Summy-Birchard S-4/A Registration of securities issued in business combination transactions (amended)

Exhibit 10.3

AMENDMENT NO. 2 TO CREDIT AGREEMENT

AMENDMENT dated as of December 6, 2004 to the Amended and Restated Credit Agreement dated as of April 8, 2004 (as amended from time to time, the “Credit Agreement”) among WMG ACQUISITION CORP. (the “Company”), the Overseas Borrowers party thereto, WMG HOLDINGS CORP. (“Holdings”), the LENDERS party thereto (the “Lenders”), BANC OF AMERICA SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers and Joint Book Managers, LEHMAN BROTHERS INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Co-Arrangers and Joint Book Managers, DEUTSCHE BANK SECURITIES INC. and LEHMAN COMMERCIAL PAPER INC., as Co-Syndication Agents, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Documentation Agent, and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), Swing Line Lender and L/C Issuer.

W I T N E S S E T H:

WHEREAS, Holdings wishes to incur certain indebtedness and make certain changes to the terms of the Credit Agreement; and

WHEREAS, the Lenders are willing to permit Holdings to do so, subject to the terms and conditions set forth herein;

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1.Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after the Amendment Effective Date (as defined in Section 7 below), refer to the Credit Agreement as amended hereby.

SECTION 2. Additional Permitted Holdco Debt. Section 7.03(c)(iii) of the Credit Agreement is amended to read in its entirety as follows:

(i)            unsecured Indebtedness of Holdings (“Permitted Holdco Debt”) that (A) is not subject to any Guarantee by the Company or any Restricted Subsidiary, (B) will not mature prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans, (C) has no scheduled amortization or payments of principal, (D) does not permit any payments in cash of interest or other amounts in respect of the principal thereof in excess of $35,000,000 in any Fiscal Year for at least five (5) years from

the date of the issuance or incurrence thereof, (E) has mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior discount notes of an issuer that is the parent of a borrower under senior secured credit facilities, and in any event, with respect to covenant, default and remedy provisions, no more restrictive than those set forth in the Senior Subordinated Notes Indenture taken as a whole (other than provisions customary for senior discount notes of a holding company), and (F) contains provisions with respect to paid-in-kind interest which are reasonably satisfactory to the Administrative Agent; provided that any such Indebtedness shall constitute Permitted Holdco Debt only if (i) both before and after giving effect to the issuance or incurrence thereof, no Event of Default shall have occurred and be continuing, (ii) after giving Pro Forma Effect to the issuance or incurrence thereof, the Holdings Consolidated Leverage Ratio shall be less than 5.75:1, and (iii) if the amount of such Indebtedness issued or incurred in any fiscal quarter exceeds $50,000,000, the Chief Financial Officer of Holdings or the Borrower shall have delivered an officer’s certificate demonstrating Pro Forma Compliance with the covenants set forth in Section 7.11 in form and substance reasonably satisfactory to the Administrative Agent, it being understood that any capitalized or paid-in-kind interest or accreted principal on such Indebtedness shall not constitute an issuance or incurrence of Indebtedness for purposes of this proviso;

SECTION 3. Change to the Calculation of EBITDA For Purposes of Incurring Permitted Holdco Debt. The definition of “Consolidated EBITDA” contained in Section 1.01 of the Credit Agreement is amended by adding the following proviso at the end thereof: “; and provided further that, solely for purposes of calculating the Holdings Consolidated Leverage Ratio under Section 7.03(c)(iii) on a Pro Forma Basis “Consolidated EBITDA” for the relevant period may include operating expense reductions for such period with respect to the Acquisition or with respect to any Investment, acquisition, Disposition, merger or consolidation permitted hereunder (each a “Permitted Transaction”) that has been consummated during such period, in each case that have been realized or (A) for which the steps necessary for realization have been taken or (B) with respect to any Permitted Transaction, for which steps necessary for realization are reasonably expected to be taken within the six month period following the consummation of such Permitted Transaction, so long as such adjustments are set forth in a certificate signed by the Chief Financial Officer of the Company and another Responsible Officer of the Company which states (i) the amount of such adjustments, and (ii) that such adjustment or adjustments are based on the reasonable good faith beliefs of the officers executing such certificate at the time of execution.”

2

SECTION 4. Representations. Each of Holdings and the Company represents and warrants that (i) the representations and warranties of Holdings, the Company and each other Loan Party contained in Article 5 of the Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (ii) no Default will have occurred and be continuing on such date.

SECTION 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 6. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

SECTION 7. Effectiveness. This Amendment shall become effective on the date (the “Amendment Effective Date”) when the Administrative Agent shall have (a) received from each of Holdings, the Borrower and the Required Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof and (b) received an amendment fee for the account of each Lender from which the Administrative Agent has received an executed counterpart of this Amendment or other written confirmation, as required by subsection (a) above, on or prior to 12:00 noon New York City time on December 6, 2004, in an amount equal to 0.10% of the sum of the Total Outstandings, unused Term Commitments and unused Revolving Credit Commitments, in each case held by such Lender.

3

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

WMG ACQUISITION CORP.
By:	/s/ Paul Robinson
	Name: Paul Robinson
	Title: SVP & Deputy General Counsel
WMG HOLDINGS CORP.
By:	/s/ Paul Robinson
	Name: Paul Robinson
	Title: SVP & Deputy General Counsel

Signature Page to Amendment No. 2

BANK OF AMERICA, N.A., as
Administrative Agent
By:	/s/ Liliana Claar
	Name: LILIANA CLAAR
	Title: Vice President
BANK OF AMERICA, N.A., as a Lender
By:	/s/ Gabriela Millhorn
	Name: Gabriela Millhorn
	Title: Principal

Name of Lender: 1888 FUND, LTD.
By:	/s/ Kaitlin Trinh
	Name: KAITLIN TRINH
	Title: VICE PRESIDENT

Name of Lender:		ACM Income Fund
By:	/s/ Robert Bayer
	Name: Robert Bayer
	Title: VICE PRESIDENT

Addison CDO, Limited
By:	Pacific Investment Management Company LLC, as its Investment Advisor
	By:	/s/ Mohan V. Phanaalkar
		Mohan V. Phanaalkar
		Managing Director

AIM FLOATING RATE FUND
By:	INVESCO Senior Secured Management, Inc. As Sub-Adviser
	By:	/s/ Gregory Stoeckle
		Name: Gregory Stoeckle
		Title: Authorized Signatory

Name of Lender:			Global Strategic Income
By:	/s/ Robert Bayer
	Name:	Robert Bayer
	Title:	Vice President

APEX (IDM) CDO I, LTD.
BABSON CLO LTD. 2003-I
BABSON CLO LTD. 2004-I
ELC (CAYMAN) LTD. 1999-II
ELC (CAYMAN) LTD. 1999-III
ELC (CAYMAN) LTD. 2000-I
SEABOARD CLO 2000 LTD.
SUFFIELD CLO, LIMITED
TRYON CLO LTD. 2000-I
By:  Babson Capital Management LLC as Collateral Manager
By:	/s/ David P. Wells
Name: David P. Wells, CFA
Title: Managing Director
C.M. LIFE INSURANCE COMPANY
By:  Babson Capital Management LLC as Investment Sub-Adviser
By:	/s/ David P. Wells
Name: David P. Wells, CFA
Title: Managing Director
MAPLEWOOD (CAYMAN) LIMITED
By:  Babson Capital Management LLC as Investment Manager
By:	/s/ David P. Wells
Name: David P. Wells, CFA
Title: Managing Director
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:  Babson Capital Management LLC as Investment Adviser
By:	/s/ David P. Wells
Name: David P. Wells, CFA
Title: Managing Director

Name of Lender:			American Express Certificate Company By: American Express Asset Management Group as Collateral Manager
By:	/s/ Yvonne Stevens
	Name:	Yvonne Stevens
	Title:	Senior Managing Director

AMMC CDO I, LIMITED
By:	American Money Management Corp., as Collateral Manager
	By:	/s/ Chester M. Eng
		Name:  Chester M. Eng
		Title:  Senior Vice President

AMMC CDO II, LIMITED
By:	American Money Management Corp., as Collateral Manager
	By:	/s/ Chester M. Eng
		Name:  Chester M. Eng
		Title:  Senior Vice President

AMMC CDO III, LIMITED
By:	American Money Management Corp., as Collateral Manager
	By:	/s/ Chester M. Eng
		Name:  Chester M. Eng
		Title:  Senior Vice President

Name of Lender:			APEX (Trimaran) CDO I, LTD.
			By Trimaran Advisors, L.L.C.
By:	/s/ David M. Millison
	Name:	David M. Millison
	Title:	Managing Director

