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): February 22, 2007

Hanesbrands Inc.

(Exact name of registrant as specified in its charter)

Maryland		001-32891		20-3552316
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification No.)
1000 East Hanes Mill Road				27105
Winston-Salem, NC				(Zip Code)
(Address of principal
executive offices)

Registrant’s telephone number, including area code: (336) 519-4400

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:

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

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

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

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

 

 

TABLE OF CONTENTS

Item 1.01.     Entry Into a Material Definitive Agreement
Item 9.01.     Financial Statements and Exhibits

Item 1.01. Entry Into a Material Definitive Agreement

     On February 22, 2007, Hanesbrands Inc. (“Hanesbrands”) entered into a First Amendment (the “First Amendment”) to the First Lien Credit Agreement dated as of September 5, 2006 among Hanesbrands, the various financial institutions and other persons from time to time party hereto (the “Lenders”), HSBC Bank USA, National Association, Lasalle Bank National Association and Barclays Bank PLC, as the co-documentation agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as the co-syndication agents, Citicorp USA, Inc., as the administrative agent (in such capacity, the “Administrative Agent”), Citibank, N.A., as the collateral agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as the joint lead arrangers and joint bookrunners (the “Senior Secured Credit Facility”).

     Pursuant to the First Amendment, the “applicable margin” with respect to the $1.4 billion Term B loan facility (the “Term B Loan Facility”) that comprises a part of the Senior Secured Credit Facility was reduced from 2.25% to 1.75% with respect to loans maintained as “LIBO loans,” and from 1.25% to 0.75% with respect to loans maintained as “Base Rate loans.” At Hanesbrands’ option, borrowings under the Senior Secured Credit Facility may be maintained from time to time as (a) Base Rate loans, which bear interest at the higher of (i) 1/2 of 1% in excess of the federal funds rate and (ii) the rate published in the Wall Street Journal as the “prime rate” (or equivalent), in each case in effect from time to time, plus the applicable margin in effect from time to time, or (b) LIBO loans, which shall bear interest at the LIBO Rate (as defined in the Senior Secured Credit Facility and adjusted for maximum reserves), as determined by the Administrative Agent for the respective interest period plus the applicable margin in effect from time to time.

     The First Amendment also provides that in the event that, prior to February 22, 2008, Hanesbrands: (i) incurs a new tranche of replacement loans constituting obligations under the Senior Secured Credit Facility having an effective interest rate margin less than the applicable margin for loans pursuant to the Term B Loan Facility (“Term B Loans”), the proceeds of which are used to repay or return, in whole or in part, principal of the outstanding Term B Loans, (ii) consummates any other amendment to the Senior Secured Credit Facility that reduces the applicable margin for the Term B Loans, or (iii) incurs additional Term B loans having an effective interest rate margin less than the applicable margin for Term B Loans, the proceeds of which are used in whole or in part to prepay or repay outstanding Term B Loans, then in any such case, Hanesbrands will pay to the Administrative Agent, for the ratable account of each Lender with outstanding Term B Loans, a fee in an amount equal to 1.0% of the aggregate principal amount of all Term B Loans being replaced on such date immediately prior to the effectiveness of such transaction.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description
10.1		First Amendment dated February 22, 2007 to the First Lien Credit Agreement dated as of September 5, 2006 among Hanesbrands Inc., the various financial institutions and other persons from time to time party hereto, HSBC Bank USA, National Association, Lasalle Bank National Association and Barclays Bank PLC, as the co-documentation agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as the co-syndication agents, Citicorp USA, Inc., as the administrative agent, Citibank, N.A., as the collateral agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as the joint lead arrangers and joint bookrunners (the “Senior Secured Credit Facility”), among Hanesbrands Inc. and the Lenders (as that term is defined in the Senior Secured Credit Facility).

SIGNATURES

     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 thereunto duly authorized.

February 28, 2007		HANESBRANDS INC.
		By:		/s/ Joia M. Johnson
				Joia M. Johnson Executive Vice President, General Counsel      and Corporate Secretary

EXECUTION VERSION

FIRST AMENDMENT

          THIS FIRST AMENDMENT, dated as of February 22, 2007 (this “Amendment”), is to the Existing Credit Agreement (as defined below) and is made by HANESBRANDS INC., a Maryland corporation (the “Borrower”), and the Lenders (as defined in the Credit Agreement referred to below) party hereto.

