2005 Form 10-K

Exhibit 10.1.1.7

EXECUTION COPY

FOURTH AMENDMENT

          FOURTH AMENDMENT (this “Amendment”), dated as of February 28, 2007, to the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among (i) CALPINE CORPORATION (the “Borrower”), (ii) the subsidiaries of the Borrower named therein (the “Guarantors”), (iii) CREDIT SUISSE SECURITIES (USA) LLC and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as joint syndication agents (in such capacities, collectively, the “Syndication Agents”), (iv) DEUTSCHE BANK TRUST COMPANY AMERICAS (“DB”), as administrative agent for the First Priority Lenders hereunder (in such capacity and including any successors, the “First Priority Agent”), (v) GENERAL ELECTRIC CAPITAL CORPORATION (including its successors, “GE Capital”), as Sub-Agent for the Revolving Lenders hereunder (in such capacity and including any successors, the “Sub-Agent”), (vi) CREDIT SUISSE (“CS”), as administrative agent for the Second Priority Term Lenders hereunder (in such capacity and including any successors, the “Second Priority Agent”), (vii) LANDESBANK HESSEN THÜRINGEN GIROZENTRALE, NEW YORK BRANCH, GE CAPITAL and HSH NORDBANK AG, NEW YORK BRANCH, as joint documentation agents for the First Priority Lenders hereunder, and BAYERISCHE LANDESBANK, GE CAPITAL and UNION BANK OF CALIFORNIA, N.A., as joint documentation agents for the Second Priority Lenders hereunder (in such capacities and including any successors, collectively, the “Documentation Agents”), and (viii) each of the financial institutions from time to time party thereto (collectively, the “Lenders”).

W I T N E S S E T H :

          WHEREAS, the Borrower, the Lenders and the Agents are parties to the Credit Agreement;

          WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement as set forth below; and

          WHEREAS, the Lenders have agreed to such requested amendments, but only upon the terms and conditions set forth herein;

          NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, and for other valuable consideration the receipt of which is hereby acknowledged, the Borrower, the Lenders and the Administrative Agents hereby agree as follows:

 2

     SECTION 1. DEFINITIONS. Unless otherwise defined herein, capitalized terms are used herein as defined in the Credit Agreement.

     SECTION 2. AMENDMENTS.

     2.1 Amendments to Section 1.1. Section 1.1 of the Credit Agreement is hereby amended by adding the following new defined terms in their appropriate alphabetical order:

     ““Fourth Amendment Effective Date”: Effective Date under and as defined in the Fourth Amendment, dated as of February 28, 2007, to this Agreement.

     “Santa Rosa Power Plant Assets”: (a) the electrical generation plant in Santa Rosa, California owned by the Borrower on the Fourth Amendment Effective Date and known as the “Santa Rosa Plant”, which plant is non-operating on the Fourth Amendment Effective Date, and (b) the assets of the Borrower reasonably necessary for, and to be used in, the operation of the plant described in clause (a) (and not otherwise reasonably necessary or used in the operations of the Borrower or any of its Subsidiaries).

     “Santa Rosa Subsidiary”: a direct Subsidiary of Calpine Energy Services, L.P. to be selected by the Borrower after the Fourth Amendment Effective Date which Subsidiary shall become a Debtor and a Loan Party prior to or concurrently with the Disposition described in Section 6.5(q)(ii) and shall have no material operations as of the Fourth Amendment Effective Date, but has received market-based rate authorization from the Federal Energy Regulatory Commission of the United States.

     “Snapping Shoals”: collectively, Snapping Shoals Electric Membership Corporation, a Georgia electric membership corporation, Central Georgia Electric Membership Corporation, a Georgia electric membership corporation, Excelsior Electric Membership Corporation, a Georgia electric membership corporation, Diverse Power Corporation, a Georgia electric membership corporation, Washington Electric Membership Corporation, a Georgia electric membership corporation, Upson Electric Membership Corporation, a Georgia electric membership corporation, and Cobb Electric Membership Corporation, a Georgia electric membership corporation.

     “Snapping Shoals PPA”: the power purchase agreement in effect as of the Fourth Amendment Effective Date between Snapping Shoals and Calpine Energy Services, L.P., as such agreement may thereafter be amended, amended and restated, restructured, assigned, assumed, supplemented or otherwise modified, and any successor power purchase agreement between Snapping Shoals and the Santa Rosa Subsidiary.”.

