exhibit10-1.htm


    
Exhibit 10.1

     

    


     

    SECOND AMENDMENT, dated as of
February 25, 2010 (this “Amendment”), to the
Credit Agreement, dated as of April 13, 2006, as amended by the First Amendment
dated December 12, 2006 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”)
among Burlington Coat Factory Warehouse Corporation (the “Borrower”), a
corporation organized under the laws of the State of Delaware, the Facility
Guarantors from time to time party hereto, Bear Stearns Corporate Lending Inc.,
as administrative agent (the “Administrative
Agent”) and as collateral agent (the “Collateral Agent”),
and the Lenders party thereto from time to time.  Capitalized terms
used but not defined herein have the meanings provided in the Credit
Agreement.

     

    WHEREAS,
the Administrative Agent and the Collateral Agent have previously provided
consent in accordance with Section 6.11 of the Credit Agreement for the Loan
Parties to change their respective Fiscal Years; and

     

    WHEREAS,
the Required Lenders are willing to amend the Credit Agreement upon the terms
and subject to the conditions set forth herein.

     

    NOW,
THEREFORE, in consideration of the mutual covenants herein contained and
benefits to be derived herefrom, the parties hereto agree as
follows:

     

    Section
1. Amendments.

     

    (a)           Section
1.01 of the Credit Agreement is hereby amended by adding the following
definition in its proper alphabetical order:

     

    “Transition Period”
means the period from and including May 31, 2009 to and including January 30,
2010.

     

    (b)           Section
1.01 of the Credit Agreement is hereby amended by adding a new proviso at the
end of the definition of “Consolidated EBITDA”
as follows:

     

    “; provided that
Consolidated EBITDA shall be increased or decreased for any period to the extent
necessary to eliminate the effects during such period of any increase or
decrease in legal, auditing, consulting and accounting related expenses
(including changes to accounting systems) for such period relating directly to
the change in Fiscal Year of the Loan Parties to the period of twelve
consecutive Fiscal Months ending the Saturday closest to January 31 of any
calendar year compared to the amount of such expenses that would have been
incurred in such period had such change in Fiscal Year not occurred (as
determined in good faith by the Borrower and as set forth in a certificate of a
Responsible Officer delivered to the Administrative Agent).”

     

    (c)           Section
1.01 of the Credit Agreement is hereby amended by adding a new proviso at the
end of the definition of “Consolidated Interest
Coverage Ratio” as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “; provided, that for
purposes of any calculation of the Consolidated Interest Coverage Ratio as of
the last day of any Fiscal Quarter ending on or after January 30, 2010 and prior
to the completion of the Fiscal Year ending the Saturday closest to January 31,
2011, Consolidated EBITDA and Consolidated Interest Expense shall be determined
for the most recent period of twelve consecutive Fiscal Months of the Borrower
and its Subsidiaries ending on such date.”

    


    (d)           Section
1.01 of the Credit Agreement is hereby amended by deleting the definition of
“Consolidated Leverage
Ratio” contained therein and replacing it with the
following:

     

    ““Consolidated Leverage
Ratio” means, as of any date, the ratio of (a) the sum of (i)
Consolidated Total Debt (other than any portion of such Consolidated Total Debt
that is attributed to Revolving Credit Loans of the Borrower and its
Subsidiaries outstanding at such date) plus (ii) the ABL
Borrowings Amount on such date to (b) Consolidated EBITDA of the Borrower and
its Subsidiaries for the period of four consecutive Fiscal Quarters most
recently ended on or prior to such date, taken as one accounting period; provided, that for
purposes of any calculation of the Consolidated Leverage Ratio as of any date on
or after January 30, 2010 and prior to the completion of the Fiscal Year ending
the Saturday closest to January 31, 2011, Consolidated EBITDA for purposes of
this clause (b) shall be determined for the most recent period of twelve
consecutive Fiscal Months of the Borrower and its Subsidiaries ending on such
date.”

    


    (e)           Section
1.01 of the Credit Agreement is hereby amended by deleting the definition of
“Fiscal Month”
contained therein and replacing it with the following:

     

    “Fiscal Month” means
any fiscal month of any Fiscal Year, which month shall generally consist of
either four (4) or five (5) weeks and shall generally end on the last Saturday
of each calendar month in accordance with the fiscal accounting calendar of BCF
Holdings and its Subsidiaries; provided that
references to “Fiscal Months” (other than a Fiscal Month ending on or prior to
January 2, 2010) shall be deemed to refer to (i) in the case of the Fiscal Month
ending January 30, 2010, the period from and including January 3, 2010 to and
including January 30, 2010, (ii) in the case of the first, third, fourth, sixth,
seventh, ninth and tenth Fiscal Months of each Fiscal Year, the period of four
calendar weeks commencing on the first day following the immediately preceding
fiscal month, (iii) in the case of the second, fifth, eighth and eleventh Fiscal
Months of each Fiscal Year, the period of five calendar weeks commencing on the
first day following the immediately preceding fiscal month and (iv) in the case
of the twelfth Fiscal Month of each Fiscal Year, the period commencing on the
first day immediately following the eleventh Fiscal Month of such Fiscal Year to
and including the last day of such Fiscal Year.

     

    (f)           Section
1.01 of the Credit Agreement is hereby amended by deleting the definition of
“Fiscal
Quarter” contained therein and replacing it with the
following:

     

    ““Fiscal Quarter” means
any fiscal quarter of any Fiscal Year, which quarters shall, subject to SECTION
6.11, generally consist of thirteen (13) weeks or fourteen (14) weeks and shall
generally end on the last Saturday of each May, August, November and February of
such Fiscal Year in accordance with the fiscal accounting calendar of BCF
Holdings and its Subsidiaries; provided that
references to “Fiscal Quarter” (other than a Fiscal Quarter ending on or prior
to November 28, 2009) shall be deemed to refer to (i) in the case of the Fiscal
Quarter ending January 30, 2010, the period from and including November 29, 2009
to and including January 30, 2010, (ii) in the case of the first three Fiscal
Quarters of each Fiscal Year commencing after January 30, 2010, the period of 13
weeks commencing on the day after the last day of the immediately preceding
Fiscal Quarter, and (iii) in the case of the last Fiscal Quarter of each Fiscal
Year commencing after January 30, 2010, the period commencing on the day
immediately following the last day of the third Fiscal Quarter of such Fiscal
Year to and including the last day of such Fiscal Year.”

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (g)           Section
1.01 of the Credit Agreement is hereby amended by deleting the definition of
“Fiscal Year”
contained therein and replacing it with the following:

     

    ““Fiscal Year” means
(i) any period of twelve consecutive Fiscal Months ending on the Saturday
closest to May 31 of any calendar year and on or prior to May 30, 2009, (ii) the
Transition Period and (iii) any period of twelve consecutive Fiscal Months
ending on the Saturday closest to January 31 of any calendar year after January
30, 2010.”

     

    (h)           Section
1.01 of the Credit Agreement is hereby amended by deleting clause (i) of the
first proviso in clause (c) of the definition of “Permitted
Disposition” contained therein and replacing it with the
following:

     

    “(i) such
Store closures and related Inventory dispositions shall not exceed, in any
Fiscal Year of BCF Holdings and its Subsidiaries, 15% of the number of the Loan
Parties’ Stores (it being understood that such maximum amount shall be pro rated
in the case of any Fiscal Year that is a Transition Period based on the ratio of
the number of days in such Transition Period to 365) as of the beginning of such
Fiscal Year (net of Store relocations (i) occurring substantially
contemporaneously, but in no event later than 10 Business Days after the related
Store closure date or (ii) wherein a binding lease has been entered into on or
prior to the related Store closure date) as set forth in the Compliance
Certificate delivered pursuant to SECTION 5.01(d) and”

     

    (i)           Section
1.01 of the Credit Agreement is hereby amended by deleting clause (s) of the
definition of “Permitted
Disposition” contained therein and replacing it with the
following:

     

    “(s)           other
dispositions of assets (other than Real Estate) in an aggregate amount for all
Loan Parties not to exceed $10,000,000 in any Fiscal Year (it being understood
that such maximum amount shall be prorated in the case of any Fiscal Year that
is a Transition Period based on the ratio of the number of days in such
Transition Period to 365), as long as (A) no Event of Default then exists or
would arise therefrom, and (B) such sale or transfer is made for fair market
value and (1) if the sale is made to a Person which is not an Affiliate, the
consideration received for such sale or transfer is at least 85% cash or (2) if
the sale or transfer is to an Affiliate, the entire consideration for such sale
or transfer is paid in cash, and provided that all Net Proceeds, if any,
received in connection with any such sales are applied to the Term Loans if then
required in accordance with SECTION 2.17(a) hereof.”

     

    (j)           Section
6.10(c) of the Credit Agreement is hereby by replaced in its entirety as
follows:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	
              “(c)

            	
              Capital
      Expenditures.  The Borrower shall not, and shall not
      permit any of its Subsidiaries to, make or commit to make any Capital
      Expenditure that would cause the aggregate amount of such Capital
      Expenditures made by the Loan Parties in any Fiscal Year of the Borrower
      to exceed the sum of (i) $110,000,000 (it being understood that such
      maximum amount shall be prorated in the case of any Fiscal Year that is a
      Transition Period based on the ratio of the number of days in such
      Transition Period to 365) (such amount, the “Permitted Capital
      Expenditure Amount”) and (ii) the Available Capital Expenditure
      Amount at the time of such Capital Expenditure; provided that
      to the extent that Capital Expenditures during any Fiscal Year are less
      than the Permitted Capital Expenditure Amount, (x) up to 100% of any such
      unused amount may be carried over for expenditure in the next succeeding
      Fiscal Year and (y) Capital Expenditures made pursuant to this Section
      during any Fiscal Year shall be deemed made, first, in respect of
      Permitted Capital Expenditure Amount and, second, in respect of amounts
      carried over from the prior Fiscal
Year.”

            


    

     

     (k)           Section
6.11 of the Credit Agreement is hereby replaced in its entirety as
follows:

     

    “No Loan
Party will change its Fiscal Year without the prior written consent of the
Agents (it being understood that from and after January 30, 2010, the fiscal
periods of the Loan Parties shall be determined in accordance with the
definitions of Fiscal Month, Fiscal Quarter, and Fiscal Year).”

     

    Section
2. Representations
and Warranties, No Default.  Each Loan Party represents and
warrants to the Lenders as of the date hereof and as of the date of
effectiveness of this Amendment:

     

    (a) This
Amendment has been duly executed, authorized and delivered by the Loan
Parties.

     

    (b) At the
time of and after giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing.

     

    Section
3. Conditions
to Effectiveness of Amendment.  This Amendment will become
effective upon:

     

    (a) receipt
by the Administrative Agent of:

     

    (i) executed
signature pages to this Amendment from the Required Lenders and each Loan Party
that is party to the Credit Agreement;

     

    (ii) payment
from the Borrower of a consent fee payable in Dollars for the account of each
Lender that has returned an executed signature page to this Amendment to the
Administrative Agent at or prior to noon, New York City time on February 25,
2010 (the “Consent Deadline”) in the amount of 0.05% of the principal amount of
such Lender’s outstanding Term Loans; and

     

    (b) payment
by the Borrower of fees in an amount to be separately agreed by the
Administrative Agent and the Borrower and the reasonable, documented,
out-of-pocket costs and expenses of the Administrative Agent in connection with
this Amendment (including the reasonable fees, disbursements and other charges
of Cahill Gordon & Reindel llp as counsel to the
Administrative Agent).