W I T N E S S E T H:

          WHEREAS, the Borrower, the Lenders, Citicorp USA, Inc., as the Administrative Agent and Citibank, N.A., as the Collateral Agent, are all parties to the First Lien Credit Agreement, dated as of September 5, 2006 (as amended or otherwise modified prior to the date hereof, the “Existing Credit Agreement”, and as amended by this Amendment and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”); and

          WHEREAS, the Borrower has requested that the Lenders amend certain provisions of the Existing Credit Agreement and the Lenders are willing, on the terms and subject to the conditions hereinafter set forth, to modify the Existing Credit Agreement as set forth below;

          NOW, THEREFORE, the parties hereto hereby covenant and agree as follows:

ARTICLE I

DEFINITIONS

          SECTION 1.1. Certain Definitions. The following terms when used in this Amendment shall have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):

          “Amendment” is defined in the preamble.

          “Borrower” is defined in the preamble.

          “Credit Agreement” is defined in the first recital.

          “Existing Credit Agreement” is defined in the first recital.

          “First Amendment Effective Date” is defined in Article III.

          SECTION 1.2. Other Definitions. Terms for which meanings are provided in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used in this Amendment with such meanings.

ARTICLE II

AMENDMENTS TO CREDIT AGREEMENT

          Effective on (and subject to the occurrence of) the First Amendment Effective Date, the provisions of the Existing Credit Agreement referred to below are hereby amended in accordance with this Article II. Except as expressly so amended, the Existing Credit Agreement shall continue in full force and effect in accordance with its terms.

          SECTION 2.1. Amendment to Article I. Article I of the Existing Credit Agreement is hereby amended as follows:

          (a) Section 1.1 of the Existing Credit Agreement is hereby amended by inserting the following definitions in the appropriate alphabetical order:

     “First Amendment” means the First Amendment to this Agreement, dated as of February 22, 2007, among the Borrower and the Lenders party thereto.

     “First Amendment Effective Date” shall have the meaning provided in the First Amendment.

     “Repricing Transaction” shall mean (a) the incurrence by the Borrower or any Subsidiary thereof of a new tranche of replacement loans constituting Obligations under this Agreement (including by way of conversion of the Term B Loans into any such new tranche of replacement loans) (i) having an effective interest rate margin that is less than the Applicable Margin for the Term B Loans (with the comparative determinations of such margins to be made by the Administrative Agent and to be made after taking account of all upfront or similar fees or original issue discount (amortized over the life of such tranche of replacement loans) payable to all Lenders providing such replacement loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such tranche of replacement loans (collectively, the “Repricing Calculation”)) and (ii) the proceeds of which are used to repay or return, in whole or in part, principal of the outstanding Term B Loans (it being understood that a conversion of Term B Loans into any such new tranche of replacement term loans shall constitute a repayment of principal of outstanding Term B Loans), (b) the consummation of any other amendment to this Agreement (other than the First Amendment) that reduces the Applicable Margin for the Term B Loans (as determined pursuant to the Repricing Calculation), or (c) the incurrence by the Borrower or any Subsidiary thereof of additional term B loans (i) having an effective interest rate margin that is less than the Applicable Margin for the Term B Loans (as determined pursuant to the Repricing Calculation) and (ii) the proceeds of which are used in whole or in part to prepay or repay outstanding Term B Loans. Any such determination by the

Administrative Agent of a Repricing Calculation as contemplated in this definition shall be conclusive and binding on all Lenders holding the Term B Loans absent manifest error.

          (b) Clause (i) of the definition of “Applicable Margin” is amended to read in its entirety as follows:

“(i) in the case of Term B Loans maintained as (A) LIBO RATE Loans, a percentage per annum equal to 1.75% and (B) Base Rate Loans, a percentage per annum equal to .75%, and”

          SECTION 2.2. Amendment to Article III. Article III of the Existing Credit Agreement is hereby amended as follows:

          (a) Section 3.1.1 of the Existing Credit Agreement is hereby amended as follows:

          (i) The proviso to clause (a)(i) of Section 3.1.1 of the Existing Credit Agreement is hereby amended by (i) deleting the word “and” that occurs before clause (C) thereof and (ii) inserting the following after clause (C) thereof:

“; and (D) any prepayment of Term B Loans pursuant to this Section 3.1.1 made prior to the first anniversary of the First Amendment Effective Date in connection with a Repricing Transaction shall be subject to the fee described in Section 3.3.4;”.

