Third Consent, Waiver and Amendment to Credit Agreement



 Exhibit 4.8 
 EXECUTION VERSION 
 THIRD CONSENT, WAIVER AND AMENDMENT TO CREDIT
AGREEMENT 
 THIRD CONSENT, WAIVER AND AMENDMENT dated as of November 29, 2011 (this “Consent”), to the
CREDIT AGREEMENT dated as of April 12, 2007 (as amended by that certain First Amendment, dated as of October 24, 2007 and that certain Consent, Waiver and Amendment, dated as of July 28, 2008 (and as otherwise amended, restated,
supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among, inter alia, MACDERMID HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), MATRIX ACQUISITION CORP.,
a Connecticut corporation, and MACDERMID, INCORPORATED, a Connecticut corporation (as successor to Matrix Acquisition Corp., the “Borrower”), the subsidiaries of the borrower from time to time parties thereto, the LENDERS from time
to time parties thereto, CREDIT SUISSE, as Administrative Agent and as Collateral Agent, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, and CIBC WORLD MARKETS CORP. and BEAR STEARNS & CO. INC., as Co-Documentation Agents.

 A. Holdings and the Borrower propose to engage in a corporate restructuring in connection with the consummation of an initial
public offering (the “IPO”) in accordance with the following restructuring plan (collectively, the “IPO Structuring Transactions”): (a) the establishment by Holdings of a new holding company, MacDermid Group,
Inc., a Delaware corporation (“New Holdings”), which shall become a Guarantor and Grantor, (b) the transfer of all of the Equity Interests (and any related assets) in the Borrower held by Holdings, which Equity Interests shall
remain subject to the pledges and grants of security pursuant to the Pledge and Security Agreement, by Holdings to New Holdings in exchange for Equity Interests in New Holdings and (c) the liquidation of Holdings and in connection therewith the
distribution by Holdings of the Equity Interests in New Holdings (and any related assets) held by Holdings to the equity holders of Holdings. 
 B. In connection with the IPO Structuring Transactions, Holdings and the Borrower have requested that the Required Lenders consent to the IPO Structuring Transactions for all purposes under the Credit
Agreement and all of the other Loan Documents and, without limiting the generality of the foregoing, agree to waive the application of the definition of “Change of Control” and “Asset Sale” and Sections 2.05(b)(ii), 7.05(a),
8.03, 8.04, 8.05, 8.07 and 9.01(l) of the Credit Agreement to the IPO Structuring Transactions and, in connection therewith, to make certain amendments to and waivers of the Credit Agreement, and to release any security interests in the capital
stock of New Holdings held by Holdings, in each case as provided for herein. 
 C. The Lenders whose signatures appear below,
constituting at least the Required Lenders, are willing to consent to the IPO Structuring Transactions, waive the application of the foregoing provisions of the Credit Agreement to the IPO Structuring Transactions and amend the Credit Agreement, in
each case, on the terms and subject to the conditions set forth herein. 
 D. Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Credit Agreement. 







 Accordingly, in consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 

SECTION 1. Consent and Waiver. As of (and subject to the occurrence and continuation of) the Consent Effective Date (as defined
below), the Required Lenders hereby (a) consent to the IPO Structuring Transactions for all purposes of the Credit Agreement and the other Loan Documents, (b) without limiting the generality of the foregoing, agree that the definition of
“Change of Control” and “Asset Sale” and Sections 2.05(b)(ii), 7.05(a), 8.03, 8.04, 8.05, 8.07 and 9.01(l) of the Credit Agreement shall not apply to the IPO Structuring Transactions, and hereby waive compliance with such
provisions with respect to the IPO Structuring Transactions, (c) waive compliance with the provisions of Section 7.12 with respect to MacDermid Group, Inc. as well as Section 7.03(a) insofar as it relates to any Default or Event of
Default being waived pursuant to this Section 1(c) and (d) agree that any security interest or pledge granted pursuant to any Loan Document with respect to the capital stock of New Holdings held by Holdings is hereby released and that no
Loan Document shall require or be deemed to require the granting of a security interest in, and pledge of, the capital stock of New Holdings. 
 SECTION 2. Amendment of the Loan Documents. The Loan Documents are hereby amended, effective as of (and subject to the occurrence and continuation of) the Consent Effective Date, to (a) delete
the definition of “Holdings” in each applicable Loan Document in its entirety and replace it with “MacDermid Holdings, LLC (formerly known as MDI Holdings, LLC), a Delaware limited liability company, and, immediately following the
transfer of all of the Equity Interests in the Borrower held by MacDermid Holdings LLC to such entity, MacDermid Group, Inc., a Delaware corporation”, (b) add the following definitions: ““IPO Structuring Transactions” has
the meaning assigned in the Third Amendment”, ““IPO” has the meaning assigned in the Third Amendment” and ““Third Amendment” means that certain Third Consent, Waiver and Amendment to the Credit Agreement,
dated as of November 29, 2011, among MacDermid Holdings, LLC, the Borrower, the Lenders and Credit Suisse as the Administrative Agent and Collateral Agent”, (c) amend the definition of “Required Prepayment Percentage” to
insert the following at the end of clause (b): “provided that, notwithstanding the foregoing, in the case of any Specified Equity Issuance on or after the date of the Third Amendment and prior to the one year anniversary of the date of the
Third Amendment in connection with an initial public offering by Holdings, such percentage shall be 50% regardless of the Consolidated Leverage Ratio at such time”, (d) amend 8.06(b) of the Credit Agreement to (i) replace the word
“and” with a “,” immediately preceding “(iii)” and (ii) insert at the end of the paragraph, “and (iv) the consummation of the IPO Structuring Transactions and the IPO” and (e) amend 8.06 of the
Credit Agreement to add a new clause (c) that says “Until the consummation of the IPO Structuring Transactions, MacDermid Group, Inc. cannot engage in any business activities or own any assets or liabilities other than de minimis assets
and liabilities and maintaining its corporate existence in compliance with applicable law.” 
 SECTION 3.
Representations and Warranties. To induce the other parties hereto to enter into this Consent, Holdings and the Borrower represent and warrant to each of the Lenders, the Administrative Agent and the Collateral Agent that, as of the Consent
Effective Date (as defined below): 

  
 2 








 (a) This Consent has been duly authorized, executed and delivered by Holdings and the
Borrower, and each of this Consent, the Credit Agreement (as amended and waived hereby) and the other Loan Documents constitutes each of Holdings’ and the Borrower’s legal, valid and binding obligation, enforceable against it in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity
or at law. 
 (b) After giving effect to this Consent, the representations and warranties set forth in the Credit Agreement and
each other Loan Document are true and correct in all material respects on and as of the Consent Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct in
all material respects as of such earlier date. 
 (c) After giving effect to this Consent, no Default or Event of Default has
occurred and is continuing. 
 SECTION 4. Conditions of Effectiveness of this Consent. (a) This Consent shall become
effective on the date (the “Consent Effective Date”) on which: 
 (i) The Administrative Agent
shall have received duly executed and delivered counterparts of this Consent that, when taken together, bear the signatures of Holdings, the Borrower and the Required Lenders. 

