Contract
Exhibit 10.25
AMENDMENT NO. 1, dated as of April 5, 2007 (this “Amendment”), among Samsonite Corporation, a Delaware corporation (the “U.S. Borrower”), Samsonite Europe N.V., a corporation organized under the laws of Belgium (the “European Borrower”) (the U.S. Borrower and the European Borrower sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”), the U.S. Subsidiary Guarantors, Xxxxxxx Xxxxx Capital Corporation as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties and as collateral agent (in such capacity, the “U.S. Collateral Agent”) for the Secured Parties, KBC Bank N.V. as administrative agent (in such capacity, the “European Agent”) for the European Secured Parties and as collateral agent (in such capacity, the “European Collateral Agent”) for the European Secured Parties, the Requisite Lenders and each Term Lender listed on the signature pages hereto, to the Credit Agreement dated as of December 20, 2006 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”) among the Borrowers, the Administrative Agent, the European Agent, the U.S. Collateral Agent, the European Collateral Agent, the Lenders referred to therein, Xxxxxxx Sachs Credit Partners L.P. as syndication agent and Deutsche Bank AG, New York Branch as documentation agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as amended hereby).
WHEREAS, for the purpose of making the Permitted Joint Venture Acquisition, the U.S. Borrower (i) expects to form one or more direct Wholly Owned Subsidiaries of the U.S. Borrower organized in the country (the “Permitted Joint Venture Jurisdiction”) where such Permitted Joint Venture Acquisition is located (“Permitted Joint Venture Holdcos”), and (ii) expects to form a direct Wholly Owned Subsidiary of one of the Permitted Joint Venture Holdcos organized in the Permitted Joint Venture Jurisdiction (“Permitted Joint Venture Acquisition Sub”);
WHEREAS, the U.S. Borrower expects to request the establishment of $55,000,000 of Incremental Term Loan Commitments and that the Term Lenders having such Incremental Term Loan Commitments make Incremental Term Loans to (i) consummate the Permitted Joint Venture Acquisition, (ii) to repay certain outstanding Revolving Loans and (iii) to pay related fees and expenses on or prior to the date the Permitted Joint Venture Acquisition is consummated;
WHEREAS, in the case of the Permitted Joint Venture Acquisition, the proceeds of the Incremental Term Loans will be used (i)(a) to make an intercompany loan to one of the Permitted Joint Venture Holdcos in an amount equal to approximately 75% of the purchase price (the “Acquisition Debt”), (b) to provide credit support for a loan in U.S. Dollars (the “Back-to-Back Loan”) to be made by a financial institution (the “Back-to-Back Lender”) by (1) depositing an amount equal to the Acquisition Debt with the Back-to-Back Lender to serve as cash collateral (the “Cash Collateral”) for the Back-to-Back Loan, (2) purchasing a 100% participation in the Back-to-Back Loan in an amount equal to the Acquisition Debt (the “Back-to-Back Participation”) or (3) a combination of the credit support described in clauses (i)(b)(1)
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and (i)(b)(2) herein, or (c) a combination of the intercompany loan described in clause (i)(a) and the credit support described in clause (i)(b); in each case to fund the portion of the Permitted Joint Venture Acquisition consisting of the Acquisition Debt and (ii) to fund the equity portion of the investment in the Permitted Joint Venture Acquisition (expected to be approximately 25% of the purchase price thereof);
WHEREAS, the Requisite Lenders have agreed, subject to the terms and conditions hereinafter set forth, to amend certain provisions of the Credit Agreement as set forth below;
NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Amendments.
(a) The following defined terms shall be added to Section 1.01 of the Credit Agreement in alphabetic order:
“Amendment No. 1” means Amendment No. 1 to this Agreement dated as of April 5, 2007.
“Amendment No. 1 Effective Date” means April 5, 2007, the date on which all conditions precedent set forth in Section 3 of Amendment No. 1 are satisfied or waived
“Back-to-Back Loan” has the meaning assigned to such term in the recitals to Amendment No. 1.
“Back-to-Back Participation” has the meaning assigned to such term in the recitals to Amendment No. 1.
“Cash Collateral” has the meaning assigned to such term in the recitals to Amendment No. 1.
“Hedging Obligations” means obligations under Hedging Agreements.
“Permitted Joint Venture Acquisition Sub” has the meaning assigned to such term in the recitals to Amendment No. 1.
“Permitted Joint Venture Holdcos” has the meaning assigned to such term in the recitals to Amendment No. 1.
(b) Section 1.01 of the Credit Agreement is hereby further amended by amending the proviso at the end of the definition of “Indebtedness” (i) by deleting the “or between clauses (x) and (y) and replacing it with “,” and (ii) adding the following after clause (y) and before “.”
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“or (z) indebtedness evidenced by the Back-to-Back Loan to the extent of the amount of the Cash Collateral securing such Back-to-Back Loan and the amount of the Back-to-Back Participation”
(c) Section 1.01 of the Credit Agreement is hereby further amended by amending the definition of “Wholly Owned Subsidiary” by deleting the “(other than directors’ qualifying shares)” and replacing it with “(except for directors’ qualifying shares or certain minority interests owned by other Persons solely due to local law requirements that there be more than one stockholder, but which interest is not in excess of what is required for such purpose).”
(d) Section 6.01(d) of the Credit Agreement is hereby amended by replacing clause (ii)(z) thereof with the following:
“(z) outstanding Indebtedness incurred pursuant to clause (p) below (except, in the case of this clause (z), to the extent such Indebtedness is owing to a U.S. Loan Party)”
(e) Section 6.01(p) of the Credit Agreement is hereby amended and restated as follows:
“Indebtedness incurred to finance the Permitted Joint Venture Acquisition, including, without duplication, a guaranty by the U.S. Borrower of such Indebtedness (it being understood that, if all or any portion of the Back-to Back Loan shall be considered Indebtedness (either as a result of a reduction of the Cash Collateral, a sale or reduction of the Back-to-Back Participation or otherwise), such Indebtedness shall be deemed to be incurred pursuant to this clause (p) at such time.”
(f) Section 6.02 of the Credit Agreement is hereby amended by deleting the “and” and the end of clause (q), inserting an “and” at the end of clause (r) and adding the following clause (s):
“(s) Liens on the Cash Collateral securing the Back-to-Back Loan;”
(g) Section 6.04(d) of the Credit Agreement is hereby amended and restated as follows:
“ (d) Other than Permitted Acquisitions, Investments (i) by any Company in any U.S. Loan Party, (ii) by a Company that is not a Loan Party in any other Company (or a Person that would become a Company after giving effect to such Investment) that is not a Loan Party, (iii) by any Foreign Company in any European Loan Party, (iv) by any U.S. Loan Party in any European Loan Party in an amount under this clause (iv) not to exceed $100.0 million in the aggregate at any time outstanding and (v) by any Loan Party in a Company that is not a Loan Party in an amount under this clause (v) not to exceed $40.0 million (no more than $10.0 million of which may be made by a Foreign Loan Party) in the aggregate at any time outstanding; provided that any Investment in the form of a loan or advance where at least one party is a Loan Party shall be evidenced by the Intercompany Note and, in the case of a loan or advance by a U.S. Loan Party,
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pledged by such U.S. Loan Party as Collateral pursuant to the U.S. Collateral Documents;”
(h) Section 6.04(f) of the Credit Agreement is hereby amended and restated as follows:
“(f) Investments made in connection with Asset Sales, Permitted Acquisitions or the Permitted Joint Venture Acquisition permitted pursuant to Section 6.03;”
(i) Section 6.13 of the Credit Agreement is hereby amended by adding the following at the end thereof:
“None of the Permitted Joint Venture Holdcos nor Permitted Joint Venture Acquisition Sub shall (i) engage in any trade or business, (ii) own any assets (other than (a) Equity Interests of a Permitted Joint Venture Holdco or Permitted Joint Venture Acquisition Sub (in the case of Permitted Joint Venture Holdcos), (b) Equity Interests of the joint venture formed as part of the Permitted Joint Venture Acquisition or (c) cash) with a fair market value in excess of the Dollar Equivalent of $500,000 nor (iii) incur any liabilities (other than for the Back-to-Back Loan and loans owing to their respective subsidiaries) which in the aggregate are greater than the Dollar Equivalent of $500,000.
