Amended and Restated Credit Agreement



 Exhibit 10.1 
  
 THIRD AMENDMENT TO AMENDED AND RESTATED 
 CREDIT AGREEMENT 
  
 THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of November 11, 2005, is by and among THE PANTRY, INC., a Delaware corporation, (the
“Borrower”), those Domestic Subsidiaries of the Borrower identified as a “Guarantor” on the signature pages hereto (individually a “Guarantor” and collectively the “Guarantors”), the
Lenders party hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). 
  
 W I T N E S S E T H 
  
 WHEREAS, the Borrower, the Guarantors, the several banks and other financial institutions as may from time to time become parties thereto, and the
Administrative Agent have entered into that certain Amended and Restated Credit Agreement dated as of March 12, 2004 (as previously amended, modified or supplemented and as further amended, modified, supplemented, restated or amended and
restated from time to time, the “Credit Agreement”; capitalized terms used but not otherwise defined herein shall have the meaning ascribed thereto in the Credit Agreement); 
  
 WHEREAS, the Borrower has requested an amendment to the Credit
Agreement as more fully set forth herein; 
  
 WHEREAS, the
Required Lenders have agreed to such amendment, subject to the terms and conditions set forth herein. 
  
 NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows: 
  
 ARTICLE I 
 AMENDMENT TO CREDIT AGREEMENT 
  
 1.1 Section 1.1. The definition of “Subordinated Indebtedness” in Section 1.1 of the
Credit Agreement is hereby amended and restated in its entirety to read as follows: 
  
 “Subordinated Indebtedness” shall mean (a) the Indebtedness of the Borrower evidenced by the Senior Subordinated Notes and any subordinated indebtedness issued in compliance with
Section 6.1(f) and 6.1(g) and (b) any other Indebtedness of the Borrower subordinated in right of payment to the Credit Party Obligations pursuant to documentation containing maturities, amortization schedules, covenants, defaults,
remedies, subordination provisions and other material terms in form and substance satisfactory to the Administrative Agent. 
  

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 1.2 Section 2.8(b)(iii). Section 2.8(b)(iii) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows: 
  
 (iii) Issuances. Immediately upon receipt by any Credit Party of proceeds from (A) any Debt Issuance, the Borrower shall prepay the Loans in an aggregate amount equal to (1) if such Debt Issuance
is made pursuant to Section 6.1(g), fifty percent (50%) of the Net Cash Proceeds of such Debt Issuance; provided that if such Debt Issuance is made in replacement of, or exchange for, Subordinated Indebtedness permitted under
Section 6.1(g), then no prepayment shall be required, and (2) if such Debt Issuance is any other Debt Issuance, one hundred percent (100%) of the Net Cash Proceeds of such Debt Issuance (each such prepayment to be applied as set forth
in clause (vi) below), or (B) any Equity Issuance, the Borrower shall prepay the Loans and/or cash collateralize the LOC Obligations in an aggregate amount equal to fifty percent (50%) of the Net Cash Proceeds of such Equity Issuance
(such prepayment to be applied as set forth in clause (vi) below; provided that if such Equity Issuance is made in replacement of, or exchange for, Subordinated Indebtedness permitted under Section 6.1(g), then no prepayment shall
be required. 
  
 1.3 Section 5.9. The first
sentence of Section 5.9 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
  
 The Credit Parties will cause each of their Domestic Subsidiaries with assets in excess of $100,000 or current annualized revenues in
excess of $100,000, whether newly formed, after acquired or otherwise existing, to promptly (and in any event within 30 days (or such longer period of time as agreed to by the Administrative Agent) after its formation or acquisition) become a
Guarantor hereunder by way of execution of a Joinder Agreement. 
  