          (ii) The last sentence of Section 3.1.1 of the Existing Credit Agreement is hereby amended by inserting the text “or clause (a)(i)(D) of Section 3.1.1” at the end thereof.

          (b) Article III of the Existing Credit Agreement is hereby further amended by inserting the following new Section 3.3.4 at the end thereof:

     “SECTION 3.3.4. Repricing Prepayment Premium. In the event a Repricing Transaction is proposed to be consummated prior to the first anniversary of the First Amendment Effective Date, the Borrower shall promptly notify the Administrative Agent and will provide such information as the Administrative Agent may reasonably require to enable the Administrative Agent to effect the Repricing Calculation. The Administrative Agent will then provide the results of the initial Repricing Calculation to the Borrower for review, which initial Repricing Calculation will become the final Repricing Calculation after consultation with the Borrower absent manifest error. Solely in the event that such Repricing Transaction is in fact consummated prior to the first anniversary of the First Amendment Effective Date, the Borrower agrees to pay to the

Administrative Agent, for the ratable account of each Lender with outstanding Term B Loans (excluding any Replacement Lenders but including any Lender that withholds its consent to such Repricing Transaction and is replaced or is removed as a Lender under Section 4.11), a fee in an amount equal to 1.0% of the aggregate principal amount of all Term B Loans being replaced on such date immediately prior to the effectiveness of such Repricing Transaction. Such fee shall be due and payable upon the date of the effectiveness of such Repricing Transaction.”

ARTICLE III

CONDITIONS TO EFFECTIVENESS

     This Amendment and the amendments contained herein shall become effective on the date (the “First Amendment Effective Date”) when each of the conditions set forth in this Article III shall have been fulfilled to the satisfaction of the Administrative Agent.

     SECTION 3.1. Counterparts. The Administrative Agent shall have received counterparts hereof executed on behalf of the Borrower, the Required Lenders and each of the Lenders with Term B Loans.

     SECTION 3.2. Affirmation and Consent. The Administrative Agent shall have received, with counterparts for each Lender, a duly executed copy of an Affirmation and Consent, dated as of the First Amendment Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, duly executed and delivered by each of the Obligors (other than the Borrower).

     SECTION 3.3. Costs and Expenses, etc. The Administrative Agent shall have received all fees, costs and expenses due and payable pursuant to the Fee Letter, dated as of February 2, 2007, between the Borrower and Citigroup Global Capital Market, Inc. and Sections 3.3.2 and 10.3 of the Credit Agreement, if then invoiced.

ARTICLE IV

MISCELLANEOUS

     SECTION 4.1. Cross-References. References in this Amendment to any Article or Section are, unless otherwise specified, to such Article or Section of this Amendment.

     SECTION 4.2. Loan Document Pursuant to Existing Credit Agreement. This Amendment is a Loan Document executed pursuant to the Existing Credit Agreement and shall

(unless otherwise expressly indicated therein) be construed, administered and applied in accordance with all of the terms and provisions of the Existing Credit Agreement, as amended hereby, including Article X thereof.

     SECTION 4.3. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

     SECTION 4.4. Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which when executed and delivered shall be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile (or other electronic) transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

     SECTION 4.5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

     SECTION 4.6. Full Force and Effect; Limited Amendment. Except as expressly amended hereby, all of the representations, warranties, terms, covenants, conditions and other provisions of the Existing Credit Agreement and the Loan Documents shall remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with their respective terms. The amendments set forth herein shall be limited precisely as provided for herein to the provisions expressly amended herein and shall not be deemed to be an amendment to, waiver of, consent to or modification of any other term or provision of the Existing Credit Agreement or any other Loan Document or of any transaction or further or future action on the part of any Obligor which would require the consent of the Lenders under the Existing Credit Agreement or any of the Loan Documents.