(ii) The Borrower shall have paid to the Administrative Agent (x) for the account of each consenting Lender for
which the Administrative Agent shall have received an executed signature page hereto no later than 3:00 p.m. (New York time) on November 29, 2011 (the “Execution Date”), an amendment fee in an amount equal to .05% of the
aggregate outstanding Revolving Credit Commitment and/or Term Loans, as applicable, of each consenting Lender provided by each such consenting Lender, which fee shall be fully earned, due and payable on the date that is three Business Days following
the Execution Date and (y) all other outstanding fees, costs and expenses owing to the Administrative Agent as of such date, including, without limitation, the reasonable fees and disbursements of Latham & Watkins LLP, counsel for the
Administrative Agent. 
 (b) The continuing effectiveness of this Consent (other than the waiver provided for in
Section 1(c) herein, which shall remain in effect in all events upon and after the Consent Effective Date) is subject to (i) the IPO Structuring Transactions having been consummated and the Borrower having received after the date hereof
net cash proceeds of at least $150,000,000 as a contribution to its common equity capital or from the sale or issue of its Equity Interests (other than Disqualified Stock), in each case, no later than the date that is one year from the date hereof
and (ii) concurrently with the consummation of the IPO Structuring Transactions, (x) the Administrative Agent shall have received a duly executed and delivered Joinder Agreement, substantially in the form of Exhibit A attached
hereto, by New Holdings and documents of the type referred to in Sections 5.01(b), (c), (e) and (f) of the Credit Agreement and (y) The Administrative Agent shall have received a favorable opinion of Cravath, Swaine & Moore
LLP, counsel to New Holdings, with respect to the due organization and good standing, due 

  
 3 








 
authorization, execution, delivery and performance, corporate power and authority of New Holdings, no conflicts with or violations of the articles or by-laws of New Holdings or any New York state
or federal law, the investment company act and the grant and guarantee by New Holdings pursuant to the Loan Documents, subject to customary assumptions and exceptions, addressed to the Administrative Agent and the other Lenders. 

SECTION 5. Effect of Consent. (a) Except as expressly set forth herein, this Consent shall not by implication or otherwise
limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and
shall continue in full force and effect as in effect on the date hereof. Nothing herein shall be deemed to entitle Holdings or the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. 
 (b) On the Consent Effective Date, the Credit Agreement shall be waived and amended as provided herein, subject to the continuing effectiveness hereof as set forth herein. The parties hereto acknowledge
and agree that (i) this Consent and any other Loan Documents executed and delivered in connection herewith do not constitute a novation, or termination of the “Obligations” (as defined in the Loan Documents) under the Credit Agreement
and the other Loan Documents as in effect prior to the Consent Effective Date; (ii) such “Obligations” are in all respects continuing (as amended hereby) with only the terms thereof being modified to the extent provided in this
Consent; and (iii) the Liens and security interests as granted under the Collateral Documents securing payment of such “Obligations” are in all such respects continuing in full force and effect and secure the payments of the
“Obligations”. 
 (c) All references to Holdings in any Loan Document shall, immediately following the transfer of all
of the Equity Interests held by Holdings in the Borrower to New Holdings, be deemed to include New Holdings (as herein defined). 
 (d) This Consent shall constitute a Loan Document and shall be administered and construed pursuant to the terms of the Credit Agreement (including, without limitation, Article X thereof). 

SECTION 6. Counterparts. This Consent 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. Delivery of any executed counterpart of a signature page of this Consent by
facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart hereof. 

SECTION 7. Applicable Law. THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK. 

  
 4 








 SECTION 8. Headings. The headings of this Consent are for purposes of reference only
and shall not limit or otherwise affect the meaning hereof. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 5 








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

			
	 MACDERMID HOLDINGS, LLC

		
	 By:
	 	    /s/ John L. Cordani

		 	   Name: John L. Cordani
		 	   Title:   Secretary
	
	 MACDERMID, INCORPORATED

		
	 By:
	 	    /s/ John L. Cordani

		 	   Name: John L. Cordani
		 	   Title:   Secretary


  

			
	Acknowledged:
	
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
 as Administrative Agent

		
	 By:
	 	   /s/ Judith E. Smith

		 	  Name: Judith E. Smith
		 	  Title:   Managing Director
		
	 By:
	 	   /s/ Sanja Gazahi

		 	  Name: Sanja Gazahi
		 	  Title:   Associate

 Consent, Waiver and Amendment to Credit Agreement 








			
	To approve Consent:
	
	Name of Institution: LightPoint CLO III, Ltd.
		
		 	 By: Neuberger Berman Fixed Income LLC as collateral manager

		 	  

		
	By:	 	   /s/ Colin Donlan

		 	  Name: Colin Donlan
		 	  Title:   Authorized Signatory

  

			
	To approve Consent:
	
	Name of Institution: LightPoint CLO IV, Ltd.
		
		 	 By: Neuberger Berman Fixed Income LLC as collateral manager

		 	  

		
	By:	 	   /s/ Colin Donlan

		 	  Name: Colin Donlan
		 	  Title:   Authorized Signatory

  

			
	To approve Consent:
	
	Name of Institution: LightPoint CLO V, Ltd.
		
		 	 By: Neuberger Berman Fixed Income LLC as collateral manager

		 	  

		
	By:	 	   /s/ Colin Donlan

		 	  Name: Colin Donlan
		 	  Title:   Authorized Signatory

 Third Consent, Waiver and Amendment to Credit Agreement 








			
	To approve Consent:
	
	Name of Institution: LightPoint Pan-European CLO 2007-1 Plc.
		
		 	 By: Neuberger Berman Fixed Income LLC as collateral manager

		 	  

		
	By:	 	   /s/ Colin Donlan

		 	  Name: Colin Donlan
		 	  Title:   Authorized Signatory

  

			
	To approve Consent:
	
	Name of Institution: LightPoint Pan-European CLO 2006 Plc.
		
		 	 By: Neuberger Berman Fixed Income LLC as collateral manager

		 	  

		
	By:	 	   /s/ Colin Donlan

		 	  Name: Colin Donlan
		 	  Title:   Authorized Signatory

  

			
	To approve Consent:
	
	Name of Institution: Marquette US/European CLO, Plc.
		
		 	 By: Neuberger Berman Fixed Income LLC as collateral manager

		 	  

		
	By:	 	   /s/ Colin Donlan

		 	  Name: Colin Donlan
		 	  Title:   Authorized Signatory









			
	To approve Consent:	 	
		
	Name of Institution:	 	
		 	 Cumberland II CLO Ltd.

Schiller Park CLO Ltd.
 Bridgeport CLO II
Ltd.
 Gillespie CLO Plc



					
			
		 	 By:
	 	Deerfield Capital Management LLC, its Collateral Manager


			
		 	  

		
	   By:
	 	   /s/ Glenn Duffy

		 	  Name: Glenn Duffy
		 	  Title:   Authorized Signatory

  

			
	To approve Consent:
	
	 JPMORGAN CHASE BANK, N.A.

		
	   By:
	 	   /s/ Brian Knapp

		 	  Name: Brian Knapp
		 	  Title:   Vice President

  

					
	 To approve Consent:

	
	 Name of Institution:

		 	  ING Investment Management CLO IV, LTD.
		 	  By:	 	ING Alternative Asset Management LLC, as its investment manager
		 	  

		 	  ING Investment Management CLO V, LTD.
		 	  By:	 	ING Alternative Asset Management LLC, as its investment manager
		
	  By:	 	   /s/ Romain Catols, CFA

		 	  Name: Romain Catols, CFA
		 	  Title:   Vice President









			
	 To approve Consent:

	
	 Name of Institution:

		 	   Oak Hill European Credit Partners II plc

	  By:	 	 Oak Hill Advisors (Europe), LLP, as Portfolio Manager

		
	By:	 	   /s/ Richard P. Munn

		 	  Name: Richard P. Munn
		 	  Title:   Authorized Signatory

  

			
	 To approve Consent:

	
	 Name of Institution:

		 	   Oak Hill European Credit Partners I plc

	  By:	 	 Oak Hill Advisors (Europe), LLP, as Portfolio Manager

		
	By:	 	   /s/ Richard P. Munn

		 	  Name: Richard P. Munn
		 	  Title:   Authorized Signatory

  

