FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.121

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of October 18, 2005, is among NEXSTAR BROADCASTING, INC., a Delaware corporation (the “Borrower”), NEXSTAR BROADCASTING GROUP, INC., a Delaware corporation (the “Ultimate Parent”), NEXSTAR FINANCE HOLDINGS, INC., the several Lenders (as such term is defined in the hereinafter described Credit Agreement) parties to this First Amendment, and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).

R E C I T A L S:

A. The Borrower, the Ultimate Parent, certain of its Subsidiaries from time to time party to the Credit Agreement, the Administrative Agent, UBS Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as the Co-Syndication Agents, and the several Lenders parties thereto entered into that certain Fourth Amended and Restated Credit Agreement dated as of April 1, 2005 (as the same may be amended, restated or modified from time to time, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

B. The Borrower has advised the Administrative Agent that it desires to amend the Credit Agreement to modify certain financial covenants under the Credit Agreement.

C. The Majority Revolver Lenders and the Majority Lenders parties to this First Amendment are willing to agree to the above-described amendment, subject to the performance and observance in full of each of the covenants, terms and conditions, and in reliance upon all of the representations and warranties of the Borrower and the Parent Guarantors, set forth herein.

NOW, THEREFORE, in consideration of the premises and the covenants, terms and conditions, and in reliance upon the representations and warranties, in each case contained herein, the parties hereto agree hereby as follows:

ARTICLE I

Amendments

Section 1.01 Amendment to Section 7.09(a). Effective as of the Effective Date (as defined in Section 4.05), Section 7.09(a) of the Credit Agreement is hereby amended to read as follows:

(a) Consolidated Total Leverage Ratio. The Consolidated Total Leverage Ratio shall not at any time during any period set forth below exceed the ratio set forth opposite such period below:

Period		Ratio
Effective Date through and including September 30, 2005		7.50 to 1.00
October 1, 2005 through and including December 31, 2005		8.50 to 1.00
January 1, 2006 through and including March 31, 2006		8.00 to 1.00
April 1, 2006 through and including June 30, 2006		7.75 to 1.00
July 1, 2006 through and including September 30, 2006		7.50 to 1.00
October 1, 2006 through and including December 31, 2007		7.00 to 1.00
January 1, 2008 through and including December 30, 2008		6.75 to 1.00
December 31, 2008 through and including June 30, 2010		6.50 to 1.00
July 1, 2010 through and including December 30, 2010		6.25 to 1.00
December 31, 2010 and thereafter		6.00 to 1.00

Section 1.02 Amendment to Section 7.09(b) Effective as of the Effective Date, Section 7.09(b) of the Credit Agreement is hereby amended to read as follows:

(b) Consolidated Senior Leverage Ratio. The Consolidated Senior Leverage Ratio shall not at any time during any period set forth below exceed the ratio set forth opposite such period below:

Period		Ratio
Effective Date through and including September 30, 2005		5.25 to 1.00
October 1, 2005 through and including December 31, 2005		5.50 to 1.00
January 1, 2006 through and including June 30, 2006		5.25 to 1.00
July 1, 2006 through and including December 30, 2007		5.00 to 1.00
December 31, 2007 through and including December 30, 2008		4.75 to 1.00
December 31, 2008 through and including December 30, 2009		4.50 to 1.00
December 31, 2009 through and including December 30, 2010		4.25 to 1.00
December 31, 2010 and thereafter		4.00 to 1.00

ARTICLE II

Conditions Precedent

Section 2.01 Conditions Precedent. The parties hereto agree that this First Amendment and the amendment to the Credit Agreement contained herein shall not be effective until the satisfaction of each of the following conditions precedent:

(a) Execution and Delivery of this First Amendment. The Administrative Agent shall have received a copy of this First Amendment executed and delivered by each of the applicable Credit Parties and by all the Lenders and each of the conditions set forth in clauses (b) through (g) below shall have been satisfied.

(b) Representations and Warranties. Each of the representations and warranties made in this First Amendment shall be true and correct on and as of the Effective Date as if made on and as of such date, both before and after giving effect to this First Amendment.

(c) Notes, Loan Documents. The Administrative Agent shall have received all such Loan Documents as may be deemed necessary or advisable by the Administrative Agent.