ARCHIMEDES FUNDING III, LTD.
BY:	ING Capital Advisors LLC, as Collateral Manager
By:	/s/ Steven Gorski
Name:  STEVEN GORSKI
Title:  DIRECTOR

ARCHIMEDES FUNDING IV (CAYMAN), LTD.
BY:	ING Capital Advisors LLC, as Collateral Manager
By:	/s/ Steven Gorski
Name:  STEVEN GORSKI
Title:  DIRECTOR

ARES Leveraged Investment Fund II, L.P.			Ares VI CLO Ltd.
By:	ARES Management II, L.P.		By:	Ares CLO Management VI, L.P.
Its:	General Partner			Investment Manager
			By:	Ares CLO GP VI, LLC Its Managing Member
By:	/s/ Seth J. Brufsky
Name:	SETH J. BRUFSKY
Title:	VICE PRESIDENT		By:	/s/ Seth J. Brufsky
			Name:	SETH J. BRUFSKY
ARES III CLO Ltd.			Title:	VICE PRESIDENT
By:		ARES CLO Management LLC	Ares VII CLO Ltd.
By:	/s/ Seth J. Brufsky		By:	Ares CLO Management VII, L.P.,
Name:	SETH J. BRUFSKY			Investment Manager
Title:	VICE PRESIDENT
			By:	Ares CLO GP VII, LLC,
				Its General Partner
Ares IV CLO Ltd.
By	Ares CLO Management IV, L.P.,
	Investment Manager		By:	/s/ Seth J. Brufsky
			Name:	SETH J. BRUFSKY
By	Ares CLO GP IV, LLC,		Title:	VICE PRESIDENT
	Its Managing Member
			Ares VIII CLO Ltd.
By:	/s/ Seth J. Brufsky		By:	Ares CLO Management VIII, L.P.,
Name:	SETH J. BRUFSKY			Investment Manager
Title:	VICE PRESIDENT
			By	Ares CLO GP VIII, LLC,
				Its General Partner
ARES V CLO Ltd
By:	ARES CLO Management V, L.P.,
	Investment Manager
			By:	/s/ Seth J. Brufsky
			Name:	SETH J. BRUFSKY
By:	ARES CLO GP V, LLC,		Title:	VICE PRESIDENT
	Its Managing Member
			Ares Total Value Fund, L.P.
By:	/s/ Seth J. Brufsky
Name:	SETH J. BRUFSKY		By:	Area Total Value Management LLC
Title:	VICE PRESIDENT		Its:	General Partner
			By:	/s/ Seth J. Brufsky
			Name:	SETH J. BRUFSKY
			Title:	VICE PRESIDENT

Name of Lender:			Atrium CDO
By:	/s/ Thomas Flannery
	Name:	THOMAS FLANNERY
	Title:	AUTHORIZED SIGNATORY

Name of Lender:			Atrium II
By:	/s/ Thomas Flannery
	Name:	THOMAS FLANNERY
	Title:	AUTHORIZED SIGNATORY

Name of Lender:			ATV Loan Funding LLC
By:	/s/ David Gorder
	Name:	DAVID GORDER
	Title:	ATTORNEY-IN-FACT

AVALON CAPITAL LTD.
By:	INVESCO Senior Secured Management, Inc. As Portfolio Advisor
	By:	/s/ Gregory Stoeckle
		Name:  Gregory Stoeckle
		Title:  Authorized Signatory

AVALON CAPITAL LTD. 2
By:	INVESCO Senior Secured Management, Inc. As Portfolio Advisor
	By:	/s/ Gregory Stoeckle
		Name:  Gregory Stoeckle
		Title:  Authorized Signatory

Name of Lender:
Sankaty Advisors, LLC as Collateral Manager
for Avery Point CLO, Limited, as Term Lender
By:	/s/ Timothy Barns
	Name: Timothy Barns
	Title: Senior Vice President

Ballyrock CLO II Limited, By: Ballyrock
Investment Advisors LLC, as Collateral
Manager
By:	/s/ Lisa Rymut
	Name: Lisa Rymut
	Title: Assistant Treasurer

BIRCHWOOD FUNDING LLC
By:	/s/ Meredith Koslick
	Name:        Meredith Koslick
	Title:          Assistant Vice President

	Name of Lender:	BlackRock Limited Duration Income Trust
		BlackRock Global Floating Rate Income Trust
		BlackRock Senior Income Series
		Magnetite Asset Investors LLC
		Magnetite Asset Investors III LLC
		Magnetite IV CLO, Limited
		Magnetite V CLO, Limited
		Senior Loan Portfolio
			By:	/s/ Tom Colwell
				Name:	Tom Colwell
				Title:	Authorized Signatory
			By:
				Name:	Tom Colwell
				Title:	Authorized Signatory
Acknowledged by:
Guarantors:
[ADD GUARANTORS]
			By:
				Name:	Tom Colwell
				Title:	Authorized Signatory

Name of Lender:
BLUE SQUARE FUNDING LIMITED
SERIES 3
By:	/s/ Joseph Cusmai
	Name: Joseph Cusmai
	Title: Vice President

BOSTON HARBOR CLO 2004-1, Ltd.

/s/ Beth Mazor

By: Beth Mazor

Title: V.P.

Braymoor & Co.
By: Bear Stearns Asset Management, Inc., as its attorney-in-fact
By:	/s/ Jonathan Berg
	Name:        Jonathan Berg
	Title:          Vice President

BRYN MAWR CLO, Ltd.
By: Deerfield Capital Management LLC as its Collateral Manager
By:	/s/ Scott Morrison
Name: Scott Morrison
Title: Vice President

			Name of Lender:
	C-SQUARED CDO LTD.
By: TCW Advisors, Inc., as its Portfolio Manager
	By:	/s/ Jonathan R. Insull
	Name: Jonathan R. Insull
	Title: Managing Director
	/s/ G. Steven Kalin
	G. Steven Kalin
	Senior Vice President

Name of Lender:		By: Callidus Debt Partners CLO Fund, II Ltd. By: Its Collateral Manager, Callidus Capital Management, LLC
By:	/s/ Mavis Taintor
	Name:     Mavis Taintor
	Title:       Senior Managing Director

Name of Lender:		By: Callidus Debt Partners CLO Fund, III Ltd. By: Its Collateral Manager, Callidus Capital Management, LLC
By:	/s/ Mavis Taintor
	Name:    Mavis Taintor
	Title:      Senior Managing Director

Name of Lender:		Canadian Imperial Bank of Commerce
By:	/s/ John F. Burke
	Name:    John F. Burke
	Title:      Authorized Signatory

Canyon Capital Advisors, LLC

9665 Wilshire Blvd., #200

Beverly Hills, CA 90212

PROPORTIONATE VOTING PROVISION

The undersigned, Canyon Capital CLO 2004-1 LTD. (“Canyon”), is a Lender to WMG Acquisition Corp., dated as of April 8, 2004 (the “Credit Agreement”). Canyon’s approval of a Amendment No. 2 has been requested pursuant to the terms of the Credit Agreement.

Canyon hereby votes its percentage interest as a Lender in favor of and/or against the approval of the Amendment No. 2 in direct proportion to the votes of those other Lenders under the Credit Agreement that have voted for or against the approval of the Amendment No. 2 (without counting failure to vote or abstentions.)

Canyon Capital CLO 2004-1 LTD.

By:	Canyon Capital Advisors LLC
	a Delaware limited liability company,
	its Collateral Manager
By:	/s/ R. Christian B. Evensen
	R. Christian B. Evensen	Date
	Managing Director

Catalina CDO Ltd.
By:	Pacific Investment Management Company LLC, as its Investment Advisor
	By:	/s/ Mohan V. Phansalkar
		Mohan V. Phansalkar
		Managing Director

Name of Lender:
CELEBRITY CLO LIMITED
By:		TCW Advisors, Inc., As Agent
By:	/s/ G. Steven Kalin
	Name: G. STEVEN KALIN
	Title: SENIOR VICE PRESIDENT
By:	/s/ Jonathan R. Insull
	Name: JONATHAN R. INSULL
	Title: MANAGING DIRECTOR

Name of Lender:		Centurion CDO II, Ltd. By: American Express Asset Management Group, Inc. as Collateral Manager
By:	/s/ Vincent P. Pham
	Name: Vincent P. Pham
	Title: Director-Operations

Name of Lender:		Centurion CDO VI, Ltd. By: American Express Asset Management Group as Collateral Manager
By:	/s/ Vincent P. Pham
	Name: Vincent P. Pham
	Title: Director-Operations

Name of Lender:		Centurion CDO VII, Ltd. By: American Express Asset Management Group, Inc. as Collateral Manager
By:	/s/ Vincent P. Pham
	Name: Vincent P. Pham
	Title: Director-Operations

