SEVENTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.2

SEVENTH AMENDMENT TO CREDIT AGREEMENT

THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT dated as of May 11, 2009 (the “Amendment”) is entered into among Georgia Gulf Corporation, a Delaware corporation (“GGC”), Royal Group, Inc. (formerly known as Royal Group Technologies Limited), a Canadian federal corporation (the “Canadian Borrower”; together with GGC, the “Borrowers”), the Guarantors, the Lenders party hereto, Bank of America, National Association, as Domestic Administrative Agent and Bank of America, National Association acting through its Canada branch, as Canadian Administrative Agent.  All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

RECITALS

WHEREAS, the Borrowers, the Guarantors, the Lenders, Bank of America, National Association, as Domestic Administrative Agent, Domestic Collateral Agent and Domestic L/C Issuer, Bank of America, National Association acting through its Canada branch, as Canadian Administrative Agent, Canadian Collateral Agent and Canadian L/C Issuer and The Bank of Nova Scotia, as Canadian Swing Line Lender entered into that certain Credit Agreement dated as of October 3, 2006 (as amended from time to time, the “Credit Agreement”); and

WHEREAS, GGC has requested that the Lenders amend the Credit Agreement as set forth below;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Amendments.

(a) The following definitions are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:

“April 15 Interest Payments” means the interest payments due on April 15, 2009 under the 2006 Senior Notes and the 2006 Senior Subordinated Notes.

“Cutoff Date” has the meaning specified in Section 6.07.

“Waiver/Forbearance Agreement” has the meaning specified in Section 6.07.

(b) The first sentence of Section 6.07 of the Credit Agreement is hereby amended by replacing the proviso at the end thereof with the following:

“; provided that neither (1) the failure of GGC or any Subsidiary to make the April 15 Interest Payments nor (2) any cross-default occurring under the 2006 Senior Notes Documents, the 2006 Senior Subordinated Notes Documents or the 2003 Senior Notes Documents solely as a result of the failure to make the April 15 Interest Payments shall render inaccurate the foregoing representation unless any portion of the April 15 Interest Payments remains unpaid on the earlier of (such earlier date, the “Cutoff Date”)

(x) the first date on which holders of 25% or more of the aggregate principal amount of the outstanding 2006 Senior Notes, 2006 Senior Subordinated Notes or 2003 Senior Notes shall have the right (after giving effect to any amendment, waiver and/or forbearance agreements (each a “Waiver/Forbearance Agreement”) then in effect) to accelerate (or to instruct the applicable trustee to accelerate) the Indebtedness under the 2006 Senior Notes, the 2006 Senior Subordinated Notes or the 2003 Senior Notes, respectively, or to exercise (or to instruct the applicable trustee to exercise) any other remedies against the Company or any of its Subsidiaries as a result of the Company’s failure to make the April 15 Interest Payments and (y) June 15, 2009.”

(c) Section 7.04 of the Credit Agreement is hereby amended by replacing the proviso at the end thereof with the following:

“; provided that the failure of any Loan Party to make the April 15 Interest Payments shall not constitute a breach of this covenant unless any portion of the April 15 Interest Payments remains unpaid on the Cutoff Date.”

(d) Section 9.01(f)(i)(A) of the Credit Agreement is hereby amended by replacing the parenthetical immediately following the word “due” with the following parenthetical:

“(or, in the case of the April 15 Interest Payments, prior to the Cutoff Date)”.  For avoidance of doubt, it is understood and agreed that the failure to have made any such payment prior to the Cutoff Date shall not constitute a Default.

(e) Section 9.01(f)(i)(B) of the Credit Agreement is hereby amended by:

(i) inserting “(except, with respect to the 2006 Senior Notes, the 2006 Senior Subordinated Notes or the 2003 Senior Notes, after giving effect to any Waiver/Forbearance Agreement then in effect)” immediately following “the effect of which default or other event”; and

(ii) inserting the following proviso immediately following “demanded” at the end thereof:

“; provided that, solely with respect to a default or other event that permits a trustee on behalf of the holders or beneficiaries of the 2006 Senior Notes, the 2006 Senior Subordinated Notes or the 2003 Senior Notes to cause, with the giving of notice if required, the applicable Indebtedness to be demanded or to become due and payable, if such default or other event results solely from the failure of GGC or any Subsidiary to make the April 15 Interest Payments, then such default or other event shall not constitute an Event of Default pursuant to this Section 9.01(f)(i)(B) unless (x) any portion of the April 15 Interest Payments remains unpaid on the Cutoff Date or (y) such trustee shall have caused, with the giving of notice if required, the applicable Indebtedness to be demanded or to become due and payable”

(f) Section 9.01(n) of the Credit Agreement is hereby amended by adding the following proviso at the end thereof:

“; provided that the occurrence of an “Event of Default” under, and as defined in, the 2003 Senior Notes Documents that results solely from the failure of GGC or any Subsidiary to make the April 15 Interest Payments (including, for the avoidance of doubt,

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pursuant to any cross-default provision) shall not constitute an Event of Default pursuant to this Section 9.01(n) unless any portion of the April 15 Interest Payments remains unpaid on the Cutoff Date.”

