Telesat Interco F4 Registration of securities | SEC 5 Jun 09

Telesat Interco Inactive F-4Registration of securities (foreign)

Exhibit 10.9

AMENDMENT AGREEMENT NO. 1 dated as of January 28, 2009 (this “Amendment”), with respect to the Credit Agreement dated as of October 31, 2007 (the “Credit Agreement”), among TELESAT HOLDINGS INC., a Canada corporation, TELESAT INTERCO INC., a Canada corporation, 4363230 CANADA INC., a Canada corporation, TELESAT LLC, a Delaware limited liability company (the “U.S. Borrower”), the Guarantors, the Lenders, MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), MORGAN STANLEY & CO. INCORPORATED, as collateral agent (in such capacity, the “Collateral Agent”), UBS SECURITIES LLC, as syndication agent, MORGAN STANLEY SENIOR FUNDING, NOVA SCOTIA, as swingline lender, THE BANK OF NOVA SCOTIA, as issuing bank, and MORGAN STANLEY & CO. INCORPORATED, UBS SECURITIES LLC and J.P. MORGAN SECURITIES INC., as joint lead arrangers and joint book running managers, and JPMORGAN CHASE BANK, N.A., THE BANK OF NOVA SCOTIA and CITIBANK, N.A., CANADIAN BRANCH, as co-documentation agents (as to which Telesat Canada (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers” and each a “Borrower”) became bound as a borrower).

A. The Borrowers have requested that the Administrative Agent and Required Lenders amend certain provisions of the Credit Agreement as set forth herein.

B. The Administrative Agent and Required Lenders are willing so to agree pursuant to the terms and subject to the conditions set forth herein.

C. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

In consideration of the premises and the agreements, provisions and covenants contained herein, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows:

SECTION 1.Amendments to the Credit Agreement.

(a) Subject to the satisfaction of the conditions set forth in Section 2 below, the Credit Agreement is hereby amended in the following respects:

	(i)		Section (u) of the definition of Permitted Liens is amended and restated in its entirety as follows:

			“(u) restrictions in condosat agreements or the APSTAR-IIR Transponder Lease Agreement, dated as of January 18, 1996 by and between APT Satellite Co., Ltd. (whose rights subsequently have been assigned to Telesat Canada), and HBO Pacific Partners, C.V. (which subsequently converted into HBO Pacific Partners, v.o.f.) (as any such agreement may from time to time be modified, supplemented, amended, renewed or replaced, the “Subject Agreements”) relating to transponders that restrict sales, dispositions, leases or security interests on satellites to any third party purchaser, lessee or secured party unless such purchaser or lessee of such satellite agrees to (or, in the case of a security interest in such satellite, the secured party agrees pursuant to a non-disturbance agreement that in connection with the enforcement of any such security interest or the realization upon any such security interest, such secured party agrees that, prior to or concurrently with the transfer becoming effective, the person to whom the satellite bus shall be transferred shall agree that such transferee shall) be subject to the terms of the applicable Subject Agreement so long as such Subject

Agreement is (in the case of any such restriction on a security interest) otherwise reasonably satisfactory to the Administrative Agent in its sole discretion (who may in its sole discretion condition its consent to the terms of such agreement (a) not providing for any liability on the part of the secured party or lenders prior to such secured party taking possession or control of the Satellite and (b) being of no force and effect upon release of such security interest) and provided that, with respect to any Subject Agreement entered into after the Closing Date, the applicable Loan Parties shall have used their commercially reasonable efforts in negotiating such Subject Agreement so that such Subject Agreement does not contain such restrictions; and”

SECTION 2.Conditions Precedent. The effectiveness of this Amendment is subject to the conditions that:

(a) Administrative Agent shall have received signature pages for this Amendment from the Borrowers and the Required Lenders; and

(b) the Borrowers shall have paid all amounts owed pursuant to Section 7 hereof.

SECTION 3.Representations and Warranties. Each Borrower represents and warrants to the Administrative Agent and each of the Lenders that:

(a) This Amendment is within such Borrower’s organizational powers and has been duly authorized by all necessary organizational action on the part of such Borrower. This Amendment has been duly executed and delivered by such Borrower and constitutes, a legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, subject to (1) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

(b) After giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement or in any Loan Document are true and correct in all material respects, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

(d) The execution, delivery and performance by the Borrowers of this Amendment will not (i) violate (A) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation, memorandum of association or other constitutive documents or by-laws or articles of association of any Loan Party, (B) any applicable order of any court or any rule, regulation or order of any Governmental Authority or (C) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which any Loan Party is a party or by which any of them or any of their property is or may be bound, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) or to a loss of a material benefit under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation,

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breach or default referred to in clause (i) or (ii) of this clause (d), could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 4.Credit Agreement. Except as specifically provided hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date hereof, any reference to the Credit Agreement in any Loan Document shall mean the Credit Agreement as modified hereby. This Amendment shall be a Loan Document for all purposes.

