First amendment to the Credit Agreement dated as of November 4, 2003



 EXHIBIT 10.4 
  
 FIRST AMENDMENT 
  
 FIRST AMENDMENT (this “Amendment”), dated as of November 4, 2003, among SILGAN HOLDINGS INC., a Delaware corporation (“Silgan”),
SILGAN CONTAINERS CORPORATION, a Delaware corporation (“Containers”), SILGAN PLASTICS CORPORATION, a Delaware corporation (“Plastics”), SILGAN CONTAINERS MANUFACTURING CORPORATION, a Delaware corporation
(“Manufacturing”), SILGAN CAN COMPANY, a Delaware corporation (“CanCo” and, together with Silgan, Containers, Plastics and Manufacturing, the “Borrowers,” and each individually, a “Borrower”), the lenders from
time to time party to the Credit Agreement (each a “Lender” and, collectively, the “Lenders”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless
otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement referred to below are used herein as therein defined. 
  
  
 WITNESSETH : 
  
 WHEREAS, the Borrowers, the Lenders, the Co-Syndication Agents, the
Co-Documentation Agents, the Joint Lead Arrangers, the Joint Book Managers and the Administrative Agent have entered into a Credit Agreement, dated as of June 28, 2002 (the “Credit Agreement”); and 
  
 WHEREAS, subject to the terms and conditions set forth below, the parties
hereto wish to amend certain provisions of the Credit Agreement as provided herein; 
  
 NOW, THEREFORE, it is agreed; 
  

	A.	Amendments to the Credit Agreement 

  
 1. Section 1.14(a) of the Credit Agreement is hereby amended by (i) deleting the amount “$275,000,000” appearing in clause (v) of the second
paragraph thereof and inserting the text “$475,000,000 (subject to reduction as provided below)” in lieu thereof and (ii) inserting the following new sentence at the end thereof: 
  
 “Notwithstanding anything to the contrary contained in clause (v) above
in this paragraph, at 5:00 P.M. (New York time) on the earlier of (A) the date of the incurrence of any Incremental Term Loans on or after the First Amendment Effective Date and (B) December 31, 2003, the $475,000,000 aggregate limitation set forth
therein shall be permanently reduced by the remainder (if positive) of (x) $200,000,000 minus (y) the aggregate amount of Incremental Term Loan Commitments obtained and funded on or after the First Amendment Effective Date and on or before December
31, 2003.” 
  
 2. The definition of “Applicable
Commitment Commission Percentage” and “Applicable Margin” appearing in Section 10.01 of the Credit Agreement is hereby amended by 







 
(i) deleting the ratio “4.00:1.00” each place such ratio appears under the column entitled “Total Leverage Ratio” and inserting the ratio
“3.75:1.00” in lieu thereof in each such place, (ii) inserting the following text immediately after the text “December 31, 2002” appearing in clause (B) of the final sentence thereof: 
  
 “, (C) Level 5 pricing shall apply for the period from the First
Amendment Effective Date through and including the date that is six months after the First Amendment Effective Date (after which time the Applicable Commitment Commission Percentage and Applicable Margin shall be determined as otherwise provided in
this definition without regard to this clause (C) and initially determined by reference to the financial statements delivered pursuant to Section 7.01(a) or (b) (accompanied by the officer’s certificate required to be delivered pursuant to
Section 7.01(e)) for the then most recently ended Test Period”, 
  
 and (iii)
re-designating clause “(C)” of such final sentence as clause “(D)”. 
  
 3. The definition of “Issuing Lender” appearing in Section 10.01 of the Credit Agreement is hereby amended to read in its entirety as follows: 
  
 “Issuing Lender” shall mean each of Deutsche Bank and any other Lender reasonably acceptable to
the Administrative Agent which, at the request of Silgan, agrees in such Lender’s sole discretion to issue Letters of Credit hereunder. Any Issuing Lender may, in its discretion, arrange for one or more Letters of Credit to be issued by one or
more Affiliates of such Issuing Lender (in which case each such Affiliate shall be the Issuing Lender of such Letters of Credit). 
  
 4. The definition of “Permitted Subordinated Debt Repurchases” appearing in Section 10.01 of the Credit Agreement is hereby amended to read in
its entirety as follows: 
  
 “Permitted
Subordinated Debt Repurchases” shall mean one or more open market or privately negotiated transactions or voluntary Refinancings pursuant to which Silgan Refinances outstanding 9% Senior Subordinated Debentures or Additional Permitted
Subordinated Indebtedness so long as (i) at the time of each such Refinancing, no Default or Event of Default then exists or would result therefrom, (ii) except as provided in the immediately succeeding sentence, at the time of each such Refinancing
and immediately after giving effect thereto, the Senior Leverage Ratio at such time, determined on a Pro Forma Basis, is no greater than 3.00:1.00, (iii) except as provided in the immediately succeeding sentence, within five Business Days prior to
the consummation of any such Refinancing, Silgan shall deliver to the Administrative Agent a certificate of its chief financial officer or treasurer setting forth (in reasonable detail) the calculation of the Senior Leverage Ratio at such time,
determined on a Pro Forma Basis, and such calculation shall show that the Senior Leverage Ratio is no greater than 3.00:1.00, (iv) except as provided in the immediately succeeding sentence, at the time of each such Refinancing and immediately after
giving effect thereto, the Total Unutilized Revolving Loan Commitment shall be at least (x) $150,000,000 to the extent that any such Refinancing occurs during the period from and including November 1 of any year through and including May 31 of the


  

 -2- 








 
succeeding year or (y) $100,000,000 to the extent that any such Refinancing occurs at any other time during any year, and (v) immediately following any such
Refinancing, the 9% Senior Subordinated Debentures or the Additional Permitted Subordinated Indebtedess so Refinanced are cancelled by Silgan. Notwithstanding the foregoing, clauses (ii), (iii) and (iv) above in this definition shall not apply to
(x) any Refinancing of the 9% Senior Subordinated Debentures to the extent such Refinancing occurs on or prior to December 31, 2003 and Silgan effects any such Refinancing utilizing, among other funds, at least $200,000,000 in aggregate principal
amount of Additional Permitted Subordinated Indebtedness and up to $200,000,000 in aggregate principal amount of Incremental Term Loans or (y) any Refinancing of Additional Permitted Subordinated Indebtedness so long as the only proceeds used to
effect such Refinancing are from the incurrence of Additional Permitted Subordinated Indebtedness. 
  
