Exhibit 10.3


 


 


Execution Copy


 


FIRST
AMENDMENT


 


FIRST AMENDMENT, dated as of
July 30, 2004 (this “Amendment”), to the Credit Agreement, dated as of
May 13, 2004 (as amended, supplemented or otherwise modified from time to time,
the “Credit Agreement”), among PP HOLDING CORPORATION, a Delaware
corporation (“Holdings”), POLYPORE, INC. (f/k/a PP Acquisition
Corporation), a Delaware corporation (the “Borrower”), the several banks
and other financial institutions or entities from time to time parties thereto
(the “Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, LEHMAN COMMERCIAL
PAPER INC. and UBS SECURITIES LLC, as co-documentation agents, BEAR STEARNS
CORPORATE LENDING INC., as syndication agent, and JPMORGAN CHASE BANK, as
administrative agent (in such capacity, 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 Borrowers;


WHEREAS,
the Borrower has requested, and, upon this Amendment becoming effective, the
Lenders have agreed, that certain provisions of the Credit Agreement be amended
as set forth below;


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


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


PART I


SECTION
2. Amendment to Section 1.1 [Defined Terms].  (a)  Section 1.1 of the
Credit Agreement is hereby amended by inserting the following defined terms in
their appropriate alphabetical order:


“IPO” shall mean the initial public offering
of the shares of common stock of the Parent.


“Moody’s”
shall mean Moody’s Investors Service, Inc.


“S&P”
shall mean Standard & Poor’s Ratings Service.


“SunTrust Lease” shall mean the Equipment
Lease Agreement dated July 29th, 2003 between SunTrust Leasing Corp., its
successors and assigns, and Celgard, Inc.


(b)  The “Capital Expenditures” definition is
hereby amended by deleting the last sentence therein and substituting in lieu
thereof the following sentence:


“Except for purposes of computing Excess Cash
Flow, any buyout payments of (x) the Exide Lease not in excess of $10,000,000
in the aggregate and (y) the SunTrust Lease not in excess of $12,000,000 in the
aggregate shall be deemed not to constitute a Capital Expenditure.”


 


 


 

















 


(c)  The “Consolidated EBITDA”
definition is hereby amended by deleting clause (iv) thereof in its entirety
and substituting in lieu thereof the following:


“(iv) any
non-recurring fees, cash charges and other cash expenses made or incurred in
connection with (A) the Transactions (to the extent paid or otherwise accounted
for within 180 days of the consummation of the Transactions), (B) the IPO, (C)
current and future permitted financing transactions, (D) permitted retirements,
purchases and redemptions of the Senior Subordinated Notes (including, without
limitation, premiums paid and costs incurred in connection therewith) or (E)
the First Amendment to this Agreement”


The “Consolidated EBITDA” definition is hereby further amended by (i)
deleting the term “and” at the end of clause (xi) therein and replacing such
term with a “,” and (ii) inserting the following language at the end of clause
(xii) therein immediately prior to the word “minus”:


“, (xiii) all
operating lease payments not in excess of $3,000,000 associated with the
SunTrust Lease during such period and (xiv) one-time charges in connection with
cleanup costs in the Borrower’s or its Subsidiaries’ Potenza, Italy facility
incurred on or before December 30, 2006 and one-time restructuring costs in
connection with the Membrana facility incurred on or before December 30, 2006
(including, without limitation, in connection with severance and similar costs,
facility closure costs and equipment relocation costs), in each case incurred
during such period and in an aggregate amount with respect to this clause (xiv)
not to exceed $20,000,000 during any period of four consecutive fiscal quarters
ending on or before December 30, 2006”


(d)  The “Excess Cash Flow” definition is hereby amended by deleting clause (A) of the last sentence thereof
and substituting in lieu thereof the following:


“(A) items (iv), (v), (vi), (xiv) and, so long as no Indebtedness is
incurred by Holdings, the Borrower or any Subsidiary in connection with the
buyout of the Exide Lease and the SunTrust Lease, respectively, items (xii) and
(xiii) of clause (a) of the definition of Consolidated EBITDA to the extent
such items are paid in cash during such fiscal year,”


(e)  The “Parent” definition is hereby amended by
deleting such definition in its entirety and substituting in lieu thereof the
following:


“Parent”
shall mean Polypore International, Inc. or any other direct or indirect parent
of Holdings.


(f)  The “Pro Forma Basis”
definition is hereby amended by (i) deleting the phrase “Exide Lease buyout”
set forth in the first sentence thereof and substituting in lieu thereof the
phrase “buyouts of the Exide Lease and the SunTrust Lease” and (ii) deleting
the phrase “buyout of the Exide Lease” set forth in the proviso therein and
substituting in lieu thereof the phrase “buyouts of the Exide Lease and the
SunTrust Lease”.


SECTION
3. Amendment to Section 1.3 [Pro Forma Calculations].  Section 1.3 of the Credit Agreement is
hereby amended by inserting the language “or the SunTrust Lease” immediately
following the phrase “Exide Lease” contained therein.


SECTION
4. Amendment to Section 6.1 [Indebtedness].  Section 6.1 of the Credit Agreement is hereby amended by revising
subsection (g) thereof to delete the words “$400,000,000 at


 


 


2

















 


any time outstanding” set
forth in clause (i) therein and substituting in lieu thereof the words
“$405,915,000 net of any redemptions, repurchases or other repayments made in
respect thereof”.


SECTION
5. Amendment to Section 6.9 [Other Indebtedness; Material Agreements].  Section 6.9(b) of the Credit Agreement is
hereby amended by replacing the parenthetical proviso contained in clause (i)
thereof with the following:


“(provided, however, that the foregoing shall not prohibit any
refinancings of Indebtedness in accordance with Section 6.1(l) or the
conversion of any such Indebtedness into equity securities; and provided,
further, that, notwithstanding the foregoing, Holdings, the Borrower and
each of their Material Subsidiaries shall be permitted to make any of the
payments referred to in clause (i) above (or offer to make such payments) (A)
with the net cash proceeds of the IPO (to the extent Parent directly or
indirectly contributes such proceeds to the Borrower) or (B) with the net cash
proceeds of subsequent equity offerings by the Parent (to the extent Parent
directly or indirectly contributes such proceeds to the Borrower) so long as,
in the case of this clause (B), at such time, (x) no Default or Event of
Default shall have occurred and be continuing either before or after giving
effect to such payment and (y) the Leverage Ratio is less than or equal to 3.25
to 1.0 after giving effect to such payment)”


PART II


SECTION
6. Amendment to Section 6.1 [Indebtedness].  Section 6.1 of the Credit Agreement is hereby amended by revising
subsection (s) thereof to delete the dollar amount “$50,000,000” contained
therein and substituting in lieu thereof the dollar amount “$75,000,000”.


SECTION
7. Amendments to Section 6.4 [Investments, Loans and Advances].  (a) 
Section 6.4 of the Credit Agreement is hereby amended by revising
subsection (a) thereof to delete the dollar amount “$25,000,000” contained
therein and substituting in lieu thereof the dollar amount “$50,000,000”.


