Second Amendment to Credit Agreement dated as of July 14, 2004



 EXHIBIT 4.6 
  

SYBRON DENTAL SPECIALTIES, INC. 
  
 SECOND AMENDMENT 
 TO CREDIT AGREEMENT

  
 This SECOND AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”) is dated as of July 14, 2004, and entered into by and among SYBRON DENTAL SPECIALTIES, INC., a Delaware corporation (successor by merger to Sybron Dental Management, Inc., a Delaware corporation, the
“Company”), KERR CORPORATION, a Delaware corporation (“Kerr”), ORMCO CORPORATION, a Delaware corporation (“Ormco”), and PINNACLE PRODUCTS, INC., a Wisconsin corporation
(“Pinnacle”; each of Company, Kerr, Ormco and Pinnacle are individually referred to herein as a “Domestic Borrower” and collectively, on a joint and several basis, as the “Domestic Borrowers”),
HAWE NEOS HOLDING SA, a corporation organized under the laws of Switzerland (“Offshore Borrower”; Offshore Borrower and each of the Domestic Borrowers are each individually referred to herein as a “Borrower”
and collectively as the “Borrowers”), the financial institutions listed on the signature pages hereof, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as administrative agent for Lenders (in such
capacity, “Administrative Agent”), and, for purposes of Section 4 hereof, the GUARANTORS LISTED ON THE SIGNATURE PAGES HEREOF, and is made with reference to that certain Credit Agreement dated as of June 6, 2002, by and among
Domestic Borrowers, Offshore Borrower, Lenders, LaSalle Bank National Association, as syndication agent, Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch, Fleet National Bank and Credit Lyonnais, New York Branch, as co-documentation agents, and
Administrative Agent, as amended by that certain First Amendment to Credit Agreement, dated as of December 10, 2002, by and among Domestic Borrowers, Offshore Borrower, Lenders and Administrative Agent (as so amended, the “Credit
Agreement”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement. 
  
 RECITALS 
  
 WHEREAS, the parties hereto desire to amend the Credit Agreement in accordance with the terms and conditions set forth herein; 
  
 NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements herein contained, the parties hereto agree as follows: 
  
 Section 1. AMENDMENTS TO THE CREDIT AGREEMENT 
  

	1.1	Amendment to Section 1: Definitions. 

  
 Subsection 1.1 of the Credit Agreement is hereby amended by inserting the text “(other than Restricted Junior Payments permitted
under subsection 7.5(v) or (vi))” immediately following the word “Cash” in clause (iii) of the definition of “Consolidated Fixed Charges”. 
  










	1.2	Amendment to Section 2: Amounts and Terms of Commitments and Loans. 

  
 Subsection 2.2A(iii) of the Credit Agreement is hereby amended by deleting the table from such subsection
and inserting in lieu thereof the following table: 
  

									
	 Level

	 	 Senior Secured Credit
Facility Rating
S&P/Moody’s

	 	 Eurodollar Rate
Margin

	 	 Base Rate
Margin


	 Level I
	 	Greater than or equal to:	 	BB / Ba2	 	1.75%    	 	0.75%        
	 Level II
	 	Equal to:	 	BB - / Ba3	 	2.00%    	 	1.00%        
	 Level III
	 	Less than or equal to:	 	B+ / B1	 	2.25%    	 	1.25%        

  

	1.3	Amendment to Section 7: Company’s Negative Covenants 

  
 Subsection 7.5(v) of the Credit Agreement is hereby amended by deleting such subsection in its entirety and inserting in lieu thereof the
following text: 
  
 “(v) Holdings may, from
time to time, (I) purchase or redeem Common Stock and/or Senior Subordinated Notes for Cash consideration and (II) pay dividends in Cash with respect to its Common Stock, in each case so long as: (a) no Event of Default or Potential Event of Default
has occurred and is continuing or would be caused by any such Restricted Junior Payment, (b) immediately before and after giving effect to each such Restricted Junior Payment, Excess Availability is at least $40,000,000, (c) in the case of any such
purchase or redemption, the Governing Body of Holdings has determined that such transaction is for fair market value and in the best interests of Holdings and its Subsidiaries, and (d) the aggregate amount of all Restricted Junior Payments made in
reliance on this subsection 7.5(v) during the term of this Agreement does not exceed $100,000,000; and”. 
  
