exv10wpw2






Exhibit 10(p)(2)




          AMENDMENT NO. 1 AND CONSENT, dated as of June 11, 2010 (this “Amendment”), among
LAMAR MEDIA CORP., (the “Company”), LAMAR ADVERTISING OF PUERTO RICO, INC. (the
“Initial Subsidiary Borrower” and together with the Company, the “Borrowers”),
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, “Administrative
Agent”) and the Lenders party hereto to the Credit Agreement, dated as of April 28, 2010, by
and among the Borrowers, the Administrative Agent, the Lenders and the other parties thereto (the
“Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Credit Agreement.




          WHEREAS, Section 10.02 of the Credit Agreement permits the Credit Agreement to be amended from
time to time with the consent of the Company and the Required Lenders;




          NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:




          Section 1. Amendment




          (a) Clause (d) of the second paragraph of Section 7.04 of the Credit Agreement is hereby
amended by adding the following parenthetical immediately after the reference to “25%” appearing in
such clause:




          “(or, in the case of the real property and improvements located at 5551 Corporate Blvd., Baton
Rouge, Louisiana, 75%)”.




          Section 2. Conditions Precedent to the Effectiveness




          This Amendment shall become effective as of the date (the “Amendment Effective Date”)
first written above when, and only when, the Administrative Agent shall have received this
Amendment, duly executed by the Company, the Administrative Agent and Lenders constituting the
Required Lenders.




          Section 3. Representations and Warranties; No Default




          On and as of the Amendment Effective Date, after giving effect to this Amendment, each Credit
Party hereby represents and warrants to the Administrative Agent and each Lender that as of the
Amendment Effective Date (a) no Default or Event of Default shall have occurred and be continuing
and (b) all representations and warranties made by any Credit Party contained in the Credit
Agreement or in the other Loan Documents shall be true and correct in all material respects with
the same effect as though such representations and warranties had been made on and as of the
Amendment Effective Date (except where such representations and warranties expressly relate to an
earlier date, in which case such representations and warranties shall have been true and correct in
all material respects as of such earlier date).




          Section 4. Fees and Expenses




          Borrower agrees to pay on demand in accordance with the terms of Section 10.02 of the Credit
Agreement all reasonable disbursements and expenses of the Administrative Agent






 









 







in connection with the preparation, reproduction, execution and delivery of this Amendment
(including, without limitation, the reasonable fees and disbursements of Cahill Gordon & Reindel
LLP, counsel for the Administrative Agent with respect thereto).




          Section 5. Reference to and Effect on the Credit Documents




          (a) As of the Amendment Effective Date, each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the
other Loan Documents to the Credit Agreement (including, without limitation, by means of words like
“thereunder,” “thereof” and words of like import), shall mean and be a reference to the Credit
Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and
construed as a single instrument.




          (b) Except as expressly amended hereby or specifically waived above, all of the terms and
provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force
and effect and are hereby ratified and confirmed.




          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the Lenders, the Company or
the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of
any other provision of any of the Loan Documents or for any purpose except as expressly set forth
herein.




          (d) This Amendment is a Loan Document.




          Section 6. Execution in Counterparts




          This Amendment may be executed in any number of counterparts and by different parties in
separate counterparts, each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Signature pages may be detached
from multiple separate counterparts and attached to a single counterpart so that all signature
pages are attached to the same document. Delivery of an executed counterpart by telecopy shall be
effective as delivery of a manually executed counterpart of this Amendment.




          Section 7. Section Titles




          The section titles contained in this Amendment are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of the agreement between the parties hereto,
except when used to reference a section.




          Section 8. Successors




          The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the
parties hereto and their respective successors and assigns.




- 2 -









 





          Section 9. Governing Law




          THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.




- 3 -









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.



	 	 	 	 	 
	 	LAMAR MEDIA CORP.

 	 
	 	By:  	/s/ Keith Istre
 	 
	 	 	Name:  	Keith Istre 	 
	 	 	Title:  	Chief  Financial Officer 	 
	 
	 	LAMAR ADVERTISING OF PUERTO RICO, INC.

 	 
	 	By:  	/s/ Keith Istre
 	 
	 	 	Name:  	Keith Istre 	 
	 	 	Title:  	Chief  Financial Officer 	 
	 
	 	JPMORGAN CHASE BANK, N.A., as

Administrative Agent and a Lender

 	 
	 	By:  	/s/ Christophe Vohmann
 	 
	 	 	Name:  	Christophe Vohmann 	 
	 	 	Title:  	Executive Director 	 
	 
	 	Allied Irish Banks, p.l.c., as a Lender

 	 
	 	By:  	/s/ Roisin O’Connell
 	 
	 	 	Name:  	Roisin O’Connell 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                 /s/ Keith Hamilton
 	 
	 	 	Name:  	Keith Hamilton 	 
	 	 	Title:  	Assistant Vice President 	 
	 




 









 





	 	 	 	 	 
	 	SUNTRUST BANK, as a Lender

 	 
	 	By:  	/s/ Kevin Curtin
 	 
	 	 	Name:  	Kevin Curtin 	 
	 	 	Title:  	Vice President 	 
	 
	 	Credit Agricole Corporate and Investment Bank,

 as a Lender

 	 
	 	By:  	/s/ David Cagle
 	 
	 	 	Name:  	David Cagle 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                     /s/ Brian Myers
 	 
	 	 	Name:  	Brian Myers 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	REGATTA FUNDING LTD.

By: Citi Alternative Investments LLC,

attorney-in-fact, as a Lender

 	 
	 	By:  	/s/ Melanie Hanlon
 	 
	 	 	Name:  	Melanie Hanlon 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	CCA EAGLE LOAN MASTER FUND LTD.

By: Citigroup Alternative Investments LLC, as

Investment manager for and on behalf of CCA EAGLE

LOAN MASTER FUND LTD.,

as a Lender

 	 
	 	By:  	/s/ Melanie Hanlon
 	 
	 	 	Name:  	Melanie Hanlon 	 
	 	 	Title:  	Director 	 
	 




 









 





	 	 	 	 	 
	 	LMP Corporate Loan Fund, Inc.

By: Citi Alternative Investments LLC, as a 

Lender

 	 
	 	By:  	/s/ Melanie Hanlon
 	 
	 	 	Name:  	Melanie Hanlon 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender

By: DB Services New Jersey, Inc.

 	 
	 	By:  	/s/ Alice L. Wagner
 	 
	 	 	Name:  	Alice L. Wagner 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                 /s/ Angeline Quintana
 	 
	 	 	Name:  	Angeline Quintana 	 
	 	 	Title:  	Assistant Vice President 	 
	 




 









 





	 	 	 	 	 
	 	ING Prime Rate Trust 

By: ING Investment Management Co.,

 as its investment manager


ING Senior Income Fund 

By: ING Investment Management Co.,

 as its investment manager


ING Investment Management CLO I, LTD. 

By: ING Investment Management Co., 

as its investment manager



ING Investment Management CLO II, LTD. 

By: ING Alternative Asset Management LLC,

 as its investment manager



ING Investment Management CLO III, LTD. 

By: ING Alternative Asset Management LLC,

 as its investment manager



ING Investment Management CLO IV, LTD. 

By: ING Alternative Asset Management LLC, 

as its investment manager



ING Investment Management CLO V, LTD. 

By: ING Alternative Asset Management LLC, 

as its investment manager



ING International (II) — Senior Loans 

By: ING Investment Management Co.,

as its investment manager



ING Investment Trust Co. Plan for Employee Benefit 

Investment Funds — Senior Loan Fund 

By: ING Investment Trust Co. 

as its trustee



Phoenix CLO I, LTD. 

By: ING Alternative Asset Management LLC,

as its investment manager



Phoenix CLO II, LTD. 

By: ING Alternative Asset Management LLC,

as its investment manager



Phoenix CLO III, LTD. 

By: ING Alternative Asset Management LLC,

as its investment manager

 	 
	 	By:  	/s/ Michel Prince
 	 
	 	 	Name:  	Michel Prince, CFA 	 
	 	 	Title:  	Senior Vice President 	 
	 




 









 





	 	 	 	 	 
	 	BLUEMOUNTAIN CLO LTD.

