BARE ESCENTUALS BEAUTY, INC. FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.50

BARE ESCENTUALS BEAUTY, INC.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of March 23, 2007 and entered into by and among BARE ESCENTUALS, INC., a Delaware corporation (“Holdings”), BARE ESCENTUALS BEAUTY, INC., a Delaware corporation (the “Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF, and BNP PARIBAS (“BNP Paribas”), as administrative agent for Lenders (in such capacity, “Administrative Agent”).  Reference is made to that certain Amended and Restated Credit Agreement dated as of December 20, 2006 by and among Holdings, Company, the Lenders referenced therein and BNP Paribas, as Administrative Agent (the “Credit Agreement”). Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement, as amended hereby.

RECITALS

WHEREAS, the Company desires to increase its Permitted Acquisitions capacity under the Credit Agreement, to reconcile certain conflicting terms in the Credit Agreement relating to the timing of delivery of Pricing Certificates, and to make other corrective modifications;

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

SECTION 1. AMENDMENTS TO CREDIT AGREEMENT

A.            Section 1 of the Credit Agreement is hereby amended by deleting the defined term “Financial Plan”.

B.            Subsection 2.2A(i) of the Credit Agreement is hereby amended by deleting the words “the 45th day following the end of the most recently completed Fiscal Quarter” and replacing them with the words “the later of (x) the 45th day following the end of the most recently completed Fiscal Quarter and (y) receipt of the applicable Pricing Certificate by the Administrative Agent”.

C.            Subsection 6.1 of the Credit Agreement is hereby amended as follows:

(i)            Clause (ii) is hereby deleted in its entirety and replaced with the following:

“Quarterly Financials:  as soon as available and in any event within 60 days after the end of each Fiscal Quarter, (a) the consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such

Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in detail reasonably satisfactory to Administrative Agent and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (b) a narrative report describing the operations of Holdings and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such fiscal quarter; provided, however, that, so long as Holdings is required to file reports under Section 13 of the Exchange Act, (x) the requirements of this paragraph with respect to the first three Fiscal Quarters of any Fiscal Year shall be deemed satisfied (including the requirements to deliver monthly financial statements) by the delivery of the quarterly financials of Holdings on Form 10-Q for the relevant Fiscal Quarter, signed by the duly authorized officer or officers of Holdings and (y) clause (a) of this paragraph will not require statements of stockholders’ equity or cash flows with respect to the fourth Fiscal Quarter of any Fiscal Year;”

(ii)           Clause (iii) is hereby amended by deleting the words “and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements”;

(iii)          Clause (iv) is hereby amended by deleting the words “45th day” and replacing it with the words “60th day”.

D.            Subsection 7.3 of the Credit Agreement is hereby amended as follows:

(i)            Subsection 7.3(x) of the Credit Agreement is hereby amended by deleting such subsection in its entirety and substituting the following therefor:

“(x)          Company and any other Subsidiary of Holdings may acquire assets (including Capital Stock and including Capital Stock of Subsidiaries formed in connection with any such acquisition) (in each case, a “Permitted Acquisition”) and continue to own such assets after the acquisition thereof; provided that the aggregate amount of Cash consideration paid by Company and any other Subsidiary of Holdings for Permitted Acquisitions shall not exceed $30,000,000 in any one Fiscal Year or $60,000,000 in the aggregate; and provided further that (i) Holdings and Company shall, and shall cause its Subsidiaries to, comply with the requirements of subsections 6.8 and 6.9 with respect to each such acquisition that results in a Person becoming a Subsidiary, (ii) Company shall have delivered a disclosure statement updating each of the Schedules to this Agreement and the other Loan Documents to reflect any factual revisions or modifications to the information set forth therein resulting from such acquisition; provided that any such update which alters the substantive effect of any representation or warranty, covenant or any other term or condition of this Agreement or any other Loan Document or which discloses an event or circumstance that, in any case, would otherwise require the consent of Administrative Agent, Requisite Lenders or Lenders to such modification, event or circumstance, shall not constitute a modification of this Agreement or any other Loan Document or a permitted disclosure hereunder or thereunder, and shall not excuse any Event of Default or Potential Event of Default which may otherwise arise

