exhibit10_2.htm


     

    EXECUTION COPY

     

    


    WAIVER AND AMENDMENT

     

    WAIVER
AND AMENDMENT, dated as of August 17, 2009 (this “Waiver and
Amendment”), to the Credit Agreement, dated as of March 2, 2007 (the
“Credit
Agreement”), among RDA HOLDING CO., a Delaware corporation (“Holdings”), THE
READER’S DIGEST ASSOCIATION, INC., a Delaware Corporation (the “Company”), the
Overseas Borrowers from time to time party thereto, including RD GERMAN HOLDINGS
GMBH (the “German
Borrower”), each lender from time to time party thereto (collectively,
the “Lenders”),
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”), and the other agents parties thereto.

     

    W I T N E
S S E T H:

     

    WHEREAS, Holdings, the Borrowers, the other Loan Parties, the
Lenders and the Administrative Agent have entered into the Credit Agreement and
each other Loan Document (as defined in the Credit Agreement) (collectively with
the Credit Agreement, the “Loan Documents”);
capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Loan Documents unless
otherwise defined herein or the context otherwise requires);

     

    WHEREAS,
pursuant to the Credit Agreement, the Lenders have extended credit to the
Borrowers on the terms set forth in the Credit Agreement;

     

    WHEREAS,
the Company has notified the Administrative Agent that Holdings, the Company and
the U.S. Guarantors listed in Schedule I attached
hereto (collectively, the “Proposed Filing
Entities” or the “Debtors”) are
considering filing voluntary petitions with the United States Bankruptcy Court
for the Southern District of New York or any other United States Bankruptcy
Court acceptable to the Administrative Agent (the “Bankruptcy Court”)
initiating proceedings under Chapter 11 of the Bankruptcy Code (collectively,
the “Bankruptcy
Filings”);

     

    WHEREAS,
the Company also has notified the Administrative Agent that, in the event of a
Bankruptcy Filing, the Company does not intend that the German Borrower and the
Overseas Guarantors listed on Schedule II attached
hereto (the “Non-Debtor
Guarantors” and, together with the German Borrower, the “Non-Debtor Obligors”)
will be debtors or debtors-in-possession in the Bankruptcy Filings;

     

    WHEREAS,
pursuant to Section 8.06 of the Credit Agreement, upon the Bankruptcy Filings,
the CAM Exchange Date will occur, resulting in the outstanding amount of the
Euro Term Loans being converted into Dollars and being held by all Lenders in
accordance with their respective CAM Percentages;

     

    WHEREAS,
in the event of the Bankruptcy Filings, the Proposed Filing Entities expect to
enter into a debtor-in-possession credit agreement (any such
debtor-in-possession credit agreement substantially in the form as may be
acceptable to the Administrative Agent (with the consent or non-objection of the
Required Lenders), as the same may be amended, supplemented or otherwise
modified from time to time, including any renewal or extension thereof, the
“DIP Credit
Agreement”);

     

    WHEREAS,
the Company has notified the Administrative Agent that certain Defaults and
Events of Default (in addition to, in certain circumstances, acceleration of the
Obligations) may in the future occur as a result of:

     

    (i) any
of the Bankruptcy Filings,

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (ii) the
execution, delivery, filing, performance and compliance with terms of the DIP
Credit Agreement and the various instruments, documents and agreements to be
entered into in connection therewith in form and substance satisfactory to the
Administrative Agent (collectively, the “DIP Loan Documents”)
and any orders entered into by the Bankruptcy Court in form and substance
satisfactory to the Administrative Agent (the “Orders” and,
collectively with the DIP Loan Documents, the “DIP Documents”) by
Holdings and its Subsidiaries party to the DIP Loan Documents,

     

    (iii) any
default or acceleration of the obligations under the Indenture, dated as of
March 2, 2007, among the Company, the Guarantors named thereto, and The Bank of
New York as Trustee, relating to the 9% Senior Subordinated Notes due 2017 (the
“2017 Notes”)
so long as the holders of the 2017 Notes are not permitted, by operation of Law
or contract, to exercise remedies with respect to Indebtedness owing thereunder
or collateral pledged in support thereof, and

     

    (iv) the
occurrence or existence of any other event, fact, change, condition or
circumstance which constitutes a breach, Default or Event of Default under the
Loan Documents (excluding any breach, Default or Event of Default under (A)
Section 8.01(a) (Non-Payment) of the Credit Agreement as it relates to the
Obligations of the Non-Debtor Obligors in respect of the Euro Term Loans; (B)
Section 8.01(c) (Other Defaults) of the Credit Agreement, to the extent that
such breach, Default or Event of Default has not been as a result of compliance
with applicable law or compliance with or performance under the DIP Documents,
and only to the extent that such occurrence or existence is determined to have
arisen from a failure of Holdings or the Company to cause compliance by any of
the Restricted Subsidiaries that are not Debtors with Section 6.10 (Covenant to
Guarantee Obligations and Give Security), Section 6.12 (Further Assurances),
Section 6.15 (Designation of Subsidiaries) or Section 6.16 (Ownership of
Overseas Borrowers); or (C) Section 8.01(j) (Invalidity of
Collateral  Documents) or Section 8.01(l) (Liens on Collateral) of the
Credit Agreement but only to the extent that such breach, Default or Event of
Default is determined to have occurred and be continuing as a result of the
actions (or non-action) of the Restricted Subsidiaries that are not Debtors);
provided that
such breach, Default or Event of Default does not constitute an Event of Default
under the DIP Documents that is continuing and has not been waived by the
requisite parties under the DIP Documents (the events in clauses (i) through
(iv) collectively, the “Specified Events of
Default”);

     

    WHEREAS,
notwithstanding the Specified Events of Default, the Loan Parties have
requested, and the Required Lenders party to this Waiver and Amendment have
consented, until the Waiver Termination Date (as defined below), to waive
certain provisions of the Credit Agreement but only on the terms and conditions
set forth herein; and

     

    WHEREAS,
the Loan Parties and the Required Lenders party to this Waiver and Amendment
have agreed to amend certain provisions of the Credit Agreement but only on the
terms and conditions set forth herein.

     

    NOW,
THEREFORE, the parties hereto hereby agree as follows:

     

    1. Waiver.  Subject
to the terms and conditions set forth herein and notwithstanding anything in the
Loan Documents to the contrary, effective until the Waiver Termination Date, the
Lenders hereby waive any existing or future Default or Event of Default caused
by any Specified Event of Default (which shall be deemed not to be continuing
for all purposes of the Loan Documents), in each case solely in respect of the
Obligations of the Non-Debtor Obligors.  For the avoidance of doubt,
this Waiver and Amendment shall not affect the operation of the CAM as set forth
in Section 8.06 of the Credit Agreement.

