Exhibit 10.45

BARE ESCENTUALS BEAUTY, INC.

SIXTH AMENDMENT TO CREDIT AGREEMENT

This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 20, 2006 and entered into by and among BARE ESCENTUALS, INC., a Delaware corporation, formerly known as STB Beauty, Inc. (“Holdings”), BARE ESCENTUALS BEAUTY, INC., a Delaware corporation, formerly known as MD Beauty, Inc. (the “Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Consenting Lender” and collectively as “Consenting Lenders”), and BNP PARIBAS (“BNP Paribas”), as administrative agent for Lenders (in such capacity, “Administrative Agent”), and solely for purposes of Section 4 hereof, the Credit Support Parties (as defined in Section 4 hereof). Reference is made to that certain Credit Agreement dated as of February 18, 2005, as amended by the First Amendment to Credit Agreement dated as of July 21, 2005, the Second Amendment to Credit Agreement dated as of October 7, 2005, the Third Amendment to Credit Agreement dated as of March 17, 2006, the Fourth Amendment to Credit Agreement dated as of June 7, 2006 and the Fifth Amendment to Credit Agreement dated as of September 11, 2006, in each case by and among Holdings, Company, the Lenders referenced therein and BNP Paribas, as Administrative Agent (as so amended, the “Original Credit Agreement”). Capitalized terms used herein without definition shall have the same meanings as set forth in the Original Credit Agreement, as amended hereby.

RECITALS

WHEREAS, the Company has completed an IPO, and has applied the proceeds thereof to, among other things, the repayment in full of the Second Lien Term Loans and the Holdings Notes; and

WHEREAS, the Company and Lenders desire to amend the Original Credit Agreement to:

(i) permit the Company to incur additional Term Loans under the Original Credit Agreement (“New Terms Loans”), in an aggregate principal amount which, when added to the Term Loans held by Consenting Lenders, equals $343,668,750, the proceeds of which will be used to prepay Term Loans which are held by Non-Consenting Lenders (defined below) and to pay certain transaction costs and expenses; and

(ii) amend and restated the terms of the Original Credit Agreement on the terms set forth in the form of Amended and Restated Credit Agreement attached hereto as Exhibit A (the “Amended Agreement”). Lenders party to the Original Credit Agreement which are not Consenting Lenders (each a “Non-Consenting Lender” and together the “Non-Consenting Lenders”)) will not be affected by Section 2 because their Loans will be fully prepaid and their Revolving Loan Commitments will be terminated on the Sixth Amendment Effective Date;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. NEW TERM LOANS AND NEW REVOLVING COMMITMENTS; CONVERSION OF EXISTING LOANS AND COMMITMENTS; WAIVER OF PREPAYMENT

A. Term Loans. Each Consenting Lender (and each new Lender that has executed this Amendment) that has committed to fund New Term Loans agrees to lend to the Company on the Sixth Amendment Effective Date the amount of such New Term Loan commitment, to the extent such commitment has been accepted by the Company. The Company shall apply the proceeds of such Term Loans to prepay Term Loans held by Non-Consenting Lenders, and for the other purposes described in Section 2.5A of the Amended Agreement. Effective on the Restatement Date, the New Term Loans will constitute Term Loans under the terms of the Amended Agreement.

B. Revolving Loans. The Revolving Loan Commitments of each Non-Consenting Lender shall be deemed terminated on the Sixth Amendment Effective Date. Each Consenting Lender’s existing Revolving Loan Commitment shall remain in effect, or shall be increased, as the case may be, to equal the Revolving Loan Commitment ascribed to such Lender on Schedule 2.1 annexed to the Amended Agreement. Schedule 2.1 to the Original Credit Agreement is deleted and replaced by Schedule 2.1 annexed to the Amended Agreement effective on the Sixth Amendment Effective Date. Each Consenting Lender (and each new Lender that has executed this Agreement) agrees to lend to the Company on the Sixth Amendment Effective Date its Pro Rata Share (based on such new Schedule 2.1), if any, of the principal amount (together with accrued and unpaid interest thereon) of any Revolving Loans held by Non-Consenting Lenders immediately prior to the Sixth Amendment Effective Date. The Company shall apply the proceeds of such Revolving Loans to repay any Revolving Loans held by Non-Consenting Lenders.

C. Waiver of Prepayment and Ratable Sharing. Each Consenting Lender hereby waives any requirement under Section 2.4B(iii) of the Original Credit Agreement that its Loans be prepaid, or that its Revolving Loan Commitments be terminated, from the proceeds of the Loans funded pursuant to this Amendment. Furthermore, each Consenting Lender waives its rights under Section 10.5 of the Original Credit Agreement to ratably share in any prepayment of Loans held by Non-Consenting Lenders pursuant to this Amendment. The foregoing waivers shall be narrowly construed to apply only to the transactions specifically described therein. All requirements for prior notification of prepayment of Loans and termination of Revolving Loan Commitments are hereby waived for the sole purposes of effecting the transactions contemplated by this Amendment.