     SECTION 4.7. Representations and Warranties. In order to induce the Lenders to execute and deliver this Amendment, the Borrower hereby represents and warrants to the Lenders, on the First Amendment Effective Date, after giving effect to this Amendment, all statements set forth in Section 5.2.1 of the Credit Agreement are true and correct (subject to the materiality set forth therein).

               IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written.

		MOSELLE CLO S.A.
		By: INVESCO Senior Secured Management, Inc.
		As Collateral Manager
		By:		/s/ Peter C. Wollman
						Peter C. Wollman
				Title:		Authorized Signatory
		NAUTIQUE FUNDING II LTD.
		By: INVESCO Senior Secured Management, Inc.
		As Collateral Manager
		By:		/s/ Peter C. Wollman
						Peter C. Wollman
				Title:		Authorized Signatory
		PETRUSSE EUROPEAN CLO S.A.
		By: INVESCO Senior Secured Management, Inc.
		As Collateral Manager
		By:		/s/ Peter C. Wollman
						Peter C. Wollman
				Title:		Authorized Signatory
		SAGAMORE CLO LTD.
		By: INVESCO Senior Secured Management, Inc.
		As Collateral Manager
		By:		/s/ Peter C. Wollman
						Peter C. Wollman
				Title:		Authorized Signatory

		SARATOGA CLO I, LIMITED
		By: INVESCO Senior Secured Management, Inc.
		As the Asset Manager
		By:		/s/		Peter C. Wollman
						Peter C. Wollman
				Title:		Authorized Signatory
		NAUTIQUE FUNDING LTD.
		By: INVESCO Senior Secured Management, Inc.
		As Collateral Manager
		By:		/s/		Peter C. Wollman
						Peter C. Wollman
				Title:		Authorized Signatory
		WASATCH CLO LTD
		By: INVESCO Senior Secured Management, Inc.
		As Portfolio Manager
		By:		/s/		Peter C. Wollman
						Peter C. Wollman
				Title:		Authorized Signatory
		AGUSTA TRADING LLC
		By:		/s/
				Title:		Assistant Vice President
		BALLANTYNE FUNDING LLC
		By:		/s/
				Title:		Assistant Vice President

		DUNES FUNDING LLC
		By:		/s/
				Title:		Assistant Vice President
		KEOWEE FALLS FUNDING LLC
		By:		/s/
				Title:		Assistant Vice President
		Grand Central Asset Trust, BDC Series
		By:		/s/		Janet Haack
						Janet Haack
				Title:		As Attorney in Fact
		Mountain View Funding CLO 2006-I, Ltd.
		By: Seix Advisors, a fixed income division of Trusco
		Capital Management, Inc., as Collateral Manager
		By:		/s/
				Title:		PM, Seix Advisors
		Mountain View CLO II, Ltd.
		By: Seix Advisors, a fixed income division of Trusco
		Capital Management, Inc., as Collateral Manager
		By:		/s/
				Title:		PM, Seix Advisors

		STI Classic Seix Floating Rate High Income Fund
		By: Seix Advisors, a fixed income division of Trusco
		Capital Management, Inc.
		By:		/s/
				Title:		PM, Seix Advisors
		CITICORP USA, INC.
		By:		/s/		Carolyn A. Sheridan
				Name:		Carolyn A. Sheridan
				Title:		Managing Director
		WELLS FARGO BANK, NA
		By:		/s/		Peta Swidler
				Peta Swidler, Senior Vice President
		BRIDGEPORT CLO LTD.
		By: Deerfield Capital Management LLC as its
		Collateral Manager
		By:		/s/
				Title:		Senior Vice President
		BRYN MAWR CLO, Ltd.
		By: Deerfield Capital Management LLC as its
		Collateral Manager
		By:		/s/
				Title:		Senior Vice President

		BURR RIDGE CLO, LTD.
		By: Deerfield Capital Management LLC as its
		Collateral Manager
		By:		/s/
				Title:		Senior Vice President
		CUMBERLAND II CLO, LTD.
		By: Deerfield Capital Management LLC as its
		Collateral Manager
		By:		/s/
				Title:		Senior Vice President
		FORREST CREEK CLO, Ltd.
		By: Deerfield Capital Management LLC as its Collateral Manager
		By:		/s/
				Title:		Senior Vice President
		LONG GROVE CLO, LIMITED
		By: Deerfield Capital Management LLC as its Collateral Manager
		By:		/s/
				Title:		Senior Vice President

