Exhibit 4.16.7
AMENDMENT NO. 4
TO CREDIT AGREEMENT
AMENDMENT NO. 4 TO CREDIT AGREEMENT (this "Amendment"), dated as of March
31, 2005, among FOAMEX L.P., a Delaware limited partnership (the "Borrower"),
the affiliates of the Borrower party hereto, the lenders party hereto and SILVER
POINT FINANCE, LLC, as Administrative Agent (the "Administrative Agent").
WHEREAS, the Borrower, certain of its affiliates as guarantors, the lenders
party thereto and the Administrative Agent entered into a certain Credit
Agreement, dated as of August 18, 2003 (as heretofore amended or otherwise
modified and as further amended, restated, supplemented or otherwise modified
from time to time, the "Credit Agreement"), pursuant to which such lenders have
agreed, subject to certain terms and conditions, to make term loans to the
Borrower;
WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative
Agent desire to amend certain provisions of the Credit Agreement;
NOW, THEREFORE, subject to the conditions precedent set forth in Section 3
hereof, the Borrower, the Guarantors, the Lenders and the Administrative Agent
hereby agree as follows:
SECTION 1. CAPITALIZED TERMS. Capitalized terms used but not defined herein
shall have the respective meanings set forth in the Credit Agreement.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT.
2.1. Annex A to the Credit Agreement is hereby amended by adding the
following defined term in the correct alphabetical order:
"'Fourth Amendment Effective Date' means the date that Amendment No. 4
to Credit Agreement, dated as of March 31, 2005, becomes effective."
2.2. The definition of "Additional Term Loan Funding Conditions" in Annex A
to the Credit Agreement is hereby amended by deleting clauses (iii), (iv) and
(v) thereof and substituting therefor the following new clauses (iii), (iv) and
(v):
"(iii) with respect to a funding on the Final Term Loan Funding Date,
all proceeds or amounts received by Foamex prior to the Final Term Loan
Funding Date in respect of or under (A) the Designated Agreements or from
the disposition of Designated Assets (to the extent permitted for such
purpose and not used to repay Working Capital Term Loans and Additional
Term Loans as permitted under clause second of the fifth sentence of
Section 3.3(d)) shall have been used by Foamex to repurchase on the open
market at par or a discount or shall concurrently be used to pay at
scheduled maturity Foamex 13 1/2% Subordinated Notes and pay fees and
expenses incurred in connection therewith and (B) the First Additional Term
Loans (to the extent permitted for such
purpose) shall have been used by Foamex to either (I) repurchase on the
open market at par or a discount or shall concurrently be used to pay at
scheduled maturity Foamex 13 1/2% Subordinated Notes and pay fees and
expenses incurred in connection therewith in an aggregate amount not to
exceed $10,000,000 or (II) repay the principal of the then outstanding
Working Capital Revolving Loans in an aggregate amount not to exceed
$25,000,000 (without reduction of the Maximum Revolver Amount (as defined
in the Working Capital Agreement) or any Revolving Credit Commitment (as
defined in the Working Capital Agreement)),
(iv) with respect to a funding on the Final Term Loan Funding Date,
Foamex shall have received or shall concurrently receive the proceeds of
the Additional Working Capital Term Loans and after giving effect to the
satisfaction of clause (iii) above, the amount of the Additional Working
Capital Term Loans, together with the amount of the Additional Term Loans
to be made on the Final Term Loan Funding Date, shall be sufficient to
repay in full the outstanding Foamex 13 1/2% Subordinated Notes,
(v) with respect to a funding of Additional Term Loans (other than a
funding on the Final Term Loan Funding Date), the Administrative Agent and
the Lenders shall be satisfied that the Borrower is permitted by the terms
of the Senior Secured Note Indenture, the Foamex 13 1/2% Subordinated Note
