SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT
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SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this "Second
Amendment"), dated as of April 29, 2005, among FAIRPOINT COMMUNICATIONS, INC., a
Delaware corporation (the "Borrower"), various Lenders party to the Credit
Agreement referred to below, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Administrative Agent (in such capacity, the "Administrative Agent"). All
capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.
W I T N E S S E T H:
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WHEREAS, the Borrower, various lenders from time to time party
thereto (the "Lenders"), Bank of America, N.A., as Syndication Agent, CoBank,
ACB, and General Electric Capital Corporation, as Co-Documentation Agents, and
the Administrative Agent are parties to a Credit Agreement, dated as of February
8, 2005 (the "Credit Agreement"); and
WHEREAS, subject to the terms and conditions of this Second
Amendment, the parties hereto wish to amend or otherwise modify certain
provisions of the Credit Agreement and the Lenders wish to grant a consent to
certain provisions of the Credit Agreement, in each case as herein provided;
NOW, THEREFORE, IT IS AGREED:
I. Amendment and Consent to Credit Agreement.
1. Section 3.02(A)(e) of the Credit Agreement is hereby amended
by deleting the text "Section 6.01(e)" in each place it appears in said Section
and inserting the text "Section 6.01(d) or (e), as the case may be," in lieu
thereof.
2. Section 6.01(d) of the Credit Agreement is hereby amended by
(i) inserting the text "(x)" immediately after the text "6.01(b)," appearing in
said Section and (ii) inserting the following text prior to the period at the
end of said Section:
"and (y) the amount of Dividends, if any, that the Borrower intends to
pay on the immediately succeeding date on which the Borrower's dividend
policy provides for Dividends to be paid by the Borrower on the Borrower
Common Stock".
3. Section 6.01(e) of the Credit Agreement is hereby amended by
deleting said Section in its entirety and inserting the following new Section
6.01(e) in lieu thereof:
"(e) Year-End Quarterly Compliance Certificate. Within 60 days
following the end of the last fiscal quarter of each fiscal year of the
Borrower, a certificate (each, a "Year-End Quarterly Compliance
Certificate") from an Authorized Officer, which certificate shall set
forth (i) the calculations required to establish (I) the Interest
Coverage Ratio and the Leverage Ratio as of the last day of the Test
Period then last ended and (II)
the Available Cash and Cumulative Distributable Cash, in each case
determined as at the last day of the Test Period then last ended, and
(ii) the amount of Dividends, if any, that the Borrower intends to pay
on the immediately succeeding date on which the Borrower's dividend
policy provides for Dividends to be paid by the Borrower on the Borrower
Common Stock.".
4. Notwithstanding anything to the contrary contained in Section
6.10(a)(iv) and (ix) of the Credit Agreement, in connection with (and only with)
any Permitted Acquisition consummated prior to June 30, 2005, the Borrower shall
not be required to (x) demonstrate compliance with the covenant contained in
Section 7.11 for the Calculation Period then most recently ended as otherwise
required by said Section 6.10(a)(iv) or (y) include calculations of compliance
with (and only with) such covenant in any officers' certificate delivered
pursuant to Section 6.10(a)(ix).
5. Section 7.09(a)(iii) of the Credit Agreement is hereby amended
by deleting said Section in its entirety and inserting the following new Section
7.09(a)(iii) in lieu thereof:
"(iii) the Borrower may declare and pay Dividends to the holders
of Borrower Common Stock (including by way of the repurchase of
outstanding shares of Borrower Common Stock) in an amount not to exceed
the amount of Cumulative Distributable Cash (determined as of the
Dividend Calculation Date); provided that no such Dividend shall be made
(v) prior to the date of the delivery of the Quarterly Compliance
Certificate for the fiscal quarter of the Borrower ended June 30, 2005,
(w) if a Default or Event of Default exists on the respective Dividend
Calculation Date or would exist immediately after giving effect to the
making of such Dividend, (x) if a Dividend Suspension Period is in
effect on the respective Dividend Calculation Date, (y) if the Minimum
Liquidity Condition is not satisfied on the respective Dividend
Calculation Date (before and after giving effect to the respective
Dividend) and (z) in the case of a payment of a Dividend, unless the
Borrower shall have delivered an officer's certificate on the respective
Dividend Calculation Date certifying that the Cumulative Distributable
Cash on such date (after giving effect to all prior and contemporaneous
adjustments thereto, except as a result of such Dividend) exceeds the
aggregate amount of the proposed Dividend;".