CHAMPLAIN CLO, LTD.
By:	INVESCO Senior Secured Management, Inc. As Collateral Manager
	By:	/s/ Gregory Stoeckle
		Name: Gregory Stoeckle
		Title: Authorized Signatory

CHARTER VIEW PORTFOLIO
By:	INVESCO Senior Secured Management, Inc. As Investment Advisor
	By:	/s/ Gregory Stoeckle
		Name: Gregory Stoeckle
		Title: Authorized Signatory

Name of Lender:
CIT LENDING SERVICES CORPORATION
By:	/s/ John P. Sirico, II
	Name:	John P. Sirico, II
	Title:	Vice President

Name of Lender: CITICORP INSURANCE AND INVESTMENT TRUST
By:	Travelers Asset Management International Company LLC
By:		/s/ William M. Gardner
		Name:	WILLIAM M. GARDNER
		Title:	Investment Officer

Name of Lender: Citigroup Investments Corporate Loan Fund Inc.
By: Travelers Asset Management International Company LLC
By:	/s/ Ronald Carter
	Name:	Ronald Carter
	Title:	VP

Clarenville CDO, SA
By:	Pacific Investment Management Company LLC, as its Investment Advisor
	By:	/s/ Mohan V. Phansalkar
		Mohan V. Phansalkar
		Managing Director

	Name of Lender: Clydesdale CLO 2001-1, LTD
		By:	/s/ Elizabeth MacLean
NOMURA CORPORATE RESEARCH		Name: Elizabeth MacLean
AND ASSET MANAGEMENT INC.		Title: Director
AS
COLLATERAL MANAGER

	Name of Lender: Clydesdale CLO 2003 LTD
		By:	/s/ Elizabeth MacLean
NOMURA CORPORATE RESEARCH		Name: Elizabeth MacLean
AND ASSET MANAGEMENT INC.		Title: Director
AS
COLLATERAL MANAGER

Name of Lender: Columbus Loan Funding Ltd. By: Travelers Asset Management International Company LLC
By:	/s/ Ronald Carter
	Name:	Ronald Carter
	Title:	VP

Name of Lender:			CONTINENTAL ASSURANCE COMPANY on behalf of its Separate Account (E)
By:	/s/ Marilou R. McGirr
	Name:	Marilou R. McGirr
	Title:	Vice President and Assistant Treasurer
				Approved by Law Dept.
				By:	MPC
				Date:		11-30-04

Name of Lender:			CONTINENTAL ASSURANCE COMPANY
By:	/s/ Marilou R. McGirr
	Name:	Marilou R. McGirr
	Title:	Vice President and Assistant Treasurer
				Approved by Law Dept.
				By:	MPC
				Date:		11-30-04

Name of Lender:			CSAM Funding I
By:	/s/ Thomas Flannery
	Name:	THOMAS FLANNERY
	Title:	AUTHORIZED SIGNATORY

Name of Lender:			CSAM Funding II
By:	/s/ Thomas Flannery
	Name:	THOMAS FLANNERY
	Title:	AUTHORIZED SIGNATORY

Name of Lender:			CSAM Funding III
By:	/s/ Thomas Flannery
	Name:	THOMAS FLANNERY
	Title:	AUTHORIZED SIGNATORY

Name of Lender:			CSAM Funding IV
By:	/s/ Thomas Flannery
	Name:	THOMAS FLANNERY
	Title:	AUTHORIZED SIGNATORY

	Name of Lender: INVESTORS BANK & TRUST COMPANY AS SUB-CUSTODIAN AGENT OF CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED
	By:	/s/ Jeffrey Megar
		Name:	Jeffrey Megar, CFA
		Title:	Managing Director
	By:	/s/ Martha Hadeler
		Name:	Martha Hadeler
		Title:	Managing Director
Acknowledged by:
Guarantors:
[ADD GUARANTORS]
	By:
		Name:
		Title:

	Name of Lender:			Deutsche Bank, New York Branch
	By:	/s/ Susan LeFevre
		Name:	Susan LeFevre
		Title:	Director
	By:	/s/ Gregory Shefrin
		Name:	Gregory Shefrin
		Title:	Director
Acknowledged by:
Guarantors:
[ADD GUARANTORS]
	By:
		Name:
		Title:

DIAMOND SPRINGS TRADING LLC
By:	/s/ Meredith J. Koslick
	Name:	Meredith J. Koslick
	Title:	Assistant Vice President

DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management, Inc.
as Investment Adviser
By:	/s/ Gregory Stoeckle
	Name:	Gregory Stoeckle
	Title:	Authorized Signatory

	Name of Lender: [ILLEGIBLE] Leveraged Loan CDO 2002-II
By:	Prudential Investment Management, Inc.
	as Collateral Manager
	Name:	/s/ [ILLEGIBLE]
	Title: Vice President

	Name of Lender:    Dryden IV - Leveraged Loan CDO 2003
By:	Prudential Investment Management, Inc.,
	as Collateral Manager
	Name:	/s/ Steph Johnson
	Title: VICE PRESIDENT

	Name of Lender:    Dryden III - Leveraged Loan CDO 2002
By:	Prudential Investment Management, Inc.,
	as Collateral Manager
	Name:	/s/ Steph Johnson
	Title: VICE PRESIDENT

	Name of Lender:    Dryden V - Leveraged Loan CDO 2003
By:	Prudential Investment Management, Inc.,
	as Collateral Manager
	Name:	/s/ Steph Johnson
	Title: Vice President

Name of Lender:			East West Bank
By:	/s/ Nancy A. Moore
	Name:	Nancy A. Moore
	Title:	Senior Vice President

Name of Lender:			ECL FUNDING LLC
By:	/s/ Jason Trala
	Name:	JASON TRALA
	Title:	Attorney-in-Fact

Name of Lender:			RLF Funding Trust III
By: New York Life Investment Management,
LLC, its Investment Manager
By:	/s/ Mark A. Campellone
	Name:	Mark A. Campellone
	Title:	Director

Name of Lender:
Emerald Orchard Limited
By:	/s/ Masood Fikree
	Name:	Masood Fikree
	Title:	Attorney-In-Fact

ENDURANCE CLO I, LTD.
c/o:	ING Capital Advisors LLC,
	as Collateral Manager
BY:	/s/ Steven Gorski
Name:		STEVEN GORSKI
Title:		DIRECTOR

Name of Lender:			Fidelity Advisor Series II:
Fidelity Advisor Floating Rate High Income
Fund
By:	/s/ Mark Osterheld
	Name:	Mark Osterheld
	Title:	Assistant Treasurer

			Name of Lender:
FIRST 2004-I CLO, LTD. By: TCW Advisors, Inc., its Collateral Manager
By:	/s/ G. Steven Kalin
Name:		G. STEVEN KALIN
Title		SENIOR VICE PRESIDENT
By:	/s/ Jonathan R. Insull
Name:		JONATHAN R. INSULL
Title		MANAGING DIRECTOR

			Name of Lender:
FIRST 2004-II CLO, LTD. By: TCW Advisors, Inc., its Collateral Manager
By:	/s/ G. Steven Kalin
Name:		G. STEVEN KALIN
Title		SENIOR VICE PRESIDENT
By:	/s/ Jonathan R. Insull
Name:		JONATHAN R. INSULL
Title		MANAGING DIRECTOR

Name of Lender:			First Dominion Funding II
By:	/s/ Thomas Flannery
	Name:	THOMAS FLANNERY
	Title:	AUTHORIZED SIGNATORY

Name of Lender:			First Dominion Funding III
By:	/s/ Thomas Flannery
	Name:	THOMAS FLANNERY
	Title:	AUTHORIZED SIGNATORY

Name of Lender:
	FIRST TRUST/FOUR CORNERS
	SENIOR FLOATING RATE INCOME
	FUND
	By: Four Corners Capital Management LLC, as Collateral Manager
	By:	/s/ Steven Columbaro
		Name:	STEVEN COLUMBARO
		Title:	Vice President

Name of Lender:
	FIRST TRUST/FOUR CORNERS
	SENIOR FLOATING RATE INCOME
	FUND II
	By: Four Corners Capital Management LLC, as Collateral Manager
	By:	/s/ Steven Columbaro
		Name:	STEVEN COLUMBARO
		Title:	Vice President

	Name of Lender:
	Flagship CLO 2001-1
	By: Flagship Capital Management, Inc.
By:		/s/ Eric S. Meyer
		Name:	Eric S. Meyer
		Title:	Director