(d) Resolutions. The Administrative Agent shall have received a certified resolution of the Board of Directors of each of the Borrower and Parent Guarantors authorizing the execution, delivery and performance of this First Amendment.

(e) Fees and Expenses. The Borrower shall pay the estimated fees, costs and out-of-pocket expenses incurred by counsel to the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this First Amendment and all transaction contemplated hereby and thereby.

(f) Amendment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender executing this First Amendment a nonrefundable amendment fee in the amount of 0.10% of the sum of (i) such Lender’s Revolving Commitment plus (ii) such Lender’s Commitments under each Incremental Facility plus (iii) such Lender’s Facility Percentage of the Aggregate Outstanding Term B Loan Balance.

(g) Other Documents and Instruments. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall require.

ARTICLE III

Representations and Warranties

Section 3.01 Representations and Warranties. To induce the Administrative Agent and the several Lenders parties hereto to enter into this First Amendment and to grant the amendments contained herein, each of the Borrower and the Parent Guarantors represents and warrants to the Administrative Agent and the Lenders as follows:

(a) Authorization; No Contravention. The execution, delivery and performance by the applicable Credit Parties of this First Amendment have been duly authorized by all necessary partnership, corporate or limited liability company action, as applicable, and do not and will not (i) contravene the terms of any Charter Documents of

any Credit Party, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual Obligation to which any Credit Party is a party or any order, injunction, writ or decree of any Governmental Authority to which any Credit Party is a party or its property is subject, or (iii) violate any Requirement of Law.

(b) Governmental Authorization. No approval, consent, exemption, authorization or other action by, or notice to, or filing with or approvals required under state blue sky securities laws or by any Governmental Authority is necessary or required in connection with the execution, delivery, performance or enforcement of this First Amendment.

(c) No Default. After giving effect to this First Amendment, no Default or Event of Default exists under any of the Loan Documents. No Credit Party is in default under or with respect to (i) its Charter Documents or (ii) any material Contractual Obligation of such Person. The execution, delivery and performance of this First Amendment shall not result in any default under any Contractual Obligation of any Credit Party in any respect.

(d) Binding Effect. This First Amendment and the Credit Agreement as amended hereby constitute the legal, valid and binding obligations of the Credit Parties that are parties thereto, enforceable against such Credit Parties in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles of general applicability.

(e) Representations and Warranties. The representations and warranties set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof, after giving effect to the amendments contemplated in this First Amendment, as if such representations and warranties were being made on and as of the date hereof.

ARTICLE IV

Miscellaneous

Section 4.01 Ratification of Loan Documents. Except for the specific amendments expressly set forth in this First Amendment, the terms, provisions, conditions and covenants of the Credit Agreement and the other Loan Documents remain in full force and effect and are hereby ratified and confirmed, and the execution, delivery and performance of this First Amendment shall not in any manner operate as a waiver of, consent to or amendment of any other term, provision, condition or covenant of the Credit Agreement or any other Loan Document.

Section 4.02 Fees and Expenses. The Borrower and the Parent Guarantors jointly and severally agree to pay on demand all reasonable costs and expenses of the Administrative Agent

in connection with the preparation, reproduction, execution, and delivery of this First Amendment, and any other documents prepared in connection herewith or therewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent.

Section 4.03 Headings. Article, section and subsection headings in this First Amendment are included herein for convenience of reference only and shall not constitute a part of this First Amendment for any other purpose or be given any substantive effect.

Section 4.04 Applicable Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

Section 4.05 Counterparts and Effective Date. This First Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This First Amendment shall become effective when the Administrative Agent has received counterparts of this First Amendment executed by the Borrower, the Parent Guarantors, each of the other Guarantors and the Lenders and each of the conditions precedent set forth in Article II above has been satisfied (the “Effective Date”).

Section 4.06 Affirmation of Guarantees and Mission Loan Documents. Notwithstanding that such consent is not required thereunder, each of the Parent Guarantors and the other Guarantors hereby consent to the execution and delivery of this First Amendment and reaffirm their respective obligations under each of their respective Guaranty Agreements. Furthermore, notwithstanding that such consent is not required hereunder, each of Borrower and Guarantors (as defined in the Mission Credit Agreement) hereby consents to the execution and delivery of this First Amendment and reaffirm their respective obligations under each of their respective Mission Loan Documents.

