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    FIRST AMENDMENT, dated as of October 31, 2000 (this "Amendment"), to the Credit Agreement, dated as of November 23, 1999
(as heretofore amended, the "Credit Agreement"), among MERRILL CORPORATION, a Minnesota corporation, as a guarantor
("Holdco"), MERRILL COMMUNICATIONS LLC, a Delaware limited liability company, as the borrower (the
"Company"), the various financial institutions from time to time parties to the Credit Agreement (collectively, the
"Lenders"), DLJ CAPITAL FUNDING, INC. ("DLJ"), as syndication agent for the Lenders (the
"Syndication Agent"), WELLS FARGO BANK, N.A., as documentation agent for the Lenders (the "Documentation
Agent"), and U.S. BANK NATIONAL ASSOCIATION, as administrative agent for the Lenders (the "Administrative Agent"). 


W I T N E S S E T H:  


    WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Company and its
Subsidiaries; 


    WHEREAS,
but for the effectiveness of this Amendment, the Company would be in violation of certain covenants contained in the Credit Agreement and in default thereunder; and 


    WHEREAS,
the Company has requested, and, upon this Amendment becoming effective, the Required Lenders have agreed, that certain provisions of the Credit Agreement be amended in the
manner provided for in this Amendment. 


    NOW,
THEREFORE, in consideration of the premises contained herein, the parties hereto hereby agree as follows: 


    1.  Defined Terms.  Terms defined in the Credit Agreement and used herein shall have the meanings given
to them in the Credit Agreement. 


    2.  Amendments to Section 1.1 of the Credit Agreement.  Section 1.1 of the Credit Agreement
is hereby amended as follows: 



	(a)
	by
adding the following definitions in their proper alphabetical order: 




    "Amendment Period" means the period from October 31, 2000 through April 30, 2001. 


    "DLJMB Contribution" means each of the Initial DLJMB Contribution, the Required DLJMB Contribution and any other capital contribution
made to the Company by any of the DLJMB Entities, their affiliates, or members of management or employees of the Company and its Subsidiaries, in each case subject to the terms and conditions of the
proviso to clause (b) of Section 2.1.4. 


    "Initial DLJMB Contribution" shall have the meaning given to such term in  clause (b) of Section 2.1.4.



    "Monthly Payment Date" means the last day of each month, or, if such day is not a Business Day, the next succeeding Business Day. 



    "Required DLJMB Contribution" shall have the meaning given to such term in the proviso in  Section 8.1.3. 


    "Senior Leverage Ratio" means, at the end of any Fiscal Quarter, subject to  clause (b) of Section 1.4,
the ratio of 


    (a)
total Debt consisting of Obligations under this Agreement outstanding at such time; 


to 


    (b)
EBITDA for the period of four consecutive Fiscal Quarters ended on such date. 


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    (b) by
inserting immediately after the chart in the definition of "Applicable Commitment Fee" therein the following: 


;
provided, however, that, during the Amendment Period, the Applicable Commitment Fee shall be 0.750%. 



    (c) by
inserting at the end of clause (b) of the definition of "Applicable Margin" therein the following: 


    ; provided, however, that, during the Amendment Period, the following margins shall apply: 


Applicable Margin For Revolving Loans, Swing Line Loans and Term-A Loans  



	 	Leverage Ratio
 
	 	Applicable Margin

For Base Rate Loans
	 	Applicable Margin

for LIBOR Loans
	 
	 	greater than 4.5.:1	 	2.25	%	3.50	%
	 	Greater than 4.0:1 and less than or equal to 4.5:1	 	2.00	%	3.25	%
	 	Greater than 3.5:1 and less than or equal to 4.0:1	 	1.75	%	3.00	%
	 	Greater than 3.0:1 and less than or equal to 3.5:1	 	1.50	%	2.75	%
	 	less than or equal to 3.0:1	 	1.25	%	2.50	%






    (d) by
inserting immediately prior to the period at the end of clause (c) of the definition of "Applicable
Margin" therein the following: 


;
provided, however, that, during the Amendment Period, with respect to the unpaid principal amount of each (i) Term-B Loan
maintained as a Base Rate Loan, 3.00% per annum, and (ii) Term-B Loan maintained as a LIBOR Loan, 4.25% per annum. 