(j) Section 10.18 of the Credit Agreement is hereby amended by replacing all references to “10.18(b)” with “10.18”.
Section 2. Representations and Warranties. The Borrowers represent and warrant to the Lenders as of the date hereof and the Amendment No. 1 Effective Date that:
(a) The execution and delivery of this Amendment by the Borrowers has been duly authorized.
(b) Neither the execution or delivery by Borrowers of this Amendment, nor compliance by any of them with the terms and provisions hereof, (a) require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens created by the Loan Documents and (iii) consents, approvals, registrations, filings, permits or actions the failure to obtain or perform which would not reasonably be expected to result in a Material Adverse Effect, (b) will violate the Organizational Documents of any Company, (c) will violate any Requirement of Law, (d) will violate or result in a default or require any consent or approval under any indenture, agreement or other instrument binding upon any Company or its property, or give rise to a right thereunder to require any payment to be made by any Company, except for violations, defaults or the creation of such rights that would not reasonably be expected to result in a Material Adverse Effect, and (e) will result in the creation or imposition of any Lien on any property of any Company, except Liens created by the Loan Documents.
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(c) Before and after giving effect to this Amendment, the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) with the same effect as if then made (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct (or true and correct in all material respects, as the case may be) as of such earlier date).
(d) At the time of and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
(e) After giving effect to this Amendment, neither the modification of the Credit Agreement effected pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment: (a) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all of the applicable Obligations, whether heretofore or hereafter incurred or (b) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.
Section 3. Conditions to Effectiveness. This Amendment shall become effective on the date (the “Amendment No. 1 Effective Date”) on which each of the following conditions is satisfied or waived:
(a) The Administrative Agent and the European Agent shall have received from (A) Lenders constituting the Requisite Lenders and (B) each of the other parties hereto, either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission or “.PDF” of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;
(b) The Administrative Agent shall have received an Officer’s Certificate, dated the Amendment No. 1 Effective Date and signed on behalf of the U.S. Borrower by a Financial Officer of such Borrower, substantially in the form of Exhibit F to the Credit Agreement, confirming compliance with the statements set forth in Sections 2(c) and 2(d) hereof;
(c) The Borrowers shall have paid to the Administrative Agent and the European Agent, all reasonable out-of-pocket costs and expenses (including, without limitation the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Agents) of the Administrative Agent and the European Agent;
(d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Loan Parties, this Amendment or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel;
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(e) At the time of and after giving effect to the Amendment, no Default or Event of Default has occurred and is continuing.
Section 4. Expenses. Borrower agrees to reimburse the Administrative Agent for its and the other Agents’ reasonable out-of-pocket expenses incurred by them in connection with this Amendment, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Agents.
Section 5. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or by email in Adobe “.pdf” format shall be effective as delivery of a manually executed counterpart hereof.
Section 6. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 7. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
Section 8. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The parties hereto expressly acknowledge that it is not their intention that this Amendment or any of the other Loan Documents executed or delivered pursuant hereto constitute a novation of any of the obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, but a modification thereof pursuant to the terms contained herein. As of the Amendment No. 1 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. Each of the table of contents and lists of Exhibits and Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment as of the Amendment No. 1 Effective Date. This Amendment shall constitute a Loan Document.
Section 9. Acknowledgement and Affirmation. Each U.S. Subsidiary Guarantor hereby (i) expressly acknowledges the terms of the Credit Agreement as amended hereby, (ii) ratifies and affirms after giving effect to this Amendment its obligations under the Loan Documents (including guarantees and security agreements) executed by such
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U.S. Subsidiary Guarantor and (iii) after giving effect to this Amendment, acknowledges renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect.
[signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed as of the date first above written.
SAMSONITE CORPORATION, |
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as the U.S. Borrower |
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By: |
/s/ Xxxxxxx X. Xxxxx |
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Name: |
Xxxxxxx X. Xxxxx |
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Title: |
Chief Financial Officer |
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SAMSONITE EUROPE N.V., |
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as the European Borrower |
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By: |
/s/ Xxxx Xxxxxx |
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Name: |
Xxxx Xxxxxx |
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Title: |
Managing Director |
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C.V. HOLDINGS, INC. |
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SAMSONITE COMPANY STORES, INC. |
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DIRECT MARKETING VENTURES, INC. |
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SAMSONITE HOLDINGS INC. |
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ASTRUM R.E. CORP. |
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SAMSONITE PACIFIC LTD. |
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GLOBAL LICENSING COMPANY, LLC |
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XXXXXXXX II, LLC |
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XXXX APPAREL II, LLC |
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SHELF HOLDINGS, INC. |
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SHELF ACQUISITION, INC., |
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each as a U.S. Subsidiary Guarantor |
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By: |
/s/ Xxxxxxx X. Xxxxx |
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Name: |
Xxxxxxx X. Xxxxx |
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Title: |
Chief Financial Officer |
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XXXXXXX XXXXX CAPITAL CORPORATION, |
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as Administrative Agent and U.S. Collateral Agent. |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: |
Xxxxx Xxxxxxx |
