AMENDMENT NO. 4
Exhibit 10.1.5
EXECUTION COPY
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of May 9, 2014 (this “Amendment”), to the First Lien Credit Agreement, dated as of April 20, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”), among PG HOLDCO, LLC, a Delaware limited liability company (“Holdings”), PGA HOLDINGS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”), and the other Agents named therein. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
WHEREAS, (a) Section 10.1 of the Credit Agreement permits amendments or other modifications to the Credit Agreement with consent of the Administrative Agent, Holdings, the Borrower and the Required Lenders and (b) Section 2.25 of the Credit Agreement permits the Borrower to increase commitments under an existing term loan tranche under the Credit Agreement by effecting Incremental Commitments through an incremental amendment entered into among the Borrower, the Administrative Agent and the Persons providing such Incremental Commitments;
WHEREAS, the Borrower has requested that the Credit Agreement be amended to, among other things, provide for an incremental Term Loan Increase (the “Term Loan Increase”) of the existing Term Loans in the amount of $35,000,000, the proceeds of which will be used, together with cash on hand, to repay in full the Second Lien Obligations (other than any contingent or indemnification obligations not then asserted or due), it being understood that the Term Loan Increase shall not reduce the Borrower’s capacity to incur Incremental Commitments or Incremental Notes pursuant to Sections 2.25 and 7.2(t) of the Credit Agreement;
WHEREAS, subject to the terms and conditions set forth herein, Barclays Bank PLC (the “Fronting Lender”) has agreed to provide the full amount of the Term Loan Increase;
WHEREAS, subject to the terms and conditions set forth herein, in order to effect the foregoing and to modify the Credit Agreement as contained herein, the Borrower, the Required Lenders and the other parties hereto are willing to agree to such modification relating to the Credit Agreement;
NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Term Loan Increase.
(a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, three Business Days prior to the anticipated Amendment No. 4 Effective Date, specifying (A) the aggregate principal amount of New Term Loans to be borrowed and (B) the requested Borrowing Date. Upon receipt of any such notice from the
Borrower, the Administrative Agent shall promptly notify the Fronting Lender. The Fronting Lender will make available the full amount of the Term Loan Increase to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, the Term Loan Increase funded on the Amendment No. 4 Effective Date shall be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Term Loans that are outstanding immediately prior to the Amendment No. 4 Effective Date (which Interest Period shall end on the last Business Day of May).
(b) Subject to the terms and conditions set forth herein, on the Amendment No. 4 Effective Date the Fronting Lender agrees to fund a New Term Loan in a principal amount equal to the Term Loan Increase.
(c) The Fronting Lender, by delivering its signature page to this Amendment and funding the Term Loan Increase on the Amendment No. 4 Effective Date, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 4 Effective Date), each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 4 Effective Date.
(d) Subject to the terms and conditions set forth herein, pursuant to Section 2.25(f) of the Credit Agreement, effective as of the Amendment No. 4 Effective Date, each reference in the Loan Documents to the Term Loans shall, except as the context may otherwise require, be deemed to include the Term Loan Increase contemplated hereby and the Fronting Lender shall have all the rights and obligations of a Lender holding a Term Loan Commitment (or, following the making of the Term Loan Increase, a Term Loan) under the Loan Documents.
Section 2. Amendments. Effective as of the Amendment No. 4 Effective Date, the Loan Documents are hereby amended as follows:
(a) Section 1.1 of the Credit Agreement is amended by adding the following definitions in the correct alphabetical order:
“Amendment No. 4”: Amendment No. 4 to this Agreement, dated as of May 9, 2014 among the Borrower, the Administrative Agent and the Lenders party thereto.
“Amendment No. 4 Effective Date”: as defined in Amendment No. 4.
(b) Section 1.1 of the Credit Agreement is amended by deleting “6%” in clause (j) of the definition of Consolidated EBITDA and replacing it with “12%”.
(c) Section 1.1 of the Credit Agreement is amended by amending and restating the definition of Term Loan in its entirety as follows:
“Term Loan”: (a) prior to the Amendment No. 2 Effective Date, a Closing Date Term Loan, (b) on and following the Amendment No. 2 Effective Date, a term loan made pursuant to Section 1(b) of Amendment No. 2 (including Converted Term Loans (as defined in Amendment No. 2)) and (c) on and following the Amendment No. 4 Effective Date, a term loan made pursuant to Section 1(b) of Amendment No. 2 (including Converted Term Loans (as defined in Amendment No. 2)), together with the term loans made pursuant to Section 1(b) of Amendment No. 4. Unless context shall otherwise require, “Term Loans” shall include any Term Loans under the Incremental Loans.
(d) Section 2.3 of the Credit Agreement is hereby amended and restated as follows:
2.3 Repayment of Term Loans. The Term Loans shall be payable in equal consecutive quarterly installments, commencing on June 30, 2012, on the last Business Day of each of December, March, June and September following the Closing Date, in an amount equal to (i) prior to the Amendment No. 2 Effective Date, one quarter of one percent (0.25%) of the Term Loans funded on the Closing Date, (ii) on and after the Amendment No. 2 Effective Date and prior to the Amendment No. 4 Effective Date, one quarter of one percent (0.25%) of the Term Loans funded on the Amendment No. 2 Effective Date and (iii) on and after the Amendment No. 4 Effective Date, $1,069,832.69, in each case, as adjusted to reflect any prepayments thereof in accordance with Section 2.18(i), with the remaining balance thereof payable on the Term Maturity Date.
(e) Section 6.10 of the Credit Agreement is hereby amended and restated as follows:
6.10 Use of Proceeds. The proceeds of the Closing Date Term Loans shall be used, first, to effect the Refinancing and any remaining amounts shall be used thereafter to effect, in part, the other Transactions and to pay related fees, commissions and expenses. The proceeds of the Term Loans made pursuant to Amendment No. 2 shall be used, first, to effect the refinancing in full of the Closing Date Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date as contemplated by pursuant to Amendment No. 2 and, thereafter, to repay the Second Lien Obligations, in each case, on the Amendment No. 2 Effective Date. The proceeds of the Term Loans made pursuant to Amendment No. 4 shall be used to repay in full the Second Lien Obligations (other than any contingent or indemnification obligations not then asserted or due). The proceeds of the Revolving Loans and the Swingline Loans and the Letters of Credit shall be used for general corporate (including working capital) purposes of the Borrower and its Subsidiaries not prohibited by this Agreement (including, for purposes of clarity, Permitted Acquisitions and Capital Expenditures).
Section 3. Consent and Waiver Subject to satisfaction of the conditions precedent set forth herein, and in reliance upon the representations and warranties of the Loan Parties set forth in the Credit Agreement and in this Amendment, and notwithstanding anything
to the contrary contained in the Credit Agreement or any other Loan Document, the Required Lenders hereby (i) consent to the repayment in full of the Second Lien Obligations (other than any contingent or indemnification obligations not then asserted or due) on the Amendment No. 4 Effective Date, which prepayment shall not be deemed to reduce the Available Amount and (ii) waive the incremental debt being incurred hereunder such that the Term Loan Increase shall not reduce the Borrower’s capacity to incur Incremental Commitments or Incremental Notes pursuant to Sections 2.25 and 7.2(t) of the Credit Agreement. The consent and waiver contained in this Section 3 is a limited consent and waiver and (i) shall only be relied upon and used for the specific purpose set forth herein, (ii) shall not constitute nor be deemed to constitute a waiver, except as otherwise expressly set forth herein, of (a) any Default or Event of Default or (b) any term or condition of the Credit Agreement and the other Loan Documents and (iii) shall not constitute nor be deemed to constitute a consent by the Required Lenders to anything other than the specific purpose set forth herein.
Section 4. Representations and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders as of the date hereof and the Amendment No. 4 Effective Date that:
(a) Before and after giving effect to this Amendment, the representations and warranties of the Borrower and each other Loan Party contained in Section 4 of the Credit Agreement or any other Loan Document shall be true and correct in all material respects, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects).
(b) At the time of and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
(c) Each of Holdings and the Borrower (i) has the requisite power and authority to execute, deliver and perform the Amendment, (ii) has taken all necessary organizational action to authorize the execution, delivery and performance of the Amendment and (iii) has duly executed and delivered the Amendment.
(d) This Amendment constitutes a legal, valid and binding obligation of each of Holdings and the Borrower, enforceable against each of them in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in an proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
Section 5. Conditions to Effectiveness. This Amendment shall become effective on the date on which each of the following conditions is satisfied (the “Amendment No. 4 Effective Date”):
(a) The Administrative Agent’s receipt of executed counterparts of this Amendment from Holdings, the Borrower, the Administrative Agent, the Required Lenders and the Fronting Lender, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified.
(b) The Borrower shall have paid, or substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 5 shall pay in full (in each case other than any contingent or indemnification obligations not then asserted or due), (i) the Second Lien Obligations and (ii) all accrued and unpaid fees, interest, premiums and reimbursable costs and expenses with respect to the Second Lien Obligations (including any amounts payable under Section 2.21 of the Second Lien Credit Agreement as a result of such prepayment).
(c) The Borrower shall have reimbursed the Administrative Agent for its reasonable and documented out-of-pocket expenses incurred in connection with this Amendment which have been invoiced at least one Business Day prior to the Closing Date, including the reasonable and documented fees, charges and disbursements of Xxxx Xxxxxxxx LLP, counsel for the Administrative Agent.
(d) All fees required to be paid on the Amendment No. 4 Effective Date shall have been paid on or before the Amendment No. 4 Effective Date.
(e) The Administrative Agent shall have received an executed legal opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Loan Parties, substantially in the form of the legal opinion provided on the Closing Date. Such legal opinion shall contain such changes thereto as may be approved by, and as shall otherwise be in form and substance reasonably satisfactory to, the Administrative Agent and shall cover such other matters incident to the transactions contemplated by the Loan Documents as the Administrative Agent may reasonably require. The counsel delivering the foregoing legal opinion is expressly instructed to deliver its opinion for the benefit of each of the Administrative Agent and each Lender.
(f) The Administrative Agent shall have received a solvency certificate signed by the chief financial officer and treasurer on behalf of Holdings and dated as of the Amendment No. 4 Effective Date, substantially in the form of Exhibit A hereto.
(g) The Administrative Agent shall have received a certificate of each of Holdings, the Borrower and each Subsidiary Guarantor dated the Amendment No. 4 Effective Date, substantially in the form of Exhibit B, with appropriate insertions and attachments.
(h) The Administrative Agent shall have received a certificate of a financial officer of the Borrower, dated the Amendment No. 4 Effective Date, certifying that the
Borrower is in pro forma compliance with the financial covenants in Section 7.1 (after giving effect to incurrence of the Term Loan Increase and the repayment of the Second Lien Obligations (other than any contingent or indemnification obligations not then asserted or due)) and attaching supporting materials and calculations.
(i) The Administrative Agent shall have received an irrevocable notice of borrowing in accordance with Section 1(a) hereof and each of the conditions precedent set forth in Sections 5.2(a) and (b) of the Credit Agreement shall have been satisfied.
(j) All of the conditions precedent set forth in Section 2.25 of the Credit Agreement with respect to the Term Loan Increase effected hereby shall have been satisfied.
Section 6. Reaffirmations.
(a) Each Guarantor, subject to the terms and limits contained in the Credit Agreement, reaffirms its guaranty of the Obligations under the Credit Agreement as amended by this Amendment. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of this Amendment and consents to this Amendment. Each Loan Party hereby confirms that each Loan Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this Amendment and all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment.
(b) 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 this Amendment 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 material respects and (ii) each of the Guarantee and Collateral Agreement and the other Security Documents and the Collateral described therein does, and shall continue to, secure the payment and performance of all of the Obligations of such Grantors immediately prior to and after giving effect to this Amendment and the funding of the Term Loan Increase.
Section 7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
Section 8. Governing Law and Waiver of Right to Trial by Jury. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The jurisdiction and waiver of right to trial by jury provisions in Section 10.12 and 10.17 of the Credit Agreement are incorporated herein by reference mutatis mutandis.
Section 9. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
Section 10. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall be deemed a “Loan Document” for all purposes under the Credit Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
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PG HOLDCO, LLC | |
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By: |
/s/ Joc Greskoviak |
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Name: |
Joc Greskoviak |
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Title: |
President & COO |
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By: |
/s/ Joc Greskoviak |
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Name: |
Joc Greskoviak |
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Title: |
President & COO |
AMENDMENT NO. 4 — PRESS XXXXX
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BARCLAYS BANK PLC, | ||
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as Administrative Agent and Collateral Agent | ||
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By: |
/s/ Xxxxxxx X. Xxxxxxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxxxxxx |
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Title: |
Vice President |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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BARCLAYS BANK, PLC | ||
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as a Lender | ||
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By: |
/s/ Xxxxxxx Xxxxxxxxxx | |
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Name: |
Xxxxxxx Xxxxxxxxxx |
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Title: |
Vice President |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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CIT Bank | ||
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as a Lender | ||
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By: |
/s/ Xxxx Xxxxxxx III | |
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Name: |
Xxxx Xxxxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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CIT Finance LLC | ||
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as a Lender | ||
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By: |
/s/ Xxxx Xxxxxxx III | |
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Name: |
Xxxx Xxxxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Lake City Bank, | |
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as a Lender | |
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By: |
/s/ Xxxxxxxx X. Xxxxxx |
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Xxxxxxxx X. Xxxxxx |
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Vice President |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Brit Insurance (Gibraltar) PCC Ltd in respect of a protected cell of that company known as ‘Cell Re’ | ||
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as a Lender | ||
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By: GoldenTree Asset | ||
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Management, L.P. | ||
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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GT Loan Financing I, Ltd. | ||
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as a Lender | ||
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By: GoldenTree Asset | ||
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Management, LP | ||
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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General Electric Pension Trust | ||
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as a Lender | ||
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By: GoldenTree Asset | ||
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Management, LP | ||
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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GoldenTree Loan Opportunities III, Ltd. | ||
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as a Lender | ||
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By: GoldenTree Asset | ||
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Management, LP | ||
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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GoldenTree Loan Opportunities IV, Ltd. | ||
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as a Lender | ||
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By: GoldenTree Asset | ||
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Management, LP | ||
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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GoldenTree Loan Opportunities V, Ltd. | ||
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as a Lender | ||
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By: GoldenTree Asset | ||
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Management, LP | ||
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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GoldenTree Loan Opportunities VI, Ltd | ||
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as a Lender | ||
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By: GoldenTree Asset | ||
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Management, L.P. | ||
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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GoldenTree Loan Opportunities VII, Ltd | ||
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as a Lender | ||
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By: |
GoldenTree Asset Management, L.P. | |
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Health Net of California, Inc. | ||
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as a Lender | ||
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By: |
GoldenTree Asset Management, L.P. | |
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Stellar Performer Global Series: | ||
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Series G - Global Credit | ||
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as a Lender | ||
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By: |
GoldenTree Asset Management, LP | |
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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The Trustees of Syndicate 2987 | ||
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as a Lender | ||
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By: |
GoldenTree Asset Management, L.P. | |
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By: |
/s/ Xxxxx Xxxxx | |
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Name: |
Xxxxx Xxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Broad Street Credit Investments LLC, | ||
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as a Lender | ||
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By: |
/s/ Xxxxxxxx Xxxxxxx | |
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Name: |
Xxxxxxxx Xxxxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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XXXXXXX XXXXX LENDING PARTNERS LLC, | ||
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as a Lender | ||
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By: |
/s/ Xxxxxxxx Xxxxxxx | |
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Name: |
Xxxxxxxx Xxxxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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AUDAX SENIOR LOAN FUND SPV, LLC, | ||
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as a Lender | ||
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By: |
/s/ Xxxxxxx X. XxXxxxxxx | |
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Name: |
Xxxxxxx X. XxXxxxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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AUDAX CREDIT OPPORTUNITIES OFFSHORE LTD., as a Lender | ||
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By: |
/s/ Xxxxxxx X. XxXxxxxxx | |
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Name: |
Xxxxxxx X. XxXxxxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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AUDAX CREDIT OPPORTUNITIES FUND, LP., | ||
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as a Lender | ||
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By: |
/s/ Xxxxxxx X. XxXxxxxxx | |
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Name: |
Xxxxxxx X. XxXxxxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Bank of Montreal, | ||
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as a Lender | ||
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By: |
/s/ Xxxxx Xxxxxx | |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Duly Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Xxxxx Capital Partners CLO 11, Ltd., |
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as a Lender |
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By: |
GC Advisors LLC, as agent |
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By: |
/s/ Xxxxxxxxx Xxxxxxxx |
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Xxxxx: |
Xxxxxxxxx Xxxxxxxx | |
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Title: |
Authorized Signatory | |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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One Wall Street CLO II LTD | ||
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as a Lender | ||
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By: |
Alcentra NY, LLC, as investment advisor | |
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By: |
/s/ Xxxx Im | |
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Name: |
Xxxx Im |
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Title: |
Jr Research Analyst |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Pacifica CDO V LTD | ||
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as a Lender | ||
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By: |
Alcentra NY, LLC, as investment advisor | |
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By: |
/s/ Xxxx Im | |
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Name: |
Xxxx Im |
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Title: |
Jr Research Analyst |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Pacifica CDO VI LTD | ||
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as a Lender | ||
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By: |
Alcentra NY, LLC, as investment advisor | |
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By: |
/s/ Xxxx Im | |
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Name: |
Xxxx Im |
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Title: |
Jr Research Analyst |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Prospero CLO II B.V. | ||
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as a Lender | ||
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By: |
Alcentra NY, LLC, as investment advisor | |
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By: |
/s/ Xxxx Im | |
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Name: |
Xxxx Im |
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Title: |
Jr Research Analyst |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Shackleton 2013-III CLO, Ltd. | ||
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as a Lender | ||
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By: |
Alcentra NY, LLC, as investment advisor | |
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By: |
/s/ Xxxx Im | |
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Name: |
Xxxx Im |
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Title: |
Jr Research Analyst |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Shackleton II CLO, Ltd. | ||
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as a Lender | ||
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By: |
Alcentra NY, LLC | |
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By: |
/s/ Xxxx Im | |
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Name: |
Xxxx Im |
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Title: |
Jr Research Analyst |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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US Bank Loan Fund (M) Master Trust | ||
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as a Lender | ||
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By: |
Alcentra NY, LLC, as investment advisor | |
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By: |
/s/ Xxxx Im | |
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Name: |
Xxxx Im |
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Title: |
Jr Research Analyst |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Veritas CLO II, LTD | ||
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as a Lender | ||
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By: |
Alcentra NY, LLC, as investment advisor | |
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By: |
/s/ Xxxx Im | |
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Name: |
Xxxx Im |
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Title: |
Jr Research Analyst |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Westwood CDO I LTD | ||
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as a Lender | ||
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By: |
Alcentra NY, LLC, as investment advisor | |
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By: |
/s/ Xxxx Im | |
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Name: |
Xxxx Im |
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Title: |
Jr Research Analyst |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Westwood CDO II LTD | ||
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as a Lender | ||
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By: Alcentra NY, LLC, as investment advisor | ||
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By: |
/s/ Xxxx Im | |
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Name: |
Xxxx Im |
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Title: |
Jr Research Analyst |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Congressional Bank, | ||
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as a Lender | ||
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By: |
/s/ Xxx Xxxx | |
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Name: |
Xxx Xxxx |
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Title: |
Chief Credit Officer |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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AIB Debt Management Limited, | |
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as a Lender | |
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By: |
/s/ Xxxxx Xxxxxx |
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Xxxxx Xxxxxx |
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Vice President |
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Investment Advisor to |
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AIB Debt Management, Limited |
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By: |
/s/ Xxxxxx X’Xxxxxxx |
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Xxxxxx X’Xxxxxxx |
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Senior Vice President |
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Investment Advisor to |
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AIB Debt Management, Limited |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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IBM Personal Pension Plan Trust | ||
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as a Lender | ||
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By: ING Investment Management Co., as its investment manager | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Senior Vice President |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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New Mexico State Investment Council | ||
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as a Lender | ||
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By: ING Investment Management Co. LLC, as its investment manager | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Senior Vice President |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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City of New York Group Trust | ||
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as a Lender | ||
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By: ING Investment Management Co. LLC, as its investment manager | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Senior Vice President |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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ING (L) Flex - Senior Loans | ||
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as a Lender | ||
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By: ING Investment Management Co., as its investment manager | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Senior Vice President |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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ING Floating Rate Fund | ||
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as a Lender | ||
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By: ING Investment Management Co., as its investment manager | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Senior Vice President |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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ING Investment Management CLO III, LTD. | ||
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as a Lender | ||
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By: ING Alternative Asset Management LLC, as its investment manager | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Senior Vice President |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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ING Investment Trust Co. Plan for Employee Benefit Investment Funds -Senior Loan Fund | ||
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as a Lender | ||
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By: ING Investment Trust Co. as its trustee | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Senior Vice President |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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ING Prime Rate Trust | ||
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as a Lender | ||
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By: ING Investment Management Co., as it investment manager | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Senior Vice President |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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ING Senior Income Fund | ||
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as a Lender | ||
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By: ING Investment Management Co., as its investment manager | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Senior Vice President |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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ISL Loan Trust | ||
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as a Lender | ||
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By: ING Investment Management Co., as its investment advisor | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Senior Vice President |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Phoenix CLO II, LTD. | ||
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as a Lender | ||
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By: ING Alternative Asset Management LLC, as its investment manager | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Senior Vice President |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Phoenix CLO III, LTD. | ||
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as a Lender | ||
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By: ING Alternative Asset Management LLC, as its investment manager | ||
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By: |
/s/ Xxxxxx Xxxxxx | |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Senior Vice President |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Adirondack Park CLO Ltd. | ||
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as a Lender | ||
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By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
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By: |
/s/ Xxx Xxxxx | |
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Name: |
Xxx Xxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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BLACKSTONE/GSO STRATEGIC CREDIT FUND | ||
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as a Lender | ||
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By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
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By: |
/s/ Xxx Xxxxx | |
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Name: |
Xxx Xxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Blackstone / GSO Senior Floating Rate Term Fund | ||
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as a Lender | ||
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By: GSO / Blackstone Debt Funds Management LLC as Investment Advisor | ||
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By: |
/s/ Xxx Xxxxx | |
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Name: |
Xxx Xxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Callidus Debt Partners CLO Fund VI, Ltd. | ||
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as a Lender | ||
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By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
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By: |
/s/ Xxx Xxxxx | |
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Name: |
Xxx Xxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Central Park CLO, Ltd. | ||
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as a Lender | ||
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By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
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By: |
/s/ Xxx Xxxxx | |
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Name: |
Xxx Xxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
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Xxxx Force 4 CLO, Ltd. | ||
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as a Lender | ||
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By: GSO / Blackstone Debt Funds Management LLC as Collateral Servicer | ||
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By: |
/s/ Xxx Xxxxx | |
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Name: |
Xxx Xxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
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Gramercy Park CLO Ltd. | ||
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as a Lender | ||
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By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
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By: |
/s/ Xxx Xxxxx | |
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Name: |
Xxx Xxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
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Inwood Park CDO LTD. | ||
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as a Lender | ||
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|
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By: Blackstone Debt Advisors LP | ||
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By: |
/s/ Xxx Xxxxx | |
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Name: |
Xxx Xxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
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Maps CLO Fund II, Ltd. | ||
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as a Lender | ||
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By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
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By: |
/s/ Xxx Xxxxx | |
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Name: |
Xxx Xxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
Marine Park CLO Ltd. | ||
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as a Lender | ||
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|
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By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
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By: |
/s/ Xxx Xxxxx | |
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Name: |
Xxx Xxxxx |
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|
Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
Prospect Park CDO Ltd. | ||
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as a Lender | ||
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| ||
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| ||
|
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By: Blackstone Debt Advisors L.P. | ||
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| ||
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|
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By: |
/s/ Xxx Xxxxx | |
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|
Name: |
Xxx Xxxxx |
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|
|
Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
Riverside Park CLO Ltd. | ||
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as a Lender | ||
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| ||
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| ||
|
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By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
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By: |
/s/ Xxx Xxxxx | |
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Name: |
Xxx Xxxxx |
|
|
|
Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
SPDR Blackstone/GSO Senior Loan ETF | ||
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as a Lender | ||
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| ||
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By: GSO/Blackstone Debt Funds Management LLC as Sub-Adviser | ||
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By: |
/s/ Xxx Xxxxx | |
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Name: |
Xxx Xxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Sheridan Square CLO, Ltd. | ||
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as a Lender | ||
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| ||
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By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
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By: |
/s/ Xxx Xxxxx | |
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Name: |
Xxx Xxxxx |
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Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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[1ST Source Bank], | ||
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as a Lender | ||
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By: |
| |
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Name: |
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Title: |
V.P. |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Global Leveraged Capital Credit Opportunity Fund I | ||
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By, Global Leveraged Capital Management, LLC, | ||
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as a Lender | ||
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By: |
/s/ Xxxxxxxxx Xxxxxxxx | |
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Name: |
Xxxxxxxxx Xxxxxxxx |
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Title: |
Principal |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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EMPORIA PREFERRED FUNDING II, LTD., | ||
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as a Lender | ||
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By: Xxx Xxxx Asset Management, L.P., as Collateral Manager | ||
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By: |
/s/ Xxxxx X. Xxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxx |
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Title: |
Duly Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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EMPORIA PREFERRED FUNDING III, LTD., | ||
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as a Lender | ||
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By: Xxx Xxxx Asset Management, L.P., as Collateral Manager | ||
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By: |
/s/ Xxxxx X. Xxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxx |
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Title: |
Duly Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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XXX XXXX MIDDLE MARKET CREDIT FUND III, LTD., | ||
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as a Lender | ||
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By: Xxx Xxxx Asset Management, L.P., as Asset Manager | ||
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By: |
/s/ Xxxxx X. Xxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxx |
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Title: |
Duly Authorized Signatory |
AMENDMENT No. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
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XXX XXXX MIDDLE MARKET CREDIT FUND IV, LTD., | ||
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as a Lender | ||
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By: Xxx Xxxx Asset Management. L.P., as Portfolio Manager | ||
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By: |
/s/ Xxxxx X. Xxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxx |
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Title: |
Duly Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
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XXX XXXX MIDDLE MARKET CREDIT FUND V, LTD., | ||
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as a Lender | ||
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By: Xxx Xxxx Asset Management, L.P., as Portfolio Manager | ||
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By: |
/s/ Xxxxx X. Xxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxx |
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Title: |
Duly Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
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XXX XXXX MIDDLE MARKET CREDIT FUND VII, LTD., | ||
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as a Lender | ||
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By: Xxx Xxxx Asset Management, L.P., as Asset Manager | ||
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By: |
/s/ Xxxxx X. Xxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxx |
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Title: |
Duly Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
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JMP Credit Advisors CLO I LTD, | ||
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as a Lender | ||
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By: |
/s/ Xxxxxx X. Xxxxx | |
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Name: |
Xxxxxx X. Xxxxx |
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Title: |
Managing Director |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
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Fraser Xxxxxxxx CLO VII Ltd. | ||
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as a Lender | ||
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By: 3i Debt Management US, LLC as Manager | ||
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By: |
/s/ Xxxxx Xxxxxx | |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Partner |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
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Jamestown CLO I Ltd. | ||
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as a Lender | ||
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| ||
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By: 3i Debt Management US, LLC as Manager | ||
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By: |
/s/ Xxxxx Xxxxxx | |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Partner |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
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Jamestown CLO III Ltd. | ||
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as a Lender | ||
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| ||
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| ||
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By: 3i Debt Management U.S. LLC, as Portfolio Manager | ||
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By: |
/s/ Xxxxx Xxxxxx | |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Partner |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
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X. X. Xxxxxx Whitefriars Inc. | ||
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as a Lender | ||
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| ||
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| |
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By: |
/s/ Xxxxxxxx X. Xxxxxx | |
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|
Name: |
Xxxxxxxx X. Xxxxxx |
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|
Title: |
Attorney - in - Fact |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
Xxxxxx Square CLO 2013-1, Ltd, | ||
|
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as a Lender | ||
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| ||
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| ||
|
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By: |
/s/ Xxxx Xxxxxx | |
|
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|
Name: |
Xxxx Xxxxxx |
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|
Title: |
Principal |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
Xxxxxx Square CLO 2013-2, Ltd, | ||
|
|
as a Lender | ||
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| ||
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| ||
|
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By: |
/s/ Xxxx Xxxxxx | |
|
|
|
Name: |
Xxxx Xxxxxx |
|
|
|
Title: |
Principal |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
Birchwood Park CLO, Ltd. | ||
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|
as a Lender | ||
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| ||
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| ||
|
|
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
|
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| ||
|
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| ||
|
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By: |
/s/ Xxx Xxxxx | |
|
|
|
Name: |
Xxx Xxxxx |
|
|
|
Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
Keuka Park CLO, Ltd. | ||
|
|
as a Lender | ||
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| ||
|
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| ||
|
|
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
|
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| |
|
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| |
|
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By: |
/s/ Xxx Xxxxx | |
|
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|
Name: |
Xxx Xxxxx |
|
|
|
Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
Pinnacle Park CLO, Ltd | ||
|
|
as a Lender | ||
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| ||
|
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| ||
|
|
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
|
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| ||
|
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| ||
|
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By: |
/s/ Xxx Xxxxx | |
|
|
|
Name: |
Xxx Xxxxx |
|
|
|
Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
Xxxx Grove CLO, Ltd. | ||
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| ||
|
|
By: Tall Tree Investment Management, LLC as Collateral Manager | ||
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[ | ||
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as | ||
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| ||
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| ||
|
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By: |
/s/ Xxxxxxx X. Xxxxxxxx Xx. | |
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|
Name: |
Xxxxxxx X. Xxxxxxxx Xx. |
|
|
|
Title: |
Officer |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
RBS CITIZENS, N.A. | ||
|
|
as a Lender | ||
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| ||
|
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| ||
|
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By: |
/s/ Xxxxxxx Xxxxxxx | |
|
|
|
Name: |
Xxxxxxx Xxxxxxx |
|
|
|
Title: |
Director |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
TELOS CLO 2006-1, Ltd. | ||
|
|
as a Lender | ||
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| ||
|
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| ||
|
|
By: Telos Asset Management, LLC | ||
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| ||
|
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| ||
|
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By: |
/s/ Xxxxxxxx Xxxxxx | |
|
|
|
Name: |
Xxxxxxxx Xxxxxx |
|
|
|
Title: |
Director |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
TELOS CLO 2007-2, Ltd. | ||
|
|
as a Leader | ||
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| ||
|
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| ||
|
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By: |
Telos Asset Management, LLC | |
|
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| |
|
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| |
|
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By: |
/s/ Xxxxxxxx Xxxxxx | |
|
|
|
Name: |
Xxxxxxxx Xxxxxx |
|
|
|
Title: |
Director |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
Seneca Park CLO, Ltd. | ||
|
|
as a Lender | ||
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|
| ||
|
|
| ||
|
|
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
|
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|
| |
|
|
|
| |
|
|
By: |
/s/ Xxx Xxxxx | |
|
|
|
Name: |
Xxx Xxxxx |
|
|
|
Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
The Metropolitan Life Insurance Company, | ||
|
|
as a Lender | ||
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|
|
| |
|
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|
| |
|
|
By: |
/s/ Xxxxxxx X. Xxxxxxxx | |
|
|
|
Name: |
Xxxxxxx X. Xxxxxxxx |
|
|
|
Title: |
Managing Director |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
MetLife Insurance Company of Connecticut, | ||
|
|
as a Lender | ||
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|
| |
|
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|
| |
|
|
By: |
/s/ Xxxxxxx X. Xxxxxxxx | |
|
|
|
Name: |
Xxxxxxx X. Xxxxxxxx |
|
|
|
Title: |
Managing Director |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
Sumitomo Mitsui Banking Corporation, | ||
|
|
as a Lender | ||
|
|
|
| |
|
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|
| |
|
|
By: |
/s/ Xxxxx X. Xxx | |
|
|
|
Name: |
Xxxxx X. Xxx |
|
|
|
Title: |
Managing Director |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
Venture VI CDO Limited | ||
|
|
as a Lender | ||
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| ||
|
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| ||
|
|
By: its investment advisor, MJX Asset Management, LLC | ||
|
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| |
|
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|
| |
|
|
By: |
/s/ Xxxxxxx Xxxxxxx | |
|
|
|
Name: |
Xxxxxxx Xxxxxxx |
|
|
|
Title: |
Managing Director |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
Venture VII CDO Limited | ||
|
|
as a Lender | ||
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| ||
|
|
| ||
|
|
By: its investment advisor, MJX Asset Management, LLC | ||
|
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|
| |
|
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| |
|
|
By: |
/s/ Xxxxxxx Xxxxxxx | |
|
|
|
Name: |
Xxxxxxx Xxxxxxx |
|
|
|
Title: |
Managing Director |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
Venture IX CDO, Limited | ||
|
|
as a Lender | ||
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| ||
|
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| ||
|
|
By: its investment advisor, MJX Asset Management LLC | ||
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| |
|
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| |
|
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By: |
/s/ Xxxxxxx Xxxxxxx | |
|
|
|
Name: |
Xxxxxxx Xxxxxxx |
|
|
|
Title: |
Managing Director |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
Venture VIII CDO, Limited | ||
|
|
as a Lender | ||
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| ||
|
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| ||
|
|
By: its investment advisor, MJX Asset Management, LLC | ||
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| |
|
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| |
|
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By: |
/s/ Xxxxxxx Xxxxxxx | |
|
|
|
Name: |
Xxxxxxx Xxxxxxx |
|
|
|
Title: |
Managing Director |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
VENTURE XV CLO, Limited | ||
|
|
as a Lender | ||
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| ||
|
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| ||
|
|
By: its investment advisor MJX Asset Management LLC | ||
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|
| |
|
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|
| |
|
|
By: |
/s/ Xxxxxxx Xxxxxxx | |
|
|
|
Name: |
Xxxxxxx Xxxxxxx |
|
|
|
Title: |
Portfolio Manager |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
Pacific Western Bank, successor by merger to CapitalSource Bank, | ||
|
|
as a Lender | ||
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| ||
|
|
| ||
|
|
By: |
/s/ Xxxxxx Xxx | |
|
|
|
Name: |
Xxxxxx Xxx |
|
|
|
Title: |
Authorized Signatory |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
XXXXXXX XXXXX BANK, N.A, | ||
|
|
as a Lender | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Xxxxxxxxx X. Xxxx | |
|
|
|
Name: |
Xxxxxxxxx X. Xxxx |
|
|
|
Title: |
Senior Vice President |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
ACE American Insurance Company | ||
|
|
as a Lender | ||
|
|
| ||
|
|
| ||
|
|
By: X. Xxxx Price Associates, Inc. as investment advisor | ||
|
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|
| |
|
|
|
| |
|
|
By: |
/s/ Xxxxx Xxxxx | |
|
|
|
Name: |
Xxxxx Xxxxx |
|
|
|
Title: |
Vice President |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
X. Xxxx Price Floating Rate Fund, Inc. | ||
|
|
as a Lender | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Xxxxx Xxxxx | |
|
|
|
Name: |
Xxxxx Xxxxx |
|
|
|
Title: |
Vice President |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
X. Xxxx Price Floating Rate Multi-Sector Account Portfolio | ||
|
|
as a Lender | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Xxxxx Xxxxx | |
|
|
|
Name: |
Xxxxx Xxxxx |
|
|
|
Title: |
Vice President |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
X. Xxxx Price Institutional Floating Rate Fund | ||
|
|
as a Lender | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Xxxxx Xxxxx | |
|
|
|
Name: |
Xxxxx Xxxxx |
|
|
|
Title: |
Vice President |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
UBS AG, STAMFORD BRANCH, | ||
|
|
as a Lender | ||
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Xxxx Xxxxx | |
|
|
|
Name: |
Xxxx Xxxxx |
|
|
|
Title: |
Director |
|
|
| ||
|
|
| ||
|
|
By: |
/s/ Xxxxxxxx Xxxxxxxx | |
|
|
|
Name: |
Xxxxxxxx Xxxxxxxx |
|
|
|
Title: |
Associate Director |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date.
|
|
ASF1 Loan Funding LLC | ||
|
|
| ||
|
|
as a Lender | ||
|
|
| ||
|
|
| ||
|
|
By: Citibank, N.A., | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Xxxxx Pool | |
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Name: |
Xxxxx Pool |
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Associate Director |
AMENDMENT NO. 4 — PRESS XXXXX
IN WITNESS WHEREOF, the undersigned Fronting Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the Amendment No. 4 Effective Date and hereby irrevocably and unconditionally agrees to provide the Term Loan Increase in the amount of $35,000,000 on the Amendment No. 4 Effective Date.
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BARCLAYS BANK PLC | ||
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as Fronting Lender | ||
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By: |
/s/ Xxxxxxx X. Xxxxxxxxxx | |
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Name: |
Xxxxxxx X. Xxxxxxxxxx |
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Title: |
Vice President |
AMENDMENT NO. 4 — PRESS XXXXX
CONSENT OF SUBSIDIARY GRANTORS
By its signature below, each of the undersigned Guarantors and Grantors hereby consents to the foregoing Amendment No. 4 and confirms and reaffirms its guarantee of the Obligations and its grant of a security interest in its assets to secure the Obligations, in each case, pursuant to the Guarantee and Collateral Agreement, and each of the undersigned Guarantors and Grantors further acknowledges and agrees to be bound by the terms of Section 6 of the foregoing Amendment No. 4.
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PRESS XXXXX ASSOCIATES, INC. | |
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By: |
/s/ Xxx Xxxxxxxxxx |
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Name: |
Xxx Xxxxxxxxxx |
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Title: |
President & Coo |
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PATIENTIMPACT LLC | |
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By: |
/s/ Xxx Xxxxxxxxxx |
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Name: |
Xxx Xxxxxxxxxx |
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Title: |
Vice President & Secretary |
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DATA ADVANTAGE, LLC | |
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By: |
/s/ Xxx Xxxxxxxxxx |
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Name: |
Xxx Xxxxxxxxxx |
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Title: |
Vice President & Secretary |
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CENTER FOR PERFORMANCE SCIENCES, INC. | |
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By: |
/s/ Xxxxx Xxxxxxxx |
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Name: |
Xxxxx Xxxxxxxx |
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Title: |
Secretary |
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XXXXXXXX ASSOCIATES, INC. | |
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By: |
/s/ Xxx Xxxxxxxxxx |
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Name: |
Xxx Xxxxxxxxxx |
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Title: |
President |
AMENDMENT NO. 4 — PRESS XXXXX
EXHIBIT A
FORM OF SOLVENCY CERTIFICATE
Pursuant to Section 5(f) of Amendment No. 4 dated as of May 9, 2014 (the “Amendment”), to the First Lien Credit Agreement, dated as of April 20, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”), among PG Holdco, LLC, a Delaware limited liability company (“Holdings”), PGA Holdings, Inc., a Delaware corporation, the Subsidiary Guarantors, each lender from time to time party thereto, Barclays Bank PLC, as Administrative Agent, and the other Agents named therein, the undersigned hereby certifies that he is the duly elected and acting Treasurer and Chief Financial Officer of Holdings, and that as such he is authorized to execute and deliver, solely in his capacity as Treasurer and Chief Financial Officer of Holdings and not in his personal capacity, this Solvency Certificate on behalf of the Holdings. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
Holdings further certifies that on the Amendment No. 4 Effective Date, after giving effect to the initial extensions of credit to be made on the Amendment No. 4 Effective Date and the consummation of the transactions contemplated by the Amendment, the Loan Parties, on a consolidated basis, are Solvent.
IN WITNESS WHEREOF, the undersigned has caused this Solvency Certificate to be executed as of this day of [ ], 2014.
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PG HOLDCO, LLC | |
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By: |
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Name: |
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Title: |
Treasurer and Chief Financial Officer |
EXHIBIT B
[FORM OF CLOSING CERTIFICATE]
CLOSING CERTIFICATE
Pursuant to Section 5(g) of Amendment No. 4 dated as of May 9, 2014 (the “Amendment”), to the First Lien Credit Agreement, dated as of April 20, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”), among PG Holdco, LLC, a Delaware limited liability company (“Holdings”), PGA Holdings, Inc., a Delaware corporation, the Subsidiary Guarantors, each lender from time to time party thereto, Barclays Bank PLC, as Administrative Agent, and the other Agents named therein (capitalized terms used but not defined herein having the meanings provided in the Credit Agreement), the undersigned, [Insert name of officer], [Insert title of officer] of [Insert name of company] (the “Company”), hereby certifies on behalf of the Company as follows:
1. [ ] is the duly elected and qualified Secretary of the Company and the signature set forth for such officer below is such officer’s true and genuine signature.
2. The representations and warranties in or pursuant to the Loan Documents are true and correct in all material respects, in each case on and as of the date hereof as though made on and as of the date hereof, except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects).
3. No Default or Event of Default has occurred and is continuing as of the date hereof after giving effect to the extensions of credit to be made on the date hereof.
The undersigned Secretary of the Company hereby certifies as follows:
1. Attached hereto as Annex 1 is a true and complete copy of a certificate of good standing or the equivalent from the Company’s jurisdiction of organization dated as of a recent date prior to the date hereof.
2. Attached hereto as Annex 2 is a true and complete copy of resolutions/unanimous written consent duly adopted by the Board of Directors of the Company (or similar governing body) approving the Amendment and the Term Loan Increase, such resolutions have not in any way been amended, modified, revoked or rescinded, have been in full force and effect since their adoption to and including the date hereof and
are now in full force and effect and are the only corporate (or similar) proceedings of the Company now in force relating to or affecting the matters referred to therein.
3. Attached hereto as Annex 3 is a true and complete copy of the [operating agreement] [bylaws] of the Company as in effect on the date hereof.
4. Attached hereto as Annex 4 is a true and complete copy of the [certificate of formation][certificate of incorporation][articles of incorporation] of the Company certified by the Secretary of State (or similar authority) of the jurisdiction of organization as in effect on the date hereof, and such [ ] has not been amended, repealed, modified or restated.
5. The persons listed on Schedule I hereto are now duly elected and qualified officers of the Company holding the offices indicated next to their respective names on Schedule I hereto, and the signatures appearing opposite their respective names on Schedule I hereto are the true and genuine signatures of such officers, and each of such officers is duly authorized to execute and deliver on behalf of the Company each of the Loan Documents to which it is a party and any certificate or other document to be delivered by the Company pursuant to the Loan Documents to which it is a party.
6. Xxxxxxx Xxxxxxx & Xxxxxxxx LLP may rely on this certificate in rendering its opinion.
IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the date set forth below.
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Name: |
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Title: |
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Name: |
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Title: Secretary |
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Date: [ ], 2014 |
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Schedule 1
to Closing Certificate
Incumbency of [Insert company name]
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OFFICE |
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SIGNATURE |
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Annex 1
to Closing Certificate
[Certificate of Good Standing]
Annex 2
to Closing Certificate
[Unanimous Written Consent/Board Resolutions]
Annex 3
to Closing Certificate
[Bylaws] [Operating Agreement]
Annex 4
to Closing Certificate
[Certificate of Formation] [Certificate of Incorporation] [Articles of Incorporation]