     2.2 Amendment to Section 6.5. Section 6.5 of the Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (o) therein, (b) deleting the period at the end of clause (p) therein and substituting in lieu thereof “; and” and (c) adding immediately after clause (p) therein new clause (q) as follows:

 3

     “(q) (i) the Disposition of the Capital Stock of the Santa Rosa Subsidiary to the Borrower or to Calpine Power Company, (ii) the Disposition (including without limitation, the contribution) of all or substantially all of the Santa Rosa Power Plant Assets to the Santa Rosa Subsidiary, (iii) prior to the Disposition described in clause (ii) above, an amendment or other modification to the Snapping Shoals PPA to provide that the source therefor may be designated as the “Santa Rosa Plant” constituting a portion of the Santa Rosa Power Plant Assets (provided that within ninety days after such Disposition, the source for the Snapping Shoals PPA shall be so designated) and (iv) if determined by the Borrower to be reasonably practicable and commercially advisable, the assumption of the Snapping Shoals PPA by Calpine Energy Services, L.P. and the assignment of the Snapping Shoals PPA thereafter to the Santa Rosa Subsidiary, provided that such assignment to the Santa Rosa Subsidiary shall occur as soon following the Disposition described in clause (ii) above as the Borrower determines is reasonably practicable and commercially advisable.”.

          2.3 Amendment to Section 6.7. Section 6.7 of the Credit Agreement is hereby amended by deleting the dollar amount “$45,000,000” in clause (l) therein and substituting in lieu thereof “$68,000,000”.

SECTION 3. CONDITIONS PRECEDENT.

          3.1 Effective Date. This Amendment shall become effective as of the date first set forth above (the “Effective Date”) following the date on which all of the following conditions have been satisfied or waived:

          (a) Execution and Delivery. The Administrative Agents shall have received counterparts of this Amendment duly executed by (A) the Borrower and the Guarantors, and (B) the Required Lenders.

          (b) Fees and Expenses. The Administrative Agents shall have received all fees and accrued expenses of the Administrative Agents (including invoiced fees and expenses of legal counsel to the Administrative Agents) required to be paid by the Borrower; and

          (c) No Default. After giving effect to this Amendment, there shall be no Default or Event of Default.

SECTION 4. GENERAL.

          4.1 Representations and Warranties. In order to induce the Administrative Agents and the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agents and the Lenders that after giving effect to this Amendment, the representations and warranties of the Borrower contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Effective Date (after giving effect hereto) as if made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date); provided that all references to the “Credit Agreement” in any Loan Document shall be and are deemed to mean the Credit Agreement as amended hereby.

 4

          4.2 Loan Document. This Amendment constitutes a Loan Document.

          4.3 GOVERNING LAW. THIS AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THIS AMENDMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE.

          4.4 Counterparts. This Amendment may be executed by the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

          4.5 Consent of Guarantors. Each of the Guarantors hereby consents to the modifications to the Credit Agreement contemplated hereby.

          4.6 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Borrower and the Guarantors and each of their respective successors and assigns, and upon the Administrative Agents and the Lenders and their successors and assigns. The execution and delivery of this Amendment by any Lender prior to the Effective Date shall be binding upon its successors and assigns and shall be effective as to any loans or commitments assigned to it after such execution and delivery.

          4.7 Limited Effect. Except as expressly modified by this Amendment, the Credit Agreement and the other Loan Documents are ratified and confirmed and are, and shall continue to be, in full force and effect in accordance with their respective terms. Each Loan Party acknowledges and agrees that such Loan Party is truly and justly indebted to the Lenders and the Administrative Agents for the Obligations, without defense, counterclaim or offset of any kind, and such Loan Party ratifies and reaffirms the validity, enforceability and binding nature of such Obligations. The Borrower acknowledges and agrees that nothing in this Amendment shall constitute an indication of the Lenders’ willingness to consent to any other amendment or waiver of any other provision of the Credit Agreement or a waiver of any Default or Event of Default not referenced in this Amendment or for any other time period.

          4.8 Headings. Section headings used in this Amendment are for convenience of reference only, are not part of this Amendment and are not to affect the constructions of, or to be taken into consideration in interpreting, this Amendment.