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

SECTION 6.Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. Delivery of an executed signature page of this Amendment by facsimile or “pdf file” transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION 7.Expenses. The Borrowers agree to reimburse the Administrative Agent for its reasonable out-of-pocket expenses incurred by it in connection with this Amendment, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindelllp,counsel for the Administrative Agent.

SECTION 8.Headings. The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

[Signature pages to follow]

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


TELESAT CANADA
By:	/s/ Michel Cayouette
	Name:	Michel Cayouette
	Title:	Chief Financial Officer

TELESAT LLC
By:	/s/ Michel Cayouette
	Name:	Michel Cayouette
	Title:	Chief Financial Officer


MORGAN STANLEY SENIOR FUNDING, INC., a Administrative Agent
By:	/s/ Stephen B. King
	Name:	Stephen B. King
	Title:	Vice President Morgan Stanley Senior Funding, Inc.


ABRY Advanced Securities Fund, LP, as a Lender
By:	/s/ Matthew I. Lapides
	Name:	Matthew I. Lapides
	Title:	Senior Vice President


American International Group, Inc	By	/s/ Chang W. Chung
By: AIG Global Investment Corp.,	Name:	Chang W. Chung
Its Investment Advisor	Title:	Vice President

AIG Bank Loan Fund Ltd.	By	/s/ Chang W. Chung
By: AIG Global Investment Corp.	Name:	Chang W. Chung
Its Investment Manager	Title:	Vice President

Saturn CLO, Ltd.	By	/s/ Chang W. Chung
By: AIG Global Investment Corp.,	Name:	Chang W. Chung
its Collateral Manager	Title:	Vice President

Galaxy CLO 2003-1, Ltd.	By	/s/ Chang W. Chung
By : AIG Global Investment Corp.,	Name:	Chang W. Chung
its Collateral Manager	Title:	Vice President

Galaxy III CLO, Ltd.	By	/s/ Chang W. Chung
By: AIG Global Investment Corp.,	Name:	Chang W. Chung
its Collateral Manager	Title:	Vice President

Galaxy IV CLO, LTD	By	/s/ Chang W. Chung
By: AIG Global Investment Corp.	Name:	Chang W. Chung
its Collateral Manager	Title:	Vice President

Galaxy V CLO, LTD	By	/s/ Chang W. Chung
By: AIG Global Investment Corp.	Name:	Chang W. Chung
its Collateral Manager	Title:	Vice President

Galaxy VI CLO, LTD	By	/s/ Chang W. Chung
By: AIG Global Investment Corp.	Name:	Chang W. Chung
its Collateral Manager	Title:	Vice President

Galaxy VII CLO, LTD	By	/s/ Chang W. Chung
By: AIG Global Investment Corp.	Name:	Chang W. Chung
it’s Collateral Manager	Title:	Vice President


Galaxy VIII CLO, LTD	By	/s/ Chang W. Chung
By: AIG Global Investment Corp.	Name:	Chang W. Chung
as Collateral Manager	Title:	Vice President

Galaxy X CLO, LTD	By	/s/ Chang W. Chung
By: AIG Global Investment Corp.	Name:	Chang W. Chung
It’s Collateral Manager	Title:	Vice President

STICHTING PENSIOENFONDS MEDISCH SPECIALISTEN	By:	/s/ Chang W. Chung
BY: AIG Global Investment Corp.	Name:	Chang W. Chung
Its Investment Manager	Title:	Vice President

STICHTING PENSIOENFONDS VOOR HUISARTSEN	By:	/s/ Chang W. Chung
BY: AIG Global Investment Corp.	Name:	Chang W. Chung
Its Investment Manager	Title:	Vice President


GREYROCK CDO Limited By: Aladdin Capital Management, as a Lender
By:	/s/ James Bragg
	Name:	James Bragg
	Title:	Designated Signatory


LANDMARK IX CDO Limited By: Aladdin Capital Management, as a Lender
By:	/s/ James Bragg
	Name:	James Bragg
	Title:	Designated Signatory


LANDMARK VI CDO Limited By: Aladdin Capital Management, as a Lender
By:	/s/ James Bragg
	Name:	James Bragg
	Title:	Designated Signatory


LANDMARK III CDO Limited By: Aladdin Capital Management, as a Lender
By:	/s/ James Bragg
	Name:	James Bragg
	Title:	Designated Signatory


LANDMARK IV CDO Limited By: Aladdin Capital Management, as a Lender
By:	/s/ James Bragg
	Name:	James Bragg
	Title:	Designated Signatory


LANDMARK VII CDO Limited By: Aladdin Capital Management, as a Lender
By:	/s/ James Bragg
	Name:	James Bragg
	Title:	Designated Signatory


