exv10w2



 







Exhibit 10.2




Execution Copy




AMENDMENT

TO

SECOND LIEN CREDIT AND GUARANTY AGREEMENT




          This
AMENDMENT, dated as of May 26, 2006 (this “First
Amendment”) is entered into by and among
COVANTA ENERGY CORPORATION, a Delaware corporation (the “Company”), COVANTA HOLDING CORPORATION
(formerly known as Danielson Holding Corporation), a Delaware corporation (“Holdings”), and the
parties signatory hereto.




          WHEREAS, the Company and Holdings have entered into that certain SECOND LIEN CREDIT AND
GUARANTY AGREEMENT, dated as of June 24, 2005 (as it may be amended, supplemented or otherwise
modified, the “Credit Agreement”) entered into by and among the Company, Holdings, CERTAIN
SUBSIDIARIES OF THE COMPANY, as Guarantors, the Lenders party thereto from time to time, GOLDMAN
SACHS CREDIT PARTNERS L.P. (“GSCP”) and CREDIT SUISSE, CAYMAN ISLANDS BRANCH (“Credit Suisse”), as
Joint Lead Arrangers and Co-Syndication Agents, and CREDIT SUISSE, as Administrative Agent, Paying
Agent and Collateral Agent.




          WHEREAS, the terms used herein, including in the preamble and recitals hereto, not otherwise
defined herein or otherwise amended hereby shall have the meanings ascribed thereto in the Credit
Agreement;




          WHEREAS, the Company has requested that the Credit Agreement be amended in connection with the
amendment and restatement of the First Lien Credit Agreement (as defined in the Credit Agreement),
as more fully set forth herein;




          NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the Company, Holdings the Requisite Lenders and the Administrative Agent agree as
follows:




ARTICLE ONE: AMENDMENTS




          As of the First Amendment Effective Date (as defined in Article Two hereof), the Credit
Agreement shall be amended as set forth in this Article One.




     1. Section 1.1 of the Credit Agreement (Definitions) is hereby amended by inserting in such
Section the following definitions in their appropriate alphabetical order:





“Acquisition Holdings Contribution” as defined in Section 2.14(c).




“Holdings Tax Sharing Agreement” means the tax sharing agreement
among Holdings, Company and CPIH dated as of March 10, 2004, as
amended by Amendment No. 1 thereto dated as of the Closing Date, as
such agreement may be amended, restated, supplemented or otherwise
modified from time to time to the extent permitted thereunder and
under Section 6.14.




“Nonpublic Information” means information which has not been
disseminated in a manner making it available to investors generally,
within the meaning of Regulation D.



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“Platform” as defined in Section 5.1(m).



   2. The definition of “Adjusted Company Operating Cash Flow” in Section 1.1 of the Credit
Agreement is hereby amended by deleting the existing clause (d) in its entirety and replacing it
with the following:




(d) payments (or intercompany loans) made by Company to or on behalf
of its Subsidiaries for Investments incurred in connection with
intercompany loans permitted under Sections 6.1(d), (e) (other than
subsections (i)(A), (i)(B) and (i)(D) thereof) and (t) or
Investments incurred pursuant to Section 6.7(g), Section 6.7(j) (but
in the case of Section 6.7(j)(ii), other than to the extent made
with the proceeds of an Acquisition Holdings Contribution) and
Section 6.7(n)(ii),



   3. The definition of “DHC Tax Sharing Agreement” in Section 1.1 of the Credit Agreement
(Definitions) is hereby deleted in its entirety.



   4. The definition of “Excess Cash Flow” in Section 1.1 of the Credit Agreement (Definitions)
is hereby amended by deleting the existing clause (b)(ii) in its entirety and replacing it with the
following:




(ii) any payment (other than voluntary prepayments, prepayments made
pursuant to Section 2.14(e), the repayment of loans under the First
Lien Credit Agreement and/or Loans under this Agreement with the
proceeds of loans under the First Lien Credit Agreement) of
principal of Company Total Debt; and



   5. The definition of “Excess Cash Flow” in Section 1.1 of the Credit Agreement (Definitions)
is hereby amended by deleting the existing clause (b)(iii) in its entirety and replacing it with
the following:




(iii) (A) Investments constituting intercompany loans permitted
under Sections 6.1(d), (e) (other than subsections (i)(A), (i)(B)
and (i)(D) thereof) and (t), and (B) Investments incurred pursuant
to Section 6.7(g), Section 6.7(j) (but only to the extent added back
pursuant to the definition of Adjusted Company Operating Cash Flow)
and Section 6.7(n)(ii);



   6. The definition of “Permitted Acquisition” in Section 1.1 of the Credit Agreement
(Definitions) is hereby amended by deleting the existing clause (iii) in its entirety and replacing
it with the following:




(iii) to the extent a Guarantor Subsidiary is acquired, Company
shall have taken, or caused to be taken, as of the date such Person
becomes a Guarantor Subsidiary of Company, each of the actions set
forth in Sections 5.10 and/or 5.11, as applicable, unless, following
a request by Company, such actions are not required by
Administrative Agent;



   7. The definition of “Permitted Acquisition” in Section 1.1 of the Credit Agreement
(Definitions) is hereby amended by deleting the existing clause (vi) in its entirety and replacing
it with the following:



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(vi) any Person or assets or division as acquired in accordance
herewith shall be in the same business or lines of business in which
Company and/or its Subsidiaries are engaged as of the Closing Date
or in which Company and/or its Subsidiaries are expressly permitted
hereunder to engage in.



   8. The definition of “Related Agreements” in Section 1.1 of the Credit Agreement (Definitions)
is hereby amended by deleting in existing clause (vi) the term “DHC Tax Sharing Agreement” and
replacing it with “Holdings Tax Sharing Agreement.”