    (e) by
inserting immediately prior to the period at the end of clause (f) of the definition of "EBITDA" therein
the following: 


    plus


    (g)
the amount deducted in determining Net Income representing (i) the amount of severance and restructuring costs expended or charges incurred by the Company (all taken in
accordance with GAAP)
in connection with the Company's cost savings program initiated in the Fiscal Quarter ended October 31, 2000, in an amount not to exceed $2,705,000 in the aggregate, (ii) the amount of
severance and restructuring costs expended or charges incurred by the Company (all taken in accordance with GAAP) (including, among other items, in connection with the combination of the Company's
Investment Company Services and Managed Communications Programs units) in an amount not to exceed $2,500,000 in the aggregate, (iii) legal fees and expenses incurred in connection with the
First Amendment to the Agreement, dated as of October 31, 2000, and (iv) fees and expenses paid to the consultant retained pursuant to Section 7.1.13;
provided, however, that, during the Amendment Period, all non-recurring or extraordinary expense items (other than the items already included in clauses
(i) through (iv) above) shall not be added to the above calculation of EBITDA. 



    (f)  by
deleting from the definition of "Net Debt Proceeds" therein the phrase "as in effect on the date hereof"; 


;
and 


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    (g) by deleting the definition of "Revolving Loan Commitment Account" therein and substituting in lieu thereof the
following definition: 


"Revolving Loan Commitment Amount" means (i) prior to the receipt by the Company of the Initial DLJMB Contribution, $28,500,000 and
(ii) from and after the receipt by the Company of the Initial DLJMB Contribution, $35,000,000, as such amount may be increased, on or after the receipt by the Company of the Initial DLJMB
Contribution, by the amount by which the aggregate amount of DLJMB Contributions (excluding the Required DLJMB Contribution) exceeds $11,000,000 or reduced from time to time pursuant to  Section 2.2; provided, however, that the Revolving Loan Commitment Amount shall in no event be
greater than $40,000,000. 


    3.  Amendment to Section 1.4 of the Credit Agreement.  Section 1.4 of the Credit Agreement
is hereby amended by inserting immediately after the phrase "Interest Coverage Ratio" in clause (b) thereof the phrase ", Senior Leverage Ratio". 


    4.  Amendment to Section 2.1.1 of the Credit Agreement.  Section 2.1.1 of the Credit
Agreement is hereby amended by deleting clauses (b) and (d) thereof in their entireties. 


    5.  Amendments to Section 2.1.2 of the Credit Agreement.  Section 2.1.2 of the Credit
Agreement shall hereby be amended by deleting clause (c) thereof in its entirety. 


    6.  Amendments to Section 2.1.4 of the Credit Agreement.  Section 2.1.4 of the Credit
Agreement is hereby amended by (a) deleting the comma immediately after the word "if" in clause (b) thereof and substituting in lieu thereof the phrase "(a)" and (b) inserting
immediately prior to the period at the end of clause (b) thereof the following: 


or
(b) the Company shall not have received a new capital contribution, from any of the DLJMB Entities, their affiliates, or members of management or employees of the Company and its
Subsidiaries, in the form of senior unsecured debt, of at least $9,100,000 by January 15, 2001 (the "Initial DLJMB Contribution");  provided,
however, that the terms and conditions of such capital contribution shall (i) be
consistent with the terms annexed hereto as Exhibit "A" and otherwise in form and substance satisfactory to the Lenders and permissible under the terms of the Senior Subordinated Note Indenture,
(ii) have a maturity date beyond the final maturity date of the Loans, (iii) provide for the assignment to the Lenders of the rights to receive all payments and distributions thereunder
such that those making such a capital contribution shall purchase a participation (without voting rights) in the Loans, and (iv) not permit prepayment of such capital contribution prior to the
payment of the Obligations in full. 


    7.  Amendment to Section 2.2 of the Credit Agreement.  Section 2.2 of the Credit Agreement
is hereby amended by deleting in the proviso at the end thereof the phrase ", whether pursuant to clause (c) of  Section 2.1.2 or otherwise,".