    
 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2. DIP
Consent.  Subject to the terms and conditions set forth herein,
the Lenders consent to the execution, delivery and performance of, and
compliance with the terms by, each Loan Party (or Subsidiary of a Loan Party) of
the DIP Loan Documents and the performance of and compliance with the terms of
the Orders.

     

    3. Amendments.  The
Credit Agreement is hereby amended as follows:

     

    (a) by
deleting in its entirety the proviso immediately following clause (d) in Section
8.02 of the Credit Agreement solely with respect to the Euro Term Loans and
related Obligations;

     

    (b) by
deleting clause (a) of the definition of “Applicable Rate” in its entirety and
inserting in lieu thereof the following:

     

    “(a) (i)
with respect to U.S. Term Loans, (A) for Eurocurrency Rate Loans, 2.00% and (B)
for Base Rate Loans, 1.00%, and (ii) with respect to Euro Term Loans, (A) for
Eurocurrency Rate Loans, 3.50% and (B) for Base Rate Loans, 2.50%”;

     

    (c) by adding
the following proviso to the end of the definition of “Eurocurrency
Rate”:

     

    “provided that, in the
case of the Euro Term Loans, in no event shall the Eurocurrency Rate be less
than 3.50%”; and

     

    (d) by
deleting the second paragraph of Section 8.06 of the Credit Agreement in its
entirety.

     

    For the
avoidance of doubt, for so long as no Waiver Termination Date has occurred, the
Default Rate shall not apply to the Euro Term Loans solely by virtue of the
existence of any Default or Event of Default that is waived pursuant to Section
1.

     

    4. Conditions to
Effectiveness.  This Waiver and Amendment shall become
effective on the date (the “Waiver and Amendment
Effective Date”) on which:

     

    (a) with
respect to the waiver contained in Section 1 relating to the Bankruptcy Filings
and the amendments contained in Section 3, the Administrative Agent shall have
received counterparts of this Waiver duly executed by the Company and the
Required Lenders; and

     

    (b) with
respect to the waiver contained in Section 1 relating to any Specified Events of
Default other than the Bankruptcy Filings, the conditions in clause (a) above
shall have been satisfied, the Bankruptcy Filings shall have occurred, an Order
shall have been entered into by the Bankruptcy Court approving the DIP Loan
Documents and the entering into of the DIP Loan Documents, and the DIP Credit
Agreement shall have become effective in accordance with its terms.

     

    For the
avoidance of doubt, after the conditions set forth in clause (a) above have been
satisfied and so long as the Waiver Termination Date shall not have occurred,
the Bankruptcy Filings shall not result in the acceleration of the Euro Term
Loans pursuant to Section 8.02 of the Credit Agreement.

     

    5. Waiver Termination
Events.  Notwithstanding the foregoing, the waiver in Section 1
shall immediately terminate (the date of such termination, the “Waiver Termination
Date”) upon the occurrence of any of the following events (each a “Waiver Termination
Event”):

     

     

    (a) the DIP
Credit Agreement is not entered into within 20 days of the date
hereof;

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    (b) the
occurrence of the “Termination Date” as defined in the DIP Credit Agreement, as
the same may be renewed or extended from time to time in accordance with its
terms;

     

    (c) the
obligations under the DIP Credit Agreement shall have been accelerated and shall
have become due and payable prior to the stated maturity date (as extended, if
applicable); or

     

     

    (d) the
occurrence and the continuation of an Event of Default as defined in the DIP
Credit Agreement to the extent, and only to the extent, that the Required
Lenders have notified the Company in writing of their determination to terminate
such waiver (it being understood that the Required Lenders may make such
determination in their sole discretion);

     

    provided, that in the
case of any Waiver Termination Event, solely with respect to the Euro Term Loan,
the Lenders party hereto agree that they shall, for a period of 25 days
following such Waiver Termination Event, abstain from exercising any enforcement
actions against the German Borrower and the Overseas Guarantors (it being
understood and agreed that this shall not, for the avoidance of doubt, limit the
right of the Administrative Agent and the Lenders to accelerate the Euro Term
Loan prior to the end of such 25-day period).

    


    6. Going Concern
Statement. Without assuming any liability or assuming any obligation with
respect to the German Borrower, Holdings or any Subsidiary of Holdings, the
Administrative Agent and the Lenders, as of the date hereof and based on the
information available to them, are approving this Waiver and Amendment on the
belief that it is in the best interest of all parties hereto that a
restructuring solution for Holdings and its Subsidiaries be reached that would
enable the German Borrower to continue as a going concern.  For the
avoidance of doubt, this statement does not affect any of the rights of the
Administrative Agent and the Lenders under the Credit Agreement as amended by
this Waiver and Amendment.

     

    7. Representation and
Warranties.  After giving effect to the waivers and amendments
contained herein, on the Waiver and Amendment Effective Date, each of Holdings
and the Company hereby confirms that the representations and warranties set
forth in Section 5 of the Credit Agreement are true and correct in all material
respects on and as of the Waiver and Amendment Effective Date with the same
effect as though made on and as of the Waiver and Amendment Effective Date,
except to the extent such representations and warranties expressly relate to an
earlier date (in which case such representations and warranties were true and
correct in all material respects as of such earlier date).

     

    8. Continuing Effect; No Other
Waivers or Amendments.   This Waiver and Amendment shall
not constitute an amendment or waiver of or consent to any provision of the
Credit Agreement or the other Loan Documents except as expressly stated herein
and shall not be construed as an amendment, waiver or consent to any action on
the part of the Loan Parties or their respective Subsidiaries that would require
an amendment or waiver of any Loan Document or the consent of the Administrative
Agent or the Lenders except as expressly stated herein. Except as expressly
waived or amended hereby, the provisions of the Credit Agreement and the other
Loan Documents are and shall remain in full force and effect in accordance with
their terms.

     

    9. Counterparts.  This
Waiver and Amendment may be executed in any number of separate counterparts by
the parties hereto (including by telecopy or via electronic mail), each of which
counterparts when so executed shall be an original, but all the counterparts
shall together constitute one and the same instrument.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    10. Payment of Fees and
Expenses.  The Loan Parties agree to pay or reimburse the
Administrative Agent for all of its reasonable out-of-pocket costs and
reasonable expenses incurred in connection with this Waiver and Amendment, any
other documents prepared in connection herewith and the transactions
contemplated hereby, including, without limitation, the reasonable fees, charges
and disbursements of counsel to the Administrative Agent.

     

    11. GOVERNING
LAW.  THIS WAIVER AND AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS WAIVER AND AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

     

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Waiver and Amendment to be
executed and delivered by their respective duly authorized officers as of the
date first above written.