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    Section
4. Counterparts.  This
Amendment may be executed in any number of counterparts and by different parties
hereto on separate counterparts, each of which when so executed and delivered
shall be deemed to be an original, but all of which when taken together shall
constitute a single instrument.  Delivery of an executed counterpart
of a signature page of this Amendment by facsimile transmission or email of a
PDF copy shall be effective as delivery of a manually executed counterpart
hereof.

     

    Section
5. Applicable
Law.  THIS
AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.

     

    Section
6. Headings.  The
headings of this Amendment are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof.

     

    Section
7. Effect of
Amendment.  Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of or otherwise affect the rights and remedies of the Lenders or the
other Secured Parties under the Credit Agreement or any other Loan Document, and
except as expressly set forth herein, shall not alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement or any other provision of either such
agreement or any other Loan Document.  Each and every term, condition,
obligation, covenant and agreement contained in the Credit Agreement or any
other Loan Document is hereby ratified and reaffirmed in all respects and shall
continue in full force and effect.  Each Loan Party reaffirms its
obligations under the Loan Documents to which it is party and the validity of
the Liens granted by it pursuant to the Security Documents.  From and
after the effective date of this Amendment, all references to the Credit
Agreement in any Loan Document shall, unless expressly provided otherwise, refer
to the Credit Agreement as amended by this Amendment.

     


    
      
        
          --

        

         


      

      
        5

        
          

        

      

      
         


      

    




    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.

     

    BURLINGTON
COAT FACTORY WAREHOUSE CORPORATION,

     

    as
Borrower

     

    By:           /s/ Robert
LaPenta                                           

    Name: Robert LaPenta

     

    Title: Vice President and
Treasurer

     

    BURLINGTON
COAT FACTORY HOLDINGS. INC.,

    as a
Facility Guarantor

     

    By:           /s/ Robert
LaPenta                                           

    Name: Robert LaPenta

     

    Title: Vice President and
Treasurer

     

    BURLINGTON
COAT FACTORY INVESTMENT HOLDINGS. INC.,

    as a
Facility Guarantor

     

    By:           /s/ Robert
LaPenta                                           

    Name: Robert LaPenta

     

    Title: Vice President and
Treasurer

     

    EACH OF THE SUBSIDIARIES LISTED ON
ANNEX A HERETO,

    as
Facility Guarantors

     

    By:           /s/ Robert
LaPenta                                           

    Name: Robert LaPenta

     

    Title: Vice President and
Treasurer

     

    BEAR STEARNS CORPORATE LENDING
INC., as Administrative Agent and as Collateral Agent under the Credit
Agreement

    By:           /s/ Dan
Lane                                           

    Name:  DAN LANE

     

    Title:    MANAGING
DIRECTOR

     


    
      
        
          [Signature Page to Second
Amendment]

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    AllianceBernstein Income
Fund Inc.,

     

    as a
Lender,

     

    By: AllianceBernstein,
LP

    Name:           MICHAEL
E. SOHR

    Title:           SENIOR
VICE PRESIDENT

                     /s/
Michael E. Sohr

     

    


     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    Sanford C. Bernstein Funds,
Inc. - Intermediate Duration Portfolio

    as a
Lender,

     

    By: AllianceBernstein,
LP

    Name:           MICHAEL
E. SOHR

    Title:           SENIOR
VICE PRESIDENT

                   /s/
Michael E. Sohr

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    AllianceBernstein
Institutional Investments -

    Senior Loan
Portfolio

    as a
Lender,

     

    By: AllianceBernstein,
LP

    Name:           MICHAEL
E. SOHR

    Title:           SENIOR
VICE PRESIDENT

                   /s/
Michael E. Sohr

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    AllianceBernstein Bond Fund
- Intermediate Bond Portfolio

    as a
Lender,

     

    By: AllianceBernstein,
LP

    Name:           MICHAEL
E. SOHR

    Title:           SENIOR
VICE PRESIDENT

                   /s/
Michael E. Sohr

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    AllianceBernstein High
Income Fund as a Lender,

     

    By: AllianceBernstein,
LP

    Name:           MICHAEL
E. SOHR

    Title:           SENIOR
VICE PRESIDENT

                   /s/
Michael E. Sohr

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    AllianceBernstein Global
High Income Fund as a Lender,

     

    By: AllianceBernstein,
LP

    Name:           MICHAEL
E. SOHR

    Title:           SENIOR
VICE PRESIDENT

                   /s/
Michael E. Sohr

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    AllianceBernstein
Institutional Investments -High - Yield Loan Portfolio (JPY) as a
Lender,

     

    By: AllianceBernstein,
LP

    Name:           MICHAEL
E. SOHR

    Title:           SENIOR
VICE PRESIDENT

                   /s/
Michael E. Sohr

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    AMMC CLO
IV, LIMITED

     

    By:           American
Money Management Corp.,

    as Collateral Manager

     

    as a
Lender,

    


    By:                      /s/ Chester M.
Eng                                           

    Name:  Chester M.
Eng

     

    Title:             Senior
Vice President

     

    By:                                                                

    Name:

     

    Title:

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    AMMC CLO
V, LIMITED

    By:           American
Money Management Corp.,

    as Collateral Manager

     

    as a
Lender,

    


    By:                      /s/ Chester M.
Eng                                           

    Name:  Chester M.
Eng

     

    Title:             Senior
Vice President

     

    By:                                                                

    Name:

     

    Title:

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    AMMC CLO
VI, LIMITED

    By:           American
Money Management Corp.,

    as Collateral Manager

     

    as a
Lender,

    


    By:                      /s/ Chester M.
Eng                                           

    Name:  Chester M.
Eng

     

    Title:             Senior
Vice President

     

    By:                                                                

    Name:

     

    Title:

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    AMMC VII,
LIMITED

    By:           American
Money Management Corp.,

    as Collateral Manager

     

    as a
Lender,

    


    By:                      /s/ Chester M.
Eng                                           

    Name:  Chester M.
Eng

     

    Title:             Senior
Vice President

     

    By:                                                                

    Name:

     

    Title:

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    AMMC
VIII, LIMITED

    By:           American
Money Management Corp.,

    as Collateral Manager

     

    as a
Lender,

    


    By:                      /s/ Chester M.
Eng                                           

    Name:  Chester M.
Eng

     

    Title:             Senior
Vice President

     

    By:                                                                

    Name:

     

    Title:

     

    



    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Citibank,
N.A.,

    as a
Lender,

    


    By:                      /s/ Brian
Blessing                                           

    Name:           Brian
Blessing

    Title:           Attorney-in-Fact

    


    


    


    By:

    Name:

    Title


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Cole
Brook CBNA Loan Funding LLC

    as a
Lender,

    


    By:                 /s/Adam
Kaiser                                                

    Name:           Adam
Kaiser

    Title:           ATTORNEY-IN-FACT

    


    


    


    By:

    Name:

    Title


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    FrontPoint Brookville Master
Fund II Ltd   ,

    as a
Lender,

    


    By:           /s/ Jennifer
Accomando 

    Name:                 Jennifer
Accomando

    Title:                 Authorized
Signatory

    


    


    


    By:                                                                      

    Name:

    Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Denali
Capital LLC, managing member of

    DC
Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO V,
LTD.

    As a Lender,

    


    


    By:                   /s/Nicole D.
Kouba                                

    Name:              
Nicole D. Kouba

    Title:              Vice
President

    


    


    


    Denali
Capital LLC, managing member of

    DC
Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO VI,
LTD.

    As a Lender,

    


    


    By:                   /s/Nicole D.
Kouba                                

    Name:              
Nicole D. Kouba

    Title:              Vice
President

    


    


    


    Denali
Capital LLC, managing member of

    DC
Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO VII,
LTD.

    As a Lender,

    


    


    By:                   /s/Nicole D.
Kouba                                

    Name:              
Nicole D. Kouba

    Title:              Vice
President

    


    


    


    Denali
Capital LLC, managing member of

    DC
Funding Partners LLC, portfolio manager for DENALI CAPITAL CREDIT OPPORTUNITY
FUND FINANCING, LTD.

    As a Lender,

    


    


    By:                   /s/Nicole D.
Kouba                                

    Name:              
Nicole D. Kouba

    Title:              Vice
President

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Aberdeen
Loan Funding, Ltd.

    By:
Highland Capital Management, L.P.,

    As
Collateral Manager

    By:
Strand Advisors, Inc., Its General Partner

    


    


    ,

    as a
Lender,

    


    


    By:                         /s/Jason
Post                                   

    Name:              JASON
POST

    Title:              OPERATIONS
DIRECTOR

    


    


    By:                                                           

    Name:

    Title:

    



    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Armstrong
Loan Funding, LTD.

    By:
Highland Capital Management, L.P.,

    As
Collateral Manager

    By:
Strand Advisors, Inc., Its General Partner

    


    


    ,

    as a
Lender,

    


    


    By:                         /s/Jason
Post                                   

    Name:              JASON
POST

    Title:              OPERATIONS
DIRECTOR

    


    By:                                                           

    Name:

    Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Brentwood
CLO Ltd.

    By:
Highland Capital Management, L.P.,

    As
Collateral Manager

    By:
Strand Advisors, Inc.,

    Its
General Partner

    


    


    ,

    as a
Lender,

    


    


    By:                         /s/Jason
Post                                   

    Name:              JASON
POST

    Title:              OPERATIONS
DIRECTOR

    


    By:                                                           

    Name:

    Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Loan
Funding IV LLC

    By:
Highland Capital Management, L.P., As Collateral Manager

    By:
Strand Advisors, Inc., Its General Partner

    


    


    ,

    as a
Lender,

    


    


    By:                                  /s/Jason
Post                                   

    Name:              JASON
POST

    Title:              OPERATIONS
DIRECTOR

    


    By:                                                          

    Name:

    Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Eastland
CLO, Ltd.

    By:
Highland Capital Management, L.P.,

    As
Collateral Manager

    By:
Strand Advisors, Inc.,

    Its
General Partner

    


    


    ,

    as a
Lender,

    


    


    By:                         /s/Jason
Post                                   

    Name:              JASON
POST

    Title:              OPERATIONS
DIRECTOR

    


    By:                                                           

    Name:

    Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Gleneagles
CLO, Ltd.

    By:
Highland Capital Management, L.P.,

    As
Collateral Manager

    By:
Strand Advisors, Inc., Its General Partner

    


    


    ,

    as a
Lender,

    


    


    By:                         /s/Jason
Post                                   

    Name:              JASON
POST

    Title:              OPERATIONS
DIRECTOR

    


    By:                                                           

    Name:

    Title:

    



    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Grayson
CLO, Ltd.

    By:
Highland Capital Management, L.P.,

    As
Collateral Manager

    By:
Strand Advisors, Inc.,

    Its
General Partner

    


    


    ,

    as a
Lender,

    


    


    By:                         /s/Jason
Post                                   

    Name:              JASON
POST

    Title:              OPERATIONS
DIRECTOR

    


    By:                                                           

    Name:

    Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Greenbriar
CLO, Ltd.

