FIRST AMENDMENT TO CREDIT AGREEMENT

Contract Categories: Business Finance - Credit Agreements
EX-10.121 2 dex10121.htm FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT

Exhibit 10.121

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of October 18, 2005, is among NEXSTAR BROADCASTING, INC., a Delaware corporation (the “Borrower”), NEXSTAR BROADCASTING GROUP, INC., a Delaware corporation (the “Ultimate Parent”), NEXSTAR FINANCE HOLDINGS, INC., the several Lenders (as such term is defined in the hereinafter described Credit Agreement) parties to this First Amendment, and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).

R E C I T A L S:

A. The Borrower, the Ultimate Parent, certain of its Subsidiaries from time to time party to the Credit Agreement, the Administrative Agent, UBS Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the Co-Syndication Agents, and the several Lenders parties thereto entered into that certain Fourth Amended and Restated Credit Agreement dated as of April 1, 2005 (as the same may be amended, restated or modified from time to time, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

B. The Borrower has advised the Administrative Agent that it desires to amend the Credit Agreement to modify certain financial covenants under the Credit Agreement.

C. The Majority Revolver Lenders and the Majority Lenders parties to this First Amendment are willing to agree to the above-described amendment, subject to the performance and observance in full of each of the covenants, terms and conditions, and in reliance upon all of the representations and warranties of the Borrower and the Parent Guarantors, set forth herein.

NOW, THEREFORE, in consideration of the premises and the covenants, terms and conditions, and in reliance upon the representations and warranties, in each case contained herein, the parties hereto agree hereby as follows:

ARTICLE I

Amendments

Section 1.01 Amendment to Section 7.09(a). Effective as of the Effective Date (as defined in Section 4.05), Section 7.09(a) of the Credit Agreement is hereby amended to read as follows:

(a) Consolidated Total Leverage Ratio. The Consolidated Total Leverage Ratio shall not at any time during any period set forth below exceed the ratio set forth opposite such period below:


Period

   Ratio

Effective Date through and including September 30, 2005

   7.50 to 1.00

October 1, 2005 through and including December 31, 2005

   8.50 to 1.00

January 1, 2006 through and including March 31, 2006

   8.00 to 1.00

April 1, 2006 through and including June 30, 2006

   7.75 to 1.00

July 1, 2006 through and including September 30, 2006

   7.50 to 1.00

October 1, 2006 through and including December 31, 2007

   7.00 to 1.00

January 1, 2008 through and including December 30, 2008

   6.75 to 1.00

December 31, 2008 through and including June 30, 2010

   6.50 to 1.00

July 1, 2010 through and including December 30, 2010

   6.25 to 1.00

December 31, 2010 and thereafter

   6.00 to 1.00

Section 1.02 Amendment to Section 7.09(b) Effective as of the Effective Date, Section 7.09(b) of the Credit Agreement is hereby amended to read as follows:

(b) Consolidated Senior Leverage Ratio. The Consolidated Senior Leverage Ratio shall not at any time during any period set forth below exceed the ratio set forth opposite such period below:

 

Period

   Ratio

Effective Date through and including September 30, 2005

   5.25 to 1.00

October 1, 2005 through and including December 31, 2005

   5.50 to 1.00

January 1, 2006 through and including June 30, 2006

   5.25 to 1.00

July 1, 2006 through and including December 30, 2007

   5.00 to 1.00

December 31, 2007 through and including December 30, 2008

   4.75 to 1.00

December 31, 2008 through and including December 30, 2009

   4.50 to 1.00

December 31, 2009 through and including December 30, 2010

   4.25 to 1.00

December 31, 2010 and thereafter

   4.00 to 1.00

ARTICLE II

Conditions Precedent

Section 2.01 Conditions Precedent. The parties hereto agree that this First Amendment and the amendment to the Credit Agreement contained herein shall not be effective until the satisfaction of each of the following conditions precedent:


(a) Execution and Delivery of this First Amendment. The Administrative Agent shall have received a copy of this First Amendment executed and delivered by each of the applicable Credit Parties and by all the Lenders and each of the conditions set forth in clauses (b) through (g) below shall have been satisfied.

