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AMENDMENT NO. 1 and WAIVER dated as of March 10, 2003 (this "Amendment"), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 25, 2002 (the "Credit Agreement"), among STONE CONTAINER CORPORATION, a Delaware corporation ("Stone"), SMURFIT-STONE CONTAINER CANADA INC., a corporation continued under the Companies Act (Nova Scotia) ("SSC Canada" and, together with Stone, the "Borrowers"), the lenders party thereto (the "Lenders"), JPMORGAN CHASE BANK, a New York banking corporation, as agent for the Lenders (an "Agent"), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as agent for the Lenders (an "Agent"), as collateral agent for the Lenders, as administrative agent for the Lenders (the "Administrative Agent"), as swingline lender (the "Swingline Lender") and as Revolving Facility Facing Agent, and DEUTSCHE BANK AG, CANADA BRANCH, an authorized foreign bank permitted to carry on business in Canada and listed in Schedule III of the Bank Act (Canada), as Canadian administrative agent for the Lenders and as Revolving (Canadian) Facility Facing Agent (together with the Revolving Facility Facing Agent, the "Facing Agents").
A. Pursuant to the terms and subject to the conditions contained in the Credit Agreement, the Lenders, the Swingline Lender and the Facing Agents have extended, and have agreed to extend, credit to the Borrowers.
B. The Borrowers have informed the Agents that (i) Stone, SSCC, SSCC LUX I S.A.R.L., SSCC LUX VII S.A.R.L., Smurfit Canada Holdings Limited and Smurfit International B.V. executed an Exchange and Sale Agreement dated February 20, 2003 and (ii) Stone, SSCC, SSCC LUX V S.A.R.L., SSCC LUX III S.A.R.L., Smurfit Investments France S.A. and Smurfit International B.V. executed a Stock Purchase Agreement dated February 20, 2003, pursuant to which the MBI Transaction (including the Europa Carton Sale) shall be effected. Upon the consummation of the MBI Transaction, (x) a Subsidiary shall sell to one or more subsidiaries of JSG (a "JSG Sub") and a JSG Sub shall purchase from a Subsidiary all of the equity interests of a portion of SSC Canada's European Subsidiaries and Stone's European Subsidiaries, (y) a JSG Sub shall sell to a Subsidiary and a Subsidiary shall purchase from a JSG Sub the remaining equity interests of MBI Limited and Smurfit-MBI not already owned by SSC Canada and (z) a JSG Sub shall pay to a Subsidiary gross proceeds of approximately Euro 185,000,000 in cash.
C. In connection with the MBI Transaction, the Borrowers have requested that the Requisite Lenders (as defined in Section 4 below) agree to (i) waive certain provisions of the Credit Agreement to the extent, but only to the extent, necessary to permit the Borrowers to allocate the Net Cash Proceeds of the MBI Transaction (the "MBI
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Proceeds") to the prepayment of Term Loans on the terms set forth herein and (ii) amend certain provisions of the Credit Agreement. The Requisite Lenders are willing so to amend the Credit Agreement and to grant such waiver on the terms and subject to the conditions set forth herein.
D. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendments.
(a) Section 6.10(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
"(b) Cause each wholly owned Domestic Subsidiary that is or becomes a Material Subsidiary and each wholly owned Canadian Subsidiary (in each case, other than any Inactive Subsidiary) to undertake the obligation of, and to become a Guarantor pursuant to, the St. Laurent (U.S.) Subsidiary Guarantee Agreement, the Quebec Subsidiary Guarantee Agreement or the SSC Canada Subsidiary Guarantee Agreement respectively; provided, however, that no (x) Foreign Subsidiary shall be required to guarantee the Obligations of Stone hereunder, (y) each such Subsidiary that owns real or personal property in the State of Maryland shall undertake the obligation of, and become a Guarantor pursuant to, a Maryland Subsidiary Guarantee Agreement, and (z) each such Subsidiary that owns movable or immovable property in the Province of Quebec shall undertake the obligation of, and become a Guarantor pursuant to, the Quebec Subsidiary Guarantee Agreement; provided further, that each Subsidiary that is acquired upon, or formed in connection with, the consummation of the MBI Transaction and that is required to become a Guarantor pursuant to this paragraph (b), shall become a Guarantor as provided above within six months after the consummation of the MBI Transaction."
(b) Section 6.10(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
"(c) From time to time the Borrowers will, at their cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected (or, in the case of the Province of Quebec, published) security interests or hypothecs with respect to such of the assets and properties of Stone and its wholly owned Domestic Subsidiaries and of SSC Canada and the wholly owned Canadian Subsidiaries that are acquired after the Restatement Date, or, in the case of the assets and properties acquired in connection with the MBI Transaction, the Borrowers will secure
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the Obligations as provided above within six months after the consummation of the MBI Transaction, in each case as either Agent or the Required Lenders shall reasonably request; provided, however, that this paragraph (c) and paragraph (d) below shall not apply to (i) any assets or property located at or otherwise used in the operation of any facility or property listed on Schedule 7.02(a)(xiii) or (ii) any category or type of assets or property other than those which presently secure the Obligations (i.e., stock, real property, equipment, fixtures, inventory and related documents and proceeds thereof); and provided further that, except as provided below with respect to After-Acquired Mortgage Property, the Borrowers shall not be required to take any further action pursuant to this paragraph (c) unless and until the aggregate fair market value of such newly acquired assets and property exceeds U.S.$10,000,000. Such security interests and Liens will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form and substance reasonably satisfactory to the Collateral Agent, and the Borrowers shall deliver or cause to be delivered to the Lenders all such instruments and documents (including customary legal opinions, title insurance policies or title opinions and lien searches) as the Collateral Agent shall reasonably request to evidence compliance with this Section 6.10(c). The Borrowers agree to provide such evidence as the Collateral Agent shall reasonably request as to the perfection and priority status of each such security interest and Lien."
