Exhibit 10.1


 


EXECUTION COPY


 


AMENDMENT NO. 13 TO THE THIRD AMENDED AND
RESTATED

CREDIT AND REIMBURSEMENT AGREEMENT


 


Dated as of July 29, 2008


 


AMENDMENT NO. 13 TO THE THIRD AMENDED AND
RESTATED CREDIT AND REIMBURSEMENT AGREEMENT (this “Amendment”) among The AES Corporation, a Delaware corporation
(the “Borrower”), the Subsidiary
Guarantors, the Bank Parties listed on the signature pages hereto,
CITICORP USA, INC., as administrative agent (the “Agent”) and CITIBANK, N.A., as Collateral Agent, for the Bank
Parties (the “Collateral Agent”).


 


PRELIMINARY STATEMENTS


 


(1)           WHEREAS,
the Borrower is party to a Third Amended and Restated Credit and Reimbursement
Agreement dated as of March 17, 2004 (as amended, amended and restated,
supplemented or otherwise modified up to the date hereof, the “Existing Bank Credit
Agreement”; capitalized terms used herein but not defined shall be
used herein as defined in the Credit Agreement) among the Subsidiary
Guarantors, the Bank Parties, CITIGROUP GLOBAL MARKETS, INC., as Lead Arranger
and Book Runner, BANC OF AMERICA SECURITIES LLC, as Lead Arranger and Book
Runner and as Co-Syndication Agent (for the Initial Term Loan Facility), DEUTSCHE
BANK SECURITIES INC., as Lead Arranger and Book Runner (for the Initial Term
Loan Facility), UNION BANK OF CALIFORNIA, N.A., as Co-Syndication Agent (for
the Initial Term Loan Facility) and as Lead Arranger and Book Runner and as
Syndication Agent (for the Revolving Credit Facility),  LEHMAN COMMERCIAL PAPER INC.,  as Co-Documentation Agent (for the Initial
Term Loan Facility), UBS SECURITIES LLC, as Co-Documentation Agent (for the
Initial Term Loan Facility), SOCIÉTÉ GÉNÉRALE, as Co-Documentation Agent (for
the Revolving Credit Facility), CREDIT LYONNAISE NEW YORK BRANCH, as
Co-Documentation Agent (for the Revolving Credit Facility), the Agent and the
Collateral Agent; and


 


(2)           WHEREAS,
the Borrower and the Required Banks have agreed, subject to the terms and
conditions hereinafter set forth, to amend and restate the Existing Bank Credit
Agreement as set forth below (as amended and restated the “Credit
Agreement”).


 


NOW, THEREFORE, in consideration of the
premises and for other good and valuable consideration, the sufficiency and
receipt of all of which is hereby acknowledged, the parties hereto hereby agree
as follows:


 


SECTION 1.           Amendment.  As of the Effective Date, the Credit
Agreement is hereby amended as follows:


 


The Existing Bank Credit
Agreement is hereby amended and restated as set forth in Annex A hereto.


 

















 


SECTION 2.           Conditions
to Effectiveness.  This Amendment
shall become effective when, and only when, and as of the date (the “Effective Date”) on which (a) the
Agent shall have received counterparts of this Amendment executed by the
Borrower and each of the Subsidiary Guarantors and the Required Banks or, as to
any of the Required Banks, advice satisfactory to the Agent that such Bank
Party has executed this Amendment, (b) the Agent shall have received payment of all
accrued fees and expenses of the Agent (including the reasonable and accrued
fees of counsel to the Agent invoiced on or prior to the date hereof), (c) the
Agent shall have received a favorable opinion of the Counsel of
the Borrower regarding the due authorization, execution and delivery of this
Amendment and other matters reasonably requested by the Agent and (d) the Agent shall have
received a certificate signed by a duly authorized officer of the
Borrower dated the Effective Date, to the effect that, after giving effect to
this Amendment: (i) the representations and warranties contained in each
of the Financing Documents are true and correct in all material respects on and
as of the Effective Date as though made on and as of such date (unless stated
to relate solely to an earlier date, in which case such representations and warranties
are true and correct in all material respects as of such earlier date); and (ii) no
Default has occurred and is continuing.


 


This Amendment is
subject to the provisions of Section 10.05 of the Credit Agreement.


 


SECTION 3.           Representations
and Warranties.  The Borrower
represents and warrants as follows:


 


(a)           The representations
and warranties contained in each of the Financing Documents, after giving
effect to this Amendment, are correct in all material respects on and as of the
date of this Amendment, as though made on and as of such date (unless stated to
relate solely to an earlier date, in which case such representations and
warranties are true and correct in all material respects as of such earlier
date).


 


(b)           After giving effect
to this Amendment, no Default has occurred and is continuing on the date
hereof.


 


SECTION 4.           Reference
to and Effect on the Financing Documents. 
(a)  On and after the Effective Date, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit
Agreement, and each reference in the Notes and each of the other Financing Documents
to “the Agreement”, “thereunder”, “thereof”, or words of like import referring to the Credit
Agreement shall mean and be a reference to the Credit Agreement, as modified
hereby.


 


(b)           The Credit
Agreement, the Notes and each of the other Financing Documents, as specifically
modified by this Amendment, are and shall continue to be in full force and effect
and are hereby in all respects ratified and confirmed.  Without limiting the generality of the
foregoing, the Collateral Documents and all of the Collateral described therein
do and shall continue to secure the payment of all Obligations of the Loan
Parties under the Financing Documents, in each case as modified by this
Amendment.


 


2

















 


(c)           The execution,
delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the
Banks, nor constitute an amendment or waiver of any provision of the Credit
Agreement or the other Financing Documents.


 


SECTION 5.           Affirmation
of Subsidiary Guarantors.  Each
Subsidiary Guarantor hereby
consents to the amendments to the Credit Agreement effected hereby, and hereby
confirms and agrees that, notwithstanding the effectiveness of this Amendment,
the obligations of such Subsidiary Guarantor contained in Article IX of
the Credit Agreement or in any other Financing Documents to which it is a party
are, and shall remain, in full force and effect and are hereby ratified and
confirmed in all respects, except that, on and after the effectiveness of this
Amendment, each reference in Article IX of the Credit Agreement and in
each of the other Financing Documents to “the
Agreement”, “thereunder”,
“thereof” or words of like import
shall mean and be a reference to the Credit Agreement, as modified by this
Amendment.  Without limiting the
generality of the foregoing, the Collateral Documents to which such Subsidiary
Guarantor is a party and all of the Collateral described therein do, and shall
continue to secure, payment of all of the Secured Obligations (in each case, as
defined therein).


 


SECTION 6.           GOVERNING
LAW.  THIS AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 7.           WAIVER
OF JURY TRIAL.  EACH OF THE PARTIES
HERETO IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF
OR RELATING TO THIS AMENDMENT OR THE ACTIONS OF THE COLLATERAL TRUSTEES OR THE
AGENT IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.


 


SECTION 8.           Execution
in Counterparts.  This Amendment may
be executed by one or more of the parties to this Amendment on any number of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.


 


SECTION 9.           Costs
and Expenses.  The Borrower hereby
agrees to pay all reasonable costs and expenses associated with the
preparation, execution, delivery, administration, and enforcement of this
Amendment, including, without limitation, the fees and expenses of the
Collateral Trustees’ and the Agent’s counsel and other out-of-pocket expenses
related hereto.  Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Amendment.


 


3

















 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and delivered
by their respective proper and duly authorized officers as of the day and year
first above written.


