FIRST AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.2
EXECUTION VERSION
FIRST AMENDMENT TO
FIRST AMENDMENT, dated as of January 7, 2010 (this “Amendment”), to the CREDIT AGREEMENT, dated as of November 30, 2009 (as the same may be further amended, supplemented, extended or restated, or otherwise modified from time to time, the “Credit Agreement”), among SEMGROUP CORPORATION (“Parent”), a corporation organized under the Laws of Delaware, SEMCRUDE, L.P. (“SemCrude”), a limited partnership organized under the Laws of Delaware, SEMSTREAM, L.P. (“SemStream”), a limited partnership organized under the Laws of Delaware, SEMCAMS ULC (“SemCAMS”), an unlimited company organized under the Laws of Nova Scotia, SEMCANADA CRUDE COMPANY (“SemCanada Company”), an unlimited company organized under the Laws of Nova Scotia, SEMGAS, L.P. (“SemGas” and, together with Parent, SemCrude, SemStream, SemCAMS and SemCanada Company, the “Borrowers”, and each a “Borrower”), a limited partnership organized under the Laws of Oklahoma, the several banks and other financial institutions or entities from time to time parties thereto as revolving lenders or as credit-linked lenders, BNP PARIBAS, a bank organized under the Laws of the Republic of France, as administrative agent (together with any successor Administrative Agent, in such capacity the “Administrative Agent”) and as collateral agent, BNP Paribas Securities Corp., Banc of America Securities LLC and Calyon New York Branch as joint lead arrangers, Bank of America, N.A. as syndication agent and Calyon New York Branch as documentation agent.
RECITALS
WHEREAS, the Borrowers have requested that the Lenders amend the Credit Agreement to extend the timeframe for delivery of a permanent risk management policy and to make certain other amendments as set forth herein; and
WHEREAS, the Lenders have agreed to amend the Credit Agreement solely upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise noted herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
2. Section 1.1 of the Credit Agreement is hereby amended as follows:
(a) the definition of “Approved Capex Rollover Amount” is amended and restated as follows:
“Approved Capex Rollover Amount”: with respect to any Loan Party for any Fiscal Year, 50% (or such higher percentage as may be agreed to by each member of the Instructing Group) of the Approved Capex Capacity for such Loan Party as of the last day of the immediately preceding Fiscal Year, which “Approved Capex Rollover Amount” shall, subject to clause (iv)(B) of the definition of “Approved Capex”, be used solely for specific purposes approved in advance by each member of the Instructing Group.
(b) the definition of “Cash Management Bank” is amended by adding the words “and Bank of Montreal.” immediately after the words “Bank of America, N.A.” in clause (b) thereof;
(c) the definition of “Long Tenor Letters of Credit” is amended by deleting the words “Trade Letters of Credit,” immediately after the word “any” in clause (a) thereof;
(d) the definition of “Marked-to-Market Report” is hereby amended and restated as follows:
“Marked-to-Market Report”: a comprehensive marked-to-market report of the Loan Parties’ Eligible Commodities purchase and sale positions identified in the related Position Report in form and substance reasonably similar to Exhibit S. Such report shall include all positions for all current and future time periods and cover all instruments that create either an obligation to purchase or sell Eligible Commodities or that generate price exposure and shall include unrealized marked-to-market margin for the position considered. The positions shall include, but not be limited to, positions under Physical Commodity Contracts for spot purchase and sale of Eligible Commodities, Forward Contracts, exchanges, Commodity OTC Agreements, Futures Contracts and Transportation and Storage Contracts; provided that the Borrowers’ Agent has until (a) on or before the 60th day following the Closing Date to include Transportation and Storage Contracts on an unmatched basis and separately identified in the Marked-to-Market Report and (b) on or before the 90th day following the Closing Date to include Transportation and Storage Contracts matched against offsetting xxxxxx in the calculation of the Positions and Net Basis Limits. For the avoidance of doubt, line fill or tank bottom volumes in transportation or storage facilities owned by any Borrower shall not be included in any Marked-to-Market Report.
(e) the definition of “Trade Letter of Credit” is amended and restated as follows:
“Trade Letter of Credit”: a commercial or standby Letter of Credit with a maximum tenor of no more than ninety (90) days supporting the purchase of Eligible Commodities within sixty (60) days following the date of issuance or the latest extension of such Letter of Credit that will give rise to Eligible Inventory and/or an Eligible Account Receivable.