SECTION 2. AMENDED AGREEMENT

Each Consenting Lender hereby agrees that, as of the Sixth Amendment Effective Date, the terms of the Original Credit Agreement shall be amended and replaced in their entirety by the terms set forth in the Amended Agreement. Each Consenting Lender hereby authorizes Administrative Agent to execute the Amended Agreement on its behalf to further confirm such amendment.

SECTION 3. REPRESENTATIONS AND WARRANTIES

In order to induce Lenders and Administrative Agent to enter into this Amendment, Company and Holdings each represents and warrants to each Lender and Administrative Agent that the following statements are true, correct and complete:

(i) each of Company and Holdings has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Amended Agreement;

(ii) the execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of Company and Holdings;

(iii) the execution and delivery by Company and Holdings of this Amendment and the performance by Company and Holdings of the Amended Agreement do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to Holdings, Company or any of its Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of Holdings, Company or any of its Subsidiaries or any order, judgment or decree of any court or other agency of government binding on Holdings, Company or any of its Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Holdings, Company or any of its Subsidiaries, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of Holdings, Company or any of its Subsidiaries (other than Liens created under any of the Loan Documents in favor of Administrative Agent on behalf of Lenders and other Liens permitted under the Amended Agreement), or (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of Holdings, Company or any of its Subsidiaries which have not been obtained, except for, with respect to the foregoing clauses (i) , (ii) and (iv) above, such violations, conflicts, breaches, defaults or failures to obtain approvals or consents which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(iv) the execution and delivery by Company of this Amendment and the performance by Holdings and Company of the Amended Agreement do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body which have not been obtained, given or taken, or which will not be obtained, given or taken as and when required, except for registrations, consents, approvals, notices and other actions the failure to obtain or take have not and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(v) this Amendment and the Amended Agreement have been duly executed and delivered by Company and Holdings and are the legally valid and binding obligations of Company and Holdings, enforceable against Company and Holdings in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization,

moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability;

(vi) the representations and warranties contained in Section 5 of the Amended Agreement are and will be true, correct and complete in all material respects on and as of the date hereof and the Sixth Amendment Effective Date to the same extent as though made on and as of such dates, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date; and

(vii) no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default under the terms of the Amended Agreement.

SECTION 4. ACKNOWLEDGEMENT AND CONSENT

Each Subsidiary Guarantor (each individually a “Credit Support Party” and collectively, the “Credit Support Parties”) has read this Amendment and consents to the terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of such Credit Support Party under, and the Liens granted by such Credit Support Party as collateral security for the indebtedness, obligations and liabilities evidenced by the Original Credit Agreement and the other Loan Documents pursuant to, each of the Loan Documents to which such Credit Support Party is a party shall not be impaired and each of the Loan Documents to which such Credit Support Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects.

Each of Holdings, Company and the Subsidiary Guarantors hereby acknowledges and agrees that the Secured Obligations under, and as defined in, the Security Agreement dated as of February 18, 2006, by and among Holdings, Company, the Subsidiary Guarantors and Administrative Agent (the “Security Agreement”) will include all Obligations under, and as defined in, Amended Agreement.

Each Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Original Credit Agreement or any other Loan Document to consent to the amendments to the Original Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Original Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Original Credit Agreement.

SECTION 5. CONDITIONS TO EFFECTIVENESS

Except as set forth below, this Amendment shall become effective only upon the satisfaction of the following conditions precedent (the date such conditions are fulfilled is hereafter referred to as the “Sixth Amendment Effective Date”):

A. Amendment. Administrative Agent shall have executed this Amendment and received a counterpart of this Amendment that bears the signature of Company, Holdings, Consenting Lenders and each of the other Credit Support Parties.

B. Closing Requirements. Administrative Agent shall be satisfied that all conditions and requirements of subsections 4.1 and 4.2 of the Amended Agreement shall have been met.

SECTION 6. MISCELLANEOUS

A. Reference to and Effect on the Original Credit Agreement and the Other Loan Documents.

(i) On and after the Sixth Amendment Effective Date, each reference in the Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Agreement.

(ii) Except as specifically amended by this Amendment, all Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(iii) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under any of the Loan Documents.

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

C. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

D. Waiver. The delivery requirements of subsection 6.1(ii) of the Original Credit Agreement to deliver monthly financials for the month ended on October 31, 2006 are waived effective on and after the Sixth Amendment Effective Date.

E. Counterparts. This 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.

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

COMPANY:

	BARE ESCENTUALS BEAUTY, INC.


	By:	/s/ Leslie A. Blodgett
	Name:	Leslie A Blodgett
	Title:	President, Chief Executive Officer and Secretary

HOLDINGS:

	BARE ESCENTUALS, INC.


	By:	/s/ Leslie A. Blodgett
	Name:	Leslie A Blodgett
	Title:	Chief Executive Officer

S-1

CREDIT SUPPORT PARTIES:

(for purposes of Section 4)	MD FORMULATIONS, INC.
	ID DIRECT, INC.
	MD BEAUTY SALES, INC.

