EX-10 2 ex10-1.txt EX. 10.1 - 2D AM & CONSENT TO CREDIT AGMT SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT ------------------------------------------------ SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this "Second Amendment"), dated as of April 29, 2005, among FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation (the "Borrower"), various Lenders party to the Credit Agreement referred to below, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the "Administrative Agent"). All capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below. W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Borrower, various lenders from time to time party thereto (the "Lenders"), Bank of America, N.A., as Syndication Agent, CoBank, ACB, and General Electric Capital Corporation, as Co-Documentation Agents, and the Administrative Agent are parties to a Credit Agreement, dated as of February 8, 2005 (the "Credit Agreement"); and WHEREAS, subject to the terms and conditions of this Second Amendment, the parties hereto wish to amend or otherwise modify certain provisions of the Credit Agreement and the Lenders wish to grant a consent to certain provisions of the Credit Agreement, in each case as herein provided; NOW, THEREFORE, IT IS AGREED: I. Amendment and Consent to Credit Agreement. 1. Section 3.02(A)(e) of the Credit Agreement is hereby amended by deleting the text "Section 6.01(e)" in each place it appears in said Section and inserting the text "Section 6.01(d) or (e), as the case may be," in lieu thereof. 2. Section 6.01(d) of the Credit Agreement is hereby amended by (i) inserting the text "(x)" immediately after the text "6.01(b)," appearing in said Section and (ii) inserting the following text prior to the period at the end of said Section: "and (y) the amount of Dividends, if any, that the Borrower intends to pay on the immediately succeeding date on which the Borrower's dividend policy provides for Dividends to be paid by the Borrower on the Borrower Common Stock". 3. Section 6.01(e) of the Credit Agreement is hereby amended by deleting said Section in its entirety and inserting the following new Section 6.01(e) in lieu thereof: "(e) Year-End Quarterly Compliance Certificate. Within 60 days following the end of the last fiscal quarter of each fiscal year of the Borrower, a certificate (each, a "Year-End Quarterly Compliance Certificate") from an Authorized Officer, which certificate shall set forth (i) the calculations required to establish (I) the Interest Coverage Ratio and the Leverage Ratio as of the last day of the Test Period then last ended and (II) the Available Cash and Cumulative Distributable Cash, in each case determined as at the last day of the Test Period then last ended, and (ii) the amount of Dividends, if any, that the Borrower intends to pay on the immediately succeeding date on which the Borrower's dividend policy provides for Dividends to be paid by the Borrower on the Borrower Common Stock.". 4. Notwithstanding anything to the contrary contained in Section 6.10(a)(iv) and (ix) of the Credit Agreement, in connection with (and only with) any Permitted Acquisition consummated prior to June 30, 2005, the Borrower shall not be required to (x) demonstrate compliance with the covenant contained in Section 7.11 for the Calculation Period then most recently ended as otherwise required by said Section 6.10(a)(iv) or (y) include calculations of compliance with (and only with) such covenant in any officers' certificate delivered pursuant to Section 6.10(a)(ix). 5. Section 7.09(a)(iii) of the Credit Agreement is hereby amended by deleting said Section in its entirety and inserting the following new Section 7.09(a)(iii) in lieu thereof: "(iii) the Borrower may declare and pay Dividends to the holders of Borrower Common Stock (including by way of the repurchase of outstanding shares of Borrower Common Stock) in an amount not to exceed the amount of Cumulative Distributable Cash (determined as of the Dividend Calculation Date); provided that no such Dividend shall be made (v) prior to the date of the delivery of the Quarterly Compliance Certificate for the fiscal quarter of the Borrower ended June 30, 2005, (w) if a Default or Event of Default exists on the respective Dividend Calculation Date or would exist immediately after giving effect to the making of such Dividend, (x) if a Dividend Suspension Period is in effect on the respective Dividend Calculation Date, (y) if the Minimum Liquidity Condition is not satisfied on the respective Dividend Calculation Date (before and after giving effect to the respective Dividend) and (z) in the case of a payment of a Dividend, unless the Borrower shall have delivered an officer's certificate on the respective Dividend Calculation Date certifying that the Cumulative Distributable Cash on such date (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Dividend) exceeds the aggregate amount of the proposed Dividend;". 