(b)  Section 6.4 of the Credit Agreement is
hereby further amended by revising subsection (c) thereof by deleting clause
(iii) thereof in its entirety and substituting in lieu thereof the following:


“(iii) the aggregate amount of loans and advances (net of repayments) made to
Holdings shall not exceed (x) $5,000,000 during any fiscal year of the Borrower
or (y) $25,000,000 during the term of this Agreement; provided, that the
amount of any loans and advances that can be made during any fiscal year
pursuant to clause (iii) above shall be increased by the amount of unused
permitted loans and advances for any preceding fiscal year so long as the
aggregate amount of such loans and advances does not exceed $25,000,000 at any
time during the term of this Agreement”


(c)  Section 6.4 of the Credit Agreement is
hereby further amended by (x) deleting the word “and” at the end of clause (k)
contained therein, (y) renaming clause (m) as clause (n) and (z) inserting the
new clause (m) set forth below in appropriate alphabetical order:


“(m)        the Borrower and Holdings may make loans and advances to
Holdings and/or Parent (x) the proceeds of which shall be applied by Holdings
and/or Parent to pay out of pocket general corporate and overhead expenses
incurred by Holdings and/or Parent not to exceed (together with the total
amount of Restricted Payments made for such purpose under Section 6.6(a)(iv))
$5,000,000 during any fiscal year of the Borrower and (y) in the form of Tax


 


3

















 


 Payments, to the extent directly attributable to (or arising as a
result of) the operations of the Borrower and the Subsidiaries; provided,
however, that (A) the amount of such loans and advances (together
with dividends made pursuant to Section 6.6(a)(iv)) shall not exceed the amount
that the Borrower and the Subsidiaries would be required to pay in respect of
Federal, State and local taxes were the Borrower and the Subsidiaries to pay
such taxes as stand-alone taxpayers, (B) all loans and advances made to
Holdings and/or Parent pursuant to this clause (m) are used by Holdings and/or
Parent for the purposes specified herein within 20 days of the receipt thereof
and (C) in the case of any loan or advance made to Holdings pursuant to this
clause (m), Holdings owns, beneficially and of record, 100% of the issued and
outstanding Equity Interests of the Borrower at the time of such Investment;
and”


SECTION
8. Amendments to Section 6.6 [Restricted Payments; Restrictive Agreements].  (a) 
Section 6.6 of the Credit Agreement is hereby amended by revising clause
(a)(iv) thereof to insert the words “(together with the aggregate amount of
loans and advances made pursuant to Section 6.4(m))” both immediately prior to
the amount “$5,000,000” set forth in clause (x) therein and immediately
following the word “dividends” set forth in clause (A) of the proviso therein.


(b)  Section 6.6 of the Credit
Agreement is hereby further amended by revising clause (a)(v) thereof to insert
(i) after the words “100% of Cumulative Excess Cash Flow that is Not Otherwise
Applied”, the words “minus the aggregate amount of Restricted Payments
made pursuant to Section 6.6(a)(viii)” and (ii) at the end thereof the
following proviso:


“provided,
that no Restricted Payments shall be made under this clause (v) for the purpose
of enabling Parent to make dividend payments on its common stock until on or
after July 30, 2006; and, provided, further, that,
notwithstanding anything herein to the contrary, on or after July 30, 2006,
Restricted Payments may be made under this clause (v) for the purpose of
enabling Parent to make dividend payments on its common stock regardless of
whether the above Leverage Ratio test has been met;”


(c)  Section 6.6 of the Credit Agreement is
hereby further amended by (i) deleting the term “and” set forth at the end of
clause (a)(vi) thereof, (ii) deleting the “.” at the end of clause (vii)
thereof and substituting in lieu thereof the following language “; and” and
(iii) inserting the following clause (viii) immediately after clause (a)(vii):


“(viii) Holdings, the Borrower and its Subsidiaries
may make additional Restricted Payments for the sole purpose of enabling Parent
to pay dividends on its common stock not to exceed (x) $10,000,000 during the
period from July 30, 2004 through July 29, 2005 and (y) $10,000,000 during the
period from July 30, 2005, through July 29, 2006.”


PART III


SECTION
9. Amendment to Section 1.1 [Defined Terms].  (a)  The “Applicable
Percentage” definition is hereby amended by deleting the two left columns of
the table set forth therein in their entirety (the columns located under the
headings “Eurodollar Spread-Term Loans” and “ABR Spread-Term Loans”) and
substituting in lieu thereof the following two columns:


 


 


4

















 


	
  Eurodollar Spread—

  Term Loans

  	
   

  	
  ABR Spread—  Term Loans

  
	
  2.25%

  	
   

  	
  1.25%

  



(b)  The “Applicable Percentage” definition is
hereby further amended by inserting the following language at the end thereof


The
Applicable Percentage for Eurodollar Spread-Term Loans shall be reduced to
2.00%, and the Applicable Percentage for ABR Spread-Term Loans shall be reduced
to 1.00% upon (and for so long as) (x) the Leverage Ratio being less than 4.0
to 1.0 or (y) the senior secured credit rating of the Borrower being rated at
least “Ba3” by Moody’s and “BB-” by S&P, each with a stable outlook or
better.  Each change in the Applicable
Percentage resulting from a change in the Leverage Ratio or a change in the
senior secured credit rating of the Borrower shall be effective with respect to
all Term Loans outstanding on and after (the “Term Loan Adjustment Date”)
(i) with respect to changes in the Leverage Ratio, the date of delivery to the
Administrative Agent of the financial statements and certificates required by
Section 5.4(a) or (b) and Section 5.4(c), respectively, indicating
such change and (ii) with respect to changes in the senior secured credit
rating of the Borrower, the first Business Day following the date on which Moody’s
or S&P, respectively, announces such change in ratings, and until the next
Term Loan Adjustment Date.


SECTION 10. Conditions to Effectiveness of Amendment.  (a) The amendments
set forth in Part I of this Amendment (other than the amendments solely
relating to transaction costs associated with the IPO referred to in clause
(a)(iv)(B) of the “Consolidated EBITDA” definition and the corresponding
reference in the “Excess Cash Flow” definition) shall be effective on the date on which all of the following conditions precedent
have been satisfied or waived (the “First Effective Date”):


(i)            The
Administrative Agent (or its counsel) shall have received a counterpart of this
Amendment, executed and delivered by a duly authorized officer of each of (A)
Holdings, (B) the Borrower and (C) the Required Lenders;


(ii)           The
Borrower shall have paid all fees and expenses of the Administrative Agent,
including the reasonable fees and expenses of counsel to the Administrative
Agent;


(iii)          After giving effect to the Amendment,
no Default or Event of Default shall have occurred and be continuing; and


(iv)
         The Administrative Agent shall
have received such fees as separately agreed between the Administrative Agent
(or any of its Affiliates) and the Borrower.


(b)  The amendments set forth in Part II of this
Amendment (together with the amendments set forth in Part I solely relating to
transaction costs associated with the IPO referred to in clause (a)(iv)(B) of
the “Consolidated EBITDA” definition and the corresponding reference in the “Excess
Cash Flow” definition) shall be effective on the date
on which all of the following conditions precedent have been satisfied or
waived (the “Second Effective Date”):


(i)            The conditions set forth in Section
10(a) above shall have been satisfied; and


(ii)           (A) 
The IPO shall have been consummated on or before September 30, 2004, and
(B) the Borrower shall have purchased, retired or redeemed (or made
arrangements


 


5

















 


satisfactory to the
Administrative Agent to do so; it being understood that open market purchases,
a cash tender offer pursuant to documents provided to the Administrative Agent
on or before the Second Effective Date and arrangements for redemptions
pursuant to the Senior Subordinated Note Indenture are all satisfactory to the
Administrative Agent) the Loans or the Senior Subordinated Notes in an
aggregate principal amount not less than $75,000,000.


