AMENDMENT NO. 2 TO CREDIT AGREEMENT

Exhibit 99.1

AMENDMENT NO. 2

TO

CREDIT AGREEMENT

This Amendment No. 2 to Credit Agreement, dated as of October 18, 2005 (this “Amendment”), is entered into among FC 2 CORP., a Delaware corporation (“Holdings”), FOUNDATION COAL CORPORATION, a Delaware corporation (“Acquisition Corp.” and together with Holdings, the “Parent Guarantors”), FOUNDATION PA COAL COMPANY, a Delaware corporation (the “Borrower”) and Citicorp North America, Inc., a Delaware corporation, in its capacity as administrative agent for the Lenders and as agent for the Secured Parties (in such capacity, the “Administrative Agent”), and amends the Credit Agreement dated as of July 30, 2004 (as amended to the date hereof and as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into among the Parent Guarantors, the Borrower, the institutions from time to time party thereto as Lenders (the “Lenders”), the Administrative Agent, UBS AG, Stamford Branch, Bear Xxxxxxx Corporate Lending, Inc. and Natexis Banques Populaires, as Co-Documentation Agents and Citigroup Global Markets Inc. and Credit Suisse First Boston as Co-Syndication Agents and Joint Lead Arrangers.  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Credit Agreement has previously been amended by Amendment No. 1 to the Credit Agreement on November 12, 2004;

WHEREAS, the Borrower and Lenders wish to make certain other amendments set forth in Section 1 below;

Now, therefore, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:

Section 1.           Amendments to the Credit Agreement

(a)           Section 1.01 of the Credit Agreement is amended by (i) deleting the definition of “Permitted Business Acquisition” and (ii) inserting the following in lieu thereof:

“Permitted Business Acquisition” shall mean any acquisition of all or substantially all the assets of, or all the Equity Interests (other than directors’

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qualifying shares) in, a person or division, line of business, coal mine or other operating facility, of a person (or any subsequent investment made in a person, division, line of business, coal mine or other operating facility, previously acquired in a Permitted Business Acquisition) if (a) such acquisition was not preceded by, or effected pursuant to, an unsolicited or hostile offer and (b) immediately after giving effect thereto:  (i) no Event of Default shall have occurred and be continuing or would result therefrom; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; and (iii) (A) Holdings and the Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect to such acquisition or formation, with the covenants contained in Sections 6.11 and 6.12 recomputed as at the last day of the most recently ended fiscal quarter of Holdings and the Subsidiaries, and Holdings shall have delivered to the Administrative Agent a certificate of a Responsible Officer of Holdings to such effect, together with all relevant financial information for such Subsidiary or assets, and (B) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness (except for Indebtedness permitted by Section 6.01).

(b)           Section 5.04 shall be amended by (i) replacing the period at the end of clause (j) with “;” and (ii) adding the following proviso at the end of such Section:

“provided that so long as Holdings has no material assets or liabilities (other than its investment in Acquisition Corp.), Holdings may satisfy the financial statement and other delivery requirements set forth in clauses (a) and (b) above by delivery of consolidated financial statements and other certificates of Acquisition Corp. (i.e., substituting Acquisition Corp. for Holdings in each of such clauses).”

(c)           Subsection 6.01(e) shall be amended by (i) deleting the phrase “Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or to any other Subsidiary” before the proviso thereof and (ii) inserting the following in lieu thereof:

“Indebtedness of Holdings to any Subsidiary and of any Subsidiary to Holdings or to any other Subsidiary”

(d)           Subsection 6.10(a) shall be amended by deleting it in its entirety and replacing it with the following:

“(a)         During any fiscal year Holdings and the Subsidiaries may make Capital Expenditures so long as the aggregate amount thereof does not exceed the amount set forth opposite such fiscal year below:

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Year		Amount
2004		$	120,000,000.000
2005		$	150,000,000.000
2006		$	160,000,000.000
2007		$	180,000,000.000
2008 or thereafter		$	200,000,000.000

Section 2.           Conditions Precedent to the Effectiveness of this Amendment

This Amendment shall become effective as of the date first written above when, and only when, each of the following conditions precedent shall have been satisfied or waived (the “Amendment No. 2 Effective Date”) by the Administrative Agent:

(a)           Executed Counterparts.  The Administrative Agent shall have received this Amendment, duly executed by the Parent Guarantors, the Borrower, the Administrative Agent and the Required Lenders; and

(b)           Corporate and Other Proceedings.  All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in all respects to the Administrative Agent.