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in connection therewith, without written consent required hereunder of Administrative Agent, Requisite Lenders or Lenders, as the case may be; and (iii) after giving effect to such acquisition, the Subsidiaries of Holdings (1) shall not be engaged in any business not permitted by subsection 7.9, (2) shall be in compliance on a pro forma basis after giving effect to such acquisition with each of the financial covenants contained in subsection 7.5, (3) no Event of Default or Potential Event of Default shall have occurred and be continuing or would result from such acquisition, (4) the representations and warranties in Section 5 hereof  (as supplemented in accordance with (ii) above) shall be true, correct and complete in all material respects on and as of the Permitted Acquisition closing date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date), and (5) Company shall have delivered to Administrative Agent and the Lenders an Officer’s Certificate to the effect set forth in the foregoing clauses (1) through (4) and a Compliance Certificate to evidence clause (2);”

(ii)           Subsection 7.3(xii) of the Credit Agreement is hereby amended by deleting such subsection in its entirety and substituting the following therefor:

“(xii)        Holdings, Company and the Subsidiary Guarantors may make and own Investments in Foreign Subsidiaries, provided that the amount of all such Investments made from and after the Restatement Date minus the amount of all cash dividends, distributions and other payments received by Holdings, Company or any of the Subsidiary Guarantors in respect of such Investments after the Restatement Date shall not at any time exceed $25,000,000, plus any amounts utilized for Permitted Acquisitions of Foreign Subsidiaries pursuant to clause (x) above;”

SECTION 2. 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 Credit Agreement as amended by this Amendment (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 which have not been obtained, the Certificate or Articles of Incorporation or Bylaws of Holdings, Company or any of its Subsidiaries or any

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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, except for registrations, consents, approvals, notices and other actions that have been obtained, given or taken, or the failure of which to obtain, give 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; and

(vi)          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.

SECTION 3. CONDITIONS TO EFFECTIVENESS

Except as set forth below, this Amendment shall become effective only upon the receipt by Administrative Agent and Company of written or telephonic notice that Company, Holdings and the Requisite Lenders have executed this Amendment and authorized its delivery.

SECTION 4. MISCELLANEOUS

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

(i)            On and after the effective date of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import

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referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.

(ii)           Except as specifically amended by this Amendment, the Credit Agreement and the other 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 the Credit Agreement or any of the other 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.            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/ Xxxxxx X. Xxxxxxxx
			Name:	Xxxxxx X Xxxxxxxx
			Title:	President, Chief Executive Officer and
				Secretary
HOLDINGS:
			BARE ESCENTUALS, INC.
			By:	/s/ Xxxxxx X. Xxxxxxxx
			Name:	Xxxxxx X Xxxxxxxx
			Title:	Chief Executive Officer

LENDERS:	BNP PARIBAS,
	individually and as Administrative Agent
	By:	/s/ XX xx Xxxxxxxx
	Name:	XX xx Xxxxxxxx
	Title:	Managing Director
	By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Director, Merchant Banking Group

				The Governor and Company of the Bank of
				Ireland
				By:	/s/ Xxxx Xxxxxx
				Name:	Xxxx Xxxxxx
				Title:	Director
				By:	/s/ Xxxxxx X’Xxxxxx
				Name:	Xxxxxx X’Xxxxxx
				Title:	Vice President

	CIBC Inc.
	By:	/s/Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Authorized Signatory
		CIBC Inc.

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	CIT LENDING SERVICES
	CORPORATION
	By:	/s/Xxxxxxx X. XxXxxxx
	Name:	Xxxxxxx X. XxXxxxx
	Title:	Vice President

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ING PRIME RATE TRUST

ING INVESTMENT MANAGEMENT CLO I, Ltd.