6. Section 7.09(a) of the Credit Agreement is hereby further amended by deleting clause (xvi) of said Section in its entirety and inserting the following new clause (xvi) in lieu thereof: "(xvi) so long as (x) no Default or Event of Default then exists or would exist immediately after giving effect thereto and (y) the Minimum Liquidity Condition is satisfied at such time, the Borrower may (I) at any time prior to the 70th day following the Initial Borrowing Date, make a one-time payment of cash Dividends on then outstanding shares of Borrower Common Stock of $0.22543 per share of Borrower Common Stock (which based on the number of outstanding shares of Borrower Common Stock as of the Initial Borrowing Date equates to approximately $7,800,000) and (II) at any time after June 30, 2005 and on or prior to July 30, 2005, make a one-time payment of cash Dividends on then outstanding shares of Borrower Common Stock of approximately -2- $0.3978 per share of Borrower Common Stock (which based on the number of outstanding shares of Borrower Common Stock as of the Initial Borrowing Date equates to approximately $14,000,000);". 7. The definition of "Cumulative Distributable Cash" appearing in Section 9 of the Credit Agreement is hereby amended by inserting the text "(and, prior to the application thereof to the payment of Dividends and without duplication, the aggregate amount of cash paid over to the paying agent by the Borrower for the payment of Dividends on Borrower Common Stock on a given Dividend Calculation Date)" immediately after the text "on the Borrower Common Stock" appearing in sub-clause (ii) of said definition. 8. The definition of "Dividend Suspension Period" appearing in Section 9 of the Credit Agreement is hereby amended by deleting the text "Section 6.01(e)" appearing in said Section and inserting the text "Section 6.01(d) or (e), as the case may be," in lieu thereof. 9. Section 9 of the Credit Agreement is hereby further amended by (i) deleting the definition of "Quarterly Compliance Certificate" appearing in said Section and (ii) inserting the following new definitions in lieu thereof: "Dividend Calculation Date" shall mean (i) in the case of a declaration of any Dividend, the date of the declaration of such Dividend and (ii) in the case of a payment of any Dividend, the Business Day preceding the date of the payment of such Dividend. "Quarterly Compliance Certificate" shall mean (i) any Year-End Quarterly Compliance Certificate and (ii) any certificate delivered pursuant to Section 6.01(d) in respect of any fiscal quarter of the Borrower (commencing with the first full fiscal quarter of the Borrower ending after the Initial Borrowing Date). "Year-End Quarterly Compliance Certificate" shall have the meaning provided in Section 6.01(e). II. Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Second Amendment, the Borrower hereby represents and warrants that: (a) no Default or Event of Default exists as of the Second Amendment Effective Date (as defined below), both immediately before and immediately after giving effect thereto; and (b) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date both immediately before and immediately after giving effect thereto, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). -3- 2. This Second Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document. 3. This Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 4. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING REGARD TO ANY CONFLICTS OF LAWS PROVISIONS THEREOF). 5. This Second Amendment shall become effective on the date (the "Second Amendment Effective Date") when each of the Borrower and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counter parts) and shall have delivered (including by way of facsimile transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036, attention: May Yip (facsimile number: 212-354-8113 / email address: myip@whitecase.com). 