LANDMARK VIII CLO Limited By: Aladdin Capital Management, as a Lender

By:	/s/ James Bragg
	Name:	James Bragg
	Title:	Designated Signatory


LANDMARK V CDO Limited By: Aladdin Capital Management, as a Lender
By:	/s/ James Bragg
	Name:	James Bragg
	Title:	Designated Signatory


ACM Income Fund Inc., as a Lender
By:	/s/ Petter Stensland
	Name:	Petter Stensland
	Title:	Vice President


AllianceBernstein Institutional Investments — Diversified Yield Plus Portfolio., as a Lender
By:	/s/ Petter Stensland
	Name:	Petter Stensland
	Title:	Vice President


Indiana State Teachers’ Retirement Fund, as a Lender
By:	/s/ Petter Stensland
	Name:	Petter Stensland
	Title:	Vice President


Oregon State Treasury, as a Lender
By:	/s/ Petter Stensland
	Name:	Petter Stensland
	Title:	Vice President


Sanford C. Bernstein Funds, Inc. — Intermediate Duration Portfolio, as a Lender
By:	/s/ Petter Stensland
	Name:	Petter Stensland
	Title:	Vice President


Sanford C. Bernstein Funds, Inc. II — Intermediate Duration Institutional Portfolio, as a Lender
By:	/s/ Petter Stensland
	Name:	Petter Stensland
	Title:	Vice President


AllianceBernstein Global Bond Fund, as a Lender
By:	/s/ Petter Stensland
	Name:	Petter Stensland
	Title:	Vice President


AllianceBernstein Bond Fund — Intermediate Bond Portfolio, as a Lender
By:	/s/ Petter Stensland
	Name:	Petter Stensland
	Title:	Vice President


AllianceBernstein Institutional Investments — Senior Loan Portfolio, as a Lender
By:	/s/ Petter Stensland
	Name:	Petter Stensland
	Title: Vice President


Allied Irish Banks, p.l.c, as a Lender
By:	/s/ Anthony O’Reilly
	Name:	Anthony O’Reilly
	Title:	SVP


	/s/ Marc Pierron
	Name:	Marc Pierron
	Title:	AVP


		ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD.

		By: Ares Enhanced Credit Opportunities Fund Management, L.P.,

		as a Lender


		ARES ENHANCED LOAN INVESTMENT STRATEGY HI, LTD.

		By: ARES ENHANCED LOAN MANAGEMENT III, L.P.
		By: ARES ENHANCED LOAN III GP, LLC, ITS GENERAL PARTNER
		By: ARES MANAGEMENT LLC, ITS MANAGER

		as a Lender


		ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD.


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

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

		By:	Ares Management LLC, as its Manager

as a Lender


		ARES ENHANCED LOAN INVESTMENT STRATEGY IR-B LTD.


By:	ARES ENHANCED LOAN MANAGEMENT IR-B, L.P., as Portfolio Manager

	By:	Ares Enhanced Loan IR-B GP, LLC, as its General Partner

		By:	Ares Management LLC, as its Manager

as a Lender

FUTURE FUND BOARD OF GUARDIANS


By:		Ares Enhanced Loan Investment Strategy Advisor IV, L.P., its investment manager


By:		Ares Enhanced Loan Investment Strategy Advisor IV GP, LLC, its general partner


By:		Ares Management LLC,its managing member

as a Lender


By:		/s/ Seth Brufsky

Name:		Seth Brufsky
Title:		Vice President


		ARES XICLO Ltd.

		By: ARES CLO MANAGEMENT XI, L.P. By: ARES CLO GP XI, LLC, ITS GENERAL PARTNER By: ARES MANAGEMENT LLC, ITS MANAGER

		as a Lender


		ARES XII CLO LTD.

		By: ARES CLO MANAGEMENT XII, L.P.
		By: ARES CLO GP XII, LLC, ITS GENERAL PARTNER
		By: ARES MANAGEMENT LLC, ITS MANAGER

		as a Lender


		ARES IIIR/IVR CLO LTD.

		By: ARES CLO MANAGEMENT IIIR/IVR, L.P.

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

		By: ARES MANAGEMENT LLC, ITS MANAGER

		as a Lender


		Global Loan Opportunity Fund B.V.

		By: Ares Management Limited, its Portfolio Manager

		as a Lender


THE BANK OF NOVA SCOTIA, as a Lender
By:	/s/ Todd Meller
	Name:	Todd Meller
	Title:	Managing Director


Barclays Bank, PLC, as a Lender
By:	/s/ Daniel Picard
	Name:	Daniel Picard
	Title:


Battalion CLO 2007-I, as a Lender
By:	/s/ Joanna Bensimon
	Name:	Joanna Bensimon
	Title:	Associate

By: Callidus Debt Partners CLO Fund II, Ltd.
By: Its Collateral Manager,
Callidus Capital Management, LLC, as a Lender