 


	
  THE AES CORPORATION,

  	
   

  
	
  as Borrower

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Willard C. Hoagland

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  Address:

  	
  4300 Wilson Boulevard

  	
   

  
	
   

  	
   

  	
  Arlington, VA 22203

  	
   

  
	
   

  	
  Fax:

  	
  (703) 528-4510

  	
   

  



 


4

















 


	
  SUBSIDIARY
  GUARANTORS:

  	
   

  
	
   

  	
   

  
	
  AES HAWAII MANAGEMENT COMPANY, INC.,

  
	
  as Subsidiary Guarantor

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Willard C. Hoagland

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
  Address:

  	
  4300 Wilson Blvd.

  Arlington, VA 22203

  	
   

  
	
   

  	
  Fax:

  	
  (703) 528-4510

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AES NEW YORK FUNDING, L.L.C.,

  	
   

  
	
  as Subsidiary Guarantor

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Willard C. Hoagland

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
  Address:

  	
  4300 Wilson Blvd. 

  Arlington, VA 22203

  	
   

  
	
   

  	
  Fax:

  	
  (703) 528-4510

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AES OKLAHOMA HOLDINGS, L.L.C.,

  	
   

  
	
  as Subsidiary Guarantor

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Willard C. Hoagland

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
  Address:

  	
  4300 Wilson Blvd. 

  Arlington, VA 22203

  	
   

  
	
   

  	
  Fax:

  	
  (703) 528-4510

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AES WARRIOR RUN FUNDING, L.L.C.,

  	
   

  
	
  as Subsidiary Guarantor

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Willard C. Hoagland

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
  Address:

  	
  4300 Wilson Blvd. 

  Arlington, VA 22203

  	
   

  
	
   

  	
  Fax:

  	
  (703) 528-4510

  	
   

  
					



 


5

















 


	
  AGENTS:

  	
   

  
	
   

  	
   

  
	
  CITICORP USA, INC.,

  	
   

  
	
  as Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Nietsche Rodricks

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
  Address:

  	
  388 Greenwich Street, 21st Floor

  	
   

  
	
   

  	
   

  	
  New York, NY 10013

  	
   

  
	
   

  	
  Fax:

  	
  (212) 816-8098

  	
   

  
	
   

  	
  Attention:

  	
  Nietzsche Rodricks

  	
   

  
	
   

  	
  Email:

  	
  oploanswebadmin@citigroup.com

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CITIBANK N.A.,

  	
   

  
	
  as Collateral Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Nietsche Rodricks

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
  Address:

  	
  388 Greenwich Street, 21st Floor

  	
   

  
	
   

  	
   

  	
  New York, NY 10013

  	
   

  
	
   

  	
  Fax:

  	
  (212) 816-8098

  	
   

  
	
   

  	
  Attention:

  	
  Nietzsche Rodricks

  	
   

  



 


6
















 


	
  ABN
  AMRO BANK N.V.

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By:

  	
  /S/ Scott Donaldson

  	
   

  
	
   

  	
  Name:

  	
  Scott Donaldson

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  



 


 


	
  By:

  	
  /S/ Sanjay Remond

  	
   

  
	
   

  	
  Name:

  	
  Sanjay Remond

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


7

















 


	
  Pinehurst
  Trading, Inc.

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By:

  	
  /S/ Tara E. Kenny

  	
   

  
	
   

  	
  Name:

  	
  Tara E. Kenny

  	
   

  
	
   

  	
  Title: 

  	
  Assistant Vice
  President

  	
   

  



 


8

















 


	
  Transamerica
  Life Insurance Company

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By:

  	
  /S/ John Bailey

  	
   

  
	
   

  	
  Name:

  	
  John Bailey

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


9

















 


	
  By:
  AllianceBernstein L.P., as Investment Advisor

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By:

  	
  /s/
  Michael E. Sohr

  	
   

  
	
   

  	
  Name:

  	
  Michael E. Sohr

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  



 


 


Account:


Alliance Capital Funding
LLC


 


10

















 


	
  AMMC CLO IV, LIMITED

  
	
  By:

  	
  American Money
  Management Corp.,

  
	
   

  	
  as Collateral Manager

  



 


 


as Lender


 


 


	
  By: 

  	
  /s/
  Chester M. Eng

  	
   

  
	
   

  	
  Name: 

  	
  Chester M. Eng

  	
   

  
	
   

  	
  Title: 

  	
  Senior Vice President

  	
   

  



 


11

















 


	
  AMMC CLO VI, LIMITED

  
	
  By:

  	
  American Money
  Management Corp.,

  
	
   

  	
  as Collateral Manager

  



 


as Lender


 


 


	
  By: 

  	
  /S/ Chester M. Eng

  	
   

  
	
   

  	
  Name: 

  	
  Chester M. Eng

  	
   

  
	
   

  	
  Title: 

  	
  Senior Vice President

  	
   

  



 


12

















 


	
  Australia
  and New Zealand Banking Group Limited

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/
  John W. Wade

  	
   

  
	
   

  	
  Name: 

  	
  John W. Wade

  	
   

  
	
   

  	
  Title: 

  	
  Deputy General Manager

  Head of Operations and Infrastructure

  	
   

  



 


13

















 


	
  Bank
  of America, N.A.

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/
  Jacob Dowden

  	
   

  
	
   

  	
  Name: 

  	
  Jacob Dowden

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  



 


14

















 


	
  Ballantyne
  Funding LLC

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/
  Michael Roof

  	
   

  
	
   

  	
  Name: 

  	
  Michael Roof

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  



 


15

















 


	
   

  	
   

  
	
  BlackRock Limited
  Duration Income Trust

  
	
  BlackRock Global
  Floating Rate Income Trust

  
	
  BlackRock Floating Rate
  Income Strategies Fund, Inc.

  
	
  Longhorn CDO (Cayman)
  LTD

  
	
  Longhorn CDO III, LTD

  
	
  Master Senior Floating
  Rate Trust

  
	
  as Lender

  



 


 


	
  By: 

  	
  /s/
  AnnMarie Smith

  	
   

  
	
   

  	
  Name: 

  	
  AnnMarie Smith

  	
   

  
	
   

  	
  Title: 

  	
  Authorized Signatory

  	
   

  



 


16

















 


	
   

  	
   

  
	
  INWOOD PARK CDO LTD.

  
	
  By: Blackstone Debt
  Advisors L.P.

  
	
  as Collateral Manager

  



 


 


	
  By: 

  	
  /s/
  Dean T. Criares

  	
   

  
	
  Name: Dean T. Criares

  	
   

  
	
  Title:  Authorized
  Signatory

  	
   

  



 


17

















 


	
   

  	
   

  
	
  LAFAYETTE SQUARE CDO
  LTD.

  By: Blackstone Debt Advisors L.P.

  as Collateral Manager

  



 


 


	
  By: 

  	
  /s/
  Dean T. Criares

  	
   

  
	
  Name: Dean T. Criares

  	
   

  
	
  Title: Authorized
  Signatory

  	
   

  



 


18

















 


	
   

  	
   

  
	
  LOAN FUNDING VI LLC,

  for itself or as agent for Corporate Loan Funding VI LLC

  



 


 


	
  By: 

  	
  /s/
  Dean T. Criares

  	
   

  
	
  Name: Dean T. Criares

  	
   

  
	
  Title: Authorized
  Signatory

  	
   

  



 


19

















 


	
   

  	
   

  
	
  MONUMENT PARK CDO LTD.

  By: Blackstone Debt Advisors L.P.

  as Collateral Manager

  



 


 


	
  By: 

  	
  /s/
  Dean T. Criares

  	
   

  
	
  Name: Dean T. Criares

  	
   

  
	
  Title: Authorized
  Signatory

  	
   

  



 


20

















 


	
   

  	
   

  
	
  UNION SQUARE CDO LTD.