			
	 To approve Consent:

	
	 Name of Institution:

		
		 	  GALE FORCE 1 CLO, LTD.
	  By:	 	 GSO/Blackstone Debt Funds Management LLC as Collateral Manager

		
	By:	 	   /s/ Daniel H. Smith

		 	  Name: Daniel H. Smith
		 	  Title:   Authorized Signatory









					
	 To approve Consent:

	
	 Name of Institution:

			
		 		  	  CHELSEA PARK CLO LTD.
		 	By:	  	   GSO/Blackstone Debt Funds Management LLC
   as Portfolio Manager

			
		 	By:	  	   /s/ Daniel H. Smith

		  	  Name: Daniel H. Smith
		  	  Title:   Authorized Signatory

  

					
	 To approve Consent:

	
	 Name of Institution:

			
		 		  	  TRIBECA PARK CLO LTD.
		 	By:	  	   GSO/Blackstone Debt Funds Management LLC
   as Portfolio Manager

			
		 	By:	  	   /s/ Daniel H. Smith

		  	  Name: Daniel H. Smith
		  	  Title:   Authorized Signatory

  

					
	 To approve Consent:

	
	 Name of Institution:

			
		 		  	  LAFAYETTE SQUARE CDO LTD.
		 	By:	  	   Blackstone Debt Advisors L.P.
   as Collateral Manager

			
		 	By:	  	   /s/ Daniel H. Smith

		  	  Name: Daniel H. Smith
		  	  Title:   Authorized Signatory









					
	To approve Consent:
	
	Name of Institution:
			
		 		 	   Brentwood CLO Ltd.
   By: Highland Capital Management, L.P.,
   as Collateral Manager

  By: Strand Advisors, Inc.,
   its General Partner

			
		 	By:	 	   /s/ Carter Chism

		 	  Name: Carter Chism
		 	  Title:   Authorized Signatory

  

					
	To approve Consent:
	
	Name of Institution:
			
		 		 	   Gleneagles CLO, Ltd.
   By: Highland Capital Management, L.P.,
   as Collateral Manager

  By: Strand Advisors, Inc.,
   its General Partner

			
		 	By:	 	   /s/ Carter Chism

		 	  Name: Carter Chism
		 	  Title:   Authorized Signatory

  

					
	To approve Consent:
	
	Name of Institution:
			
		 		 	   Jasper CLO, Ltd.

  By: Highland Capital Management, L.P.,

  as Collateral Manager

  By: Strand Advisors, Inc.,
   its General Partner

			
		 	By:	 	   /s/ Carter Chism

		 	  Name: Carter Chism
		 	  Title:   Authorized Signatory









					
	To approve Consent:
	
	Name of Institution:
			
		 		 	   Liberty CLO, Ltd.

  By: Highland Capital Management, L.P.

  as Collateral Manager

  By: Strand Advisors, Inc.,
   its General Partner

			
		 	  By:	 	   /s/ Carter Chism

		 	  Name: Carter Chism
		 	  Title:   Authorized Signatory

  

					
	To approve Consent:
	
	Name of Institution:
			
		 		 	   Red River CLO Ltd.
   By: Highland Capital Management, L.P.,
   as Collateral Manager

  By: Strand Advisors, Inc.,
   its General Partner

			
		 	  By:	 	   /s/ Carter Chism

		 	  Name: Carter Chism
		 	  Title:   Authorized Signatory

  

					
	To approve Consent:
	
	Name of Institution:
			
		 		 	   Stratford CLO, Ltd.
   By: Highland Capital Management, L.P.,
   as Collateral Manager

  By: Strand Advisors, Inc.,
   its General Partner

			
		 	  By:	 	   /s/ Carter Chism

		 	  Name: Carter Chism
		 	  Title:   Authorized Signatory









					
	To approve Consent:
	
	Name of Institution:
			
		 		 	   HIGHLANDER EURO CDO B.V.

			
		 	By:	 	   /s/ Rebecca Burke

		 	  Name: Rebecca Burke
		 	  Title:   Authorized Signatory

  

					
	To approve Consent:
	
	Name of Institution:
			
		 		 	   HIGHLANDER EURO CDO II B.V.

			
		 	By:	 	   /s/ Rebecca Burke

		 	  Name: Rebecca Burke
		 	  Title:   Authorized Signatory

  

					
	To approve Consent:
	
	Name of Institution:
			
		 		 	   HIGHLANDER EURO CDO III B.V.

			
		 	By:	 	   /s/ Rebecca Burke

		 	  Name: Rebecca Burke
		 	  Title:   Authorized Signatory

  

					
	To approve Consent:
	
	Name of Institution:
			
		 		 	   HIGHLANDER EURO CDO IV B.V.

			
		 	By:	 	   /s/ Rebecca Burke

		 	  Name: Rebecca Burke
		 	  Title:   Authorized Signatory









					
	To approve Consent:
	
	Name of Institution: MetLife Bank N.A.
			
		 		 	  

			
		 	By:	 	   /s/ Matthew J. McInerny

		 		 	  Name: Matthew J. McInerny
		 	  Title:   Vice President

  

					
	To approve Consent:
	
	 Name of Institution: MetLife Insurance Company
 of Connecticut

			
		 		 	  

			
		 	By:	 	   /s/ Matthew J. McInerny

		 		 	  Name: Matthew J. McInerny
		 	  Title:   Managing Director

  

			
	 To approve Consent:
	 	
		
	 Name of Institution:
	 	 Chatham Light II CLO, Limited

By: Sankaty Advisors LLC, as Collateral Manager



					
		
		 	  

		
	By:	 	   /s/ Andrew S. Viens

		 	  Name: Andrew S. Viens
		 	  Title:   Sr. Vice President of Operations

  

			
	 To approve Consent:
	 	
		
	 Name of Institution:
	 	 Nash Point CLO

By: Sankaty Advisors LLC, as

Collateral Manager



					
		
		 	  

		
	By:	 	   /s/ Andrew S. Viens

		 	  Name: Andrew S. Viens
		 	  Title:   Sr. Vice President of Operations









					
	 To approve Consent:
	 	
		
	 Name of Institution:
	 	 Race Point II CLO, Limited
 By: Sankaty Advisors LLC, as Collateral Manager



					
		
		 	  

		
	By:	 	   /s/ Andrew S. Viens

		 	  Name: Andrew S. Viens
		 	  Title:   Sr. Vice President of Operations

  

			
	 To approve Consent:
	 	
		
	 Name of Institution:
	 	 Race Point III CLO
 By:
Sankaty Advisors LLC, as Collateral Manager



					
		
		 	  

		
	By:	 	   /s/ Andrew S. Viens

		 	  Name: Andrew S. Viens
		 	  Title:   Sr. Vice President of Operations

  

			
	 To approve Consent:
	 	
		
	 Name of Institution:
	 	 Race Point IV CLO, Ltd
 By:
Sankaty Advisors LLC, as Collateral Manager



					
		
		 	  

		
	By:	 	   /s/ Andrew S. Viens

		 	  Name: Andrew S. Viens
		 	  Title:   Sr. Vice President of Operations









			
	To approve Consent:
	
	Name of Institution:
		
		 	 GENESIS CLO 2007-2 LTD, by LLCP
 Advisors LLC as Collateral Manager

		 	  

		
	  By:	 	   /s/ Steven Hartman

		 	  Name: Steven Hartman
		 	  Title:   Vice President

  

			
	To approve Consent:
	
	Name of Institution:
		
		 	 RBS Citizens, N.A.