 Section 2. REPRESENTATIONS AND WARRANTIES 
  
 In order to induce Administrative Agent and Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided
herein, each Borrower jointly and severally represents and warrants to Administrative Agent and each Lender that the following statements are true, correct and complete: 
  
 A. Corporate Power and Authority. Each Borrower has all requisite corporate power and authority to
enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the “Amended Agreement”). 
  

 2 








 B. Authorization of Agreements. The execution and delivery of this Amendment and
the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of each Borrower. 
  
 C. No Conflict. The execution and delivery by each Borrower of this Amendment and the performance by each Borrower of the Amended
Agreement do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to the Company or any of its Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of the Company or any of its
Subsidiaries or any order, judgment or decree of any court or other agency of government binding on the Company or any of its Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default
under any Contractual Obligation of the Company or any of its Subsidiaries, except for such conflicts, breaches or defaults which could not reasonably be expected to result in a Material Adverse Effect, (iii) result in or require the creation or
imposition of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries, or (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of the Company or any of
its Subsidiaries, except for such approvals or consents which will be obtained on or before the Second Amendment Effective Date and disclosed in writing to Administrative Agent and Lenders. 
  
 D. Governmental Consents. The execution and delivery
by each Borrower of this Amendment and the performance by each Borrower of the Amended Agreement do not and will not require any Governmental Authorization. 
  
 E. Binding Obligation. This Amendment has been duly executed and delivered by each Borrower and this Amendment and the Amended
Agreement are the legally valid and binding obligations of each Borrower, enforceable against each Borrower in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. 
  
 F. Incorporation of Representations and Warranties From Credit Agreement. The representations and warranties contained in Section 5
of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent that such representations and
warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. 
  

G. Absence of Default. No event has occurred and is continuing or will result from the consummation of the transactions
contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default. 
  

 3 








 Section 3. MISCELLANEOUS 
  
 A. Reference to and Effect on the Credit Agreement and the Other Loan Documents. 
  
 (i) On and after the Second Amendment Effective Date, each reference in the
Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit
Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Agreement. 
  
 (ii) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in
full force and effect and are hereby ratified and confirmed. 
  
 (iii) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Administrative Agent or any
Lender under, the Credit Agreement or any of the other Loan Documents. 
  
 B. Fees and Expenses. Each Borrower acknowledges that all costs, fees and expenses as described in subsection 11.4 of the Credit Agreement incurred by Administrative Agent and its counsel with respect to this
Amendment and the documents and transactions contemplated hereby shall be for the account of the Borrowers. 
  
 C. Headings. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any substantive effect. 
  
 D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE
APPLICATION OF ANOTHER LAW. 
  
 E.
Counterparts; Effectiveness. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same
document. This Amendment shall become effective upon (i) the execution of a counterpart hereof by Administrative Agent, each Borrower, each other Loan Party, Requisite Lenders and each Term Loan Lender, (ii) receipt by Company and Administrative
Agent of written (including, without limitation, facsimile and electronic mail) or telephonic notification of such execution and authorization of delivery thereof, and (iii) receipt 

  

 4 








 
by Administrative Agent of all amounts owing to Administrative Agent (other than amounts owing to Administrative Agent solely in its capacity as a Lender) as
of such date under subsection 11.4 of the Credit Agreement or otherwise, to the extent then invoiced, including, without limitation, all of Administrative Agent’s costs and expenses (including, without limitation, the fees, expenses and
disbursements of O’Melveny & Myers LLP) in connection with this Amendment and the documents and transactions related hereto. 
  