By:

ING Investment Management Co.

By:

ING Investment Management Co.

as its investment manager

as its investment manager

/s/Xxxxx X. Xxxxxx

By:

/s/Xxxxx X. Xxxxxx

Name:

Xxxxx X. Xxxxxx

Name:

Xxxxx X. Xxxxxx

Title:

Senior Vice President

Title:

Senior Vice President

ING SENIOR INCOME FUND

ING INVESTMENT MANAGEMENT CLO II, LTD.

By:

ING Investment Management Co.

By:

ING Alternative Asset Management LLC,

as its investment manager

as its investment manager

By:

/s/Xxxxx X. Xxxxxx

/s/Xxxxx X. Xxxxxx

Name:

Xxxxx X. Xxxxxx

Name:

Xxxxx X. Xxxxxx

Title:

Senior Vice President

Title:

Senior Vice President

ING International (II) — Senior Bank Loans Euro

ING INVESTMENT MANAGEMENT CLO III, LTD.

By:

ING Investment Management Co.

By:

ING Alternative Asset Management LLC,

as its investment manager

as its investment manager

/s/Xxxxx X. Xxxxxx

/s/Xxxxx X. Xxxxxx

Name:

Xxxxx X. Xxxxxx

Name:

Xxxxx X. Xxxxxx

Title:

Senior Vice President

Title:

Senior Vice President

ING International (II) — Senior Bank Loans USD

ING INVESTMENT MANAGEMENT CLO IV, LTD.

By:

ING Investment Management Co.

By:

ING Alternative Asset Management LLC,

as its investment manager

as its investment advisor

/s/Xxxxx X. Xxxxxx

/s/Xxxxx X. Xxxxxx

Name:

Xxxxx X. Xxxxxx

Name:

Xxxxx X. Xxxxxx

Title:

Senior Vice President

Title:

Senior Vice President

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	WhiteHorse II, Ltd
	By:	WhiteHorse Capital Partners, L.P.
		As Collateral Manager
	By:		/s/Xxxxx Xxxxxxxxx
	Name:		Xxxxx Xxxxxxxxx
	Title:		Portfolio Manager

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	Denali Capital LLC, managing member of DC
	Funding Partners LLC, portfolio manager for
	DENALI CAPITAL CLO I, LTD., or an affiliate
	By:	/s/Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Senior Vice President

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		Denali Capital LLC, managing member of
		DC Funding Partners LLC, portfolio manager for
		DENALI CAPITAL CLO III, LTD., or an affiliate
		By:	/s/Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Senior Vice President

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		Denali Capital LLC, managing member of
		DC Funding Partners LLC, portfolio manager for
		DENALI CAPITAL CLO IV, LTD., or an affiliate
		By:	/s/Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Senior Vice President

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		XXX XXXXXX
		SENIOR INCOME TRUST
		By:	Xxx Xxxxxx Asset Management
		By:		/s/Xxxxxxxxx Xxxxxxxx
		Name:		Xxxxxxxxx Xxxxxxxx
		Title:		Managing Director

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		XXX XXXXXX
		SENIOR LOAN FUND
		By:	Xxx Xxxxxx Asset Management
		By:		/s/Xxxxxxxxx Xxxxxxxx
		Name:		Xxxxxxxxx Xxxxxxxx
		Title:		Managing Director

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		LightPoint CLO III, Ltd.
		LightPoint CLO IV, Ltd.
		LightPoint CLO V, Ltd.
		By:	/s/Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Director

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		CYPRESSTREE CLAIF FUNDING LLC
		By:	/s/Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Assistant Vice President

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		ULT CBNA Loan Funding LLC, for itself or as agent for
		ULT CFPI Loan Funding LLC
		By:	/s/Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Attorney-in-fact