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Title: |
Vice President |
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KBC BANK N.V., |
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as European Agent and European Collateral |
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By: |
/s/ Xxxxx Xxxxxxxxx |
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Name: |
Xxxxx Xxxxxxxxx |
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Title: |
Agent Syndicated Loans |
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XXXXXXX XXXXX CAPITAL |
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CORPORATION, |
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as a Lender |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: |
Xxxxx Xxxxxxx |
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Title: |
Vice President |
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KBC BANK N.V., as a Lender |
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By: |
/s/ Xxxx Venneiren |
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Name: |
Xxxx Venneiren |
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Title: |
General Manager |
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By: |
/s/ Alain Van Roeyen |
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Name: |
Alain Van Roeyen |
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Title: |
Relationship Manager |
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TRALEE CDO I, LTD., |
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as a Lender |
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By: |
Par-Four Investment Management, LLC, as |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: |
Xxxxxx Xxxxxxx |
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Title: |
Authorized Signatory |
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WATERVILLE FUNDING LLC, |
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as a Lender |
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By: |
/s/ Xxxx X. Xxxxxxx |
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Name: |
Xxxx X. Xxxxxxx |
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Title: |
Assistant Vice President |
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LL VICTORY FUNDING LLC, |
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as a Lender |
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By: |
/s/ Xxxx X. Xxxxxxx |
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Name: |
Xxxx X. Xxxxxxx |
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Title: |
Authorized Agent |
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SYMPHONY CLO III, |
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as a Lender |
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By: |
Symphony Asset Management LLC |
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By: |
/s/ Xxxxx Xxxxx |
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Name: |
Xxxxx Xxxxx |
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Title: |
Portfolio Manager |
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SYMPHONY CLO II, |
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as a Lender |
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By: |
Symphony Asset Management LLC |
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By: |
/s/ Xxxxx Xxxxx |
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Name: |
Xxxxx Xxxxx |
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Title: |
Portfolio Manager |
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ATLAS LOAN FUNDING 3, LLC |
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as a Lender |
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By: |
Atlas Capital Funding, Ltd. |
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By: |
Structured Asset Investors, LLC |
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as its Investment Manager |
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By: |
/s/ Xxxxx X. Xxxxx |
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Name: |
Xxxxx X. Xxxxx |
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Title: |
Vice President |
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TRS ARIA LLC, |
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as a Lender |
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By: |
Deutsche Bank AG New York Branch, its Sole |
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By: |
DB Services New Jersey, Inc. |
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By: |
/s/ Xxxxxxxx Xxxxxxxx |
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Name: |
Xxxxxxxx Xxxxxxxx |
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Title: |
AVP |
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By: |
/s/ Xxxxx X Xxxxxx |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Vice President |
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HEMISPHERE CDO
LTD., |
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By: |
/s/ Xxxx Xxxxxxxx Xxxxxxx |
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Name: |
Xxxx Xxxxxxxx Xxxxxxx |
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Title: |
Executive Director |
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PROSPERO CLO II B.V., |
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as a Lender |
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By: |
/s/ Xxxx Xxxxxxxx Xxxxxxx |
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Name: |
Xxxx Xxxxxxxx Xxxxxxx |
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Title: |
Executive Director |
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PROSPERO CLO I B.V., |
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as a Lender |
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By: |
/s/ Xxxx Xxxxxxxx Xxxxxxx |
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Name: |
Xxxx Xxxxxxxx Xxxxxxx |
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Title: |
Executive Director |
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VERITAS CLO II, LTD., |
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as a Lender |
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By: |
/s/ Xxxx Xxxxxxxx Xxxxxxx |
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Name: |
Xxxx Xxxxxxxx Xxxxxxx |
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Title: |
Executive Director |
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VERITAS CLO I, LTD., |
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as a Lender |
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By: |
/s/ Xxxx Xxxxxxxx Xxxxxxx |
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Name: |
Xxxx Xxxxxxxx Xxxxxxx |
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Title: |
Executive Director |
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CAPITOLIUM LTD., |
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as a Lender |
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By: |
/s/ Xxxx Xxxxxxxx Xxxxxxx |
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Name: |
Xxxx Xxxxxxxx Xxxxxxx |
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Title: |
Executive Director |
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NAVIGATOR CDO 2004, LTD., |
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as a Lender |
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By: |
Antares Asset Management Inc., as |
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Collateral Manager |
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By: |
/s/ Xxxx Xxxxxx |
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Name: |
Xxxx Xxxxxx |
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Title: |
Authorized Signatory |