3. Section 7.10(b) of the Credit Agreement is amended and restated as follows:
(b) On or before January 15, 2010, deliver to the Administrative Agent for delivery to the Lenders a proposed permanent written credit and risk management policy and practices that will (upon approval thereof, including the position limits and other limits set forth therein, by the Agents and Supermajority Lenders) replace the Trading Protocol (as may be modified from time to time in accordance with Section 8.16, the “Comprehensive Risk Management Policy”).
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4. Section 8.1(f) of the Credit Agreement is amended and restated as follows:
Minimum Cumulative EBITDA. Permit as of the last day of each month specified below, the Consolidated EBITDA for the Applicable Measurement Period ended on the last day of such month to be less than the amount specified below for such month:
| Month |
Minimum Cumulative EBITDA | ||
| December 2009 |
$ | 2,000,000 | |
| January 2010 |
$ | 9,000,000 | |
| February 2010 |
$ | 16,500,000 | |
| March 2010 |
$ | 20,500,000 | |
| April 2010 |
$ | 27,500,000 | |
| May 2010 |
$ | 34,500,000 | |
| June 2010 |
$ | 40,500,000 | |
5. Conditions to Effectiveness. This Amendment shall become effective upon the date (the “Amendment Effective Date”) on which the Administrative Agent shall have received:
(a) This Amendment executed and delivered by a duly authorized officer of each Borrower and the Administrative Agent.
(b) An Acknowledgement and Consent, substantially in the form of Exhibit A (the “Acknowledgement and Consent”), duly executed and delivered by each Loan Party.
(c) A Lender Consent Letter, substantially in the form of Exhibit B (a “Lender Consent Letter”), duly executed and delivered by the Required Lenders.
6. Representations and Warranties. Each Borrower hereby represents and warrants to the Administrative Agent and each Lender that as of the Amendment Effective Date (before and after giving effect to this Amendment):
(a) Each Loan Party has the requisite power and authority to make, deliver and perform this Amendment and the Acknowledgement and Consent (collectively, the “Amendment Documents”) to which it is a party.
(b) Each Loan Party has taken all necessary corporate or other action to authorize the execution, delivery and performance of the Amendment Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Amendment Documents, or the execution, delivery, performance, validity or enforceability of this Amendment or the other Amendment Documents, except (i) consents, authorizations, filings and notices which have been obtained or made and are in full force and effect and (ii) the filings contemplated by Section 5.4 of the Credit Agreement. Each Amendment Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. Each Amendment Document and the Credit Agreement, as amended hereby (the “Amended Credit Agreement”) constitutes a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
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(c) The execution, delivery and performance of the Amendment Documents will not violate any Requirement of Law or any Contractual Obligation of any Borrower or any of their respective Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents).
(d) Each of the representations and warranties made by any Loan Party herein or in or pursuant to the Loan Documents is true and correct in all material respects on and as of the Amendment Effective Date as if made on and as of such date (except that any representation or warranty which by its terms is made as of an earlier date shall be true and correct in all material respects as of such earlier date).
(e) The Borrowers and the other Loan Parties have performed in all material respects all agreements and satisfied all conditions which this Amendment and the other Loan Documents provide shall be performed or satisfied by the Borrowers or the other Loan Parties on or before the Amendment Effective Date.
(f) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing, or will result from the consummation of the transactions contemplated by this Amendment.
7. Payment of Expenses. In connection herewith, the Borrowers agree to pay or reimburse the Administrative Agent in accordance with Section 11.7(b) of the Credit Agreement.
8. Limited Effect. Except as expressly provided hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect. The amendments contained herein shall not be construed as a waiver or amendment of any other provision of the Credit Agreement or the other Loan Documents or for any purpose except as expressly set forth herein or a consent to any further or future action on the part of the Borrowers that would require the waiver or consent of the Administrative Agent or any of the Lenders.
9. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
10. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. A set of the copies of this Amendment and the Lender Consent Letters signed by all the parties shall be lodged with the Administrative Agent. Delivery of an executed signature page of this Amendment or of a Lender Consent Letter by facsimile transmission or electronic transmission (in pdf format) shall be effective as delivery of a manually executed counterpart hereof.
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11. Binding Effect. The execution and delivery of this Amendment by each party hereto shall be binding upon each of such party’s successors and assigns. The execution and delivery of the Lender Consent Letter by any Lender shall be binding upon each of its successors and assigns (including assignees of its Loans in whole or in part prior to effectiveness hereof).
12. Headings, etc. Section or other headings contained in this Amendment are for reference purposes only and shall not in any way affect the meaning or interpretation of this Amendment.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
| SEMGROUP CORPORATION, as Borrowers’ Agent and a Borrower | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Senior Vice President, Chief Financial Officer and Secretary | ||
| SEMCRUDE, L.P., as a Borrower | ||
| By: | SemOperating G.P., L.L.C., its General Partner | |
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
| SEMSTREAM, L.P., as a Borrower | ||
| By: | SemOperating G.P., L.L.C., its General Partner | |
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
| SEMCAMS ULC, as a Borrower | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
Signature Page to Amendment
| SEMCANADA CRUDE COMPANY, as a Borrower | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
| SEMGAS, L.P., as a Borrower | ||
| By: | SemOperating G.P., L.L.C., its General Partner | |
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
Signature Page to Amendment
| AGENT: | ||
| BNP PARIBAS, as Administrative Agent | ||
| By: | /s/ X-X Xxxxxxx | |
| Name: X-X Xxxxxxx | ||
| Title: Managing Director | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | ||
| Title: Vice President | ||
Signature Page to Amendment
Exhibit A
to First Amendment
ACKNOWLEDGMENT AND CONSENT
Reference is made to the FIRST AMENDMENT, dated as of January 7, 2010 (the “Amendment”), to the CREDIT AGREEMENT, dated as of November 30, 2009 (as the same may be further amended, supplemented, extended or restated, or otherwise modified from time to time, the “Credit Agreement”), among SEMGROUP CORPORATION (“Parent”), a corporation organized under the Laws of Delaware, SEMCRUDE, L.P. (“SemCrude”), a limited partnership organized under the Laws of Delaware, SEMSTREAM, L.P. (“SemStream”), a limited partnership organized under the Laws of Delaware, SEMCAMS ULC (“SemCAMS”), an unlimited company organized under the Laws of Nova Scotia, SEMCANADA CRUDE COMPANY (“SemCanada Company”), an unlimited company organized under the Laws of Nova Scotia, SEMGAS, L.P. (“SemGas” and, together with Parent, SemCrude, SemStream, SemCAMS and SemCanada Company, the “Borrowers”, and each a “Borrower”), a limited partnership organized under the Laws of Oklahoma, the several banks and other financial institutions or entities from time to time parties thereto as revolving lenders or as credit-linked lenders, BNP Paribas, a bank organized under the Laws of the Republic of France, as administrative agent (together with any successor Administrative Agent, in such capacity the “Administrative Agent”) and as collateral agent, BNP Paribas Securities Corp., Banc of America Securities LLC and Calyon New York Branch as joint lead arrangers, Bank of America, N.A. as syndication agent and Calyon New York Branch as documentation agent.
Each of the undersigned parties to the New York Security Agreement, the New York Pledge Agreement, the U.S. Mortgage and Security Agreements, the Trademark Security Agreement, the Guarantee, the Canadian Security Agreement, the Canadian Pledge Agreement, the Canadian Debenture, and the other Loan Documents, as applicable, hereby (a) consents to the transactions contemplated by the Amendment and (b) acknowledges and agrees that the guarantees and grants of security interests made by such party contained in the Loan Documents are, and shall remain, in full force and effect after giving effect to the Amendment.
[SIGNATURES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgement and Consent to be duly executed and delivered by their respective proper and duly authorized officers as of the date first written above.