(g) Section 9.01(o) of the Credit Agreement is hereby amended by adding the following proviso at the end thereof:

“; provided that the occurrence of an “Event of Default” under, and as defined in, the 2006 Senior Notes Documents that results solely from the failure of GGC or any Subsidiary to make the April 15 Interest Payments (including, for the avoidance of doubt, pursuant to any cross-default provision) shall not constitute an Event of Default pursuant to this Section 9.01(o) unless any portion of the April 15 Interest Payments remains unpaid on the Cutoff Date.”

(h) Section 9.01(p) of the Credit Agreement is hereby amended by adding the following proviso at the end thereof:

“; provided that the occurrence of an “Event of Default” under, and as defined in, the 2006 Senior Subordinated Debt Documents that results solely from the failure of GGC or any Subsidiary to make the April 15 Interest Payments (including, for the avoidance of doubt, pursuant to any cross-default provision) shall not constitute an Event of Default pursuant to this Section 9.01(p) unless any portion of the April 15 Interest Payments remains unpaid on the Cutoff Date.”

Section 2. Conditions Precedent.  This Amendment shall be effective upon satisfaction of the following conditions precedent (the date on which such conditions have been satisfied, the “Amendment Effective Date”):

(a) Receipt by the Domestic Administrative Agent of counterparts of this Amendment duly executed by the Borrowers, the Guarantors, the Required Lenders, the Required Domestic Revolving Lenders, the Required Canadian Revolving Lenders and Bank of America, N.A., as Administrative Agent;

(b) Receipt by the Domestic Administrative Agent (i) for the account of (x) each Lender that has the right under the Credit Agreement to approve this Amendment and that has executed this Amendment on or prior to 3:00 p.m., New York City time, on May 11, 2009 and (y) each other Lender that has the right under the Credit Agreement to approve this Amendment and that has not been given the opportunity to access this Amendment and consent thereto (each of the Lenders described in the foregoing clauses (x) and (y) a “Consenting Lender”), a fee equal to 0.05% of the aggregate amount of each such Consenting Lender’s (A) Canadian Revolving Commitment, (B) Canadian Swing Line Commitment, (C) Domestic Revolving Commitment and (D) portion of the Term Loan outstanding and (ii) any fees and expenses of the Administrative Agents (including reasonable attorneys’ fees of the Administrative Agents) in connection with the Loan Documents;

(c) Receipt by BAS of all fees, expenses and other amounts that have become due and payable to BAS, in its capacity as arranger of the Amendment, on or prior to the Amendment Effective Date pursuant to that certain letter agreement dated as of May 6, 2009 between GGC and BAS; and

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(d) Receipt by any Administrative Agent of such other documents, instruments, agreements and information as reasonably requested by such Administrative Agent.

Section 3. Release.

(a) Each Loan Party and its respective successors, assigns and legal representatives (collectively, the “Releasors”), releases, acquits and forever discharges each Administrative Agent and each Lender (collectively, the “Lender Parties”), and their respective subsidiaries, parents, affiliates, officers, directors, employees, agents, attorneys, advisors, successors and assigns, both present and former (collectively, the “Lender Party Affiliates”), from any and all manner of losses, costs, defenses, damages, liabilities, deficiencies, actions, causes of action, suits, debts, controversies, damages, judgments, executions, claims, demands and out-of-pocket expenses whatsoever, asserted or unasserted, known or unknown, foreseen or unforeseen, in contract, tort, law or equity (generically, “Claims”), that any Releasor has or may have against any of the Lender Parties and/or the Lender Party Affiliates by reason of any action, failure to act, event, statement, accusation, assertion, matter or thing whatsoever arising from or based on facts occurring prior to the Amendment Effective Date that arises out of or is connected to the Loan Documents, the Loans and the Letters of Credit, including but not limited to any Claims or defense that relates to, in whole or in part, directly or indirectly:  (i) the Credit Agreement or any other Loan Document or the transactions contemplated thereby; (ii) the making of any Loans or issuance of Letters of Credit under the Loan Documents; (iii) any actual or proposed use by the Loan Parties of the proceeds of the Loans or Letters of Credit; (iv) any actions or omissions of any Lender Party or Lender Party Affiliate in connection with the initiation or continuing exercise of any right or remedy contained in the Loan Documents at law or in equity; (v) the making or administration of the Loans, including without limitation, any such claims and defenses based on fraud, mistake, duress, usury or misrepresentation, or any other claim based on so-called “lender liability theories”; (vi) any covenants, agreements, duties or obligations set forth in the Loan Documents; (vii) lost profits, (viii) loss of business opportunity, (ix) increased financing costs, (x) increased legal or other administrative fees or (xi) damages to business reputation.

(b) Each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby unconditionally and irrevocably agrees that it will not xxx any Lender Party or Lender Party Affiliate on the basis of any Claim released, remised and discharged by such Loan Party pursuant to this Section 3.  If any Loan Party or any of their respective successors, assigns or other legal representatives violates the foregoing covenant, each Loan Party, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Lender Party or Lender Party Affiliate may sustain as a result of such violation, all reasonable and documented attorneys’ fees and costs incurred by any Lender Party or Lender Party Affiliate as a result of such violation.

Section 4. Miscellaneous.

(a) GGC shall deliver to the Administrative Agent copies of each Waiver/Forbearance Agreement immediately upon the effectiveness thereof, and agrees that its failure to do so within two days after the effectiveness thereof shall constitute an Event of Default.

(b) The Credit Agreement, and the obligations of the Loan Parties thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.

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(c) Each Guarantor (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the Loan Documents.