 1.4 Section 6.1(g). Section 6.1(g) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
  

(g) the Borrower may become and remain liable with respect to unsecured Subordinated Indebtedness in an amount not to exceed $250,000,000 at any
time outstanding and refinancings, exchanges, extensions and renewals thereof, subject to Section 2.8(b)(iii), provided that (i) the terms and conditions of such Subordinated Indebtedness shall be the same or substantially the same
as those of the Senior Subordinated Notes or as is otherwise approved by the Administrative Agent, (ii) after giving effect to the incurrence of such Indebtedness and the application of the proceeds thereof, the Consolidated Pro Forma Leverage
Ratio shall be less than or equal to the ratio that is 0.25 lower than the Consolidated Pro Forma Leverage Ratio then applicable as set forth in Section 6.6(a) and (iii) after giving effect to the incurrence of such Indebtedness and the
application of the proceeds thereof, the Borrower is in pro forma compliance with Section 6.6 and no Event of Default has occurred and is continuing or would otherwise arise as a result of the incurrence of the Indebtedness; 
  

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 1.5 Section 6.1(h). Section 6.1(h) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows: 
  
 (h) the Borrower may become and remain liable with respect to unsecured Subordinated Indebtedness incurred or assumed in connection with Permitted Acquisitions, provided that (i) the terms and conditions of such Subordinated
Indebtedness shall be the same as those of the Senior Subordinated Notes or as is otherwise approved by the Administrative Agent and (ii) after giving effect to the incurrence of such Indebtedness and the application of the proceeds thereof,
the Borrower is in pro forma compliance with Section 6.6 and no Event of Default has occurred and is continuing or would otherwise arise as a result of the incurrence of the Indebtedness; and 
  
 1.6 Section 6.4(f). Section 6.4(f) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows: 
  
 (f) Guarantors may become and remain liable with respect to Contingent Obligations arising under (1) guarantees of the Senior Subordinated Notes as set forth in and to the extent required under the Senior
Subordinated Note Indenture as in effect on the Closing Date and (2) guarantees of Subordinated Indebtedness to the extent such Subordinated Indebtedness is issued pursuant to and in accordance with the terms of Section 6.1(g) hereof;

  
 1.7 Section 6.5. Section 6.5 of
the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
  
 Section 6.5 Restricted Junior Payments. 
  
 The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, declare,
order, pay, make or set apart any sum for any Restricted Junior Payment; provided that (a) the Borrower may make regularly scheduled payments of interest in respect of the Senior Subordinated Notes and of any Subordinated Indebtedness
issued in accordance with Sections 6.1(g) and (h) hereof in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the Senior Subordinated Indenture or the indenture
pursuant to which such other Subordinated Indebtedness is issued, as the case may be, in each case, as such indenture may be amended from time to time to the extent permitted under Section 6.13(b), (b) the Borrower may
make Restricted Junior Payments pursuant to and in accordance with stock option plans, stock purchase plans or other benefit plans for management or employees of the Borrower or any Subsidiary including the redemption or purchase of shares of common
stock of the Borrower held by former employees of the Borrower or any Subsidiary following the termination of their employment, in an amount not to exceed $500,000 (plus any amounts received by the Borrower after the Closing Date and prior to making
such Restricted Junior Payment from the issuance of additional shares of its common stock to members of management or employees of the Borrower and its Subsidiaries), (c) the Borrower may make cash dividends and repurchase Capital 

  

 9 








 
Stock of the Borrower in an aggregate amount not to exceed $10,000,000 per Fiscal Year so long as the Consolidated Pro Forma Leverage Ratio shall not
exceed 3.00 to 1.0 both before and after giving pro forma effect to each such Restricted Junior Payment, and (d) the Borrower may make Restricted Junior Payments with proceeds from an Equity Issuance or from the issuance of Subordinated
Indebtedness, in each case, in replacement of, or exchange for, Subordinated Indebtedness permitted under Section 6.1(g) to the extent such Equity Issuance or Subordinated Indebtedness is issued on terms reasonably satisfactory to the
Administrative Agent; provided that in each case (i) the Borrower shall be in pro forma compliance with Section 6.6 both before and after giving pro forma effect to each such Restricted Junior Payment and
(ii) no Event of Default shall have occurred and be continuing or would otherwise arise as a result of any such Restricted Junior Payment. 
  
 ARTICLE II 
 CONDITIONS TO
EFFECTIVENESS 
  
 2.1 Closing Conditions.

  
 This Amendment shall become effective as of the date first
above written upon satisfaction of the following conditions (in form and substance reasonably acceptable to the Administrative Agent): 
  
 (a) Executed Amendment. Receipt by the Administrative Agent of a copy of this Amendment duly executed by each of the Credit Parties
and the Required Lenders. 
  