6. Section 7.09(a) of the Credit Agreement is hereby further
amended by deleting clause (xvi) of said Section in its entirety and inserting
the following new clause (xvi) in lieu thereof:
"(xvi) so long as (x) no Default or Event of Default then exists
or would exist immediately after giving effect thereto and (y) the
Minimum Liquidity Condition is satisfied at such time, the Borrower may
(I) at any time prior to the 70th day following the Initial Borrowing
Date, make a one-time payment of cash Dividends on then outstanding
shares of Borrower Common Stock of $0.22543 per share of Borrower Common
Stock (which based on the number of outstanding shares of Borrower
Common Stock as of the Initial Borrowing Date equates to approximately
$7,800,000) and (II) at any time after June 30, 2005 and on or prior to
July 30, 2005, make a one-time payment of cash Dividends on then
outstanding shares of Borrower Common Stock of approximately
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$0.3978 per share of Borrower Common Stock (which based on the number of
outstanding shares of Borrower Common Stock as of the Initial Borrowing
Date equates to approximately $14,000,000);".
7. The definition of "Cumulative Distributable Cash" appearing in
Section 9 of the Credit Agreement is hereby amended by inserting the text "(and,
prior to the application thereof to the payment of Dividends and without
duplication, the aggregate amount of cash paid over to the paying agent by the
Borrower for the payment of Dividends on Borrower Common Stock on a given
Dividend Calculation Date)" immediately after the text "on the Borrower Common
Stock" appearing in sub-clause (ii) of said definition.
8. The definition of "Dividend Suspension Period" appearing in
Section 9 of the Credit Agreement is hereby amended by deleting the text
"Section 6.01(e)" appearing in said Section and inserting the text "Section
6.01(d) or (e), as the case may be," in lieu thereof.
9. Section 9 of the Credit Agreement is hereby further amended by
(i) deleting the definition of "Quarterly Compliance Certificate" appearing in
said Section and (ii) inserting the following new definitions in lieu thereof:
"Dividend Calculation Date" shall mean (i) in the case of a
declaration of any Dividend, the date of the declaration of such
Dividend and (ii) in the case of a payment of any Dividend, the Business
Day preceding the date of the payment of such Dividend.
"Quarterly Compliance Certificate" shall mean (i) any Year-End
Quarterly Compliance Certificate and (ii) any certificate delivered
pursuant to Section 6.01(d) in respect of any fiscal quarter of the
Borrower (commencing with the first full fiscal quarter of the Borrower
ending after the Initial Borrowing Date).
"Year-End Quarterly Compliance Certificate" shall have the
meaning provided in Section 6.01(e).
II. Miscellaneous Provisions.
1. In order to induce the Lenders to enter into this Second
Amendment, the Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Second
Amendment Effective Date (as defined below), both immediately before and
immediately after giving effect thereto; and
(b) all of the representations and warranties contained in the
Credit Agreement and the other Credit Documents are true and correct in
all material respects on the Second Amendment Effective Date both
immediately before and immediately after giving effect thereto, with the
same effect as though such representations and warranties had been made
on and as of the Second Amendment Effective Date (it being understood
that any representation or warranty made as of a specific date shall be
true and correct in all material respects as of such specific date).
-3-
2. This Second Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
3. This Second Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Administrative Agent.
4. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK (WITHOUT GIVING REGARD TO ANY CONFLICTS OF LAWS
PROVISIONS THEREOF).
5. This Second Amendment shall become effective on the date (the
"Second Amendment Effective Date") when each of the Borrower and the Lenders
constituting the Required Lenders shall have signed a counterpart hereof
(whether the same or different counter parts) and shall have delivered
(including by way of facsimile transmission) the same to White & Case LLP, 1155
Avenue of the Americas, New York, NY 10036, attention: May Yip (facsimile
number: 212-354-8113 / email address: myip@whitecase.com).
6. The Borrower hereby covenants and agrees, so long as the
Second Amendment Effective Date occurs, to pay to each Lender which has executed
and delivered to the Administrative Agent (or its designee) a counterpart hereof
by the later to occur of (x) 2:00 P.M. (New York time) on April 29, 2005 and (y)
2:00 P.M. (New York time) on the Second Amendment Effective Date (such later
date, the "Outside Date"), a non-refundable cash amendment fee equal to 0.05% of
the sum of (i) each such Lender's Revolving Commitment as in effect on the
Second Amendment Effective Date and (ii) the aggregate outstanding principal
amount of its Term Loans immediately prior to the Second Amendment Effective
Date, which fee shall not be subject to counterclaim or set-off for, or be
otherwise affected by, any claim or dispute relating to any other matter and
shall be paid by the Borrower to the Administrative Agent for distribution to
the applicable Lenders on the second Business Day following the Outside Date.
7. From and after the Second Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
modified hereby.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Second Amendment as of the date
first above written.
FAIRPOINT COMMUNICATIONS, INC.