(d) The Borrowers and the Guarantors hereby represent and warrant as follows:

(i) Each Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(ii) This Amendment has been duly executed and delivered by the Loan Parties and constitutes each of the Loan Parties’ legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(iii) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by any Loan Party of this Amendment.

(e) The Loan Parties represent and warrant to the Lenders that after giving effect to this Amendment (i) the representations and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in each other Loan Document are true and correct in all material respects as of the date hereof and will be true and correct in all material respects as of the Amendment Effective Date with the same effect as if made on and as of such dates, except to the extent such representations and warranties expressly relate solely to an earlier date and (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default.

(f) Each Loan Party hereby ratifies and confirms the security interest in and to all Collateral granted to the Collateral Agent pursuant to the Collateral Documents and the perfected, first priority status of such security interest as set forth therein (subject only to liens which are permitted by the terms of the Loan Documents to be prior to the Lien of the Collateral Agent).

(g) In the event that the Amendment Effective Date occurs during the period beginning at 5:00 p.m. on May 11, 2009 through and including the day preceding the Cutoff Date, the Lenders hereby waive, solely during the period beginning at 5:00 p.m. on May 11, 2009 through and including the Amendment Effective Date, any Event of Default under Section 9.01(f), 9.01(n), 9.01(o) or 9.01(p) of the Credit Agreement arising solely from the Company’s failure to make the April 15 Interest Payments.  The waiver granted pursuant to this Section 4(f) shall be limited precisely as written, and shall not extend to any Default or Event of Default under any other provision of the Credit Agreement.

(h) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of an executed counterpart of this Amendment by telecopy shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

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(i) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

BORROWERS:		GEORGIA GULF CORPORATION,
		a Delaware corporation, as a Borrower and, with respect to the Canadian Obligations, as a Guarantor
		By:	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Chief Financial Officer
		ROYAL GROUP, INC. (formerly known as ROYAL GROUP TECHNOLOGIES LIMITED), a Canadian federal corporation, as a Borrower
		By:	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Chief Financial Officer

DOMESTIC GUARANTORS:		GEORGIA GULF CHEMICALS & VINYLS, LLC, a Delaware limited liability company
		By:	/s/ Xxxxxxx Xxxxxxxx
			Name: Xxxxxxx Xxxxxxxx
			Title: Vice President
		GEORGIA GULF LAKE XXXXXXX, LLC, a Delaware limited liability company
		By:	/s/ Xxxxxxx Xxxxxxxx
			Name: Xxxxxxx Xxxxxxxx
			Title: Vice President
		GREAT RIVER OIL & GAS CORPORATION, a Delaware corporation
		By:	/s/ Xxxxxxx Xxxxxxxx
			Name: Xxxxxxx Xxxxxxxx
			Title: Vice President
		ROME DELAWARE CORP., a Delaware corporation
		By:	/s/ Xxxxxxx Xxxxxxxx
			Name: Xxxxxxx Xxxxxxxx
			Title: Vice President
		ROYAL PLASTICS GROUP (U.S.A.) LIMITED, a Delaware corporation
		By:	/s/ Xxxxxxx Xxxxxxxx
			Name: Xxxxxxx Xxxxxxxx
			Title: Vice President

		PLASTIC TRENDS, INC., a Michigan corporation
		By:	/s/ Xxxxxxx Xxxxxxxx
			Name: Xxxxxxx Xxxxxxxx
			Title: Vice President
		ROYAL OUTDOOR PRODUCTS, INC., an Indiana corporation
		By:	/s/ Xxxxxxx Xxxxxxxx
			Name: Xxxxxxx Xxxxxxxx
			Title: Vice President
		ROYAL WINDOW AND DOOR PROFILES PLANT 13 INC., a Pennsylvania corporation
		By:	/s/ Xxxxxxx Xxxxxxxx
			Name: Xxxxxxx Xxxxxxxx
			Title: Vice President
		ROYAL WINDOW AND DOOR PROFILES PLANT 14 INC., a Washington corporation
		By:	/s/ Xxxxxxx Xxxxxxxx
			Name: Xxxxxxx Xxxxxxxx
			Title: Vice President
		ROYAL WINDOW COVERINGS (USA) L.P., a Texas limited partnership
		By: NOVO MANAGEMENT, INC.,
		a Nevada corporation, its Managing Partner
		By:	/s/ Xxxxxxx Xxxxxxxx
			Name: Xxxxxxx Xxxxxxxx
			Title: Vice President

	ROYAL MOULDINGS LIMITED, a Nevada corporation
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		Title: Vice President
	ROYAL GROUP SALES (USA) LIMITED., a Nevada Corporation
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name:
		Title:

CANADIAN GUARANTORS:	ROME ACQUISITION HOLDING CORP., a Nova Scotia unlimited liability company
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		Title: Vice President
	6632149 CANADA INC.,
	a Canadian federal corporation
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		Title: Vice President
	XXXXX XXXX, AS SOLE TRUSTEE OF THE ROYBRIDGE FINANCING TRUST/LA FIDUCIE DE FINANCEMENT ROYBRIDGE,
	a trust formed under the laws of the Province of Quebec
	/s/ Xxxxx Xxxx
	Name: Xxxxx Xxxx

DOMESTIC	BANK OF AMERICA, N.A.
ADMINISTRATIVE AGENT:	as Domestic Administrative Agent and
	Domestic Collateral Agent
	By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	SVP
CANADIAN	BANK OF AMERICA, N.A.
ADMINISTRATIVE AGENT	acting through its Canada branch, as Canadian Administrative Agent and Canadian Collateral Agent
	By:	/s/ Xxxxxx Sales xx Xxxxxxx
	Name:	Xxxxxx Sales xx Xxxxxxx
	Title:	Vice President

LENDERS			[LENDER]
AND L/C ISSUERS:			as a Lender and a [Domestic] [Canadian] L/C Issuer
			By:	/s/ Xxxxx X. Xxxxx
			Name:	Xxxxx X. Xxxxx
			Title:	SVP
ABN AMRO BANK, N.V.			AMERIPRISE CERTIFICATE COMPANY
as a Canadian Revolving Lender			as a Lender
By:	/s/ Xxxxx X. Xxxxx		By:	/s/ Xxxxx X. Xxxxxxx
Name:	Xxxxx X. Xxxxx		Name:	Xxxxx X. Xxxxxxx
Title:	Senior Vice President		Title:	Assistant Vice President
By:	/s/ Xxxxxx X. Xxxxxxx
Name:	Xxxxxx X. Xxxxxxx
Title:	Senior Vice President
AMMC CLO III, LIMITED			AMMC CLO IV, LIMITED
By: American Money Management Corp.,			By: American Money Management Corp., as
as Collateral Manager as a Lender			Collateral Manager as a Lender
By:	/s/ Xxxxx X. Xxxxx		By:	/s/ Xxxxx X. Xxxxx
Name:	Xxxxx X. Xxxxx		Name:	Xxxxx X. Xxxxx
Title:	Senior Vice President		Title:	Senior Vice President
AMMC CLO VI, LIMITED			AMMC VII, LIMITED
By: American Money Management Corp.,			By: American Money Management Corp., as
as Collateral Manager as a Lender			Collateral Manager as a Lender
By:	/s/ Xxxxx X. Xxxxx		By:	/s/ Xxxxx X. Xxxxx
Name:	Xxxxx X. Xxxxx		Name:	Xxxxx X. Xxxxx
Title:	Senior Vice President		Title:	Senior Vice President

AMMC VIII, LIMITED			APOSTLE XXXXXX XXXXXX SENIOR
By: American Money Management Corp.,			LOAN FUND as a Lender
as Collateral Manager as a Lender
			By:	Please See Following Page:
By:	/s/ Xxxxx X. Xxxxx		Name:
Name:	Xxxxx X. Xxxxx		Title:
Title:	Senior Vice President
			APOSTLE XXXXXX XXXXXX SENIOR LOAN FUND, As Lender
			By: Xxxxxx, Xxxxxx & Company, L.P.
			Its Investment Manager
			By: Xxxxxx, Xxxxxx & Company, Incorporated
			Its General Partner
			By:	/s/ Xxxx X. Xxxx
			Name:	Xxxx X. Xxxx
			Title:	Vice President
ARIZONA STATE RETIREMENT SYSTEM BY: PYRAMIS GLOBAL ADVISORS TRUST COMPANY, AS INVESTMENT MANAGER UNDER POWER OF ATTORNEY as a Lender			THE ASSETS MANAGEMENT COMMITTEE OF THE COCA-COLA COMPANY MASTER RETIREMENT TRUST, BY: PYRAMIS GLOBAL ADVISORS TRUST COMPANY, AS
			INVESTMENT MANAGER UNDER
By:	/s/ Xxxxx Xxxxxxxx		POWER OF ATTORNEY as a Lender
Name:	Xxxxx Xxxxxxxx
Title:	VP		By:	/s/ Xxxxx Xxxxxxxx
			Name:	Xxxxx Xxxxxxxx
XXXXXX CLO LTD. 2004-I			Title:	XX
XXXXXX CLO LTD. 2005-I
BABSON CLO LTD. 2005-II			BALTIC FUNDING LLC as a Lender
BABSON CLO LTD. 2005-III
BABSON CLO LTD. 2006-II			By:	/s/ Xxxx X. Xxxxx
XXXXXX CLO LTD. 2007-I			Name:	Xxxx X. Xxxxx
SAPPHIRE VALLEY CDO I, LTD.			Title:	Assistant Vice President
SUFFIELD CLO, LIMITED as Lenders
By: Babson Capital Management LLC as			BANK OF AMERICA, N.A.
Collateral Manager			acting through its Canada branch, as a Lender and a Canadian L/C Issuer
By:	/s/ Xxxxxxxx Xxxxxx
Name:	Xxxxxxxx Xxxxxx		By:	/s/ Xxxxxx Sales xx Xxxxxxx
Title:	Director		Name:	Xxxxxx Sales xx Xxxxxxx
			Title:	Vice President

