First Amendment



 Exhibit 10.1 
  
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  
 THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of October 11, 2005, is
among NEXSTAR BROADCASTING, INC., a Delaware corporation (the “Borrower”), NEXSTAR BROADCASTING GROUP, INC., a Delaware corporation (the “Ultimate Parent”), NEXSTAR FINANCE HOLDINGS, INC., the several Lenders (as
such term is defined in the hereinafter described Credit Agreement) parties to this First Amendment, and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). 
  
 R E C I T A L S: 
  
 A. The Borrower, the Ultimate Parent, certain of its Subsidiaries from time
to time party to the Credit Agreement, the Administrative Agent, UBS Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the Co-Syndication Agents, and the several Lenders parties thereto entered into that certain
Fourth Amended and Restated Credit Agreement dated as of April 1, 2005 (as the same may be amended, restated or modified from time to time, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein shall
have the meanings ascribed to them in the Credit Agreement. 
  
 B.
The Borrower has advised the Administrative Agent that it desires to amend the Credit Agreement to modify certain financial covenants under the Credit Agreement. 
  
 C. The Majority Revolver Lenders and the Majority Lenders parties to this First Amendment are willing to agree to the
above-described amendment, subject to the performance and observance in full of each of the covenants, terms and conditions, and in reliance upon all of the representations and warranties of the Borrower and the Parent Guarantors, set forth herein.

  
 NOW, THEREFORE, in consideration of the premises and
the covenants, terms and conditions, and in reliance upon the representations and warranties, in each case contained herein, the parties hereto agree hereby as follows: 
  
 ARTICLE I 
  
 Amendments 
  
 Section 1.01 Amendment to Section 7.09(a). Effective as of the Effective Date (as defined in Section 4.05),
Section 7.09(a) of the Credit Agreement is hereby amended to read as follows: 
  
 (a) Consolidated Total Leverage Ratio. The Consolidated Total Leverage Ratio shall not at any time during any period set forth
below exceed the ratio set forth opposite such period below: 
  

 FIRST AMENDMENT TO CREDIT AGREEMENT - PAGE 1 









			
	 Period

	  	Ratio


	 Effective Date through and including September 30, 2005
	  	7.50 to 1.00
		
	 October 1, 2005 through and including December 31, 2005
	  	8.50 to 1.00
		
	 January 1, 2006 through and including March 31, 2006
	  	8.00 to 1.00
		
	 April 1, 2006 through and including June 30, 2006
	  	7.75 to 1.00
		
	 July 1, 2006 through and including September 30, 2006
	  	7.50 to 1.00
		
	 October 1, 2006 through and including December 31, 2007
	  	7.00 to 1.00
		
	 January 1, 2008 through and including December 30, 2008
	  	6.75 to 1.00
		
	 December 31, 2008 through and including June 30, 2010
	  	6.50 to 1.00
		
	 July 1, 2010 through and including December 30, 2010
	  	6.25 to 1.00
		
	 December 31, 2010 and thereafter
	  	6.00 to 1.00

  
 Section 1.02
Amendment to Section 7.09(b) Effective as of the Effective Date, Section 7.09(b) of the Credit Agreement is hereby amended to read as follows: 
  

(b) Consolidated Senior Leverage Ratio. The Consolidated Senior Leverage Ratio shall not at any time during any period set forth
below exceed the ratio set forth opposite such period below: 
  

			
	 Period

	  	Ratio


	 Effective Date through and including September 30, 2005
	  	5.25 to 1.00
		
	 October 1, 2005 through and including December 31, 2005
	  	5.50 to 1.00
		
	 January 1, 2006 through and including June 30, 2006
	  	5.25 to 1.00
		
	 July 1, 2006 through and including December 30, 2007
	  	5.00 to 1.00
		
	 December 31, 2007 through and including December 30, 2008
	  	4.75 to 1.00
		
	 December 31, 2008 through and including December 30, 2009
	  	4.50 to 1.00
		
	 December 31, 2009 through and including December 30, 2010
	  	4.25 to 1.00
		
	 December 31, 2010 and thereafter
	  	4.00 to 1.00

  
 ARTICLE II

  
 Conditions Precedent 
  
 Section 2.01 Conditions Precedent. The parties hereto agree that
this First Amendment and the amendment to the Credit Agreement contained herein shall not be effective until the satisfaction of each of the following conditions precedent: 
  
 (a) Execution and Delivery of this First Amendment. The Administrative Agent shall have
received a copy of this First Amendment executed and delivered by each of the applicable Credit Parties and by all the Lenders and each of the conditions set forth in clauses (b) through (g) below shall have been satisfied.