Indenture, the Foamex 9 7/8% Subordinated Note Indenture and the Working
Capital Agreement to use 100% of the proceeds of such Additional Term Loans
to either (A) repurchase on the open market at par or at a discount the
Foamex 13 1/2% Subordinated Notes or (B) repay the principal of the then
outstanding Working Capital Revolving Loans, and the Administrative Agent
shall have received a certificate from a Responsible Officer of Foamex
certifying as to the foregoing and setting forth the amount of each
Additional Term Loan that will be used for each of the foregoing purposes,"
2.3. The definition of "Borrowing Cutoff Amount" in Annex A to the Credit
Agreement is hereby amended by replacing the table set forth therein with the
following table:
"Relevant EBITDA Fiscal Month Amount
Fiscal month of Foamex ending October 26, 3.50
2003 and each fiscal month of Foamex ending
thereafter through and including the fiscal
month of Foamex ending March 28, 2004
Fiscal month of Foamex ending April 25, 3.25
2004 and each fiscal month of Foamex ending
thereafter through and including the fiscal
month of Foamex ending August 22, 2004
Fiscal month of Foamex ending September 3.50
26, 2004 and each fiscal month of Foamex
ending thereafter through and including the
fiscal month of Foamex ending January 2,
2
2005
Fiscal month of Foamex ending January 30, 3.55
2005
Fiscal month of Foamex ending February 27, 4.10
2005
Fiscal month of Foamex ending April 3, 2005 4.35
Fiscal month of Foamex ending May 1, 2005 4.50
Fiscal month of Foamex ending May 29, 2005 4.60
Fiscal month of Foamex ending July 3, 2005 5.00
Fiscal month of Foamex ending July 31, 2005 5.00
Fiscal month of Foamex ending August 28, 4.90
2005
Fiscal month of Foamex ending October 2, 4.85
2005
Fiscal month of Foamex ending October 30, 4.75
2005
Fiscal month of Foamex ending December 4, 4.15
2005 and each fiscal month of Foamex ending
thereafter through and including the fiscal
month of Foamex ending January 29, 2006
Fiscal month of Foamex ending February 26, 4.00
2006 and each fiscal month of Foamex ending
thereafter through and including the fiscal
month of Foamex ending April 30, 2006
Fiscal month of Foamex ending May 28, 2006 3.75
and each fiscal month of Foamex ending
thereafter through and including the fiscal
month of Foamex ending July 30, 2006
Fiscal month of Foamex ending August 27, 3.50
2006 and each fiscal month of Foamex ending
thereafter through and including the fiscal
month of Foamex ending October 29, 2006
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Fiscal month of Foamex ending December 4, 3.35
2006 and each fiscal month of Foamex ending
thereafter through and including the fiscal
month of Foamex ending April 29, 2007
Fiscal month of Foamex ending May 27, 2007 3.25
and each fiscal month of Foamex ending
thereafter
2.4. The definition of "Fixed Charges" in Annex A to the Credit Agreement
is hereby amended by (a) adding "and the Delaware County (PA) Industrial Revenue
Bonds, in each instance," immediately after the words "Foamex 13 1/2%
Subordinated Notes" in clause (ii) of such definition and (b) deleting the comma
at the end of subclause (E) of clause (vii) of such definition and substituting
"and" therefor, and (c) deleting subclauses (G) and (H) from clause (vii) of
such definition.
2.5. Clause (ii) of Section 1.1(b) is hereby amended by deleting the amount
"$10,000,000" appearing therein and substituting "$35,000,000" therefor.
2.6. Section 1.1(c) of the Credit Agreement is hereby amended by (a)
deleting the amount "$750,000" appearing therein and substituting the phrase
"$750,000, in the case of a Borrowing in which the proceeds thereof will be used
to repurchase at par or at a discount on the open market Foamex 13 1/2%
Subordinated Notes, and $5,000,000, in the case of a Borrowing in which the
proceeds thereof will be applied by the Borrower to the prepayment of principal
of the Working Capital Revolving Loans" therefor.
