Vanguard Health Systems (VHS) 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

EXHIBIT 10.2

FIRST AMENDMENT TO CREDIT AGREEMENT

                        FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of August 15, 2005, among VANGUARD HEALTH HOLDING COMPANY I, LLC, a Delaware limited liability company (“VHS Holdco I”), VANGUARD HEALTH HOLDING COMPANY II, LLC, a Delaware limited liability company (“VHS Holdco II”), VANGUARD HOLDING COMPANY II, INC., a Delaware corporation (the “Co-Borrower” and, together with VHS Holdco II, the “Borrowers” and each, a “Borrower”), the lenders party to the Credit Agreement referred to below from time to time (the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).  Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined.

W I T N E S S E T H :

                        WHEREAS, VHS Holdco I, the Borrowers, the Lenders, the Administrative Agent, the Syndication Agent, the Co-Documentation Agents and the Joint Lead Arrangers have entered into a Credit Agreement, dated as of September 23, 2004 (the “Credit Agreement”);

                        WHEREAS, the Borrowers wish to amend the Credit Agreement to enable them to (i) prepay the outstanding aggregate principal amount, and all accrued and unpaid interest on, the Existing Senior Subordinated Notes and (ii) convert and/or refinance in full all of the Initial Term Loans outstanding on the Repricing Amendment Effective Date (as defined below) (the “Existing Term Loans to be Refinanced”) through (x) the conversion of such Existing Term Loans to be Refinanced into Replacement Term Loans and/or (y) the incurrence of Replacement Term Loans as more fully provided herein, in each case with the same terms as were theretofore applicable to the Existing Term Loans to be Refinanced except as amended by this First Amendment; and

                        WHEREAS, the parties hereto wish to amend the Credit Agreement as herein provided;

                        NOW, THEREFORE, it is agreed:

A.        Amendment Relating to the Prepayment of Existing Senior Subordinated Notes.

                        1.         Section 9.11(i) of the Credit Agreement is hereby amended by deleting the text “any Existing Senior Subordinated Notes,” appearing therein.

B.         Amendments Relating to the Repricing of Initial Term Loans.

                        1.         (a)  On September 26, 2005 (subject to (i) the receipt by the Administrative Agent of a Notice of Borrowing in form and substance reasonably satisfactory to the Administrative Agent and substantially in accordance with the requirements of Section 1.03 of the Credit Agreement (with appropriate adjustments to reflect a request for the Borrowing of Replacement Term Loans instead of “Term Loans”), (ii) the receipt by the Administrative Agent of a notice of prepayment of the Existing Term Loans to be Refinanced in accordance with the relevant requirements of Section 4.01(a) of the Credit Agreement, and (iii) the satisfaction of the relevant conditions specified in Section 6 of the Credit Agreement and the occurrence of the Repricing Amendment Effective Date on or prior to such date), each Lender with a “Replacement Term Loan Commitment” as shown on Schedule 11.01 attached hereto (each, a “Replacement Term Loan Commitment”) hereby agrees to make a Replacement Term Loan in the respective principal amount set forth on Schedule 11.01 attached hereto, in each case in accordance with the relevant requirements of the Credit Agreement except that (i) the date of the making of the Replacement Term Loans described in this paragraph, other than those Existing Term Loans to be Refinanced being converted into Replacement Term Loans, shall be as set forth above and (ii) each Lender with a Replacement Term Loan Commitment with Existing Term Loans to be Refinanced outstanding immediately prior to the occurrence of the Repricing Amendment Effective Date shall convert its theretofore outstanding Existing Term Loans to be Refinanced (in a principal amount up to, but not in excess of, the Replacement Term Loan Commitment of such Lender as specified on Schedule 11.01 attached hereto) into Replacement Term Loans hereunder without any requirement that it make cash proceeds available to the Borrower (except to the extent that the Replacement Term Loan Commitment of such Lender exceeds the principal amount of its theretofore outstanding Existing Term Loans to be Refinanced).  The Borrower shall direct the Administrative Agent to apply (and the Administrative Agent shall apply) all cash proceeds of Replacement Term Loans made hereunder to refinance then outstanding Existing Term Loans to be Refinanced pursuant to the Credit Agreement (before giving effect to this First Amendment) other than those Existing Term Loans to be Refinanced being converted into Replacement Term Loans.

                        (b)  It is understood and agreed by each of the parties hereto that (x) the aggregate principal amount of Replacement Term Loans outstanding after giving effect to the Repricing Amendment Effective Date shall be equal to the aggregate amount of Existing Term Loans to be Refinanced which were outstanding immediately prior to giving effect thereto, (y) the Replacement Term Loans being made pursuant to this First Amendment (whether by conversion or the making of cash proceeds available to the Borrower to refinance Existing Term Loans to be Refinanced) shall constitute Initial Term Loans for all purposes of the Credit Agreement, and (z) on the Repricing Amendment Effective Date, the Replacement Term Loan Commitments shall terminate after giving effect to the incurrence of (and conversion of Existing Term Loans to be Refinanced into) Replacement Term Loans. 

                        (c)  Notwithstanding anything herein to the contrary, in the event that the aggregate principal amount of Existing Term Loans to be Refinanced immediately prior to the incurrence of the Replacement Term Loans (and/or the conversion of Existing Term Loans to be Refinanced) as provided above in this Section B.1 is less than $795,687,500 (with the difference of (x) $795,687,500 less (y) the aggregate principal amount of Existing Term Loans to be Refinanced outstanding immediately prior to such incurrence (and/or conversion) herein referred to as the “Reduction Amount”), then the aggregate amount of the Replacement Term Loan Commitments shall be reduced by the Reduction Amount, with such reduction to be applied to reduce the Replacement Term Loan Commitment of each Lender with such a commitment on a pro rata basis based on the relative amounts of each such Lender’s Replacement Term Loan Commitment existing immediately prior to such reduction.  In connection with any reduction to the Replacement Term Loan Commitments as contemplated above in this clause (c), Schedule 11.01 (as amended pursuant to this First Amendment) shall be automatically adjusted to reflect such pro rata reduction.

                        (d)  Any Lender holding outstanding Existing Term Loans to be Refinanced immediately prior to the Repricing Amendment Effective Date, that does not (in its sole discretion) provide a Replacement Term Loan Commitment pursuant hereto, shall have its outstanding Existing Term Loans to be Refinanced repaid in full on the Repricing Amendment Effective Date (if same occurs). 

            2.         On the Repricing Amendment Effective Date, (x) the Interest Period applicable to each Borrowing of Existing Term Loans to be Refinanced existing on the Repricing Amendment Effective Date immediately prior to the incurrence of the Replacement Term Loans and maintained as Eurodollar Loans under the Credit Agreement shall, simultaneously with the incurrence of (and conversion of Existing Term Loans to be Refinanced into) Replacement Term Loans, be broken, (y) the Administrative Agent shall (and is hereby authorized to) take all appropriate actions to ensure that all Lenders with outstanding Term Loans (after giving effect to the incurrence of Replacement Term Loans pursuant to this Amendment) participate in each new Borrowing of Term Loans on a pro rata basis (based upon the principal amount of the Term Loans held by each such Lender (after giving effect to the Amendment Effective Date) and (z) the Borrower shall be obligated to pay to the respective Lenders breakage or other costs of the type referred to in Section 1.11 of the Credit Agreement (if any) incurred in connection with the actions taken pursuant to preceding clauses (x) and (y).

