Prospectus Supplement No. 4 to Prospectus dated July 23, 2009

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-158666

PROSPECTUS SUPPLEMENT NO. 4

(to Prospectus dated July 23, 2009)

KAR HOLDINGS, INC.

$150,000,000 Floating Rate Senior Notes Due 2014

$450,000,000 8 3/4% Senior Notes Due 2014

$425,000,000 10% Senior Subordinated Notes Due 2015

 

 

Attached hereto and incorporated by reference herein is our Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 28, 2009. You should read this Prospectus Supplement No. 4 in connection with the prospectus, dated July 23, 2009, including the prospectus supplements dated August 12, 2009, September 11, 2009 and October 14, 2009. This Prospectus Supplement No. 4 is qualified by reference to the prospectus, including the prospectus supplements dated August 12, 2009, September 11, 2009 and October 14, 2009, except to the extent that the information in this Prospectus Supplement No. 4 supersedes the information contained therein.

 

 

SEE “RISK FACTORS” BEGINNING ON PAGE 16 OF THE PROSPECTUS AND UNDER ITEM 1A IN THE ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008 FOR A DISCUSSION OF CERTAIN RISKS YOU SHOULD CONSIDER BEFORE INVESTING IN THE NOTES.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus has been prepared for and may be used by Goldman, Sachs & Co. in connection with offers and sales of the notes related to market-making transactions in the notes effected from time to time. Goldman, Sachs & Co. may act as principal or agent in these transactions. Such sales will be made at prevailing market prices at the time of sale, at prices related thereto or at negotiated prices. We will not receive any proceeds from such sales.

 

 

GOLDMAN, SACHS & CO.

 

 

October 28, 2009


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2009 (October 23, 2009)

 

 

KAR Holdings, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   333-148847   20-8744739
(State of Incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

13085 Hamilton Crossing Boulevard

Carmel, Indiana 46032

(Address of principal executive offices) (Zip Code)

(800) 923-3725

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On October 23, 2009, KAR Holdings, Inc. (the “Company”), as borrower, and KAR Holdings II, LLC (the “LLC”), as guarantor, entered into the Second Amendment, dated October 23, 2009 (the “Amendment”), to Credit Agreement, dated April 20, 2007 (as so amended, the “Credit Agreement”), with the several lenders party thereto, Bear Stearns Corporate Lending Inc., as resigning administrative agent, and JPMorgan Chase Bank, N.A., as successor administrative agent. The Amendment also amended the Guarantee and Collateral Agreement, dated April 20, 2007, made by the Company, the LLC and the subsidiary guarantors party thereto in favor of the administrative agent under the Credit Agreement.

The Amendment, among other things, (i) allows KAR Holdings II, LLC to own less than 100% of the outstanding capital stock of the Company, (ii) permits the Company to use a portion of the proceeds from its previously announced proposed initial public offering of common stock (the “Offering”) and any future offering of common stock of the Company plus unrestricted cash on hand at the time of the Offering to repay, redeem, repurchase or defease, or segregate funds with respect to, its unsecured notes, (iii) permits the Company to pay accelerated management fees to its equity sponsors in connection with the termination of the Company’s financial advisory agreements with each of them and (iv) increases the rate of interest on both the term loan and revolving loan borrowings under the Credit Agreement to a rate of LIBOR plus a margin of 2.75%, in each case, after the satisfaction of certain conditions precedent, including the consummation of the Offering and the optional prepayment of $250,000,000 or more of the term loans.

Certain of the lenders and agents and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking, commercial banking and other services for the Company and its affiliates, for which they received or will receive customary fees and expenses.

The above description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference.

FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and which are subject to certain risks, trends and uncertainties. In particular, statements made in this Report that are not historical facts (including, but not limited to, expectations regarding the Offering) are forward-looking statements. Words such as “will,” “expects,” “intends,” “seeks” and similar expressions identify forward-looking statements. No assurance can be given that the Offering will be consummated. Consummation of the Offering is subject to numerous conditions and factors, many of which are beyond the Company’s control, including conditions prevailing in the capital markets, economic, political and market factors affecting the demand for the Company’s securities, and other factors including those described in “Risk Factors” described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and subsequent filings with the Securities and Exchange Commission. Many of these risk factors are outside of the Company’s control, and as such, they involve risks which are not currently known that could cause actual results to differ materially from those discussed or implied herein. The forward-looking statements in this Report are made as of the date on which they are made and the Company does not undertake to update the Company’s forward-looking statements.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

  

Description

10.1

   Second Amendment, dated October 23, 2009, to Credit Agreement, dated April 20, 2007 (the “Credit Agreement”), among KAR Holdings, Inc., as borrower, KAR Holdings II, LLC, as guarantor, the several lenders from time to time parties thereto, and the other parties named therein


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: October 28, 2009   KAR Holdings, Inc.
 

/s/    ERIC M. LOUGHMILLER        

  Eric M. Loughmiller
  Executive Vice President and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit

Number

  

Description

10.1    Second Amendment, dated October 23, 2009, to Credit Agreement, dated April 20, 2007 (the “Credit Agreement”), among KAR Holdings, Inc., as borrower, KAR Holdings II, LLC, as guarantor, the several lenders from time to time parties thereto, and the other parties named therein


Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

Dated as of October 23, 2009

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into between KAR HOLDINGS, INC., a Delaware corporation (the “Borrower”), KAR HOLDINGS II, LLC. (“Holdings”), the Lenders, BEAR STEARNS CORPORATE LENDING INC. (the “Resigning Agent”), JPMORGAN CHASE BANK, N.A. (the “Successor Agent”) and each of the other parties signatory hereto.

PRELIMINARY STATEMENTS

1. Reference is made to the Credit Agreement dated as of April 20, 2007 (as amended by that certain First Amendment to Credit Agreement dated June 10, 2009 between KAR Holdings, Inc., and the Lenders and other parties signatory thereto, the “Credit Agreement”), among the Borrower, the lenders and agents party thereto from time to time, Bear Stearns Corporate Lending Inc. as Administrative Agent (the “Administrative Agent”), and the other parties signatory thereto. Capitalized terms used but not otherwise defined herein are used with the meanings given in the Credit Agreement.

2. The Borrower has requested that the Required Lenders agree to amend the Credit Agreement and the Guarantee and Collateral Agreement as provided for herein.

3. The Required Lenders are willing to agree to such amendments to the Credit Agreement and the Guarantee and Collateral Agreement on the terms and subject to the conditions set forth herein.

Now, therefore, in consideration of the premises and the agreements, other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

SECTION 1. Amendments to Credit Agreement. On the terms and subject to the conditions set forth herein:

(a) Section 1.1 of the Credit Agreement is amended

(i) by inserting in such subsection the following definitions in the appropriate alphabetical order:

‘“Second Amendment”: means that certain Second Amendment, dated as of October 23, 2009, by and between the Borrower, and the Lenders and the other parties signatory thereto.

Second Amendment Effective Date”: means the date of satisfaction of the conditions to effectiveness referred to in Section 3 of the Second Amendment.”

(ii) by deleting each instance of the word “Holdings” in each of the following definitions and substituting the words “the Borrower” therefor: “Capital Expenditures”, “Excluded Redemption Obligation”, “Guarantors”, “Management Advances”, “Management Investors” and “Management Stock Agreements.”


(iii) by deleting the definition of “Continuing Directors” in its entirety and substituting the following new definition of “Continuing Directors therefore:

Continuing Directors”: the directors of the Borrower on the Second Amendment Effective Date, after giving effect to the initial registered public offering of voting Capital Stock of the Borrower, and each other director of the Borrower whose nomination for election to the board of directors of the Borrower is recommended by at least a majority of the then Continuing Directors or such other director who receives the vote of the Permitted Investors in his or her election to the board of directors of the Borrower by the shareholders of the Borrower.

(iv) by deleting the words “or such Parent” in the definition of “Management Advances.”

(v) by deleting each instance of the words “or any Parent” in each of the following definitions: “Management Investors” and “Management Stock Agreements.”

(vi) by deleting the words “Holdings, the Borrower and their respective Subsidiaries” in the definition of “Group Members” and substituting the words “the Borrower and its Subsidiaries” therefor.

(vii) by deleting the words “Holdings and” in the definition of “Guarantors.”

(viii) by deleting the definition of “Parent” in its entirety and substituting the following new definition of “Parent” therefor:

Parent”: any Person of which the Borrower at any time is or becomes a Subsidiary after the Closing Date.

(ix) by (A) deleting the word “or” immediately prior to the words “for Investments under Section 8.8(q)” in the third line of the definition of “Available Retained ECF”, (B) inserting the words “or for redeeming, repurchasing, defeasing or otherwise prepaying Unsecured Notes pursuant to Section 8.9(a) hereof” immediately prior to the words “the difference (if a positive number)” in the third line of the definition of “Available Retained ECF”, (C) deleting the word “or” immediately after the words “for Capital Expenditures under clause (iii) of Section 8.7” in the last line of the definition of “Available Retained ECF” and (D) inserting .the words “or for redeeming, repurchasing, defeasing or otherwise prepaying Unsecured Notes pursuant to Section 8.9(a) hereof” immediately after the words “for Investments under Section 8.8(q)” in the last line of the definition of “Available Retained ECF.”

(x) by deleting the definition of “Applicable Margin” in its entirety and substituting the following new definition of “Applicable Margin” therefor:

Applicable Margin”: for each Type and class of Loan the rate per annum set forth below opposite the description of such Loan:

 

Eurodollar Initial Term Loans

   2.75

Eurodollar Revolving Loans

   2.75

Base Rate Initial Term Loans

   1.75

Base Rate Revolving Loans and Swingline Loans

   1.75

 

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(xi) by deleting the words “; provided that on and after the first Adjustment Date occurring after the completion of the first full fiscal quarter of the Borrower after the Closing Date, the Commitment Fee Rate will be determined pursuant to the Pricing Grids” at the end of the definition of “Commitment Fee Rate.”

(xii) by deleting the definitions of “Adjustment Date” and “Pricing Grids” in their entirety.

(b) Section 4.2 of the Credit Agreement is hereby amended as follows:

(i) the words “(other than Holdings)” are deleted in their entirety from clause (a) thereof; and

(ii) the words “; provided, however, that notwithstanding anything to the contrary set forth herein (including in the definition of “Excess Cash Flow”), to the extent the optional prepayment of Term Loans actually made in satisfaction of the condition precedent set forth in Section 3(d) of the Second Amendment is made on or prior to April 15, 2010, such prepayment shall be treated for purposes of the definition of “Excess Cash Flow” as if it were made during the 2009 fiscal year (and not during the 2010 fiscal year)” are inserted immediately following the words “such fiscal year” in clause (c) thereof;

(c) Section 5 of the Credit Agreement is hereby amended by deleting the words “Holdings and the Borrower hereby jointly and severally represent and warrant” in the first paragraph thereof in their entirety and substituting the words “the Borrower hereby represents and warrants” therefor;

(d) Sections 5.6, 5.8, 5.9, 5.12, 5.17(b), 5.17(d) or 5.18 of the Credit Agreement are hereby amended by deleting each instance of the words “Holdings or” in such Sections;

(e) Sections 5.10 and 5.17(e) of the Credit Agreement are hereby amended by deleting each instance of the words “Holdings and” in such Sections;

(f) Section 5.15(b) of the Credit Agreement is hereby amended by (i) deleting the words “other than stock options granted to employees, former employees or directors and directors’ qualifying shares” in the parenthetical in such subsection, and (ii) deleting the words “other than Holdings” in such Section in their entirety and substituting the words “(other than the Borrower)” therefor.

