Exhibit 4.9


 


FIFTH
AMENDMENT TO CREDIT AGREEMENT


 


FIFTH
AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”), dated as of
December 2, 2002, by and among BUHRMANN N.V., a public limited liability
company (naamloze vennootschap)
organized under the laws of The Netherlands, with official seat in Maastricht,
The Netherlands (the “Parent”), Buhrmann US Inc., a Delaware corporation
(the “Borrower”), the various Lenders party to the Credit Agreement
referred to below, DEUTSCHE BANK SECURITIES INC., as lead arranger and sole
book manager (in such capacities, the “Lead Arranger”), BNP PARIBAS
(f/k/a Paribas), as syndication agent (in such capacity, the “Syndication
Agent”), ABN AMRO BANK N.V., as documentation agent (in such capacity, the
“Documentation Agent”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a
Bankers Trust Company), as administrative agent (in such capacity, the “Administrative
Agent” and, together with the Lead Arranger, the Syndication Agent and the
Documentation Agent, collectively, the “Agents”). All capitalized terms
used herein and not otherwise defined shall have the respective meanings
provided such terms in the Credit Agreement referred to below.


 


W I
T N E S S E T H:


 


WHEREAS,
the Parent, the Borrower, the Lenders and the Agents are parties to a Credit
Agreement, dated as of October 26, 1999 (as amended, modified or supplemented
to, but not including, the date hereof, the “Existing Credit Agreement”
and, as amended, modified or supplemented from time to time, including on the
date hereof, the “Credit Agreement”);


 


WHEREAS, the parties hereto wish to amend, modify and
supplement the Existing Credit Agreement as herein provided;


 


NOW,
THEREFORE, it is agreed:


 


I.                                         Amendments to the
Credit Agreement


 


1.                                       On and after the Fifth Amendment Effective Date, Section 4.02(d) of
the Credit Agreement shall be amended by deleting the amount “$50,000,000”
appearing in the first proviso appearing in said Section and inserting the
following text in lieu thereof “ (i) $15,000,000 or (ii) if the Consolidated Leverage
Ratio is less than or equal to 3.75:1.00 on the date of the respective Asset
Sale (before giving effect to any application of the proceeds thereof),
$50,000,000, it being understood and agreed that if this clause (ii) is
applicable on the date of any Asset Sale but subsequently ceases to apply, at
any time when this clause (ii) is not applicable the Net Sale Proceeds of Asset
Sales previously made when this clause (ii) was applicable shall be permitted
to be utilized as provided in this proviso (giving effect to this clause (ii)),
but shall also be taken into account in determing whether additional Net Cash
Proceeds of Asset Sales may be retained pursuant to clause (i) of this proviso
(without the benefit of this clause (ii)), at times when clause (ii) is
inapplicable”.


 

















 


2.                                       On and after the
Fifth Amendment Effective Date, Section 4.02(e) of the Credit Agreement shall
be amended by inserting the following sentence at the end of said Section:


 


“Notwithstanding
anything to the contrary in this Section 4.02(e), if at the time of any
incurrence of Indebtedness for borrowed money pursuant to Section 9.04(iii), or
after giving effect thereto, the Consolidated Leverage Ratio is (or would be)
greater than 3.75:1.00, the Parent and its Subsidiaries shall apply all cash
proceeds (if any) received from such incurrence of Indebtedness for borrowed
money pursuant to Section 9.04(iii) (other than unsecured Indebtedness of
Subsidiaries of the Parent (which are not Subsidiaries of the Borrower) in an
aggregate principal not to exceed $75,000,000, 
provided that such Indebtedness (i) is incurred by a Subsidiary
of the Parent from local banks to the fund ongoing operations of such
Subsidiary and (ii) does not have a final maturity date later than one-year
from the date of the incurrence thereof), as provided in the immediately
preceding sentence, but for this purpose as if the phrase “(other than
Indebtedness permitted to be incurred pursuant to Section 9.04 as in effect on
the Effective Date)” appearing therein were deleted.”


 


3.                                       On and after the
Fifth Amendment Effective Date, Section 4.02(f) of the Credit Agreement shall
be amended by (i) deleting the word “and” appearing at the end of clause (i) of
the proviso appearing in the first sentence of said Section and inserting a
comma in lieu thereof and (ii) inserting the text “the Consolidated Leverage
Ratio is less than 3.75:1.00 at the time of receipt by the Parent and its
Subsidiaries, as the case may be, of the respective Permitted Receivables
Transaction Proceeds (before giving effect to any application thereof) and
(iii)” immediately following the reference “(ii)” appearing in said Section.


 


4.                                       On and after the
Fifth Amendment Effective Date, Section 6C of the Credit Agreement shall be
amended by inserting the following new Section 6C.03:


 


“6C.03 Limitation on Cash on Hand. The
obligation of each Lender with a Revolving Loan Commitment to make Revolving
Loans, and the obligation of the Swingline Lender to make Swingline Loans,
shall be subject to the satisfaction of the condition that at the time of each
such making of a Revolving Loan or Swingline Loan and immediately after giving
effect thereto the Parent and its Subsidiaries shall not hold cash and Cash
Equivalents in an aggregate amount (after giving effect to the incurrence of
such Credit Event and the application of proceeds therefrom and any other cash
or Cash Equivalents on hand (to the extent such proceeds and/or other cash or
Cash Equivalents are actually utilized by the Parent and/or any other
Subsidiary of the Parent on the respective date of incurrence of the respective
Credit Event for a permitted purpose other than an investment in Cash
Equivalents)) in excess of $125,000,000.”


 


5.                                       On and after the
Fifth Amendment Effective Date, Section 8.01(a) of the Credit Agreement shall
be amended by (i) inserting the text “(i) a statement of the Consolidated
Indebtedness as of the end of such fiscal month and (ii) “ immediately
preceding the text “preliminary flash consolidated income statement” appearing
in said Section, (ii) inserting the text “and for the elapsed portion of
the fiscal year ended with the last day of such fiscal month” immediately
following the text “respective fiscal month” appearing in said Section, (iii)
inserting


 


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the text “and
the comparable figures for such fiscal month as set forth in the respective
Projections delivered pursuant to Section 8.01(e)” immediately following the
text “previous fiscal year” appearing in said Section.


 


6.                                       On and after the
Fifth Amendment Effective Date, Section 8.09(a) of the Credit Agreement shall
be amended by inserting the following new text immediately at the end thereof:


 


“Notwithstanding
anything to the contrary contained above in this Section 8.09(a), (i) the Equity
Interests of one or more Wholly-Owned Domestic Subsidiaries of the Parent which
are Qualified Subsidiary Guarantors may be owned by Buhrmann International B.V.
or another Wholly-Owned Domestic Subsidiary of the Parent which is a Qualified
Subsidiary Guarantor and a direct or indirect holding company of the Borrower,
so long as such Qualified Subsidiary Guarantors’ only assets are (x) Equity
Interests in the Borrower of another Wholly-Owned Domestic Subsidiary of the
Parent which is a direct or indirect holding company of the Borrower, (y) cash
and Cash Equivalents and (z) amounts owed to such Qualified Subsidiary
Guarantor pursuant to Intercompany Loans permitted by Sections 9.04(v) and (vi)
and (ii) with the prior written consent of the Administrative Agent (which may
be granted or withheld by the Administrative Agent in its sole discretion),
100% of the Equity Interests of Burhmann Silver US LLC may be transferred to
(and thereafter at all times shall be owned by) Burhmann International B.V., in
each case, so long as Burhmann International B.V. is (and remains) a Guarantor
and immediately pledges all of the Equity Interests in such Qualified
Subsidiary Guarantor or Burhmann Silver US LLC, as the case may be, to the
Collateral Agent for the benefit of the Secured Creditors pursuant to a Pledge
Agreement in form and substance satisfactory to the Collateral Agent and so
long as Burhmann International B.V. takes all action in connection therewith as
may be reasonably requested by the Collateral Agent (including the delivery of
local counsel opinions and taking any other actions which may be deemed
necessary or desirable to perfect the security interest described in this
sentence).”


 


7.                                       On and after the Fifth Amendment Effective Date, Section 8.09(b) of
the Credit Agreement shall be amended by inserting the following sentence at
the end of said Section:


 


“Notwithstanding
anything to the contrary contained in this Section 8.09(b) or any Pledge
Agreement, with the prior consent of the Administrative Agent (which may be
granted or withheld by the Administrative Agent in its sole discretion), (x)
Wholly-Owned Foreign Subsidiaries of the Parent shall be permitted to own
Equity Interests in Qualified Obligors organized in a Qualified Juridiction
(other than the United States), so long as (i) such Equity Interests are issued
to such Wholly-Owned Foreign Subsidiary in exchange for assets equal to the
fair market value of such Equity Interests and (ii) the assets contributed to
such Qualified Obligor are promptly pledged to the Collateral Agent for the
benefit of the Secured Creditors pursuant to existing Security Documents or, if
deemed necessary or desirable by the Collateral Agent, new Security Documents
in form and substance satisfactory to the Collateral Agent, (y) Wholly-Owned
Foreign Subsidiaries which are not Qualified Obligors shall be permitted to
issue Equity Interests


 


3

















 


to
other Wholly-Owned Subsidiaries which are not Qualified Obligors, so long as
such Equity Interests are issued to such Wholly-Owned Foreign Subsidiary in
exchange for assets equal to the fair market value of such Equity Interests and
(z) Qualified Obligors organized in Non-US Qualified Jurisdictions shall be
permitted to issue Equity Interests to Qualified Obligors organized in Non-US
Qualified Jurisdictions in exchange for assets equal to the fair market value
of such Equity Interests, so long as (i) the Collateral Agent has a valid and
perfected security interest in the Equity Interest so issued and (ii) the
assets contributed to the respective Qualified Obligor are promptly pledged to
the Collateral Agent for the benefit of the Secured Creditor pursuant to
existing Security Documents or, if deemed necessary or desirable by the
Collateral Agent, new Security Documents in form and substance satisfactory to
the Collateral Agent; provided that the aggregate fair market value of
all assets transferred pursuant to this sentence shall not exceed
$400,000,000.”


 


8.                                       On and after the
Fifth Amendment Effective Date, Section 8.20(a) of the Credit Agreement shall
be amended by inserting the text “(other than (i) of one or more Qualified
Subsidiary Guarantors and (ii) Buhrmann Silver US LLC, in each case,  if same (x) have been transferred to, or are
owned by, (A) Burhmann International B.V. or (B) a Wholly-Owned Domestic
Subsidiary of the Parent which is Qualified Subsidiary Guarantor and a direct
or indirect holding company of the Borrower, in accordance with provisions of
Sections 8.09(a) and (y) continue to be held by Burhmann International B.V., or
such Qualified Subsidiary Guarantor, as the case may be)” immediately preceding
the period at the end of said Section.