     

    


    
      	 
      	
              RDA
      HOLDING CO.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Thomas Williams

            
	 
      	
              Name:  Thomas
      Williams

            
	 
      	
              Title:    Senior
      Vice President, Chief Financial

              Officer &
      Treasurer

            


    

    


    


    
      	 
      	
              THE
      READER'S DIGEST ASSOCIATION, INC.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Thomas Williams

            
	 
      	
              Name:  Thomas
      Williams

            
	 
      	
              Title:    Senior
      Vice President & Chief Financial

              Officer

            


    

    


     

    


    
      	 
      	
              JPMORGAN
      CHASE BANK, N.A., as Administrative Agent and as a
  Lender

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Elizabeth A. Kelley

            
	 
      	
              Name:  Elizabeth A.
      Kelley

            
	 
      	
              Title:    Managing
      Director

            


    

    


     

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Malibu
      CFPI Loan Funding LLC

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Adam Jacobs

            
	 
      	
              Name:  Adam
      Jacobs

            
	 
      	
              Title:    Attorney-in-Fact

            


    

    


    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Pinehurst
      Trading, Inc.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Stacy Lai

            
	 
      	
              Name:  Stacy
      Lai

            
	 
      	
              Title:    Assistant
      Vice President

            


    

    


    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Saturn
      CLO, LTD.

              By:
      AIG Global Investment Corp., As Collateral Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Steven S. Oh

            
	 
      	
              Name:   Steven
      S. Oh

            
	 
      	
              Title:     Managing
      Director

            


    

    


    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              American
      International Group, Inc.

              By:
      AIG Global Investment Corp., Its Investment Adviser

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Steven S. Oh

            
	 
      	
              Name:    Steven S.
      Oh

            
	 
      	
              Title:      Managing
      Director

            


    

    


    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Euro
      Galaxy II CLO BV

              By:
      AIG Global Investment Corp. (Europe) Ltd.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Steven S. Oh

            
	 
      	
              Name:  Steven S.
      Oh

            
	 
      	
              Title:    Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Euro
      Galaxy CLO BV

              By:
      AIG Global Investment Corp. Europe (Ltd.)

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Steven S. Oh

            
	 
      	
              Name:  Steven S.
      Oh

            
	 
      	
              Title:    Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Galaxy
      V CLO, LTD

              By:
      AIG Global Investment Corp., Its Collateral Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Steven S. Oh

            
	 
      	
              Name:   Steven S.
      Oh

            
	 
      	
              Title:     Managing
      Director

            


    

    


    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Galaxy
      VI CLO, Ltd.

              By:
      AIG Global Investment Corp., Its Collateral Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Steven S. Oh

            
	 
      	
              Name:  Steven S.
      Oh

            
	 
      	
              Title:    Managing
      Director

            


    

    


    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Galaxy
      VII CLO, LTD.

              By:
      AIG Global Investment Corp. As Collateral Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Steven S. Oh

            
	 
      	
              Name:   Steven S.
      Oh

            
	 
      	
              Title:     Managing
      Director

            


    

    


    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Galaxy
      VIII CLO, LTD.

              By:
      AIG Global Investment Corp. As Collateral Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Steven S. Oh

            
	 
      	
              Name:   Steven S.
      Oh

            
	 
      	
              Title:     Managing
      Director

            


    

    


    


    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

    


    


    


    
      	 
      	
              Northwoods
      Capital IV, Limited

              By:  Angelo,
      Gordon & Co., L.P. As Collateral Manager

               

              Northwoods
      Capital V, Limited

              By:  Angelo,
      Gordon & Co., L.P. As Collateral Manager

               

              Northwoods
      Capital VI, Limited

              By:  Angelo,
      Gordon & Co., L.P. As Collateral Manager

               

              Northwoods
      Capital VII, Limited

              By:  Angelo,
      Gordon & Co., L.P. As Collateral Manager

               

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/Bruce
      Martin

            
	 
      	
              Name:   Bruce
      Martin

            
	 
      	
              Title:     Managing
      Director

            


    

    


    


    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

    


    


    
      	
              ARES
      ENHANCED LOAN INVESMENT STRATEGY II, LTD.

               

              By:  Ares
      Enhanced Loan Management II, L.P., Investment Manager

               

              By:  Ares
      Enhanced Loan GP II, LLC, Its General Partner

               

               

            	
              Ares
      IIR CLO Ltd.

               

              By:  Ares
      CLO Management IIR, L.P., Investment Manager

               

              By:  Ares
      CLO GP IIR, LLC, Its General Partner

               

            
	 
      	 
      
	 
      	 
      
	
              By:         /s/
      Americo Cascella

            	
              By:         /s/
      Americo Cascella

            
	
              Name:  Americo
      Cascella

            	
              Name:   Americo
      Cascella

            
	
              Title:    Authorized
      Signatory

            	
              Title:     Authorized
      Signatory

            


    

    


    
      	
              Ares
      VII CLO Ltd.

               

              By:  Ares
      CLO Management VII, L.P., Investment Manager

               

              By:  Ares
      CLO GP VII, LLC, Its General Partner

               

               

            	
              Ares
      VIII CLO Ltd.

               

              By:  Ares
      CLO Management VIII, L.P., Investment Manager

               

              By:  Ares
      CLO GP VIII, LLC Its General Partner

               

            
	 
      	 
      
	 
      	 
      
	
              By:         /s/
      Americo Cascella

            	
              By:         /s/
      Americo Cascella

            
	
              Name:  Americo
      Cascella

            	
              Name:   Americo
      Cascella

            
	
              Title:    Authorized
      Signatory

            	
              Title:     Authorized
      Signatory

            


    

    


    
      	
              ARES
      ENHANCED LOAN INVESTMENT STRATEGY III, LTD.

               

              By:  ARES
      ENHANCED LOAN MANAGEMENT III, L.P.

              By:  ARES
      ENHANCED LOAN III GP, LLC, ITS GENERAL PARTNER

              By:  ARES
      MANAGEMENT LLC, ITS MANAGER

               

            	
              ARES
      XII CLO LTD.

               

              By:  ARES
      CLO MANAGEMENT XII, L.P.

              By:  ARES
      CLO GP XII, LLC, ITS GENERAL PARTNER

              By:  ARES
      MANAGEMENT LLC, ITS MANAGER

               

            
	 
      	 
      
	 
      	 
      
	
              By:         /s/
      Americo Cascella

            	
              By:         /s/
      Americo Cascella

            
	
              Name:   Americo
      Cascella

            	
              Name:   Americo
      Cascella

            
	
              Title:     Authorized
      Signatory

            	
              Title:     Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          18

          
            

          

        

        
           


        

      

    

    


    


    
      	
              ARES
      IIIR/IVR CLO LTD.