By: Timothy W. Henry
-----------------
Name: Timothy W. Henry
Title: Vice President of Finance
and Treasurer
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Individually and as Administrative Agent
By: Anca Trifan
------------
Name: Anca Trifan
Title: Director
By: Gregory Shefrin
----------------
Name: Gregory Shefrin
Title: Director
BANK OF AMERICA, N.A., Individually and as
Syndication Agent
By: Robert Klawinksi
-----------------
Name: Robert Klawinski
Title: Senior Vice President
COBANK, ACB, Individually and as
Co-Documentation Agent
By: Rick Freeman
-------------
Name: Rick Freeman
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
Individually and as Co-Documentation Agent
By: Matthew A. Toth, III
---------------------
Name: Matthew A. Toth, III
Title: Authorized Signatory
SIGNATURE PAGE TO THE SECOND AMENDMENT TO
CREDIT AGREEMENT, DATED AS OF APRIL 29,
2005, AMONG FAIRPOINT COMMUNICATIONS, INC.,
THE LENDERS FROM TIME TO TIME PARTY TO THE
CREDIT AGREEMENT AND DEUTSCHE BANK TRUST
COMPANY AMERICAS, AS ADMINISTRATIVE AGENT
SUNAMERICA LIFE INSURANCE COMPANY
By: AIG Global Investment Corp.,
Its Investment Advisor
By: /s/ W. Jeffrey Baxter
--------------------
Name: W. Jeffrey Baxter
Title: Vice President
GALAXY CLO 2003-1, LTD.
By: AIG Global Investment Corp.,
Its Investment Advisor
By: /s/ W. Jeffrey Baxter
-------------------
Name: W. Jeffrey Baxter
Title: Vice President
GALAXY III CLO, LTD.
By: AIG Global Investment Corp.,
Its Investment Advisor
By: /s/ W. Jeffrey Baxter
-------------------
Name: W. Jeffrey Baxter
Title: Vice President
GALAXY IV CLO, LTD.
By: AIG Global Investment Corp.,
Its Investment Advisor
By: /s/ W. Jeffrey Baxter
--------------------
Name: W. Jeffrey Baxter
Title: Vice President
SUNAMERICA SENIOR FLOATING RATE FUND
By: AIG Global Investment Corp.,
Its Investment Sub-Advisor
By: /s/ W. Jeffrey Baxter
--------------------
Name: W. Jeffrey Baxter
Title: Vice President
KZH SOLEIL LLC
By: /s/ Hi Hua
----------
Name: Hi Hua
Title: Authorized Agent
KZH SOLEIL-2 LLC
By: /s/ Hi Hua
----------
Name: Hi Hua
Title: Authorized Agent
LANDMARK V CDO LIMITED
By: Aladdin Capital Management, LLC,
as Manager
By: /s/ John J. D'Angelo
--------------------
Name: John J. D'Angelo
Title: Authorized Signatory
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
LANDMARK III CDO LIMITED
By: Aladdin Capital Management, LLC,
as Manager
By: /s/ John J. D'Angelo
--------------------
Name: John J. D'Angelo
Title: Authorized Signatory
LANDMARK CDO LIMITED
By: Aladdin Capital Management, LLC,
as Manager
By: /s/ John J. D'Angelo
--------------------
Name: John J. D'Angelo
Title: Authorized Signatory
WB LOAN FUNDING 1, LLC
By: /s/ Diana M. Himes
------------------
Name: Diana M. Himes
Title: Associate
PACIFICA CDO II, LTD.
By: /s/ An Pham, Jr.
----------------
Name: An Pham, Jr.
Title: Vice President
NEW ALLIANCE GLOBAL CDO, LIMITED
By: Alliance Capital Management L.P.,
as Sub-Adviser
By: Alliance Capital Management Corporation,
as General Partner
By: /s/ Nantha K. Suppiah
---------------------
Name: Nantha K. Suppiah
Title: Vice President
ACM INCOME FUND, INC.
By: /s/ Nantha K. Suppiah
---------------------
Name: Nantha K. Suppiah
Title: Vice President
IDS LIFE INSURANCE COMPANY
By: American Express Asset Management Group,
Inc., as Collateral Manager
By: /s/ Yvonne E. Stevens
---------------------
Name: Yvonne E. Stevens
Title: Managing Director
AMERICAN EXPRESS CERTIFICATE COMPANY
By: American Express Asset Management Group,
Inc., as Collateral Manager
By: /s/ Yvonne E. Stevens
---------------------
Name: Yvonne E. Stevens
Title: Managing Director
CENTURION CDO VII, LTD.
By: American Express Asset Management Group,
Inc., as Collateral Manager
By: /s/ Robin C. Stancil
--------------------
Name: Robin C. Stancil
Title: Supervisor, Fixed Income
Support Team
CENTURION CDO VI, LTD.
By: American Express Asset Management Group,
Inc., as Collateral Manager
By: /s/ Robin C. Stancil
--------------------
Name: Robin C. Stancil
Title: Supervisor, Fixed Income
Support Team
CENTURION CDO 9, LTD.
By: American Express Asset Management Group,
Inc., as Collateral Manager
By: /s/ Robin C. Stancil
--------------------
Name: Robin C. Stancil
Title: Supervisor, Fixed Income
Support Team
CENTURION CDO 8, LTD.
