EX-99.1 2 k13795exv99w1.txt FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT EXHIBIT 99 FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT FIRST AMENDMENT, dated as of March 9, 2007 (the "Amendment"), to the AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT, dated as of January 23, 2007, among R.J. TOWER CORPORATION, a Michigan corporation (the "Borrower"), a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, TOWER AUTOMOTIVE, INC., a Delaware corporation and the parent company of the Borrower (the "Parent"), and the subsidiaries of the Borrower signatory hereto (together with the Parent, each a "Guarantor" and collectively the "Guarantors"), each of which Guarantors is a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, JPMORGAN CHASE BANK, N.A., a national banking association ("JPMCB"), each of the other financial institutions from time to time party hereto (together with JPMCB, the "Lenders") and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the "Agent") for the Lenders. WITNESSETH: WHEREAS, the Borrower, the Guarantors, the Lenders and the Agent are parties to that certain Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement, dated as of January 23, 2007 (as the same may be waived, amended, restated, modified or supplemented from time to time, the "Credit Agreement"); and WHEREAS, the Borrower and the Guarantors have requested that, subject to the occurrence of the Effective Date (as hereinafter defined) of this Amendment, the Agent and the Lenders agree to an amendment of Section 5.01(a) of the Credit Agreement so as to permit the delivery of the financial statements referred to therein on or before June 29, 2007 rather than on or before March 31,2007. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. As used herein, all terms that are defined in the Credit Agreement (in effect immediately prior to the Effective Date of this Amendment) shall have the same meanings herein. 2. Section 5.01(a) of the Credit Agreement is hereby amended by inserting the following parenthetical clause immediately after the words "end of each fiscal year" appearing in the first line thereof: "(or, in the case of the fiscal year ended December 31, 2006, on or before June 29, 2007)" 3. This Amendment and the amendment of the Credit Agreement set forth herein shall become effective on the date (the "Effective Date") on which this Amendment shall have been executed by the Borrower, the Guarantors and the Required Lenders, and the Agent shall have received evidence reasonably satisfactory to it of such execution. 4. Except to the extent hereby waived and amended, the Credit Agreement and each of the Loan Documents remain in full force and effect and are hereby ratified and affirmed. 5. The Borrower agrees that its obligations set forth in Section 10.05 of the Credit Agreement shall extend to the preparation, execution and delivery of this Amendment, including the reasonable fees and disbursements of counsel to the Agent. 6. This Amendment shall be limited precisely as written and shall not be deemed (a) to be a consent granted pursuant to, or a waiver or modification of, any other term or condition of the Credit Agreement or any of the instruments or agreements referred to therein or (b) to prejudice any right or rights which the Agent or the Lenders may now have or have in the future under or in connection with the Credit Agreement or any of the instruments or agreements referred to therein. Whenever the Credit Agreement is referred to in the Credit Agreement or any of the instruments, agreements or other documents or papers executed or delivered in connection therewith, such reference shall be deemed to mean the Credit Agreement as modified by this Amendment. 7. This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which shall be an original and all of which, when taken together, shall constitute but one and the same instrument. A facsimile or .pdf copy of a counterpart signature page shall serve as the functional equivalent of a manually executed copy for all purposes. 8. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. [SIGNATURE PAGES FOLLOW] 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and the year first written. BORROWER: R.J. TOWER CORPORATION By: /s/ James Mallak ------------------------------------ Name: James Mallak Title: --------------------------------- GUARANTORS: Algoods, USA, Inc. Tower Automotive, Inc. Tower Automotive Bardstown, Inc. Tower Automotive Bowling Green, LLC Tower Automotive Chicago, LLC Tower Automotive Finance, Inc. Tower Automotive Granite City, LLC Tower Automotive Granite City Services, LLC Tower Automotive International Holdings, Inc. Tower Automotive International Yorozu Holdings, Inc. Tower Automotive International, Inc. Tower Automotive Lansing, LLC Tower Automotive Michigan, LLC Tower Automotive Milwaukee, LLC Tower Automotive Plymouth, Inc. Tower Automotive Products Company, Inc. Tower Automotive Receivables Company, Inc. Tower Automotive Services and Technology, LLC Tower Automotive Technology, Inc. Tower Automotive Technology Products, Inc. Tower Automotive Tool, LLC Tower