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		Xxxxxxxxx Vantage CLO, Ltd
		By:	Xxxxxxxxx Capital Partners, LLC
			as its Asset Manager
		By:		/s/Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Managing Director

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		Xxxxxxxxx Arbitrage CDO, Ltd
		By:	Xxxxxxxxx Capital Partners, LLC
			as its Collateral Manager
		By:		/s/Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Managing Director

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		Xxxxxxxxx Carrera CLO, Ltd
		By:	Xxxxxxxxx Capital Partners, LLC
			as its Asset Manager
		By:		/s/Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Managing Director

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		Xxxxxxxxx Bristol CLO, Ltd
		By:	Xxxxxxxxx Capital Partners, LLC
			as it Collateral Manager
		By:		/s/Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:		Managing Director

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LENDERS:		WhiteHorse I, Ltd
		By:	WhiteHorse Capital Partners, L.P.
			As Collateral Manager
		By:		/s/Xxxxx Xxxxxxxxx
		Name:		Xxxxx Xxxxxxxxx
		Title:		Portfolio Manager

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	WhiteHorse III, Ltd.
	By:	WhiteHorse Capital Partners, L.P.
		As Collateral Manager
	By:		/s/Xxxxx Xxxxxxxxx
	Name:		Xxxxx Xxxxxxxxx
	Title:		Portfolio Manager

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		Denali Capital LLC, managing member of
		DC Funding Partners LLC, portfolio manager for
		DENALI CAPITAL CLO V, LTD., or an affiliate
		By:		/s/Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Senior Vice President

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				EAGLE CREEK CLO, LTD
				By:	/s/Xxxxxxx X. Xxxxx
				Name:	Xxxxxxx X. Xxxxx
				Title:	Authorized Xxxxxx

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				Denali Capital LLC, managing member of
				DC Funding Partners LLC, Porfolio manager for DENALI
				CAPITAL CREDIT OPPORTUNITY FUND FINANCING.
				LTD., or an affiliate
				By:	/s/Xxxxx X. Xxxxx
				Name:	Xxxxx X. Xxxxx
				Title:	Senior Vice President

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				Loan Star State Trust
				By:	Highland Capital Management, L.P., As Collateral Manager
				By:	Strand Advisors, Inc., its Investment Advisor
				By:		/s/Xxxxx Xxxxxxxx
				Name:		Xxxxx Xxxxxxxx, Treasurer
				Title:		Strand Advisors, Inc.,
						General Partner of
						Highland Capital Managment, L.P.

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				[ILLEGIBLE] CLO, Ltd.
				By:	Highland Capital Management, L.P., As Collateral Manager
				By:	Strand Advisors, Inc., its General Partner
				By:			/s/Xxxxx Xxxxxxxx
				Name:			Xxxxx Xxxxxxxx, Treasurer
				Title:			Strand Advisors, Inc.,
							General Partner of
							Highland Capital Managment, L.P.

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	XXXXX XXXXXX CLO I, LTD.
	By:	XxXxxx Xxxxx Capital LLC, as
	Collateral Manager
	By:		/s/Xxxx Xxxxxxx
	Name:		Xxxx Xxxxxxx
	Title:		Managing Director

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		Landmark VI CDO Limited
		By:	Aladdin Capital Management, LLC.
			as Manager
		By:		/s/Xxxx X.X’Xxxxxx
		Name:		Xxxx X.X’Xxxxxx
		Title:		Authorized Signatory

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		BALLANTYNE FUNDING LLC
		By:	/s/Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Assistant Vice President

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		Halcyon Structured Asset Management CLO I LTD.
		By:	/s/Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Managing Principal

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		Evergreen CBNA Loan Funding LLC
		By:	/s/Xxxxx XxxXxxxxxxxxx
		Name:	Xxxxx XxxXxxxxxxxxx
		Title:	Assistant Vice President

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		Grand Central Asset Trust, HLD Series
		By:	/s/Xxxxx XxxXxxxxxxxxx
		Name:	Xxxxx XxxXxxxxxxxxx
		Title:	Assistant Vice President

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		Rockwall CDO LTD.
		By:	Highland Capital Management, L.P.
		As Collateral Manager
		By:	Strand Advisors, Inc., Its General Partner
		By:		/s/Xxxxx Xxxxxxxx
		Name:		Xxxxx Xxxxxxxx, Treasurer
		Title:		Strand Advisors, Inc.
				General Partner of
				Highland Capital Management, L.P.