               

              By:  ARES
      CLO MANAGEMENT IIIR/IVR, L.P.

               

              By:  ARES
      CLO GP IIIR/IVR, LLC, ITS GEENRAL PARTNER

               

              By:  ARES
      MANAGEMENT LLC, ITS MANAGER

            	
              Ares
      VR CLO Ltd.

               

              By:  Ares
      CLO Management VR, L.P., Investment Manager

               

              By:  Ares
      CLO GP VR, LLC, Its General Partner

               

            
	 
      	 
      
	 
      	 
      
	
              By:         /s/
      Americo Cascella

            	
              By:         /s/
      Americo Cascella

            
	
              Name:  Americo
      Cascella

            	
              Name:   Americo
      Cascella

            
	
              Title:    Authorized
      Signatory

            	
              Title:     Authorized
      Signatory

            


    

    


    
      	
              Ares
      VIR CLO Ltd.

               

              By:  Ares
      CLO Management VIR, L.P., Investment Manager

               

              By:  Ares
      CLO GP VIR, LLC, Its General Partner

            	
              Ares
      IX CLO Ltd.

               

              By:  Ares
      CLO Management IX, L.P., Investment Manager

               

              By:  Ares
      CLO GP IX, LLC, Its General Partner

               

              By:  Ares
      Management LLC, Its Managing Member

               

            
	 
      	 
      
	 
      	 
      
	
              By:         /s/
      Americo Cascella

            	
              By:         /s/
      Americo Cascella

            
	
              Name:   Americo
      Cascella

            	
              Name:   Americo
      Cascella

            
	
              Title:     Authorized
      Signatory

            	
              Title:     Authorized
      Signatory

            


    

    


    
      	
              Ares
      X CLO Ltd.

               

              By:  Ares
      CLO Management X, L.P., Investment Manager

               

              By:  Ares
      CLO GP X, LLC, Its General Partner

            	
              ARES
      XI CLO Ltd.

               

              By:  ARES
      CLO MANAGEMENT XI, L.P.

               

              By:  ARES
      CLO GP XI, LLC, Its General Partner

               

              By:  ARES
      MANAGEMENT LLC, Its Manager

               

            
	 
      	 
      
	 
      	 
      
	
              By:         /s/
      Americo Cascella

            	
              By:         /s/
      Americo Cascella

            
	
              Name:   Americo
      Cascella

            	
              Name:  Americo
      Cascella

            
	
              Title:     Authorized
      Signatory

            	
              Title:    Authorized
      Signatory

            


    

    


    


    


    
      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              CANPARTNERS
      INVESTMENTS IV, LLC, a California limited liability company

               

              By:  CANYON
      CAPITAL ADVISORS LLC, a Delaware limited liability company, its
      Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Mitchell R. Julis

            
	 
      	
              Name:   Mitchell R.
      Julis

            
	 
      	
              Title:     Co-Chairman
      and Co-CEO

            


    

    


    


    
      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Canyon
      Capital CLO 2004-1, LTD.

              Canyon
      Capital CLO 2006-1, LTD.

              Canyon
      Capital CLO 2007-1, LTD.

              BY:  Canyon
      Capital Advisors LLC, a Delaware Limited Liability Company, their
      Collateral Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Michael M. Leyland

            
	 
      	
              Name:   Michael
      M. Leyland

            
	 
      	
              Title:     Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          21

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              CANYON
      SPECIAL OPPORTUNITIES MASTER FUND (CAYMAN), LTD.,

               

              an Exempted Company incorporated
      in the

              Cayman Islands with limited
      liability

               

              By:  CANYON
      CAPITAL ADVISORS LLC, its investment Advisor

               

              A Delaware limited liability
      company, its

              Investment
  Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Mitchell R. Julis

            
	 
      	
              Name:  Mitchell R.
      Julis

            
	 
      	
              Title:    Co-Chairman
      and Co-CEO

            


    

    


    


    
      
        
           


        

        
          22

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Carlyle
      Credit Partners Financing I, LTD.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Linda Pace

            
	 
      	
              Name:   Linda
      Pace

            
	 
      	
              Title:     Managing
      Director

            


    

    


    


    
      
        
           


        

        
          23

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Carlyle
      High Yield Partners IV, Ltd.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Linda Pace

            
	 
      	
              Name:  Linda
      Pace

            
	 
      	
              Title:    Managing
      Director

            


    

    


    


    
      
        
           


        

        
          24

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Carlyle
      High Yield Partners X, Ltd.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Linda Pace

            
	 
      	
              Name:   Linda
      Pace

            
	 
      	
              Title:     Managing
      Director

            


    

    


    


    
      
        
           


        

        
          25

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Carlyle
      High Yield Partners IX, Ltd.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Linda Pace

            
	 
      	
              Name:  Linda
      Pace

            
	 
      	
              Title:    Managing
      Director

            


    

    


    


    
      
        
           


        

        
          26

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Carlyle
      High Yield Partners VIII Ltd.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Linda Pace

            
	 
      	
              Name:   Linda
      Pace

            
	 
      	
              Title:     Managing
      Director

            


    

    


    


    
      
        
           


        

        
          27

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Carlyle
      High Yield Partners VII, Ltd.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Linda Pace

            
	 
      	
              Name:  Linda
      Pace

            
	 
      	
              Title:    Managing
      Director

            


    

    


    


    
      
        
           


        

        
          28

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Carlyle
      High Yield Partners VI, Ltd.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Linda Pace

            
	 
      	
              Name:  Linda
      Pace

            
	 
      	
              Title:    Managing
      Director

            


    

    


    


    
      
        
           


        

        
          29

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Chatham
      Asset High Yield Master Fund, Ltd.

               

              By:  Chatham
      Asset Management, LLC Investment Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Kevin O’Malley

            
	 
      	
              Name:  Kevin
      O’Malley

            
	 
      	
              Title:    Member

            


    

    


    


    
      
        
           


        

        
          30

          
            

          

        

        
           


        

      

    

    


    


    


    
      	 
      	
              Chatham
      Asset Leverage Loan Offshore Fund, Ltd.