MAPLEWOOD (CAYMAN) LIMITED as a Lender			THE BANK OF NOVA SCOTIA as a Lender and a Canadian L/C Issuer
By: Babson Capital Management LLC as
Investment Manager			By:	/s/ Xxxx Xxxxx
			Name:	Xxxx Xxxxx
By:	/s/ Xxxxxxxx Xxxxxx		Title:	Managing Director, Special Accounts
Name:	Xxxxxxxx Xxxxxx		Management
Title:	Director
			BANK OF TOKYO-MITSUBISHI UFJ
JFIN CLO 2007 LTD. as a Lender			TRUST COMPANY as a Lender and a
By: Jefferies Finance LLC as Collateral			Domestic L/C Issuer
Manager
			By:	/s/ Xxxxx Xxxx
By:	/s/ Xxxxxx Xxxxxx		Name:	Xxxxx Xxxx
Name:	Xxxxxx Xxxxxx		Title:	VP and Manager
Title:	Director
BASSO MULTI-STRATEGY HOLDING			BROWNSTONE PARTNERS
FUND LTD. as a Lender			CATALYST MASTER FUND, LTD. as a
			Lender
By:	/s/ Xxxxxx X. Xxxxxxx		By: Brownstone Asset Management, LP
Name:	Xxxxxx X. Xxxxxxx
Title:	Chief Operating Officer		By:	/s/ Xxxxx Xxxxxxxxx
			Name:	Xxxxx Xxxxxxxxx
			Title:	CFO
CARLYLE HIGH YIELD PARTNERS 2008-1, LTD. as a Lender			CARLYLE HIGH YIELD PARTNERS IV, LTD. as a Lender
By:	/s/ Xxxxx Xxxx		By:	/s/ Xxxxx Xxxx
Name:	Xxxxx Xxxx		Name:	Xxxxx Xxxx
Title:	Managing Director		Title:	Managing Director
CARLYLE HIGH YIELD PARTNERS IX, LTD. as a Lender			CARLYLE LOAN INVESTMENT LTD., as a Lender
By:	/s/ Xxxxx Xxxx		By:	/s/ Xxxxx Xxxx
Name:	Xxxxx Xxxx		Name:	Xxxxx Xxxx
Title:	Managing Director		Title:	Managing Director
CENTURION CDO VI, LTD.			CENTURION CDO VII, LIMITED
By: RiverSource Investments, LLC as Collateral Manager as a Lender			By: RiverSource Investments, LLC as Collateral Manager as a Lender
By:	/s/ Xxxxx X. Xxxxxxx		By:	/s/ Xxxxx X. Xxxxxxx
Name:	Xxxxx X. Xxxxxxx		Name:	Xxxxx X. Xxxxxxx
Title:	Director of Operations		Title:	Director of Operations

CENTURION CDO 8, LIMITED			CENTURION CDO 9, LTD.
By: RiverSource Investments, LLC as Collateral Manager as a Lender			By: RiverSource Investments, LLC as Collateral Manager as a Lender
By:	/s/ Xxxxx X. Xxxxxxx		By:	/s/ Xxxxx X. Xxxxxxx
Name:	Xxxxx X. Xxxxxxx		Name:	Xxxxx X. Xxxxxxx
Title:	Director of Operations		Title:	Director of Operations
CENT CDO 10 LIMITED			CENT CDO XI, LIMITED
By: RiverSource Investments, LLC as Collateral Manager as a Lender			By: RiverSource Investments, LLC as Collateral Manager as a Lender
By:	/s/ Xxxxx X. Xxxxxxx		By:	/s/ Xxxxx X. Xxxxxxx
Name:	Xxxxx X. Xxxxxxx		Name:	Xxxxx X. Xxxxxxx
Title:	Director of Operations		Title:	Director of Operations
CENT CDO 12 LIMITED			CENT CDO 14 LIMITED
By: RiverSource Investments, LLC as Collateral Manager as a Lender			By: RiverSource Investments, LLC as Collateral Manager as a Lender
By:	/s/ Xxxxx X. Stanci		By:	/s/ Xxxxx X. Xxxxxxx
Name:	Xxxxx X. Xxxxxxx		Name:	Xxxxx X. Xxxxxxx
Title:	Director of Operations		Title:	Director of Operations
CENT CDO 15 LIMITED			CITIBANK, N.A. as a Lender and a Domestic
By: RiverSource Investments, LLC as			L/C Issuer
Collateral Manager as a Lender
			By:	/s/ Xxxxx Xxxxxxxx
By:	/s/ Xxxxx X. Xxxxxxx		Name:	Xxxxx Xxxxxxxx
Name:	Xxxxx X. Xxxxxxx		Title:	Attorney-in-Fact
Title:	Director of Operations
COA CLO FINANCING LTD.			COMMONWEALTH OF
By: FS COA Management LLC, as Portfolio Manager as a Lender			MASSACHUSETTS PENSION RESERVES INVESTMENT MANAGEMENT BOARD,
			BY: PYRAMIS GLOBAL ADVISORS
By:	/s/ Xxxx X. Xxxxxx		TRUST COMPANY, AS INVESTMENT
Name:	Xxxx X. Xxxxxx		MANAGER UNDER POWER OF
Title:	Manager		ATTORNEY as a Lender
			By:	/s/ Xxxxx Xxxxxxxx
			Name:	Xxxxx Xxxxxxxx
			Title:	VP