2.7. Section 1.1(f) of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:
"(f) Amounts of Additional Term Loans. The Borrowers may from time to
time, upon three (3) Business Days' prior irrevocable written notice to the
Administrative Agent, but no less than ten (10) Business Days prior to the
Final Term Loan Funding Date, request that the Additional Term Lenders
decrease their aggregate Additional Term Loan Commitments (each such
requested decrease to be in a minimum amount of $1,000,000 and in an
integral multiple of $100,000); provided, that the Borrowers shall not be
permitted to reduce the aggregate Additional Term Loan Commitments to an
amount less than the aggregate amount necessary (together with (i) the
amount of the Additional Term Loans (other than the portion of the
Additional Term Loans made prior to the Final Term Loan Funding Date used
to repay principal of the Working Capital Revolving Loans), (ii) the amount
of Additional Working Capital Term Loans, (iii) funds received or to be
received by Foamex under the Designated Agreements on or prior to the Final
Term Loan Funding Date and (iv) proceeds received from asset sales
permitted under Section 7.11(xv) (to the extent that the proceeds of such
asset sales are permitted to be used for such purpose pursuant to Section
3.3(d) hereof
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and are not applied to the Working Capital Term Loans or Additional Term
Loans pursuant to clause second of the fifth sentence of Section 3.3(d)),
in each case to the extent not used to repurchase Foamex 13 1/2%
Subordinated Notes on the open market in accordance with Section 7.12(E)),
to repay in full the outstanding Foamex 13 1/2% Subordinated Notes at the
scheduled maturity thereof and pay fees and expenses incurred in connection
therewith. Effective upon the Administrative Agent's receipt of such
notice, the Additional Term Loan Commitment of each Additional Term Lender
shall be permanently reduced by an amount equal to its Pro Rata Share of
such requested reduction. The Administrative Agent shall promptly notify
the Additional Term Lenders, by telecopier or e-mail, of the occurrence of
any reductions in the Additional Term Loan Commitments to be effected and
any changes to the amount of the Additional Term Loan Commitment of each
Additional Term Lender resulting therefrom."
2.8. Section 2.3 of the Credit Agreement is hereby amended by adding the
following two sentences at the end thereof:
The Borrowers agree, jointly and severally, to pay the Administrative
Agent the fees and compensation as set forth in the fee letter, dated
the Fourth Amendment Effective Date, between the Administrative Agent
and the Borrowers (the "Fourth Amendment Fee Letter") with such fees
and other compensation to be payable at such times as provided in the
Fourth Amendment Fee Letter. The fees and compensation set forth in
the Fourth Amendment Fee Letter shall be fully earned and
non-refundable for any reason upon payment thereof. The fees and other
compensation set forth in the Fourth Amendment Fee Letter are in
addition to the fees and other compensation set forth in the Fee
Letter.
2.9. Section 3.2(b) of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:
"(b) Other than prepayments of the Additional Term Loans after the
Fourth Amendment Effective Date and on or prior to August 15, 2005 in an
aggregate amount not to exceed $25,000,000 pursuant to clause second of the
fifth sentence of Section 3.3(d), optional prepayments of the Term Loans
shall not be permitted prior to June 30, 2006. On or after June 30, 2006,
the Borrowers may prepay the principal of the Term Loans in whole or in
part, at any time and from time to time upon at least five (5) Business
Days' prior written notice to the Administrative Agent and the Lenders. All
voluntary prepayments of the principal of the Term Loans shall be
accompanied by the payment of all accrued but unpaid interest on the Term
Loans to the date of prepayment and prepayment premium in accordance with
this Section 3.2, if applicable. Amounts prepaid in respect of the Term
Loans may not be reborrowed. If at any time on and after June 30, 2006 and
prior to October 1, 2008, principal of the Term Loans is prepaid in whole
or in part, whether pursuant to this Section 3.2, Section 9.2, clause fifth
of the second sentence of Section 3.3(d) or clause seventh of the fifth
sentence of Section 3.3(d), the Borrowers shall at the time of such
prepayment pay to the Administrative Agent, for the account of the Lenders,
the prepayment premium determined in accordance with the following table:
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Period during which
prepayment occurs Prepayment Premium
------------------- ------------------
From June 30, 2006 through and 8.00% of the principal amount of the
including March 31, 2007 Term Loans prepaid
From April 1, 2007 through and 4.50% of the principal amount of the
including December 31, 2007 Term Loans prepaid
From January 1, 2008 through and 3.00% of the principal amount of the
including September 30, 2008 Term Loans prepaid
, provided, that, notwithstanding the foregoing, no prepayment premium
shall be payable on up to $10,000,000 in the aggregate of prepayments made
pursuant to clause fifth of the second sentence of Section 3.3(d) and
clause seventh of the fifth sentence of Section 3.3(d)."