 


9.                                       On and after the
Fifth Amendment Effective Date, Section 9.02(xvii) of the Credit Agreement
shall be amended by inserting the text “(other than with respect to one or more
Permitted Acquisitions consummated in any fiscal year of the Parent, where the
aggregate consideration paid in connection therewith (determined in accordance
with clause (z) below) does not exceed $15,000,000)” at the end of clause (y)
appearing in said Section.


 


10.                                 On and after the
Fifth Amendment Effective Date, Section 9.03(viii) of the Credit Agreement
shall be amended by (i) inserting the text “, it being understood and agreed
that the aggregate amount of Dividends paid in respect of the Parent Preference
Shares A in any fiscal year of the Parent pursuant to this clause (A) shall not
exceed €11,200,000, provided that to the extent the aggregate amount of
Dividends paid pursuant to this clause (A) are less than €11,200,000 in any
fiscal year of the Parent (beginning with fiscal year 2002), the difference
between the amount paid in such fiscal year and €11,200,000, may be carried
forward and used to pay Dividends in respect of the Parent Preference Shares A
in succeeding fiscal years” immediately preceding the comma at the end of
clause (A) of said Section, (ii) inserting the reference “(i)” immediately
preceding the text “in the case of each of foregoing” appearing in the third
proviso in said Section and (iii) inserting the following text immediately
preceding the semicolon at the end of said Section “and (ii) in the case of the
foregoing clause (C) (including the provisos thereto), after giving effect to
the respective payment of Dividends, the Consolidated Leverage Ratio shall be
less than or equal to 3.75:1:00”.


 


11.                                 On and after the
Fifth Amendment Effective Date, Section 9.05(ii) of the Credit Agreement shall
be amended by inserting the text immediately preceding the semicolon at the end
of said Section:


 


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“, provided
that at any time Revolving Loans or Swingline Loans are outstanding, the
aggregate amount of cash and Cash Equivalents permitted to be held by Parent
and its Subsidiaries shall not exceed $50,000,000 for any period of five (5)
consecutive Business Days”.


 


12.                                 On and after the
Fifth Amendment Effective Date, Section 9.05(xiv) of the Credit Agreement shall
be amended by (i) deleting the amount “$50,000,000” appearing in said Section
and inserting the amount “$15,000,000” in lieu thereof and (ii) inserting the
following proviso immediately preceding the period at the end of said Section:


 


“, provided
that at any time the Consolidated Leverage Ratio is less than 3.75:1.00, (and
will remain so after the making of each Investment made pursuant to this
proviso), the amount set forth above in this clause (xiv) shall instead be
deemed to be “50,000,000” (it being understood and agreed that, at any time
when this proviso is not applicable, Investments made pursuant hereto shall be
permitted to remain outstanding, but shall be taken into account in determining
whether additional Investments may be made pursuant to this clause (xiv)
(without the benefits of this proviso))”.


 


13.                                 On and after the
Fifth Amendment Effective Date, Section 9.08(a) of the Credit Agreement shall
be amended by (i) deleting the table appearing in said Section in its entirety
and inserting the following new table in lieu thereof:


 


	
  Fiscal
  Year of Parent

  Ended In

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2002

  	
   

  	
  $

  	
  121,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2003
  and thereafter

  	
   

  	
  $

  	
  105,000,000

  	
   

  



 


and (ii) inserting the following text
immediately following the end of the table appearing in said Section:


 


“; provided
that at any time the Consolidated Leverage Ratio is less than or equal to
3.75:1.00, (and will remain so after the making of each Capital Expenditure
made pursuant to this proviso), the amount set forth in the table above under
the column “Amount” shall instead be deemed to be “$150,000,000” (it being
understood and agreed that at any time when this proviso is not applicable,
Capital Expenditures that were previously made in reliance upon this proviso
shall be permitted, but shall be taken into account in determining whether
additional Capital Expenditures may be made pursuant to this Section 9.08(a)
(without the benefit of this proviso)).”


 


14.                                 On and after the
Fifth Amendment Effective Date, Section 9.08(b) of the Credit Agreement shall
be amended by deleting the parenthetical clause “(beginning with fiscal year
2000)” and inserting the parethetical clause “(beginning with fiscal year
2002)” in lieu thereof.


 


5

















 


15.                                 On and after the
Fifth Amendment Effective Date, Section 9.09 of the Credit Agreement shall be
amended by replacing the table entries for December 31, 2002 through and
including the entry for December 31, 2003 and thereafter with the following new
table entries:


 


	
  Fiscal Quarter Ended Closest To

  	
   

  	
  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December
  31, 2002

  	
   

  	
  2.45:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March
  31, 2003

  	
   

  	
  2.25:1.00

  	
   

  
	
  June
  30, 2003

  	
   

  	
  2.15:1.00

  	
   

  
	
  September
  30, 2003

  	
   

  	
  2.20:1.00

  	
   

  
	
  December
  31, 2003

  	
   

  	
  2.20:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March
  31, 2004 and thereafter.

  	
   

  	
  3:00:1.00

  	
   

  



 


16.                                 On and after the
Fifth Amendment Effective Date, Section 9.10 of the Credit Agreement shall be
amended by replacing the table entries for September 30, 2003 and December 31,
2003 with the following new table entries:


 


	
  Fiscal Quarter Ended Closest To

  	
   

  	
  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September
  30, 2003

  	
   

  	
  0.95:1.00

  	
   

  
	
  December
  31, 2003

  	
   

  	
  0.90:1.00

  	
   

  



 


17.                                 On and after the
Fifth Amendment Effective Date, Section 9.11 of the Credit Agreement shall be
amended to read in its entirety as follows:


 


9.11                           Maximum Consolidated
Leverage Ratio. Each Credit Agreement Party agrees that it will not permit the
Consolidated Leverage Ratio at any time during a period described below to be
greater than the ratio set forth opposite such period below:


 


	
  Period

  	
   

  	
  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Last
  day of Parent’s fiscal quarter ended closest to September 30, 2002 to but
  excluding the last day of the Parent’s fiscal quarter ended closest to June
  30, 2003

  	
   

  	
  4.50:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Last
  day of Parent’s fiscal quarter ended closest to June 30, 2003 to but
  excluding the last day of the Parent’s fiscal quarter ended closest to
  December 31, 2003

  	
   

  	
  4.75:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Last
  day of Parent’s fiscal quarter ended closest to December 31, 2003 to but
  excluding the last day of the Parent’s fiscal quarter ended closest to March
  31, 2004

  	
   

  	
  4.60:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Thereafter

  	
   

  	
  3.00:1.00.

  	
   

  



 


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18.                                 On and after the
Fifth Amendment Effective Date, the definitions of “Applicable Commitment
Commission Percentage” and “Applicable Margin” appearing in Section 11.01 of
the Credit Agreement shall each be amended by deleting the chart appearing in
said definitions and inserting the following chart in lieu thereof:


 


	
  Consolidated

  Leverage Ratio

  	
   

  	
  Applicable Margin

  for Tranche A Dollar

  Term Loans,

  Revolving Loans and

  Swingline Loans

  maintained as

  Base Rate Loans

  	
   

  	
  Applicable Margin

  for Tranche A Term

  Loans, Revolving

  Loans and Swingline

  Loans maintained as

  Euro

  Rate Loans

  	
   

  	
  Applicable Margin

  for Tranche B Term

  Loans maintained as

  Base

  Rate Loans

  	
   

  	
  Applicable

  Margin

  for Tranche B Term

  Loans as Euro

  Rate Loans

  	
   

  	
  Applicable

  Commitment

  Commission

  Percentage

  	
   

  
	
  Greater
  than  4.50:1.00

  	
   

  	
  2.750

  	
  %

  	
  3.750

  	
  %

  	
  3.500

  	
  %

  	
  4.500

  	
  %

  	
  0.500

  	
  %

  
	
  Greater
  than  4.25:1.00 but less than or equal to 4.50:1.00

  	
   

  	
  2.500

  	
  %

  	
  3.500

  	
  %

  	
  3.250

  	
  %

  	
  4.250

  	
  %

  	
  0.500

  	
  %

  
	
  Greater
  than  3.75:1:00 but less than or equal to 4.25:1.00

  	
   

  	
  2.250

  	
  %

  	
  3.250

  	
  %

  	
  3.000

  	
  %

  	
  4.000

  	
  %

  	
  0.500

  	
  %

  
	
  Greater
  than  3.25:1.00 but less than or equal to 3.75:1.00

  	
   

  	
  1.375

  	
  %

  	
  2.375

  	
  %

  	
  2.250

  	
  %

  	
  3.250

  	
  %

  	
  0.500

  	
  %

  
	
  Greater
  than  2.75:1.00 but less than or equal to 3.25:1.00

  	
   

  	
  1.125

  	
  %

  	
  2.125

  	
  %

  	
  2.250

  	
  %

  	
  3.250

  	
  %

  	
  0.500

  	
  %

  
	
  Greater
  than  2.25:1.00 but less than or equal to 2.75:1.00

  	
   

  	
  0.875

  	
  %

  	
  1.875

  	
  %

  	
  2.250

  	
  %

  	
  3.250

  	
  %

  	
  0.500

  	
  %

  
	
  Less
  than or equal to  2.25:1.00

  	
   

  	
  0.500

  	
  %

  	
  1.500

  	
  %

  	
  2.250

  	
  %

  	
  3.250

  	
  %

  	
  0.450

  	
  %

  



 


Notwithstanding
the foregoing, and for the avoidance of doubt, the Applicable Margins for the
determination of the accrual of interest for all periods to (but excluding) the
Fifth Amendment Effective Date shall be as set forth in the definition of
“Applicable Margin” as in effect


 


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immediately
prior to the Fifth Amendment Effective Date, with the foregoing to apply for
all accruals of interest from (and including) the Fifth Amendment Effective
Date.


 


19.                                 On
and after the Fifth Amendment Effective Date, the definition of “Consolidated
EBITDA” appearing in Section 11.01 of the Credit Agreement shall be amended by
(i) deleting the word “and” appearing at the end of clause (vi) of the second
sentence of said definition and inserting a comma in lieu thereof and (ii)
inserting the following text immediately preceding the period at the end of the
second sentence of said definition:


 


“and
(viii) one-time charges (including restructuring charges) occurring during such
period to the extent not already included above; provided that
Consolidated EBITDA for any period shall be reduced by the aggregate amount of
all cash payments made during such period in respect of any amounts previously
excluded pursuant to clauses (i), (iv), (v) and/or (viii) of this sentence,
whether in such period or a prior period”.


 


20.                                 On and after the
Fifth Amendment Effective Date, the definition of “Minimum Required
Consolidated Leverage Ratio” shall be amended by deleting said definition in
its entirety and inserting the following new definition in lieu thereof:


 


“Minimum Required Consolidated Leverage Ratio”
at any time shall mean the lesser of (i) the then applicable ratio as set forth
in the table appearing in Section 9.11, adjusted, for all periods by decreasing
the numerator (i.e., the first number appearing in each ratio) by 0.50
and (ii) 3:75:1.00.