		MARKET SQUARE CLO, Ltd.
		By: Deerfield Capital Management LLC as its Collateral Manager
		By:		/s/
				Title:		Senior Vice President
		MARQUETTE PARK CLO LTD.
		By: Deerfield Capital Management LLC as its Collateral Manager
		By:		/s/
				Title:		Senior Vice President
		ROSEMONT CLO, Ltd.
		By: Deerfield Capital Management LLC as its Collateral Manager
		By:		/s/
				Title:		Senior Vice President
		SCHILLER PARK CLO, LTD.
		By: Deerfield Capital Management LLC as its Collateral Manager
		By:		/s/
				Title:		Senior Vice President
		Trimaran CLO VI Ltd
		By: Trimaran Advisors, L.L.C.
		By:		/s/		David M. Millison
						David M. Millison
				Title:		Managing Director

		Trimaran CLO VII Ltd. By: Trimaran Advisors, L.L.C.
		By:		/s/		David M. Millison
						David M. Millison
				Title:		Managing Director
		Commerzbank AG, New York and Grand Cayman Branches
		By:		/s/		Marianne I. Medora
				Name:		Marianne I. Medora
				Title:		Senior Vice President
		By:		/s/		Charles W. Polet
				Name:		Charles W. Polet
				Title:		Assistant Treasurer
		ANCHORAGE CROSSOVER CREDIT FINANCE, LTD.
		By: Anchorage Advisors, L.L.C., its Investment Manager
		By:		/s/		Michael Aglialoro
						Michael Aglialoro
				Title:		Executive Vice President
		VAN KAMPEN SENIOR INCOME TRUST
		By: Van Kampen Asset Management
		By:		/s/		Robert P. Drobny
						Robert P. Drobny
				Title:		Vice President

		VAN KAMPEN SENIOR LOAN FUND
		By: Van Kampen Asset Management
		By:		/s/		Robert P. Drobny
						Robert P. Drobny
				Title:		Vice President
		APIDOS CDO I
		By: Its Investment Advisor Apidos Capital Management, LLC
		By:		/s/		John W. Stelwagon
						John W. Stelwagon
				Title:		Managing Director
		APIDOS CDO II
		By: Its Investment Advisor Apidos Capital Management, LLC
		By:		/s/		John W. Stelwagon
						John W. Stelwagon
				Title:		Managing Director
		APIDOS CDO V
		By: Its Investment Advisor Apidos Capital Management, LLC
		By:		/s/		John W. Stelwagon
						John W. Stelwagon
				Title:		Managing Director

		APIDOS CDO VI
		By: Its investment advisor Apidos Capital Management, LLC as Collateral Manager
		By:		/s/		John W. Stelwagon
						John W. Stelwagon
				Title:		Managing Director
		APIDOS QUATTRO
		By: Its investment advisor Apidos Capital Management, LLC as Collateral Manager
		By:		/s/		John W. Stelwagon
						John W. Stelwagon
				Title:		Managing Director
		APIDOS CDO IV
		By: Its investment advisor Apidos Capital Management, LLC
		By:		/s/		John W. Stelwagon
						John W. Stelwagon
				Title:		Managing Director
		SCOTIABANK IRELAND LTD.
		By:		/s/		Neam Ahmed
						Neam Ahmed
				Title:		Authorized Signatory

		Nomura Bond and Loan Fund
		By: Mitsubishi UFJ Trust & Banking Corporation as Trustee
		By: Nomura Corporate Research & Asset Management Inc.
		Attorney in Fact
		By:		/s/		Richard W. Stewart
						Richard W. Stewart
				Title:		Managing Director
		Clydesdale CLO 2003 Ltd.
		By: Nomura Corporate Research and Asset Management Inc.
		As Collateral Manager
		By:		/s/		Richard W. Stewart
						Richard W. Stewart
				Title:		Managing Director
		Clydesdale CLO 2004, Ltd.
		By: Nomura Corporate Research and Asset Management Inc.
		As Investment Manager
		By:		/s/		Richard W. Stewart
						Richard W. Stewart
				Title:		Managing Director

