FIRST AMENDMENT

Exhibit 10.53

FIRST AMENDMENT

FIRST AMENDMENT, dated as of April 12, 2005 (this “Amendment”), among Herbalife International, Inc., a Nevada corporation (the “Borrower”), the Guarantors identified as such on the signature pages hereto (collectively, the “Guarantors”), the Lenders identified as such on the signature pages hereto (the “Lenders”) and Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent (in such capacity, the “Administrative Agent”), to that certain Credit Agreement, dated as of December 21, 2004 (the “Credit Agreement”), among the Borrower, the Guarantors identified as such on the signature pages thereto, the Lenders party thereto from time to time, Xxxxxx Xxxxxxx & Co. Incorporated, as Collateral Agent, the joint lead arrangers, bookrunners and other agents identified therein and the Administrative Agent.

W I T N E S S E T H :

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent amend the definition of “Applicable Margin” in the Credit Agreement and make certain other changes to the Credit Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1.  Defined Terms.  Capitalized terms used herein and not otherwise defined are used herein as defined in the Credit Agreement.

2.  Amendment.

(a)  The definition of “Applicable Margin” is replaced in its entirety with the following:

“Applicable Margin” means (i) for the first two full quarters after the Closing Date (A)(I) 2.00% in the case of Revolving Loans maintained as Eurodollar Loans and (II) 1.00% in the case of Revolving Loans maintained as ABR Loans and (B)(I) 1.75% in the case of Term Loans maintained as Eurodollar Loans and (II) 0.75% in the case of Term Loans maintained as ABR Loans and (ii) for the period after the first two full quarters after the Closing Date, the Applicable Margin shall be determined by reference to the Debt Rating and the Applicable Percentage set forth below; provided, in the event of a split rating, the higher of such Debt Ratings shall be used to determine the Applicable Margin, except that, if there is a two-tier difference in the Debt Ratings, the Debt Rating one notch higher than the lower of the two Debt Ratings shall be used to determine the Applicable Margin.

Senior Credit Facilities Rating Xxxxx’x/S&P		Applicable Percentage (Term Loans)
		Eurodollar		ABR
³Ba3/BB		1.75	%	0.75	%
<Ba3/BB		2.00	%	1.00	%

Senior Credit Facilities Rating Xxxxx’x/S&P		Applicable Percentage (Revolving Loans)
		Eurodollar		ABR
³Ba1/BB+		1.75	%	0.75	%
<Ba1/BB+		2.00	%	1.00	%

(b)  The following definition shall be added to Section 1.01 of the Credit Agreement in the appropriate alphabetical position:

“First Amendment Effective Date” means April 12, 2005.

(c)  The following shall be inserted before the final period at the end of Section 2.10(a) of the Credit Agreement:

“; provided, further, that the amount payable in connection with any optional prepayment of the Term Loans made on or before the first anniversary of the First Amendment Effective Date shall be equal to 101% of the principal amount of the Term Loans being prepaid if such prepayment is made with proceeds from a partial or complete bank refinancing of the Term Loans”.

(d)  Each of Section 2.10(c), Section 2.10(d), Section 2.10(e) and Section 2.10(f) of the Credit Agreement is hereby amended by replacing “Sections 2.10(h) and (i)” with “Sections 2.10(i) and (j)”.

3.  Effectiveness of Amendment.  This Amendment shall become effective as of the date hereof (the “Effective Date”) when (a) the Required Lenders, including all Term Lenders, have executed and delivered a counterpart of this Amendment and the Borrower and the Guarantors have delivered duly executed counterparts of this Amendment to the Administrative Agent and (b) the Administrative Agent has received payment from the Borrower for any and all fees, costs and expenses (including those of legal counsel) relating to the Credit Agreement and this Amendment.

4.  Representations and Warranties.  As of the Effective Date, before and after giving effect to this Amendment, each of the Borrower and the other Loan Parties hereby represents and warrants to the Administrative Agent and each Lender that:

(a)  no Default or Event of Default has occurred or is continuing; and

2

(b)  the representations and warranties of the Borrower and the other Loan Parties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects as if made as of the Effective Date, except to the extent such representations and warranties expressly relate to a different date.

5.  Status of Loan Documents.

(a)  This Amendment is limited solely for the purposes and to the extent expressly set forth herein, and, except as expressly consented to and amended hereby, the terms, provisions and conditions of the Loan Documents shall continue in full force and effect and are hereby ratified and confirmed in all respects; and

(b)  No consent, amendment or waiver of any terms or provisions of the Credit Agreement made hereunder shall relieve the Borrower or any other Loan Party from complying with any other term or provision of the Credit Agreement or the other Loan Documents.

6.  Miscellaneous.

(a)  No Waiver, Cumulative Remedies.  No failure or delay or course of dealing on the part of the Lenders in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.  The rights, powers and remedies herein expressly provided are cumulative and not exclusive of any rights, powers or remedies which the Lenders would otherwise have.  No notice to or demand on the Borrower or any other Loan Party in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Lenders to any other or further action in any circumstances without notice or demand.