CONTINENTAL CASUALTY COMPANY			XXXXX XXXXX CDO VII PLC
as a Lender			By: Xxxxx Xxxxx Management
			as Interim Investment Advisor as a Lender
By:	/s/ Xxxxxxx X. XxXxxx
Name:	Xxxxxxx X. XxXxxx		By:	/s/ Xxxxxxx X. Xxxxxxx
Title:	Vice President and Assistant Treasurer		Name:	Xxxxxxx X. Xxxxxxx
			Title:	Vice President
XXXXX XXXXX CDO VIII, LTD.			XXXXX XXXXX CDO IX LTD.
By: Xxxxx Xxxxx Management			By: Xxxxx Xxxxx Management
as Investment Advisor as a Lender			as Investment Advisor as a Lender
By:	/s/ Xxxxxxx X. Xxxxxxx		By:	/s/ Xxxxxxx X. Xxxxxxx
Name:	Xxxxxxx X. Xxxxxxx		Name:	Xxxxxxx X. Xxxxxxx
Title:	Vice President		Title:	Vice President
XXXXX XXXXX CDO X PLC			XXXXX XXXXX FLOATING-RATE
By: Xxxxx Xxxxx Management			INCOME TRUST
as Investment Advisor as a Lender			By: Xxxxx Xxxxx Management
			as Investment Advisor as a Lender
By:	/s/ Xxxxxxx X. Xxxxxxx
Name:	Xxxxxxx X. Xxxxxxx		By:	/s/ Xxxxxxx X. Xxxxxxx
Title:	Vice President		Name:	Xxxxxxx X. Xxxxxxx
			Title:	Vice President
XXXXX INSTITUTIONAL SENIOR LOAN FUND			XXXXX XXXXX LOAN OPPORTUNITIES FUND, LTD.
By: Xxxxx Xxxxx Management			By: Xxxxx Xxxxx Management
as Investment Advisor as a Lender			as Investment Advisor as a Lender
By:	/s/ Xxxxxxx X. Xxxxxxx		By:	/s/ Xxxxxxx X. Xxxxxxx
Name:	Xxxxxxx X. Xxxxxxx		Name:	Xxxxxxx X. Xxxxxxx
Title:	Vice President		Title:	Vice President
XXXXX XXXXX LIMITED DURATION INCOME FUND			XXXXX XXXXX SENIOR FLOATING- RATE TRUST
By: Xxxxx Xxxxx Management			By: Xxxxx Xxxxx Management
as Investment Advisor as a Lender			as Investment Advisor as a Lender
By:	/s/ Xxxxxxx X. Xxxxxxx		By:	/s/ Xxxxxxx X. Xxxxxxx
Name:	Xxxxxxx X. Xxxxxxx		Name:	Xxxxxxx X. Xxxxxxx
Title:	Vice President		Title:	Vice President

XXXXX XXXXX SENIOR INCOME TRUST				XXXXX XXXXX SHORT DURATION DIVERSIFIED INCOME FUND
By:	Xxxxx Xxxxx Management			By:	Xxxxx Xxxxx Management
	as Investment Advisor as a Lender				as Investment Advisor as a Lender
By:		/s/ Xxxxxxx X. Xxxxxxx		By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx		Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President		Title:		Vice President
XXXXX XXXXX VT FLOATING-RATE INCOME FUND				FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR FLOATING RATE HIGH
By:	Xxxxx Xxxxx Management			INCOME FUND as a Lender
	as Investment Advisor as a Lender
				By:		/s/ Xxxx Xxxx
By:		/s/ Xxxxxxx X. Xxxxxxx		Name:		Xxxx Xxxx
Name:		Xxxxxxx X. Xxxxxxx		Title:		Assistant Treasurer
Title:		Vice President
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR HIGH INCOME ADVANTAGE FUND as a Lender				FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR LEVERAGED COMPANY STOCK FUND as a Lender
By:		/s/ Xxxx Xxxx		By:		/s/ Xxxx Xxxx
Name:		Xxxx Xxxx		Name:		Xxxx Xxxx
Title:		Assistant Treasurer		Title:		Assistant Treasurer
FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY HIGH INCOME CENTRAL FUND 2 as a Lender				FIDELITY SECURITIES FUND: FIDELITY LEVERAGED COMPANY STOCK FUND as a Lender
By:		/s/ Xxxx Xxxx		By:		/s/ Xxxx Xxxx
Name:		Xxxx Xxxx		Name:		Xxxx Xxxx
Title:		Assistant Treasurer		Title:		Assistant Treasurer
FIDELITY SUMMER STREET TRUST: FIDELITY HIGH INCOME FUND as a				THE FOOTHILL GROUP, LLC as a Lender
Lender				By:		/s/ Xxxxxx Xxxxxx
				Name:		Xxxxxx Xxxxxx
By:		/s/ Xxxx Xxxx		Title:		Senior Vice President
Name:		Xxxx Xxxx
Title:		Assistant Treasurer

GALAXY X CLO, LTD.			GALLATIN CLO II 2005-1 LTD.
By: AIG Global Investment Corp. As Collateral Manager			By: UrsaMine Credit Advisors, LLC as its Collateral Manager as a Lender
AIG-BANK LOAN FUND LTD.			By:	/s/ Xxxxx Xxxxxxxxxx
By: AIG Global Investment Corp., Its			Name:	Xxxxx Xxxxxxxxxx
Investment Manager			Title:	Principal
SUNAMERICA SENIOR FLOATING RATE FUND, INC.			GALLATIN CLO III 2007-1 LTD. AS ASSIGNEE
By: AIG-Global Investment Corp., Investment Sub-Adviser			By: UrsaMine Credit Advisors, LLC as its Collateral Manager as a Lender
AIG ANNUNITY INSURANCE			By:	/s/ Xxxxx Xxxxxxxxxx
COMPANY			Name:	Xxxxx Xxxxxxxxxx
By: AIG Global Investment Corp. Inc. Ts			Title:	Principal
Investment Advisor
By:	/s/ W. Xxxxxxx Xxxxxx
Name:	W. Xxxxxxx Xxxxxx
Title:	Managing Director
GALLATIN FUNDING I LTD.			GENERAL ELECTRIC CAPITAL
By: UrsaMine Credit Advisors, LLC as its			CORPORATION as a Lender
Collateral Manager as a Lender
			By:	/s/ Xxxxxxx X. Xxxx
By:	/s/ Xxxxx Xxxxxxxxxx		Name:	Xxxxxxx X. Xxxx
Name:	Xxxxx Xxxxxxxxxx		Title:	Duly Authorized Signatory
Title:	Principal
XXXXXXX XXXXX LENDING			XXXXXXX & CO.
PARTNERS LLC as a Lender			By: Boston Management and Research as
			Investment Advisor as a Lender
By:	/s/ Xxxxxx Xxxxxx
Name:	Xxxxxx Xxxxxx		By:	/s/ Xxxxxxx X. Xxxxxxx
Title:	Vice President		Name:	Xxxxxxx X. Xxxxxxx
			Title:	Vice President
XXXXXXX CLO II 2004-1 LTD.			GULF STREAM-RASHINBAN CLO 2006-I
By: UrsaMine Credit Advisors, LLC as its			LTD
Collateral Manager as a Lender			By: Gulf Stream Asset Management LLC As
			Collateral Manager (Sumitomo Deal)
By:	/s/ Xxxxx Xxxxxxxxxx
Name:	Xxxxx Xxxxxxxxxx		GULF STREAM-SEXTANT CLO 2006-I
Title:	Principal		LTD
			By: Gulf Stream Asset Management LLC As
			Collateral Manager

				GULF STREAM-SEXTANT CLO 2007-I LTD
				By: Gulf Stream Asset Management LLC As Collateral Manager
				GULF STREAM-COMPASS CLO 2007 LTD
				By: Gulf Stream Asset Management LLC As Collateral Manager
				as a Lender
				By:	/s/ Xxxxx Xxxx
				Name:	Xxxxx Xxxx
				Title:	Chief Credit Officer
HFR ED DISCOVERY MASTER TRUST as a Lender				JPMORGAN CHASE BANK, N.A. as a Lender and a Domestic L/C Issuer
By:	Brownstone Asset Management, LP, as
	Trading Manager for HFR Ed Discovery			JPMORGAN CHASE BANK, N.A.,
	Master Trust			TORONTO BRANCH
By:		/s/ Xxxxx Xxxxxxxxx		By:	/s/ Xxxxxx Xxxxxx
Name:		Xxxxx Xxxxxxxxx		Name:	Xxxxxx Xxxxxx
Title:		CFO		Title:	Executive Director
KATONAH III, LTD.				KATONAH IV, LTD.
By: Sankaty Advisors LLC as Sub-Advisors as a Lender				By: Sankaty Advisors, LLC as Sub-Advisors as a Lender
By:		/s/ Xxxxxxx Xxxxxxx		By:	/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx		Name:	Xxxxxxx Xxxxxxx
Title:		Managing Director		Title:	Managing Director
		Chief Operating Officer			Chief Operating Officer
KS CAPITAL PARTNERS, L.P. as a Lender and a [Domestic][Canadian] L/C Issuer				KS INTERNATIONAL, INC. as a Lender and a [Domestic][Canadian] L/C Issuer
By:		/s/ Xxxxxxx Xxxxx		By:	/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx		Name:	Xxxxxxx Xxxxx
Title:		CFO		Title:	CFO
				MALIBU CBNA Loan Funding LLC
				as a Lender
				By:	/s/ Xxxx Xxxxxx
				Name:	Xxxx Xxxxxx
				Title:	Attorney-in-fact

LINCOLN S.A.R.L. – SOCIETE A RESPONSIBILITE LIMITEE as a Lender
By:	HIGHBRIDGE LEVERAGED LOAN
	PARTNERS MASTER FUND, LP. AS
	PORTFOLIO MANAGER
By:	HIGHBRIDGE CAPITAL
	MANAGEMENT, LLC AS TRADING
	MANAGER
By:		/s/
Name:
Title:
MIZUHO CORPORATE BANK, LTD. as a Lender				XXXXXX XXXXXXX SENIOR FUNDING, INC. as a Lender
By:		/s/ Xxxx Mo		By:	/s/ Su Yeo
Name:		Xxxx Mo		Name:	Su Yeo
Title:		Senior Vice President		Title:	Vice President
NAVIGARE FUNDING I CLO LTD				NAVIGARE FUNDING II CLO LTD
By: Navigare Partners LLC				By: Navigare Partners LLC
its collateral manager, as a Lender				as collateral manager, as a Lender
By:		/s/ Xxxx X. Xxxxxxxxxxx		By:	/s/ Xxxx X. Xxxxxxxxxxx
Name:		Xxxx X. Xxxxxxxxxxx		Name:	Xxxx X. Xxxxxxxxxxx
Title:		Managing Director		Title:	Managing Director
NAVIGARE FUNDING III CLO LTD				NEWSTART FACTORS, INC. as a Lender and
By: Navigare Partners LLC				a [Domestic] [Canadian] L/C Issuer
as collateral manager, as a Lender
				By:	/s/ Xxxxx Xxxxxxx
By:		/s/ Xxxx X. Xxxxxxxxxxx		Name:	Xxxxx Xxxxxxx
Name:		Xxxx X. Xxxxxxxxxxx		Title:	President
Title:		Managing Director
PPM SHADOW CREEK FUNDING LLC as				PYRAMIS HIGH YIELD FUND, LLC, BY:
a Lender				PYRAMIS GLOBAL ADVISORS TRUST
				COMPANY, AS INVESTMENT MANAGER
By:		/s/ Xxxx X. Xxxxx		UNDER POWER OF ATTORNEY as a
Name:		Xxxx X. Xxxxx		Lender
Title:		Assistant Vice President
				By:	/s/ Xxxxx Xxxxxxxx
				Name:	Xxxxx Xxxxxxxx
				Title:	VP

