** **

**Exhibit10.21**

 

[EXECUTION COPY]

 

AMENDMENT NO.1 dated as of October 14, 2004 (this “***Amendment***”)to the Credit Agreement dated as of December 17, 2003 (the “***Credit Agreement***”),among SENSUS METERING SYSTEMS INC. (the “***Borrower***”),SENSUS METERING SYSTEMS (LUXCO 2) S.ÀR.L. (the “***EuropeanBorrower***” and, together with the Borrower, the “***Borrowers***”), SENSUS METERING SYSTEMS(BERMUDA 2) LTD. (“***Holdings***”), the Lenders andCREDIT SUISSE FIRST BOSTON, as General Administrative Agent (in such capacity,the “***Administrative Agent***”), U.S.Collateral Agent, European Administrative Agent and European Collateral Agentfor the Lenders.

 

A.                      Pursuant tothe Credit Agreement, the Lenders have extended credit to the Borrowers.

 

B.                       TheBorrowers have requested certain amendments to the Credit Agreement as setforth herein.

 

C.                       Capitalizedterms used but not defined herein shall have the meanings assigned to them inthe Credit Agreement.

 

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

 

## SECTION 1.  *Amendments*.  Effective as of the Amendment Effective Date:

##  

### (a) The definition of the term “***ApplicablePercentage***” set forth in Section 1.01 of the CreditAgreement is hereby amended as follows:

###  

##### (i)                     by deleting “3.00%” at the end ofclause (a) therein and substituting therefor “(i) 2.25% at all times when (A)the Term Loans are rated B+ or better by Standard & Poor’s Ratings Serviceand B1 or better by Moody’s, in each case with no negative outlook(collectively referred to as the “***Ratings Threshold***”) and (B) the ratio ofTotal Debt (net of all cash on hand at Holdings and the Subsidiaries) on suchdate to Consolidated EBITDA for the period of four consecutive fiscal quartersmost recently ended on or prior to such date is 4.0 to 1.0 or less(collectively referred to as the “***Leverage Threshold***”), and (ii) 2.50% at allother times”; and

#####  

##### (ii)                  by deleting “2.00%” at the end of clause(b) therein and substituting therefor “(i) 1.25% at all times when (A) theRatings Threshold is in effect and (B) the Leverage Threshold is in effect, and(ii) 1.50% at all other times”.

#####  

### (b) The definition of the term “***PermittedInvestments***” set forth in Section 1.01 of the CreditAgreement is hereby amended as follows:

###  

##### (i)                     by deleting “and” at the end ofclause (e);

#####  

##### (ii)                  by replacing the period at the end ofclause (f) with “; and”; and

#####  

##### (iii)               by adding a new clause (g) to read asfollows:

 

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##### “(g)            auction rate securities maturing within 35days from the date of acquisition thereof and having, at such date ofacquisition, a credit rating of “AAA” from Standard & Poor’s RatingsService or “Aaa” from Moody’s Investors Service, Inc..”

#####  

### (c)  Section 1.01 is hereby amended by adding thefollowing defined terms in appropriate alphabetical order:

###  

### ““***AmendmentEffective Date***” shall have the meaning set forth in AmendmentNo. 1.”

###  

### ““***AmendmentNo. 1***” shall mean Amendment No. 1 to this Agreement dated as of October14, 2004.”

###  

### (d) Article II is hereby amended by adding a new Section 2.26 at the endthereof as follows:

###  

### “SECTION 2.26.  *Term Loan Repricing Protection*.  In the event that, prior to the firstanniversary of the Amendment Effective Date, any Term Lender receives aRepricing Prepayment (as defined below), then, at the time thereof, theapplicable Borrower shall pay to such Term Lender a prepayment premium equal to1.0% of the amount of such Repricing Prepayment.  As used herein, with respect to any TermLender, a “***Repricing Prepayment***”is the amount of principal of the Term Loans of such Term Lender that is either(a) prepaid by the applicable Borrower pursuant to Section 2.12 substantiallyconcurrently with the incurrence by Holdings or any of its subsidiaries of newterm loans (whether pursuant to Incremental Term Commitments or otherwise) thathave interest rate margins lower than the Applicable Percentages then in effectfor the Term Loans so prepaid or (b) received by such Term Lender as a resultof the mandatory assignment of such Term Loans in the circumstances describedin Section 2.21(a)(iv) following the failure of such Term Lender to consent toan amendment of this Agreement (other than Amendment No. 1) that would have theeffect of reducing any of the Applicable Percentages with respect to such TermLoans.”

###  

## SECTION 2.  *Representationsand Warranties.*  To induce theother parties hereto to enter into this Amendment, Holdings and each Borrowerrepresents and warrants to the Administrative Agent and each of the Lendersthat, as of the Amendment Effective Date:

##  

### (a) This Amendment has been duly authorized, executed and delivered byHoldings and each Borrower, and the Credit Agreement, as amended hereby,constitutes a legal, valid and binding obligation of Holdings and eachBorrower, and this Amendment constitutes a legal, valid and binding obligationof Holdings and each Borrower.

###  

### (b) The representations and warranties set forth in Article III of theCredit Agreement are true and correct in all material respects on and as of theAmendment Effective Date with the same effect as though made on and as of theAmendment Effective Date, except to the extent such representations andwarranties expressly relate to an earlier

 

2

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### date (in which case such representations and warranties were true andcorrect in all material respects as of such earlier date).

###  

### (c)  NoDefault or Event of Default has occurred and is continuing.

###  

## SECTION 3.  *Effectiveness.*  This Amendment shall become effective as ofthe date (the “***AmendmentEffective Date***”) that the Administrative Agent shall havereceived counterparts of this Amendment that, when taken together, bear thesignatures of (i) the Borrower, (ii) the European Borrower,(iii) Holdings and (iv) each Lender (after giving effect to any prioror concurrent assignment by Lenders, whether pursuant to Section 2.21 ofthe Credit Agreement or otherwise).