Services, Inc. Trylon Corporation By: /s/ James Mallak ------------------------------------ Name: James Mallak Title: --------------------------------- Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement AGENT AND LENDERS: JPMORGAN CHASE BANK, N.A. INDIVIDUALLY AND AS AGENT By: /s/ RICHARD W. DUKER ------------------------------------ Name: RICHARD W. DUKER Title: MANAGING DIRECTOR Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Ameriprise Certificate Company By: RiverSource Investments, LLC as Collateral Manager By: /s/ Yvonne E. Stevens ------------------------------------ Name: Yvonne E. Stevens Title: Senior Managing Director Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Atlas Loan Funding (CENT I) LLC By: RiverSource Investments, LLC Attorney in Fact By: /s/ Robin C. Stancil ------------------------------------ Name: Robin C. Stancil Title: Director of Operations Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement AVENUE CLO FUND, LIMITED AVENUE CLO II, LIMITED By: /s/ RICHARD D ADDARIO ------------------------------------ Name: RICHARD D ADDARIO Title: SENIOR PORTFOLIO MANAGER Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Sankaty Advisors, LLC as Collateral Manager for AVERY POINT CLO, LTD., as Term Lender By: /S/ Alan K. Halfengar ------------------------------------ Name: Alan K. Halfengar Title: Chief Compliance Officer Assistant Secretary Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement BANK OF SCOTLAND By: /s/ Karen Weich ------------------------------------ Name: Karen Weich Title: Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Bayerische Landesbank By: /S/ Georgina Flordaiisl ------------------------------------ Name: Georgina Flordaiisl, CFA Title: Vice President /S/ GEORGE J. SCHNEPF ---------------------------------------- GEORGE J. SCHNEPF Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement BLACK DIAMOND CLO 2005-1 LTD. BY: BLACK DIAMOND CLO 2005-1 ADVISER, L.L.C., AS ITS COLLATERAL MANAGER By: /S/ Stephen H. Deckoff ------------------------------------ Name: Stephen H. Deckoff Title: Managing Principal Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Caine Funding By: /s/ NEAM AHMED ------------------------------------ Name: NEAM AHMED Title: AUTHORIZED SIGNATORY Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement CASPIAN CAPITAL PARTNERS, L.P. By: Mariner Investment Group, as Investment Advisor /s/ Charles R. Howe II ---------------------------------------- Charles R. Howe II President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Sankaty Advisors, LLC as Collateral Manager for Castle Hill I- INGOTS, Ltd., as Term Lender By: /s/ Alan K. Halfenger ------------------------------------ Name: Alan K. Halfenger Title: Chief Compliance Officer Assistant Secretary Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Sankaty Advisors, LLC as Collateral Manager for Castle Hill II- INGOTS, Ltd., as Term Lender By: /s/ Alan K. Halfenger ------------------------------------ Name: Alan K. Halfenger Title: Chief Compliance Officer Assistant Secretary Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Sankaty Advisors, LLC as Collateral Manager for Castle Hill III CLO, Limited as Term Lender By: /s/ Alan K. Halfenger ------------------------------------ Name: Alan K. Halfenger Title: Chief Compliance Officer Assistant Secretary Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Cent CDO 10, Ltd. By: RiverSource Investments, LLC as Collateral Manager By: /s/ Robin C. Stancil ------------------------------------ Name: Robin C. Stancil Title: Director of Operations Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Clydesdale CLO 2004, Ltd. By: /s/ Richard W. Stewart ------------------------------------ Name: Richard W. Stewart Title: Managing Director NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT MANAGER Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Clydesdale CLO 2005, Ltd. By: /s/ Richard W. Stewart ------------------------------------ Name: Richard W. Stewart Title: Managing Director NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT MANAGER Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Clydesdale CLO 2006, Ltd. By: /s/ Richard W. Stewart ------------------------------------ Name: Richard W. Stewart Title: Managing Director NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT MANAGER Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Clydesdale Strategic CLO-I, Ltd. By: /s/ Richard W. Stewart ------------------------------------ Name: Richard W. Stewart Title: Managing Director NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT MANAGER Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Cent CDO 12 Limited By: RiverSource Investments, LLC as Collateral Manager By: /s/ Robin C. Stancil ------------------------------------ Name: Robin C. Stancil Title: Director of Operations Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Cent CDO 14 Limited By: RiverSource Investments, LLC as Collateral Manager By: /s/ Robin C. Stancil ------------------------------------ Name: Robin C. Stancil Title: Director of Operations Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Cent