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

		GUARANTORS:
		AMELIA ENERGY CENTER, LP
		ANACAPA LAND COMPANY, LLC
		ANDERSON SPRINGS ENERGY COMPANY
		ANDROSCOGGIN ENERGY, INC.
		AUBURNDALE PEAKER ENERGY CENTER, LLC
		AUGUSTA DEVELOPMENT COMPANY, LLC
		AVIATION FUNDING CORP.
		BAYTOWN ENERGY CENTER, LP
		BAYTOWN POWER GP, LLC
		BAYTOWN POWER, LP
		BELLINGHAM COGEN, INC.
		BETHPAGE FUEL MANAGEMENT INC.
		BLUE HERON ENERGY CENTER, LLC
		BLUE SPRUCE HOLDINGS, LLC
		BROAD RIVER ENERGY LLC
		BROAD RIVER HOLDINGS, LLC
		CALGEN EQUIPMENT FINANCE COMPANY, LLC
		CALGEN EQUIPMENT FINANCE HOLDINGS, LLC
		CALGEN EXPANSION COMPANY, LLC
		CALGEN FINANCE CORPORATION
		CALGEN PROJECT EQUIPMENT FINANCE COMPANY ONE, LLC
		CALGEN PROJECT EQUIPMENT FINANCE COMPANY THREE, LLC
		CALGEN PROJECT EQUIPMENT FINANCE COMPANY TWO, LLC
		CALPINE ACADIA HOLDINGS, LLC
		CALPINE ADMINISTRATIVE SERVICES COMPANY, INC.
		CALPINE AGNEWS, INC.
		CALPINE AMELIA ENERGY CENTER GP, LLC
		CALPINE AMELIA ENERGY CENTER LP, LLC
		CALPINE AUBURNDALE HOLDINGS, LLC
		CALPINE BAYTOWN ENERGY

 7

		CENTER GP, LLC
		CALPINE BAYTOWN ENERGY CENTER LP, LLC
		CALPINE BETHPAGE 3 PIPELINE CONSTRUCTION COMPANY, INC.
		CALPINE BETHPAGE 3, LLC
		CALPINE C*POWER, INC.
		CALPINE CALGEN HOLDINGS, INC.
		CALPINE CALIFORNIA DEVELOPMENT COMPANY, LLC
		CALPINE CALIFORNIA ENERGY FINANCE, LLC
		CALPINE CALIFORNIA EQUIPMENT FINANCE COMPANY, LLC
		CALPINE CALISTOGA HOLDINGS, LLC
		CALPINE CENTRAL TEXAS GP, INC.
		CALPINE CENTRAL, INC.
		CALPINE CENTRAL, L.P.
		CALPINE CENTRAL-TEXAS, INC.
		CALPINE CHANNEL ENERGY CENTER GP, LLC
		CALPINE CHANNEL ENERGY CENTER LP, LLC
		CALPINE CLEAR LAKE ENERGY GP, LLC
		CALPINE CLEAR LAKE ENERGY, LP
		CALPINE COGENERATION CORPORATION
		CALPINE CORPUS CHRISTI ENERGY GP, LLC
		CALPINE CORPUS CHRISTI ENERGY, LP
		CALPINE DECATUR PIPELINE, INC.
		CALPINE DECATUR PIPELINE, L.P.
		CALPINE DIGHTON, INC.
		CALPINE EAST FUELS, INC.
		CALPINE EASTERN CORPORATION
		CALPINE ENERGY SERVICES HOLDINGS, INC.
		CALPINE FINANCE COMPANY
		CALPINE FREESTONE ENERGY GP, LLC
		CALPINE FREESTONE ENERGY, LP
		CALPINE FREESTONE, LLC
		CALPINE FUELS CORPORATION

