exhibit10-158.htm


    

      
        
           


        

        
            

          
            

          

        

        
           


          
            Exhibit
10.158

          

        

      


      FIFTH
AMENDMENT TO THE

       

      AMENDED
AND RESTATED CREDIT AGREEMENT

       

       

       

      THIS FIFTH
AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”),
dated as of October 17, 2008, is made by and among GCI HOLDINGS, INC., an Alaska
corporation, GCI COMMUNICATION CORP., an Alaska corporation, GCI CABLE, INC., an
Alaska corporation, GCI FIBER COMMUNICATION CO., INC., an Alaska corporation,
POTTER VIEW DEVELOPMENT CO., INC., an Alaska corporation, ALASKA UNITED FIBER
SYSTEM PARTNERSHIP, an Alaska partnership, ALASKA WIRELESS COMMUNICATIONS, LLC,
an Alaska limited liability company, ALASKA DIGITEL, LLC, an Alaska limited
liability company and FIRE LAKE PARTNERS, LLC, an Alaska limited liability
company (each individually, a “Borrower”
and, collectively, the “Borrowers”),
GCI, INC., an Alaska corporation (“Guarantor”),
the banks, financial institutions, and other lenders party hereto (the “Lenders”),
and CALYON NEW YORK BRANCH, as administrative agent (the “Administrative
Agent” and, in its capacity hereunder as arranger, the “Arranger”).  All
capitalized terms used herein and not otherwise expressly defined herein shall
have the respective meanings given to such terms in the Credit Agreement (as
defined below).

       

      WHEREAS,
the Borrowers, Administrative Agent, Initial Lenders and the other parties
thereto entered into that certain Amended and Restated Credit Agreement, dated
as of August 31, 2005 (as amended, supplemented or modified from time to time,
the “Credit
Agreement”);

       

      WHEREAS,
the Borrowers have requested that the Lenders and the Administrative Agent agree
to an amendment to Section
7.5(e) of the Credit Agreement increasing the aggregate amount of Capital
Expenditures permitted during the fiscal year ending December 31, 2008, from
$225,000,000 to $240,000,000; and

       

      WHEREAS,
the Lenders and Administrative Agent are willing to agree to such amendment more
fully set forth herein, subject to the terms and conditions set forth
herein.

       

      NOW, THEREFORE,
in consideration of the foregoing premises, and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

       

      1. Amendment
to the Credit Agreement.  Section
7.5(e) of the Credit Agreement is hereby amended by deleting the Maximum
Capital Expenditure Amount for the fiscal year ended December 31, 2008, of
$225,000,000, and, in lieu thereof, inserting a Maximum Capital Expenditure
Amount for the fiscal year ended December 31, 2008, of
$240,000,000.

       

      2. Effectiveness.  This
Amendment shall become effective upon receipt by the Administrative Agent of
originally executed counterparts hereof by each of the Borrowers, Guarantor and
Majority Lenders.

       

      3. Acknowledgement
and Consent.  Guarantor hereby consents to the terms of this
Agreement and further hereby confirms and agrees that, notwithstanding the
effectiveness of this Agreement, the obligations of Guarantor under each of the
Loan Documents to which Guarantor is a party shall not be impaired and each of
the Loan Documents to which Guarantor is a party is, and shall continue to be,
in full force and effect and is hereby confirmed and ratified in all
respects.

       

      4. Representations
and Warranties.  To induce the Administrative Agent and the
Lenders to enter into this Amendment, each of the Borrowers and their
Subsidiaries that are Loan Parties does hereby represent and warrant that as of
the date hereof:

       

      (a) there exists no
Default or Event of Default under the Credit Agreement or any of the other Loan
Documents;

       

      (b) each Borrower has
the power and authority and has taken all the
necessary action to authorize the execution, delivery and performance of this
Amendment;

       

      (c) this Amendment has
been duly executed and delivered by the duly authorized officers of the
Borrowers, and this Amendment and the Credit Agreement, as amended hereby, are
the legal, valid and binding obligation of each Borrower enforceable against
each Borrower in accordance with their terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors’ rights generally and by general principles of equity;
and