 (b) Fees.
Receipt by the Administrative Agent of all fees and expenses of the Administrative Agent in connection with the arrangement, preparation, execution and delivery of this Amendment, including, without limitation, the fees and expenses of
Moore & Van Allen PLLC. 
  
 ARTICLE III 

MISCELLANEOUS 
  
 3.1 Amended Terms. All references to the Credit Agreement in each of the Credit Documents shall hereafter mean the Credit Agreement as
amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms. The amendments to the Credit Agreement set
forth in this Amendment shall be effective from and after the date of this Amendment and shall not be applied retroactively. 
  
 3.2 Representations and Warranties of Credit Parties. Each of the Credit Parties represents and warrants as follows: 
  
 (a) It has taken all necessary action to authorize the
execution, delivery and performance of this Amendment. 
  

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 (b) This Amendment has been duly executed and delivered by such Person and constitutes
such Person’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). 
  
 (c) No consent, approval, authorization or order of, or
filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment. 
  
 (d) The representations and warranties set forth in
Article III of the Credit Agreement are true and correct as of the date hereof (except for those which expressly relate to an earlier date). 
  
 (e) No Default or Event of Default exists before or after giving effect to this Amendment. 
  
 3.3 Acknowledgment of Guarantors. The Guarantors acknowledge
and consent to all of the terms and conditions of this Amendment and agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the Credit Documents.

  
 3.4 Release of D. & D. Oil Co., Inc.
Each of the parties hereto agree that D.& D. Oil Co., Inc. (“D&D”) is hereby released from its obligations as a Guarantor under the Credit Agreement and the Joinder Agreement dated as of September 2, 2005, by and among
D&D, the Borrower, the Guarantors party thereto, and the Administrative Agent, is hereby terminated; provided, that the Credit Parties shall cause D&D to become a Guarantor, to execute a new Joinder Agreement and otherwise comply with
the requirements of Section 5.9 of the Credit Agreement (as amended hereby) at such time and to the extent required by Section 5.9 of the Credit Agreement (as amended hereby). 
  
 3.5 Credit Document. This Amendment shall constitute a Credit Document under the terms of the Credit
Agreement. 
  
 3.6 Entirety. This Amendment and the
other Credit Documents embody the entire agreement between the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof. 
  
 3.7 Counterparts; Telecopy. This Amendment may be executed in
any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart to this Amendment by telecopy shall be effective as an
original and shall constitute a representation that an original will be delivered. 
  

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 3.8 Survival. Except as expressly modified and amended in this Amendment, all of the terms
and provisions and conditions of each of the Credit Documents shall remain unchanged. 
  
 3.9 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 
  
 3.10 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 LAW OF THE STATE OF NEW YORK. EACH OF THE CREDIT PARTIES AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF
THE STATE OF NEW YORK SHALL APPLY TO THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS. 
  
 3.11 Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, services of process and waiver of jury trial provisions set forth in Sections 9.14 and 9.17 of the Credit
Agreement are hereby incorporated by reference, mutatis mutandis. 
  

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 IN WITNESS WHEREOF the Borrower, the Guarantors and the Required Lenders have caused this Amendment to be
duly executed on the date first above written. 
  

					
	BORROWER:	 	THE PANTRY, INC.,
	 	 	a Delaware corporation
			
	 	 	By:	 	 /s/ Daniel J. Kelly


	 	 	Name:	 	Daniel J. Kelly
	 	 	Title:	 	Chief Financial Officer, Vice President–Finance
and Secretary
		
	GUARANTORS:	 	R & H MAXXON, INC.,
	 	 	a South Carolina corporation
			
	 	 	By:	 	 /s/ Daniel J. Kelly


	 	 	Name:	 	Daniel J. Kelly
	 	 	Title:	 	Executive Vice President and
	 	 	 	 	Assistant Secretary
		
	 	 	KANGAROO, INC.,
	 	 	a Georgia corporation
			
	 	 	By:	 	 /s/ Daniel J. Kelly


	 	 	Name:	 	Daniel J. Kelly
	 	 	Title:	 	Executive Vice President and
	 	 	 	 	Assistant Secretary
		
	 	 	D. & D. OIL CO., INC.,
	 	 	a Georgia corporation
			
	 	 	By:	 	 /s/ Daniel J. Kelly


	 	 	Name:	 	Daniel J. Kelly
	 	 	Title:	 	Executive Vice President and
	 	 	 	 	Assistant Secretary