 8

		CALPINE GAS HOLDINGS, LLC
		CALPINE GENERATING COMPANY, LLC
		CALPINE GEYSERS COMPANY, L.P.
		CALPINE GILROY 1, INC.
		CALPINE GILROY 2, INC.
		CALPINE GILROY COGEN, L.P.
		CALPINE GLOBAL SERVICES COMPANY, INC.
		CALPIRIE GORDONSVILLE GP HOLDINGS, LLC
		CALPINE GORDONSVILLE LP HOLDINGS, LLC
		CALPINE GORDONSVILLE, LLC
		CALPINE GREENLEAF HOLDINGS, INC.
		CALPINE GREENLEAF, INC.
		CALPINE HIDALGO DESIGN, L.P.
		CALPINE HIDALGO ENERGY CENTER, L.P.
		CALPINE HIDALGO HOLDINGS, INC.
		CALIPNE HIDALGO POWER GP, LLC
		CALPINE HIDALGO POWER, LP
		CALPINE HIDALGO, INC.
		CALPINE INTERNATIONAL HOLDINGS, INC.
		CALPINE INTERNATIONAL, LLC
		CALPINE INVESTMENT HOLDINGS, LLC
		CALPINE KENNEDY AIRPORT, INC.
		CALPINE KENNEDY OPERATORS INC.
		CALPINE KIA, INC.
		CALPINE LEASING INC.
		CALPINE LONG ISLAND, INC.
		CALPINE LOST PINES OPERATIONS, INC.
		CALPINC LOUISIANA PIPELINE COMPANY
		CALPINE MAGIC VALLEY PIPELINE, INC.
		CALPINE MONTEREY COGENERATION, INC.
		CALPINE MVP, INC.
		CALPINE NCTP GP, LLC
		CALPINE NCTP, LP

 9

		CALPINE NORTHBROOK
		CORPORATION OF MAINE, INC.
		CALPINE NORTHBROOK ENERGY HOLDING, LLC
		CALPINE NORTHBROOK ENERGY, LLC
		CALPINE NORTHBROOK HOLDINGS CORPORATION
		CALPINE NORTHBROOK INVESTORS, LLC
		CALPINE NORTHBROOK PROJECT HOLDINGS, LLC
		CALPINE NORTHBROOK SERVICES, LLC
		CALPINE NORTHBROOK SOUTHCOAST INVESTORS, LLC
		CALPINE NTC, LP
		CALPINE ONETA POWER I, LLC
		CALPINE ONETA POWER II LLC
		CALPINE ONETA POWER, L.P.
		CALPINE OPERATIONS MANAGEMENT COMPANY, INC.
		CALPINE PASTORIA HOLDINGS, LLC
		CALPINE PHILADELPHIA, INC.
		CALPINE PITTSBURG, LLC
		CALPINE POWER COMPANY
		CALPINE POWER EQUIPMENT LP
		CALPINE POWER MANAGEMENT, INC.
		CALPINE POWER MANAGEMENT, LP
		CALPINE POWER, INC.
		CALPINE POWERAMERICA, INC.
		CALPINE POWERAMERICA — CA, LLC
		CALPINE POWERAMERICA — CT, LLC
		CALPINE POWERAMERICA — MA, LLC
		CALPINE POWERAMERICA — ME, LLC
		CALPINE POWERAMERICA — NH, LLC
		CALPINE POWERAMERICA — NY, LLC
		CALPINE POWERAMERICA — OR, LLC
		CALPINE POWERAMERICA, LP
		CALPINE PROJECT HOLDINGS, INC.
		CALPINE PRYOR, INC.
		CALPINE RUMFORD I, INC.
		CALPINE RUMFORD, INC.
		CALPINE SCHUYLKILL, INC.
		CALPINE SISKIYOU GEOTHERMAL

 10

		PARTNERS, L.P.
		CALPINE SONORAN PIPELINE LLC
		CALPINE STONY BROOK, INC.
		CALPINE STONY BROOK OPERATORS, INC.
		CALPINE STONY BROOK POWER MARKETING, LLC
		CALPINE SUMAS, INC.
		CALPINE TCCL HOLDINGS, INC.
		CALPINE TEXAS PIPELINE GP, INC.
		CALPINE TEXAS PIPELINE LP, INC.
		CALPINE TEXAS PIPELINE, L.P.
		CALPINE TIVERTON 1, INC.
		CALPINE TIVERTON, INC.
		CALPINE ULC I HOLDING, LLC
		CALPINE UNIVERSITY POWER, INC.
		CALPINE UNRESTRICTED FUNDING, LLC
		CALPINE UNRESTRICTED HOLDINGS, LLC
		CALPINE VAPOR, INC.
		CARVILLE ENERGY LLC
		CCFC DEVELOPMENT COMPANY, LLC
		CCFC EQUIPMENT FINANCE COMPANY, LLC
		CCFC PROJECT EQUIPMENT FINANCE COMPANY ONE, LLC
		CES GP, LLC
		CGC DIGHTON, LLC
		CHANNEL ENERGY CENTER, LP
		CHANNEL POWER GP, LLC
		CHANNEL POWER, LP
		CLEAR LAKE COGENERATION LIMITED PARTNERSHIP
		COGENAMERICA ASIA INC.
		COGENAMERICA PARLIN SUPPLY CORP.
		COLUMBIA ENERGY LLC
		CORPUS CHRISTI COGENERATION L.P.
		CPN 3RD TURBINE, INC.
		CPN ACADIA, INC.
		CPN BERKS GENERATION, INC.
		CPN BERKS, LLC
		CPN BETHPAGE 3RD TURBINE, INC.