By: American Express Asset Management Group,
Inc., as Collateral Manager
By: /s/ Robin C. Stancil
--------------------
Name: Robin C. Stancil
Title: Supervisor, Fixed Income
Support Team
CENTURION CDO II, LTD.
By: American Express Asset Management Group,
Inc., as Collateral Manager
By: /s/ Robin C. Stancil
--------------------
Name: Robin C. Stancil
Title: Supervisor, Fixed Income
Support Team
AVENUE CLO FUND, LIMITED
By: /s/ Richard D'Addario
---------------------
Name: Richard D'Addario
Title: Senior Portfolio Manager
BABSON CLO LTD. 2004-I
BABSON CLO LTD. 2004-II
BABSON CLO LTD. 2005-I
SUFFIELD CLO, LIMITED
TRYON CLO LTD. 2000-I
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 Advisor
By: /s/ David P. Wells
--------------------
Name: David P. Wells, CFA
Title: Managing Director
SIMSBURY CLO, LIMITED
By: Babson Capital Management LLC,
under delegated authority from Massachusetts
Mutual LifeInsurance Company as Collateral
Manager
By: /s/ David P. Wells
--------------------
Name: David P. Wells, CFA
Title: Managing Director
BALLANTYNE FUNDING LLC
By: /s/ Meredith J. Koslick
-----------------------
Name: Meredith J. Koslick
Title: Assistant Vice President
BANK OF MONTREAL
By: HIM Monegy, Inc.
as Agent
By: /s/ Piper Kerr
--------------
Name: Piper Kerr
Title: Vice President
BRAYMOOR & CO.
By: Bear Stearns Asset Management, Inc.,
as its attorney-in-fact
By: /s/ Jonathan Berg
-----------------
Name: Jonathan Berg
Title: Associate Director
BEAR STEARNS LOAN TRUST
By: Bear Stearns Asset Management, Inc.,
as its attorney-in-fact
By: /s/ Jonathan Berg
-----------------
Name: Jonathan Berg
Title: Associate Director
BEAR STEARNS INSTITUTIONAL LOAN MASTER FUND,
LTD.
By: Bear Stearns Asset Management Inc.,
as its Investment Manager
By: /s/ Jonathan Berg
-----------------
Name: Jonathan Berg
Title: Associate Director
BLACKROCK GLOBAL FLOATING RATE INCOME TRUST
BLACKROCK LIMITED DURATION INCOME TRUST
BLACKROCK SENIOR INCOME SERIES
BLACKROCK SENIOR INCOME SERIES II
MAGNETITE IV CLO, LIMITED
MAGNETITE V CLO, LIMITED
SENIOR LOAN PORTFOLIO
By: /s/ Tom Colwell
---------------
Name: Tom Colwell
Title: Authorized Signatory
FBS CBNA LOAN FUNDING LLC
By: /s/ Greg Bresner
----------------
Name: Greg Bresner
Title:
CALLIDUS DEBT PARTNERS CLO FUND III LTD.
By: Callidus Capital Management, LLC,
as its Collateral Manager
By: /s/ Wayne Mueller
-----------------
Name: Wayne Mueller
Title: Senior Managing Director
WHITNEY CLO I
By: Centre Pacific,
its Manager
By: /s/ John M. Casparian
---------------------
Name: John M. Casparian
Title: Chief Operating Officer
ECL FUNDING LLC for itself or as agent for
ECL2 FUNDING LLC
By: /s/ Janet Haack
---------------
Name: Janet Haack
Title: Attorney-in Fact
CALDI FUNDING LLC
By: /s/ Meredith J. Koslick
-----------------------
Name: Meredith J. Koslick
Title: Assistant Vice President
CIT LENDING SERVICES CORPORATION
By: /s/ Michael V. Monahan
----------------------
Name: Michael V. Monahan
Title: Vice President
EAGLE MASTER FUND LTD.
By: Citigroup Alternative Investments.,
as Investment Manager for and on behalf of
Eagle Master Fund Ltd.
By: /s/ Daniel Slotkin
------------------
Name: Daniel A. Slotkin
Title: Director
CITIGROUP INVESTMENTS CORPORATE LOAN FUND
INC.
By: Travelers Asset Management International
Company LLC,
By: /s/ Daniel Slotkin
------------------
Name: Daniel A. Slotkin
Title: Director
MADISON PARK FUNDING I, LTD.
By: /s/ David H. Lerner
-------------------
Name: David H. Lerner
Title: Authorized Signatory
ATRIUM IV
By: /s/ David H. Lerner
-------------------
Name: David H. Lerner
Title: Authorized Signatory
CSAM FUNDING I
By: /s/ David H. Lerner
-------------------
Name: David H. Lerner
Title: Authorized Signatory
ATRIUM CDO
By: /s/ David H. Lerner
-------------------
Name: David H. Lerner
Title: Authorized Signatory
HEWETT'S ISLAND CLO II, LTD.