       

      (d) the execution,
delivery and performance of this Amendment in accordance with the terms herein
do not and will not, with the passage of time, the giving of notice or
otherwise: (i) require any consent, approval, authorization, permit or license,
governmental or otherwise which has not already been obtained or is not in full
force and effect or violate any applicable law relating to any Borrower; (ii)
conflict with, result in a breach of or constitute a default under (A) the
articles or certificate of incorporation or bylaws, operating agreement or the
partnership agreement, as the case may be, of any Borrower, (B) any indenture,
material agreement or other material instrument to which any Borrower is a party
or by which any of its properties may be bound, or (C) any material Licenses; or
(iii) result in or require the creation or imposition of any Lien upon or with
respect to any property now owned or hereafter acquired by the Borrowers other
than Permitted Liens.

       

      5. General.   This
Amendment:

       

      (a) shall be deemed to
be a Loan Document;

       

      (b) embodies the entire
understanding and agreement among the parties hereto and thereto with respect to
the subject matter hereof and thereof and supersedes all prior agreements,
understandings and inducements, whether express or implied, oral or written;
and

       

      (c) may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same
agreement.  Delivery of an executed counterpart by electronic
transmission shall be equally effective as delivery of a manually executed
counterpart to this Amendment.

       

      6. No
Course of Dealing or Performance.  Each of the Borrowers
acknowledges and agrees that the execution, delivery and performance of this
Amendment by the Administrative Agent and each of the Lenders does not and shall
not create (nor shall Borrowers rely upon the existence of or claim or assert
that there exists) any obligation of any of the Lenders and the Administrative
Agent to consider or agree to any other amendment of or consent with respect to
any of the Loan Documents, or any other instrument or agreement to which the
Administrative Agent or any Lender is a party (collectively an “Amendment
or Consent”), and in the event that the Administrative Agent or any of
the Lenders subsequently agree to consider any requested Amendment or Consent,
neither the existence of this Amendment, nor any other conduct of the
Administrative Agent or any of the Lenders related hereto, shall be of any force
or effect on the Administrative Agent’s or any of the Lenders’ consideration or
decision with respect to any such requested Amendment or Consent, and the
Administrative Agent and the Lenders shall not have any obligation whatsoever to
consider or agree to any such Amendment or Consent.

       

      7. Fees
and Expenses.  The Borrowers and their Subsidiaries hereby
acknowledge and agree that all fees and expenses as described in Section
11.2 of the Credit Agreement incurred by the Administrative Agent,
including, without limitation, those related to the preparation, arrangement,
negotiation, documentation, syndication, closing and administration of the
transactions contemplated by this Amendment, whether or not such transactions
are consummated, shall be for the account of the
Borrowers.

       

      8. Successors
and Assigns.  This Amendment shall be binding upon and inure to
the benefit of the successors and permitted assigns of the parties
hereto.

       

      9. Governing
Law.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED IN NEW YORK.

       

       

      Signatures appear
on the following pages.


      
        
           


        

        
            

          
            

          

        

        
           


        

      

      
    IN WITNESS WHEREOF,
the parties here to have caused this Amendment to be executed by their
respective duly authorized representatives as of the date first written
above.

       

      
        
          	 	 	 
	 	 	 Borrowers:	 
	
                   

                	
                   

                	 	 
	 	 	GCI HOLDINGS,
      INC.	 
	 	 	GCI
      COMMUNICATION CORP 	 
	 	 	GCI FIBER
      COMMUNICATION CO., INC.	 
	 	 	 each an
      Alaska Corporation	 
	 	 	 	 
	 	 	 By: /s/
      Bruce Broquet	 
	 	 	 Name:
      Bruce L. Broquet	 
	 	 	 Title:
      Vice President, Finance	 


        

      

       

      
        
          	 	 	 
	 	 	 GCI
      CABLE, INC.	 
	