		Clydesdale Strategic CLO I, Ltd.
		By: Nomura Corporate Research and Asset Management Inc.
		As Investment Manager
		By:		/s/		Richard W. Stewart
						Richard W. Stewart
				Title:		Managing Director
		Clydesdale CLO 2005, Ltd.
		By: Nomura Corporate Research and Asset Management Inc.
		As Investment Manager
		By:		/s/		Richard W. Stewart
						Richard W. Stewart
				Title:		Managing Director
		Clydesdale CLO 2006, Ltd.
		By: Nomura Corporate Research and Asset Management Inc.
		As Investment Manager
		By:		/s/		Richard W. Stewart
						Richard W. Stewart
				Title:		Managing Director

		NCRAM Loan Trust
		By: Nomura Corporate Research and Asset Management Inc.
		As Investment Adviser
		By:		/s/		Richard W. Stewart
						Richard W. Stewart
				Title:		Managing Director
		Centaurus Loan Trust
		By: Nomura Corporate Research and Asset Management Inc.
		As Investment Adviser
		By:		/s/		Richard W. Stewart
						Richard W. Stewart
				Title:		Managing Director
		NCRAM Senior Loan Trust 2005
		By: Nomura Corporate Research and Asset Management Inc.
		As Investment Adviser
		By:		/s/		Richard W. Stewart
						Richard W. Stewart
				Title:		Managing Director
		CANNINGTON FUNDING LTD.
		By: Silvermine Capital Management, LLC as Investment Manager
		By:		/s/		Gregory C. Smith
						Gregory C. Smith
				Title:		Vice President
						Silvermine Capital Management, LLC

		COMSTOCK FUNDING LTD.
		By: Silvermine Capital Management, LLC as Investment Manager
		By:		/s/		Gregory C. Smith
						Gregory C. Smith
				Title:		Vice President
						Silvermine Capital Management, LLC
		LOAN FUNDING XIII LLC for itself or as agent for Corporate Funding XIII
		By:		/s/		Gregory C. Smith
						Gregory C. Smith Title: Vice President
						Silvermine Capital Management, LLC
		HSBC BANK USA, NATIONAL ASSOCIATION
		By:		/s/		James P. Kelly
				Title:		Senior Vice President
		Grand Central Asset Trust, HFV Series
		By:		/s/		Janet Haack
						Janet Haack
				Title:		As Attorney In Fact

		OSP FUNDING LLC
		By:		/s/
				Title:		Assistant Vice President
		Canyon Capital CLO 2004-1 Ltd. and
		Canyon Capital CLO 2006-1 Ltd.
		By:		/s/		Dominique Niele
				Title:		Authorized Signatory
				(Name: Dominique Niele)
		By:		Canyon Capital Advisors LLC, a Delaware limited liability company, its Collateral Manager
		Bear Stearns Institutional Loan Master Fund, Ltd.
		By: Bear Stearns Asset Management Inc., as its Investment Manager
		By:		/s/
				Title:		Associate Director
		Gallatin CLO II 2005-1 Ltd.
		By: Bear Stearns Asset Management Inc. as its Collateral Manager
		By:		/s/
				Title:		Associate Director
		Gallatin Funding I Ltd.
		By: Bear Stearns Asset Management Inc. as its Collateral Manager
		By:		/s/
				Title:		Associate Director

		Grayston CLO II 2004-1 Ltd.
		By: Bear Stearns Asset Management Inc. as its Collateral Manager
		By:		/s/
				Title:		Associate Director
		Emerald Orchard Limited
		By:		/s/		Neam Ahmed
						Neam Ahmed
				Title:		Authorized Signatory
		FRF Corporation
		By:		/s/		Neam Ahmed
						Neam Ahmed
				Title:		Authorized Signatory
		Golub Capital 2007 CLO, Ltd.
		By: Golub Capital Management LLC, as Collateral Manager
		By:		/s/
				Title:		Senior Vice President
		Trumbull THC2 Loan Funding LLC, for itself or as agent for Trumbull THC2 CFPI Loan Funding LLC.
		By:		/s/		Janet Haack
						Janet Haack
				Title:		As Attorney In Fact