 


21.                                 On
and after the Fifth Amendment Effective Date, the definition of “Permitted
Acquisition” shall be amended by (i) deleting the text”, in the case of each
$50 Million Permitted Acquisition,” appearing in clause (D) of said definition
and (ii) inserting immediately prior to the period at the end of said
definition the text “; provided however, that so long as no Default or
Event of Default shall exist at the time of the respective Permitted
Acquisition or after giving effect thereto, the Parent or its Wholly-Owned
Subsidiaries may consummate one or more Permitted Acquisitions in any fiscal
year of the Parent without complying with the conditions set forth in clauses
(D) and (E) above (and the officer’s certificate, if any, required to be delivered
pursuant to clause (G) above shall not be required to certify compliance with
such conditions), so long as the aggregate consideration paid (determined as
provided in clause (A) above) for all Permitted Acquisitions effected pursuant
to this proviso during any fiscal year of the Parent does not exceed
$15,000,000”.


 


II.                                     Miscellaneous.


 


1.                                       In order to induce
the Lenders to enter into this Fifth Amendment, each of the Parent and the
Borrower hereby represents and warrants to each of the Lenders that (i) all
representations and warranties contained in the Credit Agreement and in the
other Credit Documents are true and correct in all material respects on and as
of the Fifth Amendment Effective Date and after giving effect to this Fifth
Amendment (unless such representations and warranties relate to a specific
earlier date, in which case such representations and warranties shall be true
and correct as of such earlier date) and (ii) there exists no Default or Event
of Default on the Fifth Amendment Effective Date after giving effect to this
Fifth Amendment.


 


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2.                                       The Parent and the
Administrative Agent hereby acknowledge that the primary purpose of the
amendment to the definition of “Consolidated EBITDA” contained in this Fifth
Amendment is not to decrease the pricing under the Credit Agreement.


 


3.                                       This Fifth Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.


 


4.                                       This Fifth Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.  A complete set of counterparts executed by
all the parties hereto shall be lodged with the Borrower and the Administrative
Agent.


 


5.                                       THIS
FIFTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW
YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.


 


6.                                       This Fifth Amendment
shall become effective on the date (the “Fifth Amendment Effective Date”)
when each of the Parent, the Borrower and the Required Lenders shall have
signed a counterpart hereof (whether the same or different counterparts) and
shall have delivered (including, without limitation, by usage of facsimile
transmission) same to the Administrative Agent at its office located at 31 West
52nd Street, 7th Floor, New York, New
York. This Fifth Amendment and the agreements contained herein shall be binding
on the successors and assigns of the parties hereto.


 


7.                                       From and after the
Fifth Amendment Effective Date, all references in the Credit Agreement and each
of the other Credit Documents to the Credit Agreement shall be deemed to be
references to the Credit Agreement as amended, modified or supplemented hereby.


 


8.                                       The Borrower hereby covenants and agrees that, so long as the Fifth
Amendment Effective Date occurs, it shall pay to each Lender which executes and
delivers to the Administrative Agent (or its designee) a counterpart hereof by
2:00 p.m. (New York time) on December 2, 2002 (or, if later, on the Fifth Amendment
Effective Date), a non-refundable cash fee (the “Consent Fee”) in an
amount equal to 0.25% of the aggregate outstanding principal amount of Term
Loans (taking the Dollar Equivalent of any Euro Denominated Term Loans) and the
Revolving Loan Commitment of such Lender, in each case as same is in effect on
the Fifth Amendment Effective Date immediately prior to giving effect hereto,
which fees shall be paid by the Borrower to the Administrative Agent for
distribution to the Lenders not later than the second Business Day following
the Fifth Amendment Effective Date.


 


*     *     *


 


9

















 


IN WITNESS WHEREOF, the parties hereto have caused
their duly authorized officers to execute and deliver this Fifth Amendment as
of the date first above written.


 


	
  BUHRMANN
  N.V.

  
	
  By:
  /s/ F. F. Waller

  	
   

  
	
  Name:
  F. F. Waller

  
	
  Title:
  Chief Financial Officer

  
	
  By:
  /s/ C. Bangma

  	
   

  
	
  Name:
  C. Bangma

  
	
  Title:
  Group Treasurer

  
	
   

  
	
  BUHRMANN
  US INC.,

  
	
  By:
  /s/ F. F. Waller

  	
   

  
	
  Name:
  F. F. Waller

  
	
  Title:
  Executive President

  
	
  By:
  /s/ C. Bangma

  	
   

  
	
  Name:
  C. Bangma

  
	
  Title: President/ Group
  Treasurer

  
	
   

  
	
  BANKERS
  TRUST COMPANY AMERICAS,

  
	
  Individually
  and as Administrative Agent

  
	
  By:
  /s/ Susan L. LeFevre

  	
   

  
	
  Name:
  Susan L LeFevre

  
	
  Title:
  Director

  
	
   

  
	
  DEUTSCHE
  BANK SECURITIES INC.,

  
	
  as
  Lead Arranger and Sole Book Manager

  
	
  By:
  /s/ Daniel Toscano

  	
   

  
	
  Name:
  Daniel Toscano

  
	
  Title: Managing Director

  
	
  By: /s/ Robert W. Hevner

  	
   

  
	
  Name: Robert W. Hevner

  
	
  Title: Managing
  Director

  



 


10

















 


	
  Acknowledged
  and Agreed to:

  
	
  Brabantse
  Poort B.V.

  
	
  Buhrmann
  Financieringen B.V. (f/k/a KNP BT Financieringen B.V.)

  
	
  Buhrmann
  Fined B.V. (f/k/a Finbelco B.V.)

  
	
  Buhrmann
  II B.V. (f/k/a KNP BT II B.V.)

  
	
  Buhrmann
  International B.V.

  
	
  Buhrmann
  Nederland B.V.

  
	
  Buhrmann
  Nederland Holding B.V. (f/k/a Scadisbel B.V.)

  
	
  Buhrmann
  Office Products Austria B.V.

  
	
  Buhrmann
  Office Products Nederland BV (f/k/a/ Corporate Express Benelux B.V.)

  
	
  Buhrmann
  Stafdiensten B.V.

  
	
  Buhrmann-Ubbens
  B.V.

  
	
  Corporate
  Express Beverwijk B.V.

  
	
  Corporate
  Express Document Automatisering B.V.

  
	
  Corporate
  Express Europe B.V. (f/k/a BT Office Products Europe B.V.)

  
	
  Corporate Express Holding B.V.

  
	
  Dingler Kantoor Centrum BV

  
	
  DocVision B.V.

  
	
  Driem Papier BV

  
	
  Jonkers Internationaal B.V.

  
	
  KNP Nederland (Holding) B.V.

  
	
  KNP Nederland B.V.

  
	
  Papiermaatschappij Amsterdam-West B.V.

  
	
  Proost en Brandt B.V.

  
	
  Rhosili Amsterdam C.V.

  
	
  Store Office Paper B.V.

  
	
  Tetterode-Nederland B.V.

  
	
  VRG Insurances B.V.

  
	
   

  
	
   

  
	
  By:
  /s/ Heidi van der Kooij

  	
   

  
	
  Name:
  Heidi van der Kooij

  
	
  Title: Proxy Holder

  
	
  On
  behalf of each of the above Subsidiary Guarantors

  



 


11

















 


	
  Acknowledged
  and Agreed to:

  
	
  Buhrmann Beteiligungen Deutschland GmbH

  
	
  Buhrmann Holding GmbH & Co. KG

  
	
  Buhrmann Holding Verwaltungs GmbH

  
	
  Corporate Express Deutschland GmbH (f/k/a Buhrmann
  Office Products Deutschland GmbH)

  
	
  Corporate
  Express Deutschland GmbH & Co. Vertriebs KG (f/k/a Buhrmann

  
	
  Office
  Products GmbH & Co. Vertriebs KG)

  
	
  Corporate
  Express GmbH (f/k/a Büroeinrichtungshaus Röth GmbH)

  
	
  Corporate
  Express GmbH (f/k/a Keller Büromatic GmbH)

  
	
  Corporate
  Express Verwaltungs GmbH (f/k/a Buhrmann Office Products Verwaltungs GmbH)

  
	
  Deutsche Papier Grundstücks GmbH & Co. KG

  
	
  Deutsche Papier Holding GmbH

  
	
  Deutsche Papier Vertriebs GmbH

  
	
  FSMA Verwaltungs-und Beteiligungs GmbH

  
	
  Joseph Fröhlen
  Papiergrosshandlung - Willi Reddemann Import Export GmbH

  
	
   

  
	
   

  
	
  By:
  /s/ Heidi Van der Kooij

  	
   

  
	
  Name:
  Heidi van der Kooij

  
	
  Title: Proxy Holder

  
	
  On
  Behalf of each of the above

  
	
  Subsidiary
  Guarantors

  
	
   

  
	
  Acknowledged
  and Agreed to:

  
	
  Buhrmann
  Europcenter N.V.

  
	
  By:
  /s/ Heidi van der Kooij

  	
   

  
	
  Name: Heidi van der Kooij

  
	
  Title:
  Proxy Holder

  
	
  On
  Behalf of the above Subsidiary Guarantor

  



 


12

















 


	
  Acknowledged and Agreed to:

  
	
  Adhesive and Display Products Ltd.

  
	
  Buhrmann UK Ltd.

  
	
  Contract
  Paper Ltd.

  
	
  Copygraphic Plc.

  
	
  Corporate Express (Holdings) Ltd.

  
	
  Howard Smith Paper Ltd.

  
	
  The Howard Smith Paper Group Ltd.

  
	
  W.
  Lunnon & Company Ltd.

  
	
  The M6
  Paper Group Ltd.

  
	
  Pinnacle Film & Board Sales Ltd.

  
	
  Ramchester Furnishings International Ltd.

  
	
  Retail Concept Packaging Ltd.

  
	
  Robert
  Horne Group Plc.

  
	
  Robert
  Horne Paper Company Ltd.

  
	
  Savory Paper Ltd.

  
	
  Trade Paper Ltd.

  
	
   

  
	
  By:
  /s/ Heidi van der Kooij

  	
   

  
	
  Name:
  Heidi van der Kooij

  
	
  Title: Proxy Holder

  
	
  On
  Behalf of each of the above Subsidiary Guarantors

  



 


13

















 


	
  Acknowledged and Agreed to:

  
	
  ASAP Software Express, Inc.

  
	
  BTOP USA Corp.

  
	
  BTOPI Holding (U.S.)

  
	
  Buhrmann Swaps, Inc.

  
	
  Corporate Express Delivery Systems - Expedited, Inc.