  

 FIRST AMENDMENT TO CREDIT AGREEMENT - PAGE 2 








 (b) Representations and Warranties. Each of the representations and
warranties made in this First Amendment shall be true and correct on and as of the Effective Date as if made on and as of such date, both before and after giving effect to this First Amendment. 
  
 (c) Notes, Loan Documents. The Administrative Agent
shall have received all such Loan Documents as may be deemed necessary or advisable by the Administrative Agent. 
  
 (d) Resolutions. The Administrative Agent shall have received a certified resolution of the Board of Directors of each of the
Borrower and Parent Guarantors authorizing the execution, delivery and performance of this First Amendment. 
  
 (e) Fees and Expenses. The Borrower shall pay the estimated fees, costs and out-of-pocket expenses incurred by counsel to the
Administrative Agent in connection with the preparation, negotiation, execution and delivery of this First Amendment and all transaction contemplated hereby and thereby. 
  
 (f) Amendment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender
executing this First Amendment a nonrefundable amendment fee in the amount of 0.10% of the sum of (i) such Lender’s Revolving Commitment plus (ii) such Lender’s Commitments under each Incremental Facility plus (iii) such
Lender’s Facility Percentage of the Aggregate Outstanding Term B Loan Balance. 
  
 (g) Other Documents and Instruments. The Administrative Agent shall have received, in form and substance satisfactory to the
Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall require. 
  
 ARTICLE III 
  
 Representations and Warranties 
  
 Section 3.01 Representations and Warranties. To induce the Administrative Agent and the several Lenders parties hereto to enter into this
First Amendment and to grant the amendments contained herein, each of the Borrower and the Parent Guarantors represents and warrants to the Administrative Agent and the Lenders as follows: 
  
 (a) Authorization; No Contravention. The
execution, delivery and performance by the applicable Credit Parties of this First Amendment have been duly authorized by all necessary partnership, corporate or limited liability company action, as applicable, and do not and will not
(i) contravene the terms of any Charter Documents of any Credit Party, (ii) conflict with or result in any breach or contravention of, or the 
  

 FIRST AMENDMENT TO CREDIT AGREEMENT - PAGE 3 








 creation of any Lien under, any document evidencing any Contractual Obligation to which any Credit Party
is a party or any order, injunction, writ or decree of any Governmental Authority to which any Credit Party is a party or its property is subject, or (iii) violate any Requirement of Law. 
  
 (b) Governmental Authorization. No approval,
consent, exemption, authorization or other action by, or notice to, or filing with or approvals required under state blue sky securities laws or by any Governmental Authority is necessary or required in connection with the execution, delivery,
performance or enforcement of this First Amendment. 
  
 (c) No Default. After giving effect to this First Amendment, no Default or Event of Default exists under any of the Loan Documents. No Credit Party is in default under or with respect to (i) its Charter Documents or
(ii) any material Contractual Obligation of such Person. The execution, delivery and performance of this First Amendment shall not result in any default under any Contractual Obligation of any Credit Party in any respect. 
  
 (d) Binding Effect. This First Amendment and
the Credit Agreement as amended hereby constitute the legal, valid and binding obligations of the Credit Parties that are parties thereto, enforceable against such Credit Parties in accordance with their respective terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles of general applicability. 
  
 (e) Representations and Warranties. The representations and warranties set forth in the Credit
Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof, after giving effect to the amendments contemplated in this First Amendment, as if such representations and warranties were being made
on and as of the date hereof. 
  
 ARTICLE IV 
  
 Miscellaneous 
  
 Section 4.01 Ratification of Loan Documents. Except for the
specific amendments expressly set forth in this First Amendment, the terms, provisions, conditions and covenants of the Credit Agreement and the other Loan Documents remain in full force and effect and are hereby ratified and confirmed, and the
execution, delivery and performance of this First Amendment shall not in any manner operate as a waiver of, consent to or amendment of any other term, provision, condition or covenant of the Credit Agreement or any other Loan Document. 

 
 Section 4.02 Fees and Expenses. The Borrower and the Parent
Guarantors jointly and severally agree to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution, and delivery of this First Amendment, and any other documents prepared
in connection herewith or therewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent. 
  