                   

                	
                   

                	an Alaska
      Corporation	 
	 	 	By: /s/
      Robert W. Ormberg	 
	 	 	Name: Robert
      W. Ormberg 	 
	 	 	Title: Vice
      President, Content and Production Management	 
	 	 	 	 


        

      

       

      
        
          	 	 	 
	 	 	 POTTER
      VIEW DEVELOPMENT CO., INC.	 
	
                   

                	
                   

                	an Alaska
      Corporation	 
	 	 	By: /s/ David
      Morris	 
	 	 	Name: David
      Morris	 
	 	 	Title:
      President	 
	 	 	 	 


        

      

       

      
        
          	 	 	 
	 	 	 ALASKA
      UNITED FIBER SYSTEM PARTNERSHIP,	 
	
                   

                	
                   

                	an Alaska
      Partnership	 
	 	 	By: GCI
      COMMUNICATION CORP.,	 
	 	 	 its
      general partner 	 
	 	 	By: /s/ Bruce
      L. Broquet	 
	 	 	Name: Bruce
      L. Broquet	 
	 	 	Title: Vice
      President, Finance	 
	 	 	 	 


        

      

    

     

    Signature Page
- Fifth Amendment 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	 	 
	 	 	By: GCI
      HOLDINGS, INC.,	 
	
                 

              	
                 

              	its general
      partner	 
	 	 	By: /s/ Bruce
      Broquet	 
	 	 	Name: Bruce
      L. Broquet 	 
	 	 	Title: Vice
      President, Finance	 
	 	 	 	 


      

    

     

    
      
        	 	 	 
	 	 	 ALASKA
      WIRELESS COMMUNICATIONS, LLC	 
	
                 

              	
                 

              	an Alaska
      Limited Liability Company	 
	 	 	
                By: GCI
      COMMUNICATION CORP.,

              	 
	 	 	 its
      sole Member and Manager     	 
	 	 	 By: /s/
      Bruce Broquet	 
	 	 	Name: Bruce
      L. Broquet.	 
	 	 	Title: Vice
      President, Finance	 
	 	 	 	 


      

    

     

    
      	 	 	 
	 	 	 ALASKA
      DIGITEL, LLC 	 
	
               

            	
               

            	an Alaska
      Limited Liability Company	 
	 	 	 By: /s/
      Bruce Broquet	 
	 	 	Name: Bruce
      L. Broquet.	 
	 	 	Title: Vice
      President, Finance	 
	 	 	 	 


    

     

    
      	 	 	 
	 	 	 FIRE
      LAKE PARTNERS , LLC	 
	
               

            	
               

            	an Alaska
      Limited Liability Company	 
	 	 	
              By: GCI
      COMMUNICATION CORP.,

            	 
	 	 	 its
      sole Member and Manager     	 
	 	 	 By: /s/
      Bruce Broquet	 
	 	 	Name: Bruce
      L. Broquet.	 
	 	 	Title: Vice
      President, Finance	 
	 


    

     

    
      	 	 
	 	 	 GCI,
      INC.	 
	
               

            	
               

            	an Alaska
      Corporation, as Guarantor 	 
	 	 	 By: /s/
      Bruce Broquet	 
	 	 	Name: Bruce
      L. Broquet.	 
	 	 	Title: Vice
      President, Finance


    

     

    Signature Page
- Fifth Amendment

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	 	 
	 	 	 CALYON
      NEW YORK BRANCH,	 
	
               

            	
               

            	an
      Administrative Agent and Lender 	 
	 	 	 By: /s/
      W. Michael George	 
	 	 	Name: W.
      Michael George	 
	 	 	Title:
      Managing Director


    

     

    
      	 	 
	 	 	 By: /s/
      Priya Vrat	 
	 	 	Name: Priya
      Vrat	 
	 	 	Title:
      Director


    

     

    Signature Page
- Fifth Amendment

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

       

      
        	 	 
	 	 	 UNION
      BANK OF CALIFORNIA N.A.,	 
	
                 

              	
                 

              	as Lender
      	 
	 	 	 By: /s/
      David Hill	 
	 	 	Name: David
      Hill	 
	 	 	Title:
      Assistant Vice President