(g) Section 7 of the Credit Agreement is hereby amended by deleting the words “Holdings and the Borrower hereby jointly and severally agree” in the first paragraph thereof in their entirety and substituting the words “The Borrower hereby agrees” therefor;

 

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(h) Section 7.2 of the Credit Agreement is hereby amended by deleting each instance of the words “Holdings,” or “Holdings or” in clause (e) thereof;

(i) Section 7.10 of the Credit Agreement is hereby amended by deleting the words in clause (d) thereof in their entirety and substituting the word “Reserved” therefor;

(j) Section 8 of the Credit Agreement is hereby amended by deleting the words “Holdings and the Borrower hereby jointly and severally agree” the first paragraph thereof in their entirety and substituting the words “The Borrower hereby agrees” therefor;

(k) Section 8.2 of the Credit Agreement is hereby amended by (i) deleting each instance of the word “Holdings” in clauses (i), (j) and (r) thereof and substituting the word “Borrower” therefor, and (ii) deleting the words “or any Parent” in clause (r) thereof;

(l) Section 8.6(b) of the Credit Agreement is hereby deleted in its entirety and the following new Section 8.6(b) is substituted therefor:

“(b) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may (i) purchase the Borrower’s Capital Stock from present or former officers, directors or employees of any Group Member upon the death, disability, retirement or termination of employment or service of such officer, director or employee or otherwise under any stock option or employee stock ownership plan approved by the board of directors of the Borrower, in an aggregate amount (net of any proceeds received by the Borrower in connection with resales of any Capital Stock so purchased) not exceeding $10,000,000 in any fiscal year and (ii) pay accelerated management fees expressly permitted by Section 8.10;”

(m) Section 8.6(c) of the Credit Agreement is hereby deleted in its entirety and the following new Section 8.6(c) is substituted therefor:

“(c) the Borrower may pay dividends or make loans and advances to any Parent to permit any Parent to (i) pay corporate overhead expenses incurred in the ordinary course of business in an aggregate amount not exceeding $5,000,000 in any fiscal year; (ii) pay (A) any taxes, charges or assessments, including but not limited to sales, use, transfer, rental, ad valorem, value-added, stamp, property, consumption, franchise, license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar taxes, charges or assessments (other than federal, state or local taxes measured by income and federal, state or local withholding imposed on payments made by any Parent), required to be paid by any Parent by virtue of its being incorporated or otherwise organized or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than the Borrower, any of its Subsidiaries or any Parent), or being a holding company parent of the Borrower, or having guaranteed any obligations of the Borrower or any Subsidiary thereof, or having made any payment in respect of any of the items for which the Borrower is permitted to make payments to any Parent pursuant to the other clauses of this Section 8.6, or (B) for so long as the Borrower is a member of a group filing a consolidated, combined or unitary tax return with any Parent, amounts necessary for the payment of federal, state or local income taxes payable by such Parent and measured by the income of the Borrower and its Subsidiaries which are payable by such Parent; (iii) to pay expenses incurred by any Parent in connection with offerings, registrations, or exchange listings of equity securities and maintenance of same (A) where the net proceeds of such offering are to be

 

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received by or contributed to the Borrower, or (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Borrower or the relevant Subsidiary of the Borrower out of the proceeds of such offering promptly if such offering is completed; (iv) to pay audit costs and any costs (including all professional fees and expenses) incurred by any Parent in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder; (v) to pay obligations of any Parent under or in respect of director and officer insurance policies or indemnification obligations to directors or officers; (vi) to pay accelerated management fees under the Management Agreement in an aggregate amount not exceeding $10,500,000 contemporaneously with the consummation of the initial registered public offering of voting Capital Stock of the Borrower, so long as no Default under Section 9(a) or 9(f) has occurred and is continuing (it being acknowledged and agreed that no additional management fees under the Management Agreement shall be permitted to be paid thereafter) and (vii) the Borrower may make Restricted Payments the proceeds of which shall be used by any Parent to make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of any Parent;”

(n) Section 8.9 of the Credit Agreement is amended by (i) deleting the word “Holdings” in clause (a) thereof and substituting the words “the Borrower” therefor, (ii) inserting the words “in connection with a Permitted Refinancing therefor or” immediately after the words “other than” in the first parenthetical in clause (a) thereof and (iii) inserting the following words at the end of clause (a) thereof: “; provided, that, (i) substantially contemporaneously with consummation of the initial registered public offering of voting Capital Stock of the Borrower and the occurrence of the Second Amendment Effective Date, the Borrower may redeem, repurchase, defease or otherwise prepay Unsecured Notes in an aggregate amount not to exceed (A) the sum of (1) cash and Cash Equivalents that are not classified as “restricted” for financial statement purposes of the Borrower and its Subsidiaries as of the Second Amendment Effective Date plus (2) the Net Cash Proceeds of the initial registered public offering of voting Capital Stock of the Borrower on the Second Amendment Effective Date minus (B) the amount of any optional prepayment of Term Loans made in satisfaction of the condition precedent set forth in Section 3(d) of the Second Amendment; (ii) after the date on which the Borrower has redeemed, repurchased, defeased or otherwise prepaid Unsecured Notes pursuant to clause (i) above, the Borrower may use proceeds of any subsequent offering of its voting Capital Stock otherwise permitted hereunder to redeem, repurchase, defease or otherwise prepay additional Unsecured Notes with proceeds of such subsequent offering solely to the extent that, at the time of such redemption, repurchase, defeasance or prepayment, the Borrower also make an optional prepayment of Term Loans hereunder pursuant to Section 4.1 hereof in an aggregate principal amount equal to not less than the aggregate cash amount actually used to redeem, repurchase, defease, or otherwise prepay the Unsecured Notes pursuant to this clause (ii), and (iii) on any date after the Second Amendment Effective Date, the Borrower may redeem, repurchase, defease or otherwise prepay Unsecured Notes from and counted against Available Retained ECF if and so long as (A) no Default has occurred and is continuing or would result therefrom, (B) both on a historical and on a pro forma basis (giving effect to such payment and all related transactions, including the Incurrence and use of proceeds of all Indebtedness Incurred in connection therewith) the Consolidated Leverage Ratio on the most recent Test Date did not exceed 4.5 to 1.0 and (C) Available Retained ECF would be a positive number if Available Retained ECF is reduced by the amount of Unsecured Notes redeemed, repurchased, defeased or otherwise prepaid.”

 

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(o) Section 8.10 of the Credit Agreement is amended by deleting clause (e) in its entirety and substituting the following new clause (e) therefor: “the Borrower and its Subsidiaries may pay accelerated management fees under the Management Agreement in an aggregate amount not exceeding $10,500,000 contemporaneously with the consummation of the initial registered public offering of voting Capital Stock of the Borrower, so long as no Default under Section 9(a) or (f) has occurred and is continuing (it being acknowledged and agreed that no additional management fees under the Management Agreement shall be permitted to be paid thereafter);”

(p) Section 8.10 of the Credit Agreement is amended by deleting the word “Holdings” in clauses (c), (d), (i) and (j) thereof and substituting the words “the Borrower” therefor;

(q) Section 8.10 of the Credit Agreement is amended by deleting the word “and” at the end of clause (i) thereof, deleting the period at the end of clause (j), inserting the word “;and” at the end of clause (j) hereof and inserting the following new clause (k) at the end thereof: “(k) the execution, delivery and performance of the amendments to the stockholders’ agreements and registration rights agreement of the Borrower entered into in connection with the initial registered public offering of voting Capital Stock of the Borrower in form and substance reasonably acceptable to the Administrative Agent.”

(r) Section 9 of the Credit Agreement is amended by

(i) deleting the words “Holdings and” in clause (c) thereof;

(ii) deleting clause (k) thereof in its entirety and substituting the following new clause (k) therefor:

“(k) (i) (x) the Permitted Investors shall in the aggregate be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of shares of voting Capital Stock having less than 35% of the total voting power of all outstanding shares of the Borrower, and (y) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Investors, shall be the “beneficial owner” of shares of voting Capital Stock having more than 25% of the total voting power of all outstanding shares of the Borrower; (ii) the board of directors of the Borrower shall cease to consist of a majority of Continuing Directors; or (iii) a Specified Change of Control shall occur and the Borrower delivers or is required to deliver a change of control notice to any of the holders or lenders pursuant to any of the Unsecured Notes.”

(iii) deleting the word “;or” at the end of clause (k) thereof and substituting a period (“.”) therefor;

(iv) deleting clause (l) thereof in its entirety.

(s) Section 10.7 of the Credit Agreement is amended by deleting each instance of the words “Holdings or” in their entirety.

 

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(t) Section 11.2(a) of the Credit Agreement is amended by deleting the notice information for the Administrative Agent in its entirety and substituting the following notice information therefor:

 

“The Administrative Agent:

  

JPMorgan Chase Bank, N.A.

10 South Dearborn, Floor 07

Chicago, IL, 60603-2003

Attention: Mouy Lim

Telephone: (312) 732-2024

Facsimile: (312) 385-7103

Email: muoy.lim@jpmchase.com

 

with a copy to:

 

Eugene Mazzaro, Esq.

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022

Telephone: (212) 906-1763

Facsimile: (212) 751-4864

Email: eugene.mazzaro@lw.com”

(u) Section 11.6(a) of the Credit Agreement is amended by (i) deleting each instance of the words “Holdings and” in their entirety and (ii) deleting the words “any of their respective” in clause (i) thereof and substituting the word “its” therefor.

(v) Section 11.7(b) of the Credit Agreement is amended by deleting each instance of the words “Holdings and” and “Holdings or” in their entirety.

(w) The annexes of the Credit Agreement are amended by deleting Annex A in its entirety.

SECTION 2. Amendments to Guarantee and Collateral Agreement. On the terms and subject to the conditions set forth herein,

(a) the preamble of the Guarantee and Collateral Agreement is amended by inserting the words “other than Holdings” immediately after the words “each of the signatories hereto”.

(b) Section 2.2 of the Guarantee and Collateral Agreement is amended by (i) deleting clause (b) thereof in its entirety and substituting the words “Reserved.” therefor and (ii) deleting the words “and from Holdings” in clause (c)(i) thereof.

(c) Section 4.1 of the Guarantee and Collateral Agreement is amended by deleting the words “or Holdings’ knowledge” in their entirety.

(d) Section 5.6 of the Guarantee and Collateral Agreement is amended by inserting the words “(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)” immediately after the words “10 days’ prior written notice to the Administrative Agent” in clause (a)(ii) thereof.

SECTION 3. Conditions to Effectiveness. The amendments contained in Section 1 and Section 2 shall be effective upon satisfaction of each of the following conditions precedent:

(a) The Administrative Agent shall have received original, electronic or facsimile counterparts of this Amendment duly executed and delivered by Lenders constituting the Required Lenders and shall have received counterparts of this Amendment executed by Holdings, the Borrower and counterparts of the Consent appended hereto as Exhibit A (the “Consent”) executed by the Grantors, as defined in the Guarantee and Collateral Agreement (the “Grantors”);

 

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(b) The Administrative Agent shall have received a counterpart to that certain Fee Letter (“Fee Letter”) dated as of even date herewith, by and between the Administrative Agent and the Borrower, executed and delivered by the Borrower, and all fees and expense reimbursements (including, without limitation, fees and expenses of counsel to the Agents and any invoiced fees and expenses payable under the Fee Letter) under the Fee Letter and the Loan Documents shall have been paid;

(c) The Administrative Agent shall have received from the Borrower, for account of each Lender which delivers its original, electronic or facsimile signature page to this Amendment no later than 5:00 p.m. (New York City time) on October 23, 2009 (the “Cutoff Date”), payment of an amendment fee (which shall be fully earned, non-refundable, and payable on Second Amendment Effective Date (under and as defined in the Credit Agreement, after giving effect to this Amendment)) equal to 25 basis points (0.25%) of the aggregate outstanding amount of Term Loans and Revolving Commitments of such Lender as of the Cutoff Date (and, for the avoidance of doubt, prior to giving effect to any optional prepayment made pursuant to Section 4.1(a) of the Credit Agreement as contemplated by this Amendment);

(d) On or after the date hereof, the Borrower shall have made an optional prepayment of a portion of the Term Loans in an aggregate principal amount no less than $250,000,000 pursuant to Section 4.1(a) of the Credit Agreement;

(e) On or after October 23, 2009, the Borrower shall have irrevocably terminated a portion of the Revolving Commitments in an aggregate principal amount equal to not less than $50,000,000 pursuant to Section 3.6 of the Credit Agreement and made any required prepayments on account thereof in accordance with Section 4.2(f) of the Credit Agreement; and

(f) The Borrower shall have consummated the initial registered public offering of voting Capital Stock of the Borrower and shall have received gross proceeds therefrom of not less than $300,000,000.

SECTION 4. Representations and Warranties. The Borrower represents and warrants that:

(a) Authority. The Borrower has the requisite power and authority to execute, deliver and perform its obligations under this Amendment and the Credit Agreement as amended hereby. Each Grantor has the requisite power and authority to execute, deliver and perform its obligations under the Consent and the Loan Documents, as amended hereby. The execution, delivery and performance by the Borrower of this Amendment and by the Grantors of the Consent, and the performance by each Loan Party of each Loan Document (as amended hereby) to which it is a party have been duly approved by all necessary organizational action of such Loan Party.

(b) Enforceability. This Amendment has been duly executed and delivered by the Borrower and the Consent has been duly executed and delivered by each Grantor. When the conditions to effectiveness in Section 3 of this Amendment have been satisfied, each of this Amendment, the Consent and each Loan Document (as amended hereby) is the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms except as

 

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enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought in proceedings in equity or at law).

(c) Representations and Warranties. The representations and warranties made by any Loan Party in or pursuant to the Loan Documents are true and correct in all material respects on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties refer to an earlier date (in which case they are true and correct in all material respects as of such earlier date).

(d) No Default. No Default or Event of Default shall have occurred and be continuing on the date hereof or after giving effect to this Amendment.

SECTION 5. Reference to and Effect on the Loan Documents.

(a) If and when this Amendment becomes effective, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.

(b) If and when this Amendment becomes effective, each reference in the Guarantee and Collateral Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Guarantee and Collateral Agreement, and each reference in the other Loan Documents to “the Guarantee and Collateral Agreement”, “thereunder”, “thereof” or words of like import referring to the Guarantee and Collateral Agreement, shall mean and be a reference to the Guarantee and Collateral Agreement as amended hereby.

(c) The Credit Agreement and the Guarantee and Collateral Agreement, each as amended hereby and the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations under and as defined in the Credit Agreement, as amended hereby.

(d) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or Agent under any of the Loan Documents or constitute, except as expressly set forth herein, a waiver or amendment of any provision of any of the Loan Documents.

