Exhibit 10.1


EXECUTION COPY


AMENDMENT
NO. 4 AND WAIVER NO. 2 TO THE CREDIT AGREEMENT


Dated as of October 10, 2007


AMENDMENT NO. 4 AND WAIVER
NO. 2 TO THE CREDIT AGREEMENT (this “Amendment and Waiver”) among Pierre Foods,
Inc., a North Carolina corporation (the “Borrower”), the Lenders (as hereinafter
defined) party hereto, Wachovia Bank, National Associations (“Wachovia”), as
collateral agent (the “Collateral
Agent”), and Wachovia, as administrative agent (the “Administrative Agent”;
together with the Collateral Agent, the “Agents”).


PRELIMINARY STATEMENTS:


(1)           The Borrower, certain financial institutions and other
persons from time to time parties thereto (collectively, the “Lenders”) and the
Agents have entered into that certain Credit Agreement dated as of June 30,
2004, as amended by Amendment No. 1 dated as of April 3, 2006, Amendment No. 2
dated as of August 21, 2006 and Amendment No. 3 dated as of December 11,
2006  (as amended, restated, supplemented
or otherwise modified, the “Credit Agreement”;
capitalized terms used herein but not defined shall be used herein as defined
in the Credit Agreement).


(2)           The Borrower has requested that the Required Lenders agree
(a) to waive the Event of Default under Section 8.01(b)(i) of the Credit
Agreement that has occurred and is continuing as a result of the failure by the
Borrower to comply with the financial covenants set forth in Section 7.10 of
the Credit Agreement for the period from December 2, 2006 through September 1,
2007, and (b) to amend certain provisions of the Credit Agreement as set forth
herein.


(3)           Subject to the terms and conditions hereinafter set forth,
the Required Lenders have indicated their willingness to agree to the waiver
and amendments of the Credit Agreement set forth herein.


NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), the parties
hereto hereby agree as follows:


SECTION 1.           Waiver.  Effective as of the Amendment and Waiver Effective
Date (as hereinafter defined), the Required Lenders hereby waive any Event of
Default under Section 8.01(b)(i) of the Credit Agreement that has occurred and
is continuing as a result of the failure of the Borrower to comply with Section
7.10(a) of the Credit Agreement for the period of four fiscal quarters ended
September 1, 2007.


SECTION 2.           Amendments.  Effective as of the Amendment and Waiver
Effective Date, the Credit Agreement is hereby amended as follows:


(a)   Section 1.01 of the Credit Agreement is
hereby amended by inserting in alphabetical order a new definition to read as
follows:


“Amendment and Waiver Effective Date”
means October 10, 2007.


(b)   Clause (a) of the definition of “Applicable Margin” set forth
in Section 1.01 of the Credit Agreement is hereby amended in its entirety to
read as follows:













 


“(a)         with
respect to the Term B Facility, a per annum rate equal to (i) if the Borrower
has a corporate family rating and a corporate rating greater than or equal to
B2 and B from, respectively, Moody’s and S&P, (A) in respect of Eurodollar
Rate Loans, 3.75% and (B) in respect of Base Rate Loans, 2.75% and (ii)
otherwise, (A) in respect of Eurodollar Rate Loans, 4.00% and (B) in respect of
Base Rate Loans, 3.00%; and”.


(c)           Clause (b) of the definition of “Applicable Margin” set forth
in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the
table set forth therein and replacing it with the following table: 




	
  Applicable Margin

  
	
  Pricing Level

  	
   

  	
  Consolidated Leverage

  Ratio

  	
   

  	
  Eurodollar Rate +

  Letters of Credit

  	
   

  	
  Base Rate +

  	
   

  
	
  1

  	
   

  	
  ≥5.0:1.0

  	
   

  	
  4.00%

  	
   

  	
  3.00%

  	
   

  
	
  2

  	
   

  	
  ≥4.50:1.0 but <5.0:1.0

  	
   

  	
  3.75%

  	
   

  	
  2.75%

  	
   

  
	
  3

  	
   

  	
  <4.5:1.0

  	
   

  	
  3.50%

  	
   

  	
  2.50%

  	
   

  






 


and (ii) adding the following paragraph at the end of clause (b):


“Anything contained herein
to the contrary notwithstanding, in the event that any Compliance Certificate
delivered pursuant to Section 6.02(b) is shown to be inaccurate
(regardless of whether this Agreement or any Commitments are in effect when
such inaccuracy is discovered), and such inaccuracy, if corrected, would have
led to the application of a higher Applicable Margin with respect to any Loans
for any period (an “Applicable Period”) than the
Applicable Margin applied for such Applicable Period, then the Borrower shall
(i) immediately deliver to the Administrative Agent a corrected Compliance
Certificate for such Applicable Period, (ii) determine the Applicable Margin
with respect to such Loans for such Applicable Period based upon the corrected
Compliance Certificate, and (iii) immediately pay to the Administrative Agent
the accrued additional interest owing as a result of such increased Applicable
Margin for such Applicable Period, which payment shall be promptly distributed
to the Appropriate Lenders.  This
provision shall not limit the rights of the Administrative Agent and the
Lenders with respect to Section 2.08(b) and Article VIII.”


(d)           The definition of “Consolidated EBITDA” set
forth in Section 1.01 of the Credit Agreement is hereby amended by (A) deleting
the “and” before clause (ix) thereof and amending clause (ix) to read as
follows:


“(ix) any purchase
accounting adjustments, adjustments for synergies resulting from the
acquisition of the Acquired Assets and other adjustments, in each case as
specifically set forth on Schedule IV hereto;”


and (B) adding a new clause
(x) thereto to read as follows:


“and (x) up to $2,000,000
for the period from the Amendment and Waiver Effective Date until the date that
is twelve months following the Amendment and Waiver Effective Date for expenses
associated with the integration of the Acquired Assets and other one-time
expenses.”