CDO XI, Limited By: RiverSource Investments, LLC as Collateral Manager By: /s/ Robin C. Stancil ------------------------------------ Name: Robin C. Stancil Title: Director of Operations Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Centaurus Loan Trust By: /s/ Richard W. Stewart ------------------------------------ Name: Richard W. Stewart Title: Managing Director NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT MANAGER Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Centurion CDO II, Ltd. By: RiverSource Investments, LLC as Collateral Manager By: /s/ Robin C. Stancil ------------------------------------ Name: Robin C. Stancil Title: Director of Operations Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Centurion CDO III, Limited By: RiverSource Investments, LLC as Collateral Manager By: /s/ Robin C. Stancil ------------------------------------ Name: Robin C. Stancil Title: Director of Operations Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Centurion CDO VI, Ltd. By: RiverSource Investments, LLC as Collateral Manager By: /s/ Robin C. Stancil ------------------------------------ Name: Robin C. Stancil Title: Director of Operations Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Centurion CDO VII, Ltd. By: RiverSource Investments, LLC as Collateral Manager By: /s/ Robin C. Stancil ------------------------------------ Name: Robin C. Stancil Title: Director of Operations Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Centurion CDO 8, Limited By: RiverSource Investments, LLC as Collateral Manager By: /s/ Robin C. Stancil ------------------------------------ Name: Robin C. Stancil Title: Director of Operations Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Centurion CDO 9, Ltd. By: RiverSource Investments, LLC as Collateral Manager By: /s/ Robin C. Stancil ------------------------------------ Name: Robin C. Stancil Title: Director of Operations Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Chatham Light II CLO, Limited, by Sankaty Advisors, LLC as Collateral Manager By: /s/ Alan K. Halfenger ------------------------------------ Name: Alan K. Halfenger Title: Chief Compliance Officer Assistant Secretary Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Chatham Light III CLO, Ltd. By: Sankaty Advisors, LLC as Collateral Manager By: /s/ Alan K. Halfenger ------------------------------------ Name: Alan K. Halfenger Title: Chief Compliance Officer Assistant Secretary Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement THE CIT GROUP / BUSINESS CREDIT, INC. By: /s/ Eustachio Bruno ------------------------------------ Name: Eustachio Bruno Title: Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement CITIBANK, N.A., By: /s/ CHRISTINE M. KANICKI ------------------------------------ Name: CHRISTINE M. KANICKI Title: Attorney - In - Fact Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Clydesdale CLO 2003 Ltd. By: /s/ Richard W. Stewart ------------------------------------ Name: Richard W. Stewart Title: Managing Director NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS COLLATERAL MANAGER Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement CYPRESSTREE CALIF FUNDING LLC By: /s/ L. MURCHISON TAYLOR ------------------------------------ Name: L. MURCHISON TAYLOR Title: VICE PRESIDENT Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Dinosaur SPIRET Loan Trust By: Wilmington Trust Company not in its individual capacity but solely as trustee By: /s/ Dorri W. Wolhar ------------------------------------ Name: Dorri W. Wolhar Title: Financial Services Officer Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement EATON VANCE CDO III, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Eaton Vance CDO VIII, Ltd. By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Eaton Vance CDO IX, Ltd. By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Eaton Vance Credit Opportunities Fund By: Eaton Vance Management As Investment Advisor By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement 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 Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement 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 Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement 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 Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement 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 Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement 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 Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement EATON VANCE SENIOR INCOME TRUST BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Eaton Vance Variable Leverage Fund Ltd. By: Eaton Vance Management As Investment Advisor By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Evergreen CBNA Loan Funding LLC By: /s/ Erich VanRavenswaay ------------------------------------ Name: Erich VanRavenswaay Title: Assistant Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement FALL CREEK CLO, LTD. By: /s/ Richard M. Matas ------------------------------------ Name: Richard M. Matas Title: Authorized