Section 3.           Representations and Warranties

On and as of the Amendment No. 2 Effective Date, after giving effect to this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and each Lender as follows:

(a)           this Amendment has been duly authorized, executed and delivered by the Borrower and constitutes the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with its terms and the Credit Agreement as amended by this Amendment and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms;

(b)           each of the representations and warranties contained in Article III (Representations and Warranties) of the Credit Agreement and each other Loan Document is true and correct in all material respects on and as of the Amendment No. 2 Effective Date, as if made on and as of such date and except to the extent that such representations and warranties specifically relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date; provided, however, that references therein to the “Credit Agreement” shall be

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deemed to refer to the Credit Agreement as amended hereby and after giving effect to the consents and waivers set forth herein; and

(c)           no Default or Event of Default has occurred and is continuing (except for those that are waived).

Section 4.           Fees and Expenses

The Borrower and each other Loan Party agrees to pay on demand in accordance with the terms of Section 9.05 (Expenses; Indemnity) of the Credit Agreement all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto).

Section 5.           Reference to the Effect on the Loan Documents

(a)           As of the Amendment No. 2 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument.  Each of the table of contents and lists of Exhibits and Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment as of the Amendment No. 2 Effective Date.

(b)           Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

(c)           The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders, the Borrower or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein.

(d)           This Amendment is a Loan Document.

Section 6.           Execution in Counterparts

This Amendment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Signature pages may be detached from multiple separate

4

counterparts and attached to a single counterpart so that all signature pages are attached to the same document.  Delivery of an executed counterpart by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 7.           Governing Law

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

Section 8.           Section Titles

The section titles contained in this Amendment are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto, except when used to reference a section.  Any reference to the number of a clause, sub-clause or subsection of any Loan Document immediately followed by a reference in parenthesis to the title of the section of such Loan Document containing such clause, sub-clause or subsection is a reference to such clause, sub-clause or subsection and not to the entire section; provided, however, that, in case of direct conflict between the reference to the title and the reference to the number of such section, the reference to the title shall govern absent manifest error.  If any reference to the number of a section (but not to any clause, sub-clause or subsection thereof) of any Loan Document is followed immediately by a reference in parenthesis to the title of a section of any Loan Document, the title reference shall govern in case of direct conflict absent manifest error.

Section 9.           Notices

All communications and notices hereunder shall be given as provided in the Credit Agreement.

Section 10.        Severability

The fact that any term or provision of this Agreement is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any person.

Section 11.            Successors

The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

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Section 12.            Waiver of Jury Trial

Each of the parties hereto irrevocably waives trial by jury in any action or proceeding with respect to this Amendment or any other Loan Document.

[SIGNATURE PAGES FOLLOW]

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

	FC 2 CORP., as a Parent Guarantor
		By:	/s/ Xxxxx X. Xxxx
		Name:	Xxxxx X. Xxxx
		Title:	Senior Vice President & CFO
	FOUNDATION COAL CORPORATION, as a Parent Guarantor
		By:	/s/ Xxxxx X. Xxxx
		Name:	Xxxxx X. Xxxx
		Title:	Senior Vice President & CFO
	FOUNDATION PA COAL COMPANY, as the Borrower
		By:	/s/ Xxxxx X. Xxxx
		Name:	Xxxxx X. Xxxx
		Title:	Senior Vice President & CFO
	CITICORP NORTH AMERICA, INC.
	as Administrative Agent and Lender
		By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Vice President
	ALLSTATE LIFE INSURANCE COMPANY
	[LENDER], as a Lender
		By:	/s/Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx

		By:	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
	AIM FLOATING RATE FUND
		By:	INVESCO Senior Secured
			Management, Inc.
			As Sub-Adviser
		By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Authorized Signatory
	AMMC CDO IT, LIMITED
		By:	American Money Management
			Corp.,
			As Collateral Manager
		By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Senior Vice President
	AVALON CAPITAL LTD.
		By:	INVESCO Senior Secured
			Management, Inc.
			As Collateral Manager
		By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Authorized Signatory
	AVALON CAPITAL LTC. 3
		By:	INVESCO Senior Secured
			Management, Inc.
			As Collateral Manager
		By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Authorized Signatory
	BALLANTYNE FUNDING LLC,
		as a Lender
		By:	/s/ M. Xxxxxxxx Xxxxxxx
		Name:	M. Xxxxxxxx Xxxxxxx
		Title:	Assistant Vice President
	Bank of Montreal,
		as a lender
		By:	/s/ X. Xxxxxx
		Name:	X. Xxxxxx
		Title:	Vice-President