Section 4.07 Confirmation of Loan Documents and Liens. As a material inducement to the Lenders to agree to amend the Credit Agreement as set forth herein, the Borrower, the Guarantors and Xxxxx X. Xxxxx hereby (i) acknowledge and confirm the continuing existence, validity and effectiveness of the Loan Documents to which they are parties, including, without limitation the Security Documents and the Liens granted under the Security Documents, (ii) agree that the execution, delivery and performance of this First Amendment shall not in any way release, diminish, impair, reduce or otherwise adversely affect such Loan Documents and Liens and (iii) acknowledge and agree that the Liens granted under the Security Documents secure (A) the payment of the Obligations under the Loan Documents in the same priority as on the date such Liens were created and perfected, and (B) the performance and observance by the Borrower and the other Credit Parties of the covenants, agreements and conditions to be performed and observed by each under the Credit Agreement, as amended hereby, and the Mission Credit Agreement.

Section 4.08 References to the Credit Agreement. Upon and during the effectiveness of this First Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, or words of like import shall mean and be a reference to the Credit Agreement, as amended by this First Amendment.

Section 4.09 Final Agreement. THIS FIRST AMENDMENT, TOGETHER WITH THE CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered by their proper and duly authorized officers effective as of the Effective Date.

BORROWER:
NEXSTAR BROADCASTING, INC.
By:		/s/ G. Xxxxxx Xxxxxxxx
Name:		G. Xxxxxx Xxxxxxxx
Title:		Chief Financial Officer
PARENT GUARANTORS:
NEXSTAR BROADCASTING GROUP, INC.
NEXSTAR FINANCE HOLDINGS, INC.
By:		/s/ G. Xxxxxx Xxxxxxxx
Name:		G. Xxxxxx Xxxxxxxx
Title:		Chief Financial Officer

OTHER GUARANTORS
(for purposes of Sections 4.06 and 4.07 hereof):
MISSION BROADCASTING, INC.
By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		President

XXXXX X. XXXXX

(for purposes of Section 4.07 hereof):

/s/ Xxxxx X. Xxxxx

XXXXX X. XXXXX

ADMINISTRATIVE AGENT, CO-SYNDICATION AGENTS, L/C ISSUER AND LENDERS:
BANK OF AMERICA, N.A.,
as Administrative Agent, as L/C Issuer
and as a Lender
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Vice President

UBS SECURITIES LLC,
as Co-Syndication Agent
By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxx X. Xxxxxx
Title:		Managing Director
By:		/s/ Xxxxxx X. Xxxxxxxxxx
Name:		Xxxxxx X. Xxxxxxxxxx
Title:		Managing Director

XXXXXXX LYNCH, PIERCE, XXXXXX &
XXXXX INCORPORATED,
as a Co-Syndication Agent
By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Director

UBS LOAN FINANCE LLC,
as a Lender
By:		/s/ Xxxxxxx X. Saint
Name:		Xxxxxxx X. Saint
Title:		Director
		Banking Products
		Services, US
By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Director
		Banking Products
		Services, US
ROYAL BANK OF CANADA,
as a Lender
By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:		Attorney - In- Fact
		Royal Bank Of Canada
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender
By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Duly Authorized Signatory

XXXXXXX XXXXX CAPITAL,
a division of Xxxxxxx Xxxxx Business Financial Services Inc.,
as a Lender
By:		/s/ Xxxxx X. Xxxxxxxx
Name:		Xxxxx X. Xxxxxxxx
Title:		Vice President
CALYON NEW YORK BRANCH,
as a Lender
By:		/s/ Stephane Ducroizet
Name:		Stephane Ducroizet
Title:		Vice President
By:		/s/ Xxxx XxXxxxxxx
Name:		Xxxx XxXxxxxxx
Title:		Director
MAPLEWOOD (CAYMAN) LIMITED,
By: Babson Capital Management LLC as
Investment Manager
By:		/s/ Xxxxxxxx Xxxxxxx
Name:		Xxxxxxxx Xxxxxxx
Title:		Managing Director