 11

		CPN CASCADE, INC.
		CPN CLEAR LAKE, INC.
		CPN DECATUR PIPELINE, INC.
		CPN ENERGY SERVICES LP, INC.
		CPN FREESTONE, LLC
		CPN FUNDING, INC.
		CPN MORRIS, INC.
		CPN OXFORD, INC.
		CPN PIPELINE COMPANY
		CPN PLEASANT HILL OPERATING, LLC
		CPN PLEASANT HILL, LLC
		CPN POWER SERVICES GP, LLC
		CPN POWER SERVICES, LP
		CPN PRYOR FUNDING CORPORATION
		CPN TELEPHONE FLAT, INC.
		DECATUR ENERGY CENTER, LLC
		DEER PARK POWER GP, LLC
		DEER PARK POWER, LP
		DELTA ENERGY CENTER, LLC
		DIGHTON POWER ASSOCIATES LIMITED PARTNERSHIP
		EAST ALTAMONT ENERGY CENTER, LLC
		FOND DU LAC ENERGY CENTER, LLC
		FONTANA ENERGY CENTER, LLC
		FREESTONE POWER GENERATION, LP
		GEC BETHPAGE INC.
		GEOTHERMAL ENERGY PARTNERS LTD.
		GEYSERS POWER COMPANY II, LLC
		GEYSERS POWER COMPANY, LLC
		GEYSERS POWER I COMPANY
		GOLDENDALE ENERGY CENTER, LLC
		HAMMOND ENERGY LLC
		HILLABEE ENERGY CENTER, LLC
		IDELWILD FUEL MANAGEMENT CORP.
		JMC BETHPAGE, INC.
		KIAC PARTNERS
		LAKE WALES ENERGY CENTER, LLC
		LAWRENCE ENERGY CENTER, LLC
		LONE OAK ENERGY CENTER, LLC
		LOS ESTEROS CRITICAL ENERGY FACILITY, LLC

 12

		LOS MEDANOS ENERGY CENTER LLC
		MAGIC VALLEY GAS PIPELINE GP, LLC
		MAGIC VALLEY GAS PIPELINE, LP
		MAGIC VALLEY PIPELINE, L.P.
		MEP PLEASANT HILL, LLC
		MOAPA ENERGY CENTER, LLC
		MOBILE ENERGY LLC
		MODOC POWER, INC.
		MORGAN ENERGY CENTER, LLC
		MOUNT HOFFMAN GEOTHERMAL COMPANY, L.P.
		MT. VERNON ENERGY LLC
		NISSEQUOGUE COGEN PARTNERS
		NORTHWEST COGENERATION, INC.
		NTC FIVE, INC.
		NTC GP, LLC
		NUECES BAY ENERGY LLC
		O.L.S. ENERGY-AGNEWS, INC.
		ODYSSEY LAND ACQUISITION COMPANY
		PAJARO ENERGY CENTER, LLC
		PASTORIA ENERGY CENTER, LLC
		PASTORIA ENERGY FACILITY, LLC
		PHILADELPHIA BIOGAS SUPPLY, INC.
		PHIPPS BEND ENERGY CENTER, LLC
		PINE BLUFF ENERGY, LLC
		POWER INVESTORS, L.L.C.
		QUINTANA CANADA HOLDINGS, LLC
		ROCKGEN ENERGY LLC
		RUMFORD POWER ASSOCIATES LIMITED PARTNERSHIP
		RUSSELL CITY ENERGY CENTER, LLC
		SAN JOAQUIN VALLEY ENERGY CENTER, LLC
		SILVERADO GEOTHERMAL RESOURCES, INC.
		SKIPANON NATURAL GAS, LLC
		SOUTH POINT ENERGY CENTER, LLC
		SOUTH POINT HOLDINGS, LLC
		STONY BROOK COGENERATION, INC.
		STONY BROOK FUEL MANAGEMENT CORP.
		SUTTER DRYERS, INC.
		TBG COGEN PARTNERS