		 	  

		
	  By:	 	   /s/ André A. Nazareth

		 	  Name: André A. Nazareth
		 	  Title:   Senior Vice President

  

			
	To approve Consent:
	
	Name of Institution:
		
		 	   CapitalSource Finance LLC

		
	  By:	 	   /s/ Audrey Yen

		 	  Name: Audrey Yen
		 	  Title:   Authorized Signatory

  

			
	To approve Consent:
	
	Name of Institution:
		
		 	   CapitalSource CF LLC

		
	  By:	 	   /s/ Audrey Yen

		 	  Name: Audrey Yen
		 	  Title:   Authorized Signatory









					
	To approve Consent:
	
	Name of Institution: Credit Suisse Asset Management as collateral manager for the following Funds: Atrium, Atrium VI, Atrium CDO, CSAM Funding IV, CSAM
IV
		
		 	  

		
	By:	 	   /s/ Thomas Flannery

		 	  Name: Thomas Flannery
		 	  Title:   Authorized Signatory

  

			
	To approve Consent:
	
	Name of Institution:
		
		 	 BLUEMOUNTAIN CLO III LTD.

		
		 	 By: BLUEMOUNTAIN CAPITAL MANAGEMENT LLC.

 
   Its Collateral
Manager

		
	By:	 	   /s/ Michael Abatemarco

		 	  Name: Michael Abatemarco
		 	  Title:   Associate

  

			
	To approve Consent:
	
	Name of Institution:
		
		 	 BLUEMOUNTAIN CLO LTD.

		
		 	 By: BLUEMOUNTAIN CAPITAL MANAGEMENT LLC.

 
   Its Collateral
Manager

		
	By:	 	   /s/ Michael Abatemarco

		 	  Name: Michael Abatemarco
		 	  Title:   Associate









					
	To approve Consent:
		
	Name of Institution:	 	


					
		 		 	   LCM I LIMITED PARTNERSHIP
   By: LCM Asset Management LLC

         As Collateral Manager

			
		 	By:	 	   /s/ Alexander B. Kenna

		 	  Name: Alexander B. Kenna
		 	  Title:   LCM Asset Management LLC

  

					
	To approve Consent:
		
	Name of Institution:	 	

  

					
		 		 	   LCM II LIMITED PARTNERSHIP
   By: LCM Asset Management LLC

        As Collateral Manager

			
		 	By:	 	   /s/ Alexander B. Kenna

		 	  Name: Alexander B. Kenna
		 	  Title:   LCM Asset Management LLC

  

					
	To approve Consent:
		
	Name of Institution:	 	

  

					
		 		 	   LCM III Ltd.

  By: LCM Asset Management LLC
         As Collateral Manager

			
		 	By:	 	   /s/ Alexander B. Kenna

		 	  Name: Alexander B. Kenna
		 	  Title:   LCM Asset Management LLC









					
	To approve Consent:
		
	Name of Institution:	 	


					
		 		 	   LCM IV, Ltd.

  By: LCM Asset Management LLC
          As Collateral Manager

			
		 	By:	 	   /s/ Alexander B. Kenna

		 	  Name: Alexander B. Kenna
		 	  Title:   LCM Asset Management LLC

  

					
	To approve Consent:
		
	Name of Institution:	 	


					
		 		 	   LCM V, Ltd.

  By: LCM Asset Management LLC
          As Collateral Manager

			
		 	By:	 	   /s/ Alexander B. Kenna

		 	  Name: Alexander B. Kenna
		 	  Title:   LCM Asset Management LLC

  

					
	To approve Consent:
		
	Name of Institution:	 	


					
		 		 	   LCM VI, Ltd.

  By: LCM Asset Management LLC
          As Collateral Manager

			
		 	By:	 	   /s/ Alexander B. Kenna

		 	  Name: Alexander B. Kenna
		 	  Title:   LCM Asset Management LLC









					
	 To approve Consent:

	
	 Name of Institution:

		
		 	  Hewett’s Island CLO IV, Ltd.
		 	  By:	 	 LCM Asset Management LLC
 As
Collateral Manager

		 	  

		
	  By:	 	   /s/ Alexander B. Kenna

		 	  Name: Alexander B. Kenna
		 	  Title:   LCM Asset Management LLC

  

			
	 To approve Consent:

	
	 Name of Institution:

		
		 	   Ameriprise Certificate Company

		
	  By:	 	   /s/ Robin C. Stancil

		 	  Name: Robin C. Stancil
		 	  Title:   Assistant Vice President

  

			
	 To approve Consent:

	
	 Name of Institution:

		
		 	   Ameriprise Financial Inc.

		
	  By:	 	   /s/ Robin C. Stancil

		 	  Name: Robin C. Stancil
		 	  Title:   Assistant Vice President









			
	 To approve Consent:

	
	 Name of Institution:

		
		 	 Cent CDO 10 Limited

By: Columbia Management Investment Advisers, LLC, As Collateral Manager

		
	  By:	 	   /s/ Robin C. Stancil

		 	  Name: Robin C. Stancil
		 	  Title:   Director of Operations

  

			
	 To approve Consent:

	
	 Name of Institution:

		
		 	 Cent CDO XI Limited

By: Columbia Management Investment Advisers, LLC, As Collateral Manager

		
	  By:	 	   /s/ Robin C. Stancil

		 	  Name: Robin C. Stancil
		 	  Title:   Director of Operations

  

			
	 To approve Consent:

	
	 Name of Institution:

		
		 	 Cent CDO 12 Limited

By: Columbia Management Investment Advisers, LLC, As Collateral Manager

		
	  By:	 	   /s/ Robin C. Stancil

		 	  Name: Robin C. Stancil
		 	  Title:   Director of Operations









			
	 To approve Consent:

	
	 Name of Institution:

		
		 	   Cent CDO 14 Limited
   By: Columbia Management Investment

  Advisers, LLC, As Collateral Manager

		
	  By:	 	   /s/ Robin C. Stancil

		 	  Name: Robin C. Stancil
		 	  Title:   Director of Operations

  

			
	 To approve Consent:

	
	 Name of Institution:

		
		 	   Cent CDO 15 Limited
   By: Columbia Management Investment

  Advisers, LLC, As Collateral Manager

		
	  By:	 	   /s/ Robin C. Stancil

		 	  Name: Robin C. Stancil
		 	  Title:   Assistant Vice President

  

			
	 To approve Consent:

	
	 Name of Institution:

		
		 	   Centurion CDO VII Limited
   By: Columbia Management Investment

  Advisers, LLC, As Collateral Manager

		
	  By:	 	   /s/ Robin C. Stancil

		 	  Name: Robin C. Stancil
		 	  Title:   Director of Operations









			
	 To approve Consent:

	
	 Name of Institution:

		
		 	 Centurion CDO 8 Limited

By: Columbia Management Investment Advisers, LLC, As Collateral Manager

		
	  By:	 	   /s/ Robin C. Stancil

		 	  Name: Robin C. Stancil
		 	  Title:   Director of Operations

  

			
	 To approve Consent:

	
	 Name of Institution:

		
		 	 Centurion CDO 9 Limited

By: Columbia Management Investment Advisers, LLC, As Collateral Manager

		
	  By:	 	   /s/ Robin C. Stancil

		 	  Name: Robin C. Stancil
		 	  Title:   Director of Operations

  

			
	 To approve Consent:

	
	 Name of Institution:

		
		 	 Columbia Strategic Income Fund

		
	  By:	 	   /s/ Robin C. Stancil

		 	  Name: Robin C. Stancil
		 	  Title:   Authorized Signatory









			
	 To approve Consent:

	
	 Name of Institution:

		
		 	 Columbia Variable Portfolio – Strategic Income Fund

		
	  By:	 	   /s/ Robin C. Stancil

		 	  Name: Robin C. Stancil
		 	  Title:   Authorized Signatory

  

			
	 To approve Consent:

	
	 Name of Institution:

		
		 	 RiverSource Life Insurance Company

		
	  By:	 	   /s/ Robin C. Stancil

		 	  Name: Robin C. Stancil
		 	  Title:   Authorized Signatory

  

					
	 To approve Consent:

	
	 Name of Institution:

		
		 	MAPLETREE PORTFOLIO
		 	By: Babson Capital Management LLC as Investment Manager
		
	By:	 	   /s/ Geoffrey Takacs

		 	  Name: Geoffrey Takacs
		 	  Title:   Director
		
		 	VINACASA CLO, LTD.
		