 FIRST AMENDMENT TO CREDIT AGREEMENT - PAGE 4 








 Section 4.03 Headings. Article, section and subsection headings in this First Amendment are
included herein for convenience of reference only and shall not constitute a part of this First Amendment for any other purpose or be given any substantive effect. 
  
 Section 4.04 Applicable Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. 
  
 Section 4.05 Counterparts and Effective Date. This First Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This First Amendment shall become effective when the Administrative Agent has received counterparts of this First
Amendment executed by the Borrower, the Parent Guarantors, each of the other Guarantors and the Lenders and each of the conditions precedent set forth in Article II above has been satisfied (the “Effective Date”). 

 
 Section 4.06 Affirmation of Guarantees and Mission Loan
Documents. Notwithstanding that such consent is not required thereunder, each of the Parent Guarantors and the other Guarantors hereby consent to the execution and delivery of this First Amendment and reaffirm their respective obligations under
each of their respective Guaranty Agreements. Furthermore, notwithstanding that such consent is not required hereunder, each of Borrower and Guarantors (as defined in the Mission Credit Agreement) hereby consents to the execution and delivery of
this First Amendment and reaffirm their respective obligations under each of their respective Mission Loan Documents. 
  
 Section 4.07 Confirmation of Loan Documents and Liens. As a material inducement to the Lenders to agree to amend the Credit Agreement as set
forth herein, the Borrower, the Guarantors and David S. Smith hereby (i) acknowledge and confirm the continuing existence, validity and effectiveness of the Loan Documents to which they are parties, including, without limitation the Security
Documents and the Liens granted under the Security Documents, (ii) agree that the execution, delivery and performance of this First Amendment shall not in any way release, diminish, impair, reduce or otherwise adversely affect such Loan
Documents and Liens and (iii) acknowledge and agree that the Liens granted under the Security Documents secure (A) the payment of the Obligations under the Loan Documents in the same priority as on the date such Liens were created and
perfected, and (B) the performance and observance by the Borrower and the other Credit Parties of the covenants, agreements and conditions to be performed and observed by each under the Credit Agreement, as amended hereby, and the Mission
Credit Agreement. 
  
 Section 4.08 References to the
Credit Agreement. Upon and during the effectiveness of this First Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, or words of like import shall mean and be a reference to the Credit
Agreement, as amended by this First Amendment. 
  

 FIRST AMENDMENT TO CREDIT AGREEMENT - PAGE 5 








 Section 4.09 Final Agreement. THIS FIRST AMENDMENT, TOGETHER WITH THE CREDIT AGREEMENT AND
OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

  
 [Remainder of Page Intentionally Left Blank] 
  

 FIRST AMENDMENT TO CREDIT AGREEMENT - PAGE 6 








 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered
by their proper and duly authorized officers effective as of the Effective Date. 
  

			
	BORROWER:
	
	NEXSTAR BROADCASTING, INC.
		
	By:	 	 /s/ G. Robert Thompson


	Name:	 	G. Robert Thompson
	Title:	 	Chief Financial Officer
	
	PARENT GUARANTORS:
	
	NEXSTAR BROADCASTING GROUP, INC.
	NEXSTAR FINANCE HOLDINGS, INC.
		
	By:	 	 /s/ G. Robert Thompson


	Name:	 	G. Robert Thompson
	Title:	 	Chief Financial Officer
	
	OTHER GUARANTORS
	
	(for purposes of Sections 4.06 and 4.07 hereof):
	
	MISSION BROADCASTING, INC.
		
	By:	 	 /s/ David S. Smith


	Name:	 	David S. Smith
	Title:	 	President
	
	DAVID S. SMITH
	
	(for purposes of Section 4.07 hereof):
	
	 /s/ David S. Smith


	DAVID S. SMITH


  

 FIRST AMENDMENT TO CREDIT AGREEMENT – SIGNATURE PAGE 









			
	ADMINISTRATIVE AGENT,
	CO-SYNDICATION AGENTS,
	L/C ISSUER AND LENDERS:
	
	 BANK OF AMERICA, N.A.,
 as Administrative
Agent, as L/C Issuer
 and as a Lender

		
	By:	 	 /s/ Sean Conner


	Name:	 	Sean Conner
	Title:	 	Vice President
	
	 UBS SECURITIES LLC,
 as Co-Syndication
Agent

		
	By:	 	 /s/ Eric H. Coombs


	Name:	 	Eric H. Coombs
	Title:	 	Managing Director
		
	By:	 	 /s/ Amanda J. Montgomery


	Name:	 	Amanda J. Montgomery
	Title:	 	Managing Director
	
	 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
 as a Co-Syndication Agent

		
	By:	 	 /s/ Cecile Baker


	Name:	 	Cecile Baker
	Title:	 	Director
	
	 UBS LOAN FINANCE LLC,
 as a
Lender

		
	By:	 	 /s/ Wilfred V. Saint


	Name:	 	Wilfred V. Saint
	Title:	 	Director Banking Products Services, U.S.
		