TEXAS CITY COGENERATION, L.P.
TEXAS COGENERATION COMPANY
TEXAS COGENERATION FIVE, INC.
TEXAS COGENERATION ONE
COMPANY
THERMAL POWER COMPANY
TIVERTON POWER ASSOCIATES
LIMITED PARTNERSHIP
TOWANTIC ENERGY, L.L.C.
VEC HOLDINGS, LLC
VENTURE ACQUISITION COMPANY
VINEYARD ENERGY CENTER, LLC
WAWAYANDA ENERGY CENTER, LLC
WHATCOM COGENERATION
PARTNERS, L.P.
ZION ENERGY LLC

		By:		/s/ Charles B. Clark, Jr.
				Name: Charles B. Clark, Jr.
				Title: Chief Financial Officer

		POWER SYSTEMS MFG., LLC
		By:		/s/ Charles B. Clark, Jr.
				Name:		Charles B. Clark, Jr.
				Title:		Chief Financial Officer

		CALPINE CONSTRUCTION MANAGEMENT COMPANY, INC. CALPINE OPERATING SERVICES COMPANY, INC. CALPINE POWER SERVICES, INC. NEWSOUTH ENERGY LLC THOMASSEN TURBINE SYSTEMS AMERICA, INC.
		By:		/s/ Eric N. Pryor
				Name:		Eric N. Pryor
				Title:		Senior Vice President

		CALPINE ENERGY SERVICES, LP CALPINE PRODUCER SERVICES, L.P. CPN ENERGY SERVICES GP, INC.
		By:		/s/ Thomas N. May
				Name:		Thomas N. May
				Title:		President

		AGENTS AND LENDERS:
		DEUTSCHE BANK TRUST COMPANY AMERICAS, as an Administrative Agent and as a Lender
		By:		/s/ Marcus M. Tarkington
				Name:		Marcus M. Tarkington
				Title:		Director
		By:		/s/ Paul O’Leary
				Name:		Paul O’Leary
				Title:		Vice President
		CREDIT SUISSE, Cayman Islands Branch, as a Lender
		By:		/s/ Thomas Cantello
				Name:		Thomas Cantello
				Title:		Director
		By:		/s/ Laurence Lapeyre
				Name:		Laurence Lapeyre
				Title:		Associate

		TRS CALLISTO LLC
		By:		Deutsche Bank AG New York Branch, its Sole Member
		By:		DB Services New Jersey, Inc.
		as a Lender
		By:		/s/ Alice L. Wagner
				Name:		Alice L. Wagner
				Title:		Vice President
		By:		/s/ Deborah O’Keefe
				Name:		Deborah O’Keefe
				Title:		Vice President
		CONTINENTAL CASUALTY COMPANY as a Lender
		By:		/s/ Marilou R. McGirr
				Name:		Marilou R. McGirr
				Title:		Vice President and Assistant Treasurer
		SIL Loan Funding LLC as a Lender
		By:		/s/ Paul Raj
				Name:		Paul Raj
				Title:		Officer

		Classic Cayman B.D. Limited as a Lender
		By:		/s/ Brian Schneider
				Name:		Brian Schneider
				Title:		Authorized Signatory
		By:		/s/ John Fitzgerald
				Name:		John Fitzgerald
				Title:		Authorized Signatory
		LANDMARK VII CDO LTD
		By:		Aladdin Capital Management LLC as Manager
		By:		/s/ Angela Bozorgmir
				Name:		Angela Bozorgmir
				Title:		Director
		LANDMARK VIII CDO LTD
		By:		Aladdin Capital Management LLC as Manager
		By:		/s/ Angela Bozorgmir
				Name:		Angela Bozorgmir
				Title:		Director