 Section 4. ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS 
  
 Each guarantor listed on the signature pages hereof (each, a “Guarantor” and, collectively, the
“Guarantors”) hereby acknowledges that it has read this Amendment and consents to the terms of this Amendment, and hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of each
Guarantor under its applicable Guaranty shall not be impaired or affected and the applicable Guaranty is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Each Guarantor further agrees that
nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. 
  
 * * * * * 
  

 5 








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

									
	COMPANY:	 	 	 	SYBRON DENTAL SPECIALTIES, INC.
					
	 	 	 	 	 	 	By:	 	/s/    STEPHEN J.
TOMASSI        
	 	 	 	 	 	 	 Name:
	 	Stephen J. Tomassi
	 	 	 	 	 	 	 Title:
	 	Vice President, Secretary and General Counsel

  

									
	OTHER DOMESTIC BORROWERS:	 	 	 	KERR CORPORATION
					
	 	 	 	 	 	 	By:	 	/s/    STEPHEN J.
TOMASSI        
	 	 	 	 	 	 	 Name:
	 	Stephen J. Tomassi
	 	 	 	 	 	 	 Title:
	 	Authorized Representative

  

									
	 	 	 	 	ORMCO CORPORATION
					
	 	 	 	 	 	 	By:	 	/s/    STEPHEN J.
TOMASSI        
	 	 	 	 	 	 	 Name:
	 	Stephen J. Tomassi
	 	 	 	 	 	 	 Title:
	 	Authorized Representative

  

									
	 	 	 	 	PINNACLE PRODUCTS, INC.
					
	 	 	 	 	 	 	By:	 	/s/    STEPHEN J.
TOMASSI        
	 	 	 	 	 	 	 Name:
	 	Stephen J. Tomassi
	 	 	 	 	 	 	 Title:
	 	Authorized Representative

  

									
	OFFSHORE BORROWER:	 	 	 	HAWE NEOS HOLDING SA
					
	 	 	 	 	 	 	By:	 	/s/    STEPHEN J.
TOMASSI        
	 	 	 	 	 	 	 Name:
	 	Stephen J. Tomassi
	 	 	 	 	 	 	 Title:
	 	Authorized Representative

  










									
	GUARANTORS:	 	 	 	 
			
	 	 	 	 	ALLESEE ORTHODONTIC APPLIANCES, INC.
			
	 	 	 	 	METREX RESEARCH CORPORATION
			
	 	 	 	 	SYBRON CANADA HOLDINGS, INC.
					
	 	 	 	 	 	 	By:	 	/s/    STEVEN J. TOMASSI        
	 	 	 	 	 	 	 Name:
	 	Stephen J. Tomassi
	 	 	 	 	 	 	 Title:
	 	Authorized Representative

  

									
	 	 	 	 	KERRHAWE S.A.
					
	 	 	 	 	 	 	By:	 	/s/    STEVEN J. TOMASSI        
	 	 	 	 	 	 	 Name:
	 	Stephen J. Tomassi
	 	 	 	 	 	 	 Title:
	 	Authorized Representative

  

									
	 	 	 	 	SYBRON CANADA LIMITED PARTNER COMPANY
			
	 	 	 	 	SYBRON CANADA LIMITED
					
	 	 	 	 	 	 	By:	 	/s/    STEVEN J. TOMASSI        
	 	 	 	 	 	 	 Name:
	 	Stephen J. Tomassi
	 	 	 	 	 	 	 Title:
	 	Authorized Representative

  










									
	LENDERS:	 	 	 	CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands Branch,
as Administrative Agent and Lender
					
	 	 	 	 	 	 	By:	 	/s/    JOSEPH ADIPIETRO        
	 	 	 	 	 	 	 Name:
	 	Joseph Adipietro
	 	 	 	 	 	 	 Title:
	 	Director
					
	 	 	 	 	 	 	 and
	 	 
					
	 	 	 	 	 	 	By:	 	/s/    JOSHUA PARRISH        
	 	 	 	 	 	 	 Name:
	 	Joshua Parrish
	 	 	 	 	 	 	 Title:
	 	Associate

  










			
	AIB DEBT MANAGEMENT LTD.
		