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NAVIGATOR CDO 2006, LTD., |
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as a Lender |
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By: |
GE Asset Management Inc., as |
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Collateral Manager |
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By: |
/s/ Xxxx Xxxxxx |
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Name: |
Xxxx Xxxxxx |
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Title: |
Authorized Signatory |
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FRANKLIN CLO V, LTD, |
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as a Lender |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Vice President |
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FRANKLIN
FLOATING RATE DAILY ACCESS |
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By: |
/s/ Xxxxxxx Xxx |
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Name: |
Xxxxxxx Xxx |
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Title: |
Vice President |
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FRANKLIN
FLOATING RATE MASTER SERIES, as |
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By: |
/s/ Xxxxxxx Xxx |
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Name: |
Xxxxxxx Xxx |
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Title: |
Vice President |
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XXXXXXX PLACE CLO, LTD., |
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as a Lender |
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By: |
/s/ R. Xxx X’Xxxxxx |
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Name: |
R. Xxx X’Xxxxxx |
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Title: |
Authorized Signatory |
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CITIBANK, N.A., |
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as a Lender |
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By: |
/s/ Xxxxxxxxx X. Xxxxxxx |
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Name: |
Xxxxxxxxx X. Xxxxxxx |
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Title: |
Attorney-In-Fact |
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DEUTSCHE BANK AG
NEW YORK BRANCH, as a |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Director |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Vice President |
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XXXXXXX XXXXX
XXXXXX XXXXXX & XXXXX |
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By: |
/s/ Nemda Xxxxxx |
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Name: |
Nemda Xxxxxx |
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Title: |
Vice President |
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FRASER XXXXXXXX CLO I LTD, |
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as a Lender |
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By: |
Fraser Xxxxxxxx Investment |
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Management LLC, as Collateral |
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Manager |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: |
Xxxx X. Xxxxxx |
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Title: |
Managing Partner |
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14
FRASER XXXXXXXX CLO II LTD., |
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as a Lender |
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By: |
Fraser Xxxxxxxx Investment |
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Management LLC, as Collateral |
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Manager |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: |
Xxxx X. Xxxxxx |
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Title: |
Managing Partner |
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FABER SPIRET LOAN TRUST, |
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as a Lender |
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By: |
Wilmington Trust Company |
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not in its individual capacity but |
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solely as trustee |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxx |
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Title: |
Sr. Financial Services Officer |
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PPM GRAYHAWK CLO, LTD., |
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as a Lender |
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By PPM America, Inc., as Collateral Manager |
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: |
Xxxxx X. Xxxxxx |
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Title: |
Managing Director |
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PPM MONARCH BAY FUNDING, LLC, |
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as a Lender |
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By: |
/s/ Xxxx X. Xxxxxxx |
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Name: |
Xxxx X. Xxxxxxx |
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Title: |
Assistant Vice President |
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15
SENIOR DEBT PORTFOLIO, |
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as a Lender |
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By: |
Boston Management and Research, as |
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Investment Advisor |
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By: |
/s/ Xxxxxxx X. Xxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxx |
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Title: |
Vice President |
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XXXXX XXXXX
INSTITUTIONAL SENIOR LOAN |
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By: |
Xxxxx Xxxxx Management, as |
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Investment Advisor |
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By: |
/s/ Xxxxxxx X. Xxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxx |
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Title: |
Vice President |
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XXXXX XXXXX CDO VIII, LTD., |
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as a Lender |
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By: |
Xxxxxx Xxxxx Management, as |
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Investment Advisor |
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By: |
/s/ Xxxxxxx X. Xxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxx |
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Title: |
Vice President |
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XXXXX XXXXX CDO X PLC, |
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as a Lender |
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By: |
Xxxxx Xxxxx Management, as |
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Investment Advisor |
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By: |
/s/ Xxxxxxx X. Xxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxx |
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Title: |
Vice President |
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XXXXX XXXXX CDO XI, LTD., |
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as a Lender |
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By: |
Xxxxx Xxxxx Management, as |
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Investment Advisor |
||
16
By: |
/s/ Xxxxxxx X. Xxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxx |
|
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Title: |
Vice President |
