EXHIBIT 99
FIRST AMENDMENT
TO AMENDED AND RESTATED REVOLVING CREDIT,
TERM LOAN AND GUARANTY AGREEMENT
FIRST AMENDMENT, dated as of March 9, 2007 (the "Amendment"), to the
AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND GUARANTY AGREEMENT, dated
as of January 23, 2007, among ▇.▇. TOWER CORPORATION, a Michigan corporation
(the "Borrower"), a debtor and debtor-in-possession in a case pending under
Chapter 11 of the Bankruptcy Code, TOWER AUTOMOTIVE, INC., a Delaware
corporation and the parent company of the Borrower (the "Parent"), and the
subsidiaries of the Borrower signatory hereto (together with the Parent, each a
"Guarantor" and collectively the "Guarantors"), each of which Guarantors is a
debtor and debtor-in-possession in a case pending under Chapter 11 of the
Bankruptcy Code, JPMORGAN CHASE BANK, N.A., a national banking association
("JPMCB"), each of the other financial institutions from time to time party
hereto (together with JPMCB, the "Lenders") and JPMORGAN CHASE BANK, N.A., as
administrative agent (in such capacity, the "Agent") for the Lenders.
WITNESSETH:
WHEREAS, the Borrower, the Guarantors, the Lenders and the Agent are
parties to that certain Amended and Restated Revolving Credit, Term Loan and
Guaranty Agreement, dated as of January 23, 2007 (as the same may be waived,
amended, restated, modified or supplemented from time to time, the "Credit
Agreement"); and
WHEREAS, the Borrower and the Guarantors have requested that, subject to
the occurrence of the Effective Date (as hereinafter defined) of this Amendment,
the Agent and the Lenders agree to an amendment of Section 5.01(a) of the Credit
Agreement so as to permit the delivery of the financial statements referred to
therein on or before June 29, 2007 rather than on or before March 31,2007.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. As used herein, all terms that are defined in the Credit Agreement
(in effect immediately prior to the Effective Date of this Amendment) shall have
the same meanings herein.
2. Section 5.01(a) of the Credit Agreement is hereby amended by
inserting the following parenthetical clause immediately after the words "end of
each fiscal year" appearing in the first line thereof:
"(or, in the case of the fiscal year ended December 31, 2006, on or
before June 29, 2007)"
3. This Amendment and the amendment of the Credit Agreement set forth
herein shall become effective on the date (the "Effective Date") on which this
Amendment shall have been executed by the Borrower, the Guarantors and the
Required Lenders, and the Agent shall have received evidence reasonably
satisfactory to it of such execution.
4. Except to the extent hereby waived and amended, the Credit
Agreement and each of the Loan Documents remain in full force and effect and are
hereby ratified and affirmed.
5. The Borrower agrees that its obligations set forth in Section 10.05
of the Credit Agreement shall extend to the preparation, execution and delivery
of this Amendment, including the reasonable fees and disbursements of counsel to
the Agent.
6. This Amendment shall be limited precisely as written and shall not
be deemed (a) to be a consent granted pursuant to, or a waiver or modification
of, any other term or condition of the Credit Agreement or any of the
instruments or agreements referred to therein or (b) to prejudice any right or
rights which the Agent or the Lenders may now have or have in the future under
or in connection with the Credit Agreement or any of the instruments or
agreements referred to therein. Whenever the Credit Agreement is referred to in
the Credit Agreement or any of the instruments, agreements or other documents or
papers executed or delivered in connection therewith, such reference shall be
deemed to mean the Credit Agreement as modified by this Amendment.
7. This Amendment may be executed in any number of counterparts and by
the different parties hereto in separate counterparts, each of which shall be an
original and all of which, when taken together, shall constitute but one and the
same instrument. A facsimile or .pdf copy of a counterpart signature page shall
serve as the functional equivalent of a manually executed copy for all purposes.
8. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York.
[SIGNATURE PAGES FOLLOW]
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and the year first written.