  

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 ADMINISTRATIVE AGENT 
 AND LENDERS: 
  

			
	WACHOVIA BANK, NATIONAL ASSOCIATION,
	as Administrative Agent and as a Lender
		
	By:	 	 /s/ Scott Joyce


	Name:  Scott Joyce
	Title:    Vice President


  

 14 








 LENDERS (continued): 
  

			
	LANDMARK CDO LTD
	
	By Aladdin Capital Management LLC, as Manager
		
	By:	 	 /s/ Angela Bozorgmir


	Name:	 	Angela Bozorgmir
	Title:	 	Director


  

 15 








 LENDERS (continued): 
  

			
	ANTARES CAPITAL CORPORATION
		
	By:	 	 /s/ Renee M. Rempee


	Name:	 	Renee M. Rempe
	Title:	 	Senior Vice President


  

 16 








 LENDERS (continued): 
  

			
	ANTARES FUNDING, L.P.
	
	JPMorgan Chase Bank, N.A. as trustee of the Antares
	 Funding Trust created under the Trust Agreement
 dated as of November 30, 1999.

		
	By:	 	 /s/ Baris Akkaya


	Name:	 	Baris Akkaya
	Title:	 	Assistant Treasurer


  

 17 








 LENDERS (continued): 
  

			
	MARINER CDO 2002, LTD.
	By:	 	Antares Asset Management Inc., as Collateral
	 	 	Manager
		
	By:	 	 /s/ David Schmuck


	Name:	 	David Schmuck
	Title:	 	 
	
	NAVIGATOR CDO 2003, LTD.
	By:	 	Antares Asset Management Inc., as Collateral
	 	 	Manager
		
	By:	 	 /s/ David Schmuck


	Name:	 	David Schmuck
	Title:	 	 


  

 18 








 LENDERS (continued): 
  

			
	CPL CBNA LOAN FUNDING LLC FOR ITSELF
	OR AS AGENT FOR CPL CFPI FUNDING LLC
		
	By:	 	 /s/ Mikus Kins


	Name:	 	Mikus Kins
	Title:	 	Attorney-in-Fact


  

 19 








 LENDERS (continued): 
  

			
	SIERRA CLO I, LTD
		
	By:	 	 /s/ John M. Casparian


	Name:	 	John M. Casparian
	Title:	 	Chief Operating Officer
	 	 	Centre Pacific LLC (Manager)


  

 20 








 LENDERS (continued): 
  

					
	Crédit Industriel et Commercial
			
	 By:
	 	 /s/ Anthony Rock
	 	 /s/ Sean Mounier

	Name:	 	Anthony Rock	 	Sean Mounier
	Title:	 	Vice President	 	First Vice President


  

 21 








 LENDERS (continued): 
  

			
	Credit Suisse, Cayman Islands Branch
		
	By:	 	 /s/ Vanessa Gomez


	Name:	 	Vanessa Gomez
	Title:	 	Vice President
		
	By:	 	 /s/ Nupur Kumar


	Name:	 	Nupur Kumar
	Title:	 	Associate


  

 22 








 LENDERS (continued): 
  

			
	Franklin CLO I, Limited
		
	By:	 	 /s/ David Ardini


	Name:	 	David Ardini
	Title:	 	Vice President


  

 23 








 LENDERS (continued): 
  

			
	Franklin CLO II, Limited
		
	By:	 	 /s/ David Ardini


	Name:	 	David Ardini
	Title:	 	Vice President


  

 24 








 LENDERS (continued): 
  

			
	Franklin CLO III, Limited
		
	By:	 	 /s/ David Ardini


	Name:	 	David Ardini
	Title:	 	Vice President


  

 25 








 LENDERS (continued): 
  

			
	FRANKLIN CLO IV, LIMITED
		
	By:	 	 /s/ David Ardini


	Name:	 	David Ardini
	Title:	 	Vice President


  

 26 








 LENDERS (continued): 
  

			
	GSC PARTNERS GEMINI FUND LIMITED
		
	By:	 	GSCP (NJ), L.P., as Collateral Monitor
	By:	 	GSCP (NJ), INC., its General Partner
		
	By:	 	 /s/ Seth Katzenstein


	Name:	 	Seth Katzenstein
	Title:	 	Authorized Signatory
	 	 	GSC Partners


  

 27 








 LENDERS (continued): 
  

			
	GUARANTY BANK
		
	By:	 	 /s/ Michael Ansolabehere


	Name:	 	Michael Ansolabehere
	Title:	 	Vice President


  

 28 








 LENDERS (continued): 
  

			
	INDOSUEZ CAPITAL FUNDING VI LIMITED
	By:	 	Lyon Capital Management LLC
	 	 	As Collateral Manager
		
	By:	 	 /s/ Alexander B. Kenna


	Name:	 	Lyon Capital Management LLC
	 	 	Alexander B. Kenna
	Title:	 	Portfolio Manager


  

 29 








 LENDERS (continued): 
  

			
	Premium Loan Trust I, Ltd.
		
	By:	 	 /s/ Timothy S. Van Kirk


	Name:	 	Timothy S. Van Kirk
	Title:	 	Managing Director


  

 30 








 LENDERS (continued): 
  

			
	LCM I LIMITED PARTNERSHIP
	By:	 	Lyon Capital Management LLC,
	 	 	As Collateral Manager
		
	By:	 	 /s/ Alexander B. Kenna


	Name:	 	Lyon Capital Management LLC
	 	 	Alexander B. Kenna
	Title:	 	Portfolio Manager


  

 31 








 LENDERS (continued): 
  

			
	LCM III, Ltd.
	By:	 	Lyon Capital Management LLC,
	 	 	As Collateral Manager
		
	By:	 	 /s/ Alexander B. Kenna


	Name:	 	Lyon Capital Management LLC
	 	 	Alexander B. Kenna
	Title:	 	Portfolio Manager


  

 32 








 LENDERS (continued): 
  

			
	Venture CDO 2002, Limited
	
	By its investment advisor, MJX Asset
	Management LLC
		
	By:	 	 /s/ Martin Davey


	Name:	 	Martin Davey
	Title:	 	Managing Director


  

 33 








 LENDERS (continued): 
  

			
	Venture II CDO 2002, Limited
	
	By its investment advisor, MJX Asset
	Management LLC
		
	By:	 	 /s/ Martin Davey


	Name:	 	Martin Davey
	Title:	 	Managing Director


  

 34 








 LENDERS (continued): 
  

			
	Venture III CDO, Limited
	
	By its investment advisor, MJX Asset
	Management LLC
		
	By:	 	 /s/ Martin Davey


	Name:	 	Martin Davey
	Title:	 	Managing Director


  

 35 








 LENDERS (continued): 
  

			
	Kitty Hawk Trust
	By:	 	Morgan Stanley Investment Management Inc.
	 	 	as Investment Manager
		
	By:	 	 /s/ John Hayes


	Name:	 	John Hayes
	Title:	 	Vice President


  

 36 








 LENDERS (continued): 
  

			
	Morgan Stanley Prime Income Trust
		
	By:	 	 /s/ Elizabeth Bodisch


	Name:	 	Elizabeth Bodisch
	Title:	 	Authorized Signatory


  

 37 








 LENDERS (continued): 
  

					
	Dryden III - Leveraged Loan CDO 2002
		
	 /s/ Stephen J. Collins

	 	SJC
	By:	 	Prudential Investment Management, Inc.
	 	 	as Collateral Manager
	Name:	 	Stephen J. Collins
	Title:	 	Vice President


  

 38 








 LENDERS (continued): 
  

					
	Dryden IV - Leveraged Loan CDO 2003
		
	 /s/ Stephen J. Collins

	 	SJC
	By:	 	Prudential Investment Management, Inc.
	 	 	as Collateral Manager
	Name:	 	Stephen J. Collins
	Title:	 	Vice President


  

 39 








 LENDERS (continued): 
  

					
	Dryden Leveraged Loan CDO 2002-II
		
	 /s/ Stephen J. Collins

	 	SJC
	By:	 	Prudential Investment Management, Inc.
	 	 	as Collateral Manager
	Name:	 	Stephen J. Collins
	Title:	 	Vice President


  

 40 








 LENDERS (continued): 
  

					
	Loan Funding V, LLC
		
	 /s/ Stephen J. Collins

	 	SJC
	By:	 	Prudential Investment Management, Inc.
	 	 	as Portfolio Manager
	Name:	 	Stephen J. Collins
	Title:	 	Vice President


  

 41 








 LENDERS (continued): 
  

			
	Raymond James Bank, FSB
		
	By:	 	 /s/ Thomas F. Macina


	Name:	 	Thomas F. Macina
	Title:	 	Senior Vice President


  

 42 








 LENDERS (continued): 
  

			
	Ameriprise Certificate Company
	By:	 	RiverSource Investments, LLC as
	 	 	Collateral Manager
		
	By:	 	 /s/ Vincent P. Pham


	Name:	 	Vincent P. Pham
	Title:	 	Director - Operations


  

 43 








 LENDERS (continued): 
  

			
	Centurion CDO 10 Limited
	By:	 	RiverSource Investments, LLC as
	 	 	Collateral Manager
		
	By:	 	 /s/ Vincent P. Pham


	Name:	 	Vincent P. Pham
	Title:	 	Director - Operations


  

 44 








 LENDERS (continued): 
  

			
	Cent CDO 11, Limited
	By:	 	RiverSource Investments, LLC as
	 	 	Collateral Manager
		
	By:	 	 /s/ Vincent P. Pham


	Name:	 	Vincent P. Pham
	Title:	 	Director – Operations


  

 45 








 LENDERS (continued): 
  

			
	Centurion CDO 8, Limited
	By:	 	RiverSource Investments, LLC as
	 	 	Collateral Manager
		
	By:	 	 /s/ Vincent P. Pham


	Name:	 	Vincent P. Pham
	Title:	 	Director - Operations


  

 46 








 LENDERS (continued): 
  

			
	Centurion CDO 9, Limited
	By:	 	RiverSource Investments, LLC as
	 	 	Collateral Manager
		
	By:	 	 /s/ Vincent P. Pham


	Name:	 	Vincent P. Pham
	Title:	 	Director - Operations


  

 47 








 LENDERS (continued): 
  

			
	Centurion CDO II, Ltd.
	By:	 	RiverSource Investments, LLC as
	 	 	Collateral Manager
		
	By:	 	 /s/ Vincent P. Pham


	Name:	 	Vincent P. Pham
	Title:	 	Director - Operations


  

 48 








 LENDERS (continued): 
  

			
	Centurion CDO VI, Ltd.
	By:	 	RiverSource Investments, LLC as
	 	 	Collateral Manager
		
	By:	 	 /s/ Vincent P. Pham


	Name:	 	Vincent P. Pham
	Title:	 	Director – Operations


  

 49 








 LENDERS (continued): 
  

			
	Centurion CDO VII, Ltd.
	By:	 	RiverSource Investments, LLC as
	 	 	Collateral Manager
		
	By:	 	 /s/ Vincent P. Pham


	Name:	 	Vincent P. Pham
	Title:	 	Director – Operations


  

 50 








 LENDERS (continued): 
  

			
	IDS Life Insurance Company
	By:	 	RiverSource Investments, LLC as
	 	 	Collateral Manager
		
	By:	 	 /s/ Vincent P. Pham


	Name:	 	Vincent P. Pham
	Title:	 	Director – Operations


  

 51 








 LENDERS (continued): 
  

			
	Sequils-Centurion V, Ltd.
	By:	 	RiverSource Investments, LLC as
	 	 	Collateral Manager
		
	By:	 	 /s/ Vincent P. Pham


	Name:	 	Vincent P. Pham
	Title:	 	Director – Operations


  

 52 








 LENDERS (continued): 
  

			
	VAN KAMPEN
	SENIOR INCOME TRUST
	By:	 	Van Kampen Asset Management
		
	By:	 	 /s/ Christina Jamieson


	Name:	 	Christina Jamieson
	Title:	 	Executive Director


  

 53 








 LENDERS (continued): 
  

			
	VAN KAMPEN
	SENIOR LOAN FUND
	By:	 	Van Kampen Asset Management
		
	By:	 	 /s/ Christina Jamieson


	Name:	 	Christina Jamieson
	Title:	 	Executive Director


  

 54 








 LENDERS (continued): 
  

			
	WELLS FARGO BANK, N.A.
		
	By:	 	 /s/ S. Michael St. Geme


	Name:	 	S. Michael St. Geme
	Title:	 	Vice President


  

 55