(e) This Amendment is a Loan Document. The provisions of Sections 11.12 and 11.16 of the Credit Agreement shall apply with like effect to this Amendment.

SECTION 6. Releases. The Required Lenders hereby authorize and direct the Administrative Agent to execute the release attached substantially in the form set forth on Exhibit B hereto (the “Release”), releasing Holdings from its respective present and future obligations as a Guarantor under the Guarantee and Collateral Agreement and otherwise under the Credit Agreement and other Loan Documents and releasing the Administrative Agent’s Liens and security interests granted pursuant to the Guarantee and Collateral Agreement over the assets of Holdings (the “Released Collateral”). The release of Liens and delivery of pledged collateral provided for in the Release will not discharge or in any manner affect or impair the enforceability of the Obligations or other Liens of the Administrative Agent in any Collateral other than the Released Collateral.

 

9


SECTION 7. Counterparts. This Amendment (including all consents and authorizations relating hereto) and the Consent 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 to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment (or any consent or authorization relating hereto) or the Consent by electronic transmission or facsimile shall be effective and enforceable as delivery of a manually executed counterpart thereof. The Administrative Agent will not have any responsibility for determining whether (and makes no representation as to whether) any such counterpart has been duly authorized, executed or delivered or is enforceable against any party hereto.

SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 9. Resignation of Bear Stearns Corporate Lending Inc. Pursuant to Section 10.9 of the Credit Agreement, the Resigning Agent hereby delivers notice that Resigning Agent intends to resign as Administrative Agent under the Credit Agreement and the Loan Documents. The Borrower and the Required Lenders consent to Successor Agent acting as successor Administrative Agent and appoint Successor Agent as successor to Resigning Agent in its capacity as Administrative Agent, (b) Successor Agent shall succeed to the rights, powers and duties of the Administrative Agent as set forth in the Credit Agreement and the Loan Documents, (c) Resigning Agent shall assign to Successor Agent all its rights and obligations and other interests (collectively, the “Interests”) as Administrative Agent under the Credit Agreement and the Loan Documents and Successor Agent hereby assumes the Interests, (d) all of the Loan Documents shall be amended to delete all instances of the words “Bear Stearns Corporate Lending Inc.” in its entirety, and substitute the words “JPMorgan Chase Bank, N.A.” therefor, (e) Resigning Agent shall be released from all duties and obligations other than as set forth herein, (f) in furtherance of the assignment herein of Resigning Agent’s security interest in the property and assets of the Borrower (the “Collateral”) under the Credit Agreement and the Loan Documents, Resigning Agent and the Borrower hereby agrees to execute and deliver, and the Borrower agrees to cause any applicable Loan Parties to execute and deliver, such other documents, certificates and instruments as Successor Agent shall reasonably request in order to perfect and protect Successor Agent’s interest in such security interests and (g) for such time as any Collateral shall be in the physical possession or effective control of Resigning Agent, in accounts of Resigning Agent, subject to “control agreements” for the benefit of Resigning Agent as secured party, or subject to a financing statement in the name of Resigning Agent , as secured party, Resigning Agent hereby agrees to act as collateral agent and gratuitous bailee for and on behalf of Successor Agent, to hold all of the Collateral for and on behalf of Successor Agent and to take all instructions from Successor Agent regarding the Collateral. The Required Lenders hereby waive any notice period under Section 10.9 required before the resignation by Resigning Agent as Administrative Agent may become effective.

[signature pages follow]

 

10


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.

 

KAR HOLDINGS, INC.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and
    Chief Financial Officer
KAR HOLDINGS II, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief
    Financial Officer


BEAR STEARNS CORPORATE LENDING INC.,
as Resigning Agent
  By:   JPMorgan Chase Bank, N.A., its
    authorized signatory
        By:  

/s/Randall K. Stephens

      Name:   Randall K. Stephens
      Title:   Vice President
JPMORGAN CHASE BANK, N.A.
as Successor Agent
By:  

/s/ Randall K. Stephens

  Name:   Randall K. Stephens
  Title:   Vice President


Required Lenders:

 

JP MORGAN CHASE BANK, NA
By:  

Authorized Signatory

  Name:   Kyle Middleton
  Title:   Vice President
BEAR STEARNS CORPORATE LENDING, INC.
By:  

JP Morgan Chase Bank, NA

  Authorized Signatory
  Name:   Kyle Middleton
  Title:   Vice President
KATONAH VIII CLO LTD.
By:  

/s/ Daniel Gilligan

  Name:   Daniel Gilligan
  Title:   Authorized Officer
    Katonah Debt Advisors, L.L.C.
    As Manager
KATONAH X CLO LTD.
By:  

/s/ Daniel Gilligan

  Name:   Daniel Gilligan
  Title:   Authorized Officer
    Katonah Debt Advisors, L.L.C.
    As Manager


KATONAH 2007-I CLO LTD.
By:  

/s/ Daniel Gilligan

  Name:   Daniel Gilligan
  Title:   Authorized Officer
    Katonah Debt Advisors, L.L.C.
    As Manager
SANKATY ADVISORS, LLC as Collateral
Manager for AVERY POINT CLO, LTD., as
Term Lender
By:  

/s/ Alan K. Halfenger

  Name:   Alan K. Halfenger
  Title:   Chief Compliance Officer
    Assistant Secretary
SANKATY ADVISORS, LLC as Collateral
Manager for Castle Hill II –
INGOTS, Ltd., as Term Lender
By:  

/s/ Alan K. Halfenger

  Name:   Alan K. Halfenger
  Title:   Chief Compliance Officer
    Assistant Secretary
SANKATY ADVISORS, LLC as Collateral
Manager for Loan Funding XI LLC,
As Term Lender
By:  

/s/ Alan K. Halfenger

  Name:   Alan K. Halfenger
  Title:   Chief Compliance Officer
    Assistant Secretary


CHATHAM LIGHT II CLO, Limited, by
Sankaty Advisors LLC, as Collateral Manager
By:  

/s/ Alan K. Halfenger

  Name:   Alan K. Halfenger
  Title:   Chief Compliance Officer
    Assistant Secretary
FUTURE FUND BOARD OF GUARDIANS
By: Sankaty Advisors, LLC as its Investment Advisor
By:  

/s/ Alan K. Halfenger

  Name:   Alan K. Halfenger
  Title:   Chief Compliance Officer
    Assistant Secretary
SANKATY ADVISORS, LLC as Collateral
Manager for Race Point II CLO,
Limited, as Term Lender
By:  

/s/ Alan K. Halfenger

  Name:   Alan K. Halfenger
  Title:   Chief Compliance Officer
    Assistant Secretary
SANKATY ADVISORS, LLC as Collateral
Manager for Race Point III CLO,
Limited, as Term Lender
By:  

/s/ Alan K. Halfenger

  Name:   Alan K. Halfenger
  Title:  

Chief Compliance Officer

Assistant Secretary


RACE POINT IV CLO, Ltd.
By: Sankaty Advisors, LLC as Collateral Manager
By:  

/s/ Alan K. Halfenger

  Name:   Alan K. Halfenger
  Title:   Chief Compliance Officer
    Assistant Secretary
SANKATY MANAGED ACCOUNT (PSERS), L.P.
   
By:  

/s/ Alan K. Halfenger

  Name:   Alan K. Halfenger
  Title:   Chief Compliance Officer
    Assistant Secretary
SANKATY SENIOR LOAN FUND, L.P.
By:  

/s/ Alan K. Halfenger

  Name:   Alan K. Halfenger
  Title:   Chief Compliance Officer
    Assistant Secretary
FRASER SULLIVAN CLO I LTD.
By: Fraser Sullivan Investment Management,
LLC, as Collateral Manager
By:  

/s/ John W. Fraser

  Name:   John W. Fraser
  Title:   Managing Partner


FRASER SULLIVAN CLO II LTD.
By: Fraser Sullivan Investment Management,
LLC, as Collateral Manager
By:  

/s/ John W. Fraser

  Name:   John W. Fraser
  Title:   Managing Partner
COA CLO FINANCING LTD.
By: FS COA Management LLC, as Portfolio Manager
By:  

/s/ John W. Fraser

  Name:   John W. Fraser
  Title:   Manager
COA CAERUS CLO LTD.
By: FS COA Management LLC, as Portfolio Manager
By:  

/s/ John W. Fraser

  Name:   John W. Fraser
  Title:   Manager
AIB DEBT MANAGEMENT, LIMITED
By:  

/s/ Roison O’Connell

  Name:   Roison O’Connell
  Title:   Vice President
    Investment Advisor to
    AIB Debt Management, Limited
By:  

/s/ Keith Hamilton

  Name:   Keith Hamilton
  Title:  

Assistant Vice President

Investment Advisor to

AIB Debt Management, Limited


BRIDGEPORT CLO LTD.
By: Deerfield Capital Management LLC as
Its Collateral Manager
By:  

/s/ Ken Selle

  Name:   Ken Selle
  Title:   Managing Director
BRIDGEPORT II CLO LTD.
By: Deerfield Capital Management LLC as
Its Collateral Manager
By:  

/s/ Ken Selle

  Name:   Ken Selle
  Title:   Managing Director
BURR RIDGE CLO PLUS LTD.
By: Deerfield Capital Management LLC as
Its Collateral Manager
By:  

/s/ Ken Selle

  Name:   Ken Selle
  Title:   Managing Director
CUMBERLAND II CLO LTD.

By: Deerfield Capital Management LLC as its

Collateral Manager

By:  

/s/ Ken Selle

  Name:   Ken Selle
  Title:   Managing Director


FOREST CREEK CLO, LTD.

By: Deerfield Capital Management LLC as its

Collateral Manager

By:  

/s/ Ken Selle

  Name:   Ken Selle
  Title:   Managing Director
LONG GROVE CLO, LIMITED

By: Deerfield Capital Management LLC as its

Collateral Manager

By:  

/s/ Ken Selle

  Name:   Ken Selle
  Title:   Managing Director
MARKET SQUARE CLO, LTD.

By: Deerfield Capital Management LLC as its

Collateral Manager

By:  

/s/ Ken Selle

  Name:   Ken Selle
  Title:   Managing Director
MARQUETTE PARK CLO LTD.

By: Deerfield Capital Management LLC as its

Collateral Manager

By:  

/s/ Ken Selle

  Name:   Ken Selle
  Title:   Managing Director


SCHILLER PARK CLO LTD.

By: Deerfield Capital Management LLC as its

Collateral Manager

By:  

/s/ Ken Selle

  Name:   Ken Selle
  Title:   Managing Director
NATIXIS
By:  

/s/ Harold Birk

  Name:   Harold Birk
  Title:   Managing Director
By:  

/s/ J. Stéphane Lautner

  Name:   J. Stéphane Lautner
  Title:   Associate
UNITED OVERSEAS BANK LIMITED, NEW YORK AGENCY
By:  

/s/ K. Jin Koh

  Name:   K. Jin Koh
  Title:   GM
By:  

/s/ Mario Sheng

  Name:   Mario Sheng
  Title:   AVP


MIDLAND NATIONAL LIFE INSURANCE
COMPANY – ANNUITY
By: Guggenheim Partners Asset Management, Inc.
By:  

/s/ Stephen D. Sautel

  Name:   Stephen D. Sautel
  Title:   Senior Managing Director
NORTH AMERICAN COMPANY FOR LIFE
AND HEALTH INSURANCE
By: Guggenheim Partners Asset Management, Inc.
By:  

/s/ Stephen D. Sautel

  Name:   Stephen D. Sautel
  Title:   Senior Managing Director
1888 FUND, LTD.
By: Guggenheim Investment Management, LLC
as Collateral Manager
By:  

/s/ Kaitlin Trinh

  Name:   Kaitlin Trinh
  Title:   Director
SANDS POINT FUNDING LTD.
By: Guggenheim Investment Management, LLC
as Collateral Manager
By:  

/s/ Kaitlin Trinh

  Name:   Kaitlin Trinh
  Title:   Director


KENNECOTT FUNDING LTD.
By: Guggenheim Investment Management, LLC
as Collateral Manager
By:  

/s/ Kaitlin Trinh

  Name:   Kaitlin Trinh
  Title:   Director
GREEN LANE CLO LTD.
By: Guggenheim Investment Management, LLC
as Collateral Manager
By:  

/s/ Kaitlin Trinh

  Name:   Kaitlin Trinh
  Title:   Director
COPPER RIVER CLO LTD.
By: Guggenheim Investment Management, LLC
as Collateral Manager
By:  

/s/ Kaitlin Trinh

  Name:   Kaitlin Trinh
  Title:   Director
CANARAS SUMMIT CLO LTD.
By: Canaras Capital Management LLC
as Sub-Investment Adviser
By:  

/s/ Andrew J. Heller

  Name:   Andrew J. Heller
  Title:   Authorized Signatory


SOLERA ANEJO LIMITED
By: Canaras Capital Management LLC
as Sub-Investment Adviser
By:  

/s/ Andrew J. Heller

  Name:   Andrew J. Heller
  Title:   Authorized Signatory
CIFC FUNDING 2007-I LTD.
By:  

/s/ Stephen J. Vaccaro

  Name:   Stephen J. Vaccaro
  Title:   Co-Chief Investment Officer
CIFC FUNDING 2006-IB LTD.
By:  

