exv10w14xay



 






EXHIBIT 10.14a




Execution Copy





     FIRST AMENDMENT dated as of December 21, 2004 (this
“Amendment”) to the Senior Secured Credit Agreement dated as
of May 6, 2004 (the “Credit Agreement”), among Metris
Companies Inc., a Delaware corporation (the “Borrower”), the
lenders signatory hereto (the “Required Lenders”), and
Deutsche Bank Trust Company Americas, as administrative agent and
collateral agent for the Lenders (in such capacities, the
“Administrative Agent” and “Collateral Agent”).



          WHEREAS, the Borrower, the Lenders (such term and other capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement),
the Administrative Agent and the Collateral Agent, are parties to the Credit Agreement providing
for the extension of credit to Borrower in the form of term loans in the aggregate principal amount
of $300,000,000;



          WHEREAS, the Borrower has requested that certain provisions of the Credit Agreement be
amended, and the Administrative Agent, the Collateral Agent and the Required Lenders are willing to
so amend the Credit Agreement, on the terms and conditions set forth in this Amendment;



          NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein contained,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



     1. Amendments to Credit Agreement.



          (a) Amendment to Section 6.01(f) of the Credit Agreement. Section 6.01(f) of the
Credit Agreement is hereby amended and restated to read in its entirety as follows:




          “(f) Available Liquidity Covenant. In the case of the Borrower, permit
the Liquidity Amount at any time to be less than the product of (i) 1.08 and (ii)
the principal balance of all Term Loans then outstanding.”



          (b) Amendment to Section 6.02(d) of the Credit Agreement. Section 6.02(d) of the
Credit Agreement is hereby amended and restated to read in its entirety as follows:




          “(d) unsecured Indebtedness of the Borrower and its Subsidiaries in an
aggregate principal amount not exceeding $155,000,000 at any time;”



          (c) Amendment to Section 6.02(f) of the Credit Agreement. Section 6.02(f) of the
Credit Agreement is hereby amended by deleting the following proviso:




          “(for the avoidance of doubt, the exception in this clause shall only be
permitted so long as no Default has occurred or is continuing)”



 









 





2


          (d) Amendment to Section 6.02(h) of the Credit Agreement. Section 6.02(h) of the
Credit Agreement is hereby amended and restated to read in its entirety as follows:




          “(h) unsecured Indebtedness of the Borrower and its Subsidiaries maturing on or
after the date that is 91 days after the Maturity Date in an amount not to exceed
$50,000,000; and”



          (e) Amendment to Section 6.02(i) of the Credit Agreement. Section 6.02(i) of the
Credit Agreement is hereby amended by deleting the following proviso:




          “(for the avoidance of doubt, the exceptions in this clause shall only be
permitted so long as no Default has occurred or is continuing)”



          (f) Amendment to Section 6.07(b)(iii) of the Credit Agreement. Section 6.07(b)(iii)
of the Credit Agreement is hereby amended and restated to read in its entirety as follows:




          “(iii) payment of any Indebtedness permitted by Section 6.02(d) in accordance
with its terms, including the payment of Senior Note Indebtedness at any time
pursuant to the terms of the Senior Note Indenture; and”



     (g) Amendment to Section 6.10 of the Credit Agreement. Section 6.10 of the Credit
Agreement is hereby amended by adding a new clause at the end thereof to read as follows:




          “and further provided that, with respect to (b), the Senior Note
Indenture dated July 13, 1999, as supplemented, applicable to the Borrower’s 10.125%
Senior Notes issued thereunder and due in 2006, may be amended or waived to permit
the optional redemption thereof at par prior to July 15, 2005.”



     2. No Other Amendments or Waivers. Except as hereby amended, no other term, condition
or provision of the Credit Agreement shall be deemed modified or amended, and this Amendment shall
not be considered a novation. This Amendment is limited precisely as written and shall not be
deemed to (a) be a consent to a waiver or any other term or condition of the Credit Agreement, the
other Loan Documents or any of the documents referred to therein or executed in connection
therewith or (b) prejudice any right or rights the Lenders may now have or may have in the future
under or in connection with the Credit Agreement, the other Loan Documents or any documents
referred to therein or executed in connection therewith.



     3. Construction. (a) This Amendment is a document executed pursuant to the Credit
Agreement and shall (unless otherwise expressly indicated therein) be construed, administered or
applied in accordance with the terms and provisions thereof.