	By:	/s/ Leslie A. Blodgett
	Name:	Leslie A Blodgett
	Title:	President, Chief Executive Officer and Secretary

S-2

LENDERS:	BNP PARIBAS,
	individually and as Administrative Agent


		By:		/s/ Cecile Scherer
		Name:		Cecile Scherer
		Title:		Director, Merchant Banking Group


		By:	/s/ Mark F. Derrell
		Name:		Mark F. Derrell
		Title:		Director

S-3

	Grand Central Asset Trust, HLD Series


	By:		/s/ Janet Haack
	Name:		Janet Haack
	Title:		As Attorney In Fact


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-4

	LightPoint CLO III, Ltd.


	By:		/s/ Colin Donlan
	Name:		COLIN DONLAN
	Title:		DIRECTOR


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-5

	LightPoint CLO IV, Ltd.


	By:	/s/ Colin Donlan
	Name:	COLIN DONLAN
	Title:	DIRECTOR


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-6

	LightPoint CLO V, Ltd.


	By:	/s/ Colin Donlan
	Name:	COLIN DONLAN
	Title:	DIRECTOR


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-7

	FriedbergMilstein Leveraged Capital Fund II


	By:	/s/ Eric A. Green
	Name:	Eric A. Green
	Title:	Senior Partner


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-8

	FriedbergMilstein Leveraged Capital Fund I


	By:		/s/ Eric A. Green
	Name:		Eric A. Green
	Title:		Senior Partner


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-9

	Highland Floating Rate Advantage Fund


	By:		/s/ M. Jason Blackburn
	Name:		M. Jason Blackburn, Treasurer
	Title:


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-10

	Rockwall CDO LTD. By: Highland Capital Management, L.P. As Collateral Manager By: Strand Advisors, Inc., It’s General Partner


	By:	/s/ Brian Lohrding
	Name:	Brian Lohrding, Treasurer
	Title:	Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-11

	Highland Credit Opportunities CDO Ltd By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc., Its General Partner


	By:	/s/ Brian Lohrding
	Name:	Brian Lohrding, Treasurer
	Title:	Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-12

	Gleneagles CLO, Ltd. By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc., Its General Partner


	By:	/s/ Brian Lohrding
	Name:	Brian Lohrding, Treasurer
	Title:	Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-13

	Loan Star State Trust By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc., Its Investment Advisor


	By:	/s/ Brian Lohrding
	Name:	Brian Lohrding, Treasurer
	Title:	Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-14

	Southfork CLO, Ltd. By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc., Its General Partner


	By:	/s/ Brian Lohrding
	Name:	Brian Lohrding, Treasurer
	Title:	Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-15

	Grayson CLO, Ltd. By: Highland Capital Management, L.P. As Collateral Manager By: Strand Advisors, Inc., It’s General Partner


	By:	/s/ Brian Lohrding
	Name:	Brian Lohrding, Treasurer
	Title:	Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-16

	Airlie CLO 2006-11 LTD WHSE
	[NAME OF LENDER]


	By:	/s/ Steve Ezzeo
	Name:	Steve Ezzeo
	Title:	Portfolio Manager


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-17

	Airlie CLO 2006-1 LTD
	[NAME OF LENDER]


	By:	/s/ Steve Ezzeo
	Name:	Steve Ezzeo
	Title:	Portfolio Manager


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-18

	1776 CLO I, Ltd
	[NAME OF LENDER]

	By:	/s/ Teresa L. Cannellas
	Name:	Teresa L. Cannellas
	Title:	Authorized Representative


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-19

	CS ADVISORS CLO I LTD., as a Lender

	By: CapitalSoure Advisors LLC, as Portfolio
	Manager and attorney-in-fact


	By:	/s/ Daniel M. Duffy
	Name:	Daniel M. Duffy
	Title:	Vice President

S-20

	Telos CLO 2006-1, LTD


	By:	/s/ Jonathan Tepper
	Name:	Jonathan Tepper, as a-i-f
	Title:	VP


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-21

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND


By:		/s/ Paul Clarke
Name:		Paul Clarke
Title:		Director


By:	/s/ Jordan Gerhard
Name:	Jordan Gerhard
Title:	Vice President

The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-22

	CIBC Inc.


	By:	/s/ Gerald Girardi
	Name:	Gerald Girardi
	Title:	Authorized Signatory
		CIBC Inc.

	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-23

AGENT AND LENDERS:

	NAVIGATOR CDO 2003, LTD.,
	as a Lender

By:	Antares Asset Management, Inc.,
	as Collateral Manager

By:		/s/ Greg Bouleris
Name:		Greg Bouleris
Title:		SVP – 3rd Party Asset Management


	NAVIGATOR CDO 2004, LTD.,
	as a Lender

By:	Antares Asset Management, Inc.,
	as Collateral Manager

By:			/s/ Greg Bouleris
Name:			Greg Bouleris
Title:			SVP – 3rd Party Asset Management


	NAVIGATOR CDO 2005, LTD.,
	as a Lender

By:	Antares Asset Management, Inc.,
	as Collateral Manager

By:		/s/ Greg Bouleris
Name:		Greg Bouleris
Title:		SVP – 3rd Party Asset Management



The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-24

	Morgan Stanley Prime Income Trust


	By:	/s/ Jinny Kim
	Name:	Jinny Kim
	Title:	Executive Director


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-25

	MSIM Croton, Ltd.
	By: Morgan Stanley Investment Management, Inc.
	as Collateral Manager


	By:	/s/ Jinny Kim
	Name:	Jinny Kim
	Title:	Executive Director


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-26

	Confluent 3 Limited
	By: Morgan Stanley Investment Management, Inc.
	as Collateral Manager


	By:	/s/ Jinny Kim
	Name:	Jinny Kim
	Title:	Executive Director


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-27

	Zodiac Fund-Morgan Stanley US Senior Loan Fund
	By: Morgan Stanley Investment Management, Inc.
	as Collateral Manager


	By:	/s/ Jinny Kim
	Name:	Jinny Kim
	Title:	Executive Director


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-28

	MSIM Peconic Bay, Ltd
	By: Morgan Stanley Investment Management, Inc.
	as Collateral Manager


	By:		/s/ Jinny Kim
	Name:		Jinny Kim
	Title:		Executive Director


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-29

	BALLANTYNE FUNDING LLC


	By:	/s/ Christina L. Ramseur
	Name:	Christina L. Ramseur
	Title:	Assistant Vice President


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-30

	DUNES FUNDING LLC


	By:	/s/ Christina L. Ramseur
	Name:	Christina L. Ramseur
	Title:	Assistant Vice President


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-31

	BlackRock Limited Duration Income Trust
	BlackRock Senior Income Series
	BlackRock Senior Income Series II
	BlackRock Senior Income Series III
	Granite Finance Limited
	Magnetite IV CLO, Limited
	Magnetite V CLO, Limited
	Senior Loan Portfolio


	By:	/s/ Tom Colwell
	Name:	Tom Colwell
	Title:	Authorized Signatory


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-32

	EAGLE CREEK CLO, LTD.


	By:	/s/ Thomas N. Davis
	Name:	Thomas N. Davis
	Title:	Authorized Signor


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-33

	FALL CREEK CLO, LTD.


	By:	/s/ Thomas N. Davis
	Name:	Thomas N. Davis
	Title:	Authorized Signor


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-34

	WhiteHorse I, Ltd.


	By:	/s/ Ethan Underwood
	Name:	ETHAN UNDERWOOD
	Title:	Portfolio Manager


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-35

	WhiteHorse II, Ltd.


	By:	/s/ Ethan Underwood
	Name:	ETHAN UNDERWOOD
	Title:	Portfolio Manager


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-36

	WhiteHorse III, Ltd.


	By:	/s/ Ethan Underwood
	Name:	ETHAN UNDERWOOD
	Title:	Portfolio Manager


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-37

	WhiteHorse IV, Ltd.


	By:	/s/ Ethan Underwood
	Name:	ETHAN UNDERWOOD
	Title:	Portfolio Manager


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-38

	VAN KAMPEN
	SENIOR LOAN FUND
	By: Van Kampen Asset Management


	By:	/s/ Christina Jamieson
	Name:	Christina Jamieson
	Title:	Executive Director


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-39

	VAN KAMPEN
	SENIOR INCOME TRUST
	By: Van Kampen Asset Management


	By:	/s/ Christina Jamieson
	Name:	Christina Jamieson
	Title:	Executive Director


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-40

Halcyon Structured Asset Management CLO I Ltd.


	By:	/s/ James W. Sykes
	Name:	James W. Sykes
	Title:	Managing Principal


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-41

Halcyon Structured Asset Management Long
Secured/Short Unsecured CLO 2006-1 Ltd.


	By:	/s/ James W. Sykes
	Name:	James W. Sykes
	Title:	Managing Principal


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-42

Halcyon Structured Asset Management Long Secured/Short Unsecured CLO II Ltd.


	By:	/s/ James W. Sykes
	Name:	James W. Sykes
	Title:	Managing Principal


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-43

	Ballyrock CLO 2006-2 Limited, By:
	Ballyrock Investment Advisors LLC, as
	Collateral Manager


	By:	/s/ Lisa Rymut
	Name:	Lisa Rymut
	Title:	Assistant Treasurer


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-44

	Ballyrock CLO II Limited, By: Ballyrock
	Investment Advisors LLC, as Collateral
	Manager


	By:	/s/ Lisa Rymut
	Name:	Lisa Rymut
	Title:	Assistant Treasurer


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-45

	Ballyrock CLO III Limited, By: Ballyrock
	Investment Advisors LLC, as Collateral
	Manager


	By:	/s/ Lisa Rymut
	Name:	Lisa Rymut
	Title:	Assistant Treasurer


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-46

	Ballyrock CLO 2006-1 Limited, By:
	Ballyrock Investment Advisors LLC, as
	Collateral Manager


	By:	/s/ Lisa Rymut
	Name:	Lisa Rymut
	Title:	Assistant Treasurer

	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-47

Investors Bank & Trust Company as Sub-Custodian Agent of
Cypress Tree International Loan Holding Company Limited

INVESTORS BANK & TRUST COMPANY AS SUB-CUSTODIAN AGENT OF
CYPRESS TREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED


By:	/s/ Martha Hadeler
	Name:		Martha Hadeler
	Title:		Managing Director


By:		/s/ Robert Weeden
		Name:	Robert Weeden
		Title:	Managing Director

S-48

Hewett’s Island CDO, Ltd.
By:	Cypress Tree Investment Management Company, Inc.,
	as Portfolio Manager.


By:	/s/ Preston I. Carnes
	Name:	Preston I. Carnes
	Title:	Managing Director

S-49

Hewett’s Island CLO II, Ltd.
By:	Cypress Tree Investment Management Company, Inc.,
	as Portfolio Manager


By:	/s/ Preston I. Carnes
	Name:	Preston I. Carnes
	Title:	Managing Director

S-50

Hewett’s Island CLO III, Ltd.
By:	Cypress Tree Investment Management Company, Inc.,
	as Portfolio Manager


By:	/s/ Robert Weeden
	Name:	Robert Weeden
	Title:	Managing Director

S-51

Hewett’s Island CLO IV, Ltd.
By:	Cypress Tree Investment Management Company, Inc.,
	as Portfolio Manager


By:	/s/ Robert Weeden
	Name:	Robert Weeden
	Title:	Managing Director

S-52

Hewett’s Island CLO V, Ltd.
By:	Cypress Tree Investment Management Company, Inc.,
	as Portfolio Manager


By:	/s/ Robert Weeden
	Name:	Robert Weeden
	Title:	Managing Director

S-53

Hewett’s Island CLO V, Ltd.
By:	Cypress Tree Investment Management Company, Inc.,
	as Portfolio Manager


By:		/s/ Robert Weeden
		Name:	Robert Weeden
		Title:	Managing Director

S-54

	CYPRESSTREE CLAIF FUNDING LLC


	By:	/s/ Christina L. Ramseor
	Name:	Christina L. Ramseor
	Title:	Assistant Vice President


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-55

	Stanfield Bristol CLO, Ltd.
	By: Stanfield Capital Partners LLC
	as it Collateral Manager


	By:	/s/ Christopher E. Jansen
	Name:
	Title:


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-56

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


	By:	/s/ Christopher E. Jansen
	Name:	Christopher E. Jansen
	Title:	Managing Partner


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-57

	Stanfield Arbitrage CDO, Ltd.
	By: Stanfield Capital Partners LLC
	as its Collateral Manager


	By:	/s/ Christopher E. Jansen
	Name:	Christopher E. Jansen
	Title:	Managing Partner


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-58

	Stanfield Modena CLO, Ltd
	By: Stanfield Capital Partners, LLC
	as its Asset Manager


	By:	/s/ Christopher E. Jansen
	Name:	Christopher E. Jansen
	Title:	Managing Partner


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-59

	Stanfield Veyron CLO, Ltd
	By: Stanfield Capital Partners, LLC
	as its Collateral Manager


	By:	/s/ Christopher E. Jansen
	Name:	Christopher E. Jansen
	Title:	Managing Partner


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-60

	Stanfield Quattro CLO, Ltd.
	By: Stanfield Capital Partners, LLC
	As its Collateral Manager


	By:	/s/ Christopher E. Jansen
	Name:	Christopher E. Jansen
	Title:	Managing Partner


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-61

	Stanfield AZURE CLO, Ltd.
	By: Stanfield Capital Partners, LLC
	as its Collateral Manager


	By:	/s/ Christopher E. Jansen
	Name:	Christopher E. Jansen
	Title:	Managing Partner


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-62

	Stanfield Carrera CLO, Ltd.
	By: Stanfield Capital Partners, LLC
	as its Asset Manager


	By:	/s/ Christopher E. Jansen
	Name:	Christopher E. Jansen
	Title:	Managing Partner


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-63

ING PRIME RATE TRUST By: ING Investment Management Co. as its investment manager		ING SENIOR INCOME FUND By: ING Investment Management Co. as its investment manager

By:	/s/ Brian Horton	By:	/s/ Brian Horton
Name:	BRIAN HORTON	Name:	BRIAN HORTON
Title:	SVP	Title:	SVP

ING International (II) - Senior Bank Loans Euro By: ING Investment Management Co. as its investment manager		ING Investment Management CLO I, Ltd. BY: ING Investment Management Co. as its investment manager


/s/ Brian Horton		/s/ Brian Horton
Name:	BRIAN HORTON	Name:	BRIAN HORTON
Title:	SVP	Title:	SVP

ING Investment Management CLO II, Ltd. By: ING Alternative Asset Management LLC, as its investment manager		ING Investment Management CLO III, Ltd. By: ING Alternative Asset Management LLC, as its investment manager


/s/ Brian Horton		/s/ Brian Horton
Name:	BRIAN HORTON	Name:	BRIAN HORTON
Title:	SVP	Title:	SVP


		The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-64

	[CREDIT SUISSE CAPITAL LLC]


	By:	/s/ Robert Healey
	Name:	Robert Healey
	Title:	Authorized Signatory


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-65

	[BLTV LLC]


	By:	/s/ Robert Healey
	Name:	Robert Healey
	Title:	Authorized Signatory


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-66

	Atlas Loan Funding 3, LLC By: Atlas Capital Funding, Ltd. By: Structured Asset Investors LLC Its Investment Manager


	By:	/s/ Diana M. Himes
	Name:	Diana M.Himes
	Title:	Associate


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-67

	Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO I, LTD., or an affiliate


	By:	/s/ Kelli C. Marti
	Name:	Kelli C. Marti
	Title:	Senior Vice President


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-68

	Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO III, LTD., or an affiliate


	By:	/s/ Kelli C. Marti
	Name:	Kelli C. Marti
	Title:	Senior Vice President


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-69

	Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO IV, LTD., or an affiliate


	By:	/s/ Kelli C. Marti
	Name:	Kelli C. Marti
	Title:	Senior Vice President


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-70

	Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO V, LTD., or an affiliate


	By:	/s/ Kelli C. Marti
	Name:	Kelli C. Marti
	Title:	Senior Vice President


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-71

	Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO VI, LTD., or an affiliate


	By:	/s/ Kelli C. Marti
	Name:	Kelli C. Marti
	Title:	Senior Vice President


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-72

	Denali Capital LLC, managing member of DC Funding Partners. portfolio manager for DENALI CAPITAL CREDIT OPPORTUNITY FUND FINANCING, LTD., or an affiliate


	By:	/s/ Kelli C. Marti
	Name:	Kelli C. Marti
	Title:	Senior Vice President


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-73

	CIT LENDING SERVIVES CORPORATION


	By:	/s/ Michael L. LaManes
	Name:	Michael L. LaManes
	Title:	Vice President


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-74

	LATITUDE CLO I, LTD


	By:	/s/ Kirk Wallace
	Name:	Kirk Wallace
	Title:	Senior Vice President


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-75

	LATITUDE CLO III, LTD


	By:	/s/ Kirk Wallace
	Name:	Kirk Wallace
	Title:	Senior Vice President


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-76

	[NAME OF LENDER]
	ColumbusNova CLO Ltd. 2006-II

	By:	/s/ Susan Owen
	Name:	Susan Owen
	Title:	Director


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-77

	By: Callidus Debt Partners CLO Fund IV Ltd By: Its Collateral Manager, Callidus Capital Management, LLC.


	By:	/s/ Peter Bennitt
	Name:	Peter Bennitt
	Title:	Principal


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-78

	By: Callidus Debt Partners CLO Fund V, Ltd. By: Its Collateral Manager Callidus Capital Management, LLC


	By:	/s/ Peter Bennitt
	Name:	Peter Bennitt
	Title:	Principal


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-79

	By: MAPS CLO Fund I, LLC By: Its Collateral Manager, Callidus Capital Management, LLC


	By:	/s/ Peter Bennitt
	Name:	Peter Bennitt
	Title:	Principal


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-80

	Granite Ventures I Ltd. By: Stone Tower Debt Advisors LLC., As Its Collateral Manager


	By:	/s/ Michael W. Delpercio
	Name:	MICHAEL W. DELPERCIO
	Title:	AUTHORIZED SIGNATORY


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-81

	Stone Tower CLO IV Ltd. By: Stone Tower Debt Advisors LLC., As Its Collateral Manager


	By:	/s/ Michael W. Delpercio
	Name:	MICHAEL W. DELPERCIO
	Title:	AUTHORIZED SIGNATORY


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-82

	Granite Ventures II Ltd. By: Stone Tower Debt Advisors LLC., As Its Collateral Manager


	By:	/s/ Michael W. Delpercio
	Name:	MICHAEL W. DELPERCIO
	Title:	AUTHORIZED SIGNATORY


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-83

	Granite Ventures III Ltd. By: Stone Tower Debt Advisors LLC., As Its Collateral Manager


	By:	/s/ Michael W. Delpercio
	Name:	MICHAEL W. DELPERCIO
	Title:	AUTHORIZED SIGNATORY


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-84

	Stone Tower Credit Funding I Ltd. By: Stone Tower Fund Management LLC., As Its Collateral Manager


	By:	/s/ Michael W. Delpercio
	Name:	MICHAEL W. DELPERCIO
	Title:	AUTHORIZED SIGNATORY


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-85

	Stone Tower CDO II Ltd. By: Stone Tower Debt Advisors LLC., As Its Collateral Manager


	By:	/s/ Michael W. Delpercio
	Name:	MICHAEL W. DELPERCIO
	Title:	AUTHORIZED SIGNATORY


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-86

	Stone Tower CLO III Ltd. By: Stone Tower Debt Advisors LLC., As Its Collateral Manager


	By:	/s/ Michael W. Delpercio
	Name:	MICHAEL W. DELPERCIO
	Title:	AUTHORIZED SIGNATORY


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-87

	Stone Tower CDO Ltd. By: Stone Tower Debt Advisors LLC., As Its Collateral Manager


	By:	/s/ Michael W. Delpercio
	Name:	MICHAEL W. DELPERCIO
	Title:	AUTHORIZED SIGNATORY


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-88

	Stone Tower CLO II Ltd. By: Stone Tower Debt Advisors LLC., As Its Collateral Manager


	By:	/s/ Michael W. Delpercio
	Name:	MICHAEL W. DELPERCIO
	Title:	AUTHORIZED SIGNATORY

	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-89

	Stone Tower CLO V Ltd. By: Stone Tower Debt Advisors LLC., As Its Collateral Manager


	By:	/s/ Michael W. Delpercio
	Name:	MICHAEL W. DELPERCIO
	Title:	AUTHORIZED SIGNATORY

	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-90

	Duane Street CLO 1, Ltd By: DiMaio Ahmad Capital LLC, As Collateral Manager


	By:	/s/ Lawrence Wolfson
	Name:	LAWRENCE WOLFSON
	Title:	Authorized Signatory

	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-91

	Duane Street CLO II, Ltd By: DiMaio Ahmad Capital LLC, As Collateral Manager


	By:	/s/ Lawrence Wolfson
	Name:	LAWRENCE WOLFSON
	Title:	Authorized Signatory

	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-92

	ULT CBNA Loan Funding LLC, for itself or as agent for ULT CFPI Loan Funding LLC


	By:	/s/ Molly Walter
	Name:	Molly Walter
	Title:	Attorney - In - Fact

	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-93

	Evergreen CBNA Loan Funding LLC


	By:	/s/ Molly Walter
	Name:	Molly Walter
	Title:	As Attorney-In-Fact

	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-94

	Airlie CBNA Loan Funding LLC


	By:	/s/ Janet Haack
	Name:	Janet Haack
	Title:	As Attorney-In-Fact

	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-95

	Landmark VI CDO Limited
	By: Aladdin Capital Management, LLC,
	as Manager


	By:	/s/ John J. D’Angelo
	Name:	John J. D’Angelo
	Title:	Authorized Signatory

	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-96

	Landmark VIII CDO Limited
	By: Aladdin Capital Management, LLC,
	as Manager


	By:	/s/ John J. D’Angelo
	Name:	John J. D’Angelo
	Title:	Authorized Signatory

	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-97

	Landmark IX CDO Limited
	By: Aladdin Capital Management, LLC,
	as Manager


	By:	/s/ John J. D’Angelo
	Name:	John J. D’Angelo
	Title:	Authorized Signatory


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-98

	Greyrock CDO LTD.
	By: Aladdin Capital Management, LLC,
	as Manager


	By:	/s/ John J. D’Angelo
	Name:	John J. D’Angelo
	Title:	Authorized Signatory


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-99

	KC CLO II Plc


	By:	/s/ M. J. Harris
	Name:
	Title:


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-100

	Fraser Sullivan CLO I Ltd.
	By: Fraser Sullivan Investment Management,
	LLC, as Collateral Manager


	By:	/s/ John W. Fraser
	Name:	John W. Fraser
	Title:	Managing Partner


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-101

	Fraser Sullivan CLO II Ltd.
	By: Fraser Sullivan Investment Management,
	LLC, as Collateral Manager


	By:	/s/ John W. Fraser
	Name:	John W. Fraser
	Title:	Managing Partner


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-102

	[NAME OF LENDER]


	ACA CLO 2005-1 Limited


	By:	/s/ Vincent Ingato
	Name:	Vincent Ingato
	Title:	Managing Director


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-103

	[NAME OF LENDER]
	ACA CLO 2006-2. Limited


	By:	/s/ Vincent Ingato
	Name:	Vincent Ingato
	Title:	Managing Director


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-104

	CITIGROUP GLOBAL MARKETS
	REALTY CORP.


	By:	/s/ [ILLEGIBLE]
	Name:	[ILLEGIBLE]
	Title:	Authorized Signatory


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-105

	OWS CLO I Ltd.


	By:	/s/ William Lemberg
	Name:	William Lemberg
	Title:	Vice President


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-106

	OWS II Ltd.


	By:	/s/ William Lemberg
	Name:	William Lemberg
	Title:	Vice President


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-107

	US Bank Loan Fund (M) Master Trust


	By:	/s/ William Lemberg
	Name:	William Lemberg
	Title:	Vice President


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-108

	Emporia Preferred Funding I, Ltd.
	By: Emporia Capital Management, LLC


	By:	/s/ Steven Alexander
	Name:	STEVEN ALEXANDER
	Title:	DIRECTOR

.	Subject to change of L+225 pricing only upon receipt of B1 from Moodys.

	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-109

	Emporia Preferred Funding II, Ltd.
	By: Emporia Capital Management, LLC


	By:	/s/ Steven Alexander
	Name:	STEVEN ALEXANDER
	Title:	DIRECTOR

.	Subject to change of L+225 pricing only upon receipt of B1 from Moodys.

	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-110

	Atrium V


	By:	/s/ David H. Lerner
	Name:	DAVID H. LERNER
	Title:	AUTHORIZED SIGNATORY


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-111

	Atrium IV


	By:	/s/ David H. Lerner
	Name:	DAVID H. LERNER
	Title:	AUTHORIZED SIGNATORY


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-112

	Atrium II


	By:	/s/ David H. Lerner
	Name:	DAVID H. LERNER
	Title:	AUTHORIZED SIGNATORY


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-113

	Madison park Funding I, Ltd.


	By:	/s/ David H. Lerner
	Name:	DAVID H. LERNER
	Title:	AUTHORIZED SIGNATORY


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-114

	Castle Garden


	By:	/s/ David H. Lerner
	Name:	DAVID H. LERNER
	Title:	AUTHORIZED SIGNATORY


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-115

	BlueMountain CLO II LTD


	By:	/s/ Kimberly Reina
	Name:	Kimberly Reina
	Title:	Associate


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-116

	Mountain View Funding CLO 2006-I, Ltd.
	By: Seix Advisors, a fixed income division
	of Trusco Capital Management, Inc., as
	Collateral Manager


	By:	/s/ George Goudelias
	Name:	George Goudelias
	Title:	PM, Seix Advisors


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-117

	Mountain View CLO II, Ltd.
	By: Seix Advisors, a fixed income division
	of Trusco Capital Management, Inc., as
	Collateral Manager


	By:	/s/ George Goudelias
	Name:	George Goudelias
	Title:	PM, Seix Advisors


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-118

	[NAME OF LENDER]

	Venture CDO 2002, Limited
	By its investment advisor,
	MJX Asset Management LLC



	By:	/s/ Martin Davey
	Name:	Martin Davey
	Title:	Managing Director


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-119

	[NAME OF LENDER]

	Venture II CDO 2002, Limited
	By its investment advisor,
	MJX Asset Management LLC


	By:	/s/ Martin Davey
	Name:	Martin Davey
	Title:	Managing Director


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-120

	[NAME OF LENDER]

	Venture III CDO Limited
	By its investment advisor,
	MJX Asset Management LLC


	By:	/s/ Martin Davey
	Name:	Martin Davey
	Title:	Managing Director


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-121

	[NAME OF LENDER]

	Venture IV CDO Limited
	By its investment advisor,
	MJX Asset Management LLC


	By:	/s/ Martin Davey
	Name:	Martin Davey
	Title:	Managing Director

	[NAME OF LENDER]


	Venture III CDO Limited
	By its investment advisor,
	MJX Asset Management LLC


	By:	/s/ Martin Davey
	Name:	Martin Davey
	Title:	Managing Director


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-122

	[NAME OF LENDER]

	Venture V CDO Limited
	By its investment advisor,
	MJX Asset Management LLC

	By:	/s/ Martin Davey
	Name:	Martin Davey
	Title:	Managing Director


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-123

	[NAME OF LENDER]

	Venture VI CDO Limited
	By its investment advisor,
	MJX Asset Management LLC

	By:	/s/ Martin Davey
	Name:	Martin Davey
	Title:	Managing Director


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-124

	[NAME OF LENDER]

	Venture VII CDO Limited
	By its investment advisor,
	MJX Asset Management LLC


	By:	/s/ Martin Davey
	Name:	Martin Davey
	Title:	Managing Director


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-125

	[NAME OF LENDER]

	Vista Leveraged Income Fund
	By its investment advisor,
	MJX Asset Management LLC


	By:	/s/ Martin Davey
	Name:	Martin Davey
	Title:	Managing Director


	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-126

	Baker Street CLO II Ltd.


	By:	/s/ Ian M. Burt
		Collateral Manager
	Name:	Ian M. Burt
	Title:	Managing Director
		SunTrust Capital Markets, Inc.

	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-127

	Baker Street Funding CLO 2005-I Ltd.


	By:	/s/ Ian M. Burt
		Collateral Manager
	Name:	Ian M. Burt
	Title:	Managing Director
		Sun Trust Capital Markets, Inc.

	The Lender’s execution of this Amendment signifies only the Lender’s consent to this Amendment, and does not constitute a commitment to provide any additional Term Loans or Revolving Loan Commitments. Any such commitment would be expressed in a separate commitment letter or other written agreement.

S-128

EXHIBIT A

AMENDED AGREEMENT