      

       

      
        Signature Page
- Fifth Amendment

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      
        	 	 
	 	 	 COBANK,
      ACB, 	 
	
                 

              	
                 

              	as Lender
      	 
	 	 	 By: /s/
      Tod Koeruer	 
	 	 	Name: Tod
      Koeruer	 
	 	 	Title:
      Managing Director


      

       

      
        Signature Page
- Fifth Amendment

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      
        
          	 	 
	 	 	 WELLS
      FARGO BANK, N.A.,	 
	
                   

                	
                   

                	as Lender
      	 
	 	 	 By: /s/
      Logan Birch	 
	 	 	Name: Logan
      Birch	 
	 	 	Title:
      Assistant Vice President


        

         

        
          Signature Page
- Fifth Amendment

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    
      
        
          	 	 
	 	 	 GENERAL
      ELECTRIC CAPITAL	 
	
                   

                	
                   

                	as Lender
      	 
	 	 	 By: /s/
      Jason Soto	 
	 	 	Name: Jason
      Soto	 
	 	 	Title:
      Authorized Signatory


        

         

        
          Signature Page
- Fifth Amendment

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    
      
        
          	 	 
	 	 	 CIT
      LENDING SERVICES CORPORATION 	 
	
                   

                	
                   

                	as Lender
      	 
	 	 	 By: /s/
      Anthony Holland	 
	 	 	Name: Anthony
      Holland	 
	 	 	Title: Vice
      President


        

         

        
          Signature Page
- Fifth Amendment

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    
      
        
          	 	 
	 	 	 CIT
      MIDDLE MARKET LOAN TRUST I	 
	
                   

                	
                   

                	as Lender
      	 
	 	 	 By: Cit
      Lending Services Corporation	 
	 	 	 as
      Authorized Beneficial Owner	 
	 	 	 By: /s/
      Roger M. Burns 	 
	 	 	Name: Roger
      M. Burns	 
	 	 	Title:
      President 


        

         

        
          Signature Page
- Fifth Amendment

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    
      
        
          	 	 
	 	 	 BNP
      PARIBAS	 
	
                   

                	
                   

                	as Lender
      	 
	 	 	 By: /s/
      Ola Anderssen	 
	 	 	Name: Ola
      Anderssen	 
	 	 	Title:
      Director


        

         

        
          
            	 	By: /s/ Young
      Wu
	 	 	Name: Young
      Wu	 
	 	 	Title: Vice
      President


             

            Signature Page
- Fifth Amendment

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

      

    

     

    
      
        	 	 
	 	 	 U.S.
      BANK NATIONAL ASSOCIATION 	 
	
                 

              	
                 

              	as Lender
      	 
	 	 	 By: /s/
      John T. Pearson	 
	 	 	Name: John T.
      Pearson	 
	 	 	Title: Vice
      President


      

       

      
        Signature Page
- Fifth Amendment

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      
        	 	 
	 	 	 ROYAL
      BANK OF CANADA 	 
	
                 

              	
                 

              	as Lender
      	 
	 	 	 By: /s/
      Mutsafa Topiwalla	 
	 	 	Name: Mutsafa
      Topiwalla	 
	 	 	Title:
      Authorized Signatory


      

       

      
        Signature Page
- Fifth Amendment

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      
        	 	 
	 	 	 CIT
      BANK	 
	
                 

              	
                 

              	as Lender
      	 
	 	 	 By: /s/
      Benjamin Haslam	 
	 	 	Name:
      Benjamin Haslam	 
	 	 	Title:
      Authorized Signatory


      

       

      
        Signature Page
- Fifth Amendment

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      
        	 	 
	 	 	 FRANKLIN	 
	
                 

              	
                 

              	as Lender
      	 
	 	 	 By: /s/
      Tyler Chan	 
	 	 	Name: Tyler
      Chan	 
	 	 	Title: Vice
      President


      

       