By:	/s/ Ira Ginsburg
	Name:	Ira Ginsburg
	Title:	Principal

By: Callidus Debt Partners CLO Fund III Ltd.
By: Its Collateral Manager,
Callidus Capital Management, LLC, as a Lender


By:	/s/ Ira Ginsburg
	Name:	Ira Ginsburg
	Title:	Principal

By: Callidus Debt Partners CLO Fund IV Ltd.
By: Its Collateral Manager,
Callidus Capital Management, LLC, as a Lender


By:	/s/ Ira Ginsburg
	Name:	Ira Ginsburg
	Title:	Principal

By: Callidus Debt Partners CLO Fund V, Ltd.
By: Its Collateral Manager
Callidus Capital Management, LLC, as a Lender


By:	/s/ Ira Ginsburg
	Name:	Ira Ginsburg
	Title:	Principal

By: Callidus Debt Partners CLO Fund VI, Ltd.
By: Its Collateral Manager
Callidus Capital Management, LLC, as a Lender


By:	/s/ Ira Ginsburg
	Name:	Ira Ginsburg
	Title:	Principal

By: Callidus Debt Partners CLO Fund VII, Ltd
By: Its collateral Manager
Callidus Capital Management, LLC, as a Lender


By:	/s/ Ira Ginsburg
	Name:	Ira Ginsburg
	Title:	Principal

By: MAPS CLO Fund I, LLC
By: Its Collateral Manager,
Callidus Capital Management, LLC, as a Lender


By:	/s/ Ira Ginsburg
	Name:	Ira Ginsburg
	Title:	Principal

By: MAPS CLO Fund II, Ltd.
By: Its Collateral Manager,
Callidus Capital Management, LLC, as a Lender


By:	/s/ Ira Ginsburg
	Name:	Ira Ginsburg
	Title:	Principal

Del Mar CLO I, Ltd.
By: Caywood-Scholl Capital Management, LLC
As Collateral Manager



By:	/s/ Tom Saake
	Name:	Tom Saake
	Title:	Managing Director

LightPoint CLO V, Ltd.
LightPoint CLO VII, Ltd.
LightPoint CLO VIII, Ltd.
Airlie CLO 2006-I, Ltd., as a Lender



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


CITIBANK, N.A., as a Lender
By:	/s/ [ILLEGIBLE]
	Name:	[ILLEGIBLE]
	Title:	[ILLEGIBLE]


Energizer I Loan Funding LLC, as a Lender
By:	/s/ Emily [ILLEGIBLE]
	Name:	Emily [ILLEGIBLE]
	Title:	Director


PPM Riviera CBNA Loan Funding LLC, as a Lender
By:	/s/ Malia Baynes
	Name:	Malia Baynes
	Title:	Trust Officer


Sidecar I Loan Funding LLC, as a Lender
By:	/s/ Emily [ILLEGIBLE]
	Name:	Emily [ILLEGIBLE]
	Title:	Director


CREDIT SUISSE CAPITAL LLC, as a Lender
By:	/s/ Michael Wotanowski
	Name:	Michael Wotanowski
	Title:	Authorized Signatory

Flagship CLO III
By: Deutsche Investment Management Americas, Inc.
(as successor in interest to Deutsche Asset Management, Inc.),
As Collateral Manager



	By:	/s/ Eric S. Meyer
		Eric S. Meyer, Managing Director


By:	/s/ Abdoulaye Thiam
	Name:	Abdoulaye Thiam
	Title:	Vice President

Flagship CLO IV
By: Deutsche Investment Management Americas, Inc.
(as successor in interest to Deutsche Asset Management, Inc.),
As Collateral Manager



	By:	/s/ Eric S. Meyer
		Eric S. Meyer, Managing Director


By:	/s/ Abdoulaye Thiam
	Name:	Abdoulaye Thiam
	Title:	Vice President

Flagship CLO V
By: Deutsche Investment Management Americas, Inc.
(as successor in interest to Deutsche Asset Management, Inc.),
As Collateral Manager



	By:	/s/ Eric S. Meyer
		Eric S. Meyer, Managing Director


By:	/s/ Abdoulaye Thiam
	Name:	Abdoulaye Thiam
	Title:	Vice President

Flagship CLO VI
By: Deutsche Investment Management Americas, Inc.
As Collateral Manager



By:	/s/ Eric S. Meyer
	Eric S. Meyer, Managing Director


By:	/s/ Abdoulaye Thiam
	Name:	Abdoulaye Thiam
	Title:	Vice President

DWS Floating Rate Plus Fund
By: Deutsche Investment Management Americas, Inc.
Investment Advisor



	By:	/s/ Eric S. Meyer
		Eric S. Meyer, Managing Director


By:	/s/ Abdoulaye Thiam
	Name:	Abdoulaye Thiam
	Title:	Vice President

DWS Short Duration Plus Fund
By: Deutsche Investment Management Americas, Inc.
Investment Advisor