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THE NORINCHUKIN BANK, NEW YORK BRANCH |
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as a Lender |
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By: |
Xxxxx Xxxxx Management, Attorney- |
||
|
|
In-Fact |
||
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By: |
/s/ Xxxxxxx X. Xxxxxxx |
|
|
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Name: |
Xxxxxxx X. Xxxxxxx |
|
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|
Title: |
Vice President |
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BIG SKY III SENIOR LOAN TRUST, |
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|
as a Lender |
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|
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By: |
Xxxxx Xxxxx Management, as |
||
|
|
Investment Advisor |
||
|
|
|||
|
By: |
/s/ Xxxxxxx X. Xxxxxxx |
|
|
|
|
Name: |
Xxxxxxx X. Xxxxxxx |
|
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|
Title: |
Vice President |
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|
XXXXX XXXXX VT FLOATING-RATE |
|||
|
INCOME FUND, as a Lender |
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|
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|
By: |
Xxxxx Xxxxx Management, as |
||
|
|
Investment Advisor |
||
|
|
|||
|
By: |
/s/ Xxxxxxx X. Xxxxxxx |
|
|
|
|
Name: |
Xxxxxxx X. Xxxxxxx |
|
|
|
Title: |
Vice President |
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|
XXXXX XXXXX
VARIABLE LEVERAGE FUND |
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|
|||
|
By: |
Xxxxx Xxxxx Management, as |
||
|
|
Investment Advisor |
||
|
|
|||
|
By: |
/s/ Xxxxxxx X. Xxxxxxx |
|
|
|
|
Name: |
Xxxxxxx X. Xxxxxxx |
|
|
|
Title: |
Vice President |
|
17
GRAND CENTRAL ASSET TRUST, PFV SERIES, as |
||||
|
|
|||
|
By: |
/s/ Xxxxx XxxXxxxxxxxxx |
|
|
|
|
Name: |
Xxxxx XxxXxxxxxxxxx |
|
|
|
Title: |
Assistant Vice President |
|
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|
|
|
GRAND CENTRAL
ASSET TRUST, ALAD SERIES, |
|||
|
|
|||
|
By: |
/s/ Xxxxx XxxXxxxxxxxxx |
|
|
|
|
Name: |
Xxxxx XxxXxxxxxxxxx |
|
|
|
Title: |
Assistant Vice President |
|
|
|
|
|
|
|
|
|
|
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|
XXXXX POINT CLO, LTD., as a Lender |
|||
|
|
|||
|
By: |
Sankaty Advisors, LLC, as collateral manager |
||
|
|
|
||
|
By: |
/s/ Xxxx X. Xxxxxxxxx |
|
|
|
|
Name: |
Xxxx X. Xxxxxxxxx |
|
|
|
Title: |
Chief Compliance Officer |
|
|
|
|
Assistant Secretary |
|
|
|
|||
|
|
|||
|
CASTLE HILL I – INGOTS LTD., as a Lender |
|||
|
|
|||
|
By: Sankaty Advisors, LLC, as collateral manager |
|||
|
|
|||
|
By: |
/s/ Xxxx X. Xxxxxxxxx |
|
|
|
|
Name: |
Xxxx X. Xxxxxxxxx |
|
|
|
Title: |
Chief Compliance Officer |
|
|
|
|
Assistant Secretary |
|
|
|
|||
|
CASTLE HILL II – INGOTS, LTD, AS TERM |
|||
|
|
|||
|
By: |
Sankaty Advisors, LLC, as collateral manager |
||
|
|
|
||
|
By: |
/s/ Xxxx X. Xxxxxxxxx |
|
|
|
|
Name: |
Xxxx X. Xxxxxxxxx |
|
|
|
Title: |
Chief Compliance Officer |
|
|
|
|
Assistant Secretary |
|
|
|
|||
|
CHATHAM LIGHT II CLO, LIMITED, as a lender |
|||
|
|
|||
|
By: Sankaty Advisors, LLC, as collateral manager |
|||
18
By: |
/s/ Xxxx X. Xxxxxxxxx |
|
||
|
|
Name: |
Xxxx X. Xxxxxxxxx |
|
|
|
Title: |
Chief Compliance Office |
|
|
|
|
Assistant Secretary |
|
|
|
|
|
|
|
|
|||
|
CHATHAM LIGHT III CLO, LTD., as a Lender |
|||
|
|
|||
|
By: |
Sankaty Advisors, LLC, as collateral manager |
||
|
|
|
||
|
By: |
/s/ Xxxx X. Xxxxxxxxx |
|
|
|
|
Name: |
Xxxx X. Xxxxxxxxx |
|
|
|
Title: |
Chief Compliance Officer |
|
|
|
|
Assistant Secretary |
|
|
|
|||
|
|
|||
|
XXXX POINT CLO, LIMITED as a lender |
|||
|
|
|||
|
By: |
Sankaty Advisors, LLC, as collateral manager |
||
|
|
|
||
|
By: |
/s/ Xxxx X. Xxxxxxxxx |
|
|
|
|
Name: |
Xxxx X. Xxxxxxxxx |
|
|
|
Title: |
Chief Compliance Officer |
|
|
|
|
Assistant Secretary |
|
|
|
|||
|
|
|||
|
XXXX POINT II CLO, as a Lender |
|||
|
|
|||
|
By: |
Sankaty Advisors LLC, as collateral |
||
|
|
manager |
||
|
|
|
||
|
By: |
/s/ Xxxx X. Xxxxxxxxx |
|
|
|
|
Name: |
Xxxx X. Xxxxxxxxx |
|
|
|
Title: |
Chief Compliance Officer |
|
|
|
|
Assistant Secretary |
|
|
|
|||
|
|
|||
|
RACE POINT II CLO, LIMITED, as a lender |
|||
|
|
|||
|
By: |
Sankaty Advisors, LLC, as collateral manager |
||
|
|
|
||
|
By: |
/s/ Xxxx X. Xxxxxxxxx |
|
|
|
|
Name: |
Xxxx X. Xxxxxxxxx |
|
|
|
Title: |
Chief Compliance Officer |
|
|
|
|
Assistant Secretary |
|
|
|
|||
|
|
|||
|
RACE POINT III CLO, LIMITED, as a lender |
|||
|
|
|||
|
By: Sankaty Advisors, LLC, as collateral manager |
|||
19
By: |
/s/ Xxxx X. Xxxxxxxxx |
|
||
|
|
Name: |
Xxxx X. Xxxxxxxxx |
|
|
|
Title: |
Chief Compliance Officer |
|
|
|
|
Assistant Secretary |
|
|
|
|||
|
|
|||
|
RACE POINT IV CLO, LTD., as a lender |
|||
|
|
|||
|
By: |
Sankaty Advisors, LLC, as Collateral |
||
|
|
Manager |
||
|
|
|||
|
By: |
/s/ Xxxx X. Xxxxxxxxx |
|
|
|
|
Name: |
Xxxx X. Xxxxxxxxx |
|
|
|
Title: |
Chief Compliance Officer |
|
|
|
|
Assistant Secretary |
|
|
|
|||
|
|
|||
|
KKR FINANCIAL CLO 2005-1, LTD., |
|||
|
as a Lender |
|||
|
|
|||
|
By: |
/s/ Xxxxxxxxx Xxxxx |
|
|
|
|
Name: |
Xxxxxxxx Xxxxx |
|
|
|
Title: |
Authorized Signatory |
|
|
|
|
|
|
|
|
|
|
|
|
KKR FINANCIAL CLO 2006-2, LTD., |
|||
|
as a Lender |
|||
|
|
|||
|
By: |
/s/ Xxxxxxxx Xxxxx |
|
|
|
|
Name: |
Xxxxxxxx Xxxxx |
|
|
|
Title: |
Authorized Signatory |
|
|
|
|
|
|
|
|
|
|
|
|
EMERALD ORCHARD LIMITED, |
|||
|
as a Lender |
|||
|
|
|||
|
By: |
/s/ Xxxx Xxxxx |
|
|
|
|
Name: |
Xxxx Xxxxx |
|
|
|
Title: |
Authorized Signatory |
|
|
|
|
|
|
|
|
|
|
|
|
BEECHER CBNA LOAN FUNDING LLC, |
|||
|
as a Lender |
|||
|
|
|||
|
By: |
/s/ Xxxxx XxxXxxxxxxxxx |
|
|
|
|
Name: |
Xxxxx XxxXxxxxxxxxx |
|
|
|
Title: |
Assistant Vice President |
|
00
|
XXXXX XXXXXXX XXXXX XXXXX, XXX
SERIES, as |
|||
|
|
|||
|
By: |
/s/ Xxxxx XxxXxxxxxxxxx |
|
|
|
|
Name: |
Xxxxx XxxXxxxxxxxxx |
|
|
|
Title: |
Assistant Vice President |
|
|
|
|
||
|
GRAND CENTRAL ASSET TRUST, LAC SERIES, as |
|||
|
|
|||
|
By: |
/s/ Xxxxx XxxXxxxxxxxxx |
|
|
|
|
Name: |
Xxxxx XxxXxxxxxxxxx |
|
|
|
Title: |
Assistant Vice President |
|
|
|
|
||
|
|
|
||
|
MUZINICH SPC FOR THE ACCOUNT OF |
|||
|
|
|||
|
By: |
/s/ Xxxxxx Xxxxxxxxx |
|
|
|
|
Name: |
Xxxxxx Xxxxxxxxx |
|
|
|
Title: |
Director |
|
|
|
|
||
|
XXXXX FUNDING LLC, as a Lender |
|||
|
|
|||
|
By: |
/s/ Xxxx X. Xxxxxxx |
|
|
|
|
Name: |
Xxxx X. Xxxxxxx |
|
|
|
Title: |
Assistant Vice President |
|
|
|
|
||
|
AMMC VII, LIMITED, as a Lender |
|||
|
|
|||
|
By: |
American Money Management Corp., |
||
|
|
as Collateral Manager |
||
|
|
|
||
|
By: |
/s/ Xxxxxxx X. Eng |
|
|
|
|
Name: |
Xxxxxxx X. Eng |
|
|
|
Title: |
Senior Vice President |
|
|
|
|
||
|
FORE CLO LTD., 2007-I, as a Lender |
|||
|
|
|||
|
By: |
/s/ Xxx Xxx |
|
|
|
|
Name: |
Xxx Xxx |
|
|
|
Title: |
Chief Portfolio Manager |
|
21
VENTURE IV CDO LIMITED, as a Lender |
||||
|
|
|
||
|
By: MJX Asset Management LLC, as its investment |
|||
|
|
|
||
|
By: |
/s/ Xxxx X. Xxxxxxxxxxx |
|
|
|
|
Name: |
Xxxx X. Xxxxxxxxxxx |
|
|
|
Title: |
Chief Investment Officer |
|
|
|
|
||
|
VENTURE V CDO LIMITED, as a lender |
|||
|
|
|
||
|
By: MJX Asset Management LLC, as its investment |
|||
|
|
|
||
|
By: |
/s/ Xxxx X. Xxxxxxxxxxx |
|
|
|
|
Name: |
Xxxx X. Xxxxxxxxxxx |
|
|
|
Title: |
Chief Investment Officer |
|
|
|
|
||
|
VENTURE VI CDO LIMITED, as a lender |
|||
|
|
|
||
|
By: MJX Asset Management LLC, as its |
|||
|
|
|
||
|
By: |
/s/ Xxxx X. Xxxxxxxxxxx |
|
|
|
|
Name: |
Xxxx X. Xxxxxxxxxxx |
|
|
|
Title: |
Chief Investment Officer |
|
|
|
|
||
|
VENTURE VII CDO LIMITED, as a Lender |
|||
|
|
|
||
|
By: MJX Asset Management LLC, as its investment |
|||
|
|
|
||
|
By: |
/s/ Xxxx X. Xxxxxxxxxxx |
|
|
|
|
Name: |
Xxxx X. Xxxxxxxxxxx |
|
|
|
Title: |
Chief Investment Officer |
|
|
|
|
||
|
VENTURE VIII WAREHOUSE, as a Lender |
|||
|
|
|
||
|
By: |
/s/ Xxxx X. Xxxxxxxxxxx |
|
|
|
|
Name: |
Xxxx X. Xxxxxxxxxxx |
|
|
|
Title: |
Chief Investment Officer |
|
22
FAIRWAY LOAN FUNDING COMPANY, |
||||
|
as a Lender |
|||
|
|
|
||
|
By: |
Pacific Investment Management |
||
|
|
Company LLC, as its Investment |
||
|
|
Advisor |
||
|
|
|
||
|
By: |
/s/ Xxxxxx Y. D. Xxx |
|
|
|
|
Name: |
Xxxxxx Y. D. Ong |
|
|
|
Title: |
Senior Vice President |
|
|
|
|
||
|
LOAN FUNDING III LLC, |
|||
|
as a Lender |
|||
|
|
|
||
|
By: |
Pacific Investment Management |
||
|
|
Company LLC, as its Investment |
||
|
|
Advisor |
||
|
|
|
||
|
By: |
/s/ Xxxxxx Y. D. Xxx |
|
|
|
|
Name: |
Xxxxxx Y. D. Ong |
|
|
|
Title: |
Senior Vice President |
|
|
|
|
||
|
MAYPORT CLO LTD., as a Lender |
|||
|
|
|
||
|
By: |
Pacific Investment Management |
||
|
|
Company LLC, as its Investment |
||
|
|
Advisor |
||
|
|
|
||
|
By: |
/s/ Xxxxxx Y. D. Xxx |
|
|
|
|
Name: |
Xxxxxx Y. D. Ong |
|
|
|
Title: |
Senior Vice President |
|
|
|
|
||
|
SOUTHPORT CLO, LIMITED, as a Lender |
|||
|
|
|
||
|
By: |
Pacific Investment Management |
||
|
|
Company LLC, as its Investment |
||
|
|
Advisor |
||
|
|
|
||
|
By: |
/s/ Xxxxxx Y. D. Xxx |
|
|
|
|
Name: |
Xxxxxx Y. D. Ong |
|
|
|
Title: |
Senior Vice President |
|
23
WAVELAND – INGOTS, LTD, as a Lender |
|||||
|
|
|
|||
|
By: |
Pacific Investment Management |
|||
|
|
Company LLC, as its Investment |
|||
|
|
Advisor |
|||
|
|
|
|||
|
By: |
/s/ Xxxxxx Y. D. Xxx |
|
||
|
|
Name: |
Xxxxxx Y. D. Ong |
||
|
|
Title: |
Senior Vice President |
||
|
|
|
|||
|
DEUTSCHE BANK AG LONDON, |
||||
|
|
|
|||
|
By: |
/s/ Xxxxx Xxxx |
|
||
|
|
Name: |
Xxxxx Xxxx |
||
|
|
Title: |
Director |
||
|
|
||||
|
IKB CAPITAL CORPORATION, |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: |
Xxxxx Xxxxxx |
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Title: |
President |
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IKB Capital Corporation |
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BACCHUS (US) 2006-1 LTD., |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: |
Xxxxx Xxxxxx |
||
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Title: |
President |
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IKB Capital Corporation |
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CUNA MUTUAL LIFE INSURANCE |
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By: |
Deutsche Investment Management Americas, |
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Inc. (as successor in interest to Deutsche Asset |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxx |
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Title: |
Managing Director |
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24
By: |
/s/ Xxxxxxx X. Kathiwalla |
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Name: |
Xxxxxxx X. Kathiwalla |
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Title: |
Vice President |
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FLAGSHIP CLO III, as a Lender |
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By: |
Deutsche Investment Management Americas, |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxx |
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Title: |
Managing Director |
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By: |
/s/ Xxxxxxx X. Kathiwalla |
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Name: |
Xxxxxxx X. Kathiwalla |
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Title: |
Vice President |
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FLAGSHIP CLO IV, as a Lender |
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By: |
Deutshe Investment Management Americas, |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxx |
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Title: |
Managing Director |
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By: |
/s/ Xxxxxxx X. Kathiwalla |
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Name: |
Xxxxxxx X. Kathiwalla |
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Title: |
Vice President |
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FLAGSHIP CLO V, as a Lender |
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By: |
Deutshe Investment Management Americas, |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxx |
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Title: |
Managing Director |
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By: |
/s/ Xxxxxxx X. Kathiwalla |
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Name: |
Xxxxxxx X. Kathiwalla |
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Title: |
Vice President |
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25
FLAGSHIP CLO VI, as a Lender |
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By: |
Deutshe Investment Management Americas, |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxx |
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|||||
|
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Title: |
Managing Director |
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|||||
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||||||
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By: |
/s/ Xxxxxxx X. Kathiwalla |
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|||||
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Name: |
Xxxxxxx X. Kathiwalla |
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|||||
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Title: |
Vice President |
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|||||||
ENDURANCE CLO I, LTD., as a Lender |
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||||||||
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c/o: |
West Gate Horizons Advisors LLC, as |
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||||||
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||||||
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By: |
/s/ Xxxxxx Xxxxxxxxxx |
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|||||
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Name: |
Xxxxxx Xxxxxxxxxx |
|
|||||
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Title: |
Senior Credit Analyst |
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|||||
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|||||||
HALCYON LOAN
INVESTORS CLO II, LTD., as |
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||||||||
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By: |
/s/ Xxxxx Xxxxxxxx |
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|||||
|
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Name: |
Xxxxx Xxxxxxxx |
|
|||||
|
|
Title: |
Chief Financial Officer |
|
|||||
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|||||||
HALCYON LOAN
INVESTORS CLO III, LTD., |
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||||||||
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||||||
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By: |
/s/ Xxxxx Xxxxxxxx |
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|||||
|
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Name: |
Xxxxx Xxxxxxxx |
|
|||||
|
|
Title: |
Chief Financial Officer |
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|||||
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|
|||||
HALCYON
STRUCTURED ASSET |
|||||||||
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|||||||
|
By: |
/s/ Xxxxx Xxxxxxxx |
|
||||||
|
|
Name: |
Xxxxx Xxxxxxxx |
||||||
|
|
Title: |
Chief Financial Officer |
||||||
26
HALCYON
STRUCTURED ASSET |
||||
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|
||
|
By: |
/s/ Xxxxx Xxxxxxxx |
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|
|
Name: |
Xxxxx Xxxxxxxx |
|
|
|
Title: |
Chief Financial Officer |
|
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|
GREYWOLF CLO I, LTD., as a Lender |
||||
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||
|
By: |
/s/ Xxxxxxx Xxxx |
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|
Name: |
Xxxxxxx Xxxx |
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|
Title: |
Authorized Xxxxxx |
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XX LOAN FUNDING I, LLC, as a Lender |
||||
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||
|
By: |
/s/ Xxxxx X. Xxxxx |
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|
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|
Name: |
Xxxxx X. Xxxxx |
|
|
|
Title: |
Vice President |
|
|
|
|
|
|
ATLAS LOAN
FUNDING (HARTFORD), LLC, |
||||
|
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|
||
|
By: |
Atlas Capital Funding, Ltd. |
||
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|
||
|
By: |
Structured Asset Investors, LLC |
||
|
|
|
||
|
as its Investment Manager |
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|
||
|
By: |
/s/ Xxxxx X. Xxxxx |
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|
|
|
Name: |
Xxxxx X. Xxxxx |
|
|
|
Title: |
Vice President |
|
|
|
|
|
|
TRS HY FNDS LLC, as a Lender |
||||
|
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|
||
|
By: |
Deutsche Bank AG Cayman Islands Branch, |
||
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|
||
|
By: |
DB Services New Jersey, Inc. |
||
|
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|
||
|
By: |
/s/ Xxxxxxxx Xxxxxxxx |
|
|
|
|
Name: |
Xxxxxxxx Xxxxxxxx |
|
|
|
Title: |
AVP |
|
27
By: |
/s/ Xxxxx X. Xxxxxx |
|
||
|
|
Name: |
Xxxxx X. Xxxxxx |
|
|
|
Title: |
Vice President |
|
|
|
|||
TRS FORE LLC, as a Lender |
||||
|
|
|
||
|
By: |
Deutsche Bank AG New York Branch, its sole |
||
|
|
|
||
|
By: |
DB Services New Jersey, Inc. |
||
|
|
|
||
|
By: |
/s/ Xxxxxxxx Xxxxxxxx |
|
|
|
|
Name: |
Xxxxxxxx Xxxxxxxx |
|
|
|
Title: |
AVP |
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxxxx |
|
||
|
|
Name: |
Xxxxx X. Xxxxxx |
|
|
|
Title: |
Vice President |
|
|
|
|
|
|
SOUTH SHORE CLO I, LTD., as a Lender |
||||
|
|
|
||
|
By: |
1585 Capital Corp., its Collateral Manager |
||
|
|
|
||
|
By: |
/s/ Xxxxxxx X. Xxxxx |
|
|
|
|
Name: |
Xxxxxxx X. Xxxxx |
|
|
|
Title: |
Vice President |
|
|
|
|
|
|
XXXXX STREET CLO I, LTD., as a Lender |
||||
|
|
|
||
|
By: |
XxXxxx Xxxxx Capital LLC, as Collateral |
||
|
|
|
||
|
By: |
/s/ Xxxx Xxxxxxx |
|
|
|
|
Name: |
Xxxx Xxxxxxx |
|
|
|
Title: |
Managing Director |
|
|
|
|
|
|
XXXXX STREET CLO II, LTD., as a Lender |
||||
|
|
|
||
|
By: |
XxXxxx Xxxxx Capital LLC, as Collateral |
||
|
|
|
||
|
By: |
/s/ Xxxx Xxxxxxx |
|
|
|
|
Name: |
Xxxx Xxxxxxx |
|
|
|
Title: |
Managing Director |
|
00
XXXXX XXXXXX CLO III, LTD., as a Lender |
||||
|
|
|
||
|
By: |
XxXxxx Xxxxx Capital LLC, as Collateral Manager |
||
|
|
|
||
|
By: |
/s/ Xxxx Xxxxxxx |
|
|
|
|
Name: |
Xxxx Xxxxxxx |
|
|
|
Title: |
Managing Director |
|
|
|
|
|
|
FREMONT CBNA
LOAN FUNDING LLC, as a |
||||
|
|
|
||
|
By: |
/s/ Xxxxx Xxxxxxx |
|
|
|
|
Name: |
Xxxxx Xxxxxxx |
|
|
|
Title: |
Attorney in Kind |
|
|
|
|
|
|
NATIXIS, as a Lender |
||||
|
|
|
||
|
By: |
/s/ Xxxxx Xxxxxx |
|
|
|
|
Name: |
Xxxxx Xxxxxx |
|
|
|
Title: |
Managing Director |
|
|
|
|
|
|
|
By: |
/s/ Xxxxxx Xxxxx |
|
|
|
|
Name: |
Xxxxxx Xxxxx |
|
|
|
Title: |
Director |
|
|
|
|
|
|
ANCHORAGE
CROSSOVER CREDIT FINANCE, |
||||
|
|
|
||
|
By: |
Anchorage Advisors, L.L.C., as its Investment |
||
|
|
|
||
|
By: |
/s/ Xxxxxxx Xxxxxxxxx |
|
|
|
|
Name: |
Xxxxxxx Xxxxxxxxx |
|
|
|
Title: |
Executive Vice President |
|
|
|
|
|
|
CALLIDUS DEBT
PARTNERS CLO FUND II, |
||||
|
|
|
||
|
By: |
Callidus Capital Management, LLC, as its |
||
|
|
|
||
|
By: |
/s/ Xxxxx X. Xxxxxxx |
|
|
|
|
Name: |
Xxxxx X. Xxxxxxx |
|
|
|
Title: |
Principal |
|
29
CALLIDUS DEBT
PARTNERS CLO FUND III, |
||||
|
|
|
||
|
By: |
Callidus Capital Management, LLC, as its |
||
|
|
|
||
|
By: |
/s/ Xxxxx X. Xxxxxxx |
|
|
|
|
Name: |
Xxxxx X. Xxxxxxx |
|
|
|
Title: |
Principal |
|
|
|
|
|
|
CALLIDUS DEBT
PARTNERS CLO FUND IV, |
||||
|
|
|
||
|
By: |
Callidus Capital Management, LLC, as its |
||
|
|
|
||
|
By: |
/s/ Xxxxx X. Xxxxxxx |
|
|
|
|
Name: |
Xxxxx X. Xxxxxxx |
|
|
|
Title: |
Principal |
|
|
|
|
|
|
CALLIDUS DEBT
PARTNERS CLO FUND V, |
||||
|
|
|
||
|
By: |
Callidus Capital Management, LLC, as its |
||
|
|
|
||
|
By: |
/s/ Xxxxx X. Xxxxxxx |
|
|
|
|
Name: |
Xxxxx X. Xxxxxxx |
|
|
|
Title: |
Principal |
|
|
|
|
|
|
XXXXXXX XXXXX
COMMERCIAL FINANCE |
||||
|
|
|
||
|
By: |
/s/ Xxxxx Xxxxx |
|
|
|
|
Name: |
Xxxxx Xxxxx |
|
|
|
Title: |
Director |
|
|
|
|
|
|
VICTORIA FALLS CLO LTD., as a Lender |
||||
|
|
|
||
|
By: |
/s/ Xxxx X. Xxxxxx |
|
|
|
|
Name: |
Xxxx X. Xxxxxx |
|
|
|
Title: |
S.V.P. |
|
30
CLEAR LAKE CLO LTD., as a Lender |
||||
|
|
|||
|
By: |
/s/ Xxxx X. Xxxxxx |
|
|
|
|
Name: |
Xxxx X. Xxxxxx |
|
|
|
Title: |
S.V.P. |
|
|
|
|||
|
SUMMIT LAKE CLO LTD., as a Lender |
|||
|
|
|||
|
By: |
/s/ Xxxx X. Xxxxxx |
|
|
|
|
Name: |
Xxxx X. Xxxxxx |
|
|
|
Title: |
S.V.P. |
|
|
|
|
||
|
DIAMOND LAKE CLO LTD., as a Lender |
|||
|
|
|||
|
By: |
/s/ Xxxx X. Xxxxxx |
|
|
|
|
Name: |
Xxxx X. Xxxxxx |
|
|
|
Title: |
S.V.P. |
|
|
|
|||
|
AVENUE CLO VI, LIMITED, as a Lender |
|||
|
|
|||
|
By: |
/s/ Xxxxxxx X’Xxxxxxx |
|
|
|
|
Name: |
Xxxxxxx X’Xxxxxxx |
|
|
|
Title: |
Senior Portfolio Manager |
|
|
|
|
||
|
DEL MAR CLO I, LTD., as a Lender |
|||
|
|
|||
|
By: |
Xxxxxxx-Xxxxxx Capital Management, LLC, |
||
|
|
|
||
|
By: |
/s/ Xxxxx Xxxx |
|
|
|
|
Name: |
Xxxxx Xxxx |
|
|
|
Title: |
Director of Research |
|
|
|
|||
|
DEL MAR CLO II, LTD., as a Lender |
|||
|
|
|||
|
By: |
Xxxxxxx-Xxxxxx Capital Management, LLC, |
||
|
|
|
||
|
By: |
/s/ Xxxxx Xxxx |
|
|
|
|
Name: |
Xxxxx Xxxx |
|
|
|
Title: |
Director of Research |
|
31
FOOTHILL CLO I, LTD., as a Lender |
||||
|
|
|||
|
By: |
The Foothill Group, Inc., as attorney-in-fact |
||
|
|
|
|
|
|
By: |
/s/ Xxxxxxx Xxxxxxxx |
|
|
|
|
Name: |
Xxxxxxx Xxxxxxxx |
|
|
|
Title: |
Managing Member |
|
|
|
|
||
|
THE FOOTHILL GROUP, INC., as a Lender |
|||
|
|
|||
|
By: |
/s/ Xxxxxxx Xxxxxxxx |
|
|
|
|
Name: |
Xxxxxxx Xxxxxxxx |
|
|
|
Title: |
S.V.P. |
|
|
|
|
||
|
HARTFORD INSTITUTIONAL TRUST, ON |
|||
|
|
|||
|
By: |
Hartford Investment Management Company, |
||
|
|
|
|
|
|
By: |
/s/ Xxxxxxxxx Xxxxxx |
|
|
|
|
Name: |
Xxxxxxxxx Xxxxxx |
|
|
|
Title: |
VP |
|
|
|
|||
|
HARTFORD MUTUAL FUNDS, INC., ON |
|||
|
|
|||
|
By: |
Hartford Investment Management Company, |
||
|
|
|
|
|
|
By: |
/s/ Xxxxxxxxx Xxxxxx |
|
|
|
|
Name: |
Xxxxxxxxx Xxxxxx |
|
|
|
Title: |
VP |
|
|
|
|||
|
GOLDEN KNIGHT II CLO, LTD., as a Lender |
|||
|
|
|
|
|
|
By: |
Lord Xxxxxx & Co., LLC as Collateral |
||
|
|
|
|
|
|
By: |
/s/ Xxxxxxxxx Xxxx |
|
|
|
|
Name: |
Xxxxxxxxx Xxxx |
|
|
|
Title: |
Portfolio Manager |
|
00
XXXXX XXXXXX CLO III LTD., as a Lender |
||||
|
|
|||
|
By: |
Xxxxx Street Funding, LLC |
||
|
|
|
|
|
|
By: |
/s/ Xxxxxxx Xxxxxx |
|
|
|
|
Name: |
Xxxxxxx Xxxxxx |
|
|
|
Title: |
Vice President, as Warehouse Manager |
|
|
|
|||
|
XXXXX STREET CLO IV LTD., as a Lender |
|||
|
|
|||
|
By: |
Xxxxx Street Funding, LLC |
||
|
|
|
|
|
|
By: |
/s/ Xxxxxxx Xxxxxx |
|
|
|
|
Name: |
Xxxxxxx Xxxxxx |
|
|
|
Title: |
Vice President, as Warehouse Manager |
|
|
|
|
||
|
LIGHTPOINT CLO III, LTD., as a Lender |
|||
|
|
|||
|
By: |
/s/ Xxxxx Xxxxxx |
|
|
|
|
Name: |
Xxxxx Xxxxxx |
|
|
|
Title: |
Director |
|
|
|
|||
|
LIGHTPOINT CLO V, LTD., as a Lender |
|||
|
|
|||
|
By: |
/s/ Xxxxx Xxxxxx |
|
|
|
|
Name: |
Xxxxx Xxxxxx |
|
|
|
Title: |
Director |
|
|
|
|||
|
VIRGINIA RETIREMENT SYSTEM, as a Lender |
|||