	By:	 	/s/    ROISIN
O’CONNELL        
	 Name:
	 	Roisin O’Connell
	 Title:
	 	Assistant Vice President
		
	 and
	 	 
		
	By:	 	/s/    MARGARET BRENNAN        
	 Name:
	 	Margaret Brennan
	 Title:
	 	Vice President


  










			
	ALLIED IRISH BANKS PLC
		
	By:	 	/s/    ROISIN
O’CONNELL        
	 Name:
	 	Roisin O’Connell
	 Title:
	 	Assistant Vice President
		
	 and
	 	 
		
	By:	 	/s/    MARGARET BRENNAN        
	 Name:
	 	Margaret Brennan
	 Title:
	 	Vice President


  










			
	APEX (IDM) CDO I, LTD.
		
	By:	 	BABSON CAPTIAL MANAGEMENT LLC AS,
	 	 	 as Collateral Manager

		
	By:	 	/s/    WILLIAM A. HAYES        
	 Name:
	 	William A. Hayes
	 Title:
	 	Managing Director


  










			
	AVALON CAPITAL LTD.
		
	By:	 	INVESCO SENIOR SECURED MANAGEMENT, INC.,
	 	 	 as Portfolio Advisor

		
	By:	 	/s/    THOMAS H.B. EWALD        
	 Name:
	 	Thomas H.B. Ewald
	 Title:
	 	Authorized Signatory


  










			
	AVALON CAPITAL LTD. 2
		
	By:	 	INVESCO SENIOR SECURED MANAGEMENT, INC.,
	 	 	 as Portfolio Advisor

		
	By:	 	/s/    THOMAS H.B. EWALD        
	 Name:
	 	Thomas H.B. Ewald
	 Title:
	 	Authorized Signatory


  










			
	BANK OF MONTREAL
		
	By:	 	/s/    SADHALA VALIA        
	 Name:
	 	Sadhala Valia
	 Title:
	 	Managing Director


  










			
	THE BANK OF NEW YORK
		
	By:	 	/s/    JONATHAN ROLLINS        
	 Name:
	 	Jonathan Rollins
	 Title:
	 	Vice President


  










			
	BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH
		
	By:	 	/s/    SHINICHIRO
MUNECHIKA        
	 Name:
	 	Shinichiro Munechika
	 Title:
	 	Deputy General Manager


  










			
	BIG SKY SENIOR LOAN FUND, LTD.
		
	By:	 	EATON VANCE MANAGEMENT,
	 	 	 as Investment Advisor

		
	By:	 	/s/    SCOTT H. PAGE        
	 Name:
	 	Scott H. Page
	 Title:
	 	Vice President


  










			
	CHARTER VIEW PORTFOLIO
		
	By:	 	INVESCO SENIOR SECURED MANAGEMENT, INC.,
	 	 	 as Investment Advisor

		
	By:	 	/s/    THOMAS H.B. EWALD        
	 Name:
	 	Thomas H.B. Ewald
	 Title:
	 	Authorized Signatory


  










			
	COMERICA WEST INCORPORATED
		
	By:	 	/s/    DON R. CARRUTH        
	 Name:
	 	Don R. Carruth
	 Title:
	 	Corporate Banking Representative


  










			
	CONSTANTINUS EATON VANCE CDO V, LTD.
		
	By:	 	EATON VANCE MANAGEMENT,
	 	 	 as Investment Advisor

		
	By:	 	/s/    SCOTT H. PAGE        
	 Name:
	 	Scott H. Page
	 Title:
	 	Vice President


  










			
	CALYON NEW YORK BRANCH
		
	By:	 	/s/    CHARLES HEIDSIECK        
	 Name:
	 	Charles Heidsieck
	 Title:
	 	Managing Director
	
	 and

		
	By:	 	/s/    ATTILA COACH        
	 Name:
	 	Attila Coach
	 Title:
	 	Managing Director


  










			
	C-SQUARED CDO LTD.
		