/s/ Stephen J. Vaccaro

  Name:   Stephen J. Vaccaro
  Title:   Co-Chief Investment Officer
CIFC FUNDING 2006-I LTD.
By:  

/s/ Stephen J. Vaccaro

  Name:   Stephen J. Vaccaro
  Title:   Co-Chief Investment Officer
CIFC FUNDING 2007-III LTD.
By:  

/s/ Stephen J. Vaccaro

  Name:   Stephen J. Vaccaro
  Title:   Co-Chief Investment Officer


BLT 18 LLC
By:  

/s/ Ronald Gotz

  Name:   Ronald Gotz
  Title:   Authorized Signatory
FOUR CORNERS CLO 2005-I, LTD.
By: Four Corners Capital Management, LLC
as Collateral Manager
By:  

/s/ Kapil Singh

  Name:   Kapil Singh, CFA
  Title:   Senior Vice President
FOUR CORNERS CLO II, LTD.
By:  

/s/ Patrick M. Cook

  Name:   Patrick M. Cook
  Title:   Assistant Vice President
FOUR CORNERS CLO III, LTD.
By: Macquarie Funds Group

FKA Four Corners Capital Management, LLC

as Collateral Manager

By:  

/s/ Kapil Singh

  Name:   Kapil Singh, CFA
  Title:   Senior Vice President


SFR, LTD.
By: Four Corners Capital Management, LLC
as Collateral Manager
By:  

/s/ Kapil Singh

  Name:   Kapil Singh, CFA
  Title:   Senior Vice President
FIRST TRUST/FOUR CONERS SENIOR
FLOATING RATE INCOME FUND
By: Four Corners Capital Management, LLC
as Sub-Adviser
By:  

/s/ Kapil Singh

  Name:   Kapil Singh, CFA
  Title:   Senior Vice President
FIRST TRUST/FOUR CORNERS SENIOR
FLOATING RATE INCOME FUND II
By: Four Corners Capital Management, LLC
as Sub-Advisor
By:  

/s/ Kapil Singh

  Name:   Kapil Singh, CFA
  Title:   Senior Vice President
ORIX FINANCE CORP.

By:

 

/s/ Christopher L. Smith

  Name:   Christopher L. Smith
  Title:   Authorized Representative


THE SUMITOMO TRUST & BANKING CO.,
LTD, New York Branch
By:  

/s/ Frances E. Wynne

  Name:   Frances E. Wynne
  Title:   Senior Director
AMERICAN INTERNATIONAL GROUP, INC.
By: AIG Global Investment Corp.,
Its Investment Adviser
By:  

/s/ W. Jeffrey Baxter

  Name:   W. Jeffrey Baxter
  Title:   Managing Director
GALAXY III CLO, LTD.
By: AIG Global Investment Corp.,
Its Collateral Manager
By:  

/s/ W. Jeffrey Baxter

  Name:   W. Jeffrey Baxter
  Title:   Managing Director
GALAXY IV CLO, LTD.
By: AIG Global Investment Corp.,
Its Collateral Manager
By:  

/s/ W. Jeffrey Baxter

  Name:   W. Jeffrey Baxter
  Title:   Managing Director


GALAXY V CLO, LTD.
By: AIG Global Investment Corp.,
Its Collateral Manager
By:  

/s/ W. Jeffrey Baxter

  Name:   W. Jeffrey Baxter
  Title:   Managing Director
GALAXY VI CLO, LTD.
By: AIG Global Investment Corp.,
Its Collateral Manager
By:  

/s/ W. Jeffrey Baxter

  Name:   W. Jeffrey Baxter
  Title:   Managing Director
GALAXY X CLO, LTD.
By: AIG Global Investment Corp.
as Collateral Manager
By:  

/s/ W. Jeffrey Baxter

  Name:   W. Jeffrey Baxter
  Title:   Managing Director
SATURN CLO, LTD.
By: AIG Global Investment Corp.
as Collateral Manager
By:  

/s/ W. Jeffrey Baxter

  Name:   W. Jeffrey Baxter
  Title:   Managing Director


BATTALION CLO 2007-I, LTD.
By:  

/s/ Joanna Bensimon

  Name:   Joanna Bensimon
  Title:   Associate
SEI HIGH YIELD FIXED INCOME FUND
By:  

/s/ Joanna Bensimon

  Name:   Joanna Bensimon
  Title:   Associate
SEI INSTITUTIONAL INVESTMENT TRUST-
HIGH YIELD BOND FUND
By:  

/s/ Joanna Bensimon

  Name:   Joanna Bensimon
  Title:   Associate
SEI INSTITUTIONAL MANAGED TRUST-
HIGH YIELD BOND FUND
By:  

/s/ Joanna Bensimon

  Name:   Joanna Bensimon
  Title:   Associate
TRS BABSON I LLC
By:   Deutsche Bank AG Cayman Islands Branch
  its sole member
By:   DB Services New Jersey, Inc.
By:  

/s/ Alice L. Wagner

  Name:   Alice L. Wagner
  Title:   Vice President


By:  

/s/ Jonathan Shin

  Name:   Jonathan Shin
  Title:   Assistant Vice President
ARTUS LOAN FUND 2007-I, LTD.
BABSON CLO LTD. 2004-I
BABSON CLO LTD. 2004-II
BABSON CLO LTD. 2005-I
BABSON CLO LTD. 2005-II
BABSON CLO LTD. 2005-III
BABSON CLO LTD. 2006-I
BABSON CLO LTD. 2006-II
BABSON CLO LTD. 2008-I
BABSON CLO LTD. 2008-II
BABSON CREDIT STRATEGIES CLO, LTD.
BABSON LOAN OPPORTUNITY CLO, LTD.
OSPREY CDO 2006-I LTD.
SAPPHIRE VALLEY CDO I, LTD.
By: Babson Capital Management LLC as Collateral
Manager  
By:  

/s/ Arthur McMahon

  Name:   Arthur McMahon
  Title:   Director


BILL & MELINDA GATES FOUNDATION
TRUST  
By: Babson Capital Management LLC as
Investment Adviser
By:  

/s/ Arthur McMahon

  Name:   Arthur McMahon
  Title:   Director
C.M. LIFE INSURANCE COMPANY
By: Babson Capital Management LLC as
Investment Adviser
By:  

/s/ Arthur McMahon

  Name:   Arthur McMahon
  Title:   Director
HAKONE FUND II LLC
By: Babson Capital Management LLC as
Investment Manager
By:  

/s/ Arthur McMahon

  Name:   Arthur McMahon
  Title:   Director
MAPLEWOOD (CAYMAN) LIMITED
By: Babson Capital Management LLC as
Investment Manager
By:  

/s/ Arthur McMahon

  Name:   Arthur McMahon
  Title:   Director


MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: Babson Capital Management LLC as
Investment Adviser
By:  

/s/ Arthur McMahon

  Name:   Arthur McMahon
  Title:   Director
VINACASA CLO, LTD.
By: Babson Capital Management LLC as Collateral
Servicer  
By:  

/s/ Arthur McMahon

  Name:   Arthur McMahon
  Title:   Director
XELO VII LIMITED
By, Babson Capital Management LLC as Sub-
Adviser  
By:  

/s/ Arthur McMahon

  Name:   Arthur McMahon
  Title:   Director
JFIN CLO 2007 LTD.
By:   Jeffries Finance LLC as Collateral Manager
By:  

/s/ Andrew Lennon

  Name:   Andrew Lennon
  Title:   Director


JEFFRIES FINANCE CP FUNDING LLC
By:  

/s/ Andrew Lennon

  Name:   Andrew Lennon
  Title:   Director
SWISS CAPITAL PRO LOAN LIMITED
For and on Behalf of BNY Mellon Trust Company
(Ireland) Limited under power of attorney
By:  

/s/ Robert Blake

  Name:   Robert Blake
  Title:   AVP
Greyrock CDO, Limited
By: Aladdin Capital Management LLC
By:  

/s/ Pallo Blum-Tucker

  Name:   Pallo Blum-Tucker
  Title:   Authorized Signatory
Landmark VIII CLO, Limited
By: Aladdin Capital Management LLC
By:  

/s/ Pallo Blum-Tucker

  Name:   Pallo Blum-Tucker
  Title:   Authorized Signatory
Landmark IX CDO, Limited
By: Aladdin Capital Management LLC
By:  

/s/ Pallo Blum-Tucker

  Name:   Pallo Blum-Tucker
  Title:   Authorized Signatory


Clapboard LLC
By: The Royal Bank of Scotland plc as attorney-in-fact
By: RBS Securities Inc., its agent
By:  

/s/ Jeffrey Black

  Name:   Jeffrey Black
  Title:   Vice President
Asclepius LLC
By: The Royal Bank of Scotland plc as attorney-in-fact
By: RBS Securities Inc., its agent
By:  

/s/ Jeffrey Black

  Name:   Jeffrey Black
  Title:   Vice President
Flagship CLO III
By: Deutsche Investment Management Americas,
Inc. (as successor in interest to Deutsche Asset
Management, Inc.), As Collateral Manager
By:  

/s/ Eric S. Meyer

  Name:   Eric S. Meyer
  Title:   Managing Director
By:  

/s/ Mark Rigazio

  Name:   Mark Rigazio
  Title:   Vice President


Flagship CLO IV
By: Deutsche Investment Management Americas,
Inc. (as successor in interest to Deutsche Asset
Management, Inc.), as Sub-Advisor
By:   /s/ Eric S. Meyer
  Name:   Eric S. Meyer
  Title:   Managing Director
By:   /s/ Mark Rigazio
  Name:   Mark Rigazio
  Title:   Vice President
Flagship CLO V
By: Deutsche Investment Management Americas,
Inc. (as successor in interest to Deutsche Asset
Management, Inc.), As Collateral Manager
By:   /s/ Eric S. Meyer
  Name:   Eric S. Meyer
  Title:   Managing Director
By:   /s/ Mark Rigazio
  Name:   Mark Rigazio
  Title:   Vice President
Flagship CLO VI
By: Deutsche Investment Management Americas,
Inc., As Collateral Manager
By:   /s/ Eric S. Meyer
  Name:   Eric S. Meyer
  Title:   Managing Director
By:   /s/ Mark Rigazio
  Name:   Mark Rigazio
  Title:   Vice President


Aurum CLO 2002-1 Ltd.
By: Deutsche Investment Management Americas,
Inc. (as successor in interest to Deutsche Asset
Management, Inc.), As Sub-Adviser
By:   /s/ Eric S. Meyer
  Name:   Eric S. Meyer
  Title:   Managing Director
By:   /s/ Mark Rigazio
  Name:   Mark Rigazio
  Title:   Vice President
OAK HILL CREDIT PARTNERS II, LIMITED
By: Oak Hill CLO Management II, LLC
As Investment Manager
By:   /s/ Scott D. Krase
Name:   Scott D. Krase
Title:   Authorized Person
OAK HILL CREDIT PARTNERS III, LIMITED
By: Oak Hill CLO Management III, LLC
As Investment Manager
By:   /s/ Scott D. Krase
Name:   Scott D. Krase
Title:   Authorized Person
OAK HILL CREDIT PARTNERS IV, LIMITED
By: Oak Hill CLO Management IV, LLC
As Investment Manager
By:   /s/ Scott D. Krase
Name:   Scott D. Krase
Title:   Authorized Person


OAK HILL CREDIT PARTNERS V, LIMITED
By: Oak Hill Advisors, L.P.
As Portfolio Manager
By:   /s/ Scott D. Krase
Name:   Scott D. Krase
Title:   Authorized Person
FUTURE FUND BOARD OF GUARDIANS
By: Oak Hill Advisors, L.P.
As its Investment Manager
By:   /s/ Scott D. Krase
Name:   Scott D. Krase
Title:   Authorized Person
GMAM GROUP PENSION TRUST I,
As a Lender
By: STATE STREET BANK AND TRUST

COMPANY, solely as Trustee

By:   /s/ Timothy Norton
Name:   Timothy Norton
Title:   Officer
OHA FINLANDIA CREDIT FUND,

As a Lender

By:   /s/ Scott D. Krase
Name:   Scott D. Krase
Title:   Authorized Person
OHA PARK AVENUE CLO I, LTD.
By: Oak Hill Advisors, L.P.
As Investment Manager
By:   /s/ Scott D. Krase
Name:   Scott D. Krase
Title:   Authorized Person


PACIFICA CDO IV LTD
PACIFICA CDO V LTD
VERITAS CLO I, LTD
WESTWOOD CDO I LTD
By:   /s/ William Lemberg
  Name:   William Lemberg
  Title:   Senior Vice President
[SILVERADO CLO 2006] CLO - 201702000

18866500 - Gates Loans

13923601 - Bureau

16959701 - JH2

15605400 - Vulcan bond account

By:   /s/ Mai Shiver
  Name:   Mai Shiver
  Title:   Chief Compliance Officer


GRAND CENTRAL ASSET TRUST,
CAMERON I SERIES
By:   /s/ Adam Kaiser
  Name:   Adam Kaiser
  Title:   Attorney-in-Fact
BLUE SHIELD OF CALIFORNIA
By:   /s/ David Ardini
  Name:   David Ardini
  Title:   Vice President
FRANKLIN CLO IV, LIMITED
By:   /s/ David Ardini
  Name:   David Ardini
  Title:   Vice President
FRANKLIN CLO V, LIMITED
By:   /s/ David Ardini
  Name:   David Ardini
  Title:   Vice President
FRANKLIN CLO VI, LIMITED
By:   /s/ David Ardini
  Name:   David Ardini
  Title:   Vice President


GOLDENTREE LOAN OPPORTUNITIES III, LIMITED
By: GoldenTree Asset Management, LP
By:   /s/ Karen Weber
  Name:   Karen Weber
  Title:   Director – Bank Debt
GOLDENTREE LOAN OPPORTUNITIES IV, LIMITED
By: GoldenTree Asset Management, LP
By:   /s/ Karen Weber
  Name:   Karen Weber
  Title:   Director – Bank Debt
GOLDENTREE LOAN OPPORTUNITIES V, LIMITED
By: GoldenTree Asset Management, LP
By:   /s/ Karen Weber
  Name:   Karen Weber
  Title:   Director – Bank Debt
LMP CORPORATE LOAN FUND, INC.
By: Citi Alternative Investments LLC
By:   /s/ Roger Yee
  Name:   Roger Yee
  Title:   VP


EAGLE MASTER FUND LTD.

