Amendment No. 3 to Credit Agreement among Verint Systems Inc., Lenders, and Credit Suisse AG, Cayman Islands Branch

Exhibit 10.1

AMENDMENT NO. 3 TO CREDIT AGREEMENT

AMENDMENT dated as of July 27, 2010 (this “Amendment”) to the Credit Agreement dated as of May 25, 2007 (as heretofore amended or modified, the “Credit Agreement”) among VERINT SYSTEMS INC. (the “Borrower”), the LENDERS from time to time party thereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (formerly known as Credit Suisse, Cayman Islands Branch), as Administrative Agent (the “Administrative Agent”).

WHEREAS, the parties hereto desire to amend the Credit Agreement to, among other things, (i) change the method of calculation of the Applicable Margin, (ii) increase the aggregate amount of Incremental Term Loans and Revolving Credit Commitment Increases permitted under the Credit Agreement and (iii) make certain changes to the negative covenants.

NOW, THEREFORE, the parties hereto agree as follows:

Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

Section 2. Section 1.1 (Defined Terms). Section 1.1 of the Credit Agreement is amended as follows:

(a) the following definitions are inserted in appropriate alphabetical order:

“Effective Yield”: as to any Loans, the effective all-in-yield on such Loans as determined by the Administrative Agent, taking into account the applicable interest rate margins, any interest rate floors or similar devices and all fees, including upfront or similar fees or original issue discount (amortized over the shorter of (x) the weighted average life to maturity of such Loans and (y) the four years following the date of incurrence thereof) payable generally to lenders making such Loans, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant lenders and customary consent fees paid generally to consenting lenders. For the Revolving Credit Facility, calculations of effective all-in-yield shall assume that the Revolving Credit Commitments are fully drawn.

“Third Amendment Effective Date”: the “Effective Date” as defined in Amendment No. 3 to Credit Agreement, dated as of July 27, 2010.

(b) the definition of “Applicable Margin” is amended and restated in its entirety to read as follows:

“Applicable Margin”: for each Type of Loan for any day, the rate per annum based on the Consolidated Leverage Ratio as of the relevant date of determination according to the following pricing grid:

				Base Rate				Eurodollar
		Consolidated Leverage Ratio		Loans				Loans
Category 1		Greater than 3:00:1:00			3.25	%			4.25	%
Category 2		Greater than 2:75:1:00 but less than or equal to 3:00:1:00			3.00	%			4.00	%
Category 3		Greater than 2:50:1:00 but less than or equal to 2:75:1:00			2.75	%			3.75	%
Category 4		Less than or equal to 2:50:1:00			2.50	%			3.50	%

Each change in the Applicable Margin resulting from a change in the Consolidated Leverage Ratio shall be effective with respect to all relevant Loans and Letters of Credit outstanding on and after the date of delivery to the Administrative Agent of the financial statements and certificates required by Section 6.1(a) or (b) and Section 6.2(b), respectively, indicating such change until the date immediately preceding the next date of delivery of such financial statements and certificates indicating another such change. Notwithstanding the foregoing, from the Third Amendment Effective Date until the Borrower shall have delivered the financial statements and certificates required by Section 6.1(b) and Section 6.2(b), respectively, for the period ended July 31, 2010, the Consolidated Leverage Ratio shall be deemed to be in Category 3 for purposes of determining the Applicable Margin. In addition, (a) at any time during which the Borrower has failed to deliver the financial statements and certificates required by Section 6.1(a) or (b) and Section 6.2(b), respectively, or (b) at any time after the occurrence and during the continuance of an Event of Default, the Consolidated Leverage Ratio shall be deemed to be in Category 1 for purposes of determining the Applicable Margin.

If any financial statement or Compliance Certificate delivered pursuant to Section 6.1 or 6.2, respectively, is inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall immediately deliver to the Administrative Agent a corrected financial statement and a corrected Compliance Certificate for such Applicable Period, (ii) the Applicable Margin shall be determined based on the corrected Compliance Certificate for such Applicable Period, and (iii) the Borrower shall immediately pay to the Administrative Agent (for the account of the applicable Lenders during the Applicable Period or their successors and assigns) the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period. This paragraph shall not limit the rights of the Administrative Agent or the Lenders with respect to Section 2.15(c) and Section 8 hereof, and shall survive the termination of this Agreement.