	Name of Lender:
	Flagship CLO II
	By: Flagship Capital Management, Inc.
By:		/s/ Eric S. Meyer
		Name:	Eric S. Meyer
		Title:	Director

	Name of Lender:
	Flagship CLO III
	By: Flagship Capital Management, Inc.
By:		/s/ Eric S. Meyer
		Name:	Eric S. Meyer
		Title:	Director

FOREST CREEK CLO, Ltd.
By:  Deerfield Capital Management LLC as its
Collateral Manager
By:	/s/ Scott Morrison
Name:  Scott Morrison
Title:  Vice President

Name of Lender: FORTE CDO (CAYMAN) LTD.
BY STRONG CAPITAL MANAGEMENT, INC.
By:	/s/ Gilbert L. Southwell, III
	Name:	Gilbert L. Southwell, III
	Title:	Assistant Secretary

Name of Lender: FORTE II CDO (CAYMAN) LTD.
BY STRONG CAPITAL MANAGEMENT, INC.
By:	/s/ Gilbert L. Southwell, III
	Name:	Gilbert L. Southwell, III
	Title:	Assistant Secretary

FOXE BASIN CLO 2003, LTD.
By Royal Bank of Canada as Collateral Manager
By:	/s/ Melissa Marano
Name: Melissa Marano
Title: Authorized Signatory

Name of Lender:  Franklin CLO I, Limited
By:	/s/ [ILLEGIBLE]
	Name:
	Title:

Name of Lender:  Franklin CLO II, Limited
By:	/s/ [ILLEGIBLE]
	Name:
	Title:

Name of Lender:  Franklin CLO III, Limited
By:	/s/ [ILLEGIBLE]
	Name:
	Title:

Name of Lender:  Franklin CLO IV, Limited
By:	/s/ [ILLEGIBLE]
	Name:
	Title:

Name of Lender:		FRANKLIN FLOATING RATE DAILY ACCESS FUND
By:	/s/ [ILLEGIBLE]
	Name:
	Title:

Name of Lender:		Franklin Floating Rate Master Series
By:	/s/ Maderil
	Name:
	Title:

Name of Lender: Franklin Floating Rate Trust
By:	/s/ Maderil
	Name:
	Title:

Name of Lender:		FRANKLIN TEMPLETON LIM. DURATION INCOME TRUST
By:	/s/ Maderil
	Name:
	Title:

Name of Lender:			Foothill Income Trust, L.P.
			by FIT GP, LLC, Its Core Partner
By:	/s/ M.E. Stearns
	Name:	M.E. Stearns
	Title:	Managing Member

Name of Lender:			Foothill Income Trust II, L.
			by FIT II GP, LLC, Its Core Partner
By:	/s/ M.E. Stearns
	Name:	M.E. Stearns
	Title:	Managing Member

Name of Lender: Galaxy III CLO, Ltd By: AIG Global Investment Corp., Its Investment Adviser
By:	/s/ John G. Lapham, III
	Name:	John G. Lapham, III
	Title:	Managing Director

Name of Lender: Galaxy CLO 2003-I, Ltd By: AIG Global Investment Corp., Its Investment Adviser
By:	/s/ John G. Lapham, III
	Name:	John G. Lapham, III
	Title:	Managing Director

Gallatin Funding I Ltd. By: Bear Stearns Asset Management Inc. as its Collateral Manager
By:	/s/ Jonathan Berg
	Name:	Jonathan Berg
	Title:	Vice President

STATE STREET BANK AND TRUST COMPANY AS TRUSTEE FOR GENERAL MOTORS WELFARE BENEFIT TRUST
By:	/s/ Andrew Blad
	Name:	Andrew Blad
	Title:	Vice President

STATE STREET BANK AND TRUST COMPANY AS TRUSTEE FOR GMAM GROUP PENSION TRUST I
By:	/s/ Andrew Blad
	Name:	Andrew Blad
	Title:	Vice President

GLENEAGLES TRADING LLC
By:	/s/ Meredith J. Koslick
	Name:	Meredith J. Koslick
	Title:	Assistant Vice President

Grayston CLO 2001-01 Ltd.
By: Bear Stearns Asset Management Inc.
as its Collateral Manager
By:	/s/ Jonathan Berg
	Name:	Jonathan Berg
	Title:	Vice President

Grayston CLO II 2004-1 Ltd.
By: Bear Stearns Asset Management Inc.
as its Collateral Manager
By:	/s/ Jonathan Berg
	Name:	Jonathan Berg
	Title:	Vice President

Name of Lender: GREEN LANE CLO LTD.
By:	/s/ Kaitlin Trinh
	Name:	KAITLIN TRINH
	Title:	VICE PRESIDENT

Name of Lender:			GULF STREAM-COMPASS CLO 2002-1 LTD By: Gulf Stream Asset Management LLC As Collateral Manager
By:	/s/ Barry Love
	Name:	Barry Love
	Title:	Chief Credit Officer

Name of Lender:			GULF STREAM-COMPASS CLO 2004-1 LTD By: Gulf Stream Asset Management LLC As Collateral Manager
By:	/s/ Barry Love
	Name:	Barry Love
	Title:	Chief Credit Officer

Name of Lender:			Hamilton CDO, Ltd. By: Stanfield Capital Partners LLC As its Collateral Manager
By:	/s/ Christopher E. Jansen
	Name:	Christopher E. Jansen
	Title:	Managing Partner

Name of Lender:			Hamilton Floating Rate, LLC
By:	/s/ Dean Stephan
	Name:	DEAN STEPHAN
	Title:	MANAGING DIRECTOR

Name of Lender:			Hanover Square CLO Ltd. By: Blackstone Debt Advisors L.P. As Collateral Manager
By:	/s/ Dean Criares
	Name:	Dean Criares
	Title:	Managing Director

HARBOUR TOWN FUNDING LLC
By:	/s/ Meredith J. Koslick
	Name:	Meredith J. Koslick
	Title:	Assistant Vice President

Name of Lender: HIGHLAND LEGACY LIMITED By:   Highland Capital Management, L.P. as Collateral Manager
By:	/s/ Todd Travers
	Name:	Todd Travers
	Title:	Senior Portfolio Manager
		Highland Capital Management, L.P.
Name of Lender: HIGHLAND FLOATING RATE LIMITED LIABILITY COMPANY By:   Highland Capital Management, L.P. its investment advisor
By:	/s/ Todd Travers
	Name:	Todd Travers
	Title:	Senior Portfolio Manager
		Highland Capital Management, L.P.
Name of Lender: HIGHLAND FLOATING RATE ADVANTAGE FUND LIMITED LIABILITY COMPANY By:   Highland Capital Management, L.P. its investment advisor
By:	/s/ Todd Travers
	Name:	Todd Travers
	Title:	Senior Portfolio Manager
		Highland Capital Management, L.P.

Name of Lender: LOAN FUNDING VII LTD By:   Highland Capital Management, L.P. as Collateral Manager
By:	/s/ Todd Travers
	Name:	Todd Travers
	Title:	Senior Portfolio Manager
		Highland Capital Management, L.P.
Name of Lender: HIGHLAND LOAN FUNDING V LTD. By:   Highland Capital Management, L.P. as Collateral Manager
By:	/s/ Todd Travers
	Name:	Todd Travers
	Title:	Senior Portfolio Manager
		Highland Capital Management, L.P.
Name of Lender: RESTORATION FUNDING CLO, LTD By:   Highland Capital Management, L.P. as Collateral Manager
By:	/s/ Todd Travers
	Name:	Todd Travers
	Title:	Senior Portfolio Manager
		Highland Capital Management, L.P.

HUDSON STRAITS CLO 2004, LTD. By Royal Bank of Canada as Collateral Manager
By:	/s/ Melissa Marano
Name:	Melissa Marano
Title:	Authorized Signatory

Name of Lender:			IDS Life Insurance Company By: American Express Asset Management Group, Inc. as Collateral Manager
By:	/s/ Yvonne Stevens
	Name:	Yvonne Stevens
	Title:	Senior Managing Director

INDOSUEZ CAPITAL FUNDING VI, LIMITED BY Lyon Capital Management as Collateral Manager
By:	/s/ Alex Kenna
Name:	Alex Kenna
Title:	Portfolio Manager

Name of Lender:
	ING PRIME RATE TRUST By: ING Investment Management, Co.
		as its investment manager
	By:		/s/ Mohamed Basma
	Name:				Mohamed Basma
	Title:				Vice President
	ING SENIOR INCOME FUND By: ING Investment Management, Co.
		as its investment manager
	By:		/s/ Mohamed Basma
	Name:				Mohamed Basma
	Title:				Vice President
				SEQUILS-PILGRIM I, LTD
				By: ING Investments, LLC
						as its investment manager
				By:			/s/ Mohamed Basma
				Name:				Mohamed Basma
				Title:				Vice President

ING-ORYX CLO, LTD
BY:  ING Capital Advisors LLC,
	as Collateral Manager
BY:		/s/ Steven Gorski
Name:			STEVEN GORSKI
Title:			DIRECTOR

INVESCO EUROPEAN CDO I S.A.
By:  INVESCO Senior Secured Management, Inc.
		As Collateral Manager
	By:		/s/ Gregory Stoeckle
	Name:			Gregory Stoeckle
	Title:			Authorized Signatory

					Name of Lender:
Jefferson-Pilot Life Insurance Company
	By:	TCW Advisors, Inc., as its Investment Advisor
	By:		/s/ G. Steven Kalin
			Name:	G. STEVEN KALIN
			Title:	SENIOR VICE PRESIDENT
			/s/ Jonathan R. Insull
	By:		Name:	/s/ Jonathan R. Insull
			Title:	JONATHAN R. INSULL
				MANAGING DIRECTOR

Jissekikun Funding, Ltd.
By:	Pacific Investment Management Company, LLC,
	as its Investment Advisor
	By:	/s/ Mohan V. Phansalkar
		Mohna V. Phansalkar
		Managing Director

JUPITER LOAN FUNDING LLC
By:	/s/ Meredith J. Koslick
	Name:	Meredith J. Koslick
	Title:	Assistant Vice President

Name of Lender:  KATONAH I, LTD.
By:	/s/  Ralph Della Rocca
	Name:	RALPH DELLA ROCCA
	Title:	Authorized Officer Katonah Capital, LLC, As Manager

Name of Lender:  KATONAH II, LTD.
By:	/s/  Ralph Della Rocca
	Name:	RALPH DELLA ROCCA
	Title:	Authorized Officer Katonah Capital, LLC, As Manager

Name of Lender:  KATONAH III, LTD.
By:	/s/  Ralph Della Rocca
	Name:	RALPH DELLA ROCCA
	Title:	Authorized Officer Katonah Capital, LLC, As Manager

Name of Lender:  KATONAH IV, LTD.
By:	/s/  Ralph Della Rocca
	Name:	RALPH DELLA ROCCA
	Title:	Authorized Officer Katonah Capital, LLC, As Manager

Name of Lender:  KATONAH V, LTD.
By:	/s/  Ralph Della Rocca
	Name:	RALPH DELLA ROCCA
	Title:	Authorized Officer Katonah Capital, LLC, As Manager

Name of Lender:  KATONAH VI, LTD.
By:	/s/  Ralph Della Rocca
	Name:	RALPH DELLA ROCCA
	Title:	Authorized Officer Katonah Capital, LLC, As Manager

KZH CRESCENT-3 LLC
By:	/s/  Joyce Fraser-Bryant
	Name:	JOYCE FRASER-BRYANT
	Title:	AUTHORIZED AGENT

KZH CYPRESSTREE-1 LLC
By:	/s/  Joyce Fraser-Bryant
	Name:	JOYCE FRASER-BRYANT
	Title:	AUTHORIZED AGENT

KZH PONDVIEW LLC
By:	/s/  Joyce Fraser-Bryant
	Name:	JOYCE FRASER-BRYANT
	Title:	AUTHORIZED AGENT

KZH SOLEIL LLC
By:	/s/  Joyce Fraser-Bryant
	Name:	JOYCE FRASER-BRYANT
	Title:	AUTHORIZED AGENT

KZH SOLEIL-2 LLC
By:	/s/  Joyce Fraser-Bryant
	Name:	JOYCE FRASER-BRYANT
	Title:	AUTHORIZED AGENT

KZH STERLING LLC
By:	/s/  Joyce Fraser-Bryant
	Name:	JOYCE FRASER-BRYANT
	Title:	AUTHORIZED AGENT

LAGUNA FUNDING LLC
By:	/s/  Meredith J. Koslick
	Name:	Meredith J. Koslick
	Title:	Assistant Vice President

Name of Lender:  Landmark IV CDO Limited
By: Aladdin Capital Management, LLC,
as Manager
By:	/s/  John J. D’Angelo
	Name:	John J. D’Angelo
	Title:	Authorized Signatory

Name of Lender:
LEHMAN COMMERCIAL PAPER INC.
By:	/s/  Tasha Spann
	Name:	Tasha Spann
	Title:	Authorized Signatory

Name of Investor:  Light Point CLO 2004-1, Ltd.
By:	/s/  Timothy S. Van Kirk
	Name:	Timothy S. Van Kirk
	Title:	Managing Director

Lender:  Lincoln National Life Insurance Co.
$1,990,000 PAR of Warner Music Group
By:	/s/  Thomas Chow
	Thomas Chow, Vice President

Name of Lender:
LOAN FUNDING I LLC,
a wholly owned subsidiary of Citibank, N.A.
By: TCW Advisors, Inc.,
as portfolio manager of Loan Funding I LLC
By:	/s/ G. Steven Kalin
Name:	G. STEVEN KALIN
Title:	SENIOR VICE PRESIDENT
By:	/s/ Jonathan R. Insull
Name:	JONATHAN R. INSULL
Title:	MANAGING DIRECTOR

Loan Funding III LLC
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Mohan V. Phansalkar
		Mohan V. Phansalkar
		Managing Director

Name of Lender:  Loan Funding V, LLC
By:	Prudential Investment Management, Inc., as Portfolio Manager
	Name:	[ILLEGIBLE]
	Title:	Vice President

			Loan Funding VI LLC
			By: Blackstone Debt Advisors L.P.
Name of Lender:			As Attorney-in-Fact
By:	/s/  Dean Criares
	Name:	Dean Criares
	Title:	Managing Director

LOAN FUNDING IX LLC
By:	INVESCO Senior Secured Management, Inc.
	As Portfolio Manager
	By:	/s/  Gregory Stoeckle
		Name:	Gregory Stoeckle
		Title:	Authorized Signatory

	Name of Lender:  Loan Funding Corp. THC, Ltd.
	By:	/s/  Janet Haack
		Name:	JANET HAACK
		Title:	As Attorney-in-fact
	By:
		Name:
		Title:
Acknowledged by:
Guarantors:
[ADD GUARANTORS]	By:
		Name:
		Title:

LONG GROVE CLO, LIMITED
By: Deerfield Capital Management LLC as its   Collateral Manager
By:	/s/  Scott Morrison
Name:		Scott Morrison
Title:		Vice President

Name of Lender:
	Longhorn CDO II, LTD.
	By:	Merrill Lynch Investment Managers, L.P.
		as Investment Advisor
	By:	/s/  Greg Spencer
		Greg Spencer
		Authorized Signatory

LONG LANE MASTER TRUST IV
By:	/s/  Diana M. Himes
	Name:	Diana M. Himes
	Title:	Authorized Agent

THE LOOMIS SAYLES SENIOR LOAN FUND, LLC
By	Loomis Sayles and Company, L.P.
			its manager
By	Loomis Sayles and Company, Inc.
			its general partner
		/s/  Kevin J. Perry
By:		Kevin J. Perry
Title:		Vice President

Name of Lender: Mainstay Floating Rate Fund, a series of Eclipse Funds, Inc.
By: New York Life Investment Management, LLC
	By:	/s/ Mark A Campellone
		Name: Mark A. Campellone
		Title:   Director

Name of Lender:
Madison Avenue CDO III, Limited
By:	/s/ David W. Farrell
	Name:	David W. Farrell
	Title:	Director

Mariner CDO 2002, Ltd
By:		Antares Asset Management Inc.,
		As Collateral Manager
By:			/s/  [ILLEGIBLE]
			Name:
			Title:
Navigator CDO 2003, Ltd.
By:	Antares Asset Management Inc.,
	As Collateral Manager
By:			/s/  [ILLEGIBLE]
			Name:
			Title:

Name of Lender: Merrill Lynch Capital Corp.
By:	/s/ Chantal Simon
	Name: Chantal Simon
	Title: Authorized Signatory

Name of Lender:
MetLife Bank National Association
By:	/s/  James R. Dinsler
	Name: James R. Dinsler
	Title:   Director

Signature Page to Amendment No. 1

Name of Lender:
Metropolitan Life Insurance Company
By:	/s/  James R. Dinsler
	Name: James R. Dinsler
	Title: Director

		Monument Park CDO Ltd.
		By: Blackstone Debt Advisors L.P.
Name of Lender:		As Collateral Manager
By:	/s/ Dean Criares
	Name: Dean Criares
	Title:   Managing Director

Signature Page to Amendment No. 2

Name of Lender: Morgan Stanley Prime [illegible] Trust
By:	/s/ Kevin Egan
	Name:	Kevin Egan
	Title:	VP