  
	
  Corporate Express Document & Print Management
  Inc.

  
	
  Corporate Express Office Products, Inc.

  
	
  Corporate
  Express of Texas, Inc.

  
	
  Corporate
  Express Promotional Marketing, Inc.

  
	
  Corporate Express Real Estate, Inc.

  
	
  Distribution Resources Co.

  
	
  Kelly Paper Company

  
	
  Moore Labels, Inc.

  
	
  License Technologies Group, Inc.

  
	
  Corporate
  Express Philadelphia Real Estate. Inc.

  
	
   

  
	
  By:
  /s/ Heidi van der Kooij

  	
   

  
	
  Name:
  Heidi van der Kooij

  
	
  Title: Proxy Holder

  
	
  On
  Behalf of each of the above Subsidiary Guarantors

  



 


14

















 


	
  ABN
  AMRO Bank

  
	
  By:
  /s/ F.L.D. Mivard

  	
   

  
	
  Name:
  F.L.D. Mivard

  
	
  Title:
  SENIOR VICE PRESIDENT

  
	
   

  
	
   

  
	
  AERTES
  FINANCE-II LTD

  
	
  By:
  INVESCO Senior Secured Management, Inc.

  
	
  as
  Sub-ManagingAgent

  
	
  By:
  /s/

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  AIM FLOATING RATE FUND

  
	
  By: INVESCO Senior Secured
  Management, Inc.

  
	
  As Attorney in fact

  
	
  By: /s/

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  AIMCO CDO SERIES 2000-A

  
	
  By: /s/ Chris Goergen

  	
   

  
	
  Name: Chris Goergen

  
	
  Title: Authorized Signatory

  
	
  By:
  /s/ Dorothy E. Even

  	
   

  
	
  Name:
  Dorothy E. Even

  
	
  Title:
  Authorized Signatory

  
	
   

  
	
   

  
	
  AIMCO
  CDO SERIES 2001-A

  
	
  By:
  /s/ Chris Goergen

  	
   

  
	
  Name:
  Chris Goergen

  
	
  Title: Authorized Signatory

  
	
  By:
  /s/ Dorothy E. Even

  	
   

  
	
  Name: Dorothy E. Even

  
	
  Title: Authorized Signatory

  



 


15

















 


	
  ALLSTATE LIFE INSURANCE COMPANY

  
	
  By:
  /s/ Chris Goergen

  	
   

  
	
  Title: Authorized Signatory

  	
   

  
	
  Name:
  Chris Goergen

  
	
  By:
  /s/ Dorothy E. Even

  	
   

  
	
  Name:
  Dorothy E. Even

  
	
  Title: Authorized Signatory

  
	
   

  
	
   

  
	
  AMERICAN EXPRESS CERTIFICATE COMPANY

  
	
  By:
  American Express Asset Management Group Inc. as Collateral Manager

  
	
  By:
  /s/ Steven B. Staver

  	
   

  
	
  Name:
  Steven B. Staver

  
	
  Title:
  Managing Director

  
	
   

  
	
   

  
	
  ARCHIMEDES
  FUNDING, LLC.

  
	
  BY:
  ING Capital Advisors LLC., as Collateral Manager

  
	
  By:
  /s/ Gordon Cook

  	
   

  
	
  Name:
  Gordon Cook

  
	
  Title:
  Senior Vice President & Portfolio Manager

  
	
   

  
	
   

  
	
  ARCHIMEDES
  FUNDING II, LTD.

  
	
  BY:
  ING Capital Advisors LLC., as Collateral Manager

  
	
  By:
  /s/ Gordon Cook

  	
   

  
	
  Name:
  Gordon Cook

  
	
  Title: Senior Vice President & Portfolio Manager

  
	
   

  
	
   

  
	
  ARCHIMEDES
  FUNDING III, LTD.

  
	
  BY:
  ING Capital Advisors LLC., as Collateral Manager

  
	
  By:
  /s/ Gordon Cook

  	
   

  
	
  Name:
  Gordon Cook

  
	
  Title:
  Senior Vice President & Portfolio Manager

  



 


16

















 


	
  ARCHIMEDES
  FUNDING IV (CAYMAN), LTD.

  
	
  BY:
  ING Capital Advisors LLC., as Collateral Manager

  
	
  By:
  /s/ Gordon Cook

  	
   

  
	
  Name:
  Gordon Cook

  
	
  Title:
  Senior Vice President & Portfolio Manager

  
	
   

  
	
   

  
	
  Ares
  III CLO Ltd.

  
	
  By:
  Ares CLO Management, LLC

  
	
  Its:
  Investment Manager

  
	
  By:
  /s/ Seth J. Brufsky

  	
   

  
	
  Name:
  Seth J. Brufsky

  
	
  Title:
  Vice President

  
	
   

  
	
   

  
	
  Ares
  IV CLO LTD.

  
	
  By:
  Ares CLO Management IV, L.P.

  
	
  Its:
  Investment Manager

  
	
  By:
  Ares CLO GP IV, LLC

  
	
  Its:
  Managing Member

  
	
  By:
  /s/ Seth J. Brufsky

  	
   

  
	
  Name:
  Seth J. Brufsky

  
	
  Title:
  Vice President

  
	
   

  
	
   

  
	
  Ares V
  CLO Ltd.

  
	
  By:
  Ares CLO GP V, LLC

  
	
  Its:
  Managing Member

  
	
  By:
  /s/ Seth J. Brufsky

  	
   

  
	
  Name:
  Seth J. Brufsky

  
	
  Title:
  Vice President

  
	
   

  
	
   

  
	
  Ares
  VI CLO Ltd.

  
	
  By:
  Ares CLO GP VI, LLC

  
	
  Its:
  Managing Member

  
	
  By:
  /s/ Seth J. Brufsky

  	
   

  
	
  Name:
  Seth J. Brufsky

  
	
  Title:
  Vice President

  



 


17

















 


	
  AVALON
  CAPITAL LTD.

  
	
  By:
  INVESCO Senior Secured Management, Inc. as Portfolio Advisor

  
	
  By:
  /s/

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  AVALON
  CAPITAL LTD. 2

  
	
  By:
  INVESCO Senior Secured Management, Inc. as Portfolio Advisor

  
	
  By:
  /s/

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  AXA
  INVESTMENT MANAGERS PARIS S.A.

  
	
  for and on
  behalf of

  
	
  CONCERTO
  I B.V.

  
	
  By:
  /s/ Nathalie Savey

  	
   

  
	
  Name:
  Nathalie SAVEY

  
	
  Title:

  
	
  By:
  /s/ Jocelyne Rallo

  	
   

  
	
  Name:
  Jocelyne Rallo

  
	
  Title:

  
	
   

  
	
   

  
	
  AXA
  INVESTMENT MANAGERS PARIS S.A.

  
	
  for and on
  behalf of

  
	
  CONCERTO
  2 B.V.

  
	
  By:
  /s/ Nathalie Savey

  	
   

  
	
  Name:
  Nathalie Savey

  
	
  Title:

  
	
  By: /s/ Jocelyne Rallo

  	
   

  
	
  Name:
  Jocelyne Rallo

  
	
  Title:

  



 


18

















 


	
  AXA INVESTMENT
  MANAGERS PARIS S.A.

  
	
  for and on
  behalf of

  
	
  ECU
  EUK CREDIT PLUS CDO B.V.

  
	
  By:
  /s/ Nathalie Savey

  	
   

  
	
  Name:
  Nathalie Savey

  
	
  Title:

  
	
  By: /s/ Jocelyne Rallo

  	
   

  
	
  Name:
  Jocelyne Rallo

  
	
  Title:

  
	
   

  
	
   

  
	
  BALANCED
  HIGH-YIELD FUND II, LTD.

  
	
  By:
  ING Capital Advisors LLC

  
	
  as
  Asset Manager

  
	
  By:
  /s/ Gordon Cook

  	
   

  
	
  Name:
  Gordon Cook

  
	
  Title:
  Senior Vice President & Portfolio Manager

  
	
   

  
	
   

  
	
  BANK
  AUSTRIA CREDITANSTALT AG

  
	
  By:
  /s/ Gernot Herschl

  	
   

  
	
  Name:
  Gernot Herschl

  
	
  Title:
  General Manager

  
	
  By:
  /s/ Thomas Klenner

  	
   

  
	
  Name: Thomas Klenner

  
	
  Title: Senior Manager

  
	
   

  
	
   

  
	
  THE
  BANK OF NEW YORK

  
	
  By:
  /s/ Robert Besser

  	
   

  
	
  Name:
  Robert Besser

  
	
  Title: Vice President

  
	
   

  
	
   

  
	
  BANK
  POLSKA KASA OPIEKI SA,

  
	
  By:
  /s/ Barry W. Henry

  	
   

  
	
  Name:
  Barry W. Henry

  
	
  Title: Vice President

  



 


19

















 


	
  BANCO
  COMERCIAL PORTUGUES

  
	
  By:
  /s/ Joao Bugalho

  	
   

  
	
  Name:
  Joao Bugalho

  
	
  Title:
  Deputy General Manager

  
	
  By:
  /s/ Graham Male

  	
   

  
	
  Name: Graham Male

  
	
  Title: Senior Manager

  
	
   

  
	
   

  
	
  BARCLAYS
  CAPITAL

  
	
  By:
  /s/ Ken Mactavish

  	
   

  
	
  Name: Ken Mactavish

  
	
  Title: Managing
  Director

  
	
   

  
	
   

  
	
  BARCLAYS
  CAPITAL ASSET MANAGEMENT

  
	
  acting
  as advised to The Funds

  
	
  By:
  /s/ Faith Bartlett

  	
   

  
	
  Name: Faith Bartlett

  
	
  Title: Portfolio
  Manager

  
	
  The Funds:

  
	
  Bleu Eagle CDO I S.A.

  
	
  Jubilee CDO I B.V.

  
	
  Jubilee CDO II B.V.

  
	
   

  
	
   

  
	
  BATTERSON
  PARK CBO I

  
	
  By:
  General Re - New England Asset Management, Inc., as Collateral Manager

  
	
  By:
  /s/ Juan Borworth

  	
   

  
	
  Name:
  Juan Borworth

  
	
  Title: Vice President

  
	
   

  
	
  Battery
  Park CDO, Limited

  
	
   

  
	
   

  
	
  By:
  Nomura Corporate Research and Asset Management, Inc., as Investment Advisor

  
	
  By:
  /s/ Elizabeth MacLean

  	
   

  
	
  Name:
  Elizabeth MacLean

  
	
  Title: Vice President

  



 


20

















 


	
  Bingham
  CDO L.P.