   9. Section 2.14(c) of the Credit Agreement (Mandatory Prepayments: Issuance of Equity
Securities) is hereby amended by deleting after clause (iv) the word “and” and replacing it with
“,” and adding, immediately after existing clause (v) thereof, the following:




and (vi) cash equity contributions from Holdings to Company, the
proceeds of which are used by Company or its Subsidiaries to fund
Permitted Acquisitions (such contribution being an “Acquisition
Holdings Contribution”))



   10. The following provision shall be added as Section 5.1(m) of the Credit Agreement
(Financial Statements and Other Reports: Certification of Public Information):




(m) Certification of Public Information. Concurrently with
the delivery of any document or notice required to be delivered
pursuant to this Section 5.1 or otherwise delivered to any Agent,
Holdings shall indicate in writing whether such document or notice
contains Nonpublic Information. Any document or notice required to
be delivered pursuant to this Section 5.1 or is otherwise delivered
to any Agent shall be deemed to contain Nonpublic Information unless
Holdings specifies otherwise. Holdings and each Lender acknowledges
that certain of the Lenders may be “public-side” Lenders (Lenders
that do not wish to receive material non-public information with
respect to Holdings, its Subsidiaries or their securities) and, if
documents or notices required to be delivered pursuant to this
Section 5.1 or otherwise are being distributed through
IntraLinks/IntraAgency or another relevant website (the
“Platform”), any document or notice which contains Nonpublic
Information (or is deemed to contain Nonpublic Information) shall not
be posted on that portion of the Platform designated for such public
side Lenders.



   11. Section 5.12 of the Credit Agreement (Interest Rate Protection) is hereby amended by
deleting the existing section in its entirety and replacing it with the following:




No later than the earlier of (i) 90 days following the date of the
issuance of the Second Lien Notes and (ii) 270 days following the
Closing Date and at all times thereafter, Company shall maintain, or
caused to be maintained, in effect one or more Interest Rate
Agreements for a term of not less than three (3) years and otherwise
in form and substance reasonably satisfactory to Administrative Agent,
which Interest Rate Agreements shall effectively limit the Unadjusted
Eurodollar Rate Component of the interest costs to
Company with respect to an aggregate notional principal amount of not
less than 50% of the aggregate principal amount of the Loans and the
Term Loans under and as defined in the First Lien Credit Agreement (as
in effect



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from time to time), to a rate reasonably acceptable to
Administrative Agent.



   12. Section 6.1(d) of the Credit Agreement (Indebtedness) is hereby amended by deleting the
existing provision in its entirety and replacing it with the following:




(d) (i) Indebtedness of Subsidiaries of Company to Company or any
Guarantor Subsidiary, the proceeds of which are used solely to fund
one or more Permitted Acquisitions, and (ii) Indebtedness of Foreign
Subsidiaries of Company to Company in an amount not to exceed (A)
$3,000,000 incurred in any Fiscal Year (with any unused amounts
accumulating on a cumulative basis to each subsequent Fiscal Year) or
(B) $15,000,000 in the aggregate at any one time outstanding which is
incurred after the Closing Date (plus the principal amount of any
Indebtedness repaid by a Foreign Subsidiary to Company or any
Guarantor Subsidiary after the Closing Date), provided, that
(1) the proceeds of such Indebtedness incurred in reliance on this
clause (ii) are used to finance the development, construction or
capital improvements to renewable energy or waste-to-energy Projects,
and (2) no more than $2,000,000 of such Indebtedness incurred in any
Fiscal Year in reliance on this clause (ii) may be incurred with
respect to Projects located in jurisdictions outside of the United
Kingdom or Europe, and provided, further, with regard
to all Indebtedness incurred in reliance on this subsection (d) (1) no
such Indebtedness may be incurred at any time that Company and its
Subsidiaries are not in compliance with Section 6.8, (2) no such
Indebtedness may be incurred to make capital expenditures if after
giving effect to such expenditures Company and its Subsidiaries would
not be in pro forma compliance with Section 6.8(d) and (3) all such
intercompany Indebtedness shall be evidenced by the Intercompany
Master Note;



   13. Section 6.1(j)(ii) of the Credit Agreement (Indebtedness) is hereby amended by deleting
the word “Foreign”.



   14. The reference to “including” in the first parenthetical in Section 6.1(m) of the Credit
Agreement shall be replaced with the word “excluding”.



   15. The following provision shall be added as Section 6.1(y) of the Credit Agreement
(Indebtedness) (and the existing subsection (y) contained in Section 6.1 of the Credit Agreement
shall be recaptioned as subsection (z)):




(y) Limited Recourse Debt of any Subsidiary of Company assumed in
connection with a Permitted Acquisition of such Subsidiary existing at
the time such Permitted Acquisition was consummated provided that such
Limited Recourse Debt was not incurred in connection with or in
anticipation of such Permitted Acquisition in an aggregate amount not
to exceed at any time $50,000,000; and



   16. Section 6.2 of the Credit Agreement (Liens) is hereby amended by deleting clause (s) in
its entirety and replacing it with the following:



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(s) Liens securing Indebtedness permitted by Section 6.1(m)(i) and
Section 6.1(m)(ii) and Liens secured only by the asset acquired in
connection with the incurrence of such Indebtedness permitted by
Section 6.1(y);



   17. Section 6.5(d) of the Credit Agreement (Restricted Junior Payments) is hereby amended by
deleting the term “DHC Tax Sharing Agreement” and replacing it with “Holdings Tax Sharing
Agreement.”