##  

## SECTION 4.  *Effect ofAmendment.*  Except asexpressly set forth herein, this Amendment shall not by implication orotherwise limit, impair, constitute a waiver of, or otherwise affect the rightsand remedies of the Lenders or the Administrative Agent under the CreditAgreement or any other Loan Document, and shall not alter, modify, amend or inany way affect any of the terms, conditions, obligations, covenants oragreements contained in the Credit Agreement or any other Loan Document, all ofwhich are ratified and affirmed in all respects and shall continue in fullforce and effect.  Nothing herein shallbe deemed to entitle any Loan Party 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 LoanDocument in similar or different circumstances. This Amendment shall apply and be effective only with respect to theprovisions of the Credit Agreement specifically referred to herein.  After the date hereof, any reference to theCredit Agreement shall mean the Credit Agreement, as modified hereby.  This Amendment shall constitute a “LoanDocument” for all purposes of the Credit Agreement and the other LoanDocuments.

##  

## SECTION 5.  *Expenses.*TheBorrower agrees to reimburse the Administrative Agent for all reasonableout-of-pocket expenses incurred in connection with this Amendment in accordance with the CreditAgreement, including the reasonable fees, charges and disbursements of counselfor the Administrative Agent.

##  

## SECTION 6.  *Counterparts.*  This Amendment may be executed in any numberof counterparts and by different parties hereto in separate counterparts, eachof which when so executed and delivered shall be deemed an original, but allsuch counterparts together shall constitute but one and the same contract.  Delivery of an executed counterpart of asignature page of this Amendment by facsimile transmission shall be aseffective as delivery of a manually executed counterpart hereof.

##  

## SECTION 7.  *ApplicableLaw.* THIS AMENDMENT SHALL BEGOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OFNEW YORK.

##  

## SECTION 8.  *Headings.*  The headings of this Amendment are forpurposes of reference only and shall not limit or otherwise affect the meaninghereof.

##  

[Remainder ofpage intentionally left blank]

 

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IN WITNESS WHEREOF, the partieshereto have caused this Amendment to be duly executed by their respectiveauthorized officers as of the day and year first above written.

 
|   | SENSUS  METERING SYSTEMS INC.,                                                                                            |
|--------|---------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                      |
|   |                                                                                                                      | By | /s/ Peter Mainz |
|   |                                                                                                                      |   |    Name: | Peter Mainz |
|   |                                                                                                                      |   |    Title: | Chief Financial Officer |
|   |                                                                                                                      |   |   |
|   |                                                                                                                      |   |   |
|   | SENSUS  METERING SYSTEMS (LUXCO 2)  S.ÀR.L.,                                                                         |
|   |                                                                                                                      |
|   |                                                                                                                      | By | /s/ Peter Mainz |
|   |                                                                                                                      |   |    Name: | Peter Mainz |
|   |                                                                                                                      |   |    Title: | Group 2 Manager |
|   |                                                                                                                      |   |   |
|   |                                                                                                                      |   |   |
|   | SENSUS  METERING SYSTEMS (BERMUDA 2)  LTD.,                                                                               |
|   |                                                                                                                      |
|   |                                                                                                                      | By | /s/ Peter Mainz |
|   |                                                                                                                      |   |    Name: | Peter Mainz |
|   |                                                                                                                      |   |    Title: | Chief Financial Officer |
|   |                                                                                                                      |   |   |
|   |                                                                                                                      |   |   |
|   | CREDIT SUISSE FIRST BOSTON,  acting through its Cayman Islands branch,  individually and as General Administrative Agent, |
|   |                                                                                                                      |
|   |                                                                                                                      | By | /s/ Robert Hetu |
|   |                                                                                                                      |   |    Name: | ROBERT HETU |
|   |                                                                                                                      |   |    Title: | DIRECTOR |
|   |                                                                                                                      |   |   |
|   |                                                                                                                      | By | /s/ Vanessa Gomez |
|   |                                                                                                                      |   |    Name: | VANESSA GOMEZ |
|   |                                                                                                                      |   |    Title: | ASSOCIATE |

 

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CREDIT AGREEMENT

 

 
|   | Name of Lender: | PINEHURST TRADING, INC. |
|--------|-----------------|-------------------------|
|   |            |                    |   |
|   |            | By                      | /s/ Meredith J. Koslick |
|   |            |                    |    Name:   MEREDITH J. KOSLICK |
|   |            |                    |    Title:   ASSISTANT VICE PRESIDENT |

 

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| Name of Lender:  |  Galaxy CLO 1999-1, Ltd. |
|-----------------------|-------------------------------|
|                  |                          |  by:  AIG Global Investment Corp. |
|                  |                          |  as  Collateral Manager |
|                  |                          |   |   |
|                  |                          | By | /s/ W. Jeffrey Baxter |
|                  |                          |   |    Name:  W.  Jeffrey Baxter |
|                  |                          |   |    Title:  Vice  President |

 

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| Name of Lender:  |  Galaxy CLO 2003-1, Ltd. |
|-----------------------|-------------------------------|
|                  |                          |  by:  AIG Global Investment Corp. |
|                  |                          |  as  Investment Advisor |
|                  |                          |   |   |
|                  |                          | By | /s/ W. Jeffrey Baxter |
|                  |                          |   |    Name:  W.  Jeffrey Baxter |
|                  |                          |   |    Title:  Vice  President |

 

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| Name of Lender:  |  SunAmerica Life Insurance Company |
|-----------------------|-----------------------------------------|
|                  |                                    |  by:  AIG Global Investment Corp. |
|                  |                                    |  as  Investment Advisor |
|                  |                                    |   |   |
|                  |                                    | By | /s/ W. Jeffrey Baxter |
|                  |                                    |   |    Name:  W.  Jeffrey Baxter |
|                  |                                    |   |    Title:  Vice  President |

 