By: Citi Alternative Investments LLC,

as Investment Manager for and on behalf of

Eagle Master Fund Ltd.
By:   /s/ Roger Yee
  Name:   Roger Yee
  Title:   VP
REGATTA FUNDING LTD.
By: Citi Alternative Investments LLC,
Attorney-in-Fact
By:   /s/ Roger Yee
  Name:   Roger Yee
  Title:   VP
KKR FINANCIAL CLO 2005-1 LTD
By:   /s/ Mark Casanova
  Name:   Mark Casanova
  Title:   Authorized Signatory
KKR FINANCIAL CLO 2005-2 LTD
By:   /s/ Mark Casanova
  Name:   Mark Casanova
  Title:   Authorized Signatory


KKR FINANCIAL CLO 2007-1 LTD
By:   /s/ Mark Casanova
  Name:   Mark Casanova
  Title:   Authorized Signatory
KKR FINANCIAL CLO 2007-A LTD
By:   /s/ Mark Casanova
  Name:   Mark Casanova
  Title:   Authorized Signatory
OREGON PUBLIC EMPLOYEES RETIREMENT FUND
By:   /s/ Mark Casanova
  Name:   Mark Casanova
  Title:   Authorized Signatory
KKR FI PARTNERS I L.P.
By:   /s/ Mark Casanova
  Name:   Mark Casanova
  Title:   Authorized Signatory

PIONEER FLOATING RATE FUND

PIONEER FLOATING RATE TRUST

By: Pioneer Investment Management, Inc.,
Advisor to each of the Lenders above
By:   /s/ Margaret C. Bagley
  Name:   Margaret C. Bagley
  Title:   Assistant Secretary and
    Associate General Counsel


MONTPELIER INVESTMENTS HOLDINGS LTD.
By: Pioneer Institutional Asset Management,
Inc., Advisor to the Lender above
By:   /s/ Margaret C. Bagley
  Name:   Margaret C. Bagley
  Title:   Assistant Secretary and
    Associate General Counsel
BAKER STREET FUNDING CLO 2005-I LTD.
By: Seix Investment Advisors LLC, as Collateral
Manager
GRAND HORN CLO LTD.
By: Seix Investment Advisors LLC, as Collateral
Manager
MOUNTAIN VIEW FUNDING CLO 2006-I LTD.
By: Seix Investment Advisors LLC, as Collateral

Manager

MOUNTAIN VIEW CLO II LTD.
By: Seix Investment Advisors LLC, as Collateral

Manager

MOUNTAIN VIEW CLO III LTD.
By: Seix Investment Advisors LLC, as Collateral

Manager

By:   /s/ George Goudelias
  Name:   George Goudelias
  Title:   Managing Director


VICTORIA FALLS CLO, LTD.
By:   /s/ Bradley K. Bryan
  Name:   Bradley K. Bryan
  Title:   Senior Vice President
SUMMIT LAKE CLO, LTD.
By:   /s/ Bradley K. Bryan
  Name:   Bradley K. Bryan
  Title:   Senior Vice President
CLEAR LAKE CLO, LTD.
By:   /s/ Bradley K. Bryan
  Name:   Bradley K. Bryan
  Title:   Senior Vice President
DIAMOND LAKE CLO, LTD.
By:   /s/ Bradley K. Bryan
  Name:   Bradley K. Bryan
  Title:   Senior Vice President
ST. JAMES RIVER CLO, LTD.
By:   /s/ Bradley K. Bryan
  Name:   Bradley K. Bryan
  Title:   Senior Vice President


BY: CALLIDUS DEBT PARTNERS CLO

FUND II, LTD.

By: Its Collateral Manager,
Callidus Capital Management, LLC
By:  

/s/ Ira Ginsburg

  Name:   Ira Ginsburg
  Title:   Principal
BY: CALLIDUS DEBT PARTNERS CLO FUND III LTD.
By: Its Collateral Manager,
Callidus Capital Management, LLC
By:  

/s/ Ira Ginsburg

  Name:   Ira Ginsburg
  Title:   Principal
BY: CALLIDUS DEBT PARTNERS CLO FUND IV LTD.
By: Its Collateral Manager,
Callidus Capital Management, LLC
By:  

/s/ Ira Ginsburg

  Name:   Ira Ginsburg
  Title:   Principal
BY: CALLIDUS DEBT PARTNERS CLO FUND V, LTD.
By: Its Collateral Manager,
Callidus Capital Management, LLC
By:  

/s/ Ira Ginsburg

  Name:   Ira Ginsburg
  Title:   Principal


BY: CALLIDUS DEBT PARTNERS CLO FUND VI, LTD.
By: Its Collateral Manager,
Callidus Capital Management, LLC
By:  

/s/ Ira Ginsburg

  Name:   Ira Ginsburg
  Title:   Principal
BY: CALLIDUS DEBT PARTNERS CLO FUND VII, LTD.
By: Its Collateral Manager,
Callidus Capital Management, LLC
By:  

/s/ Ira Ginsburg

  Name:   Ira Ginsburg
  Title:   Principal
BY: MAPS CLO FUND I, LLC
By: Its Collateral Manager,
Callidus Capital Management, LLC
By:  

/s/ Ira Ginsburg

  Name:   Ira Ginsburg
  Title:   Principal
BY: MAPS CLO FUND II, LTD.
By: Its Collateral Manager,
Callidus Capital Management, LLC
By:  

/s/ Ira Ginsburg

  Name:   Ira Ginsburg
  Title:   Principal


VAN KAMPEN SENIOR LOAN FUND
By:   Van Kampen Asset Management
By:  

/s/ Philip Yarrow

  Name:   Philip Yarrow
  Title:   Executive Director
VAN KAMPEN SENIOR INCOME TRUST
By:   Van Kampen Asset Management
By:  

/s/ Philip Yarrow

  Name:   Philip Yarrow
  Title:   Executive Director
MSIM PECONIC BAY, LTD.

By: Morgan Stanley Investment Management Inc.

as Collateral Manager

By:  

/s/ William A. Housey Jr.

  Name:   William A. Housey Jr.
  Title:   Executive Director
GENESIS CLO 2007-2, LTD., as a Lender
By:   LLCP Advisors LLC, as Collateral Manager
By:  

/s/ Steven Hartman

  Name:   Steven Hartman
  Title:   General Counsel


BALLYROCK CLO 2006-2 LIMITED
By: Ballyrock Investment Advisors LLC, as
Collateral Manager
By:  

/s/ Lisa Rymut

  Name:   Lisa Rymut
  Title:   Assistant Treasurer
BALLYROCK CLO 2006-1 LIMITED
By: Ballyrock Investment Advisors LLC, as
Collateral Manager
By:  

/s/ Lisa Rymut

  Name:   Lisa Rymut
  Title:   Assistant Treasurer
BALLYROCK CLO II LIMITED
By: Ballyrock Investment Advisors LLC, as
Collateral Manager
By:  

/s/ Lisa Rymut

  Name:   Lisa Rymut
  Title:   Assistant Treasurer
BALLYROCK CLO III LIMITED
By: Ballyrock Investment Advisors LLC, as
Collateral Manager
By:  

/s/ Lisa Rymut

  Name:   Lisa Rymut
  Title:   Assistant Treasurer


FIDELITY CENTRAL INVESTMENT
PORTFOLIOS LLC: FIDELITY FLOATING
RATE CENTRAL INVESTMENT
PORTFOLIO
By:  

/s/ Paul Murphy

  Name:   Paul Murphy
  Title:   Assistant Treasurer
PYRAMIS FLOATING RATE HIGH INCOME
COMMINGLED POOL
By: Pyramis Global Advisors Trust Company, as
Trustee
By:  

/s/ Lynn M. Farrand

  Name:   Lynn M. Farrand
  Title:   Director
PPM SHADOW CREEK FUNDING LLC
By:  

/s/ Stacy Lai

  Name:   Stacy Lai
  Title:   Assistant Vice President
BELL ATLANTIC MASTER TRUST
By: TCW Asset Management Company,
As Investment Manager
By:  

/s/ Stephen Suo

  Name:   Stephen Suo
  Title:   Senior Vice President
By:  

/s/ Edison Hwang

  Name:   Edison Hwang
  Title:   Vice President


FARAKER INVESTMENT PTE LTD.
By: TCW Asset Management Company, as Manager
By:  

/s/ Stephen Suo

  Name:   Stephen Suo
  Title:   Senior Vice President
By:  

/s/ Edison Hwang

  Name:   Edison Hwang
  Title:   Vice President
FIRST 2004-I CLO, LTD.

By: TCW Asset Management Company,

its Collateral Manager

By:  

/s/ Stephen Suo

  Name:   Stephen Suo
  Title:   Senior Vice President
By:  

/s/ Edison Hwang

  Name:   Edison Hwang
  Title:   Vice President
FIRST 2004-II CLO, LTD.

By: TCW Asset Management Company,

its Collateral Manager

By:  

/s/ Stephen Suo

  Name:   Stephen Suo
  Title:   Senior Vice President
By:  

/s/ Edison Hwang

  Name:   Edison Hwang
  Title:   Vice President


ILLINOIS STATE BOARD OF INVESTMENT

By: TCW Asset Management Company,

as its Investment Advisor

By:  

/s/ Stephen Suo

  Name:   Stephen Suo
  Title:   Senior Vice President
By:  

/s/ Edison Hwang

  Name:   Edison Hwang
  Title:   Vice President
MAC CAPITAL, LTD.
By: TCW Asset Management Company as its
Portfolio Manager
By:  

/s/ Stephen Suo

  Name:   Stephen Suo
  Title:   Senior Vice President
By:  

/s/ Edison Hwang

  Name:   Edison Hwang
  Title:   Vice President
MOMENTUM CAPITAL FUND, LTD.
By: TCW Asset Management Company as its
Portfolio Manager
By:  

/s/ Stephen Suo

  Name:   Stephen Suo
  Title:   Senior Vice President
By:  

/s/ Edison Hwang

  Name:   Edison Hwang
  Title:   Vice President


PARK AVENUE LOAN TRUST

By: TCW Asset Management Company,

as Agent

By:  

/s/ Stephen Suo

  Name:   Stephen Suo
  Title:   Senior Vice President
By:  

/s/ Edison Hwang

  Name:   Edison Hwang
  Title:   Vice President
RGA REINSURANCE COMPANY
By: TCW Asset Management Company as its
Investment Advisor
By:  

/s/ Stephen Suo

  Name:   Stephen Suo
  Title:   Senior Vice President
By:  

/s/ Edison Hwang

  Name:   Edison Hwang
  Title:   Vice President
TCW CREDIT OPPORTUNITIES FUND I B,
L.P.
TCW Asset Management Company as Manager
By:  

/s/ Stephen Suo

  Name:   Stephen Suo
  Title:   Senior Vice President
By:  

/s/ Edison Hwang

  Name:   Edison Hwang
  Title:   Vice President


TCW CREDIT OPPORTUNITIES FUND, L.P.
By: TCW Asset Management Company as
Manager
By:  

/s/ Stephen Suo

  Name:   Stephen Suo
  Title:   Senior Vice President
By:  

/s/ Edison Hwang

  Name:   Edison Hwang
  Title:   Vice President
TCW SENIOR SECURED FLOATING RATE
LOAN FUND, L.P.
By: TCW Asset Management Company as its
Investment
By:  

/s/ Stephen Suo

  Name:   Stephen Suo
  Title:   Senior Vice President
By:  

/s/ Edison Hwang

  Name:   Edison Hwang
  Title:   Vice President
VELOCITY CLO LTD.

By: TCW Asset Management Company,

as Collateral Manager

By:  

/s/ Stephen Suo

  Name:   Stephen Suo
  Title:   Senior Vice President
By:  

/s/ Edison Hwang

  Name:   Edison Hwang
  Title:   Vice President


VITESSE CLO LTD.
By: TCW Asset Management Company as its
Portfolio Manager
By:  

/s/ Stephen Suo

  Name:   Stephen Suo
  Title:   Senior Vice President
By:  

/s/ Edison Hwang

  Name:   Edison Hwang
  Title:   Vice President
WEST BEND MUTUAL INSURANCE
COMPANY
By: TCW Asset Management Company, as its
Investment Advisor
By:  

/s/ Stephen Suo

  Name:   Stephen Suo
  Title:   Senior Vice President
By:  

/s/ Edison Hwang

  Name:   Edison Hwang
  Title:   Vice President
TCW ABSOLUTE RETURN CREDIT FUND,
L.P.
By: TCW Asset Management Company, its
Investment Manager
By:  

/s/ Melissa V. Weiler

  Name:   Melissa v. Weiler
  Title:   Managing Director
By:  

/s/ Steven M. Koehler

  Name:   Steven M. Koehler
  Title:   Senior Vice President


MARATHON FINANCING I B.V.
By: Marathon Asset Management L.P.
Its Portfolio Manager and Authorized Signatory
By:  

/s/ Louis T. Hanover

  Name:   Louis T. Hanover
  Title:   Authorized Signatory
MARATHON CLO II LTD.
By: Marathon Asset Management L.P.
Its Collateral Manager
By:  

/s/ Louis T. Hanover

  Name:   Louis T. Hanover
  Title:   Authorized Signatory
COLUMBUSNOVA CLO LTD. 2006-I
By:  

/s/ Patrick Engel

  Name:   Patrick Engel
  Title:   Director
COLUMBUSNOVA CLO LTD. 2006-II
By:  

/s/ Patrick Engel

  Name:   Patrick Engel
  Title:   Director
COLUMBUSNOVA CLO LTD. 2007-I
By:  

/s/ Patrick Engel

  Name:   Patrick Engel
  Title:   Director


COLUMBUSNOVA CLO LTD. 2007-II
By:  

/s/ Patrick Engel

  Name:   Patrick Engel
  Title:   Director
ATRIUM V
By: Credit Suisse Alternative Capital, Inc. as Collateral Manager
By:  

/s/ Thomas Flannery

  Name:   Thomas Flannery
  Title:   Authorized Signatory
ATRIUM VI

By: Credit Suisse Alternative Capital, Inc. as

Collateral Manager

By:  

/s/ Thomas Flannery

  Name:   Thomas Flannery
  Title:   Authorized Signatory
CSAM FUNDING I
By:  

/s/ Thomas Flannery

  Name:   Thomas Flannery
  Title:   Authorized Signatory
MADISON PARK FUNDING I, Ltd.
By:  

/s/ Thomas Flannery

  Name:   Thomas Flannery
  Title:   Authorized Signatory


MADISON PARK FUNDING II, Ltd.

By: Credit Suisse Alternative Capital, Inc. as

Collateral Manager

By:  

/s/ Thomas Flannery

  Name:   Thomas Flannery
  Title:   Authorized Signatory
MADISON PARK FUNDING V, Ltd.

By: Credit Suisse Alternative Capital, Inc. as

Collateral Manager

By:  

/s/ Thomas Flannery

  Name:   Thomas Flannery
  Title:   Authorized Signatory
MADISON PARK FUNDING VI, Ltd.

By: Credit Suisse Alternative Capital, Inc. as

Collateral Manager

By:  

/s/ Thomas Flannery

  Name:   Thomas Flannery
  Title:   Authorized Signatory
WHITEHORSE I, LTD.

By: WhiteHorse Capital Partners, L.P.

As Collateral Manager

By: WhiteRock Asset Advisor, LLC, its G.P.
By:  

/s/ Ethan Underwood

  Name:   Ethan Underwood
  Title:   Portfolio Manager


WHITEHORSE II, LTD.

By: WhiteHorse Capital Partners, L.P.

As Collateral Manager

By: WhiteRock Asset Advisor, LLC, its G.P.
By:  

/s/ Ethan Underwood

  Name:   Ethan Underwood
  Title:   Portfolio Manager
WHITEHORSE III, LTD.

By: WhiteHorse Capital Partners, L.P.

As Collateral Manager

By: WhiteRock Asset Advisor, LLC, its G.P.
By:  

/s/ Ethan Underwood

  Name:   Ethan Underwood
  Title:   Portfolio Manager
WHITEHORSE V, LTD.

By: WhiteHorse Capital Partners, L.P.

As Collateral Manager

By: WhiteRock Asset Advisor, LLC, its G.P.
By:  

/s/ Ethan Underwood

  Name:   Ethan Underwood
  Title:   Portfolio Manager

FEINGOLD O’KEEFFE CAPITAL, LLC

As Collateral Manager for

Lime Street CLO, Ltd.
By:  

/s/ Scott D’Orsi

  Name:   Scott D’Orsi
  Title:   Portfolio Manager


FEINGOLD O’KEEFFE CAPITAL, LLC
As Collateral Manager for
Emerson Place CLO, Ltd.
By:  

/s/ Scott D’Orsi

  Name:   Scott D’Orsi
  Title:   Portfolio Manager
CANYON CAPITAL CLO 2004-1, LTD.
By:  

/s/ Michael M. Leyland

  Name:   Michael M. Leyland
  Title:   Authorized Signatory
By:   Canyon Capital Advisors LLC,
  a Delaware limited liability company,
  its Collateral Manager
GENESIS CLO 2007-1 LTD.
By:   Ore Hill Partners LLC
Its: Investment Advisor
By:  

/s/ Claude A. Baum, Esq.

  Name:   Claude A. Baum, Esq.
  Title:   General Counsel
    Ore Hill Partners LLC
GMAM GROUP PENSION TRUST I
By:   State Street Bank & Trust Company as Trustee
For GMAM Group Pension Trust I
By:  

/s/ Aaron J. Poulin

  Name:   Aaron J. Poulin
  Title:   Vice President
    State Street Bank & Trust Co.


CREDOS FLOATING RATE FUND, L.P.
By: Shenkman Capital Management, Inc., its
General Partner
By:  

/s/ Richard H. Weinstein

  Name:   Richard H. Weinstein
  Title:   Executive Vice President
PRIMUS HIGH YIELD BOND FUND, L.P.
By: Shenkman Capital Management, Inc., its
General Partner
By:  

/s/ Richard H. Weinstein

  Name:   Richard H. Weinstein
  Title:   Executive Vice President
TAVITIAN FOUNDATION, INC.
By: Shenkman Capital Management, Inc., as
Investment Manager
By:  

/s/ Richard H. Weinstein

  Name:   Richard H. Weinstein
  Title:   Executive Vice President
TEACHERS’ RETIREMENT SYSTEM OF LOUISIANA
(Shenkman - BANK LOAN ACCOUNT)
By: Shenkman Capital Management, Inc., as
Investment Manager
By:  

/s/ Richard H. Weinstein

  Name:   Richard H. Weinstein
  Title:   Executive Vice President


TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA
By: Shenkman Capital Management, Inc., as Investment Manager
By:  

/s/ Richard H. Weinstein

  Name:   Richard H. Weinstein
  Title:   Executive Vice President
HARBOR HIGH YIELD BOND FUND
By: Shenkman Capital Management, Inc., as Sub Advisor
By:  

/s/ Richard H. Weinstein

  Name:   Richard H. Weinstein
  Title:   Executive Vice President
HEWETT’S ISLAND CLO IV, LTD.
By: CypressTree Investment Management Company, Inc., as Portfolio Manager
By:  

/s/ Robert Weeden

  Name:   Robert Weeden
  Title:   Portfolio Manager
HEWETT’S ISLAND CLO V, LTD.
By: CypressTree Investment Management Company, Inc., as Portfolio Manager
By:  

/s/ Robert Weeden

  Name:   Robert Weeden
  Title:   Portfolio Manager


BLUEMOUNTAIN CLO LTD
By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its collateral manager
By:  

/s/ Glenn Mueller

  Name:   Glenn Mueller
  Title:   Associate
BLUEMOUNTAIN CLO II LTD
By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its collateral manager
By:  

/s/ Glenn Mueller

  Name:   Glenn Mueller
  Title:   Associate
BLUEMOUNTAIN CLO III LTD
By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its collateral manager
By:  

/s/ Glenn Mueller

  Name:   Glenn Mueller
  Title:   Associate
ENDURANCE CLO I, LTD.
By: West Gate Horizons Advisors LLC, as Collateral Manager
By:  

/s/ Robert Cohen

  Name:   Robert Cohen
  Title:   Senior Credit Analyst


WG HORIZONS CLO I
By: West Gate Horizons Advisors LLC, as Investment Manager
By:  

/s/ Robert Cohen

  Name:   Robert Cohen
  Title:   Senior Credit Analyst
OCEAN TRAILS CLO I
By: West Gate Horizons Advisors LLC, as Investment Manager
By:  

/s/ Robert Cohen

  Name:   Robert Cohen
  Title:   Senior Credit Analyst
OCEAN TRAILS CLO II
By: West Gate Horizons Advisors LLC, as Investment Manager
By:  

/s/ Robert Cohen

  Name:   Robert Cohen
  Title:   Senior Credit Analyst
FRIDSON CREDIT STRATEGIES MASTER FUND, L.P.
By:  

/s/ David Teolis

  Name:   David Teolis
  Title:   Portfolio Manager


GREEN ISLAND CBNA LOAN FUNDING LLC
By:  

/s/ Andrew Valko

  Name:   Andrew Valko
  Title:   Attorney-in-Fact
ACA CLO 2005-1, LTD.,
By its investment adviser Apidos Capital Management, LLC
By:  

/s/ Vincent Ingato

  Name:   Vincent Ingato
  Title:   Managing Director
ACA CLO 2006-1, LTD.,
By its investment adviser Apidos Capital Management, LLC
By:  

/s/ Vincent Ingato

  Name:   Vincent Ingato
  Title:   Managing Director
ACA CLO 2006-2, LTD.,
By its investment adviser Apidos Capital Management, LLC
By:  

/s/ Vincent Ingato

  Name:   Vincent Ingato
  Title:   Managing Director


ACA CLO 2007-1, LTD.,
By its investment adviser Apidos Capital Management, LLC
By:  

/s/ Vincent Ingato

  Name:   Vincent Ingato
  Title:   Managing Director
APIDOS CDO I,
By its investment adviser Apidos Capital Management, LLC
By:  

/s/ Vincent Ingato

  Name:   Vincent Ingato
  Title:   Managing Director
APIDOS CDO II,
By its investment adviser Apidos Capital Management, LLC
By:  

/s/ Vincent Ingato

  Name:   Vincent Ingato
  Title:   Managing Director
APIDOS CDO III,
By its investment adviser Apidos Capital Management, LLC
By:  

/s/ Vincent Ingato

  Name:   Vincent Ingato
  Title:   Managing Director


APIDOS CDO IV,
By its investment adviser Apidos Capital Management, LLC
By:  

/s/ Vincent Ingato

  Name:   Vincent Ingato
  Title:   Managing Director
APIDOS CDO V,
By its investment adviser Apidos Capital Management, LLC
By:  

/s/ Vincent Ingato

  Name:   Vincent Ingato
  Title:   Managing Director
APIDOS CINCO CDO
By its investment adviser Apidos Capital Management, LLC
By:  

/s/ Vincent Ingato

  Name:   Vincent Ingato
  Title:   Managing Director
APIDOS QUATTRO CDO,
By its investment adviser Apidos Capital Management, LLC
By:  

/s/ Vincent Ingato

  Name:   Vincent Ingato
  Title:   Managing Director


UBS LOAN FINANCE LLC
By:  

/s/ Mary E. Evans

  Name:   Mary E. Evans
  Title:   Associate Director
By:  

/s/ Marie Haddad

  Name:   Marie Haddad
  Title:   Associate Director

MACKAY SHORT DURATION ALPHA FUND NEW YORK LIFE INSURANCE COMPANY (GUARANTEED PRODUCTS)

NEW YORK LIFE INSURANCE COMPANY, GP - PORTABLE ALPHA

HOUSTON POLICE OFFICERS’ PENSION SYSTEM

MACKAY SHIELDS CORE PLUS ALPHA FUND LTD.

By: MacKay Shields LLC

as Investment Adviser and not individually

By:  

/s/ Dan Roberts

  Name:   Dan Roberts
  Title:   Sr. Managing Director


STONE TOWER CDO LTD.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager

By:  

/s/ Michael W. DelPercio

  Name:   Michael W. DelPercio
  Title:   Authorized Signatory
STONE TOWER CDO II LTD.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager

By:  

/s/ Michael W. DelPercio

  Name:   Michael W. DelPercio
  Title:   Authorized Signatory
STONE TOWER CLO III LTD.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager

By:  

/s/ Michael W. DelPercio

  Name:   Michael W. DelPercio
  Title:   Authorized Signatory
STONE TOWER CLO IV LTD.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager

By:  

/s/ Michael W. DelPercio

  Name:   Michael W. DelPercio
  Title:   Authorized Signatory


STONE TOWER CLO V LTD.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager

By:  

/s/ Michael W. DelPercio

  Name:   Michael W. DelPercio
  Title:   Authorized Signatory
STONE TOWER CLO VI LTD.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager

By:  

/s/ Michael W. DelPercio

  Name:   Michael W. DelPercio
  Title:   Authorized Signatory
STONE TOWER CLO VII LTD.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager

By:  

/s/ Michael W. DelPercio

  Name:   Michael W. DelPercio
  Title:   Authorized Signatory


RAMPART CLO 2006-1 LTD.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager

By:  

/s/ Michael W. DelPercio

  Name:   Michael W. DelPercio
  Title:   Authorized Signatory
RAMPART CLO 2007 LTD.

By Stone Tower Debt Advisors LLC

As Its Collateral Manager

By:  

/s/ Michael W. DelPercio

  Name:   Michael W. DelPercio
  Title:   Authorized Signatory


GRANITE VENTURES III LTD.
By Stone Tower Debt Advisors LLC
As Its Collateral Manager
By:  

/s/ Michael W. DelPercio

  Name:   Michael W. DelPercio
  Title:   Authorized Signatory
GRANITE VENTURES II LTD.
By Stone Tower Debt Advisors LLC
As Its Collateral Manager
By:  

/s/ Michael W. DelPercio

  Name:   Michael W. DelPercio
  Title:   Authorized Signatory
GRANITE VENTURES I LTD.
By Stone Tower Debt Advisors LLC
As Its Collateral Manager
By:  

/s/ Michael W. DelPercio

  Name:   Michael W. DelPercio
  Title:   Authorized Signatory
CORNERSTONE CLO LTD.
By Stone Tower Debt Advisors LLC
As Its Collateral Manager
By:  

/s/ Michael W. DelPercio

  Name:   Michael W. DelPercio
  Title:   Authorized Signatory


WACHOVIA BANK, N.A.
By:  

/s/ Michael R. Burkitt

  Name:   Michael R. Burkitt
  Title:   SVP
ATLANTIS FUNDING LTD.
By:   INVESCO Senior Secured Management, Inc.
as Collateral Manager
By:  

/s/ Thomas Ewald

  Name:   Thomas Ewald
  Title:   Authorized Signatory
AVALON CAPITAL LTD. 3
By: lNVESCO Senior Secured Management, Inc.
As Asset Manager
By:  

/s/ Thomas Ewald

  Name:   Thomas Ewald
  Title:   Authorized Signatory
BELHURST CLO LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By:  

/s/ Thomas Ewald

  Name:   Thomas Ewald
  Title:   Authorized Signatory


BLT 2009 – 1 LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By:  

/s/ Thomas Ewald

  Name:   Thomas Ewald
  Title:   Authorized Signatory
CHAMPLAIN CLO, LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By:  

/s/ Thomas Ewald

  Name:   Thomas Ewald
  Title:   Authorized Signatory
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management, Inc.
As Sub-Adviser
By:  

/s/ Thomas Ewald

  Name:   Thomas Ewald
  Title:   Authorized Signatory
HUDSON CANYON FUNDING II, LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager & Attorney-in-Fact
By:  

/s/ Thomas Ewald

  Name:   Thomas Ewald
  Title:   Authorized Signatory


LIMEROCK CLO I
By: INVESCO Senior Secured Management, Inc.
As Investment Manager
By:  

/s/ Thomas Ewald

  Name:   Thomas Ewald
  Title:   Authorized Signatory
NAUTIQUE FUNDING LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By:  

/s/ Thomas Ewald

  Name:   Thomas Ewald
  Title:   Authorized Signatory
SAGAMORE CLO, LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By:  

/s/ Thomas Ewald

  Name:   Thomas Ewald
  Title:   Authorized Signatory
SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management, Inc.
As the Asset Manager
By:  

/s/ Thomas Ewald

  Name:   Thomas Ewald
  Title:   Authorized Signatory


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

/s/ Thomas Ewald

  Name:   Thomas Ewald
  Title:   Authorized Signatory
PPM GRAYHAWK CLO, LTD.
By:  

/s/ Chris Kappas

  PPM America Inc. as Collateral Manager
  Name:   Chris Kappas
  Title:   Managing Director
SERVES 2006-1, Ltd.
By:  

/s/ Chris Kappas

  PPM America Inc. as Collateral Manager
  Name:   Chris Kappas
  Title:   Managing Director
[FALL CREEK CLO, LTD]
By:  

/s/ Bryan Higgins

  Name:   Bryan Higgins
  Title:   Authorized Signor


[EAGLE CREEK CLO, LTD.]
By:  

/s/ Bryan Higgins

  Name:   Bryan Higgins
  Title:   Authorized Signor
SUMITOMO MITSUI BANKING
CORPORATION
By:  

/s/ Yasuhiko Imai

  Name:   Yasuhiko Imai
  Title:   Senior Vice President
BUSHNELL LOAN FUND II, LTD.
By:  

/s/ Adam Jacobs

  Name:   Adam Jacobs
  Title:   Attorney-in-Fact
STEDMAN LOAN FUND II, LTD.
By:  

/s/ Adam Jacobs

  Name:   Adam Jacobs
  Title:   Attorney-in-Fact
FIRST TENNESSEE BANK NATIONAL
ASSOCIATION
By:  

/s/ Phillip E. Stevenson

  Name:   Phillip E. Stevenson
  Title:   Sr. Vice President


VENTURE II CDO 2002, LIMITED
By its investment advisor,
MJX Asset Management LLC
By:  

/s/ Frederick H. Taylor

  Name:   Frederick H. Taylor
  Title:   Managing Director
VENTURE III CDO, LIMITED
By its investment advisor,
MJX Asset Management LLC
By:  

/s/ Frederick H. Taylor

  Name:   Frederick H. Taylor
  Title:   Managing Director
VENTURE IV CDO, LIMITED
By its investment advisor,
MJX Asset Management LLC
By:  

/s/ Frederick H. Taylor

  Name:   Frederick H. Taylor
  Title:   Managing Director
VENTURE V CDO, LIMITED
By its investment advisor,
MJX Asset Management LLC
By:  

/s/ Frederick H. Taylor

  Name:   Frederick H. Taylor
  Title:   Managing Director


VENTURE VI CDO, LIMITED
By its investment advisor,
MJX Asset Management LLC
By:  

/s/ Frederick H. Taylor

  Name:   Frederick H. Taylor
  Title:   Managing Director
VENTURE VII CDO, LIMITED
By its investment advisor,
MJX Asset Management LLC
By:  

/s/ Frederick H. Taylor

  Name:   Frederick H. Taylor
  Title:   Managing Director
VENTURE VIII CDO, LIMITED
By its investment advisor,
MJX Asset Management LLC
By:  

/s/ Frederick H. Taylor

  Name:   Frederick H. Taylor
  Title:   Managing Director
VENTURE IX CDO, LIMITED
By its investment advisor,
MJX Asset Management LLC
By:  

/s/ Frederick H. Taylor

  Name:   Frederick H. Taylor
  Title:   Managing Director


VISTA LEVERAGED INCOME FUND
By its investment advisor,
MJX Asset Management LLC
By:  

/s/ Frederick H. Taylor

  Name:   Frederick H. Taylor
  Title:   Managing Director
GS LUX DEBT HOLDINGS II SARL
By:  

/s/ Simon Cresswell

  Name:   Simon Cresswell
  Title:   Director

PANGAEA CLO 2007-1 LTD.

By: Pangaea Asset Management, LLC,

its Collateral Manager

By:  

/s/ Ryan C. Metcalfe

  Name:   Ryan C. Metcalfe
  Title:   Director
NANTUCKET CLO I LTD

By: Fortis Investment Management USA, Inc.,

as Attorney-in-Fact

By:  

/s/ Ronald Daigle

  Name:   Ronald Daigle
  Title:   Vice President


HARCH CLO II LIMITED
By:  

/s/ Michael E. Lewitt

  Name:   Michael E. Lewitt
  Title:   Authorized Signatory
HARCH CLO III LIMITED
By:  

/s/ Michael E. Lewitt

  Name:   Michael E. Lewitt
  Title:   Authorized Signatory
HARCH CREDIT OPPORTUNITY LP
By:  

/s/ Michael E. Lewitt

  Name:   Michael E. Lewitt
  Title:   Authorized Signatory
MEADOWS FOUNDATION INCORPORATED
By:  

/s/ Michael E. Lewitt

  Name:   Michael E. Lewitt
  Title:   Authorized Signatory
FIFTH THIRD BANK
By:  

/s/ David O’Neal

  Name:   David O'Neal
  Title:   Vice President


BANK OF AMERICA, N.A. (SUCCESSOR TO

LASALLE BANK NATIONAL

ASSOCIATION)

By:  

/s/ John Wofford

  Name:   John Wofford
  Title:   Vice President
LCM I LIMITED PARTNERSHIP
By: Lyon Capital Management LLC, as Collateral Manager
By:  

/s/ Sophie A. Venon

  Name:   Sophie A. Venon
    Lyon Capital Management LLC
  Title:   Portfolio Manager
LCM II LIMITED PARTNERSHIP
By: Lyon Capital Management LLC, as Collateral Manager
By:  

/s/ Sophie A. Venon

  Name:   Sophie A. Venon
    Lyon Capital Management LLC
  Title:   Portfolio Manager
LCM III, LTD.
By: Lyon Capital Management LLC, as Collateral Manager
By:  

/s/ Sophie A. Venon

  Name:   Sophie A. Venon
    Lyon Capital Management LLC
  Title:   Portfolio Manager


LCM IV, LTD.
By: Lyon Capital Management LLC, as Collateral Manager
By:  

/s/ Sophie A. Venon

  Name:   Sophie A. Venon
    Lyon Capital Management LLC
  Title:   Portfolio Manager
LCM V, LTD.
By: Lyon Capital Management LLC, as Collateral Manager
By:  

/s/ Sophie A. Venon

  Name:   Sophie A. Venon
    Lyon Capital Management LLC
  Title:   Portfolio Manager
LCM VI, LTD.
By: Lyon Capital Management LLC, as Collateral Manager
By:  

/s/ Sophie A. Venon

  Name:   Sophie A. Venon
    Lyon Capital Management LLC
  Title:   Portfolio Manager
STYX PARTNERS, L.P.
By:   Styx Associates LLC, its General Partner
By:  

/s/ Kevin Genda

  Name:   Kevin Genda
  Title:   Senior Managing Director


JERSEY STREET CLO, LTD.,
By its Collateral Manager, Massachusetts Financial
Services Company (JLX)
By:  

/s/ David J. Cobey

  Name:   David J. Cobey
  As authorized representative and not individually
MARLBOROUGH STREET CLO, LTD.,
By its Collateral Manager, Massachusetts Financial Services Company (JLX)
By:  

/s/ David J. Cobey

  Name:   David J. Cobey
  As authorized representative and not individually
BMO CAPITAL MARKETS FINANCING, INC.
By:  

/s/ Pamela Schwartz

  Name:   Pamela E. Schwartz
  Title:   Director
[FULTON FUNDING]
By:  

/s/ Arlene Arellano

  Name:   Arlene Arellano
  Title:   Authorized Signatory


[CLARKE FUNDING]
By:  

/s/ Arlene Arellano

  Name:   Arlene Arellano
  Title:   Authorized Signatory
CLAPBOARD LLC
By: The Royal Bank of Scotland Plc, as Attorney-in-Fact
By:   RBS Securities, Inc., Its agent
By:  

/s/ Kevin Q. Stuebe

  Name:   Kevin Q. Stuebe
  Title:   V.P.
ASCLEPIUS LLC
By: The Royal Bank of Scotland Plc, As Attorney-in-Fact
By: RBS Securities, Inc., Its agent
By:  

/s/ Kevin Q. Stuebe

  Name:   Kevin Q. Stuebe
  Title:   V.P.
LEVERAGESOURCE V, S.A.R.L.
By:  

/s/ Joseph Moroney

  Name:   Joseph Moroney
  Title:   Class A Manager
By:  

/s/ A. Kamarowsky

  Name:   A. Kamarowsky
  Title:   Class B Manager


GOLDMAN SACHS LENDING PARTNERS LLC
By:  

/s/ Andrew Caditz

  Name:   Andrew Caditz
  Title:   Authorized Signatory
BOSTON HARBOR CLO 2004-1, LTD.
By:  

/s/ Beth Mazor

  Name:   Beth Mazor
  Title:   V.P.
Each of the persons listed on Schedule A Severally but not jointly as Lender
By: Wellington Management Company, LLP as investment adviser
By:  

/s/ Donald M. Caiazza

  Name:   Donald M. Caiazza
  Title:   Vice President and Counsel


SCHEDULE A

HISCOX INSURANCE COMPANY (BERMUDA) LTD

HISCOX SYNDICATE 33

STELLAR PERFORMER GLOBAL SERIES W - GLOBAL CREDIT

UMC BENEFIT BOARD, INC.

WELLINGTON TRUST COMPANY, NATIONAL ASSOCIATION MULTIPLE

COMMON TRUST FUNDS TRUST—OPPORTUNISTIC FIXED INCOME

ALLOCATION PORTFOLIO

WELLINGTON TRUST COMPANY, NATIONAL ASSOCIATION MULTIPLE

COMMON TRUST FUNDS TRUST—OPPORTUNISTIC INVESTMENT PORTFOLIO


VICTORIA COURT CBNA LOAN FUNDING LLC
By:  

/s/ Adam Kaiser

  Name:   Adam Kaiser
  Title:   Attorney-in-Fact


Asset Manager: Nomura Corporate Research and Asset Management Inc.