SECTION 2. Waiver. The Requisite Lenders hereby waive the provisions of Section 2.13(f) of the Credit Agreement to the extent, but only to the extent, necessary to permit the Borrowers to allocate a greater proportion of, or all of, the mandatory prepayments from the MBI Proceeds to the Tranche C Loans, subject to the provisions of Section 2.17 of the Credit Agreement.
SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of the Borrowers represents and warrants to each other party hereto that, after giving effect to this Amendment, (a) the representations and warranties set forth in Article IV of the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, and (b) no Default or Event of Default has occurred and is continuing.
SECTION 4. Effectiveness. This Amendment shall become effective on the date the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) the Required Lenders, (ii) Tranche B Lenders holding a majority of the aggregate outstanding principal amount of the Tranche B Loans (together with the Required Lenders, the "Requisite Lenders") and (iii) each of the Borrowers.
SECTION 5. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of,
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or otherwise affect the rights and remedies of the Lenders, the Agents, the Administrative Agent, the Collateral Agent, the Facing Agents, the Swingline Lender or the Borrowers 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 Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.
SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
[signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.
STONE CONTAINER CORPORATION, | ||||
by |
Xxxxxxx X. Xxxxx |
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Name: | Xxxxxxx X. Xxxxx | |||
Title: | Assistant Treasurer | |||
SMURFIT-STONE CONTAINER CANADA INC., |
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by |
Xxxxxxx X. Xxxxx |
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Name: | Xxxxxxx X. Xxxxx | |||
Title: | Assistant Treasurer | |||
DEUTSCHE BANK TRUST COMPANY AMERICAS, individually and as an Agent, Administrative Agent, Collateral Agent, Revolving Facility Facing Agent and Swingline Lender, |
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by |
Xxxxx Xxxxxxx |
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Name: | Xxxxx Xxxxxxx | |||
Title: | Director | |||
JPMORGAN CHASE BANK, individually and as an Agent, |
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by |
Xxxxx X. Xxxxxx |
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Name: | Xxxxx X. Xxxxxx | |||
Title: | Vice President |
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AERIES FINANCE-II LTD. |
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By: INVESCO Senior Secured Management, Inc., as Sub-Managing Agent, |
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by |
Xxxxxx Xxxxxxx |
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Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
ADDISON CDO, LIMITED (#1279) |
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By: Pacific Investment Management Company LLC, as its Investment Advisor, |
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by |
Xxxxx X. Xxxxxxxxxx |
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Name: | Xxxxx X. Xxxxxxxxxx | |||
Title: | Executive Vice President | |||
AG CAPITAL FUNDING PARTNERS, L.P. |
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By: Xxxxxx, Xxxxxx & Co., L.P., as Investment Advisor, |
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by |
Xxxx X. Xxxxxx |
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Name: | Xxxx X. Xxxxxx | |||
Title: | Managing Director |
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AIM FLOATING RATE FUND |
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By: INVESCO Senior Secured Management, Inc. as Attorney-in-fact, |
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by |
Xxxxxx Xxxxxxx |
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Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
AIMCO CLO SERIES 2001-A, |
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by |
Xxxxx Xxxxxxx |
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Name: | Xxxxx Xxxxxxx | |||
Title: | Authorized Signatories | |||
by |
Xxxxx X. Xxxxxxx |
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Name: | Xxxxx X. Xxxxxxx | |||
Title: | Authorized Signatories | |||
AIMCO CDO SERIES 2000-A, |
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by |
Xxxxx Xxxxxxx |
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Name: | Xxxxx Xxxxxxx | |||
Title: | Authorized Signatories | |||
by |
Xxxxx X. Xxxxxxx |
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Name: | Xxxxx X. Xxxxxxx | |||
Title: | Authorized Signatories | |||
ALLSTATE LIFE INSURANCE COMPANY, |
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by |
Xxxxx Xxxxxxx |
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Name: | Xxxxx Xxxxxxx | |||
Title: | Authorized Signatories |
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by |
Xxxxx X. Xxxxxxx |
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Name: | Xxxxx X. Xxxxxxx | |||
Title: | Authorized Signatories | |||
ALLSTATE LIFE INSURANCE COMPANY, |
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by |
Xxxxx Xxxxxxx |