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| Name of Lender:  |  LANDMARK II CDO LIMITED |
|-----------------------|-------------------------------|
|                  |                          |  By:  ALADDIN CAPITAL MANAGEMENT LLC |
|                  |                          |         AS  MANAGER |
|                  |                          |   |   |
|                  |                          | By | /s/ Joseph Moroney |
|                  |                          |   |    Name:  JOSEPH  MORONEY |
|                  |                          |   |    Title:  DIRECTOR |

 

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|   |   | New Alliance Global CDO, Limited      |
|--------|--------|---------------------------------------|
|   |   | By: Alliance Capital Management L.P., |
|   |   | as Sub-advisor                        |
|   |   | By: Alliance Capital Management       |
|   |   | Corporation, as General Partner       |
|   |   |                                  |
|   |   | By                                    | /s/ Joel Serebransky |   |
|   |   |                                  |    Name:  Joel  Serebransky |
|   |   |                                  |    Title:   Senior Vice President |

 

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| Name of Lender:  |  American Express Certificate Company |
|-----------------------|--------------------------------------------|
|                  |                                       |  By: American  Express Asset Management |
|                  |                                       |  Group  as Collateral Manager |
|                  |                                       |   |   |
|                  |                                       | By | /s/ Yvonne Stevens |
|                  |                                       |   |    Name:  Yvonne  Stevens |
|                  |                                       |   |    Title:   Senior Managing Director |

 

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| Name of Lender:  |  Centurion CDO VII, Ltd. |
|-----------------------|-------------------------------|
|                  |                          |  By:  American Express Asset Management |
|                  |                          |  Group,  Inc. as Collateral Manager |
|                  |                          |   |   |
|                  |                          | By | /s/ Robin C. Stanell |
|                  |                          |   |    Name:  Robin  C. Stanell |
|                  |                          |   |    Title:    Supervisor |
|                  |                          |   |     Fixed Income Support Team |

 

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| Name of Lender:  |  IDS Life Insurance Company |
|-----------------------|----------------------------------|
|                  |                             |  By:  American Express Asset Management |
|                  |                             |  Group,  Inc. as Collateral Manager |
|                  |                             |   |   |
|                  |                             | By | /s/ Yvonne Stevens |
|                  |                             |   |    Name:  Yvonne  Stevens |
|                  |                             |   |    Title:   Senior Managing Director |

 

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|   |   | KZH CYPRESSTREE-1 LLC |
|--------|--------|-----------------------|
|   |   |                  |
|   |   | By                    | /s/ Dorian Herrera |
|   |   |                  |    Name:  DORIAN  HERRERA |
|   |   |                  |    Title:   AUTHORIZED AGENT |

 

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|   |   | KZH STERLING LLC |
|--------|--------|------------------|
|   |   |             |
|   |   | By               | /s/ Dorian Herrera |
|   |   |             |    Name:  DORIAN  HERRERA |
|   |   |             |    Title:   AUTHORIZED AGENT |

 

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|   | AMMC CDO I, LIMITED |
|--------|---------------------|
|   |                | By: | American Money Management Corp., |   |
|   |                |   | as Collateral Manager |   |
|   |                |   |
|   |                |   |
|   |                | By | /s/ Chester M. Eng |   |
|   |                |   |    Name:   Chester M. Eng |
|   |                |   |    Title:   Senior Vice President |

 

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|   | AMMC CDO II, LIMITED |
|--------|----------------------|
|   |                 | By: | American Money Management Corp., |   |
|   |                 |   | as Collateral Manager |   |
|   |                 |   |
|   |                 |   |
|   |                 | By: | /s/ Chester M. Eng |   |
|   |                 |   |    Name:   Chester M. Eng |
|   |                 |   |    Title:  Senior  Vice President |

 

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|   | AMMC CLO III, LIMITED |
|--------|-----------------------|
|   |                  | By: | American Money Management Corp., |   |
|   |                  |   | as Collateral Manager |   |
|   |                  |   |
|   |                  |   |
|   | By                    | /s/ Chester M. Eng |   |
|   |                  |   |    Name:   Chester M. Eng |
|   |                  |   |    Title:   Senior Vice President |

 

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|   | Name of Lender: |  Northwoods  Capital II, Limited |
|--------|-----------------|---------------------------------------|
|   |            |                                  |   |
|   |            | By                                    | /s/ Jeff Aronson |
|   |            |                                  |    Name:  Jeff  Aronson |
|   |            |                                  |    Title:  Managing  Director |

 

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|   | Name of Lender: |  Northwoods  Capital III, Limited |
|--------|-----------------|----------------------------------------|
|   |            |                                   |   |
|   |            | By                                     | /s/ Jeff Aronson |
|   |            |                                   |    Name:  Jeff  Aronson |
|   |            |                                   |    Title:   Managing Director |

 

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|   | Name of Lender: |  Northwoods  Capital IV, Limited |
|--------|-----------------|---------------------------------------|
|   |            |                                  |   |
|   |            | By                                    | /s/ Jeff Aronson |
|   |            |                                  |    Name:  Jeff  Aronson |
|   |            |                                  |    Title:   Managing Director |

 

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|   | Name of Lender: |  ANTARES  CAPITAL CORPORATION |
|--------|-----------------|------------------------------------|
|   |            |                               |   |
|   |            | By                                 | /s/ Tyler Lindblad |
|   |            |                               |    Name:  Tyler  Lindblad |
|   |            |                               |    Title:   Director |

 

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|   | Name of Lender:                                                                                                                            |  ANTARES  FUNDING, L.P. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------|------------------------------|
|   |                                                                                                                                       |
|   | By:  JPMorgan Chase Bank, as  trustee of the  Antares Funding Trust created under the Trust  Agreement dated as of November 30, 1999. |
|   |                                                                                                                                       |
|   |                                                                                                                                       |                         |   |
|   |                                                                                                                                       | /s/ Leslie Hundley           |
|   |                                                                                                                                       | Name:  Leslie Hundley   |
|   |                                                                                                                                       | Title:  AVP             |