	By:	 	TCW ADVISORS, INC.,
	 	 	 as its Portfolio Manager

		
	By:	 	/s/    G. STEVEN KALIN        
	 Name:
	 	G. Steven Kalin
	 Title:
	 	Senior Vice President


  










			
	EATON VANCE CDO III, LTD.
		
	By:	 	EATON VANCE MANAGEMENT,
	 	 	 as Investment Advisor

		
	By:	 	/s/    SCOTT H. PAGE        
	 Name:
	 	Scott H. Page
	 Title:
	 	Vice President


  










			
	EATON VANCE CDO VI, LTD.
		
	By:	 	EATON VANCE MANAGEMENT,
	 	 	 as Investment Advisor

		
	By:	 	/s/    SCOTT H. PAGE        
	 Name:
	 	Scott H. Page
	 Title:
	 	Vice President


  










			
	 EATON VANCE INSTITUTIONAL
 SENIOR
LOAN FUND

		
	By:	 	EATON VANCE MANAGEMENT,
	 	 	 as Investment Advisor

		
	By:	 	/s/    SCOTT H. PAGE        
	 Name:
	 	Scott H. Page
	 Title:
	 	Vice President


  










			
	EATON VANCE SENIOR INCOME TRUST
		
	By:	 	EATON VANCE MANAGEMENT,
	 	 	 as Investment Advisor

		
	By:	 	/s/    SCOTT H. PAGE        
	 Name:
	 	Scott H. Page
	 Title:
	 	Vice President


  










			
	 EATON VANCE VT FLOATING RATE
 INCOME FUND

		
	By:	 	EATON VANCE MANAGEMENT,
	 	 	 as Investment Advisor

		
	By:	 	/s/    SCOTT H. PAGE        
	 Name:
	 	Scott H. Page
	 Title:
	 	Vice President


  










			
	ELF FUNDING TRUST III
		
	By:	 	 NEW YORK LIFE INVESTMENT
 MANAGEMENT,
LLC,

	 	 	 as Attorney-in-Fact

		
	By:	 	/s/    ROBERT H. DIAL        
	 Name:
	 	Robert H. Dial
	 Title:
	 	Director


  










			
	 FIDELITY ADVISOR SERIES II:
 FIDELITY ADVISOR FLOATING RATE
 HIGH INCOME FUND

		
	By:	 	/s/    FRANK KNOX        
	 Name:
	 	Frank Knox
	 Title:
	 	Asst Treasurer


  










			
	FIRSTRUST BANK
		
	 By:
	 	/s/    KENT NELSON        
	 Name:
	 	Kent Nelson
	Title:	 	Senior Vice President


  










			
	FLEET NATIONAL BANK
		
	 By:
	 	/s/    KEVIN R. WAGLEY        
	 Name:
	 	Kevin R. Wagley
	 Title:
	 	Principal


  










			
	GENERAL ELECTRIC CAPITAL CORPORATION
		
	 By:
	 	/s/    BRIAN P. SCHWINN        
	 Name:
	 	Brian P. Schwinn
	 Title:
	 	Duly Authorized Signatory


  










			
	GRAYSON & CO
		
	 By:
	 	BOSTON MANAGEMENT AND RESEARCH,
	 	 	 as Investment Advisor

		
	 By:
	 	/s/    SCOTT H. PAGE        
	 Name:
	 	Scott H. Page
	 Title:
	 	Vice President


  










			
	HAMILTON FLOATING RATE FUND, LLC
		
	 By:
	 	/s/    DEAN STEPHAN        
	 Name:
	 	Dean Stephan
	 Title:
	 	Managing Director


  










			
	HANOVER SQUARE CLO LTD.
		