    By:
Highland Capital Management, L.P.,

    As
Collateral Manager

    By:
Strand Advisors, Inc.,

    Its
General Partner

    


    


    ,

    as a
Lender,

    


    


    By:                         /s/Jason
Post                                   

    Name:              JASON
POST

    Title:              OPERATIONS
DIRECTOR

    


    By:                                                           

    Name:

    Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Highland
Loan Funding V Ltd.

    By:
Highland Capital Management, L.P.,

    As
Collateral Manager

    By:
Strand Advisors, Inc., Its General Partner

    


    


    ,

    as a
Lender,

    


    


    By:                         /s/Jason
Post                                   

    Name:              JASON
POST

    Title:              OPERATIONS
DIRECTOR

    


    By:                                                           

    Name:

    Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Jasper
CLO, Ltd.

    By:
Highland Capital Management, L.P.,

    As
Collateral Manager

    By:
Strand Advisors, Inc., Its General Partner

    


    


    ,

    as a
Lender,

    


    


    By:                         /s/Jason
Post                                   

    Name:              JASON
POST

    Title:              OPERATIONS
DIRECTOR

    


    By:                                                           

    Name:

    Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Liberty
CLO, Ltd.

    By:
Highland Capital Management, L.P.,

    As
Collateral Manager

    By:
Strand Advisors, Inc., Its General Partner

    ,

    as a
Lender,

    


    


    By:                         /s/Jason
Post                                   

    Name:              JASON
POST

    Title:              OPERATIONS
DIRECTOR

    


    By:                                                           

    Name:

    Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Red River
CLO Ltd.

    By:
Highland Capital Management, L.P.,

    As
Collateral Manager

    By:
Strand Advisors, Inc., Its General Partner

    ,

    as a
Lender,

    


    


    By:                         /s/Jason
Post                                   

    Name:              JASON
POST

    Title:              OPERATIONS
DIRECTOR

    


    By:                                                           

    Name:

    Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Rockwall
CDO LTD.

    By:
Highland Capital Management, L.P.

    As
Collateral Manager

    By:
Strand Advisors, Inc., It’s General Partner

    ,

    as a
Lender,

    


    


    By:                         /s/Jason
Post                                   

    Name:              JASON
POST

    Title:              OPERATIONS
DIRECTOR

    


    By:                                                           

    Name:

    Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Rockwall
CDO II Ltd.

    By:
Highland Capital Management, L.P.,

    As
Collateral Manager

    By:
Strand Advisors, Inc.,

    Its
General Partner

    ,

    as a
Lender,

    


    


    By:                         /s/Jason
Post                                   

    Name:              JASON
POST

    Title:              OPERATIONS
DIRECTOR

    


    By:                                                           

    Name:

    Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Southfork
CLO, Ltd.

    By:
Highland Capital Management, L.P.,

    As
Collateral Manager

    By:
Strand Advisors, Inc., Its General Partner

    


    


    ,

    as a
Lender,

    


    


    By:                         /s/Jason
Post                                   

    Name:              JASON
POST

    Title:              OPERATIONS
DIRECTOR

    


    By:                                                           

    Name:

    Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Stratford
CLO, Ltd.

    By:
Highland Capital Management, L.P.,

    As
Collateral Manager

    By:
Strand Advisors, Inc.,

    Its
General Partner

    


    ,

    as a
Lender,

    


    


    By:                         /s/Jason
Post                                   

    Name:              JASON
POST

    Title:              OPERATIONS
DIRECTOR

    


    By:                                                           

    Name:

    Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Loan
Funding VII LLC

    By:
Highland Capital Management, L.P.,

    As
Collateral Manager

    By:
Strand Advisors, Inc., Its General Partner

    


    


    ,

    as a
Lender,

    


    


    By:                         /s/Jason
Post                                   

    Name:              JASON
POST

    Title:              OPERATIONS
DIRECTOR

    


    By:                                                           

    Name:

    Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Westchester
CLO, Ltd.

    By:
Highland Capital Management, L.P.,

    As
Collateral Servicer

    By:
Strand Advisors, Inc., Its General Partner

    


    ,

    as a
Lender,

    


    


    By:                         /s/Jason
Post                                   

    Name:              JASON
POST

    Title:              OPERATIONS
DIRECTOR

    


    By:                                                           

    Name:

    Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    JPMorgan Leveraged Loans
Master Fund L.P.,

     

    as a
Lender

     

    


     

    By:           /s/ William J.
Morgan 

     

    Name:                      William
J. Morgan

     

    Title:           Managing
Director

     

    By:                                                                

     

    Name:

     

    Title:

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Titanium Trading Partners,
LLC,

     

    as a
Lender

     

    


     

    By:           /s/ William J.
Morgan 

     

    Name:                      William
J. Morgan

     

    Title:           Managing
Director

     

    By:                                                                

     

    Name:

     

    Title:

     

     
 

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


      Rosedale CLO LTD

                                   By: Princeton
Advisory Group, Inc.       

                                   as Collateral
Manager

     

    


     

    By:           /s/ Anna Chin 

     

    Name:   Anna
Chin

     

    Title: Senior Analyst

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Rosedale CLO II LTD

                            
By: Princeton Advisory Group, Inc.

                                    as Collateral
Manager

     

    


     

    By:           /s/ Anna Chin 

     

    Name:    Anna
Chin

     

    Title: Senior Analyst

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    APOSTLE
LOOMIS SAYLES

     

    CREDIT
OPPORTUNITIES FUND,

     

    As
Lender

     

    By:  Loomis,
Sayles & Company, L.P.,

     

    Its Investment Manager

     

    By:  Loomis,
Sayles & Company, Incorporated,

     

    Its General Partner

     

    ,

     

    as a
Lender,

     

    


     

    


     

    By:          /s/ Mary
McCarthy                                           

     

    Name:  Mary
McCarthy

     

    Title:    Vice
President

     

    


     

    


     

    By:                                                                

     

    Name:

     

    Title:

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    APOSTLE
LOOMIS SAYLES

     

    SENIOR
LOAN FUND,

     

    As
Lender

     

    By:  Loomis,
Sayles & Company, L.P.,

     

    Its Investment Manager

     

    By:  Loomis,
Sayles & Company, Incorporated,

     

    Its General Partner

     

    ,

     

    as a
Lender,

     

    


     

    


     

    By:         /s/ Mary
McCarthy                                           

     

    Name:  Mary
McCarthy

     

    Title:    Vice
President

     

    


     

    


     

    By:                                                                

     

    Name:

     

    Title:

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    CONFLUENT
4 LIMITED,

     

    As
Lender

     

    By:  Loomis,
Sayles & Company, L.P.,

     

    As Sub-Manager

     

    By:  Loomis,
Sayles & Company, Incorporated,

     

    Its General Partner

     

    ,

     

    as a
Lender,

     

    


     

    


     

    By:       
/s/ Mary
McCarthy                                           

     

    Name:  Mary
McCarthy

     

    Title:    Vice
President

     

    


     

    


     

    By:                                                                

     

    Name:

     

    Title:

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    LOOMIS
SAYLES CLO I, LTD.

     

    As
Lender

     

    By:  Loomis,
Sayles & Company, L.P.,

     

    Its Collateral Manager

     

    By:  Loomis,
Sayles & Company, Incorporated,

    Its General Partner

    ,

    as a
Lender,

    


    


    By:           /s/ Mary
McCarthy                                

    Name:  Mary
McCarthy

    Title:    Vice
President

    


    By:                                                                

    Name:

    Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    LOOMIS
SAYLES

    LEVERAGED
SENIOR LOAN FUND LTD.,

    As
Lender

    


     

    By:  Loomis,
Sayles & Company, L.P.,

    Its Investment Manager

    


     

    By:  Loomis,
Sayles & Company, Incorporated,

    Its General Partner

    ,

    as a
Lender,

    


    


    By:           /s/ Mary
McCarthy                                           

    Name:  Mary
McCarthy

    Title:    Vice
President

    


    


    By:                                                                

    Name:

    Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    THE
LOOMIS SAYLES

    SENIOR
LOAN FUND, LLC,

    As
Lender

    


    By:  Loomis,
Sayles & Company, L.P.,

    Its Managing Member

    


    By:  Loomis,
Sayles & Company, Incorporated,

    Its General Partner

    ,

    as a
Lender,

    


    By:           /s/ Mary
McCarthy                                

    Name:  Mary
McCarthy

    Title:    Vice
President

    


    


    By:                                                                

    Name:

    Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    NATIXIS
LOOMIS SAYLES

    SENIOR
LOAN FUND,

    As
Lender

    


    By:  Loomis,
Sayles & Company, L.P.,

    Its Investment Manager

    


    By:  Loomis,
Sayles & Company, Incorporated,

    Its General Partner

    ,

    as a
Lender,

    


    


    By:           /s/ Mary
McCarthy                                           

    Name:  Mary
McCarthy

    Title:    Vice
President

    


    


    By:                                                                

    Name:

    Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    NACM CLO
I

     

    as a
Lender,

     

    


     

    By:          /s/ Joanna
Willars                                

     

    Name:                      Joanna
Willars

     

    Title:           VP,
Authorized Signatory

     

    By:                                N/A                                

     

    Name:

     

    Title:

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    NACM CLO
II,

     

    as a
Lender,

     

    


     

    By:           /s/ Joanna
Willars                                

     

    Name:                      Joanna
Willars

     

    Title:           VP,
Authorized Signatory

     

    By:                                N/A                                

     

    Name:

     

    Title:

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    ORIX
FINANCE CORP.

     

    


     

    


     

    By:                      /s/ Christopher L.
Smith                                           

     

    Name:                      Christopher
L. Smith

     

    Title:           Authorized
Representative

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    REDWOOD
FUNDING                              ,

     

    as a
Lender,

     

    By: /s/ Arlene
Arellano                                                                

           Name:
ARLENE ARELLANO

           Title:   AUTHORIZED
SIGNATORY

    


     

    By:                   

           Name:

           Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


     SOVEREIGN BANK as a
Lender,

    


    By: /s/ Charles H.
O’Donnell                                                                

     

           Name:                   Charles
H. O’Donnell

     

           Title:                   Senior
Vice President

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    STICHTING
DEPOSITARY APG FIXED INCOME CREDITS POOL, as a Lender

     

    By:    apg
Asset Management US Inc.

     

    


     

    By: 
/s/ Michael J.
Leiva                                              

     

           Name:                   Michael
Leiva

     

           Title:                   Portfolio
Manager

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Taconic
Capital Partners 1.5 L.P.

     

     

     

    By:    Taconic
Capital Advisors LP, as

     

    


     

    Investment
Advisor

     

    


     

    By: /s/ Jon
Jachman                                                                

     

           Name:                   Jon
Jachman

     

           Title:                   Principal

     

    


     

    By:                   

           Name:

     

           Title:

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Taconic
Opportunity Fund L.P.

     

    


     

    By:    Taconic
Capital Advisors LP, as

     

    


     

    Investment
Advisor

     

    


     

    By: /s/ Jon
Jachman                                                                

     

           Name:                   Jon
Jachman

     

           Title:                   Principal

     

    


     

    By:                   

           Name:

     

           Title:

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Taconic
Market Dislocation Fund II L.P.