 

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|   | Name of Lender: |  NAVIGATOR  CDO 2003, LTD. |
|--------|-----------------|---------------------------------|
|   |            |
|   | By:             |                            | Antares Asset Management Inc.,  as Collateral Manager |
|   |            |                            |   |
|   |            |                            |   |
|   |            | /s/ Tyler Lindblad              |
|   |            | Name:  Tyler Lindblad      |
|   |            | Title:  Vice President     |

 

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| Name of Lender: |  MARINER  CDO 2002, LTD. |
|-----------------|-------------------------------|
|            |                          |
|            |                          |
|            | By                            | /s/ Tyler Lindblad |
|            |                          | Name:  Tyler Lindblad |
|            |                          | Title:  Vice President |

 

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| Name of Lender: |  Hamilton  Floating Rate Fund, LLC |
|-----------------|-----------------------------------------|
|            |                                    |
|            | By                                      | /s/ Dean Stephan |
|            |                                    |   |    Name:  DEAN STEPHAN |
|            |                                    |   |    Title:  MANAGING DIRECTOR |

 

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|   | Venture CDO  2002, Limited                          |
|--------|-----------------------------------------------------|
|   |                                                |   |
|   |                                                |   |
|   | By its  investment advisor MJX Asset Management LLC |
|   |                                                |
|   |                                                | /s/ Martin Davey |
|   |                                                |   | Name:  Martin Davey |
|   |                                                |   | Title:  Managing Director |

 

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|   | Venture II CDO,  Limited                            |
|--------|-----------------------------------------------------|
|   |                                                |   |
|   |                                                |   |
|   | By its  investment advisor MJX Asset Management LLC |
|   |                                                |
|   |                                                | /s/ Martin Davey |
|   |                                                |   | Name:  Martin Davey |
|   |                                                |   | Title:  Managing Director |

 

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|   | Venture III  CDO, Limited                           |
|--------|-----------------------------------------------------|
|   |                                                |   |
|   |                                                |   |
|   | By its  investment advisor MJX Asset Management LLC |
|   |                                                |
|   |                                                | /s/ Martin Davey |
|   |                                                |   | Name:  Martin Davey |
|   |                                                |   | Title:  Managing Director |

 

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|   | Name of Lender: |  BLACK  DIAMOND CLO 1998-1 |
|--------|-----------------|---------------------------------|
|   |            |
|   | By              | /s/ Paul Cope                   |
|   |            |                            |    Name:  Paul Cope |
|   |            |                            |    Title:  Director |

 

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|   | Name of Lender: |  BlackRock  Limited Duration Income Trust |
|--------|-----------------|------------------------------------------------|
|   |            |
|   | By              | /s/ Tom Colwell                                |
|   |            |                                           |    Name:  Tom Colwell |
|   |            |                                           |    Title:  Auth. Signatory |

 

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| Name of Lender: |  Hanover Square CLO Ltd. |
|-----------------|-------------------------------|
|            |                          |  By: Blackstone  Debt Advisors L.P. |
|            |                          |  As Collateral  Manager |
|            |                          |   |   |
|            |                          | By | /s/ Dean T Criares |
|            |                          |   |    Name:  DEAN T  CRIARES |
|            |                          |   |    Title:   Managing Director |

 

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| Name of Lender: |  Loan Funding VI LLC |
|-----------------|---------------------------|
|            |                      |  By:  Blackstone Debt Advisors L.P. |
|            |                      |  As Attorney-in-Fact |
|            |                      |   |   |
|            |                      | By | /s/ Dean T Criares |
|            |                      |   |    Name:  DEAN T  CRIARES |
|            |                      |   |    Title:   Managing Director |

 

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| Name of Lender:  |  Monument Park CDO Ltd. |
|-----------------------|------------------------------|
|                  |                         |  By:  Blackstone Debt Advisors L.P. |
|                  |                         |  As Collateral  Manager |
|                  |                         |   |   |
|                  |                         | By | /s/ Dean T Criares |
|                  |                         |   |    Name:  DEAN T  CRIARES |
|                  |                         |   |    Title:   Managing Director |

 

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| Name of Lender:  |  Union Square CDO Ltd. |
|-----------------------|-----------------------------|
|                  |                        |  By:  Blackstone Debt Advisors L.P. |
|                  |                        |  As Collateral  Manager |
|                  |                        |   |   |
|                  |                        | By | /s/ Dean T Criares |
|                  |                        |   |    Name:  DEAN T  CRIARES |
|                  |                        |   |    Title:   Managing Director |

 

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|   | Name of Lender: |  OLYMPIC  CLO I LTD |
|--------|-----------------|--------------------------|
|   |            |                     |   |
|   |            | By                       | /s/ John M. Casparian |
|   |            |                     |    Name:  John  M. Casparian |
|   |            |                     |    Title:  Portfolio  Manager |

 

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|   | Name of Lender: |  CITADEL  HILL 2000 LTD |
|--------|-----------------|------------------------------|
|   |            |                         |   |
|   |            | By                           | /s/ Alex Clarke |
|   |            |                         |    Name:  ALEX  CLARKE |
|   |            |                         |    Title:   AUTHORIZED SIGNATORY |

 

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|   | Name of Lender: |  CREDIT  SUISSE FIRST BOSTON INTERNATIONAL |
|--------|-----------------|-------------------------------------------------|
|   |            |                                            |   |
|   |            | By                                              | /s/ Carlin Cox |
|   |            |                                            |    Name:  Carlin  Cox |
|   |            |                                            |    Title: | Vice President  OTC Derivative Support Group |

 

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|   | Name of Lender: |  CSAM  Funding II |
|--------|-----------------|------------------------|
|   |            |                   |   |
|   |            | By                     | /s/ David H. Lerner |
|   |            |                   |    Name:  DAVID  H. LERNER |
|   |            |                   |    Title:   AUTHORIZED SIGNATORY |

 