          (b) Whenever the Credit Agreement is referred to in the Credit Agreement or any of the
instruments, agreements or other documents or papers executed and delivered in connection
therewith, it shall be deemed to mean the Credit Agreement, as the case may be, as modified by this
Amendment.



 









 




3

     4. Binding Effect. This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.



     5. Representations and Warranties. After giving effect to this Amendment, Borrower
hereby represents and warrants to the Administrative Agent and the Lenders that:



          (a) As of the date hereof, no Default or Event of Default has occurred and is continuing;



          (b) All representations and warranties of the Borrower set forth in the Credit Agreement are
true and correct in all material respects as of the date hereof, except to the extent that any
representation or warranty relates to an earlier date (in which case such representation or
warranty is true and correct in all material respects as of such earlier date).



     6. Condition Precedent to Effectiveness. This Amendment shall become effective on the
date on which the Administrative Agent shall have received counterparts hereof duly executed and
delivered by the Borrower, the Collateral Agent, the Administrative Agent and the Required Lenders.



     7. Governing Law. This Amendment shall be governed and construed in accordance with
the applicable terms and provisions of Section 9.07 (Applicable Law) of the Credit Agreement, which
terms and provisions are incorporated herein by reference.



     8. Counterparts. This Amendment may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement. The parties may execute facsimile copies of this
Amendment and the facsimile signature of any such party shall be deemed an original and fully
binding on said party.



     9. *



     10. Direction. The Required Lenders hereby direct and instruct the Administrative
Agent and Collateral Agent to execute this Amendment; provided, however, that such
direction and instruction in no way expands, amends, modifies or changes any of the Administrative
Agent’s or Collateral Agent’s rights under the Credit Agreement.



[Remainder of Page Intentionally Left Blank. Signature Pages Follow.]




 









 








          IN WITNESS WHEREOF, the Borrower, the Required Lenders, the Administrative Agent and the
Collateral Agent have caused this First Amendment to the Credit Agreement to be duly executed by
their respective authorized officers as of the day and year first written above.



	 	 	 	 	 	 	 
	 	 	METRIS COMPANIES INC., as Borrower	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Scott R. Fjellman	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Scott R. Fjellman	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Senior Vice President & Treasurer	 	 
	

	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Administrative Agent and Collateral

Agent for the Lenders	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Boris Treyger	 	 
	

	 	 	 	 	 	 
	

	 	Name:
	 	Boris Treyger	 	 
	

	 	 	 	 	 	 
	

	 	Title:
	 	Assistant Vice President	 	 
	

	 	 	 	 	 	 






 









 






	 	 	 	 	 
	 

	 	Institution:
	 	Andover Capital Offshore Partners Ltd.
	

	 	 	 	 
	 
	

	 	By:
	 	/s/ David Glancy
	

	 	 	 	 
	

	 	Name:
	 	David Glancy
	

	 	 	 	 
	

	 	Title:
	 	Managing Partner of the Advisor
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Andover Capital Partners LP
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ David Glancy
	

	 	 	 	 
	

	 	Name:
	 	David Glancy
	

	 	 	 	 
	

	 	Title:
	 	Managing Partner of the LP
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	The Assets Management Committee of the
Coca-Cola Company Master Retirement Trust
	 
	 	 	 	 
	

	 	 	 	By: Fidelity Management Trust Company, as
Investment Manager under power of attorney
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ John P. O’Reilly Jr.
	

	 	 	 	 
	

	 	Name:
	 	John P. O’Reilly Jr.
	

	 	 	 	 
	

	 	Title:
	 	Executive Vice President
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	AXP Income Opportunities Fund, a series of
AXP Discovery Series, Inc.
	

	 	 	 	 
	 
	

	 	By:
	 	/s/ Lorraine R. Hart
	

	 	 	 	 
	

	 	Name:
	 	Lorraine R. Hart
	

	 	 	 	 
	

	 	Title:
	 	Assistant Vice President
	

	 	 	 	 
	

	 	 	 	AXP Discovery Series, Inc.






 









 






	 	 	 	 	 
	

	 	Institution:
	 	AXP Variable Portfolio – High Yield Bond
Fund, a series of AXP Variable Portfolio
	

	 	 	 	 
	 
	

	 	By:
	 	/s/ Lorraine R. Hart
	

	 	 	 	 
	

	 	Name:
	 	Lorraine R. Hart
	

	 	 	 	 
	

	 	Title:
	 	Assistant Vice President
	

	 	 	 	 
	

	 	 	 	AXP Variable Portfolio Income Series, Inc.
	 