               

              By:  Chatham
      Asset Management, LLC Investment Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Kevin O’Malley

            
	 
      	
              Name:  Kevin
      O’Malley

            
	 
      	
              Title:    Member

            


    

    


    


    
      
        
           


        

        
          31

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              CITICORP
      NORTH AMERICA, INC.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Michael C. Becker

            
	 
      	
              Name:   Michael
      C. Becker

            
	 
      	
              Title:     Managing
      Director

            


    

    


    


    
      
        
           


        

        
          32

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Contrarian
      Funds LLC

              By
      Contrarian Capital Management L.L.C. as manager, as a
    Lender

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Janice M. Stanton

            
	 
      	
              Name:  Janice M.
      Stanton

            
	 
      	
              Title:    Member

            


    

    


    


    
      
        
           


        

        
          33

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Atrium
      V

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Linda R. Karn

            
	 
      	
              Name:  Linda R.
      Karn

            
	 
      	
              Title:    Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          34

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Atrium
      VI

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Linda R. Karn

            
	 
      	
              Name:  Linda R.
      Karn

            
	 
      	
              Title:    Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          35

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Cadogao
      Square CLO II B.V.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Roberta Girard

            
	 
      	
              Name:   Roberta
      Girard

            
	 
      	
              Title:     Vice
      President

            


    

    


    
      	 
      	 
      
	 
      	
              By:         /s/
      Daragh Murphy

            
	 
      	
              Name:    Daragh
      Murphy

            
	 
      	
              Title:      Vice
      President

            
	 
      	 
      
	 
      	 
      


    

    


    


    


    
      
        
           


        

        
          36

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Cadogao
      Square CLO III B.V.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Roberta Girard

            
	 
      	
              Name:   Roberta
      Girard

            
	 
      	
              Title:     Vice
      President

            


    

    


    
      	 
      	 
      
	 
      	
              By:         /s/
      Daragh Murphy

            
	 
      	
              Name:    Daragh
      Murphy

            
	 
      	
              Title:      Vice
      President

            
	 
      	 
      
	 
      	 
      


    

    


    


    


    
      
        
           


        

        
          37

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Cadogao
      Square CLO IV B.V.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Roberta Girard

            
	 
      	
              Name:     Roberta
      Girard

            
	 
      	
              Title:       Vice
      President

            


    

    


    
      	 
      	 
      
	 
      	
              By:         /s/
      Daragh Murphy

            
	 
      	
              Name:      Daragh
      Murphy

            
	 
      	
              Title:        Vice
      President

            
	 
      	 
      
	 
      	 
      


    

    


    


    
      
        
           


        

        
          38

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Castle
      Garden Funding

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Linda B. Karn

            
	 
      	
              Name:   Linda
      B. Karn

            
	 
      	
              Title:     Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          39

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Credit
      Suisse Syndicated Loan Fund

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Linda B. Karn

            
	 
      	
              Name:   Linda
      B. Karn

            
	 
      	
              Title:     Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          40

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              CSAM
      Funding III

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Linda B. Karn

            
	 
      	
              Name:  Linda B.
      Karn

            
	 
      	
              Title:    Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          41

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              CSAM
      Funding IV

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Linda B. Karn

            
	 
      	
              Name:   Linda
      B. Karn

            
	 
      	
              Title:     Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          42

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Madison
      Park Funding I, Ltd.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Linda B. Karn

            
	 
      	
              Name:   Linda
      B. Karn

            
	 
      	
              Title:     Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          43

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Madison
      Park Funding II, Ltd.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Linda B. Karn

            
	 
      	
              Name:   Linda
      B. Karn

            
	 
      	
              Title:     Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          44

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Madison
      Park Funding III, Ltd.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Linda B. Karn

            
	 
      	
              Name:   Linda
      B. Karn

            
	 
      	
              Title:     Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          45

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Madison
      Park Funding IV, Ltd.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Linda B. Karn

            
	 
      	
              Name:   Linda
      B. Karn

            
	 
      	
              Title:     Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          46

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Madison
      Park Funding V, Ltd.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Linda B. Karn

            
	 
      	
              Name:   Linda
      B. Karn

            
	 
      	
              Title:     Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          47

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Madison
      Park Funding VI, Ltd.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Linda B. Karn

            
	 
      	
              Name:   Linda
      B. Karn

            
	 
      	
              Title:     Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          48

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Credit
      Suisse Loan Funding LLC

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Robert Healey

            
	 
      	
              Name:    Robert
      Healey

            
	 
      	
              Title:      Director

            


    

    


    
      	 
      	 
      
	 
      	
              By:         /s/
      Ronald Gotz

            
	 
      	
              Name:     Ronald
      Gotz

            
	 
      	
              Title:       Authorized
      Signatory

            
	 
      	 
      
	 
      	 
      


    

    


    


    


    
      
        
           


        

        
          49

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              DK
      Acquisition Partners, L.P.

               

              By:  M.H.
      Davidson & Co., Its General Partner

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Avi Friedman

            
	 
      	
              Name:    Avi
      Friedman

            
	 
      	
              Title:      General
      Partner

            


    

    


    


    
      
        
           


        

        
          50

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Big
      Sky III Senior Loan Trust

               

              By:  Eaton
      Vance Management As Investment Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Michael Kinahan

            
	 
      	
              Name:   Michael
      Kinahan

            
	 
      	
              Title:     Vice
      President

            


    

    


    


    
      
        
           


        

        
          51

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Eaton
      Vance CFO IX Ltd.

               

              By:  Eaton
      Vance Management as Investment Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Michael Kinahan

            
	 
      	
              Name:   Michael
      Kinahan

            
	 
      	
              Title:     Vice
      President

            


    

    


    


    


    
      
        
           


        

        
          52

          
            

          

        

        
           


        

      

    

    


    


    


    
      	 
      	
              Eaton
      Vance CDO VII PLC

               

              By:  Eaton
      Vance Management as Interim Investment Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Michael Kinahan

            
	 
      	
              Name:   Michael
      Kinahan

            
	 
      	
              Title:     Vice
      President

            


    

    


    


    
      
        
           


        

        
          53

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Eaton
      Vance CDO VIII PLC

               

              By:  Eaton
      Vance Management as Investment Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Michael Kinahan

            
	 
      	
              Name:    Michael
      Kinahan

            
	 
      	
              Title:      Vice
      President

            


    

    


    


    
      
        
           


        

        
          54

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Eaton
      Vance CDO X PLC

               

              By:  Eaton
      Vance Management as Investment Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Michael Kinahan

            
	 
      	
              Name:   Michael
      Kinahan

            
	 
      	
              Title:     Vice
      President

            


    

    


    


    
      
        
           


        

        
          55

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Eaton
      Vance Floating-Rate Income Trust

               

              By:  Eaton
      Vance Management as Investment Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Michael Kinahan

            
	 
      	
              Name:   Michael
      Kinahan

            
	 
      	
              Title:     Vice
      President

            


    

    


    


    
      
        
           


        

        
          56

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Grayson
      & Co.