(c)  The amendment set forth in Part III of this
Amendment shall be effective on the date on which all of the following
conditions precedent have been satisfied or waived (the “Third Effective
Date”):


(i)            The conditions set forth in Section
10(a) above shall have been satisfied; and


(ii)           The
Administrative Agent (or its counsel) shall have received (after giving effect
to any assignments entered into pursuant to Section 2.20) a counterpart of this
Amendment, executed and delivered by a duly authorized officer of each of the
Lenders with Term Loan Commitments.


(d)  The Administrative Agent shall notify the
Borrower and each Lender (via IntraLinks or such other means reasonably
determined by the Administrative Agent) of the occurrence of the First
Effective Date, the Second Effective Date and the Third Effective Date.


SECTION 11. Representations and
Warranties.  Each of the
representations and warranties made by each of Holdings and the Borrower in or
pursuant to the Loan Documents shall be true and correct in all material
respects on and as of the date hereof as if made as of the date hereof, except
for representations and warranties expressly stated to relate to a specific
earlier date, in which case such representations and warranties were true and
correct in all material respects as of such earlier date; provided, that
each reference to the Credit Agreement therein shall be deemed to be a
reference to the Credit Agreement after giving effect to this Amendment.


SECTION 12. Effect on the Loan
Documents.  (a) Except as
specifically amended above, the Credit Agreement and all other Loan Documents
shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed.


(b)           The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of any
Lender or the Administrative Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.


SECTION 13. Expenses.  Holdings and the Borrower agree to pay or
reimburse the Administrative Agent for all of its out-of-pocket costs and
reasonable expenses incurred in connection with this Amendment, any other
documents prepared in connection herewith and the transaction contemplated
hereby, including, without limitation, the reasonable fees and disbursements of
counsel to the Administrative Agent.


SECTION 14. Affirmation of Guaranty
and Credit Agreement.  The Guarantors hereby consent to this Amendment and hereby
confirm, reaffirm and restate that their obligations under or in respect of the
Credit Agreement and the documents related thereto to which they are a party
are and shall remain in full force and effect after giving effect to the
foregoing Amendment.


SECTION 15. GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


6

















 


 


SECTION 16. Execution in
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.


 


[Remainder
of page intentionally left blank.]


 


7

















 


 


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


	
   

  	
  PP HOLDING CORPORATION

  	 

	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lynn Amos

  
	
   

  	
  Name: Lynn Amos

  	 

	
   

  	
  Title: Chief Financial Officer, Treasurer
  and Secretary

  	 

				



 


 


	
   

  	
  POLYPORE, INC., as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lynn Amos

  
	
   

  	
  Name: Lynn Amos

  
	
   

  	
  Title: Chief Financial Officer, Treasurer
  and Secretary

  



 


 


	
   

  	
  JP MORGAN CHASE BANK, as Administrative
  Agent

  and a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas H. Kozlark

  
	
   

  	
  Name: Thomas H. Kozlark

  
	
   

  	
  Title:Vice President

  



 


 


	
   

  	
  BEAR STEARNS CORPORATE LENDING INC., as
  Syndication Agent and a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Victor
  Bulzacchelli

  
	
   

  	
  Name: Victor Bulzacchelli

  
	
   

  	
  Title: Vice President

  



 


 


	
   

  	
  GENERAL
  ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agent and a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vish
  Sathappan

  
	
   

  	
  Name: Vish Sathappan

  
	
   

  	
  Title: Vice President

  



 


 


	
   

  	
  LEHMAN
  COMMERCIAL PAPER INC., as Co-Documentation Agent and a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Francis
  Chang

  
	
   

  	
  Name: Francis Chang

  
	
   

  	
  Title: Authorized Signatory

  



 


 


8

















 


	
  ING
  CAPITAL LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  David Scott Orner

  
	
  Name:
  Gavin D. Young

  
	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NATIONAL
  CITY BANK

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Gavin D. Young

  
	
  Name:  Gavin D. Young

  
	
  Title:  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LEHMAN
  COMMERCIAL PAPER, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Francis Chang

  
	
  Name:
  Francis Chang

  
	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK
  OF TOKYO3⁄4MITSUBISHI
  TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Eric J. Planey

  
	
  Name:
  Eric J. Planey

  
	
  Title:
  Assistant Vice President

  
				



 


9

















 


	
  ARCHIMEDES
  FUNDING III, LTD.

  
	
  BY:
  ING Capital Advisors LLC, as Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Gordon R. Cook

  
	
  Name:  Gordon R. Cook

  
	
  Title:  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARCHIMEDES
  FUNDING IV (CAYMAN), LTD.

  
	
  BY:
  ING Capital Advisors LLC, as Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Gordon R. Cook

  
	
  Name:
  Gordon R. Cook

  
	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NEMEAN
  CLO, LTD.

  
	
  BY:
  ING Capital Advisors LLC, as Investment Manager

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Gordon R. Cook

  
	
  Name:
  Gordon R. Cook

  
	
  Title:
  Managing Director

  
					



 


10

















 


	
  ENDURANCE
  CLO I, LTD

  
	
  c/o:
  ING Capital Advisors LLC, as Portfolio Manager

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Gordon R. Cook

  
	
  Name:
  Gordon R. Cook

  
	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ING-ORYX
  CLO, LTD

  
	
  BY:
  ING Capital Advisors LLC, as Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Gordon R. Cook

  
	
  Name:
  Gordon R. Cook

  
	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WESTERN
  ASSET FLOATING RATE HIGH INCOME FUND

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  WESTERN ASSET FLOATING RATE HIGH INCOME FUND

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ING
  CAPITAL MANAGEMENT LTD, acting as Investment Advisor for ____

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  DJ Wilson

  
	
  Name:
  DJ Wilson

  
	
  Title:  Managing Director

  
				



 


11

















 


	
  CLARENVILLE
  CEDO, SA

  
	
  By:
  Pacific Investment Management Company LLC, as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Mohan V. Phansalkar

  
	
  Name:
  Mohan V. Phansalkar

  
	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INTERCONTINENTAL
  CDO S.A.

  
	
  By:
  Pacific Investment Management Company LLC, as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Mohan V. Phansalkar

  
	
  Name:
  Mohan V. Phansalkar

  
	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INVESCO
  EUROPEAN CO I S.A.

  
	
  By:
  INVESCO Senior Secured Management, Inc. as Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/
  Joseph Rotondo

  
	
  Name:
  Joseph Rotondo

  
	
  Title:
  Authorized Signatory

  
				



 


12

















 


	
  PETRUSSE
  EUROPEAN CLO S.A.

  
	
  By:  INVESCO Senior Secured Management, Inc. as
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/
  Joseph Rotondo

  
	
  Name:
  Joseph Rotondo

  
	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  RMF
  EURO CDO S.A.

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/
  Nick Martin

  
	
  Name:
  Nick Martin

  
	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  RMF
  EURO CDO II S.A.