     

    


     

    By:    Taconic
Capital Advisors LP, as

     

    


     

    Investment
Advisor

     

    


     

    By: /s/ Jon
Jachman                                                                

     

           Name:                   Jon
Jachman

     

           Title:                   Principal

     

    


     

    By:                   

           Name:

     

           Title:

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Taconic
Market Dislocation Master Fund II L.P.

     

     

    By:    Taconic
Capital Advisors LP, as

     

     

    Investment
Advisor

     

    


     

    By: /s/ Jon
Jachman                                                                

     

           Name:                   Jon
Jachman

     

           Title:                   Principal

     

    


     

    By:                   

           Name:

     

           Title:

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Thrivent Financial for
Lutherans                  ,

    as a
Lender,

    


    By: /s/ Conrad
Smith                                                                

     

           Name:                   Conrad
Smith

     

           Title:                   Sr
Portfolio Manager

     

    By:                   

           Name:

     

           Title:

     

    


     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Victoria Court CBNA Loan
Funding LLC

     

    as a
Lender,

     

    By: /s/ Adam
Kaiser                                                                

     

           Name:                   Adam
Kaiser

     

           Title:                   ATTORNEY-IN-FACT

     

    By:                   

           Name:

     

           Title:

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    Stanfield
Arnage CLO Ltd.

    By:
Stanfield Capital Partners, LLC

    as its
Collateral Manager

    __________________________________,

    as a
Lender,

    


    By: /s/ Christopher
Jansen­­­­­­­­­­­­­_____________

           Name:                   Christopher
Jansen

           Title:                   Managing
Partner

    


    By:             N/A______________________
 

            Name:

            Title:

    


     

    



    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Stanfield
AZURE CLO, Ltd.

    By:
Stanfield Capital Partners, LLC

    as its
Collateral Manager

    __________________________________,

    as a
Lender,

    


    By: /s/ Christopher
Jansen­­­­­­­­­­­­­_____________

           Name:                   Christopher
Jansen

           Title:                   Managing
Partner

    


    By:             N/A______________________
 

            Name:

            Title:

    


     

     


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Stanfield
Bristol CLO, Ltd.

    By:
Stanfield Capital Partners LLC

    as it
Collateral Manager

    __________________________________,

    as a
Lender,

    


    By: /s/ Christopher
Jansen­­­­­­­­­­­­­_____________

           Name:                   Christopher
Jansen

           Title:                   Managing
Partner

    


    By:             N/A______________________
 

            Name:

                                                                                       Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Stanfield
Carrera CLO, Ltd.

    By:
Stanfield Capital Partners LLC

    as its
Asset Manager

    


    __________________________________,

    as a
Lender,

    


    By: /s/ Christopher
Jansen­­­­­­­­­­­­­_____________

           Name:                   Christopher
Jansen

           Title:                   Managing
Partner

    


    By:             N/A______________________
 

            Name:

                                                                                       Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Stanfield
Daytona CLO, Ltd.

    By:
Stanfield Capital Partners LLC

    as its
Collateral Manager

    __________________________________,

    as a
Lender,

    


    By: /s/ Christopher
Jansen­­­­­­­­­­­­­_____________

           Name:                   Christopher
Jansen

           Title:                   Managing
Partner

    


    By:             N/A______________________
 

            Name:

                                                                                       Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Stanfield
McLaren CLO, Ltd.

    By:
Stanfield Capital Partners LLC

    as its
Collateral Manager

    


    __________________________________,

    as a
Lender,

    


    


    By: /s/ Christopher
Jansen­­­­­­­­­­­­­_____________

           Name:                   Christopher
Jansen

           Title:                   Managing
Partner

    


    


    By:             N/A______________________
 

            Name:

                                                                                       Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Stanfield
Modena CLO, Ltd.

    By:
Stanfield Capital Partners LLC

    as its
Asset Manager

    __________________________________,

    as a
Lender,

    


    


    By: /s/ Christopher
Jansen­­­­­­­­­­­­­_____________

           Name:                   Christopher
Jansen

           Title:                   Managing
Partner

    


    


    By:             N/A______________________
 

            Name:

                                                                                       Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Stanfield
Vantage CLO, Ltd.

    By:
Stanfield Capital Partners LLC

    as its
Asset Manager

    


    __________________________________,

    as a
Lender,

    


    


    By: /s/ Christopher
Jansen­­­­­­­­­­­­­_____________

           Name:                   Christopher
Jansen

           Title:                   Managing
Partner

    


    


    By:             N/A______________________
 

            Name:

                                                                                       Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Stanfield
Veyron CLO, Ltd.

    By:
Stanfield Capital Partners LLC

    as its
Collateral Manager

    __________________________________,

    as a
Lender,

    


    


    By: /s/ Christopher
Jansen­­­­­­­­­­­­­_____________

           Name:                   Christopher
Jansen

           Title:                   Managing
Partner

    


    


    By:             N/A______________________
 

            Name:

                                                                                       Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    GMAM
Group Pension Trust I

    By: State
Street Bank & Trust Company as Trustee

    For GMAM
Group Pension Trust I

    


    


    By: /s/ Timothy
Norton­­­­­­­­­­­­­_____________

           Name:                   Timothy
Norton

           Title:                   Officer


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Credos
Floating Rate Fund, L.P.

    


    By:
Shenkman Capital Management, Inc., its General Partner

    


    By /s/ Richard H.
Weinstein____________

           Name:                   Richard
H. Weinstein

           Title:                   Executive
Vice President

     
 

     
 


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Tavitian
Foundation, Inc.

    


    By:
Shenkman Capital Management, Inc., as Investment Manager

     
 

    By: /s/ Richard H.
Weinstein­­­_________ _

           Name:                   Richard
H. Weinstein

           Title:                   Executive
Vice President


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Trustees
Of The University Of Pennsylvania

    


    By:
Shenkman Capital Management, Inc., as Investment Manager

     
 

    By: /s/ Richard H.
Weinstein­­­_________ _

           Name:                   Richard
H. Weinstein

           Title:                   Executive
Vice President


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Trimaran
CLO IV Ltd

    By
Trimaran Advisors, L.L.C.

    as a
Lender,

     

    


    


    By: /s/ Dominick J.
Mazzitelli­­­_________ _

           Name:                   Dominick
J. Mazzitelli­­­

           Title:                   Managing
Director

     
 


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Trimaran
CLO V Ltd

    By
Trimaran Advisors, L.L.C.

    as a
Lender,

     
 

     

    By: /s/ Dominick J.
Mazzitelli­­­_________ _

           Name:                   Dominick
J. Mazzitelli­­­

           Title:                   Managing
Director

    



    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Trimaran
CLO VI Ltd

    By
Trimaran Advisors, L.L.C.

    as a
Lender,

    


    


     

    


    By: /s/ Dominick J.
Mazzitelli­­­_________ _

           Name:                   Dominick
J. Mazzitelli­­­

           Title:                   Managing
Director

    



    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Trimaran
CLO VII Ltd

    By
Trimaran Advisors, L.L.C.

    as a
Lender,

    


     
 


    By: /s/ Dominick J.
Mazzitelli­­­_________ _

           Name:                   Dominick
J. Mazzitelli­­­

           Title:                   Managing
Director

    



    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    This
consent is made severally and not jointly by the following Lenders, acting in
each case through the undersigned investment advisor:

    


    T. Rowe
Price Institutional Floating Rate Fund

    


    U.A.I.
(Luxembourgh) Investment S.`a.r.l.

    


    By: T.
Rowe Price Associates, Inc. as investment advisor:

    


    By: /s/ Brian
Burns           _________
_

           Name:                   Brian
Burns

           Title:                   Vice
President

    



    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Wells Fargo Bank
N.A.                         ,

    as a
Lender,

    


    


    By: /s/ George
Wick        _________
_

           Name:                   GEORGE
WICK

           Title:                   EVP

    


    By: ______________        _________
_

           Name:

           Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Retail Apparel Investors II
Trust,

    as a
Lender,

    


    By:
Wilmington Trust Company, not in its individual capacity, but solely as owner
trustee under the Trust Agreement dated September 18, 2007

     
 

    By: /s/ Joseph B.
Feil           _________
_

           Name:                   Joseph
B. Feil

           Title:                   Vice
President

    



    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    J.P. Morgan Whitefriars
Inc.,

    as a
Lender,

    


    


    By: /s/ Virginia R.
Conway      _________ _

           Name:                   Virginia
R. Conway

           Title:                   Attorney
- in - Fact


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    HarbourView CLO
2006-1                       ,

    as a
Lender,

    


    By: /s/ Bill
Campbell           _________
_

           Name:                   Bill
Campbell

           Title:                   AVP

    


    By:                                         _________
_

           Name:

           Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Oppenheimer Master Loan
Fund,
LLC         ,

    as a
Lender,

    


    By: /s/ Bill
Campbell           _________
_

           Name:                   Bill
Campbell

           Title:                   AVP

    


    By:                                         _________
_

           Name:

           Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Oppenheimer Senior Floating
Rate Fund,

    as a
Lender,

    


    By: /s/ Bill
Campbell           _________
_

           Name:                   Bill
Campbell

           Title:                   AVP

    


    By:                                         _________
_

           Name:

           Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    The
Norinchukin Trust & Banking Co., Ltd. acting as Trustee for Trust
Account

    No. 430000 -
109                                          ,

    as a
Lender,

    


    By: /s/ Eiji
Aoki           _________
_

           Name:                   Eiji
Aoki

           Title:                   Chief
Manager

    


    By:                                         _________
_

           Name:

           Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    AIB Debt Management,
Limited,

    as a
Lender,

    


    By: /s/ Brent
Phillips           _________
_

           Name:                   Brent
Phillips

           Title:                   Vice
President

    Investment Advisor to AIB

    Debt Management, Limited

    


    By:    /s/ Martin
Chin                      ____

           Name:                   Martin
Chin

           Title:                   Senior
Vice President

    Investment Advisor to AIB

    Debt Management,
Limited


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    ENDURANCE CLO I,
LTD.,

    as a
Lender,

    


    By: West
Gate Horizons Advisors LLC,

            as
Portfolio Manager

    


    By: /s/ Cheryl A.
Wasilewski_______ _

           Name:                   Cheryl
A. Wasilewski

           Title:                   Senior
Credit Analyst

    



    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    WG HORIZONS CLO
I,

    as a
Lender,

    


    By: West
Gate Horizons Advisors LLC,

            as
Manager

    


    


    By: /s/ Cheryl A.
Wasilewski_______ _

           Name:                   Cheryl
A. Wasilewski

           Title:                   Senior
Credit Analyst

    



    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    BANK OF AMERICA,
N.A.,_________

    as a
Lender,

    


    By: /s/ Jonathan M.
Barnes  _________ _

           Name:                   Jonathan
M. Barnes

           Title:                   Vice
President

    


    By:                                                      ____

           Name:

           Title:


    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    ABS Loans
2007 Limited, a

    subsidiary
of Goldman Sachs

    Institutional
Funds II PLC,

    as a
Lender,

    


    


    by /s/ Keith
Rothwell______________

          Name:   KEITH
ROTHWELL

          Title:                   AUTHORIZED
SIGNATORY

    


    


     

    
      
        
                                                [Signature
Page to Second Amendment]

           

        

         


      

      
         


        
          

        

      

      
         


      

    

    
      
        
        

      

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        



    