Name of Lender: Mountain Capital CLO I Ltd.
By:	/s/ Chris Siddons
	Name:	Chris Siddons
	Title:	Director

Name of Lender: Mountain Capital CLO II Ltd.
By:	/s/ Chris Siddons
	Name:	Chris Siddons
	Title:	Director

Name of Lender: Mountain Capital CLO III Ltd.
By:	/s/ Chris Siddons
	Name:	Chris Siddons
	Title:	Director

MUIRFIELD TRADING LLC
By:	/s/ Meredith J. Koslick
	Name:	Meredith J. Koslick
	Title:	Assistant Vice President

	Name of Lender: NATEXIS BANQUES POPULAIRES
	By:	/s/ Evan S. Kraus
		Name:	EVAN S. KRAUS
		Title:	VICE PRESIDENT
	By:	/s/ Michael T. Pellerito
		Name:	MICHAEL T. PELLERITO
		Title:	VICE PRESIDENT
Acknowledged by:
Guarantors:
[ADD GUARANTORS]
	By:
		Name:
		Title:

	Name of Lender: Nationwide Life Insurance Company
	By:	/s/ Thomas S. Leggett
		Name:	THOMAS S. LEGGETT
		Title:	ASSOCIATE VICE PRESIDENT PUBLIC BONDS
	By:
		Name:
		Title:
Acknowledged by:
Guarantors:
[ADD GUARANTORS]
	By:
		Name:
		Title:

	Name of Lender:			Nationwide Mutual Fire Insurance Company
	By:	/s/Thomas S. Leggett
		Name:	THOMAS S. LEGGETT
		Title:	ASSOCIATE VICE PRESIDENT PUBLIC BONDS
	By:
		Name:
		Title:
Acknowledged by:
Guarantors:
[ADD GUARANTORS]
	By:
		Name:
		Title:

	Name of Lender:			Nationwide Mutual Insurance Company
	By:	/s/Thomas S. Leggett
		Name:	THOMAS S. LEGGETT
		Title:	ASSOCIATE VICE PRESIDENT PUBLIC BONDS
	By:
		Name:
		Title:
Acknowledged by:
Guarantors:
[ADD GUARANTORS]
	By:
		Name:
		Title:

Nemean CLO, LTD.
By:	ING Capital Advisors LLC,
	as Investment Manager
By:		/s/ Steven Gorski
		Name: Steven Gorski
		Title: Director

Name of Lender: New Alliance Global CDO Ltd
By:	/s/ Robert Bayer
	Name: Robert Bayer
	Title: Vice President

Name of Lender: New York Life Insurance Company
By:	/s/ Mark A. Campellone
	Name: Mark A. Campellone
	Title: Director

Name of Lender: New York Life Insurance and Annuity Corporation
	By:	/s/ Mark A. Campellone
		Name: Mark A. Campellone
		Title: Director

		Name of Lender: Nomura Bond & Loan Fund
By:	UFJ Trust Bank Limited as Trustee
By:	Nomura Corporate Research and	By:	/s/ Elizabeth MacLean
	Asset Management Inc.		Name:	Elizabeth MacLean
	Attorney in Fact		Title:	Director

Name of Lender: NYLIM Flatiron CLO 2003-1 Ltd
By: New York Life Investment Management, LLC as
Collateral Manager and Attorney-in-Fact
	By:	/s/ Mark A. Campellone
		Name:	Mark A. Campellone
		Title:	Director

Name of Lender: NYLIM Flatiron CLO 2004-1 Ltd.
By: New York Life Investment Management LLC, as
Collateral Manager and Attorney-in-Fact
	By:	/s/ Mark A. Campellone
		Name:	Mark A. Campellone
		Title:	Director

Name of Lender:
By:
		Name:
		Title:
	OAK HILL CREDIT PARTNERS I, LIMITED
	By:		Oak Hill CLO Management I, LLC
			as Investment Manager
	By:		/s/ Scott D. Krase
			Name:	SCOTT D. KRASE
			Title:	Authorized Signatory
	OAK HILL CREDIT PARTNERS II, LIMITED
	By:		Oak Hill CLO Management II, LLC
			as Investment Manager
	By:		/s/ Scott D. Krase
			Name:	SCOTT D. KRASE
			Title:	Authorized Signatory
	OAK HILL CREDIT PARTNERS III, LIMITED
	By:		Oak Hill CLO Management III, LLC
			as Investment Manager
	By:		/s/ Scott D. Krase
			Name:	SCOTT D. KRASE
			Title:	Authorized Signatory

Name of Lender:
Octagon Investment Partners II, LLC
By:		Octagon Credit Investors, LLC
	as sub-investment manager
By:		/s/ Andrew D. Gordon
		Name:	Andrew D. Gordon
		Title:	Portfolio Manager

Name of Lender:
Octagon Investment Partners III, Ltd.
By:		Octagon Credit Investors, LLC
	as Portfolio Manager
By:		/s/ Andrew D. Gordon
		Name: Andrew D. Gordon
		Title: Portfolio Manager

Name of Lender:
Octagon Investment Partners IV, Ltd.
By:		Octagon Credit Investors, LLC
	as collateral manager
By:			/s/ Andrew D. Gordon
			Name:	Andrew D. Gordon
			Title:	Portfolio Manager

Name of Lender:
Octagon Investment Partners V, Ltd.
By:		Octagon Credit Investors, LLC
	as Portfolio Manager
By:			/s/ Andrew D. Gordon
			Name:	Andrew D. Gordon
			Title:	Portfolio Manager

Name of Lender:
Octagon Investment Partners VI, Ltd.
By:		Octagon Credit Investors, LLC
	as collateral manager
By:			/s/ Andrew D. Gordon
			Name:	Andrew D. Gordon
			Title:	Portfolio Manager

Name of Lender:
Octagon Investment Partners VII, Ltd.
By:		Octagon Credit Investors, LLC
	as collateral manager
By:			/s/ Andrew D. Gordon
			Name:	Andrew D. Gordon
			Title:	Portfolio Manager

Name of Lender:Olympic CLO I Ltd
By:	/s/ John M. Casparian
	Name:	John M. Casparian
	Title:	Chief Operating Officer, Centre Pacific LLP (Manager)

Name of Lender: Pacifica DCO III, Ltd.
By:	/s/ Phillip Otero
	Name:	Phillip Otero
	Title:	SVP

PETRUSSE EUROPEAN CLO S.A.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By:	/s/ Gregory Stoeckle
	Name:	Gregory Stoeckle
	Title:	Authorized Signatory

PIMCO Floating Rate Income Fund
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor, acting through Investors
	Fiduciary Trust Company in the Nominee Name of IFTCO
		By:	/s/ Mohan V. Phansalkar
				Mohan V. Phansalker
				Managing Director

PIMCO Floating Rate Strategy Fund
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor, acting through Investors
	Fiduciary Trust Company in the Nominee Name of IFTCO
		By:	/s/ Mohan V. Phansalkar
				Mohan V. Phansalkar
				Managing Director

PINEHURST TRADING, INC.
By:	/s/ Meredith J. Koslick
	Name:	Meredith J. Koslick
	Title:	Assistant Vice President

PPM MONARCH BAY FUNDING LLC
By:	/s/ Meredith J. Koslick
	Name:	Meredith J. Koslick
	Title:	Assistant Vice President

PPM SHADOW CREEK FUNDING LLC
By:	/s/ Meredith J. Koslick
	Name:	Meredith J. Koslick
	Title:	Assistant Vice President

PPM SPYGLASS FUNDING TRUST
By:	/s/ Diana M. Himes
	Name:	Diana M. Himes
	Title:	Authorized Agent

Name of Lender:
Sankaty Advisors, LLC as Collateral Manager
for Prospect Funding I, LLC, as Term Lender
By:	/s/ Timothy Barns
	Name:	Timothy Barns
	Title:	Senior Vice President

PUTNAM FLOATING RATE INCOME FUND

/s/ Beth Mazor

By: Beth Mazor

Title: V.P.

PUTNAM HIGH YIELD ADVANTAGE FUND

/s/ Beth Mazor

By: Beth Mazor

Title: V.P.

PUTNAM DIVERSIFIED INCOME TRUST

/s/ Beth Mazor

By: Beth Mazor

Title: V.P.

PUTNAM HIGH YIELD TRUST

/s/ Beth Mazor

By: Beth Mazor

Title: V.P.

PUTNAM MASTER INCOME TRUST

/s/ Beth Mazor

By: Beth Mazor

Title: V.P.

PUTNAM MASTER INTERMEDIATE INCOME TRUST

/s/ Beth Mazor

By: Beth Mazor

Title: V.P.