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/
  Nick Martin

  
	
  Name:
  Nick Martin

  
	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JUPITER
  LOAN FUNDING LLC

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/
  Meredith J. Koslick

  
	
  Name:
  Meredith J. Koslick

  
	
  Title:
  Assistant Vice President

  
				



 


13

















 


	
  WINGED
  FOOT FUNDING TRUST

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Diana
  M. Himes

  
	
  Name:
  Diana M. Himes

  
	
  Title:
  Authorized Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LANDMARK
  IV CDO LIMITED

  
	
  By:
  Aladdin Capital Management LLC, As Manager

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/
  Joseph Moroney

  
	
  Name:
  Joseph Moroney

  
	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PACIFIC
  CDO III, LTD

  
	
  By:
  Lacontra Inc. as its Investment Manager

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/
  PACIFIC CDO III, LTD

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AIMCO
  CDO SERIES 2000-A

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/
  AIMCO COO SERIES 2000-A

  
				



 


14

















 


	
  ALLSTATE
  LIFE INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  ALLSTATE LIFE INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AMERICAN
  EXPRESS CERTIFICATE COMPANY

  
	
  By:
  American Express Asset Management Group as Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Yvonne E. Stevens

  
	
  Name:
  Yvonne E. Stevens

  
	
  Title:
  Senior Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CENTURION
  CDO II, LTD.

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

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/ Leanne
  Stavrakis

  
	
  Name:
  Leanne Stavrakis

  
	
  Title:
  Director - Operations

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CENTURION
  CDO VI, LTD.

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

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/ Leanne
  Stavrakis

  
	
  Name:
  Leanne Stavrakis

  
	
  Title:
  Director - Operations

  
					



 


15

















 


	
  CENTURION
  CDO VII, LTD.

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

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Leanne Stavrakis

  
	
  Name:
  Leanne Stavrakis

  
	
  Title:
  Director - Operations

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  IDS
  LIFE INSURANCE COMPANY

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

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Yvonne E. Stevens

  
	
  Name:
  Yvonne E. Stevens

  
	
  Title:
  Senior Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  KZH
  CYPRESSTREE-1 LLC

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Dorian Herrera

  
	
  Name:
  Dorian Herrera

  
	
  Title:
  Authorized Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  KZH
  STERLING LLC

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Dorian Herrera

  
	
  Name:
  Dorian Herrera

  
	
  Title:
  Authorized Agent

  
				



 


16

















 


	
  SEQUILS-CENTURION
  V, LTD.

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

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Leanne Stavrakis

  
	
  Name:
  Leanne Stavrakis

  
	
  Title:
  Director - Operations

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NAVIGATOR
  CDO 2003, LTD.

  
	
  By:
  Antares Asset Management Inc., as Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  David Mahon

  
	
  Name:
  David Mahon

  
	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BILL
  & MELINDA GATES FOUNDATION

  
	
  By:
  Babson Capital Management LLC as Investment Adviser

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Glenn P. Duffy, CFA

  
	
  Name:
  Glenn P. Duffy, CFA

  
	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MAPLEWOOD
  (CAYMAN) LIMITED

  
	
  By:
  Babson Capital Management LLC under delegated authority from Massachusetts
  Mutual Life Insurance Company as Investment Manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Glenn P. Duffy, CFA

  
	
  Name:
  Glenn P, Duffy, CFA

  
	
  Title:
  Managing Director

  
					



 


17

















 


	
  MASSACHUSETTS
  MUTUAL LIFE INSURANCE COMPANY

  
	
  By:
  Babson Capital Management LLC as Investment Advisor

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Glenn P. Duffy, CFA

  
	
  Name:
  Glenn P. Duffy, CFA

  
	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SUFFIELD
  CLO, LIMITED

  
	
  By:
  Babson Capital Management LLC as Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Glenn P. Duffy, CFA

  
	
  Name:
  Glenn P. Duffy, CFA

  
	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SANKATY
  ADVISORS, LLC as Collateral Manager for AVERY POINT CLO, LTD., as Term Lender

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Diane J. Exter

  
	
  Name:
  Diane J. Exter

  
	
  Title:
  Managing Director
          Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SANKATY
  ADVISORS, LLC as Collateral Manager for Castle Hill I - INGOTS, Ltd., as Term
  Lender

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Diane J. Exter

  
	
  Name:
  Diane J. Exter

  
	
  Title:
  Managing Director
          Portfolio Manager

  
					



 


18

















 


	
  SANKATY
  ADVISORS, LLC as Collateral Manager for Castle Hill II - INGOTS, Ltd., as
  Term Lender

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Diane J. Exter

  
	
  Name:
  Diane J. Exter

  
	
  Title:
  Managing Director
          Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SANKATY
  ADVISORS, LLC as Collateral Manager for Castle Hill III CLO, Limited, as Term
  Lender

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Diane J. Exter

  
	
  Name:
  Diane J. Exter

  
	
  Title:
  Managing Director
          Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HARBOUR
  TOWN FUNDING LLC

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Meredith J. Koslick

  
	
  Name:
  Meredith J. Koslick

  
	
  Title:
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SANKATY
  ADVISORS, LLC as Collateral Manager for Race Point CLO, Limited, as Term
  Lender

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Diane J. Exter

  
	
  Name:
  Diane J. Exter

  
	
  Title:
  Managing Director
          Portfolio Manager

  
					



 


19

















 


	
  SANKATY
  ADVISORS, LLC as Collateral Manager for Race Point II CLO, Limited, as Term
  Lender

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Diane J. Exter

  
	
  Name:
  Diane J. Exter

  
	
  Title:
  Managing Director
          Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SANKATY
  ADVISORS, LLC as Collateral Manager for Prospect Funding I, LLC as Term
  Lender

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Diane J. Exter

  
	
  Name:
  Diane J. Exter

  
	
  Title:
  Managing Director
          Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PPM
  MONARCH BAY FUNDING LLC

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Meredith J. Koslick

  
	
  Name:
  Meredith J. Koslick

  
	
  Title:
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BLACKROCK
  SENIOR INCOME SERIES MAGNETITE IV CLO, LIMITED MAGNETITE V CLO, LIMITED
  SENIOR LOAN PORTFOLIO

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Tom Colwell

  
	
  Name:
  Tom Colwell

  
	
  Title:
  Authorized Signatory

  
					



 


20

















 


	
  BEAR
  STEARNS LOAN TRUST

  
	
  By:
  Bear Stearns Asset Management, Inc., as its attorney-in-fact

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Bear Stearns Asset Management, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BRAYMOOR
  & CO.

  
	
  By:
  Bear Stearns Asset Management, Inc., as its attorney-in-fact

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Bear Stearns Asset Management, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GALLATIN
  FUNDING I LTD.

  
	
  By:
  Bear Stearns Asset Management, Inc., as Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Bear Stearns Asset Management, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GRAYSTON
  CLO 2001-01 LTD.

  
	
  By:
  Bear Stearns Asset Management, Inc., as Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Bear Stearns Asset Management, Inc.

  
					



 


21

















 


	
  GRAYSTON
  CLO II 2004-01 LTD.

  
	
  By:
  Bear Stearns Asset Management, Inc., as Collateral Manager

  
	
   

  
	
  By:
  

  	
  /s/
  Bear Stearns Asset Management, Inc.

  
	
  Name:

  
	
  Title:
  Associate Director

  
	
   

  
	
   

  
	
  CALLIDUS
  DEBT PARTNERS CLO FUND II, LTD.

  
	
  By:
  Its Collateral Manager, Callidus Capital Management, LLC

  
	
   

  
	
  By:
  

  	
  /s/
  Mavis Taintor

  
	
  Name:
  Mavis Taintor

  
	
  Title:
  Managing Director

  
	
   

  



 


22

















 


	
  CITADEL
  CREDIT TRADING LTD.