By: Cypress Tree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ John A. Frabotta
--------------------
Name: John A. Frabotta
Title: Authorized Signatory
ACCESS INSTITUTIONAL LOAN FUND
By: Deerfield Capital Management LLC,
as its Portfolio Manager
By: /s/ Mark E. Whittnebel
----------------------
Name: Mark E. Whittnebel
Title: Senior Vice President
BRYN MAWR CLO, LTD.
By: Deerfield Capital Management LLC,
as its Collateral Manager
By: /s/ Mark E. Whittnebel
----------------------
Name: Mark E. Whittnebel
Title: Senior Vice President
CUMBERLAND II CLO LTD.
By: Deerfield Capital Management LLC,
as its Collateral Manager
By: /s/ Mark E. Whittnebel
----------------------
Name: Mark E. Whittnebel
Title: Senior Vice President
FOREST CREEK CLO, LTD.
By: Deerfield Capital Management LLC,
as its Collateral Manager
By: /s/ Mark E. Whittnebel
----------------------
Name: Mark E. Whittnebel
Title: Senior Vice President
LONG GROVE CLO, LIMITED
By: Deerfield Capital Management LLC,
as its Collateral Manager
By: /s/ Mark E. Whittnebel
----------------------
Name: Mark E. Whittnebel
Title: Senior Vice President
MARKET SQUARE CLO, LTD.
By: Deerfield Capital Management LLC,
as its Collateral Manager
By: /s/ Mark E. Whittnebel
----------------------
Name: Mark E. Whittnebel
Title: Senior Vice President
ROSEMONT CLO, LTD.
By: Deerfield Capital Management LLC,
as its Collateral Manager
By: /s/ Mark E. Whittnebel
----------------------
Name: Mark E. Whittnebel
Title: Senior Vice President
DEERFIELD OPPORTUNITY FUND
By: /s/ Mark E. Whittnebel
----------------------
Name: Mark E. Whittnebel
Title: Senior Vice President
MUIRFIELD TRADING LLC
By: /s/ Meredith J. Koslick
-----------------------
Name: David H. Lerner
Title: Assistant Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By: /s/ Michael B. Botthof
----------------------
Name: Michael B. Botthof
Title: Vice President
EATON VANCE SENIOR INCOME TRUST
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
----------------------
Name: Michael B. Botthof
Title: Vice President
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
----------------------
Name: Michael B. Botthof
Title: Vice President
EATON VANCE CDO III, LTD.
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
----------------------
Name: Michael B. Botthof
Title: Vice President
CONSTANTINUS EATON VANCE CDO V, LTD.
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
----------------------
Name: Michael B. Botthof
Title: Vice President
EATON VANCE CDO VI LTD.
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
----------------------
Name: Michael B. Botthof
Title: Vice President
GRAYSON & CO.
By: Boston Management and Research,
as Investment Advisor
By: /s/ Michael B. Botthof
----------------------
Name: Michael B. Botthof
Title: Vice President
BIG SKY SENIOR LOAN FUND, LTD.
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
----------------------
Name: Michael B. Botthof
Title: Vice President
THE NORINCHUKIN BANK, NEW YORK BRANCH
through State Street Bank and Trust Company
N.A. as Fiduciary Custodian
By: Eaton Vance Management,
Attorney-in-Fact
By: /s/ Michael B. Botthof
----------------------
Name: Michael B. Botthof
Title: Vice President
BIG SKY II SENIOR LOAN TRUST
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
----------------------
Name: Michael B. Botthof
Title: Vice President
EATON VANCE VT FLOATING-RATE INCOME FUND
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
----------------------
Name: Michael B. Botthof
Title: Vice President
EATON VANCE LIMITED DURATION INCOME FUND
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
----------------------
Name: Michael B. Botthof
Title: Vice President
EATON VANCE SENIOR FLOATING-RATE TRUST
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
----------------------
Name: Michael B. Botthof
Title: Vice President
EATON VANCE FLOATING-RATE INCOME TRUST
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
----------------------
Name: Michael B. Botthof
Title: Vice President
EATON VANCE SHORT DURATION DIVERSIFIED
INCOME FUND
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
----------------------
Name: Michael B. Botthof
Title: Vice President
FEDERAL LAND BANK ASSOCIATION OF TEXAS, FLCA
By: /s/ James R. Isenhower
----------------------
Name: James R. Isenhower
Title: Chief Executive Officer
FLAGSHIP CLO II
By: Flagship Capital Management, Inc.
By: /s/ Eric S. Meyer
-----------------
Name: Eric S. Meyer
Title: Director
FLAGSHIP CLO III
By: Flagship Capital Management, Inc.
By: /s/ Eric S. Meyer
-----------------
Name: Eric S. Meyer
Title: Director
AURUM CLO 2002-I, LTD.
By: Columbia Management Advisors, Inc.,
as Investment Manager
By: /s/ Eric S. Meyer
-----------------
Name: Eric S. Meyer
Title: Vice President
FOUR CORNERS CLO 2005, LTD.