(c) the definition of “Base Rate” is amended and restated in its entirety to read as follows:

“Base Rate”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ¹/2 of 1% and (c) the Eurodollar Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; provided that, for the avoidance of doubt, the Eurodollar Rate for any day shall be based on the rate determined on such day at approximately 11:00 A.M., London time, by reference to the British Bankers’ Association Interest Settlement Rates for deposits in Dollars (as set forth by any service selected by the Administrative Agent which has been nominated by the British Bankers’ Association as an authorized vendor for the purpose of displaying such rates) (which rate on any day shall not be less than 1.5% per annum). For purposes hereof: “Prime Rate” shall mean the prime lending rate as set forth on the Reuters Telerate Page 5 (or such other comparable publicly available page as may, in the reasonable opinion of the Administrative Agent after notice to the Borrower, replace such page for the purpose of displaying such rate if such rate no longer appears on the Reuters Telerate page 5), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually available. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate, respectively.

(d) the definition of “Commitment Fee Rate” is amended and restated in its entirety to read as follows:

“Commitment Fee Rate”: 3/4 of 1% per annum.

(e) the definition of “Eurodollar Rate” is amended by inserting the following sentence at the end thereof:

Notwithstanding the foregoing, the Eurodollar Rate on any day shall not be less than 1.5% per annum.

(f) the definition of “Permitted Acquisition” is amended and restated in its entirety to read as follows:

“Permitted Acquisition”: an acquisition or any series of related acquisitions by the Borrower or any of its Subsidiaries (including any merger where the Borrower or any of its Subsidiaries is the surviving entity) of (a) all or substantially all of the assets or a majority of the outstanding voting Capital Stock or economic interests of a Person or (b) any division, line of business or other business unit of a Person (such Person or such division, line of business or other business unit of such Person shall be referred to herein as the “Permitted Acquisition Target”), in each case that is a type of business (or assets used in a type of business) permitted to be engaged in pursuant to Section 7.15, so long as (i) no Default or Event of Default shall then exist or would exist after giving effect thereto, (ii) for any acquisition for an aggregate consideration greater than $10,000,000, the Borrower shall demonstrate to the reasonable satisfaction of the Administrative Agent that, both at the time of the proposed acquisition and after giving effect to the acquisition on a pro forma basis, the Borrower is in compliance with the covenant set forth in Section 7.1, (iii) for any acquisition for an aggregate consideration greater than $10,000,000, the Administrative Agent shall have received (A) a description of the material terms of such acquisition, (B) upon request, audited financial statements (or, if unavailable, management-prepared financial statements) of the Permitted Acquisition Target for its two most recent fiscal years and for any fiscal quarters ended within the fiscal year to date for which financial statements are readily available and (C) upon request, consolidated projected income statements of the Borrower and its Subsidiaries (giving effect to such acquisition), all in form and substance reasonably satisfactory to the Administrative Agent and (iv) such acquisition shall not be a “hostile” acquisition and shall have been approved by the Board of Directors or similar governing body and/or shareholders or other equity holders of the Permitted Acquisition Target.

(g) the definition of “Permitted Refinancing” is amended by deleting the word “and” at the end of clause (ii) thereof, replacing the period at the end of clause (iii) thereof with “; and” and inserting the following clause (iv) at the end thereof:

(iv) if such Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Obligations, such extension, refinancing, renewal, replacement, defeasance or refunding Indebtedness shall be subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders, taken as a whole, as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

(h) the definitions of “Requisite Financial Statements” and “Requisite Ratings” are deleted in their entirety.