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Name: | Xxxxx Xxxxxxx | |||
Title: | Authorized Signatories | |||
by |
Xxxxx X. Xxxxxxx |
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Name: | Xxxxx X. Xxxxxxx | |||
Title: | Authorized Signatories | |||
AMARA-I FINANCE, LTD. |
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By: INVESCO Senior Secured Management, Inc., as Financial Manager, |
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by |
Xxxxxx Xxxxxxx |
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Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
AMARA 2 FINANCE, LTD. |
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By: INVESCO Senior Secured Management, Inc., as Financial Manager, |
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by |
Xxxxxx Xxxxxxx |
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Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory |
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AMMC CDO II, LIMITED |
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By: American Money Management Corp., as Collateral Manager, |
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by |
Xxxxx X. Xxxxx |
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Name: | Xxxxx X. Xxxxx | |||
Title: | Vice President | |||
APEX (TRIMARAN) CDO I, LTD. |
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By: Trimaran Advisors, L.L.C., |
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by |
Xxxxx X. Xxxxxxxx |
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Name: | Xxxxx X. Xxxxxxxx | |||
Title: | Managing Director | |||
APEX (IDM) CDO I, LTD. ELC (CAYMAN) LTD. CDO SERIES 1999-I ELC (CAYMAN) LTD. CDO SERIES 1999-III ELC (CAYMAN) LTD. 2000-I XXXXX CLO LTD. 0000-X XXXXXXXXXXXXX MUTUAL LIFE INSURANCE COMPANY MAPLEWOOD (CAYMAN) LIMITED SUFFIELD CLO, LIMITED, |
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by |
Xxxxx X. Xxxxx |
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Name: | Xxxxx X. Xxxxx, CFA | |||
Title: | Managing Director |
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ARES Leveraged Investment Fund II, L.P. |
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By: ARES Management II, L.P., as General Partner, |
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by |
Xxxx X. Xxxxxxx |
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Name: | Xxxx X. Xxxxxxx | |||
Title: | Vice President | |||
ARES III CLO LTD. |
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By: ARES CLO Management, LLC, as Investment Manager, |
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by |
Xxxx X. Xxxxxxx |
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Name: | Xxxx X. Xxxxxxx | |||
Title: | Vice President | |||
ARES IV CLO LTD. |
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By: Ares CLO Management IV, L.P., as Investment Manager, |
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By: Ares CLO XX XX, LLC, as Managing Member, |
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by |
Xxxx X. Xxxxxxx |
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Name: | Xxxx X. Xxxxxxx | |||
Title: | Vice President |
10
ARES V CLO LTD. |
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By: Ares CLO Management V, L.P., as Investment Manager, |
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By: Ares CLO GP V, LLC, as Managing Member, |
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by |
Xxxx X. Xxxxxxx |
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Name: | Xxxx X. Xxxxxxx | |||
Title: | Vice President | |||
ARES VI CLO LTD. |
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By: Ares CLO GP VI, LLC, as Management Member, |
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by |
Xxxx X. Xxxxxxx |
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Name: | Xxxx X. Xxxxxxx | |||
Title: | Vice President | |||
ATHENA CDO, LIMITED (#1277) |
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By: Pacific Investment Management Company LLC, as Investment Advisor, |
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by |
Xxxxx X. Xxxxxxxxxx |
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Name: | Xxxxx X. Xxxxxxxxxx | |||
Title: | Executive Vice President | |||
ATRIUM CDO, |
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by |
Xxxxx X. Xxxxxx |
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Name: | Xxxxx X. Xxxxxx | |||
Title: | Authorized Signatory |
11
AVALON CAPITAL LTD. |
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By: INVESCO Senior Secured Management, Inc., as Portfolio Advisor, |
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by |
Xxxxxx Xxxxxxx |
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Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
AVALON CAPITAL LTD. 2 |
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By: INVESCO Senior Secured Management, Inc., as Portfolio Advisor, |
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by |
Xxxxxx Xxxxxxx |
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Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
BALLYROCK CDO I LIMITED, |
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by |
Xxxx Xxxxx |
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Name: | Xxxx Xxxxx | |||
Title: | Assistant Treasurer | |||
BANK OF AMERICA, N.A., |