  
	
  By:
  /s/ Kaitlin Trinh

  	
   

  
	
  Name: Kaitlin Trinh

  
	
  Title: Fund Controller

  
	
   

  
	
   

  
	
  BNP
  PARIBAS

  
	
  By:
  /s/ Lee S. Buckner

  	
   

  
	
  Name: LEE S. BUCKNER

  
	
  Title:
  MANAGING DIRECTOR

  
	
  By:
  /s/ Susan M. Bowes

  	
   

  
	
  Name:
  SUSAN M. BOWES

  
	
  Title: DIRECTOR

  
	
   

  
	
   

  
	
  Bryn
  Mawr CLO, Ltd

  
	
  By:
  Deerfield Capital Management LLC as its Collateral Manager

  
	
  By:
  /s/ Mark E. Wittnebel

  	
   

  
	
  Name:
  MARK E. WITTNEBEL

  
	
  Title:
  SR. VICE PRESIDENT

  
	
   

  
	
   

  
	
  CAPTIVA
  FINANCE LTD., Lender

  
	
  By:
  /s/ David Dyer

  	
   

  
	
  Name: David Dyer

  
	
  Title: Director

  
	
   

  
	
   

  
	
  Carlyle
  High Yield Partners, L.P.

  
	
  By:
  /s/ Linda Pace

  	
   

  
	
  Name:
  LINDA PACE

  
	
  Title: PRINCIPAL

  
	
   

  
	
   

  
	
  Carlyle
  High Yield Partners II, Ltd

  
	
  By: /s/ Linda Pace

  	
   

  
	
  Name:
  LINDA PACE

  
	
  Title:
  PRINCIPAL

  



 


21

















 


	
  Carlyle High Yield Partners III, Ltd

  
	
  By: /s/ Linda Pace

  	
   

  
	
  Name:
  LINDA PACE

  
	
  Title:
  PRINCIPAL

  
	
  Carlyle
  High Yield Partners IV, Ltd

  
	
  By: /s/ Linda Pace

  	
   

  
	
  Name:
  LINDA PACE

  
	
  Title:
  PRINCIPAL

  
	
   

  
	
   

  
	
  Centrale
  Coöperatieve Raiffeisen-Boerenleenbank B.A.

  
	
  (RABOBANK
  NEDERLAND)

  
	
  By:
  /s/ Cees de Vries

  	
   

  
	
  Name:
  Cees de Vries

  
	
  Title:
  Proxy AB

  
	
  By:
  /s/ Hans E. von Imhoff

  	
   

  
	
  Name:
  Hans E. von Imhoff

  
	
  Title:
  Proxy B

  
	
   

  
	
   

  
	
  CENTURION
  CDO I, LIMITED

  
	
  By: American Express Asset Management Group Inc.
  As Collateral Manager

  
	
  By:
  /s/ Leanne Stravakis

  	
   

  
	
  Name: Leanne Stravakis

  
	
  Title:
  Director Operations

  
	
   

  
	
  CENTURION
  CDO III, LIMITED

  
	
  By: American Express Asset
  Management Group Inc. As Collateral Manager

  
	
  By:
  /s/ Leanne Stravakis

  	
   

  
	
  Name: Leanne Stravakis

  
	
  Title: Director Operations

  



 


22

















 


	
  CENTURION CDO VI, LIMITED

  
	
  By: American Express Asset Management Group Inc. As
  Collateral Manager

  
	
  By:
  /s/ Leanne Stravakis

  	
   

  
	
  Name: Leanne Stravakis

  
	
  Title:
  Director Operations

  
	
   

  
	
   

  
	
  CERES
  FINANCE LTD.

  
	
  By:
  INVESCO Senior Secured Management, Inc. as Sub-Managing Agent

  
	
  By:
  /s/

  	
   

  
	
  Name:

  
	
  Title:Operations

  
	
   

  
	
   

  
	
  CHARTER VIEW
  PORTFOLIO

  
	
  By:
  INVESCO Senior Secured Management, Inc. as Investment Advisor

  
	
  By:
  /s/

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  Chinatrust
  Commercial Bank Ltd., New York Branch

  
	
  By:
  /s/ Eric Kan

  	
   

  
	
  Name: Eric Kan

  
	
  Title: SVP &
  Lending Manager

  
	
   

  
	
   

  
	
  Clydesdale
  CBO I, LTD.

  
	
  By:
  Nomura Corporate Research and Asset Management, Inc., as Investment Advisor

  
	
  By:
  /s/ Elizabeth MacLean

  	
   

  
	
  Name: Elizabeth MacLean

  
	
  Title: Vice president

  



 


23

















 


	
  Clydesdale
  CLO 2001-I, LTD

  
	
  By:
  Nomura Corporate Research and Asset Management, Inc., as Collateral Manager

  
	
  By:
  /s/ Elizabeth MacLean

  	
   

  
	
  Name: Elizabeth MacLean

  
	
  Title:
  Vice president

  
	
   

  
	
  COMERICA
  BANK

  
	
  By:
  /s/ George S. Ghareeb

  	
   

  
	
  Name:
  GEORGE S. GHAREEB

  
	
  Title:
  Vice President

  
	
   

  
	
  COMMERZBANK
  (NEDERLAND) N.V.

  
	
  By:
  /s/ R. Rutloh

  	
   

  
	
  Name:
  R. Rutloh

  
	
  Title:
  Managing Director

  
	
  By:
  /s/ G. Liebchen

  	
   

  
	
  Name:
  G. Liebchen

  
	
  Title: Managing Director

  
	
   

  
	
   

  
	
  CREDIT INDUSTRIEL & COMMERCIAL

  
	
  By: /s/ Arnaud de Gromard

  	
   

  
	
  Name: Arnaud de GROMARD

  
	
  Title: Senior Vice president

  
	
  By: /s/ Pierre Latrobe

  	
   

  
	
  Name: Pierre LATROBE

  
	
  Title: Director

  
	
   

  
	
   

  
	
  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

  



 


24

















 


	
  CypressTree
  Investment Partners II, LTD.

  
	
  By:
  CypressTree Investment Management Company, Inc. as Portfolio Manager

  
	
  By:
  /s/ Jeffrey Megar

  	
   

  
	
  Name:
  Jeffrey Megar

  
	
  Title:
  Principal

  
	
   

  
	
  Debt Strategies Fund, Inc..

  
	
  By:
  /s/ Matthew Wallack

  	
   

  
	
  Name:
  Matthew Wallack

  
	
  Title:
  AUTHORIZED SIGNATORY

  
	
   

  
	
  DANSKE
  BANK A/S

  
	
  By:
  /s/ J.M. Barker

  	
   

  
	
  Name:
  J.M. Barker

  
	
  Title:
  SENIOR MANAGER

  
	
  By:
  /s/ R. Lippold

  	
   

  
	
  Name:
  R. Lippold

  
	
  Title:
  MANAGER

  
	
  DRESDNER
  BANK LUXEMBOURG S.A.

  
	
  By:
  /s/ K. Diederich

  	
   

  
	
  Name:
  K. Diederich

  
	
  Title:
  Senior Manager

  
	
  By:
  /s/ H. Brincker

  	
   

  
	
  Name:
  H. Brincker

  
	
  Title:
  Assistant Manager

  
	
   

  
	
  DRYDEN
  LEVERAGED LOAN CDO 2002-II

  
	
  by:
  Prudential Investment Management, Inc., as Collateral Manager

  
	
  By:
  /s/ B. Ross Smead

  	
   

  
	
  Name:
  B. Ross Smead

  
	
  Title:
  Vice President

  
	
   

  
	
   

  
	
  DUCHESS
  I CDO S.A.

  
	
  By:
  /s/ Ian Hazelton

  	
   

  
	
  Name:
  Ian Hazelton

  
	
  Title:
  Chief Executive

  
	
  Duke
  Street Capital Debt Management Ltd

  



 


25

















 


	
  ELT LTD.

  
	
  By: /s/ Ann E. Morris

  	
   

  
	
  Name:
  ANN E. MORRIS

  
	
  Title: AUTHORIZED AGENT

  
	
   

  
	
   

  
	
  ENDURANCE CLO I, LTD.

  
	
  c/o ING Capital Advisors LLC.

  
	
  as Collateral Manager

  
	
  By: /s/ Gordon Cook

  	
   

  
	
  Name:
  Gordon Cook

  
	
  Title:
  Senior Vice President & Portfolio Manager

  
	
   

  
	
   

  
	
  EUROCREDIT
  CDO II BV

  
	
  By: /s/ Sara Halbard

  	
   

  
	
  Name:
  Sara Halbard

  
	
  Title:
  Under Power of Attorney

  
	
   

  
	
   

  
	
  FLEET
  NATIONAL BANK

  
	
  By:
  /s/ Marwan Isbaih

  	
   

  
	
  Name:
  MARWAN ISBAIH

  
	
  Title:
  Director

  
	
   

  
	
  FOR AND ON BEHALF OF ING
  CAPITAL MANAGEMENT, LTD AS COLLATERAL MANAGER FOR COPERNICUS CDO-I B.V.

  
	
  By:
  /s/ Herman Guelovani

  	
   

  
	
  Name:  Herman Guelovani

  
	
  Title:
  Vice President

  
	
   

  
	
  FORTIS
  CAPITAL CORP.

  
	
  By:
  /s/ Douglas Riahi

  	
   

  
	
  Name:
  Douglas Riahi

  
	
  Title:
  Vice President

  
	
  By:
  /s/ Svein Engh

  	
   

  
	
  Name: Svein Engh

  
	
  Title:
  Managing Director

  



 


26

















 


	
  FRANKLIN
  CLO I, LTD.

  
	
  By:
  /s/ Richard Hsu

  	
   

  
	
  Name:
  Richard Hsu

  
	
  Title:
  Vice President

  
	
   

  
	
   

  
	
  FRANKLIN
  CLO II, Limted

  
	
  By:
  /s/ Richard Hsu

  	
   

  
	
  Name:
  Richard Hsu

  
	
  Title:
  Vice President

  
	
   

  
	
   

  
	
  FRANKLIN
  CLO III, Limted

  
	
  By:
  /s/ Richard Hsu

  	
   

  
	
  Name:
  Richard Hsu

  
	
  Title:
  Vice President

  
	
   

  
	
  FRANKLIN
  FLOATING RATE TRUST

  
	
  By:
  /s/ Richard Hsu

  	
   

  
	
  Name:
  Richard Hsu

  
	
  Title:
  Vice President

  
	
   

  
	
   

  
	
  GENERAL
  ELECTRIC CAPITAL CORPORATION

  
	
  By:
  /s/ W. Jerome McDermott

  	
   

  
	
  Name:
  W. JEROME McDERMOTT

  
	
  Title:
  DULY AUTHORIZED SIGNATORY

  
	
  GOLDMAN SACHS CREDIT PARTNERS L.P.

  
	
  By:
  /s/ Tracey McCaffrey

  	
   

  
	
  Name:
  Tracey McCaffrey

  
	
  Title:
  Authorized Signatory

  
	
   

  
	
   

  
	
  HAMILTON
  CDO, LTD.