	 	 	 	 
	

	 	Institution:
	 	AXP Variable Portfolio – Income
Opportunities Fund, a series of AXP Variable
Portfolio Income Series, Inc.
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Lorraine R. Hart
	

	 	 	 	 
	

	 	Name:
	 	Lorraine R. Hart
	

	 	 	 	 
	

	 	Title:
	 	Assistant Vice President
	

	 	 	 	 
	

	 	 	 	AXP Variable Portfolio Income Series, Inc.
	 
	 	 	 	 
	

	 	Institution:
	 	Bear Stearns Invest Product
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Jon Weiss
	

	 	 	 	 
	

	 	Name:
	 	Jon Weiss
	

	 	 	 	 
	

	 	Title:
	 	Author Signatory
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Calhoun CBO, Limited
	 
	 	 	 	 
	

	 	 	 	By: American Express Asset Management Group,
Inc., its authorized signatory
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ John F. Everhart
	

	 	 	 	 
	

	 	Name:
	 	John F. Everhart
	

	 	 	 	 
	

	 	Title:
	 	Vice President and Portfolio Manager
	

	 	 	 	 






 









 






	 	 	 	 	 
	

	 	Institution:
	 	California Public Employees’ Retirement

System
	 
	

	 	 	 	By: Highland Capital Management, L.P.
As Authorized Representatives of the Board
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Todd Travers
	

	 	 	 	 
	

	 	Name:
	 	Todd Travers
	

	 	 	 	 
	

	 	Title:
	 	Senior Portfolio Manager
	

	 	 	 	 
	

	 	 	 	Highland Capital Management, L.P.
	 
	 	 	 	 
	

	 	Institution:
	 	Canpartners Investments IV, LLC
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Mitchell R. Julis
	

	 	 	 	 
	

	 	Name:
	 	Mitchell R. Julis
	

	 	 	 	 
	

	 	Title:
	 	Managing Partner
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Caspian Capital Partners, LP
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Charles Howe, II
	

	 	 	 	 
	

	 	Name:
	 	Charles Howe, II
	

	 	 	 	 
	

	 	Title:
	 	Treasurer
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Cedar CBO, Limited
	 
	 	 	 	 
	

	 	 	 	By: American Express Asset Management Group,
Inc., its authorized signatory
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ John F. Everhart
	

	 	 	 	 
	

	 	Name:
	 	John F. Everhart
	

	 	 	 	 
	

	 	Title:
	 	Vice President and Portfolio Manager
	

	 	 	 	 






 









 






	 	 	 	 	 
	

	 	Institution:
	 	Cedarview Capital
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Burton Weinstein
	

	 	 	 	 
	

	 	Name:
	 	Burton Weinstein
	

	 	 	 	 
	

	 	Title:
	 	Managing Partner
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Centennial CBO, Limited
	 
	 	 	 	 
	

	 	 	 	By: American Express Asset Management Group,
Inc., its authorized signatory
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ John F. Everhart
	

	 	 	 	 
	

	 	Name:
	 	John F. Everhart
	

	 	 	 	 
	

	 	Title:
	 	Vice President and Portfolio Manager
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Centurion CDO I, Limited
	 
	 	 	 	 
	

	 	 	 	By: American Express Asset Management Group,
Inc., its authorized signatory
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ John F. Everhart
	

	 	 	 	 
	

	 	Name:
	 	John F. Everhart
	

	 	 	 	 
	

	 	Title:
	 	Vice President and Portfolio Manager
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Centurion CDO II, Ltd.
	 
	 	 	 	 
	

	 	 	 	By: American Express Asset Management Group,
Inc., as Collateral Manager
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Vincent P. Pham
	

	 	 	 	 
	

	 	Name:
	 	Vincent P. Pham
	

	 	 	 	 
	

	 	Title:
	 	Director-Operations
	

	 	 	 	 






 









 






	 	 	 	 	 
	

	 	Institution:
	 	Centurion CDO VI, Ltd.
	 