   18. Section 6.7(j) of the Credit Agreement (Investments) is hereby amended by adding a “(i)”
at the beginning thereof and inserting the following clause (ii) in its entirety at the end
thereof:




(ii) equity Investments in Subsidiaries by Company or any Subsidiary
to provide such Subsidiary with equity capitalization necessary or
advisable in connection with the making of Permitted Acquisitions
substantially contemporaneously with such equity Investment;



   19. Section 6.9(e) of the Credit Agreement (Fundamental Changes; Disposition of Assets;
Acquisitions) is hereby amended by deleting the existing provision in its entirety and replacing it
with the following:




(e) (i) Permitted Acquisitions to the extent the consideration
does not exceed $75,000,000 in the aggregate plus the amount of any
Acquisition Holdings Contributions from the Closing Date to the date
of determination and (ii) acquisitions by Company of assets
contributed to it by Holdings as equity capital contributions;



   20. Section 6.12 of the Credit Agreement (Transactions with Shareholders and Affiliates) is
hereby amended by deleting the term “DHC Tax Sharing Agreement” and replacing it with “Holdings Tax
Sharing Agreement.”



   21. Section 10.1 of the Credit Agreement (Notices) is hereby amended by adding a “(a)” at the
beginning thereof and inserting the following as clause (b) in its entirety:




(b) Electronic Communications. Notices and other
communications to the Lenders hereunder may be delivered or
furnished by electronic communication (including e mail and Internet
or intranet websites) pursuant to procedures approved by
Administrative Agent, provided that the foregoing shall not
apply to notices to any Lender pursuant to Section 2 if such Lender,
as applicable, has notified Administrative Agent that it is
incapable of receiving notices under such Section by electronic
communication. Administrative Agent or Company may, in its
discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures
approved by it, provided that approval of such procedures
may be limited to particular notices or communications. Unless
Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received
upon the sender’s receipt of an acknowledgement from the intended
recipient (such as by the “return receipt requested” function, as
available, return e-mail or other written acknowledgement),
provided that if such notice or other communication is not
sent during the normal business hours of the recipient, such notice
or communication shall be deemed to have been sent at the opening of



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business on the next Business Day for the recipient, and (ii)
notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended
recipient at its e-mail address as described in the foregoing clause
(i) of notification that such notice or communication is available
and identifying the website address therefor.



          22. Each institution executing this Amendment also agrees to the terms of the limited waiver
to the Intercreditor Agreement dated the date hereof, that allows for the prepayment of the Loans
with the proceeds of the Delayed Draw Term Loans.




ARTICLE TWO: CONDITIONS PRECEDENT TO EFFECTIVENESS




          The provisions set forth in Article One hereof shall be effective as of the date (the
“First Amendment Effective Date”) on which each of the following conditions shall have been
satisfied (or waived in accordance with Section 10.5 of the Credit Agreement):




     1. The Credit Parties, the Administrative Agent and the Requisite Lenders shall have indicated
their consent by the execution and delivery of the signature pages to the Administrative Agent.



     2. The Company shall have paid all fees, costs and expenses owing to the Administrative Agent
and its counsel invoiced to the Company on or before the date hereof and reimbursable by the
Company under the terms of the Credit Agreement.



     3. The Company shall have paid to each Lender executing this First Amendment on or prior to
May 26, 2006, an amendment fee equal to 0.25% of the aggregate amount of such Lender’s outstanding
Loans on the First Amendment Effective Date.



     4. The Company and requisite lenders under the First Lien Credit Agreement shall have executed
and delivered an amendment and restatement of the existing First Lien Credit Agreement and a
consent to the Intercreditor Agreement, in each case on terms reasonably satisfactory to the
Administrative Agent.



ARTICLE THREE: REPRESENTATIONS AND WARRANTIES




     In order to induce the Agents and Lenders to enter into this First Amendment, each Credit
Party represents and warrants to each Agent and each Lender, that:



     1. Representations and Warranties. As of the First Amendment Effective Date, each of
the representations and warranties contained in each of the Credit Documents is true, correct and
complete in all material respects 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 such representations and warranties shall have been true, correct and complete in all material
respects on and as of such earlier date.



     2. Corporate Power and Authority. As of the First Amendment Effective Date, each and
every Credit Party has all requisite power to own and operate its properties, to carry on its
business as now conducted and as proposed to be conducted, to enter into this First Amendment, and
to carry out the transactions contemplated hereby. The execution, delivery and performance of this
First Amendment has been duly authorized by all necessary action on the part of each Credit Party
that is a party to this First Amendment.



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     3. No Conflict; Governmental Consents. The execution, delivery and performance by
each of the Credit Parties to this First Amendment and the consummation of the transactions
contemplated by this First Amendment do not and will not (a) violate any provision of any law or
any governmental rule or regulation applicable to any of the Credit Parties, any Governmental
Authorization, any of the Organizational Documents of Company or any of its Subsidiaries, or any
order, judgment or decree of any court or other agency of government binding on any of the Credit
Parties, (b) conflict with, result in a breach of or constitute (with due notice or lapse of time
or both) a default under any Contractual Obligation of any Credit Party, (c) result in or require
the creation or imposition of any Lien upon any of the material properties or assets of any Credit
Party or any of its Subsidiaries (other than any Liens created under this First Amendment or any of
the other Credit Documents in favor of Collateral Agent on behalf of the Secured Parties) or (d)
require any registration with, consent or approval of, or notice to, or other action to, with or
by, any Governmental Authority or any Person under any Contractual Obligation; except for such
registration, consent or approval obtained by the First Amendment Effective Date and disclosed in
writing to Lenders.