  
	
  By:
  Stanfield Capital Partners LLC

  
	
  As its
  Collateral Manager

  
	
  By:
  /s/ Gregory L. Smith

  	
   

  
	
  Name:
  Gregory L. Smith

  
	
  Title:
  Partner

  



 


27

















 


	
  Harbourmaster
  Loan Corporation B.V.

  
	
  By:
  /s/

  	
   

  
	
  Name:
  TMF Management

  
	
  Title:
  Managing Director

  
	
  HARBOUR
  TOWN FUNDING TRUST

  
	
  By:
  /s/ Ann E. Morris

  	
   

  
	
  Name:
  ANN E. MORRIS

  
	
  Title:
  AUTHORIZED AGENT

  
	
   

  
	
   

  
	
  Heller
  Financial, Inc

  
	
  By:
  /s/ Jerome McDermott

  	
   

  
	
  Name:
  W. Jerome McDermott

  
	
  Title:
  Duly Authorized Signatory

  
	
   

  
	
  HENDERSON
  GLOBAL INVESTORS LIMITED

  
	
  For
  and on behalf of Aquilae CDO I SA

  
	
  By:
  /s/ David Maward

  	
   

  
	
  Name:
  David Maward

  
	
  Title:
  Associate Director

  
	
  By:
  /s/ Julian Green

  	
   

  
	
  Name:
  Julian Green

  
	
  Title:
  Associate Director

  
	
   

  
	
  Hewett’s Island CDO Ltd

  
	
  By: /s/ Jeffrey Megar

  	
   

  
	
  Name: Jeffrey Megar

  
	
  Title: Principal

  
	
   

  
	
   

  
	
  IDS
  LIFE INSURANCE COMPANY

  
	
  By:
  American Express Asset Management Group Inc. As Collateral Manager

  
	
  By:/s/
  Steven B. Staver

  	
   

  
	
  Name:
  Steven B. Staver

  
	
  Title:
  Managing Director

  



 


28

















 


	
  IKB
  DEUTSCHE INDUSTRIEBANK AG, LUXEMBOURG BRANCH

  
	
  By:
  /s/ Frank Schaum

  	
   

  
	
  Name:
  Dr. Frank Schaum

  
	
  Title:
  Head of Structured Finance

  
	
  By:
  /s/ Manfred Ziwey

  	
   

  
	
  Name:
  Manfred Ziwey

  
	
  Title:
  Director

  
	
   

  
	
   

  
	
  IKB
  International S.A.

  
	
  By:
  /s/ Frank Schaum

  	
   

  
	
  Name:
  Dr. Frank Schaum

  
	
  Title:
  Head of Structured Finance

  
	
   

  
	
   

  
	
  ING BANK N.V.

  
	
  By:
  /s/ F.J.J. Boumans

  	
   

  
	
  Name:
  F.J.J. Boumans

  
	
  Title:
  Relationship Manager

  
	
  By:
  /s/ A.J.A. Lutgeren

  	
   

  
	
  Name:
  A.J.A. Lutgeren

  
	
  Title:
  Relationship Manager

  
	
   

  
	
   

  
	
  ING-ORYX
  CLO, LTD.

  
	
  By:
  ING Capital Advisors LLC

  
	
  as
  Collateral Manager

  
	
  By:
  /s/ Gordon Cook

  	
   

  
	
  Name:
  Gordon Cook

  
	
  Title:
  Senior vice President & Portfolio Manager

  
	
   

  
	
   

  
	
  ING
  PRIME RATE TRUST

  
	
  By:
  ING Investments, LLC as its investment manager

  
	
  By:
  /s/ Jeffrey A. Bakalar

  	
   

  
	
  Name:
  JEFFREY A. BAKALAR

  
	
  Title:
  SENIOR VICE PRESIDENT

  



 


29

















 


	
  ING
  SENIOR INCOME FUND

  
	
  By:
  ING Investments, LLC as its investment manager

  
	
  By:
  /s/ Jeffrey A. Bakalar

  	
   

  
	
  Name:
  JEFFREY A. BAKALAR

  
	
  Title:
  SENIOR VICE PRESIDENT

  
	
   

  
	
   

  
	
  INVESCO
  CBO 2000-1 LTD.

  
	
  By:
  INVESCO Senior Secured Management, Inc.

  
	
  As
  Portfolio Advisor

  
	
  By:
  /s/

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  KATONAH
  I, LTD.

  
	
  By:
  /s/ Ralph Della Rocca

  	
   

  
	
  Name:
  RALPH DELLA ROCCA

  
	
  Title:
  AUTHORIZED OFFICER

  
	
  KATONAH
  CAPITAL, L.L.C AS MANAGER

  
	
   

  
	
  KATONAH
  II, LTD.

  
	
  By:
  /s/ Ralph Della Rocca

  	
   

  
	
  Name:
  RALPH DELLA ROCCA

  
	
  Title:
  AUTHORIZED OFFICER

  
	
  KATONAH
  CAPITAL, L.L.C

  
	
  AS
  MANAGER

  
	
   

  
	
  KATONAH
  III, LTD.

  
	
  By:
  /s/ Ralph Della Rocca

  	
   

  
	
  Name:
  RALPH DELLA ROCCA

  
	
  Title:
  AUTHORIZED OFFICER

  
	
  KATONAH
  CAPITAL, L.L.C AS MANAGER

  



 


30

















 


	
  KBC
  Bank Nederland N.V.

  
	
  By:
  /s/ E.R. van den Berg

  	
   

  
	
  Name:
  E.R. van den Berg

  
	
  Title:
  General Manager

  
	
  By:
  /s/ K.F.C. Arts

  	
   

  
	
  Name:
  K.F.C. Arts

  
	
  Title:
  Head Credit Department

  
	
   

  
	
  KZH CYPRESSTREE-1 LLC

  
	
  By:
  Rowena Smith

  	
   

  
	
  Name:
  Rowena Smith

  
	
  Title:
  Authorized Agent

  
	
   

  
	
  KZH
  ING-2 LLC

  
	
  By:
  Rowena Smith

  	
   

  
	
  Name:
  ROWENA SMITH

  
	
  Title:
  Authorized Agent

  
	
   

  
	
  KZH
  SPONDVIEW LLC

  
	
  By:
  /s/ Rowena Smith

  	
   

  
	
  Name:
  Rowena Smith

  
	
  Title:
  Authorized Agent

  
	
   

  
	
  KZH
  STERLING LLC

  
	
  By:
  /s/ Rowena Smith

  	
   

  
	
  Name:
  ROWENA SMITH

  
	
  Title:
  Authorized

  
	
   

  
	
  LANDESBANK
  RHEINLAND-PFALZ

  
	
  GIROZENTRALE

  
	
  By:
  /s/ Richard Kuhn

  	
   

  
	
  Name:
  Richard Kuhn

  
	
  Title:
  Senior Vice President

  
	
  By:
  /s/ Robert Wagner

  	
   

  
	
  Name: Robert Wagner

  
	
  Title:
  Assistant Vice President

  
	
   

  
	
  LANDMARK
  CDO LIMITED

  
	
  By:
  /s/ Aladdin Capital Management LLC as manager

  
	
  By:
  /s/ Th. Eggenschwiler

  	
   

  
	
  Name: Th. Eggenschwiler

  
	
  Title:
  Vice President

  



 


31

















 


	
  LANDMARK
  II CDO LIMITED

  
	
  By:
  /s/ Aladdin Capital Management LLC as manager

  
	
  By:
  /s/ Th. Eggenschwiler

  	
   

  
	
  Name: Th. Eggenschwiler

  
	
  Title:
  Vice President

  
	
   

  
	
   

  
	
  Leveraged
  France Europe Capital I BV

  
	
  By:
  /s/ Robert E. Howard

  	
   

  
	
  Name:
  Robert E. Howard

  
	
  Title:
  Attorney in fact

  
	
  LLOYDS
  TSB BANK PLC, Amsterdam

  
	
  By:
  /s/ M.H.O. Tak

  	
   

  
	
  Name:
  M.H.O. Tak

  
	
  Title:
  Senior Account Manager

  
	
  By:
  /s/ James A. Riddall

  	
   

  
	
  Name:
  James A. Riddall

  
	
  Senior
  Manager, Credit Risk

  
	
   

  
	
   

  
	
  Long
  Lane Master Trust II

  
	
  By
  Fleet National Bank as Trust Aministrator

  
	
  With
  Respect to Series Eclipse

  
	
  By:
  /s/ Kevin Kearns

  	
   

  
	
  Name:
  KEVIN KEARNS

  
	
  Title:
  MANAGING DIRECTOR

  
	
   

  
	
  Longhorn
  CDO (Cayman) LTD

  
	
  By:
  Merrill Lynch Investment Managers, L.P.,

  
	
  as
  Investment Advisor

  
	
  By:
  /s/ Matthew Wallack

  	
   

  
	
  Name:
  Matthew Wallack

  
	
  Title:
  AUTHORIZED SIGNATORY

  
	
   

  
	
   

  
	
  Magma
  CDO Ltd

  
	
  By:
  /s/ Kaitlin Trinh

  	
   

  
	
  Name:
  Kaitlin Trinh

  
	
  Title:
  Fund Controller

  



 


32

















 


	
  Magnetite
  Asset Investors, L.L.C.

  
	
  By:
  /s/ Dennis M. Schaney

  	
   

  
	
  Name: Dennis M. Schaney

  
	
  Title: Managing Director

  
	
   

  
	
   

  
	
  Magnetite
  Asset Investors III, L.L.C.

  
	
  By:
  /s/ Dennis M. Schaney

  	
   

  
	
  Name: Dennis M. Schaney

  
	
  Title: Managing Director

  
	
   

  
	
   

  
	
  Magnetite CBO II, Limited

  
	
  By:
  /s/ Dennis M. Schaney

  	
   

  
	
  Name: Dennis M. Schaney

  
	
  Title: Managing Director

  
	
   

  
	
   

  
	
  MAGNETITE
  IV CLO, Limited

  
	
  By:
  /s/ Dennis M. Schaney

  	
   

  
	
  Name:
  Dennis M. Schaney

  
	
  Title:
  Managing Director

  
	
  CAD
  MAPLEWOOD (CAYMAN) LIMITED

  
	
  By:
  David L. Babson and Company,

  
	
  Incorporated,
  under delegated authority from Massachusetts Mutual Life Insurance Company,
  as Investment Manager

  
	
  By:
  /s/ Mary Ann McCarthy

  	
   

  
	
  Name:
  MARY ANN McCARTHY

  
	
  Title:
  MANAGING DIRECTOR

  
	
   

  
	
   

  
	
  CAD
  MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

  
	
  By:
  David L. Babson and Company,

  
	
  Inc.
  as Investment Manager

  
	
  By:
  /s/ Mary Ann McCarthy

  	
   

  
	
  Name:
  MARY ANN McCARTHY

  
	
  Title:
  MANAGING DIRECTOR

  



 


33

















 


	
  Merrill
  Lynch Global Investment Series:

  
	
  Bank
  Loan Income Portfolio

  
	
  By:
  Merrill Lynch Investment Managers, L.P., as Investment Advisor

  
	
  By:
  /s/ / Matthew Wallack

  	
   

  
	
  Name:
  Matthew Wallack

  
	
  Title:
  Authorized Signatory

  
	
   

  
	
  Merrill
  Lynch Global Investment Series

  
	
  Income
  Strategies Portfolio

  
	
  By:
  Merrill Lynch Investment Managers, L.P., as Investment Advisor

  
	
  By:
  /s/ / Matthew Wallack

  	
   

  
	
  Name:
  Matthew Wallack

  
	
  Title:
  Authorized Signatory

  
	
   

  
	
  Merrill
  Lynch Senior Floating Rate Fund, Inc.