	 	 	 	 
	

	 	 	 	By: American Express Asset Management Group,
Inc., as Collateral Manager
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Vincent P. Pham
	

	 	 	 	 
	

	 	Name:
	 	Vincent P. Pham
	

	 	 	 	 
	

	 	Title:
	 	Director-Operations
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Continental Casualty Company
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Marilou R. McGirr
	

	 	 	 	 
	

	 	Name:
	 	Marilou R. McGirr
	

	 	 	 	 
	

	 	Title:
	 	Vice President and Assistant Treasurer
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Credit Opportunities Funding, Inc.
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Diana M. Himes
	

	 	 	 	 
	

	 	Name:
	 	Diana M. Himes
	

	 	 	 	 
	

	 	Title:
	 	Assistant Vice President
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Empyrean Investments LLC
	

	 	 	 	 
	 
	 	 	 	 
	

	 	By:
	 	/s/ Anthony Hynes
	

	 	 	 	 
	

	 	Name:
	 	Anthony Hynes
	

	 	 	 	 
	

	 	Title:
	 	Authorized Signatory
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Fidelity Advisor Series II:
	

	 	 	 	Fidelity Advisor Strategic Income Fund
	

	 	 	 	 
	

	 	By:
	 	/s/ John H. Costello
	

	 	 	 	 
	

	 	Name:
	 	John H. Costello
	

	 	 	 	 
	

	 	Title:
	 	Assistant Treasurer
	

	 	 	 	 






 









 






	 	 	 	 	 
	

	 	Institution:
	 	Fidelity School Street Trust:
	

	 	 	 	Fidelity Strategic Income Fund
	 
	

	 	 	 	 
	

	 	By:
	 	/s/ John H. Costello
	

	 	 	 	 
	

	 	Name:
	 	John H. Costello
	

	 	 	 	 
	

	 	Title:
	 	Assistant Treasurer
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Fidelity Summer Street Trust:
	

	 	 	 	Fidelity Capital & Income Fund
	

	 	 	 	 
	

	 	By:
	 	/s/ John H. Costello
	

	 	 	 	 
	

	 	Name:
	 	John H. Costello
	

	 	 	 	 
	

	 	Title:
	 	Assistant Treasurer
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Galaxy CLO 1999-1, Ltd.
	 
	 	 	 	 
	

	 	 	 	By: AIG Global Investment Corp., as
Collateral Manager
	

	 	 	 	 
	

	 	By:
	 	/s/ Steven S. Oh
	

	 	 	 	 
	

	 	Name:
	 	Steven S. Oh
	

	 	 	 	 
	

	 	Title:
	 	Managing Director
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Galaxy CLO 2003-1, Ltd.
	 
	 	 	 	 
	

	 	 	 	By: AIG Global Investment Corp., as
Investment Advisor
	

	 	 	 	 
	

	 	By:
	 	/s/ Steven S. Oh
	

	 	 	 	 
	

	 	Name:
	 	Steven S. Oh
	

	 	 	 	 
	

	 	Title:
	 	Managing Director
	

	 	 	 	 






 









 






	 	 	 	 	 
	

	 	Institution:
	 	Galaxy III CLO, Ltd.
	 
	 	 	 	 
	

	 	 	 	By: AIG Global Investment Corp., as
Investment Advisor
	

	 	 	 	 
	

	 	By:
	 	/s/ Steven S. Oh
	

	 	 	 	 
	

	 	Name:
	 	Steven S. Oh
	

	 	 	 	 
	

	 	Title:
	 	Managing Director
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Goldman Sachs
Credit Partners L.P.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Stephen King
	

	 	 	 	 
	

	 	Name:
	 	Stephen King
	

	 	 	 	 
	

	 	Title:
	 	Authorized Signatory
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Goldman Sachs
Special Situations Investing Group, Inc.
	

	 	 	 	 
	

	 	By:
	 	/s/ Albert Dombrowski
	

	 	 	 	 
	

	 	Name:
	 	Albert Dombrowski
	

	 	 	 	 
	

	 	Title:
	 	Authorized Signatory
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Greywolf Loan Participation, LLC
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ William Troy
	

	 	 	 	 
	

	 	Name:
	 	William Troy
	

	 	 	 	 
	

	 	Title:
	 	COO
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Goggshorm Portfolio Company X LLC
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Michael Martino
	

	 	 	 	 
	

	 	Name:
	 	Michael Martino
	

	 	 	 	 
	

	 	Title:
	 	Principal
	

	 	 	 	 






 









 






	 	 	 	 	 
	

	 	Institution:
	 	Hammerman Capital
	

	 	 	 	Master Fund, LP
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Jason Hammerman
	

	 	 	 	 
	