	 By:
	 	BLACKSTONE DEBT ADVISORS, L.P.,
	 	 	 as Collateral Manager

		
	By:	 	/s/    DEAN CRIARES        
	 Name:
	 	Dean Criares
	 Title:
	 	Managing Director


  










			
	HARBOUR TOWN FUNDING LLC
		
	By:	 	/s/    DIANA M. HIMES        
	 Name:
	 	Diana M. Himes
	 Title:
	 	Assistant Vice President


  










			
	IKB CAPITAL CORPORATION
		
	By:	 	/s/    DAVID SNYDER        
	 Name:
	 	David Snyder
	 Title:
	 	President


  










			
	INDOSUEZ CAPITAL FUNDING VI, LIMITED
		
	 By:
	 	INDOSUEZ CAPITAL,
	 	 	 as Collateral Manager

		
	By:	 	/s/    CHARLES KOBAYASHI        
	 Name:
	 	Charles Kobayashi
	 Title:
	 	Principal and Portfolio Manager


  










			
	ING PRIME RATE TRUST
		
	 By:
	 	AELTUS INVESTMENT MANAGEMENT, INC.,
	 	 	 as its Investment Manager

		
	By:	 	/s/    MICHEL PRINCE        
	 Name:
	 	Michel Prince, CFA
	 Title:
	 	Vice President


  










			
	JUPITER LOAN FUNDING LLC
		
	By:	 	/s/    DIANA M. HIMES        
	 Name:
	 	Diana M. Himes
	 Title:
	 	Assistant Vice President


  










			
	KZH CRESCENT-3 LLC
		
	By:	 	/s/    DORIAN HERRERA        
	 Name:
	 	Dorian Herrera
	 Title:
	 	Authorized Agent


  










			
	LASALLE BANK NATIONAL ASSOCIATION
		
	By:	 	/s/    LORA BACKOFEN        
	 Name:
	 	Lora Backofen
	 Title:
	 	First Vice President


  










			
	LOAN FUNDING I LLC,
	 A wholly owned subsidiary of Citibank, N.A

		
	By:	 	 TCW Advisors, Inc.,

	 	 	 As portfolio manager of

	 	 	 Loan Funding I LLC



  

			
		
	By:	 	/s/    G. STEVEN KALIN        
	 Name:
	 	G. Steven Kalin
	 Title:
	 	Senior Vice President


  

			
		
	By:	 	/s/    RICHARD F. KURTH        
	 Name:
	 	Richard F. Kurth
	 Title:
	 	Senior Vice President


  










			
	MIZUHO CORPORATE BANK, LTD.
		
	By:	 	/s/    GREG BOTSHON        
	 Name:
	 	Greg Botshon
	 Title:
	 	Senior Vice President


  










			
	NATEXIS BANQUES POPULAIRES
		
	By:	 	/s/    TEFTA GHILAGA        
	 Name:
	 	Tefta Ghilaga
	 Title:
	 	Vice President


  

			
	 and

		
	By:	 	/s/    KRISTEN E.
BRAINARD        
	 Name:
	 	Kristen E. Brainard
	 Title:
	 	Assistant Vice President


  










			
	NATIONAL CITY BANK
		
	By:	 	/s/    FRANK E. BYRNE        
	 Name:
	 	Frank E. Byrne
	 Title:
	 	Account Office


  










			
	NORINCHUKIN BANK
		
	By:	 	/s/    MASANORI SHOJI        
	 Name:
	 	Masanori Shoji
	 Title:
	 	Joint General Manager


  










			
	NOVA CDO 2001, LTD.
		
	By:	 	/s/    DAVID MAHON        
	 Name:
	 	David Mahon
	 Title:
	 	Vice President


  










			
	OCTAGON INVESTMENT PARTNERS III, LTD.
		
	By:	 	OCTAGON CREDIT INVESTORS, LLC,
	 	 	 as Portfolio Manager

		
	By:	 	/s/    ANDREW D. GORDON        
	 Name:
	 	Andrew D. Gordon
	 Title:
	 	Portfolio Manager


  










			
	OCTAGON INVESTMENT PARTNERS V, LTD.
		