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by |
Xxxxxxx Xxxxx |
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Name: | Xxxxxxx Xxxxx | |||
Title: | Managing Director | |||
BANK OF CHINA (CANADA), |
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by |
Dashu Zhu |
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Name: | Dashu Zhu | |||
Title: | Executive Vice President |
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THE BANK OF NEW YORK, |
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by |
Xxxx Xxxxxxx |
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Name: | Xxxx Xxxxxxx | |||
Title: | Vice President | |||
BANK ONE, NA, |
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by |
Xxxxx X. Xxxx |
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Name: | Xxxxx X. Xxxx | |||
Title: | Director | |||
THE BANK OF NOVA SCOTIA, |
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by |
X. Xxxx |
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Name: | X. Xxxx | |||
Title: | Senior Manager | |||
BEDFORD CDO, LIMITED (#1276) |
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By: Pacific Investment Management Company LLC, as Investment Advisor, |
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by |
Xxxxx X. Xxxxxxxxxx |
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Name: | Xxxxx X. Xxxxxxxxxx | |||
Title: | Executive Vice President | |||
BIG SKY SENIOR LOAN FUND, LTD. |
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By: Xxxxx Xxxxx Management, as Investment Advisor, |
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by |
Payson X. Xxxxxxxxx |
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Name: | Payson X. Xxxxxxxxx | |||
Title: | Vice President |
00
XXXX XXXXXX FUNDING SERIES 3 |
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By: Deutsche Bank Trust Co. Americas, f/k/a Bankers Trust Co., |
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by |
Xxxxxxxx Xxxxxxxx |
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Name: | Xxxxxxxx Xxxxxxxx | |||
Title: | Assistant Vice President | |||
C-SQUARED CDO LTD. |
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By: TCW Advisors, Inc., as Portfolio Manager, |
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by |
G. Xxxxxx Xxxxx |
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Name: | G. Xxxxxx Xxxxx | |||
Title: | Vice President | |||
CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM |
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By: Highland Capital Management, L.P., as Authorized Representatives of the Board, |
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by |
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Name: | ||||
Title: | ||||
CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM (#2980) |
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By: Pacific Investment Management Company LLC, as Investment Advisor, |
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by |
Xxxxx X. Xxxxxxxxxx |
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Name: | Xxxxx X. Xxxxxxxxxx | |||
Title: | Executive Vice President |
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CAPTIVA III FINANCE LTD. (ACCT. 275) |
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By: Pacific Investment Management Company LLC, |
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by |
Xxxxx Xxxx |
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Name: | Xxxxx Xxxx | |||
Title: | Director | |||
CAPTIVA IV FINANCE LTD. (ACCT. 1275) |
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By: Pacific Investment Management Company LLC, |
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by |
Xxxxx Xxxx |
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Name: | Xxxxx Xxxx | |||
Title: | Director | |||
CASTLE HILL I—INGOTS, LTD. |
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By: Sankaty Advisors, LLC, as Collateral Manager, |
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by |
Xxxxx X. Xxxxx |
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Name: | Xxxxx X. Xxxxx | |||
Title: | Managing Director, Portfolio Manager | |||
CASTLE HILL II—INGOTS, LTD. |
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By: Sankaty Advisors, LLC, as Collateral Manager, |
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by |
Xxxxx X. Xxxxx |
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Name: | Xxxxx X. Xxxxx | |||
Title: | Managing Director Portfolio Manager |
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CERES II FINANCE LTD. |
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By: INVESCO Senior Secured Management, Inc., as Sub-Managing Agent (Financial), |
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by |
Xxxxxx Xxxxxxx |
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Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
CHARTER VIEW PORTFOLIO |
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By: INVESCO Senior Secured Management, Inc., as Investment Advisor, |
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by |
Xxxxxx Xxxxxxx |
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Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
CONTINENTAL CASUALTY COMPANY, |
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by |
Xxxxxxx X. XxXxxx |
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Name: | Xxxxxxx X. XxXxxx | |||
Title: | Vice President | |||
CONSTANTINUS XXXXX XXXXX CDO V, LTD. |
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By: Xxxxx Xxxxx Management, as Investment Advisor, |
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by |
Payson X. Xxxxxxxxx |
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Name: | Payson X. Xxxxxxxxx | |||
Title: | Vice President |
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CREDIT INDUSTRIEL ET COMMERCIAL, |
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by |
Xxxx Xxxxxxx |
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Name: | Xxxx Xxxxxxx | |||
Title: | First Vice President | |||
by |
Xxxxx X'Xxxxx |
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Name: | Xxxxx X'Xxxxx | |||
Title: | Vice President | |||
CSAM FUNDING III, |
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by |
Xxxxx X. Xxxxxx |
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Name: | Xxxxx X. Xxxxxx | |||
Title: | Authorized Signatory | |||
CREDIT AGRICOLE INDOSUZ, |
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by |
Xxxxxx X. Xxxxxxx |
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Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Vice President, Manager | |||
by |
Xxxxxxxx X. Xxxxx |
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Name: | Xxxxxxxx X. Xxxxx | |||
Title: | Senior Relationship Manager | |||
DEBT STRATEGIES FUND, INC., |
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by |
Xxxxxx Xxxxxx |
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Name: | Xxxxxx Xxxxxx | |||
Title: | Authorized Signatory |
17
DELANO COMPANY (#274) |
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By: Pacific Investment Management Company LLC, as Investment Advisor, |
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by |
Xxxxx X. Xxxxxxxxxx |
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Name: | Xxxxx X. Xxxxxxxxxx | |||
Title: | Executive Vice President | |||
DEUTSCHE BANK AG, CANADA BRANCH, |
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by |
Xxxxx Xxxxxx |
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Name: | Xxxxx Xxxxxx | |||
Title: | Credit Product Manager | |||
by |
Xxxx X. Xxxxxx |
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Name: | Xxxx X. Xxxxxx | |||
Title: | Managing Director and Principal Officer | |||
DIVERSIFIED CREDIT PORTFOLIO LTD. |
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By: INVESCO Senior Secured Management, Inc., as Investment Advisor, |
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by |
Xxxxxx Xxxxxxx |
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Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory |
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XXXXXX LEVERAGED LOAN CDO 2002-II |
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By: Prudential Investment Management, Inc., as Collateral Manager, |
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by |
Xxxx Xxxxxxx |
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Name: | Xxxx Xxxxxxx | |||
Title: | Managing Director | |||
XXXXXX III LEVERAGED LOAN CDO 2002 |
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By: Prudential Investment Management, Inc., as Collateral Manager, |
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by |
Xxxx Xxxxxxx |
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Name: | Xxxx Xxxxxxx | |||
Title: | Managing Director | |||
DRESDNER BANK, NEW YORK BRANCH, |
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by |
Xxxxx Xxxxxxxx |
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Name: | Xxxxx Xxxxxxxx | |||
Title: | Director | |||
by |
Xxxxx Xxxxx |
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Name: | Xxxxx Xxxxx | |||
Title: | Director |
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XXXXXXX XXXX FUNDING I, LIMITED |
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By: TCW Asset management Company, as Collateral Manager, |
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by |
Xxxx X. Gold |
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Name: | Xxxx X. Gold | |||
Title: | Managing Director | |||
XXXXX XXXXX CDO III, LTD. |
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By: Xxxxx Xxxxx Management, as Investment Advisor, |
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by |
Payson X. Xxxxxxxxx |
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Name: | Payson X. Xxxxxxxxx | |||
Title: | Vice President | |||
XXXXX XXXXX CDO II, LTD. |
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By: Xxxxx Xxxxx Management, as Investment Advisor, |
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by |
Payson X. Xxxxxxxxx |
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Name: | Payson X. Xxxxxxxxx | |||
Title: | Vice President | |||
XXXXX XXXXX CDO IV, LTD. |
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By: Xxxxx Xxxxx Management, as Investment Advisor, |
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by |
Payson X. Xxxxxxxxx |
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Name: | Payson X. Xxxxxxxxx | |||
Title: | Vice President |
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XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND |
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By: Xxxxx Xxxxx Management, as Investment Advisor, |
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by |
Payson X. Xxxxxxxxx |
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Name: | Payson X. Xxxxxxxxx | |||
Title: | Vice President | |||
XXXXX XXXXX SENIOR INCOME TRUST |
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By: Xxxxx Xxxxx Management, as Investment Advisor, |
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by |
Payson X. Xxxxxxxxx |
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Name: | Payson X. Xxxxxxxxx | |||
Title: | Vice President | |||
XXXXX XXXXX VT FLOATING RATE INCOME FUND |
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By: Xxxxx Xxxxx Management, as Investment Advisor, |
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by |
Payson X. Xxxxxxxxx |
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Name: | Payson X. Xxxxxxxxx | |||
Title: | Vice President | |||
ELF FUNDING TRUST I |
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By: Highland Capital Management, L.P., as Capital Manager, |
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by |
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Name: | ||||
Title: |
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EMERALD ORCHARD LIMITED, |
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by |
Xxxx Xxxxxx |
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Name: | Xxxx Xxxxxx | |||
Title: | Attorney-in-Fact | |||
FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND, |
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by |
Xxxx X. Xxxxxxxx |
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Name: | Xxxx X. Xxxxxxxx | |||
Title: | Assistant Treasurer | |||
FIRST DOMINION FUNDING I, |
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by |
Xxxxx X. Xxxxxx |
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Name: | Xxxxx X. Xxxxxx | |||
Title: | Authorized Signatory | |||
FIRST DOMINION FUNDING II, |
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by |
Xxxxx X. Xxxxxx |
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Name: | Xxxxx X. Xxxxxx | |||
Title: | Authorized Signatory | |||
FIRST DOMINION FUNDING III, |
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by |
Xxxxx X. Xxxxxx |
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Name: | Xxxxx X. Xxxxxx | |||
Title: | Authorized Signatory |
22
THE FOOTHILL GROUP, INC., |
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by |
Xxxx X. Xxxxx |
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Name: | Xxxx X. Xxxxx | |||
Title: | Vice President | |||
FOOTHILL INCOME TRUST, L.P. |
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By: FIT GP, LLC, its Managing General Partner, |
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by |
Xxxx X. Xxxxx |
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Name: | Xxxx X. Xxxxx | |||
Title: | Managing Member | |||
FRANKLIN CLO I, LIMITED, |
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by |
Xxxxx Xxxxxx |
|||
Name: | Xxxxx Xxxxxx | |||
Title: | Vice President | |||
FRANKLIN CLO II, LIMITED, |
||||
by |
Xxxxx Xxxxxx |
|||
Name: | Xxxxx Xxxxxx | |||
Title: | Vice President | |||
FRANKLIN CLO III, LIMITED, |
||||
by |
Xxxxx Xxxxxx |
|||
Name: | Xxxxx Xxxxxx | |||
Title: | Vice President |
23
FRANKLIN FLOATING RATE TRUST, |
||||
by |
Xxxxx Xxxxxx |
|||
Name: | Xxxxx Xxxxxx | |||
Title: | Assistant Vice President | |||
FRANKLIN FLOATING RATE MASTER SERIES, |
||||
by |
Xxxxx Xxxxxx |
|||
Name: | Xxxxx Xxxxxx | |||
Title: | Assistant Vice President | |||
FRANKLIN FLOATING RATE DAILY ACCESS FUND, |
||||
by |
Xxxxx Xxxxxx |
|||
Name: | Xxxxx Xxxxxx | |||
Title: | Assistant Vice President | |||
GALAXY CLO 1999-1, LTD. |
||||
by |
Xxxx X. Xxxxxx, III |
|||
Name: | Xxxx X. Xxxxxx III | |||
Title: | Authorized Agent | |||
GALAXY CLO 2003-1, LTD. |
||||
By: CIBC Inc., as Agent |
||||
by |
||||
Name: | ||||
Title: |
24
GENERAL ELECTRIC CAPITAL CORPORATION, |
||||
by |
Xxxxx X. Xxxxxxxx |
|||
Name: | Xxxxx X. Xxxxxxxx | |||
Title: | Duly Authorized Signatory | |||
GLENEAGLES TRADING LLC, |
||||
by |
Xxxxx X. Xxxxxxx |
|||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Asst. Vice President | |||
XXXXXXX & CO. |
||||
By: Boston Management and Research, as Investment Advisor, |
||||
by |
Payson X. Xxxxxxxxx |
|||
Name: | Payson X. Xxxxxxxxx | |||
Title: | Vice President | |||
GREAT POINT CLO 1999-1, LTD. |
||||
By: Sankaty Advisors, LLC, as Collateral Manager, |
||||
by |
Xxxxx X. Xxxxx |
|||
Name: | Xxxxx X. Xxxxx | |||
Title: | Managing Director Portfolio Manager | |||
HARBOUR TOWN FUNDING LLC, |
||||
by |
Xxxxx X. Xxxxxxx |
|||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Assistant Vice President |
25
HARBOUR TOWN FUNDING TRUST, |
||||
by |
Xxxxx X. Xxxxxxx |
|||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Assistant Vice President | |||
HARCH CLO I, LTD., |
||||
by |
Xxxxxxx X. Xxxxxx |
|||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Authorized Signatory | |||
HIGHLAND OFFSHORE PARTNERS, L.P. |
||||
By: Highland Capital Management, L.P. as Collateral Manager, |
||||
by |
Xxxx Xxxxx |
|||
Name: | Xxxx Xxxxx | |||
Title: | Chief Investment Officer Highland Capital Management, L.P. |
|||
HIGHLAND LOAN FUNDING V LTD. |