     4. Binding Obligation. This First Amendment has been duly executed and delivered by
each Credit Party and is the legally valid and binding obligation of such Credit Party, enforceable
against such Credit Party in accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights
generally or by equitable principles relating to enforceability.



     5. 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.



ARTICLE FOUR: AGREEMENT, ACKNOWLEDGMENT AND CONSENT




     1. Each of the Company and the Guarantors hereby acknowledges that it has reviewed the terms
and provisions of the Credit Agreement and this First Amendment and consents to the modifications
effected pursuant to this First Amendment. Each of the Company and the Guarantors hereby: (i)
confirms that each Credit Document to which it is a party or otherwise bound and all Collateral
encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent
possible in accordance with the Credit Documents, the payment and performance of all Guaranteed
Obligations under the Credit Agreement and Secured Obligations (as such term is defined in the
Pledge and Security Agreement) under the Pledge and Security Agreement now or hereafter existing
under or in respect of the Credit Agreement, and confirms its grants to the Collateral Agent of a
continuing lien on and security interest in and to all Collateral as collateral security for the
prompt payment and performance in full when due of the Guaranteed Obligations under the Credit
Agreement and the Secured Obligations (as such term is defined in the Pledge and Security
Agreement) under the Pledge and Security Agreement (whether at stated maturity, by acceleration or
otherwise) and (ii) acknowledges and agrees that any of the Credit Documents to which it is a party
or otherwise bound shall continue in full force and effect and that all of its obligations
thereunder shall be valid and enforceable (subject to the qualifications set forth in Section 4.6
of the Credit Agreement) and shall not be impaired or limited by the execution or effectiveness of
this Amendment. Each Credit Party hereby agrees and admits that it has no defenses to or offsets
against any of its obligations to any Agent or any Lender under the Credit Documents.



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



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ARTICLE FIVE: MISCELLANEOUS




     1. This Amendment shall be binding upon the parties hereto and their respective successors and
assigns and shall inure to the benefit of the parties hereto and the successors and assigns of
Lenders. No Credit Party’s rights or obligations hereunder or any interest therein may be assigned
or delegated by any Credit Party without the prior written consent of all Lenders.



     2. Except as expressly amended hereby, the Credit Agreement and all other documents,
agreements and instruments relating thereto are and shall remain unmodified and in full force and
effect. 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, and each reference in
the Notes to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended
hereby, and this First Amendment and the Credit Agreement shall be read together and construed as a
single instrument.



     3. In case any provision in or obligation hereunder shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.



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



     5. 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 any Agent or Lender under, the Credit Agreement or any of the other Credit
Documents.



     6. Section headings herein are included herein for convenience of reference only and shall not
constitute a part hereof for any other purpose or be given any substantive effect.



     7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED
BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     8. This Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument.



     [The remainder of this page is intentionally left
blank.]



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	 	COVANTA ENERGY CORPORATION

 	 
	 	By:  	/s/
Timothy J. Simpson 	 
	 	 	Name:  	Timothy J. Simpson 	 
	 	 	Title:  	Senior Vice President, General Counsel and
Secretary 	 
	 



	 	 	 	 	 
	 	COVANTA HOLDING CORPORATION

 	 
	 	By:  	/s/
Timothy J. Simpson 	 
	 	 	Name:  	Timothy J. Simpson 	 
	 	 	Title:  	Senior Vice President, General Counsel and
Secretary 	 
	 













 





	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH

as Administrative Agent and a Lender,

 	 
	 	By:  	/s/ Thomas R. Cantello
 	 
	 	 	Name:  	THOMAS R. CANTELLO 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                           /s/ James Neira
 	 
	 	 	Name:  	JAMES NEIRA 	 
	 	 	Title:  	ASSOCIATE 	 



S-2










 






	 	 	 	 	 



	 	 	 	 	 	 	 
	 	 	GOLDMAN SACHS CREDIT
PARTNERS L.P.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bruce H. Mendelsohn	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	BRUCE H. MENDELSOHN	 	 
	 

	 	Title:
	 	AUTHORIZED SIGNATORY	 	 






S-3










 







	 	 	 	 	 	 	 	 	 	 	 
	 	 	EATON VANCE SENIOR INCOME TRUST	 	 	 	 	 	 
	 	 	BY: EATON VANCE MANAGEMENT	 	 	 	 	 	 
	 	 	     AS INVESTMENT ADVISOR	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	,	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael B. Botthof	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 	 	 	 	 






 








 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	EATON VANCE	 	 	 	 	 	 
	 	 	LIMITED DURATION INCOME FUND	 	 	 	 	 	 
	 	 	BY: EATON VANCE MANAGEMENT	 	 	 	 	 	 
	 
	 	       AS INVESTMENT ADVISOR	 	 	 	 	 	 
	 

	 	 	 	 	,	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael B. Botthof	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	EATON VANCE SENIOR	 	 	 	 	 	 
	 	 	FLOATING-RATE TRUST	 	 	 	 	 	 
	 	 	BY: EATON VANCE MANAGEMENT	 	 	 	 	 	 
	 
	 	       AS INVESTMENT ADVISOR	 	 	 	 	 	 
	 

	 	 	 	 	,	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael B. Botthof	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 	 	 	 	 






 










 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	EATON VANCE SHORT DURATION	 	 	 	 	 	 
	 	 	DIVERSIFIED INCOME FUND	 	 	 	 	 	 
	 	 	BY: EATON VANCE MANAGEMENT	 	 	 	 	 	 
	 	 	     AS INVESTMENT ADVISOR	 	 	 	 	 	 
	 

	 	 	 	 	,	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael B. Botthof	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 	 	 	 	 