(b) Representations and Warranties. Each of the representations and warranties made in this First Amendment shall be true and correct on and as of the Effective Date as if made on and as of such date, both before and after giving effect to this First Amendment.

(c) Notes, Loan Documents. The Administrative Agent shall have received all such Loan Documents as may be deemed necessary or advisable by the Administrative Agent.

(d) Resolutions. The Administrative Agent shall have received a certified resolution of the Board of Directors of each of the Borrower and Parent Guarantors authorizing the execution, delivery and performance of this First Amendment.

(e) Fees and Expenses. The Borrower shall pay the estimated fees, costs and out-of-pocket expenses incurred by counsel to the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this First Amendment and all transaction contemplated hereby and thereby.

(f) Amendment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender executing this First Amendment a nonrefundable amendment fee in the amount of 0.10% of the sum of (i) such Lender’s Revolving Commitment plus (ii) such Lender’s Commitments under each Incremental Facility plus (iii) such Lender’s Facility Percentage of the Aggregate Outstanding Term B Loan Balance.

(g) Other Documents and Instruments. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall require.

ARTICLE III

Representations and Warranties

Section 3.01 Representations and Warranties. To induce the Administrative Agent and the several Lenders parties hereto to enter into this First Amendment and to grant the amendments contained herein, each of the Borrower and the Parent Guarantors represents and warrants to the Administrative Agent and the Lenders as follows:

(a) Authorization; No Contravention. The execution, delivery and performance by the applicable Credit Parties of this First Amendment have been duly authorized by all necessary partnership, corporate or limited liability company action, as applicable, and do not and will not (i) contravene the terms of any Charter Documents of


any Credit Party, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which any Credit Party is a party or any order, injunction, writ or decree of any Governmental Authority to which any Credit Party is a party or its property is subject, or (iii) violate any Requirement of Law.

(b) Governmental Authorization. No approval, consent, exemption, authorization or other action by, or notice to, or filing with or approvals required under state blue sky securities laws or by any Governmental Authority is necessary or required in connection with the execution, delivery, performance or enforcement of this First Amendment.

(c) No Default. After giving effect to this First Amendment, no Default or Event of Default exists under any of the Loan Documents. No Credit Party is in default under or with respect to (i) its Charter Documents or (ii) any material Contractual Obligation of such Person. The execution, delivery and performance of this First Amendment shall not result in any default under any Contractual Obligation of any Credit Party in any respect.

(d) Binding Effect. This First Amendment and the Credit Agreement as amended hereby constitute the legal, valid and binding obligations of the Credit Parties that are parties thereto, enforceable against such Credit Parties in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles of general applicability.

(e) Representations and Warranties. The representations and warranties set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof, after giving effect to the amendments contemplated in this First Amendment, as if such representations and warranties were being made on and as of the date hereof.

ARTICLE IV

Miscellaneous

Section 4.01 Ratification of Loan Documents. Except for the specific amendments expressly set forth in this First Amendment, the terms, provisions, conditions and covenants of the Credit Agreement and the other Loan Documents remain in full force and effect and are hereby ratified and confirmed, and the execution, delivery and performance of this First Amendment shall not in any manner operate as a waiver of, consent to or amendment of any other term, provision, condition or covenant of the Credit Agreement or any other Loan Document.

Section 4.02 Fees and Expenses. The Borrower and the Parent Guarantors jointly and severally agree to pay on demand all reasonable costs and expenses of the Administrative Agent


in connection with the preparation, reproduction, execution, and delivery of this First Amendment, and any other documents prepared in connection herewith or therewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent.

Section 4.03 Headings. Article, section and subsection headings in this First Amendment are included herein for convenience of reference only and shall not constitute a part of this First Amendment for any other purpose or be given any substantive effect.

Section 4.04 Applicable Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

Section 4.05 Counterparts and Effective Date. This First Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This First Amendment shall become effective when the Administrative Agent has received counterparts of this First Amendment executed by the Borrower, the Parent Guarantors, each of the other Guarantors and the Lenders and each of the conditions precedent set forth in Article II above has been satisfied (the “Effective Date”).

Section 4.06 Affirmation of Guarantees and Mission Loan Documents. Notwithstanding that such consent is not required thereunder, each of the Parent Guarantors and the other Guarantors hereby consent to the execution and delivery of this First Amendment and reaffirm their respective obligations under each of their respective Guaranty Agreements. Furthermore, notwithstanding that such consent is not required hereunder, each of Borrower and Guarantors (as defined in the Mission Credit Agreement) hereby consents to the execution and delivery of this First Amendment and reaffirm their respective obligations under each of their respective Mission Loan Documents.

Section 4.07 Confirmation of Loan Documents and Liens. As a material inducement to the Lenders to agree to amend the Credit Agreement as set forth herein, the Borrower, the Guarantors and David S. Smith hereby (i) acknowledge and confirm the continuing existence, validity and effectiveness of the Loan Documents to which they are parties, including, without limitation the Security Documents and the Liens granted under the Security Documents, (ii) agree that the execution, delivery and performance of this First Amendment shall not in any way release, diminish, impair, reduce or otherwise adversely affect such Loan Documents and Liens and (iii) acknowledge and agree that the Liens granted under the Security Documents secure (A) the payment of the Obligations under the Loan Documents in the same priority as on the date such Liens were created and perfected, and (B) the performance and observance by the Borrower and the other Credit Parties of the covenants, agreements and conditions to be performed and observed by each under the Credit Agreement, as amended hereby, and the Mission Credit Agreement.


Section 4.08 References to the Credit Agreement. Upon and during the effectiveness of this First Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, or words of like import shall mean and be a reference to the Credit Agreement, as amended by this First Amendment.

Section 4.09 Final Agreement. THIS FIRST AMENDMENT, TOGETHER WITH THE CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Remainder of Page Intentionally Left Blank]


IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered by their proper and duly authorized officers effective as of the Effective Date.

 

BORROWER:
NEXSTAR BROADCASTING, INC.
By:  

/s/ G. Robert Thompson

Name:   G. Robert Thompson
Title:   Chief Financial Officer
PARENT GUARANTORS:
NEXSTAR BROADCASTING GROUP, INC.
NEXSTAR FINANCE HOLDINGS, INC.
By:  

/s/ G. Robert Thompson

Name:   G. Robert Thompson
Title:   Chief Financial Officer


OTHER GUARANTORS
(for purposes of Sections 4.06 and 4.07 hereof):
MISSION BROADCASTING, INC.
By:  

/s/ David S. Smith

Name:   David S. Smith
Title:   President


DAVID S. SMITH
(for purposes of Section 4.07 hereof):

/s/ David S. Smith

DAVID S. SMITH


ADMINISTRATIVE AGENT,

CO-SYNDICATION AGENTS, L/C ISSUER

AND LENDERS:

BANK OF AMERICA, N.A.,
as Administrative Agent, as L/C Issuer
and as a Lender
By:  

/s/ Scott Conner

Name:   Scott Conner
Title:   Vice President


UBS SECURITIES LLC,
as Co-Syndication Agent
By:  

/s/ Eric H. Coombs

Name:   Eric H. Coombs
Title:   Managing Director
By:  

/s/ Amanda J. Montgomery

Name:   Amanda J. Montgomery
Title:   Managing Director


MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED,
as a Co-Syndication Agent
By:  

/s/ Cecile Baker

Name:   Cecile Baker
Title:   Director


UBS LOAN FINANCE LLC,
as a Lender
By:  

/s/ Wilfred V. Saint

Name:   Wilfred V. Saint
Title:   Director
  Banking Products
  Services, US
By:  

/s/ Richard L. Tavrow

Name:   Richard L. Tavrow
Title:   Director
  Banking Products
  Services, US
ROYAL BANK OF CANADA,
as a Lender
By:  

/s/ Suzanne Kaicher

Name:   Suzanne Kaicher
Title:   Attorney - In- Fact
  Royal Bank Of Canada

GENERAL ELECTRIC CAPITAL

CORPORATION,

as a Lender
By:  

/s/ Alicia Freed

Name:   Alicia Freed
Title:   Duly Authorized Signatory


MERRILL LYNCH CAPITAL,

a division of Merrill Lynch Business Financial

Services Inc.,

as a Lender
By:  

/s/ Julia F. Maslanka

Name:   Julia F. Maslanka
Title:   Vice President
CALYON NEW YORK BRANCH,
as a Lender
By:  