By: Four Corners Capital Management LLC,
as Collateral Manager
By: /s/ Steven Columbaro
--------------------
Name: Steven Columbaro
Title: Vice President
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/
UTILITIES DIVIDEND & INCOME FUND
By: Four Corners Capital Management LLC,
as Sub-Adviser
By: /s/ Steven Columbaro
--------------------
Name: Steven Columbaro
Title: Vice President
FRANKLIN FLOATING RATE TRUST
FRANKLIN FLOATING RATE MASTER SERIES
FRANKLIN FLOATING RATE DAILY ACCESS FUND
FRANKLIN CLO I, LTD.
FRANKLIN CLO II, LTD.
FRANKLIN CLO III, LTD.
FRANKLIN CLO IV, LTD.
By: /s/ Tyler Chan
--------------
Name: Tyler Chan
Title: Vice President
GOLDMAN SACHS CREDIT PARTNERS L.P.
By: /s/ Stephen King
----------------
Name: Stephen King
Title: Authorized Signatory
GULF STREAM-COMPASS CLO 2005-1 LTD.
By: Gulf Stream Asset Management LLC,
as Collateral Manager
By: /s/ Barry K. Love
-----------------
Name: Barry K. Love
Title: Chief Credit Officer
BUSHNELL CBNA LOAN FUNDING LLC, for
itself or as agent for BUSHNELL CFPI LOAN
FUNDING LLC
By: /s/ Janet Haack
---------------
Name: Janet Haack
Title: Attorney-in-Fact
STEDMAN CBNA LOAN FUNDING LLC, for
itself or as agent for STEDMAN CFPI LOAN
FUNDING LLC
By: /s/ Janet Haack
---------------
Name: Janet Haack
Title: Attorney-in-Fact
PIONEER FLOATING RATE TRUST
By: Highland Capital Management, L.P.,
its Sub-Adviser
By: /s/ Mark Okada
--------------
Name: Mark Okada
Title: Chief Investment Officer
HIGHLAND FLOATING RATE ADVANTAGE FUND
By: Highland Capital Management, L.P.,
its Investment Adviser
By: /s/ Mark Okada
--------------
Name: Mark Okada
Title: Chief Investment Officer
HIGHLAND FLOATING RATE LIMITED LIABILITY
COMPANY
By: Highland Capital Management, L.P.,
its Investment Adviser
By: /s/ Mark Okada
--------------
Name: Mark Okada
Title: Chief Investment Officer
LOAN STAR STATE TRUST
By: Highland Capital Management, L.P.,
its Investment Manager
By: Strand Advisors, Inc.
its General Partner
By: /s/ David Lancelot
------------------
Name: David Lancelot
Title: Treasurer, Highland Capital
Management, L.P.
SOUTHFORK CLO, LTD.
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ David Lancelot
------------------
Name: David Lancelot
Title: Treasurer
LOAN FUNDING IV, LLC
By: Highland Capital Management, L.P.,
as Portfolio Manager
By: /s/ David Lancelot
------------------
Name: David Lancelot
Title: Treasurer
LOAN FUNDING VII, LLC
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ David Lancelot
------------------
Name: David Lancelot
Title: Treasurer
HIGHLAND OFFSHORE PARTNERS, L.P.
By: Highland Capital Management, L.P.,
as General Partner
By: /s/ David Lancelot
------------------
Name: David Lancelot
Title: Treasurer
ALZETTE EUROPEAN CLO S.A.
By: INVESCO Senior Secured Management, Inc.
as Collateral Manager
By: /s/ Scott Baskind
-----------------
Name: Scott Baskind
Title: Authorized Signatory
AVALON CAPITAL LTD. 3
By: INVESCO Senior Secured Management, Inc.
as Asset Manager
By: /s/ Scott Baskind
-----------------
Name: Scott Baskind
Title: Authorized Signatory
CHAMPLAIN CLO, LTD.
By: INVESCO Senior Secured Management, Inc.
as Collateral Manager
By: /s/ Scott Baskind
-----------------
Name: Scott Baskind
Title: Authorized Signatory
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
as Investment Advisor
By: /s/ Scott Baskind
-----------------
Name: Scott Baskind
Title: Authorized Signatory
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management, Inc.
as Investment Adviser
By: /s/ Scott Baskind
-----------------
Name: Scott Baskind
Title: Authorized Signatory
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management, Inc.
as Sub-Adviser
By: /s/ Scott Baskind
-----------------
Name: Scott Baskind
Title: Authorized Signatory
INVESCO EUROPEAN CDO I S.A.
By: INVESCO Senior Secured Management, Inc.
as Collateral Manager
By: /s/ Scott Baskind
-----------------
Name: Scott Baskind
Title: Authorized Signatory
LOAN FUNDING IX, LLC for itself or as agent
for Corporate Loan Funding IX LLC
By: INVESCO Senior Secured Management, Inc.
as Portfolio Manager
By: /s/ Scott Baskind
-----------------
Name: Scott Baskind
Title: Authorized Signatory
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management, Inc.
as Collateral Manager
By: /s/ Scott Baskind
-----------------
Name: Scott Baskind
Title: Authorized Signatory
PETRUSSE EUROPEAN CLO S.A.