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|   | Name of Lender: |  CSAM  Funding III |
|--------|-----------------|-------------------------|
|   |            |                    |   |
|   |            | By                      | /s/ David H. Lerner |
|   |            |                    |    Name:  DAVID  H. LERNER |
|   |            |                    |    Title:   AUTHORIZED SIGNATORY |

 

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|   | Name of Lender: |  First  Dominion Funding II |
|--------|-----------------|----------------------------------|
|   |            |                             |   |
|   |            | By                               | /s/ David H. Lerner |
|   |            |                             |    Name:  DAVID  H. LERNER |
|   |            |                             |    Title:   AUTHORIZED SIGNATORY |

 

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|   | Name of Lender: |  Atrium  II |
|--------|-----------------|------------------|
|   |            |             |   |
|   |            | By               | /s/ David H. Lerner |
|   |            |             |    Name:  DAVID  H. LERNER |
|   |            |             |    Title:   AUTHORIZED SIGNATORY |

 

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|   |   | BRYN MAWR CLO, Ltd.                     |
|--------|--------|-----------------------------------------|
|   |   | By:                                     |   Deerfield Capital Management  LLC as its |
|   |   |  Collateral Manager                |
|   |   |                                    |   |
|   |   | By:                                     | /s/ Dale Burrow |
|   |   | Name:  Dale Burrow            |
|   |   | Title:  Senior Vice President |

 

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|   |   | FOREST CREEK CLO, Ltd.                  |
|--------|--------|-----------------------------------------|
|   |   | By:                                     |   Deerfield Capital Management  LLC as its |
|   |   |  Collateral Manager                |
|   |   |                                    |
|   |   | By:                                     | /s/ Dale Burrow |
|   |   | Name:  Dale Burrow            |
|   |   | Title:  Senior Vice President |

 

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|   |   | LONG GROVE CLO, LIMITED                 |
|--------|--------|-----------------------------------------|
|   |   | By:                                     |   Deerfield Capital Management  LLC as its |
|   |   |  Collateral Manager                |
|   |   |                                    |
|   |   | By:                                     | /s/ Dale Burrow |
|   |   | Name:  Dale Burrow            |
|   |   | Title:  Senior Vice President |

 

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|   | Name of  Lender: |  MUIRFIELD  TRADING LLC |
|--------|------------------|------------------------------|
|   |             |                         |   |
|   |             | By                           |  /s/ Meredith J. Koslick |
|   |             |                         |    Name:  MEREDITH J. KOSLICK |
|   |             |                         |    Title:  ASSISTANT VICE PRESIDENT |

 

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|   |   | ROSEMONT CLO, Ltd.                      |
|--------|--------|-----------------------------------------|
|   |   | By:                                     |   Deerfield Capital Management  LLC as its |
|   |   |  Collateral Manager                |
|   |   |                                    |
|   |   | By:                                     | /s/ Dale Burrow |
|   |   | Name:  Dale Burrow            |
|   |   | Title:  Senior Vice President |

 

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|   |   | SEQUILS-Cumberland I, Ltd.              |
|--------|--------|-----------------------------------------|
|   |   | By:                                     |   Deerfield Capital Management  LLC as its |
|   |   |  Collateral Manager                |
|   |   |                                    |
|   |   | By:                                     | /s/ Dale Burrow |
|   |   | Name:  Dale Burrow            |
|   |   | Title:  Senior Vice President |
|        |        |                                         |  |  |

 

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| Name of Lender: | CONSTANTINUS  EATON VANCE CDO V, LTD. |
|-----------------|---------------------------------------|
|            |                                  | BY: EATON VANCE MANAGEMENT |
|            |                                  | AS INVESTMENT ADVISOR |
|            |                                  |   |   |
|            |                                  | By | /s/ Michael B. Botthof |
|            |                                  |   |    Name:  Michael  B. Botthof |
|            |                                  |   |    Title:  Vice  President |

 

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| Name of Lender:  | EATON VANCE CDO VI LTD.    |
|-----------------------|----------------------------|
|                  | BY: EATON VANCE MANAGEMENT |
|                  |                       | AS INVESTMENT ADVISOR |
|                  |                       |   |   |
|                  |                       | By | /s/ Michael B. Botthof |
|                  |                       |   |    Name:  Michael B. Botthof |
|                  |                       |   |    Title:  Vice  President |
|                       |                            |  |  |  |

 

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| Name of Lender:  | EATON VANCE INSTITUTIONAL SENIOR LOAN FUND |
|-----------------------|--------------------------------------------|
|                  | BY: EATON VANCE MANAGEMENT                 |
|                  |                                       | AS INVESTMENT ADVISOR |
|                  |                                       |   |   |
|                  |                                       | By | /s/ Michael B. Botthof |
|                  |                                       |   |    Name:  Michael B. Botthof |
|                  |                                       |   |    Title:  Vice  President |
|                       |                                            |  |  |  |

 

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| Name of Lender:  |                                     | EATON VANCE  SENIOR  FLOATING-RATE TRUST |
|-----------------------|------------------------------------------|------------------------------------------|
|                  |                                     | BY: EATON  VANCE MANAGEMENT              |
|                  |     AS INVESTMENT ADVISOR |
|                  |                                     |                                     |   |
|                  |                                     | By                                       | /s/ Michael B. Botthof |
|                  |                                     |                                     |    Name:  Michael B. Botthof |
|                  |                                     |                                     |    Title:  Vice  President |
|                       |                                          |                                          |  |  |

 

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| Name of Lender:  | EATON VANCE SENIOR INCOME TRUST |
|-----------------------|---------------------------------|
|                  | BY: EATON VANCE MANAGEMENT      |
|                  |                            | AS INVESTMENT ADVISOR |
|                  |                            |   |   |
|                  |                            | By | /s/ Michael B. Botthof |
|                  |                            |   |    Name:  Michael B. Botthof |
|                  |                            |   |    Title:  Vice  President |
|                       |                                 |  |  |  |