		Landesbank Hessen-Thüringen Girozentrale as a Lender
		By:		/s/ Phillip J. Kirkham
				Name:		Phillip J. Kirkham
				Title:		Vice President, Corporate Finance Division Structured Finance
		By:		/s/ Christian C. Bruns
				Name:		Christian C. Bruns
				Title:		Senior Vice President, Landesbank Hessen- Thüringen, New York Branch
		FORE CONVERTIBLE MASTER FUND, LTD as a Lender
		By:		/s/ Mel Gao
				Name:		Mel Gao
				Title:		Chief Portfolio Manager
		FORE ERISA FUND, LTD as a Lender
		By:		/s/ Mel Gao
				Name:		Mel Gao
				Title:		Chief Portfolio Manager
		FORE MULTI STRATEGY MASTER FUND, LTD, as a Lender
		By:		/s/ Mel Gao
				Name:		Mel Gao
				Title:		Chief Portfolio Manager

		FORE LEVERAGED LOAN OPPORTUNITY FUND, LTD, as a Lender
		By:		/s/ Mel Gao
				Name:		Mel Gao
				Title:		Chief Portfolio Manager
		FORE CONVERTIBLE MASTER FUND, LTD as a Lender
		By:		/s/ Mel Gao
				Name:		Mel Gao
				Title:		Chief Portfolio Manager
		MAN MAC 1 LIMITED as a Lender
		By:		/s/ Mel Gao
				Name:		Mel Gao
				Title:		Chief Portfolio Manager
		HSH Nordbank AG, New York Branch as a Lender
		By:		/s/ Thomas K. Emmons
				Name:		Thomas K. Emmons
				Title:		Senior Vice President, HSH Nordbank, New York Branch
		By:		/s/ Lisa Cintron
				Name:		Lisa Cintron
				Title:		Vice President

		BLACK DIAMOND CLO 2005-2 Ltd.
		By:		Black Diamond CLO 2005-2 Adviser, L.L.C.
		As its Collateral Manager As a Lender
		By:		/s/ Stephen H. Deckoff
				Name:		Stephen H. Deckoff
				Title:		Managing Principal
		BLACK DIAMOND CLO 2005-1 Ltd.
		By:		Black Diamond CLO 2005-1 Adviser, L.L.C.
		As its Collateral Manager As a Lender
		By:		/s/ Stephen H. Deckoff
				Name:		Stephen H. Deckoff
				Title:		Managing Principal
		BLACK DIAMOND CLO 2006-1 Ltd.
		By:		Black Diamond CLO 2006-1 Adviser, L.L.C.
		As its Collateral Manager As a Lender
		By:		/s/ Stephen H. Deckoff
				Name:		Stephen H. Deckoff
				Title:		Managing Principal
		Black Diamond International Funding, Ltd. As Advised by BDCM Fund Advisor, L.L.C. As a Lender
		By:		/s/ Simon Wetherell
				Name:		Simon Wetherell
				Title:		Director

		BROOKFIELD ASSET MANAGEMENT INC.
		as a Lender
		By:		/s/ [illegible]
				Name:
				Title:
		Ares IIR CLO Ltd.
		By:		Ares CLO Management IIR, L.P.,
				Investment Manager
		By:		Ares CLO GP IIR, LLC,
				Its General Partner

		as a Lender
		By:		/s/ John Leupp
				Name:		John Leupp
				Title:		Vice President
		Ares VR CLO Ltd.
		By:		Ares CLO Management VR, L.P.,
				Investment Manager
		By:		Ares CLO GP VR, LLC,
				Its General Partner
		as a Lender
		By:		/s/ John Leupp
				Name:		John Leupp
				Title:		Vice President

		Ares VIR CLO Ltd.
		By:		Ares CLO Management VIR, L.P.,
				Investment Manager
		By:		Ares CLO GP VIR, LLC,
				Its General Partner
		as a Lender
		By:		/s/ John Leupp
				Name:		John Leupp
				Title:		Vice President
		Ares VII CLO Ltd.
		By:		Ares CLO Management VIII, L.P.,
				Investment Manager
		By:		Ares CLO GP VIII, LLC,
				Its General Partner
		as a Lender
		By:		/s/ John Leupp
				Name:		John Leupp
				Title:		Vice President
		Ares IX CLO Ltd.
		By:		Ares CLO Management IX, L.P.,
				Investment Manager
		By:		Ares CLO GP IX, LLC,
				Its General Partner
		as a Lender
		By:		/s/ John Leupp
				Name:		John Leupp
				Title:		Vice President