BORROWER:
▇.▇. TOWER CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title:
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GUARANTORS:
Algoods, USA, Inc.
Tower Automotive, Inc.
Tower Automotive Bardstown, Inc.
Tower Automotive Bowling Green, LLC
Tower Automotive Chicago, LLC
Tower Automotive Finance, Inc.
Tower Automotive Granite City, LLC
Tower Automotive Granite City Services,
LLC
Tower Automotive International Holdings,
Inc.
Tower Automotive International Yorozu
Holdings, Inc.
Tower Automotive International, Inc.
Tower Automotive Lansing, LLC
Tower Automotive Michigan, LLC
Tower Automotive Milwaukee, LLC
Tower Automotive Plymouth, Inc.
Tower Automotive Products Company, Inc.
Tower Automotive Receivables Company,
Inc.
Tower Automotive Services and
Technology, LLC
Tower Automotive Technology, Inc.
Tower Automotive Technology Products,
Inc.
Tower Automotive Tool, LLC
Tower Services, Inc.
Trylon Corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title:
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Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
AGENT AND LENDERS:
JPMORGAN CHASE BANK, N.A.
INDIVIDUALLY AND AS AGENT
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: MANAGING DIRECTOR
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Ameriprise Certificate Company
By: RiverSource Investments, LLC
as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Managing Director
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Atlas Loan Funding (CENT I) LLC
By: RiverSource Investments, LLC
Attorney in Fact
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director of Operations
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
AVENUE CLO FUND, LIMITED
AVENUE CLO II, LIMITED
By: /s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
Title: SENIOR PORTFOLIO MANAGER
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Sankaty Advisors, LLC as Collateral
Manager for ▇▇▇▇▇ POINT CLO, LTD.,
as Term Lender
By: /S/ ▇▇▇▇ ▇. Halfengar
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Name: ▇▇▇▇ ▇. Halfengar
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
BANK OF SCOTLAND
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Bayerische Landesbank
By: /S/ ▇▇▇▇▇▇▇▇ Flordaiisl
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Name: ▇▇▇▇▇▇▇▇ Flordaiisl, CFA
Title: Vice President
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
BLACK DIAMOND CLO 2005-1 LTD.
BY: BLACK DIAMOND CLO 2005-1 ADVISER,
L.L.C., AS ITS COLLATERAL MANAGER
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Principal
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
▇▇▇▇▇ Funding
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: AUTHORIZED SIGNATORY
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
CASPIAN CAPITAL PARTNERS, L.P.
By: Mariner Investment Group,
as Investment Advisor
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇
President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill I-
INGOTS, Ltd., as Term Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill II-
INGOTS, Ltd., as Term Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill III CLO,
Limited as Term Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Cent CDO 10, Ltd.
By: RiverSource Investments, LLC
as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director of Operations
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Clydesdale CLO 2004, Ltd.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMENT INC. AS INVESTMENT MANAGER
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Clydesdale CLO 2005, Ltd.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMENT INC. AS INVESTMENT MANAGER
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Clydesdale CLO 2006, Ltd.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMENT INC. AS INVESTMENT MANAGER
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Clydesdale Strategic CLO-I, Ltd.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMENT INC. AS INVESTMENT MANAGER
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Cent CDO 12 Limited
By: RiverSource Investments, LLC
as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director of Operations
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Cent CDO 14 Limited
By: RiverSource Investments, LLC
as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director of Operations
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Cent CDO XI, Limited
By: RiverSource Investments, LLC
as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director of Operations
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Centaurus Loan Trust
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMENT INC. AS INVESTMENT MANAGER
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Centurion CDO II, Ltd.
By: RiverSource Investments, LLC
as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director of Operations
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Centurion CDO III, Limited
By: RiverSource Investments, LLC
as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director of Operations
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Centurion CDO VI, Ltd.
By: RiverSource Investments, LLC
as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director of Operations
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Centurion CDO VII, Ltd.