  By: Blackstone Debt Advisors L.P.

  as Collateral Manager

  



 


 


	
  By: 

  	
  /s/
  Dean T. Criares

  	
   

  
	
  Name: Dean T. Criares

  	
   

  
	
  Title: Authorized
  Signatory

  	
   

  



 


21

















 


	
  BNP PARIBAS

  as Lender

  



 


	
  By: 

  	
  /s/
  Francis J. Delaney

  	
   

  
	
   

  	
  Name: 

  	
  Francis
  J. Delaney

  	
   

  
	
   

  	
  Title: 

  	
  Managing Director

  	
   

  



 


	
  By: 

  	
  /s/
  Denis O’Meara

  	
   

  
	
   

  	
  Name: 

  	
  Denis
  O’Meara

  	
   

  
	
   

  	
  Title: 

  	
  Managing Director

  	
   

  



 


 


 


22
















 


	
  By: Callidus
  Debt Partners CLO Fund II, Ltd.

  By: Its
  Collateral Manager,

  Callidus Capital
  Management, LLC

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Ira Ginsburg

  	
   

  
	
   

  	
  Name: 

  	
  Ira Ginsburg

  	
   

  
	
   

  	
  Title: 

  	
  Principal

  	
   

  



 


23

















 


	
  By: Callidus
  Debt Partners CLO Fund III, Ltd.

  By: Its
  Collateral Manager,

  Callidus Capital
  Management, LLC

  	
   

  
	
   

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Ira Ginsburg

  	
   

  
	
   

  	
  Name: 

  	
  Ira Ginsburg

  	
   

  
	
   

  	
  Title: 

  	
  Principal

  	
   

  



 


24

















 


	
  CALYON New York
  Branch

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Nina Eshoo

  	
   

  
	
   

  	
  Name: 

  	
  Nina Eshoo

  	
   

  
	
   

  	
  Title: 

  	
  Managing
  Director

  	
   

  



 


 


	
  CALYON New York
  Branch

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Gayer D. Bellamy Jr.

  	
   

  
	
   

  	
  Name: 

  	
  Gayer D. Bellamy
  Jr.

  	
   

  
	
   

  	
  Title: 

  	
  Director

  	
   

  



 


25

















 


	
  Citicorp USA,
  Inc.

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Nietzsche Rodricks

  	
  Nietzsche S.
  Rodricks

  	
   

  
	
   

  	
  Name: 

  	
  Nietzsche
  Rodricks

  	
  Director

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
  386 Greenwich
  St, 21st floor

  	
   

  
	
   

  	
   

  	
   

  	
  New York, NY
  10013

  	
   

  
	
   

  	
   

  	
   

  	
  (212) 816-8619

  	
   

  



 


26

















 


	
  CITIBANK, N.A.

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Brian Blessing

  	
   

  
	
   

  	
  Name: 

  	
  Brian Blessing

  	
   

  
	
   

  	
  Title: 

  	
  Attorney-In-Fact

  	
   

  



 


27

















 




	
  COMMERZBANK AG, NEW YORK

  AND GRAND CAYMAN BRANCHES

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


	
  By: 

  	
  /s/ Christopher Winthrop

  	
   

  
	
   

  	
  Name: 

  	
  Christopher
  Winthrop

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  



 


 


	
  By: 

  	
  /s/ Michael Fruchter

  	
   

  
	
   

  	
  Name: 

  	
  Michael Fruchter

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  



 


28

















 




	
  CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

  as Lender

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


	
  By: 

  	
  /s/ Brian Caldwell

  	
   

  
	
   

  	
  Name: 

  	
  BRIAN CALDWELL

  	
   

  
	
   

  	
  Title: 

  	
  DIRECTOR

  	
   

  



 


 


	
  By: 

  	
  /s/ Morenkeji Ajayi

  	
   

  
	
   

  	
  Name: 

  	
  MORENKEJI AJAYI

  	
   

  
	
   

  	
  Title: 

  	
  ASSOCIATE

  	
   

  



 


29

















 




	
  Atrium CDO

  	
   

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  	
   

  






 


 


	
  By: 

  	
  /s/ Thomas Flannery

  	
   

  
	
   

  	
  Name: 

  	
  Thomas Flannery

  	
   

  
	
   

  	
  Title: 

  	
  Authorized
  Signatory

  	
   

  



 


30

















 




	
  Atrium II

  	
   

  	
   

  
	
  as Lender

  	
   

  






 


 


	
  By: 

  	
  /s/ Thomas Flannery

  	
   

  
	
   

  	
  Name: 

  	
  Thomas Flannery

  	
   

  
	
   

  	
  Title: 

  	
  Authorized
  Signatory

  	
   

  



 


31

















 




	
  CSAM Funding I

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  






 


 


	
  By: 

  	
  /s/ Thomas Flannery

  	
   

  
	
   

  	
  Name: 

  	
  THOMAS FLANNERY

  	
   

  
	
   

  	
  Title: 

  	
  AUTHORIZED
  SIGNATORY

  	
   

  



 


32
















 


	
  CSAM Funding II

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Thomas Flannery

  	
   

  
	
   

  	
  Name: 

  	
  Thomas Flannery

  	
   

  
	
   

  	
  Title: 

  	
  Authorized
  Signatory

  	
   

  



 


33

















 


	
  CSAM Funding III

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Thomas Flannery

  	
   

  
	
   

  	
  Name: 

  	
  Thomas Flannery

  	
   

  
	
   

  	
  Title: 

  	
  Authorized
  Signatory

  	
   

  



 


34

















 


	
  First Daninion Funding
  III

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Thomas Flannery

  	
   

  
	
   

  	
  Name: 

  	
  Thomas Flannery

  	
   

  
	
   

  	
  Title: 

  	
  Authorized
  Signatory

  	
   

  



 


35

















 


	
  Madison Park Funding II

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Thomas Flannery

  	
   

  
	
   

  	
  Name: 

  	
  Thomas Flannery

  	
   

  
	
   

  	
  Title: 

  	
  Authorized
  Signatory

  	
   

  



 


36

















 


	
  Madison Park Funding
  III

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Thomas Flannery

  	
   

  
	
   

  	
  Name: 

  	
  Thomas Flannery

  	
   

  
	
   

  	
  Title: 

  	
  Authorized
  Signatory

  	
   

  



 


37

















 


	
  Madison Park Funding V

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Thomas Flannery

  	
   

  
	
   

  	
  Name: 

  	
  Thomas Flannery

  	
   

  
	
   

  	
  Title: 

  	
  Authorized
  Signatory

  	
   

  



 


38

















 


DEUTSCHE BANK TRUST COMPANY AMERICAS

as Lender


 


	
  By: 

  	
  /s/ Marcus M. Tarkington

  	
   

  
	
   

  	
  Name: 

  	
  Marcus M.
  Tarkington

  	
   

  
	
   

  	
  Title: 

  	
  Director

  	
   

  



 


 


	
  By: 

  	
  /s/ Keith C. Braun

  	
   

  
	
   

  	
  Name: 

  	
  Keith C. Braun

  	
   

  
	
   

  	
  Title: 

  	
  Managing
  Director

  	
   

  



 


39

















 


Fidelity Advisor Series 1: Fidelity Advisor Floting Rate High Income
Fund


 


	
   

  	
   

  
	
  as Lender

  



 


 


	
  By: 

  	
  /s/ Peter L. Lydecker

  	
   

  
	
   

  	
  Name: 

  	
  Peter L.
  Lydecker

  	
   

  
	
   

  	
  Title: 

  	
  Assistant
  Treasurer

  	
   

  



 


40

















 


Ballyrock CLO II Limited


 


By: BALLYROCK Investment Advisors LLC, as Collateral
Manager


	
   

  	
   

  
	
  as Lender

  



 


 


	
  By: 

  	
  /s/ Lisa Rymut

  	
   

  
	
   

  	
  Name: 

  	
  Lisa Rymut

  	
   

  
	
   

  	
  Title: 

  	
  Assistant
  Treasurer

  	
   

  



 


41

















 


GOLDMAN SACHS


CREDIT PARTNERS, L.P.