||||
By: Highland Capital Management, L.P. as Collateral Manager, |
||||
by |
Xxxx Xxxxx |
|||
Name: | Xxxx Xxxxx | |||
Title: | Chief Investment Officer Highland Capital Management, L.P. |
26
HIGHLAND LEGACY LIMITED |
||||
By: Highland Capital Management, L.P. as Capital Manager, |
||||
by |
Xxxx Xxxxx |
|||
Name: | Xxxx Xxxxx | |||
Title: | Chief Investment Officer Highland Capital Management, L.P. |
|||
INTERCONTINENTAL CDO S.A. (#1284) |
||||
By: Pacific Investment Management Company LLC, as Investment Advisor, |
||||
by |
Xxxxx X. Xxxxxxxxxx |
|||
Name: | Xxxxx X. Xxxxxxxxxx | |||
Title: | Executive Vice President | |||
INVESCO EUROPEAN CDO I S.A. |
||||
By: INVESCO Senior Secured Management, Inc., as Collateral Manager, |
||||
by |
Xxxxxx Xxxxxxx |
|||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
XXXXXXX XXX 0000-0 LTD. |
||||
By: INVESCO Senior Secured Management, Inc., as Portfolio Advisor, |
||||
by |
Xxxxxx Xxxxxxx |
|||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory |
27
JISSEKIKUN FUNDING, LTD. (#1288) |
||||
By: Pacific Investment Management Company LLC, as Investment Advisor, |
||||
by |
Xxxxx X. Xxxxxxxxxx |
|||
Name: | Xxxxx X. Xxxxxxxxxx | |||
Title: | Executive Vice President | |||
JUPITER LOAN FUNDING LLC, |
||||
by |
Xxxxx X. Xxxxxxx |
|||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Assistant Vice President | |||
KATONAH I, LTD., |
||||
by |
Xxxxx Xxxxx Xxxxx |
|||
Name: | Xxxxx Xxxxx Xxxxx | |||
Title: | Authorized Officer, Katonah Capital, as Manager | |||
KATONAH II, LTD., |
||||
by |
Xxxxx Xxxxx Xxxxx |
|||
Name: | Xxxxx Xxxxx Xxxxx | |||
Title: | Authorized Officer, Katonah Capital, as Manager | |||
KATONAH III, LTD., |
||||
by |
Xxxxx Xxxxx Xxxxx |
|||
Name: | Xxxxx Xxxxx Xxxxx | |||
Title: | Authorized Officer, Katonah Capital, as Manager |
28
KATONAH IV, LTD., |
||||
by |
Xxxxx Xxxxx Xxxxx |
|||
Name: | Xxxxx Xxxxx Xxxxx | |||
Title: | Authorized Officer, Katonah Capital, as Manager | |||
KZH CNC LLC, |
||||
by |
Xxxxxx Xxxxxxx |
|||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Agent | |||
KZH CRESCENT LLC, |
||||
by |
Xxxxxx Xxxxxxx |
|||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Agent | |||
KZH CRESCENT-2 LLC, |
||||
by |
Xxxxxx Xxxxxxx |
|||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Agent | |||
KZH CRESCENT-3 LLC, |
||||
by |
Xxxxxx Xxxxxxx |
|||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Agent |
29
KZH RIVERSIDE LLC, |
||||
by |
Xxxxxx Xxxxxxx |
|||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Agent | |||
KZH SOLEIL LLC, |
||||
by |
Xxxxxx Xxxxxxx |
|||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Agent | |||
KZH SOLEIL-2 LLC, |
||||
by |
Xxxxxx Xxxxxxx |
|||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Agent | |||
LCM I LIMITED PARTNERSHIP |
||||
By: Lyon Capital Management, as Attorney-in-Fact, |
||||
by |
Farboud Tavangar |
|||
Name: | Farboud Tavangar | |||
Title: | Senior Portfolio Manager | |||
LONG LANE MASGTER TRUST IV |
||||
By: Fleet National Bank, as Trust Administrator, |
||||
by |
Xxxxx Xxxxxx |
|||
Name: | Xxxxx Xxxxxx | |||
Title: | Managing Director |
30
LONGHORN CDO (CAYMAN) LTD. |
||||
By: Xxxxxxx Xxxxx Investment Managers, L.P., as Investment Advisor, |
||||
by |
Xxxxxx Xxxxxx |
|||
Name: | Xxxxxx Xxxxxx | |||
Title: | Authorized Signatory | |||
LONGHORN CDO II, LTD. |
||||
By: Xxxxxxx Xxxxx Investment Managers, L.P., as Investment Advisor, |
||||
by |
Xxxxxx Xxxxxx |
|||
Name: | Xxxxxx Xxxxxx | |||
Title: | Authorized Signatory | |||
MAGNETITE IV CLO, LIMITED, |
||||
by |
X. Xxxxxxxx |
|||
Name: | X. Xxxxxxxx | |||
Title: | M.D. | |||
BLACK ROCK SENIOR LOAN TRUST, |
||||
by |
X. Xxxxxxxx |
|||
Name: | X. Xxxxxxxx | |||
Title: | M.D. | |||
MASTER SENIOR FLOATING RATE TRUST, |
||||
by |
Xxxxxx Xxxxxx |
|||
Name: | Xxxxxx Xxxxxx | |||
Title: | Authorized Signatory |
31
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO |
||||
By: Xxxxxxx Xxxxx Investment Managers, L.P., as Investment Advisor, |
||||
by |
Xxxxxx Xxxxxx |
|||
Name: | Xxxxxx Xxxxxx | |||
Title: | Authorized Signatory | |||
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES: BANK LOAN INCOME PORTFOLIO |
||||
By: Xxxxxxx Xxxxx Investment Managers, L.P., as Investment Advisor, |
||||
by |
Xxxxxx Xxxxxx |
|||
Name: | Xxxxxx Xxxxxx | |||
Title: | Authorized Signatory | |||
NEW ALLIANCE GLOBAL CDO, LIMITED |
||||
By: Alliance Capital Management L.P, as Sub-Advisor, |
||||
By: Alliance Capital Management Corporation, as General Partner, |
||||
by |
Sverker Johansson |
|||
Name: | Sverker Johansson | |||
Title: | Vice President |
32
MONUMENT CAPITAL, LTD. |
||||
By: Alliance Capital Management L.P., as Investment Manager, |
||||
By: Alliance Capital Management Corporation, as General Partner, |
||||
by |
Sverker Johansson |
|||
Name: | Sverker Johansson | |||
Title: | Vice President | |||
NORTHWOODS CAPITAL, LIMITED |
||||
By: Xxxxxx, Xxxxxx & Co., L.P., as Collateral Manager, |
||||
by |
Xxxx X. Xxxxxx |
|||
Name: | Xxxx X. Xxxxxx | |||
Title: | Managing Director | |||
NORTHWOODS CAPITAL II, LIMITED |
||||
By: Xxxxxx, Xxxxxx & Co., L.P., as Collateral Manager, |
||||
by |
Xxxx X. Xxxxxx |
|||
Name: | Xxxx X. Xxxxxx | |||
Title: | Managing Director | |||
NORTHWOODS CAPITAL III, LIMITED |
||||
By: Xxxxxx, Xxxxxx & Co., L.P., as Collateral Manager, |