		Ares X CLO Ltd.
		By:		Ares CLO Management X, L.P.,
				Investment Manager
		By:		Ares CLO GP X, LLC,
				Its General Partner
		as a Lender
		By:		/s/ John Leupp
				Name:		John Leupp
				Title:		Vice President
		CONFLUENT 2 LIMITED.
		By:		Ares Private Account Management I, L.P.
				as Sub-Manager
		By:		Ares Management LLC, as Manager
		as a Lender
		By:		/s/ John Leupp
				Name:		John Leupp
				Title:		Vice President
		ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD.
		By:		Ares Enhanced Loan Management, L.P.,
				Investment Manager
		By:		Ares Enhanced Loan GP, LLC
				Its General Partner
		as a Lender
		By:		/s/ John Leupp
				Name:		John Leupp
				Title:		Vice President

		ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD.
		By:		Ares Enhanced Loan Management II, L.P.,
				Investment Manager
		By:		Ares Enhanced Loan GP II, LLC
				Its General Partner
		as a Lender
		By:		/s/ John Leupp
				Name:		John Leupp
				Title:		Vice President
		KC CLO II Plc
		as a Lender
		By:		/s/ Melanie Harris
				Name:		Melanie Harris
				Title:		Assistant Vice President, Operations
		Union Bank of California, N.A., as a Lender
		By:		/s/ Bryan Read
				Name:		Bryan Read
				Title:		Vice President
		[Four Corners CLO II, LTD.]
		as a Lender
		By:		/s/ Erich Van Ravenswaay
				Name:		Erich Van Ravenswaay
				Title:		Assistant Vice President

		Bayerische Landesbank, New York Branch as an Original Lender consenting hereto
		By:		/s/ Georgina Fiordalisi
				Name: Georgina Fiordalisi
				Title: Vice President
		By:		/s/ Edward Cripps
				Name: Edward Cripps
				Title: Vice President
		[Symphony CLO I] as a Lender
		By: Symphony Asset Management LLC
		By:		/s/ Lenny Mason
				Name: Lenny Mason
				Title: Portfolio Manager
		[Symphony CLO II] as a Lender
		By:		Symphony Asset Management LLC
		By:		/s/ Lenny Mason
				Name: Lenny Mason
				Title: Portfolio Manager

		TRS ARIA LLC
		By:		Deutsche Bank AG New York Branch,
				its Sole Member
		By:		DB Services New Jersey, Inc.
		as a Lender
		By:		/s/ Deborah O’Keefe
				Name: Deborah O’Keefe
				Title: Vice President
		By:		/s/ Deirdre Whorton
				Name: Deirdre Whorton
				Title: Assistant Vice President
		TCW Absolute Return Credit Fund, L.P.,
		As General Partner
		TCW ASSET MANAGEMENT COMPANY
		its Managing Member
		By:		/s/ Melissa V. Weller
				Name: Melissa V. Weller
				Title: Managing Director
		By:		/s/ Craig J. Rethmeyer
				Name: Craig J. Rethmeyer
				Title: Senior Vice President
		LIMITED PARTNERS:
		Those Persons Identified on the Records of the General Partner
		By: TCW Absolute Return Credit Fund, L.P.
		as attorney-in-fact
		BY: TCW ASSET MANAGEMENT COMPANY
		its Managing Member
		By:		/s/ Melissa V. Weller
				Name: Melissa V. Weller
				Title: Managing Director

		By:		/s/ Craig J. Rethmeyer
				Name: Craig J. Rethmeyer
				Title: Senior Vice President
		CELERITY CLO LIMITED
		By:		TCW Advisors, Inc., as Agent
		By:		/s/ Scott Whalen
				Name: Scott Whalen
				Title: Vice President
		By:		/s/ Gil Tollinchi
				Name: Gil Tollinchi
				Title: Vice President
		FIRST 2004-I CLO, LTD.
		By: TCW Advisors, Inc., its Collateral Manager
		By:		/s/ Scott Whalen
				Name: Scott Whalen
				Title: Vice President
		By:		/s/ Gil Tollinchi
				Name: Gil Tollinchi
				Title: Vice President
		FIRST 2004-II CLO, LTD.
		By:		TCW Advisors, Inc., its Collateral Manager
		By:		/s/ Scott Whalen
				Name: Scott Whalen
				Title: Vice President
		By:		/s/ Gil Tollinchi
				Name: Gil Tollinchi
				Title: Vice President