(e)           The first sentence of Section
2.05(a)(i) of the Credit Agreement is hereby













amended by (i) deleting the
word “and” before clause (B) thereof, and (ii) inserting a new clause (C) at
the end of such sentence to read as follows:


“; and (C) other than any
optional prepayment made with Excess Cash Flow, any prepayment of Term B Loans
pursuant to this Section 2.05(a) that is made on or prior to the first
anniversary of the Amendment and Waiver Effective Date shall be accompanied by
a premium such that the aggregate amount of such prepayment shall be equal to
101% of the principal amount prepaid”.


(f)            Section 2.05(b) of the Credit
Agreement is hereby amended by inserting a new clause (x) at the end thereof to
read as follows:


“(x)          Anything contained herein to the contrary notwithstanding,
other than any prepayment of Term B Loans pursuant to clauses (i), (ii) and (v)
of this Section 2.05(b), any payment or prepayment of Term B Loans that is made
on or prior to the first anniversary of the Amendment and Waiver Effective Date
shall be accompanied by a premium such that the aggregate amount of such
prepayment shall be equal to 101% of the principal amount prepaid.”


(g)   Section 7.02(c)(viii) of the Credit Agreement
is hereby amended by inserting the following after “$20,000,000” in the second
line thereof:


“, provided that,
immediately after giving effect to the incurrence of such Indebtedness, the
Consolidated Leverage Ratio, determined on a pro  forma basis,
shall be less than or equal to 4.50:1.00, the calculation thereof to be
determined on the basis of the financial information most recently delivered to
the Agents and the Lenders pursuant to Section 6.01(a) or (b) as though
such Indebtedness had been incurred as of the first day of the  twelve-month period ending as of the last day
of the fiscal period covered thereby”.


(h)           Section 7.03(i)(v) of the Credit
Agreement is hereby amended by (i) deleting the word “and” before clause (B),
and (ii) inserting a new clause (C) at the end of such section  to read as follows:


“, and (C) immediately after
giving effect to such purchase or other acquisition, the Consolidated Leverage
Ratio, determined on a pro  forma basis, shall be less than or
equal to 4.50:1.00, the calculation thereof to be determined on the basis of
the financial information most recently delivered to the Agents and the Lenders
pursuant to Section 6.01(a) or (b) as though such purchase or other
acquisition had been consummated as of the first day of the  twelve-month period ending as of the last day
of the fiscal period covered thereby, or if such Consolidated Leverage Ratio,
determined on a pro  forma basis, is greater than 4.50:1.00, any
purchase or other acquisition is made with the proceeds of equity contributed
by the Investors and their Affiliates to Holdings which is in turn contributed
through the Parent to the Borrower; and”.


(i)    Section 7.10(a) of the Credit Agreement is
hereby amended by deleting the table therein and inserting a table in its place
to read as follows:




	
  Period

  	
   

  	
  Maximum Consolidated

  Leverage Ratio

  	
   

  
	
  Third Fiscal
  Quarter 2008

  	
   

  	
  6.00:1.00

  	
   

  
	
  Fourth Fiscal Quarter
  2008

  	
   

  	
  6.90:1.00

  	
   

  






 













 




	
  First Fiscal Quarter 2009

  	
   

  	
  7.25:1.00

  	
   

  
	
  Second Fiscal
  Quarter 2009

  	
   

  	
  7.25:1.00

  	
   

  
	
  Third Fiscal
  Quarter 2009

  	
   

  	
  6.75:1.00

  	
   

  
	
  Fourth Fiscal
  Quarter 2009

  	
   

  	
  6.50:1.00

  	
   

  
	
  First Fiscal
  Quarter 2010

  	
   

  	
  6.00:1.00

  	
   

  
	
  Second Fiscal
  Quarter 2010

  	
   

  	
  6.00:1.00

  	
   

  
	
  Third Fiscal
  Quarter 2010

  	
   

  	
  5.50:1.00

  	
   

  
	
  Fourth Fiscal Quarter
  2010 and each fiscal quarter thereafter

  	
   

  	
  5.50:1.00

  	
   

  






 


(j)    Section 7.10(b) of the Credit Agreement is
hereby amended by deleting the table therein and inserting a table in its place
to read as follows: 




	
  Period

  	
   

  	
  Minimum Fixed

  Coverage Ratio

  	
   

  
	
  Third Fiscal
  Quarter 2008

  	
   

  	
  1.15:1.00

  	
   

  
	
  Fourth Fiscal
  Quarter 2008

  	
   

  	
  1.10:1.00

  	
   

  
	
  First Fiscal
  Quarter 2009

  	
   

  	
  1.00:1.00

  	
   

  
	
  Second Fiscal
  Quarter 2009

  	
   

  	
  1.00:1.00

  	
   

  
	
  Third Fiscal
  Quarter 2009

  	
   

  	
  1.00:1.00

  	
   

  
	
  Fourth Fiscal Quarter
  2009

  	
   

  	
  1.00:1.00

  	
   

  
	
  First Fiscal
  Quarter 2010

  	
   

  	
  1.10:1.00

  	
   

  
	
  Second Fiscal
  Quarter 2010

  	
   

  	
  1.10:1.00

  	
   

  
	
  Third Fiscal
  Quarter 2010

  	
   

  	
  1.10:1.00

  	
   

  
	
  Fourth Fiscal Quarter
  2010 and each fiscal quarter thereafter

  	
   

  	
  1.10:1.00

  	
   

  






 


(k)   Schedule IV of the Credit Agreement is hereby
deleted in its entirety and replaced with the new Schedule IV attached hereto
as Annex A.


SECTION 3.           Conditions
to Effectiveness.  Section 1 and 2 of
this Amendment and Waiver shall become effective as of the date hereof (the “Amendment and Waiver Effective Date”)
when each of the conditions set forth in this Section 3 shall have been
fulfilled to the satisfaction of the Administrative Agent.