    8.  Amendment to Section 3.2.2 of the Credit Agreement.  Section 3.2.2 of the Credit
Agreement is hereby amended by inserting immediately at the end thereof the following: 


In
the case of any Event of Default, the rate that would otherwise be applicable to all Loans shall be increased by 2% during the occurrence of such Event of Default. 



    9.  Amendment to Section 3.2.3 of the Credit Agreement.  Section 3.2.3 of the Credit
Agreement is hereby amended by deleting in clause (c) thereof the phrase "Quarterly Payment Date" and substituting in lieu thereof the phrase "Monthly Payment Date". 


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    10.  Amendments to Section 7.1.1 of the Credit Agreement.  Section 7.1.1 of the Credit
Agreement is hereby amended by (a) inserting immediately prior to the semi-colon at the end of clause (b) thereof the following: 


;
provided, however, that for the Fiscal Year ending January 31, 2001, the Company shall furnish the information required by this  clause (b) within
74 days after the end of such Fiscal Year; and, provided, further, that,
to the extent that such financial information for the Fiscal Year ended January 31, 2001 is furnished earlier than 105 days following the end of such Fiscal Year, such financial
information need not be audited, so long as (i) such financial information is certified by the Company's chief financial officer to have been prepared in accordance with GAAP and
(ii) audited financial information for such Fiscal Year is furnished no later than 105 days following the end of such Fiscal Year. 


    (b) inserting
immediately prior to the semi-colon at the end of clause (c) thereof the following: 


; provided, however, that, in addition to the delivery of the foregoing, a Compliance Certificate for the Fiscal Quarter ended January 31, 2001,
containing the most current financial information available at that time for such period and which meets the reasonable requirements set forth by the Lenders, including, without limitation,
certification of compliance with all financial covenants as of January 31, 2001, shall be furnished to the Administrative Agent and each Lender no later than April 15, 2001. 


;
and (c) by inserting immediately after clause (g) thereof the following new clauses (h) and (i): 


(h)
weekly, the cash flow projections of Holdco and its Subsidiaries for such week and each of the following 12 weeks, including in each case a comparison of the prior week's actual cash flow against
forecasted cash flow; provided, however, that the foregoing obligation shall cease upon Holdco and the Company achieving and reporting to the Lenders
EBITDA for four consecutive Fiscal Quarters in an amount equal to or greater than $82,500,000; 


(i)
notwithstanding the terms of Section 7.1.5, as soon as available and in any event within 20 days after the end of each month of each Fiscal Year of Holdco, a consolidated balance
sheet of Holdco and its Subsidiaries as of the end of such month, together with the related consolidated statement of operations for such month, the related consolidated statement of cash flows for
each month and a detailed summary of the calculation of EBITDA (and, with respect to the provisions of clause (e) of  Section 7.2.4 of the Credit
Agreement, compliance with the EBITDA test set forth therein), certified by an Authorized Officer to have been
prepared in accordance with GAAP (subject to normal year end audit adjustments and the absence of footnotes) (and within 25 days after the end of each month, to the extent EBITDA for such
period of the four immediately prior consecutive Fiscal Quarters is less than $75,000,000, the chief executive officer, chief financial officer and such other members of senior management of the
Company as the Lenders shall reasonably request shall be available to meet, or participate in conference calls, with the Lenders to review and discuss such reports); and 


and
(3) by relettering the existing clauses (h) and (i) thereof as clauses (j) and (k). 



    11.  Amendment to Section 7.1 of the Credit Agreement.  Section 7.1 of the Credit Agreement
is hereby amended by adding immediately after Section 7.1.12 the following new Section 7.1.13: 


SECTION 7.1.13. Consultants. The Company shall (a) retain by no later than January 2, 2001, Nightingale &
Associates, or such other company as is reasonably acceptable to the Lenders, as professional consultants, whose work product in connection with the Company shall be shared with the Lenders and who
may not be dismissed without the prior written consent of the Required Lenders and (b) enter into an agreement by no later than January 15, 2001, agreeing to the 


4





 

payment
of professional consultants selected and retained by the Lenders to perform such functions for the Lenders as the Lenders reasonably request. 


    12.  Amendments to Section 7.2.2 of the Credit Agreement.  Section 7.2.2 of the Credit
Agreement is hereby amended by (i) deleting the word "and" at the end of clause (i) thereof; (ii) replacing the period at the end of clause (j) thereof with the phrase ";
and" and (iii) adding a new clause (k) following clause (j) to read in its entirety as follows: 


(k)
unsecured Indebtedness consisting of DLJMB Contributions. 


    13.  Amendments to Section 7.2.4 of the Credit Agreement.  Section 7.2.4 of the Credit
Agreement is hereby amended as follows: 


    (a) by
deleting the minimum EBITDA dollar amounts in clause (a) thereof for the following periods and substituting in lieu thereof the following: 



	 	Period
	 	EBITDA

	 	8/1/00—10/31/00	 	$62,500,000
	 	11/1/00—1/31/01	 	$60,000,000
	 	2/1/01—4/30/01	 	$63,500,000






    (b) by
deleting the Leverage Ratio in clause (b) thereof for the following periods and substituting in lieu thereof the following: 



	 	Period
	 	Leverage Ratio

	 	8/1/00—10/31/00	 	5.50:1.00
	 	11/1/00—1/31/01	 	5.98:1.00
	 	2/1/01—4/30/01	 	6.30:1.00






    (c) by
deleting the Interest Coverage Ratio in clause (c) thereof for the following periods and substituting in lieu thereof the following: 



	 	Period
	 	Interest Coverage Ratio

	 	8/1/00—10/31/00	 	1.50:1.00
	 	11/1/00—1/31/01	 	1.40:1.00
	 	2/1/01—4/30/01	 	1.40:1.00






    (d) by
inserting immediately before the period at the end of clause (d) thereof the following: 


; provided, however, that the Fixed Charge Coverage Ratio as of the end of the Fiscal Quarter ended October 31, 2000 shall not be less than 1.00
to 1.00, as of the end of the Fiscal Quarter ended January 31, 2001 shall not be less than 1.00 to 1.00 and as of the end of the Fiscal Quarter ended April 30, 2001 shall not be less
than 1.00 to 1.00. 


;
and 


    (e) by
inserting immediately after clause (d) thereof the following new clauses (e) and (f): 


    (e)  March 31, 2001 EBITDA.  Holdco and the Company will not permit EBITDA for the period of
twelve consecutive months ending on March 31, 2001 to be less than $55,000,000. 


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    (f)  Senior Leverage Ratio.  Holdco and the Company will not permit the Senior Leverage Ratio as of the
end of any Fiscal Quarter occurring during any period set forth below to be greater than the amount set forth opposite such period: 



	 	Period
	 	Senior Leverage Ratio

	 	11/1/01—1/31/01	 	3.75:100
	 	2/1/01—4/30/01	 	4.10:1.00
	 	5/1/01—7/31/01	 	2.93:1.00
	 	8/1/01—10/31/01	 	2.93:1.00
	 	11/1/01—1/31/02	 	2.82:1.00
	 	2/1/02—4/30/02	 	2.82:1.00
	 	5/1/02—7/31/02	 	2.82:1.00
	 	8/1/02—10/31/02	 	2.82:1.00
	 	11/1/02—1/31/03	 	2.42:1.00
	 	2/1/03—4/30/03	 	2.42:1.00
	 	5/1/03—7/31/03	 	2.42:1.00
	 	8/1/03—10/31/03	 	2.42:1.00
	 	11/1/03—1/31/04	 	2.01:1.00
	 	2/1/04—4/30/04	 	2.01:1.00
	 	5/1/04—7/31/04	 	2.01:1.00
	 	8/1/04—10/31/04	 	2.01:1.00
	 	11/1/04—1/31/05	 	1.59:1.00
	 	2/1/05—4/30/05	 	1.59:1.00
	 	5/1/05—7/31/05	 	1.59:1.00
	 	8/1/05—10/31/05	 	1.59:1.00
	 	11/1/05—1/31/06	 	1.51:1.00
	 	Thereafter	 	1.51:1.00






    14.  Limitations on Investments.  During the Amendment Period, Holdco will not, nor permit any of its
Restricted Subsidiaries, to make any cash loans otherwise permitted under Section 7.2.5(g) of the Credit Agreement. 