By:	/s/ Eric S. Meyer
	Eric S. Meyer, Managing Director



By:	/s/ Abdoulaye Thiam
	Name:	Abdoulaye Thiam
	Title:	Vice President

Deutsche Investment Management Americas, Inc.
As Investment Adviser to the following DWS Funds:
DWS High Income Fund
DWS High Income Plus Fund
DWS High Income VIP
DWS Multi Market Income Trust
DWS Strategic Income Fund
DWS Balanced Fund
DWS Strategic Income Trust
DWS Strategic Income VIP
DWS Balanced VIP


/s/ Gary A. Sullivan
Name: Gary A. Sullivan
Title: Managing Director

/s/ Abdoulaye Thiam
Name: Abdoulaye Thiam
Title: Vice President

Deutsche Bank AG New York Branch

By: DB Services New Jersey, Inc, as a Lender



By:	/s/ Jonathan Shin
	Name:	Jonathan Shin
	Title:	Assistant Vice President



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

TRS HY FNDS LLC, as a Lender
By: Deutsche Bank AG Cayman Islands Branch
its sole member
By: DB Services New Jersey, Inc.



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



By:	/s/ Angeline Quintana
	Name:	Angeline Quintana
	Title: Assistant Vice President

Duane Street CLO III, Ltd.
By: DiMaio Ahmad Capital LLC,
As Collateral Manager, as a Lender


By:	/s/ Paul Travers
	Name:	Paul Travers
	Title:	Managing Director


		Duane Street CLO IV, Ltd.
		By: DiMaio Ahmad Capital LLC,
		As Collateral Manager, as a Lender

		By:		/s/ Paul Travers
				Name: Paul Travers
				Title: Managing Director


		DUANE STREET CLO V, LTD

		By: DiMaio Ahmad Capital LLC,
		as Manager, as a Lender

		By:		/s/ Paul Travers
				Name: Paul Travers
				Title: Managing Director


		FORTRESS CREDIT FUNDING I LP,as Lender

		By: Fortress Credit Funding I GP LLC, its general partner

		By:		/s/ Marc K. Furstein
				Name: MARC K. FURSTEIN
				Title: CHIEF OPERATING OFFICER


		HALCYON STRUCTURED ASSET MANAGEMENT
				CLO 2008-II B.V.

		Halcyon Structured Asset Management European CLO
				2007-1 B.V. Known before as: Vondelpark CDO
				B.V.

		Halcyon Structured Asset Management CLO I LTD.

		Halcyon Loan Investors CLO I, LTD.

		Halcyon Loan Investors CLO II, LTD.

		Halcyon Structured Asset Management Long
				Secured/Short Unsecured CLO 2006 -1 LTD.

		Halcyon Structured Asset Management Long
				Secured/Short Unsecured CLO 2007-1, LTD.
				Known before as: Halcyon Structured Asset
				Management Long Secured/Short Unsecured CLO
				II LTD.

		Halcyon Structured Asset Management Long
				Secured/Short Unsecured CLO III LTD.

		Halcyon Structured Asset Management Long
				Secured/Short Unsecured 2007-2 LTD. Known
				before as: Genesis CBNA Loan Funding LLC

		, as a Lender

		By:		/s/ Dave Martino
				Name: Dave Martino
				Title: Controller


ING BANK OF CANADA, as a Lender

By:	/s/ Wim Steenbakkers

	Name:	Wim Steenbakkers
	Title:	Managing Director
		Structured Finance
		Telecom, Media & Technology Finance

	/s/ Oliver Petersen

	Name:	Oliver Petersen
	Title:	Vice President
		Structured Finance
		Telecom, Media & Technology Finance


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

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


WIND RIVER CLO II — TATE INVESTORS, LTD.
By:	McDonnell Investment Management, LLC, as Manager
	as a Lender

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


GANNETT PEAK CLO I, LTD.
By:	McDonnell Investment Management, LLC,
as Investment Manager
as a Lender

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


		NAVIGARE FUNDING I CLO LTD
				By: Navigare Partners LLC
				Its collateral manager, as a Lender

		By:		/s/ Sheryl A. Rothman
				Name: Sheryl A. Rothman
				Title: Managing Director


		NAVIGARE FUNDING II CLO LTD
				By: Navigare Partners LLC
				as collateral manager, as a Lender

		By:		/s/ Sheryl A. Rothman
				Name: Sheryl A. Rothman
				Title: Managing Director


		NAVIGARE FUNDING III CLO LTD
				By: Navigare Partners LLC
				as collateral manager, as a Lender

		By:		/s/ Sheryl A. Rothman
				Name: Sheryl A. Rothman
				Title: Managing Director

Octagon Investment Partners V, Ltd.
By: Octagon Credit Investors, LLC
as Portfolio Manager

Octagon Investment Partners VI, Ltd.
By: Octagon Credit Investors, LLC
as collateral manager