    Genesis
CLO 2007-1,

    as a
Lender,

    


    By: Ore
Hill Partners, its Collateral Manager

    


    


    


    By:    /s/ Claude
Baum                      ____

           Name:                   Claude
Baum

           Title:                   General
Counsel

    


    


    
      
        
                [Signature Page to Second
Amendment]

        

        
           


          
            

          

        

        
           


        

      

    

    


    1888
Fund, Ltd

    


    By:
Guggenheim Investment Management, LLC as Collateral Manager,

    as a
Lender,

    


    


    By:    /s/
Kaitlin
Trinh                      ____

           Name:                   Kaitlin
Trinh

           Title:                   Director

    


    By:        N/A                                     ____

           Name:

           Title:

    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    Copper
River CLO Ltd

    


    By:
Guggenheim Investment Management, LLC as Collateral Manager,

    as a
Lender,

    


    


    By:    /s/
Kaitlin
Trinh                      ____

           Name:                   Kaitlin
Trinh

           Title:                   Director

    


    


    By:         N/A                                     ____

           Name:

           Title:

    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    Green
Lane CLO Ltd

    


    By:
Guggenheim Investment Management, LLC as Collateral Manager,

    as a
Lender,

    


    


    By:    /s/
Kaitlin
Trinh                      ____

           Name:                   Kaitlin
Trinh

           Title:                   Director

    


    


    By:         N/A                                     ____

           Name:

           Title:

    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    Kennecott
Funding Ltd

    


    By:
Guggenheim Investment Management, LLC as Collateral Manager,

    as a
Lender,

    


    


    By:    /s/
Kaitlin
Trinh                      ____

           Name:                   Kaitlin
Trinh

           Title:                   Director

    


    


    By:         N/A                                     ____

           Name:

           Title:

    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    Sands
Point Funding Ltd

    


    By:
Guggenheim Investment Management, LLC as Collateral Manager,

    as a
Lender,

    


    By:    /s/
Kaitlin
Trinh                      ____

           Name:                   Kaitlin
Trinh

           Title:                   Director

    


    


    By:         N/A                                     ____

           Name:

           Title:

    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    CLC
Leveraged Loan Trust

    


    By:
Challenger Life Nominees PTY Limited as Trustee

    


    By:
Guggenheim Investment Management, LLC as Manager,

    


    


    as a
Lender,

    


    


    By:    /s/
Kaitlin
Trinh                      ____

           Name:                   Kaitlin
Trinh

           Title:                   Director

    


    


    By:         N/A                                     ____

           Name:

           Title:

    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    ________________________________,

    as a
Lender,

    


    By:                                                 ____

           Name:                   Barry
Love

           Title:                   Chief
Credit Officer

    


    By:         /s/
Barry K.
Love                  ____

           Name:                   BARRY
K. LOVE

           Title:                   Chief
Credit Officer

    


    GULF
STREAM-COMPASS CLO 2002-I,
LTD                     GULF
STREAM-SEXTANT CLO 2006-I, LTD

    By: Gulf
Stream Asset Management
LLC                                 By:
Gulf Stream Asset Management LLC

    As
Collateral
Manager                                                               As
Collateral Manager

    


    GULF
STREAM-COMPASS CLO 2003-I,
LTD                     GULF
STREAM-RASHINBAN CLO 2006-I, LTD

    By: Gulf
Stream Asset Management
LLC                                 By:
Gulf Stream Asset Management LLC

    As
Collateral
Manager                                                               As
Collateral Manager

     
 

    GULF
STREAM-COMPASS CLO 2004-I,
LTD                     GULF
STREAM-SEXTANT CLO 2007-I, LTD

    By: Gulf
Stream Asset Management
LLC                                 By:
Gulf Stream Asset Management LLC

    As
Collateral
Manager                                                               As
Collateral Manager

    


    GULF
STREAM-COMPASS CLO 2005-I,
LTD                     GULF
STREAM-COMPASS CLO 2007-I, LTD

    By: Gulf
Stream Asset Management
LLC                                 By:
Gulf Stream Asset Management LLC

    As
Collateral
Manager                                                               As
Collateral Manager

    


    GULF
STREAM-COMPASS CLO 2005-II,
LTD                     NEPTUNE
FINANCE CCS, LTD

    By: Gulf
Stream Asset Management
LLC                                 By:
Gulf Stream Asset Management LLC

    As
Collateral
Manager                                                               As
Collateral Manager

    


    


    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    MACQUARIE
BANK LIMITED, as a Lender,

    


    By:      /s/
Amber
Riley                       ____

           Name:                   Amber
Riley

           Title:                   Associate
Director

    Legal Risk Management

    Fixed Income, Currencies
and

    Commodities

    


    By:         /s/
Russell
Piggott                  ____

           Name:                   Russell
Piggott

           Title:                   Division
Director

    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    Silver Crest CBNA Loan
Funding LLC    , as a Lender,

    


    By:      /s/
Adam
Kaiser                       ____

           Name:                   Adam
Kaiser

           Title:                   ATTORNEY-IN-FACT

    


    By:                                                       ____

           Name:

           Title:

    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    CANNINGTON
FUNDING LTD.

    Silvermine
Capital Management LLC

    As
Investment Manager

    as a
Lender,

    


    


    By:      /s/
Richard F.
Kurth              ____

           Name:                   Richard
F. Kurth

           Title:                   Managing
Director

    Silvermine Capital

    Management, LLC

    


    


    By:                                                    ____

           Name:                   

           Title:

    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    ECP CLO
2008-1, LTD

    Silvermine
Capital Management LLC

    As
Portfolio Manager

    


    


    as a
Lender,

    


    


    By:      /s/
Richard F.
Kurth              ____

           Name:                   Richard
F. Kurth

           Title:                   Managing
Director

    Silvermine Capital

    Management, LLC

    


    By:                                                    ____

           Name:                   

           Title:

    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    GREENS
CREEK FUNDING LTD.

    Silvermine
Capital Management LLC

    As
Investment Manager

    


    


    as a
Lender,

    


    


    By:      /s/
Richard F.
Kurth              ____

           Name:                   Richard
F. Kurth

           Title:                   Managing
Director

    Silvermine Capital

    Management, LLC

    


    By:                                                    ____

           Name:                   

           Title:

    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    COMSTOCK
FUNDING LTD.

    Silvermine
Capital Management LLC

    As
Collateral Manager

    


    


    as a
Lender,

    


    


    By:      /s/
Richard F.
Kurth              ____

           Name:                   Richard
F. Kurth

           Title:                   Managing
Director

    Silvermine Capital

    Management, LLC

    


    By:                                                    ____

           Name:                   

           Title:

    


     

    


    


    
      
        
                [Signature Page to Second
Amendment]

        

        
           


          
            

          

        

        
           


        

      

    

    


     

    
      	 
      	
              ACA
      CLO 2005-1, LTD

              as
      a Lender,

               

              By:           /s/ Vinnie
      Ingato                                 

              Name:           Vinnie
      Ingato

              Title:           S.P.M.

               

              By:           ______________________________

              Name:

              Title:

               

            


    

    


    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              ACA
      CLO 2006-1, LTD

              as
      a Lender,

               

              By:           /s/ Vinnie
      Ingato                                 

              Name:           Vinnie
      Ingato

              Title:           S.P.M.

               

              By:           ______________________________

              Name:

              Title:

               

            


    

    


    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              ACA
      CLO 2006-2, LTD

              as
      a Lender,

               

              By:           /s/ Vinnie
      Ingato                                 

              Name:           Vinnie
      Ingato

              Title:           S.P.M.

               

              By:           ______________________________

              Name:

              Title:

               

            


    

    


    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              ACA
      CLO 2007-1, LTD

              as
      a Lender,

               

              By:           /s/ Vinnie
      Ingato                                 

              Name:           Vinnie
      Ingato

              Title:           S.P.M.

               

              By:           ______________________________

              Name:

              Title:

               

            


    

    


    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Apidos
      CDO I

              as
      a Lender,

               

              By:           /s/ Vinnie
      Ingato                                 

              Name:           Vinnie
      Ingato

              Title:           S.P.M.

               

              By:           ______________________________

              Name:

              Title:

               

            


    

    


    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Apidos
      CDO II

              as
      a Lender,

               

              By:           /s/ Vinnie
      Ingato                                 

              Name:           Vinnie
      Ingato

              Title:           S.P.M.

               

              By:           ______________________________

              Name:

              Title:

               

            


    

    


    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Apidos
      CDO IV

              as
      a Lender,

               

              By:           /s/ Vinnie
      Ingato                                 

              Name:           Vinnie
      Ingato

              Title:           S.P.M.

               

              By:           ______________________________

              Name:

              Title:

               

            


    

    


    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Apidos
      Quattro CDO

              as
      a Lender,

               

              By:           /s/ Vinnie
      Ingato                                 

              Name:           Vinnie
      Ingato

              Title:           S.P.M.

               

              By:           ______________________________

              Name:

              Title:

               

            


    

    


    


    
      
        
           


        

        
                [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Apidos
      CDO V

              as
      a Lender,

               

              By:           /s/ Vinnie
      Ingato                                 

              Name:           Vinnie
      Ingato

              Title:           S.P.M.

               

              By:           ______________________________

              Name:

              Title:

               

            


    

    


    


    
      
        
           


        

        
               [Signature Page to Second Amendment]


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Apidos
      Cinco CDO

              as
      a Lender,

               

              By:           /s/ Vinnie
      Ingato                                 

              Name:           Vinnie
      Ingato

              Title:           S.P.M.

               

              By:           ______________________________

              Name:

              Title:

               

            


    

    


    


    
      
        
           


        

        
                [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    as
Lenders,

    


    


    


    ARES
IIIR/IVR CLO LTD.

    BY:           ARES
CLO MANAGEMENT IIIR/IVR, L.P., ITS ASSET MANAGER

    BY:           ARES
CLO GP IIIR/IVR, LLC, ITS GENERAL PARTNER

    BY:           ARES
MANAGEMENT LLC, ITS MANAGER

    


    


    


    By:           /s/ Americo
Cascella                           

    Name:           Americo
Cascella

    Title:           Vice
President

    


    


    


    


    


    


    


    


    


    ARES VR
CLO LTD.

    


    BY:           ARES
CLO MANAGEMENT VR, L.P., ITS INVESTMENT MANAGER

    


    BY:           ARES
CLO GP VR, LLC, ITS GENERAL PARTNER

    


    BY:           ARES
MANAGEMENT LLC, ITS MANAGER

    


    


    


    By:           /s/ Americo
Cascella                           

    Name:           Americo
Cascella

    Title:           Vice
President

    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    ARES VIR
CLO LTD.

    


    BY:           ARES
CLO MANAGEMENT VIR, L.P., ITS INVESTMENT MANAGER

    


    BY:           ARES
CLO GP VIR, LLC, ITS GENERAL PARTNER

    


    BY:           ARES
MANAGEMENT LLC, ITS MANAGER

    


    


    


    By:           /s/ Americo
Cascella                           

    Name:           Americo
Cascella

    Title:           Vice
President

    


    


    


    


    


    


    


    


    


    ARES VIII
CLO LTD.