 








 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Harch CLO II Limited	 	 	 	 	 	 
	 

	 	 	 	 	,	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	as a Lender	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael E. Lewitt	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Michael E. Lewitt	 	 	 	 	 	 
	 

	 	Title:
	 	AUTHORIZED SIGNATORY	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 
	 	 	LANDMARK CDO LIMITED	 	 
	 	 	By: Aladdin Capital Management LLC, as Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Angela Bozorgmir	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Angela Bozorgmir	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	LANDMARK II CDO LIMITED	 	 
	 	 	By: Aladdin Capital Management LLC, as Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Angela Bozorgmir	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Angela Bozorgmir	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	LANDMARK III CDO LIMITED	 	 
	 	 	By: Aladdin Capital Management LLC, as Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Angela Bozorgmir	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Angela Bozorgmir	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	LANDMARK IV CDO LIMITED	 	 
	 	 	By: Aladdin Capital Management LLC, as Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Angela Bozorgmir	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Angela Bozorgmir	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	LANDMARK V CDO LIMITED	 	 
	 	 	By: Aladdin Capital Management LLC, as Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Angela Bozorgmir	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Angela Bozorgmir	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	GREYROCK CDO LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Angela Bozorgmir	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Angela Bozorgmir	 	 
	 

	 	Title:
	 	Director	 	 







 









 







	 	 	 	 	 	 	 
	 	 	Grand Central Asset Trust, DHV Series____________,
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Roy Hykal	 	 
	 

	 	Name:
	 	 

ROY HYKAL
	 	 
	 

	 	Title:
	 	Attorney-in-fact	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	,	 	 	 
	 	 	as a lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Diversified Income Strategies Portfolio, Inc.
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ [Illegible]	 	 	 	 
	 

	 	 	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Floating Rate Income
Strategies Fund, Inc.
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ [Illegible]	 	 	 	 
	 

	 	 	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Floating Rate Income Strategies Fund II, Inc.
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ [Illegible]	 	 	 	 
	 

	 	 	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SENIOR HIGH INCOME PORTFOLIO, INC.
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ [Illegible]	 	 	 	 
	 

	 	 	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DEBT STRATEGIES FUND INC.
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ [Illegible]	 	 	 	 
	 

	 	 	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MASTER SENIOR FLOATING
RATE TRUST
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ [Illegible]	 	 	 	 
	 

	 	 	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Merrill Lynch Global: Invest and Series
	 	 	Income Strategies Portfolio
	 

	 	By:
	 	Merrill Lynch Investment Managers, L.P.	 	 	 	 
	 

	 	 	 	as Investment Advisor	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ [Illegible]	 	 	 	 
	 

	 	 	 	 

	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Castle Garden Funding	, 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David H. Lerner	 	 	 	 
	 

	 	Name:
	 	 

DAVID H. LERNER
	 	 	 	 
	 

	 	Title:
	 	AUTHORIZED SIGNATORY	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Credit Suisse Asset Management
	 	 	Syndicated Loan Fund	, 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David H. Lerner	 	 	 	 
	 

	 	Name:
	 	 

DAVID H. LERNER
	 	 	 	 
	 

	 	Title:
	 	AUTHORIZED SIGNATORY	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Atrium III	, 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David H. Lerner	 	 	 	 
	 

	 	Name:
	 	 

DAVID H. LERNER
	 	 	 	 
	 

	 	Title:
	 	AUTHORIZED SIGNATORY	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Atrium IV	, 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David H. Lerner	 	 	 	 
	 

	 	Name:
	 	 

DAVID H. LERNER
	 	 	 	 
	 

	 	Title:
	 	AUTHORIZED SIGNATORY	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	CSAM Funding IV	, 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David H. Lerner	 	 	 	 
	 

	 	Name:
	 	 

DAVID H. LERNER
	 	 	 	 
	 

	 	Title:
	 	AUTHORIZED SIGNATORY	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	CSAM Funding II	, 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David H. Lerner	 	 	 	 
	 

	 	Name:
	 	 

DAVID H. LERNER
	 	 	 	 
	 

	 	Title:
	 	AUTHORIZED SIGNATORY	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	CSAM Funding I	, 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David H. Lerner	 	 	 	 
	 

	 	Name:
	 	 

DAVID H. LERNER
	 	 	 	 
	 

	 	Title:
	 	AUTHORIZED SIGNATORY	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	Grand Central Asset
Trust, PFD
	 	 	Series	, 	 	 	 
	 	 	as a Lender	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	By:
	 	Roy Hykal	 	 	 	 
	 

	 	Name:
	 	 

ROY HYKAL
	 	 	 	 
	 

	 	Title:
	 	Attorney-in-fact	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Canyun Capital CLO 2004-1 Ltd.	, 	 	 	 
	 	 	as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Patrick Dooley	 	 	 	 
	 

	 	Name:
	 	 

Patrick Dooley
	 	 	 	 
	 

	 	Title:
	 	Authorized signatory	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	By:
	 	Canyun Capital Advisors LLC,	 	 	 	 
	 

	 	 	 	a Delaware Limited Liability Company,	 	 	 	 
	 

	 	 	 	its Collateral Manager.	 	 	 	 