6. The Borrower hereby covenants and agrees, so long as the Second Amendment Effective Date occurs, to pay to each Lender which has executed and delivered to the Administrative Agent (or its designee) a counterpart hereof by the later to occur of (x) 2:00 P.M. (New York time) on April 29, 2005 and (y) 2:00 P.M. (New York time) on the Second Amendment Effective Date (such later date, the "Outside Date"), a non-refundable cash amendment fee equal to 0.05% of the sum of (i) each such Lender's Revolving Commitment as in effect on the Second Amendment Effective Date and (ii) the aggregate outstanding principal amount of its Term Loans immediately prior to the Second Amendment Effective Date, which fee shall not be subject to counterclaim or set-off for, or be otherwise affected by, any claim or dispute relating to any other matter and shall be paid by the Borrower to the Administrative Agent for distribution to the applicable Lenders on the second Business Day following the Outside Date. 7. From and after the Second Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby. * * * -4- IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Second Amendment as of the date first above written. FAIRPOINT COMMUNICATIONS, INC. By: Timothy W. Henry ----------------- Name: Timothy W. Henry Title: Vice President of Finance and Treasurer DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually and as Administrative Agent By: Anca Trifan ------------ Name: Anca Trifan Title: Director By: Gregory Shefrin ---------------- Name: Gregory Shefrin Title: Director BANK OF AMERICA, N.A., Individually and as Syndication Agent By: Robert Klawinksi ----------------- Name: Robert Klawinski Title: Senior Vice President COBANK, ACB, Individually and as Co-Documentation Agent By: Rick Freeman ------------- Name: Rick Freeman Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION, Individually and as Co-Documentation Agent By: Matthew A. Toth, III --------------------- Name: Matthew A. Toth, III Title: Authorized Signatory SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF APRIL 29, 2005, AMONG FAIRPOINT COMMUNICATIONS, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT SUNAMERICA LIFE INSURANCE COMPANY By: AIG Global Investment Corp., Its Investment Advisor By: /s/ W. Jeffrey Baxter -------------------- Name: W. Jeffrey Baxter Title: Vice President GALAXY CLO 2003-1, LTD. By: AIG Global Investment Corp., Its Investment Advisor By: /s/ W. Jeffrey Baxter ------------------- Name: W. Jeffrey Baxter Title: Vice President GALAXY III CLO, LTD. By: AIG Global Investment Corp., Its Investment Advisor By: /s/ W. Jeffrey Baxter ------------------- Name: W. Jeffrey Baxter Title: Vice President GALAXY IV CLO, LTD. By: AIG Global Investment Corp., Its Investment Advisor By: /s/ W. Jeffrey Baxter -------------------- Name: W. Jeffrey Baxter Title: Vice President SUNAMERICA SENIOR FLOATING RATE FUND By: AIG Global Investment Corp., Its Investment Sub-Advisor By: /s/ W. Jeffrey Baxter -------------------- Name: W. Jeffrey Baxter Title: Vice President KZH SOLEIL LLC By: /s/ Hi Hua ---------- Name: Hi Hua Title: Authorized Agent KZH SOLEIL-2 LLC By: /s/ Hi Hua ---------- Name: Hi Hua Title: Authorized Agent LANDMARK V CDO LIMITED By: Aladdin Capital Management, LLC, as Manager By: /s/ John J. D'Angelo -------------------- Name: John J. D'Angelo Title: Authorized Signatory LANDMARK IV CDO LIMITED By: Aladdin Capital Management, LLC, as Manager By: /s/ John J. D'Angelo -------------------- Name: John J. D'Angelo Title: Authorized Signatory LANDMARK III CDO LIMITED By: Aladdin Capital Management, LLC, as Manager By: /s/ John J. D'Angelo -------------------- Name: John J. D'Angelo Title: Authorized Signatory LANDMARK CDO LIMITED By: Aladdin Capital Management, LLC, as Manager By: /s/ John J. D'Angelo -------------------- Name: John J. D'Angelo Title: Authorized Signatory WB LOAN FUNDING 1, LLC By: /s/ Diana M. Himes ------------------ Name: Diana M. Himes Title: Associate PACIFICA CDO II, LTD. By: /s/ An Pham, Jr. ---------------- Name: An Pham, Jr. Title: Vice President NEW ALLIANCE GLOBAL CDO, LIMITED By: Alliance Capital Management L.P., as Sub-Adviser By: Alliance Capital Management Corporation, as General Partner By: /s/ Nantha K. Suppiah --------------------- Name: Nantha K. Suppiah Title: Vice President ACM INCOME FUND, INC. By: /s/ Nantha K. Suppiah --------------------- Name: Nantha K. Suppiah Title: Vice President IDS LIFE INSURANCE COMPANY By: American Express Asset Management Group, Inc., as Collateral Manager By: /s/ Yvonne E. Stevens --------------------- Name: Yvonne E. Stevens