	By:	 	 /s/ Richard I. Tavrow


	Name:	 	Richard I. Tavrow
	Title:	 	Director Banking Products Services, U.S.


  

 FIRST AMENDMENT TO CREDIT AGREEMENT – SIGNATURE PAGE 









			
	ROYAL BANK OF CANADA,
	as a Lender
		
	By:	 	 /s/ Suzanne Kaicher


	Name:	 	Suzanne Kaicher
	Title:	 	Attorney-in-Fact
	
	 GENERAL ELECTRIC CAPITAL CORPORATION,
 as a
Lender

		
	By:	 	 /s/ Alicia Freed


	Name:	 	Alicia Freed
	Title:	 	Duly Authorized Signatory
	
	 MERRILL LYNCH CAPITAL,
 a division of Merrill
Lynch Business Financial Services Inc.,
 as a Lender

		
	By:	 	 /s/ Julia F. Maslanka


	Name:	 	Julia F. Maslanka
	Title:	 	Vice President
	
	 CALYON NEW YORK BRANCH,
 as a
Lender

		
	By:	 	 /s/ Stephane Ducroizet


	Name:	 	Stephane Ducroizet
	Title:	 	Vice President
		
	By:	 	 /s/ John McCloskey


	Name:	 	John McCloskey
	Title:	 	Director


  

 FIRST AMENDMENT TO CREDIT AGREEMENT – SIGNATURE PAGE 









			
	MAPLEWOOD (CAYMAN) LIMITED
	BY: Babson Capital Management LLC as Investment Manager
		
	By:	 	 /s/ Adrienne Musgnug


	Name:	 	Adrienne Musgnug
	Title:	 	Managing Director
	
	BILL & MELINDA GATES FOUNDATION
	BY: Babson Capital Management LLC as Investment Manager
		
	By:	 	 /s/ Adrienne Musgnug


	Name:	 	Adrienne Musgnug
	Title:	 	Managing Director
	
	BABSON CLO LTD. 2004-II
	BABSON CLO LTD. 2004-I
	BABSON CLO LTD. 2005-I
	 BY: Babson Capital Management LLC
 as
Collateral Manager

		
	By:	 	 /s/ Adrienne Musgnug


	Name:	 	Adrienne Musgnug
	Title:	 	Managing Director
	
	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
	 BY: Babson Capital Management LLC
 as
Investment Adviser

		
	By:	 	 /s/ Adrienne Musgnug


	Name:	 	Adrienne Musgnug
	Title:	 	Managing Director


  

 FIRST AMENDMENT TO CREDIT AGREEMENT – SIGNATURE PAGE 









			
	UBS AG, Stamford Branch,
	as a Lender
		
	By:	 	 /s/ Wilfred V. Saint


	Name:	 	Wilfred V. Saint
	Title:	 	Director Banking Products Services, U.S.
		
	By:	 	 /s/ Richard L. Tavrow


	Name:	 	Richard L. Tavrow
	Title:	 	Director Banking Products Services, U.S.
	
	 Carlyle High Yield Partners III, Ltd.,
 as a
Lender

		
	By:	 	 /s/ Linda Pace


	Name:	 	Linda Pace
	Title:	 	Managing Director
	
	 Carlyle High Yield Partners IV, Ltd.,
 as a
Lender

		
	By:	 	 /s/ Linda Pace


	Name:	 	Linda Pace
	Title:	 	Managing Director
	
	 Carlyle High Yield Partners VI, Ltd.,
 as a
Lender

		
	By:	 	 /s/ Linda Pace


	Name:	 	Linda Pace
	Title:	 	Managing Director
	
	 Carlyle High Yield Partners VII, Ltd.,
 as a
Lender

		
	By:	 	 /s/ Linda Pace


	Name:	 	Linda Pace
	Title:	 	Managing Director


  