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		Highland Credit Opportunities CDO Ltd
		By:	Highland Capital Management, L.P.
		As Collateral Manager
		By:	Strand Advisors, Inc., Its General
		Partner
		By:		/s/Xxxxx Xxxxxxxx
		Name:		Xxxxx Xxxxxxxx, Treasurer
		Title:		Strand Advisors, Inc.
				General Partner of
				Highland Capital Management, L.P.

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				Denali Capital LLC, managing member of
				DC Funding Partners LLC, Porfolio manager for
				DENALI CAPITAL CLO VI, LTD., or an affiliate
				By:	/s/Xxxxx X. Xxxxx
				Name:	Xxxxx X. Xxxxx
				Title:	Senior Vice President

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	Aerlie CLO 2006-1 Ltd
	By:	/s/Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Head of Bank Dept

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				FALL CREEK CLO, LTD.
				By:	/s/Xxxxxxx X. Xxxxx
				Name:	Xxxxxxx X. Xxxxx
				Title:	Authorized Xxxxxx

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			By:	Callidus Debt Partners CLO Fund IV Ltd
			By:	Its Collateral Manager,
			Callidus Capital Management, LLC.
			By:		/s/Xxxxx X. Xxxxxxx
			Name:		XXXXX X. XXXXXXX
			Title:		PRINCIPAL

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				By:	Callidus Debt Partners CLO Fund V. Ltd.
				By:	Its Collateral Manager,
					Calidus Capital Management, LLC.
				By:		/s/Xxxxx X. Xxxxxxx
				Name:		XXXXX X. XXXXXXX
				Title:		PRINCIPAL

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				By:	MAPS CLO Fund I, LLC
				By:	Its Collateral Manager,
				Calidus Capital Management, LLC.
				By:		/s/Xxxxx X. Xxxxxxx
				Name:		XXXXX X. XXXXXXX
				Title:		PRINCIPAL

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		WhiteHorse IV, Ltd.
			By: WhiteHorse Capital Partners, L.P.
			As Collateral Manager
		By:			/s/ Xxxxx Xxxxxxxxx
		Name:			Xxxxx Xxxxxxxxx
		Title:			Portfolio Manager

S-6

	Mountain View Funding CLO 2006-I, Ltd.
	By: Seix Advisors, a fixed income division of
	Trusco Capital Management, Inc., as Collateral Manager
	By:		/s/ Xxxxxx Xxxxxxxxx
	Name:		Xxxxxx Xxxxxxxxx
	Title:		PM, Seix Advisors

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	DUNES FUNDING LLC
	By:		/s/ Xxxxxx Xxxxxx
	Name:		Xxxxxx Xxxxxx
	Title:		Assistant Vice President

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	Ballyrock CLO II Limited
	BALLYROCK Investment Advisors LLC, as
	Collateral Manager
	By:		/s/ Xxxx Xxxxx
	Name:		Xxxx Xxxxx
	Title:		Assistant Treasurer

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	Ballyrock CLO III Limited
	BALLYROCK Investment Advisors LLC, as
	Collateral Manager
	By:		/s/ Xxxx Xxxxx
	Name:		Xxxx Xxxxx
	Title:		Assistant Treasurer