Title: Managing Director AMERICAN EXPRESS CERTIFICATE COMPANY By: American Express Asset Management Group, Inc., as Collateral Manager By: /s/ Yvonne E. Stevens --------------------- Name: Yvonne E. Stevens Title: Managing Director CENTURION CDO VII, LTD. By: American Express Asset Management Group, Inc., as Collateral Manager By: /s/ Robin C. Stancil -------------------- Name: Robin C. Stancil Title: Supervisor, Fixed Income Support Team CENTURION CDO VI, LTD. By: American Express Asset Management Group, Inc., as Collateral Manager By: /s/ Robin C. Stancil -------------------- Name: Robin C. Stancil Title: Supervisor, Fixed Income Support Team CENTURION CDO 9, LTD. By: American Express Asset Management Group, Inc., as Collateral Manager By: /s/ Robin C. Stancil -------------------- Name: Robin C. Stancil Title: Supervisor, Fixed Income Support Team CENTURION CDO 8, LTD. By: American Express Asset Management Group, Inc., as Collateral Manager By: /s/ Robin C. Stancil -------------------- Name: Robin C. Stancil Title: Supervisor, Fixed Income Support Team CENTURION CDO II, LTD. By: American Express Asset Management Group, Inc., as Collateral Manager By: /s/ Robin C. Stancil -------------------- Name: Robin C. Stancil Title: Supervisor, Fixed Income Support Team AVENUE CLO FUND, LIMITED By: /s/ Richard D'Addario --------------------- Name: Richard D'Addario Title: Senior Portfolio Manager BABSON CLO LTD. 2004-I BABSON CLO LTD. 2004-II BABSON CLO LTD. 2005-I SUFFIELD CLO, LIMITED TRYON CLO LTD. 2000-I By: /s/ David P. Wells -------------------- Name: David P. Wells, CFA Title: Managing Director MAPLEWOOD (CAYMAN) LIMITED By: Babson Capital Management LLC, as Investment Manager By: /s/ David P. Wells -------------------- Name: David P. Wells, CFA Title: Managing Director MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC, as Investment Advisor By: /s/ David P. Wells -------------------- Name: David P. Wells, CFA Title: Managing Director SIMSBURY CLO, LIMITED By: Babson Capital Management LLC, under delegated authority from Massachusetts Mutual LifeInsurance Company as Collateral Manager By: /s/ David P. Wells -------------------- Name: David P. Wells, CFA Title: Managing Director BALLANTYNE FUNDING LLC By: /s/ Meredith J. Koslick ----------------------- Name: Meredith J. Koslick Title: Assistant Vice President BANK OF MONTREAL By: HIM Monegy, Inc. as Agent By: /s/ Piper Kerr -------------- Name: Piper Kerr Title: Vice President BRAYMOOR & CO. By: Bear Stearns Asset Management, Inc., as its attorney-in-fact By: /s/ Jonathan Berg ----------------- Name: Jonathan Berg Title: Associate Director BEAR STEARNS LOAN TRUST By: Bear Stearns Asset Management, Inc., as its attorney-in-fact By: /s/ Jonathan Berg ----------------- Name: Jonathan Berg Title: Associate Director BEAR STEARNS INSTITUTIONAL LOAN MASTER FUND, LTD. By: Bear Stearns Asset Management Inc., as its Investment Manager By: /s/ Jonathan Berg ----------------- Name: Jonathan Berg Title: Associate Director BLACKROCK GLOBAL FLOATING RATE INCOME TRUST BLACKROCK LIMITED DURATION INCOME TRUST BLACKROCK SENIOR INCOME SERIES BLACKROCK SENIOR INCOME SERIES II MAGNETITE IV CLO, LIMITED MAGNETITE V CLO, LIMITED SENIOR LOAN PORTFOLIO By: /s/ Tom Colwell --------------- Name: Tom Colwell Title: Authorized Signatory FBS CBNA LOAN FUNDING LLC By: /s/ Greg Bresner ---------------- Name: Greg Bresner Title: CALLIDUS DEBT PARTNERS CLO FUND III LTD. By: Callidus Capital Management, LLC, as its Collateral Manager By: /s/ Wayne Mueller ----------------- Name: Wayne Mueller Title: Senior Managing Director WHITNEY CLO I By: Centre Pacific, its Manager By: /s/ John M. Casparian --------------------- Name: John M. Casparian Title: Chief Operating Officer ECL FUNDING LLC for itself or as agent for ECL2 FUNDING LLC By: /s/ Janet Haack --------------- Name: Janet Haack Title: Attorney-in Fact CALDI FUNDING LLC By: /s/ Meredith J. Koslick ----------------------- Name: Meredith J. Koslick Title: Assistant Vice President CIT LENDING SERVICES CORPORATION By: /s/ Michael V. Monahan ---------------------- Name: Michael V. Monahan Title: Vice President EAGLE MASTER FUND LTD. By: Citigroup Alternative Investments., as Investment Manager for and on behalf of Eagle Master Fund Ltd. By: /s/ Daniel Slotkin ------------------ Name: Daniel A. Slotkin Title: Director CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC. By: Travelers Asset Management International Company LLC, By: /s/ Daniel Slotkin ------------------ Name: Daniel A. Slotkin Title: Director MADISON PARK FUNDING I, LTD. By: /s/ David H. Lerner ------------------- Name: David H. Lerner Title: Authorized Signatory ATRIUM IV By: /s/ David H. Lerner ------------------- Name: David H. Lerner Title: Authorized Signatory CSAM FUNDING I By: /s/ David H. Lerner ------------------- Name: David H. Lerner Title: Authorized Signatory ATRIUM CDO By: /s/ David H. Lerner ------------------- Name: David H. Lerner Title: Authorized Signatory HEWETT'S ISLAND CLO II, LTD. By: Cypress Tree Investment Management Company, Inc., as Portfolio Manager By: /s/ John A. Frabotta -------------------- Name: John A. Frabotta Title: Authorized Signatory ACCESS INSTITUTIONAL LOAN FUND By: Deerfield Capital Management LLC, as its Portfolio Manager By: /s/ Mark E. Whittnebel ---------------------- Name: Mark E. Whittnebel Title: Senior Vice President BRYN MAWR CLO, LTD. By: Deerfield Capital Management LLC, as its Collateral Manager By: /s/ Mark E. Whittnebel ---------------------- Name: Mark E. Whittnebel Title: Senior Vice President CUMBERLAND II CLO LTD. By: Deerfield Capital Management LLC, as its Collateral Manager By: /s/ Mark E. Whittnebel ---------------------- Name: Mark E. Whittnebel Title: Senior Vice President FOREST CREEK CLO, LTD. By: Deerfield Capital Management LLC, as its Collateral Manager By: /s/ Mark E. Whittnebel ---------------------- Name: Mark E. Whittnebel Title: Senior Vice President LONG GROVE CLO, LIMITED By: Deerfield Capital Management LLC, as its Collateral Manager By: /s/ Mark E. Whittnebel ---------------------- Name: Mark E. Whittnebel Title: Senior Vice President MARKET SQUARE CLO, LTD. By: Deerfield Capital Management LLC, as its Collateral Manager By: /s/ Mark E. Whittnebel ---------------------- Name: Mark E. Whittnebel Title: Senior Vice President ROSEMONT CLO, LTD. By: Deerfield Capital Management LLC, as its Collateral Manager By: /s/ Mark E. Whittnebel ---------------------- Name: Mark E. Whittnebel Title: Senior Vice President DEERFIELD OPPORTUNITY FUND By: /s/ Mark E. Whittnebel ---------------------- Name: Mark E. Whittnebel Title: Senior Vice President MUIRFIELD TRADING LLC By: /s/ Meredith J. Koslick ----------------------- Name: David H. Lerner Title: Assistant Vice President SENIOR DEBT PORTFOLIO By: Boston Management and Research, as Investment Advisor By: /s/ Michael B. Botthof ---------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management, as Investment Advisor By: /s/ Michael B. Botthof ---------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE INSTITUTIONAL SENIOR LOAN FUND By: Eaton Vance Management, as Investment Advisor By: /s/ Michael B. Botthof ---------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE CDO III, LTD. By: Eaton Vance Management, as Investment Advisor By: /s/ Michael B. Botthof ---------------------- Name: Michael B. Botthof Title: Vice President CONSTANTINUS EATON VANCE CDO V, LTD. By: Eaton Vance Management, as Investment Advisor By: /s/ Michael B. Botthof ---------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE CDO VI LTD. By: Eaton Vance Management, as Investment Advisor By: /s/ Michael B. Botthof ---------------------- Name: Michael B. Botthof Title: Vice President GRAYSON & CO. By: Boston Management and Research, as Investment Advisor By: /s/ Michael B. Botthof ---------------------- Name: Michael B. Botthof Title: Vice President BIG SKY SENIOR LOAN FUND, LTD. By: Eaton Vance Management, as Investment Advisor By: /s/ Michael B. Botthof ---------------------- Name: Michael B. Botthof Title: Vice President THE NORINCHUKIN BANK, NEW YORK BRANCH through State Street Bank and Trust Company N.A. as Fiduciary Custodian By: Eaton Vance Management, Attorney-in-Fact By: /s/ Michael B. Botthof ---------------------- Name: Michael B. Botthof Title: Vice President BIG SKY II SENIOR LOAN TRUST By: Eaton Vance Management, as Investment Advisor By: /s/ Michael B. Botthof ---------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE VT FLOATING-RATE INCOME FUND By: Eaton Vance Management, as Investment Advisor By: /s/ Michael B. Botthof ---------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE LIMITED DURATION INCOME FUND By: Eaton Vance Management, as Investment Advisor By: /s/ Michael B. Botthof ---------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE SENIOR FLOATING-RATE TRUST By: Eaton Vance Management, as Investment Advisor By: /s/ Michael B. Botthof ---------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE FLOATING-RATE INCOME TRUST By: Eaton Vance Management, as Investment Advisor By: /s/ Michael B. Botthof ---------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND By: Eaton Vance Management, as Investment Advisor By: /s/ Michael B. Botthof ---------------------- Name: Michael B. Botthof Title: Vice President FEDERAL LAND BANK ASSOCIATION OF TEXAS, FLCA By: /s/ James R. Isenhower ---------------------- Name: James R. Isenhower Title: Chief Executive Officer FLAGSHIP CLO II By: Flagship Capital Management, Inc. By: /s/ Eric S. Meyer ----------------- Name: Eric S. Meyer Title: Director FLAGSHIP CLO III By: Flagship Capital Management, Inc. By: /s/ Eric S. Meyer ----------------- Name: Eric S. Meyer Title: Director AURUM CLO 2002-I, LTD. By: Columbia Management Advisors, Inc., as Investment Manager By: /s/ Eric S. Meyer ----------------- Name: Eric S. Meyer Title: Vice President FOUR CORNERS CLO 2005, LTD. By: Four Corners Capital Management LLC, as Collateral Manager By: /s/ Steven Columbaro -------------------- Name: Steven Columbaro Title: Vice President MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/ UTILITIES DIVIDEND & INCOME FUND By: Four Corners Capital Management LLC, as Sub-Adviser By: /s/ Steven Columbaro -------------------- Name: Steven Columbaro Title: Vice President FRANKLIN FLOATING RATE TRUST FRANKLIN FLOATING RATE MASTER SERIES FRANKLIN FLOATING RATE DAILY ACCESS FUND FRANKLIN CLO I, LTD. FRANKLIN CLO II, LTD. FRANKLIN CLO III, LTD. FRANKLIN CLO IV, LTD. By: /s/ Tyler Chan -------------- Name: Tyler Chan Title: Vice President GOLDMAN SACHS CREDIT PARTNERS L.P. By: /s/ Stephen King ---------------- Name: Stephen King Title: Authorized Signatory GULF STREAM-COMPASS CLO 2005-1 LTD. By: Gulf Stream Asset Management LLC, as Collateral Manager By: /s/ Barry K. Love ----------------- Name: Barry K. Love Title: Chief Credit Officer BUSHNELL CBNA LOAN FUNDING LLC, for itself or as agent for BUSHNELL CFPI LOAN FUNDING LLC By: /s/ Janet Haack --------------- Name: Janet Haack Title: Attorney-in-Fact STEDMAN CBNA LOAN FUNDING LLC, for itself or as agent for STEDMAN CFPI LOAN FUNDING LLC By: /s/ Janet Haack --------------- Name: Janet Haack Title: Attorney-in-Fact PIONEER FLOATING RATE TRUST By: Highland Capital Management, L.P., its Sub-Adviser By: /s/ Mark Okada -------------- Name: Mark Okada Title: Chief Investment Officer HIGHLAND FLOATING RATE ADVANTAGE FUND By: Highland Capital Management, L.P., its Investment Adviser By: /s/ Mark Okada -------------- Name: Mark Okada Title: Chief Investment Officer HIGHLAND FLOATING RATE LIMITED LIABILITY COMPANY By: Highland Capital Management, L.P., its Investment Adviser By: /s/ Mark Okada -------------- Name: Mark Okada Title: Chief Investment Officer LOAN STAR STATE TRUST By: Highland Capital Management, L.P., its Investment Manager By: Strand Advisors, Inc. its General Partner By: /s/ David Lancelot ------------------ Name: David Lancelot Title: Treasurer, Highland Capital Management, L.P. SOUTHFORK CLO, LTD. By: Highland Capital Management, L.P., as Collateral Manager By: /s/ David Lancelot ------------------ Name: David Lancelot Title: Treasurer LOAN FUNDING IV, LLC By: Highland Capital Management, L.P., as Portfolio Manager By: /s/ David Lancelot ------------------ Name: David Lancelot Title: Treasurer LOAN FUNDING VII, LLC By: Highland Capital Management, L.P., as Collateral Manager By: /s/ David Lancelot ------------------ Name: David Lancelot Title: Treasurer HIGHLAND OFFSHORE PARTNERS, L.P. By: Highland Capital Management, L.P., as General Partner By: /s/ David Lancelot ------------------ Name: David Lancelot Title: Treasurer ALZETTE EUROPEAN CLO S.A. By: INVESCO Senior Secured Management, Inc. as Collateral Manager By: /s/ Scott Baskind ----------------- Name: Scott Baskind Title: Authorized Signatory AVALON CAPITAL LTD. 3 By: INVESCO Senior Secured Management, Inc. as Asset Manager By: /s/ Scott Baskind ----------------- Name: Scott Baskind Title: Authorized Signatory CHAMPLAIN CLO, LTD. By: INVESCO Senior Secured Management, Inc. as Collateral Manager By: /s/ Scott Baskind ----------------- Name: Scott Baskind Title: Authorized Signatory CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc. as Investment Advisor By: /s/ Scott Baskind ----------------- Name: Scott Baskind Title: Authorized Signatory DIVERSIFIED CREDIT PORTFOLIO LTD. By: INVESCO Senior Secured Management, Inc. as Investment Adviser By: /s/ Scott Baskind ----------------- Name: Scott