XXXX & XXXXXXX XXXXX FOUNDATION
By: Babson Capital Management LLC as
Investment Adviser
By:		/s/ Xxxxxxxx Xxxxxxx
Name:		Xxxxxxxx Xxxxxxx
Title:		Managing Director
BABSON CLO LTD. 2004-II
BABSON CLO LTD. 2004-I
BABSON CLO LTD. 2005-I
By: Babson Capital Management LLC as
Collateral Manager
By:		/s/ Xxxxxxxx Xxxxxxx
Name:		Xxxxxxxx Xxxxxxx
Title:		Managing Director
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: Babson Capital Management LLC as
Investment Adviser
By:		/s/ Xxxxxxxx Xxxxxxx
Name:		Xxxxxxxx Xxxxxxx
Title:		Managing Director

UBS AG, Stamford Branch,
as a Lender
By:		/s/ Xxxxxxx X. Saint
Name:		Xxxxxxx X. Saint
Title:		Director
		Banking Products
		Services, US
By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Director
		Banking Products
		Services, US
Carlyle High Yield Partners III, Ltd.,
as a Lender
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director
Carlyle High Yield Partners IV, Ltd.,
as a Lender
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director

Carlyle High Yield Partners VI, Ltd.,
as a Lender
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director
Carlyle High Yield Partners VII, Ltd.,
as a Lender
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director
Carlyle Loan Opportunity Fund,
as a Lender
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director

Carlyle Loan Investment, Ltd.,
as a Lender
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director
FRANKLIN XXXXXXXXX VARIABLE INSURANCE PRODUCTS TRUST-FRANKLIN
STRATEGIC INCOME SECURITIES FUND,
as a Lender
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Vice President
FRANKLIN STRATEGIC INCOME FUND
(CANADA),
as a Lender
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Vice President

ROSEMONT CLO, Limited
By: Deerfield Capital Management LLC as
its Collateral Manager
By:		/s/ Xxxx X. Xxxxxxxxx
Name:		Xxxx X. Xxxxxxxxx
Title:		Sr. Vice President
BRYN MAWR CLO, Ltd.
By: Deerfield Capital Management LLC as
its Collateral Manager
By:		/s/ Xxxx X. Xxxxxxxxx
Name:		Xxxx X. Xxxxxxxxx
Title:		Sr. Vice President
FOREST CREEK CLO, Ltd.
By: Deerfield Capital Management LLC as
its Collateral Manager
By:		/s/ Xxxx X. Xxxxxxxxx
Name:		Xxxx X. Xxxxxxxxx
Title:		Sr. Vice President

LONG GROVE CLO, Limited
By: Deerfield Capital Management LLC as
its Collateral Manager
By:		/s/ Xxxx X. Xxxxxxxxx
Name:		Xxxx X. Xxxxxxxxx
Title:		Sr. Vice President
MARKET SQUARE CLO, Ltd.
By: Deerfield Capital Management LLC as
its Collateral Manager
By:		/s/ Xxxx X. Xxxxxxxxx
Name:		Xxxx X. Xxxxxxxxx
Title:		Sr. Vice President
CUMBERLAND II CLO LTD.
By: Deerfield Capital Management LLC as
its Portfolio Manager
By:		/s/ Xxxx X. Xxxxxxxxx
Name:		Xxxx X. Xxxxxxxxx
Title:		Sr. Vice President

ACCESS INSTITUTIONAL LOAN FUND
By: Deerfield Capital Management LLC as
its Portfolio Manager
By:		/s/ Xxxx X. Xxxxxxxxx
Name:		Xxxx X. Xxxxxxxxx
Title:		Sr. Vice President
Sun America Senior Floating Rate Fund, Inc.
By: AIG Global Investment Corp. Investment
Sub-Advisor,
as a Lender
By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:		Vice President

Galaxy IV CLO, LTd.
By: AIG Global Investment Corp.
its Collateral Manager,
as a Lender
By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:		Vice President
Galaxy V CLO, LTd.
By: AIG Global Investment Corp.
its Collateral Manager,
as a Lender
By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:		Vice President
State Street Bank & Trust Company as Trustee
For GMAM Group Pension Trust I
By:		/s/ Xxxxxxx Xxxxxxxxx
Name:		Xxxxxxx Xxxxxxxxx
Title:		Client Service Officer

SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor,
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management
as Investment Advisor,
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President
XXXXX XXXXX INSTITUTIONAL SENIOR
LOAN FUND
By: Xxxxx Xxxxx Management
as Investment Advisor,
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

CONSTANTINUS XXXXX XXXXX CDO V, LTD.
By: Xxxxx Xxxxx Management
as Investment Advisor,
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President
XXXXX XXXXX CDO VI, LTD.
By: Xxxxx Xxxxx Management
as Investment Advisor,
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President
XXXXXXX & CO.
By: Boston Management and Research
as Investment Advisor,
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

BIG SKY SENIOR LOAN FUND, LTD.
By: Xxxxx Xxxxx Management
as Investment Advisor,
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President
THE NORINCHUKIN BANK, NEW YORK BRANCH through State Street Bank and Trust
Company N.A. as Fiduciary Custodian
By: Xxxxx Xxxxx Management, Attorney-in-Fact,
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President
XXXXX XXXXX
VT FLOATING-RATE INCOME FUND
By: Xxxxx Xxxxx Management
as Investment Advisor,
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

XXXXX XXXXX
LIMITED DURATION INCOME FUND
By: Xxxxx Xxxxx Management
as Investment Advisor,
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President
XXXXX XXXXX SENIOR
FLOATING-RATE TRUST
By: Xxxxx Xxxxx Management
as Investment Advisor,
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President
XXXXX XXXXX FLOATING-RATE
INCOME TRUST
By: Xxxxx Xxxxx Management
as Investment Advisor,
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

XXXXX XXXXX SHORT DURATION
DIVERSIFIED INCOME FUND
By: Xxxxx Xxxxx Management
as Investment Advisor,
as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President
Blackhawk Global Floating Rate Income Trust
Blackhawk Limited Duration Income Trust
Blackhawk Senior Income Series
Blackhawk Senior Income Series II
Magnelite IV CLO, Limited
Magnelite V CLO, Limited
Senior Loan Fund,
as a Lender
By:		/s/ Xxx Xxxxxxx
Name:		Xxx Xxxxxxx
Title:		Auth. Sig.
The Sumitomo Trust and Banking Co., Ltd.
New York Branch
By:		/s/ Xxxxxxxxx X. Xxxxx
Name:		Xxxxxxxxx X. Xxxxx
Title:		Vice President

ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD.
By:		Ares Enhanced Loan Management, L.P.
Its:		Investment Manager
By:		Ares Enhanced Loan GP, LLC
Its:		General Partner
By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		Vice President
Ares V CLO Ltd.
By:		Ares CLO Management V, L.P.,
Its:		Investment Manager
By:		Ares CLO GP V, LLC,
Its:		Managing Member
By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		Vice President

Ares VIII CLO Ltd.
By:		Ares CLO Management VIII, L.P.,
Its:		Investment Manager
By:		Ares CLO GP VIII, LLC,
Its:		General Partner
By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		Vice President
Ares IX CLO Ltd.
By:		Ares CLO Management IX, L.P.
Its:		Investment Manager
By:		Ares CLO GP IX, LLC
Its:		General Partner
By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		Vice President

FRANKLIN STRATEGIC SERIES-FRANKLIN
STRATEGIC INCOME FUND,
as a Lender
By:		/s/ Xxxxxxx Xxx
Name:		Xxxxxxx Xxx
Title:		Vice President
XXXXXXXX XXXXXXXXX
XXX. DURATION INCOME TRUST,
as a Lender
By:		/s/ Xxxxxxx Xxx
Name:		Xxxxxxx Xxx
Title:		Vice President
FRANKLIN FLOATING RATE
DAILY ACCESS FUND,
as a Lender
By:		/s/ Xxxxxxx Xxx
Name:		Xxxxxxx Xxx
Title:		Vice President

FRANKLIN FLOATING RATE
MASTER SERIES,
as a Lender
By:		/s/ Xxxxxxx Xxx
Name:		Xxxxxxx Xxx
Title:		Vice President
FRANKLIN CLO II, LIMITED,
as a Lender
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Vice President
FRANKLIN CLO III, LIMITED,
as a Lender
By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Vice President