 5. The definition of “Senior Leverage Ratio” appearing in Section 10.01 of the Credit Agreement is hereby amended to read in its entirety as
follows: 
  
 “Senior Leverage Ratio”
shall mean, at any time, the ratio of (x) the sum of (I) Total Indebtedness (excluding Revolving Outstandings) at such time but calculated without regard to any outstanding Permitted Subordinated Indebtedness at such time plus (II) the Revolving
Outstandings on the December 31 immediately preceding the date of the required calculation of the Senior Leverage Ratio (or, in the case of any such calculation on a December 31, the Revolving Outstandings on such December 31) to (y) EBITDA for the
Test Period then most recently ended for which financial statements have been delivered to the Lenders under this Agreement. In determining the Senior Leverage Ratio at any time, there shall be excluded from Total Indebtedness an amount equal to the
amount of unrestricted cash and Cash Equivalents that would appear on a consolidated balance sheet of Silgan and its Subsidiaries prepared at such time to the extent, but only to the extent, no Revolving Loans or Swingline Loans are outstanding at
such time, provided, that in no event shall more than $50,000,000 be deducted in determining Total Indebtedness at such time; it being understood and agreed, however, for purposes of determining Total Indebtedness or Revolving Loans or Swingline
Loans at any time that the CanCo Restrictions are in effect, there shall be excluded from such calculation that aggregate principal amount of all Revolving Loans and Swingline Loans made to CanCo which equals the aggregate amount of unrestricted
cash and Cash Equivalents held by Silgan and its Subsidiaries (other than CanCo and its Subsidiaries) as would be reflected on a consolidated balance sheet of Silgan and its Subsidiaries prepared at such time. 
  
 6. The definition of “Total Indebtedness” appearing in Section
10.01 of the Credit Agreement is hereby amended by inserting the word “principal” immediately after the phrase “the aggregate” appearing therein. 
  
 7. Section 10.01 of the Credit Agreement is hereby further amended by inserting the following new definition in the
appropriate alphabetical order: 
  

 -3- 








 “First Amendment Effective Date” shall have the meaning provided in the First
Amendment, dated as of November 4, 2003, to this Agreement. 
  
 8.
Section 12.07(a) of the Credit Agreement is hereby amended by (i) redesignating clause (ii) in the further proviso thereof as clause (iii) thereof and (ii) inserting the following new clause (ii) in such further proviso immediately at the end of
clause (i) thereof: 
  
 “(ii) in determining Interest Expense
for any period, no effect shall be given (but only to the extent not already otherwise excluded for the calculation of Interest Expense under this Agreement) to non-cash amounts recorded (or required to be recorded) in accord with FAS 133,”.

  
 9. Section 12.15 of the Credit Agreement is hereby amended by
adding the following new paragraph (c) at the end thereof: 
  
 “(c) Notwithstanding anything provided in this Agreement, any amendments to this Agreement or any other agreement or document relating to the transactions contemplated by this Agreement, each Credit Party, each
Agent and each Lender hereby agrees and acknowledges that each Credit Party, each Agent and each Lender (and each of their employees, representatives or other agents) is authorized to disclose to any and all persons, beginning immediately upon
commencement of their discussions concerning the transactions contemplated by this Agreement and without limitation of any kind, the tax treatment and tax structure of such transactions, and all materials of any kind (including opinions or other tax
analyses) that are provided by any Credit Party, any Agent or any Lender to the other relating to such tax treatment and tax structure, except to the extent that such disclosure is subject to restrictions reasonably necessary to comply with
securities laws. For purposes of this paragraph, “tax treatment” and “tax structure” have the meanings provided, respectively, in Treasury Regulations section 1.6011-4(c)(8) and (9). This paragraph is intended to reflect the
understanding of each Credit Party, each Agent and each Lender that the transactions contemplated by this Agreement have not been offered under “conditions of confidentiality,” as that phrase is used in Treasury Regulation §§
1.6011-4(b)(3)(i) and 301.6111-2(c)(i), and shall be interpreted in a manner consistent therewith. Nothing herein is intended to imply that any Credit Party, any Agent or any Lender has made or provided to, or for the benefit of, the other any oral
or written statement as to any potential U.S. federal tax consequences that are related to, or may result from, such transactions. None of the Credit Parties, the Agents or the Lenders provides accounting, tax or legal advice, and each of them has
or will consult its own advisors regarding its participation in such transactions.” 
  
 10. Silgan also covenants and agrees with the Lenders (which covenant and agreement shall constitute a “covenant” and “agreement” for purposes of Section 9.03(i) of the Credit Agreement) that it
shall deliver a notice of redemption to the trustee for the 9% Senior Subordinated Debentures within five Business Days after the First Amendment Effective Date (as defined below) to redeem at least $200,000,000 in aggregate principal amount of 9%
Senior Subordinated Debentures (or, if less, the remaining aggregate principal amount of 9% Senior Subordinated Debentures not theretofore called for redemption) within 40 days after such trustee’s receipt of such notice of redemption.

  

 -4- 









	B.	Miscellaneous Provisions 

  
 1. Silgan acknowledges that it has incurred $150,000,000 of Incremental Term Loans pursuant to Section 1.14 of the Credit Agreement prior to the First
Amendment Effective Date. 
  
 2. In order to induce the Lenders to
enter into this Amendment, each Borrower hereby represents and warrants to each of the Lenders that (i) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all
material respects on and as of the First Amendment Effective Date, both before and after giving effect to this Amendment (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties
shall be true and correct as of such earlier date), and (ii) there exists no Default or Event of Default on the First Amendment Effective Date, both before and after giving effect to this Amendment. 
  
 3. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document. 
  
 4. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts executed by all the parties hereto shall be lodged with Silgan and the Administrative Agent.

  
 5. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 
  
 6. This Amendment shall become effective on the date (the “First Amendment Effective Date”) when each Borrower and the Required Lenders shall
have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of telecopier) the same to the Administrative Agent at the Notice Office. 
  
 7. From and after the First Amendment Effective Date, all references in the
Credit Agreement and in the other Credit Documents to the Credit Agreement shall be deemed to be referenced to the Credit Agreement as modified hereby. 
  
 * * * 
  

 -5- 








 IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered as of
the date first above written. 
  

	SILGAN HOLDINGS INC.
		
	By:	 	 /s/    Frank W. Hogan, III        

	 	

	 	 	 Title: Senior Vice President, General Counsel and Secretary

	
	SILGAN CONTAINERS CORPORATION
		
	By:	 	 /s/    Frank W. Hogan, III        

	 	

	 	 	 Title: Vice President, General Counsel and Secretary

	
	SILGAN PLASTICS CORPORATION
		
	By:	 	 /s/    Frank W. Hogan, III        

	 	

	 	 	 Title: Vice President, General Counsel and Secretary

	
	SILGAN CONTAINERS MANUFACTURING CORPORATION
		
	By:	 	 /s/    Frank W. Hogan, III        

	 	

	 	 	 Title: Vice President, General Counsel and Secretary

	
	SILGAN CAN COMPANY
		
	By:	 	 /s/    Frank W. Hogan, III        

	 	

	 	 	 Title: Vice President, General Counsel and Secretary

	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually and as Administrative Agent
		
	By:	 	 /s/    Marguerite Sutton        

	 	

	 	 	 Title: Vice President











	Galaxy CLO 1999-1, Ltd.
	by AIG Global Investment Adviser, Inc.
	its Collateral Manager
	
	[NAME OF LENDER]
		
	By:	 	 /s/    John G. Lapham, III        

	 	

	 	 	 Title: Managing Director



  
  
 [Signature Page to the First Amendment to the Credit Agreement] 








	Galaxy CLO 2003-1, Ltd.
		
	BY:	 	 AIG Global Investment Corp.,
 Its Investment Advisor

	 	 	 
		
	By:	 	 /s/ John G. Lapham, III

	 	

	 	 	 Title: Managing Director



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	SunAmerica Life Insurance Company
		
	By:	 	 AIG Global Investment Corp.,
 as Investment Adviser

	 	 	 
		
	By:	 	 /s/ John G. Lapham, III

	 	

	 	 	 Title: Managing Director



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 ALLSTATE LIFE INSURANCE COMPANY
  
 [NAME OF LENDER]

		
	By:	 	


	 	

	 	 	 Title:

	 	 	 
		
	By:	 	


	 	

	 	 	 


  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 AIMCO CDO Series 2000-A
  
 [NAME OF LENDER]

		
	By:	 	 



	 	

	 	 	 Title:

	 	 	 
		
	By:	 	 



	 	

	 	 	 


  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 AIMCO CLO SERIES 2001-A
  
 [NAME OF LENDER]

		
	By:	 	 



	 	

	 	 	 Title:

	 	 	 
		
	By:	 	 



	 	

	 	 	 


  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	Monument Capital Ltd., as Assignee
		
	By:	 	 Alliance Capital Management L.P.,
 as
Investment Manager

		
	By:	 	 Alliance Capital Management Corporation,
 as
General Partner

	 	 	 
		
	By:	 	/s/ Sverker Johansson
	 	

	 Name:
	 	 Sverker Johansson

	 Title:
	 	 Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	New Alliance Global CDO, Limited
		
	By:	 	 Alliance Capital Management L.P.,
 as
Sub-Advisor

		
	By:	 	 Alliance Capital Management Corporation,
 as
General Partner

	 	 	 
		
	By:	 	/s/ Sverker Johansson
	 	

	 Name:
	 	 Sverker Johansson

	 Title:
	 	 Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	MARINER CDO 2002, LTD.
		
	By:	 	


	 	

	 Title:
	 	 Director



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 Bank Leumi USA

		
	 By:
	 	 /s/ Joung Hee Hong

	 	

	 	 	 Title: Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 BANK OF AMERICA, N.A.

		
	 By:
	 	 /s/ John W. Pocalyko

	 	

	 	 	 Title: Managing Director



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 Grayston CLO 2001-01 Ltd.

		
	 By:
	 	 Bear Stearns Asset Management Inc.
 as its Collateral Manager

	 	 	 
		
	 By:
	 	


	 	

	 	 	 Title: Associate Director



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 Gallatin Funding I Ltd.

		
	 By:
	 	 Bear Stearns Asset Management Inc.
 as its Collateral Manager

	 	 	 
		
	 By:
	 	


	 	

	 	 	 Title: Associate Director



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 Magnetite IV CLO, Limited
  
 Magnetite V CLO, Limited

		
	 By:
	 	 



	 	

	 	 	 Title: M.D.



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 Carlyle High Yield Partners IV, Ltd.

		
	 By:
	 	 /s/ Linda Pace

	 	

	 	 	 Title: Principal



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 Carlyle High Yield Partners III, Ltd.

		
	 By:
	 	 /s/ Linda Pace

	 	

	 	 	 Title: Principal



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 Carlyle High Yield Partners II, Ltd.

		
	By:	 	 /s/ Linda Pace

	 	

	 	 	 Title: Principal



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 Citicorp North America, Inc.

		
	By:	 	 /s/ Suzanne Crymes

	 	

	 	 	 Title: Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 FIRST DOMINION FUNDING I

		
	 By:
	 	 /s/ David H. Lerner

	 	

	 	 	 Title: Authorized Signatory



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 FIRST DOMINION FUNDING III

		
	 By:
	 	 /s/ David H. Lerner

	 	

	 	 	 Title: Authorized Signatory



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 CSAM FUNDING III

		
	 By:
	 	 /s/ David H. Lerner

	 	

	 	 	 Title: Authorized Signatory



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 SEQUILS-Cumberland I, Ltd.

		
	 By:
	 	 Deerfield Capital Management LLC
 as its Collateral Manager

	 	 	 
		
	By:	 	 /s/ Peter Sakon

	 	

	 Name:
	 	 Peter Sakon

	 Title:
	 	 Assistant Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 ROSEMONT CLO, Ltd.

		
	By:	 	 Deerfield Capital Management LLC
 as its Collateral Manager

	 	 	 
		
	By:	 	 /s/ Peter Sakon

	 	

	 Name:
	 	 Peter Sakon

	 Title:
	 	 Assistant Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 FOREST CREEK CLO, Ltd.

		
	By:	 	 Deerfield Capital Management LLC
 as its Collateral Manager

	 	 	 
		
	By:	 	 /s/ Peter Sakon

	 	

	 Name:
	 	 Peter Sakon

	 Title:
	 	 Assistant Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 SENIOR DEBT PORTFOLIO

		
	 By:
	 	 Boston Management and Research
 as Investment Advisor

	 	 	 
		
	 By:
	 	 /s/ Michael B. Botthof

	 	

	 	 	 Title: Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 EATON VANCE SENIOR INCOME TRUST

		
	 BY:
	 	 Eaton Vance Management
 As Investment Advisor

	 	 	 
		
	By:	 	 /s/ Michael B. Botthof

	 	

	 	 	 Title: Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

		
	 BY:
	 	 Eaton Vance Management
 As Investment Advisor

	 	 	 
		
	By:	 	 /s/ Michael B. Botthof

	 	

	 	 	 Title: Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 OXFORD STRATEGIC INCOME FUND

		
	 BY:
	 	 Eaton Vance Management
 As Investment Advisor

	 	 	 
		
	By:	 	 /s/ Michael B. Botthof

	 	

	 	 	 Title: Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 EATON VANCE CDO III, LTD.

		
	 BY:
	 	 Eaton Vance Management
 As Investment Advisor

	 	 	 
		
	By:	 	 /s/ Michael B. Botthof

	 	

	 	 	 Title: Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 EATON VANCE CDO IV, LTD.

		
	 BY:
	 	 Eaton Vance Management
 As Investment Advisor

	 	 	 
		
	By:	 	 /s/ Michael B. Botthof

	 	

	 	 	 Title: Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 COSTANTINUS EATON VANCE CDO V, LTD.

		
	 BY:
	 	 Eaton Vance Management
 As Investment Advisor

	 	 	 
		
	By:	 	 /s/ Michael B. Botthof

	 	

	 	 	 Title: Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	EATON VANCE CDO VI LTD.
		
	BY:	 	 Eaton Vance Management
 As Investment Advisor

	 	 	 
		
	By:	 	 /s/ Michael B. Botthof

	 	

	 	 	 Title: Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	GRAYSON & CO
		
	BY:	 	 Boston Management And Research
 As Investment Advisor

	 	 	 
		
	By:	 	 /s/ Michael B. Botthof

	 	

	 	 	 Title: Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	BIG SKY SENIOR LOAN FUND, LTD.
		
	BY:	 	 Eaton Vance Management
 As Investment Advisor

	 	 	 
		
	By:	 	 /s/ Michael B. Botthof

	 	

	 	 	 Title: Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 EATON VANCE
 VT FLOATING-RATE
INCOME FUND

		
	BY:	 	 Eaton Vance Management
 As Investment Advisor

	 	 	 
		
	By:	 	 /s/ Michael B. Botthof

	 	

	 	 	 Title: Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	TOLLI & CO.
		
	BY:	 	 Eaton Vance Management
 As Investment Advisor

	 	 	 
		
	By:	 	 /s/ Michael B. Botthof

	 	

	 	 	 Title: Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	ERSTE BANK, NEW YORK BRANCH
		
	By:	 	/s/ Gregory T. Aptman
	 	

	 Name:
	 	 Gregory T. Aptman

	 Title:
	 	 Vice President

	 	 	 
		
	By:	 	 /s/ Bryan Lynch

	 	

	 Name:
	 	 Bryan Lynch

	 Title:
	 	 First Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 Fidelity Advisor Series II: Fidelity Advisor
 Floating Rate High Income Fund

		
	By:	 	/s/ Frank Knox
	 	

	 	 	 Title: Assistant Treasurer



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	BALLYROCK CDO I Limited,
		
	By:	 	 BALLYROCK Investment Advisors LLC,
 as Collateral Manager

	 	 	 
		
	By:	 	/s/ Lisa Rymut
	 	

	 	 	 Title: Assistant Treasurer



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	General Electric Capital Corporation
		
	By:	 	/s/ Brian P. Schwinn
	 	

	 	 	 Title: Duly Authorized Signatory



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	Harch CLO I, Ltd.
		
	By:	 	/s/ Michael E. Lewitt
	 	

	 	 	 Title: Authorized Signatory



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	ARCHIMEDES FUNDING III, LTD.
		
	BY:	 	 ING Capital Advisors LLC,
 as Collateral
Manager

	 	 	 
		
	BY:	 	/s/ Mark O’Shaughnessy
	 	

	 Name:
	 	 Mark O’Shaughnessy

	 Title:
	 	 Director



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	AMARA-1 FINANCE, LTD.,
		
	By:	 	 INVESCO Senior Secured Management, Inc.
 As
Financial Manager

	 	 	 
		
	By:	 	/s/ Joseph Rotondo
	 	

	 	 	 Title: Authorized Signatory



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	AMARA 2 FINANCE, LTD.
		
	By:	 	 INVESCO Senior Secured Management, Inc.
 As
Financial Manager

	 	 	 
		
	By:	 	/s/ Joseph Rotondo
	 	

	 	 	 Title: Authorized Signatory



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	AVALON CAPITAL LTD.
		
	By:	 	 INVESCO Senior Secured Management, Inc.
 As
Portfolio Advisor

	 	 	 
		
	By:	 	/s/ Joseph Rotondo
	 	

	 	 	 Title: Authorized Signatory



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	AVALON CAPITAL LTD. 2
		
	By:	 	 INVESCO Senior Secured Management, Inc.
 As
Portfolio Advisor

	 	 	 
		
	By:	 	/s/ Joseph Rotondo
	 	

	 	 	 Title: Authorized Signatory



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 OASIS COLLATERALIZED HIGH INCOME
 PORTFOLIOS-1, LTD.

		
	 By:
	 	 INVESCO Senior Secured Management, Inc.
 As Sub-Advisor

	 	 	 
		
	 By:
	 	 /s/ Joseph Rotondo

	 	

	 	 	 Title: Authorized Signatory



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	CHARTER VIEW PORTFOLIO
		
	By:	 	 INVESCO Senior Secured Management, Inc.
 As Investment Advisor

	 	 	 
		
	By:	 	 /s/ Joseph Rotondo

	 	

	 	 	 Title: Authorized Signatory



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 DIVERSIFIED CREDIT PORTFOLIO LTD.

		
	 By:
	 	 INVESCO Senior Secured Management, Inc.
 As Investment Advisor

	 	 	 
		
	By:	 	 /s/ Joseph Rotondo

	 	

	 	 	 Title: Authorized Signatory



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	AIM FLOATING RATE FUND
		
	By:	 	 INVESCO Senior Secured Management, Inc.
 As Sub-Advisor

	 	 	 
		
	By:	 	 /s/ Joseph Rotondo


	 	 	 Title: Authorized Signatory



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	INVESCO EUROPEAN CDO I S.A.
		
	By:	 	 INVESCO Senior Secured Management, Inc.
 As Collateral Manager

	 	 	 
		
	By:	 	 /s/ Joseph Rotondo


	 	 	 Title: Authorized Signatory



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	SEQUILS-LIBERTY, LTD.
		
	By:	 	 INVESCO Senior Secured Management, Inc.
 As Collateral Manager

	 	 	 
		
	By:	 	 /s/ Joseph Rotondo


	 	 	 Title: Authorized Signatory



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	SARATOGA CLO I, LIMITED
		
	By:	 	 INVESCO Senior Secured Management, Inc.
 As Asset Manager

	 	 	 
		
	By:	 	 /s/ Joseph Rotondo

	 	

	 	 	 Title: Authorized Signatory



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	National City Bank
		
	By:	 	 



	 	

	 	 	 Title: Account Officer



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 	 	 	 	 Nomura Bond & Loan Fund

					
	By:	 	 UFJ Trust Bank Limited
 as Trustee
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
					
	By:	 	 Nomura Corporate Research and Asset Management Inc.
	 	 	 	By:	 	 /s/ Elizabeth MacLean

	 	 	 	 	 	 	 	

	 	 	 Attorney in Fact
	 	 	 	 	 	 Title: Director


  
 [Signature Page to the
First Amendment to the Credit Agreement] 








	Octagon Investment Partners III, Ltd.
		
	By:	 	 Octagon Credit Investors, LLC
 as Portfolio Manager

	 	 	 
		
	By:	 	 /s/ Michael B. Nechamkin

	 	

	 	 	 Title: Portfolio Manager



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	Octagon Investment Partners IV, Ltd.
		
	By:	 	 Octagon Credit Investors, LLC
 as collateral manager

	 	 	 
		
	By:	 	 /s/ Michael B. Nechamkin

	 	

	 	 	 Title: Portfolio Manager



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	C-SQUARED CDO LTD.
		
	By:	 	 TCW Advisors, Inc.,
 as its Portfolio Manager

	 	 	 
		
	By:	 	 /s/ G. Steven Kalin

	 	

	 Name:
	 	 G. Steven Kalin

	 Title:
	 	 Senior Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	TCW SELECT LOAN FUND, LIMITED
		
	By:	 	 TCW Advisors, Inc.,
 as its Collateral Manager

	 	 	 
		
	By:	 	 /s/ G. Steven Kalin

	 	

	 Name:
	 	 G. Steven Kalin

	 Title:
	 	 Senior Vice President

	 	 	 
		
	By:	 	 /s/ Richard F. Kurth

	 	

	 Name:
	 	 Richard F. Kurth

	 Title:
	 	 Senior Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	SEQUILS IV, LTD.
		
	By:	 	 TCW Advisors, Inc.,
 as its Collateral
Manager

	 	 	 
		
	By:	 	 /s/ G. Steven Kalin

	 	

	 Name:
	 	 G. Steven Kalin

	 Title:
	 	 Senior Vice President

	 	 	 
		
	By:	 	 /s/ Richard F. Kurth

	 	

	 Name:
	 	 Richard F. Kurth

	 Title:
	 	 Senior Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	SEQUILS I, LTD.
		
	By:	 	 TCW Advisors, Inc.,
 as its Collateral
Manager

	 	 	 
		
	By:	 	 /s/ G. Steven Kalin

	 	

	 Name:
	 	 G. Steven Kalin

	 Title:
	 	 Senior Vice President

	 	 	 
		
	By:	 	 /s/ Richard F. Kurth

	 	

	 Name:
	 	 Richard F. Kurth

	 Title:
	 	 Senior Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








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

		
	 By:
	 	 TCW Advisors, Inc.,
 as portfolio manager of Loan Funding I LLC

	 	 	 
		
	By:	 	 /s/ G. Steven Kalin

	 	

	 Name:
	 	 G. Steven Kalin

	 Title:
	 	 Senior Vice President

	 	 	 
		
	By:	 	 /s/ Richard F. Kurth

	 	

	 Name:
	 	 Richard F. Kurth

	 Title:
	 	 Senior Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 LIGHTSPEED CLO LTD.

		
	By:	 	 TCW Advisors, Inc.,
 As Agent

	 	 	 
		
	By:	 	 /s/ G. Steven Kalin

	 	

	 Name:
	 	 G. Steven Kalin

	 Title:
	 	 Senior Vice President

	 	 	 
		
	By:	 	 /s/ Richard F. Kurth

	 	

	 Name:
	 	 Richard F. Kurth

	 Title:
	 	 Senior Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 EASTMAN HILL FUNDING I, LIMITED

		
	 By:
	 	 TCW Asset Management Company,
 as its collateral Manager

	 	 	 
		
	By:	 	 /s/ Mark L. Gold

	 	

	 Name:
	 	 Mark L. Gold

	 Title:
	 	 Managing Director



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 Ceres II Finance Ltd.

		
	By:	 	 Patriarch Partners IX, LLC,
 its Managing Agent

	 	 	 
		
	By:	 	 /s/ Lynn Tilton

	 	

	 Name:
	 	 Lynn Tilton

	 Title:
	 	 Manager

	
	 Aeries Finance-II Ltd.

		
	By:	 	 Patriarch Partners X, LLC.
 its Managing Agent

	 	 	 
		
	By:	 	 /s/ Lynn Tilton

	 	

	 Name:
	 	 Lynn Tilton

	 Title:
	 	 Manager











	PEOPLE’S BANK
		
	By:	 	 



	 	

	 	 	 Title: Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	Addison CDO, Limited (#1279)



		
	By:	 	 Pacific Investment Management Company LLC,
 as its Investment Advisor

			
	 	 	By:	 	 /s/ Mohan V. Phansalkar

	 	 	 	

	 	 	 	 	 Mohan V. Phansalkar
 Executive Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 CAPTIVA III Finance Ltd. (Acct. 275),
 as advised by Pacific Investment
 Management Company LLC

		
	By:	 	 /s/ David Dyer

	 	

	 Name:
	 	 David Dyer

	 Title:
	 	 Director



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 CAPTIVA IV Finance Ltd. (Acct. 1275),
 as advised by Pacific Investment
 Management Company LLC

		
	By:	 	 /s/ David Dyer

	 	

	 Name:
	 	 David Dyer

	 Title:
	 	 Director



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	DELANO Company (#274)
		
	By:	 	 Pacific Investment Management Company LLC,
 as its Investment Advisor




			
	 	 	 By:
	 	 /s/ Mohan V. Phansalkar

	 	 	 	

	 	 	 	 	 Mohan V. Phansalkar
 Executive Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	PIMCO Corporate Income Fund (#2821)



			
	 	 	By:	 	Pacific Investment Management Company LLC, as its Investment Advisor
				
	 	 	 	 	 By:
	 	/s/ Mohan V. Phansalkar
	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 Mohan V. Phansalkar
 Executive Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	ROYALTON COMPANY (#280)



		
	By:	 	 Pacific Investment Management Company LLC,
 as its Investment Advisor

			
	 	 	 By:
	 	 /s/ Mohan V. Phansalkar

	 	 	 	

	 	 	 	 	 Mohan V. Phansalkar
 Executive Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	SEQUILS-MAGNUM, LTD. (#1280)



		
	By:	 	 Pacific Investment Management Company LLC,
 as its Investment Advisor

			
	 	 	By:	 	 /s/ Mohan V. Phansalkar

	 	 	 	

	 	 	 	 	 Mohan V. Phansalkar
 Executive Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 Waveland – INGOTS, LTD. (#2006)
 as a Tranche B Lender

		
	By:	 	 Pacific Investment Management Company LLC,
 as its Investment Advisor

			
	 	 	 By:
	 	 /s/ Mohan V. Phansalkar

	 	 	 	

	 	 	 	 	 Mohan V. Phansalkar
 Executive Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	Wrigley CDO, LTD. (#1285)



		
	By:	 	 Pacific Investment Management Company LLC,
 as its Investment Advisor

			
	 	 	 By:
	 	 /s/ Mohan V. Phansalkar

	 	 	 	

	 	 	 	 	 Mohan V. Phansalkar
 Executive Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	The Prudential Insurance Company of America
		
	By:	 	 Prudential Investment Management, Inc.,
 as
Investment Advisor

		
	By:	 	 



	 	

	 	 	 Title: VP



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 Dryden III Leveraged Loan CDO 2002
  
 By: Prudential Investment Management, Inc.,
as
 Collateral Manager

		
	 By:
	 	 



	 	

	 	 	 Title: VP



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 Dryden Leveraged Loan CDO 2002-II
  
 By: Prudential Investment Management, Inc.,
as
 Collateral Manager

		
	 By:
	 	 



	 	

	 	 	 Title: VP



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 SEQUILS-Glace Bay, Ltd.
  
 By Royal Bank of Canada as Collateral Manager

		
	By:	 	/s/ Melissa Marano
	 	

	 Name:
	 	 Melissa Marano

	 Title:
	 	 Authorized Signatory



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 APEX (Trimaran) CDO I, LTD.
  
 By Trimaran Advisors, L.L.C.

		
	By:	 	/s/ David M. Millison
	 	

	 	 	 Title: David M. Millison
          Managing Director



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	Crédit Industriel et Commercial
				
	By:	 	/s/ Anthony Rock	 	 	 	/s/ Brian O’Leary
	 	
	 	 	

	Name:	 	Anthony Rock	 	 	 	Brian O’Leary
	Title:	 	Vice President	 	 	 	Vice President


  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	Webster Bank
		
	By:	 	


	 	

	 	 	Title: Vice President


  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	Flagship CLO 2001-1
		
	By:	 	


	 	

	 	 	Title: Director


  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	Flagship CLO II
		
	By:	 	


	 	

	 	 	Title: Director


  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	Centurion CDO VI, Ltd.
	[NAME OF LENDER]
		
	 By:
	 	 American Express Asset Management
 Group, Inc. as Collateral Manager

	 	 	 
		
	By:	 	/s/ Leanne Stavrakis
	 	

	 	 	 Title: Leanne Stavrakis
          Director - Operations



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	Sequils – Centurion V, Ltd.
	[NAME OF LENDER]
		
	By:	 	 American Express Asset Management Group, Inc.
 As Collateral Manager

	 	 	 
		
	By:	 	/s/ Leanne Stavrakis
	 	

	 	 	 Title: Leanne Stavrakis
          Director - Operations



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	Centurion CDO II, Ltd.
	[NAME OF LENDER]
		
	 By:
	 	 American Express Asset Management Group, Inc.
 as Collateral Manager

	 	 	 
		
	By:	 	/s/ Leanne Stavrakis
	 	

	 	 	 Title: Leanne Stavrakis
          Director - Operations



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	American Express Certificate Company
	[NAME OF LENDER]
		
	 By:
	 	 American Express Asset Management Group, Inc.
 as Collateral Manager

	 	 	 
		
	By:	 	/s/ Yvonne Stevens
	 	

	 	 	 Title: Yvonne Stevens
           Senior Managing Director



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	IDS Life Insurance Company
	[NAME OF LENDER]
		
	By:	 	 American Express Asset Management Group, Inc.
 as Collateral Manager

	 	 	 
		
	By:	 	/s/ Yvonne Stevens
	 	

	 	 	 Title: Yvonne Stevens
           Senior Managing Director



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	AURUM CLO 2002-1 LTD.
		
	 By:
	 	 Columbia Management Advisors, Inc.
 (f/k/a
Stein Roe & Farnham Incorporated),
 As Investment Manager

	 	 	 
		
	By:	 	/s/ James R. Fellows
	 	

	 	 	Title: Sr. Vice President & Portfolio Manager


  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	[NAME OF LENDER]
	 Magnetite IV CLO, Limited
 Magnetite V CLO, Limited

		
	By:	 	


	 	

	 	 	Title: M. D.


  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 SUFFIELD CLO, LIMITED

		
	By:	 	 David L. Babson & Company Inc.
 as Collateral Manager

	 	 	 
		
	 By:
	 	 /s/ Glenn P. Duffy

	 	

	 	 	Title: Managing Director


  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 APEX (IDM) CDO I. LTD.
 TRYON CLO LTD. 2000-I

		
	By:	 	 David L. Babson & Company Inc.
 as Collateral Manager

	 	 	 
		
	 By:
	 	 /s/ Glenn P. Duffy

	 	

	 	 	Title: Managing Director


  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	MAPLEWOOD (CAYMAN) LIMITED
		
	By:	 	 David L. Babson & Company Inc.
 under delegated authority from Massachusetts
 Mutual Life Insurance Company
 as Investment Manager

	 	 	 
		
	 By:
	 	 /s/ Glenn P. Duffy

	 	

	 	 	Title: Managing Director


  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

		
	By:	 	 David L. Babson & Company Inc.
 as Investment Adviser

	 	 	 
		
	 By:
	 	 /s/ Glenn P. Duffy

	 	

	 	 	Title: Managing Director


  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 Hamilton Floating Rate Fund, LLC

		
	 By:
	 	 /s/ Dean Stephan

	 	

	 	 	 Title: Managing Director



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 BNP Paribas

		
	 By:
	 	 /s/ Shayn March

	 	

	 Name:
	 	 Shayn March

	 Title:
	 	Vice President
	
	 BNP Paribas

		
	 By:
	 	 /s/ Rick Pace

	 	

	 Name:
	 	Rick Pace
	 Title:
	 	Director


  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 Fleet National Bank

		
	 By:
	 	 /s/ Marwan Isbaih

	 	

	 	 	 Title: Director



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 Hanover Square CLO Ltd.

		
	 By:
	 	 Blackstone Debt Advisors L.P.
 As Collateral Manager

	 	 	 
		
	 By:
	 	 



	 	

	 	 	 Title: Managing Director



  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	AMMC CDO I, LIMITED
		
	By:	 	 American Money Management Corp.,
 as Collateral Manager

	 	 	 
		
	By:	 	 /s/ David P. Meyer

	 	

	 	 	Title: David P. Meyer/Vice President


  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	AMMC CDO II, LIMITED
		
	By:	 	 American Money Management Corp.,
 as Collateral Manager

	 	 	 
		
	By:	 	 /s/ David P. Meyer

	 	

	 	 	Title: David P. Meyer/Vice President


  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	MOUNTAIN CAPITAL CLO II LTD.
		
	By:	 	 /s/ Chris Siddons

	 	

	 	 	Title: Director


  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	Prometheus Investment Funding No. 1 LTD.
		
	By:	 	 HVB Credit Advisors LLC

	 	 	 
		
	By:	 	 /s/ Thomas L. Mowat

	 	

	 	 	Title: Director
	 	 	 
		
	By:	 	 /s/ James T. Li

	 	

	 	 	Title: Associate Director


  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	MOUNTAIN CAPITAL CLO I, LTD.
		
	By:	 	 /s/ Chris Siddons

	 	

	 	 	Title: Director


  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	FIRSTRUST BANK
		
	By:	 	/s/ Kent Nelson
	 	

	 Name:
	 	Kent Nelson
	 Title:
	 	Senior Vice President


  
 [Signature Page
to the First Amendment to the Credit Agreement] 








	 ING PRIME RATE TRUST
	 	 	 	 ING SENIOR INCOME FUND

					
	By:	 	 Aeltus Investment Management, Inc.
 as its investment manager
	 	 	 	By:	 	 Aeltus Investment Management, Inc.
 as its investment manager

	 	 	 	 	 	 	 	 	 
					
	By:	 	 /s/ Charles E. LeMieux
	 	 	 	By:	 	 /s/ Charles E. LeMieux

	 	
	 	 	 	 	

	 Name:
	 	 Charles E. LeMieux, CFA
	 	 	 	 Name:
	 	 Charles E. LeMieux, CFA

	 Title:
	 	 Vice President
	 	 	 	 Title:
	 	 Vice President

			
	 SEQUILS - PILGRIM I, LTD
	 	 	 	 ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.

					
	By:	 	 ING Investments, LLC
 as its investment manager
	 	 	 	By:	 	 ING Investments, LLC
 as its investment manager

	 	 	 	 	 	 	 	 	 
					
	By:	 	 /s/ Charles E. LeMieux
	 	 	 	By:	 	 /s/ Charles E. LeMieux

	 	
	 	 	 	 	

	 Name:
	 	 Charles E. LeMieux, CFA
	 	 	 	 Name:
	 	 Charles E. LeMieux, CFA

	 Title:
	 	 Vice President
	 	 	 	 Title:
	 	 Vice President

			
	 PILGRIM CLO 1999 - 1 LTD.
	 	 	 	 ML CLO XV PILGRIM AMERICA (CAYMAN ) LTD.

					
	By:	 	 ING Investments, LLC
 as its investment manager
	 	 	 	By:	 	 ING Investments, LLC
 as its investment manager

	 	 	 	 	 	 	 	 	 
					
	By:	 	 /s/ Charles E. LeMieux
	 	 	 	By:	 	 /s/ Charles E. LeMieux

	 	
	 	 	 	 	

	 Name:
	 	 Charles E. LeMieux, CFA
	 	 	 	 Name:
	 	 Charles E. LeMieux, CFA

	 Title:
	 	 Vice President
	 	 	 	 Title:
	 	 Vice President

			
	 PILGRIM AMERICA HIGH INCOME INVESTMENT LTD,
	 	 	 	 ML CLO XII PILGRIM AMERICA (CAYMAN ) LTD.

					
	By:	 	 ING Investments, LLC
 as its investment manager
	 	 	 	By:	 	 ING Investments, LLC
 as its investment manager

	 	 	 	 	 	 	 	 	 
					
	By:	 	 /s/ Charles E. LeMieux
	 	 	 	By:	 	 /s/ Charles E. LeMieux

	 	
	 	 	 	 	

	 Name:
	 	 Charles E. LeMieux, CFA
	 	 	 	 Name:
	 	 Charles E. LeMieux, CFA

	 Title:
	 	 Vice President
	 	 	 	 Title:
	 	 Vice President


  
 [Signature Page to the
First Amendment to the Credit Agreement] 








	 WINGED FOOT FUNDING TRUST

		
	 By:
	 	 /s/ Diana M. Himes

	 	

	 	 	 Title: Authorized Agent



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 JUPITER LOAN FUNDING LLC

		
	 By:
	 	 /s/ Diana M. Himes

	 	

	 	 	 Title: Assistant Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 MUIRFIELD TRADING LLC

		
	 By:
	 	 /s/ Diana M. Himes

	 	

	 	 	 Title: Assistant Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 OLYMPIC FUNDING TRUST, SERIES 1999-1

		
	 By:
	 	 /s/ Diana M. Himes

	 	

	 	 	 Title: Authorized Agent



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 HARBOUR TOWN FUNDING LLC

		
	 By:
	 	 /s/ Diana M. Himes

	 	

	 	 	 Title: Assistant Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 KZH CRESCENT-2 LLC

		
	 By:
	 	 /s/ Hi Hua

	 	

	 	 	 Title: Authorized Agent



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 KZH CRESCENT-3 LLC

		
	 By:
	 	 /s/ Hi Hua

	 	

	 	 	 Title: Authorized Agent



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 KZH CYPRESSTREE-1 LLC

		
	 By:
	 	 /s/ Hi Hua

	 	

	 	 	 Title: Authorized Agent



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 KZH ING-2 LLC

		
	 By:
	 	 /s/ Hi Hua

	 	

	 	 	 Title: Authorized Agent



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 KZH PONDVIEW LLC

		
	 By:
	 	 /s/ Hi Hua

	 	

	 	 	 Title: Authorized Agent



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 KZH RIVERSIDE LLC

		
	 By:
	 	 /s/ Hi Hua

	 	

	 	 	 Title: Authorized Agent



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 KZH SOLEIL-2 LLC

		
	 By:
	 	 /s/ Hi Hua

	 	

	 	 	 Title: Authorized Agent



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 KZH STERLING LLC

		
	 By:
	 	 /s/ Hi Hua

	 	

	 	 	 Title: Authorized Agent



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 KZH WATERSIDE LLC

		
	 By:
	 	 /s/ Hi Hua

	 	

	 	 	 Title: Authorized Agent



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 Cooperatieve Centrale Raiffeisen-Boerenleenbank
 B.A. “Rabobank International”, New York Branch

		
	 By:
	 	 /s/ Betty H. Mills

	 	

	 	 	 Title: Executive Director




		
	 By:
	 	 /s/ Brett Delfino

	 	

	 	 	 Title: Executive Director



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 Sankaty Advisors, LLC as Collateral
 Manager for Castle Hill III CLO, Limited,
 as Term Lender

		
	 By:
	 	 /s/ Diane J. Exter

	 	

	 	 	 Title: Managing Director
           Portfolio Manager



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 Sankaty Advisors, LLC as Collateral
 Manager for Race Point II CLO,
 Limited, as Term Lender

		
	 By:
	 	 /s/ Diane J. Exter

	 	

	 	 	 Title: Managing Director
           Portfolio Manager



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 Sankaty Advisors, LLC as Collateral
 Manager for Castle Hill I - INGOTS, Ltd,
 as Term Lender

		
	 By:
	 	 /s/ Diane J. Exter

	 	

	 	 	 Title: Managing Director
           Portfolio Manager



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 Sankaty Advisors, LLC as Collateral
 Manager for Castle Hill II - INGOTS, Ltd,
 as Term Lender

		
	 By:
	 	 /s/ Diane J. Exter

	 	

	 	 	 Title: Managing Director
           Portfolio Manager



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 Sankaty Advisors, LLC as Collateral
 Manager for Race Point CLO, Limited,
 as Term Lender

		
	 By:
	 	 /s/ Diane J. Exter

	 	

	 	 	 Title: Managing Director
           Portfolio Manager



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 Sankaty Advisors, LLC as Collateral
 Manager for Great Point CLO 1999-1 LTD.,
 as Term Lender

		
	 By:
	 	 /s/ Diane J. Exter

	 	

	 	 	 Title: Managing Director
           Portfolio Manager



  
 [Signature Page
to the First Amendment to the Credit Agreement] 
  










	 PB Capital Corporation

		
	 By:
	 	 /s/ Andrew L. Shipman

	 	

	 	 	 Title: Assistant Vice President




		
	 By:
	 	 /s/ Tyler J. McCarthy

	 	

	 	 	 Title: Vice President



  
 [Signature Page
to the First Amendment to the Credit Agreement]