	
   

  	
   

  
	
  as Lender

  



 


 


	
  By: 

  	
  /s/ Andrew Caditz

  	
   

  
	
   

  	
  Name: 

  	
  Andrew Caditz

  	
   

  
	
   

  	
  Title: 

  	
  Authorized
  Signatory

  	
   

  



 


42
















 


	
  MAGMA CDO LTD.

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Kaitlin Trinh

  	
   

  
	
   

  	
  Name: 

  	
  Kaitlin Trinh

  	
   

  
	
   

  	
  Title: 

  	
  Director

  	
   

  



 


43

















 


	
  AVALON CAPITAL LTD. 3

  	
   

  	
   

  
	
  By:

  	
  INVESCO Senior Secured
  Management, Inc.

  As Asset Manager

  	
   

  	
   

  
				



 


 


	
  By: 

  	
  /s/ Thomas Ewald

  	
   

  
	
   

  	
  Name: 

  	
  Thomas Ewald

  	
   

  
	
   

  	
  Title: 

  	
  Authorized
  Signatory

  	
   

  



 


44

















 


	
  BELHURST CLO LTD.

  	
   

  	
   

  
	
  By:

  	
  INVESCO Senior Secured
  Management, Inc.

  As Collateral Manager

  	
   

  	
   

  
				



 


 


	
  By: 

  	
  /s/ Thomas Ewald

  	
   

  
	
   

  	
  Name: 

  	
  Thomas Ewald

  	
   

  
	
   

  	
  Title: 

  	
  Authorized
  Signatory

  	
   

  



 


45

















 


	
  CHAMPLAIN CLO, LTD.

  	
   

  	
   

  
	
  By:

  	
  INVESCO Senior Secured
  Management, Inc.

  As Collateral Manager

  	
   

  	
   

  
	
  as
  Lender

  	
   

  	
   

  
				



 


 


	
  By: 

  	
  /s/ Thomas Ewald

  	
   

  
	
   

  	
  Name: 

  	
  Thomas Ewald

  	
   

  
	
   

  	
  Title: 

  	
  Authorized
  Signatory

  	
   

  



 


46

















 


	
  DIVERSIFIED CREDIT
  PORTFOLIO LTD.

  	
   

  	
   

  
	
  By:

  	
  INVESCO Senior Secured
  Management, Inc.

  as Investment Adviser

  	
   

  	
   

  
				



 


 


	
  By: 

  	
  /s/ Thomas Ewald

  	
   

  
	
   

  	
  Name: 

  	
  Thomas Ewald

  	
   

  
	
   

  	
  Title: 

  	
  Authorized Signatory

  	
   

  



 


47

















 


	
  KATONAH V, LTD.

  	
   

  	
   

  
	
  By:

  	
  INVESCO Senior Secured
  Management, Inc.

  As Investment Manager

  	
   

  	
   

  
				



 


 


	
  By: 

  	
  /s/ Thomas Ewald

  	
   

  
	
   

  	
  Name: 

  	
  Thomas Ewald

  	
   

  
	
   

  	
  Title: 

  	
  Authorized
  Signatory

  	
   

  



 


48

















 


	
  NAUTIQUE FUNDING LTD.

  	
   

  	
   

  
	
  By:

  	
  INVESCO Senior Secured
  Management, Inc.

  As Collateral Manager

  	
   

  	
   

  
				



 


 


	
  By: 

  	
  /s/ Thomas Ewald

  	
   

  
	
   

  	
  Name: 

  	
  Thomas Ewald

  	
   

  
	
   

  	
  Title: 

  	
  Authorized
  Signatory

  	
   

  



 


49

















 


	
  SAGAMORE CLO LTD.

  	
   

  	
   

  
	
  By:

  	
  INVESCO Senior Secured
  Management, Inc.

  As Collateral Manager

  	
   

  	
   

  
				



 


 


	
  By: 

  	
  /s/ Thomas Ewald

  	
   

  
	
   

  	
  Name: 

  	
  Thomas Ewald

  	
   

  
	
   

  	
  Title: 

  	
  Authorized
  Signatory

  	
   

  



 


50

















 


	
  SARATOGA CLO I, LIMITED

  	
   

  	
   

  
	
  By:

  	
  INVESCO Senior Secured
  Management, Inc.

  As the Asset Manager

  	
   

  	
   

  
				



 


 


	
  By: 

  	
  /s/ Thomas Ewald

  	
   

  
	
   

  	
  Name: 

  	
  Thomas Ewald

  	
   

  
	
   

  	
  Title: 

  	
  Authorized
  Signatory

  	
   

  



 


51

















 


	
  WASATCH CLO LTD

  	
   

  	
   

  
	
  By:

  	
  INVESCO Senior Secured
  Management, Inc.

  As Portfolio Manager

  	
   

  	
   

  
				



 


 


	
  By: 

  	
  /s/ Thomas Ewald

  	
   

  
	
   

  	
  Name: 

  	
  Thomas Ewald

  	
   

  
	
   

  	
  Title: 

  	
  Authorized
  Signatory

  	
   

  



 


52
















 


JPMorgan Chase Bank, N.A.

as Lender


 


 


	
  By: 

  	
  /s/ Juan Javellana

  	
   

  
	
   

  	
  Name: 

  	
  Juan Javellana

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  



 


53

















 


	
  KDPAM for The Boeing
  Company Employee Retirement

  Plans Master Trust

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  



 


 


	
  By: 

  	
  /s/ Kathy A. News

  	
   

  
	
   

  	
  Name: 

  	
  Kathy A. News

  	
   

  
	
   

  	
  Title: 

  	
  Sr. Portfolio
  Manager

  	
   

  



 


54

















 


Re: AES Corporation


 


 


	
  KDPAM for Veronica
  Atkins Marital Trust

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  



 


 


	
  By: 

  	
  /s/ Kathy A. News

  	
   

  
	
   

  	
  Name: 

  	
  Kathy A. News

  	
   

  
	
   

  	
  Title: 

  	
  Sr. Portfolio
  Manager

  	
   

  



 


55

















 


	
  LEHMAN
  COMMERCIAL PAPER INC.

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  



 


 


	
  By: 

  	
  /s/ Randall Beaunfeld

  	
   

  
	
   

  	
  Name: 

  	
  Randall
  Beaunfeld

  	
   

  
	
   

  	
  Title: 

  	
  Authorized
  Signatory

  	
   

  



 


56

















 


	
  Apostle
  Loomis Sayles Credit Opportunities Fund

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  



 


 


	
  By: 

  	
  Please See
  Following Page

  	
   

  
	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  	
   

  



 


57

















 


	
  APOSTLE LOOMIS SAYLES
  CREDIT OPPORTUNITIES FUND,

  As Lender

  
	
   

  
	
  For
  Loomis, Sayles & Company, L.P.,

  the Investment Manager of the Fund

  
	
   

  
	
  By: 

  	
  Loomis,
  Sayles & Company, Incorporated,

  the General Partner of

  Loomis, Sayles & Company, L.P. 

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/
  John R. Bell

  	
   

  
	
   

  	
  Name:

  	
  John R. Bell

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


58

















 


	
  Apostle
  Loomis Sayles Senior Loan Fund 

  	
   

  
	
  as Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  Please See Following
  Page

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  



 


59

















 


	
  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 

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /S/ John R. Bell

  	
   

  
	
   

  	
  Name:

  	
  John R. Bell

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


60

















 


	
  Loomis
  Sayles Leveraged Senior Loan Fund Ltd. 