		 	By: Babson Capital management LLC as Collateral Servicer
		
	By:	 	   /s/ Geoffrey Takacs

		 	  Name: Geoffrey Takacs
		 	  Title:   Director









			
	 To approve Consent:

	
	 Name of Institution:

		
		 	 CIBC Inc.

		
	  By:	 	   /s/ Michael Gewirtz

		 	  Name: Michael Gewirtz
		 	  Title:   Authorized Signatory
		
	  By:	 	   /s/ Robert Casey

		 	  Name: Robert Casey
		 	  Title:   Authorized Signatory

  

			
	 To approve Consent:

	
	 Name of Institution:

		
		 	 Ballyrock CLO 2006-1 Limited, By: Ballyrock Investment Advisors LLC, as
Collateral Manager

		
	  By:	 	   /s/ Lisa Rymut

		 	  Name: Lisa Rymut
		 	  Title:   Assistant Treasurer

  

			
	 To approve Consent:

	
	 Name of Institution:

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

		
	  By:	 	   /s/ Lisa Rymut

		 	  Name: Lisa Rymut
		 	  Title:   Assistant Treasurer









			
	To approve Consent:
	
	Name of Institution:
		
		 	   Ariel Reinsurance Company Ltd.
   BlackRock Floating Rate Income Trust
   BlackRock Limited Duration Income
Trust
   BlackRock Funds II BlackRock Floating Rate Income Portfolio
   BlackRock Senior Income Series V Limited
   BlackRock Debt Strategies Fund,
Inc.
   BlackRock Diversified Income Strategies Fund, Inc.
   BlackRock Floating Rate Income Strategies Fund, Inc.
   BlackRock Floating
Rate Income Strategies Fund II, Inc.
   BlackRock Global Investment Series: Income Strategies Portfolio

  BlackRock Senior Floating Rate Portfolio
   BlackRock Defined Opportunity Credit Trust
   BlackRock Senior Income
Series
   BlackRock Senior Income Series II
   BlackRock Senior Income Series IV
   BlackRock Senior Income Series V
Limited
   Magnetite V CLO, Limited
   Missouri State Employees’ Retirement System

		
	  By:	 	   /s/ C. Adrian Marshall

		 	  Name: C. Adrian Marshall
		 	  Title:   Authorized Signatory

  

					
	To approve Consent:
		
	Name of Institution:	 	


					
		 	ALZETTE EUROPEAN CLO S.A.
		 	By:	 	   INVESCO Senior Secured Management, Inc.   As Collateral
Manager

			
		 	By:	 	   /s/ Kevin Egan

		 	  Name: Kevin Egan
		 	  Title:   Authorized Signatory









					
	To approve Consent:
		
	Name of Institution:	 	


					
		
		 	AVALON CAPITAL LTD. 3
		 	By:	 	   INVESCO Senior Secured Management, Inc.

  As Asset Manager

			
		 	By:	 	   /s/ Kevin Egan

		 	  Name: Kevin Egan
		 	  Title:   Authorized Signatory

  

					
	To approve Consent:
		
	Name of Institution:	 	


					
		
		 	AXIUS EUROPEAN CLO S.A.
		 	By:	 	   INVESCO Senior Secured Management, Inc.

  As Collateral Manager

			
		 	By:	 	   /s/ Kevin Egan

		 	  Name: Kevin Egan
		 	  Title:   Authorized Signatory

  

					
	To approve Consent:
		
	Name of Institution:	 	


					
		
		 	BLT 2009 – 1 LTD.
		 	By:	 	   INVESCO Senior Secured Management, Inc.

  As Collateral Manager

			
		 	By:	 	   /s/ Kevin Egan

		 	  Name: Kevin Egan
		 	  Title:   Authorized Signatory









					
	To approve Consent:
		
	Name of Institution:	 	


					
		
		 	CELTS CLO 2007 -1 LTD
		 	By:	 	   INVESCO Senior Secured Management, Inc.

  As Portfolio Manager

			
		 	By:	 	   /s/ Kevin Egan

		 	  Name: Kevin Egan
		 	  Title:   Authorized Signatory

  

					
	To approve Consent:
		
	Name of Institution:	 	


					
		
		 	CHAMPLAIN CLO, LTD.
		 	By:	 	   INVESCO Senior Secured Management, Inc.

  As Collateral Manager

			
		 	By:	 	   /s/ Kevin Egan

		 	  Name: Kevin Egan
		 	  Title:   Authorized Signatory

  

					
	To approve Consent:
		
	Name of Institution:	 	


					
		
		 	Confluent 3 Limited.
		 	By:	 	   INVESCO Senior Secured Management, Inc.

  As Investment Manager

			
		 	By:	 	   /s/ Kevin Egan

		 	  Name: Kevin Egan
		 	  Title:   Authorized Signatory









					
	To approve Consent:
		
	Name of Institution:	 	


					
		
		 	Invesco Coniston BV
		 	By:	 	   INVESCO Asset Management Limited
   as Collateral Manager

			
		 	By:	 	   /s/ Kevin Egan

		 	  Name: Kevin Egan
		 	  Title:   Authorized Signatory

  

					
	To approve Consent:
		
	Name of Institution:	 	


					
		
		 	DIVERSIFIED CREDIT PORTFOLIO LTD.
		 	By:	 	   INVESCO Senior Secured Management, Inc.

  as Investment Adviser

			
		 	By:	 	   /s/ Kevin Egan

		 	  Name: Kevin Egan
		 	  Title:   Authorized Signatory

  

					
	To approve Consent:
		
	Name of Institution:	 	


					
		
		 	InvescoGarda BV
		 	By:	 	   INVESCO Asset Management Limited
   as Collateral Manager

			
		 	By:	 	   /s/ Kevin Egan

		 	  Name: Kevin Egan
		 	  Title:   Authorized Signatory









					
	To approve Consent:
		
	Name of Institution:	 	


					
		
		 	KATONAH V, LTD.
		 	By:	 	   INVESCO Senior Secured Management, Inc.

  As Investment Manager

			
		 	By:	 	   /s/ Kevin Egan

		 	  Name: Kevin Egan
		 	  Title:   Authorized Signatory

  

					
	To approve Consent:
		
	Name of Institution:	 	


					
		
		 	Invesco Mezzano BV
		 	By:	 	   INVESCO Asset Management Limited
   as Collateral Manager

			
		 	By:	 	   /s/ Kevin Egan

		 	  Name: Kevin Egan
		 	  Title:   Authorized Signatory

  

					
	To approve Consent:
		
	Name of Institution:	 	


					
		
		 	MOSELLE CLO S.A.
		 	By:	 	   INVESCO Senior Secured Management, Inc.

  As Collateral Manager

			
		 	By:	 	   /s/ Kevin Egan

		 	  Name: Kevin Egan
		 	  Title:   Authorized Signatory









					
	 To approve Consent:

	
	 Name of Institution:

		 	  
 Morgan Stanley Investment Management Croton,
Ltd.

		 	By:	 	   INVESCO Senior Secured Management, Inc.

  As Collateral Manager

			
		 	By:	 	   /s/ Kevin Egan

		 	  Name: Kevin Egan
		 	  Title:   Authorized Signatory

  

					
	 To approve Consent:

 

	 Name of Institution:

 

		 	NAUTIQUE FUNDING LTD.
		 	By:	 	   INVESCO Senior Secured Management, Inc.

  As Collateral Manager

			
		 	By:	 	   /s/ Kevin Egan

		 	  Name: Kevin Egan
		 	  Title:   Authorized Signatory

  

					
	 To approve Consent:

 

	 Name of Institution:

 

		 	MSIM Peconic Bay, Ltd.
		 	By:	 	   INVESCO Senior Secured Management, Inc.
   As Collateral Manager

			
		 	By:	 	   /s/ Kevin Egan

		 	  Name: Kevin Egan
		 	  Title:   Authorized Signatory









					
	 To approve Consent:

	
	 Name of Institution:

		
		 	PETRUSSE EUROPEAN CLO S.A.
		 	By:	 	   INVESCO Senior Secured Management, Inc.

  As Collateral Manager

			
		 	By:	 	   /s/ Kevin Egan

		 		 	  Name: Kevin Egan
		 		 	  Title:   Authorized Signatory

  

					
	 To approve Consent:

 

	 Name of Institution:

 

		 	Qualcomm Global Trading, Inc.
		 	By:	 	   INVESCO Senior Secured Management, Inc.

  As Investment Manager

			
		 	By:	 	   /s/ Kevin Egan

		 	  Name: Kevin Egan
		 	  Title:   Authorized Signatory

  

					
	 To approve Consent:

 

	 Name of Institution:

 

		 	SAGAMORE CLO LTD.
		 	By:	 	   INVESCO Senior Secured Management, Inc.

  As Collateral Manager

			
		 	By:	 	   /s/ Kevin Egan

		 	  Name: Kevin Egan
		 	  Title:   Authorized Signatory









					
	 To approve Consent:

	
	 Name of Institution:

		
		 	THESEUS EUROPEAN CLO S.A.
		 	By:	 	   INVESCO Senior Secured Management, Inc.

  As Investment Manager

			
		 	By:	 	   /s/ Kevin Egan

		 	  Name: Kevin Egan
		 	  Title:   Authorized Signatory

  

					
	 To approve Consent:

 

	 Name of Institution:

 

		 	WASATCH CLO LTD
		 	By:	 	   INVESCO Senior Secured Management, Inc.

  As Portfolio Manager

			
		 	By:	 	   /s/ Kevin Egan

		 	  Name: Kevin Egan
		 	  Title:   Authorized Signatory









					
	 To approve Consent:

	
	 Name of Institution:

		
		 	 Baker Street Funding CLO 2005-I Ltd.
 By: Seix Investment Advisors LLC, as Collateral Manager
 Baker Street CLO II Ltd.

By: Seix Investment Advisors LLC, as Collateral Manager
 Grand Horn CLO Ltd.
 By: Seix Investment Advisors LLC, as Collateral Manager

Mountain View Funding CLO 2006-I Ltd.
 By: Seix
Investment Advisors LLC, as Collateral Manager
 Mountain View CLO II Ltd.
 By: Seix Investment Advisors LLC, as Collateral Manager
 Mountain View CLO III Ltd.

By: Seix Investment Advisors LLC, as Collateral Manager
 RidgeWorth Funds – Seix Floating Rate High Income Fund
 By: Seix Investment Advisors LLC, as
Subadvisor

		 	
                        
                                         
                       


  

					
	By:	 	   /s/ George Goudelias

		 	  Name: George Goudelias
		 	  Title:   Managing Director

  

					
	 To approve Consent:

		
	 Name of Institution:
	 	
		 	   NATIXIS

		
	By:	 	   /s/ Frank H. Madden, Jr.

		 	  Name: Frank H. Madden, Jr.
		 	  Title:   Managing Director
		 		 	
	By:	 	   /s/ Kelvin Cheng

		 	  Name: Kelvin Cheng
		 	  Title:   Director









					
	 To approve Consent:
	 	
		
	 Name of Institution:
	 	
		
		 	   APIDOS CDO I

		 	   By: Its Investment Advisor
   Apidos Capital Management, LLC

		
	By:	 	   /s/ Vincent Ingato

		 	  Name: Vincent Ingato
		 	  Title:   Managing Director & Portfolio Manager

  

					
	 To approve Consent:
	 	
		
	 Name of Institution:
	 	
		
		 	   APIDOS CDO II

		 	   By: Its Investment Advisor
   Apidos Capital Management, LLC

		
	By:	 	   /s/ Vincent Ingato

		 	  Name: Vincent Ingato
		 	  Title:   Managing Director & Portfolio Manager

  

					
	 To approve Consent:
	 	
		
	 Name of Institution:
	 	
		
		 	   APIDOS QUATTRO CDO

		 	   By: Its Investment Advisor
   Apidos Capital Management, LLC

		
	By:	 	   /s/ Vincent Ingato

		 	  Name: Vincent Ingato
		 	  Title:   Managing Director & Portfolio Manager









					
	 To approve Consent:
	 	
		
	 Name of Institution:
	 	
		
		 	   APIDOS CDO V

		 	   By: Its Investment Advisor
   Apidos Capital Management, LLC

		
	By:	 	   /s/ Vincent Ingato

		 	  Name: Vincent Ingato
		 	  Title:   Managing Director & Portfolio Manager

  

					
	 To approve Consent:
	 	
		
	 Name of Institution:
	 	
		
		 	   APIDOS CINCO CDO

		 	   By: Its Investment Advisor
   Apidos Capital Management, LLC

		
	By:	 	   /s/ Vincent Ingato

		 	  Name: Vincent Ingato
		 	  Title:   Managing Director & Portfolio Manager

  

					
	 To approve Consent:
	 	
		
	 Name of Institution:
	 	
		
		 	   SHASTA CLO I LTD

		 	   By: Apidos Capital Management, LLC
   On behalf of Resource Capital Asset
   Management (RCAM)

		
	By:	 	   /s/ Vincent Ingato

		 	  Name: Vincent Ingato
		 	  Title:   Managing Director & Portfolio Manager









					
	 To approve Consent:
	 	
		
	 Name of Institution:
	 	
		
		 	   APIDOS CLO VIII

		 	   By: Its Collateral Manager
   Apidos Capital Management, LLC

		
	By:	 	   /s/ Vincent Ingato

		 	  Name: Vincent Ingato
		 	  Title:   Managing Director & Portfolio Manager

  

					
	 To approve Consent:
	 	
		
	 Name of Institution:
	 	
		
		 	   The Bank of Nova Scotia

		
	By:	 	   /s/ Bea Kossodo

		 	  Name: Bea Kossodo
		 	  Title:   Managing Director

  

					
	 To approve Consent:
	 	
		
	 Name of Institution:
	 	
		
		 	  COMSTOCK FUNDING LTD.
		 	   Silvermine Capital Management LLC

  As Collateral Manager

		
	By:	 	   /s/ Aaron A. Meyer

		 	  Name: Aaron A. Meyer
		 	  Title:   Principal









					
	 To approve Consent:
	 	
		
	 Name of Institution:
	 	
		
		 	  CANNINGTON FUNDING LTD
		 	   Silvermine Capital Management LLC

  As Collateral Manager

		
	 By:
	 	   /s/ Aaron A. Meyer

		 	  Name: Aaron A. Meyer
		 	  Title:   Principal

  

					
	 To approve Consent:
	 	
		
	 Name of Institution:
	 	
		
		 	  JERSEY STREET CLO, LTD
		 	   By its Collateral Manager,
   Massachusetts Financial Services Company

		
	 By:
	 	   /s/

		 	  Name:
		 	  Title:    As authorized representative and not individually

  

					
	 To approve Consent:
	 	
		
	 Name of Institution:
	 	
		
		 	  MARLBOROUGH STREET CLO, LTD
		 	   By its Collateral Manager,
   Massachusetts Financial Services Company

		
	 By:
	 	   /s/

		 	  Name:
		 	  Title:









					
	To approve Consent:
		
	Name of Institution:	 	


					
		
		 	Dryden IX – Senior Loan Fund 2005 p.l.c.
		 	By:	 	   Prudential Investment Management, Inc.,
   Collateral Manager

			
		 	By:	 	   /s/ Brian Juliano

		 	  Name: Brian Juliano
		 	  Title:   Vice President

  

					
	To approve Consent:
		
	Name of Institution:	 	


					
		
		 	Gateway IV – Euro CLO S.A.
		 	By:	 	   Pramerica Investment Management (a trading name of
   Prudential Investment Management, Inc.), as Collateral

  Manager

		 	By:	 	  Pramerica Investment Management Limited, as Sub Advisor
			
		 	By:	 	   /s/ Tarun Buxani

		 	  Name: Tarun Buxani
		 	  Title:   Vice President

  

					
	To approve Consent:
		
	Name of Institution:	 	


					
		
		 	Gateway III – Euro CLO S.A.
		 	By:	 	   Pramerica Investment Management (a trading name of
   Prudential Investment Management, Inc.), as Collateral

  Manager

		 	By:	 	  Pramerica Investment Management Limited, as Sub Advisor
			
		 	By:	 	   /s/ Tarun Buxani

		 	  Name: Tarun Buxani
		 	  Title:   Vice President









					
	 To approve Consent:

		
	 Name of Institution:
	 	


					
		 	EURO Atlantis CLO Limited
		 	By:	 	  Prudential Investment Management, as   Collateral Manager
		 	By:	 	  Pramerica Investment Management   Limited, as Sub Advisor
			
		 	By:	 	   /s/ Tarun Buxani

		 	  Name: Tarun Buxani
		 	  Title:   Vice President

  

					
	 To approve Consent:

		
	 Name of Institution:
	 	


					
		 	     Credit Suisse AG,
     Cayman Islands Branch

			
		 	By:	 	   /s/ Judith E. Smith

		 		 	  Name: Judith E. Smith
		 	  Title:   Managing Director
			
		 	By:	 	   /s/ Sanja Gazahi

		 	  Name: Sanja Gazahi
		 	  Title:   Associate

  

					
	 To approve Consent:

		
	 Name of Institution:
	 	


					
			
		 		 	   Genesis CLO 2007-I Ltd.

			
		 	By:	 	  GLG Ore Hill LLC, its Collateral Manager
			
		 	By:	 	   /s/ Marshall E. Stearns

		 	  Name: Marshall E. Stearns
		 	  Title:   Managing Director









					
	To approve Consent:
		
	Name of Institution:	 	


					
			
		 		 	   Black Diamond CLO 2006-1
   (LUXEMBOURG) S.A.

		 		 	   By: Black Diamond CLO 2006-1 Adviser,
   L.L.C.
   As its Collateral
Manager

			
		 	By:	 	   /s/ Stephen H. Deckoff

		 	  Name: Stephen H. Deckoff
		 	  Title:   Managing Principal

  

					
	To approve Consent:
		
	Name of Institution:	 	


					
			
		 		 	   General Electric Capital Corporation

			
		 	By:	 	   /s/ Rebecca A. Ford

		 	  Name: Rebecca A. Ford
		 	  Title:   Duly Authorized Signatory

  

					
	To approve Consent:
		
	Name of Institution:	 	


					
		 		 	   Eaton Vance Short Duration
   Diversified Income Fund

			
		 	By:	 	   Eaton Vance Management as Investment
   Advisor

			
		 	By:	 	   /s/ Michael Botthof

		 	  Name: Michael Botthof
		 	  Title:   Vice President









					
	To approve Consent:
		
	Name of Institution:	 	


					
			
		 		 	   Pacific Select Fund Floating Rate Loan Portfolio

			
		 	By:	 	   Eaton Vance Management as Investment Sub-
   Advisor

			
		 	By:	 	   /s/ Michael Botthof

		 	  Name: Michael Botthof
		 	  Title:   Vice President

  

					
	To approve Consent:
		
	Name of Institution:	 	


					
			
		 		 	   MET Investors Series Trust – Met/Eaton Vance

  Floating Rate Portfolio

			
		 	By:	 	   Eaton Vance Management as Investment Sub-
   Advisor

			
		 	By:	 	   /s/ Michael Botthof

		 	  Name: Michael Botthof
		 	  Title:   Vice President

  

					
	To approve Consent:
		
	Name of Institution:	 	


					
			
		 		 	   Eaton Vance CDO X PLC

			
		 	By:	 	  Eaton Vance Management as Investment Advisor
			
		 	By:	 	   /s/ Michael Botthof

		 	  Name: Michael Botthof
		 	  Title: Vice President









			
	To approve Consent:
	
	Name of Institution:
		
		 	 Eaton Vance CDO VII PLC

		
	By:	 	 Eaton Vance Management as Interim Investment Advisor

		
	  By:	 	   /s/ Michael Botthof

		 	  Name: Michael Botthof
		 	  Title:   Vice President

  

			
	To approve Consent:
	
	Name of Institution:
		
		 	 Grayson & Co

		
	By:	 	 Boston Management and Research as Investment Advisor

		
	  By:	 	   /s/ Michael Botthof

		 	  Name: Michael Botthof
		 	  Title:   Vice President

  

			
	To approve Consent:
	
	Name of Institution:
		
		 	 Riversource Variable Series Trust-Variable Portfolio-Eaton Vance Floating-Rate
Income Fund

		
	By:	 	 Eaton Vance Management as Investment Sub- Advisor

		
	  By:	 	   /s/ Michael Botthof

		 	  Name: Michael Botthof
		 	  Title:   Vice President









			
	To approve Consent:
	
	Name of Institution:
		
		 	 Eaton Vance CDO IX Ltd.

		
	By:	 	 Eaton Vance Management as Investment Advisor

		
	  By:	 	   /s/ Michael Botthof

		 	  Name: Michael Botthof
		 	  Title:   Vice President

  

			
	To approve Consent:
	
	Name of Institution:
		
		 	 Eaton Vance Floating-Rate Income Trust

		
	By:	 	 Eaton Vance Management as Investment Advisor

		
	  By:	 	   /s/ Michael Botthof

		 	  Name: Michael Botthof
		 	  Title:   Vice President

  

			
	To approve Consent:
	
	Name of Institution:
		
		 	 Eaton Vance Limited Duration Income Fund

		
	By:	 	 Eaton Vance Management as Investment Advisor

		
	  By:	 	   /s/ Michael Botthof

		 	  Name: Michael Botthof
		 	  Title:   Vice President









					
	To approve Consent:
	
	Name of Institution:
			
		 		 	 Eaton Vance Senior Floating-Rate Trust

			
		 	By:	 	 Eaton Vance Management as Investment Advisor

			
		 	  By:	 	   /s/ Michael Botthof

		 		 	  Name: Michael Botthof
		 		 	  Title:   Vice President

  

					
	To approve Consent:
	
	Name of Institution:
			
		 		 	 Eaton Vance Institutional Senior Loan Fund

			
		 	By:	 	 Eaton Vance Management as Investment Advisor

			
		 	  By:	 	   /s/ Michael Botthof

		 		 	  Name: Michael Botthof
		 		 	  Title:   Vice President

  

					
	 To approve Consent:

	
	 Name of Institution:

		
		 	Clarenville CDO, SA
		 	By:	 	Pacific Investment Management Company LLC, as its Investment Advisor
			
		 	By:	 	   /s/ Arthur Y.D. Ong

		 		 	  Name: Arthur Y.D. Ong
		 		 	  Title:   Executive Vice President









					
	 To approve Consent:

	
	 Name of Institution:

		
		 	European Enhanced Loan Fund, S.A.
		 	By:	 	Pacific Investment Management Company LLC as its Investment Advisor
			
		 	By:	 	   /s/ Arthur Y.D. Ong

		 		 	  Name: Arthur Y.D. Ong
		 		 	  Title:   Executive Vice President

  

					
	 To approve Consent:

	
	 Name of Institution:

		
		 	Portola CLO, Ltd.
			