      
        Signature Page
- Fifth Amendment

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      
        	 	 
	 	 	 LANDMARK
      II CDO LIMITED 	 
	
                 

              	
                 

              	By: Aladdin
      Capital Management, as Manager 	 
	 	 	 By: /s/
      James Bragg	 
	 	 	Name: James
      Bragg	 
	 	 	Title:
      Director


      

       

      
        Signature Page
- Fifth Amendment

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      
      

       

      
        
          	 	 
	 	 	 LANDMARK
      III CDO LIMITED 	 
	
                   

                	
                   

                	By: Aladdin
      Capital Management, as Manager 	 
	 	 	 By: /s/
      James Bragg	 
	 	 	Name: James
      Bragg	 
	 	 	Title:
      Director


        

         

        
          Signature Page
- Fifth Amendment

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    
      
      

       

      
        
          	 	 
	 	 	 LANDMARK
      IV CDO LIMITED 	 
	
                   

                	
                   

                	By: Aladdin
      Capital Management, as Manager 	 
	 	 	 By: /s/
      James Bragg	 
	 	 	Name: James
      Bragg	 
	 	 	Title:
      Director


        

         

        
          Signature Page
- Fifth Amendment

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    
      
      

       

      
        
          	 	 
	 	 	 LANDMARK
      V CDO LIMITED 	 
	
                   

                	
                   

                	By: Aladdin
      Capital Management, as Manager 	 
	 	 	 By: /s/
      James Bragg	 
	 	 	Name: James
      Bragg	 
	 	 	Title:
      Director


        

         

        
          Signature Page
- Fifth Amendment

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
            

             

            
              
                	 	 
	 	 	 LANDMARK VIII
      CLO LTD 	 
	
                         

                      	
                         

                      	By: Aladdin
      Capital Management, as Manager 	 
	 	 	 By: /s/
      James Bragg	 
	 	 	Name: James
      Bragg	 
	 	 	Title:
      Director


              

               

              
                Signature Page
- Fifth Amendment

                 

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

          

        

      

    

     

    
      
      

       

      
        
          	 	 
	 	 	 LANDMARK
      IX CDO LTD	 
	
                   

                	
                   

                	By: Aladdin
      Capital Management, as Manager 	 
	 	 	 By: /s/
      James Bragg	 
	 	 	Name: James
      Bragg	 
	 	 	Title:
      Director


        

         

        
          Signature Page
- Fifth Amendment

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
            

             

            
              
                	 	 
	 	 	 INVESCO
       	 
	
                         

                      	
                         

                      	AIM FLOATING
      RATE FUND, as Lender 	 
	 	 	 By: /s/
      Thomas Ewald	 
	 	 	Name: Thomas
      Ewald	 
	 	 	Title:
      Authorized Signatory


              

               

              
                
                  	 	 
	 	 	 ALZETTE
      EUROPEAN CLO S.A.	 
	
                           

                        	
                           

                        	 as
      Lender 	 
	 	 	 By: /s/
      Thoms Ewald 	 
	 	 	Name: Thomas
      Ewald	 
	 	 	Title:
      Authorized Signatory


                   

                  
                    	 
	 	 	 ATLAS
      LOAN FUNDING (NAVIGATOR), LLC,	 
	
                             

                          	
                             

                          	 as
      Lender 	 
	 	 	 By: /s/
      Heather M. Jousma	 
	 	 	Name: Heather
      M. Jousma	 
	 	 	Title:
      Authorized
Signatory


                  

                

              

            

          

        

      

    

     

    
      	 
	 	 	 AVALON
      CAPITAL LTD, 3	 
	
               

            	
               

            	 as
      Lender 	 
	 	 	 By: /s/
      Thomas Ewald 	 
	 	 	Name: Thomas
      Ewald	 
	 	 	Title:
      Authorized Signatory


    

     

    
      	 	 	 INVESCO	 
	
               

            	
               

            	BELHURST CLO,
      LTD, as Lender	 
	 	 	 By: /s/
      Thomas Ewald 	 
	 	 	Name: Thomas
      Ewald	 
	 	 	Title:
      Authorized Signatory