               

              By:  Boston
      Management and Research as Investment Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Michael Kinahan

            
	 
      	
              Name:  Michael
      Kinahan

            
	 
      	
              Title:    Vice
      President

            


    

    


    


    
      
        
           


        

        
          57

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Eaton
      Vance Institutional Senior Loan Fund

               

              By:  Eaton
      Vance Management as Investment Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Michael Kinahan

            
	 
      	
              Name:  Michael
      Kinahan

            
	 
      	
              Title:    Vice
      President

            


    

    


    


    


    
      
        
           


        

        
          58

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Eaton
      Vance Limited Duration Income Fund

               

              By:  Eaton
      Vance Management as Investment Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Michael Kinahan

            
	 
      	
              Name:   Michael
      Kinahan

            
	 
      	
              Title:     Vice
      President

            


    

    


    


    
      
        
           


        

        
          59

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Eaton
      Vance Loss Opportunities Fund, LTD

               

              By:  Eaton
      Vance Management as Investment Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Michael Kinahan

            
	 
      	
              Name:  Michael
      Kinahan

            
	 
      	
              Title:    Vice
      President

            


    

    


    


    
      
        
           


        

        
          60

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Eaton
      Vance Medallion Floating-Rate Income Portfolio

               

              By:  Eaton
      Vance Management as Investment Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Michael Kinahan

            
	 
      	
              Name:  Michael
      Kinahan

            
	 
      	
              Title:    Vice
      President

            


    

    


    


    
      
        
           


        

        
          61

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Senior
      Debt Portfolio

               

              By:  Boston
      Management and Research as Investment Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Michael Kinahan

            
	 
      	
              Name:  Michael
      Kinahan

            
	 
      	
              Title:    Vice
      President

            


    

    


    


    
      
        
           


        

        
          62

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Eaton
      Vance Senior Floating-Rate Trust

               

              By:  Eaton
      Vance Management as Investment Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Michael Kinahan

            
	 
      	
              Name:  Michael
      Kinahan

            
	 
      	
              Title:    Vice
      President

            


    

    


    


    
      
        
           


        

        
          63

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Eaton
      Vance Short Duration Diversified Income Fund

               

              By:  Eaton
      Vance Management as Investment Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Michael Kinahan

            
	 
      	
              Name:   Michael
      Kinahan

            
	 
      	
              Title:     Vice
      President

            


    

    


    


    
      
        
           


        

        
          64

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Eaton
      Vance VT Floating-Rate Income Fund

               

              By:  Eaton
      Vance Management as Investment Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Michael Kinahan

            
	 
      	
              Name:  Michael
      Kinahan

            
	 
      	
              Title:    Vice
      President

            


    

    


    


    
      
        
           


        

        
          65

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              THE
      NORINCHUKIN BANK, NEW YORK BRANCH, through State Street Bank and Trust
      Company N.A. as Fiduciary Custodian

               

              By:  Eaton
      Vance Management, Attorney-in-Fact

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Michael Kinahan

            
	 
      	
              Name:   Michael
      Kinahan

            
	 
      	
              Title:     Vice
      President

            


    

    


    


    
      
        
           


        

        
          66

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Eaton
      Vance Senior Income Trust

               

              By:  Eaton
      Vance Management As Investment Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Michael Kinahan

            
	 
      	
              Name:  Michael
      Kinahan

            
	 
      	
              Title:    Vice
      President

            


    

    


    


    
      
        
           


        

        
          67

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              General
      Electric Capital Corporation

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Jasen Soto

            
	 
      	
              Name:  Jasen
      Soto

            
	 
      	
              Title:   Duly
      Authorized Signatory

            


    

    


    


    
      
        
           


        

        
          68

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              GN3
      SIP Limited

               

              By:  GoldenTree
      Asset Management, LP

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Karen Weber

            
	 
      	
              Name:  Karen
      Weber

            
	 
      	
              Title:    Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          69

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              GoldenTree
      2004 Trust

               

              By:  GoldenTree
      Asset Management, LP

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Karen Weber

            
	 
      	
              Name:   Karen
      Weber

            
	 
      	
              Title:     Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          70

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              GoldenTree
      Credit Opportunities Financing I, Limited

               

              By:  GoldenTree
      Asset Management, LP

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Karen Weber

            
	 
      	
              Name:   Karen
      Weber

            
	 
      	
              Title:     Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          71

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              GoldenTree
      Credit Opportunities Master Fund, Ltd.

               

              By:  GoldenTree
      Asset Management, LP

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Karen Weber

            
	 
      	
              Name:    Karen
      Weber

            
	 
      	
              Title:      Director
      – Bank Debt

            


    

    


    


    
      
        
           


        

        
          72

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              GoldenTree
      Credit Opportunities Second Financing, Limited

               

              By:  GoldenTree
      Asset Management, LP

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Karen Weber

            
	 
      	
              Name:  Karen
      Weber

            
	 
      	
              Title:    Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          73

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              GoldenTree
      Leverage Loan Financing I, Limited

               

              By:  GoldenTree
      Leverage Loan Manager, LLC

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Karen Weber

            
	 
      	
              Name:   Karen
      Weber

            
	 
      	
              Title:     Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          74

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              GoldenTree
      Loan Opportunities III, Limited

               

              By:  GoldenTree
      Asset Management, LP

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Karen Weber

            
	 
      	
              Name:   Karen
      Weber

            
	 
      	
              Title:     Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          75

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              GoldenTree
      Loan Opportunities IV, Limited

               

              By:  GoldenTree
      Asset Management, LP

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Karen Weber

            
	 
      	
              Name:  Karen
      Weber

            
	 
      	
              Title:    Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          76

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              GoldenTree
      Loan Opportunities V, Limited

               

              By:  GoldenTree
      Asset Management, LP

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Karen Weber

            
	 
      	
              Name:  Karen
      Weber

            
	 
      	
              Title:    Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          77

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              NCM
      GT 2008-2 LLC

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Buckner Toney

            
	 
      	
              Name:  Buckner
      Toney

            
	 
      	
              Title:    Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          78

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              GALE
      FORCE 1 CLO, LTD.

               

              By:  GSO/Blackstone
      Debt Funds Management LLC as Collateral Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Daniel H. Smith

            
	 
      	
              Name:   Daniel
      H. Smith

            
	 
      	
              Title:     Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          79

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              GALE
      FORCE 2 CLO, LTD.

               

              By:  GSO/Blackstone
      Debt Funds Management LLC as Collateral Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Daniel H. Smith

            
	 
      	
              Name:  Daniel H.
      Smith

            
	 
      	
              Title:    Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          80

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              GALE
      FORCE 3 CLO, LTD.

               

              By:  GSO/Blackstone
      Debt Funds Management LLC as Collateral Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Daniel H. Smith

            
	 
      	
              Name:  Daniel H.
      Smith

            
	 
      	
              Title:    Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          81

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              LOAN
      FUNDING VI LLC for itself or as agent for Corporate Loan Funding VI
      LLC

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Dean T. Criares

            
	 
      	
              Name:  Dean T.
      Criares

            
	 
      	
              Title:    Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          82

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              MONUMENT
      PARK CDO LTD.