            3.         Section 4.02(b) of the Credit Agreement is hereby amended by deleting the text “December 31, 2004” appearing therein and inserting the text “December 31, 2005” in lieu thereof.

            4.         Section 8 of the Credit Agreement is hereby amended by inserting the following new subsection 8.15 at the end of said Section:

                        “Section 8.15  First Amendment Mortgage Amendments.  Within 60 days following the Repricing Amendment Effective Date, if and to the extent requested by the Collateral Agent, the Borrower shall have delivered to the Collateral Agent, or caused to be delivered to the Collateral Agent, fully executed counterparts of amendments (the “First Amendment Mortgage Amendments”), in form and substance reasonably satisfactory to the Administrative Agent, to each of the Mortgages covering the Mortgaged Properties, together with evidence that counterparts of each of the First Amendment Mortgage Amendments have been delivered to the title company insuring the Lien on the Mortgages for recording in all places to the extent necessary or desirable, in the judgment of the Collateral Agent, effectively to maintain a valid and enforceable perfected mortgage lien, superior to and prior to the rights of all third parties and subject to no other Liens (except as are permitted by Section 9.01), on the Mortgaged Properties in favor of the Collateral Agent for the benefit of the Secured Parties securing all of the Obligations (including the Replacement Term Loans), provided that the actions required to be taken by the Borrower pursuant to this Section 8.15 shall not be required in the event that each Lender holding outstanding Term Loans immediately prior to the Repricing Amendment Effective Date provides a Replacement Term Loan Commitment pursuant to the First Amendment.”

            5.         The definition of “Applicable Margin” appearing in Section 11.01 of the Credit Agreement is hereby amended by deleting clause (b) appearing therein in its entirety and inserting the following in lieu thereof:

            “(b)      with respect to Initial Term Loans, (x) maintained as Eurodollar Loans, 2.25% and (y) maintained as Base Rate Loans, 1.25%; and”.

            6.         Section 11.01 of the Credit Agreement is hereby further amended by inserting in the appropriate alphabetical order the following new definitions:

                        “First Amendment” shall mean the First Amendment to this Agreement, dated as of August 15, 2005.

                        “Preliminary Amendment Effective Date” shall have the meaning provided in the First Amendment.

                        “Repricing Amendment Effective Date” shall have the meaning provided in the First Amendment.

                        “Replacement Term Loan Commitment” shall have the meaning provided in the First Amendment.

            7.         Schedule 11.01 to the Credit Agreement is hereby amended by deleting same in its entirety and inserting in lieu thereof a new Schedule 11.01 in the form of Schedule 11.01 attached hereto.

C.        Miscellaneous Provisions

            1.         In order to induce the Lenders to enter into this First Amendment, VHS Holdco I and the Borrowers hereby represent and warrant to each of the Lenders that both immediately before and immediately after giving effect to the Preliminary Amendment Effective Date (as defined below) (i) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Preliminary Amendment Effective Date with the same effect as though such representations and warranties had been made on and as of such date (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and (ii) there exists no Default or Event of Default on the Preliminary Amendment Effective Date.

            2.         This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.

            3.         This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instru­ment.  A complete set of counterparts executed by all the parties hereto shall be lodged with Holdings, the Borrowers and the Administrative Agent.

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

            5.         The amendment set forth in Section A of this First Amendment shall become effective on the date (the “Preliminary Amendment Effective Date”) when:

                        (i)         VHS Holdco I, each Borrower, each Subsidiary Guarantor and the
            Required Lenders shall have signed a counterpart hereof (whether the same or
            different counterparts) and shall have delivered (including by way of facsimile
            transmission) the same to the Administrative Agent at the Notice Office.

            6.         The amendments set forth in Section B of this First Amendment shall become effective on September 26, 2005 (the “Repricing Amendment Effective Date”) provided that each of the following conditions shall have been satisfied:

                        (i)         The Preliminary Amendment Effective Date shall have occurred;

                        (ii)        each Lender with a Replacement Term Loan Commitment as
            shown on Schedule 11.01 attached hereto, as adjusted pursuant to Section
            B.1.(c) of this First Amendment (which in aggregate total amount shall equal the
            aggregate principal amount of the Existing Term Loans to be Refinanced
            outstanding on the Repricing Amendment Effective Date), shall have signed a
            counterpart hereof (whether the same or different counterparts) and shall have
            delivered (including by way of facsimile transmission) the same to the
            Administrative Agent at the Notice Office;

                        (iii)       there shall have been delivered to the Administrative Agent for the
            account of each of the Lenders that have requested same an appropriate Initial
            Term Note executed by the Borrowers in each case in the amount, maturity and
            otherwise as provided in the Credit Agreement;

                        (iii)       all accrued and unpaid interest on all Existing Term Loans to be
            Refinanced that are to be repaid in cash by the incurrence of new Replacement
            Term Loans (as opposed to by conversion of Existing Term Loans to be
            Refinanced into Replacement Term Loans) shall  have been paid in full and all
            costs of the type described in Section 1.11 of the Credit Agreement shall have
            been paid in full in connection with the repayment (including by way of
            conversion of Existing Term Loans to be Refinanced into Replacement Term
            Loans) of the Existing Term Loans to be Refinanced on the Repricing
            Amendment Effective Date;

                        (iv)       the principal of all outstanding Existing Term Loans to be
            Refinanced which are not being converted into Replacement Term Loans in
            accordance with the terms of this First Amendment shall concurrently be paid in
            full with the proceeds of Replacement Term Loans made pursuant to Section B.1
            of this First Amendment;

                        (v)        there shall have been delivered to Administrative Agent copies of
            resolutions of the board of directors of the Borrowers approving and authorizing
            the execution, delivery and performance of this First Amendment and the Credit
            Documents as amended by this First Amendment, certified as of the Repricing
            Amendment Effective Date by the chairman of the board, the chief executive
            officer, the chief financial officer, the president, any vice president or the
            treasurer of the Borrowers, and attested to by the secretary or any assistant
            secretary of the respective Borrower as being in full force and effect without
            modification or amendment;

                        (vi)       the Administrative Agent shall have received (i) from Simpson,
            Thacher & Bartlett LLP, special counsel to the Credit Parties, an opinion
            addressed to the Administrative Agent, the Collateral Agent and each of the
            Lenders and dated the Repricing Amendment Effective Date, which opinion shall
            be in form and substance reasonably satisfactory to the Administrative Agent and
            (ii) from Ronald P. Soltman, Esq., General Counsel to the Credit Parties, an
            opinion addressed to the Administrative Agent, the Collateral Agent and each of
            the Lenders and dated the Repricing Amendment Effective Date, which opinion
            shall be in form and substance reasonably satisfactory to the Administrative
            Agent; 

                        (vii)      the Administrative Agent shall have received an officer’s
            certificate signed by the chairman of the board or the chief financial officer of
            each Borrower, and attested to by the secretary or the assistant secretary of the
            respective Borrower, certifying that (i) the incurrence of the Replacement Term
            Loans does not violate the New Senior Subordinated Note Indenture and (ii) both
            immediately before and immediately after giving effect to the Repricing
            Amendment Effective Date (x) all of the representations and warranties contained
            in the Credit Agreement and in the other Credit Documents are true and correct in
            all material respects on and as of the Repricing Amendment Effective Date with
            the same effect as though such representations and warranties had been made on
            and as of such date (unless such representations and warranties relate to a specific
            earlier date, in which case such representations and warranties shall be true and
            correct in all material respects as of such earlier date) and (y) there exists no
            Default or Event of Default on the Repricing Amendment Effective Date; and

                        (viii) the Initial Sub-Tranche 3 Term Loan Commitments shall have been
            reduced to zero.

            7.         By executing and delivering a copy hereof, each Credit Party hereby agrees that all Loans (including, without limitation, the Replacement Term Loans) shall be fully guaranteed pursuant to the Guaranties in accordance with the terms and provisions thereof and shall be fully secured pursuant to the applicable Security Documents.

            8.         From and after Preliminary Amendment Effective Date, all references in the Credit Agreement and in the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby. 

*          *          *

            IN WITNESS WHEREOF, the undersigned have caused this First Amendment to be duly executed and delivered as of the date first above written.

VANGUARD HEALTH HOLDING COMPANY I, LLC

By: /s/ Joseph D. Moore                                  
      Title: Executive Vice President, Chief Financial Officer & Treasurer
 

VANGUARD HEALTH HOLDING COMPANY II, LLC

By: /s/ Joseph D. Moore                                  
      Title: Executive Vice President, Chief Financial Officer & Treasurer
 

VANGUARD HOLDING COMPANY II, INC.

By: /s/ Joseph D. Moore                                  
      Title: Executive Vice President, Chief Financial Officer & Treasurer
 

VHS ACQUISITION CORPORATION

VHS OF PHOENIX, INC.

VHS OUTPATIENT CLINICS, INC.

VHS OF ARROWHEAD, INC.

VHS OF SOUTH PHOENIX, INC.

VHS IMAGING CENTERS, INC.

VHS OF ANAHEIM, INC.

VHS OF ORANGE COUNTY, INC.

VHS HOLDING COMPANY, INC.

VHS OF HUNTINGTON BEACH, INC.

VHS OF ILLINOIS, INC.

MACNEAL HEALTH PROVIDERS, INC.

MACNEAL MANAGEMENT SERVICES, INC.

MIDWEST CLAIMS PROCESSING, INC. 

PROS TEMPORARY STAFFING, INC. 

WATERMARK PHYSICIAN SERVICES,INC.

VHS GENESIS LABS, INC.

MACNEAL MEDICAL RECORDS, INC.

VANGUARD HEALTH MANAGEMENT, INC.

VANGUARD HEALTH FINANCIAL COMPANY, INC.

VHS ACQUISITION SUBSIDIARY NUMBER 1, INC.

VHS ACQUISITION SUBSIDIARY NUMBER 2, INC.

VHS ACQUISITION SUBSIDIARY NUMBER 4, INC.

VHS ACQUISITION SUBSIDIARY NUMBER 5, INC.

VHS ACQUISITION SUBSIDIARY NUMBER 7, INC.

VHS ACQUISITION SUBSIDIARY NUMBER 8, INC.

VHS ACQUISITION SUBSIDIARY NUMBER 9, INC.

VHS ACQUISITION SUBSIDIARY NUMBER 11, INC.

HOSPITAL DEVELOPMENT OF WEST PHOENIX, INC.

By: /s/ Joseph D. Moore                                  
      Title: Executive Vice President, Chief Financial Officer & Treasurer
 

Duly authorized to sign on behalf of each of the
foregoing entities

THE ANAHEIM VHS LIMITED PARTNERSHIP
By:       VHS of Anaheim, Inc., its General Partner

By: /s/ Joseph D. Moore                                  
      Title: Executive Vice President, Chief Financial Officer & Treasurer:
 

THE HUNTINGTON BEACH VHS LIMITED PARTNERSHIP
By:       VHS of Huntington Beach, Inc., its General
            Partner

By: /s/ Joseph D. Moore                                  
      Title: Executive Vice President, Chief Financial Officer & Treasurer
 

HEALTHCARE COMPLIANCE, L.L.C.
By:       Vanguard Health Management, Inc., its Member

By: /s/ Joseph D. Moore                                  
      Title: Executive Vice President, Chief Financial Officer & Treasurer
 

THE VHS ARIZONA IMAGING CENTERS LIMITED PARTNERSHIP
By:       VHS Imaging Centers, Inc., its General Partner

By: /s/ Joseph D. Moore                                  
      Title: Executive Vice President, Chief Financial Officer & Treasurer
 

VHS SAN ANTONIO PARTNERS, L.P.
By:       VHS Acquisition Subsidiary Number 5, Inc., as
            General Partner

By: /s/ Joseph D. Moore                                  
      Title: Executive Vice President, Chief Financial Officer & Treasurer
 

BANK OF AMERICA, N.A.,
Individually and as Administrative Agent

By: /s/ Kevin Wagley                                               
      Title:  Senior Vice Present
 

SIGNATURE PAGE TO FIRST AMENDMENT,
DATED AS OF AUGUST 15, 2005, TO THE CREDIT
AGREEMENT, DATED AS OF SEPTEMBER 23,
2004, AMONG VANGUARD HEALTH HOLDING
COMPANY I, LLC, A DELAWARE LIMITED
LIABILITY COMPANY, VANGUARD HEALTH
HOLDING COMPANY II, LLC, A DELAWARE
LIMITED LIABILITY COMPANY, VANGUARD
HOLDING COMPANY II, INC., A DELAWARE
CORPORATION, THE LENDERS PARTY HERETO
FROM TIME TO TIME, BANK OF AMERICA, N.A.,
AS ADMINISTRATIVE AGENT, CITICORP NORTH
AMERICA, INC., AS SYNDICATION AGENT,
GENERAL ELECTRIC CAPITAL CORPORATION,
LASALLE BANK, NATIONAL ASSOCIATION AND
WACHOVIA BANK, NATIONAL ASSOCIATION, AS
CO-DOCUMENTATION AGENTS, AND BANC OF
AMERICA SECURITIES LLC AND CITIGROUP
GLOBAL MARKETS INC., AS JOINT LEAD
ARRANGERS

FIRST DOMINION FUNDING I

By: /s/ Andrew H. Marshak                                     
     Title:  Authorized Signatory

FIRST DOMINION FUNDING II

By: /s/ Andrew H. Marshak                                     
     Title:  Authorized Signatory

CSAM FUNDING I

By: /s/ Andrew H. Marshak                                     
     Title:  Authorized Signatory

CSAM FUNDING III

By: /s/ Andrew H. Marshak                                     
     Title:  Authorized Signatory

CSAM FUNDING IV

By: /s/ Andrew H. Marshak                                     
     Title:  Authorized Signatory

CSAM SLF

By: /s/ Andrew H. Marshak                                     
     Title:  Authorized Signatory

ATRIUM III

By: /s/ Andrew H. Marshak                                     
     Title:  Authorized Signatory

ATRIUM IV

By: /s/ Andrew H. Marshak                                     
      Title:  Authorized Signatory

MADISON PARK FUNDING

By: /s/ Andrew H. Marshak                                     
      Title:  Authorized Signatory

CENTURION CDO II, LTD.
By:  RiverSource Investments, LLC
as Collateral Manager

By: /s/ Vincent P. Pham                                            
      Title:  Director - Operations

SEQUILS-CENTURION V, LTD.
By:  RiverSource Investments, LLC
as Collateral Manager

By: /s/ Vincent P. Pham                                            
      Title:  Director - Operations

CENTURION CDO VI, LTD.
By:  RiverSource Investments, LLC
as Collateral Manager

By: /s/ Vincent P. Pham                                            
      Title:  Director - Operations

CENTURION CDO VII, LTD.
By:  RiverSource Investments, LLC
as Collateral Manager

By: /s/ Vincent P. Pham                                            
      Title:  Director - Operations

CENTURION CDO 8, LIMITED
By:  RiverSource Investments, LLC
as Collateral Manager

By: /s/ Vincent P. Pham                                            
      Title:  Director - Operations

CENTURION CDO 9, LIMITED
By:  RiverSource Investments, LLC
as Collateral Manager

By: /s/ Vincent P. Pham                                            
      Title:  Director - Operations

IDS LIFE INSURANCE COMPANY
By:  RiverSource Investments, LLC
as Collateral Manager

By: /s/ Vincent P. Pham                                            
      Title:  Director - Operations

AMERIPRISE CERTIFICATE COMPANY
By:  RiverSource Investments, LLC
as Collateral Manager

By: /s/ Vincent P. Pham                                            
      Title:  Director - Operations

OCTAGON INVESTMENT PARTNERS II, LLC
By:  Octagon Credit Investors, LCC
as sub-investment manager

By: /s/ Andrew D. Gordon                                       
      Title:  Portfolio Manager

OCTAGON INVESTMENT PARTNERS IV, LTD.
By:  Octagon Credit Investors, LCC
as collateral manager

By: /s/ Andrew D. Gordon                                       
      Title:  Portfolio Manager

OCTAGON INVESTMENT PARTNERS V, LTD.
By:  Octagon Credit Investors, LCC
as Portfolio Manager

By: /s/ Andrew D. Gordon                                       
      Title:  Portfolio Manager

OCTAGON INVESTMENT PARTNERS VI, LTD.
By:  Octagon Credit Investors, LCC
as collateral manager

By: /s/ Andrew D. Gordon                                       
      Title:  Portfolio Manager

OCTAGON INVESTMENT PARTNERS VII, LTD.
By:  Octagon Credit Investors, LCC
as collateral manager

By: /s/ Andrew D. Gordon                                       
      Title:  Portfolio Manager

HY-FI TRUST, BY JPMORGAN CHASE BANK, N.A.,
(f/k/a JPMorgan Chase Bank)
solely as trustee (and not in its individual capacity)
By:  Octagon Credit Investors, LLC
as Portfolio Manager

By: /s/ Andrew D. Gordon                                       
      Title:  Portfolio Manager

STANFIELD BRISTOL CLO, LTD.
By:  Stanfield Capital Partners LLC
as its Collateral Manager

By: /s/ Christopher E. Jansen                                    
      Title:  Managing Partner

STANFIELD MODENA CLO, LTD.
By:  Stanfield Capital Partners LLC
as its Collateral Manager

By: /s/ Christopher E. Jansen                                    
      Title:  Managing Partner

STANFIELD QUATTRO CLO, LTD.
By:  Stanfield Capital Partners LLC
as its Collateral Manager

By: /s/ Christopher E. Jansen                                    
      Title:  Managing Partner

WINDSOR LOAN FUNDING, LIMITED
By:  Stanfield Capital Partners LLC
as its Investment Manager

By: /s/ Christopher E. Jansen                                    
      Title:  Managing Partner

STANFIELD CARRERA CLO, LTD.
By:  Stanfield Capital Partners LLC
as its Asset Manager

By: /s/ Christopher E. Jansen                                    
      Title:  Managing Partner

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

By: /s/ Christopher E. Jansen                                    
      Title:  Managing Partner

BLACK DIAMOND INTERNATIONAL FUNDING,
LTD.

By: /s/ Alan Corkish                                                 
      Title:  Director

BLACK DIAMOND CLO 2005-2, LTD
By:  Black Diamond Capital Management, LLC, as its
Collateral Manager

By: /s/ James J. Zenni, Jr.                                         
      Title:  President & Managing Partner

GRAYSON & CO.
By:  Boston Management and Research
as Investment Advisor

By: /s/ Michael B. Botthof                                        
      Title:  Vice President

SENIOR DEBT PORTFOLIO
By:  Boston Management and Research
as Investment Advisor

By: /s/ Michael B. Botthof                                        
      Title:  Vice President

EATON VANCE SENIOR INCOME TRUST
By:  Eaton Vance Management
as Investment Advisor

By: /s/ Michael B. Botthof                                        
      Title:  Vice President

EATON VANCE SENIOR FLOATING-RATE TRUST
By:  Eaton Vance Management
as Investment Advisor

By: /s/ Michael B. Botthof                                        
      Title:  Vice President

EATON VANCE FLOATING-RATE INCOME TRUST
By:  Eaton Vance Management
as Investment Advisor

By: /s/ Michael B. Botthof                                        
      Title:  Vice President

EATON VANCE
LIMITED DURATION INCOME FUND
By:  Eaton Vance Management
as Investment Advisor

By: /s/ Michael B. Botthof                                        
      Title:  Vice President

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

By: /s/ Michael B. Botthof                                        
      Title:  Vice President

EATON VANCE INSTITUTIONAL SENIOR LOAN
FUND
By:  Eaton Vance Management
as Investment Advisor

By: /s/ Michael B. Botthof                                        
      Title:  Vice President

EATON VANCE CDO III, LTD.
By:  Eaton Vance Management
as Investment Advisor

By: /s/ Michael B. Botthof                                        
      Title:  Vice President

COSTANTINUS EATON VANCE CDO V, LTD.
By:  Eaton Vance Management
as Investment Advisor

By: /s/ Michael B. Botthof                                        
      Title:  Vice President

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

By: /s/ Michael B. Botthof                                        
      Title:  Vice President

COOKSMILL

By: /s/ John R. M. Campbell                                    
      Title:  Authorized Signatory

BIRCHWOOD FUNDING LLC

By: /s/ Anna M. Tallent                                            
      Title:  Assistant Vice President

CREDIT OPPORTUNITIES FUNDING, INC.

By: /s/ Anna M. Tallent                                            
      Title:  Assistant Vice President

KALDI FUNDING LLC

By: /s/ Anna M. Tallent                                            
      Title:  Assistant Vice President

STANWICH LOAN FUNDING LLC

By: /s/ Anna M. Tallent                                            
      Title:  Assistant Vice President

MAINSTAY FLOATING RATE FUND,
a series of Eclipse Funds, Inc.
By:  New York Life Investment Management LLC

By: /s/ Robert H. Dial                                               
      Title:  Managing Director

NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION
By:  New York Life Investment Management LLC,
its Investment Manager

By: /s/ Robert H. Dial                                               
      Title:  Managing Director

NEW YORK LIFE INSURANCE COMPANY

By: /s/ R.H. Dial                                                       
      Title:  Vice President

EAGLE MASTER FUND LTD.
By:  Citigroup Alternative Investments LLC,
as Investment
Manager for and on behalf of Eagle Master Fund Ltd.

By: /s/ Melanie Hanlon                                             
      Title:  Vice President

J.P. MORGAN TRUST COMPANY (CAYMAN)
LIMITED, as Trustee for
TORAJI TRUST, as [Assignee/Participant]
By:  Its Investment Manager, Citigroup Alternative
Investments LLC

By: /s/ Melanie Hanlon                                             
      Title:  Vice President

BABSON CLO LTD. 2005-II
By:  Babson Capital Management LLC
as Collateral Manager

By: /s/ Marc Sowell                                                 
      Title:  Managing Director

MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By:  Babson Capital Management LLC
as Investment Advisor

By: /s/ Marc Sowell                                                 
      Title: Managing Director

BUSHNELL CBNA LOAN FUNDING LLC,
for itself or as agent for Bushnell CFPI Loan Funding
LLC.

By: /s/ Dominic Blea                                                 
      Title:  as Attorney-In-Fact

STEDMAN CBNA LOAN FUNDING LLC,
for itself or as agent for Stedman CFPI Loan Funding
LLC.

By: /s/ Dominic Blea                                                 
      Title:  as Attorney-In-Fact

LASALLE BANK

By: /s/ Sarah Willett                                                 
      Title:  Senior Vice President

AZURE FUNDING

By: /s/ Suzanne Smith                                               
      Title:  Vice President

CITADEL HILL 2000 LTD

By: /s/ Ken Irvine                                                     
      Title:  Authorized Signature

AMMC CDO II, LIMITED
By:  American Money Management Corp.,
as Collateral Manager

By: /s/ Chester M. Eng                                             
      Title:  Senior Vice President

AMMC CDO III, LIMITED
By:  American Money Management Corp.,
as Collateral Manager

By: /s/ Chester M. Eng                                             
      Title:  Senior Vice President

BEAR STEARNS CORPORATE LENDING INC.

By: /s/ Victor Bulzacchelli                                         
      Title:  Vice President

VICTORIA FALLS CLO, LTD.

By: /s/ Wade T. Winter                                            
      Title:  S.V.P.

MASTER SENIOR FLOATING RATE TRUST

By: /s/ Joseph Matto                                                
      Title:  Authorized Signatory

THE SUMITOMO TRUST AND BANKING CO.,
LTD., NEW YORK BRANCH

By: /s/ Elizabeth A. Quirk                                         
      Title:  Vice-President

CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC

By: /s/ James B. McMullan                                       
      Title:  Director

By: /s/ Diane C. Favreau                                          
      Title:  Vice President

JPMORGAN CHASE BANK, N.A.

By: /s/ Thomas T. Hou                                             
      Title:  Vice President

WACHOVIA BANK, NATIONAL ASSOCIATION

By: /s/ Dennis Harvey                                               
      Title:  Managing Director

STICHTING PENSIOENFONDS ABP
By ABP Investment US, Inc., its agent

By: /s/ Jelle Mensonides                                           
      Title:  President/CEO

By: /s/ Thomas F. Dunn                                            
      Title:  Managing Director/CIO

FLAGSHIP CLO2001-1
By:  Flagship Capital Management, Inc.

By: /s/ Colleen Cunniffe                                            
      Title:  Director

FLAGSHIP CLO II
By:  Flagship Capital Management, Inc.

By: /s/ Colleen Cunniffe                                            
      Title:  Director

FLAGSHIP CLO III
By:  Flagship Capital Management, Inc.

By: /s/ Colleen Cunniffe                                            
      Title:  Director

FLAGSHIP CLO 2002-1 LTD.,
By:  Columbia Management Advisors, Inc.
as Investment Manager

By: /s/ Colleen Cunniffe                                            
      Title:  Director

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

By: /s/ John H. Costello                                            
      Title:  Assistant Treasurer

BALLYROCK CLO III LIMITED,
By:  Ballyrock Investment Advisors LLC,
as Collateral Manager

By: /s/ Lisa Rymut                                                    
      Title:  Assistant Treasurer

BALLYROCK CLO II LIMITED,
By:  Ballyrock Investment Advisors LLC,
as Collateral Manager

By: /s/ Lisa Rymut                                                    
      Title:  Assistant Treasurer

BALLYROCK CLO I LIMITED,
By:  Ballyrock Investment Advisors LLC,
as Collateral Manager

By: /s/ Lisa Rymut                                                    
      Title:  Assistant Treasurer

SPIFET IV LOAN TRUST 2003-B
By:  Wilmington Trust Company
not in its individual capacity but solely as trustee

By: /s/ Jeffrey J. Rossl                                              
      Title:  Senior Financial Services Officer

ESSEX PARK CDO LTD.
By:  Blackstone Debt Advisors L.P.
as Collateral Manager

By: /s/ Dean Criares                                                 
      Title: Managing Director

HARBOUR TOWN FUNDING LLC

By: /s/ Anna M. Tallet                                              
      Title:  Assistant Vice President

LONG LANE MASTER TRUST IV

By: /s/ Ann E. Morris                                               
      Title:  Authorized Agent

PPM MONARCH BAY FUNDING LLC

By: /s/ Anna M. Tallet                                              
      Title:  Assistant Vice President

PPM SHADOW CREEK FUNDING LLC

By: /s/ Anna M. Tallet                                              
      Title:  Assistant Vice President

PPM SPYGLASS FUNDING TRUST

By: /s/ Ann E. Morris                                               
      Title:  Authorized Agent

CARLYLE HIGH YIELD PARTNERS III, LTD.

By: /s/ Linda Pace                                                    
      Title:  Managing Director

CARLYLE HIGH YIELD PARTNERS IV, LTD.

By: /s/ Linda Pace                                                    
      Title:  Managing Director

CARLYLE HIGH YIELD PARTNERS VI, LTD.

By: /s/ Linda Pace                                                    
      Title:  Managing Director

CARLYLE LOAN INVESTMENT, LTD.

By: /s/ Linda Pace                                                    
      Title:  Managing Director

CARLYLE LOAN OPPORTUNITY FUND

By: /s/ Linda Pace                                                    
      Title:  Managing Director

BOLDWATER CREDIT OPPORTUNITIES MASTER
FUND LP
By:  Boldwater Capital Management LP,
its Investment Manager

By: /s/ Martin E. Kalisker                                         
      Title:  CFO

SAWGRASS TRADING LLC

By: /s/ Anna M. Tallent                                            
      Title:  Assistant Vice President

HARBOUR TOWN FUNDING LLC

By: /s/ Anna M. Tallent                                            
      Title:  Assistant Vice President

LONG LANE MASTER TRUST IV

By: Ann E. Morris                                                    
      Title:  Authorized Agent

PPM MONARCH BAY FUNDING LLC

By: /s/ Anna M. Tallent                                            
      Title:  Assistant Vice President

PPM CREEK FUNDING LLC

By: /s/ Anna M. Tallent                                            
      Title:  Assistant Vice President

PPM SPYGLASS FUNDING TRUST

By: Ann E. Morris                                                    
      Title:  Authorized Agent

VENTURE CDO 2002 LIMITED
By its investment advisor, MJX Asset Management  LLC

By: /s/ Ken Ostmann                                                
      Title:  Director

VENTURE II CDO 2002 LIMITED
By its investment advisor, MJX Asset Management  LLC

By: /s/ Ken Ostmann                                                
      Title:  Director

VENTURE III CDO LIMITED
By its investment advisor, MJX Asset Management  LLC

By: /s/ Ken Ostmann                                                
      Title:  Director

VENTURE IV CDO LIMITED
By its investment advisor, MJX Asset Management  LLC

By: /s/ Ken Ostmann                                                
      Title:  Director

KZH SOLEIL-2 LLC

By: /s/ Susan Lee                                                     
      Title:  Authorized Agent

ING INVESTMENT MANAGEMENT, INC.

By:  /s/ Michel Price, CFA                                       
      Title:  Senior Vice President

GENERAL ELECTRIC CAPITAL CORPORATION

By: /s/ Earl F. Smith, III                                           
      Title:  Its Duly Authorized Signatory

LOAN FUNDING V, LLC, for itself or as agent for
Corporate Loan Funding V LLC]
By:  Prudential Investment Management, Inc., as
Portfolio Manager

By: /s/ Martha Tuttle                                                
      Title:  Principal

DRYDEN VII – LEVERAGED LOAN CDO 2004
By:  Prudential Investment Management, Inc., as
Collateral Manager

By: /s/ Martha Tuttle                                                
      Title:  Principal

DRYDEN III – LEVERAGED LOAN CDO 2004
By:  Prudential Investment Management, Inc., as
Collateral Manager

By: /s/ Martha Tuttle                                                
      Title:  Principal

DRYDEN IV – LEVERAGED LOAN CDO 2004
By:  Prudential Investment Management, Inc., as
Collateral Manager

By: /s/ Martha Tuttle                                                
      Title:  Principal

DRYDEN V – LEVERAGED LOAN CDO 2004
By:  Prudential Investment Management, Inc., as
Collateral Manager

By: /s/ Martha Tuttle                                                
      Title:  Principal

DRYDEN LEVERAGED LOAN CDO 2002-II
By:  Prudential Investment Management, Inc., as
Collateral Manager

By: /s/ Martha Tuttle                                                
      Title:  Principal

WIND RIVER CLO I LTD.
By:  McDonnell Investment Management, LLC, as
Manager

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

SUNAMERICA SENIOR FLOATING RATE FUND,
INC.
By:  AIG Global Investment Corp.
Investment Sub-Adviser

By: /s/ John G. Lapham, III                                      
      Title:  Managing Director

GALAXY IV CLO LTD
By:  AIG Global Investment Corp.
Its Collateral Manager

By: /s/ John G. Lapham, III                                      
      Title:  Managing Director

GALAXY CLO 2003-1, LTD
By:  AIG Global Investment Corp.
Its Collateral Manager

By: /s/ John G. Lapham, III                                      
      Title:  Managing Director

GALAXY III CLO LTD
By:  AIG Global Investment Corp.
Its Collateral Manager

By: /s/ John G. Lapham, III                                      
      Title:  Managing Director

GRAND CENTRAL ASSET TRUST ECL SERIES

By: /s/ Janet Haack                                                  
      Title:  Attorney-In-Fact

SANKATY ADVISORS, LLC
as Collateral Manager for Loan Funding XI LLC, as
Term Lender

By: /s/ James F. Kellogg III                                      
      Title:  Managing Director

SANKATY HIGH YIELD PARTNERS II, L.P.

By: /s/ James F. Kellogg III                                      
      Title:  Managing Director

KATONAH III, LTD.
By Sankaty Advisors LLC as Sub-Advisors

By: /s/ James F. Kellogg III                                      
      Title:  Managing Director

KATONAH IV, LTD.
By Sankaty Advisors LLC as Sub-Advisors

By: /s/ James F. Kellogg III                                      
      Title:  Managing Director

KATONAH II, LTD.
By Sankaty Advisors LLC as Sub-Advisors

By: /s/ James F. Kellogg III                                      
      Title:  Managing Director

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

By: /s/ James F. Kellogg III                                      
      Title:  Managing Director

SANKATY ADVISORS, LLC
as Collateral Manager for A Very Point CLO, Ltd.,
as Term Lender

By: /s/ James F. Kellogg III                                      
      Title:  Managing Director

SANKATY ADVISORS, LLC
as Collateral Manager for Castle Hill I – Ingots, Ltd.,
as Term Lender

By: /s/ James F. Kellogg III                                      
      Title:  Managing Director

SANKATY ADVISORS, LLC
as Collateral Manager for Castle Hill II – Ingots, Ltd.,
as Term Lender

By: /s/ James F. Kellogg III                                      
      Title:  Managing Director

SANKATY ADVISORS, LLC
as Collateral Manager for Brant Point II CBO 2000-1
Ltd., as Term Lender

By: /s/ James F. Kellogg III                                      
      Title:  Managing Director

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

By: /s/ James F. Kellogg III                                      
      Title:  Managing Director

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

By: /s/ James F. Kellogg III                                      
      Title:  Managing Director

MERRILL LYNCH CAPITAL CORPORATION

By: /s/ Michael E. O’Brien                                       
      Title:  Vice President

UBS AG, Stamford Branch

By: /s/ Richard L. Tavrow                                        
      Title: Director
               Banking Products Services, US

By: /s/ Toba Lumbantobling                                      
      Title: Associate Director
               Banking Products Services, US

ARES ENHANCED LOAN INVESTMENT
STRATEGY, LTD.

By:     Ares Enhanced Loan Management, L.P.,
Investment Manager

By:     Ares Enhanced Loan GP, LLC
Its General Partner

By: /s/ Jeff M. Moore                                               
      Title:  Vice President

ARES LEVERAGED INVESTMENT FUND II, L.P.

By:     Ares Management II, L.P.,
General Partner

By: /s/ Jeff M. Moore                                               
      Title:  Vice President

ARES III CLO Ltd.

By:     Ares CLO Management LLC

By: /s/ Jeff M. Moore                                               
      Title:  Vice President

ARES IV CLO Ltd.

By:     Ares CLO Management IV, L.P.,
Investment Manager

By:     Ares CLO GP IV, LLC,
Its Managing Member

By: /s/ Jeff M. Moore                                               
      Title:  Vice President

ARES V CLO Ltd.

By:     Ares CLO Management V, L.P.,
Investment Manager

By:     Ares CLO GP V, LLC,
Its Managing Member

By: /s/ Jeff M. Moore                                               
      Title:  Vice President

ARES VI CLO Ltd.

By:     Ares CLO Management VI, L.P.,
Investment Manager

By:     Ares CLO GP VI, LLC,
Its Managing Member

By: /s/ Jeff M. Moore                                               
      Title:  Vice President

ARES VII CLO Ltd.

By:     Ares CLO Management VII, L.P.,
Investment Manager

By:     Ares CLO GP VII, LLC,
Its General Partner

By: /s/ Jeff M. Moore                                               
      Title:  Vice President

ARES VIII CLO Ltd.

By:     Ares CLO Management VII, L.P.,
Investment Manager

By:     Ares CLO GP VII, LLC,
Its General Partner

By: /s/ Jeff M. Moore                                               
      Title:  Vice President

ARES IX CLO Ltd.

By:     Ares CLO Management IX, L.P.,
Investment Manager

By:     Ares CLO GP IX, LLC,
Its General Partner

By: /s/ Jeff M. Moore                                               
      Title:  Vice President

TRS ARIA LLC

By: /s/ Alice L. Wagner                                            
      Title:  Vice President

ULT CBNA LOAN FUNDING LLC, for itself or as
agent for ULT CFPI Loan Funding LLC

By: /s/ Dominic Blea                                                 
      Title:  as Attorney-In-Fact

BALLYROCK CLO III LIMITED
By:  Ballyrock Investment Advisors, LLC,
as Collateral Manager

By:  /s/ Lisa Rymut                                                   
      Title:  Assistant Treasurer

BALLYROCK CLO II LIMITED
By:  Ballyrock Investment Advisors, LLC,
as Collateral Manager

By:  /s/ Lisa Rymut                                                   
      Title:  Assistant Treasurer

BALLYROCK CLO I LIMITED
By:  Ballyrock Investment Advisors, LLC,
as Collateral Manager

By:  /s/ Lisa Rymut                                                   
      Title:  Assistant Treasurer

FIDELITY ADVISOR SERIES II:  Fidelity Advisor
Floating Rate High Income Fund

By: /s/ John H. Costello                                            
      Title:  Assistant Treasurer

NUVEEN FLOATING RATE INCOME FUND,
as a lender
By Symphony Asset Management, LLC

By: /s/ Lenny Mason                                                
      Title:  Portfolio Manager

NUVEEN FLOATING RATE INCOME
OPPORTUNITY FUND,
as a lender
By Symphony Asset Management, LLC

By: /s/ Lenny Mason                                                
      Title:  Portfolio Manager

NUVEEN SENIOR INCOME FUND,
as a lender
By Symphony Asset Management, LLC

By: /s/ Lenny Mason                                                
      Title:  Portfolio Manager

47^th STREET FUNDING II INC.

By: /s/ David M. Millison                                          
      Title:  Managing Director

SKY LOAN FUNDING

By: /s/ Ruben Diaz                                                   
      Title:  Authorized Signatory

ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors, LLC as Collateral Manager

By: /s/ Helen Y Rhee                                                
Title:  Director

ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By: ING Capital Advisors, LLC as Collateral Manager

By: /s/ Helen Y Rhee                                                
Title:  Director

NEMEAN CLO, LTD.
By: ING Capital Advisors, LLC as Investment Manager

By: /s/ Helen Y Rhee                                                
Title:  Director

ENDURANCE CLO, LTD
By: ING Capital Advisors, LLC as Portfolio Manager

By: /s/ Helen Y Rhee                                                
Title:  Director

SEQUILS-ING I (HBDGM), LTD
By: ING Capital Advisors, LLC as Collateral Manager

By: /s/ Helen Y Rhee                                                
Title:  Director

CITICORP NORTH AMERICA, INC

By: /s/ Suzanne Crymes                                            
Title:  Vice President

FRANKLIN FLOATING RATE DAILY ACCESS FUND

By: /s/ Richard Hsu                                                  
Title:  Vice President

FRANKLIN FLOATING RATE MASTER SERIES

By: /s/ Richard Hsu                                                  
Title:  Vice President

FRANKLIN CLO I LIMITED

By: /s/ David Ardini                                                  
Title:  Vice President

FRANKLIN CLO II, LIMITED

By: /s/ David Ardini                                                  
Title:  Vice President

OLYMPIC CLO I

By: /s/ John M. Casparian                                        
Title:  Chief Operating Officer
          Centre Pacific, Manager

SIERRA CLO I

By: /s/ John M. Casparian                                        
Title:  Chief Operating Officer
          Centre Pacific, Manager

WHITNEY CLO I

By: /s/ John M. Casparian                                        
Title:  Chief Operating Officer
          Centre Pacific, Manager

OPPENHEIMER SENIOR FLOATING RATE FUND

By: /s/ Susanna Evans                                              
Title:  Manager

ING SENIOR INCOME FUND
By: ING Investment Management Co. as its Investment 
      Manager

By: /s/ Michael Prince, CFA                                     
Title:  Senior Vice President

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

By: /s/ Michael Prince, CFA                                     
Title:  Senior Vice President

ING INVESTMENT MANAGEMENT CLO I, LTD
By: ING Investment Management Co. as its Investment 
      Manager

By: /s/ Michael Prince, CFA                                     
Title:  Senior Vice President

WESTERN ASSET FLOATING RATE HIGH
INCOME FUND

By: /s/ T.J. Settel                                                      
Title: 

KIL2 LOAN FUNDING LLC

By: /s/ James Spawlding                                           
Title:  Attorney-In-Kind

PUTNAM DIVERSIFIED INCOME TRUST

By: /s/ Beth Mazor                                                   
Title:  Vice President

PUTNAM FLOATING RATE INCOME FUND

By: /s/ Beth Mazor                                                   
Title:  Vice President

CASTLE GARDEN

By: /s/ Andrew H. Marshak                                     
Title:  Authorized Signatory

CENT CDO 11, LIMITED
By: RiverSource Investments, LLC as Collateral
Manager

By: /s/ Vincent P. Pham                                            
Title:  Director - Operations

MT. WILSON CLO

By: /s/ Timothy Settel                                               
Title:  Trader

SCHEDULE 11.01

Commitments

Lender	Revolving Loan Commitment	Replacement Term Loan Commitment
383 Madison Funding	-	$11,934,976.08
47th Street Funding II	-	$4,922,750.00
American Express Certificate Company	-	$843,625.00
AMMC CDO II, Limited	-	$5,970,000.00
AMMC CLO III, Limited	-	$4,975,000.00
Archimedes Funding III, Ltd.	-	$992,500.00
Archimedes Funding IV (Cayman), Ltd.	-	$496,250.00
Ares Enhanced Loan Investment Strategy, Ltd.	-	$4,981,250.00
Ares III CLO Ltd.	-	$4,962,500.00
Ares IV CLO Ltd.	-	$4,962,500.00
Ares IX CLO Ltd.	-	$4,981,250.00
Ares Leveraged Investment Fund II, L.P.	-	$9,956,250.00
Ares V CLO Ltd.	-	$4,975,000.00
Ares VI CLO Ltd.	-	$4,975,000.00
Ares VII CLO Ltd.	-	$4,975,000.00
Ares VIII CLO Ltd.	-	$4,981,250.00
Atrium III	-	$5,465,000.00
Atrium IV	-	$3,980,000.00
Aurum CLO 2002-1 Ltd.	-	$992,500.00
Avery Point CLO, Ltd	-	$1,985,000.01
Azure Funding	-	$13,932,500.00
Ballyrock CDO I Limited	-	$714,600.00
Ballyrock CLO II Limited	-	$714,600.00
Ballyrock CLO III Limited	-	$704,675.00
Bank Of America, N.A.	$50,000,000	-
Bank Of America Trade	-	$73,935,988.71
Bear Stearns Corporate Lending Inc.	$15,833,333	$8,213,737.47
Birchwood Funding LLC	-	$3,970,000.00
Boldwater Credit Opportunities Master Fund LP	-	$992,500.00
Brant Point II CBO 2000-1 Ltd.	-	$1,488,749.99
Bushnell CFPI Loan Funding LLC	-	$2,977,500.00
Caisse de depot et placement du Quebec	-	$39,925,000.00
Carlyle High Yield Partners III, Ltd.	-	$3,970,000.00
Carlyle High Yield Partners IV, Ltd.	-	$6,854,500.00
Carlyle High Yield Partners VI, Ltd.	-	$4,981,250.00
Carlyle Loan Investment, Ltd.	-	$5,874,500.00
Carlyle Loan Opportunity Fund	-	$5,862,000.00
Castle Garden Funding	-	$3,505,000.00
Castle Hill I-Ingots, Ltd.	-	$1,985,000.01
Castle Hill II- Ingots, Ltd.	-	$2,977,500.00
Castle Hill III CLO, Limited	-	$1,985,000.01
Cent CDO XI, Limited	-	$4,795,000.00
Centurion CDO 8, Limited	-	$2,828,625.00
Centurion CDO 9, Limited	-	$3,989,949.75
Centurion CDO II, Ltd.	-	$2,858,068.78
Centurion CDO VI, Ltd.	-	$2,659,193.78
Centurion CDO VII, Ltd	-	$6,159,406.41
Citadel Hill 2000 Ltd.	-	$4,970,000.00
Citicorp North America Inc	$50,000,000	-
Cooksmill	-	$9,746,897.13
Constantinus Eaton Vance CDO V, Ltd.	-	$844,246.86
CSAM Funding I	-	$3,588,000.00
CSAM Funding III	-	$2,487,500.00
CSAM Funding IV	-	$3,478,750.00
CSAM Syndicated Loan Fund	-	$992,500.00
Dryden III Leveraged Loan CDO 2002	-	$2,977,500.00
Dryden IV Leveraged Loan CDO 2003	-	$3,970,000.00
Dryden Leveraged Loan CDO 2002-II	-	$2,977,500.00
Dryden V Leveraged Loan CDO 2003	-	$3,970,000.00
Dryden VII Leveraged Loan CDO 2004	-	$4,218,125.00
Eagle Master Fund Ltd.	-	$1,986,315.79
Eaton Vance CDO III, Ltd.	-	$715,221.86
Eaton Vance CDO VI, Ltd.	-	$844,246.86
Eaton Vance Floating-Rate Income Trust	-	$1,364,687.50
Eaton Vance Institutional Senior Loan Fund	-	$3,529,606.20
Eaton Vance Limited Duration Income Fund	-	$1,265,437.50
Eaton Vance Senior Floating-Rate Trust	-	$2,220,737.50
Eaton Vance Senior Income Trust	-	$1,650,025.04
Eaton Vance Short Duration Diversified Income Fund	-	$746,240.60
Endurance CLO, Ltd.	-	$397,000.00
Essex Park CDO, Ltd.	-	$1,985,000.00
Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Fund	-	$5,806,125.00
First Dominion Funding I	-	$3,920,375.00
First Dominion Funding II	-	$3,920,375.00
First Trust/Four Corners Senior Floating Rate Income Fund	-	$992,500.00
First Trust/Four Corners Senior Floating Rate Income Fund II	-	$1,985,000.00
Flagship CLO2001-1	-	$2,104,100.00
Flagship CLO II	-	$1,191,000.00
Flagship CLO III	-	$674,900.00
Foothill Income Trust II, L.P.	$5,000,000	$29,489,875.00
Fortress Portfolio Trust	-	$4,466,250.00
Franklin CLO I Limited	-	$2,192,500.00
Franklin CLO II, Limited	-	$1,240,625.00
Franklin CLO III, Limited	-	$992,500.00
Franklin Floating Rate Daily Access Fund	-	$11,418,750.00
Franklin Floating Rate Master Series	-	$5,463,750.00
Galaxy CLO 2003-1 Ltd.	-	$992,500.00
Galaxy III CLO Ltd.	-	$1,985,000.00
Galaxy IV CLO Ltd.	-	$1,990,000.00
General Electric Capital Corporation	$27,500,000	$27,368,750.00
Grand Central Asset Trust ECL Series	-	$13,904,209.55
Grayson & Company	-	$15,098,699.94
Harbour Town Funding LLC	-	$2,483,749.99
Hy-Fi Trust	-	$1,990,000.00
IDS Life Insurance Company	-	$843,625.00
ING Investment Management CLO I, Ltd	-	$1,994,987.47
ING Prime Rate Trust	-	$16,506,724.94
ING Senior Income Fund	-	$24,347,500.00
JPMorgan Chase Bank, N.A	$20,833,333	-
Kaldi Funding LLC	-	$2,979,474.67
Katonah II, Ltd.	-	$500,000.00
Katonah III, Ltd.	-	$750,000.00
Katonah IV, Ltd.	-	$750,000.00
KIL2 Loan Funding LLC	-	$992,500.00
KZH Soleil -2 LLC	-	$992,500.00
LaSalle Bank, N.A.	$30,000,000	-
Loan Funding V, LLC.	-	$6,750,000.00
Loan Funding XI LLC.	-	$5,475,000.01
Long Lane Master Trust IV	-	$3,225,000.00
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund	-	$1,985,000.00
Madison Park Funding	-	$5,970,000.00
Mainstay Floating Rate Fund	-	$1,985,000.00
Massachusetts Mutual Life Insurance Company	-	$7,950,000.00
Master Senior Floating Rate Trust	-	$9,935,000.00
Merrill Lynch Capital Corporation	$20,833,334	$5,326,471.81
Mt. Wilson CLO, Ltd.		$1,985,000.00
Nemean CLO, Ltd.	-	$893,250.00
New York Life Insurance and Annuity Corporation	-	$2,112,050.00
New York Life Insurance Company	-	$5,857,950.00
Nuveen Floating Rate Income Fund	-	$12,932,500.00
Nuveen Floating Rate Income Opportunity Fund	-	$14,895,000.00
Nuveen Senior Income Fund	-	$4,970,000.00
Octagon Investment Partners II, LLC	-	$3,485,000.00
Octagon Investment Partners IV, Ltd.	-	$3,235,000.00
Octagon Investment Partners V, Ltd.	-	$3,483,750.00
Octagon Investment Partners VI, Ltd.	-	$2,987,500.00
Octagon Investment Partners VII, Ltd.	-	$3,483,125.00
Olympic CLO I	-	$1,985,000.00
Oppenheimer Senior Floating Rate Fund	-	$16,897,500.00
PPM Monarch Bay Funding LLC	-	$1,984,999.99
PPM Shadow Creek Funding LLC	-	$3,481,250.00
PPM Spyglass Funding Trust	-	$4,473,750.00
Putnam Diversified Income Trust		$997,487.44
Putnam Floating Rate Income Fund		$997,487.44
Race Point CLO Limited	-	$1,985,000.01
Race Point II CLO Limited	-	$1,985,000.01
Sankaty High Yield Partners II, L.P.	-	$2,000,000.00
Sawgrass Trading LLC	-	$4,922,750.00
Senior Debt Portfolio	-	$7,029,550.00
Sequils-Centurion V, Ltd.	-	$2,957,506.28
Sequils-ING I (HBDGM), Ltd.	-	$595,500.00
Sierra CLO I	-	$1,985,000.00
Sky CBNA Loan Funding	-	$6,721,874.96
Spiret IV  Loan Trust 2003	-	$9,945,813.41
Stanfield Bristol CLO, Ltd.	-	$1,660,952.50
Stanfield Carrera CLO, Ltd.	-	$1,660,952.50
Stanfield Modena CLO, Ltd.	-	$2,779,000.00
Stanfield Quattro CLO, Ltd.	-	$2,183,500.00
Stanfield Vantage CLO, Ltd.	-	$6,675,152.52
Stanwich Loan Funding LLC	-	$4,000,000.00
Stedman CBNA Loan Funding LLC	-	$3,000,000.00
Stichting Pensioenfonds ABP	-	$4,977,462.31
The Sumitomo Trust and Banking Co., Ltd., New York Branch	-	$2,977,500.00
SunAmerica Senior Floating Rate Fund, Inc.	-	$992,500.00
TORAJI TRUST	-	$1,955,150.38
TRS Aria LLC	-	$2,985,000.00
UBS AG, Stamford Branch	-	$5,500,000.00
ULT CNBA Loan Funding LLC	-	$1,985,000.00
Venture CDO 2002 Limited	-	$992,500.00
Venture II CDO 2002 Limited	-	$992,500.00
Venture III CDO Limited	-	$992,500.00
Venture IV CDO Limited	-	$992,500.00
Victoria Falls CLO, LTD	-	$992,500.00
Wachovia Bank National Association	$30,000,000	-
Western Asset Floating Rate High	-	$4,967,498.01
Whitney CLO I	-	$3,875,500.00
Wind River CLO I Ltd.	-	$1,985,000.00
Windsor Loan Funding, Limited	-	$2,280,935.02
Total	$250,000,000.00	$795,687,500.00