Sagittarius Fund

By: Nomura Corporate Research and Asset Management Inc. as Investment Advisor

Stichting Pensioenfonds Hoogovens

By: Nomura Corporate Research and Asset Management Inc. as Investment Advisor

The Regents of the University of California - # EB6J

By: Nomura Corporate Research and Asset Management Inc. as Investment Advisor

California Public Employees’ Retirement System, Account - # SW7Y

By: Nomura Corporate Research and Asset Management Inc. as Investment Advisor

GMAM Investment Funds Trust - # 7MS7

By: Nomura Corporate Research and Asset Management Inc. as Investment Advisor

Nomura US Attractive Yield Corporate Bond Fund Mother Fund

By: The Nomura Trust and Banking Co., Ltd as Trustee

By: Nomura Corporate Research and Asset Management Inc., Attorney in Fact

 

By:  

/s/ Stephen S. Kotsen

  Name:   Stephen S. Kotsen
  Title:   Portfolio Manager


DEUTSCHE BANK TRUST COMPANY AMERICAS
By:  

/s/ Erin Morrissey

  Name:   Erin Morrissey
  Title:   Vice President
By:  

/s/ Enrique Landaeta

  Name:   Enrique Landaeta
  Title:   Vice President


DEL MAR CLO I, LTD.
By: Caywood-Scholl Capital Management, LLC.
As Collateral Manager
By:  

/s/ Tom Saake

  Name:   Tom Saake
  Title:   Managing Director
AUCTION SERVICES TRUST
By: Wilmington Trust Company, not in its individual capacity, but solely as owner trustee under the Trust Agreement dated April 24, 2007
By:  

/s/ Joseph B. Feil

  Name:   Joseph B. Feil
  Title:   Vice President
AIRLIE CLO 2006-II LTD.
By:  

/s/ Seth Cameron

  Name:   Seth Cameron
  Title:   Portfolio Manager

J.P. MORGAN LEVERAGED LOANS

MASTER FUND L.P.

By:  

/s/ James E. Gibson

  Name:   James E. Gibson
  Title:   Managing Director


LOUISIANA STATE EMPLOYEES’ RETIREMENT SYSTEM
By:  

/s/ James E. Gibson

  Name:   James E. Gibson
  Title:   Managing Director
WELLS FARGO BANK, N.A.
By:  

/s/ Robyn Rogin

  Name:   Robyn Rogin
  Title:   Vice President
MUZINICH & CO. (IRELAND) LIMITED for the account of Extrayield Global Loan Fund
By:  

/s/ Michael Ludwig

  Name:   Michael Ludwig
  Title:   Director
MUZINICH & CO. (IRELAND) LIMITED for the account of Extrayield $ Loan Fund
By:  

/s/ Michael Ludwig

  Name:   Michael Ludwig
  Title:   Director
U.S. BANK NATIONAL ASSOCIATION
By:  

/s/ John Eyerman

  Name:   John Eyerman
  Title:   Portfolio Manager


ROSEDALE CLO LTD.
By: Princeton Advisory Group, Inc. the Collateral Manager
By:  

/s/ Scott O’Connell

  Name:   Scott O’Connell
  Title:   Vice President
ROSEDALE CLO II LTD.
By: Princeton Advisory Group, Inc. the Collateral Manager
By:  

/s/ Scott O’Connell

  Name:   Scott O’Connell
  Title:   Vice President
ING CAPITAL LLC
By:  

/s/ Lawrence P. Eyink

  Name:   Lawrence P. Eyink
  Title:   Director


BLACKROCK SENIOR HIGH INCOME FUND, INC.

BLACKROCK FLOATING RATE INCOME TRUST

BLACKROCK DEFINED OPPORTUNITY CREDIT TRUST

BLACKROCK LIMITED DURATION INCOME TRUST

BLACKROCK SENIOR INCOME SERIES

BLACKROCK SENIOR INCOME SERIES II

BLACKROCK SENIOR INCOME SERIES IV

BLACKROCK SENIOR INCOME SERIES V LIMITED

BLACKROCK DEBT STRATEGIES FUND, INC.

BLACKROCK FLOATING RATE INCOME STRATEGIES FUND, INC.

BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC.

BLACKROCK GLOBAL INVESTMENT SERIES: CORPORATE LOAN INCOME PORTFOLIO

BLACKROCK GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO

LONGHORN CDO III LTD.

MASTER SENIOR FLOATING RATE LLC

MISSOURI STATE EMPLOYEES' RETIREMENT SYSTEM

BLACKROCK SENIOR FLOATING RATE PORTFOLIO

SENIOR LOAN PORTFOLIO

By:  

/s/ AnnMarie Smith

  Name:   AnnMarie Smith
  Title:   Authorized Signatory


NAVIGATOR CDO 2005, LTD., as a Lender
By: GE Asset Management Inc., as Collateral Manager
By:  

/s/ John Campos

  Name:   John Campos
  Title:   Authorized Signatory
NAVIGATOR CDO 2006, LTD., as a Lender
By: GE Asset Management Inc., as Collateral Manager
By:  

/s/ John Campos

  Name:   John Campos
  Title:   Authorized Signatory
ING PRIME RATE TRUST
By:   ING Investment Management Co. as the
Investment Manager
By:  

/s/ Mark F. Haak

  Name:   Mark F. Haak, CFA
  Title:   Vice President
ING SENIOR INCOME FUND
By:   INS Investment Management Co. as the
Investment Manager
By:  

/s/ Mark F. Haak,

  Name:   Mark F. Haak, CFA
  Title:   Vice President


ING INTERNATIONAL (II) SENIOR BANK LOANS EURO
By: ING Investment Management Co. as its Investment Manager
By:  

/s/ Mark F. Haak

  Name:   Mark F. Haak, CFA
  Title:   Vice President
ING INVESTMENT TRUST CO. PLAN FOR EMPLOYEE BENEFIT INVESTMENT FUNDS – SENIOR LOAN FUND
By:  

/s/ Mark F. Haak

  Name:   Mark F. Haak, CFA
  Title:   Vice President
ING INTERNATIONAL MANAGEMENT CLO I, LTD.
By: ING Investment Management Co. as its Investment Manager
By:  

/s/ Mark F. Haak

  Name:   Mark F. Haak, CFA
  Title:   Vice President
ING INTERNATIONAL MANAGEMENT CLO II, LTD.
By: ING Alternative Asset Management Co. as its Investment Manager
By:  

/s/ Mark F. Haak

  Name:   Mark F. Haak, CFA
  Title:   Vice President


ING INVESTMENT MANAGEMENT CLO III, LTD.
By: ING Alternative Asset Management Co. as its Investment Manager
By:  

/s/ Mark F. Haak

  Name:   Mark F. Haak, CFA
  Title:   Vice President
ING INVESTMENT MANAGEMENT CLO IV, LTD.
By: ING Alternative Asset Management Co. as its Investment Manager
By:  

/s/ Mark F. Haak

  Name:   Mark F. Haak, CFA
  Title:   Vice President
ING INVESTMENT MANAGEMENT CLO V, LTD.
By: ING Alternative Asset Management Co. as its Investment Manager
By:  

/s/ Mark F. Haak

  Name:   Mark F. Haak, CFA
  Title:   Vice President
GE BUSINESS FINANCIAL SERVICES, INC. (FORMERLY KNOWN AS MERRIL LYNCH BUSINESS FINANCIAL SERVICES, INC.)
By:  

/s/ Paul Sleet

  Name:   Paul Sleet
  Title:   Duly Authorized Signatory


GENERAL ELECTRIC CAPITAL CORPORATION
By:  

/s/ Paul Sleet

  Name:   Paul Sleet
  Title:   Duly Authorized Signatory
BALTIC FUNDING LLC
By:  

/s/ Stacy Lai

  Name:   Stacy Lai
  Title:   Assistant Vice President
SSS FUNDING II
By: Sankaty Advisors, LLC as Collateral Manager
By:  

/s/ Alan K. Halfenger

  Name:   Alan K. Halfenger
  Title:   Chief Compliance Officer Assistant Secretary
MIDLAND NATIONAL LIFE INSURANCE COMPANY – BOLI GEN
By: Guggenheim Partners Asset Management, Inc.
By:  

/s/ Stephen D. Sautel

  Name:   Stephen D. Sautel
  Title:   Senior Managing Director


NYLIAC SEPARATE ACCOUNT 70_A01
By: Guggenheim Partners Asset Management, Inc.
By:  

/s/ Stephen D. Sautel

  Name:   Stephen D. Sautel
  Title:   Senior Managing Director
TRUSTMARK INSURANCE COMPANY
By: Shenkman Capital Management, Inc., as Investment Manager
By:  

/s/ Richard H. Weinstein

  Name:   Richard H. Weinstein
  Title:   Executive Vice President
WESTBROOK CLO, LTD.
By: Shenkman Capital Management, Inc., as Investment Manager
By:  

/s/ Richard H. Weinstein

  Name:   Richard H. Weinstein
  Title:   Executive Vice President
STICHTING BEWAAR BEROEPSVERVOER FOR FONDS VOOR GEMENE REKENING BEROEPSVERVOER
By: Shenkman Capital Management, Inc., as Investment Manager
By:  

/s/ Richard H. Weinstein

  Name:   Richard H. Weinstein
  Title:   Executive Vice President
CAPITALSOURCE FINANCE LLC
By:  

/s/ Arturo J. Velez

  Name:   Arturo J. Velez
  Title:   Authorized Signatory


EXHIBIT A

CONSENT

Dated as of October 23, 2009

The undersigned, as Grantors under the Guarantee and Collateral Agreement and, as applicable, as parties to the other Security Documents, hereby consent and agree to the foregoing Second Amendment dated as of October 23, 2009 (the “Second Amendment”), by and between the Borrower and the Lenders party thereto, and hereby confirm and agree that (i) each of the Guarantee and Collateral Agreement and the other Security Documents is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of, said Second Amendment, each reference therein to the “Credit Agreement”, “thereunder”, “thereof” and words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended by said Second Amendment and (ii) the Guarantee and Collateral Agreement, the other Security Documents and all of the Collateral described in the foregoing do, and shall continue to, secure the payment and performance of all of the Obligations as defined in the Guarantee and Collateral Agreement, after giving effect to said Second Amendment.

[Signature pages follow]


KAR HOLDINGS, INC.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA, INC.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
INSURANCE AUTO AUCTIONS, INC.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA CORPORATION, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer


A.D.E. OF ARK-LA-TEX, INC.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
A.D.E. OF KNOXVILLE, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA ARK-LA-TEX, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA ARKANSAS, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA ATLANTA, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer


ADESA BIRMINGHAM, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA CALIFORNIA, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA CHARLOTTE, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA COLORADO, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA DES MOINES, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer


ADESA FLORIDA, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA IMPACT TEXAS, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA INDIANAPOLIS, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA LANSING, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA LEXINGTON, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer


ADESA MISSOURI, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA NEW JERSEY, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA NEW YORK, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA OHIO, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA OKLAHOMA, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer


ADESA PENNSYLVANIA, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA PHOENIX, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA SAN DIEGO, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA-SOUTH FLORIDA, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA SOUTHERN INDIANA, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer


ADESA TEXAS, INC.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA VIRGINIA, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA WASHINGTON, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA WISCONSIN, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ASSET HOLDINGS III, L.P.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer


AUTO DEALERS EXCHANGE OF CONCORD, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
AUTO DEALERS EXCHANGE OF MEMPHIS, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
AUTOMOTIVE FINANCE CORPORATION
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
AUTOMOTIVE RECOVERY SERVICES, INC.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
AUTOVIN, INC.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer


PAR, INC.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
AFC CAL, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
AXLE HOLDINGS, INC.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
INSURANCE AUTO AUCTIONS CORP.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
IAA SERVICES, INC.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer


IAA ACQUISITION CORP.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
AUTO DISPOSAL SYSTEMS, INC.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADS PRIORITY TRANSPORTS, LTD.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADS ASHLAND, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ZABEL & ASSOCIATES, INC.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer


SIOUX FALLS AUTO AUCTIONS, INC.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
TRI-STATE AUCTION CO., INC.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
AUTO DISPOSAL OF BOWLING GREEN, INC.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
AUTO DISPOSAL OF CHATTANOOGA, INC.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
AUTO DISPOSAL OF NASHVILLE, INC.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer


AUTO DISPOSAL OF PADUCAH, INC.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
AUTO DISPOSAL OF MEMPHIS, INC.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
SALVAGE DISPOSAL COMPANY OF GEORGIA
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA MISSOURI REDEVELOPMENT CORPORATION
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
LIVEBLOCK AUCTIONS INTERNATIONAL, INC.
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer


AUTOMOTIVE FINANCE CONSUMER DIVISION, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA DEALER SERVICES, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
DENT DEMON, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
ADESA MINNESOTA, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer
CARBUYCO, LLC
By:  

/s/ Eric M. Loughmiller

  Name:   Eric M. Loughmiller
  Title:   Executive Vice President and Chief Financial Officer