               

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

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Dean T. Criares

            
	 
      	
              Name:  Dean T.
      Criares

            
	 
      	
              Title:    Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          83

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              TRIBECA
      PARK CLO LTD.

               

              By:  GSO
      / Blackstone Debt Funds Management LLC as Collateral
    Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Daniel H. Smith

            
	 
      	
              Name:   Daniel
      H. Smith

            
	 
      	
              Title:     Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          84

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              UNION
      SQUARE CDO LTD.

               

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

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Dean T. Criares

            
	 
      	
              Name:   Dean T.
      Criares

            
	 
      	
              Title:     Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          85

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              GULF
      STREAM-SEXTANT CLO 2007-1 LTD.

               

              By:  Gulf
      Stream Asset Management, LLC as Collateral Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Barry K. Love

            
	 
      	
              Name:  Barry K.
      Love

            
	 
      	
              Title:    Chief
      Credit Officer

            


    

    


    


    
      
        
           


        

        
          86

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              GULF
      STREAM-COMPASS CLO 2009-1 LTD.

               

              By:  Gulf
      Stream Asset Management, LLC as Collateral Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Barry K. Love

            
	 
      	
              Name:  Barry K.
      Love

            
	 
      	
              Title:    Chief
      Credit Officer

            


    

    


    


    
      
        
           


        

        
          87

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              GULF
      STREAM-COMPASS CLO 2002-1 LTD.

               

              By:  Gulf
      Stream Asset Management, LLC as Collateral Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Barry K. Love

            
	 
      	
              Name:   Barry
      K. Love

            
	 
      	
              Title:     Chief
      Credit Officer

            


    

    


    


    
      
        
           


        

        
          88

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              GULF
      STREAM-COMPASS CLO 2004-1 LTD.

               

              By:  Gulf
      Stream Asset Management, LLC as Collateral Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Barry K. Love

            
	 
      	
              Name:   Barry
      K. Love

            
	 
      	
              Title:     Chief
      Credit Officer

            


    

    


    


    
      
        
           


        

        
          89

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              GULF
      STREAM-COMPASS CLO 2007, LTD.

               

              By:  Gulf
      Stream Asset Management, LLC as Collateral Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Barry K. Love

            
	 
      	
              Name:   Barry
      K. Love

            
	 
      	
              Title:     Chief
      Credit Officer

            


    

    


    


    
      
        
           


        

        
          90

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Hartford
      Institutional Trust, on behalf of its Floating Rate Bank Loan
      Series

               

              By:  Hartford
      Investment Management Company, its Investment Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/Michael
      J. Bacevich

            
	 
      	
              Name:   Michael
      J. Bacevich

            
	 
      	
              Title:     Managing
      Director

            


    

    


    


    


    
      
        
           


        

        
          91

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              The
      Hartford Mutual Funds, Inc., on behalf of The Hartford Floating Rate
      Fund

               

              By:  Hartford
      Investment Management Company, its Sub-advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/Michael
      J. Bacevich

            
	 
      	
              Name:  Michael J.
      Bacevich

            
	 
      	
              Title:    Managing
      Director

            


    

    


    


    
      
        
           


        

        
          92

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              ING
      Investment Management Co.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/Mohamed
      Basma

            
	 
      	
              Name:  Mohamed
      Basma

            
	 
      	
              Title:    Vice
      President

            


    

    


    
      	 
      	
              For
      the Following:

               

            
	 
      	
              ING
      Investment Management CLO I, Ltd.

              ING
      Investment Management CLO II, Ltd.

              ING
      Investment Management CLO III, Ltd.

              ING
      Investment Management CLO IV, Ltd.

              ING
      Investment Management CLO I, Ltd.

              ING
      Investment Management CLO IV Ltd.

              ING
      International II Senior Bank Loans Euro

              ING
      International (II) Senior Bank Loans USD

              ING
      Prime Rate Trust

              ING
      Senior Income Fund

               

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    


    


    
      
        
           


        

        
          93

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              GANNETT
      PEAK CLO I, LTD.

               

              By:  McDonnell
      Investment Management, LLC, as Investment Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/Kathleen
      A. Zarn

            
	 
      	
              Name:    Kathleen
      A. Zarn

            
	 
      	
              Title:      Vice
      President

            


    

    


    


    
      
        
           


        

        
          94

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              MCDONNELL
      LOAN OPPORTUNITY LTD.

               

              By:  McDonnell
      Investment Management, LLC, as Investment Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/Kathleen
      A. Zarn

            
	 
      	
              Name:   Kathleen A.
      Zarn

            
	 
      	
              Title:     Vice
      President

            


    

    


    


    
      
        
           


        

        
          95

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              WIND
      RIVER CLO I LTD.

               

              By:  McDonnell
      Investment Management, LLC, as Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/Kathleen
      A. Zarn

            
	 
      	
              Name:   Kathleen A.
      Zarn

            
	 
      	
              Title:     Vice
      President

            


    

    


    


    
      
        
           


        

        
          96

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              WIND
      RIVER CLO II – TATE INVESTORS, LTD.

               

              By:  McDonnell
      Investment Management, LLC, as Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/Kathleen
      A. Zarn

            
	 
      	
              Name:    Kathleen
      A. Zarn

            
	 
      	
              Title:      Vice
      President

            


    

    


    


    
      
        
           


        

        
          97

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Merrill
      Lynch Capital Corporation

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Stephanie Vallillo

            
	 
      	
              Name:  Stephanie
      Vallillo

            
	 
      	
              Title:    Vice
      President

            


    

    


    


    
      
        
           


        

        
          98

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              MetLife
      Insurance Company of Connecticut

               

              By:  Metropolitan
      Life Insurance Company, its investment manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Reena Pally

            
	 
      	
              Name:   Reena
      Pally

            
	 
      	
              Title:     Director

            


    

    


    


    
      
        
           


        

        
          99

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Clydesdale
      CLO 2006, Ltd.

               

              By:  Nomura
      Corporate Research and Asset Management Inc. as Investment
      Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Robert Hoffman

            
	 
      	
              Name:    Robert
      Hoffman

            
	 
      	
              Title:      Executive
      Director

            


    

    


    


    
      
        
           


        

        
          100

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Clydesdale
      CLO 2007, Ltd.