PUTNAM PREMIER INCOME TRUST

/s/ Beth Mazor

By: Beth Mazor

Title: V.P.

PUTNAM VARIABLE TRUST – PVT

DIVERSIFIED INCOME FUND

/s/ Beth Mazor

By: Beth Mazor

Title: V.P.

PUTNAM VARIABLE TRUST – PVT

HIGH YIELD FUND

/s/ Beth Mazor

By: Beth Mazor

Title: V.P.

Name of Lender:
Sankaty Advisors, LLC as Collateral Manager
for Race Point CLO, Limited, as Term Lender
By:	/s/ Timothy Barns
	Name:	Timothy Barns
	Title:	Senior Vice President

Name of Lender:
Sankaty Advisors, LLC as Collateral Manager
for Race Point II CLO, Limited, as Term Lender
By:	/s/ Timothy Barns
	Name:	Timothy Barns
	Title:	Senior Vice President

RIVIERA FUNDING LLC
By:	/s/ Meredith J. Koslick
	Name:	Meredith J. Koslick
	Title:	Assistant Vice President

ROSEMONT CLO, LTD.
By: Deerfield Capital Management LLC as its
Collateral Manager
By:	/s/ Scott Morrison
Name: Scott Morrison
Title: Vice President

SAGAMORE CLO LTD.
By:	INVESCO Senior Secured Management, Inc.
	As Collateral Manager
By:		/s/ Gregory Stoeckle
		Name:	Gregory Stoeckle
		Title:	Authorized Signatory

Name of Lender:
Sankaty High Yield Partners II, L.P.
	By:	/s/ Timothy Barns
		Name:	Timothy Barns
		Title:	Senior Vice President

Name of Lender:
Sankaty High Yield Partners III, L.P.
	By:	/s/ Timothy Barns
		Name:	Timothy Barns
		Title:	Senior Vice President

SARATOGA CLO I, LIMITED
By:		INVESCO Senior Secured Management, Inc.
	As Asset Manager
			By:	/s/ Gregory Stoeckle
				Name:	Gregory Stoeckle
				Title:	Authorized Signatory

SAWGRASS TRADING LLC
By:	/s/ Meredith J. Koslick
	Name:	Meredith J. Koslick
	Title:	Assistant Vice President

Name of Lender:
	SECURITY INCOME FUND-INCOME
	OPPORTUNITY SERIES
	By: Four Corners Capital Management
	LLC, as Collateral Manager
	By:	/s/ Steven Columbaro
		Name:	STEVEN COLUMBARO
		Title:		Vice President

SEMINOLE FUNDING LLC
By:	/s/ Meredith J. Koslick
	Name:	Meredith J. Koslick
	Title:	Assistant Vice President

Name of Lender: Seneca CBO III, Limited
	by Seneca Capital Management as
	Portfolio Manager
By:		/s/ Warren Goodrich
		Name:	Warren Goodrich
		Title:	Analyst

Name of Lender: Seneca CBO IV, Limited
	by Seneca Capital Management as
	Portfolio Manager
By:	/s/ Warren Goodrich
	Name:	Warren Goodrich
	Title:	Analyst

Name of Lender: Sequils-Centurion V, Ltd.
By:	American Express Asset Management
Group, Inc. as Collateral Manager
By:	/s/ Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director-Operations

SEQUILS-Glace Bay, Ltd.
By Royal Bank of Canada as Collateral Manager
By:	/s/ Melissa Marano
Name: Melissa Marano
Title: Authorized Signatory

SEQUILS-ING I (HBDGM), LTD.
By:	ING Capital Advisors LLC,
	as Collateral Manager
By:	/s/ Steven Gorski
Name:		STEVEN GORSKI
Title:		DIRECTOR

SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management, Inc.
	As Collateral Manager
By:		/s/ Gregory Stoeckle
		Name:	Gregory Stoeckle
		Title:	Authorized Signatory

Name of Lender: SIERRA CLO I LTD
By:	/s/ John M. Casparian
	Name:	John M. Casparian
	Title:	Chief Operating Officer, Centre Pacific LLP (Manager)

SIMSBURY CLO, LIMITED
SOMERS CDO, LIMITED
By: Babson Capital Management LLC under
delegated authority from Massachusetts
Mutual Life Insurance Company as Collateral
Manager
By:	/s/ David P. Wells
Name:		David P. Wells, CFA
Title:		Managing Director
BILL & MELINDA GATES FOUNDATION
By: Babson Capital Management LLC as
Investment Adviser
By:	/s/ David P. Wells
Name:		David P. Wells CFA
Title:		Managing Director

Name of Lender: SOCIETE GENERALE
By:	/s/ Elaine Khalil
	Name:	Elaine Khalil
	Title:	Director

Name of Lender: SOL Loan Funding LLC
By:	/s/ Craig Jacobs
	Name:	Craig Jacobs
	Title:	Assistant Vice President

Southport CLO, Limited
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
	By:	/s/ Mohan V. Phansalkar
			Mohan V. Phansalkar
			Managing Director

Name of Lender:  Stanfield Arbitrage CDO, Ltd.
By:	Stanfield Capital Partners LLC
	as its Collateral Manager
By:		/s/ Christopher E. Jansen
		Name:	Christopher E. Jansen
		Title:	Managing Partner

Name of Lender: Stanfield Carrera CLO, Ltd.
By:  Stanfield Capital Partners LLC
as its Asset Manager
By:	/s/ Christopher E. Jansen
	Name:	Christopher E. Jansen
	Title:	Managing Partner

Name of Lender:  Stanfield Quattro CLO, Ltd.
By:	Stanfield Capital Partners LLC
	As its Collateral Manager
By:		/s/ Christopher E. Jansen
		Name:	Christopher E. Jansen
		Title:	Managing Partner

Name of Lender: Stanfield/RMF Transatlantic CDO Ltd.
By: Stanfield Capital Partners LLC
	as its Collateral Manager
By:		/s/ Christopher E. Jansen
		Name:	Christopher E. Jansen
		Title:	Managing Partner

STANWICH LOAN FUNDING LLC
By:	/s/ Meredith J. Koslick
	Name:	Meredith J. Koslick
	Title:	Assistant Vice President

	STRONG CAPITAL MANAGEMENT
	One Hundred Heritage Reserve / Menomonee Falls, Wisconsin 53051

December 2, 2004

Via Facsimile Only

Ms. Lilianna Clar

Bank of America

Fax #: 415-503-5003

Re:     Loan Amendments for WMG (Warner Music Group), et al. (“Amendments”)

Dear Ms. Clar:

Enclosed are copies of original executed signature pages for the Amendments (“Consent”) from various entities advised by Strong Capital Management, Inc. (“Strong”) for delivery to you. If the requisite number of lenders does not consent to the Amendments, you should disregard and destroy Strong’s Consent. Please contact me at 414-359-3776 or email me at gsouthwe@strong.com if you have any questions regarding this matter.

Very truly yours,

/s/ Gilbert L. Southwell III

Gilbert L. Southwell III

Secretary

Encs.

cc Sonja Reed

Name of Lender:			STRONG SHORT-TERM HIGH
			YIELD BOND FUND by STRONG
			CAPITAL MANAGEMENT, INC.
By:	/s/ Gilbert L. Southwell III
	Name:	Gilbert L. Southwell III
	Title:	Assistant Secretary

Name of Lender: The Sumitomo Trust &
Banking Co., Ltd., New York Branch
By:	/s/ Elizabeth A. Quirk
	Name:	Elizabeth A. Quirk
	Title:	Vice President

Name of Lender: SunAmerica Life Insurance
Company
By: AIG Global Investment Corp.,
Its Investment Adviser
By:	/s/ John G. Lapham, III
	Name:	John G. Lapham, III
	Title:	Managing Director

Name of Lender:			SunAmerica Senior Floating Rate
			Fund Inc.
By: Stanfield Capital Partners LLC
As subadviser
By:	/s/ Christopher E. Jansen
	Name:	Christopher E. Jansen
	Title:	Managing Partner

Sun Life Assurance Company of Canada (US)
By: Fairlead Capital Management, Inc. as Sub-Advisor
By:	/s/ Melissa Marano
Name: Melissa Marano
Title: Vice President and Senior Portfolio Manager

Name of Lender:
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc. as its
Collateral Manager
By:	/s/ G. Steven Kalin
Name:		G. STEVEN KALIN
Title:		SENIOR VICE PRESIDENT
By:	/s/ Jonathan R. Insull
Name:		JONATHAN R. INSULL
Title:		MANAGING DIRECTOR