By: INVESCO Senior Secured Management, Inc.
as Collateral Manager
By: /s/ Scott Baskind
-----------------
Name: Scott Baskind
Title: Authorized Signatory
SAGAMORE CLO LTD.
By: INVESCO Senior Secured Management, Inc.
as Collateral Manager
By: /s/ Scott Baskind
-----------------
Name: Scott Baskind
Title: Authorized Signatory
SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management, Inc.
As Asset Manager
By: /s/ Scott Baskind
----------------
Name: Scot Baskind
Title: Authorized Signatory
VICTORIA FALLS CLO LTD.
By: /s/ Mark O. Senkdirl
-------------------
Name: Mark O. Senkdirl
Title: Managing Director
KKR FINANCIAL CLO 2005-1
By: /s/ Kim Masters
--------------
Name: Kim Masters
Title: Authorized Signatory
LONGHORN CDO III, LTD.
By: Merrill Lynch Investment Manager L.P.
as Collateral Agent
By: /s/ Illegible
------------
Name:
Title:
DIVERSIFIED INCOME STRATEGIES PORTFOLIO,
INC.
By: /s/ Illegible
------------
Name:
Title:
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Jim Dinger
-------------
Name: Jim Dingler
Title: Director
VENTURE CDO 2002, LIMITED
By: MJX Asset Management, LLC, Its
Investment Advisor
By: /s/ Martin Davey
---------------
Name: Martin Davey
Title: Managing Director
VENTURE II CDO 2002, LIMITED
By: MJX Asset Management, LLC, Its
Investment Advisor
By: /s/ Martin Davey
---------------
Name: Martin Davey
Title: Managing Director
VENTURE III CDO LIMITED
By: MJX Asset Management, LLC, Its
Investment Advisor
By: /s/ Martin Davey
---------------
Name: Martin Davey
Title: Managing Director
VENTURE IV CDO LIMITED
By: MJX Asset Management, LLC, Its
Investment Advisor
By: /s/ Martin Davey
---------------
Name: Martin Davey
Title: Managing Director
VISTA LEVERAGED INCOME FUND
By: MJX Asset Management, LLC, Its
Investment Advisor
By: /s/ Martin Davey
---------------
Name: Martin Davey
Title: Managing Director
MORGAN STANLEY
By: /s/ Daniel Twengo
-----------------
Name: Daniel Twengo
Title: Vice President
NCRAM LOAN TRUST
By: Nomoru Corporate Research and Asset
Management Inc. as Collateral Manager
By: /s/ Elizabeth MacLean
---------------------
Name: Elizabeth MacLean
Title: Director
CLYDESDALE STRATEGIC CLO I, LTD.
By: Nomoru Corporate Research and Asset
Management Inc. as Collateral Manager
By: /s/ Elizabeth MacLean
---------------------
Name: Elizabeth MacLean
Title: Director
CLYDESDALE 2003 CLO LTD.
By: Nomoru Corporate Research and Asset
Management Inc. as Collateral Manager
By: /s/ Elizabeth MacLean
---------------------
Name: Elizabeth MacLean
Title: Director
NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND
By: /s/ Curt Stein
------------------------------
Name: Curt Stein
Title:
NUVEEN FLOATING RATE INCOME FUND
By: /s/ Curt Stein
------------------------------
Name: Curt Stein
Title:
NUVEEN SENIOR INCOME FUND
By: /s/ Curt Stein
-------------------------------
Name: Curt Stein
Title:
SMBC MVI SPC, ON BEHALF OF AND FOR THE
ACCOUNT OF SEGREGATED PORTFOLIO NO. 1
By: Oak Hill Seprate Account Management I,
LLC AS INVESTMENT MANAGER
By: /s/ Scott D. Krase
------------------
Name: Scott D. Krase
Title: Authorized Person
OAK HILL CREDIT PARTNERS IV, LIMITED
By: Oak Hill CLO Management IV, LLC AS
INVESTMENT MANAGER
By: /s/ Scott D. Krase
------------------
Name: Scott D. Krase
Title: Authorized Person
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 Person
OAK HILL CREDIT PARTNERS III, LIMITED
By: Oak Hill CLO Management IIII, LLC AS
INVESTMENT MANAGER
By: /s/ Scott D. Krase
------------------
Name: Scott D. Krase
Title: Authorized Person
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 Person
OPPENHEIMER SENIOR FLOATING RATE FUND
By: /s/ David Foxhoven
------------------
Name: David Foxhoven
Title: Vice President
PPM MONARCH BAY FUNDING LLC
By: /s/ Meredith J. Koslick
-----------------------
Name: Meredith J. Koslick
Title: Assistant Vice President
PPM SPYGLASS FUNDING TRUST
By: /s/ Meredith J. Koslick
-----------------------
Name: Meredith J. Koslick
Title: Assistant Vice President
VERITAS CLO I, LTD.
