LOAN MODIFICATION AGREEMENT dated as of August 24, 2009, relating to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 24, 2009, among CB RICHARD ELLIS SERVICES, INC., CB RICHARD ELLIS GROUP, INC., CERTAIN SUBSIDIARIES OF CB RICHARD...
Exhibit 10.1
dated as of August 24, 2009,
relating to the
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
dated as of March 24, 2009,
among
CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ SERVICES, INC.,
CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ GROUP, INC.,
CERTAIN SUBSIDIARIES OF CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ SERVICES, INC.,
THE LENDERS PARTY THERETO
and
CREDIT SUISSE,
as Administrative Agent and Collateral Agent
CREDIT SUISSE SECURITIES (USA) LLC
and
BANC OF AMERICA SECURITIES LLC,
as Joint Lead Arrangers
BARCLAYS,
HSBC BANK USA, NATIONAL ASSOCIATION,
THE BANK OF NOVA SCOTIA,
THE ROYAL BANK OF SCOTLAND
and
▇▇▇▇▇ FARGO,
as Co-Agents
LOAN MODIFICATION AGREEMENT dated as of August 24, 2009 (this “Agreement”), among CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ SERVICES, INC., a Delaware corporation (the “U.S. Borrower”), CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ LIMITED, a limited company organized under the laws of England and Wales (the “U.K. Borrower”), CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ LIMITED, a corporation organized under the laws of the province of New Brunswick (the “Canadian Borrower”), CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ PTY LTD, a company organized under the laws of Australia and registered in New South Wales (the “Australian Borrower”), CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ LIMITED, a company organized under the laws of New Zealand (the “New Zealand Borrower”, and together with the U.S. Borrower, the U.K. Borrower, the Canadian Borrower, the Australian Borrower and the New Zealand Borrower, the “Borrowers”), CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ GROUP, INC., a Delaware corporation (“Holdings”), the Accepting Lenders (as defined below) and CREDIT SUISSE (“CS”), as administrative agent (in such capacity, the “Administrative Agent”).
A. Reference is made to the Second Amended and Restated Credit Agreement dated as of March 24, 2009 (the “Credit Agreement”), among the Borrowers, Holdings, the Lenders party thereto, and CS, as Administrative Agent and as Collateral Agent.
B. Pursuant to Section 9.20(a) of the Credit Agreement, Holdings and the U.S. Borrower made, by written notice to the Administrative Agent dated July 16, 2009 (the “Offer Notice”), Loan Modification Offers to the Lenders to make certain Permitted Amendments as described in Exhibit A to such Offer Notice.
C. The Lenders party hereto (the “Accepting Lenders”) are willing to agree to such Permitted Amendments as of the Loan Modification Effective Date (as defined below), on the terms and subject to the conditions set forth herein and in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms; Terms Generally. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of construction set forth in Section 1.02 of the Credit Agreement shall apply equally to this Agreement. This Agreement shall be a “Loan Modification Agreement” for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 2. Loan Modifications.