 

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| Name of Lender:  | GRAYSON & CO                   |
|-----------------------|------------------------------------|
|                  | BY: BOSTON MANAGEMENT AND RESEARCH |
|                  |                               | AS INVESTMENT ADVISOR |
|                  |                               |   |   |
|                  |                               | By | /s/ Michael B. Botthof |
|                  |                               |   |    Name:  Michael B. Botthof |
|                  |                               |   |    Title:  Vice  President |
|                       |                                    |  |  |  |

 

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| Name of Lender:  | SENIOR DEBT PORTFOLIO              |
|-----------------------|------------------------------------|
|                  | By: Boston Management and Research |
|                  |                               | as Investment Advisor |
|                  |                               |   |   |
|                  |                               | By | /s/ Michael B. Botthof |
|                  |                               |   |    Name:  Michael B. Botthof |
|                  |                               |   |    Title:  Vice  President |
|                       |                                    |  |  |  |

 

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| Name of Lender:  |  Fidelity Advisor Series II: Fidelity |
|-----------------------|--------------------------------------------|
|                  |                                       |  Advisor Floating Rate High Income  Fund |
|                  |                                       |   |   |
|                  |                                       | By | /s/ John H. Costello |
|                  |                                       |   |    Name:  John H. Costello |
|                  |                                       |   |    Title:   Assistant Treasurer |
|                       |                                            |  |  |  |

 

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| Name of Lender: |  Flagship CLO II |
|-----------------|-----------------------|
|            |                  |   |   |
|            |                  | By | /s/ Mark S. Pelletier |
|            |                  |   |    Name:  Mark S. Pelletier |
|            |                  |   |    Title:   Director |

 

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| Name of Lender:  |  Flagship CLO 2001-1 |
|-----------------------|---------------------------|
|                  |                      |   |   |
|                  |                      | By | /s/ Mark S. Pelletier |
|                  |                      |   |    Name:  Mark S. Pelletier |
|                  |                      |   |    Title:   Director |

 

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| Name of Lender:  |  Franklin CLO II, Limited |
|-----------------------|--------------------------------|
|                  |                           |   |   |
|                  |                           | By | /s/ David Ardini |
|                  |                           |   |    Name:  DAVID ARDINI |
|                  |                           |   |    Title:  VICE  PRESIDENT |

 

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| Name of Lender:  |  Franklin CLO III, Limited |
|-----------------------|---------------------------------|
|                  |                            |   |   |
|                  |                            | By | /s/ David Ardini |
|                  |                            |   |    Name:  DAVID ARDINI |
|                  |                            |   |    Title:  VICE  PRESIDENT |

 

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| Name of Lender:  |  Franklin Floating Rate Master Series |
|-----------------------|--------------------------------------------|
|                  |                                       |   |   |
|                  |                                       | By | /s/ Richard Hsu |
|                  |                                       |   |    Name:  Richard Hsu |
|                  |                                       |   |    Title:  Vice  President |

 

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| Name of Lender:  |  Franklin Floating Rate Trust |
|-----------------------|------------------------------------|
|                  |                               |   |   |
|                  |                               | By | /s/ Richard Hsu |
|                  |                               |   |    Name:  Richard Hsu |
|                  |                               |   |    Title:  Vice  President |

 

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| Name of Lender:  | FRANKLIN FLOATING RATE  DAILY ACCESS FUND |
|-----------------------|-------------------------------------------|
|                  |                                      |   |   |
|                  |                                      | By | /s/ Richard Hsu |
|                  |                                      |   |    Name:  Richard Hsu |
|                  |                                      |   |    Title:  Vice  President |

 

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| Name of Lender:  | FRANKLIN TEMPLETON  LIM. DURATION INCOME TRUST |
|-----------------------|------------------------------------------------|
|                  |                                           |   |   |
|                  |                                           | By | /s/ Richard Hsu |
|                  |                                           |   |    Name:  Richard Hsu |
|                  |                                           |   |    Title:  Vice  President |

 

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| Name of Lender:  |   FRANKLIN  TOTAL RETURN FUND |
|-----------------------|-----------------------------------------|
|                  |                                    |   |   |
|                  |                                    | By | /s/ Richard Hsu |
|                  |                                    |   |    Name:  Richard Hsu |
|                  |                                    |   |    Title:  Vice  President |

 

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| Name of Lender:  | Golden Tree Loan Opportunities II, Ltd. |
|-----------------------|-----------------------------------------|
|                  |                                    |  By: GoldenTree Asset Management, LP |
|                  |                                    |   |   |
|                  |                                    | By | /s/ David Allen |
|                  |                                    |   |    Name:  David Allen |
|                  |                                    |   |    Title:   Portfolio Manager |
|                       |                                         |  |  |  |

 

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| Name of Lender:  | Golden Tree Loan Opportunities I, Ltd. |
|-----------------------|----------------------------------------|
|                  |                                   |  By: GoldenTree Asset Management, LP |
|                  |                                   |   |   |
|                  |                                   | By | /s/ David Allen |
|                  |                                   |   |    Name:  David Allen |
|                  |                                   |   |    Title:   Portfolio Manager |
|                       |                                        |  |  |  |

 

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| Name of Lender:  |  GOLDMAN SACHS CREDIT PARTNERS L.P. |
|-----------------------|------------------------------------------|
|                  |                                     |   |   |
|                  |                                     | By | /s/ William W. Archer |
|                  |                                     |   |    Name:  William W. Archer |
|                  |                                     |   |    Title:   Managing Director |

 

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| Name of Lender:  |  Emerald Orchard Limited |
|-----------------------|-------------------------------|
|                  |                          |   |   |
|                  |                          | By | /s/ Masood Fikree |
|                  |                          |   |    Name:  Masood Fikree |
|                  |                          |   |    Title:   Attorney in Fact |

 

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| Name of Lender:  |  LOAN FUNDING IV, LLC   By: Highland Capital Management, L.P.   As Portfolio Manager |
|-----------------------|-----------------------------------------------------------------------------------------------------|
|                  |                                                                                                |   |   |
|                  |                                                                                                | By | /s/ Mark Okada |
|                  |                                                                                                |   |    Name:  Mark Okada |
|                  |                                                                                                |   |    Title:  Chief Investment Officer  Highland Capital Management, L.P. |

 

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| Name of Lender:  |  LOAN FUNDING VII LLC   By: Highland Capital Management, L.P.   as Collateral Manager |
|-----------------------|------------------------------------------------------------------------------------------------------|
|                  |                                                                                                 |   |   |
|                  |                                                                                                 | By | /s/ Mark Okada |
|                  |                                                                                                 |   |    Name:  Mark Okada |
|                  |                                                                                                 |   |    Title:  Chief Investment Officer  Highland Capital Management, L.P. |

 

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|   | Name of Lender: | MERRILL LYNCH CAPITAL, a division of Merrill Lynch

Business Financial Services Inc. |
|--------|-----------------|--------------------------------------------------------------------------------------|
|   |            |                                                                                 |   |
|   |            | By                                                                                   | /s/ Julia F. Maslanka |
|   |            |                                                                                 |    Name:  Julia F. Maslanka |
|   |            |                                                                                 |    Title:  Vice President |

 

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| Name of Lender:  |   |
|-----------------------|--------|
|                  |   |   |
|                  |   |   |
|                  |   | MERRILL LYNCH PRIME RATE PORTFOLIO  By: Merrill Lynch Investment Managers, L.P. |
|                  |   |   | as Investment Advisor |
|                  |   |   |
|                  |   | By: | /s/ Daniel Luchansky |
|                  |   |   | Daniel Luchansky |
|                  |   |   | Authorized  Signatory |
|                  |   |   |   |
|                  |   |   |   |
|                  |   | Floating  Rate Income Strategies Fund, Inc. |
|                  |   |   |   |
|                  |   | By: | /s/ Daniel Luchansky |
|                  |   |   | Daniel Luchansky |
|                  |   |   | Authorized  Signatory |
|                       |        |  |  |  |  |

 

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| Name of Lender:  |  Morgan Stanley Prime Income Trust |
|-----------------------|-----------------------------------------|
|                  |                                    |   |   |
|                  |                                    | By | /s/ Elizabeth Bodisch |
|                  |                                    |   |    Name:  Elizabeth Bodisch |
|                  |                                    |   |    Title:  Authorized Signatory |

 

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|   | Name of Lender: |  NATEXIS BANQUES POPULAIRES |
|--------|-----------------|----------------------------------|
|   |            |                             |   |
|   |            | By                               | /s/ Jordan H. Levy |
|   |            |                             |    Name:  JORDAN H. LEVY |
|   |            |                             |    Title:   ASSISTANT VICE PRESIDENT |
|   |            |                             |   |
|   |            |                             | /s/ William J. Burke |   |
|   |            |                             | WILLIAM J. BURKE |
|   |            |                             | VICE PRESIDENT |

 

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|   | Name of Lender: |  National City Bank |
|--------|-----------------|--------------------------|
|   |            |                     |   |
|   |            | By                       | /s/ Christopher J. Hetu |
|   |            |                     |    Name:  Christopher J. Hetu |
|   |            |                     |    Title:  AVP |

 

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|   | Name of Lender: |  ELF Funding Trust III                                              |
|--------|-----------------|--------------------------------------------------------------------------|
|   | By:             | New York Life Investment Management LLC.                                 |
|   |            | as Attorney-in-Fact                                                      |
|   |            |                                                                     |   |
|   | By:             | /s/ R. H. Dial                                                           |
|   |            |                                                                     |    Name:  R. H. Dial |
|   |            |                                                                     |    Title:   Director |
|   |            |                                                                     |   |
|   |            |                                                                     |   |
|   | Name of Lender: |  MainStay Floating Rate Fund, a series of   Eclipse Funds Inc. |
|   | By:             | New York Life Investment Management LLC.                                 |
|   |            |                                                                     |   |
|   | By:             | /s/ R. H. Dial                                                           |
|   |            |                                                                     |    Name:  R. H. Dial |
|   |            |                                                                     |    Title:   Director |

 

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|   | Name of Lender: |  OPPENHEIMER SENIOR FLOATING RATE FUND |
|--------|-----------------|---------------------------------------------|
|   |            |                                        |   |
|   |            | By                                          | /s/ Lisa Chaffee |
|   |            |                                        |    Name:  LISA CHAFFEE |
|   |            |                                        |    Title:    MANAGER |

 

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|   | Name of Lender: |                                 | ING PRIME RATE TRUST  By: ING Investment Management, Co.   |
|--------|-----------------|--------------------------------------|------------------------------------------------------------|
|   |            | as its investment manager            |
|   |            |                                 |                                                       |
|   |            |                                 |                                                       |
|   |            | By:                                  | /s/ Charles Lemieux                                        |
|   |            | Name:   CHARLES E. LeMIEUX, CFA |
|   |            | Title:   VICE PRESIDENT    |
|   |            |                                 |                                                       |
|   |            |                                 |                                                       |
|   |            |                                 | ING SENIOR INCOME FUND  By: ING Investment Management, Co. |
|   |            | as its investment manager            |
|   |            |                                 |                                                       |
|   |            |                                 |                                                       |
|   |            | By:                                  | /s/ Charles Lemieux                                        |
|   |            | Name:   CHARLES E. LeMIEUX, CFA |
|   |            | Title:   VICE PRESIDENT    |

 

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|   | Name of Lender: |  PPM SHADOW CREEK FUNDING LLC |
|--------|-----------------|------------------------------------|
|   |            |                               |   |
|   |            | By                                 | /s/ Meredith J. Koslick |
|   |            |                               |    Name:  MEREDITH J. KOSLICK |
|   |            |                               |    Title:    ASSISTANT VICE PRESIDENT |