2.10. Section 3.3(d) of the Credit Agreement is hereby amended by (a)
adding "and in the fifth sentence of this Section 3.3(d)" immediately after the
words "except as provided in the first parenthetical of this sentence" in the
proviso at the end of the first sentence thereof, (b) amending and restating
clause second of the fifth sentence thereof to read as follows:
"second, at the option of Foamex, in the event (and only such event) that
(x) the average aggregate Availability for all Borrowers for the thirty
consecutive day period ending on the Business Day immediately preceding the
date of such repurchase or repayment is greater than the sum of (i)
$10,000,000 plus (ii) the Availability Required Amount in effect on the
Business Day immediately preceding the date of such repurchase or
repayment, (y) immediately after giving effect to such repurchase or
repayment, the aggregate Availability of all the Borrowers is greater than
the sum of (i) $10,000,000 plus (ii) the Availability Required Amount in
effect on the date of such repurchase or repayment, and (z) at the time of
such repurchase or repayment there exists no Default or Event of Default
(and no Default or Event of Default would result therefrom), to repurchase
at par or a discount on the open market or repay at maturity Foamex 13 1/2%
Subordinated Notes and/or to repay principal of the Additional Term Loans
(to the extent used, and permitted to be used, to repay principal of the
Working Capital Revolving Loans and to the extent such repayment of the
Additional Term Loans occurs on or prior to August 15, 2005), and principal
of the Working Capital Term Loans made on the Closing Date, any such
repayments of such Additional Term Loans and such Working Capital Term
Loans to be applied first, 50% to such Additional Term Loans and 50% to the
Working Capital Term Loans made on the Closing Date until $8,000,000 of the
principal amount of the Working Capital Term Loans made on the Closing Date
have been paid pursuant to this clause "second" from the proceeds of sales
of Designated Assets (to be applied to scheduled installments of principal
of such Working Capital Term Loans in the inverse order of maturity), and
thereafter (until the Working Capital Term Loans are paid in full) 66 2/3%
to such Additional Term Loans and 33 1/3% to such Working Capital Term
Loans (to be applied to scheduled installments of principal of such Working
Capital Term Loans in the inverse order of maturity),"
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, (c) adding "and/or repay principal of the Additional Term Loans and the
Working Capital Term Loans made on the Closing Date" immediately after the words
" Foamex 13 1/2% Subordinated Notes" at the beginning of the sixth sentence
thereof, and (d) adding "clause seventh of" immediately before the words "the
second preceding sentence" at the beginning of the seventh sentence thereof.
2.11. Section 6.22 of the Credit Agreement is hereby amended by deleting
the second sentence thereof and replacing it with the following sentence:
"The proceeds of (i) the First Additional Term Loans are to be used solely
to either (A) repurchase on the open market at par or at a discount a
portion of the principal balance of the Foamex 13 1/2% Subordinated Notes
outstanding on the Third Amendment Effective Date and to pay fees and
expenses incurred in connection therewith; provided, that, not more than
$10,000,000 of the First Additional Term Loans may be used for such
purpose, or (B) repay the principal of the then outstanding Working Capital
Revolving Loans; provided, that not more than $25,000,000 of the First
Additional Term Loans may be used for such purpose, and (ii) the Final
Additional Term Loans are to be used solely to repay at scheduled maturity
a portion of the principal balance of the Foamex 13 1/2% Subordinated Notes
outstanding on the Final Term Loan Funding Date and to pay fees and
expenses incurred in connection therewith."
2.12. Clause (E) of Section 7.12 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:
"(E) Foamex may repurchase on or prior to the Final Term Loan Funding
Date, at par or at a discount, Foamex 13 1/2% Subordinated Notes with
proceeds it receives from any Designated Agreements, asset sales permitted
under Section 7.11(xv) (but solely to the extent that the proceeds of such
asset sales are permitted to be used for such purpose pursuant to Section
3.3(d) hereof) and the Additional Term Loans; provided, that (i) no Default
or Event of Default shall have occurred and be continuing on the date of
any such repurchase or would be caused as a result thereof, (ii) any such
Foamex 13 1/2% Subordinated Notes being repurchased shall be retired and
cancelled promptly following the consummation of such repurchase, and (iii)
the aggregate amount of Additional Term Loans used to repurchase Foamex 13
1/2% Subordinated Notes prior to the Final Term Loan Funding Date shall not
exceed $10,000,000."
2.13. Section 7.24 of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:
"7.24 Fixed Charge Coverage Ratio. Foamex shall not permit the Fixed
Charge Coverage Ratio for any fiscal quarter period of Foamex set forth
below to be less than the ratio set forth opposite such fiscal quarter
period:
Fiscal Quarter Period Ratio
--------------------- -----
Fiscal quarter of Foamex ending on or about 0.56:1.00
March 31, 2005
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Two consecutive fiscal quarter period of 0.65:1.00
Foamex ending on or about June 30, 2005
Three consecutive fiscal quarter period of 0.75:1.00
Foamex ending on or about September 30, 2005
Four consecutive fiscal quarter period of 0.81:1.00
Foamex ending on or about December 31, 2005
Four consecutive fiscal quarter period of 0.89:1.00
Foamex ending on or about March 31, 2006
Each four consecutive fiscal quarter period of 1.00:1.00
Foamex ending on or after June 30, 2006
2.14. Section 7.27 of the Credit Agreement is hereby amended by adding the
following proviso at the end of clause (ii) thereof immediately before the
period:
"; provided, that during the period commencing on the Fourth Amendment
Effective Date and ending on January 15, 2006 so long as the aggregate
Borrowing Bases of all Borrowers and Foamex Canada is equal to or greater
than $190,000,000 (calculated without giving effect to any reduction in the
Borrowing Bases pursuant to the parenthetical below), the minimum
Availability required to be maintained by the Borrowers shall be
$10,000,000 (it being agreed that if this proviso shall be in effect, in
determining compliance with such $10,000,000 minimum Availability test, the
aggregate Borrowing Bases of all Borrowers and Foamex Canada shall be
deemed reduced by $5,000,000) "
SECTION 3. EFFECTIVENESS. This Amendment shall become effective on such
date as the following conditions shall have been satisfied in full:
3.1. Counterparts of this Agreement executed by the Borrowers, the
Guarantors, the Lenders and the Administrative Agent shall have been delivered
to the Administrative Agent.
3.2. The Administrative Agent shall have received an amendment to the
Senior Lenders Intercreditor Agreement, duly executed by the Working Capital
Agent, Foamex and those Affiliates of Foamex party thereto, in form and
substance satisfactory to the Administrative Agent.
3.3. The Administrative Agent shall have received a copy, certified by a
Responsible Officer of Foamex as true and complete, of an amendment to the
Working Capital Agreement, consenting to this Amendment and providing for
amendments to the Working Capital Agreement consistent with certain amendments
herein contemplated, which amendment
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shall be in form and substance satisfactory to the Administrative Agent and the
Majority Lenders.
3.4. The Administrative Agent shall have received, in form and substance
satisfactory to the Administrative Agent, a fully executed copy of the Fourth
Amendment Fee Letter and the Administrative Agent shall have received payment of
all fees payable thereunder.
3.5. The Administrative Agent shall have received certified copies of
resolutions of the Board of Directors of each of the Loan Parties (or in the
case of a Loan Party that is not a corporation, the equivalent governing body)
approving the modifications to the Credit Agreement and the Working Capital
Agreement.
3.6. All proceedings taken in connection with the execution of this
Amendment, the Credit Agreement as amended by this Amendment, all other Loan
Documents and all documents and papers relating thereto shall be satisfactory in
form, scope and substance to the Administrative Agent and the Lenders.
SECTION 4. CONSENT TO AMENDMENTS TO SENIOR LENDERS INTERCREDITOR AGREEMENT
AND WORKING CAPITAL AGREEMENT; WAIVER OF CERTAIN NOTICE REQUIREMENTS.