Octagon Investment Partners VII, Ltd.
By: Octagon Credit Investors, LLC
as collateral manager

Octagon Investment Partners VIII, Ltd.
By: Octagon Credit Investors, LLC
as collateral manager

Octagon Investment Partners IX, Ltd.
By: Octagon Credit Investors, LLC
as Manager

Octagon Investment Partners X, Ltd.
By: Octagon Credit Investors, LLC
as Collateral Manager

Octagon Investment Partners XI, Ltd.
By: Octagon Credit Investors, LLC
as Collateral Manager

Hamlet II, Ltd.
By: Octagon Credit Investors, LLC
as Portfolio Manager


Clarenville CDO, SA
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor

	By	/s/ Arthur Y. D. Ong
		Arthur Y. D. Ong
		Senior Vice President


Fairway Loan Funding Company
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor

	By	/s/ Arthur Y. D. Ong
		Arthur Y. D. Ong
		Senior Vice President


PIMCO Global Credit Opportunity Offshore Fund Ltd
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor

	By	/s/ Arthur Y. D. Ong
		Arthur Y. D. Ong
		Senior Vice President


ING PIMCO High Yield Portfolio
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor

	By	/s/ Arthur Y. D. Ong
		Arthur Y. D. Ong
		Senior Vice President


Loan Funding III LLC
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor

	By	/s/ Arthur Y. D. Ong
		Arthur Y. D. Ong
		Senior Vice President


Mayport CLO Ltd.
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor

	By	/s/ Arthur Y. D. Ong
		Arthur Y. D. Ong
		Senior Vice President


PIMCO High Yield Fund
By:	Pacific Investment Management Company LLC,
	as its Investment Advisor for the PIMCO High Yield
	Fund, acting through Investors Fiduciary Trust
	Company in the Nominee Name of IFTCO

	By	/s/ Arthur Y. D. Ong
		Arthur Y. D. Ong
		Senior Vice President


PIMCO Income Opportunity 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/ Arthur Y. D. Ong

		Arthur Y. D. Ong
		Senior Vice President


PIMCO Cayman Global High Income Fund
By:	Pacific Investment Management Company, as its Investment Advisor

	By	/s/ Arthur Y. D. Ong

		Arthur Y. D. Ong
		Senior Vice President


PIMCO Cayman Bank Loan Fund
By:	Pacific Investment Management Company LLC, as its Investment Advisor

	By	/s/ Arthur Y. D. Ong

		Arthur Y. D. Ong
		Senior Vice President


Portola CLO, Ltd.
By:	Pacific Investment Management Company LLC, as its Investment Advisor

	By	/s/ Arthur Y. D. Ong

		Arthur Y. D. Ong
		Senior Vice President


Red River HYPi, L.P.
By:	Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO

	By	/s/ Arthur Y. D. Ong

		Arthur Y. D. Ong
	��	Senior Vice President


Southport CLO, Limited
By:	Pacific Investment Management Company LLC, as its Investment Advisor

	By	/s/ Arthur Y. D. Ong

		Arthur Y. D. Ong
		Senior Vice President


Virginia Retirement System
By:	Pacific Investment Management Company LLC, as its Investment Advisor

	By	/s/ Arthur Y. D. Ong

		Arthur Y. D. Ong
		Senior Vice President


Principal, as a Lender

By:	/s/ Darrin E. Smith

	Name:	Darrin E. Smith
	Title:	PM — High Yield


	QIC Limited (formerly Queensland Investment Corporation) as investment manager and trustee for the Queensland Investment Trust No. 1, as a Lender, by its duly authorised attorneys:

By:	/s/ Susan Buckley

	Name:	Susan Buckley
	Title:	Managing Director
		Active Management

By:	/s/ Peter Howells

	Name:	Peter Howells
	Title:	Head of Human Resource Services


	QIC Limited (formerly Queensland Investment Corporation) as investment manager and trustee for the Queensland Investment Trust No. 2, as a Lender, by its duly authorised attorneys:

By:	/s/ Susan Buckley

	Name:	Susan Buckley
	Title:	Managing Director
		Active Management

By:	/s/ Peter Howells

	Name:	Peter Howells
	Title:	Head of Human Resource Services


	QIC Limited (formerly Queensland Investment Corporation) as investment manager and trustee for the QIC Global Credit Opportunities Fund, as a Lender, by its duly authorised attorneys:

By:	/s/ Susan Buckley

	Name:	Susan Buckley
	Title:	Managing Director
		Active Management

By:	/s/ Peter Howells

	Name:	Peter Howells
	Title:	Head of Human Resource Services


Asclepius, LLC, as a Lender By: The Royal Bank of Scotland Plc, as Attorney-in-fact By: RBS Greenwich Capital Markets, Inc., its agent

By:	/s/ Kevin Q. Stuebe

	Name:	Kevin Q. Stuebe
	Title:	V.P.