|
|
|
|
|
|
By: |
Post Advisory Group, LLC |
||
|
|
|
|
|
|
By: |
/s/ Xxxxxxxx X. Post |
|
|
|
|
Name: |
Xxxxxxxx X. Post |
|
|
|
Title: |
Chief Investment Officer |
|
|
|
|
|
|
|
GOLDENTREE LOAN
OPPORTUNITIES III, |
|||
|
|
|
|
|
|
By: |
GoldenTree Asset Management, LP |
||
|
|
|
|
|
|
By: |
/s/ Xxxxx Xxxxx |
|
|
|
|
Name: |
Xxxxx Xxxxx |
|
|
|
Title: |
Authorized Signatory |
|
33
GOLDENTREE LOAN
OPPORTUNITIES IV, |
||||
|
|
|||
|
By: |
GoldenTree Asset Management, LP |
||
|
|
|
|
|
|
By: |
/s/ Xxxxx Xxxxx |
|
|
|
|
Name: |
Xxxxx Xxxxx |
|
|
|
Title: |
Authorized Signatory |
|
|
|
|||
|
WHITEHORSE V, LTD., as a Lender |
|||
|
|
|||
|
By: |
WhiteHorse Capital Partners, LP, as Collateral |
||
|
|
|
|
|
|
By: |
/s/ Xxxxx X. Xxxxxxxxx, CFA |
|
|
|
|
Name: |
Xxxxx X. Xxxxxxxxx, CFA |
|
|
|
Title: |
Portfolio Manager |
|
|
|
|
||
|
WHITEHORSE III, LTD., as a Lender |
|||
|
|
|||
|
By: |
WhiteHorse Capital Partners, LP, as Collateral |
||
|
|
|||
|
By: |
/s/ Xxxxx X. Xxxxxxxxx, CFA |
|
|
|
|
Name: |
Xxxxx X. Xxxxxxxxx, CFA |
|
|
|
Title: |
Portfolio Manager |
|
|
|
|||
|
LANDMARK IX CLO LIMITED, as a Lender |
|||
|
|
|||
|
By: |
Aladdin Capital Management, as Manager |
||
|
|
|||
|
By: |
/s/ Xxxx X. X’Xxxxxx |
|
|
|
|
Name: |
Xxxx X. X’Xxxxxx |
|
|
|
Title: |
Authorized Signatory |
|
|
|
|||
|
AZURE FUNDING
NORTH AMERICA II, as a |
|||
|
|
|
|
|
|
By: |
/s/ Xxxxx Xxxxxxx |
|
|
|
|
Name: |
Xxxxx Xxxxxxx |
|
|
|
Title: |
Authorized Signatory |
|
34
FALL CREEK CLO, LTD., as a Lender |
||||
|
|
|||
|
By: |
/s/ Xxxxx X. Xxxxxx |
|
|
|
|
Name: |
Xxxxx X. Xxxxxx |
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Title: |
Authorized Xxxxxx |
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CREDIT SUISSE INTERNATIONAL, as a Lender |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Assistant Vice President Operations |
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By: |
/s/ Irina Berkowe |
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Name: |
Irina Berkowe |
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Title: |
Vice President |
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ABCLO 2007-1 Ltd., as a Lender |
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By: |
Alliance Xxxxxxxxx X.X., as investment advisor |
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By: |
/s/ Xxxxxxx X. Xxxx |
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Name: |
Xxxxxxx X. Xxxx |
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Title: |
Senior Vice President |
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AMHERST CLO, LTD., as a Lender |
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By: |
Highland Capital Management, L.P., as |
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By: |
Strand Advisors, Inc., |
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By: |
/s/ Xxxxx Xxxxxxxx |
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Name: |
Xxxxx Xxxxxxxx |
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Title: |
Treasurer |
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35
HIGHLAND OFFSHORE PARTNERS,
L.P. as a |
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By: |
Highland Capital Management, L.P., as |
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By: |
Strand Advisors, Inc., its General Partner |
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By: |
/s/ Xxxxx Xxxxxxxx |
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Name: |
Xxxxx Xxxxxxxx |
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Title: |
Treasurer |
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LIBERTY CLO, LTD. as a Lender |
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By: |
Highland Capital Management, L.P., as |
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By: |
Strand Advisors, Inc., its General Partner |
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By: |
/s/ Xxxxx Xxxxxxxx |
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Name: |
Xxxxx Xxxxxxxx |
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Title: |
Treasurer |
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ROCKWALL CDO III LTD., as a Lender |
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By: |
Highland Capital Management, L.P., as |
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By: |
Strand Advisors, Inc., its General Partner |
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By: |
/s/ Xxxxx Xxxxxxxx |
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Name: |
Xxxxx Xxxxxxxx |
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Title: |
Treasurer |
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SOUTHFORK CLO, LTD. as a Lender |
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By: |
Highland Capital Management, L.P., as |
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By: |
Strand Advisors, Inc., its General Partner |
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By: |
/s/ Xxxxx Xxxxxxxx |
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Name: |
Xxxxx Xxxxxxxx |
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Title: |
Treasurer |
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36
RED RIVER CLO LTD., as a Lender |
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By: |
Highland Capital Management, L.P., as |
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By: |
Strand Advisors, Inc., its General Partner |
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By: |
/s/ Xxxxx Xxxxxxxx |
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Name: |
Xxxxx Xxxxxxxx |
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Title: |
Treasurer |
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OCEAN TRAILS CLO II, as a Lender |
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By: |
West Gate Horizons Advisors LLC, as |
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By: |
/s/ Xxxxxx Xxxxxxxxxx |
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Name: |
Xxxxxx Xxxxxxxxxx |
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Title: |
Senior Credit Analyst |
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WESTLB AG, New York Branch, as a Lender |
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By: |
/s/ Xxxxxx Xxxxx |
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Name: |
Xxxxxx Xxxxx |
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Title: |
Executive Director |
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By: |
/s/ Xxxxxx Xxxxxxxx |
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Name: |
Xxxxxx Xxxxxxxx |
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Title: |
Managing Director |
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JASPER CLO, LTD., as a Lender |
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By: |
Highland Capital Management, L.P., as |
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By: |
Strand Advisors, Inc., its General Partner |
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By: |
/s/ Xxxxx Xxxxxxxx |
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Name: |
Xxxxx Xxxxxxxx |
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Title: |
Treasurer |
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TRIMARAN CLO IV LTD, as a Lender |
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By: Trimaran Advisors, L.L.C. |
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37
By: |
/s/ Xxxxx X. Xxxxxxxx |
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Name: |
Xxxxx X. Xxxxxxxx |
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Title: |
Managing Director |
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[Some signatures were illegible] |
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38