Amendment No. 2 to Credit Agreement and Second Amended and Restated Credit Agreement among Homebase Acquisition, LLC, Consolidated Communications Entities, and Lenders

Summary

This amendment, dated June 3, 2005, modifies the existing Credit Agreement and Second Amended and Restated Credit Agreement among Homebase Acquisition, LLC, several Consolidated Communications entities, and a group of lenders. The amendment postpones certain deadlines, increases the total loan commitments to $425 million, allows specific dividend payments, and waives some repayment obligations for a prior period. It also updates definitions and terms to reflect these changes. The agreement is effective upon execution by the parties and the required lender consents.

EX-10.3 2 y69344a5exv10w3.txt EX-10.3: AMENDMENT NO. 2 TO CREDIT AGREEMENT AND SECOND AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 10.3 AMENDMENT NO. 2, dated as of June 3, 2005 (this "Amendment"), to (i) the Credit Agreement dated as of April 14, 2004, as amended and restated as of October 22, 2004 (as amended to the date hereof, the "Credit Agreement"), among HOMEBASE ACQUISITION, LLC ("Homebase"), CONSOLIDATED COMMUNICATIONS ILLINOIS HOLDINGS, INC. ("CCI Illinois Holdings"), CONSOLIDATED COMMUNICATIONS TEXAS HOLDINGS, INC ("CCI Texas Holdings"), CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the "CCI Borrower"), CONSOLIDATED COMMUNICATIONS ACQUISITION TEXAS, INC., a Delaware corporation (the "TXU Borrower" and together with the CCI Borrower, the "Borrowers"), the financial institutions holding Loans or Commitments hereunder from time to time (the "Lenders"), CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, the "Administrative Agent") for the Lenders, COBANK, ACB, as documentation agent (in such capacity, the "Documentation Agent"), CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch ("CSFB"), and DEUTSCHE BANK SECURITIES INC., as co-syndication agents (in such capacity, the "Co-Syndication Agents"), and CSFB and CITIGROUP GLOBAL MARKETS INC. ("CGMI"), as joint lead arrangers and joint bookrunners (in such capacity, the "Joint Lead Arrangers") and (ii) the Restated Credit Agreement (as defined below). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. WHEREAS, CCI Illinois Holdings and the Borrowers are parties to that certain Second Amended and Restated Credit Agreement, dated as of February 23, 2005, as amended as of April 22, 2005 (as amended to the date hereof, the "Restated Credit Agreement") by and among CCI Illinois Holdings, the Borrowers, the lenders party thereto, the Administrative Agent, the Documentation Agent, the Co-Syndication Agents and the Joint Lead Arrangers, pursuant to which the Borrowers postponed the deadline for the occurrence of the Restatement Effective Date (as defined in the Restated Credit Agreement) contained in Section 4.01 of the Restated Credit Agreement; WHEREAS, pursuant to the Consent agreement (as modified on April 22, 2005, the "Consent"), effective as of February 23, 2005, among the Administrative Agent and the lenders parties thereto, the Requisite Lenders under the Credit Agreement have consented to the Restated Credit Agreement; WHEREAS, the Borrowers desire to postpone the deadline for the occurrence of the Restatement Effective Date (as defined in the Restated Credit Agreement) contained in Section 4.01 of the Restated Credit Agreement; WHEREAS, the Borrowers desire to increase the aggregate amount of Term D Commitments under the Restated Credit Agreement to $425.0 million; WHEREAS, the Requisite Lenders under the Credit Agreement have previously consented to the postponement of the required repayment of Loans from Excess Cash Flow for the Excess Cash Flow Period ended December 31, 2004 pursuant to Section 2.05(c)(v) of the Credit Agreement until June 30, 2005; -2- WHEREAS, the Borrowers desire to have their obligations to repay Loans from Excess Cash Flow pursuant to Section 2.05(c)(v) of the Credit Agreement waived for the Excess Cash Flow Period ended December 31, 2004; WHEREAS, the Borrowers desire to amend Section 6.07 of the Credit Agreement to permit certain cash dividend payments by the Loan Parties to Homebase for further distribution to the Permitted Holders and the other equity holders of Homebase; WHEREAS, the Borrowers desire to cause certain other amendments to the Credit Agreement and the Restated Credit Agreement set forth herein to become effective; and WHEREAS, Section 9.08(b) of each of the Credit Agreement and the Restated Credit Agreement provides that the Borrowers may, with the consent of the Requisite Lenders thereunder, amend the Credit Agreement or the Restated Credit Agreement, as the case may be, and the related Loan Documents; NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: Section 1. AMENDMENTS TO RESTATED CREDIT AGREEMENT. The Restated Credit Agreement is hereby amended effective as of the date referred to in Section 4 by: (a) deleting the definition of "Excess Subject Payments" set forth therein and replacing it with the following: ""Excess Subject Payment Amount" means, for any Fiscal Quarter, the amount by which the amount of Subject Payments in such Fiscal Quarter exceeded the sum of (x) $11,875,000 plus (y) the amount of pro rata dividends paid on shares of Class A Common Stock of Holdings reserved for issuance on the Restatement Effective Date under Holdings' 2005 Long Term Incentive Plan." (b) deleting the definition of "Term D Commitment" set forth therein and replacing it with the following: ""Term D Commitment" means, with respect to each Lender, the commitment, if any, of such Lender to make a Term D Loan pursuant to clause (i) of Section 2.01(a) (or convert its Term C Loans pursuant to Section 1.04(b)) on the Restatement Effective Date, expressed as an amount representing the maximum principal amount of the Term D Loan to be made or converted by such Lender hereunder, as the same may be reduced from time to time pursuant to the provisions of this Agreement. The initial amount of the Term D Commitment of any Term C Lender which has consented to the amendment and restatement of the Restated Credit Agreement to occur on the Restatement Effective Date shall be equal to the principal amount of Term C Loans held by such Term C Lender on the Restatement Effective Date (unless such Term C Lender has committed, pursuant to a -3- Lender Addendum, to provide a greater Term D Commitment, in which case such Term C Lender's Term D Commitment shall include any incremental amount set forth in such Lender Addendum) and the initial amount of each other Person with a Term D Commitment shall be the amount set forth in such Person's Lender Addendum. The initial aggregate amount of the Lenders' Term D Commitments is $425.0 million."; and (c) deleting each reference to "June 30, 2005" in Section 4.01 of the Restated Credit Agreement and in Section 2 of the Consent and replacing each such reference with "September 30, 2005". Section 2. AMENDMENT TO CREDIT AGREEMENT. The Credit Agreement is hereby amended effective as of the date provided in Section 4 by: (a) adding the following immediately after the final parenthetical in the definition of "Consolidated EBITDA": "; provided, further, that Consolidated EBITDA shall be increased by an amount equal to all costs and expenses of the Loan Parties in connection with the proposed initial public offering of the common stock of Consolidated Communications Holdings, Inc. (as set forth in reasonable detail in any Compliance Certificate delivered to the Administrative Agent pursuant to this Agreement) to the extent such costs and expenses would have otherwise reduced Consolidated EBITDA but for the operation of this proviso"; (b) (i) deleting the word "and" appearing at the end of Section 6.07(x), (ii) replacing the period appearing at the end of Section 6.07(xi) with the phrase "; and" and (iii) adding the following provision directly following Section 6.07(xi): "(xii) unless a Default shall have occurred and is continuing or would result therefrom, the CCI Borrower and TXU Borrower may declare and pay cash dividends from available cash on hand to CCI Illinois Holdings and CCI Texas Holdings, respectively, in an aggregate amount not to exceed $37.5 million on or before September 30, 2005, and CCI Illinois Holdings and CCI Texas Holdings may declare and pay (from the proceeds of such dividends) cash dividends to Homebase in an aggregate amount not to exceed $37.5 million on or before June 30, 2005."; and (c) deleting Section 5.11(b) in its entirety and any reference in the Credit Agreement to any obligation or requirement that Homebase or the Loan Parties seek the consent of ICC for the guarantee of the Obligations and a grant of a security interest in the Equity Interests and assets of ICTC. Section 3. WAIVER OF EXCESS CASH FLOW SWEEP FOR 2004 UNDER CREDIT AGREEMENT. The requirement in the Credit Agreement that a prepayment of Loans be made with 50% of Excess Cash Flow for the Excess Cash Flow Period ended December 31, 2004 pursuant to Section 2.05(c)(v) of the Credit Agreement is hereby waived in its entirety (it being understood -4- that no modification of any required prepayment for any subsequent Excess Cash Flow Period is granted hereby). Section 4. EFFECTIVENESS. This Amendment will become effective upon the first date on which the Administrative Agent shall have received (i) executed signature pages hereto from the Requisite Lenders under the Credit Agreement and the Requisite Lenders under the Restated Credit Agreement and each of the other parties listed on the signature pages hereto and (ii) a payment by wire transfer of immediately available funds to the Administrative Agent in an amount equal to 0.05% of the aggregate Term A Loans, Term C Loans and Revolving Loan Commitments under the Credit Agreement held by Lenders that have consented to this Amendment No. 2 on or prior to noon, New York time, on June 3, 2005 (but, for the avoidance of doubt, not under the Restated Credit Agreement) for further distribution to the consenting Lenders holding such Term A Loans, Term C Loans and Revolving Loan Commitments under the Credit Agreement. Section 5. COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. Section 6. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Section 7. HEADINGS. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. Section 8. EFFECT OF AMENDMENT. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of such agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. [REMAINDER OF PAGE INTENTIONALLY BLANK] 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 above written. CONSOLIDATED COMMUNICATIONS ACQUISITION TEXAS, INC., as Co-Borrower By: /s/ Steven L. Childers ------------------------------------ Name: Steven L. Childers Title: CFO CONSOLIDATED COMMUNICATIONS, INC., as Co-Borrower By: /s/ Steven L. Childers ------------------------------------ Name: Steven L. Childers Title: CFO HOMEBASE ACQUISITION, LLC By: /s/ Steven L. Childers ------------------------------------ Name: Steven L. Childers Title: CFO CONSOLIDATED COMMUNICATIONS ILLINOIS HOLDINGS, INC. By: /s/ Steven L. Childers ------------------------------------ Name: Steven L. Childers Title: CFO CONSOLIDATED COMMUNICATIONS TEXAS HOLDINGS, INC. By: /s/ Steven L. Childers ------------------------------------ Name: Steven L. Childers Title: CFO CITICORP NORTH AMERICA, INC., as administrative agent By: /s/ Caesar W. Wyzomirski ----------------------------------------- Name: Caesar W. Wyzomirski Title: Vice President CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as a Lender By: /s/ Thomas Hall ----------------------------------------- Name: Thomas Hall Title: Vice President By: /s/ Doreen Barr ----------------------------------------- Name: Doreen Barr Title: Associate Allstate Life Insurance Company, as a lender By: /s/ Robert D. Bodett ----------------------------------------- Name: Robert B. Bodett Title: Authorized signatory By: /s/ Jerry D. Zinkula ----------------------------------------- Name: Jerry D. Zinkula Title: Authorized signatory AIMCO CDO Series 2000-A, as a lender By: /s/ Robert D. Bodett ----------------------------------------- Name: Robert B. Bodett Title: Authorized signatory By: /s/ Jerry D. Zinkula ----------------------------------------- Name: Jerry D. Zinkula Title: Authorized signatory AIMCO CDO Series 2001-A, as a lender By: /s/ Robert D. Bodett ----------------------------------------- Name: Robert B. Bodett Title: Authorized signatory By: /s/ Jerry D. Zinkula ----------------------------------------- Name: Jerry D. Zinkula Title: Authorized signatory PACIFICA CDO III, LTD., as a lender By: /s/ An Pham, Jr. ----------------------------------------- Name: An Pham, Jr. Title: Vice President ADDISON CDO, LIMITED, as a lender By: /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Managing Director CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM, as a lender By: Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company By: /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Managing Director CLARENVILLE CDO, SA, as a lender By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Managing Director CORONA TRUST, as a lender By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Managing Director JISSEKIKUN FUNDING LTD., as a lender By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Managing Director LOAN FUNDING III LLC, as a lender By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Managing Director RED RIVER HYPI, L.P., as a lender By: Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO By: /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Managing Director SEQUILS-MAGNUM, LTD., as a lender By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Managing Director SOUTHPORT CLO, LIMITED, as a lender By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Managing Director STATE TEACHERS RETIREMENT SYSTEM OF OHIO, as a lender By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Managing Director PIMCO FLOATING RATE INCOME FUND, as a lender By: Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO By: /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Managing Director PIMCO FLOATING RATE STRATEGY FUND, as a lender By: Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO By: /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Managing Director WAVELAND-INGOTS, LTD., as a lender By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Managing Director WRIGLEY CDO, LTD., as a lender By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ Mohan V. Phansalkar ----------------------------------------- Name: Mohan V. Phansalkar Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Scott S. Littlejohn ----------------------------------------- Name: Scott S. Littlejohn Title: Managing Director CITIBANK, N.A., as a lender By: /s/ James Nessel ----------------------------------------- Name: James Nessel Title: Director CITIBANK, N.A., as a lender By: /s/ David E. Graber ----------------------------------------- Name: David E. Graber Title: Director PPM SHADOW CREEK FUNDING LLC, as a lender By: /s/ Cristina Higgins ----------------------------------------- Name: Cristina Higgins Title: Authorized Agent PPM SPYGLASS FUNDING TRUST, as a lender By: /s/ Meredith J. Koslick ----------------------------------------- Name: Meredith J. Koslick Title: Authorized Agent WINGED FOOT FUNDING TRUST, as a lender By: /s/ Meredith J. Koslick ----------------------------------------- Name: Meredith J. Koslick Title: Authorized Agent JUPITER LOAN FUNDING LLC, as a lender By: /s/ Meredith J. Koslick ----------------------------------------- Name: Meredith J. Koslick Title: Assistant Vice President PUTNAM FLOATING RATE INCOME FUND, as a lender By: /s/ Beth Mazor ----------------------------------------- Name: Beth Mazor Title: Vice President PUTNAM DIVERSIFIED INCOME TRUST, as a lender By: /s/ Beth Mazor ----------------------------------------- Name: Beth Mazor Title: Vice President PUTNAM PREMIER INCOME TRUST, as a lender By: /s/ Beth Mazor ----------------------------------------- Name: Beth Mazor Title: Vice President PUTNAM MASTER INTERMEDIATE INCOME TRUST, as a lender By: /s/ Beth Mazor ----------------------------------------- Name: Beth Mazor Title: Vice President PUTNAM HIGH YIELD TRUST, as a lender By: /s/ Beth Mazor ----------------------------------------- Name: Beth Mazor Title: Vice President PUTNAM HIGH YIELD ADVANTAGE FUND, as a lender By: /s/ Beth Mazor ----------------------------------------- Name: Beth Mazor Title: Vice President PUTNAM VARIABLE TRUST- PVT HIGH YIELD FUND, as a lender By: /s/ Beth Mazor ----------------------------------------- Name: Beth Mazor Title: Vice President PUTNAM VARIABLE TRUST- PVT DIVERISFIED INCOME FUND, as a lender By: /s/ Beth Mazor ----------------------------------------- Name: Beth Mazor Title: Vice President BOSTON HARBOR CLC 2004-1, as a lender By: /s/ Beth Mazor ----------------------------------------- Name: Beth Mazor Title: Vice President MOUNTAIN CAPITAL CLO II, LTD., as a lender By: /s/ Chris Siddons ----------------------------------------- Name: Chris Siddons Title: Director MOUNTAIN CAPITAL CLO III, LTD., as a lender By: /s/ Chris Siddons ----------------------------------------- Name: Chris Siddons Title: Director HEWETT'S ISLAND CLO II, LTD., as Portfolio Manager By: /s/ John Frabotta ----------------------------------------- Name: John Frabotta Title: Managing Director SENIOR LOAN PORTFOLIO BLACKROCK LIMITED DURATION INCOME TRUST BLACKROCK SENIOR INCOME SERIES BLACKROCK SENIOR INCOME SERIES II, as Lenders By: /s/ Tom Colwell ----------------------------------------- Name: Tom Colwell Title: Authorized Signatory ML CLO XX PILGRIM AMERICAN (CAYMAN) LTD. By: ING Investments, LLC as its Investment manager By: /s/ Robert Wilson ----------------------------------------- Name: Robert Wilson Title: Senior Vice President ING SENIOR INCOME FUND By: ING Investment Management Co. as its Investment manager By: /s/ Robert Wilson ----------------------------------------- Name: Robert Wilson Title: Senior Vice President ING PRIME RATE TRUST ING SENIOR INCOME FUND By: ING Investment Management Co. as its Investment manager By: /s/ Robert Wilson ----------------------------------------- Name: Robert Wilson Title: Senior Vice President ARCHIMEDES FUNDING III, LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Gordon R. Cook ----------------------------------------- Name: Gordon R. Cook Title: Managing Director ARCHIMEDES FUNDING IV (CAYMAN), LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Gordon R. Cook ----------------------------------------- Name: Gordon R. Cook Title: Managing Director NEMEAN CLO, LTD. By: ING Capital Advisors LLC, as Collateral Manager By: /s/ Gordon R. Cook ----------------------------------------- Name: Gordon R. Cook Title: Managing Director MUIRFIELD TRADING LLC, as a Lender By: /s/ Cristina Higgins ----------------------------------------- Name: Cristina Higgins Title: Assistant Vice President ACCESS INSTITUTIONAL LOAN FUND By: Deerfield Capital Management LLC as its Portfolio Manager By: /s/ Mark E. Wittnebel ----------------------------------------- Name: Mark E. Wittnebel Title: Senior Vice President ROSEMONT CLO, LTD. By: Deerfield Capital Management LLC as its Portfolio Manager By: /s/ Mark E. Wittnebel ----------------------------------------- Name: Mark E. Wittnebel Title: Senior Vice President BRYN MAWR, LTD. By: Deerfield Capital Management LLC as its Portfolio Manager By: /s/ Mark E. Wittnebel ----------------------------------------- Name: Mark E. Wittnebel Title: Senior Vice President FOREST CREEK CLO, LTD. By: Deerfield Capital Management LLC as its Portfolio Manager By: /s/ Mark E. Wittnebel ----------------------------------------- Name: Mark E. Wittnebel Title: Senior Vice President LONG GROVE CLO, LIMITED By: Deerfield Capital Management LLC as its Portfolio Manager By: /s/ Mark E. Wittnebel ----------------------------------------- Name: Mark E. Wittnebel Title: Senior Vice President CUMBERLAND II CLO LTD. By: Deerfield Capital Management LLC as its Portfolio Manager By: /s/ Mark E. Wittnebel ----------------------------------------- Name: Mark E. Wittnebel Title: Senior Vice President NATIONAL CITY BANK, as a Lender By: /s/ Jon W. Peterson ----------------------------------------- Name: Jon W. Peterson Title: Senior Vice President WINDSOR LOAN FUNDING, LIMITED By: Stanfield Capital Partners LLC as its Investment 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 XL RE LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher A. Bondy ----------------------------------------- Name: Christopher A. Bondy Title: Partner HAMILTON CDO, LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher A. Bondy ----------------------------------------- Name: Christopher A. Bondy Title: Partner