ING PRIME RATE TRUST
By: ING Investment Management Co.
as its Investment Manager
By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Vice President
ING SENIOR INCOME FUND
By: ING Investment Management Co.
as its Investment Manager
By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Vice President

JUPITER LOAN FUNDING LLC,
as a Lender
By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Assistant Vice President
PPM MONARCH BAY FUNDING LLC,
as a Lender
By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Assistant Vice President
PPM SHADOW CREEK FUNDING LLC,
as a Lender
By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Assistant Vice President

PPM SPYGLASS FUNDING TRUST,
as a Lender
By:		/s/ Xxx X. Xxxxxx
Name:		Xxx X. Xxxxxx
Title:		Authorized Agent
ELF Funding Trust III
By: New York Life Investment Management LLC,
as Attorney-in-Fact,
as a Lender
By:		/s/ Xxxxxx X. Xxxx
Name:		Xxxxxx X. Xxxx
Title:		Managing Director
NYLIM Institutional Floating Rate Fund, L.P.
By: New York Life Investment Management LLC,
its Investment Manager,
as a Lender
By:		/s/ Xxxxxx X. Xxxx
Name:		Xxxxxx X. Xxxx
Title:		Managing Director

MainStay Floating Rate Fund, a series of Eclipse Funds, Inc.
By: New York Life Investment Management LLC,
as a Lender
By:		/s/ Xxxxxx X. Xxxx
Name:		Xxxxxx X. Xxxx
Title:		Managing Director
New York Life Insurance Company,
as a Lender
By:		/s/ Xxxxxx X. Xxxx
Name:		Xxxxxx X. Xxxx
Title:		Managing Director
New York Life Insurance and Annuity Corporation
By: New York Life Investment Management LLC,
its Investment Manager,
as a Lender
By:		/s/ Xxxxxx X. Xxxx
Name:		Xxxxxx X. Xxxx
Title:		Managing Director

Xxxxxxxxx Vantage CLO, Ltd
By: Xxxxxxxxx Capital Partners, LLC
as its Asset Manager,
as a Lender
By:		/s/ Xxxxxxxxxxx X. Xxxxxx
Name:		Xxxxxxxxxxx X. Xxxxxx
Title:		Managing Partner
XL Re Ltd.
By: Xxxxxxxxx Capital Partners, LLC
as its Collateral Manager,
as a Lender
By:		/s/ Xxxxxxxxxxx X. Xxxxxx
Name:		Xxxxxxxxxxx X. Xxxxxx
Title:		Managing Partner
Windsor Loan Funding, Limited
By: Xxxxxxxxx Capital Partners, LLC
as its Investment Manager,
as a Lender
By:		/s/ Xxxxxxxxxxx X. Xxxxxx
Name:		Xxxxxxxxxxx X. Xxxxxx
Title:		Managing Partner

Xxxxxx Trust,
as a Lender
By:		/s/ Xxxxx X. Xxxx
Name:		Xxxxx X. Xxxx
Title:		Authorized Signatory
CSAM Funding III,
as a Lender
By:		/s/ Xxxxx X. Xxxx
Name:		Xxxxx X. Xxxx
Title:		Authorized Signatory
Atrium IV,
as a Lender
By:		/s/ Xxxxx X. Xxxx
Name:		Xxxxx X. Xxxx
Title:		Authorized Signatory

TRS Callisto LLC,
as a Lender
By:		/s/ Xxxxxxx X’Xxxxxx
Name:		Xxxxxxx X’Xxxxxx
Title:		Vice President
MUIRFIELD TRADING LLC,
as a Lender
By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Assistant Vice President
Hanover Square CLO Ltd.
By: Blackstone Debt Advisors L.P.
as Collateral Manager,
as a Lender
By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Managing Director

Monument Park CDO Ltd.
By: Blackstone Debt Advisors L.P.
as Collateral Manager,
as a Lender
By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Managing Director
Essex Park CDO Ltd.
By: Blackstone Debt Advisors L.P.
as Collateral Manager,
as a Lender
By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Managing Director
Loan Funding VI LLC,
for itself or as agent for
Corporate Loan Funding VI LLC,
as a Lender
By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Managing Director