(b)  Ratification and Reaffirmation; Confirmation; Acknowledgment.  Each Guarantor (i) ratifies and reaffirms the Loan Documents to which such Guarantor is a party, (ii) confirms such Guarantor’s agreement to the terms of this Amendment and (iii) acknowledges that such Guarantor has no offsets or defenses to such Guarantor’s obligations under the Loan Documents to which such Guarantor is a party and no claims or counterclaims against the Lenders.

(c)  Expenses.  The Borrower agrees to pay and reimburse the Administrative Agent for all of its costs and expenses (including, without limitation, fees and disbursements of legal counsel) incurred up to and on the Effective Date or in connection with the Credit Agreement or this Amendment.

(d)  Headings Descriptive.  The headings of the several Sections and subsections of this Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision.

3

(e)  Severability.  In case any provision in or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

(f)  Counterparts.  This Amendment may be executed and delivered in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.  The delivery of a counterpart may be made by facsimile or electronic transmission.

(g)  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Signature pages follow]

4

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

	HERBALIFE INTERNATIONAL, INC.,
	a Nevada corporation, as Borrower
	By:	/s/ XXXXXXX X. XXXXXX
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Chief Financial Officer
	WH CAPITAL CORPORATION,
	a Nevada corporation, as a Guarantor
	By:	/s/ XXXXXXX X. XXXXXXX
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	President
	HERBALIFE INTERNATIONAL OF AMERICA, INC.,
	a Nevada corporation, as a Guarantor
	By:	/s/ XXXXXXX X. XXXXXX
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Chief Financial Officer
	HERBALIFE INTERNATIONAL OF EUROPE, INC.,
	a California corporation, as a Guarantor
	By:	/s/ XXXXXXX X. XXXXXX
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Chief Financial Officer
	HERBALIFE INTERNATIONAL COMMUNICATIONS, INC.,
	a California corporation, as a Guarantor
	By:	/s/ XXXXXXX X. XXXXXX
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Chief Financial Officer

[Herbalife First Amendment]

	HERBALIFE INTERNATIONAL DISTRIBUTION, INC.,
	a California corporation, as a Guarantor
	By:	/s/ XXXXXXX X. XXXXXX
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Chief Financial Officer
	HERBALIFE TAIWAN, INC.,
	a California corporation, as a Guarantor
	By:	/s/ XXXXXXX X. XXXXXX
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Chief Financial Officer
	HERBALIFE INTERNATIONAL (THAILAND), LTD.,
	a California corporation, as a Guarantor
	By:	/s/ XXXXXXX X. XXXXXX
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Chief Financial Officer
	HERBALIFE INTERNATIONAL DO BRASIL LTDA.,
	a corporation dually organized in Brazil and Delaware,
	as a Guarantor
	By:	/s/ XXXXXX XXXX
		Name:	Xxxxxx Xxxx
		Title:	Managing Officer

	HERBALIFE LTD.,
	a Cayman Islands exempted company with limited liability, as a Guarantor
	By:	/s/ XXXXXXX X. XXXXXX
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Chief Financial Officer
	WH INTERMEDIATE HOLDINGS LTD.,
	a Cayman Islands exempted company with limited liability, as a Guarantor
	By:	/s/ XXXXXXX X. XXXXXX
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Chief Financial Officer
	HBL LTD.,
	a Cayman Islands exempted company with limited liability, as a Guarantor
	By:	/s/ XXXXXXX X. XXXXXX
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Chief Financial Officer

	WH LUXEMBOURG HOLDINGS S.à.X.X.,
	a Luxembourg corporation, as a Guarantor
	By:	/s/ XXXXX XXXX
		Name:	Xxxxx Xxxx
		Title:	Manager
	HLF LUXEMBOURG HOLDINGS S.à X.X.,
	a Luxembourg corporation, as a Guarantor
	By:	/s/ XXXXX XXXX
		Name:	Xxxxx Xxxx
		Title:	Manager
	WH LUXEMBOURG INTERMEDIATE HOLDINGS S.à.X.X.,
	a Luxembourg corporation, as a Guarantor
	By:	/s/ XXXXX XXXX
		Name:	Xxxxx Xxxx
		Title:	Manager
	HERBALIFE INTERNATIONAL OF ISRAEL (1990) LTD.,
	an Israeli corporation, as a Guarantor
	By:	/s/ XXXXXXX X. XXXXXXX
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	President
	HERBALIFE INTERNATIONAL FINLAND OY,
	a Finnish corporation, as a Guarantor
	By:	/s/ XXXXXXXXXX XXXXXXX
		Name:	Xxxxxxxxxx Xxxxxxx
		Title:	Managing Director

	XXXXXX XXXXXXX SENIOR FUNDING, INC.,
	as Administrative Agent
	By:	/s/ XXXXXX X. XXXXXX
		Name:	Xxxxxx X. Xxxxxx
		Title:	Vice President

ACKNOWLEDGMENT AND CONSENT

By signing below, the each of the undersigned (x) ratifies and reaffirms the Loan Documents to which it is a party, (y) confirms its agreement to the terms of this First Amendment and (z) acknowledges that it has no offsets or defenses to its obligations under the Loan Documents to which it is a party and no claims or counterclaims against the Lenders.

	HERABLIFE OF JAPAN, K.K.
	By:	/s/ XXXXXXX XXXX
		Name:	Xxxxxxx Xxxx
		Title:	Representative Director
	HERBALIFE INTERNATIONAL DE MEXICO, S.A. DE C.V.
	By:	/s/ XXXXXX XXXXXX
		Name:	Xxxxxx Xxxxxx
		Title:	Authorized Signatory
	HERABLIFE PRODUCTS DE MEXICO, S.A. DE C.V.
	By:	/s/ XXXXXX XXXXXX
		Name:	Xxxxxx Xxxxxx
		Title:	Authorized Signatory
	HERBALIFE (U.K.) LIMITED
	By:	/s/ XXXXXXX HOBBY
		Name:	Xxxxxxx Hobby
		Title:	Managing Director
	HERBALIFE EUROPE LIMITED
	By:	/s/ XXXXXXX X. XXXXXXX
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Managing Director

	SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF DECEMBER 21, 2004, AMONG HERBALIFE INTERNATIONAL, INC., THE GUARANTORS IDENTIFIED AS SUCH ON THE SIGNATURE PAGES THERETO, THE LENDERS FROM TIME TO TIME PARTY THERETO, AND XXXXXX XXXXXXX SENIOR FUNDING, INC., AS ADMINISTRATIVE AGENT
	NAME OF INSTITUTION:
	FORTRESS PORTFOLIO TRUST
	BY: FOUR CORNERS CAPITAL MANAGEMENT LLC
	AS INVESTMENT MANAGER
			,
	AS A LENDER
	By:	/S/ XXXXX XXXXXXXXXX
	Name: Xxxxx Xxxxxxxxxx
	Title: Authorized Signatory
	NAME OF INSTITUTION:
	BLACKROCK SENIOR INCOME SERIES
			,
	AS A LENDER
	By:	/S/ XXXXXX XXXXXXX
	Name: Xxxxxx Xxxxxxx
	Title: Authorized Signatory
	NAME OF INSTITUTION:
	MAGNETITE IV CLO, LTD
			,
	AS A LENDER
	By:	/S/ XXXXXX XXXXXXX
	Name: Xxxxxx Xxxxxxx
	Title: Authorized Signatory

	NAME OF INSTITUTION:
	MAGNETITE V CLO, LTD
			,
	AS A LENDER
	By:	/S/ XXXXXX XXXXXXX
	Name: Xxxxxx Xxxxxxx
	Title: Authorized Signatory
	NAME OF INSTITUTION:
	MARINER CDO 2002, LTD.
	BY: ANTARES ASSET MGT. INC., AS COLLATERAL MGR.
			,
	AS A LENDER
	By:	/S/ XXXXX XXXXX
	Name: Xxxxx Xxxxx
	Title: Vice President
	NAME OF INSTITUTION:
	MONUMENT PARK CDO LTD.
	BY: BLACKSTONE DEBT ADVISORS L.P.
			,
	AS A LENDER
	By:	/S/ XXXX X. XXXXXXX
	Name: Xxxx X. Xxxxxxx
	Title: Managing Director
	NAME OF INSTITUTION:
	XXXXXX XXXXXXX SENIOR FUNDING INC.
			,
	AS A LENDER
	By:	/S/ XXXXXX X. XXXXXX
	Name: Xxxxxx X. Xxxxxx
	Title: Vice President

	NAME OF INSTITUTION:
	NAVIGATOR CDO 2003, LTD
	BY: ANTARES ASSET MGT. INC., AS COLLATERAL MGR
			,
	AS A LENDER
	By:	/S/ XXXXX XXXXX
	Name: Xxxxx Xxxxx
	Title: Vice President
	NAME OF INSTITUTION:
	NAVIGATOR CDO 2004, LTD
	BY: ANTARES ASSET MGMT. INC., AS AGENT
			,
	AS A LENDER
	By:	/S/ XXXXX XXXXX
	Name: Xxxxx Xxxxx
	Title: Vice President
	NAME OF INSTITUTION:
	XXXXXXXXXXX SENIOR FLOATING RATE FUND
			,
	AS A LENDER
	By:	/S/ XXXX XXXXXXX
	Name: Xxxx Xxxxxxx
	Title: AVP
	NAME OF INSTITUTION:
	PIONEER FLOATING RATE TRUST
	BY: HIGHLAND CAPITAL MGMT., LP
	AS SUB-ADVISOR
			,
	AS A LENDER
	By:	/S/ R. XXXXXX XXXXXXXXX
	Name: R. Xxxxxx Xxxxxxxxx
	Title: Senior Vice President, Secretary

	NAME OF INSTITUTION:
	PREMIUM LOAN TRUST I, LTD.
			,
	AS A LENDER
	By:	/S/ GUIA TRUTTER
	Name: Giuia Trutter
	Title: Managing Director
	NAME OF INSTITUTION:
	COOPERATIVE CENTRALE RAIFFEISEN-
	BOERENLEENBANK B.A.
	“RABOBANK INTERNATIONAL:, NEW YORK BRANCH
			,
	AS A LENDER
	By:	/S/ XXXXXX XXXX
	Name: Xxxxxx Xxxx
	Title: Vice President
	By:	/S/ XXXXXXX X. XXXXXX
	Name: Xxxxxxx X. Xxxxxx
	Title: Executive Director
	NAME OF INSTITUTION:
	SANKATY ADVISORS, LLC AS COLLATERAL
	MANAGER FOR RACE POINT CLO, LTD
	AS TERM LENDER
			,
	AS A LENDER
	By:	/S/ XXXXX X. XXXXX
	Name: Xxxxx X. Xxxxx
	Title: Managing Director, Portfolio Manager

	NAME OF INSTITUTION:
	SANKATY ADVISORS, LLC AS COLLATERAL
	MANAGER FOR RACE POINT II CLO,
	LIMITED, AS TERM LENDER
			,
	AS A LENDER
	By:	/S/ XXXXX X. XXXXX
	Name: Xxxxx X. Xxxxx
	Title: Managing Director, Portfolio Manager
	NAME OF INSTITUTION:
	SANKATY HIGH YIELD ASSET PARTNERS, II L.P.
			,
	AS A LENDER
	By:	/S/ XXXXX X. XXXXX
	Name: Xxxxx X. Xxxxx
	Title: Managing Director, Portfolio Manager
	NAME OF INSTITUTION:
	SCOTIABANK (IRELAND) LIMITED
			,
	AS A LENDER
	By:	/S/ XXXX X.X. XXXXXXXX
	Name: Xxxx X.X. Xxxxxxxx
	Title: Authorized Signatory
	NAME OF INSTITUTION:
	SENIOR DEBT PORTFOLIO
	BY: BOSTON MGT AND RESEARCH
	AS INVESTMENT ADVISOR
			,
	AS A LENDER
	By:	/S/ XXXXXXX X. XXXXXXX
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President

	NAME OF INSTITUTION:
	SENIOR LOAN PORTFOLIO
			,
	AS A LENDER
	By:	/S/ XXXXXX XXXXXXX
	Name: Xxxxxx Xxxxxxx
	Title: Authorized Signatory
	NAME OF INSTITUTION:
	SOUTHFORK CLO, LTD.
	BY: HIGHLAND CAPITAL MANAGEMENT, L.P.
	AS COLLATERAL MANAGER
			,
	AS A LENDER
	By:	/S/ XXXXX XXXXXXXX
	Name: Xxxxx Xxxxxxxx
	Title: Treasurer
	NAME OF INSTITUTION:
	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
	NAME OF INSTITUTION:
	XXXXXXXXX VANTAGE 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

	NAME OF INSTITUTION:
	TOLLI & CO.
	BY: XXXXX XXXXX MANAGEMENT
	AS INVESTMENT ADVISOR
			,
	AS A LENDER
	By:	/S/ XXXXXXX X. XXXXXXX
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President
	NAME OF INSTITUTION:
	UNION BANK OF CALIFORNIA, N.A.
			,
	AS A LENDER
	By:	/S/ XXXXX X. XXXXXXX
	Name: Xxxxx X. Xxxxxxx
	Title: VP
	NAME OF INSTITUTION:
	UNION SQUARE CDO LTD.
	BY: BLACKSTONE DEBT ADVISORS L.P.
	AS COLLATERAL MANAGER
			,
	AS A LENDER
	By:	/S/ XXXX X XXXXXXX
	Name: Xxxx X. Xxxxxxx
	Title: Managing Director
	NAME OF INSTITUTION:
	VENTURE CDO 2002, LIMITED
	BY ITS INVESTMENT ADVISOR, MJX ASSET MANAGEMENT LLC
			,
	AS A LENDER
	By:	/S/ XXXX XXXXXXXXXXX
	Name: Xxxx Xxxxxxxxxxx
	Title: Chief Investment Officer

	NAME OF INSTITUTION:
	VENTURE II CDO 2002 LIMITED
	BY ITS INVESTMENT ADVISOR, MJX ASSET MGT LLC
			,
	AS A LENDER
	By:	/S/ XXXX XXXXXXXXXXX
	Name: Xxxx Xxxxxxxxxxx
	Title: Chief Investment Officer
	NAME OF INSTITUTION:
	VENTURE III CDO LIMITED
	BY ITS INVESTMENT ADVISOR, MJX ASSET MGT LLC
			,
	AS A LENDER
	By:	/S/ XXXX XXXXXXXXXXX
	Name: Xxxx Xxxxxxxxxxx
	Title: Chief Investment Officer
	NAME OF INSTITUTION:
	VENTURE IV CDO LTD
	BY ITS INVESTMENT ADVISOR, MJX ASSET MGT LLC
			,
	AS A LENDER
	By:	/S/ XXXX XXXXXXXXXXX
	Name: Hams Xxxxxxxxxxx
	Title: Chief Investment Officer
	NAME OF INSTITUTION:
	VISTA LEVERAGED INCOME FUND
	BY ITS INVESTMENT ADVISOR, MJX ASSET MGT LLC
			,
	AS A LENDER
	By:	/S/ XXXX XXXXXXXXXXX
	Name: Xxxx Xxxxxxxxxxx
	Title: Chief Investment Officer

	NAME OF INSTITUTION:
	WHITNEY PRIVATE DEBT FUND, LP
			,
	AS A LENDER
	By:	/S/ XXXXX X. XXXXX
	Name: Xxxxx X. Xxxxx
	Title: Authorized Signatory
	NAME OF INSTITUTION:
	BLACKROCK GLOBAL FLOATING RATE INCOME TRUST
			,
	AS A LENDER
	By:	/S/ XXXXXX XXXXXXX
	Name: Xxxxxx Xxxxxxx
	Title: Authorized Signatory
	NAME OF INSTITUTION:
	GALAXY IV CLO, LTD
	BY: AIG GLOBAL INVESTMENT CORP.
	ITS INVESTMENT ADVISOR
			,
	AS A LENDER
	By:	/S/ XXXXX XXXXXXXXX
	Name: Xxxxx Xxxxxxxxx
	Title: Vice President
	NAME OF INSTITUTION:
	GALAXY CLO 1999-1 LTD.
	BY: AIG GLOBAL INVESTMENT CORP.
	AS COLLATERAL MANAGER
			,
	AS A LENDER
	By:	/S/ XXXXX XXXXXXXXX
	Name: Xxxxx Xxxxxxxxx
	Title: Vice President

	NAME OF INSTITUTION:
	GENERAL ELECTRIC CAPITAL CORPORATION
			,
	AS A LENDER
	By:	/S/ XXXXX X. XXXXX
	Name: Xxxxx X. Xxxxx
	Title: Duly Authorized Signatory
	NAME OF INSTITUTION:
	GOLDENTREE LOAN OPPORTUNITIES I LTD
	BY: GOLDENTREE ASSET MGT LP
			,
	AS A LENDER
	By:	/S/ XXXXXX X. X’XXXX
	Name: Xxxxxx X. X’Xxxx
	Title: Portfolio Manager
	NAME OF INSTITUTION:
	GOLDENTREE LOAN OPPORTUNITIES II LTD.
	BY: GOLDENTREE ASSET MGT LP
			,
	AS A LENDER
	By:	/S/ XXXXXX X. X’XXXX
	Name: Xxxxxx X. X’Xxxx
	Title: Portfolio Manager
	NAME OF INSTITUTION:
	XXXXXXX XXXXX CREDIT PARTNERS LP
			,
	AS A LENDER
	By:	/S/ XXXXX XXXXXXX
	Name: Xxxxx Xxxxxxx
	Title: Authorized Signatory

	NAME OF INSTITUTION:
	XXXXXXX & CO.
	BY: BOSTON MANAGEMENT AND RESEARCH
	AS INVESTMENT ADVISOR
			,
	AS A LENDER
	By:	/S/ XXXXXXX X. XXXXXXX
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President
	NAME OF INSTITUTION:
	GREEN LANE CLO LTD.
			,
	AS A LENDER
	By:	/S/ XXXXXXX XXXXX
	Name: Xxxxxxx Xxxxx
	Title: Vice President
	NAME OF INSTITUTION:
	HANOVER SQUARE CLO LTD.
	BY: BLACKSTONE DEBT ADVISORS L.P.
	AS COLLATERAL MANAGER
			,
	AS A LENDER
	By:	/S/ XXXX X. XXXXXXX
	Name: Xxxx X. Xxxxxxx
	Title: Managing Director
	NAME OF INSTITUTION:
	HARBOUR TOWN FUNDING LLC
			,
	AS A LENDER
	By:	/S/ XXXXXXXX X. XXXXXXX
	Name: Xxxxxxxx X. Xxxxxxx
	Title: Assistant Vice President

	NAME OF INSTITUTION:
	HARCH CLO II LIMITED
			,
	AS A LENDER
	By:	/S/ XXXXXXX X. XXXXXX
	Name: Xxxxxxx X. Xxxxxx
	Title: Authorized Signatory
	NAME OF INSTITUTION:
	XXXXXX’X ISLAND CDO, LTD.
	BY: CYPRESSTREE INVESTMENT MGT. CO. INC.
	AS PORTFOLIO MANAGER
			,
	AS A LENDER
	By:	/S/ XXXXXXX X. XXXXXX, XX.
	Name: Xxxxxxx X. Xxxxxx, Xx.
	Title: Managing Director
	NAME OF INSTITUTION:
	XXXXXX’X ISLAND CLO II, LTD.
	BY: CYPRESSTREE INVESTMENT MGT. CO. INC.
	AS PORTFOLIO MANAGER
			,
	AS A LENDER
	By:	/S/ XXXXXXX X. XXXXXX, XX.
	Name: Xxxxxxx X. Xxxxxx, Xx.
	Title: Managing Director
	NAME OF INSTITUTION:
	HIGHLAND LEGACY LIMITED
	BY: HIGHLAND CAPITAL MGT. LP
	AS COLLATERAL MANAGER
			,
	AS A LENDER
	By:	/S/ XXXXX XXXXXXXX
	Name: Xxxxx Xxxxxxxx
	Title: Treasurer

	NAME OF INSTITUTION:
	IKB CAPITAL CORPORATION
			,
	AS A LENDER
	By:	/S/ XXXXX XXXXXX
	Name: Xxxxx Xxxxxx
	Title: President
	NAME OF INSTITUTION:
	INVESTORS BANK & TRUST CO. AS SUB-CUSTODIAN AGENT OF CYPRESSTREE INTERNATIONAL HOLDING COMPANY LIMITED
			,
	AS A LENDER
	By:	/S/ XXXXXXX X. XXXXXX XX.
	Name: Xxxxxxx X. Xxxxxx Xx.
	Title: Managing Director
	By:	/S/ XXXX XXXXXXXX
	Name: Xxxx Xxxxxxxx
	Title: Managing Director
	NAME OF INSTITUTION:
	KATONAH III, LTD.
			,
	AS A LENDER
	By:	/S/ XXXXX XXXXX XXXXX
	Name: Xxxxx Xxxxx Xxxxx
	Title: Authorized Officer
	NAME OF INSTITUTION:
	KATONAH IV LTD.
			,
	AS A LENDER
	By:	/S/ XXXXX XXXXX XXXXX
	Name: Xxxxx Xxxxx Xxxxx
	Title: Authorized Officer

	NAME OF INSTITUTION:
	KATONAH VI, LTD.
			,
	AS A LENDER
	By:	/S/ XXXXX XXXXX XXXXX
	Name: Xxxxx Xxxxx Xxxxx
	Title: Authorized Officer
	NAME OF INSTITUTION:
	KC CLO I LIMITED
			,
	AS A LENDER
	By:	/S/ IRINA BORLSOVA
	Name: Irina Borlsova
	Title: Assistant Vice President
	By:	/S/ XXXXX XX XXXXXX
	Name: Xxxxx Xx Xxxxxx
	Title: Assistant Vice President
	NAME OF INSTITUTION:
	KZH SOLEIL LLC
			,
	AS A LENDER
	By:	/S/ HI HUA
	Name: Hi Hua
	Title: Authorized Agent
	NAME OF INSTITUTION:
	KZH SOLEIL 2 LLC
			,
	AS A LENDER
	By:	/S/ HI HUA
	Name: Hi Hua
	Title: Authorized Agent

	NAME OF INSTITUTION:
	LANDMARK CDO II LTD
	ALADDIN CAPITAL MGT LLC
			,
	AS A LENDER
	By:	/S/ XXXXXXX X. XXXXXXX
	Name: Xxxxxxx X. Xxxxxxx
	Title: Director
	NAME OF INSTITUTION:
	LANDMARK CDO III LTD.
	ALADDIN CAPITAL MGT LLC
			,
	AS A LENDER
	By:	/S/ XXXXXXX X. XXXXXXX
	Name: Xxxxxxx X. Xxxxxxx
	Title: Director
	NAME OF INSTITUTION:
	LFC2 LOAN FUNDING LLC, FOR ITSELF OR AS AGENT FOR LFC2 CFPI LOAN FUNDING LLC
			,
	AS A LENDER
	By:	/S/ XXXXXXX XXXX
	Name: Xxxxxxx Xxxx
	Title: As Attorney-in-Fact
	NAME OF INSTITUTION:
	LOAN FUNDING VI LLC FOR ITSELF OR AS AGENT FOR CORPORATE LOAN FUNDING VI LLC
			,
	AS A LENDER
	By:	/S/ XXXX X. XXXXXXX
	Name: Xxxx X. Xxxxxxx
	Title: Managing Director

	NAME OF INSTITUTION:
	SANKATY ADVISORS, LLC AS COLLATERAL
	MANAGER FOR LOAN FUNDING XI LLC AS TERM LENDER
			,
	AS A LENDER
	By:	/S/ XXXXX X. XXXXX
	Name: Xxxxx X. Xxxxx
	Title: Managing Director, Portfolio Manager
	NAME OF INSTITUTION:
	MADISON PARK FUNDING I, LTD.
			,
	AS A LENDER
	By:	/S/ XXXXX X. XXXXXX
	Name: Xxxxx X. Xxxxxx
	Title: Authorized Signatory
	NAME OF INSTITUTION:
	LANDMARK CDO LTD
	ALADDIN CAPITAL MGT LLC
			,
	AS A LENDER
	By:	/S/ XXXXXXX X. XXXXXXX
	Name: Xxxxxxx X. Xxxxxxx
	Title: Director
	NAME OF INSTITUTION:
	FOUR CORNERS CLO 2005-1, LTD.
	BY: FOUR CORNERS CAPTIAL MGT. LLC
	AS COLLATERAL MANAGER
			,
	AS A LENDER
	By:	/S/ XXXXX XXXXXXXXXX
	Name: Xxxxx Xxxxxxxxxx
	Title:  Authorized Signatory

	NAME OF INSTITUTION:
	ANATARES CAPITAL CORP
			,
	AS A LENDER
	By:	/S/ XXXXX XXXXX
	Name: Xxxxx Xxxxx
	Title: Director
	NAME OF INSTITUTION:
	XX XXXXXX CHSE BANK, N.A. AS TRUSTEE OF THE ANTARES FUNDING TRUST CREATED UNDER THE TRUST AGREEMENT DATED AS OF NOVEMBER 30, 1999
			,
	AS A LENDER
	By:	/S/ XXXXXX XXXXXXX
	Name: Xxxxxx Xxxxxxx
	Title: AVP
	NAME OF INSTITUTION:
	BABSON CLO LTD. 2003-I
	BY: BABSON CAPITAL MGT LLC AS COLLATERAL MGR
			,
	AS A LENDER
	By:	/S/ XXXXX X. XXXXX, CFA
	Name: Xxxxx X. Xxxxx, CFA
	Title: Managing Director
	NAME OF INSTITUTION:
	LOAN FUNDING VIII LLC
	BY: BABSON CAPITAL MGT LLC AS COLLATERAL MANAGER
			,
	AS A LENDER
	By:	/S/ XXXXX X. XXXXX, CFA
	Name: Xxxxx X. Xxxxx, CFA
	Title: Managing Director

	NAME OF INSTITUTION:
	TRON CLO LTD. 2000-I
	BY: BABSON CAPITAL MANAGEMENT LLC AS COLLATERAL MANAGER
			,
	AS A LENDER
	By:	/S/ XXXXX X. XXXXX, CFA
	Name: Xxxxx X. Xxxxx, CFA
	Title: Managing Director
	NAME OF INSTITUTION:
	BANK OF AMERICA, N.A.
			,
	AS A LENDER
	By:	/S/ XXXXX X. XXXXXXX
	Name: Xxxxx X. Xxxxxxx
	Title: Senior Vice President
	NAME OF INSTITUTION:
	BANK OF MONTREAL
			,
	AS A LENDER
	By:	/S/ X. XXXXXX
	Name: X. Xxxxxx
	Title: Authorized Signatory
	NAME OF INSTITUTION:
	BLACKROCK SENIOR INCOME SERIES II
			,
	AS A LENDER
	By:	/S/ XXXXXX XXXXXXX
	Name: Xxxxxx Xxxxxxx
	Title: Authorized Signatory

	NAME OF INSTITUTION:
	BUSHNELL CBNA LOAN FUNDING LLC FOR ITSELF OR AS AGENT FOR BUSHNELL CFPI LOAN FUNDING LLC
			,
	AS A LENDER
	By:	/S/ XXXXX XXXXX
	Name: Xxxxx Xxxxx
	Title: As Attorney-in-Fact
	NAME OF INSTITUTION:
	SANKATY ADVISORS, LLC AS COLLATERAL
	MANAGER FOR CASTLE HILL I – INGOTS LTD., AS TERM LENDER
			,
	AS A LENDER
	By:	/S/ XXXXX X. XXXXX
	Name: Xxxxx X. Xxxxx
	Title: Managing Director, Portfolio Manager
	NAME OF INSTITUTION:
	SANKATY ADVISORS, LLC AS COLLATERAL
	MANAGER FOR CASTLE HILL II – INGOTS LTD, AS TERM LENDER
			,
	AS A LENDER
	By:	/S/ XXXXX X. XXXXX
	Name: Xxxxx X. Xxxxx
	Title: Managing Director, Portfolio Director
	NAME OF INSTITUTION:
	SANKATY ADVISORS, LLC AS COLLATERAL
	MANAGER FOR CASTLE HILL III CLO, LIMITED AS TERM LENDER
			,
	AS A LENDER
	By:	/S/ XXXXX X. XXXXX
	Name: Xxxxx X. Xxxxx
	Title: Managing Director, Portfolio Director

	NAME OF INSTITUTION:
	CENTURION CDO 8, LTD
	BY: AMERICAN EXPRESS ASSET MGT GROUP INC., AS COLLATERAL MANAGER
	AS A LENDER
	By:	/S/ XXXXXXX X. XXXX
	Name: Xxxxxxx X. Xxxx
	Title: Director Operations
	NAME OF INSTITUTION:
	COSTANTINUS XXXXX XXXXX CDO V, LTD
	BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
			,
	AS A LENDER
	By:	/S/ XXXXXXX X. XXXXXXX
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President
	NAME OF INSTITUTION:
	CYPRESSTREE CLAIF FUNDING LLC
			,
	AS A LENDER
	By:	/S/ XXXXXXXX X. XXXXXXX
	Name: Xxxxxxxx X. Xxxxxxx
	Title: Assistant Vice President
	NAME OF INSTITUTION:
	DENALI CAPITAL LLC MANAGING MEMBER OF DC FUNDING PARTNERS, PORTFOLIO MANAGER FOR DENALI CAPITAL CLO I, LTD., OR AN AFFILIATE
			,
	AS A LENDER
	By:	/S/ XXXX X. XXXXXXX
	Name: Xxxx X. Xxxxxxx
	Title: Chief Credit Officer

	NAME OF INSTITUTION:
	DENALI CAPITAL LLC, MANAGING MEMBER OF DC FUNDING PARTNERS, PORTFOLIO MANAGER FOR DENALI CAPITAL CLO II, LTD., OR AN AFFILIATE
			,
	AS A LENDER
	By:	/S/ XXXX X. XXXXXXX
	Name: Xxxx X. Xxxxxxx
	Title: Chief Credit Officer
	NAME OF INSTITUTION:
	DENALI CAPITAL LLC, MANAGING MEMBER OF DC FUNDING PARTNERS, PORTFOLIO MANAGER FOR DENALI CAPITAL CLO III, LTD. OR AN AFFILIATE
			,
	AS A LENDER
	By:	/S/ XXXX X. XXXXXXX
	Name: Xxxx X. Xxxxxxx
	Title: Chief Credit Officer
	NAME OF INSTITUTION:
	DENALI CAPITAL LLC, MANAGING MEMBER OF DC FUNDING PARTNERS PORTFOLIO MANAGER FOR DENALI CAPITAL CLO IV, LTD. OR AN AFFILIATE
			,
	AS A LENDER
	By:	/S/ XXXX X. XXXXXXX
	Name: Xxxx X. Xxxxxxx
	Title: Chief Credit Officer
	NAME OF INSTITUTION:
	EAGLE LOAN TRUST
	BY: XXXXXXXXX CAPITAL PARTNERS, LLC
	AS ITS COLLATERAL MANAGER
			,
	AS A LENDER
	By:	/S/ XXXXXXXXXXX X. XXXXXX
	Name: Xxxxxxxxxxx X. Xxxxxx
	Title: Managing Partner

	NAME OF INSTITUTION:
	XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
			,
	AS A LENDER
	By:	/S/ XXXXXXX X. XXXXXXX
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President
	NAME OF INSTITUTION:
	XXXXX XXXXX CDO III, LTD.
	BY: XXXXX XXXXX MANAGEMENT
	AS INVESTMENT ADVISOR
			,
	AS A LENDER
	By:	/S/ XXXXXXX X. XXXXXXX
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President
	NAME OF INSTITUTION:
	XXXXX XXXXX CDO VI LTD. BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
			,
	AS A LENDER
	By:	/S/ XXXXXXX X. XXXXXXX
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President
	NAME OF INSTITUTION:
	XXXXX XXXXX LIMITED DURATION INCOME FUND BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
			,
	AS A LENDER
	By:	/S/ XXXXXXX X. XXXXXXX
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President

	NAME OF INSTITUTION:
	XXXXX XXXXX SENIOR
	FLOATING-RATE TRUST
	BY: XXXXX XXXXX MANAGEMENT
	AS INVESTMENT ADVISOR
			,
	AS A LENDER
	By:	/S/ XXXXXXX X. XXXXXXX
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President
	NAME OF INSTITUTION:
	XXXXX XXXXX SENIOR INCOME TRUST
	BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
			,
	AS A LENDER
	By:	/S/ XXXXXXX X. XXXXXXX
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President
	NAME OF INSTITUTION:
	XXXXX XXXXX FLOATING RATE INCOME TRUST BY XXXXX XXXXX MANAGEMENT AS INVESTOR ADVISOR
			,
	AS A LENDER
	By:	/S/ XXXXXXX X. XXXXXXX
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President
	NAME OF INSTITUTION:
	XXXXX XXXXX SHORT DURATION DIVERSIFIED INCOME FUND BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR
			,
	AS A LENDER
	By:	/S/ XXXXXXX X. XXXXXXX
	Name: Xxxxxxx X. Xxxxxxx
	Title: Vice President

	NAME OF INSTITUTION:
	FIDELITY ADVISOR SERIES II FIDELITY
	ADVISOR FLOATING RATE HIGH INCOME FUND
			,
	AS A LENDER
	By:	/S/ XXXX X. XXXXXXXX
	Name: Xxxx X. Xxxxxxxx
	Title: Assistant Treasurer
	NAME OF INSTITUTION:
	FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY FLOATING RATE CENTRAL INVESTMENT PORTFOLIO
			,
	AS A LENDER
	By:	/S/ XXXX X. XXXXXXXX
	Name: Xxxx X. Xxxxxxxx
	Title: Assistant Treasurer