By: /s/ John Randolph Watkins
-------------------------
Name: John Randolph Watkins
Title: Executive Director
PROSPERO CLO I B V
By: /s/ John Randolph Watkins
-------------------------
Name: John Randolph Watkins
Title: Executive Director
BOSTON HARBOR CLO 2004-1, Ltd.
By: /s/ Beth Mazor
--------------
Name: Beth Mazor
Title: Vice President
PUTNAM FLOATING RATE INCOME TRUST
By: /s/ Beth Mazor
--------------
Name: Beth Mazor
Title: Vice President
PUTNAM DIVERSIFIED INCOME TRUST
By: /s/ Beth Mazor
--------------
Name: Beth Mazor
Title: Vice President
PUTNAM MASTER INTERMEDIATE INCOME TRUST
By: /s/ Beth Mazor
--------------
Name: Beth Mazor
Title: Vice President
PUTNAM PREMIER INCOME TRUST
By: /s/ Beth Mazor
--------------
Name: Beth Mazor
Title: Vice President
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
FOX BASIN CLO 2003, LTD.
By: Royal Bank of Canada,
as Collateral Agent
By: /s/ Melissa Marano
------------------
Name: Melissa Marano
Title: Authorized Signatory
LOAN FUNDING XI LLC
By: Sankaty Advisors, LLC,
as Collateral Manager
By: /s/ Diane J. Exter
------------------
Name: Diane J. Exter
Title: Managing Director and
Portfolio Manager
AVERY POINT CLO, LTD.
By: Sankaty Advisors, LLC,
as Collateral Manager
By: /s/ Diane J. Exter
------------------
Name: Diane J. Exter
Title: Managing Director and
Portfolio Manager
RACE POINT CLO, LIMITED
By: Sankaty Advisors, LLC,
as Collateral Manager
By: /s/ Diane J. Exter
------------------
Name: Diane J. Exter
Title: Managing Director and
Portfolio Manager
RACE POINT II CLO, LIMITED
By: Sankaty Advisors, LLC,
as Collateral Manager
By: /s/ Diane J. Exter
------------------
Name: Diane J. Exter
Title: Managing Director and
Portfolio Manager
CASTLE HILL I - INGOTS, LIMITED
By: Sankaty Advisors, LLC,
as Collateral Manager
By: /s/ Diane J. Exter
------------------
Name: Diane J. Exter
Title: Managing Director and
Portfolio Manager
CASTLE HILL II - INGOTS, LIMITED
By: Sankaty Advisors, LLC,
as Collateral Manager
By: /s/ Diane J. Exter
------------------
Name: Diane J. Exter
Title: Managing Director and
Portfolio Manager
CASTLE HILL III CLO, LIMITED
By: Sankaty Advisors, LLC,
as Collateral Manager
By: /s/ Diane J. Exter
------------------
Name: Diane J. Exter
Title: Managing Director and
Portfolio Manager
SKY CBNA LOAN FUNDING LLC
By: /s/ Karen Kovan
---------------
Name: Karen Kovan
Title: Assistant Vice President
HARBOUR TOWN FUNDING LLC
By: /s/ Meredith J. Koslick
-----------------------
Name: Meredith J. Koslick
Title: Assistant Vice President
XL RE LTD.
By: Stanfield Capital Partners, LLC
as its Asset Manager
By: /s/ Christopher A. Bondy
-------------------------------
Name: Christopher A. Bondy
Title: Partner
STANFIELD VANTAGE CLO, LTD.
By: Stanfield Capital Partners, LLC,
as its Asset Manager
By: /s/ Christopher A. Bondy
-------------------------------
Name: Christopher A. Bondy
Title: Partner
WINDSOR LOAN FUNDING, LIMITED
By: Stanfield Capital Partners LLC,
as its Investment Manager
By: /s/ Christopher A. Bondy
------------------------
Name: Christopher A. Bondy
Title: Partner
GRANITE VENTURES I, LTD.
By: Stone Tower Debt Advisors,
as its collateral manager
By: /s/ W. Anthony Edson
--------------------
Name: W. Anthony Edson
Title: Authorized Signatory
STONE TOWER CLO II
By: Stone Tower Debt Advisors,
as its collateral manager
By: /s/ W. Anthony Edson
--------------------
Name: W. Anthony Edson
Title: Authorized Signatory
STONE TOWER CLO III LTD.
By: Stone Tower Debt Advisors,
as its collateral manager
By: /s/ W. Anthony Edson
--------------------
Name: W. Anthony Edson
Title: Authorized Signatory
TRS CALLISTO, LLC
By: /s/ Alice Wagner
----------------
Name: Alice Wagner
Title: Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Jennifer Loew
-----------------
Name: Jennifer Loew
Title: Associate