	By:	 	 OCTAGON CREDIT INVESTORS, LLC,
 as Portfolio
Manager

		
	 By:
	 	/s/    ANDREW D.
GORDON        
	 Name:
	 	Andrew D. Gordon
	 Title:
	 	Portfolio Manager


  










			
	OXFORD STRATEGIC INCOME FUND
		
	By:	 	 EATON VANCE MANAGEMENT,
 as Investment
Advisor

		
	 By:
	 	/s/    SCOTT H. PAGE        
	 Name:
	 	Scott H. Page
	 Title:
	 	Vice President


  










			
	PILGRIM CLO 1999 - I LTD.
		
	 By:
	 	 ING INVESTMENTS, LLC,
 as its Investment
Manager

		
	 By:
	 	/s/    MICHEL PRINCE        
	 Name:
	 	Michel Prince, CFA
	 Title:
	 	Vice President


  










			
	PPM SHADOW CREEK FUNDING LLC
		
	 By:
	 	/s/    DIANA M. HIMES        
	 Name:
	 	Diana M. Himes
	 Title:
	 	Assistant Vice President


  










			
	PPM SPYGLASS FUNDING TRUST
		
	 By:
	 	/s/    DIANA M. HIMES        
	 Name:
	 	Diana M. Himes
	 Title:
	 	Authorized Agent


  










			
	RACE POINT CLO, LIMITED
		
	By:	 	 SANKATY ADVISORS, LLC,
 as Collateral
Manager

		
	 By:
	 	/s/    DIANE J. EXTER        
	 Name:
	 	Diane J. Exter
	 Title:
	 	Managing Director, Portfolio Manager


  










			
	SARATOGA CLO I, LIMITED
		
	By:	 	 INVESCO SENIOR SECURED MANAGEMENT, INC.,
 as Asset
Manager

		
	 By:
	 	/s/    THOMAS H.B.
EWALD        
	 Name:
	 	Thomas H.B. Ewald
	 Title:
	 	Authorized Signatory


  










			
	SENIOR DEBT PORTFOLIO
		
	By:	 	BOSTON MANAGEMENT AND
RESEARCH,
	 	 	 as Investment Advisor

		
	By:	 	/s/    SCOTT H. PAGE        
	 Name:
	 	Scott H. Page
	 Title:
	 	Vice President


  










			
	SEQUILS-LIBERTY, LTD.
		
	By:	 	INVESCO SENIOR SECURED MANAGEMENT, INC.,
	 	 	 as Collateral Manager

		
	By:	 	/s/    THOMAS H.B. EWALD        
	 Name:
	 	Thomas H.B. Ewald
	 Title:
	 	Authorized Signatory


  










			
	SIERRA CLO I LTD
		
	By:	 	CENTRE PACIFIC, LLC,
	 	 	 its Manager

		
	By:	 	/s/    JOHN M. CASPARIAN        
	 Name:
	 	John M. Casparian
	 Title:
	 	Chief Operating Officer


  










			
	THE SUMITOMO TRUST & BANKING
CO., LTD., NEW YORK BRANCH
		
	By:	 	/s/    ELIZABETH A.
QUIRK        
	 Name:
	 	Elizabeth A. Quirk
	 Title:
	 	Vice President


  










			
	TOLLI & CO.
		
	By:	 	/s/    SCOTT H. PAGE        
	 Name:
	 	Scott H. Page
	 Title:
	 	Vice President


  










			
	WEBSTER BANK
		
	By:	 	/s/    GAIL BRUHN        
	 Name:
	 	Gail Bruhn
	 Title:
	 	Sr. Vice President


  










			
	WINGED FOOT FUNDING TRUST
		
	By:	 	/s/    DIANA M. HIMES        
	 Name:
	 	Diana M. Himes
	 Title:
	 	Authorized Agent