    


    BY:           ARES
CLO MANAGEMENT VIII, L.P., ITS INVESTMENT MANAGER

    


    BY:           ARES
CLO GP VIII, LLC, ITS GENERAL PARTNER

    


    BY:           ARES
MANAGEMENT LLC, ITS MANAGER

    


    


    


    By:           /s/ Americo
Cascella                           

    Name:           Americo
Cascella

    Title:           Vice
President

    


    
      
        
           


        

        
               [Signature Page to Second Amendment]


          
            

          

        

        
           


        

      

    

    


    


    ARES XI
CLO LTD.

    BY:           ARES
CLO MANAGEMENT XI, L.P., ITS ASSET MANAGER

    BY:           ARES
CLO GP XI, LLC, ITS GENERAL PARTNER

    BY:           ARES
MANAGEMENT LLC, ITS MANAGER

    


    


    


    By:           /s/ Americo
Cascella                           

    Name:           Americo
Cascella

    Title:           Vice
President

    


    


    


    


    


    


    


    


    


    ARES XII
CLO LTD.

    


    BY:           ARES
CLO MANAGEMENT XII, L.P., ITS ASSET MANAGER

    


    BY:           ARES
CLO GP XII, LLC, ITS GENERAL PARTNER

    


    BY:           ARES
MANAGEMENT LLC, ITS MANAGER

    


    


    


    By:           /s/ Americo
Cascella                           

    Name:           Americo
Cascella

    Title:           Vice
President

    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    CONFLUENT
2 LIMITED

    


    BY:           ARES
PRIVATE ACCOUNT MANAGEMENT I, L.P., AS SUB-MANAGER

    


    BY:           ARES
PRIVATE ACCOUNT MANAGEMENT I GP, LLC, ITS GENERAL

    PARTNER

    


    BY:           ARES
MANAGEMENT LLC, AS MANAGER

    


    


    


    By:           /s/ Americo
Cascella                           

    Name:           Americo
Cascella

    Title:           Vice
President

    


    


    


    


    


    


    


    


    


    ARES
ENHANCED LOAN INVESTMENT STRATEGY IR LTD.

    


    BY:  ARES
ENHANCED LOAN MANAGEMENT IR, L.P., AS PORTFOLIO MANAGER

    


    BY:  ARES ENHANCED LOAN IR
GP, LLC, ITS GENERAL PARTNER

    


    BY:  ARES MANAGEMENT LLC, ITS
MANAGER

    


    


    


    By:           /s/ Americo
Cascella                           

    Name:           Americo
Cascella

    Title:           Vice
President

    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    ARES
ENHANCED LOAN INVESTMENT STRATEGY II, LTD.

    


    BY:           ARES
ENHANCED LOAN MANAGEMENT II, L.P., ITS PORTFOLIO MANAGER

    


    BY:           ARES
ENHANCED LOAN II GP, LLC, ITS GENERAL PARTNER

    


    BY:           ARES
MANAGEMENT LLC, ITS MANAGER

    


    


    


    By:           /s/ Americo
Cascella                           

    Name:           Americo
Cascella

    Title:           Vice
President

    


    


    


    


    


    


    


    


    


    ARES
ENHANCED LOAN INVESTMENT STRATEGY III, LTD.

    


    BY:  ARES
ENHANCED LOAN MANAGEMENT III, L.P., ITS PORTFOLIO MANAGER

    


    BY:  ARES ENHANCED LOAN III
GP, LLC, ITS GENERAL PARTNER

    


    BY:  ARES MANAGEMENT LLC, ITS
MANAGER

    


    


    


    By:           /s/ Americo
Cascella                           

    Name:           Americo
Cascella

    Title:           Vice
President

    


    
      
        
           


        

        
                [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    FUTURE
FUND BOARD OF GUARDIANS

    


    BY:           ARES
ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV, L.P., ITS

    INVESTMENT MANAGER (ON BEHALF OF THE
ELIS IV SUB ACCOUNT)

    


    BY:           ARES
ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV GP,

    LLC, ITS GENERAL PARTNER

    


    BY:           ARES
MANAGEMENT LLC, ITS MANAGING MEMBER

    


    


    


    By:           /s/ Americo
Cascella                           

    Name:           Americo
Cascella

    Title:           Vice
President

    


    


    


    


    


    


    


    


    


    ARES
ENHANCED LOAN INVESTMENT STRATEGY FUND VI, L.P.

    


    BY:  AELIS
VI MANAGEMENT, L.P., ITS GENERAL PARTNER

    


    BY:           AELIS
VI OPERATING MANAGER, LLC, ITS GENERAL PARTNER

    


    BY:           ARES
MANAGEMENT LLC, ITS SOLE MEMBER

    


    


    


    By:           /s/ Americo
Cascella                           

    Name:           Americo
Cascella

    Title:           Vice
President

    


    
      
        
           


        

        
                [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    GLOBAL
LOAN OPPORTUNITY FUND B.V.

    


    BY:           ARES
MANAGEMENT LIMITED, ITS PORTFOLIO MANAGER

    


    


    


    By:           /s/ Americo
Cascella                           

    Name:           Americo
Cascella

    Title:           Vice
President

    


    


    


    


    


    


    


    


    


    ARES
INSTITUTIONAL LOAN FUND B.V.

    


     BY:  ARES
MANAGEMENT LIMITED, ITS INVESTMENT ADVISOR

    


    


    


    By:           /s/ Americo
Cascella                           

    Name:           Americo
Cascella

    Title:           Vice
President

    


    
      
        
           


        

        
                [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    SEI
INSTITUTIONAL INVESTMENTS TRUST ENHANCED LIBOR OPPORTUNITIES

    FUND

    


    BY:           ARES
MANAGEMENT LLC, AS PORTFOLIO MANAGER

    


    


    


    By:           /s/ Americo
Cascella                           

    Name:           Americo
Cascella

    Title:           Vice
President

    


     

    


    


    


    


    SEI
INSTITUTIONAL MANAGED TRUST ENHANCED INCOME FUND

    


    BY:           ARES
MANAGEMENT LLC, AS PORTFOLIO MANAGER

    


    


    


    By:           /s/ Americo
Cascella                           

    Name:           Americo
Cascella

    Title:           Vice
President

    


    
      
        
           


        

        
                [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Bacchus (US) 2006-1,
      Ltd.                          ,

              as
      a Lender,

               

              By:           /s/ James
      Hua                                      

              Name:           James
      Y. Hua

              Title:           Portfolio
      Manager

              AUTHORIZED SIGNATORY

                            IKB
      CAPITAL CORPORATION

               

              By:           ______________________________

              Name:

              Title:

               

            
	 
      	 
      


    

    


    


    
      
        
           


        

        
                [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Longhorn
      CDO III Ltd.

              Magnitude
      V CLO, Limited

              as
      a lender,

               

              By:           /s/ Zachaus
      Alpern                              

              Name:           Zachaus
      Alpern

              Title:           Authorized
      Signatory

               

              By:           ______________________________

              Name:

              Title:

               

            


    

    


    


    
      
        
           


        

        
                [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Del
      Mar CLO I, Ltd

              By:  Caywood-Scholl
      Capital Management

              As
      Collateral Manager

               

              By:           /s/ Tom
      Saake                                     

              Name:           Tom
      Saake

              Title:           Managing
      Director

            


    

    


    


    
      
        
           


        

        
                [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              CREDIT SUISSE LOAN FUNDING
LLC,

               as
      a Lender,

               

              By:           /s/ Kenneth
      Hoffman                          

              Name:           Kenneth
      Hoffman

              Title:           Managing
      Director

               

              By:           /s/ Sathish
      Shanthan                           

              Name:  Sathish
      Shanthan

              Title:           Authorized
      Signatory

               

            


    

    


    


    
      
        
           


        

        
                [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Double
      Haul Trading, LLC

              as
      a Lender,

               

              By:           /s/ Peter
      Thanoukos                            

              Name:           Peter
      Thanoukos

              Title:           AS
      ATTORNEY-IN-FACT

               

              By:           NA                                                      

              Name:

              Title:

               

            


    

    


    


    
      
        
           


        

        
                [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Fidelity
      Summer Street Trust: Fidelity Capital

              &
      Income Fund,

              as
      a Lender,

               

              By:           /s/ Paul
      Murphy                                  

              Name:           Paul
      Murphy

              Title:           Assistant
      Treasurer

               

              By:           ______________________________

              Name:

              Title:

               

            


    

    


    


    
      
        
           


        

        
               [Signature Page to Second Amendment]


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Ballyrock
      CLO II Limited, By: Ballyrock In-

              vestment
      Advisors LLC, as Collateral Manag-er,

              as
      a Lender,

               

              By:           /s/ Lisa
      Rymut                                    

              Name:           Lisa
      Rymut

              Title:           Assistant
      Treasurer

               

              By:           ______________________________

              Name:

              Title:

               

            


    

    


    


    
      
        
           


        

        
                [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Ballyrock
      CLO III Limited, By: Ballyrock In-

              vestment
      Advisors LLC, as Collateral Manag-er,

              as
      a Lender,

               

              By:           /s/ Lisa
      Rymut                                    

              Name:           Lisa
      Rymut

              Title:           Assistant
      Treasurer

               

              By:           ______________________________

              Name:

              Title:

               

            


    

    


    


    
      
        
           


        

        
                [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Ballyrock
      CLO 2006-2 Limited, By: Ballyrock Investment Advisors LLC, as Collateral
      Man-

              ager,

              as
      a Lender,

               

              By:           /s/ Lisa
      Rymut                                    

              Name:           Lisa
      Rymut

              Title:           Assistant
      Treasurer

               

              By:           ______________________________

              Name:

              Title:

               

            


    

    


    


    
      
        
           


        

        
                [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Fidelity
      Advisor Series II: Fidelity Advisor

              Strategic
      Income Fund,

              as
      a Lender,

               

              By:           /s/ Paul
      Murphy                                  

              Name:           Paul
      Murphy

              Title:           Assistant
      Treasurer

               

              By:           ______________________________

              Name:

              Title:

               

            


    

    


    


    
      
        
           


        

        
                [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Fidelity
      School Street Trust: Fidelity Strategic

              Income
      Fund,

              as
      a Lender,

               

              By:           /s/ Paul
      Murphy                                  

              Name:           Paul
      Murphy

              Title:           Assistant
      Treasurer

               

              By:           ______________________________

              Name:

              Title:

               

            


    

    


    


    
      
        
           


        

        
                [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Fidelity
      Central Investment Portfolios LLC:

              Fidelity
      Floating Rate Central Investment Port-

              folio,

              as
      a Lender,

               

              By:           /s/ Paul
      Murphy                                  

              Name:           Paul
      Murphy

              Title:           Assistant
      Treasurer

               

              By:           ______________________________

              Name:

              Title:

               

            


    

    


    


    
      
        
           


        

        
                [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Variable
      Insurance Products Fund V: Strategic

              Income
      Portfolio,

              as
      a Lender,

               

              By:           /s/ Paul
      Murphy                                  

              Name:           Paul
      Murphy

              Title:           Assistant
      Treasurer

               

              By:           ______________________________

              Name:

              Title:

               

            


    

    


    


    
      
        
           


        

        
                [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Illinois
      Municipal Retirement Fund, By: Pyra-

              mis
      Global Advisors Trust Company, as In-

              vestment
      Manager under Power of Attorney,

              as
      a Lender,

               

              By:           /s/ Lynn H.
      Farrand                             

              Name:           Lynn
      H. Farrand

              Title:           Director

               

              By:           ______________________________

              Name:

              Title:

               

            


    

    


    


    
      
        
           


        

        
              [Signature Page to Second
Amendment]

          
            

          

        

        
           


        

      

    

     

    
 

    


      One Wall
Street CLO II, Ltd.