 









 







	 	 	 	 	 	 	 
	 	 	Canpartners Investments IV, LLC	, 	 
	 

	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mitchell R. Julis	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Mitchell R. Julis	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 

	 	By:
	 	Canpartners Investments IV, LLC,	 	 
	 

	 	 	 	a California limited liability company	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Fidelity Central Investment
Portfolios LLC; High


 Income Central Investment Portfolio 1,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John H. Costello	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John H. Costello	 	 
	 

	 	Title:
	 	Assistant Treasurer	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Variable Insurance
Products Fund;
High Income
Portfolio,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John H. Costello	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John H. Costello	 	 
	 

	 	Title:
	 	Assistant Treasurer	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Fidelity Advisor
Series II; Fidelity Advisor High Income Fund,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John H. Costello	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John H. Costello	 	 
	 

	 	Title:
	 	Assistant Treasurer	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Fidelity High Yield Bond
Collective Trust, By: Fidelity
Management Trust Company, as
Trustee for the Fidelity Group
Trust for Employee
Benefit Plans, Fidelity High Yield
Collective Trust,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	  /s/ Geoffrey W. Johnson	 	 
	 

	 	 
	 	 
	 

	 	 Name: Geoffrey W. Johnson	 	 
	 

	 	Title: Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	General Motors Investment Management
Corp, By:


Fidelity Management Trust
Company, as Investment



Manager under power of attorney,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 /s/ Geoffrey W.
Johnson	 	 
	 

	 	 
	 	 
	 

	 	Name: Geoffrey W. Johnson	 	 
	 

	 	Title: Vice President	 	 







 









 







	 	 	 	 	 	 	 
	 	 	General Motors Trust
Bank, National Association, By:	 	 
	 	 	Fidelity Management Trust Company, as Investment	 	 
	 	 	Manager under power of
attorney,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Geoffrey W. Johnson
 

Geoffrey W. Johnson
	 	 
	 

	 	Title:
	 	Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Ritchie Energy Trading, Ltd.	 	 
	 	 	By: Ritchie Capital Management, L.L.C.	 	 
	 	 	its Sub-Investment
Advisor, 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John Stocchetti
 

John Stocchetti
	 	 
	 

	 	Title:
	 	CFO	 	 






 









 






	 	 	 	 	 	, 	 
	 	 	 	,	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






	 	 	 	 	 	 	 
	 	 	OCM High Yield Plus Fund, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: OCM High Yield Plus Fund GP, LLC	 	 
	 	 	Its: General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	By: Oaktree Capital Management, LLC	 	 
	 	 	Its: Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Timothy J. Andrews
 

   Timothy J. Andrews
	 	 
	 

	 	 	 	   Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard Ting
 

   Richard Ting
	 	 
	 

	 	 	 	   Senior Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Halcyon Structured Asset Management CLO I Ltd.,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: Halcyon Structured Asset Management L.P., as	 	 
	 	 	Collateral Manager under the Collateral Management	 	 
	 	 	Agreement dated
September 23, 2005 between	 	 
	 	 	 Halcyon Structured Asset Management L.P. and	 	 
	 	 	Halcyon Structured Asset Management CLO I Ltd.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Halcyon Structured Asset Management LLC, its 	 	 
	 	 	sole general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ James W. Sykes
 

James W. Sykes
	 	 
	 

	 	Title:
	 	Managing Principal	 	 







 










 







	 	 	 	 	 	 	 
	 	 	Halcyon Structured
Opportunities Fund L.P.,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 	 	By: Halcyon Structured
Asset  Management, L.P., its
Investment Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James W. Sykes	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	James W. Sykes	 	 
	 

	 	Title:
	 	Managing Principal	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	PIMCO Floating Rate Income Fund	 	 
	 	 	By:	 	Pacific Investment
Management Company LLC,

as its Investment Advisor, acting through Investors

Fiduciary Trust Company in the Nominee Name of IFTCO
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 /s/ Mohan V. Phansalkar	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Mohan V. Phansalkar	 	 
	 

	 	 	 	 	 	Managing Director	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	PIMCO Floating Rate Strategy Fund	 	 
	 	 	By:	 	Pacific Investment
Management Company LLC,

as its Investment Advisor, acting through Investors

Fiduciary Trust Company in the Nominee Name of IFTCO
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Mohan V. Phansalkar	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Mohan V. Phansalkar	 	 
	 

	 	 	 	 	 	Managing Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	LL PEACHTREE FUNDING LLC,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ M. Cristina Higgins	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	M. Cristina Higgins	 	 
	 

	 	Title:
	 	Authorized Agent	 	 






 









 






	 	 	 	 	 	 	 
	 	 	TRS Plainfield LLC	 	 
	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Deirdre Whorton	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Deirdre Whorton	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 







 









 







	 	 	 	 	 	 	 
	 	 	GULF STREAM-COMPASS CLO 2003-1 LTD.

By: Gulf Stream Asset Management LLC

As Collateral Manager	 	 
	 
	 	 	 	 	,	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry K. Love	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Barry K. Love	 	 
	 

	 	Title:
	 	Chief Credit Officer	 	 






 









 






	 	 	 	 	 	 	 
	 	 	GULF STREAM-COMPASS CLO
2002-1 LTD.

By: Gulf Stream Asset Management LLC

As Collateral Manager	 	 
	 
	 	 	 	 	,	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry K. Love	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Barry K. Love	 	 
	 

	 	Title:
	 	Chief Credit Officer	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Harch CLO II Limited	 	 
	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael E. Lewitt	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Michael E. Lewitt	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Essex Park CDO Ltd.

By: Blackstone Debt Advisors L.P.

As Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 	 	 	,	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dean Criares	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Dean Criares	 	 
	 

	 	Title:
	 	Senior Managing Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Lafayette Square CDO
Ltd.

for itself or as agent for

Lafayette Square CDO Ltd.	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dean Criares	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Dean Criares	 	 
	 

	 	Title:
	 	Senior Managing Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Monument Park CDO Ltd.

By: Blackstone Debt Advisors L.P.

As Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dean Criares	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Dean Criares	 	 
	 

	 	Title:
	 	Senior Managing Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Hanover Square CLO Ltd.

By: Blackstone Debt Advisors L.P.

As Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 ,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Dean Criares	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Dean Criares	 	 
	 

	 	Title:
	 	Senior Managing Director	 	 







 









 







	 	 	 	 	 
	 	 	Union Square CDO Ltd.
	 	 	By: Blackstone Debt Advisors L.P.
	 	 	As Collateral Manager
	 
	 	 	 	 
	 

	 	 	 	 
	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Dean Criares
	 

	 	 	 	 
	 

	 	Name:
	 	Dean Criares
	 

	 	Title:
	 	Senior Managing Director






 









 






	 	 	 	 	 
	 	 	Loan Funding VI LLC,
	 	 	for itself or as agent for
	 	 	Corporate Loan Funding VI LLC
	 
	 	 	 	 
	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Dean Criares
	 

	 	 	 	 
	 

	 	Name:
	 	Dean Criares
	 

	 	Title:
	 	Senior Managing Director






 









 






	 	 	 	 	 
	 	 	AVENUE CLO III, LIMITED,
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard D’Addario
	 

	 	 	 	 
	 

	 	Name:
	 	RICHARD D’ADDARIO
	 

	 	Title:
	 	SENIOR PORTFOLIO MANAGER






 









 






	 	 	 	 	 
	 	 	AVENUE CLO FUND, LIMITED,
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard D’Addario
	 

	 	 	 	 
	 

	 	Name:
	 	RICHARD D’ADDARIO
	 

	 	Title:
	 	SENIOR PORTFOLIO MANAGER






 









 







	 	 	 	 	 
	 	 	AVENUE CLO II, LIMITED,
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard D’Addario
	 

	 	 	 	 
	 

	 	Name:
	 	RICHARD D’ADDARIO
	 

	 	Title:
	 	SENIOR PORTFOLIO MANAGER






 









 






	 	 	 	 	 
	 	 	SANDELMAN FINANCE
2006-1, LTD,
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Brad L. Jenkins
	 

	 	 	 	 
	 

	 	Name:
	 	Brad L. Jenkins
	 

	 	Title:
	 	Collateral Adminstrator






 









 






	 	 	 	 	 
	 	 	CEDARVIEW OPPORTUNITIES
	 	 	MASTER FUND L.P.
	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Burton Weinstein
	 

	 	 	 	 
	 

	 	Name:
	 	Burton Weinstein
	 

	 	Title:
	 	Managing Partner






 









 






	 	 	 	 	 
	 	 	Seneca Capital LP
	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Nikola Duravcevic
	 

	 	 	 	 
	 

	 	Name:
	 	Nikola Duravcevic
	 

	 	Title:
	 	Portfolio Manager







 










 







	 	 	 	 	 
	 	 	Camulos Master Fund LP
	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard D. Holahan, Jr.
	 

	 	 	 	 
	 

	 	Name:
	 	RICHARD D. HOLAHAN, JR.
	 

	 	Title:
	 	Authorized Signatory






 









 






	 	 	 	 	 
	 	 	Redwood Master Fund,
Ltd.
	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jonathan Kolatch
	 

	 	 	 	 
	 

	 	Name:
	 	JONATHAN KOLATCH
	 

	 	Title:
	 	Director






 









 






	 	 	 	 	 
	 
	 	 	 	 
	 	 	WIND RIVER CLO I LTD.
	 	 	By: McDonnell
Investment Management, LLC, as Manager
	 
	 	 	 	 
	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kathleen A. Zarn
	 

	 	 	 	 
	 

	 	Name:
	 	Kathleen A. Zarn
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 
	 
	 	 	 	 
	 	 	WIND RIVER CLO II – TATE INVESTORS, LTD.
	 	 	By: McDonnell Investment Management, LLC, as Manager
	 
	 	 	 	 
	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kathleen A. Zarn
	 

	 	 	 	 
	 

	 	Name:
	 	Kathleen A. Zarn
	 

	 	Title:
	 	Vice President






 









 

\




	 	 	 	 	 
	 
	 	 	 	 
	 	 	MCDONNELL LOAN OPPORTUNITY LTD.
	 	 	By: McDonnell Investment Management, LLC,
	 	 	as Investment Manager
	 
	 	 	 	 
	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kathleen A. Zarn
	 

	 	 	 	 
	 

	 	Name:
	 	Kathleen A. Zarn
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 
	 	 	Wells Capital
Management for account # 12222133
	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Philip Susser
	 

	 	 	 	 
	 

	 	Name:
	 	Philip Susser
	 

	 	Title:
	 	Managing Director






 









 






	 	 	 	 	 
	 	 	Wells Capital
Management for account # 13702900
	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Philip Susser
	 

	 	 	 	 
	 

	 	Name:
	 	Philip Susser
	 

	 	Title:
	 	Managing Director






 









 






	 	 	 	 	 
	 	 	Wells Capital
Management for account # 13823100
	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Philip Susser
	 

	 	 	 	 
	 

	 	Name:
	 	Philip Susser
	 

	 	Title:
	 	Managing Director







 










 









	 	 	 	 	 	 	 
	 	 	Wells Capital Management 
for account # 14945000	, 	 
	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Philip Susser	 	 
	 

	 	Name:
	 	 

Philip Susser
	 	 
	 

	 	Title:
	 	Managing Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Wells Capital
Management 
for account # 16463700	, 	 
	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Philip Susser	 	 
	 

	 	Name:
	 	 

Philip Susser
	 	 
	 

	 	Title:
	 	Managing Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Wells Capital Management 
for account # 15605400
	 	 	Vulcan Ventures	, 	 
	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Philip Susser	 	 
	 