||||
by |
Xxxx X. Xxxxxx |
|||
Name: | Xxxx X. Xxxxxx | |||
Title: | Managing Director |
33
OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1, LTD. |
||||
By: INVESCO Senior Secured Management, Inc., as Subadvisor, |
||||
by |
Xxxxxx Xxxxxxx |
|||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
OAK HILL CREDIT PARTNERS I, LIMITED |
||||
By: Oak Hill CLO Management I, LLC as Investment Manager, |
||||
by |
Xxxxx X. Xxxxx |
|||
Name: | Xxxxx X. Xxxxx | |||
Title: | Authorized Signatory | |||
OAK HILL CREDIT PARTNERS II, LIMITED |
||||
By: Oak Hill CLO Management II, LLC as Investment Manager, |
||||
by |
Xxxxx X. Xxxxx |
|||
Name: | Xxxxx X. Xxxxx | |||
Title: | Authorized Signatory |
00
XXX XXXX SECURITIES FUND, L.P. |
||||
By: Oak Hill Securities GenPar, L.P., its General Partner, |
||||
By: Oak Hill Securities MGP, Inc., its General Partner, |
||||
by |
Xxxxx X. Xxxxx |
|||
Name: | Xxxxx X. Xxxxx | |||
Title: | Authorized Signatory | |||
OAK HILL SECURITIES FUND II, L.P. |
||||
By: Oak Hill Securities GenPar II, L.P., its General Partner, |
||||
By: Oak Hill Securities MGP II, Inc., its General Partner, |
||||
by |
Xxxxx X. Xxxxx |
|||
Name: | Xxxxx X. Xxxxx | |||
Title: | Authorized Signatory | |||
OXFORD STRATEGIC INCOME FUND |
||||
By: Xxxxx Xxxxx Management, as Investment Advisor, |
||||
by |
Payson X. Xxxxxxxxx |
|||
Name: | Payson X. Xxxxxxxxx | |||
Title: | Vice President |
35
XXX CAPITAL FUNDING L.P. (CLO III) |
||||
By: Highland Capital Management, L.P. as Collateral Manager, |
||||
by |
Xxxx Xxxxx |
|||
Name: | Xxxx Xxxxx | |||
Title: | Chief Investment Officer Highland Capital Management, L.P. |
|||
PINEHURST TRADING, INC., |
||||
by |
Xxxxx X. Xxxxxxx |
|||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Assistant Vice President | |||
PPM SPYGLASS FUNDING TRUST, |
||||
by |
Xxxxx X. Xxxxxxx |
|||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Assistant Vice President | |||
PPM SHADOW CREEK FUNDING LLC, |
||||
by |
Xxxxx X. Xxxxxxx |
|||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Assistant Vice President | |||
PROTECTIVE LIFE INSURANCE COMPANY, |
||||
by |
Xxxxx X. Xxxxxxxx |
|||
Name: | Xxxxx X. Xxxxxxxx | |||
Title: | Assistant Vice President |
36
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA |
||||
By: Prudential Investment Management, Inc., as Investment Advisor, |
||||
by |
Xxxx Xxxxxxx |
|||
Name: | Xxxx Xxxxxxx | |||
Title: | Managing Director | |||
RACE POINT CLO, LIMITED |
||||
By: Sankaty Advisors, LLC, as Collateral Manager, |
||||
by |
Xxxxx X. Xxxxx |
|||
Name: | Xxxxx X. Xxxxx | |||
Title: | Managing Director Portfolio Manager | |||
RACE POINT II CLO, LIMITED |
||||
By: Sankaty Advisors, LLC, as Collateral Manager, |
||||
by |
Xxxxx X. Xxxxx |
|||
Name: | Xxxxx X. Xxxxx | |||
Title: | Managing Director Portfolio Manager |
37
RESTORATION FUNDING CLO, LTD. |
||||
By: Highland Capital Management, L.P. as Collateral Manager, |
||||
by |
Xxxx Xxxxx |
|||
Name: | Xxxx Xxxxx | |||
Title: | Chief Investment Officer Highland Capital Management, L.P. |
|||
REGIONS BANK, |
||||
by |
Xxxxx X. Xxxxxx |
|||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Assistant Vice President | |||
SANKATY HIGH YIELD PARTNERS II, L.P., |
||||
by |
Xxxxx X. Xxxxx |
|||
Name: | Xxxxx X. Xxxxx | |||
Title: | Managing Director Portfolio Manager | |||
SUNAMERICA LIFE INSURANCE COMPANY, |
||||
by |
Xxxx X. Xxxxxx, III |
|||
Name: | Xxxx X. Xxxxxx, III | |||
Title: | Authorized Agent |
38
SL LOANS I LIMITED (SL LOANS I LTD. COLLATERAL LOAN) |
||||
By: Highland Capital Management, L.P., as Attorney-in-Fact, |
||||
by |
||||
Name: | ||||
Title: | ||||
TEXTRON FINANCIAL CORPORATION, |
||||
by |
Xxxxxxx X. Xxxxxx |
|||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Vice President | |||
TORONTO DOMINION (NEW YORK), INC., |
||||
by |
Xxxx Xxxxxx |
|||
Name: | Xxxx Xxxxxx | |||
Title: | Vice President | |||
TUSCANY CDO, LIMITED |
||||
By: PPM America, Inc., as Collateral Manager, |
||||
by |
Xxxxx X. Xxxxxx |
|||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Managing Director |
39
SARATOGA CLO I, LIMITED |
||||
By: INVESCO Senior Secured Management, Inc., as Asset Manager, |
||||
by |
Xxxxxx Xxxxxxx |
|||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
SEQUILS-LIBERTY, LTD. |
||||
By: INVESCO Senior Secured Management, Inc., as Collateral Manager, |
||||
by |
Xxxxxx Xxxxxxx |
|||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
SAWGRASS TRADING LLC, |
||||
by |
Xxxxx X. Xxxxxxx |
|||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Assistant Vice President | |||
SENIOR DEBT PORTFOLIO |
||||
By: Boston Management and Research, as Investment Advisor, |
||||
by |
Payson X. Xxxxxxxxx |
|||
Name: | Payson X. Xxxxxxxxx | |||
Title: | Vice President |
40
SEQUILS-GLACE BAY, LTD. |
||||
By: Royal Bank of Canada, as Collateral Manager, |
||||
by |
Xxxxxxx Xxxxxx |
|||
Name: | Xxxxxxx Xxxxxx | |||
Title: | Partner | |||
SOCIETE GENERALE, |
||||
by |
Xxxxxxxxx X. Xxxx |
|||
Name: | Xxxxxxxxx X. Xxxx | |||
Title: | Director | |||
STANWICH LOAN FUNDING LLC, |
||||
by |
Xxxxx X. Xxxxxxx |
|||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Assistant Vice President | |||
WINGED FOOT FUNDING TRUST, |
||||
by |
Xxxxx X. Xxxxxxx |
|||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Authorized Agent |
41