4.1. Each of the Lenders, by its signature to this Amendment, hereby
authorizes the Administrative Agent to enter into the amendment to the Senior
Lenders Intercreditor Agreement referred to in Section 3.2 of this Amendment and
agrees to be bound by the provisions of the Senior Lenders Intercreditor
Agreement as so amended.
4.2. Each of the Lenders, by its signature to this Amendment, hereby
consents to the amendment to the Working Capital Agreement, a copy of which is
attached as Exhibit A hereto.
4.3. Each of the Lenders, by its signature to this Amendment, hereby waives
the requirement for two Business Days' notice in Section 1.1(c) of the Credit
Agreement with respect to any borrowing of Additional Term Loans on April 1,
2005.
SECTION 5. COUNTERPARTS. This Amendment may be executed in counterparts,
each of which shall be an original, and all of which, taken together, shall
constitute a single instrument. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
SECTION 6. REFERENCES TO CREDIT AGREEMENT. From and after the effectiveness
of this Amendment and the amendments contemplated hereby, all references in the
Credit Agreement to "this Agreement", "hereof", "herein", and similar terms
shall mean and refer to the Credit Agreement, as amended and modified by this
Amendment, and all references in other documents to the Credit Agreement shall
mean such agreement as amended and modified by this Amendment.
SECTION 7. RATIFICATION AND CONFIRMATION. The Credit Agreement is hereby
ratified and confirmed and, except as herein agreed, remains in full force
9
and effect. Each of the Borrower and the Guarantors represents and warrants that
(i) all representations and warranties contained in the Loan Documents are
correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date hereof
(except to the extent that such representations or warranties expressly related
to a specified prior date, in which case such representations and warranties
shall be correct in all material respects as of such specified prior date) and
(ii) there exists no Default or Event of Default. Each of the Guarantors hereby
ratifies its Guarantee of the Obligations (including, without limitation, the
Additional Term Loans) and its grant of a security interest in the Collateral in
which it has an interest to secure the payment of the Obligations.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
FOAMEX L.P.
By: FMXI, Inc., its Managing General Partner
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Title: Vice President
-------------------------------
FMXI, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Title: Vice President
-----------------------------------
FOAMEX INTERNATIONAL INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Title: Senior Vice President
-----------------------------------
FOAMEX CANADA INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Title: Treasurer
-----------------------------------
FOAMEX CAPITAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Title: Vice President
-----------------------------------
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FOAMEX LATIN AMERICA, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Title: Vice President
-----------------------------------
FOAMEX MEXICO, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Title: Vice President
-----------------------------------
FOAMEX MEXICO II, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Title: Vice President
-----------------------------------
FOAMEX ASIA, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Title: Vice President
-----------------------------------
FOAMEX CARPET CUSHION LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Title: Vice President
-----------------------------------
00
XXXXXX XXXXX FINANCE, LLC,
as Administrative Agent
By: /s/Xxxxxxx X. Xxxxxxx
-----------------------------------
Title: Authorized Signatory
-----------------------------------
FIELD POINT I, LTD.
By: /s/Xxxxxxx X. Xxxxxxx
-----------------------------------
Title: Authorized Signatory
-----------------------------------
FIELD POINT II, LTD.
By: /s/Xxxxxxx X. Xxxxxxx
-----------------------------------
Title: Authorized Signatory
-----------------------------------
SIL LOAN FUNDING LLC
By: /s/ Xxxxx Xxxxx
-----------------------------------
Title: Attorney-In-Fact
-----------------------------------
A3 FUNDING LP, on its own behalf
and on behalf of its affiliate assigns
By: A3 Fund Management LLC,
its General Partner
By:
-----------------------------------
Title:
-----------------------------------
SSIG SPF ONE LQ, LLC
By: /s/ Xxxx Xxxxxx
-----------------------------------
Title: Managing Director
-----------------------------------
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SPCP GROUP, LLC
By: /s/Xxxxxxx X. Xxxxxxx
-----------------------------------
Title: Authorized Signatory
-----------------------------------
SPCP GROUP III, LLC
By: /s/Xxxxxxx X. Xxxxxxx
-----------------------------------
Title: Authorized Signatory
-----------------------------------
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