  
	
  By:
  Citadel Limited Partnership, its Portfolio Manager

  
	
  By:
  GLB Partners, L.P., its General Partner

  
	
  By:
  Citadel Investment Group, L.L.C., its General Partner

  
	
   

  
	
  By:
  

  	
  /s/
  James E. Bolin

  
	
  Name:
  James E. Bolin

  
	
  Title:
  Managing Director

  
	
   

  
	
   

  
	
  CITADEL
  EQUITY FUND, LTD.

  
	
  By:
  Citadel Limited Partnership, its Portfolio Manager

  
	
  By:
  GLB Partners, L.P., its General Partner

  
	
  By:
  Citadel Investment Group, L.L.C., its General Partner

  
	
   

  
	
  By:
  

  	
  /s/
  James E. Bolin

  
	
  Name:
  James E. Bolin

  
	
  Title:
  Managing Director

  
	
   

  
	
   

  
	
  ECL
  FUNDING LLC

  
	
   

  
	
  By:
  

  	
  /s/
  Shawn Hendrickson

  
	
  Name:
  Shawn Hendrickson

  
	
  Title:
  Attorney-in-fact

  
	
   

  



 


23

















 


	
  COLUMBUS
  LOAN FUNDING LTD.

  
	
  By:
  Travelers Asset Management International

  Company LLC

  
	
   

  
	
  By:
  

  	
  /s/
  John O’Connell

  
	
  Name:
  John O’Connell

  
	
  Title:
  Vice President

  
	
   

  
	
   

  
	
  CITIGROUP
  FINANCIAL PRODUCTS, INC.

  
	
  By:
  Antares Asset Management Inc., as Agent

  
	
   

  
	
  By:
  

  	
  /s/
  David Mahon

  
	
  Name:
  David Mahon

  
	
  Title:
  Vice President

  
	
   

  
	
   

  
	
  CSAM
  FUNDING I

  
	
   

  
	
  By:
  

  	
  /s/
  David H. Lerner

  
	
  Name:
  David H. Lerner

  
	
  Title:
  Authorized Signatory

  
	
   

  
	
   

  
	
  CSAM
  FUNDING III

  
	
   

  
	
  By:
  

  	
  /s/
  David H. Lerner

  
	
  Name:
  David H. Lerner

  
	
  Title:
  Authorized Signatory

  
	
   

  
	
   

  
	
  CSAM
  FUNDING IV

  
	
   

  
	
  By:
  

  	
  /s/
  David H. Lerner

  
	
  Name:
  David H. Lerner

  
	
  Title:
  Authorized Signatory

  
	
   

  



 


24

















 


	
  BRYN
  MAWR CLO, LTD.

  
	
  By:
  Deerfield Capital Management LLC as its Collateral Manager

  
	
   

  
	
  By:
  

  	
  /s/
  Dan Hattori

  
	
  Name:
  Dan Hattori

  
	
  Title:
  Senior Vice President

  
	
   

  
	
   

  
	
  FOREST
  CREEK CLO, LTD.

  
	
  By:
  Deerfield Capital Management LLC as its Collateral Manager

  
	
   

  
	
  By:
  

  	
  /s/
  Dan Hattori

  
	
  Name:
  Dan Hattori

  
	
  Title:
  Senior Vice President

  
	
   

  
	
   

  
	
  LONG
  GROVE CLO, LIMITED.

  
	
  By:
  Deerfield Capital Management LLC as its Collateral Manager

  
	
   

  
	
  By:
  

  	
  /s/
  Dan Hattori

  
	
  Name:
  Dan Hattori

  
	
  Title:
  Senior Vice President

  
	
   

  
	
   

  
	
  MUIRFIELD
  TRADING LLC

  
	
   

  
	
  By:
  

  	
  /s/
  Meredith J. Koslick

  
	
  Name:
  Meredith J. Koslick

  
	
  Title:
  Assistant Vice President

  
	
   

  



 


25

















 


	
  ROSEMONT
  CLO, LTD.

  
	
  By:
  Deerfield Capital Management LLC as its Collateral Manager

  
	
   

  
	
  By:
  

  	
  /s/
  Dan Hattori

  
	
  Name:
  Dan Hattori

  
	
  Title:
  Senior Vice President

  
	
   

  
	
   

  
	
  DENALI
  CAPITAL LLC, managing member of DC Funding Partners, portfolio manager for
  DENALI CAPITAL CLO IV, LTD., or an affiliate

  
	
   

  
	
  By:
  

  	
  /s/
  John P. Thacker

  
	
  Name:
  John P. Thacker

  
	
  Title:
  Chief Credit Officer

  
	
   

  



 


26

















 


	
  DENALI
  CAPITAL LLC, managing member of DC Funding Partners, portfolio manager for
  DENALI CAPITAL CLO I, LTD., or an affiliate

  
	
   

  
	
  By:
  

  	
  /s/
  John P. Thacker

  
	
  Name:
  John P. Thacker

  
	
  Title:
  Chief Credit Officer

  
	
   

  
	
   

  
	
  DENALI
  CAPITAL LLC, managing member of DC Funding Partners, portfolio manager for
  DENALI CAPITAL CLO II, LTD., or an affiliate

  
	
   

  
	
  By:
  

  	
  /s/
  John P. Thacker

  
	
  Name:
  John P. Thacker

  
	
  Title:
  Chief Credit Officer

  
	
   

  
	
   

  
	
  DENALI
  CAPITAL LLC, managing member of DC Funding Partners, portfolio manager for
  DENALI CAPITAL CLO III, LTD., or an affiliate

  
	
   

  
	
  By:
  

  	
  /s/
  John P. Thacker

  
	
  Name:
  John P. Thacker

  
	
  Title:
  Chief Credit Officer

  
	
   

  
	
   

  
	
  BIG
  SKY III SENIOR LOAN TRUST

  
	
  By:
  Eaton Vance Management as Investment Advisor

  
	
   

  
	
  By:
  

  	
  /s/
  Payson F. Swaffield

  
	
  Name:
  Payson F. Swaffield

  
	
  Title:
  Vice President

  



 


27

















 


	
  COSTANTINUS
  EATON VANCE CDO V, LTD.

  
	
  By:
  Eaton Vance Management as Investment Advisor

  
	
   

  
	
  By:
  

  	
  /s/
  Payson F. Swaffield

  
	
  Name:
  Payson F. Swaffield

  
	
  Title:
  Vice President

  
	
   

  
	
   

  
	
  EATON
  VANCE CDO III, LTD.

  
	
  By:
  Eaton Vance Management as Investment Advisor

  
	
   

  
	
  By:
  

  	
  /s/
  Payson F. Swaffield

  
	
  Name:
  Payson F. Swaffield

  
	
  Title:
  Vice President

  
	
   

  
	
   

  
	
  EATON
  VANCE CDO VI LTD.

  
	
  By:
  Eaton Vance Management as Investment Advisor

  
	
   

  
	
  By:
  

  	
  /s/
  Payson F. Swaffield

  
	
  Name:
  Payson F. Swaffield

  
	
  Title:
  Vice President

  
	
   

  
	
   

  
	
  EATON
  VANCE INSTITUTIONAL SENIOR LOAN FUND

  
	
  By:
  Eaton Vance Management as Investment Advisor

  
	
   

  
	
  By:
  

  	
  /s/
  Payson F. Swaffield

  
	
  Name:
  Payson F. Swaffield

  
	
  Title:
  Vice President

  
	
   

  



 


28

















 


	
  EATON
  VANCE LIMITED DURATION INCOME FUND

  
	
  By:
  Eaton Vance Management as Investment Advisor

  
	
   

  
	
  By:
  

  	
  /s/
  Payson F. Swaffield

  
	
  Name:
  Payson F. Swaffield

  
	
  Title:
  Vice President

  
	
   

  
	
   

  
	
  EATON
  VANCE SENIOR FLOATING-RATE TRUST

  
	
  By:
  Eaton Vance Management as Investment Advisor

  
	
   

  
	
  By:
  

  	
  /s/
  Payson F. Swaffield

  	 

	
  Name:
  Payson F. Swaffield

  
	
  Title:
  Vice President

  
	
   

  
	
   

  
	
  EATON
  VANCE SENIOR INCOME TRUST

  
	
  By:
  Eaton Vance Management as Investment Advisor

  
	
   

  
	
  By:
  

  	
  /s/
  Payson F. Swaffield

  
	
  Name:
  Payson F. Swaffield

  
	
  Title:
  Vice President

  
	
   

  



 


29

















 


	
  EATON
  VANCE VT FLOATING-RATE INCOME FUND

  
	
  By:
  Eaton Vance Management as Investment Advisor

  
	
   

  
	
  By:
  

  	
  /s/
  Payson F. Swaffield

  
	
  Name:
  Payson F. Swaffield

  
	
  Title:
  Vice President

  
	
   

  
	
   

  
	
  GRAYSON
  & CO.

  
	
  By:
  Boston Management and Research as Investment Advisor

  
	
   

  
	
  By:
  

  	
  /s/
  Payson F. Swaffield

  
	
  Name:
  Payson F. Swaffield

  
	
  Title:
  Vice President

  
	
   

  
	
   

  
	
  OXFORD
  STRATEGIC INCOME FUND

  
	
  By:
  Eaton Vance Management as Investment Advisor

  
	
   

  
	
  By:
  

  	
  /s/
  Payson F. Swaffield

  
	
  Name:
  Payson F. Swaffield

  
	
  Title:
  Vice President

  
	
   

  
	
   

  
	
  SENIOR
  DEBT PORTFOLIO

  
	
  By:
  Boston Management and Research as Investment Advisor

  
	
   

  
	
  By:
  

  	
  /s/
  Payson F. Swaffield

  
	
  Name:
  Payson F. Swaffield

  
	
  Title:
  Vice President

  
	
   

  



 


30

















 


	
  TOLLI
  & CO.

  
	
  By:
  Eaton Vance Management as Investment Advisor

  
	
   

  
	
  By:
  

  	
  /s/
  Payson F. Swaffield

  
	
  Name:
  Payson F. Swaffield

  
	
  Title:
  Vice President

  
	
   

  
	
   

  
	
  BALLYROCK
  CDO I LIMITED

  
	
  By:
  BALLYROCK Investment Advisors LLC, as Collateral Manager

  
	
   

  
	
  By:
  

  	
  /s/
  Lisa Rymut

  
	
  Name:
  Lisa Rymut

  
	
  Title:
  Assistant Treasurer

  
	
   

  
	
   

  
	
  BALLYROCK
  CDO II LIMITED

  
	
  By:
  BALLYROCK Investment Advisors LLC, as Collateral Manager

  
	
   

  
	
  By:
  

  	
  /s/
  Lisa Rymut

  
	
  Name:
  Lisa Rymut

  
	
  Title:
  Assistant Treasurer

  
	
   

  
	
   

  
	
  FIDELITY
  ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND

  
	
   

  
	
  By:
  

  	
  /s/
  John H. Costello

  
	
  Name:
  John H. Costello

  
	
  Title:
  Assistant Treasurer

  
	
   

  



 


31

















 


	
  FLAGSHIP
  CLO II

  
	
   

  
	
  By:
  

  	
  /s/
  Mark S. Pelletier

  
	
  Name:
  Mark S. Pelletier

  
	
  Title:
  Director

  
	
   

  
	
   

  
	
  FLAGSHIP
  CLO III

  
	
  By:
  Flagship Capital Management, Inc. its Attorney-in-Fact

  
	
   

  
	
  By:
  

  	
  /s/
  Mark S. Pelletier

  
	
  Name:
  Mark S. Pelletier

  
	
  Title:
  Director

  
	
   

  
	
   

  
	
  FLAGSHIP
  CLO 2001-1

  	
   

  
	
   

  
	
  By:
  

  	
  /s/
  Mark S. Pelletier

  
	
  Name:
  Mark S. Pelletier

  
	
  Title:
  Director

  
	
   

  
	
   

  
	
  LONG
  LANE MASTER TRUST IV

  
	
   

  
	
  By:
  

  	
  /s/
  Diana M. Himes

  
	
  Name:
  Diana M. Himes

  
	
  Title:
  Authorized Agent

  
	
   

  
	
   

  
	
  FOOTHILL
  INCOME TRUST II, L.P.

  
	
  By:
  FIT II G.P., its general partner

  
	
   

  	
   

  
	
  By:
  

  	
  /s/
  Dennis R. Ascher

  
	
  Name:
  Dennis R. Ascher

  
	
  Title:
  Managing Member

  
				



 


32

















 


	
  FOREST
  MULTI-STRATEGY MASTER FUND SPC, on behalf of its Multi-Strategy Segregated
  Portfolio

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  David Teolis

  
	
  Name:
  David Teolis

  
	
  Title:
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FRANKLIN
  FLOATING RATE TRUST

  
	
  FRANKLIN
  FLOATING RATE DAILY ACCESS FUND

  
	
  FRANKLIN
  FLOATING RATE MASTER SERIES

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  FRANKLIN FLOATING RATE TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


33

















 


	
  LOAN
  FUNDING VII LLC (Valhalla)

  
	
  By:
  Highland Capital Management, L.P. as Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Todd Travers

  
	
  Name:
  Todd Travers

  
	
  Title:
  Senior Portfolio Manager
         Highland Capital Management,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  RESTORATION
  FUNDING CLO, LTD.

  
	
  By:
  Highland Capital Management, L.P. as Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Todd Travers

  
	
  Name:
  Todd Travers

  
	
  Title:
  Senior Portfolio Manager
         Highland Capital Management,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COLUMBIA
  FLOATING RATE LIMITED LIABILITY COMPANY

  
	
  By:
  Highland Capital Management, L.P. as Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Todd Travers

  
	
  Name:
  Todd Travers

  
	
  Title:
  Senior Portfolio Manager
         Highland Capital Management,
  L.P.

  
				



 


34

















 


	
  COLUMBIA
  FLOATING RATE ADVANTAGE FUND

  
	
  By:
  Highland Capital Management, L.P. as Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Todd Travers

  
	
  Name:
  Todd Travers

  
	
  Title:
  Senior Portfolio Manager
         Highland Capital Management,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AIM
  FLOATING RATE FUND

  
	
  By:
  INVESCO Senior Secured Management, Inc. as Sub-Adviser

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Joseph Rotondo

  
	
  Name:
  Joseph Rotondo

  
	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AVALON
  CAPITAL LTD. 2

  
	
  By:
  INVESCO Senior Secured Management, Inc. as Portfolio Advisor

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Joseph Rotondo

  
	
  Name:
  Joseph Rotondo

  
	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CHAMPLAIN
  CLO, LTD.

  
	
  By:
  INVESCO Senior Secured Management, Inc. as Collateral Adviser

  
	
   

  
	
  By:
  

  	
  /s/
  Joseph Rotondo

  
	
  Name:
  Joseph Rotondo

  
	
  Title:
  Authorized Signatory

  
					



 


35

















 


	
  CHARTER
  VIEW PORTFOLIO

  
	
  By:
  INVESCO Senior Secured Management, Inc. as Investment Advisor

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Joseph Rotondo

  
	
  Name:
  Joseph Rotondo

  
	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DIVERSIFIED
  CREDIT PORTFOLIO LTD.

  
	
  By:
  INVESCO Senior Secured Management, Inc. as Investment Advisor

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Joseph Rotondo

  
	
  Name:
  Joseph Rotondo

  
	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SEQUILS-LIBERTY,
  LTD.

  
	
  By:
  INVESCO Senior Secured Management, Inc. as Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Joseph Rotondo

  
	
  Name:
  Joseph Rotondo

  
	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SAGAMORE
  CLO LTD.

  
	
  By:
  INVESCO Senior Secured Management, Inc. as Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Joseph Rotondo

  
	
  Name:
  Joseph Rotondo

  
	
  Title:
  Authorized Signatory

  
					



 


36

















 


	
  SARATAOGA
  CLO I, LIMITED.

  
	
  By:
  INVESCO Senior Secured Management, Inc. as Asset Manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Joseph Rotondo

  
	
  Name:
  Joseph Rotondo

  
	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CONTINENTAL
  CASUALTY COMPANY

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Marilou R. McGirr

  
	
  Name:
  Marilou R. McGirr

  
	
  Title:
  Vice President and Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MADISON
  AVENUE CDO III LTD.

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  James R. Dingler

  
	
  Name:
  James R. Dingler

  
	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  METLIFE
  BANK, N.A.

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  James R. Dingler

  
	
  Name:
  James R. Dingler

  
	
  Title:
  Director

  
					



 


37

















 


	
  METROPOLITAN
  LIFE INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  James R. Dingler

  
	
  Name:
  James R. Dingler

  
	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MORGAN
  STANLEY PRIME INCOME TRUST

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Elizabeth Bodisch

  
	
  Name:
  Elizabeth Bodisch

  
	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MORGAN
  STANLEY SENIOR FUNDING, INC.

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  James Morgan

  
	
  Name:
  James Morgan

  
	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MOUNTAIN
  CAPITAL III LTD.

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  MOUNTAIN CAPITAL III LTD.

  
	
   

  	
   

  
	
   

  	
   

  
					



 


38

















 


	
  NATEXIS
  BANQUES POPULAIRES

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Tefta Ghilaga

  
	
  Name:
  Tefta Ghilaga

  
	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Kristen E. Brainard

  
	
  Name:
  Kristen E. Brainard

  
	
  Title:
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NATIONWIDE
  LIFE INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Thomas S. Leggett

  
	
  Name:
  Thomas S. Leggett

  
	
  Title:
  Associate Vice President
          Public Bonds

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NATIONWIDE
  MUTUAL INSURANCE COMPANY

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Thomas S. Leggett

  
	
  Name:
  Thomas S. Leggett

  
	
  Title:
  Associate Vice President
          Public Bonds

  
				



 


39

















 


	
  MAINSTAY
  FLOATING RATE FUND, a series of Eclipse Funds Inc.

  
	
  By:
  New York Life Investment Management LLC

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  R. H. Dial

  
	
  Name:
  R. H. Dial

  
	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CLYDESDALE
  CLO 2001-1, LTD.

  
	
  Nomura
  Corporate Research and Asset Management Inc. as Collateral Manager

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Elizabeth MacLean

  
	
  Name:
  Elizabeth MacLean

  
	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CLYDESDALE
  CLO 2003, LTD.

  
	
  Nomura
  Corporate Research and Asset Management Inc. as Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Elizabeth MacLean

  
	
  Name:
  Elizabeth MacLean

  
	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CLYDESDALE
  CLO 2004, LTD.

  
	
  Nomura
  Corporate Research and Asset Management Inc.

  as Agent

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Elizabeth MacLean

  
	
  Name:
  Elizabeth MacLean

  
	
  Title:
  Director

  
				



 


40

















 


	
  NUVEEN
  TAX-ADVANTAGED TOTAL RETURN STRATEGY FUND, as a Lender

  
	
  By:
  Symphony Asset Management LLC

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Lenny Marion

  
	
  Name:
  Lenny Marion

  
	
  Title:
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OPPENHEIMER
  SENIOR FLOATING RATE FUND

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Lisa Chaffee

  
	
  Name:
  Lisa Chaffee

  
	
  Title:
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ING
  PRIME RATE TRUST

  
	
  By:
  ING Investment Management, Co., as its investment manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Charles E. LeMieux, CFA

  
	
  Name:
  Charles E. LeMieux, CFA

  
	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ING
  SENIOR INCOME FUND

  
	
  By:
  ING Investment Management, Co., as its investment manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Charles E. LeMieux, CFA

  
	
  Name:
  Charles E. LeMieux, CFA

  
	
  Title:
  Vice President

  
				



 


41

















 


	
  ADDISON
  CDO, LIMITED

  
	
  By:

  	
  Pacific
  Investment Management Company LLC, as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Mohan V. Phansalkar

  
	
  Name:
  Mohan V. Phansalkar

  
	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JISSEKIKUN
  FUNDING, LTD.

  
	
  By:

  	
  Pacific
  Investment Management Company LLC, as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Mohan V. Phansalkar

  
	
  Name:
  Mohan V. Phansalkar

  
	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LOAN
  FUNDING III LLC

  
	
  By:

  	
  Pacific
  Investment Management Company LLC, as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Mohan V. Phansalkar

  
	
  Name:
  Mohan V. Phansalkar

  
	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SEQUILS-MAGNUM,
  LTD.

  
	
  By:

  	
  Pacific
  Investment Management Company LLC, as its Investment Advisor

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Mohan V. Phansalkar

  
	
  Name:
  Mohan V. Phansalkar

  
	
  Title:
  Managing Director

  



 


42

















 


	
  SOUTHPORT
  CLO, LIMITED

  
	
  By: Pacific Investment Management Company LLC, as its Investment
  Advisor

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Mohan V. Phansalkar

  
	
  Name: Mohan V. Phansalkar

  
	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WRIGLEY CDO, LTD..

  
	
  By: Pacific Investment Management Company LLC, as its Investment
  Advisor

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Mohan V. Phansalkar

  
	
  Name: Mohan V. Phansalkar

  
	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LAGUNA FUNDING LLC

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Meredith J. Koslick

  
	
  Name: Meredith J. Koslick

  
	
  Title: Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SEMINOLE FUNDING LLC

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Meredith J. Koslick

  
	
  Name: Meredith J. Koslick

  
	
  Title: Assistant Vice President

  
				



 


43

















 


	
  LOAN
  FUNDING V, LLC

  
	
  By:
  Prudential Investment Management, Inc., as Portfolio Manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  George W. Edwards

  
	
  Name:
  George W. Edwards

  
	
  Title:
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BOSTON
  HARBOR CLO 2004-1 LTD.

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Beth Mazor

  
	
  Name:
  Beth Mazor

  
	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  VERAVAS
  CDO I. LTD.

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  John Randolph Watkins

  
	
  Name:
  John Randolph Watkins

  
	
  Title:
  Executive Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HAMILTON
  CDO, LTD.

  
	
  By:
  Stanfield Capital Partners LLC, as its Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Christopher E. Jansen

  
	
  Name:
  Christopher E. Jansen

  
	
  Title:
  Managing Partner

  
					



 


44

















 


	
  STANFIELD
  ARBITRAGE CDO, LTD.

  
	
  By:
  Stanfield Capital Partners LLC, as its Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Christopher E. Jansen

  
	
  Name:
  Christopher E. Jansen

  
	
  Title:
  Managing Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  STANFIELD
  CARRERA CLO, LTD.

  
	
  By:
  Stanfield Capital Partners LLC, as its Asset Manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Christopher E. Jansen

  
	
  Name:
  Christopher E. Jansen

  
	
  Title:
  Managing Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  STANFIELD
  QUATTRO CLO, LTD.

  
	
  By:
  Stanfield Capital Partners LLC, as its Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Christopher E. Jansen

  
	
  Name:
  Christopher E. Jansen

  
	
  Title:
  Managing Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SUNAMERICA
  SENIOR FLOATING RATE FUND INC..

  
	
  By:
  Stanfield Capital Partners LLC, as subadvisor

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Christopher E. Jansen

  
	
  Name:
  Christopher E. Jansen

  
	
  Title:
  Managing Partner

  
					



 


45

















 


	
  AURUM
  CLO 2002-1 LTD.

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Thomas R. Bouchard

  
	
  Name:
  Thomas R. Bouchard

  
	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SRF
  2000, INC.

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Meredith J. Koslick

  
	
  Name:
  Meredith J. Koslick

  
	
  Title:
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  STRONG
  SHORT-TERM HIGH YIELD OLD FUND

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Gilbert L. Southwell, III

  
	
  Name:
  Gilbert L. Southwell, III

  
	
  Title:
  Assistant Secretary

  
					



 


46

















 


	
  THE
  SUMITOMO TRUST & BANKING CO., LTD.

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Elizabeth A. Quirk

  
	
  Name:
  Elizabeth A. Quirk

  
	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GALAXY
  III CLO, LTD.

  
	
  By:
  AIG Global Investment Corp. as Investment Advisor

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Steven S. Oh

  
	
  Name:
  Steven S. Oh

  
	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  KZH
  SOLEIL LLC

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Dorian Herrera

  
	
  Name:
  Dorian Herrera

  
	
  Title:
  Authorized Agent

  
					



 


47

















 


	
  KZH
  SOLEIL-2 LLC

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Dorian Herrera

  
	
  Name:
  Dorian Herrera

  
	
  Title:
  Authorized Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SUNAMERICA
  LIFE INSURANCE COMPANY

  
	
  By:
  AIG Global Investment Corp. as Investment Advisor

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Steven S. Oh

  
	
  Name:
  Steven S. Oh

  
	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NUVEEN
  FLOATING RATE INCOME FUND, as a Lender

  
	
  By:
  Symphony Asset Management LLC

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Lenny Mason

  
	
  Name:
  Lenny Mason

  
	
  Title:
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CITIGROUP
  INVESTMENTS CORPORATE LOAN FUND INC.

  
	
  By:
  Travelers Asset Management International Company LLC

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  John O’Connell

  
	
  Name:
  John O’Connell

  
	
  Title:
  Vice President

  
					



 


48

















 


	
  APEX
  (Trimaran) CDO I, LTD.

  
	
  By:
  Trimaran Advisors L.L.C.

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  David M. Millison

  
	
  Name:
  David M. Millison

  
	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CELERITY
  CLO LIMITED

  
	
  By:
  TCW Advisors, Inc., as Agent

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  G. Steven Kalin

  
	
  Name:
  G. Steven Kalin

  
	
  Title:
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Jonathan R. Insull

  
	
  Name:
  Jonathan R. Insull

  
	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  KZH
  CRESCENT-2 LLC

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Dorian Herrera

  
	
  Name:
  Dorian Herrera

  
	
  Title:
  Authorized Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  KZH
  CRESCENT-3 LLC

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Dorian Herrera

  
	
  Name:
  Dorian Herrera

  
	
  Title:
  Authorized Agent

  
					



 


49

















 


	
  LOAN
  FUNDING I LLC, a wholly owned subsidiary of Citibank, N.A.

  
	
  By:
  TCW Advisors, Inc., as portfolio manager of Loan Funding I LLC

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  G. Steven Kalin

  
	
  Name:
  G. Steven Kalin

  
	
  Title:
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Jonathan R. Insull

  
	
  Name:
  Jonathan R. Insull

  
	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TCW
  SELECT LOAN FUND, LIMITED

  
	
  By:
  TCW Advisors, Inc., as its Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  G. Steven Kalin

  
	
  Name:
  G. Steven Kalin

  
	
  Title:
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Jonathan R. Insull

  
	
  Name:
  Jonathan R. Insull

  
	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FIRST
  2004-I CLO, LTD.

  
	
  By:
  TCW Advisors, Inc., its Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Jonathan R. Insull

  
	
  Name:
  Jonathan R. Insull

  
	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  G. Steven Kalin

  
	
  Name:
  G. Steven Kalin

  
	
  Title:
  Senior Vice President

  
					



 


50

















 


	
  VELOCITY
  CLO, LTD.

  
	
  By:
  TCW Advisors, Inc., its Collateral Manager

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Richard F. Kurth

  
	
  Name:
  Richard F. Kurth

  
	
  Title:
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Jonathan R. Insull

  
	
  Name:
  Jonathan R. Insull

  
	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SPIRET
  IV LOAN TRUST 2003-B

  
	
  By:
  Wilmington Trust Company not in its individual

  capacity but solely as trustee

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Rachel I. Simpson

  
	
  Name:
  Rachel I. Simpson

  
	
  Title:
  Financial Services Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  VAN
  KAMPEN

  
	
  SENIOR
  INCOME TRUST

  
	
  By:
  Van Kampen Investment Advisory Corp.

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Howard Tiffen

  
	
  Name:
  Howard Tiffen

  
	
  Title:
  Managing Director

  
					



 


51

















 


	
  VAN
  KAMPEN SENIOR LOAN FUND

  
	
  By:

  	
  Van
  Kampen Investment Advisory Corp.

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Howard Tiffen

  
	
  Name:
  Howard Tiffen

  
	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WESTLB
  AG, NEW YORK BRANCH

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Salvatore Battinelli

  
	
  Name:
  Salvatore Battinelli

  
	
  Title:
  Managing Director
         Credit Department

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Walter T. Duffy III

  
	
  Name:
  Walter T. Duffy III

  
	
  Title:
  Director

  
				



 


52

















 


ACKNOWLEDGEMENT AND CONSENT


Each of the undersigned
Subsidiary Guarantors hereby acknowledges and consents to the foregoing First
Amendment.


 


	
   

  	
  DARAMIC,
  LLC

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/
  Lynn Amos

  
	
   

  	
  Name:
  Lynn Amos

  
	
   

  	
  Title:
  Chief Financial Officer, Treasurer and
          Secretary

  
	
   

  
	
   

  	
  DARAMIC
  INTERNATIONAL, INC.

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/
  Lynn Amos

  
	
   

  	
  Name:
  Lynn Amos

  
	
   

  	
  Title:
  Chief Financial Officer, Treasurer and
          Secretary

  
	
   

  
	
   

  	
  CELGARD,
  LLC

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/
  Lynn Amos

  
	
   

  	
  Name:
  Lynn Amos

  
	
   

  	
  Title:
  Chief Financial Officer, Treasurer and
          Secretary

  
	
   

  
	
   

  	
  DARAMIC
  ASIA, INC.

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ Lynn
  Amos

  
	
   

  	
  Name: Lynn
  Amos

  
	
   

  	
  Title: Chief
  Financial Officer, Treasurer and
          Secretary

  



 


53