Section 3. Section 2.24 (Incremental Credit Extensions). Section 2.24 of the Credit Agreement is amended by (i) replacing the reference to “$50,000,000” with a reference to “$200,000,000” and (ii) inserting the following at the end of the fourth sentence thereof:

(provided that (1) if, following the incurrence of any Incremental Term Loans, the aggregate amount of Incremental Term Loans and Revolving Credit Commitment Increases would exceed $50,000,000, then (x) if the Effective Yield for such Incremental Term Loans as of the date of incurrence of such Incremental Term Loans exceeds the Effective Yield then applicable to any tranche of outstanding Term Loans or Incremental Term Loans (the amount of such excess being referred to herein as the “Term Loan Yield Differential”), then the Applicable Margin then in effect for such Term Loans and Incremental Term Loans shall automatically be increased by the Term Loan Yield Differential at each level in the pricing grid, effective upon the making of the Incremental Term Loans and (y) the weighted average life to maturity of the Incremental Term Loans shall be no shorter than the weighted average life to maturity of the Term Loans and (2) if, following the effectiveness of any Revolving Credit Commitment Increase, the aggregate amount of Revolving Credit Commitments would exceed $75,000,000, then if the Effective Yield for the Revolving Credit Commitments effected pursuant to such Revolving Credit Commitment Increase as of the effective date of such Revolving Credit Commitment Increase exceeds the sum of the Effective Yield then applicable to any tranche of outstanding Term Loans or Incremental Term Loans and 0.50% (the amount of such excess being referred to herein as the “Revolving Credit Yield Differential”), then the Applicable Margin then in effect for such Term Loans and Incremental Term Loans shall automatically be increased by the Revolving Credit Yield Differential at each level in the pricing grid, effective upon the effectiveness of the Revolving Credit Commitment Increase).

Section 4. Sections 6.1 and 6.2 (Financial Statements and Certificates; Other Information). Each instance of the parenthetical phrase “(except, until such time as clause (ii) of the definition of “Applicable Margin” has been satisfied, with respect to the impact of matters disclosed on Schedule 4.1)” in Sections 6.1 and 6.2 of the Credit Agreement is deleted in its entirety.

Section 5. Section 7.1 (Consolidated Leverage Ratio). The table appearing in Section 7.1 of the Credit Agreement is amended and restated in its entirety to read as follows:

		Consolidated
Fiscal Quarter		Leverage Ratio
July 31, 2007		6.00 to 1.00
October 31, 2007		6.00 to 1.00
January 31, 2008		5.50 to 1.00
April 30, 2008		5.50 to 1.00
July 31, 2008		5.50 to 1.00
October 31, 2008		5.50 to 1.00
January 31, 2009		4.50 to 1.00
April 30, 2009		4.50 to 1.00
July 31, 2009		4.50 to 1.00
October 31, 2009		4.50 to 1.00
January 31, 2010		3.50 to 1.00
April 30, 2010		3.50 to 1.00
July 31, 2010		3.50 to 1.00
October 31, 2010		3.50 to 1.00
January 31, 2011		3.50 to 1.00
April 30, 2011		3.50 to 1.00
July 31, 2011		3.50 to 1.00
October 31, 2011		3.50 to 1.00
January 31, 2012 and thereafter		3.00 to 1.00

Section 6. Section 7.2 (Limitation on Indebtedness). Paragraph (j) of Section 7.2 of the Credit Agreement is amended and restated in its entirety to read as follows:

unsecured or subordinated Indebtedness of the Borrower having no scheduled principal payments or prepayments prior to the later of the Term Loan Maturity Date and the latest maturity date of any Incremental Term Loans at such time and any Permitted Refinancing thereof; provided that at the time of the incurrence of such Indebtedness (i) no Default or Event of Default exists or will exist after giving effect to incurrence of such Indebtedness or the use of proceeds thereof and (ii) the Borrower would be in compliance with the covenant set forth in Section 7.1 determined on a pro forma basis as of the last day of the most recently ended fiscal quarter for which the Borrower’s consolidated financial statements have been delivered hereunder; provided further that the sum of (i) the aggregate amount of Indebtedness incurred to finance Permitted Acquisitions of entities which are not or do not become Subsidiary Guarantors, after giving effect to any such Permitted Acquisition and (ii) the aggregate amount of Permitted Acquisition Indebtedness of Subsidiaries that are not Subsidiary Guarantors, shall not exceed $25,000,000; provided further that such aggregate limitation shall be increased to $50,000,000 at any time when the Consolidated Leverage Ratio as at the last day of the most recent fiscal quarter for which the Borrower’s consolidated financial statements have been delivered hereunder and after giving pro forma effect to any incurrence or assumption of such Indebtedness is less than 3.00 to 1.00; provided further that (A) notwithstanding anything herein to the contrary, such Indebtedness shall not at any time benefit from any guarantee other than an unsecured or subordinated guarantee by a Subsidiary Guarantor and (B) if subordinated, such Indebtedness and each such guarantee shall be subordinated in right of payment to the Obligations on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent;

Section 7. Representations of the Borrower. The Borrower represents and warrants that:

(a) the representations and warranties of the Loan Parties set forth in Section 4 of the Credit Agreement and in each other Loan Document are true and correct in all material respects on and as of the date hereof, except in each case to the extent 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;

(b) no Default or Event of Default has occurred and is continuing as of the date hereof;

(c) each Loan Party has the corporate power and authority, and the legal right, to make, deliver and perform this Agreement and the other Loan Documents as modified hereby. Each Loan Party has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such as have been obtained or made and are in full force and effect and filings in respect hereof required under the Exchange Act. This Amendment has been duly executed and delivered on behalf of each Loan Party. This Amendment constitutes, and each Loan Document as modified hereby constitutes, a legal, valid and binding obligation of each Loan Party that is a party hereto or thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law);

(d) the execution, delivery and performance of this Amendment and the Loan Documents as modified hereby will not violate any Requirement of Law or any material Contractual Obligation of the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such material Contractual Obligation (other than the Liens created by the Security Documents); and

(e) the Borrower has previously received Corporate Ratings from each of Moody’s and S&P and has previously delivered to the Administrative Agent the Requisite Financial Statements (as defined in the Credit Agreement as in effect immediately prior to giving effect to this Amendment).

Section 8. Effectiveness. This Amendment shall become effective on the first date on which all of the following conditions have been satisfied (such date, the “Effective Date”):

(a) the Administrative Agent shall have received from the Borrower, each Subsidiary Guarantor and the Required Lenders an executed counterpart hereof or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof;

(b) the Administrative Agent shall have received from Verint Video Solutions Inc. (“Verint Video”), as Grantor, an executed counterpart of an amendment substantially in the form attached hereto as Exhibit A (the “Mortgage Amendment”) to that certain Deed of Trust, Security Agreement, Assignment of Leases and Rents, Fixture Filing and Financing Statement dated as of July 24, 2007 (the “Existing Mortgage”);

(c) the Administrative Agent shall have received from the Borrower a fee for the account of each Lender that has executed and delivered a signature page hereto to the Administrative Agent no later than 5:00 p.m. (New York time) on July 26, 2010 (or such later deadline, if any, as may be agreed to by the Borrower and indicated by the Administrative Agent to the Lenders for receipt of signatures) in an amount equal to 10 basis points of the sum of such Lender’s outstanding principal amount of Term Loans and Revolving Credit Commitment (whether used or unused) immediately prior to the effectiveness of this Amendment;

(d) any fees and expenses owing by the Borrower to the Administrative Agent (or its affiliates), as separately agreed to in writing by the Borrower and the Administrative Agent (or its affiliates) and invoiced to the Borrower in reasonable detail prior to the date hereof, shall have been paid in full;

(e) the Administrative Agent shall have received a written opinion of Jones Day, counsel to the Borrower and its Subsidiaries, dated as of the date hereof, in form and substance reasonably satisfactory to the Administrative Agent; and

(f) the Administrative Agent shall have received such certificates, resolutions or other documents of the Loan Parties as the Administrative Agent may reasonably require in connection herewith, including all documents and certificates it may reasonably request relating to (i) the organization, existence and good standing of each Loan Party, (ii) the corporate or other authority for and validity of this Amendment and each Loan Document as modified hereby and (iii) the incumbency of the officers of each Loan Party executing this Amendment, and other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent.

Section 9. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

Section 10. Consent to Mortgage Amendment. Each Loan Party and each Lender party hereto hereby consents to the Administrative Agent and Verint Video entering into the Mortgage Amendment.

Section 11. Confirmation of Guaranties and Security Interests. By signing this Amendment, each Loan Party hereby confirms that (i) the obligations of the Loan Parties under the Credit Agreement as modified hereby and the other Loan Documents (including the Existing Mortgage, as modified by the Mortgage Amendment) constitute Obligations, (ii) the Secured Parties are entitled to the benefits of the guarantees and the security interests set forth or created in the Guarantee and Collateral Agreement and the other Loan Documents (including the Existing Mortgage, as modified by the Mortgage Amendment) and (iii) notwithstanding the effectiveness of the terms hereof, the Guarantee and Collateral Agreement and the other Loan Documents (including the Existing Mortgage, as modified by the Mortgage Amendment) are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects.

Section 12. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Section 13. Loan Document. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement.

Section 14. Cover Page. On the Effective Date, the cover page to the Credit Agreement will be replaced with the cover page attached hereto as Exhibit B, and the Persons listed as Agents on such cover page shall be assigned the titles appearing therein.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

		BORROWER VERINT SYSTEMS INC.
		By:		/s/ Douglas Robinson
				Name: Douglas Robinson
				Title:   Chief Financial Officer
		SUBSIDIARY GUARANTORS VERINT VIDEO SOLUTIONS INC. VERINT AMERICAS INC.
				(f/k/a Witness Systems, Inc.)
		VERINT WITNESS SYSTEMS LLC
				(f/k/a Witness Systems, LLC)
		VERINT BLUE PUMPKIN SOFTWARE LLC
				(f/k/a Blue Pumpkin Software, LLC)
		By:		/s/ Douglas Robinson
				Name: Douglas Robinson
				Title:   Treasurer

		ADMINISTRATIVE AGENT CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent
		By:		/s/ Jay Chall
				Name: Jay Chall Title: Director
		By:		/s/ Christopher Reo Day
				Name: Christopher Reo Day
				Title: Associate

		LENDER Ares Enhanced Loan Investment Strategy III, Ltd., Ares Enhanced Loan Investment Strategy III, Ltd.
				By: Ares Enhanced Loan Management III, L.P., its Portfolio Manager By: Ares Enhanced Loan III GP, LLC, its General Partner
		By:		/s/ Americo Casella
				Name: Americo Casella
				Title: Vice President
		LENDER Ares Institutional Loan Fund B.V., Ares Institutional Loan Fund B.V.
				By: Ares Management Limited, as Manager
		By:		/s/ Americo Casella
				Name: Americo Casella
				Title: Vice President
		LENDER Ares XII CLO Ltd., Ares XII CLO Ltd.,
				By: Ares CLO Management XIII, L.P., its Asset Manager By: Ares CLO GP XIII, LLC., its General Partner
		By:		/s/ Americo Casella
				Name: Americo Casella
				Title: Vice President

		LENDER ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD., ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD.
				By: ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT, L.P., ITS MANAGER By: ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT, GP, LLC, AS GENERAL PARTNER
		By:		/s/ Seth J. Brufsky
				Name: Seth J. Brufsky
				Title: Vice President
		LENDER Confluent 2 Limited, Confluent 2 Limited
				By: Ares Private Account Management I, L.P., as Sub-Manager By: Ares Private Account Management I GP, LLC, its General Partner
		By:		/s/ Americo Casella
				Name: Americo Casella
				Title: Vice President