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	Fraser Xxxxxxxx CLO I Ltd.
	By: Fraser Xxxxxxxx Investment Management,
	LLC, as Collateral Manager
	By:		/s/ Xxxxx X. Xxxxxxxx
	Name:		Xxxxx X. Xxxxxxxx
	Title:		Managing Partner

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	[ILLEGIBLE]
	By: Highland Capital Management, L.P.
	As Collateral Manager
	By: Strand Advisors, Inc.
	as General Partner
	By:		/s/ Xxxxx Xxxxxxxx
	Name:		Xxxxx Xxxxxxxx, Treasurer
	Title:		Strand Advisors, Inc. General Partner of Highland Capital Management L.P.

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	Highland Floating Rate Advantage Fund
	By:		/s/ M. Xxxxx Xxxxxxxxx
	Name:		M. Xxxxx Xxxxxxxxx
	Title:		Treasurer

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	Southfork CLO, Ltd.
	By: Highland Capital Management, L.P.
	As Collateral Manager
	By: Strand Advisors, Inc.
	as General Partner
	By:		/s/ Xxxxx Xxxxxxxx
	Name:		Xxxxx Xxxxxxxx, Treasurer
	Title:		Strand Advisors, Inc. General Partner of Highland Capital Management L.P.

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	Halcyon Structured Asset Management Long
	Secured/Short Unsecured CLO 2006-1 LTD.
	By:		/s/ Xxxxx X. Xxxxx
	Name:		Xxxxx X. Xxxxx
	Title:		Managing Principal

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	Halcyon Structured Asset Management Long
	Secured/Short Unsecured CLO II LTD.
	By:		/s/ Xxxxx X. Xxxxx
	Name:		Xxxxx X. Xxxxx
	Title:		Managing Principal

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	CS Advisors CLO I Ltd.
	By: Capital Sourse Advisors LLC, As Portfolio Manager
	And attorney-in-fact
	By:		/s/ Xxxxxxx X. Stearas
	Name:		Xxxxxxx X. Stearas
	Title:		Vice President

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	Xxxxxxxxx AZURE CLO, Ltd.
	By: Xxxxxxxxx Capital Partners, LLC
	as its Collateral Manager
	By:		/s/ Xxxxx Xxxx
	Name:		Xxxxx Xxxx
	Title:		Managing Director

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	Xxxxxxxxx Modena CLO, Ltd.
	By: Xxxxxxxxx Capital Partners, LLC
	as its Asset Manager
	By:		/s/ Xxxxx Xxxx
	Name:		Xxxxx Xxxx
	Title:		Managing Director

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	Xxxxxxxxx Quattro CLO, Ltd.
	By: Xxxxxxxxx Capital Partners, LLC
	As its Collateral Manager
	By:		/s/ Xxxxx Xxxx
	Name:		Xxxxx Xxxx
	Title:		Managing Director

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	Xxxxxxxxx Veyron CLO, Ltd.
	By: Xxxxxxxxx Capital Partners, LLC
	as its Collateral Manager
	By:		/s/ Xxxxx Xxxx
	Name:		Xxxxx Xxxx
	Title:		Managing Director

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	CREDIT SUISSE INTERNATIONAL
	By:		/s/ Xxxxxxx Xxxxxxx
	Name:		Xxxxxxx Xxxxxxx
	Title:		Assistant Vice President Operations

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	STERLING FARMS FUNDING LLC
	By:		/s/ Xxxxxx Xxxxxx
	Name:		Xxxxxx Xxxxxx
	Title:		Assistant Vice President

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	Telos CLO 2006-1, LTD
	By:		/s/ Xxxxxxxx Xxxxxx
	Name:		Xxxxxxxx Xxxxxx, as A-I-F
	Title:		Principal

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	Greyrock CDO LTD
	By: Aladdin Capital Management, LLC
	as Manager
	By:		/s/ Xxxx X. X’Xxxxxx
	Name:		Xxxx X. X’Xxxxxx
	Title:		Authorized Signatory