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  



 


 


	
  By: 

  	
  Please See
  Following Page

  	
   

  
	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  	
   

  



 


61

















 


	
  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

  	
   

  
					



 


 


	
  By: 

  	
  /s/ Kevin J. Perry

  	
   

  
	
   

  	
  Name: 

  	
  Kevin J. Perry

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  



 


62
















 


	
  The
  Loomis Sayles Senior Loan Fund, LLC

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  



 


 


	
  By: 

  	
  Please See
  Following Page

  	
   

  
	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  	
   

  



 


63

















 


	
  THE LOOMIS SAYLES
  SENIOR LOAN FUND, LLC

  	
   

  	
   

  
	
  By Loomis Sayles and
  Company, L.P.

  	
   

  	
   

  
	
  its manager

  	
   

  	
   

  
	
  By Loomis Sayles and
  Company, Inc.

  	
   

  	
   

  
	
  its general partner

  	
   

  	
   

  



 


 


	
  /s/ Kevin J. Perry

  	
   

  
	
  By:

  	
  Kevin J. Perry

  	
   

  
	
  Title: 

  	
  Vice President

  	
   

  



 


64

















 


	
  The
  Loomis Sayles Senior Loan Fund II LLC

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  



 


 


	
  By: 

  	
  Please See
  Following Page

  	
   

  
	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  	
   

  



 


65

















 


	
  THE LOOMIS SAYLES
  SENIOR LOAN FUND II LLC

  	
   

  	
   

  
	
  By: Loomis, Sayles &
  Company, L.P., Its Managing Member

  	
   

  	
   

  
	
  By: Loomis, Sayles &
  Company, Inc., Its General Partner

  	
   

  	
   

  



 


 


	
  /s/ Kevin J. Perry

  	
   

  
	
  By:

  	
  Kevin J. Perry

  	
   

  
	
  Title: 

  	
  Vice President

  	
   

  



 


66

















 


	
  Natixis
  Loomis Sayles Senior Loan Fund

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  



 


 


	
  By: 

  	
  Please See
  Following Page

  	
   

  
	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  	
   

  



 


67

















 


NATIXIS LOOMIS SAYLES
SENIOR LOAN FUND,

As Lender


 


	
  By: 

  	
  Loomis, Sayles
  and Company, L.P.,

  	
   

  
	
   

  	
  Its Manager

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  Loomis, Sayles
  and Company, Inc.,

  	
   

  
	
   

  	
  Its General
  Partner

  	
   

  



 


 


	
  By: 

  	
  /s/ John R. Bell

  	
   

  
	
   

  	
  Name: 

  	
  John R. Bell

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  



 


68

















 


	
  Indosuez Capital
  Funding VI, LTD

  	
   

  	
   

  
	
  By: 

  	
  Lyon Capital Management
  LLC

  As Collateral Manager

  	
   

  
					



 


Lyon Capital Management LLC


 


	
   

  	
   

  
	
  as Lender

  	
   

  



 


	
  By: 

  	
  /s/ Sophie A. Venon

  	
   

  
	
   

  	
  Name: 

  	
  Sophie A. Venon

  	
   

  
	
   

  	
  Title: 

  	
  Portfolio
  Manager

  	
   

  



 


69

















 


LCM I LIMITED PARTNERSHIP


	
  By: 

  	
  Lyon Capital
  Management LLC,

  	
   

  
	
   

  	
  As Collateral
  Manager

  	
   

  



 


LYON CAPITAL MANAGEMENT LLC


 


	
   

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  



 


	
  By: 

  	
  /S/ Sophie A. Venon

  	
   

  
	
   

  	
  Name: 

  	
  Sophie A. Venon

  	
   

  
	
   

  	
  Title: 

  	
  Portfolio
  Manager

  	
   

  



 


70

















 


LCM II LIMITED PARTNERSHIP


	
  By: 

  	
  Lyon Capital
  Management LLC,

  	
   

  
	
   

  	
  As Collateral
  Manager

  	
   

  



 


LYON CAPITAL MANAGEMENT LLC


 


	
   

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  



 


	
  By: 

  	
  /S/ Sophie A. Venon

  	
   

  
	
   

  	
  Name: 

  	
  Sophie A. Venon

  	
   

  
	
   

  	
  Title: 

  	
  Portfolio
  Manager

  	
   

  



 


71

















 


LCM III, Ltd.


	
  By: 

  	
  Lyon Capital
  Management LLC,

  	
   

  
	
   

  	
  As Collateral
  Manager

  	
   

  



 


LYON CAPITAL MANAGEMENT LLC


 


	
   

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  



 


	
  By: 

  	
  /S/ Sophie A. Venon

  	
   

  
	
   

  	
  Name: 

  	
  Sophie A. Venon

  	
   

  
	
   

  	
  Title: 

  	
  Portfolio
  Manager

  	
   

  



 


72
















 


LCM IV, Ltd.


	
  By: 

  	
  Lyon Capital
  Management LLC,

  	
   

  
	
   

  	
  As Collateral
  Manager

  	
   

  



 


LYON CAPITAL MANAGEMENT LLC


 


	
   

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  



 


	
  By: 

  	
  /S/ Sophie A. Venon

  	
   

  
	
   

  	
  Name: 

  	
  Sophie A. Venon

  	
   

  
	
   

  	
  Title: 

  	
  Portfolio
  Manager

  	
   

  



 


73

















 


LCM V Ltd.


	
  By: 

  	
  Lyon Capital
  Management LLC,

  	
   

  
	
   

  	
  As Collateral
  Manager

  	
   

  



 


LYON CAPITAL MANAGEMENT LLC


 


	
   

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  



 


	
  By: 

  	
  /S/ Sophie A. Venon

  	
   

  
	
   

  	
  Name: 

  	
  Sophie A. Venon

  	
   

  
	
   

  	
  Title: 

  	
  Portfolio
  Manager

  	
   

  



 


74

















 


LCM VI, Ltd.


	
  By: 

  	
  Lyon Capital
  Management LLC,

  	
   

  
	
   

  	
  As Collateral
  Manager

  	
   

  



 


LYON CAPITAL MANAGEMENT LLC


 


	
   

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  



 


	
  By: 

  	
  /S/ Sophie A. Venon

  	
   

  
	
   

  	
  Name: 

  	
  Sophie A. Venon

  	
   

  
	
   

  	
  Title: 

  	
  Portfolio
  Manager

  	
   

  



 


75

















 


	
  MERRILL
  LYNCH CAPITAL CORPORATION

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  



 


 


	
  By: 

  	
  /s/ Carol J.E. Feeley

  	
   

  
	
   

  	
  Name: 

  	
  Carol J.E.
  Feeley

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  



 


76

















 


	
  Monumental
  Life Insurance Company

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  



 


 


	
  By: 

  	
  /s/ John Bailey

  	
   

  
	
   

  	
  Name: 

  	
  John Bailey

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  



 


77

















 


	
  MORGAN
  STANLEY BANK

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  



 


 


	
  By: 

  	
  /s/ Daniel Twenge

  	
   

  
	
   

  	
  Name: 

  	
  Daniel Twenge

  	
   

  
	
   

  	
  Title: 

  	
  Authorized
  Signatory

  	
   

  



 


78

















 


Flatiron CLO 2007-1 Ltd.


	
  By: 

  	
  New York Life
  Investment Management LLC, 

  	
   

  
	
   

  	
  as Collateral
  Manager and Attorney-In-Fact

  	
   

  
	
   

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  
					



 


 


	
  By: 

  	
  /s/ F. David Melka

  	
   

  
	
   

  	
  Name: 

  	
  F. David Melka

  	
   

  
	
   

  	
  Title: 

  	
  Director

  	
   

  



 


79

















 


MainStay Floating Rate Fund,

a series of Eclipse Funds, Inc.