	 	Name:
	 	Jason Hammerman
	

	 	 	 	 
	

	 	Title:
	 	Managing Member of its General Partner
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Hammerman Opportunity
	

	 	 	 	Master Fund, LP
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Jason Hammerman
	

	 	 	 	 
	

	 	Name:
	 	Jason Hammerman
	

	 	 	 	 
	

	 	Title:
	 	Managing Member of its General Partner
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Highland Floating Rate Advantage Fund
	 
	 	 	 	 
	

	 	 	 	By: Highland Capital Management, L.P., its
	

	 	 	 	Investment Advisor
	

	 	 	 	 
	 
	 	 	 	 
	

	 	By:
	 	/s/ Todd Travers
	

	 	 	 	 
	

	 	Name:
	 	Todd Travers
	

	 	 	 	 
	

	 	Title:
	 	Senior Portfolio Manager
	

	 	 	 	 
	

	 	 	 	Highland Capital Management, L.P.
	 
	 	 	 	 
	

	 	Institution:
	 	Highland Floating Rate Limited Liability

Company
	 
	 	 	 	 
	

	 	 	 	By: Highland Capital Management, L.P., its
Investment Advisor
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Todd Travers
	

	 	 	 	 
	

	 	Name:
	 	Todd Travers
	

	 	 	 	 
	

	 	Title:
	 	Senior Portfolio Manager
	

	 	 	 	 
	

	 	 	 	Highland Capital Management, L.P.






 









 






	 	 	 	 	 
	

	 	Institution:
	 	High Yield Portfolio, a series of Income
Trust
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Lorraine R. Hart
	

	 	 	 	 
	

	 	Name:
	 	Lorraine R. Hart
	

	 	 	 	 
	

	 	Title:
	 	Assistant Vice President
	

	 	 	 	 
	

	 	 	 	Income Trust
	 
	 	 	 	 
	

	 	Institution:
	 	Illinois Municipal Retirement Fund Master

Trust
	 
	 	 	 	 
	

	 	 	 	By: Fidelity Management Trust Company, as
Investment Manager under power of attorney
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ John P. O’Reilly Jr.
	

	 	 	 	 
	

	 	Name:
	 	John P. O’Reilly Jr.
	

	 	 	 	 
	

	 	Title:
	 	Executive Vice President
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Isles CBO, Limited
	 
	 	 	 	 
	

	 	 	 	By: American Express Asset Management Group,
Inc., its authorized signatory
	 
	 	 	 	 
	

	 	By:
	 	/s/ John F. Everhart
	

	 	 	 	 
	

	 	Name:
	 	John F. Everhart
	

	 	 	 	 
	

	 	Title:
	 	Vice President and Portfolio Manager
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Marinier LDC
	

	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	By: Riva Ridge Capital Management LP, as

Investment Manager
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Stephen Golden
	

	 	 	 	 
	

	 	Name:
	 	Stephen Golden
	

	 	 	 	 
	

	 	Title:
	 	Authorized Signatory
	

	 	 	 	 






 









 






	 	 	 	 	 
	

	 	Institution:
	 	Mason Capital
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Michael Martino
	

	 	 	 	 
	

	 	Name:
	 	Michael Martino
	

	 	 	 	 
	

	 	Title:
	 	Principal
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Mason Capital, LTD
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Michael Martino
	

	 	 	 	 
	

	 	Name:
	 	Michael Martino
	

	 	 	 	 
	

	 	Title:
	 	Principal
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Metropolitan West

High Yield Bond Fund
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Lara Mulpagano
	

	 	 	 	 
	

	 	Name:
	 	Lara Mulpagano
	

	 	 	 	 
	

	 	Title:
	 	Chief Operating Officer
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Metropolitan West

Strategic Income Fund
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Lara Mulpagano
	

	 	 	 	 
	

	 	Name:
	 	Lara Mulpagano
	

	 	 	 	 
	

	 	Title:
	 	Chief Operating Officer
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Quadrangle Master Funding LTD
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Quadrangle Master Funding LTD
	

	 	 	 	 
	

	 	Name:	 	 
	

	 	 	 	 
	

	 	Title:
	 	Managing Principal
	

	 	 	 	 






 









 






	 	 	 	 	 
	

	 	Institution:
	 	Redwood Master Fund, Ltd.
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Jonathan Kolatch
	

	 	 	 	 
	