By: RiverSource Investments, LLC
as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director of Operations
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Centurion CDO 8, Limited
By: RiverSource Investments, LLC
as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director of Operations
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Centurion CDO 9, Ltd.
By: RiverSource Investments, LLC
as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director of Operations
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Chatham Light II CLO, Limited, by
Sankaty Advisors, LLC as Collateral
Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Chatham Light III CLO, Ltd.
By: Sankaty Advisors, LLC
as Collateral Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
THE CIT GROUP / BUSINESS CREDIT, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
CITIBANK, N.A.,
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Attorney - In - Fact
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Clydesdale CLO 2003 Ltd.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMENT INC. AS COLLATERAL MANAGER
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
CYPRESSTREE CALIF FUNDING LLC
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: VICE PRESIDENT
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Dinosaur SPIRET Loan Trust
By: Wilmington Trust Company not in its
individual capacity but solely as
trustee
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Financial Services Officer
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
▇▇▇▇▇ ▇▇▇▇▇ CDO III, LTD.
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT AS INVESTMENT
ADVISOR
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
▇▇▇▇▇ ▇▇▇▇▇ CDO VIII, Ltd.
By: ▇▇▇▇▇ ▇▇▇▇▇ Management as Investment
Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
▇▇▇▇▇ ▇▇▇▇▇ CDO IX, Ltd.
By: ▇▇▇▇▇ ▇▇▇▇▇ Management as Investment
Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
▇▇▇▇▇ ▇▇▇▇▇ Credit Opportunities Fund
By: ▇▇▇▇▇ ▇▇▇▇▇ Management As Investment
Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
▇▇▇▇▇ ▇▇▇▇▇ FLOATING-RATE INCOME TRUST
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT AS INVESTMENT
ADVISOR
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
▇▇▇▇▇ ▇▇▇▇▇ INSTITUTIONAL SENIOR LOAN
FUND
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT AS INVESTMENT
ADVISOR
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
▇▇▇▇▇ ▇▇▇▇▇ LIMITED DURATION INCOME FUND
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT AS INVESTMENT
ADVISOR
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING-RATE TRUST
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT AS INVESTMENT
ADVISOR
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
▇▇▇▇▇ ▇▇▇▇▇ SHORT DURATION DIVERSIFIED
INCOME FUND
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT AS INVESTMENT
ADVISOR
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST
BY: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT AS INVESTMENT
ADVISOR
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
▇▇▇▇▇ ▇▇▇▇▇ Variable Leverage Fund Ltd.
By: ▇▇▇▇▇ ▇▇▇▇▇ Management As Investment
Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Evergreen CBNA Loan Funding LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
FALL CREEK CLO, LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized ▇▇▇▇▇▇
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Duly Authorized ▇▇▇▇▇▇
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners, L.P.
By: /S/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Signatory
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
THE GOVERNOR AND COMPANY OF
THE BANK OF THE LAND
By: /s/ Illegible
------------------------------------
Name: Illegible
Title: VICE PRESIDENT
/s/ Illegible
----------------------------------------
DIRECTOR
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Grand Central Asset Trust, CYP Series
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Grand Central Asset Trust, PFV Series
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
▇▇▇▇▇▇▇ & CO
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
HARBOUR TOWN FUNDING LLC
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Name: ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: VICE PRESIDENT
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
▇▇▇▇▇▇'▇ ISLAND CDO, LTD.
By: Cypress Tree Investment Management
Company, Inc., as Portfolio Manager.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
2
▇▇▇▇▇▇'▇ ISLAND CLO II, LTD.
By: Cypress Tree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Managing Director
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
3
▇▇▇▇▇▇'▇ ISLAND CLO III, LTD.
By: Cypress Tree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Managing Director
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
4
▇▇▇▇▇▇'▇ ISLAND CLO IV, LTD.
By: Cypress Tree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
5
\
▇▇▇▇▇▇'▇ ISLAND CLO V, LTD.