 FIRST AMENDMENT TO CREDIT AGREEMENT – SIGNATURE PAGE 









			
	Carlyle Loan Opportunity Fund,
	as a Lender
		
	By:	 	 /s/ Linda Pace


	Name:	 	Linda Pace
	Title:	 	Managing Director
	
	 Carlyle Loan Investment, Ltd.,
 as a
Lender

		
	By:	 	 /s/ Linda Pace


	Name:	 	Linda Pace
	Title:	 	Managing Director
	
	 FRANKLIN TEMPLETON VARIABLE
 INSURANCE
PRODUCTS TRUST-FRANKLIN
 STRATEGIC INCOME SECURITIES FUND,
 as a
Lender

		
	By:	 	 /s/ Tyler Chan


	Name:	 	Tyler Chan
	Title:	 	Vice President
	
	 FRANKLIN STRATEGIC INCOME FUND
 (CANADA),
 as a Lender

		
	By:	 	 /s/ Tyler Chan


	Name:	 	Tyler Chan
	Title:	 	Vice President
	
	 FRANKLIN STRATEGIC INCOME FUND
 (CANADA),
 as a Lender

		
	By:	 	 /s/ Tyler Chan


	Name:	 	Tyler Chan
	Title:	 	Vice President


  

 FIRST AMENDMENT TO CREDIT AGREEMENT – SIGNATURE PAGE 









			
	ROSEMONT CLO, Ltd.
	 By: Deerfield Capital Management LLC
 as its
Collateral Manager

		
	By:	 	 /s/ Mark E. Wittnebel


	Name:	 	Mark E. Wittnebel
	Title:	 	Sr. Vice President
	
	BRYN MAWR CLO, Ltd.
	 By: Deerfield Capital Management LLC
 as its
Collateral Manager

		
	By:	 	 /s/ Mark E. Wittnebel


	Name:	 	Mark E. Wittnebel
	Title:	 	Sr. Vice President
	
	FOREST CREEK CLO, Ltd.
	 By: Deerfield Capital Management LLC
 as its
Collateral Manager

		
	By:	 	 /s/ Mark E. Wittnebel


	Name:	 	Mark E. Wittnebel
	Title:	 	Sr. Vice President
	
	LONG GROVE CLO, Ltd.
	 By: Deerfield Capital Management LLC
 as its
Collateral Manager

		
	By:	 	 /s/ Mark E. Wittnebel


	Name:	 	Mark E. Wittnebel
	Title:	 	Sr. Vice President
	
	MARKET SQUARE CLO, Ltd.
	 By: Deerfield Capital Management LLC
 as its
Collateral Manager

		
	By:	 	 /s/ Mark E. Wittnebel


	Name:	 	Mark E. Wittnebel
	Title:	 	Sr. Vice President


  

 FIRST AMENDMENT TO CREDIT AGREEMENT – SIGNATURE PAGE 









			
	CUMBERLAND II CLO, Ltd.
	 By: Deerfield Capital Management LLC
 as its
Collateral Manager

		
	By:	 	 /s/ Mark E. Wittnebel


	Name:	 	Mark E. Wittnebel
	Title:	 	Sr. Vice President
	
	ACCESS INSTITUTIONAL LOAN FUND
	 By: Deerfield Capital Management LLC
 as its
Portfolio Manager

		
	By:	 	 /s/ Mark E. Wittnebel


	Name:	 	Mark E. Wittnebel
	Title:	 	Sr. Vice President
	
	SUN AMERICA SENIOR FLOATING RATE FUND, INC.
	By: AIG Global Investment Corp.
	Investment Sub-Advisor, as a Lender
		
	By:	 	 /s/ Julie Bothamley


	Name:	 	Julie Bothamley
	Title:	 	Vice President
	
	GALAXY IV CLO, LTD.
	By: AIG Global Investment Corp.
	Its Collateral Manager, as a Lender
		
	By:	 	 /s/ Julie Bothamley


	Name:	 	Julie Bothamley
	Title:	 	Vice President
	
	GALAXY V CLO, LTD.
	By: AIG Global Investment Corp.
	Its Collateral Manager, as a Lender
		
	By:	 	 /s/ Julie Bothamley


	Name:	 	Julie Bothamley
	Title:	 	Vice President


  

 FIRST AMENDMENT TO CREDIT AGREEMENT – SIGNATURE PAGE 









			
	 STATE STREET BANK & TRUST COMPANY as
 Trustee For GMAM GROUP PENSION TRUST I

		
	By:	 	 /s/ Russell Ricciardi


	Name:	 	Russell Ricciardi
	Title:	 	Client Service Officer
	
	SENIOR DEBT PORTFOLIO
	 By: Boston Management and Research
 as
Investment Advisor, as a Lender