Clapboard, LLC, as a Lender By: The Royal Bank of Scotland Plc, as Attorney-in-fact By: RBS Greenwich Capital Markets, Inc., its agent

By:	/s/ Kevin Q. Stuebe

	Name:	Kevin Q. Stuebe
	Title:	V.P.


Fulton Funding, as a Lender

By:	/s/ Irfan Ahmed

	Name:	Irfan Ahmed
	Title:	Authorized Signatory


Glarke Funding, as a Lender

By:	/s/ Irfan Ahmed

	Name:	Irfan Ahmed
	Title:	Authorized Signatory


Stanfield Carrera CLO, Ltd. By: Stanfield Capital Partners LLC as its Asset Manager, as a Lender

By:	/s/ David Frey

	Name:	David Frey
	Title:	Managing Director


XL Re Europe Limited By: Stanfield Capital Partners, LLC signed as: its Collateral Manager, as a Lender

By:	/s/ David Frey

	Name:	David Frey
	Title:	Managing Director


Stanfield Modena CLO, Ltd By: Stanfield Capital Partners, LLC as its Asset Manager, as a Lender

By:	/s/ David Frey

	Name:	David Frey
	Title:	Managing Director


Stanfield Vantage CLO, Ltd By: Stanfield Capital Partners, LLC as its Asset Manager, as a Lender

By:	/s/ David Frey

	Name:	David Frey
	Title:	Managing Director


Stanfield AZURE CLO, Ltd. By: Stanfield Capital Partners, LLC as its Collateral Manager, as a Lender

By:	/s/ David Frey

	Name:	David Frey
	Title:	Managing Director


Stanfield Veyron CLO, Ltd By: Stanfield Capital Partners, LLC as its Collateral Manager, as a Lender

By:	/s/ David Frey

	Name:	David Frey
	Title:	Managing Director


Stanfield Daytona CLO, Ltd By: Stanfield Capital Partners, LLC as its Collateral Manager, as a Lender

By:	/s/ David Frey

	Name:	David Frey
	Title:	Managing Director


Stanfield McLaren CLO, Ltd. By: Stanfield Capital Partners, LLC as its Collateral Manager, as a Lender

By:	/s/ David Frey

	Name:	David Frey
	Title:	Managing Director


Stanfield Bristol CLO, Ltd. By: Stanfield Capital Partners LLC as its Collateral Manager, as a Lender

By:	/s/ David Frey

	Name:	David Frey
	Title:	Managing Director


Stanfield Arnage CLO Ltd. By: Stanfield Capital Partners, LLC as its Collateral Manager, as a Lender

By:	/s/ David Frey

	Name:	David Frey
	Title:	Managing Director


LFS 1 GXG LLC By: Stanfield Capital Partners, LLC as its Sub-Investment Advisor, as a Lender

By:	/s/ David Frey

	Name:	David Frey
	Title:	Managing Director


Rampart CLO 2006-1 Ltd. By: Stone Tower Debt Advisors LLC, As its collateral manager., as a Lender

By:	/s/ [ILLEGIBLE]

	Name:	[ILLEGIBLE]
	Title:	Authorized Signatory


Rampart CLO 2007 Ltd. By: Stone Tower Debt Advisors LLC, As its collateral manager., as a Lender

By:	/s/ Michael W. DelPercio

	Name:	Michael W. DelPercio
	Title:	Authorized Signatory


Stone Tower Credit Funding I Ltd. By: Stone Tower Fund Management LLC, As its collateral manager., as a Lender

By:	/s/ Michael W. DelPercio

	Name:	Michael W. DelPercio
	Title:	Authorized Signatory


Stone Tower CLO VII Ltd. By: Stone Tower Debt Advisors LLC, As its collateral manager., as a Lender

By:	/s/ Michael W. DelPercio

	Name:	Michael W. DelPercio
	Title:	Authorized Signatory


Stone Tower CLO VI Ltd. By: Stone Tower Debt Advisors LLC, As its collateral manager., as a Lender

By:	/s/ Michael W. DelPercio

	Name:	Michael W. DelPercio
	Title:	Authorized Signatory


Stone Tower CLO V Ltd. By: Stone Tower Debt Advisors LLC, As its collateral manager., as a Lender

By:	/s/ Michael W. DelPercio

	Name:	Michael W. DelPercio
	Title:	Authorized Signatory


Stone Tower CLO IV Ltd.
By:	Stone Tower Debt Advisors LLC,

As its collateral manager., as a Lender
By:	/s/ Michael W. DelPercio
	Name:	Michael W. DelPercio
	Title:	Authorized Signatory


Stone Tower CLO III Ltd.
By:	Stone Tower Debt Advisors LLC,

As its collateral manager., as a Lender
By:	/s/ Michael W. DelPercio
	Name:	Michael W. DelPercio
	Title:	Authorized Signatory


