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