	BEAR XXXXXXX CORPORATE LENDING INC.,
		as a Lender
		By:	/s/ Xxxxxxx Xxxx Xxxxx
		Name:	Xxxxxxx Xxxx Xxxxx
		Title:	Vice President
	BIG SKY SENIOR LOAN FUND, ltd
		as a Lender
		By:	Xxxxx Xxxxx Management
			As Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	BLUDE SQUARE FUNDING LIMITED SERIES 3,
		as a Lender
		By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Vice President
	Bushnell CBNA Loan Funding LLC, for itself or as
		agent for Bushnell Loan Funding LLC
		as a Lender
		By:	/s/ Mat Xxxxxxxx
		Name:	Mat Xxxxxxxx
		Title:	Assistant Vice President
	CHAMPLAIN CLO, LTD.
		By:	INVESCO Senior Secured
			Management, Inc.
			As Collateral Manager
		By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Authorized Signatory
	CHARTER VIEW PORTFOLIO
		By:	INVESCO Senior Secured
			Management, Inc.
			As Collateral Manager
		By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Authorized Signatory

	CITIBANK, N.A.
		as a Lender
		By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Attorney in Fact
	CRÉDIT INDUSTRIEL et COMMERCIAL
		as a Lender
		By:	/s/ Xxxxx X’Xxxxx       /s/ Xxxx Xxxxxxx
		Name:	Xxxxx X’Xxxxx						Xxxx Xxxxxxx
		Title:	Vice President          First Vice President
	CREDIT SUISSE, Cayman Islands Branch
		(formerly known as CREDIT SUISSE FIRST BOSTON, acting through its Cayman Island Branch),
		as a Lender
		By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Director
		By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	Associate
	DIVERSIFIED CREDIT PORTFOLIO LTD.
		By:	INVESCO Senior Secured
			Management, Inc.
			As Collateral Manager
		By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Authorized Signatory
	XXXXX XXXXX SENIOR INCOME TRUST
		By:	Xxxxx Xxxxx Management
			As Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXX XXXXX SENIOR LOAN FUND
		By:	Xxxxx Xxxxx Management
			As Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President

	XXXXX XXXXX CDO III, LTD.
		By:	Xxxxx Xxxxx Management
			As Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	CONSTANTNUS XXXXX XXXXX CDO V, LTD.
		By:	Xxxxx Xxxxx Management
			As Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXX XXXXX CDO VI, LTD.
		By:	Xxxxx Xxxxx Management
			As Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXX XXXXX
	VT FLOATING-RATE INCOME FUND
		By:	Xxxxx Xxxxx Management
			As Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXX XXXXX
	LIMITED DURATION INCOME FUND
		By:	Xxxxx Xxxxx Management
			As Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXX XXXXX FLOATING RATE
		By:	Xxxxx Xxxxx Management
			As Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President

	XXXXX XXXXX SHORT DURATION
	DIVERSIFIED INCOME FUND
		By:	Xxxxx Xxxxx Management
			As Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXX XXXXX SENIOR
	FLOATING RATE TRUST
		By:	Xxxxx Xxxxx Management
			As Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	ELF FUNDING TRUST I
		By:	Highland Capital Management, L.P.,
			As Collateral Manager
		By:	Strand Advisors, Inc.
			Its General Partner
		By:	/s/ Xxxxx X. Xxxxxxxx
		Name:	Xxxxx X. Xxxxxxxx
		Title	Treasurer, Strand Advisors, Inc.,
			General Partner of Highland Capital
			Management, L.P.
	EMERALD ORCHARD LIMITED
		as a Lender
		By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx Xxxx
		Title:	Loans Officer
	FRANKLIN FLOATING RATE DAILY ACCESS FUND; FRANKLIN FLOATING RATE MASTER SERIES; FRANKLIN CLO, II LIMITED; FRANKLIN CLO III, LIMITED
		as a Lender
		By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	President
	XXXXXXX & CO
		BY:	BOSTON MANAGEMENT AND
			RESEARCH
		as a Lender

		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	HARBOUR TOWN FUNDING LLC,
		as a Lender
		By:	/s/ M. Xxxxxxxxx Xxxxxxx
		Name:	M. Xxxxxxxxx Xxxxxxx
		Title:	Assistant Vice President
	ING PRIME RATE TRUST
		By:	ING investment Management Co.
			As its Investment manager
		By:	/s/Xxxxxxx X. XxXxxxx, CFA
		Name:	Xxxxxxx X. XxXxxxx, CFA
		Title:	Vice President
	INC SENIOR INCOME FUND
		By:	ING investment Management Co.
			as its Investment manager
		By:	/s/Xxxxxxx X. XxXxxxx, CFA
		Name:	Xxxxxxx X. XxXxxxx, CFA
		Title:	Vice President
	ING INVESTMENT MANAGEMENT CLO I LTD.
		By:	ING investment Management Co.
			as its Investment manager
		By:	/s/Xxxxxxx X. XxXxxxx, CFA
		Name:	Xxxxxxx X. XxXxxxx, CFA
		Title:	Vice President
	INVESCO EUPROPEAN CDO I S.A.
		By:	INVESCO Senior Secured
			Management, Inc.
			As Collateral Manager
		By:	/s/ Xxxxx Xxxxxxx
(		Name:	Xxxxx Xxxxxxx
		Title:	Authorized Signatory
	LCM I LIMITED PARTNERSHIP
		By:	Lyon Capital Management LLC,
			As Collateral Manager
		as a Lender

		By:	/s/ Xxxxxxxxx X. Xxxxx
		Name:	Xxxxxxxxx X. Xxxxx
		Title:	Portfolio Manager
	LCM II LIMITED PARTNERSHIP
		By:	Lyon Capital Management LLC,
			As Collateral Manager
		as a Lender
		By:	/s/ Xxxxxxxxx X. Xxxxx
		Name:	Xxxxxxxxx X. Xxxxx
		Title:	Portfolio Manager
	LCM III, Ltd.
		By:	Lyon Capital Management LLC,
			As Collateral Manager
		as a Lender
		By:	/s/ Xxxxxxxxx X. Xxxxx
		Name:	Xxxxxxxxx X. Xxxxx
		Title:	Portfolio Manager
	LCM IV, Ltd.
		By:	Lyon Capital Management LLC,
			As Collateral Manager
		as a Lender
		By:	/s/ Xxxxxxxxx X. Xxxxx
		Name:	Xxxxxxxxx X. Xxxxx
		Title:	Portfolio Manager
	LaSalle Bank National Association
		as a Lender
		By:	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Vice President
	LightPoint CLO 2004-1, Ltd.; Premium Loan Trust
		1, Ltd.
		By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Senior Managing Director & CEO
	LOAN FUNDING VII LLC
		By:	Highland Capital Management, L.P.,
			As Collateral Manager

		By:	Strand Advisors, Inc.
			Its General Partner
		By:	/s/ Xxxxx X. Xxxxxxxx
		Name:	Xxxxx X. Xxxxxxxx
		Title	Treasurer, Strand Advisors, Inc.,
			General Partner of Highland Capital
			Management, L.P.
	LOAN FUNDING LLC, for itself or as agent for
		Corporate Loan Funding IX, LLC
		By:	INVESCO Senior Secured
			Management, Inc.
			As Portfolio Manager
		By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Authorized Signatory
	LOAN STAR STATE TRUST
		By:	Highland Capital Management, L.P.,
			As Collateral Manager
		By:	Strand Advisors, Inc.
			Its General Partner
		as a Lender
		By:	/s/ Xxxxx X. Xxxxxxxx
		Name:	Xxxxx X. Xxxxxxxx
		Title	Treasurer, Strand Advisors, Inc.,
			General Partner of Highland Capital
			Management, L.P.
	LONG LANE MASTER TRUST IV,
		as a Lender
		By:	/s/ M. Xxxxxxxxx Xxxxxxx
		Name:	M. Xxxxxxxxx Xxxxxxx
		Title:	Assistant Vice President
	MADISON PARK FUNDING II
		as a Lender
		By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Authorized Signatory
	NM Rothschild and Sons Limited
		as a Lender
		By:	/s/ Xxxxx Street
		Name:	Xxxxx Street
		Title:	Director

		By:	/s/ Xxxxxxxxxxx Xxxxxxx
		Name:	Xxxxxxxxxxx Xxxxxxx
		Title:	Managing Director
	Natexis Banques Populaires,
		as a Lender
		By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Vice President
		By:	/s/ Xxxxx X. Xxxxxxx, III
		Name:	Xxxxx X. Xxxxxxx, III
		Title:	Vice President, Group Manager
	THE NORINCHUKIN BANK, NEW YORK
		BRANCH, through State Street Bank and
		Trust Company NA
		As Fiduciary Custodian
		as a Lender
		By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Vice President
	PETRUSSE EUPOPEAN CLA S.A.
		By:	INVESCO Senior Secured
			Management, Inc.
			As Collateral Manager
		By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Authorized Signatory
	SAGMORE CLO LTD
		By:	INVESCO Senior Secured
			Management, Inc.
			As Collateral Manager
		By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Authorized Signatory
	Sankaty High Yield Partners, II, L.P.
		as a Lender
		By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Senior Vice President

	Katonah IV, Ltd. By Sankay Advisors LLC as Sub-
		Advisors
		as a Lender
		By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Senior Vice President
	Sankaty Advisors, LLC as Collateral Manager for
		XXXXX POINT CLO, LTD., as Term Lender
		as a Lender
		By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Senior Vice President
	Katonah II, Ltd. By Sankaty Advisors LLC as Sub-
		Advisors
		as a Lender
		By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Senior Vice President
	Katonah III, Ltd. By Sankaty Advisors LLC as Sub-
		Advisors
		as a Lender
		By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Senior Vice President
	Sankaty Advisors, LLC as Collateral Manager for
		Castle Hill I- INGOTS, Ltd., as Term Lender
		as a Lender
		By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Senior Vice President
	Chatham Light II CLO, Limited, by Sankaty
		Advisors, LLC as Collateral Manager
	as a Lender
		By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Senior Vice President

	Sankaty Advisors, LLC as Collateral Manager for
		Castle Hill II- INGOTS, Ltd., as Term Lender
		as a Lender
		By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Senior Vice President
	Sankaty Advisors, LLC as Collateral Manager for
		Race Point CLO, Limited, as Term Lender
		as a Lender
		By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Senior Vice President
	Sankaty Advisors, LLC as Collateral Manager for
		Race Point II CLO, Limited, as Term Lender
		as a Lender
		By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Senior Vice President
	SARATOGA CLO I, LIMITED
		By:	INVESCO Senior Secured
			Management, Inc.
			As Asset Manager
		By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Authorized Signatory
	SENIOR DEBT PORTFOLIO
		By:	Boston Management and Research
			as Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	SEQUILLS-LIBERTY, LTD.
		By:	INVESCO Senior Secured
			Management, Inc.
			As Asset Manager
		By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Authorized Signatory

	SOCIÉTÉ GÉNÉRALE,
		as a Lender
		By:		/s/ Xxxxx XxXxxxxx
		Name:		Xxxxx XxXxxxxx
		Title:		Vice President
	Xxxxxxxxx Arbitrage CDO, Ltd.
		By:		Xxxxxxxxx Capital Partners LLC
				as its Collateral Manager
		as a Lender
		By:		/s/ Xxxxxxxxxxx X. Xxxxxx
		Name:		Xxxxxxxxxxx X. Xxxxxx
		Title:		Managing Partner
	Xxxxxxxxx Bristol CLO, Ltd.
		By:		Xxxxxxxxx Capital Partners LLC
				as its Collateral Manager
		as a Lender
		By:		/s/ Xxxxxxxxxxx X. Xxxxxx
		Name:		Xxxxxxxxxxx X. Xxxxxx
		Title:		Managing Partner
	Xxxxxxxxx Modena CLO, Ltd.
		By:		Xxxxxxxxx Capital Partners LLC
				as its Asset Manager
		as a Lender
		By:		/s/ Xxxxxxxxxxx X. Xxxxxx
		Name:		Xxxxxxxxxxx X. Xxxxxx
		Title:		Managing Partner
	Xxxxxxxxx Quattro CLO, Ltd.
		By:		Xxxxxxxxx Capital Partners LLC
				as its Collateral Manager
		as a Lender
		By:		/s/ Xxxxxxxxxxx X. Xxxxxx
		Name:		Xxxxxxxxxxx X. Xxxxxx
		Title:		Managing Partner
	STANWICH LOAN FUNDING
		as a Lender
		By:		/s/ M. Xxxxxxxx Xxxxxxx
		Name:	M. Xxxxxxxx Xxxxxxx
		Title:	Assistant Vice President

	TOLLI & CO.
		By:	Xxxxx Xxxxx Management
			As Investment Advisor
		By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	Trumbull THC2 Loan Funding LLC, for itself or as
		agent for Trumbull THC2 Loan Funding LLC
		as a Lender
		By:	/s/ Mat Xxxxxxxx
		Name:	Mat Xxxxxxxx
		Title:	Assistant Vice President
	UBS AG, Stamford Branch
	[LENDER], as a Lender
		By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Associate Director
			Banking Products
			Service, US
		By:	/s/ Xxxxxx Xxxxx
		Name:	Salioz Xxxxx
		Title:	Associate Director
			Banking Products
			Service, US
	Windsor Loan Funding, Limited
		By:	Xxxxxxxxx Capital Partners LLC
			as its Investment Manager
		as a Lender
		By:	/s/ Xxxxxxxxxxx X. Xxxxxx
		Name:	Xxxxxxxxxxx X. Xxxxxx
			Title:   Managing Partner