    15.  Limitations on Restricted Payments and Acquisitions.  During the Amendment Period, Holdco will not,
nor permit any of its Restricted Subsidiaries, (a) to make any Restricted Payments otherwise permitted under Section 7.2.6 of the Credit Agreement in excess of $100,000 in the aggregate,
and (b) to liquidate, or dissolve, consolidate with, or merge into or with, any other entity, or purchase or otherwise acquire all or substantially all of the assets of any Person or any
division thereof, as otherwise permitted under clause (b) of Section 7.2.8 of the Credit Agreement. 


    16.  Amendments to Section 7.2.11 of the Credit Agreement.  Section 7.2.11 of the Credit
Agreement is hereby amended by (i) replacing the word "and" immediately before the expression "(v)" on the fourteenth line thereof with a comma and (ii) adding, immediately before the
period at the end of such Section, the following new language: "and (vi) enter into and perform their obligations in respect of DLJMB Contributions and the agreements, instruments and documents
entered into in connection therewith." 


    17.  Amendment to Section 7.2 of the Credit Agreement.  Section 7.2 of the Credit Agreement
is hereby amended by adding thereto the following new Section 7.2.16: 


SECTION 7.2.16. Limitations on Cash Balances. From and after December 20, 2000, each of Holdco and the Company will not,
and will not permit any other Restricted Subsidiary to, at any time at which any Revolving Loans are outstanding, (a) maintain cash balances, bank deposits and 


6





 

Cash
Equivalent Investments (other than cash balances, bank deposits and Cash Equivalent Investments in an aggregate amount not exceeding $6,500,000 held by Merrill Corporation, Canada and 793473
Ontario Ltd.) in an aggregate amount greater than $12,000,000 for three (3) consecutive days, and (b) except with respect to cash balances, bank deposits and Cash Equivalent
Investments in (i) an aggregate amount not exceeding $6,500,000 and held by Merrill Corporation, Canada and 793473 Ontario Ltd. and (ii) an aggregate amount not exceeding
$1,200,000 and held by non-Canadian Non-U.S. Subsidiaries, maintain cash balances, Cash Equivalent Investments or bank deposits other than with a Lender. 


    18.  Amendments to Section 8.1 of the Credit Agreement.  Section 8.1 of the Credit
Agreement is hereby amended (a) (i) by inserting immediately before the reference to "7.1.9" at the end of Section 8.1.3 the reference to "7.1.1 (solely to the extent of (i) the
proviso contained in clause (c) thereof and (ii) the delivery of the financial statements for the twelve month period ending March 31, 2001 pursuant to clause (i)
thereof)," and (ii) by inserting immediately prior to the period at the end of Section 8.1.3 the following: 



;  provided, however, that a default in the observance of the obligation under clause (e) of  Section 7.2.4
may be cured if, on or prior to April 25, 2001, the Company shall have received the net proceeds from a new DLJMB
Contribution in an aggregate amount of at least $8,100,000 (the "Required DLJMB Contribution") 


;
and 


    (b) by
adding immediately after Section 8.1.11 the following new Section 8.1.12: 



SECTION 8.1.12. New Investment. The Company shall fail to receive the net proceeds from the Initial DLJMB Contribution in an
aggregate amount of at least $9,100,000 by January 15, 2001. 


    19.  Designation of Restricted Subsidiaries.  Notwithstanding anything contained in the Credit Agreement
to the contrary, for all purposes of the Credit Agreement, Merrill Corporation Ltd. and Merrill Corporation S.A.R.L. shall be deemed to be Restricted Subsidiaries for all periods ending on or
after, and on all dates on or after, October 31, 2000; provided, however, that the foregoing designation is without prejudice to, and subject to
the terms and provisions of, the definition of "Unrestricted Subsidiary" contained in Section 1.1 of the Credit Agreement. 


    20.  Conditions to Effectiveness.  This Amendment shall become effective on the date first written above
upon satisfaction of each of the following conditions: 


    (a) the
Administrative Agent shall have received: 




	(i)
	counterparts
of this Amendment duly executed and delivered by Holdco, the Company and the Required Lenders together with a consent to this Amendment
duly executed and delivered by the Subsidiary Guarantors;



	(ii)
	an
amendment fee for the account of each Lender in the amount equal to 0.25% of the sum of such Lender's aggregate outstanding extensions of credit
and its unutilized Commitments (as reduced in accordance with the terms of this Amendment) as of such date; and



	(iii)
	payment
of all interest accrued through November 30, 2000 at the rates provided for in the Credit Agreement after giving effect to this
Amendment; 





    (b) notwithstanding
any provisions of the Credit Agreement, the Company shall have made a prepayment of the outstanding amount of the Revolving Loans in an amount equal
to $18,000,000; 


    (c) DLJ
Capital Funding, Inc. shall have resigned as Syndication Agent; and 


7





 


    (d) the Company shall have paid the reasonable fees and disbursements of Weil, Gotshal & Manges LLP, counsel to the Lenders, incurred in connection with this
Amendment. 


    21.  Representation and Warranties.  On and as of the date hereof after giving effect to this Amendment,
each of Holdco and the Company hereby represents and warrants to the Lenders that (i) each of its representations and warranties contained in Article VI of the Credit Agreement or in any
certificate, document or financial or other statement furnished at any time under, or in connection therewith, are true and correct in all material respects on and as of such date as if made on and as
of such date, except to the extent that such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all
material respects as of such earlier date and (ii) upon the effectiveness of this Agreement, each of Holdco and its Subsidiaries are not in default of any of the provisions of the Credit
Agreement. 


    22.  General.  (a) Payment of Expenses. The Company
agrees to pay or reimburse the Administrative Agent and the Lenders for all of its respective out-of-pocket costs and reasonable expenses incurred in connection with this
Amendment, any other documents prepared in connection herewith, including,
without limitation, the reasonable fees and disbursements of (x) counsel to the Administrative Agent and (y) counsel to the Lenders. 



    (b) No Other Amendments; Confirmation. Except as expressly amended, modified and supplemented hereby, the provisions of
the Credit Agreement and the Notes are and shall remain in full force and effect. 


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


    (d) Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of
separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Amendment signed by all the parties shall be
lodged with the Company and the Administrative Agent. 


    (e) Successors. The execution and delivery of this Amendment by any Lender shall be binding upon each of its successors
and assigns (including transferees of its commitments and Loans in whole or in part prior to effectiveness hereof) and binding in respect of all of its Commitment and Loans. 


[Remainder
of page intentionally left blank] 


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



	 	 	MERRILL CORPORATION
	

 	
 	

By:	
 	

/s/ ROBERT H. NAZARIAN   
 Name: Robert H. Nazarian

Title: E.V.P. & C.F.O.
	

 	
 	
MERRILL COMMUNICATIONS LLC
	

 	
 	

By:	
 	

/s/ ROBERT H. NAZARIAN   
 Name: Robert H. Nazarian

Title: E.V.P. & C.F.O.
	

 	
 	
DLJ CAPITAL FUNDING, INC.,

as the Syndication Agent and as a Lender
	

 	
 	

By:	
 	

/s/ TOM NEWBERRY   
 Name: Tom Newberry

Title: Managing Director
	

 	
 	
U.S. BANK NATIONAL ASSOCIATION,

as the Administrative Agent and as a Lender
	

 	
 	

By:	
 	

/s/ JOSHUA R. PIROZZOLO   
 Name: Joshua R. Pirozzolo

Title: Assistant Vice President
	

 	
 	
WELLS FARGO BANK, N.A.,

as the Documentation Agent and as a Lender
	

 	
 	

By:	
 	

/s/ HUGH DIDDY   
 Name: Hugh Diddy

Title: AVP




9





 

LENDERS  



	 	 	CREDIT LYONNAIS NEW YORK BRANCH,

as a Lender
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	
HARRIS TRUST & SAVINGS BANK,

as a Lender
	

 	
 	

By:	
 	

/s/ ANDREW T. CLAAR   
 Name: Andrew T. Claar

Title: Vice President
	

 	
 	
TRANSAMERICA BUSINESS CREDIT CORP.,

as a Lender
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	
BANK ONE, N.A.,

as a Lender
	

 	
 	

By:	
 	

/s/ KEVIN CHRISTENSEN   
 Name: Kevin Christensen

Title: 1st VP
	

 	
 	
COMERICA BANK,

as a Lender
	

 	
 	

By:	
 	

/s/ TIMOTHY O'ROURKE   
 Name: Timothy O'Rourke

Title: Vice President




10





 

	

 	
 	
THE FUJI BANK, LIMITED,

as a Lender
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	
GE CAPITAL CORPORATION-SFG,

as a Lender
	

 	
 	

By:	
 	

/s/ R. T. STURGEON   
 Name: R. T. Sturgeon

Title: Manager-Operations
	

 	
 	
GENERAL ELECTRIC CAPITAL CORPORATION,

as a Lender
	

 	
 	

By:	
 	

/s/ ROBERT M. KADLICK   
 Name: Robert M. Kadlick

Title: Duly Authorized Signatory
	

 	
 	
FIRST UNION NATIONAL BANK,

as a Lender
	

 	
 	

By:	
 	

/s/ DOUGLAS A. NICKEL   
 Name: Douglas A. Nickel

Title: Vice President
	

 	
 	
APEX (IDM) CDO I, LTD.,

as a Lender
	

 	
 	

By:	
 	

/s/ E.A. KRATZMAN, III   
 Name: E.A. Kratzman, III

Title: Managing Director IDM
	

 	
 	
ELC (CAYMAN) LTD. 1999-II,

as a Lender
	

 	
 	

By:	
 	

/s/ E.A. KRATZMAN, III   
 Name: E.A. Kratzman, III

Title: Managing Director IDM



11





 

	

 	
 	
ELC (CAYMAN) LTD. 1999-III,

as a Lender
	

 	
 	

By:	
 	

/s/ E.A. KRATZMAN, III   
 Name: E.A. Kratzman, III

Title: Managing Director IDM
	

 	
 	
ELC (CAYMAN) LTD. 2000-I
	

 	
 	

By:	
 	

/s/ E.A. KRATZMAN, III   
 Name: E.A. Kratzman, III

Title: Managing Director IDM
	

 	
 	
THE DAI-ICHI KANGYO BANK, LTD.,

as a Lender
	

 	
 	

By:	
 	

/s/ TAKAYUKI KUMAGAI   
 Name: Takayuki Kumagai

Title: Vice President
	

 	
 	
BALANCED HIGH-YIELD FUND I LTD.,

as a Lender
	

 	
 	

By:	
 	

BHF (USA) Capital Corporation

Acting As Attorney-In-Fact
	

 	
 	

By:	
 	

/s/ EVON CONTOS   /s/ CHRISTINE NORMAN   
 Name: Evon Contos/Christine Norman

Title: Managing Director/Associate
	

 	
 	
BALANCED HIGH-YIELD FUND II LTD.,

as a Lender
	

 	
 	

By:	
 	

BHF (USA) Capital Corporation

Acting As Attorney-In-Fact
	

 	
 	

By:	
 	

/s/ CHRISTOPHER J. RUZZI   /s/ CHRISTINE NORMAN   
 Name: Christopher J. Ruzzi/Christine Norman

Title: Vice President/Associate



12





 

	

 	
 	
ARCHIMEDES FUNDING, LLC,

as a Lender
	

 	
 	

By:	
 	

ING Capital Advisors LLC,

as Collateral Manager
	

 	
 	

By:	
 	

/s/ AMY GRENIER   
 Name: Amy Grenier

Title: Vice President
	

 	
 	
ARCHIMEDES FUNDING III, LTD.,

as a Lender
	

 	
 	

By:	
 	

ING Capital Advisors LLC,

as Collateral Manager
	

 	
 	

By:	
 	

/s/ AMY GRENIER   
 Name: Amy Grenier

Title: Vice President
	

 	
 	
KZH ING-2 LLC,

as a Lender
	

 	
 	

By:	
 	

/s/ SUSAN LEE   
 Name: Susan Lee

Title: Authorized Agent
	

 	
 	
SEQUILS-ING I (HBDGM), LTD.,

as a Lender
	

 	
 	

By:	
 	

ING Capital Advisors LLC,

as Collateral Manager
	

 	
 	

By:	
 	

/s/ AMY GRENIER   
 Name: Amy Grenier

Title: Vice President



13





 

	

 	
 	
SWISS LIFE US RAINBOW LIMITED,

as a Lender
	

 	
 	

By:	
 	

ING Capital Advisors LLC,

as Investment Manager
	

 	
 	

By:	
 	

/s/ AMY GRENIER   
 Name: Amy Grenier

Title: Vice President
	

 	
 	
CYPRESSTREE INVESTMENT FUND, LLC,

as a Lender
	

 	
 	

By:	
 	

/s/ JEFFREY W. HEUER   
 Name: Jeffrey W. Heuer

Title: Principal
	

 	
 	
CYPRESSTREE SENIOR FLOATING RATE FUND,

as a Lender
	

 	
 	

By:	
 	

/s/ JEFFREY W. HEUER   
 Name: Jeffrey W. Heuer

Title: Principal
	

 	
 	
CYPRESSTREE INVESTMENT PARTNERS I, LTD.,

as a Lender
	

 	
 	

By:	
 	

/s/ JEFFREY W. HEUER   
 Name: Jeffrey W. Heuer

Title: Principal
	

 	
 	
CYPRESSTREE INVESTMENT PARTNERS II, LTD.,

as a Lender
	

 	
 	

By:	
 	

/s/ JEFFREY W. HEUER   
 Name: Jeffrey W. Heuer

Title: Principal



14





 

	

 	
 	
KZH CYPRESSTREE-1 LLC,

as a Lender
	

 	
 	

By:	
 	

/s/ SUSAN LEE   
 Name: Susan Lee

Title: Authorized Agent
	

 	
 	
CYPRESSTREE INVESTMENT MANAGEMENT COMPANY INC.
	

 	
 	
As:	
 	

Attorney-in-Fact and on behalf of First Allmerica Financial Life Insurance Company as Portfolio Manager
	

 	
 	

By:	
 	

/s/ JEFFREY W. HEUER   
 Name: Jeffrey W. Heuer

Title: Principal
	

 	
 	
NORTH AMERICAN SENIOR FLOATING RATE FUND,

as a Lender
	

 	
 	

By:	
 	

/s/ JEFFREY W. HEUER   
	 	 	 	 	
 Name: Jeffrey W. Heuer

Title: Principal
	

 	
 	
MORGAN STANLEY DEAN WITTER

PRIME INCOME TRUST,

as a Lender
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	
PPM SPYGLASS FUNDING TRUST,

as a Lender
	

 	
 	

By:	
 	

/s/ ANN E. MORRIS   
 Name: Ann E. Morris

Title: Authorized Agent



15





 

	

 	
 	
HELLER FINANCIAL, INC.,

as a Lender
	

 	
 	

By:	
 	

/s/ ROBERT M. REEG   
 Name: Robert M. Reeg

Title: Assistant Vice President
	

 	
 	
SENIOR DEBT PORTFOLIO,

as a Lender
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	
EATON VANCE SENIOR INCOME TRUST,

as a Lender
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	
OXFORD STRATEGIC INCOME FUND,

as a Lender
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND,

as a Lender
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	
AVALON CAPITAL LTD.,

as a Lender
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:



16





 

	

 	
 	
AMARA-1 FINANCE, LTD.,

as a Lender
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	
CARLYLE HIGH YIELD PARTNER II, LTD.,

as a Lender
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	
STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY,

as a Lender
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	
LIBERTY-STEIN ROE ADVISOR FLOATING RATE ADVANTAGE FUND,

as a Lender, by Stein Roe & Farnham Incorporated As Advisor
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	
SRF ADVANTAGE,

as a Lender
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:



17





 

	

 	
 	
MAGNETITE ASSET INVESTORS, LLC,

as a Lender
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	
STANFIELD CLO LTD.,

as a Lender,
	

 	
 	

By:	
 	

Stanfield Capital Partners LLC as its Collateral Manager
	

 	
 	

By:	
 	

/s/ CHRISTOPHER A. BONDY   
 Name: Christopher A. Bondy

Title: Partner




18









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