		
	By:	 	 /s/ Michael B. Botthof


	Name:	 	Michael B. Botthof
	Title:	 	Vice President
	
	EATON VANCE SENIOR INCOME TRUST
	 By: Eaton Vance Management
 as Investment
Advisor, as a Lender

		
	By:	 	 /s/ Michael B. Botthof


	Name:	 	Michael B. Botthof
	Title:	 	Vice President
	
	EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
	 By: Eaton Vance Management
 as Investment
Advisor, as a Lender

		
	By:	 	 /s/ Michael B. Botthof


	Name:	 	Michael B. Botthof
	Title:	 	Vice President
	
	CONSTANTINUS EATON VANCE CDO V, LTD.
	 By: Eaton Vance Management
 as Investment
Advisor, as a Lender

		
	By:	 	 /s/ Michael B. Botthof


	Name:	 	Michael B. Botthof
	Title:	 	Vice President


  

 FIRST AMENDMENT TO CREDIT AGREEMENT – SIGNATURE PAGE 









			
	EATON VANCE CDO VI LTD.
	 By: Eaton Vance Management
 as Investment
Advisor, as a Lender

		
	By:	 	 /s/ Michael B. Botthof


	Name:	 	Michael B. Botthof
	Title:	 	Vice President
	
	GRAYSON & CO
	 By: Boston Management and Research,
 as
Investment Advisor, as a Lender

		
	By:	 	 /s/ Michael B. Botthof


	Name:	 	Michael B. Botthof
	Title:	 	Vice President
	
	BIG SKY SENIOR LOAN FUND, LTD.
	 By: Eaton Vance Management,
 as Investment
Advisor, as a Lender

		
	By:	 	 /s/ Michael B. Botthof


	Name:	 	Michael B. Botthof
	Title:	 	Vice President
	
	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, as a Lender
		
	By:	 	 /s/ Michael B. Botthof


	Name:	 	Michael B. Botthof
	Title:	 	Vice President


  

 FIRST AMENDMENT TO CREDIT AGREEMENT – SIGNATURE PAGE 









			
	EATON VANCE
	VT FLOATING-RATE INCOME FUND,
	 By: Eaton Vance Management
 as Investment
Advisor, as a Lender

		
	By:	 	 /s/ Michael B. Botthof


	Name:	 	Michael B. Botthof
	Title:	 	Vice President
	
	EATON VANCE LIMITED DURATION INCOME FUND
	 By: Eaton Vance Management
 as Investment
Advisor, as a Lender

		
	By:	 	 /s/ Michael B. Botthof


	Name:	 	Michael B. Botthof
	Title:	 	Vice President
	
	EATON VANCE SENIOR FLOATING-RATE TRUST
	 By: Eaton Vance Management
 as Investment
Advisor, as a Lender

		
	By:	 	 /s/ Michael B. Botthof


	Name:	 	Michael B. Botthof
	Title:	 	Vice President
	
	EATON VANCE SENIOR FLOATING-RATE INCOME TRUST
	 By: Eaton Vance Management
 as Investment
Advisor, as a Lender

		
	By:	 	 /s/ Michael B. Botthof


	Name:	 	Michael B. Botthof
	Title:	 	Vice President


  

 FIRST AMENDMENT TO CREDIT AGREEMENT – SIGNATURE PAGE 









			
	EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND
	 By: Eaton Vance Management
 as Investment
Advisor, as a Lender

		
	By:	 	 /s/ Michael B. Botthof


	Name:	 	Michael B. Botthof
	Title:	 	Vice President
	
	BLACKROCK GLOBAL FLOATING RATE INCOME TRUST
	BLACKROCK LIMITED DURATION INCOME TRUST
	BLACKROCK SENIOR INCOME SERIES
	BLACKROCK SENIOR INCOME SERIES II
	MAGNETIC IV CLO, LIMITED
	MAGNETIC V CLO, LIMITED
	SENIOR LOAN FUND, as a Lender
		
	By:	 	 /s/ Tom Colwell


	Name:	 	Tom Colwell
	Title:	 	Authorized Signatory
	
	THE SUMITOMO TRUST AND BANKING CO., LTD.
	NEW YORK BRANCH
		
	By:	 	 /s/ Elizabeth A. Quirk


	Name:	 	Elizabeth A. Quirk
	Title:	 	Vice President
	
	ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD.
	By:	 	Ares Enhanced Loan Management, L.P.
	Its:	 	Investment Manager
		
	By:	 	Ares Enhanced Loan GP, LLC
	Its:	 	General Partner
		
	By:	 	 /s/ Americo Cascella


	Name:	 	Americo Cascella
	Title:	 	Vice President


  

 FIRST AMENDMENT TO CREDIT AGREEMENT – SIGNATURE PAGE 









			
	Ares V CLO Ltd.
		
