Lawrence I. Wills


  
	

   


  	

  Name:


  	

  Lawrence I. Wills


  
	

   


  	

  Title:


  	

  Vice President


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  WTVH, LLC


  
	

   


  	

   


  
	

   


  	

  By:


  	

  Granite Broadcasting Corporation,


  the Sole Member of WTVH, LLC


  
	

   


  	

   


  
	

   


  	

  By:


  	

    /s/ Lawrence I. Wills


  
	

   


  	

  Name:


  	

  Lawrence I. Wills


  
	

   


  	

  Title:


  	

  Senior Vice President


  
				












 




	

   


  	

  Ableco

  Finance LLC


  
	

   


  	

   


  	

   


  
	

   


  	

  By: /s/


  	

  Mark Neporent


  
	

   


  	

  Name:


  	

  Mark Neporent


  
	

   


  	

  Title:


  	

  SVP


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  J.H.

  Whitney Market Value Fund, L.P.


  
	

   


  	

   


  	

   


  
	

   


  	

  By: /s/  


  	

  Kevin J. Curley


  
	

   


  	

  Name:  


  	

  Kevin J. Curley


  
	

   


  	

  Title:


  	

  Authorized Signatory


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  OZF

  Credit Opportunities Master Fund II, Ltd.


  
	

   


  	

   


  	

   


  
	

   


  	

  By: /s/  


  	

  Joel M. Frank


  
	

   


  	

  Name:  


  	

  Joel M. Frank


  
	

   


  	

  Title:


  	

  Authorized Signor


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Black

  Diamond International Funding, Ltd.


  
	

   


  	

   


  	

   


  
	

   


  	

  By: /s/  


  	

  Alan Corkish


  
	

   


  	

  Name:  


  	

  Alan Corkish


  
	

   


  	

  Title:


  	

  Director


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  CSAM

  Funding I


  
	

   


  	

   


  	

   


  
	

   


  	

  By: /s/  


  	

  Andrew H. Marshall


  
	

   


  	

  Name:  


  	

  Andrew H. Marshall


  
	

   


  	

  Title:


  	

  Authorized Signatory


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  KZH

  Cypress Tree-1 LLC


  
	

   


  	

   


  	

   


  
	

   


  	

  By: /s/  


  	

  Susan Lee


  
	

   


  	

  Name:  


  	

  Susan Lee


  
	

   


  	

  Title:


  	

  Authorized Agent


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  KZH

  Sterling LLC


  
	

   


  	

   


  	

   


  
	

   


  	

  By: /s/  


  	

  Susan Lee


  
	

   


  	

  Name:  


  	

  Susan Lee


  
	

   


  	

  Title:


  	

  Authorized Agent


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Natexis

  Banques Populaires


  
	

   


  	

  (F/K/A

  Nataxis Banque)


  
	

   


  	

   


  	

   


  
	

   


  	

  By: /s/  


  	

  Evan S. Kraus


  
	

   


  	

  Name:  


  	

  Evan S. Kraus


  
	

   


  	

  Title:


  	

  Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

  By: /s/  


  	

  Cynthia E. Sachs


  
	

   


  	

  Name:  


  	

  Cynthia E. Sachs


  
	

   


  	

  Title:


  	

  VP, Group Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Northwoods

  Capital II, Limited


  
	

   


  	

   


  	

   


  
	

   


  	

  By:  Angelo, Gordon & Co., L.P., as

  Collateral Manager


  
	

   


  	

   


  	

   


  
	

   


  	

  By: /s/  


  	

  John W. Fraser


  
	

   


  	

  Name:  


  	

  John W. Fraser


  
	

   


  	

  Title:


  	

  Managing Director


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Northwoods

  Capital III, Limited


  
	

   


  	

   


  	

   


  
	

   


  	

  By:  Angelo, Gordon & Co., L.P., as

  Collateral Manager


  
	

   


  	

   


  	

   


  
	

   


  	

  By: /s/  


  	

  John W. Fraser


  
	

   


  	

  Name:  


  	

  John W. Fraser


  
	

   


  	

  Title:


  	

  Managing Director


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Northwoods

  Capital, Limited


  
	

   


  	

   


  	

   


  
	

   


  	

  By:  Angelo, Gordon & Co., L.P., as

  Collateral Manager


  
	

   


  	

   


  	

   


  
	

   


  	

  By: /s/  


  	

  John W. Fraser


  
	

   


  	

  Name:  


  	

  John W. Fraser


  
	

   


  	

  Title:


  	

  Managing Director


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  OZ

  Master Fund, Ltd.


  
	

   


  	

   


  	

   


  
	

   


  	

  By: /s/  


  	

  Joel M. Frank


  
	

   


  	

  Name:  


  	

  Joel M. Frank


  
	

   


  	

  Title:


  	

  Authorized Signor


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  OZF

  Credit Opportunities Master Fund, Ltd.


  
	

   


  	

   


  	

   


  
	

   


  	

  By: /s/  


  	

  Joel M. Frank


  
	

   


  	

  Name:  


  	

  Joel M. Frank


  
	

   


  	

  Title:


  	

  Authorized Signor


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  RCPG

  Capital, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

  By: /s/  


  	

  Robert J. O’Shea


  
	

   


  	

  Name:  


  	

  Robert J. O’Shea


  
	

   


  	

  Title:


  	

  Member


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  SSF

  Investment, L.P.


  
	

   


  	

   


  	

   


  
	

   


  	

  By: /s/  


  	

  John Phelan


  
	

   


  	

  Name:  


  	

  John Phelan


  
	

   


  	

  Title:


  	

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  AG

  Capital Funding Partners, L.P.


  
	

   


  	

   


  	

   


  
	

   


  	

  By:  Angelo, Gordon & Co., L.P., as

  Investment Advisor


  
	

   


  	

   


  	

   


  
	

   


  	

  By: /s/  


  	

  John W. Fraser


  
	

   


  	

  Name:  


  	

  John W. Fraser


  
	

   


  	

  Title:


  	

  Managing Director


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Berkeley

  Street CDO (Cayman) Ltd.


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Canpartners

  Investments IV, LLC, a California Limited Liability Company


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title: