Satelites Mexicanos Sa De CV 6-K Current report (foreign)

Exhibit 99.2

EXECUTION COUNTERPART

FIRST AMENDMENT TO THE RESTRUCTURING AGREEMENT

     This FIRST AMENDMENT TO THE RESTRUCTURING AGREEMENT (this “Agreement”), dated as of July 28, 2006, is entered into by and among:

(a)	Satélites Mexicanos, S.A. de C.V. (the “Company”);
(b)	Servicios Corporativos Satelitales, S.A. de C.V. (“Servicios”);
(c)	Loral Skynet Corporation and Loral SatMex Ltd. (collectively, “Loral”);
(d)	Principia, S.A. de C.V. (“Principia” and, together with Loral, the “Supporting Equity Holders”);
(e)	the undersigned beneficial owners (or investment managers or advisors with power to vote or dispose of all or substantially all of the relevant securities on behalf of the beneficial owners) of the Senior Secured Floating Rate Notes due June 30, 2004, identified onExhibit A-1 hereto (the “Executing FRN Holders”), who together constitute Majority FRN Holders under the Restructuring Agreement (as defined below); and
(f)	the undersigned beneficial owners (or investment managers or advisors with power to vote or dispose of all or substantially all of the relevant securities on behalf of the beneficial owners) of the 10-1/8% Senior Notes due November 1, 2004, identified onExhibit A-2 hereto (the “Executing Noteholders” and, together with the Supporting Equity Holders and the Executing FRN Holders, the “Executing Holders,” and each, individually, an “Executing Holder”), who together constitute Majority Noteholders under the Restructuring Agreement.

     Reference is made to the Restructuring Agreement (the “Restructuring Agreement”) dated March 31, 2006 among the Company, Servicios and the Supporting Holders (as defined therein).

     Capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to them in the Restructuring Agreement.

     WHEREAS, the parties hereto desire to amend certain of the provisions the Restructuring Agreement.

     WHEREAS, pursuant to Section 13 of the Restructuring Agreement, Majority Noteholders and Majority FRN Holders may extend (a)(i) any “Target Date” or (ii) together with the Company, any “Outside Date” (for a period of up to thirty days) and (b) together with the Company, amend, modify or supplement certain other terms or conditions of the Restructuring Agreement.

     WHEREAS, pursuant to Sections 5A(b) and 13 of the Restructuring Agreement, Loral, Majority Noteholders, Majority FRN Holders and the Company may amend, modify or supplement certain terms or conditions relating to Section 5A of the Restructuring Agreement.

     NOW, THEREFORE, pursuant to Sections 5A(b) and 13 of the Restructuring Agreement:

     Clause 1.Consent to Stipulation Amendment. The parties hereto consent to the amendment of the Stipulation, Agreement and Order (the “So-Ordered Stipulation”) dated April 27, 2006, Docket No. 24, entered in the 304 Proceeding solely for the purpose of amending the date by which the Company must obtain a final and non-appealable order assuming the Loral Settlement Agreements from “July 24, 2006” to “September 7, 2006.” The Executing FRN Holders authorize Wilmer Cutler Pickering Hale and Dorr LLP to execute on their behalf, and the Executing Noteholders authorize Akin Gump Strauss Hauer & Feld LLP to execute on their behalf, any documents necessary to effectuate such amendment to the So-Ordered Stipulation. The definition of “304 Stipulation” in the Restructuring Agreement shall be amended solely for the purpose of including such amendment to the So-Ordered Stipulation.

     Clause 2.Certain Amendments to the Restructuring Agreement. The Restructuring Agreement shall be amended as follows: (the amendments contained in paragraphs F, G, H and I shall each be effective as of the applicable original Target Date):

          A. The definition of “Chapter 11 Filing Deadline” is hereby amended to replace “July 14, 2006” with “August 14, 2006.”

          B. The definition of “Outside Date”, with respect to the Concurso Plan Order, is hereby amended to replace “July 29, 2006” with “August 24, 2006.”

          C. “Thomas Heather” is hereby added to the list of “Series A, Voting Committee designees (4)” in Schedule B-1 of the Term Sheet.

          D. “or Carmen Ochoa” is hereby inserted after “Michael Nadar S.” as an additional designee for the “Secretary of The Board” in Schedule B-1 of the Term Sheet.

          E. The Company shall be permitted to amend, in its discretion, the form of Instrument of Accession attached as Annex B to the Restructuring Agreement with respect to any transferee of Securities held by any Supporting FRN Holders or any Supporting Noteholders such that the transferee is not obligated to be bound to the terms of the Restructuring Agreement with respect to any Securities it held prior to, or acquired after, (but not in connection with) executing the Accession Agreement; provided that the foregoing shall not apply to any Security that was previously bound by the Restructuring Agreement. Any such amended Instrument of Accession shall suffice for the purposes of Section 5(c) of the Restructuring Agreement.

          F. The Target Date of “June 6, 2006” for completion of Target #7, “Approval from the SCT (i.e. By-laws)” shall become “July 28, 2006.”

          G. The Target Date of “July 24, 2006” for completion of Target #10, “Authorization from COFECO” shall become “on or before the date of entry of the Chapter 11 Plan Order.”

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          H. The Target Date of “May 9, 2006” for completion of Target #15, “Request of Servicios ‘quiebra’ to the Mexican Bankruptcy Court” shall become “on or before the date of entry of the Chapter 11 Plan Order.”

          I. The Target Date of “May 17, 2006” for completion of Target #16, “Entering of a ‘quiebra‘ order of Servicios” shall become “on or before the Effective Date.”

          J. Satmex will use its commercially reasonable best efforts to have the Chapter 11 Plan confirmed by the Bankruptcy Court include binding mutual releases for all claims (other than claims based on fraud, gross negligence, willful misconduct or criminal conduct, or claims or obligations contained in the Loral Settlement Agreements) by and among Satmex, Servicios, the Supporting Equity Holders, Loral Space & Communications Ltd., Loral Space & Communications Holdings Corporation (f/k/a Loral Space & Communications Corporation), Loral Skynet Network Services, Inc., Loral SpaceCom Corporation, Loral Skynet, a division of Loral SpaceCom Corporation, Space Systems/Loral, Inc., Loral Space & Communications Inc., and all holders of claims against Satmex. With respect to Loral’s rights hereunder, this provision is expressly made a part of Section 5A of the Restructuring Agreement.

     Clause 3.Miscellaneous: Except as otherwise explicitly set forth herein, all provisions of the Restructuring Agreement shall remain in full force and effect in accordance with their terms, subject to the modifications, amendments and waivers contained in this Agreement. This Agreement may only be amended in accordance with the provisions of Sections 5(A)(b) and 13 of the Restructuring Agreement, as applicable, and may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. This Agreement shall be governed by and construed in accordance with the first paragraph of Section 19 of the Restructuring Agreement. The individual holdings amounts contained on Exhibit A-1 and Exhibit A-2 shall be delivered on a confidential basis to counsel to the Company by counsel to the Ad Hoc FRN Committee (with respect to Exhibit A-1) and by counsel to the Ad Hoc Senior Note Committee (with respect to Exhibit A-2), and counsel to the Company shall not disclose such individual holdings amounts to any person or entity, including without limitation the Company, without the prior written consent of each individual holder whose individual holdings amount is being disclosed;provided,however, that this sentence shall not prevent counsel to the Company from disclosing the aggregate holdings amount of the Executing FRN Holders or the aggregate holdings amount of the Executing Noteholders.

[Remainder of Page Left Intentionally Blank]

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     IN WITNESS WHEREOF, each of the parties to this Agreement has caused this Agreement to be executed and delivered by its duly authorized officers as of the date first written above.

Satélites Mexicanos, S.A. de C.V.
By:	/s/ Cynthia Pelini Addario
	Name:	Cynthia Pelini Addario
	Title:	EVP Finance & Administration
	Rodolfo Gaona #86
	Col. Lomas de Sotelo
	México D.F. 11200 México
	Telephone:		(52) (55) 2629-5808
	Fax:		(52) (55) 2629-5895
By:	/s/ Carmen Ochoa
	Name:	Carmen Ochoa
	Title:	General Counsel
	Rodolfo Gaona #86
	Col. Lomas de Sotelo
	México D.F. 11200 México
	Telephone:		(52) (55) 5201-0858
	Fax:		(52) (55) 2629-0895

	AS TO CLAUSE 2.J ONLY
	Servicios Corporativos Satelitales, S.A. de C.V.
	By:	/s/ Sergio Miguel Angel Autrey Maza
		Name:	Sergio Miguel Angel Autrey Maza
		Title:	Attorney-in-fact
		Rodolfo Gaona 86-F
`		Col. Lomas de Sotelo
		México D.F. 11200 México
		Telephone:		(52) (55) 1250-6300
		Fax:		(52) (55) 1250-6329

AS TO CLAUSE 2.J ONLY
Principia, S.A. de C.V.
By:	/s/ Sergio Miguel Angel Autrey Maza
	Name:	Sergio Miguel Angel Autrey Maza
	Title:	Attorney-in-fact
	Rodolfo Gaona 86-F
	Col. Lomas de Sotelo
	México D.F. 11200 México
	Telephone:		(52) (55) 1250-6300
	Fax:		(52) (55) 1250-6329

AS TO CLAUSES 1, 2.J AND 3 ONLY Loral Skynet Corporation and Loral SatMex Ltd., (collectively, “Loral”)
By:	/s/ Janet YeungName: Janet Yeung Title: Vice President & Asst. Secretary

SUPPORTING FRN HOLDER(S):
* see below
By:	/s/ MITCHELL R. JULISName: MITCHELL R. JULIS Title: AUTHORISED SIGNATORY
The above-named Supporting FRN Holder(s) hereby represents that it is the beneficial owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the FRNs held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of, the aggregate principal amount of the FRNs listed next to its name on Exhibit A-1 to this Agreement.

Contact Person:	Jack Hersch
Address:	Canyon Capital Partners
	9665 Wilshire Boulevard
	Beverly Hills, CA 90212
Telephone:	310-858-4249
Facsimile:
E-mail:	jhersch@canyonpartners.com

*	The Canyon Value Realization Fund (Cayman), Ltd.
	Canyon Value Realization Fund, L.P.
	Canyon Value Realization MAC 18, Ltd.
	Institutional Benchmarks Series (Master Feeder)
	Limited in Respect of The Centaur Series

SUPPORTING FRN HOLDER(S):
MURRAY CAPITAL MANAGEMENT, INC, as agent on behalf of certain discretionary accounts
By:	/s/ Scott V. BeechertName: Scott V. Beechert Title: General Counsel & Chief Compliance Officer
The above-named Supporting FRN Holder(s) hereby represents that it is the beneficial owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the FRNs held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of, the aggregate principal amount of the FRNs listed next to its name on Exhibit A-1 to this Agreement.

Contact Person:	Scott V. Beechert
Address:	680 Fifth Avenue
	26th Floor
	New York, NY 10019
Telephone:	(212) 582-5505
Facsimile:	(212) 582-5525
E-mail:	sbeechert@murraycapital.com

SUPPORTING FRN HOLDER(S):
MORGAN STANLEY & CO INCORPORATED
By:	/s/ Edgar A. SabounghiName: Edgar A. Sabounghi Title: Managing Director
The above-named Supporting FRN Holder(s) hereby represents that it is the beneficial owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the FRNs held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of, the aggregate principal amount of the FRNs listed next to its name on Exhibit A-1 to this Agreement.

Contact Person:	Jonathan Herrick
Address:	1585 Broadway
	New York, New York 10036
Telephone:	212-761-4744
Facsimile:	212-507-2917
E-mail:	jonathan.herrick@morganstanley.com

SUPPORTING FRN HOLDER(S):
BLACK DIAMOND OFFSHORE, LTD
By: Carlson Capital, L.P., its investment advisor
By: Asgard Investment Corp, its general partner
By:	/s/ Clint D. Carlson
	Name: Clint D. Carlson
	Title: President
The above-named Supporting FRN Holder(s) hereby represents that it is the beneficial owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the FRNs held onbehalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of, the aggregate principal amount of the FRNs listed next to its name on Exhibit A-1 to this Agreement.

Contact Person:	Chris Huga
Address:	2100 McKinney ave
	Ste 1600
	Dallas,TX 75201
Telephone:	214-932-9653
Facsimile:	214-932-9601
E-mail:	chaga@carlsoncapital.com

SUPPORTING FRN HOLDER(S):
DOUBLE BLACK DIAMOND OFFSHORE LDC
By: Carlson Capital, L.P., its investment advisor
By: Asgard Investment Corp, its general partner
By:	/s/ Clint D. Carlson
	Name: Clint D. Carlson
	Title: President
The above-named Supporting FRN Holder(s) hereby represents that it is the beneficial owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the FRNs held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of, the aggregate principal amount of the FRNs listed next to its name on Exhibit A-1 to this Agreement.
Contact Person:		Chris Haga
Address:		2100 McKinney ave.
		Ste 1600
		Dallas,TX 75201
Telephone:		214-932-9653
Facsimile:		214-932-9402
E-mail:		chaga@carlsoncapital.com

SUPPORTING FRN HOLDER(S):
Cedarview Capital Management, LP
By:	/s/ Burton Weinstein
	Name: Burton Weinstein
	Title: Managing Partner
The above-named Supporting FRN Holder(s) hereby represents that it is the beneficial owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the FRNs held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of, the aggregate principal amount of the FRNs listed next to its name on Exhibit A-1 to this Agreement.
Contact Person:		Alison McDevitt
Address:		405 Lexington Avenue,
		39th Floor
		New York, NY 10174
Telephone:		(212) 949-1685
Facsimile:		(212)949-2364
E-mail:		amcdevitt@cedarviewcapital.com

SUPPORTING FRN HOLDER(S):
Clinton Group, Inc. as Investment Manager for and on behalf of
CLINTON MULTISTRATEGY MASTERFUND, LTD
By:	/s/ Vincent D’Arpino
	Name: Vincent D’Arpino
	Title: Portfolio Manager
The above-named Supporting FRN Holder(s) hereby represents that it is the beneficial owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the FRNs held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of, the aggregate principal amount of the FRNs listed next to its name on Exhibit A-1 to this Agreement.
Contact Person:		Vincent D’Arpino
Address:		Clinton Group, Inc.
		9 West 57th Street, 26th Flr.
		New York, NY 10019
Telephone:		212-377-4189
Facsimile:		212-825-0084
E-mail:		vdarp@clinton. com

SUPPORTING FRN HOLDER(S):

CONTINENTAL CASUALTY COMPANY

By:	/s/ Dennis R. HemmeName: Dennis R. Hemme
	Title:   Authorized Signatory

The above-named Supporting FRN Holder(s) hereby represents that it is the beneficial owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the FRNs held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of, the aggregate principal amount of the FRNs listed next to its name on Exhibit A-l to this Agreement.

Contact Person:	Michael Coffey
Address:	333 South Wabash Avenue
	Chicago, IL 60604
Telephone:	312-822-4376
Facsimile:	312-817-1680
E-mail:	michael.coffey@cna.com

SUPPORTING FRN HOLDER(S):

Greenwich International, Ltd.

By:	/s/ Richard A. RolnickName: Richard A. Rolnick
	Title: Managing Director

The above-named Supporting FRN Holder(s) hereby represents that it is the beneficial owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the FRNs held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of, the aggregate principal amount of the FRNs listed next to its name on Exhibit A-l to this Agreement.

Contact Person:	Jonathan Gorrilies
Address:	600 Stearbour Road
	Greenwich, Ct. 06830
Telephone:	203-618-6261
Facsimile:	203-422-4095
E-mail:	jonathan.gorrilies@rbsgc.com

SUPPORTING FRN HOLDER(S):

POLYGON GLOBAL OPPORTUNITIES MASTER FUND

By	Polygon Investment Partners, LLP,
	as Investment Adviser
By:	/s/ Alex JacksonName: Alex Jackson
	Title: Principal

The above-named Supporting FRN Holder(s) hereby represents that it is the beneficial owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the FRNs held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of, the aggregate principal amount of the FRNs listed next to its name on Exhibit A-l to this Agreement.

Contact Person:	Faraz Zaidi
Address:	598 Madison Ave
	NY, NY 10027
Telephone:	212-359-7495
Facsimile:
E-mail:	fzaidi@polysoninv.com

SUPPORTING FRN HOLDER(S):

TACONIC CAPITAL ADVISORS, LLC

By:	/s/ Joshua MillerName: Joshua Miller
	Title: Principal

The above-named Supporting FRN Holder(s) hereby represents that it is the beneficial owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the FRNs held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of, the aggregate principal amount of the FRNs listed next to its name on Exhibit A-l to this Agreement.

Contact Person:	Paul Kenny
Address:	Taconic Capital Advisors
	450 Park Avenue, 9th Fl
	New York, NY 10022
Telephone:	212-209-3118
Facsimile:	212-209-3181
E-mail:	pkenny@taconiccap.com

SUPPORTING FRN HOLDER(S):

RESOLUTION MASTER FUND L.P.

By:	/s/ Sam PerlmanName: Sam Perlman
	Title: Managing Director

The above-named Supporting FRN Holder(s) hereby represents that it is the beneficial owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the FRNs held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of, the aggregate principal amount of the FRNs listed next to its name on Exhibit A-l to this Agreement.

Contact Person:	Michael Soranno
Address:	909 Third Ave
	30th Floor
	New York, NY 10021
Telephone:	212-350-1950
Facsimile:	212-350-5653
E-mail:	msoranno@resolutionfunds.com

SUPPORTING NOTEHOLDER(S):
MURRAY CAPITAL MANAGEMENT, INC, as agent on behalf of certain discretionary accounts
By:	/s/ Scott V. Beechert
	Name:	Scott V. Beechert
	Title:	General Counsel &
		Chief Compliance Officer
Murray Capital Management, Inc. hereby represents that it is the beneficially owner and/or investment advisor or manager/with the power to vote and dispose of all or substantially all of the Senior Notes held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of the aggregate principal amount of the Senior Notes listed next to its name on Exhibit A-2 to this Agreement.

Contact Person:	Scott V. Beechert
Address:	680 Fifth Avenue
	26th Floor
	New York, NY 10019
Telephone:	(212) 582-5505
Facsimile:	(212) 582-5525
E-mail:	sbeechert@murraycapital.Com

ATLANTIC PACIFIC MANAGEMENT GROUP LLC
By:	/s/ Jay A. Johnston
	Name:	Jay A. Johnston
	Title:	Managing Director
		Indian Harbor Capital Management
		Advisor of Account
Atlantic Pacific Management Group LLC hereby represents that it is the beneficially owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the Senior Notes held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of the aggregate principal amount of the Senior Notes listed next to its name on Exhibit B to this Agreement.

Contact Person:	Jason Cook
Address:	c/o Gramercy Advisors LLC
	20 Dayton Avenue
	Greenwich, CT 06830
Telephone:	(203) 552-1920
Facsimile:	(203) 552-1906
E-mail:	jcook@gramercy.com

LPETE LLC
By:	/s/ Jay A. Johnston
	Name:	Jay A. Johnston
	Title:	President
		LPETE LLC
LPETE LLC hereby represents that it is the beneficially owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the Senior Notes held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of the aggregate principal amount of the Senior Notes listed next to its name on Exhibit B to this Agreement.

Contact Person:	Jason Cook
Address:	c/o Gramercy Advisors LLC
	20 Dayton Avenue
	Greenwich, CT 06830
Telephone:	(203) 552-1920
Facsimile:	(203) 552-1906
E-mail:	jcook@gramercy.com

SSGDP LLC
By:	/s/ Jay A. Johnston
	Name:	Jay A. Johnston
	Title:	President SSGDP LLC
SSGDP LLC hereby represents that it is the beneficially owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the Senior Notes held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of the aggregate principal amount of the Senior Notes listed next to its name on Exhibit B to this Agreement.
Contact Person:			Jason Cook
Address:			c/o Gramercy Advisors LLC
			20 Dayton Avenue
			Greenwich, CT 06830
Telephone:			(203) 552-1920
Facsimile:			(203) 552-1906
E-mail:			jcook@gramercy.com

DRALLI LLC
By:	/s/ Jay A. Johnston
	Name:	Jay A. Johnston
	Title:	Managing Director
		Gramercy Investment Management
		LLC, Sole Manager of the Company
DRALLI LLC hereby represents that it is the beneficially owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the Senior Notes held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of the aggregate principal amount of the Senior Notes listed next to its name on Exhibit B to this Agreement.
Contact Person:			Jason Cook
Address:			c/o Gramercy Advisors LLC
			20 Dayton Avenue Greenwich, CT 06830
Telephone:			(203) 552-1920
Facsimile:			(203) 552-1906
E-mail:			jcook@gramercy.com

GRAMERCY EMERGING MARKETS FUND
By:	/s/ Jay A. Johnston
	Name:	Jay A. Johnston
	Title:	Director
		Gramercy Emerging Markets Fund
Gramercy Emerging Markets Fund hereby represents that it is the beneficially owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the Senior Notes held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of the aggregate principal amount of the Senior Notes listed next to its name on Exhibit B to this Agreement.
Contact Person:			Jason Cook
Address:			c/o Gramercy Advisors LLC
			20 Dayton Avenue Greenwich, CT 06830
Telephone:			(203) 552-1920
Facsimile:			(203) 552-1906
E-mail:			jcook@gramercy.com

HFR EM SELECT MASTER TRUST
By:	/s/ Jay A. Johnston
	Name: Jay A. Johnston
	Title: Co-Managing Partner, Gramercy
	Advisors by Power of Attorney
HFR EM Select Master Trust hereby represents that it is the beneficially owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the Senior Notes held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of the aggregate principal amount of the Senior Notes listed next to its name on Exhibit B to this Agreement.
Contact Person:		Jason Cook
Address:		c/o Gramercy Advisors LLC
		20 Dayton Avenue Greenwich, CT 06830
Telephone:		(203) 552-1920
Facsimile:		(203) 552-1906
E-mail:		jcook@gramercy.com

KAPALI LLC
By:	/s/ Jay A. Johnston
	Name:		Jay A. Johnston
	Title:		President
		��	KAPALI LLC
KAPALI LLC hereby represents that it is the beneficially owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the Senior Notes held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of the aggregate principal amount of the Senior Notes listed next to its name on Exhibit B to this Agreement.
Contact Person:			Jason Cook
Address:			c/o Gramercy Advisors LLC
			20 Dayton Avenue
			Greenwich, CT 06830
Telephone:			(203) 552-1920
Facsimile:			(203) 552-1906
E-mail:			jcook@gramercy.com

LMC RECOVERY FUND LLC
By:	/s/ Jay A. Johnston
	Name:	Jay A. Johnston
	Title:	Co-Managing Partner
		Gramercy Advisors LLC
		Investment Manager of Account
LMC Recovery Fund LLC hereby represents that it is the beneficially owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the Senior Notes held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of the aggregate principal amount of the Senior Notes listed next to its name on Exhibit B to this Agreement.
Contact Person:		Jason Cook
Address:		c/o Gramercy Advisors LLC
		20 Dayton Avenue
		Greenwich, CT 06830
Telephone:		(203) 552-1920
Facsimile:		(203) 552-1906
E-mail:		jcook@gramercy.com

PALLMALL LLC

By:	/s/ Jay A. Johnston
	Name:	Jay A. Johnston
	Title:	President
		PALLMALL LLC

PALLMALL LLC hereby represents that it is the beneficially owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the Senior Notes held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of the aggregate principal amount of the Senior Notes listed next to its name on Exhibit B to this Agreement.

Contact Person:	Jason Cook
Address:	c/o Gramercy Advisors LLC
	20 Dayton Avenue
	Greenwich, CT 06830
Telephone:	(203) 552-1920
Facsimile:	(203) 552-1906
E-mail:	jcook@gramercy.com

UVIADO LLC

By:	/s/ Jay A. Johnston
	Name:	Jay A. Johnston
	Title:	President
		UVIADO LLC

UVIADO LLC hereby represents that it is the beneficially owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the Senior Notes held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of the aggregate principal amount of the Senior Notes listed next to its name on Exhibit B to this Agreement.

Contact Person:	Jason Cook
Address:	c/o Gramercy Advisors LLC
	20 Dayton Avenue
	Greenwich, CT 06830
Telephone:	(203) 552-1920
Facsimile:	(203) 552-1906
E-mail:	jcook@gramercy.com

GRNPARK LLC

By:	/s/ Jay A. Johnston
	Name:	Jay A. Johnston
	Title:	President
		GRNPARK LLC

GRNPARK LLC hereby represents that it is the beneficially owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the Senior Notes held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of the aggregate principal amount of the Senior Notes listed next to its name on Exhibit B to this Agreement.

Contact Person:	Jason Cook
Address:	c/o Gramercy Advisors LLC
	20 Dayton Avenue
	Greenwich, CT 06830
Telephone:	(203) 552-1920
Facsimile:	(203) 552-1906
E-mail:	jcook@gramercy.com

KADESI LLC

By:	/s/ Jay A. Johnston
	Name:	Jay A. Johnston
	Title:	President
		KADESI LLC

KADESI LLC LLC hereby represents that it is the beneficially owner and/or investment advisor or manager (with the power to vote and dispose of all or substantially all of the Senior Notes held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of the aggregate principal amount of the Senior Notes listed next to its name on Exhibit B to this Agreement.

Contact Person:	Jason Cook
Address:	c/o Gramercy Advisors LLC
	20 Dayton Avenue
	Greenwich, CT 06830
Telephone:	(203) 552-1920
Facsimile:	(203) 552-1906
E-mail:	jcook@gramercy.com

HARBINGER CAPITAL PARTNERS
MASTER FUND I, LTD.
(f/k/a HARBERT DISTRESSED INVESTMENT
MASTER FUND, LTD.)

By:	Harbinger Capital Partners Offshore
	Manager, LLC, as investment manager

By:	/s/ Philip A. FalconeName: Philip A. Falcone
	Title: Senior Managing Director

Harbinger Capital Partners Master Fund I, Ltd. (f/k/a Harbert Distressed Investment Master Fund, Ltd.) hereby represents that it is the beneficially owner and/or investment advisor or manager (with-the power to vote and dispose of all or substantially all of the Senior Notes held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of the aggregate principal amount of the Senior Notes listed next to its name on Exhibit B to this Agreement.

Contact Person:	Philip A. Falcone
Address:	Harbinger Capital Partners
	555 Madison Avenue, 16th Floor
	New York, NY 10022
Telephone:	(212) 521-6988
Facsimile:	(212) 521-6972
E-mail:	pfalcone@harbert.net

W/ copy to:

One Riverchase Parkway South
Birmingham, AL 35244
Attn: Legal Department

[Form of Signature Block for Noteholder]
MORGAN STANLEY & CO. INCORPORATED
By:	/s/ Edgar A.Sabounghi
	Name: Edgar A.Sabounghi
	Title: Managing Director
Morgan Stanley&Co. Incorporated hereby represents that it is the beneficially owner and/or investment advisor or manager/with the power to vote and dispose of all or substantially all of the Senior Notes held on behalf of their beneficial owner) of discretionary accounts for holders of beneficial owners of the aggregate principal amount of the Senior Notes listed next to its name on Exhibit A-2 to this Agreement.

Contact Person:	Jonathan Herrick
Address:	1585 Broadway
	New York, New York 10036
Telephone:	212-761-4744
Facsimile:	212-507-2917
E-mail:	jonathan.herrick@morganstanley.com