| SEMGROUP CORPORATION, CHEMICAL PETROLEUM EXCHANGE, INCORPORATED | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Senior Vice President, Chief Financial Officer and Secretary | ||
| SEMCRUDE, L.P., SEMSTREAM, L.P., SEMGAS, L.P., SEMCANADA, L.P., SEMCANADA II, L.P., SEMMATERIALS, L.P., EAGLWING, L.P., SEMFUEL, L.P., SEMGREEN, L.P., SEMTRUCKING, L.P. | ||
| By: | SemOperating G.P., L.L.C., as the General Partner of each of the foregoing | |
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
Signature Page to Acknowledgement and Consent
| SEMCAP, L.L.C., SEMGROUP ASIA, L.L.C. | ||
| By: | SemOperating G.P., L.L.C., as the Member of each of the foregoing | |
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
| SEMMANAGEMENT, L.L.C., SEMOPERATING G.P., L.L.C., SEMGROUP EUROPE HOLDING, L.L.C. | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
| SEMGROUP SUBSIDIARY HOLDING, L.L.C., SEMDEVELOPMENT, L.L.C. | ||
| By: | SemGroup Corporation, as the Member of each of the foregoing | |
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Senior Vice President, Chief Financial Officer and Secretary | ||
Signature Page to Acknowledgement and Consent
| SEMFUEL TRANSPORT LLC, SEMPRODUCTS, L.L.C. | ||
| By: | SemFuel, L.P., its Member | |
| By: | SemOperating G.P., L.L.C., its General Partner | |
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
| SEMGAS GATHERING, L.L.C., GREYHAWK GAS STORAGE COMPANY, L.L.C., | ||
| By: | SemGas, L.P., its Member | |
| By: | SemOperating G.P., L.L.C., its General Partner | |
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
| SEMGAS STORAGE, L.L.C. | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
Signature Page to Acknowledgement and Consent
| STEUBEN DEVELOPMENT COMPANY, LLC | ||
| By: | Greyhawk Gas Storage Company, L.L.C., its Member | |
| By: | SemGas, L.P., its Member | |
| By: | SemOperating G.P., L.L.C., its General Partner | |
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
| SEMBIO, L.L.C. | ||
| By: | SemGreen, L.P., its Member | |
| By: | SemOperating G.P., L.L.C., its General Partner | |
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
| SEMKAN, L.L.C. | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
Signature Page to Acknowledgement and Consent
| XXXXXXX PIPELINE, L.L.C. | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
| SEMMATERIALS VIETNAM, L.L.C. | ||
| By: | SemMaterials, L.P., its Member | |
| By: | SemOperating G.P., L.L.C., its General Partner | |
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
| K.C. ASPHALT, L.L.C. | ||
| By: | SemMaterials, L.P., its Manager | |
| By: | SemOperating G.P., L.L.C., its General Partner | |
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
| NEW CENTURY TRANSPORTATION LLC | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
Signature Page to Acknowledgement and Consent
| SEMCAMS ULC | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
| SEMCAMS REDWILLOW ULC | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
| SEMCANADA CRUDE COMPANY | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxxx | ||
| Title: Chief Financial Officer and Secretary | ||
Signature Page to Acknowledgement and Consent
Exhibit B
to First Amendment
LENDER CONSENT LETTER
SEMGROUP
CREDIT AGREEMENT
DATED AS OF NOVEMBER 30, 2009
| To: | BNP Paribas, |
| as Administrative Agent |
| 000 Xxxxxxx Xxxxxx, 0xx Xxxxx |
| Xxx Xxxx, XX 00000 |
| Attn: Xxxx-Xxxxxxxxx Xxxxxxx |
| Phone: 000-000-0000 |
| Fax: 000-000-0000 |
Ladies and Gentlemen:
Reference is made to the CREDIT AGREEMENT, dated as of November 30, 2009 (as the same may be amended, supplemented, extended or restated, or otherwise modified from time to time, the “Credit Agreement”), among SEMGROUP CORPORATION (“Parent”), a corporation organized under the Laws of Delaware, SEMCRUDE, L.P. (“SemCrude”), a limited partnership organized under the Laws of Delaware, SEMSTREAM, L.P. (“SemStream”), a limited partnership organized under the Laws of Delaware, SEMCAMS ULC (“SemCAMS”), an unlimited company organized under the Laws of Nova Scotia, SEMCANADA CRUDE COMPANY (“SemCanada Company”), an unlimited company organized under the Laws of Nova Scotia, SEMGAS, L.P. (“SemGas” and, together with Parent, SemCrude, SemStream, SemCAMS and SemCanada Company, the “Borrowers”, and each a “Borrower”), a limited partnership organized under the Laws of Oklahoma, the several banks and other financial institutions or entities from time to time parties thereto as revolving lenders or as credit-linked lenders, BNP PARIBAS, a bank organized under the Laws of the Republic of France, as administrative agent (together with any successor Administrative Agent, in such capacity the “Administrative Agent”) and as collateral agent, BNP Paribas Securities Corp., Banc of America Securities LLC and Calyon New York Branch as joint lead arrangers, Bank of America, N.A. as syndication agent and Calyon New York Branch as documentation agent.
The Borrowers have requested that the Required Lenders consent to amend the provisions of the Credit Agreement solely on the terms described in the First Amendment to Credit Agreement, dated as of January 7, 2010, in the form most recently delivered to the undersigned Lender on or prior to the date hereof (the “Amendment”).
Pursuant to Section 11.2 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the Administrative Agent of the Amendment.
| Very truly yours, | ||
| BNP PARIBAS, as Revolving Lender and Credit Linked Lender | ||
| By: | /s/ X-X Xxxxxxx | |
| Name: X-X Xxxxxxx | ||
| Title: Managing Director | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | ||
| Title: Vice President | ||
| BANK OF AMERICA, N.A., as Revolving Lender | ||
| By: | /s/ Xxxxxxx Honey | |
| Name: Xxxxxxx Honey | ||
| Title: Senior Vice President | ||
| CALYON NEW YORK BRANCH, as Revolving Lender | ||
| By: | /s/ Xxxx X. Xxxxx | |
| Name: Xxxx X. Xxxxx | ||
| Title: Managing Director | ||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxxx | ||
| Title: Vice President | ||
| The Bank of Nova Scotia, as Revolving Lender | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Managing Director | ||
| Bank of Montreal, as Revolving Lender | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx | ||
| Title: Director | ||
Signature Page to Lender Consent Letter to Amendment 1 to Credit Agreement
| Bank of Scotland PLC, as Revolving Lender | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Vice President | ||
| RZB Finance LLC, as Revolving Lender | ||
| By: | /s/ Xxx Xxxx | |
| Name: Xxx Xxxx | ||
| Title: Vice President | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: First Vice President | ||
| NATIXIS, NEW YORK BRANCH, as Revolving Lender | ||
| By: | /s/ Xxxxxxxx Xxxxx | |
| Name: Xxxxxxxx Xxxxx | ||
| Title: Director | ||
| By: | /s/ illegible | |
| Name: illegible | ||
| Title: Managing Director | ||
| GRAND CENTRAL ASSET TRUST, STK SERIES, as Credit-Linked Lender | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Attorney-in-Fact | ||
| CONTINENTAL CASUALTY COMPANY, as Credit-Linked Lender | ||
| By: | /s/ Xxxxxxx X. XxXxx | |
| Name: Xxxxxxx X. XxXxx | ||
| Title: Vice President and Assistant Treasurer | ||
Signature Page to Lender Consent Letter to Amendment 1 to Credit Agreement
| WESTERN ASSET LEVERED LOAN OPPORTUNITY MASTER FUND, LTD, as Credit-Linked Lender | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Authorized Signatory | ||
| XXXX XXXXXXX FUND II FLOATING RATE INCOME FUND, as Credit-Linked Lender | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Authorized Signatory | ||
| XXXX XXXXXXX TRUST FLOATING RATE INCOME TRUST, as Credit-Linked Lender | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Authorized Signatory | ||
| WESTERN ASSET OPPORTUNISTIC US DOLLAR HIGH YIELD SECURITIES PORTFOLIO, LLC, as Credit-Linked Lender | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Authorized Signatory | ||
| WESTERN ASSET FLOATING RATE HIGH INCOME FUND, LLC, as Credit-Linked Lender | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Authorized Signatory | ||
| FS INVESTMENT CORPORATION, as Credit- Linked Lender | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Authorized Signatory | ||
Signature Page to Lender Consent Letter to Amendment 1 to Credit Agreement
| X.X. XXXXXX WHITEFRIARS INC, as Credit- Linked Lender | ||
| By: | /s/ Virgin X. Xxxxxx | |
| Name: Virgin X. Xxxxxx | ||
| Title: Attorney-in-Fact | ||
Signature Page to Lender Consent Letter to Amendment 1 to Credit Agreement
| ACCEPTED AND AGREED: | ||
| BNP PARIBAS, as Administrative Agent | ||
| By: | /s/ X-X Xxxxxxx | |
| Name: X-X Xxxxxxx | ||
| Title: Managing Director | ||
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: Xxxxx Xxxxxxxx | ||
| Title: Vice President | ||
Signature Page to Lender Consent Letter to Amendment 1 to Credit Agreement