  
	
  By:
  /s/ Matthew Wallack

  	
   

  
	
  Name:
  Matthew Wallack

  
	
  Title: Authorized Signatory

  
	
   

  
	
  Mizuho Corporate Bank
  Nederland N.V.

  
	
  By: /s/ S. Fukumoto

  	
   

  
	
  Name: Mr. S. Fukumoto

  
	
  Title: Managing Director

  
	
  By: /s/ K. Ozawa

  	
   

  
	
  Name: Mr. K. Ozawa

  
	
  Title: Deputy Managing Director

  
	
   

  
	
   

  
	
  ML CLO
  XII PILGRIM AMERICA (CAYMAN) LTD.

  
	
  By:
  ING Investments, LLC as its investment manager

  
	
  By:
  /s/ Jeffrey A. Bakalar

  	
   

  
	
  Name:
  JEFFREY A. BAKALAR

  
	
  Title:
  SENIOR VICE PRESIDENT

  



 


34

















 


	
  ML CLO
  XV PILGRIM AMERICA (CAYMAN) LTD.

  
	
  By:
  ING Investments, LLC as its investment manager

  
	
  By:
  /s/ Jeffrey A. Bakalar

  	
   

  
	
  Name:
  JEFFREY A. BAKALAR

  
	
  Title:
  SENIOR VICE PRESIDENT

  
	
   

  
	
  ML CLO
  XX PILGRIM AMERICA  (CAYMAN) LTD.

  
	
  By:
  ING Investments, LLC as its investment manager

  
	
  By: /s/
  Jeffrey A. Bakalar

  	
   

  
	
  Name:
  JEFFREY A. BAKALAR

  
	
  Title:
  SENIOR VICE PRESIDENT

  
	
   

  
	
  MORGAN
  STANLEY RIME INCOME TRUST

  
	
  By:
  /s/ Sheila A. Finnerty

  	
   

  
	
  Name:
  Sheila A. Finnerty

  
	
  Title:
  Executive Director

  
	
  MUIRFIELD
  TRADING LLC

  
	
  By:
  /s/ Ann E. Morris

  	
   

  
	
  Name:
  ANN E. MORRIS

  
	
  Title:
  ASST. VICE PRESIDENT

  
	
   

  
	
  NATEXIS
  BANQUES POPULAIRES

  
	
  By: /s/ Pieter J. Van Tulder

  	
   

  
	
  Name:
  Pieter J. van Tulder

  
	
  Title:
  Vice President and Manager

  
	
  Multinational
  Group

  
	
  By:
  /s/ Christine Dirringer

  	
   

  
	
  Name:
  CHRISTINE DIRRINGER

  
	
  Title:
  VICE PRESIDENT

  
	
  National
  City

  
	
  By:
  /s/ Gavin D. Young

  	
   

  
	
  Name: GAVIN D. YOUNG

  
	
  Title: ACCOUNT OFFICER

  



 


35

















 


	
  NEMEAN CLO, LTD.

  
	
  BY:
  ING Capital Advisors LLC, as Investment Manager

  
	
  By:
  /s/ Gordon Cook

  	
   

  
	
  Name:
  Gordon Cook

  
	
  Title: Senior Vice President & Portfolio Manager

  
	
   

  
	
  NIB
  CAPITAL BANK N.V.

  
	
  By:
  /s/ Peter Auan

  	
   

  
	
  Name:
  PETER AUAN

  
	
  Title:
  DIRECTOR ACQUISITION FINANCE

  
	
  By:
  /s/ Sean Costello

  	
   

  
	
  Name: SEAN COSTELLO

  
	
  Title:
  SENIOR MANAGER

  
	
  Nomura Bond & Loan Fund

  
	
  By:
  UFJ Trust Company of New York as Trustee

  
	
  By:
  Nomura Corporate Research and Asset Management, Inc., as Attorney in Fact

  
	
  By:
  /s/ Elizabeth MacLean

  	
   

  
	
  Name: Elizabeth MacLean

  
	
  Title:
  Vice president

  
	
   

  
	
  OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1 LTD

  
	
  By: INVESCO Senior Secured Management, Inc.

  
	
  As Sub-advisor

  
	
  By: /s/

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  OLYMPIC FUNDING TRUST SERIES 1999-1

  
	
  By:
  /s/ Ann E. Morris

  	
   

  
	
  Name:
  ANN E. MORRIS

  
	
  Title:
  AUTHORIZED AGENT

  
	
   

  
	
  ORIX
  Financial Services, Inc.

  
	
  By:
  /s/ Deedra Darby-Jones

  	
   

  
	
  Name: Deedra
  Darby-Jones

  
	
  Title:
  Vice president

  



 


36

















 


	
  PANTHER
  CDO II BV

  
	
  By:
  /s/ Dagmar Kent Kershaw

  	
   

  
	
  Name:
  Dagmar Kent Kershaw

  
	
  Title:
  Authorized Signatory

  
	
   

  
	
   

  
	
  CAD
  PHOENIX FUNDING LIMITED

  
	
  By:
  David L. Babsobn & company Inc. as Financial Sub-Agent

  
	
  By:
  /s/ Mary Ann McCarthy

  	
   

  
	
  Name:
  MARY ANN McCARTHY

  
	
  Title:
  MANAGING DIRECTOR

  
	
   

  
	
  PILGRIM
  AMERICA HIGH INCOME INVESTMENTS LTD.

  
	
  By:
  ING Investments, LLC as its investment manager

  
	
  By:
  /s/Jeffrey A. Bakalar

  	
   

  
	
  Name:
  JEFFREY A. BAKALAR

  
	
  Title:
  SENIOR VICE PRESIDENT

  
	
   

  
	
  PILGRIM
  CLO 1999 – 1 LTD

  
	
  By:
  ING Investments, LLC as its investment manager

  
	
  By:
  /s/ Jeffrey A. Bakalar

  	
   

  
	
  Name:
  JEFFREY A. BAKALAR

  
	
  Title:
  SENIOR VICE PRESIDENT

  
	
   

  
	
  PINEHURST
  TRADING, INC.

  
	
  By:
  /s/ Ann E. Morris

  	
   

  
	
  Name:
  Ann E. Moris

  
	
  Title:
  ASST. VICE PRESIDENT

  
	
   

  
	
  PPM
  SPYGLASS FUNDING TRUST

  
	
  By:
  /s/ Ann E. Morris

  	
   

  
	
  Name:
  ANN E. MORRIS

  
	
  Title:
  AUTHORIZED AGENT

  



 


37

















 


	



  
  Principal
  Life Insurance Company

  
	
  by:
  Principal Global Investors LLC, a Delaware Limited Liability Company, its
  Authorized Signatory

  
	
  By:
  /s/ Jon C. Heiny

  	
   

  
	
  Name:
  JON C. HEINY

  
	
  Title:
  COUNSEL

  
	
  By:
  /s/ Stephen G. Skrivanek

  	
   

  
	
  Name:
  STEPHEN G. SKRIVANEK

  
	
  Title:
  COUNSEL

  
	
   

  
	
   

  
	
  PROMETHEUS
  INVESTMENT FUNDING NO. 1 LTD

  
	
  By:
  /s/ Charles P. Strause

  	
   

  
	
  Name:
  CHARLES P. STRAUSE

  
	
  Title:
  ASSOCIATE DIRECTOR

  
	
  By:
  /s/ Elizabeth Tallmadge

  	
   

  
	
  Name:
  ELIZABETH TALLMADGE

  
	
  Title:
  MANAGING DIRECTOR

  
	
  CHIEF INVESTMENT OFFICER

  
	
   

  
	
  PROMUS
  I BV

  
	
  By:
  /s/ Sara Halbard

  	
   

  
	
  Name:
  Sara Halbard

  
	
  Title:
  Under Power of Attorney

  
	
   

  
	
   

  
	
  PROMUS
  II BV

  
	
  By:
  /s/ Sara Halbard

  	
   

  
	
  Name:
  Sara Halbard

  
	
  Title:
  Under Power of Attorney

  
	
  PROSPECT
  STREET INTERNATIONAL FUND PCC LIMITED

  
	
  PROSPECT
  INTERNATIONAL DEBT STRATEGY FUND

  
	
  BY:
  PROSPECT STREET STRATEGIC DEBT

  
	
  MANAGEMENT
  CO., INC.

  
	
  as
  Investment Advisor

  
	
  By:
  /s/ Richard E. Omohundro JP

  	
   

  
	
  Name:
  Richard E. Omohundro JP

  
	
  Title:
  Director

  
	
  By:
  /s/ John A. Frabotta

  	
   

  
	
  Name:
  John A. Frabotta

  
	
  Title:
  Director

  



 


38

















 


	
  Provident
  CBO I, Limited

  
	
  Provident
  Investment Management, LLC, Collateral Manager

  
	
  By:
  /s/ Michael J. Updegraff

  	
   

  
	
  Name:
  Michael J. Updegraff

  
	
  Title:
  Senior Investment Officer

  
	
   

  
	
  THE
  PRUDENTIAL ASSURANCE

  
	
  COMPANY
  LIMITED

  
	
  By:
  /s/ Andrew Bougath

  	
   

  
	
  Name:
  ANDREW BOUGATH

  
	
  Title:
  DIRECTOR OF LEVERAGED LOAN

  
	
   

  
	
   

  
	
  THE
  PRUDENTIAL INSURANCE

  
	
  COMPANY
  OF AMERICA

  
	
  By:
  /s/ B. Ross Smead

  	
   

  
	
  Name:
  B. Ross Smead

  
	
  Title:
  Vice President

  
	
  RAIFFEISEN
  ZENTRALBANK

  
	
  OSTERREICH
  AKTIENGESELLSCHAFT

  
	
  By:
  /s/ Barbara Ericson-Peichl

  	
   

  
	
  Name:
  Barbara Ericson-Peichl

  
	
  Title:
  Head of Project & Structured Finance

  
	
  By:
  /s/ Brigitte Schuster

  	
   

  
	
  Name:
  Brigitte Schuster

  
	
  Title:
  Manager

  
	
   

  
	
   

  
	
  Sankaty
  Advisors, Inc., as Collateral Manager

  
	
  for
  BRANT POINT CBO 1999-1, LTD., as Term Lender

  
	
  By:
  /s/ Diane J. Exter

  	
   

  
	
  Name:
  DIANE J. EXTER

  
	
  Title: MANAGING DIRECTOR

  
	
  PORTFOLIO
  MANAGER

  



 


39

















 


	
  Sankaty
  Advisors, LLC, as Collateral Manager

  
	
  for
  BRANT POINT II CBO 2000-1 LTD., as Term Lender

  
	
  By:
  /s/ Diane J. Exter

  	
   

  
	
  Name:
  DIANE J. EXTER

  
	
  Title:
  MANAGING DIRECTOR

  
	
  PORTFOLIO
  MANAGER

  
	
  SANKATY
  HIGH YIELD PARTNERS III, L.P.