/s/ Stephane Ducroizet

Name:   Stephane Ducroizet
Title:   Vice President
By:  

/s/ John McCloskey

Name:   John McCloskey
Title:   Director
MAPLEWOOD (CAYMAN) LIMITED,
By: Babson Capital Management LLC as
Investment Manager
By:  

/s/ Adrienne Musgnug

Name:   Adrienne Musgnug
Title:   Managing Director


BILL & MELINDA GATES FOUNDATION
By: Babson Capital Management LLC as
Investment Adviser
By:  

/s/ Adrienne Musgnug

Name:   Adrienne Musgnug
Title:   Managing Director
BABSON CLO LTD. 2004-II
BABSON CLO LTD. 2004-I
BABSON CLO LTD. 2005-I
By: Babson Capital Management LLC as
Collateral Manager
By:  

/s/ Adrienne Musgnug

Name:   Adrienne Musgnug
Title:   Managing Director
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: Babson Capital Management LLC as
Investment Adviser
By:  

/s/ Adrienne Musgnug

Name:   Adrienne Musgnug
Title:   Managing Director


UBS AG, Stamford Branch,
as a Lender
By:  

/s/ Wilfred V. Saint

Name:   Wilfred V. Saint
Title:   Director
  Banking Products
  Services, US
By:  

/s/ Richard L. Tavrow

Name:   Richard L. Tavrow
Title:   Director
  Banking Products
  Services, US
Carlyle High Yield Partners III, Ltd.,
as a Lender
By:  

/s/ Linda Pace

Name:   Linda Pace
Title:   Managing Director
Carlyle High Yield Partners IV, Ltd.,
as a Lender
By:  

/s/ Linda Pace

Name:   Linda Pace
Title:   Managing Director


Carlyle High Yield Partners VI, Ltd.,
as a Lender
By:  

/s/ Linda Pace

Name:   Linda Pace
Title:   Managing Director
Carlyle High Yield Partners VII, Ltd.,
as a Lender
By:  

/s/ Linda Pace

Name:   Linda Pace
Title:   Managing Director
Carlyle Loan Opportunity Fund,
as a Lender
By:  

/s/ Linda Pace

Name:   Linda Pace
Title:   Managing Director


Carlyle Loan Investment, Ltd.,
as a Lender
By:  

/s/ Linda Pace

Name:   Linda Pace
Title:   Managing Director

FRANKLIN TEMPLETON VARIABLE

INSURANCE PRODUCTS TRUST-FRANKLIN

STRATEGIC INCOME SECURITIES FUND,
as a Lender
By:  

/s/ Tyler Chan

Name:   Tyler Chan
Title:   Vice President
FRANKLIN STRATEGIC INCOME FUND
(CANADA),
as a Lender
By:  

/s/ Tyler Chan

Name:   Tyler Chan
Title:   Vice President


ROSEMONT CLO, Limited
By: Deerfield Capital Management LLC as
its Collateral Manager
By:  

/s/ Mark E. Wittnebel

Name:   Mark E. Wittnebel
Title:   Sr. Vice President
BRYN MAWR CLO, Ltd.
By: Deerfield Capital Management LLC as
its Collateral Manager
By:  

/s/ Mark E. Wittnebel

Name:   Mark E. Wittnebel
Title:   Sr. Vice President
FOREST CREEK CLO, Ltd.
By: Deerfield Capital Management LLC as
its Collateral Manager
By:  

/s/ Mark E. Wittnebel

Name:   Mark E. Wittnebel
Title:   Sr. Vice President


LONG GROVE CLO, Limited
By: Deerfield Capital Management LLC as
its Collateral Manager
By:  

/s/ Mark E. Wittnebel

Name:   Mark E. Wittnebel
Title:   Sr. Vice President
MARKET SQUARE CLO, Ltd.
By: Deerfield Capital Management LLC as
its Collateral Manager
By:  

/s/ Mark E. Wittnebel

Name:   Mark E. Wittnebel
Title:   Sr. 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:   Sr. 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:   Sr. Vice President
Sun America Senior Floating Rate Fund, Inc.
By: AIG Global Investment Corp. Investment
Sub-Advisor,
as a Lender
By:  

/s/ Julie Bothamley

Name:   Julie Bothamley
Title:   Vice President


Galaxy IV CLO, LTd.
By: AIG Global Investment Corp.
its Collateral Manager,
as a Lender
By:  

/s/ Julie Bothamley

Name:   Julie Bothamley
Title:   Vice President
Galaxy V CLO, LTd.
By: AIG Global Investment Corp.
its Collateral Manager,
as a Lender
By:  

/s/ Julie Bothamley

Name:   Julie Bothamley
Title:   Vice President
State Street Bank & Trust Company as Trustee
For GMAM Group Pension Trust I
By:  

/s/ Russell Ricciardi

Name:   Russell Ricciardi
Title:   Client Service Officer


SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor,
as a Lender
By:  

/s/ Michael B. Botthof

Name:   Michael B. Botthof
Title:   Vice President
EATON VANCE SENIOR INCOME TRUST
By: Eaton Vance Management
as Investment Advisor,
as a Lender
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,
as a Lender
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,
as a Lender
By:  

/s/ Michael B. Botthof

Name:   Michael B. Botthof
Title:   Vice President
EATON VANCE CDO VI, LTD.
By: Eaton Vance Management
as Investment Advisor,
as a Lender
By:  

/s/ Michael B. Botthof

Name:   Michael B. Botthof
Title:   Vice President
GRAYSON & CO.
By: Boston Management and Research
as Investment Advisor,
as a Lender
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,
as a Lender
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,
as a Lender
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,
as a Lender
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,
as a Lender
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,
as a Lender
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,
as a Lender
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,
as a Lender
By:  

/s/ Michael B. Botthof

Name:   Michael B. Botthof
Title:   Vice President
Blackhawk Global Floating Rate Income Trust
Blackhawk Limited Duration Income Trust
Blackhawk Senior Income Series
Blackhawk Senior Income Series II
Magnelite IV CLO, Limited
Magnelite V CLO, Limited
Senior Loan Fund,
as a Lender
By:  

/s/ Tom Colwell

Name:   Tom Colwell
Title:   Auth. Sig.
The Sumitomo Trust and Banking Co., Ltd.
New York Branch
By:  

/s/ Elizabeth A. Quirk

Name:   Elizabeth A. Quirk
Title:   Vice President


ARES ENHANCED LOAN INVESTMENT

STRATEGY, LTD.

By:   Ares Enhanced Loan Management, L.P.
Its:   Investment Manager
By:   Ares Enhanced Loan GP, LLC
Its:   General Partner
By:  

/s/ Americo Cascella

Name:   Americo Cascella
Title:   Vice President
Ares V CLO Ltd.
By:   Ares CLO Management V, L.P.,
Its:   Investment Manager
By:   Ares CLO GP V, LLC,
Its:   Managing Member
By:  

/s/ Americo Cascella

Name:   Americo Cascella
Title:   Vice President


Ares VIII CLO Ltd.
By:   Ares CLO Management VIII, L.P.,
Its:   Investment Manager
By:   Ares CLO GP VIII, LLC,
Its:   General Partner
By:  

/s/ Americo Cascella

Name:   Americo Cascella
Title:   Vice President
Ares IX CLO Ltd.
By:  

Ares CLO Management IX, L.P.

Its:   Investment Manager
By:  

Ares CLO GP IX, LLC

Its:   General Partner
By:  

/s/ Americo Cascella

Name:   Americo Cascella
Title:   Vice President


FRANKLIN STRATEGIC SERIES-FRANKLIN
STRATEGIC INCOME FUND,
as a Lender
By:  

/s/ Richard Hsu

Name:   Richard Hsu
Title:   Vice President
FRANKLIN TEMPLETON
LIM. DURATION INCOME TRUST,
as a Lender
By:  

/s/ Richard Hsu

Name:   Richard Hsu
Title:   Vice President
FRANKLIN FLOATING RATE
DAILY ACCESS FUND,
as a Lender
By:  

/s/ Richard Hsu

Name:   Richard Hsu
Title:   Vice President


FRANKLIN FLOATING RATE
MASTER SERIES,
as a Lender
By:  

/s/ Richard Hsu

Name:   Richard Hsu
Title:   Vice President
FRANKLIN CLO II, LIMITED,
as a Lender
By:  

/s/ David Ardini

Name:   David Ardini
Title:   Vice President
FRANKLIN CLO III, LIMITED,
as a Lender
By:  

/s/ David Ardini

Name:   David Ardini
Title:   Vice President


ING PRIME RATE TRUST
By: ING Investment Management Co.
as its Investment Manager
By:  

/s/ Mohamed Basma

Name:   Mohamed Basma
Title:   Vice President
ING SENIOR INCOME FUND
By: ING Investment Management Co.
as its Investment Manager
By:  

/s/ Mohamed Basma

Name:   Mohamed Basma
Title:   Vice President


JUPITER LOAN FUNDING LLC,
as a Lender
By:  

/s/ Anna M. Tallent

Name:   Anna M. Tallent
Title:   Assistant Vice President
PPM MONARCH BAY FUNDING LLC,
as a Lender
By:  

/s/ Anna M. Tallent

Name:   Anna M. Tallent
Title:   Assistant Vice President
PPM SHADOW CREEK FUNDING LLC,
as a Lender
By:  

/s/ Anna M. Tallent

Name:   Anna M. Tallent
Title:   Assistant Vice President


PPM SPYGLASS FUNDING TRUST,
as a Lender
By:  

/s/ Ann E. Morris

Name:   Ann E. Morris
Title:   Authorized Agent
ELF Funding Trust III
By: New York Life Investment Management LLC,
as Attorney-in-Fact,
as a Lender
By:  

/s/ Robert H. Dial

Name:   Robert H. Dial
Title:   Managing Director
NYLIM Institutional Floating Rate Fund, L.P.
By: New York Life Investment Management LLC,
its Investment Manager,
as a Lender
By:  

/s/ Robert H. Dial

Name:   Robert H. Dial
Title:   Managing Director


MainStay Floating Rate Fund, a series of Eclipse
Funds, Inc.
By: New York Life Investment Management LLC,
as a Lender
By:  

/s/ Robert H. Dial

Name:   Robert H. Dial
Title:   Managing Director
New York Life Insurance Company,
as a Lender
By:  

/s/ Robert H. Dial

Name:   Robert H. Dial
Title:   Managing Director
New York Life Insurance and Annuity Corporation
By: New York Life Investment Management LLC,
its Investment Manager,
as a Lender
By:  

/s/ Robert H. Dial

Name:   Robert H. Dial
Title:   Managing Director


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

/s/ Christopher E. Jansen

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

/s/ Christopher E. Jansen

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

/s/ Christopher E. Jansen

Name:   Christopher E. Jansen
Title:   Managing Partner


Robson Trust,
as a Lender
By:  

/s/ Linda R. Karn

Name:   Linda R. Karn
Title:   Authorized Signatory
CSAM Funding III,
as a Lender
By:  

/s/ Linda R. Karn

Name:   Linda R. Karn
Title:   Authorized Signatory
Atrium IV,
as a Lender
By:  

/s/ Linda R. Karn

Name:   Linda R. Karn
Title:   Authorized Signatory


TRS Callisto LLC,
as a Lender
By:  

/s/ Deborah O’Keeffe

Name:   Deborah O’Keeffe
Title:   Vice President
MUIRFIELD TRADING LLC,
as a Lender
By:  

/s/ Anna M. Tallent

Name:   Anna M. Tallent
Title:   Assistant Vice President
Hanover Square CLO Ltd.
By: Blackstone Debt Advisors L.P.
as Collateral Manager,
as a Lender
By:  

/s/ Dean T. Criares

Name:   Dean T. Criares
Title:   Managing Director


Monument Park CDO Ltd.
By: Blackstone Debt Advisors L.P.
as Collateral Manager,
as a Lender
By:  

/s/ Dean T. Criares

Name:   Dean T. Criares
Title:   Managing Director
Essex Park CDO Ltd.
By: Blackstone Debt Advisors L.P.
as Collateral Manager,
as a Lender
By:  

/s/ Dean T. Criares

Name:   Dean T. Criares
Title:   Managing Director
Loan Funding VI LLC,
for itself or as agent for
Corporate Loan Funding VI LLC,
as a Lender
By:  

/s/ Dean T. Criares

Name:   Dean T. Criares
Title:   Managing Director