By: Cypress Tree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
6
▇▇▇▇▇▇'▇ ISLAND CLO VI, LTD.
By: Cypress Tree Investment Management
Company, Inc., As Portfolio Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
7
ING Capital LLC
By: /s/ Illegible
------------------------------------
Name: Illegible
Title: Vice President
Signature Page to Firm Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
ING Investment Management CLO I, Ltd.
By: ING Investment Management Co.
as its investment manager
/s/ Illegible
----------------------------------------
Name: Illegible
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
ING Investment Management CLO II, LTD.
BY: ING Alternative Asset Management
LLC, as its investment manager
/s/ Illegible
----------------------------------------
Name: Illegible
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
ING Investment Management CLO III, LTD.
BY: ING Alternative Asset Management
LLC, as its investment manager
/s/ Illegible
----------------------------------------
Name: Illegible
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
ING PRIME RATE TRUST
By: ING Investment Management Co.
as Its Investment Manager
By: /s/ Illegible
------------------------------------
Name: Illegible
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
ING SENIOR INCOME FUND
By: ING Investment Management Co.
as Its Investment manager
By: /s/ Illegible
------------------------------------
Name: Illegible
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Investors Bank & Trust Company as
Sub-Custodian Agent of Cypress Tree
International Loan Holding Company
Limited
INVESTORS BANK & TRUST COMPANY AS
SUB-CUSTODIAN AGENT OF CYPRESSTREE
INTERNATIONAL LOAN HOLDING COMPANY
LIMITED
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
JUPITER LOAN FUNDING LLC
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Name: ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: VICE PRESIDENT
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
LANDMARK V CDO Limited
By: Aladdin Capital Management LLC as
Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorised Signatory
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Sankaty Advisors, LLC as Collateral
Manager for Loan Funding XI LLC, As
Term Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
LONG LANE MASTER TRUST IV
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Name: ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: AUTHORIZED SIGNATORY
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
MARINER LDC
By: Mariner Investment Group, as
Investment Advisor
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇
President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL, A DIVISION OF
▇▇▇▇▇▇▇ ▇▇▇▇▇ BUSINESS FINANCIAL
SERVICES INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Nationwide Life Insurance Company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: VICE PRESIDENT
(Illegible)
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Nationwide Mutual Insurance Company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: VICE PRESIDENT
(Illegible)
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
NATIXIS
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Managing Director
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇
Director
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
NCRAM Loan Trust
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMENT INC. AS INVESTMENT ADVISER
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
NCRAM Senior Loan Trust 2005
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMENT INC. AS INVESTMENT ADVISER
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Nomura Bond & Loan Fund
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
By: Illegible UFJ Trust & Banking
Corporation as Trustee
By: Namura Corporate Research & Asset
Management Inc. Attorney In Fact
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
PB Capital Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: VICE PRESIDENT
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: ASSISTANT VICE PRESIDENT
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Sankaty Advisors, LLC as Collateral
Manager for Prospect Funding I, LLC
as Term Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Sankaty Advisors, LLC as Collateral
Manager for Race Point CLO, Limited as
Term Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Sankaty Advisors, LLC as Collateral
Manager for Race Point II CLO, Limited
as Term Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Race Point IV CLO, Ltd
By: Sankaty Advisors, LLC as Collateral
Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
RiverSource Bond Series, Inc.
RiverSource Floating Rate Fund
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
RiverSource Life Insurance Company
By: RiverSource Investments, LLC as
Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Managing Director
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
IDS LIFE INSURANCE COMPANY
Adopted in accordance with the provisions of Section 300.45
of the Minnesota General Corporation Laws.
We, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary, of IDS
Life Insurance Company, a corporation existing under the laws of the State of
Minnesota, do hereby certify over the seal of said Corporation that the
following resolution amending the Certificate of Incorporation of said
Corporation was duly adopted by the sole stockholder of said Corporation by an
action in writing, signed in the City of Minneapolis, County of Hennepin, on
April 15, 2006:
RESOLVED, that Ameriprise Financial, Inc., the sole shareholder of
IDS Life Insurance Company, consents to the amendment of the Certificate of
Incorporation of IDS Life Insurance Company by striking Article I of the
Certificate of Incorporation of IDS Life Insurance Company in its entirety,
and replacing it with a new Article I to read as follows:
ARTICLE I
The name of this Corporation shall be RiverSource Life Insurance
Company.
FURTHER RESOLVED, that the amendment of the Certificate of
Incorporation of IDS Life Insurance Company shall become effective at 11:59
P.M., Central Time, on the 31st day of December, 2006.
IN WITNESS WHEREOF, we have executed this Certificate and caused the seal
of the Corporation to be hereunto affixed this 15th day of April, 2006, the
amendment stated herein to be effective at 11:59 P.M., Central Time, on the 31st
day of December, 2006.
IDS LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
ATTEST:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
Page 1 of 2
ACKNOWLEDGMENT
STATE OF MINNESOTA
COUNTY OF HENNEPIN
I, the undersigned, a Notary Public, within and for the county and state
aforesaid, do hereby certify that on this 15th day of April, 2006, personally
appeared before me ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, who, being by me
first duly sworn, declared that they are the President and Secretary,
respectively, of IDS Life Insurance Company, that they signed the foregoing
document as President and Secretary, respectively, of said Company, and that the
statements therein contained are true.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Notary Public
My Commission Expires:
Jan 31, 2010 (STAMP)
DEPARTMENT OF COMMERCE APPROVAL
The foregoing Certificate of Amendment of the Certificate of Incorporation
is hereby approved this 22 day of June, 2006.
(STAMP) /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Signature
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Deputy Commissioner
(STAMP)
Page 2 of 2
Sankaty Credit Opportunities, II, L.P.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Sankaty High Yield Partners II, L.P.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Compliance Officer
Assistant Secretary
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as
Investment Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
SKY CBNA Loan Funding
By: /s/ (Illegible)
------------------------------------
Name: (Illegible)
Title: Attorney in (Illegible)
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
TIGER FUNDING
By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: AUTHORIZED SIGNATORY
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
TRS IO LLC
By: Deutsche Bank AG, New York Branch,
its sole Member
By: DB Services New Jersey, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
TRS SVCO LLC
By: DEUTSCHE BANK AG, NEW YORK BRANCH,
ITS SOLE MEMBER
By: DB SERVICES NEW JERSEY, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
UBS AG, Stamford Branch
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Associate Director Banking
Products Services, US
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Title: Associate Director Banking
Products Services, US
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
VENTURE CDO 2002, LIMITED
BY ITS INVESTMENT ADVISOR,
MJX ASSET MANAGEMENT LLC
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: MANAGING DIRECTOR
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Venture II CDO 2002, Limited
By its investment advisor,
MJX Asset Management LLC
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: MANAGING DIRECTOR
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
VENTURE III CDO LIMITED
BY ITS INVESTMENT ADVISOR,
MJX ASSET MANAGEMENT LLC
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: MANAGING DIRECTOR
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
VENTURE IV CDO LIMITED
BY ITS INVESTMENT ADVISOR,
MJX ASSET MANAGEMENT LLC
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: MANAGING DIRECTOR
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
Vista Leveraged Income Fund
By its investment advisor,
MJX Asset Management LLC
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: MANAGING DIRECTOR
Signature Page to First Amendment to Amended and Restated
Revolving Credit Term loan and Guaranty Agreement
WACHOVIA CAPITAL FINANCE CORPORATION
(CENTRAL)
BY ITS INVESTMENT ADVISOR,
MJX ASSET MANAGEMENT LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice-President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement
▇▇▇▇▇ FARGO FOOTHILL, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
Signature Page to First Amendment to Amended and Restated
Revolving Credit, Term Loan and Guaranty Agreement