  
	
  By:
  /s/ Diane J. Exter

  	
   

  
	
  Name:
  DIANE J. EXTER

  
	
  Title:
  MANAGING DIRECTOR

  
	
  PORTFOLIO MANAGER

  
	
   

  
	
   

  
	
  Sankaty
  Advisors, Inc., as Collateral

  
	
  Manager
  for Castle Hill I – INGOTS, LTD., as Term Lender

  
	
  By:
  /s/ Diane J. Exter

  	
   

  
	
  Name:
  DIANE J. EXTER

  
	
  Title:
  MANAGING DIRECTOR

  
	
  PORTFOLIO
  MANAGER

  
	
   

  
	
   

  
	
  Sankaty
  Advisors, Inc., as Collateral

  
	
  Manager
  for Castle Hill II – INGOTS, LTD., as Term Lender

  
	
  By:
  /s/ Diane J. Exter

  	
   

  
	
  Name:
  DIANE J. EXTER

  
	
  Title:
  MANAGING DIRECTOR

  
	
  PORTFOLIO
  MANAGER

  
	
   

  
	
   

  
	
  Sankaty
  Advisors, Inc., as Collateral

  
	
  Manager
  for Great Point CLO 1999-1 LTD., as Term Lender

  
	
  By:
  /s/ Diane J. Exter

  	
   

  
	
  Name:
  DIANE J. EXTER

  
	
  Title:
  MANAGING DIRECTOR

  
	
  PORTFOLIO
  MANAGER

  



 


40

















 


	
  Sankaty
  Advisors, LLC as Collateral

  
	
  Manager
  for Race Point CLO , Limited, as Term Lender

  
	
  By:
  /s/ Diane J. Exter

  	
   

  
	
  Name:
  DIANE J. EXTER

  
	
  Title:
  MANAGING DIRECTOR

  
	
  PORTFOLIO
  MANAGER

  
	
   

  
	
   

  
	
  SARATOGA
  CLO I, LIMITED

  
	
  By:
  INVESCO Senior Secured Management, Inc.

  
	
  As
  Asset Manager

  
	
  By:
  /s/

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  SCOTIA
  BANK EUROPE PLC

  
	
  By: /s/ T.A. Burgtett

  	
   

  
	
  Name:
  T.A. Burgtett

  
	
  Title:
  DIRECTOR

  
	
   

  
	
   

  
	
  Senior
  Loan Fund

  
	
  By:
  /s/ Dennis M. Schaney

  	
   

  
	
  Name:
  Dennis M. Schaney

  
	
  Title:
  Managing Director

  
	
   

  
	
   

  
	
  SEQUILS-ING
  I (HBDGM), LTD.

  
	
  BY:
  ING Capital Advisors LLC, as Collateral Manager

  
	
  By:
  /s/ Gordon Cook

  	
   

  
	
  Name:
  Gordon Cook

  
	
  Title:
  Senior Vice President & Portfolio Manager

  
	
   

  
	
  SEQUILS
  - CENTURION V, LTD.

  
	
  By:
  American Express Asset Management Group Inc. As Collateral Manager

  
	
  By:
  /s/ Leanne Stavrakis

  	
   

  
	
  Name:
  Leanne Stavrakis

  
	
  Title:
  Director Operations

  



 


41

















 


	
  SEQUILS
  – Cumberland I, Ltd

  
	
  By:
  Deerfield Capital Management LLC as

  
	
  Its
  Collateral Manager

  
	
  By:
  /s/ Mark E. Wittnebel

  	
   

  
	
  Name:
  MARK E. WITTNEBEL

  
	
  Title:
  SR. VICE PRESIDENT

  
	
   

  
	
   

  
	
  SEQUILS-LIBERTY,
  LTD.

  
	
  By:
  INVESCO Senior Secured Management, Inc.

  
	
  As
  Collateral Manager

  
	
  By:
  /s/

  	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
   

  
	
  CAD
  SIMSBURY CLO, LIMITED

  
	
  By:
  David L. Babson and Company,

  
	
  Incorporated,
  under delegated authority from Massachusetts Mutual Life Insurance Company,
  as Collateral Manager

  
	
  By:
  /s/ Mary Ann McCarthy

  	
   

  
	
  Name:
  MARY ANN McCARTHY

  
	
  Title:
  MANAGING DIRECTOR

  
	
   

  
	
  STANFIELD ARBITRAGE CDO, LTD.

  
	
  By: Stanfield Capital Partners LLC, as its
  Collateral Manager

  
	
  By:
  /s/ Gregory L. Smith

  	
   

  
	
  Name:
  Gregory L. Smith

  
	
  Title:
  Partner

  
	
   

  
	
   

  
	
  STANFIELD RMF/TRANSATLANTIC CDO, LTD.

  
	
  By:
  Stanfield Capital Partners LLC, as its Collateral Manager

  
	
  By:
  /s/ Gregory L. Smith

  	
   

  
	
  Name:
  Gregory L. Smith

  
	
  Title:
  Partner

  



 


42

















 


	
  STANFIELD
  CLO, LTD.

  
	
  By:
  Stanfield Capital Partners LLC

  
	
  As its
  Collateral Manager

  
	
  By:
  /s/ Gregory L. Smith

  	
   

  
	
  Name:
  Gregory L. Smith

  
	
  Title:
  Partner

  
	
   

  
	
   

  
	
  STANFIELD
  QUATTRO CLO, LTD.

  
	
  By:
  Stanfield Capital Partners LLC

  
	
  As its
  Collateral Manager

  
	
  By:
  /s/ Gregory L. Smith

  	
   

  
	
  Name:
  Gregory L. Smith

  
	
  Title:
  Partner

  
	
   

  
	
   

  
	
  SUNAMERICA
  SENIOR FLOATING RATE FUND, INC.

  
	
  By:
  Stanfield Capital Partners LLC, as its subadvisor

  
	
  By:
  /s/ Gregory L. Smith

  	
   

  
	
  Name:
  Gregory L. Smith

  
	
  Title:
  Partner

  
	
   

  
	
  Titanium
  CBO I, Ltd

  
	
  By:
  Dennis M. Schaney

  	
   

  
	
  Name:
  Dennis M. Schaney

  
	
  Title:
  Managing Director

  
	
  UNICREDITO
  ITALIANO – New York Branch

  
	
  By:
  /s/ Christopher Eldin

  	
   

  
	
  Name:
  Christopher Eldin

  
	
  Title:
  FVP & Deputy Manager

  
	
  By:
  /s/ Charles Michael

  	
   

  
	
  Name:
  Charles Michael

  
	
  Title:
  Vice President

  



 


43

















 


	
  ROSEMONT
  CLO, Ltd

  
	
  By:
  Deerfield Capital Management LLC as its Collateral Manager

  
	
  By:
  /s/ Mark E. Wittnebel

  	
   

  
	
  Name:
  MARK E. WITTNEBEL

  
	
  Title:
  SR. VICE PRESIDENT

  
	
   

  
	
  CAD SUFFIELD CLO LTD.

  
	
  By:
  David L. Babson & Co., Inc., as Collateral Manager

  
	
  By:
  /s/ Mary Ann McCarthy

  	
   

  
	
  Name:
  MARY ANN McCARTHY

  
	
  Title:
  MANAGING DIRECTOR

  
	
   

  
	
  The
  Sumitomo Trust & Banking Co., Ltd., New York Branch

  
	
  By:
  /s/ Elizabeth A. Quirk

  	
   

  
	
  Name:
  ELIZABETH A. QUIRK

  
	
  Title:
  VICE PRESIDENT

  
	
  TARA
  HILL B.V.

  
	
  By:
  /s/ Terry McCabe

  	
   

  
	
  Name:
  Terry McCabe

  
	
  Title:
  CDO Director

  
	
   

  
	
   

  
	
  TD
  BANK EUROPE LIMITED

  
	
  By:
  /s/ Julie Evans

  	
   

  
	
  Name:
  Julie Evans

  
	
  Title:
  Managing Director, Corporate Finance

  
	
   

  
	
  TEXTRON
  FINANCIAL CORPORATION

  
	
  By:
  /s/ Jane M. Lavoie

  	
   

  
	
  Name:
  Jane M. Lavoie

  
	
  Title:
  Vice president - Operations

  



 


44

















 


	
  TRANSAMERICA BUSINESS CAPITAL CORPORATION

  
	
  (as
  successor to Transamerica Business Credit Corporation)

  
	
  By:
  /s/ Stephen Goetschius

  	
   

  
	
  Name:
  Stephen Goetschius

  
	
  Title:
  Senior Vice President

  
	
   

  
	
   

  
	
  US
  Bank

  
	
  By:
  /s/ Wesley G. Zepelin

  	
   

  
	
  Name:
  Wesley G. Zepelin

  
	
  Title:
  Senior Vice President

  
	
   

  
	
   

  
	
  Venture
  CDO 2002, Limited

  
	
  By its
  investment advisor, Barclays Capital Asset Management Limited,

  
	
  By its
  sub-advisor, Barclays Bank PLC, New York Branch

  
	
  By:
  /s/ Hans L. Christensen

  	
   

  
	
  Name:
  Hans L. Christensen

  
	
  Title:
  Director

  
	
   

  
	
  WELLS
  FARGO BANK, National Association.

  
	
  By:
  /s/ S. Michael St. Geme

  	
   

  
	
  Name:
  S. Michael St. Geme

  
	
  Title:
  VICE PRESIDENT

  
	
  WINDSOR
  LOAN FUNDING, LIMITED

  
	
  By: Stanfield Capital Partners LLC, as its
  Investment Manager

  
	
  By:
  /s/ Gregory L. Smith

  	
   

  
	
  Name:
  Gregory L. Smith

  
	
  Title:
  Part

  



 


45