      Pacifica
CDO III, Ltd.

      Pacifica
CDO VI, Ltd.

      Prospero
CLO I, B.V.

      Prospero
CLO II, B.V.

      Veritas
CLO I, Ltd.

      Veritas
CLO II, Ltd.

      Westwood
CDO I, Ltd.,

      as a
Lenders,

      


      


      By:                      /s/ Edward M.
Vietor 

      Name:  Edward M.
Vietor

       

      Title:             Vice
President

       


      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      Barclays Bank,
PLC__________________,

      as a
Lender,

      


      


      By:                      /s/ Alex
Stromberg                                           

      Name:  Alex
Stromberg

       

      Title:

       


      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      Carlyle High Yield Partners
IV, Ltd_____,

      as a
Lender,

      


      


      By:           /s/ Glori Holzman
Graziano_______ 

      Name:  Glori
Holzman Graziano

      Title:           Managing
Director

      


       

      By:
________________________________

      Name:

      Title:


      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      Carlyle High Yield Partners
VI, Ltd_____,

      as a
Lender,

      


      


      By:           /s/ Glori Holzman
Graziano_______ 

      Name:  Glori
Holzman Graziano

      Title:           Managing
Director

      


       

      By:
________________________________

      Name:

      Title:


      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      Carlyle High Yield Partners
VIII, Ltd_____,

      as a
Lender,

      


      


      By:           /s/ Glori Holzman
Graziano_______ 

      Name:  Glori
Holzman Graziano

      Title:           Managing
Director

      


       

      By:
________________________________

      Name:

      Title:


      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


       

      Carlyle High Yield Partners
IX, Ltd_____,

      as a
Lender,

      


      


      By:           /s/ Glori Holzman
Graziano_______ 

      Name:  Glori
Holzman Graziano

      Title:           Managing
Director

      


       

      By:
________________________________

      Name:

      Title:

      


       


      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      Carlyle High Yield Partners
X, Ltd_____,

      as a
Lender,

      


      


      By:           /s/ Glori Holzman
Graziano_______ 

      Name:  Glori
Holzman Graziano

      Title:           Managing
Director

      


       

      By:
________________________________

      Name:

      Title:

      


       


      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


       

      Highland
Floating Rate Advantage Fund

      


      __________________________________,

      as a
Lender,

      


      


      By:           /s/ M. Jason
Blackburn_______                                                      

      Name:  M.
Jason Blackburn

      Title:           Treasurer

      


       

      By:
________________________________

      Name:

      Title:


      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


       

      Highland
Floating Rate Fund

      


      __________________________________,

      as a
Lender,

      


      


      By:           /s/ M. Jason
Blackburn_______                                                      

      Name:  M.
Jason Blackburn

      Title:           Treasurer

      


       

      By:
________________________________

      Name:

      Title:


      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


       

      Highland
Credit Strategies Fund

      


      __________________________________,

      as a
Lender,

      


      


      By:           /s/ M. Jason
Blackburn__________ 

      Name:  M.
Jason Blackburn

      Title:           Treasurer

      


       

      By:
________________________________

      Name:

      Title:


      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


       

      Pacific
Life Funds-PL Floating Rate Loan Fund

      


      __________________________________,

      as a
Lender,

      


      


      By:           /s/ Jason
Blackburn   _______                                                      

      Name:  Jason
Blackburn

      Title:           Authorized
Signatory

      


       

      By:
________________________________

      Name:

      Title:


      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      Pacific
Select Fund-Floating Rate Loan Portfolio

      


      __________________________________,
as a Lender,

      


      


      By:           /s/ Jason
Blackburn____        ___                                                      

      Name:  Jason
Blackburn

      Title:           Authorized
Signatory

      


       

      By:
________________________________

      Name:

      Title:

      


       


      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      First
Trust Highland Capital Floating Rate Income Fund II
______________________, as a Lender,

      


      


      By:           /s/ Jason
Blackburn____        ___                                                      

           Name:  Jason
Blackburn

       Title:           Authorized
Signatory

      


       

      By:
________________________________

      Name:

      Title:

      


       


      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

                                     KATONAH VII CLO
LTD.,

                                     as a
Lender,

      


      By:           /s/ Daniel
Gilligan____        ___                                                      

      Name:  DANIEL
GILLIGAN

      Title:  Authorized
Officer

                               Katonah
Debt Advisors, L.L.C.

                               As
Manager


      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


                                     KATONAH VIII CLO
LTD.,

                                     as a
Lender,

      


      By:           /s/ Daniel
Gilligan____        ___                                                      

      Name:  DANIEL
GILLIGAN

      Title:           Authorized
Officer

                               Katonah
Debt Advisors, L.L.C.

                               As
Manager


      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

                                     KATONAH IX CLO
LTD.,

                                     as a
Lender,

       

       

      By:           /s/ Daniel
Gilligan____        ___                                                      

      Name:  DANIEL
GILLIGAN

      Title:  Authorized Officer

                               Katonah
Debt Advisors, L.L.C.

                               As
Manager


      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

                                     KATONAH X CLO
LTD.,

                                     as a
Lender,

      


      By:           /s/ Daniel
Gilligan____        ___                                                      

      Name:  DANIEL
GILLIGAN

      Title: Authorized Officer

                               Katonah
Debt Advisors, L.L.C.

                               As
Manager


      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

                                     KATONAH 2007-I CLO
LTD.,

                                     as a
Lender,

      


      By:           /s/ Daniel
Gilligan____        ___                                                      

      Name:  DANIEL
GILLIGAN

      Title:  Authorized
Officer

                               Katonah
Debt Advisors, L.L.C.

                               As
Manager


      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	 
      	
                LCM
      I LIMITED PARTNERSHIP

                By:           LCM
      Asset Management LLC

                As Collateral
Manager

                                                                                      ,

                as
      a Lender,

                 

                By:           /s/ Farboud
      Tavangar                          

                       
      Name: Farboud
      Tavangar

                Title:           LCM
      Asset Management LLC

                 

              


      


      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	 
      	
                LCM
      II LIMITED PARTNERSHIP

                By:           LCM
      Asset Management LLC

                As Collateral
Manager

                                                                                      ,

                as
      a Lender,

                 

                By:           /s/ Farboud
      Tavangar                          

                       
      Name: Farboud
      Tavangar

                Title:           LCM
      Asset Management LLC

                 

              


      


      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	 
      	
                LCM
      III, Ltd.

                By:           LCM
      Asset Management LLC

                As Collateral
Manager

                                                                                      ,

                as
      a Lender,

                 

                By:           /s/ Farboud
      Tavangar                           

                       
      Name: Farboud
      Tavangar

                Title:           LCM
      Asset Management LLC

                 

              


      

      



      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                LCM
      IV, Ltd.

                By:           LCM
      Asset Management LLC

                As Collateral
Manager

                                                                                      ,

                as
      a Lender,

                 

                By:           /s/ Farboud
      Tavangar                           

                      
      Name: Farboud
      Tavangar

                Title:           LCM
      Asset Management LLC

                 

              


      

      



      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                LCM
      V, Ltd.

                By:           LCM
      Asset Management LLC

                As Collateral
Manager

                                                                                      ,

                as
      a Lender,

                 

                By:           /s/ Farboud
      Tavangar                          

                      
      Name: Farboud
      Tavangar

                Title:           LCM
      Asset Management LLC

                 

              


      

      



      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                LCM
      VI, Ltd.

                By:           LCM
      Asset Management LLC

                As Collateral
Manager

                                                                                      ,

                as
      a Lender,

                 

                By:           /s/ Farboud
      Tavangar                          

                       
      Name: Farboud
      Tavangar

                Title:           LCM
      Asset Management LLC

                 

              


      

      



      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                SCP Ocean Master Fund,
      LP                       ,

                as
      a Lender,

                 

                By:           /s/ Jeff
      Basler                                        

                       
      Name: Jeff
      Basler

                Title:           CFO

                 

                By:           ______________________________

                Name:

                Title:

              


      

      



      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Nuveen Floating Rate Income
      Fund             ,

                as
      a Lender,

                 

                By:           Symphony
      Asset Management, LLC

                 

                By:           /s/ James
      Kim                                         

                     Name: James
      Kim

                 
      Title:           Portfolio
      Manager

                 

                By:           /s/ James
      Kim                                     

                Name:

                Title:

              


      

      



      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Nuveen
      Multi Strategy Income & Growth Fund                                                              ,

                as
      a Lender,

                 

                By:           Symphony
      Asset Management, LLC

                 

                By:           /s/ James
      Kim                                      

                      
      Name: James
      Kim

                Title:           PM

                 

                By:                                                                       

                Name:

                Title:

              


      

      



      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Nuveen
      Multi Strategy Income & Growth Fund
      2                                                            ,

                as
      a Lender,

                 

                By:           Symphony
      Asset Management, LLC

                 

                By:           /s/ James
      Kim                                      

                       
      Name: James
      Kim

                Title:           Portfolio
      Manager

                 

                By:                                                                       

                Name:

                Title:

              


      

      



      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Nuveen
      Municipal Employees Annuity & Benefit
      Fund of
      Chicago                               ,

                as
      a Lender,

                 

                By:           Symphony
      Asset Management, LLC

                 

                By:           /s/ James
      Kim                                      

                       
      Name: James
      Kim

                Title:           Portfolio
      Manager

                 

                By:                                                                       

                Name:

                Title:

              


      

      



      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Nuveen
      Floating Rate Income Opportunity Fund                                                               ,

                as
      a Lender,

                 

                By:           Symphony
      Asset Management, LLC

                 

                By:           /s/ James
      Kim                                      

                      
      Name: James
      Kim

                Title:           Portfolio
      Manager

                 

                By:                                                                       

                Name:

                Title:

              


      

      



      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Nuveen Senior Income
      Fund                         ,

                as
      a Lender,

                 

                By:           Symphony
      Asset Management, LLC

                 

                By:           /s/ James
      Kim                                      

                       
      Name: James
      Kim

                Title:           Portfolio
      Manager

                 

                By:                                                                       

                Name:

                Title:

              


      

      



      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Symphony CLO
      I                                          ,

                as
      a Lender,

                 

                By:           Symphony
      Asset Management, LLC

                 

                By:           /s/ James
      Kim                                      

                     Name: James
      Kim

                 Title:           Portfolio
      Manager

                 

                By:                                                                       

                Name:

                Title:

              


      

      



      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Symphony CLO
      II                                         ,

                as
      a Lender,

                 

                By:           Symphony
      Asset Management, LLC

                 

                By:           /s/ James
      Kim                                      

                      
      Name: James
      Kim

                Title:           Portfolio
      Manager

                 

                By:                                                                       

                Name:

                Title:

              


      

      



      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Symphony CLO
      III                                       ,

                as
      a Lender,

                 

                By:           Symphony
      Asset Management, LLC

                 

                By:           /s/ James
      Kim                                      

                      
      Name: James
      Kim

                Title:           Portfolio
      Manager

                 

                By:                                                                       

                Name:

                Title:

              


      

      



      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Symphony CLO
      IV                                       ,

                as
      a Lender,

                 

                By:           Symphony
      Asset Management, LLC

                 

                By:           /s/ James
      Kim                                      

                      
      Name: James
      Kim

                Title:           Portfolio
      Manager

                 

                By:                                                                       

                Name:

                Title:

              


      

      



      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Symphony CLO
      V                                        ,

                as
      a Lender,

                 

                By:           Symphony
      Asset Management, LLC

                 

                By:           /s/ James
      Kim                                      

                      
      Name: James
      Kim

                Title:           Portfolio
      Manager

                 

                By:                                                                       

                Name:

                Title:

              


      

      



      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Symphony CLO
      VI                                       ,

                as
      a Lender,

                 

                By:           Symphony
      Asset Management, LLC

                 

                By:           /s/ James
      Kim                                      

                       
      Name: James
      Kim

                Title:           Portfolio
      Manager

                 

                By:                                                                       

                Name:

                Title:

              


      

      



      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Symphony Credit Partners Master Fund
      LP,

                as
      a Lender,

                 

                By:           Symphony
      Asset Management, LLC

                 

                By:           /s/ James
      Kim                                      

                       
      Name: James
      Kim

                Title:           Portfolio
      Manager

                 

                By:                                                                       

                Name:

                Title:

              


      

      



      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                WhiteHorse
      I, Ltd.

                 

                By:           Whitehorse
      Capital Partners, L.P.,

                as Collateral
Manager

                By:           WhiteRock
      Asset Advisor, LLC, its G.P.

                 

                By:           /s/ Jay
      Carvell                                      

                       
      Name: Jay
      Carvell

                Title:           Portfolio
      Manager

              


      

      



      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                WhiteHorse
      II, Ltd.

                 

                By:           Whitehorse
      Capital Partners, L.P.,

                as Collateral
Manager

                By:           WhiteRock
      Asset Advisor, LLC, its G.P.

                 

                By:           /s/ Jay
      Carvell                                      

                      
      Name: Jay
      Carvell

                Title:           Portfolio
      Manager

              


      

      



      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                WhiteHorse
      III, Ltd.

                 

                By:           Whitehorse
      Capital Partners, L.P.,

                as Collateral
Manager

                By:           WhiteRock
      Asset Advisor, LLC, its G.P.

                 

                By:           /s/ Jay
      Carvell                                      Name: Jay
      Carvell

                Title:           Portfolio
      Manager

              


      

      



      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                WhiteHorse
      IV, Ltd.

                 

                By:           Whitehorse
      Capital Partners, L.P.,

                as Collateral
Manager

                By:           WhiteRock
      Asset Advisor, LLC, its G.P.

                 

                By:           /s/ Jay
      Carvell                                      

                       
      Name: Jay
      Carvell

                Title:           Portfolio
      Manager

              


      

      


      


       


      
        
          
            [Signature
Page to Second Amendment]

             

          

           


        

        
           


          
            

          

        

        
           


        

      



     

     

    Annex
A

     

    Baby
Depot of California, LLC

    Bee Ridge
Plaza, LLC

    Burlington
Coat Factory Direct Corporation

    Burlington
Coat Factory Holdings, Inc.

    Burlington
Coat Factory Investments Holdings, Inc.

    Burlington
Coat Factory of Alabama, LLC

    Burlington
Coat Factory of Arizona, LLC

    Burlington
Coat Factory of Arkansas, LLC

    Burlington
Coat Factory of California, LLC

    Burlington
Coat Factory of Colorado, LLC

    Burlington
Coat Factory of Connecticut, LLC

    Burlington
Coat Factory of Delaware, LLC

    Burlington
Coat Factory of Florida, LLC

    Burlington
Coat Factory of Georgia, LLC

    Burlington
Coat Factory of Idaho, LLC

    Burlington
Coat Factory of Illinois, LLC

    Burlington
Coat Factory of Indiana, LLC

    Burlington
Coat Factory of Kansas, LLC

    Burlington
Coat Factory of Kentucky, Inc.

    Burlington
Coat Factory of Louisiana, LLC

    Burlington
Coat Factory of Maine, LLC

    Burlington
Coat Factory of Maryland, LLC

    Burlington
Coat Factory of Massachusetts, LLC

    Burlington
Coat Factory of Michigan, LLC

    Burlington
Coat Factory of Minnesota, LLC

    Burlington
Coat Factory of Mississippi, LLC

    Burlington
Coat Factory of Missouri, LLC

    Burlington
Coat Factory of Nebraska, LLC

    Burlington
Coat Factory of Nevada, LLC

    Burlington
Coat Factory of New Hampshire, LLC

    Burlington
Coat Factory of New Jersey, LLC

    Burlington
Coat Factory of New Mexico, LLC

    Burlington
Coat Factory of New York, LLC

    Burlington
Coat Factory of North Carolina, LLC

    Burlington
Coat Factory of North Dakota, LLC

    Burlington
Coat Factory of Ohio, LLC

    Burlington
Coat Factory of Oklahoma, LLC

    Burlington
Coat Factory of Oregon, LLC

    Burlington
Coat Factory of Pennsylvania, LLC

    Burlington
Coat Factory of Pocono Crossing, LLC

    Burlington
Coat Factory of Rhode Island, LLC

    Burlington
Coat Factory of San Bernardino, LLC

    Burlington
Coat Factory of South Carolina, LLC

    Burlington
Coat Factory of Texas, Inc.

    Burlington
Coat Factory of Texas, L.P.

    Burlington
Coat Factory of Utah, LLC

    Burlington
Coat Factory of Virginia, LLC

    Burlington
Coat Factory of Washington, LLC

    Burlington
Coat Factory of West Virginia, LLC

    Burlington
Coat Factory of Wisconsin, LLC

    Burlington
Coat Factory Realty Corp.

    Burlington
Coat Factory Realty of Bellaire, Inc.

    Burlington
Coat Factory Realty of Bloomingdale, Inc.

    Burlington
Coat Factory Realty of Coliseum, Inc.

    Burlington
Coat Factory Realty of Coral Springs, Inc.

    Burlington
Coat Fa
 ctory Realty of Des Peres,
Inc.

    Burlington
Coat Factory Realty of Desert Sky, Inc.

    Burlington
Coat Factory Realty of Dublin, Inc.

    Burlington
Coat Factory Realty of Edgewater Park, Inc.

    Burlington
Coat Factory Realty of El Paso, Inc.

    Burlington
Coat Factory Realty of Fairfax, Inc.

    Burlington
Coat Factory Realty of Florin, Inc.

    Burlington
Coat Factory Realty of Franklin, Inc.

    Burlington
Coat Factory Realty of Greenwood, Inc.

    Burlington
Coat Factory Realty of Huntsville, LLC

    Burlington
Coat Factory Realty of Langhorne, Inc.

    Burlington
Coat Factory Realty of Memphis, Inc.

    Burlington
Coat Factory Realty of Mesa, Inc.

    Burlington
Coat Factory Realty of Morrow, Inc.

    Burlington
Coat Factory Realty of North Attleboro, Inc.

    Burlington
Coat Factory Realty of Orlando, Inc.

    Burlington
Coat Factory Realty of Paramus, Inc.

    Burlington
Coat Factory Realty of Pinebrook, Inc.

    Burlington
Coat Factory Realty of River Oaks, Inc.

    Burlington
Coat Factory Realty of Sarasota, Inc.

    Burlington
Coat Factory Realty of Tulsa, Inc.

    Burlington
Coat Factory Realty of University Square, Inc.

    Burlington
Coat Factory Realty of Ventura, Inc.

    Burlington
Coat Factory Realty of West Colonial, Inc.

    Burlington
Coat Factory Realty of West Mifflin, Inc.

    Burlington
Coat Factory Realty of Westmoreland, Inc.

    Burlington
Coat Factory Realty of Whitehall, Inc.

    Burlington
Coat Factory Realty of Yonkers, Inc.

    Burlington
Coat Factory Warehouse, Inc.

    Burlington
Coat Factory Warehouse of Anchorage, Inc.

    Burlington
Coat Factory Warehouse of Atlanta, Inc.

    Burlington
Coat Factory Warehouse of Baytown, Inc.

    Burlington
Coat Factory Warehouse of Bristol, LLC

    Burlington
Coat Factory Warehouse of Charleston, Inc.

    Burlington
Coat Factory Warehouse of Cheltenham, Inc.

    Burlington
Coat Factory Warehouse of Cleveland, Inc.

    Burlington
Coat Factory Warehouse of Coliseum, Inc.

    Burlington
Coat Factory Warehouse of Detroit, Inc.

    Burlington
Coat Factory Warehouse of East St. Louis, Inc.

    Burlington
Coat Factory Warehouse of Edgewater Park, Inc.

    Burlington
Coat Factory Warehouse of Edgewater Park Urban Renewal Corp.

    Burlington
Coat Factory Warehouse of Grand Rapids, Inc.

    Burlington
Coat Factory Warehouse of Hickory Commons, Inc.

    Burlington
Coat Factory Warehouse of Langhorne, Inc.

    Burlington
Coat Factory Warehouse of Memphis, Inc.

    Burlington
Coat Factory Warehouse of Montgomeryville, Inc.

    Burlington
Coat Factory Warehouse of New Jersey, Inc.

    Burlington
Coat Factory Warehouse of Redford, Inc.

    Burlington
Coat Factory Warehouse of Shelby, Inc.

    Burlington
Coat Realty of East Windsor, Inc.

    Burlington
Coat Realty of Gurnee, Inc.

    Burlington
Coat Realty of Houston, Inc.

    Burlington
Coat Realty of Las Vegas, Inc.

    Burlington
Coat Realty of Plano, Inc.

    Burlington
Coat Realty of Potomac, Inc.

    Burlington
Factory Warehouse of Reading, Inc.

    C.F.I.C.
Corporation

    Cohoes
Fashions of New York, LLC

    Cohoes
Fashions of Connecticut, LLC

    Cohoes
Fashions of Cranston, Inc.

    Cohoes
Fashions of Massachusetts, LLC

    Cohoes
Fashions of New Jersey, LLC

    Georgetown
Fashions Inc.

    K&T
Acquisition Corp.

    LC
Acquisition Corp.

    MJM
Designer Shoes of California, LLC

    MJM
Designer Shoes of Delaware, LLC

    MJM
Designer Shoes of Florida, LLC

    MJM
Designer Shoes of Moorestown, Inc.

    MJM
Designer Shoes of New Jersey, LLC

    MJM
Designer Shoes of New York, LLC

    MJM
Designer Shoes of Pennsylvania, LLC

    MJM
Designer Shoes of Texas, Inc.

    Monroe G.
Milstein, Inc.

    Super
Baby Depot of Moorestown, Inc.

    BCF
Cards, Inc.

    Burlington
Coat Factory of Puerto Rico, LLC

    Burlington
Coat Factory of Hawaii, LLC

    Burlington
Coat Factory of Montana, LLC

    Burlington
Coat Factory of Vermont, LLC

    Burlington
Coat Factory of South Dakota, LLC

    Burlington
Coat Factory of Iowa, LLC