               

              By:  Nomura
      Corporate Research and Asset Management Inc. as Investment
      Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Robert Hoffman

            
	 
      	
              Name:  Robert
      Hoffman

            
	 
      	
              Title:    Executive
      Director

            


    

    


    


    
      
        
           


        

        
          101

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Nomura
      Bond & loan Fund

               

              By:  Mitsubishi
      UFJ Trust & Banking Corporation as Trustee

               

              By:  Nomura
      Corporate Research and Asset Management Inc. Attorney in
    Fact

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Robert Hoffman

            
	 
      	
              Name:  Robert
      Hoffman

            
	 
      	
              Title:    Executive
      Director

            


    

    


    


    


    
      
        
           


        

        
          102

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              NCRAM
      Senior Loan Trust 2005

               

              By:  Nomura
      Corporate Research and Asset Management Inc. as Investment
      Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Robert Hoffman

            
	 
      	
              Name:    Robert
      Hoffman

            
	 
      	
              Title:      Executive
      Director

            


    

    


    


    


    


    


    
      
        
           


        

        
          103

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Primus
      CLO I, Ltd.

               

              By:
      Primus Asset Management Its Collateral Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/N.
      J. Campbell, Jr.

            
	 
      	
              Name:   N. J.
      Campbell, Jr.

            
	 
      	
              Title:     PM

            


    

    


    


    
      
        
           


        

        
          104

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Cavalry
      CLO I, LTD.

               

              By:  Regiment
      Capital Management, LLC as its Investment Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Mark Brostowski

            
	 
      	
              Name:   Mark
      Brostowski

            
	 
      	
              Title:     Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          105

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Grand
      Central Asset Trust REG Series

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Adam Jacobs

            
	 
      	
              Name:    Adam
      Jacobs

            
	 
      	
              Title:      Attorney-in-Fact

            


    

    


    


    
      
        
           


        

        
          106

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              PRESIDENT
      & FELLOWS OF HARVARD COLLEGE

               

              By:  Regiment
      Capital Management, LLC as its Investment Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Mark Brostowski

            
	 
      	
              Name:    Mark
      Brostowski

            
	 
      	
              Title:      Authorized
      Signatory

            


    

    


    


    


    
      
        
           


        

        
          107

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              REGIMENT
      CAPITAL LTD

               

              By:  Regiment
      Capital Management, LLC as its Investment Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Mark Brostowski

            
	 
      	
              Name:  Mark
      Brostowski

            
	 
      	
              Title:    Authorized
      Signatory

            


    

    


    


    


    
      
        
           


        

        
          108

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              XL
      Investment Management Ltd.

               

              By:  Regiment
      Capital Management, LLC as its Investment Advisor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Mark Brostowski

            
	 
      	
              Name:   Mark
      Brostowski

            
	 
      	
              Title:     Authorized
      Signatory

            


    

    


    


    
      
        
           


        

        
          109

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              RiverSource
      Bond Series, Inc. – RiverSource Floating Rate Fund

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Robin C. Stancil

            
	 
      	
              Name:    Robin C.
      Stancil

            
	 
      	
              Title:      Assistant
      Vice President

            


    

    


    


    


    


    
      
        
           


        

        
          110

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Cent
      CDO 12 Limited

               

              By:  RiverSource
      Investments, LLC as Collateral Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Robin C. Stancil

            
	 
      	
              Name:  Robin C.
      Stancil

            
	 
      	
              Title:    Director
      of Operations

            


    

    


    


    
      
        
           


        

        
          111

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Cent
      CDO 14 Limited

               

              By:  RiverSource
      Investments, LLC as Collateral Manager

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Robin C. Stancil

            
	 
      	
              Name:   Robin
      C. Stancil

            
	 
      	
              Title:     Director
      of Operations

            


    

    


    


    
      
        
           


        

        
          112

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Trimaran
      CLO VII Ltd.

               

              By:  Trimaran
      Advisors, L.L.C.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Dominick J. Mazzitelli

            
	 
      	
              Name:  Dominick J.
      Mazzitelli

            
	 
      	
              Title:    Managing
      Director

            


    

    


    


    
      
        
           


        

        
          113

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Foothill
      CLO 1, Ltd.

               

              By:  The
      Foothill Group, Inc., as attorney-in-fact

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Greg Apkarian

            
	 
      	
              Name:   Greg
      Apkarian

            
	 
      	
              Title:     Managing
      Member

            


    

    


    


    
      
        
           


        

        
          114

          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              The
      Foothill Group, Inc.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:         /s/
      Greg Apkarian

            
	 
      	
              Name:  Greg
      Apkarian

            
	 
      	
              Title:    Vice
      President

            


    

    


    


    
      
        
           


        

        
          115

          
            

          

        

        
           


        

      

    

    Schudule I

     

    U.S.
GUARANTOR DEBTORS

     

     

    Alex
Inc.

    Allrecipes.com,
Inc.

    Ardee
Music Publishing, Inc.

    Christmas
Angel Productions, Inc.

    CompassLearning,
Inc.

    Direct
Entertainment Media Group, Inc.

    Direct
Holdings Americas Inc.

    Direct
Holdings Custom Publishing Inc.

    Direct
Holdings Customer Service, Inc.

    Direct
Holdings Education Inc.

    Direct
Holdings Libraries Inc.

    Direct
Holdings U.S. Corp.

    Funk
& Wagnalls Yearbook Corp.

    Gareth
Stevens, Inc.

    Home
Service Publications, Inc..

    Pegasus
Asia Investments, Inc.

    Pegasus
Investment, Inc.

    Pegasus
Sales, Inc.

    Pleasantville
Music Publishing, Inc.

    R.D.
Manufacturing Corporation

    RD Large
Edition, Inc.

    RD
Publications, Inc.

    RD
Walking, Inc.

    RDA Sub
Co.

    Reader's
Digest Children's Publishing, Inc.

    Reader's
Digest Consumer Services, Inc.

    Reader's
Digest Entertainment, Inc.

    Reader's
Digest Financial Services, Inc.

    Reader's
Digest Latinoamerica, S.A.

    Reader's
Digest Sales and Services, Inc.

    Reader's
Digest Sub Nine, Inc.

    Reader's
Digest Young Families, Inc.

    Reiman
Manufacturing, LLC

    Reiman
Media Group, Inc.

    Retirement
Living Publishing Company, Inc.

    Saguaro
Road Records, Inc.

    Taste of
Home Media Group, Inc.

    Taste of
Home Productions, Inc.

    Travel
Publications, Inc.

    W.A.
Publications, LLC

    WAPLA,
LLC

    Weekly
Reader Corporation

    Weekly
Reader Custom Publishing, Inc.

    World
Almanac Education Group, Inc.

    World
Wide Country Tours, Inc.

    WRC
Media, Inc.

    


    
      
        
           


        

        
          116

          
            

          

        

        
           


        

      

    

    


    Schedule
II

    NON-DEBTOR
OBLIGORS

    


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aus Reader's Digest AG

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