 

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|   | Name of Lender: |  PPM SPYGLASS FUNDING TRUST |
|--------|-----------------|----------------------------------|
|   |            |                             |   |
|   |            | By                               | /s/ Diana M. Himes |
|   |            |                             |    Name:  DIANA M. HIMES |
|   |            |                             |    Title:    AUTHORIZED AGENT |

 

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|   |   | Dryden III Leveraged Loan CDO 2002                    |
|--------|--------|-------------------------------------------------------|
|   |   | By:  Prudential Investment  Management, Inc., as |
|   |   | Collateral Manager                                    |
|   |   |                                                  |   |
|   |   |                                                  |   |
|   |   | By                                                    | /s/ George W. Edwards |
|   |   |                                                  |    Name:  George W. Edwards |
|   |   |                                                  |    Title:    Principal |

 

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|   |   | Dryden IV Leveraged Loan CDO 2003                     |
|--------|--------|-------------------------------------------------------|
|   |   | By:  Prudential Investment  Management, Inc., as |
|   |   | Collateral Manager                                    |
|   |   |                                                  |   |
|   |   |                                                  |   |
|   |   | By:                                                   | /s/ George W. Edwards |
|   |   |                                                  |    Name:  George W. Edwards |
|   |   |                                                  |    Title:    Principal |

 

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|   |   | Dryden V Leveraged Loan CDO 2003                      |
|--------|--------|-------------------------------------------------------|
|   |   | By:  Prudential Investment  Management, Inc., as |
|   |   | Collateral Manager                                    |
|   |   |                                                  |   |
|   |   |                                                  |   |
|   |   | By:                                                   | /s/ George W. Edwards |
|   |   |                                                  |    Name:  George W. Edwards |
|   |   |                                                  |    Title:    Principal |

 

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|   |   | REGIMENT CAPITAL, LTD |
|--------|--------|-----------------------|
|   |   |                  |   |
|   |   | By:                   | Regiment Capital Management, LLC |
|   |   |                  | as its Investment Advisor |
|   |   |                  |   |
|   |   | By:                   | Regiment Capital Advisors, LLC |
|   |   |                  | its Manager and pursuant to delegated |
|   |   |                  | authority |
|   |   |                  |
|   |   |                  |
|   |   | By:                   | /s/ Timothy S. Peterson |
|   |   |                  | Timothy S. Peterson |
|   |   |                  | President |

 

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|   |   | NUVEEN DIVERSIFIED DIVIDEND       |
|--------|--------|-----------------------------------|
|   |   | AND INCOME FUND, as a Lender      |
|   |   |                              |
|   |   | By: Symphony Asset Management LLC |
|   |   |                              |   |
|   |   |                              |   |
|   |   | By:                               | /s/ Lenny Mason |
|   |   |                              | Name:   Lenny Mason |
|   |   |                              | Title:    Portfolio Manager |

 

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CREDIT AGREEMENT

 
|   |   | NUVEEN SENIOR INCOME FUND, as a   |
|--------|--------|-----------------------------------|
|   |   | Lender                            |
|   |   |                              |
|   |   | By: Symphony Asset Management LLC |
|   |   |                              |   |
|   |   |                              |   |
|   |   | By:                               | /s/ Lenny Mason |
|   |   |                              | Name:   Lenny Mason |
|   |   |                              | Title:    Portfolio Manager |

 

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CREDIT AGREEMENT

 
|   |   | NUVEEN TAX-ADVANTAGED TOTAL       |
|--------|--------|-----------------------------------|
|   |   | RETURN STRATEGY FUND, as a Lender |
|   |   |                              |
|   |   | By: Symphony Asset Management LLC |
|   |   |                              |   |
|   |   |                              |   |
|   |   | By:                               | /s/ Lenny Mason |
|   |   |                              | Name:   Lenny Mason |
|   |   |                              | Title:    Portfolio Manager |

 

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CREDIT AGREEMENT

 
|   | Name of Lender: |  TRS ARIA LLC |
|--------|-----------------|--------------------|
|   |            |               |   |
|   |            | By                 | /s/ Alice L. Wagner |
|   |            |               |    Name:  Alice L. Wagner |
|   |            |               |    Title:    Vice President |

 

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|   | Name of Lender: |  Toronto Dominion (New York), Inc. |
|--------|-----------------|-----------------------------------------|
|   |            |                                    |   |
|   |            | By                                      | /s/ Masood Fikree |
|   |            |                                    |    Name:  Masood Fikree |
|   |            |                                    |    Title:  Vice  President |

 

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CREDIT AGREEMENT

 
|   | Name of Lender: |  APEX (Trimaran) CDO I, LTD  |
|--------|-----------------|-----------------------------------|
|   |            |  By Trimaran Advisors L.L.C. |
|   |            |                              |   |
|   |            | By                                | /s/ David M. Millison |
|   |            |                              |    Name:  David M. Millison |
|   |            |                              |    Title:  Managing  Director |

 

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|   | Name of Lender: |  SAWGRASS TRADING LLC |
|--------|-----------------|----------------------------|
|   |            |                       |   |
|   |            | By                         | /s/ Meredith J. Koslick |
|   |            |                       |    Name:  MEREDITH J. KOSLICK |
|   |            |                       |    Title:  ASSISTANT  VICE PRESIDENT |

 

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CREDIT AGREEMENT

 
|   | Name of Lender:                                       |  VAN KAMPEN   SENIOR INCOME TRUST |
|--------|-------------------------------------------------------|---------------------------------------------|
|   |  By:  Van Kampen  Investment Advisory Corp. |
|   |                                                  |                                        |   |
|   |                                                  |                                        |   |
|   |                                                  | By                                          | /s/ Darvin Pierce |
|   |                                                  |                                        |    Name:  DARVIN PIERCE |
|   |                                                  |                                        |    Title:  EXECUTIVE  DIRECTOR |

 

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