Baskind Title: Authorized Signatory AIM FLOATING RATE FUND By: INVESCO Senior Secured Management, Inc. as Sub-Adviser By: /s/ Scott Baskind ----------------- Name: Scott Baskind Title: Authorized Signatory INVESCO EUROPEAN CDO I S.A. By: INVESCO Senior Secured Management, Inc. as Collateral Manager By: /s/ Scott Baskind ----------------- Name: Scott Baskind Title: Authorized Signatory LOAN FUNDING IX, LLC for itself or as agent for Corporate Loan Funding IX LLC By: INVESCO Senior Secured Management, Inc. as Portfolio Manager By: /s/ Scott Baskind ----------------- Name: Scott Baskind Title: Authorized Signatory SEQUILS-LIBERTY, LTD. By: INVESCO Senior Secured Management, Inc. as Collateral Manager By: /s/ Scott Baskind ----------------- Name: Scott Baskind Title: Authorized Signatory PETRUSSE EUROPEAN CLO S.A. By: INVESCO Senior Secured Management, Inc. as Collateral Manager By: /s/ Scott Baskind ----------------- Name: Scott Baskind Title: Authorized Signatory SAGAMORE CLO LTD. By: INVESCO Senior Secured Management, Inc. as Collateral Manager By: /s/ Scott Baskind ----------------- Name: Scott Baskind Title: Authorized Signatory SARATOGA CLO I, LIMITED By: INVESCO Senior Secured Management, Inc. As Asset Manager By: /s/ Scott Baskind ---------------- Name: Scot Baskind Title: Authorized Signatory VICTORIA FALLS CLO LTD. By: /s/ Mark O. Senkdirl ------------------- Name: Mark O. Senkdirl Title: Managing Director KKR FINANCIAL CLO 2005-1 By: /s/ Kim Masters -------------- Name: Kim Masters Title: Authorized Signatory LONGHORN CDO III, LTD. By: Merrill Lynch Investment Manager L.P. as Collateral Agent By: /s/ Illegible ------------ Name: Title: DIVERSIFIED INCOME STRATEGIES PORTFOLIO, INC. By: /s/ Illegible ------------ Name: Title: METROPOLITAN LIFE INSURANCE COMPANY By: /s/ Jim Dinger ------------- Name: Jim Dingler Title: Director VENTURE CDO 2002, LIMITED By: MJX Asset Management, LLC, Its Investment Advisor By: /s/ Martin Davey --------------- Name: Martin Davey Title: Managing Director VENTURE II CDO 2002, LIMITED By: MJX Asset Management, LLC, Its Investment Advisor By: /s/ Martin Davey --------------- Name: Martin Davey Title: Managing Director VENTURE III CDO LIMITED By: MJX Asset Management, LLC, Its Investment Advisor By: /s/ Martin Davey --------------- Name: Martin Davey Title: Managing Director VENTURE IV CDO LIMITED By: MJX Asset Management, LLC, Its Investment Advisor By: /s/ Martin Davey --------------- Name: Martin Davey Title: Managing Director VISTA LEVERAGED INCOME FUND By: MJX Asset Management, LLC, Its Investment Advisor By: /s/ Martin Davey --------------- Name: Martin Davey Title: Managing Director MORGAN STANLEY By: /s/ Daniel Twengo ----------------- Name: Daniel Twengo Title: Vice President NCRAM LOAN TRUST By: Nomoru Corporate Research and Asset Management Inc. as Collateral Manager By: /s/ Elizabeth MacLean --------------------- Name: Elizabeth MacLean Title: Director CLYDESDALE STRATEGIC CLO I, LTD. By: Nomoru Corporate Research and Asset Management Inc. as Collateral Manager By: /s/ Elizabeth MacLean --------------------- Name: Elizabeth MacLean Title: Director CLYDESDALE 2003 CLO LTD. By: Nomoru Corporate Research and Asset Management Inc. as Collateral Manager By: /s/ Elizabeth MacLean --------------------- Name: Elizabeth MacLean Title: Director NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND By: /s/ Curt Stein ------------------------------ Name: Curt Stein Title: NUVEEN FLOATING RATE INCOME FUND By: /s/ Curt Stein ------------------------------ Name: Curt Stein Title: NUVEEN SENIOR INCOME FUND By: /s/ Curt Stein ------------------------------- Name: Curt Stein Title: SMBC MVI SPC, ON BEHALF OF AND FOR THE ACCOUNT OF SEGREGATED PORTFOLIO NO. 1 By: Oak Hill Seprate Account Management I, LLC AS INVESTMENT MANAGER By: /s/ Scott D. Krase ------------------ Name: Scott D. Krase Title: Authorized Person OAK HILL CREDIT PARTNERS IV, LIMITED By: Oak Hill CLO Management IV, LLC AS INVESTMENT MANAGER By: /s/ Scott D. Krase ------------------ Name: Scott D. Krase Title: Authorized Person OAK HILL CREDIT PARTNERS II, LIMITED By: Oak Hill CLO Management II, LLC AS INVESTMENT MANAGER By: /s/ Scott D. Krase ------------------ Name: Scott D. Krase Title: Authorized Person OAK HILL CREDIT PARTNERS III, LIMITED By: Oak Hill CLO Management IIII, LLC AS INVESTMENT MANAGER By: /s/ Scott D. Krase ------------------ Name: Scott D. Krase Title: Authorized Person OAK HILL CREDIT PARTNERS I, LIMITED By: Oak Hill CLO