	By:	 	Ares CLO Management V, L.P.
	Its:	 	Investment Manager
		
	By:	 	Ares CLO GP V, LLC,
	Its:	 	Managing Member
		
	By:	 	 /s/ Americo Cascella


	Name:	 	Americo Cascella
	Title:	 	Vice President
	
	Ares VIII CLO Ltd.
		
	By:	 	Ares CLO Management VIII, L.P.
	Its:	 	Investment Manager
		
	By:	 	Ares CLO GP VIII, LLC,
	Its:	 	General Partner
		
	By:	 	 /s/ Americo Cascella


	Name:	 	Americo Cascella
	Title:	 	Vice President
	
	ARES IX CLO Ltd.
		
	By:	 	Ares CLO Management IX, L.P.
	Its:	 	Investment Manager
		
	By:	 	Ares CLO GP IX, LLC,
	Its:	 	General Partner
		
	By:	 	 /s/ Americo Cascella


	Name:	 	Americo Cascella
	Title:	 	Vice President


  

 FIRST AMENDMENT TO CREDIT AGREEMENT – SIGNATURE PAGE 









			
	 FRANKLIN STRATEGIC SERIES-FRANKLIN
 STRATEGIC
INCOME FUND, as a Lender

		
	By:	 	 /s/ Richard Hsu


	Name:	 	Richard Hsu
	Title:	 	Vice President
	
	 FRANKLIN TEMPLETON LIM. DURATION
 INCOME
TRUST, as a Lender

		
	By:	 	 /s/ Richard Hsu


	Name:	 	Richard Hsu
	Title:	 	Vice President
	
	 FRANKLIN FLOATING RATE DAILY ACCESS
 FUND, as
a Lender

		
	By:	 	 /s/ Richard Hsu


	Name:	 	Richard Hsu
	Title:	 	Vice President
	
	FRANKLIN FLOATING RATE MASTER SERIES, as a Lender
		
	By:	 	 /s/ Richard Hsu


	Name:	 	Richard Hsu
	Title:	 	Vice President
	
	FRANKLIN CLO II, LIMITED, as a Lender
		
	By:	 	 /s/ David Ardini


	Name:	 	David Ardini
	Title:	 	Vice President
	
	FRANKLIN CLO III, LIMITED, as a Lender
		
	By:	 	 /s/ David Ardini


	Name:	 	David Ardini
	Title:	 	Vice President


  

 FIRST AMENDMENT TO CREDIT AGREEMENT – SIGNATURE PAGE 









			
	ING PRIME RATE TRUST
	 By: ING Investment Management Co.
 as Its
Investment Manager

		
	By:	 	 /s/ Mohamed Basma


	Name:	 	Mohamed Basma
	Title:	 	Vice President
	
	ING SENIOR INCOME FUND
	 By: ING Investment Management Co.
 as Its
Investment Manager

		
	By:	 	 /s/ Mohamed Basma


	Name:	 	Mohamed Basma
	Title:	 	Vice President
	
	 JUPITER LOAN FUNDING LLC,
 as a
Lender

		
	By:	 	 /s/ Anna M. Tallent


	Name:	 	Anna M. Tallent
	Title:	 	Assistant Vice President
	
	 PPM MONARCH BAY FUNDING LLC,
 as a
Lender

		
	By:	 	 /s/ Anna M. Tallent


	Name:	 	Anna M. Tallent
	Title:	 	Assistant Vice President
	
	 PPM SHADOW CREEK FUNDING LLC,
 as a
Lender

		
	By:	 	 /s/ Anna M. Tallent


	Name:	 	Anna M. Tallent
	Title:	 	Assistant Vice President


  

 FIRST AMENDMENT TO CREDIT AGREEMENT – SIGNATURE PAGE 









			
	 PPM SPYGLASS FUNDING TRUST,
 as a
Lender

		
	By:	 	 /s/ Ann E. Morris


	Name:	 	Ann E. Morris
	Title:	 	Authorized Agent
	
	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
	 By: New York Life Investment Management LLC,
 Its Investment Manager