 


	
  By: 

  	
  New York Life
  Investment Management LLC, 

  	
   

  
	
   

  	
  as Investment
  Manager

  	
   

  
	
   

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  
					



 


 


	
  By: 

  	
  /s/ F. David Melka

  	
   

  
	
   

  	
  Name: 

  	
  F. David Melka

  	
   

  
	
   

  	
  Title: 

  	
  Director

  	
   

  



 


80

















 


MainStay VP Floating Rate Portfolio,

a series of MainStay VP Series Fund, Inc.


 


	
  By:  New York Life Investment Management LLC

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ F. David Melka

  	
   

  
	
   

  	
  Name: 

  	
  F. David Melka

  	
   

  
	
   

  	
  Title: 

  	
  Director

  	
   

  



 


81

















 


New York Life Insurance and Annuity Corporation


 


	
  By: 

  	
  New York Life
  Investment Management LLC, 

  	
   

  
	
   

  	
  Its Investment
  Manager

  	
   

  
	
   

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  
					



 


 


	
  By: 

  	
  /s/ F. David Melka

  	
   

  
	
   

  	
  Name: 

  	
  F. David Melka

  	
   

  
	
   

  	
  Title: 

  	
  Director

  	
   

  



 


82
















 


NYLIM Flatiron CLO 2003-1 Ltd.


 


	
  By: 

  	
  New York Life
  Investment Management LLC,

  	
   

  
	
   

  	
  as Collateral
  Manager and Attorney-In-Fact

  	
   

  
	
   

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  
					



 


 


	
  By: 

  	
  /s/ F. David Melka

  	
   

  
	
   

  	
  Name: 

  	
  F. David Melka

  	
   

  
	
   

  	
  Title: 

  	
  Director

  	
   

  



 


83

















 


NYLIM Flatiron CLO 2003-1 Ltd.


 


	
  By: 

  	
  New York Life
  Investment Management LLC,

  	
   

  
	
   

  	
  as Collateral
  Manager and Attorney-In-Fact

  	
   

  
	
   

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  
					



 


 


	
  By: 

  	
  /s/ F. David Melka

  	
   

  
	
   

  	
  Name: 

  	
  F. David Melka

  	
   

  
	
   

  	
  Title: 

  	
  Director

  	
   

  



 


84

















 


NYLIM Flatiron CLO 2005-1 Ltd.


 


	
  By: 

  	
  New York Life
  Investment Management LLC,

  	
   

  
	
   

  	
  as Collateral
  Manager and Attorney-In-Fact

  	
   

  
	
   

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  
					



 


 


	
  By: 

  	
  /s/ F. David Melka

  	
   

  
	
   

  	
  Name: 

  	
  F. David Melka

  	
   

  
	
   

  	
  Title: 

  	
  Director

  	
   

  



 


85

















 


By: Mitsubishi UFJ Trust & Banking Corporation as Trustee


By: Nomura Corporate Research & Asset Management Inc.


Attorney In Fact


 


	
  Nomura
  Bond & Loan Fund

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


	
  By: 

  	
  /s/ Richard W. Stewart

  	
   

  
	
   

  	
  Name: 

  	
  Richard W.
  Stewart

  	
   

  
	
   

  	
  Title: 

  	
  Managing
  Director

  	
   

  



 


86

















 


Nomura Corporate Research

and Asset Management Inc.

as

Collateral Manager


 


	
  Clydesdale
  CLO 2003 Ltd.

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
  By: 

  	
  /s/ Richard W. Stewart

  	
   

  
	
   

  	
  Name: 

  	
  Richard W.
  Stewart 

  	
   

  
	
   

  	
  Title: 

  	
  Managing
  Director

  	
   

  



 


87

















 


Nomura Corporate Research

and Asset Management Inc.

as

Investment Manager


 


	
  Clydesdale
  CLO 2005, Ltd.

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
  By: 

  	
  /s/ Richard W. Stewart

  	
   

  
	
   

  	
  Name: 

  	
  Richard W.
  Stewart 

  	
   

  
	
   

  	
  Title: 

  	
  Managing
  Director

  	
   

  



 


88

















 


Nomura Corporate Research

and Asset Management Inc.

as

Investment Manager


 


	
  Clydesdale
  CLO 2007, Ltd.

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
  By: 

  	
  /s/ Richard W. Stewart

  	
   

  
	
   

  	
  Name: 

  	
  Richard W.
  Stewart 

  	
   

  
	
   

  	
  Title: 

  	
  Managing
  Director

  	
   

  



 


89

















 


Nomura Corporate Research

and Asset Management Inc.

as

Investment Manager


 


	
  NCRAM
  Loan Trust

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
  By: 

  	
  /s/ Richard W. Stewart

  	
   

  
	
   

  	
  Name: 

  	
  Richard W.
  Stewart 

  	
   

  
	
   

  	
  Title: 

  	
  Managing
  Director

  	
   

  



 


90

















 


Nomura Corporate Research

and Asset Management Inc.

as

Investment Manager


 


	
  NCRAM
  Senior Loan Trust 2005

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
  By: 

  	
  /s/ Richard W. Stewart

  	
   

  
	
   

  	
  Name: 

  	
  Richard W.
  Stewart 

  	
   

  
	
   

  	
  Title: 

  	
  Managing
  Director

  	
   

  



 


91

















 


	
  Addison
  CDO, Limited

  	
   

  	
   

  
	
  By: 

  	
  Pacific Investment
  Management Company LLC,

  as its Investment Advisor

  	
   

  	
   

  	
   

  
					



 


	
  By: 

  	
  /s/ Arthur Y. D. Ong

  	
   

  
	
   

  	
  Arthur Y. D. Ong

  	
   

  
	
   

  	
  Senior Vice
  President

  	
   

  



 


92
















 


	
  American
  Scandia Trust High Yield Portfolio

  	
   

  	
   

  
	
  By: 

  	
  Pacific Investment
  Management Company LLC,

  as its Investment Advisor

  	
   

  	
   

  	
   

  
					



 


	
  By: 

  	
  /s/ Arthur Y. D. Ong

  	
   

  
	
   

  	
  Arthur Y. D. Ong

  	
   

  
	
   

  	
  Senior Vice
  President

  	
   

  



 


93

















 


	
  DELANO
  Company

  	
   

  	
   

  
	
  By: 

  	
  Pacific Investment
  Management Company LLC,

  as its Investment Advisor

  	
   

  	
   

  	
   

  
					



 


	
  By: 

  	
  /s/ Arthur Y. D. Ong

  	
   

  
	
   

  	
  Arthur Y. D. Ong

  	
   

  
	
   

  	
  Senior Vice
  President

  	
   

  



 


94

















 


	
  Fairway
  Loan Funding Company

  	
   

  	
   

  
	
  By: 

  	
  Pacific Investment
  Management Company LLC,

  as its Investment Advisor

  	
   

  	
   

  	
   

  
					



 


	
  By: 

  	
  /s/ Arthur Y. D. Ong

  	
   

  
	
   

  	
  Arthur Y. D. Ong

  	
   

  
	
   

  	
  Senior Vice
  President

  	
   

  



 


95

















 


	
  Loan
  Funding III LLC

  	
   

  	
   

  
	
  By: 

  	
  Pacific Investment Management
  Company LLC,

  as its Investment Advisor

  	
   

  	
   

  	
   

  
					



 


	
  By: 

  	
  /s/ Arthur Y. D. Ong

  	
   

  
	
   

  	
  Arthur Y. D. Ong

  	
   

  
	
   

  	
  Senior Vice
  President

  	
   

  



 


96

















 


	
  Mayport
  CLO Ltd.

  	
   

  	
   

  
	
  By: 

  	
  Pacific Investment
  Management Company LLC,

  as its Investment Advisor

  	
   

  	
   

  	
   

  
					



 


	
  By: 

  	
  /s/ Arthur Y. D. Ong

  	
   

  
	
   

  	
  Arthur Y. D. Ong

  	
   

  
	
   

  	
  Senior Vice
  President

  	
   

  



 


97

















 


	
  Met
  Investors Series Trust PIMCO Total Return Portfolio

  	
   

  	
   

  
	
  By: 

  	
  Pacific Investment
  Management Company LLC, as its

  Investment Advisor

  	
   

  	
   

  	
   

  
					



 


	
  By: 

  	
  /s/ Arthur Y. D. Ong

  	
   

  
	
   

  	
  Arthur Y. D. Ong

  	
   

  
	
   

  	
  Senior Vice
  President

  	
   

  



 


98

















 


	
  Pacific
  Select Managed Bond Fund

  	
   

  	
   

  
	
  By: 

  	
  Pacific Investment
  Management Company LLC,

  as its Investment Advisor, acting through Investors

  Fiduciary Trust Company in the Nominee Name of IFTCO

  	
   

  	
   

  	
   

  
					



 


	
  By: 

  	
  /s/ Arthur Y. D. Ong

  	
   

  
	
   

  	
  Arthur Y. D. Ong

  	
   

  
	
   

  	
  Senior Vice
  President

  	
   

  



 


99

















 


	
  PVIT
  High Yield Bond Portfolio

  	
   

  	
   

  
	
  By: 

  	
  Pacific Investment
  Management Company LLC,

  as its Investment Advisor, acting through Investors

  Fiduciary Trust Company in the Nominee Name of IFTCO

  	
   

  	
   

  	
   

  
					



 


	
  By: 

  	
  /s/ Arthur Y. D. Ong

  	
   

  
	
   

  	
  Arthur Y. D. Ong

  	
   

  
	
   

  	
  Senior Vice
  President

  	
   

  



 


100

















 


	
  PIMCO
  GIS High Yield Bond Fund

  	
   

  	
   

  
	
  By: 

  	
  Pacific Investment
  Management Company LLC,

  as its Investment Advisor

  	
   

  	
   

  	
   

  
					



 


	
  By: 

  	
  /s/ Arthur Y. D. Ong

  	
   

  
	
   

  	
  Arthur Y. D. Ong

  	
   

  
	
   

  	
  Senior Vice
  President

  	
   

  



 


101

















 


	
  PIMCO
  High Yield Fund

  	
   

  	
   

  
	
  By: 

  	
  Pacific Investment
  Management Company LLC,

  as its Investment Advisor for the PMICO High Yield

  Fund, acting through Investors Fiduciary Trust

  Company in the Nominee Name of IFTCO

  	
   

  	
   

  	
   

  
					



 


	
  By: 

  	
  /s/ Arthur Y. D. Ong

  	
   

  
	
   

  	
  Arthur Y. D. Ong

  	
   

  
	
   

  	
  Senior Vice
  President

  	
   

  



 


102
















 


	
  PIMCO
  Floating Income Fund

  	
   

  	
   

  
	
  By: 

  	
  Pacific Investment
  Management Company LLC, 

  as its Investment Advisor, acting through Investors 

  Fiduciary Trust Company in the Nominee Name of IFTCO

  	
   

  	
   

  	
   

  
					



 


	
  By: 

  	
  /s/ Arthur Y. D. Ong

  	
   

  
	
   

  	
  Arthur Y. D. Ong

  	
   

  
	
   

  	
  Senior Vice President

  	
   

  



 


103

















 


	
  PIMCO
  Corporate Opportunity Fund

  	
   

  	
   

  
	
  By: 

  	
  Pacific Investment
  Management Company LLC, 

  as its Investment Advisor

  	
   

  	
   

  	
   

  
					



 


	
  By: 

  	
  /s/ Arthur Y. D. Ong

  	
   

  
	
   

  	
  Arthur Y. D. Ong

  	
   

  
	
   

  	
  Senior Vice
  President

  	
   

  



 


104

















 


	
  PIMCO
  Floating Rate Income Fund

  	
   

  	
   

  
	
  By: 

  	
  Pacific Investment
  Management Company LLC, 

  as its Investment Advisor, acting through Investors 

  Fiduciary Trust Company in the Nominee Name of IFTCO

  	
   

  	
   

  	
   

  
					



 


	
  By: 

  	
  /s/ Arthur Y. D. Ong

  	
   

  
	
   

  	
  Arthur Y. D. Ong

  	
   

  
	
   

  	
  Senior Vice
  President

  	
   

  



 


105

















 


	
  PIMCO
  Floating Rate Strategy Fund

  	
   

  	
   

  
	
  By: 

  	
  Pacific Investment
  Management Company LLC, 

  as its Investment Advisor, acting through Investors 

  Fiduciary Trust Company in the Nominee Name of IFTCO

  	
   

  	
   

  	
   

  
					



 


	
  By: 

  	
  /s/ Arthur Y. D. Ong

  	
   

  
	
   

  	
  Arthur Y. D. Ong

  	
   

  
	
   

  	
  Senior Vice
  President

  	
   

  



 


106

















 


	
  PIMCO
  Cayman Global High Income Fund

  	
   

  	
   

  
	
  By: 

  	
  Pacific Investment Management
  Company, 

  as its Investment Advisor

  	
   

  	
   

  	
   

  
					



 


	
  By: 

  	
  /s/ Arthur Y. D. Ong

  	
   

  
	
   

  	
  Arthur Y. D. Ong

  	
   

  
	
   

  	
  Senior Vice
  President

  	
   

  



 


107

















 


	
  PIMCO
  Corporate Income Fund

  	
   

  	
   

  
	
  By: 

  	
  Pacific Investment
  Management Company LLC,

  as its Investment Advisor

  	
   

  	
   

  	
   

  
					



 


	
  By: 

  	
  /s/ Arthur Y. D. Ong

  	
   

  
	
   

  	
  Arthur Y. D. Ong

  	
   

  
	
   

  	
  Senior Vice
  President

  	
   

  



 


108

















 


	
  PIMCO
  Global High Yield Strategy Fund

  	
   

  	
   

  
	
  By: 

  	
  Pacific Investment
  Management Company LLC,

  as its Investment Advisor

  	
   

  	
   

  	
   

  
					



 


	
  By: 

  	
  /s/ Arthur Y. D. Ong

  	
   

  
	
   

  	
  Arthur Y. D. Ong

  	
   

  
	
   

  	
  Senior Vice
  President

  	
   

  



 


109

















 


	
  Southport
  CLO, Limited

  	
   

  	
   

  
	
  By: 

  	
  Pacific Investment
  Management Company LLC,

  as its Investment Advisor

  	
   

  	
   

  	
   

  
					



 


	
  By: 

  	
  /s/ Arthur Y. D. Ong

  	
   

  
	
   

  	
  Arthur Y. D. Ong

  	
   

  
	
   

  	
  Senior Vice
  President

  	
   

  



 


110

















 


	
  Waveland
  – INGOTS, LTD.