	 	Name:
	 	 

Philip Susser
	 	 
	 

	 	Title:
	 	Managing Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Wells Capital Management 
for account # 16017000	, 	 
	 	 	 	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Philip Susser	 	 
	 

	 	Name:
	 	 

Philip Susser
	 	 
	 

	 	Title:
	 	Managing Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Stone Tower Credit Funding I Ltd.	 	 
	 	 	By: Stone Tower Debt Advisors LLC, as its Collateral	 	 
	 	 	Manager,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael W Delpercio	 	 
	 

	 	Name:
	 	 

MICHAEL W DELPERCIO
	 	 
	 

	 	Title:
	 	AUTHORIZED SIGNATORY	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Granite Ventures I Ltd.	 	 
	 	 	By: Stone Tower Debt Advisors LLC, as its Collateral	 	 
	 	 	Manager,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael W Delpercio	 	 
	 

	 	Name:
	 	 

MICHAEL W DELPERCIO
	 	 
	 

	 	Title:
	 	AUTHORIZED SIGNATORY	 	 







 










 







	 	 	 	 	 
	 	 	Granite Ventures II Ltd.
	 	 	By: Stone Tower Debt Advisors LLC, as its Collateral
	 	 	Manager,
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael W Delpercio
	 

	 	 	 	 
	 

	 	Name:
	 	MICHAEL W DELPERCIO
	 

	 	Title:
	 	AUTHORIZED SIGNATORY






 









 






	 	 	 	 	 
	 	 	Stone Tower CDO II Ltd.
	 	 	By: Stone Tower Debt Advisors LLC, as its Collateral
	 	 	Manager,
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael W Delpercio
	 

	 	 	 	 
	 

	 	Name:
	 	MICHAEL W DELPERCIO
	 

	 	Title:
	 	AUTHORIZED SIGNATORY






 









 






	 	 	 	 	 
	 	 	Stone Tower CDO Ltd.
	 	 	By: Stone Tower Debt Advisors LLC, as its Collateral
	 	 	Manager,
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael W Delpercio
	 

	 	 	 	 
	 

	 	Name:
	 	MICHAEL W DELPERCIO
	 

	 	Title:
	 	AUTHORIZED SIGNATORY






 









 






	 	 	 	 	 
	 	 	Stone Tower CLO III Ltd.
	 	 	By: Stone Tower Debt Advisors LLC, as its Collateral
	 	 	Manager,
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael W Delpercio
	 

	 	 	 	 
	 

	 	Name:
	 	MICHAEL W DELPERCIO
	 

	 	Title:
	 	AUTHORIZED SIGNATORY






 









 






	 	 	 	 	 
	 	 	Stone Tower CLO IV Ltd.
	 	 	By: Stone Tower Debt Advisors LLC, as its Collateral
	 	 	Manager,
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael W Delpercio
	 

	 	 	 	 
	 

	 	Name:
	 	MICHAEL W DELPERCIO
	 

	 	Title:
	 	AUTHORIZED SIGNATORY






 









 






	 	 	 	 	 
	 	 	280 FUNDING I
	 
	 	 	 	 
	 

	 	By:
	 	/s/ George Fan
	 

	 	 	 	 
	 

	 	Name:
	 	GEORGE FAN
	 

	 	Title:
	 	AUTHORIZED SIGNATORY







 










 





	 	 	 	 	 
	 	Satellite Senior Income Fund, II,
LLC,

as a Lender

 	 
	 	By:  	/s/
Matthew N. DesChamps	 
	 	 	Name:  	Matthew N. DesChamps	 
	 	 	Title:  	Chief Financial Officer	 




 









 





	 	 	 	 	 
	 	EATON VANCE FLOATING-RATE INCOME
TRUST
 BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR,

as a Lender

 	 
	 	By:  	/s/
Michael B. Botthof	 
	 	 	Name:  	Michael B. Botthof	 
	 	 	Title:  	Vice President	 




 









 




	 	 	 	 	 
	 	Goldman Sachs Credit Partners, L.P.


as a Lender

 	 
	 	By:  	/s/
Buck Ratchford	 
	 	 	Name:  	Buck Ratchford	 
	 	 	Title:  	Authorized Signatory	 



 






 





	 	 	 	 	 
	 	280 FUNDING I

as a Lender

 	 
	 	By:  	/s/
George Fan	 
	 	 	Name:  	George Fan	 
	 	 	Title:  	Authorized Signatory	 




 

















 




	 	 	 	 	 
	 	Hanover Square CLO Ltd.

By: Blackstone Debt Advisors L.P.

As Collateral Manager

as a Lender

 	 
	 	By:  	/s/
Dean Criares	 
	 	 	Name:  	Dean Criares	 
	 	 	Title:  	Senior Managing Director	 




 









 





	 	 	 	 	 
	 	STERLING FARMS FUNDING, INC.,

as a Lender

 	 
	 	By:  	/s/
M. Cristina Higgins	 
	 	 	Name:  	M. Cristina Higgins	 
	 	 	Title:  	Assistant Vice President	 




 









 





	 	 	 	 	 
	 	Wells Capital
Management

for account #16896700

as a Lender

 	 
	 	By:  	/s/ Philip Susser	 
	 	 	Name:  	Philip Susser	 
	 	 	Title:  	Managing Director	 




 









 





	 	 	 	 	 
	 	Wells Capital Management

for account # 16959700

as a Lender	 
	 	 

 
	 
	 	By:  	/s/
Philip Susser	 
	 	 	Name:  	Philip Susser	 
	 	 	Title:  	Managing Director