AMENDMENT NO. 13 TO THE THIRD AMENDED AND RESTATED CREDIT AND REIMBURSEMENT AGREEMENT

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 13 TO THE THIRD AMENDED AND RESTATED
CREDIT AND REIMBURSEMENT AGREEMENT

Dated as of July 29, 2008

AMENDMENT NO. 13 TO THE THIRD AMENDED AND RESTATED CREDIT AND REIMBURSEMENT AGREEMENT (this “Amendment”) among The AES Corporation, a Delaware corporation (the “Borrower”), the Subsidiary Guarantors, the Bank Parties listed on the signature pages hereto, CITICORP USA, INC., as administrative agent (the “Agent”) and CITIBANK, N.A., as Collateral Agent, for the Bank Parties (the “Collateral Agent”).

PRELIMINARY STATEMENTS

(1)           WHEREAS, the Borrower is party to a Third Amended and Restated Credit and Reimbursement Agreement dated as of March 17, 2004 (as amended, amended and restated, supplemented or otherwise modified up to the date hereof, the “Existing Bank Credit Agreement”; capitalized terms used herein but not defined shall be used herein as defined in the Credit Agreement) among the Subsidiary Guarantors, the Bank Parties, CITIGROUP GLOBAL MARKETS, INC., as Lead Arranger and Book Runner, BANC OF AMERICA SECURITIES LLC, as Lead Arranger and Book Runner and as Co-Syndication Agent (for the Initial Term Loan Facility), DEUTSCHE BANK SECURITIES INC., as Lead Arranger and Book Runner (for the Initial Term Loan Facility), UNION BANK OF CALIFORNIA, N.A., as Co-Syndication Agent (for the Initial Term Loan Facility) and as Lead Arranger and Book Runner and as Syndication Agent (for the Revolving Credit Facility), XXXXXX COMMERCIAL PAPER INC., as Co-Documentation Agent (for the Initial Term Loan Facility), UBS SECURITIES LLC, as Co-Documentation Agent (for the Initial Term Loan Facility), SOCIÉTÉ GÉNÉRALE, as Co-Documentation Agent (for the Revolving Credit Facility), CREDIT LYONNAISE NEW YORK BRANCH, as Co-Documentation Agent (for the Revolving Credit Facility), the Agent and the Collateral Agent; and

(2)           WHEREAS, the Borrower and the Required Banks have agreed, subject to the terms and conditions hereinafter set forth, to amend and restate the Existing Bank Credit Agreement as set forth below (as amended and restated the “Credit Agreement”).

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and receipt of all of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.           Amendment.  As of the Effective Date, the Credit Agreement is hereby amended as follows:

The Existing Bank Credit Agreement is hereby amended and restated as set forth in Annex A hereto.

SECTION 2.           Conditions to Effectiveness.  This Amendment shall become effective when, and only when, and as of the date (the “Effective Date”) on which (a) the Agent shall have received counterparts of this Amendment executed by the Borrower and each of the Subsidiary Guarantors and the Required Banks or, as to any of the Required Banks, advice satisfactory to the Agent that such Bank Party has executed this Amendment, (b) the Agent shall have received payment of all accrued fees and expenses of the Agent (including the reasonable and accrued fees of counsel to the Agent invoiced on or prior to the date hereof), (c) the Agent shall have received a favorable opinion of the Counsel of the Borrower regarding the due authorization, execution and delivery of this Amendment and other matters reasonably requested by the Agent and (d) the Agent shall have received a certificate signed by a duly authorized officer of the Borrower dated the Effective Date, to the effect that, after giving effect to this Amendment: (i) the representations and warranties contained in each of the Financing Documents are true and correct in all material respects on and as of the Effective Date as though made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); and (ii) no Default has occurred and is continuing.

This Amendment is subject to the provisions of Section 10.05 of the Credit Agreement.

SECTION 3.           Representations and Warranties.  The Borrower represents and warrants as follows:

(a)           The representations and warranties contained in each of the Financing Documents, after giving effect to this Amendment, are correct in all material respects on and as of the date of this Amendment, as though made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date).

(b)           After giving effect to this Amendment, no Default has occurred and is continuing on the date hereof.

SECTION 4.           Reference to and Effect on the Financing Documents.  (a)  On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Financing Documents to “the Agreement”, “thereunder”, “thereof”, or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as modified hereby.

(b)           The Credit Agreement, the Notes and each of the other Financing Documents, as specifically modified by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Financing Documents, in each case as modified by this Amendment.

2

(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 Banks, nor constitute an amendment or waiver of any provision of the Credit Agreement or the other Financing Documents.

SECTION 5.           Affirmation of Subsidiary Guarantors.  Each Subsidiary Guarantor hereby consents to the amendments to the Credit Agreement effected hereby, and hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of such Subsidiary Guarantor contained in Article IX of the Credit Agreement or in any other Financing Documents to which it is a party are, and shall remain, in full force and effect and are hereby ratified and confirmed in all respects, except that, on and after the effectiveness of this Amendment, each reference in Article IX of the Credit Agreement and in each of the other Financing Documents to “the Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement, as modified by this Amendment.  Without limiting the generality of the foregoing, the Collateral Documents to which such Subsidiary Guarantor is a party and all of the Collateral described therein do, and shall continue to secure, payment of all of the Secured Obligations (in each case, as defined therein).

SECTION 6.           GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7.           WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE ACTIONS OF THE COLLATERAL TRUSTEES OR THE AGENT IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

SECTION 8.           Execution in Counterparts.  This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

SECTION 9.           Costs and Expenses.  The Borrower hereby agrees to pay all reasonable costs and expenses associated with the preparation, execution, delivery, administration, and enforcement of this Amendment, including, without limitation, the fees and expenses of the Collateral Trustees’ and the Agent’s counsel and other out-of-pocket expenses related hereto.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

3

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

THE AES CORPORATION,
as Borrower
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Title:
	Address:	0000 Xxxxxx Xxxxxxxxx
		Xxxxxxxxx, XX 00000
	Fax:	(000) 000-0000

4

SUBSIDIARY GUARANTORS:
AES HAWAII MANAGEMENT COMPANY, INC.,
as Subsidiary Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Title:	Treasurer
	Address:	0000 Xxxxxx Xxxx. Xxxxxxxxx, XX 00000
	Fax:	(000) 000-0000
AES NEW YORK FUNDING, L.L.C.,
as Subsidiary Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Title:	Treasurer
	Address:	0000 Xxxxxx Xxxx. Xxxxxxxxx, XX 00000
	Fax:	(000) 000-0000
AES OKLAHOMA HOLDINGS, L.L.C.,
as Subsidiary Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Title:	Treasurer
	Address:	0000 Xxxxxx Xxxx. Xxxxxxxxx, XX 00000
	Fax:	(000) 000-0000
AES WARRIOR RUN FUNDING, L.L.C.,
as Subsidiary Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Title:	Treasurer
	Address:	0000 Xxxxxx Xxxx. Xxxxxxxxx, XX 00000
	Fax:	(000) 000-0000

5

AGENTS:
CITICORP USA, INC.,
as Agent
By:	/s/ Nietsche Rodricks
	Title:	Director
	Address:	000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
		Xxx Xxxx, XX 00000
	Fax:	(000) 000-0000
	Attention:	Nietzsche Rodricks
	Email:	xxxxxxxxxxxxxxx@xxxxxxxxx.xxx
CITIBANK N.A.,
as Collateral Agent
By:	/s/ Nietsche Rodricks
	Title:	Director
	Address:	000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
		Xxx Xxxx, XX 00000
	Fax:	(000) 000-0000
	Attention:	Nietzsche Rodricks

6

ABN AMRO BANK N.V.

as Lender

By:	/S/ Xxxxx Xxxxxxxxx
	Name:	Xxxxx Xxxxxxxxx
	Title:	Director

By:	/S/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Vice President

7

Pinehurst Trading, Inc.

as Lender

By:	/S/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Assistant Vice President

8

Transamerica Life Insurance Company

as Lender

By:	/S/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Vice President

9

By: AllianceBernstein L.P., as Investment Advisor

as Lender

By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Senior Vice President

Account:

Alliance Capital Funding LLC

10

AMMC CLO IV, LIMITED
By:	American Money Management Corp.,
	as Collateral Manager

as Lender

By:	/s/ Xxxxxxx X. Eng
	Name:	Xxxxxxx X. Eng
	Title:	Senior Vice President

11

AMMC CLO VI, LIMITED
By:	American Money Management Corp.,
	as Collateral Manager

as Lender

By:	/S/ Xxxxxxx X. Eng
	Name:	Xxxxxxx X. Eng
	Title:	Senior Vice President

12

Australia and New Zealand Banking Group Limited

as Lender

By:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx
	Title:	Deputy General Manager Head of Operations and Infrastructure

13

Bank of America, N.A.

as Lender

By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Vice President

14

Ballantyne Funding LLC

as Lender

By:	/s/ Xxxxxxx Xxxx
	Name:	Xxxxxxx Xxxx
	Title:	Vice President

15

BlackRock Limited Duration Income Trust

BlackRock Global Floating Rate Income Trust

BlackRock Floating Rate Income Strategies Fund, Inc.

Longhorn CDO (Cayman) LTD

Longhorn CDO III, LTD

Master Senior Floating Rate Trust

as Lender

By:	/s/ XxxXxxxx Xxxxx
	Name:	XxxXxxxx Xxxxx
	Title:	Authorized Signatory

16

INWOOD PARK CDO LTD.

By: Blackstone Debt Advisors L.P.

as Collateral Manager

By:	/s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title:  Authorized Signatory

00

XXXXXXXXX XXXXXX CDO LTD.
By: Blackstone Debt Advisors L.P.
as Collateral Manager

By:	/s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Authorized Signatory

18

LOAN FUNDING VI LLC,
for itself or as agent for Corporate Loan Funding VI LLC

By:	/s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Authorized Signatory

19

MONUMENT PARK CDO LTD.
By: Blackstone Debt Advisors L.P.
as Collateral Manager

By:	/s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Authorized Signatory

00

XXXXX XXXXXX CDO LTD.
By: Blackstone Debt Advisors L.P.
as Collateral Manager

By:	/s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Authorized Signatory

21

BNP PARIBAS
as Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Managing Director

By:	/s/ Xxxxx X’Xxxxx
	Name:	Xxxxx X’Xxxxx
	Title:	Managing Director

22

By: Callidus Debt Partners CLO Fund II, Ltd.

By: Its Collateral Manager,

Callidus Capital Management, LLC

as Lender

By:	/s/ Xxx Xxxxxxxx
	Name:	Xxx Xxxxxxxx
	Title:	Principal

23

By: Callidus Debt Partners CLO Fund III, Ltd.

By: Its Collateral Manager,

Callidus Capital Management, LLC

as Lender

By:	/s/ Xxx Xxxxxxxx
	Name:	Xxx Xxxxxxxx
	Title:	Principal

24

CALYON New York Branch

as Lender

By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Managing Director

CALYON New York Branch

as Lender

By:	/s/ Xxxxx X. Xxxxxxx Xx.
	Name:	Xxxxx X. Xxxxxxx Xx.
	Title:	Director

25

Citicorp USA, Inc.

as Lender

By:	/s/ Nietzsche Rodricks		Nietzsche X. Xxxxxxxx
	Name:	Nietzsche Rodricks	Director
	Title:	Vice President	000 Xxxxxxxxx Xx, 00xx xxxxx
			Xxx Xxxx, XX 00000
			(000) 000-0000

26

CITIBANK, N.A.

as Lender

By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Attorney-In-Fact

00

XXXXXXXXXXX XX, XXX XXXX
AND GRAND CAYMAN BRANCHES

By:	/s/ Xxxxxxxxxxx Xxxxxxxx
	Name:	Xxxxxxxxxxx Xxxxxxxx
	Title:	Vice President

By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Vice President

28

CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
as Lender

By:	/s/ Xxxxx Xxxxxxxx
	Name:	XXXXX XXXXXXXX
	Title:	DIRECTOR

By:	/s/ Morenkeji Xxxxx
	Name:	MORENKEJI XXXXX
	Title:	ASSOCIATE

29

Atrium CDO

as Lender

By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Authorized Signatory

30

Atrium II

as Lender

By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Authorized Signatory

31

CSAM Funding I

as Lender

By:	/s/ Xxxxxx Xxxxxxxx
	Name:	XXXXXX XXXXXXXX
	Title:	AUTHORIZED SIGNATORY

32

CSAM Funding II

as Lender

By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Authorized Signatory

33

CSAM Funding III

as Lender

By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Authorized Signatory

34

First Daninion Funding III

as Lender

By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Authorized Signatory

35

Madison Park Funding II

as Lender

By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Authorized Signatory

36

Madison Park Funding III

as Lender

By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Authorized Signatory

37

Madison Park Funding V

as Lender

By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Authorized Signatory

38

DEUTSCHE BANK TRUST COMPANY AMERICAS
as Lender

By:	/s/ Xxxxxx X. Xxxxxxxxxx
	Name:	Xxxxxx X. Xxxxxxxxxx
	Title:	Director

By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Managing Director

39

Fidelity Advisor Series 1: Fidelity Advisor Floting Rate High Income Fund

as Lender

By:	/s/ Xxxxx X. Xxxxxxxx
	Name:	Xxxxx X. Xxxxxxxx
	Title:	Assistant Treasurer

40

Ballyrock CLO II Limited

By: BALLYROCK Investment Advisors LLC, as Collateral Manager

as Lender

By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Assistant Treasurer

41

XXXXXXX XXXXX

CREDIT PARTNERS, L.P.

as Lender

By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Authorized Signatory

42

MAGMA CDO LTD.

as Lender

By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Director

43

AVALON CAPITAL LTD. 3
By:	INVESCO Senior Secured Management, Inc. As Asset Manager

By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Authorized Signatory

44

BELHURST CLO LTD.
By:	INVESCO Senior Secured Management, Inc. As Collateral Manager

By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Authorized Signatory

45

CHAMPLAIN CLO, LTD.
By:	INVESCO Senior Secured Management, Inc. As Collateral Manager
as Lender

By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Authorized Signatory

46

DIVERSIFIED CREDIT PORTFOLIO LTD.
By:	INVESCO Senior Secured Management, Inc. as Investment Adviser

By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Authorized Signatory

47

KATONAH V, LTD.
By:	INVESCO Senior Secured Management, Inc. As Investment Manager

By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Authorized Signatory

48

NAUTIQUE FUNDING LTD.
By:	INVESCO Senior Secured Management, Inc. As Collateral Manager

By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Authorized Signatory

49

SAGAMORE CLO LTD.
By:	INVESCO Senior Secured Management, Inc. As Collateral Manager

By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Authorized Signatory

50

SARATOGA CLO I, LIMITED
By:	INVESCO Senior Secured Management, Inc. As the Asset Manager

By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Authorized Signatory

51

WASATCH CLO LTD
By:	INVESCO Senior Secured Management, Inc. As Portfolio Manager

By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Authorized Signatory

52

JPMorgan Chase Bank, N.A.
as Lender

By:	/s/ Xxxx Xxxxxxxxx
	Name:	Xxxx Xxxxxxxxx
	Title:	Vice President

53

KDPAM for The Boeing Company Employee Retirement
Plans Master Trust

as Lender

By:	/s/ Xxxxx X. News
	Name:	Xxxxx X. News
	Title:	Sr. Portfolio Manager

54

Re: AES Corporation

KDPAM for Xxxxxxxx Xxxxxx Marital Trust

as Lender

By:	/s/ Xxxxx X. News
	Name:	Xxxxx X. News
	Title:	Sr. Portfolio Manager

55

XXXXXX COMMERCIAL PAPER INC.

as Lender

By:	/s/ Xxxxxxx Beaunfeld
	Name:	Xxxxxxx Beaunfeld
	Title:	Authorized Signatory

56

Apostle Xxxxxx Xxxxxx Credit Opportunities Fund

as Lender

By:	Please See Following Page
	Name:
	Title:

57

APOSTLE XXXXXX XXXXXX CREDIT OPPORTUNITIES FUND, As Lender
For Xxxxxx, Xxxxxx & Company, L.P., the Investment Manager of the Fund
By:	Xxxxxx, Xxxxxx & Company, Incorporated, the General Partner of Xxxxxx, Xxxxxx & Company, L.P.
By:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx
	Title:	Vice President

58

Apostle Xxxxxx Xxxxxx Senior Loan Fund
as Lender
By:	Please See Following Page
	Name:
	Title:

59

APOSTLE XXXXXX XXXXXX SENIOR LOAN FUND, As Lender
By:	Xxxxxx, Xxxxxx & Company, L.P., Its Investment Manager
By:	Xxxxxx, Xxxxxx & Company, Incorporated, Its General Partner
By:	/S/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx
	Title:	Vice President

60

Xxxxxx Xxxxxx Leveraged Senior Loan Fund Ltd.

as Lender

By:	Please See Following Page
	Name:
	Title:

61

XXXXXX XXXXXX LEVERAGED SENIOR LOAN FUND LTD. As Lender
By:	Xxxxxx, Xxxxxx & Company, L.P., Its Investment Manager
By:	Xxxxxx, Xxxxxx & Company, Incorporated, Its General Partner

By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President

62

The Xxxxxx Xxxxxx Senior Loan Fund, LLC

as Lender

By:	Please See Following Page
	Name:
	Title:

63

THE XXXXXX XXXXXX SENIOR LOAN FUND, LLC

By Xxxxxx Xxxxxx and Company, L.P.

its manager

By Xxxxxx Xxxxxx and Company, Inc.

its general partner

/s/ Xxxxx X. Xxxxx
By:	Xxxxx X. Xxxxx
Title:	Vice President

64

The Xxxxxx Xxxxxx Senior Loan Fund II LLC

as Lender

By:	Please See Following Page
	Name:
	Title:

65

THE XXXXXX XXXXXX SENIOR LOAN FUND II LLC

By: Xxxxxx, Xxxxxx & Company, L.P., Its Managing Member

By: Xxxxxx, Xxxxxx & Company, Inc., Its General Partner

/s/ Xxxxx X. Xxxxx
By:	Xxxxx X. Xxxxx
Title:	Vice President

66

Natixis Xxxxxx Xxxxxx Senior Loan Fund

as Lender

By:	Please See Following Page
	Name:
	Title:

67

NATIXIS XXXXXX XXXXXX SENIOR LOAN FUND,
As Lender

By:	Xxxxxx, Xxxxxx and Company, L.P.,
	Its Manager
By:	Xxxxxx, Xxxxxx and Company, Inc.,
	Its General Partner

By:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx
	Title:	Vice President

68

Indosuez Capital Funding VI, LTD
By:	Lyon Capital Management LLC As Collateral Manager

Lyon Capital Management LLC

as Lender

By:	/s/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Portfolio Manager

69

LCM I LIMITED PARTNERSHIP

By:	Lyon Capital Management LLC,
	As Collateral Manager

LYON CAPITAL MANAGEMENT LLC

as Lender

By:	/S/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Portfolio Manager

70

LCM II LIMITED PARTNERSHIP

By:	Lyon Capital Management LLC,
	As Collateral Manager

LYON CAPITAL MANAGEMENT LLC

as Lender

By:	/S/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Portfolio Manager

71

LCM III, Ltd.

By:	Lyon Capital Management LLC,
	As Collateral Manager

LYON CAPITAL MANAGEMENT LLC

as Lender

By:	/S/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Portfolio Manager

72

LCM IV, Ltd.

By:	Lyon Capital Management LLC,
	As Collateral Manager

LYON CAPITAL MANAGEMENT LLC

as Lender

By:	/S/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Portfolio Manager

73

LCM V Ltd.

By:	Lyon Capital Management LLC,
	As Collateral Manager

LYON CAPITAL MANAGEMENT LLC

as Lender

By:	/S/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Portfolio Manager

74

LCM VI, Ltd.

By:	Lyon Capital Management LLC,
	As Collateral Manager

LYON CAPITAL MANAGEMENT LLC

as Lender

By:	/S/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Portfolio Manager

75

XXXXXXX XXXXX CAPITAL CORPORATION

as Lender

By:	/s/ Xxxxx X.X. Xxxxxx
	Name:	Xxxxx X.X. Xxxxxx
	Title:	Vice President

76

Monumental Life Insurance Company

as Lender

By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Vice President

77

XXXXXX XXXXXXX BANK

as Lender

By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Authorized Signatory

78

Flatiron CLO 2007-1 Ltd.

By:	New York Life Investment Management LLC,
	as Collateral Manager and Attorney-In-Fact
as Lender

By:	/s/ F. Xxxxx Xxxxx
	Name:	F. Xxxxx Xxxxx
	Title:	Director

79

MainStay Floating Rate Fund,
a series of Eclipse Funds, Inc.

By:	New York Life Investment Management LLC,
	as Investment Manager
as Lender

By:	/s/ F. Xxxxx Xxxxx
	Name:	F. Xxxxx Xxxxx
	Title:	Director

80

MainStay VP Floating Rate Portfolio,
a series of MainStay VP Series Fund, Inc.

By:  New York Life Investment Management LLC

as Lender

By:	/s/ F. Xxxxx Xxxxx
	Name:	F. Xxxxx Xxxxx
	Title:	Director

81

New York Life Insurance and Annuity Corporation

By:	New York Life Investment Management LLC,
	Its Investment Manager
as Lender

By:	/s/ F. Xxxxx Xxxxx
	Name:	F. Xxxxx Xxxxx
	Title:	Director

82

NYLIM Flatiron CLO 2003-1 Ltd.

By:	New York Life Investment Management LLC,
	as Collateral Manager and Attorney-In-Fact
as Lender

By:	/s/ F. Xxxxx Xxxxx
	Name:	F. Xxxxx Xxxxx
	Title:	Director

83

NYLIM Flatiron CLO 2003-1 Ltd.

By:	New York Life Investment Management LLC,
	as Collateral Manager and Attorney-In-Fact
as Lender

By:	/s/ F. Xxxxx Xxxxx
	Name:	F. Xxxxx Xxxxx
	Title:	Director

84

NYLIM Flatiron CLO 2005-1 Ltd.

By:	New York Life Investment Management LLC,
	as Collateral Manager and Attorney-In-Fact
as Lender

By:	/s/ F. Xxxxx Xxxxx
	Name:	F. Xxxxx Xxxxx
	Title:	Director

85

By: Mitsubishi UFJ Trust & Banking Corporation as Trustee

By: Nomura Corporate Research & Asset Management Inc.

Attorney In Fact

Nomura Bond & Loan Fund

as Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Managing Director

86

Nomura Corporate Research
and Asset Management Inc.
as
Collateral Manager

Clydesdale CLO 2003 Ltd.

as Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Managing Director

87

Nomura Corporate Research
and Asset Management Inc.
as
Investment Manager

Clydesdale CLO 2005, Ltd.

as Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Managing Director

88

Nomura Corporate Research
and Asset Management Inc.
as
Investment Manager

Clydesdale CLO 2007, Ltd.

as Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Managing Director

89

Nomura Corporate Research
and Asset Management Inc.
as
Investment Manager

NCRAM Loan Trust

as Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Managing Director

90

Nomura Corporate Research
and Asset Management Inc.
as
Investment Manager

NCRAM Senior Loan Trust 2005

as Lender

By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Managing Director

91

Addison CDO, Limited
By:	Pacific Investment Management Company LLC, as its Investment Advisor

By:	/s/ Xxxxxx Y. D. Xxx
	Xxxxxx Y. D. Xxx
	Senior Vice President

92

American Scandia Trust High Yield Portfolio
By:	Pacific Investment Management Company LLC, as its Investment Advisor

By:	/s/ Xxxxxx Y. D. Xxx
	Xxxxxx Y. D. Xxx
	Senior Vice President

93

DELANO Company
By:	Pacific Investment Management Company LLC, as its Investment Advisor

By:	/s/ Xxxxxx Y. D. Xxx
	Xxxxxx Y. D. Xxx
	Senior Vice President

94

Fairway Loan Funding Company
By:	Pacific Investment Management Company LLC, as its Investment Advisor

By:	/s/ Xxxxxx Y. D. Xxx
	Xxxxxx Y. D. Xxx
	Senior Vice President

95

Loan Funding III LLC
By:	Pacific Investment Management Company LLC, as its Investment Advisor

By:	/s/ Xxxxxx Y. D. Xxx
	Xxxxxx Y. D. Xxx
	Senior Vice President

96

Mayport CLO Ltd.
By:	Pacific Investment Management Company LLC, as its Investment Advisor

By:	/s/ Xxxxxx Y. D. Xxx
	Xxxxxx Y. D. Xxx
	Senior Vice President

97

Met Investors Series Trust PIMCO Total Return Portfolio
By:	Pacific Investment Management Company LLC, as its Investment Advisor

By:	/s/ Xxxxxx Y. D. Xxx
	Xxxxxx Y. D. Xxx
	Senior Vice President

98

Pacific Select Managed Bond Fund
By:	Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO

By:	/s/ Xxxxxx Y. D. Xxx
	Xxxxxx Y. D. Xxx
	Senior Vice President

99

PVIT High Yield Bond Portfolio
By:	Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO

By:	/s/ Xxxxxx Y. D. Xxx
	Xxxxxx Y. D. Xxx
	Senior Vice President

100

PIMCO GIS High Yield Bond Fund
By:	Pacific Investment Management Company LLC, as its Investment Advisor

By:	/s/ Xxxxxx Y. D. Xxx
	Xxxxxx Y. D. Xxx
	Senior Vice President

101

PIMCO High Yield Fund
By:	Pacific Investment Management Company LLC, as its Investment Advisor for the PMICO High Yield Fund, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO

By:	/s/ Xxxxxx Y. D. Xxx
	Xxxxxx Y. D. Xxx
	Senior Vice President

102

PIMCO Floating Income Fund
By:	Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO

By:	/s/ Xxxxxx Y. D. Xxx
	Xxxxxx Y. D. Xxx
	Senior Vice President

103

PIMCO Corporate Opportunity Fund
By:	Pacific Investment Management Company LLC, as its Investment Advisor

By:	/s/ Xxxxxx Y. D. Xxx
	Xxxxxx Y. D. Xxx
	Senior Vice President

104

PIMCO Floating Rate Income Fund
By:	Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO

By:	/s/ Xxxxxx Y. D. Xxx
	Xxxxxx Y. D. Xxx
	Senior Vice President

105

PIMCO Floating Rate Strategy Fund
By:	Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO

By:	/s/ Xxxxxx Y. D. Xxx
	Xxxxxx Y. D. Xxx
	Senior Vice President

106

PIMCO Cayman Global High Income Fund
By:	Pacific Investment Management Company, as its Investment Advisor

By:	/s/ Xxxxxx Y. D. Xxx
	Xxxxxx Y. D. Xxx
	Senior Vice President

107

PIMCO Corporate Income Fund
By:	Pacific Investment Management Company LLC, as its Investment Advisor

By:	/s/ Xxxxxx Y. D. Xxx
	Xxxxxx Y. D. Xxx
	Senior Vice President

108

PIMCO Global High Yield Strategy Fund
By:	Pacific Investment Management Company LLC, as its Investment Advisor

By:	/s/ Xxxxxx Y. D. Xxx
	Xxxxxx Y. D. Xxx
	Senior Vice President

109

Southport CLO, Limited
By:	Pacific Investment Management Company LLC, as its Investment Advisor

By:	/s/ Xxxxxx Y. D. Xxx
	Xxxxxx Y. D. Xxx
	Senior Vice President

110

Waveland – INGOTS, LTD.
By:	Pacific Investment Management Company LLC, as its Investment Advisor

By:	/s/ Xxxxxx Y. D. Xxx
	Xxxxxx Y. D. Xxx
	Senior Vice President

111

XXXXXX V-LEVERAGED LOAN CDO 2003
as Lender

Prudential Investment Management, Inc., as Collateral Manager

By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Vice President

112

Loan Funding V. LLC

as Lender

Prudential Investment Management, Inc., as Portfolio Manager

By:	/S/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Vice President

113

XXXXXX VII - LEVERAGED LOAN CDO 2004

as Lender

Prudential Investment Management, Inc., as Collateral Manager

By:	/S/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Vice President

114

Xxxxxx XVI - Leveraged Loan CDO 2006

as Lender

Prudential Investment Management, Inc., as Collateral Manager

By:	/S/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Vice President

115

Ameriprise Certificate Company

as Lender

By:	/S/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Assistant Vice President

116

RiverSource Life Insurance

Company

as Lender

By:	/S/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Assistant Vice President

117

RiverSource Bond Series, Inc.
RiverSource Floating Rate Fund

as Lender

By:	/S/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Assistant Vice President

118

Ameriprise Financial, Inc.

as Lender

By:	/S/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Assistant Vice President

119

Centurion CDO VI, Ltd.

By: RiverSource Investments,

LLC as Collateral Manager

as Lender

By:	/S/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Director of Operations

120

Centurion CDO VII, Ltd.

By: RiverSource Investments,

LLC as Collateral Manager

as Lender

By:	/S/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Director of Operations

121

Centurion CDO 8, Limited
By: RiverSource Investments,
LLC as Collateral Manager

as Lender

By:	/S/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Director of Operations

122

Centurion CDO 9, Ltd.
By: RiverSource Investments,
LLC as Collateral Manager

as Lender

By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Director of Operations

123

Cent CDO 10, Ltd.
By: RiverSource Investments,
LLC as Collateral Manager

as Lender

By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Director of Operations

124

Cent CDO XI, Limited
By: RiverSource Investments,
LLC as Collateral Manager

as Lender

By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Director of Operations

125

Cent CDO 12 Limited
By: RiverSource Investments,
LLC as Collateral Manager

as Lender

By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Director of Operations

126

Cent CDO 14 Limited
By: RiverSource Investments,
LLC as Collateral Manager

as Lender

By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Director of Operations

127

Sequils Centurion V, Ltd.
By RiverSource Investments,
LLC as Collateral Manager

as Lender

By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Director of Operations

000

Xxxxxxx Xxxxxxxx

as Lender

By:	/s/ Xxx Xxxx
	Name:	Xxx Xxxx
	Title:	Vice President

129

Xxxxxxxxx Amage CLO Ltd.
By: Xxxxxxxxx Capital Partners, LLC
as its Collateral Manager

as Lender

By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	Managing Director

130

Xxxxxxxxx/RMF Transatlantic CDO Ltd.

By: Xxxxxxxxx Capital Partners LLC
      as its Collateral Manager

as Lender

By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	Managing Director

131

X. Xxxx Price

Institutional Floating Rate Fund

as Lender

By:	/s/ Xxxxxx Xxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxx
	Title:	Portfolio Manager

132

UBS AG, Stamford Branch

as Lender

By:	/s/ Xxxxxxx Xxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxx
	Title:	Director Banking Products Services, US

By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Associate Director Banking Product Services, US

133

Union Bank of California, N.A.

as Lender

By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Vice President

134

ANNEX A