(a)           The Administrative Agent shall have received counterparts
of this Amendment and Waiver, duly executed and delivered on behalf of each of
(i) the Loan Parties and (ii) the Required Lenders and the Administrative
Agent, or as to any of the foregoing parties, advice reasonably satisfactory to
the Administrative Agent that each of the foregoing parties has executed a
counterpart of this Amendment and Waiver.


(b)           The Borrower shall have paid all reasonable expenses
(including the reasonable fees and expenses of Shearman & Sterling LLP)
incurred in connection with the preparation, negotiation and execution of this
Amendment and Waiver and other matters relating to the Credit Agreement to the
extent invoiced on or prior to the Amendment and Waiver Effective Date.


(c)           The Borrower shall have paid to the Administrative Agent,
for the ratable account of each of the Lenders that has executed and delivered
a counterpart of this Amendment and Waiver to the Administrative Agent prior to
5:00 PM (New York City time) on October 4,













2007, an amendment fee of
0.25% on the aggregate amount of the Commitments and Loans of such Lender.


(d)           The Administrative Agent shall have received (i) a
certificate of the Secretary or an Assistant Secretary of each of the Loan
Parties certifying (A) the names and true signatures of the officers of each of
the Loan Parties authorized to sign this Amendment and Waiver and the other
documents to be delivered hereunder and (B) the resolutions of the Board of
Directors of the Loan Parties evidencing approval for this Amendment and Waiver
and (ii) a certificate of an officer of each of the Loan Parties certifying (A)
that no authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body, or any third party
to any agreements and instruments is required for the due execution, delivery or
performance by each of the Loan Parties of this Amendment and Waiver, (B) the
representations and warranties contained in Section 4 of this Amendment
and Waiver are true and correct in all material respects (without duplication
of any materiality qualifier contained in any such representations and
warranties) on and as of such date, after giving effect to this Amendment and
Waiver, as though made on and as of such date, other than any such
representations or warranties that by their terms refer to a specific date and
(C) no Default or Event of Default (other than the Event of Default that is
being waived pursuant to this Amendment and Waiver) has occurred and is
continuing.


(e)           The Administrative Agent shall have received a favorable
opinion of Thompson Hine LLP, counsel to the Loan Parties, on such matters
concerning the Loan Parties and this Amendment and Waiver as the Administrative
Agent may reasonably request.


(f)            All documents executed or submitted pursuant hereto shall
be reasonably satisfactory in form and substance to the Administrative Agent
and Shearman & Sterling LLP as counsel to the Administrative Agent.  The Administrative Agent and its counsel
shall have received all information and such counterpart originals or such
certified or other copies of such materials as the Administrative Agent or its
counsel may reasonably request, and all legal matters incident to the
transactions contemplated by this Amendment and Waiver shall be reasonably
satisfactory to the Administrative Agent and its counsel.


(g)           No Default or Event of Default (other than the Event of
Default that is being waived pursuant to this Amendment and Waiver) shall have
occurred and be continuing, or would occur as a result of the transactions
contemplated by this Amendment and Waiver.


SECTION 4.           Confirmation
of Representations and Warranties. 
Each of the Loan Parties hereby represents and warrants, on and as of
the date hereof and as of the Amendment No. 4 Effective Date, that the
representations and warranties contained in the Credit Agreement and the other
Loan Documents are correct and true in all material respects (without
duplication of any materiality qualifier contained in any such representations
and warranties) on and as of such date, after giving effect to this Amendment and
Waiver, as though made on and as of such date, other than any such
representations or warranties that by their terms refer to a specific date.


SECTION 5.           Affirmation
of Subsidiary Guarantors.  Each
Guarantor hereby consents to the amendments and waiver to
the Credit Agreement effected hereby, and hereby confirms
and agrees that, notwithstanding the effectiveness of this Amendment and
Waiver, the obligations of such Guarantor contained in the Parent Guaranty, in
respect of each of Holdings and the Parent, and the Subsidiary Guaranty, in
respect of each Subsidiary Guarantor, or in any other Loan Documents to which
such Guarantor is a party are, and shall remain, in full force and effect and
are hereby ratified and confirmed in all respects, except that, on and after
the effectiveness of this Amendment and Waiver, each reference in













the Parent
Guaranty and in the Subsidiary Guaranty, as the case may be, and in each of the
other Loan Documents to “the Agreement”,
“thereunder”, “thereof” or words of like import shall
mean and be a reference to the Credit Agreement, as modified by this Amendment
and Waiver.  Without limiting the
generality of the foregoing, the Collateral Documents to which such Guarantor
is a party and all of the Collateral described therein do, and shall continue
to, secure payment of all of the Secured Obligations (in each case, as defined
therein).


SECTION 6.           Reference
to and Effect on the Loan Documents. 
(a) On and after the effectiveness of this Amendment and Waiver, each
reference in the Credit Agreement to “hereunder”,
“hereof” or words of like import
referring to the Credit Agreement, and each reference in the other transaction
documents to the “Credit Agreement”,
“thereunder”, “thereof” or words of like import referring
to the Credit Agreement, shall mean and be a reference to the Credit Agreement
as modified by this Amendment.


(b)           The
Credit Agreement, as specifically amended by this Amendment and Waiver, is and
shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed.  Without limiting
the generality of the foregoing, the Collateral Documents and all of the
Collateral described therein do and shall continue to secure the payment of all
Obligations of the Loan Parties under the Loan Documents, in each case as
amended by this Amendment and Waiver.


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


SECTION 7.           Execution
in Counterparts.  This Amendment and
Waiver may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute but one and
the same agreement.  Delivery of an
executed counterpart of a signature page to this Amendment and Waiver by
facsimile shall be effective as delivery of a manually executed original
counterpart of this Amendment and Waiver.


SECTION 8.           Governing
Law.  This Amendment and Waiver shall
be governed by, and construed in accordance with, the laws of the State of New
York, and shall be subject to the jurisdictional and service provisions of the
Credit Agreement, as if this were a part of the Credit Agreement.


SECTION 9.           Entire
Agreement; Modification.  This
Amendment and Waiver constitutes the entire agreement of the parties hereto
with respect to the subject matter hereof, there being no other agreements or
understandings, oral, written or otherwise, respecting such subject matter, any
such agreement or understanding being superseded hereby, shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns, and may not be amended, extended or otherwise modified, except in
a writing executed in whole or in counterparts by each party hereto.


[SIGNATURES FOLLOW.]













 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment and Waiver to be executed by their
respective officers thereunto duly authorized, as of the date first above
written.


	
  

  	
  PIERRE FOODS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Joseph W. Meyers

  
	
   

  	
   

  	
  Joseph W. Meyers

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  PIERRE HOLDING CORP.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Joseph W. Meyers

  
	
   

  	
   

  	
  Joseph W. Meyers

  
	
   

  	
   

  	
  Vice President,
  Finance

  
	
   

  	
   

  	
   

  
	
   

  	
  PIERRE REAL PROPERTY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By PIERRE FOODS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By 

  	
  /s/ Joseph W.
  Meyers

  
	
   

  	
   

  	
   

  	
  Joseph W.
  Meyers,

  
	
   

  	
   

  	
   

  	
  Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  PF MANAGEMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Joseph W. Meyers

  
	
   

  	
   

  	
  Joseph W. Meyers

  
	
   

  	
   

  	
  Vice President,
  Finance

  
	
   

  	
   

  	
   

  
	
   

  	
  FRESH FOODS PROPERTIES, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By PIERRE FOODS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By 

  	
  /s/ Joseph W. Meyers

  
	
   

  	
   

  	
   

  	
  Joseph W. Meyers,

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  CLOVERVALE FARMS, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Joseph W. Meyers

  
	
   

  	
   

  	
  Joseph W. Meyers

  
	
   

  	
   

  	
  Vice President,
  Finance

  



 













 


	
  

  	
  CLOVERVALE TRANSPORTATION,
  INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Joseph W. Meyers

  
	
   

  	
   

  	
  Joseph W. Meyers

  
	
   

  	
   

  	
  Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
  CHEFS PANTRY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Joseph W. Meyers

  
	
   

  	
   

  	
  Joseph W. Meyers

  
	
   

  	
   

  	
  Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
  ZARTIC, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Joseph W. Meyers

  
	
   

  	
   

  	
  Joseph W. Meyers

  
	
   

  	
   

  	
  Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
  ZARTIC REAL
  PROPERTY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By PIERRE FOODS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By  

  	
  /s/ Joseph W. Meyers

  
	
   

  	
   

  	
   

  	
  Joseph W. Meyers,

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  ZAR TRAN, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Joseph W. Meyers

  
	
   

  	
   

  	
  Joseph W. Meyers

  
	
   

  	
   

  	
  Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
  ZAR TRAN REAL PROPERTY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By PIERRE FOODS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By  

  	
  /s/ Joseph W. Meyers

  
	
   

  	
   

  	
   

  	
  Joseph W. Meyers,

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  



 













 


	
  

  	
  WARFIGHTER FOODS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By PIERRE FOODS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By  

  	
  /s/ Joseph W. Meyers

  
	
   

  	
   

  	
   

  	
  Joseph W. Meyers,

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 













 


	
  

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION, as 

  
	
   

  	
   

  	
  Administrative Agent and Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Kira L. Deter

  
	
   

  	
   

  	
  Name:  Kira L. Deter

  
	
   

  	
   

  	
  Title:    Vice President

  



 













 


	
  

  	
  Lenders:

  
	
   

  	
   

  	
   

  
	
   

  	
  Antares Capital Corporation

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Jeffrey A. Skinner

  
	
   

  	
   

  	
  Name:  Jeffrey A. Skinner

  
	
   

  	
   

  	
  Title:    Duly Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  ANTARES FUNDING, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The Bank of New York Trust Company, N.A., as Trustee of the Antares
  Funding Trust created under the Trust Agreement dated as of November 30,
  1999, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Leslie Hindley

  
	
   

  	
   

  	
  Name:   Leslie Hindley

  
	
   

  	
   

  	
  Title:     AVP

  
	
   

  	
   

  	
   

  
	
   

  	
  Term Loan B2

  
	
   

  	
   

  	
   

  
	
   

  	
  ARES IIIR/IVR CLO LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  ARES CLO MANAGEMENT HIR/IVR, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ARES CLO GP IIIR/IVR, LLC, ITS GENERAL PARTNER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ARES MANAGEMENT LLC, ITS MANAGER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joshua M. Bloomstein

  
	
   

  	
   

  	
  Name:  Joshua M. Bloomstein

  
	
   

  	
   

  	
  Title:   Authorized Signatory

  
	
   

  	
   

  	
   

  



 













 


	
  

  	
  CONFLUENT 2 LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  Ares Private Account Management I, L.P., as Sub-Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  Ares Private Account Management I GP, LLC, as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  Ares Management LLC, as Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joshua M. Bloomstein

  
	
   

  	
   

  	
  Name:   Joshua M. Bloomstein

  
	
   

  	
   

  	
  Title:     Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  Term Loan B

  
	
   

  	
   

  	
   

  
	
   

  	
  MFL ARES ENHANCED LOAN INVESTMENT STRATEGY IR 

  
	
   

  	
   

  	
  LTD., as Trustee of the Ares Enhanced Loan Investment Strategy IR
  Trust

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  ARES ENHANCED LOAN MANAGEMENT IR, L.P., as Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  Ares Enhanced Loan IR GP, LLC, as its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  Ares Management LLC, as its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joshua M. Bloomstein

  
	
   

  	
   

  	
  Name:   Joshua M. Bloomstein

  
	
   

  	
   

  	
  Title:     Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  Ares VR CLO Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  Ares CLO Management VR, L.P., Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  Ares CLO GP VR, LLC, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  Ares Management LLC, its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joshua M. Bloomstein

  
	
   

  	
   

  	
  Name:    Joshua M. Bloomstein

  
	
   

  	
   

  	
  Title:      Authorized
  Signatory

  



 













 


	
  

  	
  ARES XI CLO Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  ARES CLO MANAGEMENT XI, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  ARES CLO GP XI, LLC, ITS GENERAL PARTNER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  ARES MANAGEMENT LLC, ITS MANAGER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joshua M. Bloomstein

  
	
   

  	
   

  	
  Name:    Joshua M. Bloomstein

  
	
   

  	
   

  	
  Title:      Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  Ares VII CLO Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  Ares CLO Management VIII, L.P., Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  Ares CLO GP VIII, LLC, Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  Ares Management LLC, its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joshua M. Bloomstein

  
	
   

  	
   

  	
  Name:    Joshua M. Bloomstein

  
	
   

  	
   

  	
  Title:     Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  Lenders:

  
	
   

  	
   

  	
   

  
	
   

  	
  Atlas Loan Funding (Hartford), LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:  

  	
  Atlas Capital Funding, Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:  

  	
  Structured Asset Investors, LLC

  Its Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diana M. Himes

  
	
   

  	
   

  	
  Name:  Diana M. Himes

  
	
   

  	
   

  	
  Title:    Vice President

  



 













 


	
  

  	
  Aurum CLO 2002-1 Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  Deutsche Investment Management Americas, Inc. (as successor in
  interest to Deutsche Asset Management, Inc.), As Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric S. Meyer

  
	
   

  	
   

  	
  Name:  Eric S. Meyer

  
	
   

  	
   

  	
  Title:    Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Phuong T. Le

  
	
   

  	
   

  	
  Name:   Phuong T. Le

  
	
   

  	
   

  	
  Title:     Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Ballantyne Funding LLC

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tara E. Kenny

  
	
   

  	
   

  	
  Name:   Tara E. Kenny

  
	
   

  	
   

  	
  Title:     Assistant Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  Bank of America N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jennifer Dekeukelaere

  
	
   

  	
   

  	
  Name:   Jennifer Dekeukelaere

  
	
   

  	
   

  	
  Title:     Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Ballyrock CLO II Limited

  
	
   

  	
  BALLYROCK Investment Advisors LLC,

  
	
   

  	
  as Collateral Manager

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lisa B. Rymut

  
	
   

  	
   

  	
  Name:   Lisa B. Rymut

  
	
   

  	
   

  	
  Title:     Assistant Treasurer

  



 













 


	
  

  	
  Fidelity Advisor Series II: 
  Fidelity 

  
	
   

  	
  Advisor High Income Fund

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary Ryan

  
	
   

  	
   

  	
  Name:   Gary Ryan

  
	
   

  	
   

  	
  Title:      Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  Fidelity Central Investment Portfolios

  LLC: Fidelity High Income Central

  Investment Portfolio 1

  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary Ryan

  
	
   

  	
   

  	
  Name:   Gary Ryan

  
	
   

  	
   

  	
  Title:     Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  Fidelity Fixed Income Trust Fidelity

  Focused High Income Fund

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary Ryan

  
	
   

  	
   

  	
  Name:   Gary Ryan

  
	
   

  	
   

  	
  Title:      Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  Fidelity Central Investment Portfolios

  LLC: Fidelity Specialized High Income

  Central Investment Portfolio

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary Ryan

  
	
   

  	
   

  	
  Name:   Gary Ryan

  
	
   

  	
   

  	
  Title:      Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  Fidelity Central Investment Portfolios

  LLC:  Fidelity Floating Rate Central

  Investment Portfolio

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary Ryan

  
	
   

  	
   

  	
  Name:   Gary Ryan

  
	
   

  	
   

  	
  Title:      Assistant Treasurer

  
	
   

  	
   

  	
   

  



 













 


	
  

  	
  Variable Insurance Products Fund: 
  High

  Income Portfolio

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary Ryan

  
	
   

  	
   

  	
  Name:   Gary Ryan

  
	
   

  	
   

  	
  Title:      Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  Pyramis High Yield Bond Commingled

  Pool Pyramis Global Advisors Trust

  Company as trustee for Pyramis High

  Yield Bond Commingled Pool

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoff W. Johnson

  
	
   

  	
   

  	
  Name:   Geoff W. Johnson

  
	
   

  	
   

  	
  Title:      Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  General Motors Trust Bank, National

  Association

  Pyramis Global Advisors Trust

  Company, as Investment Manager Under

  Power of Attorney

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoff W. Johnson

  
	
   

  	
   

  	
  Name:   Geoff W. Johnson

  
	
   

  	
   

  	
  Title:      Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  General Motors Investment Management

  Corp

  Pyramis Global Advisors Trust

  Company, as Investment Manager Under

  Power of Attorney

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoff W. Johnson

  
	
   

  	
   

  	
  Name:   Geoff W. Johnson

  
	
   

  	
   

  	
  Title:      Vice President

  



 













 


	
  

  	
  Callidus Debt Partners CLO Fund II, Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:    Its Collateral Manager,

  
	
   

  	
   

  	
            Callidus Capital
  Management, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter R. Bennitt

  
	
   

  	
   

  	
  Name:   Peter R. Bennitt

  
	
   

  	
   

  	
  Title:      Principal

  
	
   

  	
   

  	
   

  
	
   

  	
  Beecher CBNA Loan Funding LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Beata Konopko

  
	
   

  	
   

  	
  Name:   Beata Konopko

  
	
   

  	
   

  	
  Title:      Attorney-In-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
  Bushnell CBNA Loan Funding LLC, for itself or as agent for Bushnell
  CFPI Loan Funding LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Beata Konopko

  
	
   

  	
   

  	
  Name:   Beata Konopko

  
	
   

  	
   

  	
  Title:      Attorney-In-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
  Callidus Debt Partners CLO Fund III Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  Its Collateral Manager, 

  Callidus Capital Management, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter R. Bennitt

  
	
   

  	
   

  	
  Name:   Peter R. Bennitt

  
	
   

  	
   

  	
  Title:      Principal

  
	
   

  	
   

  	
   

  
	
   

  	
  Callidus Debt Partners CLO Fund IV Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  Its Collateral Manager, 

  Callidus Capital Management, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter R. Bennitt

  
	
   

  	
   

  	
  Name:   Peter R. Bennitt

  
	
   

  	
   

  	
  Title:      Principal

  
	
   

  	
   

  	
   

  



 













 


	
  

  	
  Callidus Debt Partners CLO Fund V, Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  Its Collateral Manager, 

  Callidus Capital Management, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter R. Bennitt

  
	
   

  	
   

  	
  Name:   Peter R. Bennitt

  
	
   

  	
   

  	
  Title:      Principal

  
	
   

  	
   

  	
   

  
	
   

  	
  Callidus Debt Partners CLO Fund VI, Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  Its Collateral Manager, 

  Callidus Capital Management, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter R. Bennitt

  
	
   

  	
   

  	
  Name:   Peter R. Bennitt

  
	
   

  	
   

  	
  Title:      Principal

  
	
   

  	
   

  	
   

  
	
   

  	
  CIT Lending Services

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth R. Geiger

  
	
   

  	
   

  	
  Name:   Kenneth R. Geiger

  
	
   

  	
   

  	
  Title:     Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Confluent 3 Limited

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  Morgan Stanley Investment
  Management Inc.

  as Investment Manger

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Hayes

  
	
   

  	
   

  	
  Name:   John Hayes

  
	
   

  	
   

  	
  Title:     Executive Director

  
	
   

  	
   

  	
   

  
	
   

  	
  COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK
  NEDERLAND”, NEW YORK BRANCH

  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter Glawe

  
	
   

  	
   

  	
  Name:   Peter Glawe

  
	
   

  	
   

  	
  Title:     Vice President

  



 













 


	
  

  	
  By:

  	
  /s/ Andrew Sherman

  
	
   

  	
   

  	
  Name:   Andrew Sherman

  
	
   

  	
   

  	
  Title:     Executive Director

  
	
   

  	
   

  	
   

  
	
   

  	
  CUNA Mutual Life Insurance Company

  By:  Deutsche Investment Management
  Americas, Inc.

  (as successor in interest to Deutsche Asset Management, Inc.),  in its Capacity as Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric S. Meyer

  
	
   

  	
   

  	
  Name:   Eric S. Meyer

  
	
   

  	
   

  	
  Title:     Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Phuong T. Le

  
	
   

  	
   

  	
  Name:   Phuong T. Le

  
	
   

  	
   

  	
  Title:     Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Denali Capital LLC, managing member of

  DC Funding Partners LLC, portfolio manager for

  DENALI CAPITAL CLO IV, LTD., or an affiliate

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David P. Dekker

  
	
   

  	
   

  	
  Name:   David P. Dekker

  
	
   

  	
   

  	
  Title:     Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Denali Capital LLC, managing member of

  DC Funding Partners LLC, portfolio manager for

  DENALI CAPITAL CLO V, LTD., or an affiliate

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David P. Dekker

  
	
   

  	
   

  	
  Name:   David P. Dekker

  
	
   

  	
   

  	
  Title:     Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Denali Capital LLC, managing member of

  DC Funding Partners LLC, portfolio manager for

  DENALI CAPITAL CLO VII, LTD., or an affiliate

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David P. Dekker

  
	
   

  	
   

  	
  Name:   David P. Dekker

  
	
   

  	
   

  	
  Title:     Chief Financial
  Officer

  



 













 


	
  

  	
  Denali Capital LLC, managing member of

  DC Funding Partners LLC, portfolio manager for

  DENALI CAPITAL CLO VIII, LTD., or an affiliate

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David P. Dekker

  
	
   

  	
   

  	
  Name:   David P. Dekker

  
	
   

  	
   

  	
  Title:     Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  EAGLE LOAN TRUST

  By:  Stanfield Capital Partners, LLC

  as its Collateral Manager

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Frey

  
	
   

  	
   

  	
  Name:   David Frey

  
	
   

  	
   

  	
  Title:     Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Flagship CLO III

  By:  Deutsche Investment Management
  Americas, Inc.

  (as successor in interest to Deutsche Asset Management, Inc.),

  As Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric S. Meyer

  
	
   

  	
   

  	
  Name:   Eric S. Meyer

  
	
   

  	
   

  	
  Title:     Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Phuong T. Le

  
	
   

  	
   

  	
  Name:   Phuong T. Le

  
	
   

  	
   

  	
  Title:     Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Flagship CLO IV

  By:  Deutsche Investment Management
  Americas, Inc.

  (as successor in interest to Deutsche Asset Management, Inc.),

  As Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric S. Meyer

  
	
   

  	
   

  	
  Name:   Eric S. Meyer

  
	
   

  	
   

  	
  Title:     Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Phuong T. Le

  
	
   

  	
   

  	
  Name:   Phuong T. Le

  
	
   

  	
   

  	
  Title:     Vice President

  



 













 


	
  

  	
  Flagship CLO V

  By:  Deutsche Investment Management
  Americas, Inc.

  (as successor in interest to Deutsche Asset Management, Inc.),

  As Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric S. Meyer

  
	
   

  	
   

  	
  Name:   Eric S. Meyer

  
	
   

  	
   

  	
  Title:     Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Phuong T. Le

  
	
   

  	
   

  	
  Name:   Phuong T. Le

  
	
   

  	
   

  	
  Title:     Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Flagship CLO VI

  By:  Deutsche Investment Management Americas,
  Inc.

  As Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric S. Meyer

  
	
   

  	
   

  	
  Name:   Eric S. Meyer

  
	
   

  	
   

  	
  Title:     Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Phuong T. Le

  
	
   

  	
   

  	
  Name:   Phuong T. Le

  
	
   

  	
   

  	
  Title:     Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  THE FOOTHILL GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis R. Ascher

  
	
   

  	
   

  	
  Name:   Dennis R. Ascher

  
	
   

  	
   

  	
  Title:     SR VP

  
	
   

  	
   

  	
   

  
	
   

  	
  FOOTHILL CLO I Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  The Foothill Group, Inc., as attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis R. Ascher

  
	
   

  	
   

  	
  Name:   Dennis R. Ascher

  
	
   

  	
   

  	
  Title:     SR VP

  



 













 


	
  

  	
  Grand Central Asset Trust, ALAD Series

  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Janet Haack

  
	
   

  	
   

  	
  Name:   Janet Haack

  
	
   

  	
   

  	
  Title:     As Attorney In Fact

  
	
   

  	
   

  	
   

  
	
   

  	
  General Electric Capital Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey A. Skinner

  
	
   

  	
   

  	
  Name:   Jeffrey A. Skinner

  
	
   

  	
   

  	
  Title:     Duly Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  General Electric Capital Corporation, as Administrator

  for GE CFS Loan Holding, 2006-2 LLC as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dwayne L. Coker

  
	
   

  	
   

  	
  Name:   Dwayne L. Coker

  
	
   

  	
   

  	
  Title:     Duly Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  General Electric Capital Corporation, as Administrator

  for Merritt CLO Loan Holding LLC as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dwayne L. Coker

  
	
   

  	
   

  	
  Name:   Dwayne L. Coker

  
	
   

  	
   

  	
  Title:     Duly Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  Grand Central Asset Trust, ALAD Series

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Janet Haack

  
	
   

  	
   

  	
  Name:   Janet Haack

  
	
   

  	
   

  	
  Title:     As Attorney In Fact

  
	
   

  	
   

  	
   

  
	
   

  	
  Harch CLO II Limited

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael E. Lewitt

  
	
   

  	
   

  	
  Name:   Michael E. Lewitt

  
	
   

  	
   

  	
  Title:     Authorized Signatory

  



 













 


	
  

  	
  Harch CLO III Limited

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael E. Lewitt

  
	
   

  	
   

  	
  Name:   Michael E. Lewitt

  
	
   

  	
   

  	
  Title:     Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  Hartford Institutional Trust, on behalf of its Floating Rate Bank
  Loan Series

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  Hartford Investment
  Management Company, its Investment Manger

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Francisco Bisseu

  
	
   

  	
   

  	
  Name:   Francisco Bisseu

  
	
   

  	
   

  	
  Title:     VP

  
	
   

  	
   

  	
   

  
	
   

  	
  The Hartford Mutual Funds, Inc., on behalf of the Hartford Floating
  Rate Fund by Hartford Investment Management Company, its sub-advisor, as a
  lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Francisco Bisseu

  
	
   

  	
   

  	
  Name:   Francisco Bisseu

  
	
   

  	
   

  	
  Title:     VP

  
	
   

  	
   

  	
   

  
	
   

  	
  Landmark II CDO Limited

  by Aladdin Capital Management, LLC, as Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas E. Bancroft

  
	
   

  	
   

  	
  Name:   Thomas E. Bancroft

  
	
   

  	
   

  	
  Title:     Designated Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  Landmark X CDO Limited

  by Aladdin Capital Management, LLC, as Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas E. Bancroft

  
	
   

  	
   

  	
  Name:   Thomas E. Bancroft

  
	
   

  	
   

  	
  Title:     Designated Signatory

  



 













 


	
  

  	
  LaSalle Bank National Association

  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony M. Buehler

  
	
   

  	
   

  	
  Name:   Anthony M. Buehler

  
	
   

  	
   

  	
  Title:     First Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  MAPS CLO Fund II, Ltd.

  By:  Its Collateral Manager,

  Callidus Capital Management, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter R. Bennitt

  
	
   

  	
   

  	
  Name:   Peter R. Bennitt

  
	
   

  	
   

  	
  Title:      Principal

  
	
   

  	
   

  	
   

  
	
   

  	
  MORGAN STANLEY PRIME INCOME TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Hayes

  
	
   

  	
   

  	
  Name:   John Hayes

  
	
   

  	
   

  	
  Title:     Executive Director

  
	
   

  	
   

  	
   

  
	
   

  	
  NAVIGATOR CDO 2004, LTD, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  Antares Asset Management Inc., as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John Campos

  
	
   

  	
   

  	
  Name:   John Campos

  
	
   

  	
   

  	
  Title:     Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  NAVIGATOR CDO 2006, LTD, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  

  	
  GE Asset Management Inc., as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John Campos

  
	
   

  	
   

  	
  Name:   John Campos

  
	
   

  	
   

  	
  Title:     Authorized Signatory

  



 













 


	
  

  	
  PANGAEA CLO 2007-1 LTD

  as Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael P. King

  
	
   

  	
   

  	
  Name:   Michael P. King

  
	
   

  	
   

  	
  Title:     Senior Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Prospero CLO I B.V.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Hurshman

  
	
   

  	
   

  	
  Name:   Eric Hurshman

  
	
   

  	
   

  	
  Title:     Attorney-In-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
  Prospero CLO II B.V.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Hurshman

  
	
   

  	
   

  	
  Name:   Eric Hurshman

  
	
   

  	
   

  	
  Title:     Attorney-In-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
  QUALCOMM Global Trading, Inc.

  By:  Morgan Stanley Investment
  Management Inc.

  as Investment Manager

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Hayes

  
	
   

  	
   

  	
  Name:   John Hayes

  
	
   

  	
   

  	
  Title:     Executive Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Schooner CDO, LTD

  
	
   

  	
  By:  Deutsche Investment
  Management Americas, Inc.

  
	
   

  	
   

  	
  As Interim Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric S. Meyer

  
	
   

  	
   

  	
  Name:   Eric S. Meyer

  
	
   

  	
   

  	
  Title:     Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Phuong T. Le

  
	
   

  	
   

  	
  Name:   Phuong T. Le

  
	
   

  	
   

  	
  Title:     Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  Stanfield Amage CLO Ltd.

  



 













 


	
  

  	
  By:  Stanfield Capital
  Partners, LLC

  as its Collateral Manager

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Frey

  
	
   

  	
   

  	
  Name:   David Frey

  
	
   

  	
   

  	
  Title:     Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Stanfield AZURE CLO, Ltd.

  By:  Stanfield Capital Partners, LLC

  as its Collateral Manager

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Frey

  
	
   

  	
   

  	
  Name:   David Frey

  
	
   

  	
   

  	
  Title:     Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Stanfield Bristol CLO, Ltd.

  By:  Stanfield Capital Partners, LLC

  as its Collateral Manager

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Frey

  
	
   

  	
   

  	
  Name:   David Frey

  
	
   

  	
   

  	
  Title:     Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Stanfield Carrera CLO, Ltld.

  By:  Stanfield Capital Partners, LLC

  as its Collateral Manager

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Frey

  
	
   

  	
   

  	
  Name:   David Frey

  
	
   

  	
   

  	
  Title:     Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Stanfield Daytona CLO, Ltd

  By:  Stanfield Capital Partners, LLC

  as its Collateral Manager

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Frey

  
	
   

  	
   

  	
  Name:   David Frey

  
	
   

  	
   

  	
  Title:     Managing Director

  



 













 


	
  

  	
  Stanfield McLaren CLO, Ltd.

  By:  Stanfield Capital Partners, LLC

  as its Collateral Manager

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Frey

  
	
   

  	
   

  	
  Name:   David Frey

  
	
   

  	
   

  	
  Title:     Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Stanfield Modena CLO, Ltd.

  By:  Stanfield Capital Partners, LLC

  as its Asset Manager

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Frey

  
	
   

  	
   

  	
  Name:   David Frey

  
	
   

  	
   

  	
  Title:     Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Stanfield Vantage CLO, Ltd.

  By:  Stanfield Capital Partners, LLC

  as its Asset Manager

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Frey

  
	
   

  	
   

  	
  Name:   David Frey

  
	
   

  	
   

  	
  Title:     Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  The Sumitomo Trust and Banking Co, Ltd.

  New York Branch

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elizabeth A. Quirk

  
	
   

  	
   

  	
  Name:   Elizabeth A. Quirk

  
	
   

  	
   

  	
  Title:     Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  WB Loan Funding 1, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diana M. Himes

  
	
   

  	
   

  	
  Name:   Diana M. Himes

  
	
   

  	
   

  	
  Title:     Vice President

  



 













 


	
  

  	
  Venture III CDO Limited

  By its investment advisor,

  MJX Asset Management LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John J. Wagner

  
	
   

  	
   

  	
  Name:  John J. Wagner

  
	
   

  	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Venture IV CDO Limited

  By its investment advisor,

  MJX Asset Management LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John J. Wagner

  
	
   

  	
   

  	
  Name:  John J. Wagner

  
	
   

  	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Venture V CDO Limited

  By its investment advisor,

  MJX Asset Management LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John J. Wagner

  
	
   

  	
   

  	
  Name:  John J. Wagner

  
	
   

  	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Venture VII CDO Limited

  By its investment advisor,

  MJX Asset Management LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John J. Wagner

  
	
   

  	
   

  	
  Name:  John J. Wagner

  
	
   

  	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Venture IX CDO Limited

  By its investment advisor,

  MJX Asset Management LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John J. Wagner

  
	
   

  	
   

  	
  Name:  John J. Wagner

  
	
   

  	
   

  	
  Title:    Managing Director

  



 













 


	
  

  	
  VAN KAMPEN

  SENIOR LOAN FUND

  By:  Van Kampen Asset Management

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christina Jamieson

  
	
   

  	
   

  	
  Name:  Christina Jamieson

  
	
   

  	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  VAN KAMPEN

  SENIOR INCOME TRUST

  By:  Van Kampen Asset Management

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christina Jamieson

  
	
   

  	
   

  	
  Name:  Christina Jamieson

  
	
   

  	
   

  	
  Title:    Managing Director

  



 













 


ANNEX A


SCHEDULE IV TO THE CREDIT AGREEMENT


CONSOLIDATED EBITDA ADJUSTMENTS


($ in Millions)


	
   

  	
   

  	
  Fiscal 2007

  	
   

  	
  Fiscal 2008

  	
   

  
	
   

  	
   

  	
  Q3

  	
   

  	
  Q4

  	
   

  	
  Q1

  	
   

  	
  Q2

  	
   

  	
  Q3

  	
   

  	
  Q4

  	
   

  
	
  Zartic Acquisition Adjustments

  	
   

  	
  $2.6

  	
   

  	
  $1.6

  	
   

  	
  $0.8

  	
   

  	
  $0.2

  	
   

  	
  $0.1

  	
   

  	
  $0.0

  	
   

  
	
  Transaction Adjustments

  	
   

  	
  0.0

  	
   

  	
  12.5

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  
	
  Nonrecurring Expenses

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  1.6

  	
   

  	
  1.9

  	
   

  	
  0.5

  	
   

  	
  0.1

  	
   

  
	
  Run Rate Adjustments

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  2.4

  	
   

  	
  2.4

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  
	
  Other Pro Forma Adjustments

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  (0.4

  	
  )

  	
  (0.2

  	
  )

  	
  0.0

  	
   

  	
  0.0

  	
   

  
	
  Total Adjustments

  	
   

  	
  $2.6

  	
   

  	
  $14.2

  	
   

  	
  $4.4

  	
   

  	
  $4.3

  	
   

  	
  $0.7

  	
   

  	
  $0.1