GULF STREAM-COMPASS CLO 2003-1 LTD. By: Gulf Stream Asset Management LLC, as Collateral Manager By: /s/ Barry K. Love ----------------------------------------- Name: Barry K. Love Title: Chief Credit Officer GULF STREAM-COMPASS CLO 2004-1 LTD. By: Gulf Stream Asset Management LLC, as Collateral Manager By: /s/ Barry K. Love ----------------------------------------- Name: Barry K. Love Title: Chief Credit Officer MORGAN STANLEY SENIOR FUNDING, INC., as a Lender By: /s/ James Morgan ----------------------------------------- Name: James Morgan Title: Vice President GSC PARTNERS GEMINI FUND LIMITED By: GSCP (NJ), as Collateral Monitor By: GSCP (NJ), INC., its General Partner By: /s/ John Kline ----------------------------------------- Name: John Kline Title: Associate SUNAMERICA LIFE INSURANCE COMPANY, as a Lender By: AIG Global Investment Coro, its Investment Advisor By: /s/ Steven S. Oh ----------------------------------------- Name: Steven S. Oh Title: Managing Director GALAXY CLO 2003-1, LTD., as a Lender By: AIG Global Investment Coro, its Investment Advisor By: /s/ Steven S. Oh ----------------------------------------- Name: Steven S. Oh Title: Managing Director GALAXY CLO 1999-1, LTD., as a Lender By: AIG Global Investment Coro, its Investment Advisor By: /s/ Steven S. Oh ----------------------------------------- Name: Steven S. Oh Title: Managing Director KZH SOLEIL LLC, as a Lender By: /s/ Susan Lee ----------------------------------------- Name: Susan Lee Title: Authorized Agent LANDMARK IV CDO LIMITED, as a Lender By: Aladdin Capital Management, LLC as Manager By: /s/ John J. D'Angelo ----------------------------------------- Name: John J. D'Angelo Title: Authorized Signatory ARES VI CLO LTD. By: Ares CLO Management VI, L.P., Investment Manager By: Ares CLO GP VI, LLC, its Managing Member By: /s/ Jeff Moore ----------------------------------------- Name: Jeff Moore Title: Vice President ARES VIII CLO LTD. By: Ares CLO Management VIII, L.P., Investment Manager By: Ares CLO GP VIII, LLC, its Managing Member By: /s/ Jeff Moore ----------------------------------------- Name: Jeff Moore Title: Vice President STANFIELD QUATTRO CLO, LTD., as a lender By: /s/ Christopher A. Bondy ----------------------------------------- Name: Christopher A. Bondy Title: Partner STANFIELD CARRERA CLO, LTD., as a lender By: /s/ Christopher A. Bondy ----------------------------------------- Name: Robert B. Bodett Title: Partner STANFIELD ARBITRAGE CDO, Ltd, as a lender By: /s/ Christopher A. Bondy ----------------------------------------- Name: Christopher A. Bondy Title: Partner CSAM FUNDING IV, as a lender By: /s/ Linda Karn ----------------------------------------- Name: Linda Karn Title: Authorized Signature ACM INCOME FUND INC., as a lender By: /s/ Nantha Suppiah ----------------------------------------- Name: Nantha Suppiah Title: Vice President WESTERN ASSET FLOATING RATE HIGH INCOME FUND., as a lender By: /s/ ----------------------------------------- Name: Title: Authorized Signatory LOAN FUNDING IV, LLC, as a lender By: Highland Capital Management, L.P., as Portfolio Manager By: /s/ David Lancelot ----------------------------------------- Name: David Lancelot Title: Treasurer HIGHLAND OFFSHORE PARTNERS, L.P., as a lender By: Highland Capital Management, L.P., as General Partner By: /s/ David Lancelot ----------------------------------------- Name: David Lancelot Title: Treasurer LOAN FUNDING VII LLC, as a lender By: Highland Capital Management, L.P., as Collateral Manager By: /s/ David Lancelot ----------------------------------------- Name: David Lancelot Title: Treasurer RESTORATION FUNDING CLO, LTD., as a lender By: Highland Capital Management, L.P., as General Partner By: /s/ David Lancelot ----------------------------------------- Name: David Lancelot Title: Treasurer HIGHLAND FLOATING RATE ADVANTAGE FUND, as a lender By: Highland Capital Management, L.P., as Investment Advisor By: /s/ R. Joseph Dougherty ----------------------------------------- Name: R. Joseph Dougherty Title: Senior Vice President, Secretary HIGHLAND FLOATING RATE LIMITED LIABILITY COMPANY, as a lender By: Highland Capital Management, L.P., as its Investment Advisor By: /s/ R. Joseph Dougherty ----------------------------------------- Name: R. Joseph Dougherty Title: Senior Vice President, Secretary EMERALD ORCHARD LIMITED, as a lender By: /s/ Denton Robinson ----------------------------------------- Name: Denton Robinson Title: Loans Officer Co Bank, as a Lender By: /s/ Ted Koerner ----------------------------------------- Name: Ted Koerner Title: Vice President BLUE SQUARE FUNDING LIMITED SERIES 3, as administrative agent By: /s/ Alice L. Wagner ----------------------------------------- Name: Alice L. Wagner Title: Vice President CLYDESDALE CLO 2004, LTD., as a lender By: NOMURA CORPORATE RESEARCH AND ASSET MANAGEMETN INC., as Investment Manager By: /s/ Elizabeth MacLean ----------------------------------------- Name: Elizabeth MacLean Title: Director CLYDESDALE CLO 2001-1, LTD., as a lender By: NOMURA CORPORATE RESEARCH AND ASSET MANAGEMETN INC., as Collateral Manager By: /s/ Elizabeth MacLean ----------------------------------------- Name: Elizabeth MacLean Title: Director CLYDESDALE CLO 2003, LTD., as a lender By: NOMURA CORPORATE RESEARCH AND ASSET MANAGEMETN INC., as Collateral Manager By: /s/ Elizabeth MacLean ----------------------------------------- Name: Elizabeth MacLean Title: Director VENTURE IV CDO Limited, as a lender By: MJX Asset Management LLC, as its investment advisor By: /s/ Michael Regan ----------------------------------------- Name: Michael Regan Title: Director VENTURE III CDO Limited, as a lender By: MJX Asset Management LLC, as its investment advisor By: /s/ Michael Regan ----------------------------------------- Name: Michael Regan Title: Director VENTURE II CDO 2002, Limited, as a lender By: MJX Asset Management LLC, as its investment advisor By: /s/ Michael Regan ----------------------------------------- Name: Michael Regan Title: Director VENTURE CDO 2002, Limited, as a lender By: MJX Asset Management LLC, as its investment advisor By: /s/ Michael Regan ----------------------------------------- Name: Michael Regan Title: Director KZH SOLEIL-2 LLC, as a lender By: /s/ Susan Lee ----------------------------------------- Name: Susan Lee Title: Authorized Agent ELC (CAYMAN) LTD. 1999-II APEX (IDM) CDO I, LTD. BABSON CLO LTD. 2003-I BABSON CLO LTD. 2004-I BABSON CLO LTD. 2005-I FORTE II CDO (CAYMAN) LTD. SEABOARD CLO 2000 LTD. SUFFIELD CLO, LIMITED TRYON CLO LTD. 2000-I, as lenders By: Babson Capital Management LLC, as Collateral Manager By: /s/ David P. Wells, CFA ----------------------------------------- Name: David P. Wells, CFA Title: Managing Director C.M. LIFE INSURANCE COMPANY, as a lender By: Babson Capital Management LLC, as Investment Sub-Adviser By: /s/ David P. Wells, CFA ----------------------------------------- Name: David P. Wells, CFA Title: Managing Director MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as a lender By: Babson Capital Management LLC, as Investment Sub-Adviser By: /s/ David P. Wells, CFA ----------------------------------------- Name: David P. Wells, CFA Title: Managing Director SIMSBURY CLO, LIMITED SOMERS CDO, LIMITED, as a lender By: Babson Capital Management LLC under delegated authority from Massachursetts Mutual Life Insurance Company as Collateral Manager By: /s/ David P. Wells, CFA ----------------------------------------- Name: David P. Wells, CFA Title: Managing Director MAPLEWOOD (CAYMAN) LIMITED, as a lender By: Babson Capital Management LLC, as Investment Manager By: /s/ David P. Wells, CFA ----------------------------------------- Name: David P. Wells, CFA Title: Managing Director FIRSTRUST BANK, as a lender By: /s/ Kent Nelson ----------------------------------------- Name: Kent Nelson Title: Senior Vice President WELLS FARGO ADVANTAGE SHORT-TERM HIGH YIELD BOND FUND AND WELLS CAPITAL MANAGEMENT, INC., as a lender By: Wells Capital Management By: /s/ Gilbert L. Southwell III ----------------------------------------- Name: Gilbert L. Southwell III Title: Vice President FEDERAL LAND BANK ASSOCIATIO OF TEXAS, FLCA, as a lender By: /s/ James R. Isenhower Name: James R. Isenhower Title: Chief Executive Officer EATON VANCE LIMITED DURATION INCOME FUND By: EATON VANCE MANAGEMENT, as a Lender's Investment Advisor By: /s/ Michael B. Botthof ----------------------------------------- Name: Michael B. Botthof Title: Vice President TOLLI & CO By: EATON VANCE MANAGEMENT, aS Management Advisor By: /s/ Michael B. Botthof ----------------------------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE SENIOR FLOATING-RATE TRUST By: EATON VANCE MANAGEMENT, as an 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 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. LTC. 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 SENIOR DEBT PORTFOLIO By: BOSTON MANAGEMENT AND RESEARCH, 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 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 DEUTSCHE BANKTRUST COMPANY, AMERICA, as a Lender By: /s/ Anca Trifan ----------------------------------------- Name: Anca Trifan Title: Director By: /s/ Diane F. Rolfe ----------------------------------------- Name: Diane F. Rolfe Title: Vice President FRANKLIN FLOATING RATE TRUST, FRANKLIN FLOATING RATE MASTER SERIES, FRANKLIN FLOATING RATE DAILY ACCESS FUND, FRANKLIN CLO I, LIMITED, FRANKLIN CLO II, LIMITED, FRANKLIN CLO III, LIMITED FRANKLIN CLO VI, LIMITED, as a Lender By: /s/ Tyler Chan ----------------------------------------- Name: Tyler Chan Title: Vice President KZH STERLING LLC By: /s/ Susan Lee ----------------------------------------- Name: Susan Lee Title: Authorized Agent KZH CYPRESSTREE-1LLC By: /s/ Susan Lee ----------------------------------------- Name: Susan Lee Title: Authorized Agent CENTURION CDO VII, LTD. By: AMERICAN EXPRESS ASSET MANAGEMENT GROUP, INC., as Collateral Manager By: /s/ Vincent P. Pham ----------------------------------------- Name: Vincent P. Pham Title: Director-Operations CENTURION CDO VI, LTD. By: AMERICAN EXPRESS ASSET MANAGEMENT GROUP, INC., as Collateral Manager By: /s/ Vincent P. Pham ----------------------------------------- Name: Vincent P. Pham Title: Director-Operations CENTURION CDO II, LTD. By: AMERICAN EXPRESS ASSET MANAGEMENT GROUP, INC., as Collateral Manager By: /s/ Vincent P. Pham ----------------------------------------- Name: Vincent P. Pham Title: Director-Operations SEQUILS-CENTURION V, LTD. By: AMERICAN EXPRESS ASSET MANAGEMENT GROUP, INC., as Collateral Manager By: /s/ Vincent P. Pham ----------------------------------------- Name: Vincent P. Pham Title: Director-Operations IDS LIFE INSURANCE COMPANY By: AMERICAN EXPRESS ASSET MANAGEMENT GROUP, INC., as Collateral Manager By: /s/ Yvonne E. Stevens ----------------------------------------- Name: Yvonne E. Stevens Title: Senior 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: Senior Managing Director CHAMPLAIN CLO LTD. By: INVESTCO SENIOR SECURED MANAGEMENT, INC., as Collateral Manager By: /s/ Scott Baskind ----------------------------------------- Name: Scott Baskind Title: Authorized Signatory CHARTER VIEW PORTFOLIO By: INVESTCO SENIOR SECURED MANAGEMENT, INC., as Investment Advisor By: /s/ Scott Baskind ----------------------------------------- Name: Scott Baskind Title: Authorized Signatory DIVERSIFIED CREDIT PORTFOLIO LTD. By: INVESTCO SENIOR SECURED MANAGEMENT, INC., as Investment Advisor By: /s/ Scott Baskind ----------------------------------------- Name: Scott Baskind Title: Authorized Signatory DENALI CAPITAL LLC, management member of DC FUNDING PARTNERS, portfolio manager for DENALI CAPITAL CLO I, LTD., or an affiliate By: /s/ Robert M. Coseo ----------------------------------------- Name: Robert M. Coseo Title: Managing Director DENALI CAPITAL LLC, management member of DC FUNDING PARTNERS, portfolio manager for DENALI CAPITAL CLO IV, LTD., or an affiliate By: /s/ Robert M. Coseo ----------------------------------------- Name: Robert M. Coseo Title: Managing Director DRYDEN LEVERAGED LOAN CDO 2002-II., as a Lender By: Prudential Investment Management Inc., as Collateral Manager By: /s/ Authorized Signatory ----------------------------------------- Name: Authorized Signatory Title: Vice President LOAN FUNDING V, LLC, as a Lender By: Prudential Investment Management Inc., as Collateral Manager By: /s/ Authorized Signatory ----------------------------------------- Name: Authorized Signatory Title: Vice President