Management I, LLC AS INVESTMENT MANAGER By: /s/ Scott D. Krase ------------------ Name: Scott D. Krase Title: Authorized Person OPPENHEIMER SENIOR FLOATING RATE FUND By: /s/ David Foxhoven ------------------ Name: David Foxhoven Title: Vice President PPM MONARCH BAY FUNDING LLC By: /s/ Meredith J. Koslick ----------------------- Name: Meredith J. Koslick Title: Assistant Vice President PPM SPYGLASS FUNDING TRUST By: /s/ Meredith J. Koslick ----------------------- Name: Meredith J. Koslick Title: Assistant Vice President VERITAS CLO I, LTD. By: /s/ John Randolph Watkins ------------------------- Name: John Randolph Watkins Title: Executive Director PROSPERO CLO I B V By: /s/ John Randolph Watkins ------------------------- Name: John Randolph Watkins Title: Executive Director BOSTON HARBOR CLO 2004-1, Ltd. By: /s/ Beth Mazor -------------- Name: Beth Mazor Title: Vice President PUTNAM FLOATING RATE INCOME TRUST By: /s/ Beth Mazor -------------- Name: Beth Mazor Title: Vice President PUTNAM DIVERSIFIED INCOME TRUST By: /s/ Beth Mazor -------------- Name: Beth Mazor Title: Vice President PUTNAM MASTER INTERMEDIATE INCOME TRUST By: /s/ Beth Mazor -------------- Name: Beth Mazor Title: Vice President PUTNAM PREMIER INCOME TRUST By: /s/ Beth Mazor -------------- Name: Beth Mazor Title: Vice President SUN LIFE ASSURANCE COMPANY OF CANADA (US) By: Fairlead Capital Management, Inc. as Sub-Advisor By: /s/ Melissa Marano ------------------ Name: Melissa Marano Title: Vice President and Senior Portfolio Manager FOX BASIN CLO 2003, LTD. By: Royal Bank of Canada, as Collateral Agent By: /s/ Melissa Marano ------------------ Name: Melissa Marano Title: Authorized Signatory LOAN FUNDING XI LLC By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Diane J. Exter ------------------ Name: Diane J. Exter Title: Managing Director and Portfolio Manager AVERY POINT CLO, LTD. By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Diane J. Exter ------------------ Name: Diane J. Exter Title: Managing Director and Portfolio Manager RACE POINT CLO, LIMITED By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Diane J. Exter ------------------ Name: Diane J. Exter Title: Managing Director and Portfolio Manager RACE POINT II CLO, LIMITED By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Diane J. Exter ------------------ Name: Diane J. Exter Title: Managing Director and Portfolio Manager CASTLE HILL I - INGOTS, LIMITED By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Diane J. Exter ------------------ Name: Diane J. Exter Title: Managing Director and Portfolio Manager CASTLE HILL II - INGOTS, LIMITED By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Diane J. Exter ------------------ Name: Diane J. Exter Title: Managing Director and Portfolio Manager CASTLE HILL III CLO, LIMITED By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Diane J. Exter ------------------ Name: Diane J. Exter Title: Managing Director and Portfolio Manager SKY CBNA LOAN FUNDING LLC By: /s/ Karen Kovan --------------- Name: Karen Kovan Title: Assistant Vice President HARBOUR TOWN FUNDING LLC By: /s/ Meredith J. Koslick ----------------------- Name: Meredith J. Koslick Title: Assistant Vice President XL RE LTD. By: Stanfield Capital Partners, LLC as its Asset Manager By: /s/ Christopher A. Bondy ------------------------------- Name: Christopher A. Bondy Title: Partner STANFIELD VANTAGE CLO, LTD. By: Stanfield Capital Partners, LLC, as its Asset Manager By: /s/ Christopher A. Bondy ------------------------------- Name: Christopher A. Bondy Title: Partner WINDSOR LOAN FUNDING, LIMITED By: Stanfield Capital Partners LLC, as its Investment Manager By: /s/ Christopher A. Bondy ------------------------ Name: Christopher A. Bondy Title: Partner GRANITE VENTURES I, LTD. By: Stone Tower Debt Advisors, as its collateral manager By: /s/ W. Anthony Edson -------------------- Name: W. Anthony Edson Title: Authorized Signatory STONE TOWER CLO II By: Stone Tower Debt Advisors, as its collateral manager By: /s/ W. Anthony Edson -------------------- Name: W. Anthony Edson Title: Authorized Signatory STONE TOWER CLO III LTD. By: Stone Tower Debt Advisors, as its collateral manager By: /s/ W. Anthony Edson -------------------- Name: W. Anthony Edson Title: Authorized Signatory TRS CALLISTO, LLC By: /s/ Alice Wagner ---------------- Name: Alice Wagner Title: Vice President WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ Jennifer Loew ----------------- Name: Jennifer Loew Title: Associate