RACE POINT IV CLO, LTD.					RIVERSOURCE LIFE INSURANCE
By:	Sankaty Advisors, LLC				COMPANY as a Lender
	as Collateral Manager
as a Lender					By:	/s/ Xxxxx X. Xxxxxxx
					Name:	Xxxxx X. Xxxxxxx
By:			/s/ Xxxxxxx Xxxxxxx		Title:	Assistant Vice President
Name:			Xxxxxxx Xxxxxxx
Title:			Managing Director
			Chief Operating Officer
RIVERSOURCE STRATEGIC ALLOCATION SERIES, INC. – RIVERSOURCE STRATEGIC INCOME ALLOCATION FUND as a Lender					SANKATY ADVISORS, LLC as Collateral Manager for Castle Hill I – INGOTS, Ltd., as Term Lender as a Lender
					By:	/s/ Xxxxxxx Xxxxxxx
By:			/s/ Xxxxx X. Xxxxxxx		Name:	Xxxxxxx Xxxxxxx
Name:			Xxxxx X. Xxxxxxx		Title:	Managing Director
Title:			Assistant Vice President			Chief Operating Officer
SANKATY ADVISORS, LLC as Collateral Manager for Castle Hill III CLO, Limited, as Term Lender as a Lender					SANKATY ADVISORS, LLC as Collateral Manager for Loan Funding XI LLC, As Term Lender as a Lender
By:			/s/ Xxxxxxx Xxxxxxx		By:	/s/ Xxxxxxx Xxxxxxx
Name:			Xxxxxxx Xxxxxxx		Name:	Xxxxxxx Xxxxxxx
Title:			Managing Director		Title:	Managing Director
			Chief Operating Officer			Chief Operating Officer
SANKATY ADVISORS, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender as a Lender					SANKATY ADVISORS, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender as a Lender
By:			/s/ Xxxxxxx Xxxxxxx		By:	/s/ Xxxxxxx Xxxxxxx
Name:			Xxxxxxx Xxxxxxx		Name:	Xxxxxxx Xxxxxxx
Title:			Managing Director		Title:	Managing Director
			Chief Operating Officer			Chief Operating Officer
SENIOR DEBT PORTFOLIO					SERVES 2006-1, Ltd.
By:		Boston Management and Research as
		Investment Advisor as Lender			By:	/s/ Xxxxx Xxxxxx
					PPM America, Inc., as Collateral Manager
By:			/s/ Xxxxxxx X. Xxxxxxx			Xxxxx Xxxxxx
Name:			Xxxxxxx X. Xxxxxxx			Managing Director
Title:			Vice President

SYMPHONY CLO IV				TRALEE CDO I, LTD.,
as a Lender				as a Lender
By: Symphony Asset Management, LLC
				By:		/s/ Xxxxxx Xxxxxx
By:		/s/ Xxxxx Xxx		Name:		Xxxxxx Xxxxxx
Name:		Xxxxx Xxx		Title:		Authorized Signatory
Title:		Associate Portfolio Manager
TRILOGY PORTFOLIO CO., LLC				WACHOVIA BANK, N.A. as a Lender
as a Lender
				By:		/s/ C. Xxxx Xxxxxxx
By:		/s/ Xxxx X. Xxxxxxxxx		Name:		C. Xxxx Xxxxxxx
Name:		Xxxx X. Xxxxxxxxx		Title:		Managing Director
Title:		Principal
ZOHAR III, LIMITED				EACH OF THE ACCOUNTS LISTED ON
as a Lender				ANNEX A, INDIVIDUALLY, AND
By:	Patriarch Partners XV, LLC, its Collateral			SEVERALLY NOT JOINTLY as a Lender:
	Manager			·	WELLINGTON TRUST COMPANY,
					NATIONAL ASSOCIATION
By:		/s/ Xxxx Xxxxxx			MULTIPLE COMMON TRUST
Name:		Xxxx Xxxxxx			INVESTMENT FUNDS TRUST,
Title:		Manager			OPPORTUNISTIC FIXED INCOME
					ALLOCATION
				·	HISCOX INSURANCE COMPANY
					(BERMUDA) LTD.
				·	HISCOX SYNDICATE 33
				·	WELLINGTON TRUST COMPANY,
					NATIONAL ASSOCIATION
					MULTIPLE COMMON TRUST FUNDS
					TRUST, OPPORTUNISTIC
					INVESTMENT PORTFOLIO
				By:		/s/ Xxxxxx X. Xxxxx
				Name:		Xxxxxx X. Xxxxx
				Title:		Vice President and Counsel