    

     

    
      	 	 	 CELTS
      CLO 2007-1, LTD	 
	
               

            	
               

            	 as
      Lender 	 
	 	 	 By: /s/
      Thomas Ewald 	 
	 	 	Name: Thomas
      Ewald	 
	 	 	Title:
      Authorized Signatory


    

     

    
      	 	 	 CHAMPLAIN
      CLO Ltd	 
	
               

            	
               

            	 as
      Lender 	 
	 	 	 By: /s/
      Thomas Ewald 	 
	 	 	Name: Thomas
      Ewald	 
	 	 	Title:
      Authorized Signatory


    

     

    
      	 	 	CHARTER VIEW
      PORTFOLIO	 
	
               

            	
               

            	 as
      Lender 	 
	 	 	 By: /s/
      Thomas Ewald 	 
	 	 	Name: Thomas
      Ewald	 
	 	 	Title:
      Authorized Signatory


    

     

    
      	 	 	 INVESCO	 
	
               

            	
               

            	DIVERSIFIED
      CREDIT PORTFOLIO, Ltd, as Lender	 
	 	 	 By: /s/
      Thomas Ewald 	 
	 	 	Name: Thomas
      Ewald	 
	 	 	Title:
      Authorized Signatory


       

      
        	 	 	KATONAH V,
      Ltd	 
	
                 

              	
                 

              	as
      Lender	 
	 	 	 By: /s/
      Thomas Ewald 	 
	 	 	Name: Thomas
      Ewald	 
	 	 	Title:
      Authorized Signatory


         

        
          	 	 	LIMBEROCK CLO
      I	 
	
                   

                	
                   

                	 as
      Lender	 
	 	 	 By: /s/
      Thomas Ewald 	 
	 	 	Name: Thomas
      Ewald	 
	 	 	Title:
      Authorized Signatory


           

          
            	 	 	 LOAN
      FUNDING IX, LLC 	 
	
                     

                  	
                     

                  	as
      Lender	 
	 	 	 By: /s/
      Thomas Ewald 	 
	 	 	Name: Thomas
      Ewald	 
	 	 	Title:
      Authorized Signatory


             

            
              	 	 	 INVESCO	 
	
                       

                    	
                       

                    	MOSELLE CLO
      S.A., as Lender	 
	 	 	 By: /s/
      Thomas Ewald 	 
	 	 	Name: Thomas
      Ewald	 
	 	 	Title:
      Authorized Signatory


               

              
                	 	 	NAUTIQUE
      FUNDING Ltd	 
	
                         

                      	
                         

                      	 as
      Lender	 
	 	 	 By: /s/
      Thomas Ewald 	 
	 	 	Name: Thomas
      Ewald	 
	 	 	Title:
      Authorized Signatory


                 

                
                  	 	 	 PERTRUSSE
      EUROPEAN CLO S.A.	 
	
                           

                        	
                           

                        	as
      Lender	 
	 	 	 By: /s/
      Thomas Ewald 	 
	 	 	Name: Thomas
      Ewald	 
	 	 	Title:
      Authorized Signatory


                   

                  
                    	 	 	SAGAMORE CLO
      Ltd	 
	
                             

                          	
                             

                          	 as
      Lender	 
	 	 	 By: /s/
      Thomas Ewald 	 
	 	 	Name: Thomas
      Ewald	 
	 	 	Title:
      Authorized Signatory


                     

                    
                      	 	 	 INVESCO	 
	
                               

                            	
                               

                            	SARATOGA CLO
      I LIMITED, as Lender	 
	 	 	 By: /s/
      Thomas Ewald 	 
	 	 	Name: Thomas
      Ewald	 
	 	 	Title:
      Authorized Signatory


                       

                      
                        	 	 	WASATCH, CLO
      Ltd	 
	
                                 

                              	
                                 

                              	as
      Lender	 
	 	 	 By: /s/
      Thomas Ewald 	 
	 	 	Name: Thomas
      Ewald	 
	 	 	Title:
      Authorized Signatory