Signor Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Rebecca L. Milligan ------------------------------------ Name: Rebecca L. Milligan Title: Duly Authorized Signor Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Goldman Sachs Credit Partners, L.P. By: /S/ Juan Carlos Isaza ------------------------------------ Name: Juan Carlos Isaza Title: Authorized Signatory Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement THE GOVERNOR AND COMPANY OF THE BANK OF THE LAND By: /s/ Illegible ------------------------------------ Name: Illegible Title: VICE PRESIDENT /s/ Illegible ---------------------------------------- DIRECTOR Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Grand Central Asset Trust, CYP Series By: /s/ Erich VanRavenswaay ------------------------------------ Name: Erich VanRavenswaay Title: Assistant Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Grand Central Asset Trust, PFV Series By: /s/ Erich VanRavenswaay ------------------------------------ Name: Erich VanRavenswaay Title: Assistant Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement GRAYSON & CO BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement HARBOUR TOWN FUNDING LLC By: /s/ L. MURCHISON TAYLOR ------------------------------------ Name: L. MURCHISON TAYLOR Title: VICE PRESIDENT Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement HEWETT'S ISLAND CDO, LTD. By: Cypress Tree Investment Management Company, Inc., as Portfolio Manager. By: /s/ Peter Carnes ------------------------------------ Name: Peter Carnes Title: Managing Director Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement 2 HEWETT'S ISLAND CLO II, LTD. By: Cypress Tree Investment Management Company, Inc., as Portfolio Manager By: /s/ PRESTON I. CARNES, JR. ------------------------------------ Name: PRESTON I. CARNES, JR. Title: Managing Director Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement 3 HEWETT'S ISLAND CLO III, LTD. By: Cypress Tree Investment Management Company, Inc., as Portfolio Manager By: /s/ PRESTON I. CARNES, JR. ------------------------------------ Name: PRESTON I. CARNES, JR. Title: Managing Director Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement 4 HEWETT'S ISLAND CLO IV, LTD. By: Cypress Tree Investment Management Company, Inc., as Portfolio Manager By: /s/ ROBERT E. WEEDEN ------------------------------------ Name: ROBERT E. WEEDEN Title: Managing Director Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement 5 \ HEWETT'S ISLAND CLO V, LTD. By: Cypress Tree Investment Management Company, Inc., as Portfolio Manager By: /s/ ROBERT E. WEEDEN ------------------------------------ Name: ROBERT E. WEEDEN Title: Managing Director Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement 6 HEWETT'S ISLAND CLO VI, LTD. By: Cypress Tree Investment Management Company, Inc., As Portfolio Manager By: /s/ ROBERT E. WEEDEN ------------------------------------ Name: ROBERT E. WEEDEN Title: Managing Director Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement 7 ING Capital LLC By: /s/ Illegible ------------------------------------ Name: Illegible Title: Vice President Signature Page to Firm Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement ING Investment Management CLO I, Ltd. By: ING Investment Management Co. as its investment manager /s/ Illegible ---------------------------------------- Name: Illegible Title: Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement ING Investment Management CLO II, LTD. BY: ING Alternative Asset Management LLC, as its investment manager /s/ Illegible ---------------------------------------- Name: Illegible Title: Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement ING Investment Management CLO III, LTD. BY: ING Alternative Asset Management LLC, as its investment manager /s/ Illegible ---------------------------------------- Name: Illegible Title: Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement ING PRIME RATE TRUST By: ING Investment Management Co. as Its Investment Manager By: /s/ Illegible ------------------------------------ Name: Illegible Title: Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement ING SENIOR INCOME FUND By: ING Investment Management Co. as Its Investment manager By: /s/ Illegible ------------------------------------ Name: Illegible Title: Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement 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 CYPRESSTREE 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 Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement JUPITER LOAN FUNDING LLC By: /s/ L. MURCHISON TAYLOR ------------------------------------ Name: L. MURCHISON TAYLOR Title: VICE PRESIDENT Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement LANDMARK V CDO Limited By: Aladdin Capital Management LLC as Manager By: /s/ David S. Jepsky ------------------------------------ Name: David S. Jepsky Title: Authorised Signatory Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Sankaty Advisors, LLC as Collateral Manager for Loan Funding XI LLC, As Term Lender By: /s/ Alan K. Halfenger ------------------------------------ Name: Alan K. Halfenger Title: Chief Compliance Officer Assistant Secretary Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement LONG LANE MASTER TRUST IV By: /s/ L. MURCHISON TAYLOR ------------------------------------ Name: L. MURCHISON TAYLOR Title: AUTHORIZED SIGNATORY Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement MARINER LDC By: Mariner Investment Group, as Investment Advisor /s/ Charles R. Howe II ---------------------------------------- Charles R. Howe II President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. By: /s/ Edward Shuster ------------------------------------ Name: Edward Shuster Title: Assistant Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Nationwide Life Insurance Company By: /s/ THOMAS M. POWERS ------------------------------------ Name: THOMAS M. POWERS Title: VICE PRESIDENT (Illegible) Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Nationwide Mutual Insurance Company By: /s/ THOMAS M. POWERS ------------------------------------ Name: THOMAS M. POWERS Title: VICE PRESIDENT (Illegible) Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement NATIXIS By: /s/ Harold Birk ------------------------------------ Name: Harold Birk Title: Managing Director /s/ Kelvin Cheng ---------------------------------------- Kelvin Cheng Director Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement NCRAM Loan Trust By: /s/ Richard W. Stewart ------------------------------------ Name: Richard W. Stewart Title: Managing Director NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT ADVISER Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement NCRAM Senior Loan Trust 2005 By: /s/ Richard W. Stewart ------------------------------------ Name: Richard W. Stewart Title: Managing Director NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT ADVISER Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Nomura Bond & Loan Fund By: /s/ Richard W. Stewart ------------------------------------ Name: Richard W. Stewart Title: Managing Director By: Illegible UFJ Trust & Banking Corporation as Trustee By: Namura Corporate Research & Asset Management Inc. Attorney In Fact Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement PB Capital Corporation By: /s/ RONNI J. LEOPOLD ------------------------------------ Name: RONNI J. LEOPOLD Title: VICE PRESIDENT By: /s/ KELVIN M. HIGGINS ------------------------------------ Name: KELVIN M. HIGGINS Title: ASSISTANT VICE PRESIDENT Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Sankaty Advisors, LLC as Collateral Manager for Prospect Funding I, LLC as Term Lender By: /s/ Alan K. Halfenger ------------------------------------ Name: Alan K. Halfenger Title: Chief Compliance Officer Assistant Secretary Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited as Term Lender By: /s/ Alan K. Halfenger ------------------------------------ Name: Alan K. Halfenger Title: Chief Compliance Officer Assistant Secretary Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO, Limited as Term Lender By: /s/ Alan K. Halfenger ------------------------------------ Name: Alan K. Halfenger Title: Chief Compliance Officer Assistant Secretary Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Race Point IV CLO, Ltd By: Sankaty Advisors, LLC as Collateral Manager By: /s/ Alan K. Halfenger ------------------------------------ Name: Alan K. Halfenger Title: Chief Compliance Officer Assistant Secretary Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement RiverSource Bond Series, Inc. RiverSource Floating Rate Fund By: /s/ Robin C. Stancil ------------------------------------ Name: Robin C. Stancil Title: Assistant Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement RiverSource Life Insurance Company By: RiverSource Investments, LLC as Collateral Manager By: /s/ Yvonne E. Stevens ------------------------------------ Name: Yvonne E. Stevens Title: Senior Managing Director Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF IDS LIFE INSURANCE COMPANY Adopted in accordance with the provisions of Section 300.45 of the Minnesota General Corporation Laws. We, Timothy V. Bechtold, President, and Thomas R. Moore, Secretary, of IDS Life Insurance Company, a corporation existing under the laws of the State of Minnesota, do hereby certify over the seal of said Corporation that the following resolution amending the Certificate of Incorporation of said Corporation was duly adopted by the sole stockholder of said Corporation by an action in writing, signed in the City of Minneapolis, County of Hennepin, on April 15, 2006: RESOLVED, that Ameriprise Financial, Inc., the sole shareholder of IDS Life Insurance Company, consents to the amendment of the Certificate of Incorporation of IDS Life Insurance Company by striking Article I of the Certificate of Incorporation of IDS Life Insurance Company in its entirety, and replacing it with a new Article I to read as follows: ARTICLE I The name of this Corporation shall be RiverSource Life Insurance Company. FURTHER RESOLVED, that the amendment of the Certificate of Incorporation of IDS Life Insurance Company shall become effective at 11:59 P.M., Central Time, on the 31st day of December, 2006. IN