  	
   

  	
   

  
	
  By: 

  	
  Pacific Investment
  Management Company LLC,

  as its Investment Advisor

  	
   

  	
   

  	
   

  
					



 


	
  By: 

  	
  /s/ Arthur Y. D. Ong

  	
   

  
	
   

  	
  Arthur Y. D. Ong

  	
   

  
	
   

  	
  Senior Vice
  President

  	
   

  



 


111

















 


	
  DRYDEN
  V-LEVERAGED LOAN CDO 2003

  as Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Prudential Investment
Management, Inc., as Collateral Manager


 


	
  By: 

  	
  /s/ William Pappas

  	
   

  
	
   

  	
  Name: 

  	
  William Pappas

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  



 


112
















 


Loan Funding V. LLC


as Lender


 


Prudential Investment Management, Inc., as
Portfolio Manager


 


	
  By: 

  	
  /S/ William
  Pappas

  	
   

  
	
   

  	
  Name: 

  	
  William Pappas

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  



 


113

















 


DRYDEN
VII - LEVERAGED LOAN CDO 2004


as Lender


 


Prudential Investment
Management, Inc., as Collateral Manager


 


	
  By: 

  	
  /S/ William
  Pappas

  	
   

  
	
   

  	
  Name: 

  	
  William Pappas

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  



 


114

















 


Dryden XVI - Leveraged Loan CDO
2006


as Lender


 


Prudential Investment
Management, Inc., as Collateral Manager


 


	
  By: 

  	
  /S/ William
  Pappas

  	
   

  
	
   

  	
  Name: 

  	
  William Pappas

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  



 


115

















 


Ameriprise Certificate
Company


as Lender


 


 


	
  By: 

  	
  /S/ Robin C.
  Stancil

  	
   

  
	
   

  	
  Name: 

  	
  Robin C. Stancil

  	
   

  
	
   

  	
  Title: 

  	
  Assistant Vice
  President

  	
   

  



 


116

















 


	
  RiverSource Life
  Insurance

  	
   

  
	
  Company

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /S/ Robin C.
  Stancil

  	
   

  
	
   

  	
  Name: 

  	
  Robin C. Stancil

  	
   

  
	
   

  	
  Title: 

  	
  Assistant Vice
  President

  	
   

  



 


117

















 


	
  RiverSource Bond Series, Inc.

  RiverSource Floating Rate Fund

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /S/ Robin C.
  Stancil

  	
   

  
	
   

  	
  Name: 

  	
  Robin C. Stancil

  	
   

  
	
   

  	
  Title: 

  	
  Assistant Vice
  President

  	
   

  



 


118

















 


	
  Ameriprise Financial, Inc.

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /S/ Robin C.
  Stancil

  	
   

  
	
   

  	
  Name: 

  	
  Robin C. Stancil

  	
   

  
	
   

  	
  Title: 

  	
  Assistant Vice
  President

  	
   

  



 


119

















 


	
  Centurion CDO VI, Ltd.

  	
   

  
	
  By: RiverSource
  Investments,

  	
   

  
	
  LLC as Collateral
  Manager

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /S/ Robin C.
  Stancil

  	
   

  
	
   

  	
  Name: 

  	
  Robin C. Stancil

  	
   

  
	
   

  	
  Title: 

  	
  Director of
  Operations

  	
   

  



 


120

















 


	
  Centurion CDO VII, Ltd.

  	
   

  
	
  By: RiverSource
  Investments,

  	
   

  
	
  LLC as Collateral
  Manager

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /S/ Robin C.
  Stancil

  	
   

  
	
   

  	
  Name: 

  	
  Robin C. Stancil

  	
   

  
	
   

  	
  Title: 

  	
  Director of
  Operations

  	
   

  



 


121

















 


	
  Centurion CDO 8,
  Limited

  By: RiverSource Investments,

  LLC as Collateral Manager

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /S/ Robin C.
  Stancil

  	
   

  
	
   

  	
  Name: 

  	
  Robin C. Stancil

  	
   

  
	
   

  	
  Title: 

  	
  Director of
  Operations

  	
   

  



 


122
















 


	
  Centurion CDO 9, Ltd.

  By: RiverSource Investments,

  LLC as Collateral Manager

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Robin C. Stancil

  	
   

  
	
   

  	
  Name: 

  	
  Robin C. Stancil

  	
   

  
	
   

  	
  Title: 

  	
  Director of
  Operations

  	
   

  



 


123

















 


	
  Cent CDO 10, Ltd.

  By: RiverSource Investments,

  LLC as Collateral Manager

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Robin C. Stancil

  	
   

  
	
   

  	
  Name: 

  	
  Robin C. Stancil

  	
   

  
	
   

  	
  Title: 

  	
  Director of
  Operations

  	
   

  



 


124

















 


	
  Cent CDO XI, Limited

  By: RiverSource Investments,

  LLC as Collateral Manager

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Robin C. Stancil

  	
   

  
	
   

  	
  Name: 

  	
  Robin C. Stancil

  	
   

  
	
   

  	
  Title: 

  	
  Director of
  Operations

  	
   

  



 


125

















 


	
  Cent CDO 12 Limited

  By: RiverSource Investments,

  LLC as Collateral Manager

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Robin C. Stancil

  	
   

  
	
   

  	
  Name: 

  	
  Robin C. Stancil

  	
   

  
	
   

  	
  Title: 

  	
  Director of
  Operations

  	
   

  



 


126

















 


	
  Cent CDO 14 Limited

  By: RiverSource Investments,

  LLC as Collateral Manager

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Robin C. Stancil

  	
   

  
	
   

  	
  Name: 

  	
  Robin C. Stancil

  	
   

  
	
   

  	
  Title: 

  	
  Director of
  Operations

  	
   

  



 


127

















 


	
  Sequils Centurion V,
  Ltd.

  By RiverSource Investments,

  LLC as Collateral Manager

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Robin C. Stancil

  	
   

  
	
   

  	
  Name: 

  	
  Robin C. Stancil

  	
   

  
	
   

  	
  Title: 

  	
  Director of
  Operations

  	
   

  



 


128

















 


	
  Société Générale

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Yao Wang

  	
   

  
	
   

  	
  Name: 

  	
  Yao Wang

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  



 


129

















 


	
  Stanfield Amage CLO
  Ltd.

  By: Stanfield Capital Partners, LLC

  as its Collateral Manager

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ David Frey

  	
   

  
	
   

  	
  Name: 

  	
  David Frey

  	
   

  
	
   

  	
  Title: 

  	
  Managing
  Director

  	
   

  



 


130

















 


	
  Stanfield/RMF
  Transatlantic CDO Ltd.

  By: Stanfield Capital
  Partners LLC

        as its Collateral Manager

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ David Frey

  	
   

  
	
   

  	
  Name: 

  	
  David Frey

  	
   

  
	
   

  	
  Title: 

  	
  Managing
  Director

  	
   

  



 


131

















 


T. Rowe Price


Institutional Floating
Rate Fund


	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Justin Gerbereux

  	
   

  
	
   

  	
  Name: 

  	
  Justin Gerbereux

  	
   

  
	
   

  	
  Title: 

  	
  Portfolio
  Manager

  	
   

  



 


132

















 


UBS AG, Stamford Branch


	
   

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Douglas Gervolino

  	
   

  
	
   

  	
  Name: 

  	
  Douglas
  Gervolino

  	
   

  
	
   

  	
  Title: 

  	
  Director

  Banking Products

  Services, US

  	
   

  



 


 


	
  By: 

  	
  /s/ Leslie Evans

  	
   

  
	
   

  	
  Name: 

  	
  Leslie Evans

  	
   

  
	
   

  	
  Title: 

  	
  Associate Director

  Banking Product

  Services, US

  	
   

  



 


133

















 


	
  Union Bank of
  California, N.A.

  	
   

  
	
  as Lender

  	
   

  



 


 


	
  By: 

  	
  /s/ Susan K. Johnson

  	
   

  
	
   

  	
  Name: 

  	
  Susan K. Johnson

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  



 


134
















 


ANNEX A