	 	Name:
	 	Jonathan Kolatch
	

	 	 	 	 
	

	 	Title:
	 	Director
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	SEI Institutional Managed Trust High Yield

Bond Fund
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Lara Mulpagano
	

	 	 	 	 
	

	 	Name:
	 	Lara Mulpagano
	

	 	 	 	 
	

	 	Title:
	 	Chief Operating Officer
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Shepherd Investments International, Ltd.
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Michael A. Roth
	

	 	 	 	 
	

	 	Name:
	 	Michael A. Roth
	

	 	 	 	 
	

	 	Title:
	 	Managing Member of Stark Offshore
	

	 	 	 	Management, LLC, Investment Manager
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Stark Trading
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Michael A. Roth
	

	 	 	 	 
	

	 	Name:
	 	Michael A. Roth
	

	 	 	 	 
	

	 	Title:
	 	Managing Member of Stark Onshore Management,
LLC, General Partner
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	SunAmerica Life Insurance Company
	 
	 	 	 	 
	

	 	 	 	By: AIG Global Investment Corp. as
Investment Advisor
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Steven S. Oh
	

	 	 	 	 
	

	 	Name:
	 	Steven S. Oh
	

	 	 	 	 
	

	 	Title:
	 	Managing Director
	

	 	 	 	 






 









 






	 	 	 	 	 
	

	 	Institution:
	 	Sunrise Partner Limited Partnership
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Michael J. Bemar
	

	 	 	 	 
	

	 	Name:
	 	Michael J. Bemar
	

	 	 	 	 
	

	 	Title:
	 	Vice President,
	

	 	 	 	Dawn General Partner Corp.
	

	 	 	 	General Partner
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Taconic Capital Partners LP
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Jon Jachman
	

	 	 	 	 
	

	 	Name:
	 	Jon Jachman
	

	 	 	 	 
	

	 	Title:
	 	Principal
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	TCW Bass Lake Partners, L.P.
	 
	 	 	 	 
	

	 	 	 	 
	 
	 	 	 	 
	

	 	By:
	 	/s/ Melissa V. Weiler
	

	 	 	 	 
	

	 	Name:
	 	Melissa V. Weiler
	

	 	 	 	 
	

	 	Title:
	 	Managing Director
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	TCW High Income Parnters II LTD
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Michael Parks
	

	 	 	 	 
	

	 	Name:
	 	Michael Parks
	

	 	 	 	 
	

	 	Title:
	 	Managing Director
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Thracia, LLC
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Frank Argenziano
	

	 	 	 	 
	

	 	Name:
	 	Frank Argenziano
	

	 	 	 	 
	

	 	Title:
	 	CFO
	

	 	 	 	 






 









 






	 	 	 	 	 
	

	 	Institution:
	 	Variable Insurance Products Fund IV: VIP

Strategic Income Portfolio
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ John H. Costello
	

	 	 	 	 
	

	 	Name:
	 	John H. Costello
	

	 	 	 	 
	

	 	Title:
	 	Assistant Treasurer
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Watershed Capital Institutional Partners,
	

	 	 	 	 
	

	 	 	 	L.P.
	 
	 	 	 	 
	

	 	 	 	By: WS Partners, L.L.C.
Its General Partner
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Meridee Moore
	

	 	 	 	 
	

	 	Name:
	 	Meridee Moore
	

	 	 	 	 
	

	 	Title:
	 	Senior Managing Member
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Watershed Capital Partners, L.P.
	 
	 	 	 	 
	

	 	 	 	By: WS Partners, L.L.C.
Its General Partner
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Meridee Moore
	

	 	 	 	 
	

	 	Name:
	 	Meridee Moore
	

	 	 	 	 
	

	 	Title:
	 	Senior Managing Member
	

	 	 	 	 
	 
	 	 	 	 
	

	 	Institution:
	 	Watershed Capital Partners (Offshore), Ltd.
	 
	 	 	 	 
	

	 	 	 	By: Watershed Asset Management L.L.C.
Its Investment Manager
	 
	 	 	 	 
	

	 	 	 	 
	

	 	By:
	 	/s/ Meridee Moore
	

	 	 	 	 
	

	 	Name:
	 	Meridee Moore
	

	 	 	 	 
	

	 	Title:
	 	Senior Managing Member
	

	 	 	 	 












	*	 	     Denotes confidential information that has been omitted from the exhibit and filed separately,
accompanied by a confidential treatment request, with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.