		
	By:	 	 /s/ Robert H. Dial


	Name:	 	Robert H. Dial
	Title:	 	Managing Director
	
	ELF FUNDING TRUST III
	 By: New York Life Investment Management LLC,
 as Attorney-in-Fact

		
	By:	 	 /s/ Robert H. Dial


	Name:	 	Robert H. Dial
	Title:	 	Managing Director
	
	NYLIM INSTITUTIONAL FLOATING RATE FUND L.P.
	By: New York Life Investment Management LLC,
		
	By:	 	 /s/ Robert H. Dial


	Name:	 	Robert H. Dial
	Title:	 	Managing Director
	
	MAINSTAY FLOATING RATE FUND, A SERIES OF ECLIPSE FUNDS, INC
	By: New York Life Investment Management LLC,
		
	By:	 	 /s/ Robert H. Dial


	Name:	 	Robert H. Dial
	Title:	 	Managing Director
	
	NEW YORK LIFE INSURANCE COMPANY,
		
	By:	 	 /s/ Robert H. Dial


	Name:	 	Robert H. Dial
	Title:	 	Managing Director


  

 FIRST AMENDMENT TO CREDIT AGREEMENT – SIGNATURE PAGE 









			
	STANFIELD VANTAGE CLO, LTD
	 By: Stanfield Capital Partners, LLC
 as its
Asset Manager, as a Lender

		
	By:	 	 /s/ Christopher E. Jansen


	Name:	 	Christopher E. Jansen
	Title:	 	Managing Partner
	
	XL RE LTD.
	 By: Stanfield Capital Partners LLC
 as its
Collateral Manager, as a Lender

		
	By:	 	 /s/ Christopher E. Jansen


	Name:	 	Christopher E. Jansen
	Title:	 	Managing Partner
	
	WINDSOR LOAN FUNDING, LIMITED
	 By: Stanfield Capital Partners LLC
 as its
Investment Manager, as a Lender

		
	By:	 	 /s/ Christopher E. Jansen


	Name:	 	Christopher E. Jansen
	Title:	 	Managing Partner
	
	 ROBSON TRUST,
 as a
Lender

		
	By:	 	 /s/ Linda R. Karn


	Name:	 	Linda R. Karn
	Title:	 	Authorized Signatory
	
	 CSAM FUNDING III,
 as a
Lender

		
	By:	 	 /s/ Linda R. Karn


	Name:	 	Linda R. Karn
	Title:	 	Authorized Signatory


  

 FIRST AMENDMENT TO CREDIT AGREEMENT – SIGNATURE PAGE 









			
	ATRIUM IV,
	as a Lender
		
	By:	 	 /s/ Linda R. Karn


	Name:	 	Linda R. Karn
	Title:	 	Authorized Signatory
	
	 TRS CALLISTO LLC,
 as a
Lender

		
	By:	 	 /s/ Deborah O’Keeffe


	Name:	 	Deborah O’Keeffe
	Title:	 	Vice President
	
	 MUIRFIELD TRADING LLC,
 as a
Lender

		
	By:	 	 /s/ Anna M. Tallent


	Name:	 	Anna M. Tallent
	Title:	 	Assistant Vice President
	
	HANOVER SQUARE CLO LTD.
	 By: Blackstone Debt Advisors L.P.
 as
Collateral Manager, as a Lender

		
	By:	 	 /s/ Dean T. Criares


	Name:	 	Dean T. Criares
	Title:	 	Managing Director
	
	MONUMENT PARK CDO LTD.
	 By: Blackstone Debt Advisors L.P.
 as
Collateral Manager, as a Lender

		
	By:	 	 /s/ Dean T. Criares


	Name:	 	Dean T. Criares
	Title:	 	Managing Director


  

 FIRST AMENDMENT TO CREDIT AGREEMENT – SIGNATURE PAGE 









			
	ESSEX PARK CDO LTD.
	 By: Blackstone Dent Advisors L.P.
 as
Collateral Manager, as a Lender

		
	By:	 	 /s/ Dean T. Criares


	Name:	 	Dean T. Criares
	Title:	 	Managing Director
	
	 LOAN FUNDING VI LLC,
 for itself or as agent
for

	Corporate Loan Funding VI LLC, as a Lender
		
	By:	 	 /s/ Dean T. Criares


	Name:	 	Dean T. Criares
	Title:	 	Managing Director


  

 FIRST AMENDMENT TO CREDIT AGREEMENT – SIGNATURE PAGE