WITNESS WHEREOF, we have executed this Certificate and caused the seal of the Corporation to be hereunto affixed this 15th day of April, 2006, the amendment stated herein to be effective at 11:59 P.M., Central Time, on the 31st day of December, 2006. IDS LIFE INSURANCE COMPANY By: /s/ Timothy V. Bechtold ------------------------------------ Timothy V. Bechtold, President ATTEST: /s/ Thomas R. Moore ------------------------------------- Thomas R. Moore, Secretary Page 1 of 2 ACKNOWLEDGMENT STATE OF MINNESOTA COUNTY OF HENNEPIN I, the undersigned, a Notary Public, within and for the county and state aforesaid, do hereby certify that on this 15th day of April, 2006, personally appeared before me Timothy V. Bechtold and Thomas R. Moore, who, being by me first duly sworn, declared that they are the President and Secretary, respectively, of IDS Life Insurance Company, that they signed the foregoing document as President and Secretary, respectively, of said Company, and that the statements therein contained are true. /s/ Liba B. Larson ---------------------------------------- Notary Public My Commission Expires: Jan 31, 2010 (STAMP) DEPARTMENT OF COMMERCE APPROVAL The foregoing Certificate of Amendment of the Certificate of Incorporation is hereby approved this 22 day of June, 2006. (STAMP) /s/ Kevin M. Murphy ---------------------------------------- Signature Name: Kevin M. Murphy Title: Deputy Commissioner (STAMP) Page 2 of 2 Sankaty Credit Opportunities, II, L.P. By: /s/ Alan K. Halfenger ------------------------------------ Name: Alan K. Halfenger Title: Chief Compliance Officer Assistant Secretary Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Sankaty High Yield Partners II, L.P. By: /s/ Alan K. Halfenger ------------------------------------ Name: Alan K. Halfenger Title: Chief Compliance Officer Assistant Secretary Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement SKY CBNA Loan Funding By: /s/ (Illegible) ------------------------------------ Name: (Illegible) Title: Attorney in (Illegible) Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement TIGER FUNDING By: /s/ NEAM AHMED ------------------------------------ Name: NEAM AHMED Title: AUTHORIZED SIGNATORY Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement TRS IO LLC By: Deutsche Bank AG, New York Branch, its sole Member By: DB Services New Jersey, Inc. By: /s/ Deborah O'Keeffe ------------------------------------ Name: Deborah O'Keeffe Title: Vice President By: /s/ Alice L. Wagner ------------------------------------ Name: Alice L. Wagner Title: Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement TRS SVCO LLC By: DEUTSCHE BANK AG, NEW YORK BRANCH, ITS SOLE MEMBER By: DB SERVICES NEW JERSEY, INC. By: /s/ Deborah O'Keeffe ------------------------------------ Name: Deborah O'Keeffe Title: Vice President By: /s/ Deirdre Whorton ------------------------------------ Name: Deirdre Whorton Title: Assistant Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement UBS AG, Stamford Branch By: /s/ Christopher M. Altkin ------------------------------------ Name: Christopher M. Altkin Title: Associate Director Banking Products Services, US By: /s/ Toba Lumbantobing ------------------------------------ Name: Toba Lumbantobing Title: Associate Director Banking Products Services, US Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement VENTURE CDO 2002, LIMITED BY ITS INVESTMENT ADVISOR, MJX ASSET MANAGEMENT LLC By: /s/ Frederick Taylor ------------------------------------ Name: FREDERICK TAYLOR Title: MANAGING DIRECTOR Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Venture II CDO 2002, Limited By its investment advisor, MJX Asset Management LLC By: /s/ Frederick Taylor ------------------------------------ Name: FREDERICK TAYLOR Title: MANAGING DIRECTOR Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement VENTURE III CDO LIMITED BY ITS INVESTMENT ADVISOR, MJX ASSET MANAGEMENT LLC By: /s/ Frederick Taylor ------------------------------------ Name: FREDERICK TAYLOR Title: MANAGING DIRECTOR Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement VENTURE IV CDO LIMITED BY ITS INVESTMENT ADVISOR, MJX ASSET MANAGEMENT LLC By: /s/ Frederick Taylor ------------------------------------ Name: FREDERICK TAYLOR Title: MANAGING DIRECTOR Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement Vista Leveraged Income Fund By its investment advisor, MJX Asset Management LLC By: /s/ Frederick Taylor ------------------------------------ Name: FREDERICK TAYLOR Title: MANAGING DIRECTOR Signature Page to First Amendment to Amended and Restated Revolving Credit Term loan and Guaranty Agreement WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL) BY ITS INVESTMENT ADVISOR, MJX ASSET MANAGEMENT LLC By: /s/ Brian Hynds ------------------------------------ Name: Brian Hynds Title: Vice-President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement WELLS FARGO FOOTHILL, LLC By: /s/ Patrick McCormack ------------------------------------ Name: Patrick McCormack Title: Vice President Signature Page to First Amendment to Amended and Restated Revolving Credit, Term Loan and Guaranty Agreement