 	 
	 	By:  	BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC
 	 
	 
	 	ITS COLLATERAL MANAGER, as a Lender

 	 
	 	By:  	/s/ Jack Chau
 	 
	 	 	Name:  	Jack Chau 	 
	 	 	Title:  	Associate 	 
	 
	 	U.S. Bank National Association, as a Lender

 	 
	 	By:  	/s/ Gregory Knudsen
 	 
	 	 	Name:  	Gregory Knudsen 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	LightPoint CLO III, Ltd., as a Lender




By Neuberger Berman Fixed Income LLC as collateral

manager

 	 
	 	By:  	/s/ Colin Donlan
 	 
	 	 	Name:  	Colin Donlan 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC, as a Lender

 	 
	 	By:  	/s/ Matthew Pennachio
 	 
	 	 	Name:  	Matthew Pennachio 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	Bank of America, N.A. as a Lender

 	 
	 	By:  	/s/ Christopher S. Allen
 	 
	 	 	Name:  	Christopher S. Allen 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	Landmark V CDO Limited

By: Aladdin Capital Management LLC, as
Manager

 	 
	 	By:  	/s/ Alyse Kelly
 	 
	 	 	Name:  	Alyse Kelly 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	Greyrock CDO LTD,

By: Aladdin Capital Management LLC, as
Manager

 	 
	 	By:  	/s/ Alyse Kelly
 	 
	 	 	Name:  	Alyse Kelly 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Kyle R. Holtz
 	 
	 	 	Name:  	Kyle R. Holtz 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	Eaton Vance CDO VIII, LTD.

BY: Eaton Vance Management

as Investment Advisor, as a Lender

 	 
	 	By:  	/s/ Craig Pruss
 	 
	 	 	Name:  	Craig Pruss 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Eaton Vance CDO IX, Ltd.

By: Eaton Vance Management

as Investment Advisor, as a Lender

 	 
	 	By:  	/s/ Craig Pruss
 	 
	 	 	Name:  	Craig Pruss 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Eaton Vance Senior

Floating-Rate Trust

By: Eaton Vance Management

as Investment Advisor, as a Lender

 	 
	 	By:  	/s/ Craig Pruss
 	 
	 	 	Name:  	Craig Pruss 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Eaton Vance Floating-Rate

Income Trust

By: Eaton Vance Management

as Investment Advisor,
as a Lender

 	 
	 	By:  	/s/ Craig Pruss
 	 
	 	 	Name:  	Craig Pruss 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	Eaton Vance Medallion

Floating-Rate Income Portfolio

By: Eaton Vance Management

as Investment Advisor,
as a Lender

 	 
	 	By:  	/s/ Craig Pruss
 	 
	 	 	Name:  	Craig Pruss 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Eaton Vance Institutional Senior Loan Fund

By: Eaton Vance Management

as Investment Advisor,
as a Lender

 	 
	 	By:  	/s/ Craig Pruss
 	 
	 	 	Name:  	Craig Pruss 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Grayson & Co

By: Boston Management and Research

as Investment Advisor,
as a Lender

 	 
	 	By:  	/s/ Craig Pruss
 	 
	 	 	Name:  	Craig Pruss 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	Innovation Trust 2009

By: Eaton Vance Management

as Investment Advisor,
as a Lender

 	 
	 	By:  	/s/ Craig Pruss
 	 
	 	 	Name:  	Craig Pruss 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Eaton Vance

VT Floating-Rate Income Fund

By: Eaton Vance Management

as Investment Advisor,
as a Lender

 	 
	 	By:  	/s/ Craig Pruss
 	 
	 	 	Name:  	Craig Pruss 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Whitney National Bank, as a Lender

 	 
	 	By:  	/s/ J. Greg Scott
 	 
	 	 	Name:  	J. Greg Scott 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Sumitomo Mitsui Banking Corporation, as a 

Lender

 	 
	 	By:  	/s/ William M. Ginn
 	 
	 	 	Name:  	William M. Ginn 	 
	 	 	Title:  	Executive Officer 	 
	 




 









 





	 	 	 	 	 
	 	Baker Street CLO II Ltd.

By: Seix Investment Advisors LLC, as Collateral
Manager


Ridgeworth Funds — Seix Floating Rate High Income Fund

By: Seix Investment Advisors LLC, as Subadvisor


Rochdale Fixed Income Opportunities Portfolio

By: Seix Investment Advisors LLC, as Subadvisor


as Lenders

 	 
	 	By:  	/s/ George Goudelias
 	 
	 	 	Name:  	George Goudelias 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	California Public Employees’ Retirement System 

By: Columbia Management Investment

Advisers, LLC, fka RiverSource Investments, LLC,

its agent, as a Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Assistant Vice President 	 
	 



	 	 	 	 	 
	 	Cent CDO 10 Limited

By: Columbia Management Investment

Advisers, LLC, fka RiverSource

Investments, LLC

As Collateral Manager,

as a Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 
	 




 









 





	 	 	 	 	 
	 	Cent CDO XI Limited

By: Columbia Management Investment

Advisers, LLC, fka RiverSource

Investments, LLC

As Collateral Manager, as a Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 
	 



	 	 	 	 	 
	 	Cent CDO 12 Limited

By: Columbia Management Investment

Advisers, LLC, fka RiverSource

Investments, LLC

As Collateral Manager, as a Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 
	 



	 	 	 	 	 
	 	Cent CDO 14 Limited

By: Columbia Management Investment

Advisers, LLC, fka RiverSource

Investments, LLC

As Collateral Manager, as a Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 
	 




 









 





	 	 	 	 	 
	 	Cent CDO 15 Limited

By: Columbia Management Investment

Advisers, LLC, fka RiverSource

Investments, LLC

As Collateral Manager, as a Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Assistant Vice President 	 
	 



	 	 	 	 	 
	 	Centurion CDO 8 Limited

By: Columbia Management Investment

Advisers, LLC, fka RiverSource

Investments, LLC

As Collateral Manager, as a Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 
	 



	 	 	 	 	 
	 	Centurion CDO 9 Limited

By: Columbia Management Investment

Advisers, LLC, fka RiverSource

Investments, LLC

As Collateral Manager, as a Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 
	 




 









 





	 	 	 	 	 
	 	RiverSource Bond Series, Inc. -

RiverSource Floating Rate Fund,

as a Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Assistant Vice President 	 
	 



	 	 	 	 	 
	 	RiverSource Institutional Leveraged Loan

Fund II, L.P.

By: Columbia Management Investment Advisers, LLC

fka RiverSource Investments, LLC as Investment

Manager, as a Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Assistant Secretary 	 
	 



	 	 	 	 	 
	 	RiverSource Strategic Allocation

Series, Inc. — RiverSource Strategic

Income Allocation Fund, as a Lender

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Assistant Vice President 	 
	 



	 	 	 	 	 
	 	Grand Central Asset Trust, LBAM Series,

as a Lender

 	 
	 	By:  	/s/ Adam Jacobs
 	 
	 	 	Name:  	Adam Jacobs 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 




 









 





	 	 	 	 	 
	 	Cole Brook CBNA Loan Funding LLC,

as a Lender

 	 
	 	By:  	/s/ Adam Jacobs
 	 
	 	 	Name:  	Adam Jacobs 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 



	 	 	 	 	 
	 	FIRST 2004-II CLO, LTD.

By: TCW Asset Management Company,

as its Collateral Manager

 	 
	 	By:  	/s/ Vikas Mavinkurve
 	 
	 	 	Name:  	Vikas Mavinkurve 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                  /s/ Jonathan R. Insull
 	 
	 	 	Name:  	Jonathan R. Insull 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	MAC CAPITAL, LTD.

By: TCW Asset Management Company as its

Portfolio Manager

 	 
	 	By:  	/s/ Vikas Mavinkurve
 	 
	 	 	Name:  	Vikas Mavinkurve 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                  /s/ Jonathan R. Insull
 	 
	 	 	Name:  	Jonathan R. Insull 	 
	 	 	Title:  	Managing Director 	 
	 




 









 





	 	 	 	 	 
	 	MOMENTUM CAPITAL FUND, LTD.

By: TCW Asset Management Company as its Portfolio

Manager

 	 
	 	By:  	/s/ Vikas Mavinkurve
 	 
	 	 	Name:  	Vikas Mavinkurve 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                  /s/ Jonathan R. Insull
 	 
	 	 	Name:  	Jonathan R. Insull 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	TCW Senior Secured Floating Rate Loan Fund, L.P.

By: TCW Asset Management Company,

as its Investment Advisory

 	 
	 	By:  	/s/ Vikas Mavinkurve
 	 
	 	 	Name:  	Vikas Mavinkurve 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                  /s/ Jonathan R. Insull
 	 
	 	 	Name:  	Jonathan R. Insull 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	TCW Senior Secured Loan Fund, LP

By: TCW Asset Management Company, as its Investment

Advisor

 	 
	 	By:  	/s/ Vikas Mavinkurve
 	 
	 	 	Name:  	Vikas Mavinkurve 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                  /s/ Jonathan R. Insull
 	 
	 	 	Name:  	Jonathan R. Insull 	 
	 	 	Title:  	Managing Director 	 
	 




 









 





	 	 	 	 	 
	 	Palmetto Investors Master Fund, LLC.

By: TCW Asset Management Company,

As its Managing Member

 	 
	 	By:  	/s/ Vikas Mavinkurve
 	 
	 	 	Name:  	Vikas Mavinkurve 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                  /s/ Jonathan R. Insull
 	 
	 	 	Name:  	Jonathan R. Insull 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	VITESSE CLO LTD.

By: TCW Asset Management Company as its

Portfolio Manager

 	 
	 	By:  	/s/ Vikas Mavinkurve
 	 
	 	 	Name:  	Vikas Mavinkurve 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                  /s/ Jonathan R. Insull
 	 
	 	 	Name:  	Jonathan R. Insull 	 
	 	 	Title:  	Managing Director 	 
	 




 









 





	 	 	 	 	 
	 	LOAN FUNDING I LLC,

a wholly owned subsidiary of
Citibank, N.A.




By: TCW Asset Management Company,

as portfolio manager of
Loan Funding I LLC

 	 
	 	By:  	/s/ Vikas Mavinkurve
 	 
	 	 	Name:  	Vikas Mavinkurve 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                  /s/ Jonathan R. Insull
 	 
	 	 	Name:  	Jonathan R. Insull 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	CRÉDIT INDUSTRIEL ET COMMERCIAL,

as a Lender

 	 
	 	By:  	/s/ Marcus Edward
 	 
	 	 	Name:  	Marcus Edward 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                     /s/ Brian O’Leary
 	 
	 	 	Name:  	Brian O’Leary 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	Bank of Nova Scotia, as a Lender

 	 
	 	By:  	                  /s/ Brenda Insull
 	 
	 	 	Name:  	Brenda Insull 	 
	 	 	Title:  	Director 	 
	 




 









 





	 	 	 	 	 
	 	SCOTIABANC INC., as a Lender

 	 
	 	By:  	/s/ J.F. Todd
 	 
	 	 	Name:  	J.F. Todd 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                     /s/ R. Blackwood
 	 
	 	 	Name:  	R. Blackwood 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	WIND RIVER CLO II — TATE INVESTORS, LTD.

By: McDonnell Investment Management, LLC, as Manager,
as a Lender

 	 
	 	By:  	/s/ Kathleen A. Zarn
 	 
	 	 	Name:  	Kathleen A. Zarn 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	ING Capital LLC, as a Lender

 	 
	 	By:  	/s/ William C. James
 	 
	 	 	Name:  	William C. James 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	GREYWOLF CLO I, LTD



BY: GREYWOLF CAPITAL MANAGEMENT LP, ITS COLLATERAL
MANAGER, as a Lender

 	 
	 	By:  	/s/ William Troy
 	 
	 	 	Name:  	William Troy 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





	 	 	 	 	 
	 	Compass Bank, as a Lender

 	 
	 	By:  	/s/ Collis Sanders
 	 
	 	 	Name:  	Collis Sanders 	 
	 	 	Title:  	Executive Vice President