		 	By:	 	Pacific Investment Management Company LLC as its Investment Advisor
			
		 	By:	 	   /s/ Arthur Y.D. Ong

		 		 	  Name: Arthur Y.D. Ong
		 		 	  Title:   Executive Vice President

  

					
	 To approve Consent:

	
	 Name of Institution:

		
		 	Mayport CLO Ltd.
		 	By:	 	Pacific Investment Management Company LLC as its Investment Advisor
			
		 	By:	 	   /s/ Arthur Y.D. Ong

		 		 	  Name: Arthur Y.D. Ong
		 		 	  Title:   Executive Vice President









					
	To approve Consent:
	
	Name of Institution:
			
		 		 	   Liberty Mutual Insurance Company

			
		 	By:	 	   /s/ Sheila Finnerty

		 	  Name: Sheila Finnerty
		 	  Title:   Authorized Signatory

  

			
	To approve Consent:
	
	Name of Institution: CREDIT SUISSE LOAN FUNDING LLC
		
		 	  

		
	By:	 	   /s/ Barry Zamore

		 	  Name: Barry Zamore
		 	  Title:   Managing Director
		
	By:	 	   /s/ David Fitzgerald

		 	  Name: David Fitzgerald
		 	  Title:   Authorized Signatory








 EXHIBIT A 
 FORM OF JOINDER AGREEMENT 
 THIS JOINDER AGREEMENT dated as of December [—], 2011 (this “Joinder Agreement”), is between MACDERMID GROUP, INC., a Delaware corporation (the “New Holdings”), and CREDIT SUISSE AG, as administrative agent (in such
capacity, and together with its successors, the “Administrative Agent”) and collateral agent (in such capacity, and together with its successors, the “Collateral Agent”) under that certain Credit Agreement dated as
of April 12, 2007 (as amended by that certain First Amendment, dated as of October 24, 2007, that certain Consent, Waiver and Amendment, dated as of July 28, 2008, and that certain Third Consent, Waiver and Amendment to Credit
Agreement (the “Third Amendment”), dated as of November 29, 2011 (and as otherwise amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”)), among MACDERMID
HOLDINGS, LLC, a Delaware limited liability company, Matrix Acquisition Corp., a Connecticut corporation, MACDERMID, INCORPORATED, a Connecticut corporation, the Lenders party thereto, the Administrative Agent, the Collateral Agent, GOLDMAN SACHS
CREDIT PARTNERS L.P., as syndication agent, and CIBC WORLD MARKETS CORP. and BEAR STEARNS & CO. INC., as co-documentation agents. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms
in the Credit Agreement or Third Amendment, as applicable. 
 W I T N E S S E T H : 

WHEREAS, in connection with the Credit Agreement, the Borrower and certain Grantors (other than New Holdings) have entered into the
Pledge and Security Agreement, dated as of April 12, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”) in favor of the Collateral Agent for the benefit of the
Lenders and the other Secured Parties; 
 WHEREAS, Section 4(b)(ii) of the Third Amendment requires New Holdings to deliver this
Joinder Agreement in order to become a party to the Credit Agreement as a “Guarantor” thereunder and to become a party to the Pledge and Security Agreement as a “Grantor” thereunder. 

NOW, THEREFORE, New Holdings hereby agrees as follows with the Administrative Agent and the Collateral Agent, for the benefit of the Lenders and the
other Secured Parties: 
 1. New Holdings hereby acknowledges, agrees and confirms that, by its execution of this Agreement, 

  
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 (a) New Holdings will be deemed to be a party to the Credit Agreement and a “Guarantor” for all
purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement as a Guarantor. New Holdings hereby ratifies, as of the date hereof, and agrees to be bound by, all of the
terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1(a), New Holdings hereby jointly and severally together with the other
Guarantors, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties, as provided in Article IV of the Credit Agreement, the prompt payment and performance of the Obligations in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. 
 (b) New Holdings will be
deemed to be a party to the Pledge and Security Agreement as a “Grantor” for all purposes of the Pledge and Security Agreement, with the same force and effect as if originally named therein as a Grantor. New Holdings hereby ratifies, as of
the date hereof, and agrees to be bound by, all terms, provisions and conditions applicable to the Grantors contained in the Pledge and Security Agreement. Without limiting the generality of the foregoing of this paragraph 1(b), New Holdings hereby
grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the Collateral of New Holdings, as collateral security for the prompt payment and performance when due (whether at stated maturity, by
acceleration or otherwise) of New Holdings’ Obligations. The information set forth in Schedule I hereto is hereby added to the information set forth in Schedules 3.02, 3.03 and 3.06(a) to the Pledge and Security Agreement. 

2. New Holdings hereby represents and warrants to the Administrative Agent that: 
 (a) New Holdings’ exact legal name and jurisdiction of incorporation are as set forth on the signature pages hereto; 
 (b) Schedule II hereto includes, upon consummation of the IPO Structuring Transactions, all direct Subsidiaries of New Holdings, including number of shares of outstanding Equity Interests and the
percentage of such Equity Interests owned by New Holdings; 
 3. The address of New Holdings for purposes of all notices and other
communications is the address designated for the Borrower on Schedule 11.02 to the Credit Agreement or such other address as New Holdings may from time to time notify the Administrative Agent in writing. 

  
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 4. New Holdings hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by New
Holdings under Article IV of the Credit Agreement upon the execution of this Joinder Agreement by New Holdings. 
 5. New Holdings hereby
acknowledges that it shall acquire the Equity Interests (and all related assets) in the Borrower subject to the existing pledges and grants of security pursuant to the Pledge and Security Agreement. 

6. New Holdings hereby agrees that all references to Holdings in any Loan Document shall, immediately following the transfer of all of the Equity
Interests held by Holdings in the Borrower to New Holdings, be deemed to include New Holdings. 
 7. This Joinder Agreement shall constitute a
Loan Document and shall be administered and construed pursuant to the terms of the Credit Agreement (including, without limitation, Article X thereof). 
 8. This Joinder Agreement 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. Delivery of any executed counterpart of a signature page of this Joinder Agreement by facsimile or other electronic transmission shall be as effective as delivery
of a manually executed counterpart hereof. 
 9. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK. 
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 IN WITNESS WHEREOF, New Holdings has caused this Joinder Agreement to be duly executed by its authorized
officer, and the Administrative Agent and the Collateral Agent, for the benefit of the Lenders and the other Secured Parties, has caused the same to be accepted by its authorized officer, as of the day and year first above written. 

 

			
	                MACDERMID GROUP, INC.
		
	By:	 	 
		 	 Name:

Title:

	
	Jurisdiction of Incorporation: Delaware


 Acknowledged and accepted: 
 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, 
 as Administrative Agent and Collateral Agent 

 

			
		
	By:	 	 
	 Name:

Title:









 SCHEDULE I 
 SUPPLEMENTAL SCHEDULES 
 [to be separately provided] 

  
 I-1









 SCHEDULE II 
 EQUITY INTERESTS 
 [to be separately provided]