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	Landmark VIII CDO Limited
	By: Aladdin Capital Management, LLC
	as Manager
	By:		/s/ Xxxx X. X’Xxxxxx
	Name:		Xxxx X. X’Xxxxxx
	Title:		Authorized Signatory

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	FM Leveraged Capital Fund II
	By: GSO Capital Partners LP as Subadviser to
	FriedbergMilstein LLC
	By:		/s/ Xxxxxxx Xxxxxx
	Name:		Xxxxxxx Xxxxxx
	Title:		Authorized Signatory

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	Landmark IX CDO Limited
	By: Aladdin Capital Management, LLC
	as Manager
	By:		/s/ Xxxx X. X’Xxxxxx
	Name:		Xxxx X. X’Xxxxxx
	Title:		Authorized Signatory

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	Aerlie CLO 2006-II Ltd.
	By:		/s/ Xxxx Xxxx
	Name:		Xxxx Xxxx
	Title:		Head of XxxxXxxx

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	Ballyrock CLO 2006-I Limited
	BALLYROCK Investment Advisors LLC, as
	Collateral Manager
	By:		/s/ Xxxx Xxxxx
	Name:		Xxxx Xxxxx
	Title:		Assistant Treasurer

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	Fraser Xxxxxxxx CLO II Ltd.
	By: Fraser Xxxxxxxx Investment Management,
	LLC, as Collateral Manager
	By:		/s/ Xxxxx X. Xxxxxxxx
	Name:		Xxxxx X. Xxxxxxxx
	Title:		Managing Partner

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				Mountain View CLO II, Ltd.
				By:	Seix Advisors, a fixed income division of
				Trusco Capital Management, Inc., as Collateral
				Manager
				By:		/s/Xxxxxx Xxxxxxxxx
				Name:		Xxxxxx Xxxxxxxxx
				Title:		PM, Seix Advisors

				Ballyrock CLO 2006-2 LTD
				BALLYROCK Investment Advisors LLC, as
				Collateral Manager
				By:	/s/Xxxx Xxxxx
				Name:	Xxxx Xxxxx
				Title:	Assistant Treasurer

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				FriedbergMilstein Private Capital Fund I
				By:	GSO Capital Partners LP as Subadviser to
				FriedbergMilstein LLC
				By:		/s/Xxxxxxx Xxxxxx
				Name:		Xxxxxxx Xxxxxx
				Title:		Authorize Signatory

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				CANARAS SUMMIT CLO LIMITED
				By: BNP Parlbas New York Branch
				As attorney-in-fact
				By:	/s/Xxxxxx Xxxxx
				Name:	Xxxxxx Xxxxx
				Title:	Vice President
				CANARAS SUMMIT CLO LIMITED
				By: BNP Parlbas New York Branch
				As attorney-in-fact
				By:	[ILLEGIBLE]
				Name:
				Title:

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				By:	MAPS CLO Fund II, Ltd.
				By:	Its Collateral Manager
				Callidus Capital Management, LLC
				By:		/s/Xxxxx X. Xxxxxxx
				Name:		Xxxxx X. Xxxxxxx
				Title:		PRINCIPAL

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				Halcyon Sturctured Asset Management Long
				Secured/Short Unsecured CLO III LTD.
				By:	/s/Xxxxx X. Xxxxx
				Name:	Xxxxx X. Xxxxx
				Title:	Managing Principal

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				By:	Callidus Debt Partners CLO Fund VI, Ltd
				By:	Its Collateral Manager
				Callidus Capital Management, LLC
				By:		/s/Xxxxx X. Xxxxxxx
				Name:		Xxxxx X. Xxxxxxx
				Title:		PRINCIPAL

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				PREMIER FUNDING LTD.
				By:		/s/Xxxx X. Xxxxxx
				Name:		Xxxx X. Xxxxxx
				Title:		Authorized Signatory

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