Granite Ventures III Ltd.
By:	Stone Tower Debt Advisors LLC,

As its collateral manager., as a Lender
By:	/s/ Michael W. DelPercio
	Name:	Michael W. DelPercio
	Title:	Authorized Signatory


Granite Ventures II Ltd.
By:	Stone Tower Debt Advisors LLC,

As its collateral manager., as a Lender
By:	/s/ Michael W. DelPercio
	Name:	Michael W. DelPercio
	Title:	Authorized Signatory


Granite Ventures I Ltd.
By:	Stone Tower Debt Advisors LLC,

As its collateral manager., as a Lender
By:	/s/ Michael W. DelPercio
	Name:	Michael W. DelPercio
	Title:	Authorized Signatory


Cornerstone CLO Ltd.
By:	Stone Tower Debt Advisors LLC,

As its collateral manager., as a Lender
By:	/s/ Michael W. DelPercio
	Name:	Michael W. DelPercio
	Title:	Authorized Signatory


Sumitomo Mitsui Banking Corporation of Canada, as a Lender
By:	/s/ E.R. Langley
	Name:	E.R. Langley
	Title:	Senior Vice President


EVEREST FUNDING LLC, as a Lender
By:	/s/ Tara E. Kenny
	Name:	Tara E. Kenny
	Title:	Assistant Vice President


Mountain View Funding CLO 2006-I Ltd.
By:	Seix Investment Advisors LLC, as Collateral Manager

Mountain View CLO II Ltd.
By:	Seix Investment Advisors LLC, as Collateral Manager

Mountain View CLO III Ltd.
By:	Seix Investment Advisors LLC, as Collateral Manager

Grand Horn CLO Ltd.
By:	Seix Investment Advisors LLC, as Collateral Manager

Ridgeworth Funds — Seix Floating Rate High Income Fund
By:	Seix Investment Advisors LLC, as Subadvisor
as Lenders

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


Symphony Credit Partners I LTD, as a Lender
By:	Symphony Asset Management, LLC

By:	/s/ Lenny Mason
	Name:	Lenny Mason
	Title:	Portfolio Manager


Symphony Credit Partners II LTD, as a Lender
By:	Symphony Asset Management, LLC

By:	/s/ Lenny Mason
	Name:	Lenny Mason
	Title:	Portfolio Manager


Symphony Credit Partners III LTD, as a Lender
By:	Symphony Asset Management, LLC

By:	/s/ Lenny Mason
	Name:	Lenny Mason
	Title:	Portfolio Manager


Symphony CLO V, as a Lender
By:	Symphony Asset Management, LLC

By:	/s/ Lenny Mason
	Name:	Lenny Mason
	Title:	Portfolio Manager


Symphony CLO VI, as a Lender
By:	Symphony Asset Management, LLC

By:	/s/ Lenny Mason
	Name:	Lenny Mason
	Title:	Portfolio Manager


Symphony CLO I, as a Lender
By:	Symphony Asset Management, LLC

By:	/s/ Lenny Mason
	Name:	Lenny Mason
	Title:	Portfolio Manager


Symphony CLO III, as a Lender
By:	Symphony Asset Management, LLC

By:	/s/ Lenny Mason
	Name:	Lenny Mason
	Title:	Portfolio Manager


Trimaran CLO IV Ltd
By	Trimaran Advisors, L.L.C., as a Lender

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


Trimaran CLO V Ltd
By	Trimaran Advisors, L.L.C., as a Lender

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


Trimaran CLO VI Ltd
By	Trimaran Advisors, L.L.C., as a Lender

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


Trimaran CLO VII Ltd
By	Trimaran Advisors, L.L.C., as a Lender

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


UBS AG Canada Branch, as a Lender
By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director


By:	/s/ Irja R Otsa
	Name:	Irja R Otsa
	Title:	Associate Director


USAA HIGH YIELD OPPORTUNITIES FUND, as a Lender
By:	/s/ Clifford A. Coladson
	Name:	Clifford A. Coladson
	Title:	Vice President


		WhiteHorse I, Ltd., as a Lender
		By:		WhiteHorse Capital Partners, L.P. as Collateral Manager
		By		WhiteRock Asset Advisor, LLC, its G.P.

		By:		/s/ Ethan M. Underwood Name: Ethan M. Underwood, CFA
				Title: Portfolio Manager


		WhiteHorse II, Ltd., as a Lender
		By:		WhiteHorse Capital Partners, L.P. as Collateral Manager
		By		WhiteRock Asset Advisor, LLC, its G.P.

		By:		/s/ Ethan M. Underwood Name: Ethan M. Underwood, CFA
				Title: Portfolio Manager


		WhiteHorse Credit Master Fund, L.P., as a Lender
		By:		WhiteHorse Credit Advisors, LLC
		Its:		General Partner

		By:		/s/ Ethan Underwood Name: Ethan Underwood
				Its: Manager

/s/ Seth Brufsky

Seth Brufsky

Vice President