		LENDER Future Fund Board of Guardians
				By: Ares Enhanced Loan Investment Strategy Advisor IV, L.P., its Investment Manager (on behalf of the Elis IV Sub Account) By: Ares Enhanced Loan Investment Strategy Advisor IV GP, LLC, its General Partner
		By:		/s/ Americo Casella
				Name: Americo Casella
				Title: Vice President
		LENDER SEI Institutional Managed Trust Enhanced Income Fund, SEI Institutional Managed Trust Enhanced Income Fund
				By: Ares Management LLC, as Portfolio Manager
		By:		/s/ Americo Casella
				Name: Americo Casella
				Title: Vice President
		LENDER Sei Institutional Investments Trust Enhanced LIBOR Opportunities Fund, Sei Institutional Investments Trust Enhanced LIBOR Opportunities Fund
				By: Ares Management LLC, as Portfolio Manager
		By:		/s/ Americo Casella
				Name: Americo Casella
				Title: Vice President

		LENDER Barclays Bank PLC,
		By:		/s/ Tina Wong
				Name: Tina Wong
				Title: Authorized Signatory
		If a second signature is required:
		By:
				Name:
				Title:
		LENDER Essex Park CDO Ltd. By: Blackstone Debt Advisors L.P. as Collateral Manager
		By:		/s/ Daniel H. Smith
				Name: Daniel H. Smith
				Title: Authorized Signatory
		LENDER Inwood Park CDO Ltd. By: Blackstone Debt Advisors L.P., as Collateral Manager
		By:		/s/ Daniel H. Smith
				Name: Daniel H. Smith
				Title: Authorized Signatory

		LENDER Lafayette Square CDO Ltd. By: Blackstone Debt Advisors L.P., as Collateral Manager
		By:		/s/ Daniel H. Smith
				Name: Daniel H. Smith
				Title: Authorized Signatory
		LENDER Monument Park CDO Ltd. By: Blackstone Debt Advisors L.P., as Collateral Manager
		By:		/s/ Daniel H. Smith
				Name: Daniel H. Smith
				Title: Authorized Signatory
		LENDER Prospect Park CDO Ltd. By: Blackstone Debt Advisors L.P., as Collateral Manager
		By:		/s/ Daniel H. Smith
				Name: Daniel H. Smith
				Title: Authorized Signatory

		LENDER Credit Suisse Loan Funding LLC
		By:		/s/ Barry Zamore
				Name: Barry Zamore
				Title: Managing Director
		By:		/s/ Sathish Shanthan
				Name: Sathish Shanthan
				Title: Authorized Signatory
		LENDER Arizona State Retirement System
				By: Credit Suisse Alternative Capital, Inc., its Investment Adviser
		By:		/s/ Louis Farano
				Name: Louis Farano
				Title: Authorized Signatory
		If a second signature is required:
		By:
				Name:
				Title:

		LENDER Atrium CDO
		By:		/s/ Louis Farano
				Name: Louis Farano
				Title: Authorized Signatory
		If a second signature is required:
		By:
				Name:
				Title:
		LENDER Atrium II
		By:		/s/ Louis Farano
				Name: Louis Farano
				Title: Authorized Signatory
		If a second signature is required:
		By:
				Name:
				Title:

		LENDER Atrium III
		By:		/s/ Louis Farano
				Name: Louis Farano
				Title: Authorized Signatory
		If a second signature is required:
		By:
				Name:
				Title:
		LENDER Atrium IV
		By:		/s/ Louis Farano
				Name: Louis Farano
				Title: Authorized Signatory
		If a second signature is required:
		By:
				Name:
				Title:

		LENDER Atrium V
				By: Credit Suisse Alternative Capital, Inc., as Collateral Manager
		By:		/s/ Louis Farano
				Name: Louis Farano
				Title: Authorized Signatory
		If a second signature is required:
		By:
				Name:
				Title:
		LENDER Atrium VI
				By: Credit Suisse Alternative Capital, Inc., as Collateral Manager
		By:		/s/ Louis Farano
				Name: Louis Farano
				Title: Authorized Signatory
		If a second signature is required:
		By:
				Name:
				Title: