FIRST CONSENT, WAIVER AND AMENDMENT

Exhibit 10.1.1.2

EXECUTION DRAFT

FIRST CONSENT, WAIVER AND AMENDMENT, dated as of May 3, 2006 (this “Amendment”), to and under the Amended and Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among (i) CALPINE CORPORATION (the “Borrower”), (ii) the subsidiaries of the Borrower named therein (the “Guarantors”), (iii) CREDIT SUISSE SECURITIES (USA) LLC and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as joint syndication agents (in such capacities, collectively, the “Syndication Agents”), (iv) DEUTSCHE BANK TRUST COMPANY AMERICAS (“DB”), as administrative agent for the First Priority Lenders hereunder (in such capacity and including any successors, the “First Priority Agent”), (v) GENERAL ELECTRIC CAPITAL CORPORATION (including its successors, “GE Capital”), as Sub-Agent for the Revolving Lenders hereunder (in such capacity and including any successors, the “Sub-Agent”), (vi) CREDIT SUISSE (“CS”), as administrative agent for the Second Priority Term Lenders hereunder (in such capacity and including any successors, the “Second Priority Agent”), (vii) LANDESBANK HESSEN THÜRINGEN GIROZENTRALE, NEW YORK BRANCH, GE CAPITAL and HSH NORDBANK AG, NEW YORK BRANCH, as joint documentation agents for the First Priority Lenders hereunder, and BAYERISCHE LANDESBANK, GE CAPITAL and UNION BANK OF CALIFORNIA, N.A., as joint documentation agents for the Second Priority Lenders hereunder (in such capacities and including any successors, collectively, the “Documentation Agents”), and (viii) each of the financial institutions from time to time party hereto (collectively, the “Lenders”).

W I T N E S S E T H :

WHEREAS, the Borrower, the Lenders and the Agents are parties to the Credit Agreement;

WHEREAS, the Borrower has informed the Administrative Agents that an Event of Default will occur and be continuing as of May 1, 2006, by reason of the Borrower’s failure to deliver audited financial statements in accordance with the terms of the Credit Agreement;

WHEREAS, the Borrower has requested that the Administrative Agents and the Lenders waive such Event of Default;

WHEREAS, the Borrower has requested that the Lenders consent to the use of proceeds of the Loans to make certain payments of pre-petition Indebtedness;

WHEREAS, the Borrower has further requested that the Lenders agree to amend certain provisions of the Credit Agreement as set forth below; and

WHEREAS, the Lenders have agreed to such requested waiver, consent and amendments, but only upon the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, and for other valuable consideration the receipt of which is hereby acknowledged, the Borrower, the Lenders and the Administrative Agents hereby agree as follows:

SECTION 1. DEFINITIONS. Unless otherwise defined herein, capitalized terms are used herein as defined in the Credit Agreement. As used in this Agreement, the following terms shall have the meanings specified below:

“Approval Order” shall mean the final, non-appealable order or orders of the Bankruptcy Court, in each case, in form and substance reasonably acceptable to the Administrative Agents, approving the First Lien Repayment and specifically approving the use of proceeds of Loans under the Credit Agreement to effect the First Lien Repayment.

“First Lien Notes”: the $785 million of 9.625% First Priority Senior Secured Notes due 2014 and issued by the Borrower on September 30, 2004.

“First Lien Repayment”: the payment, in one or more payments, by the Borrower, in accordance with the terms of the Approval Order, of $646.11 million of principal outstanding under, and all other amounts payable in connection with, the First Lien Notes and allowed by the Approval Order.

SECTION 2. CONSENT. Effective upon entry by the Bankruptcy Court on the docket in the Cases of the Approval Order and provided that no Event of Default has occurred and is continuing at the time of the First Lien Repayment, the Lenders hereby consent to the First Lien Repayment and to the use of proceeds of Loans under the Credit Agreement to effect the First Lien Repayment approved pursuant to the Approval Order.

SECTION 3. WAIVERS.

3.1 The Lenders hereby waive any Default or Event of Default, together with any default interest accruing pursuant to Section 2.12(c) of the Credit Agreement, in each case arising solely by reason of the failure of the Borrower to comply with Section 5.1(a) of the Credit Agreement with respect to the delivery to the Administrative Agents and the Lenders, for the fiscal year ending December 31, 2005, of a copy of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of operations, stockholders’ equity and of cash flows for such year, setting forth in each case in comparative form the corresponding consolidated and consolidating figures for the preceding fiscal year, reported on without qualification arising out of the scope of the audit, by PricewaterhouseCoopers or another independent certified public accountants of nationally recognized standing, provided that, such waiver will expire on May 15, 2006 if the Borrower has not delivered the information required by Section 5.1(a) (as amended by this Amendment) for such fiscal year to the Administrative Agents and the Lenders by such date, in which case an Event of Default will be deemed to occur on such date and to be continuing thereafter, and provided further that, the Administrative Agents may, in their reasonable discretion, extend such May 15, 2006 date to May 31, 2006.

3.2 The Lenders hereby waive the Default(s) or Event(s) of Default (if any), together with any default interest accruing pursuant to Section 2.12(c) of the Credit Agreement (if any) arising from (i) the failure to have included Calpine Geysers Company, L.P. (“CGCLP”) as a Debtor in the Cases, to have pledged the equity interests in CGCLP and to have granted security interests in the assets of CGCLP as Collateral, or to have caused CGCLP to have become a Guarantor or (ii) from any misstatement, misrepresentation or breach of warranty as a result thereof, in connection therewith or attributable thereto (including without limitation through or as a result of the omission of references to CGCLP or its equity interest or assets, or its existence or status as a Subsidiary in the Credit Agreement, any other Loan Documents or any schedules or exhibits to any Loan Document or any deliveries made pursuant thereto), provided that, such waiver will expire on May 15, 2006, if a petition to cause CGCLP to become a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code has not been filed in the Bankruptcy Court by such date.

SECTION 4. AMENDMENTS.

4.1 Amendments to Section 1.1.

(a) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Closing Date” and inserting in lieu thereof the following new definition:

““Closing Date”: February 23, 2006.”.

(b) Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Projections” and inserting in lieu thereof the following new definition:

““Projections”: the detailed consolidated budget for the 2006 and 2007 fiscal years of the Borrower and its Subsidiaries (including the consolidated statements of projected cash flow and projected income and a description of the underlying assumptions applicable thereto) delivered to the Administrative Agents pursuant to Section 4.1(f) of the Existing Credit Agreement.”.

4.2 Amendments to Section 5.1.

(a) Section 5.1(a) of the Credit Agreement is hereby amended by deleting the Section and inserting in lieu thereof the following new Section:

“as soon as available and in any event within 105 days after the fiscal year ending December 31, 2005 and ninety (90) days after the end of each fiscal year thereafter, (i) a copy of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of operations, stockholders’ equity and of cash flows for such year, and (ii) a copy of the unaudited consolidated balance sheet of Geysers Power Company, LLC and Silverado Geothermal Resources, Inc., as at the end of such year and the related unaudited consolidated statements of operations, stockholders’ equity and of cash flows for such year, and in the case of clause (i), setting forth in comparative form the corresponding consolidated figures for the preceding fiscal year, reported on without qualification arising out of the scope of the audit, by

PricewaterhouseCoopers or another independent certified public accountants of nationally recognized standing;”

(b) Section 5.1(b) of the Credit Agreement is hereby amended by deleting the Section and inserting in lieu thereof the following new Section:

“as soon as available and in any event within (i) seventy five (75) days after the fiscal quarter ending Xxxxx 00, 0000, (xx) sixty (60) days after the fiscal quarter ending June 30, 2006 and (iii) forty-five (45) days after the end of (A) the fiscal quarter ending on September 30, 2006 and (B) each of the first three quarterly fiscal periods of each fiscal year thereafter, (x) a copy of the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding periods in the preceding fiscal year, accompanied by a certificate of a Responsible Officer, which certificate shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial condition and results of operations of the Borrower and its consolidated Subsidiaries, in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments and the absence of footnotes), and (y) a copy of the unaudited consolidated balance sheet of Geysers Power Company, LLC and Silverado Geothermal Resources, Inc., as at the end of such quarter and the related unaudited consolidated statements of income and cash flows for such quarter and the portion of the fiscal year through the end of such quarter, provided that, the seventy-five (75) day period for the fiscal quarter ending March 31, 2006 may be extended to ninety (90) days by the Administrative Agents acting in their reasonable discretion ;”

(c) Section 5.1(c)(ii) of the Credit Agreement is hereby amended by deleting the Section and inserting in lieu thereof the following new Section:

“not later than (i) March 10, 2006 as to the fiscal month ending December 31, 2005, (ii) forty-five (45) days after the fiscal month ending on each of January 31, 2006, February 28, 2006, March 31, 2006, April 30, 2006, May 31, 2006 and June 30, 2006 and (iii) thirty (30) days after the end of each month thereafter, (A) the unaudited consolidated balance sheet and the unaudited consolidated statement of income of the Borrower and its consolidated Subsidiaries for such fiscal month, together with a comparison to the Projections for the period through the end of such month, and (B) a copy of the unaudited consolidated balance sheet of Geysers Power Company, LLC and Silverado Geothermal Resources, Inc., as at the end of such fiscal month and the related unaudited consolidated statements of income for such fiscal month, together (in the case of clause (A)) with a comparison to the Projections for the period through the end of such month, in each case certified by a Responsible Officer as being fairly stated in all material respects (subject to normal quarter-end and year-end audit adjustments and the absence of footnotes), provided that, the forty-five (45) day period for the fiscal month ending March 31, 2006 may be extended to sixty days (60) by the Administrative Agents acting in their reasonable discretion;”

(d) Section 5.1(d) of the Credit Agreement is hereby amended by deleting the phrase “Global Entities” where it appears therein and inserting in lieu thereof the words “Borrower and its Subsidiaries (other than Foreign Subsidiaries)”.

(e) Section 5.1(e) of the Credit Agreement is hereby amended by deleting the Section and inserting in lieu thereof the following new Section:

“no later than Wednesday of each week, a comparison of (i) actual net cash flows of the Borrower and its Subsidiaries (other than Foreign Subsidiaries) for the week most recently ended against (ii) projected net cash flows of the Borrower and its Subsidiaries (other than Foreign Subsidiaries) for such week most recently delivered pursuant to paragraph (d) above, in form and substance satisfactory to the Administrative Agents (including a detailed explanation of any material variances) certified by a Responsible Officer as being fairly stated in all material respects;”

4.3 Amendment to Section 5.13. Section 5.13 of the Credit Agreement is hereby amended by deleting the Section and inserting in lieu thereof the following new Section:

“(a) Within 90 days of the Closing Date, deliver to the Administrative Agents evidence of the actions specified as items 2, 6, and 7 on Schedule 5.13, and (b) by November 1, 2006, deliver to the Administrative Agents evidence of the actions specified as items 1, 3, 4, and 5 on Schedule 5.13, provided that, such November 1, 2006 date may be extended, or the obligation to deliver such evidence waived, by the Administrative Agents acting in their reasonable discretion and in each case upon terms and conditions reasonably satisfactory to the Administrative Agents.”

4.4 Amendment to Section 6.20. Section 6.20 of the Credit Agreement is hereby amended by inserting the phrase “or such other accounts as are reasonably acceptable to the Collateral Agent, in each case”, immediately after the phrase “Concentration Account” where it appears in the second sentence of the Section.

4.5 Amendments to Section 11.6.

(a) Section 11.6(c)(iii) of the Credit Agreement is hereby amended by deleting the Section and inserting in lieu thereof the following new Section:

“(iii) unless such sale is to another Lender, Related Fund or Affiliate of any Lender, or involves less than all of the transferor Lender’s rights and obligations under this Agreement, (A) the amount of the rights and obligations so sold shall, unless otherwise agreed to in writing by the applicable Administrative Agent, not be less than $1,000,000 and (B) after giving effect to such assignment, the Commitment of each of the transferor Lender and the transferee Lender shall be at least $1,000,000, or such lesser amount agreed to by the applicable Administrative Agent,”.

(b) Section 11.6(c) of the Credit Agreement is hereby amended by inserting immediately after the phrase “and the Swingline Lender shall be required” where it appears in Section 11.6(c)(iv), the following:

“and (v) and in any case, the sale is not to an entity which is restricted from making future advances under a revolving credit facility if the sale is under the Revolving Facility or in any case, to an entity that has filed for relief under the Bankruptcy Code or that is a financially distressed company”.

4.6 Amendment to Schedule 6.7A. Schedule 6.7A of the Credit Agreement is hereby amended by deleting the words “Insurance Captive” where they appear therein and inserting in lieu thereof the words “Insurance – Captive/External”.

SECTION 5. CONDITIONS PRECEDENT.

5.1 Effective Date. This Amendment shall become effective as of the date first set forth above (the “Amendment Effective Date”) following the date on which all of the following conditions have been satisfied or waived:

(a) Execution and Delivery. The Administrative Agents shall have received counterparts of this Amendment duly executed by (A) the Borrower and the Guarantors and (B) the Required Lenders;

(b) Amendment Fee. The Administrative Agents shall have received (i) payment, for distribution to each Lender that has signed and delivered this Agreement to the Administrative Agents by not later than 3:00 p.m. (New York City time) on May 3, 2006 (or such later time or date as agreed by the Borrower and the Administrative Agents), an amendment fee equal to 0.05% of the Aggregate Outstandings of such Lender then in effect.

(c) Fees and Expenses. The Administrative Agents shall have received all fees and accrued expenses of the Administrative Agents (including invoiced fees and expenses of legal counsel to the Administrative Agents) required to be paid by the Borrower pursuant to Section 11.5; and

(d) No Default. After giving effect to this Amendment, there shall be no Default or Event of Default.

SECTION 5. GENERAL.

5.1 Representations and Warranties. In order to induce the Administrative Agents and the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agents and the Lenders that after giving effect to this Amendment, the representations and warranties of the Borrower contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment Effective Date (after giving effect hereto) as if made on and as of the Amendment Effective Date (except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date); provided that all references to the “Credit Agreement” in any Loan Document shall be and are deemed to mean the Credit Agreement as amended hereby.

5.2 Loan Document. This Amendment constitutes a Loan Document.

5.2 GOVERNING LAW. THIS AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO THIS AMENDMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE.

5.3 Counterparts. This Amendment may be executed by the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

5.4 Consent of Guarantors. Each of the Guarantors hereby consents to the modifications to the Credit Agreement contemplated hereby.

5.5 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Borrower and the Guarantors and each of their respective successors and assigns, and upon the Administrative Agents and the Lenders and their successors and assigns. The execution and delivery of this Amendment by any Lender prior to the Amendment Effective Date shall be binding upon its successors and assigns and shall be effective as to any loans or commitments assigned to it after such execution and delivery.

5.6 Limited Effect. Except as expressly modified by this Amendment, the Credit Agreement and the other Loan Documents are ratified and confirmed and are, and shall continue to be, in full force and effect in accordance with their respective terms. Each Loan Party acknowledges and agrees that such Loan Party is truly and justly indebted to the Lenders and the Administrative Agents for the Obligations, without defense, counterclaim or offset of any kind, and such Loan Party ratifies and reaffirms the validity, enforceability and binding nature of such Obligations. The Borrower acknowledges and agrees that nothing in this Amendment shall constitute an indication of the Lenders’ willingness to consent to any other amendment or waiver of any other provision of the Credit Agreement or a waiver of any Default or Event of Default not referenced in Section 3 hereof or for any other time period.

5.7 Headings. Section headings used in this Amendment are for convenience of reference only, are not part of this Amendment and are not to affect the constructions of, or to be taken into consideration in interpreting, this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and the year first written.


BORROWER: CALPINE CORPORATION
By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:


		GUARANTORS:
		XXXXXX ENERGY CENTER, LP
		ANACAPA LAND COMPANY, LLC
		XXXXXXXX SPRINGS ENERGY COMPANY
		ANDROSCOGGIN ENERGY, INC.
		AUBURNDALE PEAKER ENERGY CENTER, LLC
		AUGUSTA DEVELOPMENT COMPANY, LLC
		AVIATION FUNDING CORP.
		BAYTOWN ENERGY CENTER, LP
		BAYTOWN POWER GP, LLC
		BAYTOWN POWER, LP
		BELLINGHAM COGEN, INC.
		BETHPAGE FUEL MANAGEMENT INC.
		BLUE HERON ENERGY CENTER, LLC
		BLUE SPRUCE HOLDINGS, LLC
		BROAD RIVER ENERGY LLC
		BROAD RIVER HOLDINGS, LLC
		CALGEN EQUIPMENT FINANCE COMPANY, LLC
		CALGEN EQUIPMENT FINANCE HOLDINGS, LLC
		CALGEN EXPANSION COMPANY, LLC
		CALGEN FINANCE CORPORATION
		CALGEN PROJECT EQUIPMENT FINANCE COMPANY ONE, LLC
		CALGEN PROJECT EQUIPMENT FINANCE COMPANY THREE, LLC
		CALGEN PROJECT EQUIPMENT FINANCE COMPANY TWO, LLC
		CALPINE ACADIA HOLDINGS, LLC
		CALPINE ADMINISTRATIVE SERVICES COMPANY, INC.
		CALPINE AGNEWS, INC.
		CALPINE XXXXXX ENERGY CENTER GP, LLC
		CALPINE XXXXXX ENERGY CENTER LP, LLC
		CALPINE AUBURNDALE HOLDINGS, LLC
		CALPINE BAYTOWN ENERGY CENTER GP, LLC


		GUARANTORS:
		CALPINE BAYTOWN ENERGY CENTER LP, LLC
		CALPINE BETHPAGE 3 PIPELINE CONSTRUCTION COMPANY, INC.
		CALPINE BETHPAGE 3, LLC
		CALPINE C*POWER, INC.
		CALPINE CALGEN HOLDINGS, INC.
		CALPINE CALIFORNIA DEVELOPMENT COMPANY, LLC
		CALPINE CALIFORNIA ENERGY FINANCE, LLC
		CALPINE CALIFORNIA EQUIPMENT FINANCE COMPANY, LLC
		CALPINE CALISTOGA HOLDINGS, LLC
		CALPINE CENTRAL TEXAS GP, INC.
		CALPINE CENTRAL, INC.
		CALPINE CENTRAL, L.P.
		CALPINE CENTRAL-TEXAS, INC.
		CALPINE CHANNEL ENERGY CENTER GP, LLC
		CALPINE CHANNEL ENERGY CENTER LP, LLC
		CALPINE CLEAR LAKE ENERGY GP, LLC
		CALPINE CLEAR LAKE ENERGY, LP
		CALPINE COGENERATION CORPORATION
		CALPINE CONSTRUCTION MANAGEMENT COMPANY, INC.
		CALPINE CORPUS CHRISTI ENERGY GP, LLC
		CALPINE CORPUS CHRISTI ENERGY, LP
		CALPINE DECATUR PIPELINE, INC.
		CALPINE DECATUR PIPELINE, L.P.
		CALPINE DIGHTON, INC.
		CALPINE EAST FUELS, INC.
		CALPINE EASTERN CORPORATION
		CALPINE ENERGY SERVICES HOLDINGS, INC.
		CALPINE ENERGY SERVICES, LP
		CALPINE FINANCE COMPANY
		CALPINE FREESTONE ENERGY GP, LLC
		CALPINE FREESTONE ENERGY, LP


		GUARANTORS:
		CALPINE FREESTONE, LLC
		CALPINE FUELS CORPORATION
		CALPINE GAS HOLDINGS, LLC
		CALPINE GENERATING COMPANY, LLC
		CALPINE GEYSERS COMPANY, L.P.
		CALPINE GILROY 1, INC.
		CALPINE GILROY 2, INC.
		CALPINE GILROY COGEN, L.P.
		CALPINE GLOBAL SERVICES COMPANY, INC.
		CALPIRIE GORDONSVILLE GP HOLDINGS, LLC
		CALPINE GORDONSVILLE LP HOLDINGS, LLC
		CALPINE GORDONSVILLE, LLC
		CALPINE XXXXXXXXX HOLDINGS, INC.
		CALPINE XXXXXXXXX, INC.
		CALPINE XXXXXXX DESIGN, L.P.
		CALPINE XXXXXXX ENERGY CENTER, L.P.
		CALPINE XXXXXXX HOLDINGS, INC.
		CALIPNE XXXXXXX POWER GP, LLC
		CALPINE XXXXXXX POWER, LP
		CALPINE XXXXXXX, INC.
		CALPINE INTERNATIONAL HOLDINGS, INC.
		CALPINE INTERNATIONAL, LLC
		CALPINE INVESTMENT HOLDINGS, LLC
		CALPINE XXXXXXX AIRPORT, INC.
		CALPINE XXXXXXX OPERATORS INC.
		CALPINE KIA, INC.
		CALPINE LEASING INC.
		CALPINE LONG ISLAND, INC.
		CATPTNE LOST PINES OPERATIONS, INC.
		CALPINC LOUISIANA PIPELINE COMPANY
		CALPINE MAGIC VALLEY PIPELINE, INC.
		CALPINE MONTEREY COGENERATION, INC.
		CALPINE MVP, INC.


		GUARANTORS:
		CALPINE NCTP GP, LLC
		CALPINE NCTP, LP
		CALPINE NORTHBROOK CORPORATION OF MAINE, INC.
		CALPINE NORTHBROOK ENERGY HOLDING, LLC
		CALPINE NORTHBROOK ENERGY, LLC
		CALPINE NORTHBROOK HOLDINGS CORPORATION
		CALPINE NORTHBROOK INVESTORS, LLC
		CALPINE NORTHBROOK PROJECT HOLDINGS, LLC
		CALPINE NORTHBROOK SERVICES, LLC
		CALPINE NORTHBROOK SOUTHCOAST INVESTORS, LLC
		CALPINE NTC, LP
		CALPINE XXXXX POWER I, LLC
		CALPINE XXXXX POWER II LLC
		CALPINE XXXXX POWER, L.P.
		CALPINE OPERATING SERVICES COMPANY, INC.
		CALPINE OPERATIONS MANAGEMENT COMPANY, INC.
		CALPINE PASTORIA HOLDINGS, LLC
		CALPINE PHILADELPHIA, INC.
		CALPINE PITTSBURG, LLC
		CALPINE POWER COMPANY
		CALPINE POWER EQUIPMENT LP
		CALPINE POWER MANAGEMENT, INC.
		CALPINE POWER MANAGEMENT, LP
		CALPINE POWER SERVICES, INC
		CALPINE POWER, INC.
		CALPINE POWERAMERICA, INC.
		CALPINE POWERAMERICA — CA, LLC
		CALPINE POWERAMERICA — CT, LLC
		CALPINE POWERAMERICA — MA, LLC
		CALPINE POWERAMERICA — ME, LLC
		CALPINE POWERAMERICA — NH, LLC
		CALPINE POWERAMERICA — NY, LLC
		CALPINE POWERAMERICA — OR, LLC
		CALPINE POWERAMERICA, LP
		CALPINE PRODUCER SERVICES, L.P.


		GUARANTORS:
		CALPINE PROJECT HOLDINGS, INC.
		CALPINE XXXXX, INC.
		CALPINE RUMFORD I, INC.
		CALPINE RUMFORD, INC.
		CALPINE SCHUYLKILL, INC.
		CALPINE SISKIYOU GEOTHERMAL PARTNERS, L.P.
		CALPINE SONORAN PIPELINE LLC
		CALPINE STONY BROOK, INC.
		CALPINE STONY BROOK OPERATORS, INC.
		CALPINE STONY BROOK POWER MARKETING, LLC
		CALPINE SUMAS, INC.
		CALPINE TCCL HOLDINGS, INC.
		CALPINE TEXAS PIPELINE GP, INC.
		CALPINE TEXAS PIPELINE LP, INC.
		CALPINE TEXAS PIPELINE, L.P.
		CALPINE TIVERTON 1, INC.
		CALPINE TIVERTON, INC.
		CALPINE ULC I HOLDING, LLC
		CALPINE UNIVERSITY POWER, INC.
		CALPINE UNRESTRICTED FUNDING, LLC
		CALPINE UNRESTRICTED HOLDINGS, LLC
		CALPINE VAPOR, INC.
		XXXXXXXX ENERGY LLC
		CCFC DEVELOPMENT COMPANY, LLC
		CCFC EQUIPMENT FINANCE COMPANY, LLC
		CCFC PROJECT EQUIPMENT FINANCE COMPANY ONE, LLC
		CES GP, LLC
		CGC DIGHTON, LLC
		CHANNEL ENERGY CENTER, LP
		CHANNEL POWER GP, LLC
		CHANNEL POWER, LP
		CLEAR LAKE COGENERATION LIMITED PARTNERSHIP
		COGENAMERICA ASIA INC.
		COGENAMERICA XXXXXX SUPPLY CORP.
		COLUMBIA ENERGY LLC
		CORPUS CHRISTI COGENERATION


		GUARANTORS:
		L.P.
		CPN 3RD TURBINE, INC.
		CPN ACADIA, INC.
		CPN BERKS GENERATION, INC,
		CPN BERKS, LLC
		CPN BETHPAGE 3RD TURBINE, INC.
		CPN CASCADE, INC.
		CPN CLEAR LAKE, INC.
		CPN DECATUR PIPELINE, INC.
		CPN ENERGY SERVICES GP, INC.
		CPN ENERGY SERVICES LP, INC.
		CPN FREESTONE, LLC
		CPN FUNDING, INC.
		CPN XXXXXX, INC.
		CPN OXFORD, INC.
		CPN PIPELINE COMPANY
		CPN PLEASANT HILL OPERATING, LLC
		CPN PLEASANT HILL, LLC
		CPN POWER SERVICES GP, LLC
		CPN XXXXX FUNDING CORPORATION
		CPN TELEPHONE FLAT, INC.
		DECATUR ENERGY CENTER, LLC
		DEER PARK POWER GP, LLC
		DEER PARK POWER, LP
		DELTA ENERGY CENTER, LLC
		DIGHTON POWER ASSOCIATES LIMITED PARTNERSHIP
		EAST ALTAMONT ENERGY CENTER, LLC
		FOND DU LAC ENERGY CENTER, LLC
		FONTANA ENERGY CENTER, LLC
		FREESTONE POWER GENERATION, XX
		XXXXXXXXX POWER GENERATION, LP
		GEC BETHPAGE INC.
		GEOTHERMAL ENERGY PARTNERS LLC
		GEYSERS POWER COMPANY II, LLC
		GEYSERS POWER COMPANY, LLC
		GEYSERS POWER I COMPANY
		GOLDENDALE ENERGY CENTER, LLC
		XXXXXXX ENERGY LLC
		HILLABEE ENERGY CENTER, LLC
		IDELWILD FUEL MANAGEMENT CORP.


		GUARANTORS:
		JMC BETHPAGE, INC.
		KIAC PARTNERS
		LAKE WALES ENERGY CENTER, LLC
		XXXXXXXX ENERGY CENTER, LLC
		LONE OAK ENERGY CENTER, LLC
		LOS ESTEROS CRITICAL ENERGY FACILITY, LLC
		LOS MEDANOS ENERGY CENTER LLC
		MAGIC VALLEY GAS PIPELINE GP, LLC
		MAGIC VALLEY GAS PIPELINE, LP
		MAGIC VALLEY PIPELINE, L.P.
		MEP PLEASANT HILL, LLC
		MOAPA ENERGY CENTER, LLC
		MOBILE ENERGY LLC
		MODOC POWER, INC.
		XXXXXX ENERGY CENTER, LLC
		MOUNT XXXXXXX GEOTHERMAL COMPANY, L.P.
		MT. XXXXXX ENERGY LLC
		NEWSOUTH ENERGY LLC
		NISSEQUOGUE COGEN PARTNERS
		NORTHWEST COGENERATION, INC.
		NTC FIVE, INC.
		NTC GP, LLC
		NUECES BAY ENERGY LLC
		O.L.S. ENERGY-AGNEWS, INC.
		ODYSSEY LAND ACQUISITION COMPANY
		PAJARO ENERGY CENTER, LLC
		PASTORIA ENERGY CENTER, LLC
		PASTORIA ENERGY FACILITY, LLC
		PHILADELPHIA BIOGAS SUPPLY, INC.
		XXXXXX BEND ENERGY CENTER, LLC
		PINE BLUFF ENERGY, LLC
		POWER INVESTORS, L.L.C.
		XXXXXXXX CANADA HOLDINGS, LLC
		ROCKGEN ENERGY LLC
		RUMFORD POWER ASSOCIATES LIMITED PARTNERSHIP
		XXXXXXX CITY ENERGY CENTER, LLC
		SAN XXXXXXX VALLEY ENERGY CENTER, LLC
		SILVERADO GEOTHERMAL RESOURCES, INC.


		GUARANTORS:
		SKIPANON NATURAL GAS, LLC
		SOUTH POINT ENERGY CENTER, LLC
		SOUTH POINT HOLDINGS, LLC
		STONY BROOK COGENERATION, INC.
		STONY BROOK FUEL MANAGEMENT CORP.
		XXXXXX DRYERS, INC.
		TBG COGEN PARTNERS
		TEXAS CITY COGENERATION, L.P.
		TEXAS COGENERATION COMPANY
		TEXAS COGENERATION FIVE, INC.
		TEXAS COGENERATION ONE COMPANY
		THERMAL POWER COMPANY
		XXXXXXXXX TURBINE SYSTEMS AMERICA, INC.
		TIVERTON POWER ASSOCIATES LIMITED PARTNERSHIP
		TOWANTIC ENERGY, L.L.C.
		VEC HOLDINGS, LLC
		VENTURE ACQUISITION COMPANY
		VINEYARD ENERGY CENTER, LLC
		WAWAYANDA ENERGY CENTER, LLC
		WHATCOM COGENERATION PARTNERS, L.P.
		ZION ENERGY LLC


By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:


	CPN POWER SERVICES, LP
	By:	/s/ Xxxx X. Xxxxx
		Name:
		Title:


	POWER SYSTEMS MFG., LLC
	By:	/s/ Xxxxxxx X. Xxxxx, Xx.
		Name:
		Title:


AGENTS AND LENDERS: DEUTSCHE BANK TRUST COMPANY AMERICAS, as an Administrative Agent and as a Lender
By:	/s/ Xxxxxx X. Xxxxxxxxxx
	Name:	Xxxxxx X. Xxxxxxxxxx
	Title:	Director


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


CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as an Administrative Agent and as a Lender
By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Managing Director


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

SIGNATURE PAGE TO THE FIRST CONSENT, WAIVER AND AMENDMENT, DATED AS OF MAY 3, 2006 TO THE AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND GUARANTEE AGREEMENT, DATED AS OF FEBRUARY 23, 2006, AMONG CALPINE CORPORATION, THE SUBSIDIARIES OF CALPINE CORPORATION NAMED THEREIN, THE LENDERS FROM TIME TO TIME PARTIES THERETO, CREDIT SUISSE AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT AND THE OTHER AGENTS PARTIES THERETO.

NAME OF INSTITUTION:

Blue Mountain CLO I


	By:	/s/ [Illegible]
		Name:
		Title:

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Sankaty Advisors, LLC as Collateral Manager for Castle Hill II – INGOTS, Ltd., as Term Lender


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

GENERAL PARTNER:

TCW BASS LAKE PARTNERS, LLC. as General Partner

TCW ASSET MANAGEMENT COMPANY its Managing Member


By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Managing Directo


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

TCW Senior Secured Floating Rate Loan Fund, L.P. By: TCW Advisors, Inc., as its Investment Advisor


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


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

TRS BRUIN LLC


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

TRS VENOR LLC


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

[Illegible]


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

[Illegible]


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

[Illegible]


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

[Illegible]


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

[Illegible]


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

[Illegible] Capital Partners [Illegible] LP


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD.


By:		Ares Enhanced Loan Management, L.P., Investment Manager


By:		Ares Enhanced Loan GP, LLC Its General Partner


	By:	/s/ [Illegible]
		Name:
		Title:

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD.


By:		Ares Enhanced Loan Management II, L.P., Investment Manager


By:		Ares Enhanced Loan XX XX, LLC Its General Partner


	By:	/s/ [Illegible]
		Name:
		Title:

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Ares X CLO, Ltd.


By:		Ares CLO Management X, L.P., Investment Manager


By:		Ares CLO GP X, LLC, Its General Partner


	By:	/s/ [Illegible]
		Name:
		Title:

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Ares IIR CLO, Ltd.


By:		Ares CLO Management IIR, L.P., Investment Manager


By:		Ares CLO GP IIR, LLC, Its General Partner


	By:	/s/ [Illegible]
		Name:
		Title:

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Ares VR CLO Ltd.


By:		Ares CLO Management VR, L.P., Investment Manager


By:		Ares CLO GP VR, LLC, Its General Partner


	By:	/s/ [Illegible]
		Name:
		Title:

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Ares VIR CLO Ltd.


By:		Ares CLO Management VIR, L.P., Investment Manager


By:		Ares CLO GP VIR, LLC, Its General Partner


	By:	/s/ [Illegible]
		Name:
		Title:

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Ares VIII CLO Ltd.


By:		Ares CLO Management VIII, L.P., Investment Manager


By:		Ares CLO GP VIII, LLC, Its General Partner


	By:	/s/ [Illegible]
		Name:
		Title:

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Ares IX CLO Ltd.


By:		Ares CLO Management IX, L.P., Investment Manager


By:		Ares CLO GP IX, LLC, Its General Partner


	By:	/s/ [Illegible]
		Name:
		Title:

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

CONFLUENT 2 LIMITED

By: Ares Private Account Management I, L.P., as Sub-Manager

By: Ares Private Account Management I GP, LLC, as General Partner

By: Ares Management LLC, as Manager


	By:	/s/ [Illegible]
		Name:
		Title:

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Venor Capital Master Fund Ltd.


By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Principal

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

TRS CALLISTO LLC


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

HSH Nordbank, New York Branch


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


By:	/s/ [Illegible}
	Name:	Xxxx [Illegible]
	Title:	Senior Vice President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

FALL CREEK CLO, Ltd.


By:	/s/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Authorized Xxxxxx

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

EAGLE CREEK CLO, Ltd.


By:	/s/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Authorized Xxxxxx

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Citibank, N.A.


By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Attorney-in-Fact

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

AIMCO CLO, Series 2005-A


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


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

AIMCO CLO, Series 2005-A


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


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

LATITUDE CLO II, LTD.


By:	/s/ Xxxxxxxx X. Xxxxxx, III
	Name:	Xxxxxxxx X. Xxxxxx, III
	Title:	Chief Investment Officer

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

KC CLO II PLC


By:	/s/ [Illegible]
	Name:	[Illegible]
	Title:	Vice President


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

XXXXXXX XXXXX CREDIT PRODUCTS, LLC


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

OCM High Yield Plus Fund, L.P.


By:		OCM High Yield Plus Fund GP, LLC


Its:		General Partner


By:		Oaktree Capital Management, LLC


Its:		Managing Member


	By:	/s/ [Illegible]
		Name:
		Title:


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Xxxxxxx CBNA Loan Funding LLC, for itself or as agent for Xxxxxxx CFPI Loan Funding LLC.


By:	/s/ Xxxxx X. Xxxx
	Name:	Xxxxx X. Xxxx
	Title:	Attorney-in-fact

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Trumbull THC2 Loan Funding LLC, for itself or as agent for Trumbull THC2 CFPI Loan Funding LLC.


By:	/s/ Xxxxx X. Xxxx
	Name:	Xxxxx X. Xxxx
	Title:	Attorney-in-fact

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Atrium CDO


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Atrium III


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Atrium V


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

CSAM Funding I


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

CSAM Funding II


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

CSAM Funding III


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

CSAM Funding IV


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

CS Credit Strategies


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Madison Park Funding II


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Atlas Loan Funding (Hartford), LLC

By: Atlas Capital Funding, Ltd.
By: Structured Asset Investors, LLC
Its Investment Manager


By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Associate

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

AVENUE CLO III, LIMITED


By:	/s/ Xxxxxxx X’Xxxxxxx
	Name:	Xxxxxxx X’Xxxxxxx
	Title:	Senior Portfolio Manager

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

AVENUE CLO II, LIMITED


By:	/s/ Xxxxxxx X’Xxxxxxx
	Name:	Xxxxxxx X’Xxxxxxx
	Title:	Senior Portfolio Manager

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

GLC CDO I, Ltd.

By: Global Leveraged Capital Management, LLC, as Collateral Manager


By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Principal

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG


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


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

CREDIT SUISSE, Cayman Islands Branch


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


	/s/ Xxxxx Xxxxxx
	Xxxxx Xxxxxx
	Managing Director

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

The Hartford Mutual Funds, Inc., on behalf of the Hartford Floating Rate Fund by Hartford Investment Management Company, its sub-advisor, as a lender,


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

AZURE Funding


By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Attorney-in-fact

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

RCG CARPATHIA

MASTER FUND, LTD


By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Managing Member

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Grand Central Asset Trust, DHV Series


By:	/s/ Xxx Xxxxx
	Name:	Xxx Xxxxx
	Title:	Attorney-in-fact

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

TRICAP MANAGEMENT LIMITED:


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

LANDESBANK HESSEN-THURINGEN

GIROZENTRALE, NEW YORK BRANCH:


By:	/s/ Xxxxx X. Xxxx
	Name:	Xxxxx X. Xxxx
	Title:	Vice President Corporate Finance Division Structured Finance Dept.


By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Senior Vice President Manager, Corporate Finance Corporate Finance Division

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

XXXXXX FLOATING RATE INCOME FUND


	By:	/s/ See Following Page
		Name:
		Title:

Signature page to the First Consent, Waiver and Amendment


XXXXXX FLOATING RATE INCOME FUND
By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	V.P.

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

XXXXXX BANK LOAN FUND (CAYMAN)

MASTER FUND


	By:	/s/ See Following Page
		Name:
		Title:

Signature page to the First Consent, Waiver and Amendment

XXXXXX BANK LOAN FUND (CAYMAN)
MASTER FUND, a series of the XXXXXX
OFFSHORE MASTER SERIES TRUST,
by The Xxxxxx Advisory Company, LLC


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

BOSTON HARBOR CLO 2004-1, LTD.


	By:	/s/ See Following Page
		Name:
		Title:

Signature page to the First Consent, Waiver and Amendment


	BOSTON HARBOR CLO 2004-1, LTD.
By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	V.P.

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

CONFLUENT 4 LIMITED


	By:	/s/ See Following Page
		Name:
		Title:

Signature page to the First Consent, Waiver and Amendment

LENDER:

CONFLUENT 4 LIMITED,

As Lender


By:		Xxxxxx, Xxxxxx & Company, L.P., As Sub-Manager


By:		Xxxxxx, Xxxxxx & Company, Incorporated, Its General Partner


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

FORE CONVERTIBLE MASTER FUND, Ltd


By:	/s/ [Illegible]
	Name:	[Illegible]
	Title:	Assistant Secretary

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

FORE MULTI STRATEGY MASTER FUND, Ltd


By:	/s/ [Illegible]
	Name:	[Illegible]
	Title:	Assistant Secretary

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

FORE ERISA FUND, Ltd


By:	/s/ [Illegible]
	Name:	[Illegible]
	Title:	Assistant Secretary

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

MAN MAC I, Ltd


By:	/s/ [Illegible]
	Name:	[Illegible]
	Title:	Chief Portfolio Manager Fore Research & Management, LP Acting on behalf of MAN MAC I, Ltd

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

___Fortress Credit Investments I LTD.


By:	/s/ Xxxx X. Xxxxxxxx
	Name:	Xxxx X. Xxxxxxxx
	Title:	Chief Operating Officer

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

___Fortress Credit Investments II LTD.


By:	/s/ Xxxx X. Xxxxxxxx
	Name:	Xxxx X. Xxxxxxxx
	Title:	Chief Operating Officer

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

LightPoint CLO 2004-1, Ltd.
Premium Loan Trust I, Ltd.
LightPoint CLO III, Ltd.
LightPoint CLO IV, Ltd.


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

BLACK DIAMOND CLO 2005-1 LTD.

By: Black Diamond Capital Management, L.L.C.
as its Collateral Manager


By:	/s/ Xxxxx X. Xxxxx, Xx.
	Name:	Xxxxx X. Xxxxx, Xx.
	Title:	President & Managing Partner Black Diamond Capital Management, L.L.C.

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

BLACK DIAMOND CLO 2005-2 LTD.

By: Black Diamond Capital Management, L.L.C.
as its Collateral Manager


By:	/s/ Xxxxx X. Xxxxx, Xx.
	Name:	Xxxxx X. Xxxxx, Xx.
	Title:	President & Managing Partner Black Diamond Capital Management, L.L.C.

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

BLACK DIAMOND CLO 0000-0 (XXXXXX) LTD.

By: Black Diamond Capital Management, L.L.C.
as its Collateral Manager


By:	/s/ Xxxxx X. Xxxxx, Xx.
	Name:	Xxxxx X. Xxxxx, Xx.
	Title:	President & Managing Partner Black Diamond Capital Management, L.L.C.

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

BLACK DIAMOND INTERNATIONAL FUNDING LTD


	By:	/s/ [Illegible]
		Name:
		Title:

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Classic Cayman B.D. Limited:


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


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Luminus Energy Partners Master Fund, Ltd.:


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Xxxxxxxxxx Capital, LP:


By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Malibu CBNA Loan Funding LLC, for itself or as agent for Malibu CFPI Loan Funding LLC


By:	/s/ Xxx Xxxxx
	Name:	Xxx Xxxxx
	Title:	Attorney-in-fact

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

TRS IO LLC


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

SENIOR DEBT PORTFOLIO


By:		Boston Management and Research as Investment Advisor


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND


By:		Xxxxx Xxxxx Management as Investment Advisor


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

XXXXXXX & CO


By:		Boston Management and Research as Investment Advisor


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

GENERAL ELECTRIC CAPITAL CORPORATION


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

SOL Loan Funding LLC for itself or as agent for SOL2 Loan Funding LLC


By:	/s/ Xxx Xxxxx
	Name:	Xxx Xxxxx
	Title:	Attorney-in-fact

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Carlyle Loan Investment, Ltd.


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

AG Alpha Credit Master, Ltd.


By:		Xxxxxx, Xxxxxx & Co., L.P. as Investment Manager


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Stone Tower CLO IV Ltd.

By: Stone Debt Advisors LLC, as its Collateral Manager


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Stone Tower CLO II Ltd.

By: Stone Debt Advisors LLC, as its Collateral Manager


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Granite Ventures I Ltd.

By: Stone Debt Advisors LLC, as its Collateral Manager


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Stone Tower Credit Funding I Ltd.

By: Stone Debt Advisors LLC, as its Collateral Manager


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

BAYERISCHE LANDESBANK,
NEW YORK BRANCH


By:	/s/ Xxxxxx XxXxxxx
	Name:	Xxxxxx XxXxxxx
	Title:	First Vice President


By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Senior Vice President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Xxxxx Capital Management
for Silverado CLO 2006-I


By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Managing Director

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Xxxxx Capital Management
for account #00000000


By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Managing Director

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Xxxxx Capital Management
for account #00000000
(Vulcan Ventures)


By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Managing Director

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Xxxxx Capital Management
for account #00000000


By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Managing Director

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Xxxxx Capital Management
for account #00000000


By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Managing Director

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

CREDIT GENESIS CLO 2005-1 LTD


	By:	/s/ [Illegible]
		Name:
		Title:

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

DURHAM ACQUISITION CO., LLC


	By:	/s/ [Illegible]
		Name:
		Title:

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

BEAR XXXXXXX CREDIT PRODUCTS INC.


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

BEAR XXXXXXX INVESTMENT PRODUCTS INC.


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Kingsland II, Ltd.


By:	/s/ Xxxxxxx Suno
	Name:	Xxxxxxx Suno
	Title:	Authorized Officer Kingsland Capital Management, LLC as Manager

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Kingsland III, Ltd.


By:	/s/ Xxxxxxx Suno
	Name:	Xxxxxxx Suno
	Title:	Authorized Officer Kingsland Capital Management, LLC as Manager

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

RESTORATION HOLDINGS LTD


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Union Bank of California, N.A.


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

FIELD POINT II, LTD.


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

FIELD POINT III, LTD.


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

ENDURANCE CLO I, LTD

C/o West Gate Horizons Advisors LLC,
As Portfolio Manager


By:	/s/ Xxxxxx X. Xxxx
	Name:	Xxxxxx X. Xxxx
	Title:	Senior Credit Analyst

WG Horizons CLO I

By: West Gate Horizons Advisors LLC,
as Manager


By:	/s/ Xxxxxx X. Xxxx
	Name:	Xxxxxx X. Xxxx
	Title:	Senior Credit Analyst

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

THE FOOTHILL GROUP, INC.


By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Sr. V.P.

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

NATIONWIDE LIFE INSURANCE COMPANY:


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY:


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

NACM CLO I:


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Grand Central Asset Trust, Single Name Series


By:	/s/ Xxx Xxxxx
	Name:	Xxx Xxxxx
	Title:	Attorney-in-fact

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Grand Central Asset Trust, KMT Series


By:	/s/ Xxx Xxxxx
	Name:	Xxx Xxxxx
	Title:	Attorney-in-fact

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Yorkville CBNA Loan Funding LLC, for itself or as agent for Yorkville CFPI Loan Funding LLC


By:	/s/ Xxx Xxxxx
	Name:	Xxx Xxxxx
	Title:	Attorney-in-fact

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Halcyon Fund, L.P.
By: Halcyon Asset Management LLC, Its Investment Manager


By:	/s/ Xxxxx Xxxxxxxxxxx
	Name:	Xxxxx Xxxxxxxxxxx
	Title:	Chief Financial Officer

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Halcyon Structured Asset Management Long Secured/Short Unsecured CLO I Ltd.

By: HALCYON STRUCTURED ASSET MANAGEMENT L.P., as Collateral Manager

By: Halcyon Structured Asset Management LLC, its sole general partner


By:	/s/ Xxxxx Xxxxxxxxxxx
	Name:	Xxxxx Xxxxxxxxxxx
	Title:	Chief Financial Officer

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Halcyon Structured Asset Management Long Secured/Short Unsecured CLO II Ltd.

By: HALCYON STRUCTURED ASSET MANAGEMENT L.P., as Collateral Manager

By: Halcyon Structured Asset Management LLC, its sole general partner


By:	/s/ Xxxxx Xxxxxxxxxxx
	Name:	Xxxxx Xxxxxxxxxxx
	Title:	Chief Financial Officer

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

SOF INVESTMENTS, L.P.


By:	/s/ Xxxx X. Xxxxxx
	Name:	Xxxx X. Xxxxxx
	Title:	Manager and General Counsel

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

WIND RIVER CLO I LTD.
By XxXxxxxxx Investment Management, LLC, as Manager


By:	/s/ Xxxxxxxx X. Zam
	Name:	Xxxxxxxx X. Zam
	Title:	Vice President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

WIND RIVER CLO II – XXXX INVESTORS, LTD.
By XxXxxxxxx Investment Management, LLC, as Manager


By:	/s/ Xxxxxxxx X. Zam
	Name:	Xxxxxxxx X. Zam
	Title:	Vice President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

XXXXXXXXX LOAN OPPORTUNITY LTD.
By XxXxxxxxx Investment Management, LLC, as Manager


By:	/s/ Xxxxxxxx X. Zam
	Name:	Xxxxxxxx X. Zam
	Title:	Vice President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

TCW Senior Secured Loan Fund, LP
By: TCW Advisors, Inc., as its Investment Advisor


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


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

FIRST 2004-II CLO, LTD.
By: TCW Advisors, Inc., as its Collateral Manager


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


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

LOAN FUNDING I LLC,
a wholly owned subsidiary of Citibank, N.A.
By: TCW Advisors, Inc.,
as Portfolio Manager of Loan Funding I LLC


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


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc., as its Collateral Manager


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


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Raven Credit Opportunities Master Fund, Ltd

by Raven Asset Management, LLC

as Investment Advisor


By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	CFO/COO

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

DUNES FUNDING LLC


By:	/s/ Xxxxxxxxx X. Xxxxxxx
	Name:	Xxxxxxxxx X. Xxxxxxx
	Title:	Assistant Vice President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

JUPITER LOAN FUNDING LLC


By:	/s/ Xxxxxxxxx X. Xxxxxxx
	Name:	Xxxxxxxxx X. Xxxxxxx
	Title:	Assistant Vice President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

PINEHURST TRADING, INC.


By:	/s/ Xxxxxxxxx X. Xxxxxxx
	Name:	Xxxxxxxxx X. Xxxxxxx
	Title:	Assistant Vice President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

STANWICH LOAN FUNDING LLC


By:	/s/ Xxxxxxxxx X. Xxxxxxx
	Name:	Xxxxxxxxx X. Xxxxxxx
	Title:	Assistant Vice President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Halcyon Fund, L.P.
By: Halcyon Asset Management LLC, Its Investment Manager


By:	/s/ Xxxxx Xxxxxxxxxxx
	Name:	Xxxxx Xxxxxxxxxxx
	Title:	Chief Financial Officer

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Halcyon Structured Asset Management
Long Secured/Short Unsecured CLO I Ltd.

By: HALCYON STRUCTURED ASSET MANAGEMENT L.P., as Collateral Manager

By: Halcyon Structured Asset Management LLC, its sole general partner


By:	/s/ Xxxxx Xxxxxxxxxxx
	Name:	Xxxxx Xxxxxxxxxxx
	Title:	Chief Financial Officer

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Halcyon Structured Asset Management
Long Secured/Short Unsecured CLO II Ltd.

By: HALCYON STRUCTURED ASSET MANAGEMENT L.P., as Collateral Manager

By: Halcyon Structured Asset Management LLC, its sole general partner


By:	/s/ Xxxxx Xxxxxxxxxxx
	Name:	Xxxxx Xxxxxxxxxxx
	Title:	Chief Financial Officer

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

CONTINENTAL CASUALTY COMPANY


	By:	/s/ Xxxxxxx X. XxXxxx
Approved by Law Dept		Name:	Xxxxxxx X. XxXxxx
By: MPL		Title:	Vice President and Assistant Treasurer
Date: 5-3-06

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

GoldenTree 2004 Trust
By: GoldenTree Asset Management, LP


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

GoldenTree High Yield Opportunities II, LP
By: GoldenTree Asset Management, LP


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

GoldenTree Credit Opportunities Financing II, Limited
By: GoldenTree Asset Management, LP


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

GoldenTree Credit Opportunities Financing I, Limited
By: GoldenTree Asset Management, LP


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

GoldenTree MultiStrategy Financing, Ltd
By: GoldenTree Asset Management, LP


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Citi GoldenTree, Ltd
By: GoldenTree Asset Management, LP


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Grand Central Asset Trust, BAS Series


By:	/s/ Xxx Xxxxx
	Name:	Xxx Xxxxx
	Title:	Attorney-in-fact

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

RAINTREE TRADING LLC


By:	/s/ Xxxxxxxxx X. Xxxxxxx
	Name:	Xxxxxxxxx X. Xxxxxxx
	Title:	Assistant Vice President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

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


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

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


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

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


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
As Investment Manager


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management, Inc.
As Investment Manager


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management, Inc.
As Sub-Adviser


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

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


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

LOAN FUNDING IX LLC, for itself or as agent for Corporate Loan Funding IX LLC
By: INVESCO Senior Secured Management, Inc.
As Portfolio Manager


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

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


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

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


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

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


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

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

SECURITY INCOME FUND-INCOME OPPORTUNITY SERIES
By: Four Corners Capital Management, LLC
As Sub-Adviser


By:	/s/ Xxxxxx Xxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxx, CFA
	Title:	Sr. Vice President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

FOUR CORNERS CLO 2005-I, Ltd.
By: Four Corners Capital Management, LLC
As Collateral Manager


By:	/s/ Xxxxxx Xxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxx, CFA
	Title:	Sr. Vice President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

FORTRESS PORTFOLIO TRUST
By: Four Corners Capital Management, LLC
As Investment Manager


By:	/s/ Xxxxxx Xxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxx, CFA
	Title:	Sr. Vice President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II
By: Four Corners Capital Management, LLC
As Sub-Adviser


By:	/s/ Xxxxxx Xxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxx, CFA
	Title:	Sr. Vice President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND
By: Four Corners Capital Management, LLC
As Sub-Adviser


By:	/s/ Xxxxxx Xxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxx, CFA
	Title:	Sr. Vice President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

AUGUSTA TRADING LLC


By:	/s/ Xxxxxxxxx X. Xxxxxxx
	Name:	Xxxxxxxxx X. Xxxxxxx
	Title:	Assistant Vice President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

IDS Life Insurance Company
By: RiverSource Investments, LLC as
Collateral Manager


By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Senior Managing Director

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Ameriprise Certificate Company
By: RiverSource Investments, LLC as
Collateral Manager


By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Senior Managing Director

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

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


By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Supervisor – Fixed Assets

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

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


By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Supervisor – Fixed Assets

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

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


By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Supervisor – Fixed Assets

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

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


By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Supervisor – Fixed Assets

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

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


By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Supervisor – Fixed Assets

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

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


By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Supervisor – Fixed Assets

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

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


By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Supervisor – Fixed Assets

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

RiverSource Floating Rate Fund
A Series of AXP Discovery Series, Inc.


By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Supervisor – Fixed Assets

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

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


By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Supervisor – Fixed Assets

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Highland Floating Rate Advantage Fund


By:	/s/ Xxx Xxxxxxxxx
	Name:	Xxx Xxxxxxxxx
	Title:	Senior Vice President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Highland Floating Rate LLC


By:	/s/ Xxx Xxxxxxxxx
	Name:	Xxx Xxxxxxxxx
	Title:	Senior Vice President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Highland Legacy Limited
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner


By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Loan Funding IV LLC
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner


By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Loan Funding VII LLC
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner


By:	/s/ Chad Schramek
	Name:	Chad Schramek
	Title:	Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Liberty CLO, Ltd.
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner


By:	/s/ Chad Schramek
	Name:	Chad Schramek
	Title:	Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Rockwall CDO LTD.
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner


By:	/s/ Chad Schramek
	Name:	Chad Schramek
	Title:	Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Highland Offshore Partners, L.P.
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner


By:	/s/ Chad Schramek
	Name:	Chad Schramek
	Title:	Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Bank of America, N.A.


By:	/s/ Michael S. Roof
	Name:	Michael S. Roof
	Title:	Vice-President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

HARBOUR TOWN FUNDING LLC


By:	/s/ Christina L. Ramseur
	Name:	Christina L. Ramseur
	Title:	Assistant Vice President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Greenwich [Illegible], Ltd.


By:	/s/ [Illegible]
	Name:	[Illegible]
	Title:	MD

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Atlas Loan Funding (Navigator), LLC
By: Atlas Capital Funding, Ltd.
By: Structured Asset Investors, LLC
Its Investment Manager


By:	/s/ Diana M. Himes
	Name:	Diana M. Himes
	Title:	Associate

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

CYPRESSTREE CLAIF FUNDING LLC


By:	/s/ Christina L. Ramseur
	Name:	Christina L. Ramseur
	Title:	Assistant Vice President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Sankaty Advisors, LLC as Collateral
Manager for Castle Hill III CLO,
Limited, as Term Lender


By:	/s/ James F. Kellogg
	Name:	James F. Kellogg
	Title:	Managing Director

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Sankaty Advisors, LLC as Collateral
Manager for Loan Funding XI LLC,
As Term Lender


By:	/s/ James F. Kellogg
	Name:	James F. Kellogg
	Title:	Managing Director

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Chatham Light II CLO, Limited, by
Sankaty Advisors LLC, as Collateral Manger


By:	/s/ James F. Kellogg
	Name:	James F. Kellogg
	Title:	Managing Director

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Katonah III, Ltd. by Sankaty
Advisors LLC as Sub-Advisors


By:	/s/ James F. Kellogg
	Name:	James F. Kellogg
	Title:	Managing Director

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Sankaty Advisors, LLC as Collateral
Manager for Prospect Funding I,
LLC as Term Lender


By:	/s/ James F. Kellogg
	Name:	James F. Kellogg
	Title:	Managing Director

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Sankaty Advisors, LLC as Collateral
Manager for Race Point CLO,
Limited, as Term Lender


By:	/s/ James F. Kellogg
	Name:	James F. Kellogg
	Title:	Managing Director

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Sankaty Advisors, LLC as Collateral
Manager for Race Point III CLO,
Limited, as Term Lender


By:	/s/ James F. Kellogg
	Name:	James F. Kellogg
	Title:	Managing Director

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Sankaty High Yield Partners, II, L.P.


By:	/s/ James F. Kellogg
	Name:	James F. Kellogg
	Title:	Managing Director

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Sankaty High Yield Partners, III, L.P.


By:	/s/ James F. Kellogg
	Name:	James F. Kellogg
	Title:	Managing Director

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Satellite Senior Income Fund II, LLC
By Satellite Asset Management, L.P.
Its Investment Manager


By:	/s/ [Illegible]
	Name:	Simon [Illegible]
	Title:	General Counsel

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Evergreen CBNA Loan Funding LLC, for itself or as agent for Evergreen CFPI Loan Funding LLC


By:	/s/ Roy Hykal
	Name:	Roy Hykal
	Title:	Attorney-in-fact

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

SunAmerica Life Insurance Company
By: AIG Global Investment Corp., Inc.
its Investment Advisor


By:	/s/ J. Bothamley
	Name:	Julie Bothamley
	Title:	Managing Director

SunAmerica Senior Floating Rate Fund, Inc.
By: AIG Global Investment Corp.
Investment Sub-Advisor


By:	/s/ J. Bothamley
	Name:	Julie Bothamley
	Title:	Managing Director

Galaxy CLO 2003-1, Ltd.
By: AIG Global Investment Corp., Inc.
its Collateral Manager


By:	/s/ J. Bothamley
	Name:	Julie Bothamley
	Title:	Managing Director

Galaxy III CLO, Ltd.
By: AIG Global Investment Corp.,
its Collateral Manager


By:	/s/ J. Bothamley
	Name:	Julie Bothamley
	Title:	Managing Director

Signature page to the First Consent, Waiver and Amendment

Galaxy IV CLO, LTD
By: AIG Global Investment Corp.
its Collateral Manager


By:	/s/ J. Bothamley
	Name:	Julie Bothamley
	Title:	Managing Director

Galaxy V CLO, LTD
By: AIG Global Investment Corp.
its Collateral Manager


By:	/s/ J. Bothamley
	Name:	Julie Bothamley
	Title:	Managing Director

Galaxy VI CLO, LTD
By: AIG Global Investment Corp.
its Collateral Manager


By:	/s/ J. Bothamley
	Name:	Julie Bothamley
	Title:	Managing Director

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

OAK HILL SECURITIES FUND, L.P.

By: Oak Hill Securities GenPar, L.P.
its General Partner

By: Oak Hill Securities MGP, Inc.,
its General Partner


By:	/s/ Scott D. Krase
	Name:	Scott D. Krase
	Title:	Vice President

OAK HILL SECURITIES FUND II, L.P.

By: Oak Hill Securities GenPar II, L.P.
its General Partner

By: Oak Hill Securities MGP II, Inc.,
its General Partner


By:	/s/ Scott D. Krase
	Name:	Scott D. Krase
	Title:	Vice President

OAK HILL CREDIT OPPORTUNITIES FINANCING, LTD.


By:	/s/ Scott D. Krase
	Name:	Scott D. Krase
	Title:	Authorized Person

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

KNIGHT CBNA FUNDING-
KNIGHT CFPI LOAN FUNDING LLC


	Knight CNBA Loan Funding LLC, for itself or as Agent for Knight CFPI Loan Funding LLC
By:	/s/ Matthew Massier
	Name:	Matthew Massier
	Title:	As Attorney In Fact

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:


	Four Corners CLO II, LTD.
By:	/s/ Matthew Massier
	Name:	Matthew Massier
	Title:	As Attorney In Fact

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:

Highland Offshore Partners, L.P.
By: Highland Capital Management, L.P., As Collateral Manager
By: Strand Advisors, Inc., Its General Partner



By:	/s/ Chad Schramek
	Name:	Chad Schramek, Assistant Treasurer
	Title:	Strand Advisors, Inc., General Partner of Highland Capital Management, L.P.

Signature page to the First Consent, Waiver and Amendment


		NAME OF INSTITUTION:

	By:

		Name:
		Title:

OAK HILL CREDIT ALPHA FUND, L.P.		OAK HILL CREDIT ALPHA FUND (OFFSHORE), LTD.

By: Oak Hill Credit Alpha GenPar, L.P. its General Partner

		By: /s/ Scott D. Krase

By: Oak Hill Credit Alpha MGP, LLC, its General Partner		Name: Scott D. Krase Title: Vice President



By:	/s/ Scott D. Krase
Name:		Scott D. Krase
Title:		Vice President

Signature page to the First Consent, Waiver and Amendment

NAME OF INSTITUTION:


	Sankaty Advisors, LLC as Collateral Manager for Castle Hill II - INGOTS, Ltd., as Term Lender
By:	/s/ James F. Kellogg
	Name:	James F. Kellogg
	Title:	Managing Director

Signature page to the First Consent, Waiver and Amendment

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Table of Contents

FIRST CONSENT, WAIVER AND AMENDMENT

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