Name of Lender:
Toronto Dominion (New York), Inc.
By:	/s/ Masoed Fikree
Name:		Masoed Fikree
Title:		Authorized Agent

Name of Lender: THE TRAVELERS
	INSURANCE COMPANY
By:		/s/ William M. Gardner
		Name:	WILLIAM M. GARDNER
		Title:	Investment Officer

Name of Lender: TRS CALLISTO LLC
By:	/s/ Alice L. Wagner
	Name:	Alice L. Wagner
	Title:	Vice President

Name of Lender: Trumbull THC, Ltd.
By:	/s/ Theresa Lynch
	Name:	THERESA LYNCH
	Title:	VICE PRESIDENT

Name of Lender: Tuscany CDO, Limited
By:	/s/ David C. Wagner
PPM America, Inc., as Collateral-Manager
By:		/s/ David C. Wagner
		Name: David C. Wagner
		Title:   Managing Director

Name of Lender: Union Square CDO Ltd.
By: Blackstone Debt Advisors L.P.
As Collateral Manager
By:	/s/ Dean Criares
	Name:	Dean Criares
	Title:	Managing Director

VAN KAMPEN
SENIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By:	/s/ Christina Jamieson
	Name:	Christina Jamieson
	Title:	Executive Director

VAN KAMPEN
SENIOR LOAN FUND
By: Van Kampen Investment Advisory Corp.
By:	/s/ Christina Jamieson
	Name:	Christina Jamieson
	Title:	Executive Director

Name of Lender:
VELOCITY CLO, LTD.
By: TCW Advisors, Inc.,
Its Collateral Manager
By:	/s/ G. Steven Kalin
Name: G. STEVEN KALIN
Title: SENIOR VICE PRESIDENT
By:	/s/ Jonathan R. Insull
Name: JONATHAN R. INSULL
Title: MANAGING DIRECTOR

Name of Lender: Venture CDO 2002, Limited
By		Its investment advisor MJX Asset
		Management LLC
	/s/ [ILLEGIBLE]
	Name:
	Title:

Name of Lender: Venture III CDO, Limited
By		Its investment advisor MJX Asset
		Management LLC
	/s/ [ILLEGIBLE]
	Name:
	Title:

Name of Lender: Venture IV CDO, Limited
By		Its investment advisor MJX Asset
		Management LLC
	/s/ [ILLEGIBLE]
	Name:
	Title:

Name of Lender: Wells Fargo Bank, N.A.
By:	/s/ Geoffrey Nolan
	Name:	Geoffrey Nolan
	Title:	V.P.

Waveland - INGOTS, LTD.
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
		By:	/s/ Mohan V. Phansalkar
				Mohan V. Phansalkar
				Managing Director

Name of Lender: White Horse I, Ltd.
By: WhiteHores Capital Partners, LP, As
Collateral Manager
By:	/s/ Ethan Underwood
	Name:	Ethan Underwood, CFA
	Title:	Portfolio Manager

Name of Lender: Windsor Loan Funding, Limited
By:	Stanfield Capital Partners LLC
	as its Investment Manager
By:		/s/ Christopher E. Jansen
		Name:	Christopher E. Jansen
		Title:	Managing Partner

WINGED FOOT FUNDING TRUST
By:	/s/ Diana M. Himes
	Name:	Diana M. Himes
	Title:	Authorized Agent

Wrigley CDO, Ltd.
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor
		By:	/s/ Mohan V. Phansalkar
				Mohan V. Phansalkar
				Managing Director

Name of Lender: XL Re Ltd.
By: Stanfield Capital Partners LLC
as its Collateral Manager
By	/s/ Christopher E. Jansen
	Name:	Christopher E. Jansen
	Title:	Managing Partner

Aknowledged by:

Guarantors:	A. P. SCHMIDT CO.
	ATLANTIC/143 L.L.C.
	ATLANTIC/MR VENTURES INC.
	ATLANTIC/MR II INC.
	ATLANTIC RECORDING CORPORATION
	BERNA MUSIC, INC,
	BIG BEAT RECORDS INC.
	BIG TREE RECORDING CORPORATION
	BUTE SOUND LLC
	CAFE AMERICANA INC.
	CHAPPELL & INTERSONG MUSIC GROUP
	(AUSTRALIA) LIMITED
	CHAPPELL AND INTERSONG MUSIC GROUP
	(GERMANY) INC.
	CHAPPELL MUSIC COMPANY, INC.
	COTA MUSIC, INC.
	COTILLION MUSIC, INC.
	CPP/BELWIN, INC.
	CRK MUSIC INC.
	E/A MUSIC, INC.
	ELEKSYLUM MUSIC, INC.
	ELEKTRA/CHAMELEON VENTURES INC.
	ELEKTRA ENTERTAINMENT GROUP INC.
	ELEKTRA GROUP VENTURES INC.
	FHK, INC.
	FIDDLEBACK MUSIC PUBLISHING COMPANY, INC.
	FOSTER FREES MUSIC, INC.
	FOZ MAN MUSIC LLC
	INSIDE JOB, INC.
	INTERSONG U.S.A., INC.
	JADAR MUSIC CORP.
	LAVA TRADEMARK HOLDING COMPANY LLC
	LEM AMERICA, INC.
	LONDON-SIRE RECORDS INC.
	MCGUFFIN MUSIC INC,
	MIXED BAG MUSIC, INC,
	NC HUNGARY HOLDINGS INC.
	NEW CHAPPELL INC.
	NONESUCH RECORDS INC.
	NVC INTERNATIONAL INC.
	OCTA MUSIC, INC.
	PENALTY RECORDS, L.L.C.
	PEPAMAR MUSIC CORP.
	REVELATION MUSIC PUBLISHING CORPORATION

RHINO ENTERTAINMENT COMPANY

RICK’S MUSIC INC.

RIGHTSONG MUSIC INC.

RODRA MUSIC, INC.

SEA CHIME MUSIC, INC.

SR/MDM VENTURE INC.

SUMMY-BIRCHARD, INC.

SUPER HYPE PUBLISHING, INC.

T-BOY MUSIC, L.L.C.

T-GIRL MUSIC, L.L.C.

THE RHYTHM METHOD INC.

TOMMY BOY MUSIC, INC.

TOMMY VALANDO PUBLISHING GROUP, INC.

TRI-CHAPPELL MUSIC INC.

TW MUSIC HOLDINGS INC.

UNICHAPPELL MUSIC INC.

W.B.M. MUSIC CORP.

WALDEN MUSIC INC.

WARNER ALLIANCE MUSIC INC.

WARNER BRETHREN INC.

WARNER BROS. MUSIC INTERNATIONAL INC.

WARNER BROS. PUBLICATIONS U.S. INC.

WARNER BROS. RECORDS INC.

WARNER/CHAPPELL MUSIC, INC.

WARNER/CHAPPELL MUSIC (SERVICES), INC.

WARNER CUSTOM MUSIC CORP.

WARNER DOMAIN MUSIC INC.

WARNER-ELEKTRA-ATLANTIC CORPORATION

WARNER MUSIC BLUESKY HOLDING INC.

WARNER MUSIC DISCOVERY INC.

WARNER MUSIC DISTRIBUTION INC.

WARNER MUSIC GROUP INC.

WARNER MUSIC LATINA INC.

WARNER SOJOURNER MUSIC INC.

WARNERSONGS, INC.

WARNER MUSIC SP INC.

WARNER SPECIAL PRODUCTS INC.

WARNER STRATEGIC MARKETING INC.

WARNER-TAMERLANE PUBLISHING CORP.

WARPRISE MUSIC INC.

WB GOLD MUSIC CORP.

WB MUSIC CORP.

WBM/HOUSE OF GOLD MUSIC, INC.

WBPI HOLDINGS LLC

WBR MANAGEMENT SERVICES INC.

WBR/QRI VENTURE, INC.

WBR/RUFFNATION VENTURES, INC.

WBR/SIRE VENTURES INC.

WE ARE MUSICA INC.

WEA EUROPE INC.

WEA INC.

WEA INTERNATIONAL INC.

WEA LATINA MUSICA INC.

WEA MANAGEMENT SERVICES INC.

WIDE MUSIC, INC.

WMG MANAGEMENT SERVICES INC.

WMG TRADEMARK HOLDING COMPANY LLC

By:		/s/ Paul Robinson
		Name: Paul Robinson
		Title: VP
WEA ROCK LLC
By: Warner-Elektra-Atlantic Corp., its sole member
By:		/s/ Paul Robinson
		Name: Paul Robinson
		Title: VP
WEA URBAN LLC
By: Warner-Elektra-Atlantic Corp., its sole member
	By:		/s/ Paul Robinson
			Name: Paul Robinson
			Title: VP