(a) Each of the Accepting Lenders set forth on Schedule I hereto (each, a “Tranche 2 Domestic Revolving Credit Lender”) agrees that the principal amount of its Domestic Revolving Credit Commitments set forth on Schedule I shall hereby be
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converted into Other Revolving Credit Commitments (“Tranche 2 Domestic Revolving Credit Commitments”) and that a proportionate principal amount of its outstanding Domestic Revolving Loans shall hereby be converted into Other Revolving Loans (the “Tranche 2 Domestic Revolving Loans”), in each case in a like principal amount and on the terms and subject to the conditions set forth herein:
| Tranche 2 Domestic Revolving Credit Maturity Date: |
As used in the Credit Agreement, the “Revolving Credit Maturity Date” of the Tranche 2 Domestic Revolving Credit Commitments and the Tranche 2 Domestic Revolving Loans shall be June 24, 2013. | |||||||
| Applicable Percentage: | As used in the Credit Agreement, the “Applicable Percentage” shall mean (i) with respect to the Facility Fees for Tranche 2 Domestic Revolving Credit Commitments, the applicable percentage set forth below under the caption “Facility Fee”, based upon the Leverage Ratio as of the relevant date of determination and (ii) with respect to any Fixed Rate Tranche 2 Domestic Revolving Loan or Daily Rate Tranche 2 Domestic Revolving Loan, the applicable percentage set forth below under the caption “Fixed Rate Spread” and “Daily Rate Spread”, as the case may be, based upon the Leverage Ratio as of the relevant date of determination: | |||||||
| Leverage Ratio |
Fixed Rate Spread |
Daily Rate Spread |
Facility Fee | |||
| Category 1 Greater than 4.00 to 1.0 |
4.75% | 3.75% | 0.75% | |||
| Category 2 Greater than 3.75 to 1.0 but less than or equal to 4.00 to 1.0 |
4.00% | 3.00% | 0.75% | |||
| Category 3 Greater than 3.25 to 1.0 but less than or equal to 3.75 to 1.0 |
3.50% | 2.50% | 0.75% | |||
| Category 4 Greater than 2.75 to 1.0 but less than or equal to 3.25 to 1.0 |
3.00% | 2.00% | 0.75% | |||
| Category 5 Greater than 2.25 to 1.0 but less than or equal to 2.75 to 1.0 |
2.75% | 1.75% | 0.75% | |||
| Category 6 Equal to or less than 2.25 to 1.0 |
2.50% | 1.50% | 0.75% | |||
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| For the avoidance of doubt, the “Applicable Percentages” set forth above already include the 50 basis point step-down pursuant to clause (i) in the third paragraph of the definition of “Applicable Percentage” in the Credit Agreement. | ||
| Utilization: |
Domestic L/C Exposure and Domestic Swingline Exposure shall be allocated ratably between the Domestic Revolving Credit Commitments and the Tranche 2 Domestic Revolving Credit Commitments until the Domestic Revolving Credit Commitments expire in accordance with their terms. Except for the payment in full of the outstanding Domestic Revolving Loans on the Revolving Credit Maturity Date for Domestic Revolving Loans, all applicable borrowings, repayments, prepayments and commitment reductions shall be made ratably between the Domestic Revolving Credit Commitments and the Tranche 2 Domestic Revolving Credit Commitments, subject to such rounding methods as the Administrative Agent may reasonably require. | |
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| General: |
For all purposes of the Credit Agreement and the other Loan Documents, the Tranche 2 Domestic Revolving Credit Commitments shall constitute “Other Revolving Credit Commitments”; the Tranche 2 Domestic Revolving Loans shall constitute “Other Revolving Loans”; and the Tranche 2 Domestic Revolving Credit Lenders shall be “Lenders”, “Revolving Credit Lenders” and “Accepting Lenders” with respect to such Tranche 2 Domestic Revolving Credit Commitments and Tranche 2 Domestic Revolving Loans. Except to the extent provided herein, the terms and conditions of the Tranche 2 Domestic Revolving Credit Commitments and the Tranche 2 Domestic Revolving Loans shall be identical to those of the Domestic Revolving Credit Commitments and the Domestic Revolving Loans, respectively. For the avoidance of doubt, any Interest Period elected by any Borrower with respect to any converted Domestic Revolving Credit Borrowing beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period with respect to the corresponding Tranche 2 Domestic Credit Borrowing until the end of such Interest Period. |
(b) Each of the Accepting Lenders set forth on Schedule II hereto (each, a “Tranche 2 Multicurrency Credit Lender”) agrees that the principal amount of its Multicurrency Revolving Credit Commitments set forth on Schedule II hereto shall hereby be converted into Other Revolving Credit Commitments (“Tranche 2 Multicurrency Revolving Credit Commitments”) and that a proportionate principal amount of its outstanding Multicurrency Revolving Loans shall hereby be converted into Other Revolving Loans (the “Tranche 2 Multicurrency Revolving Loans”), in each case in a like principal amount and on the terms and subject to the conditions set forth herein:
| Tranche 2 Multicurrency Revolving Credit Maturity Date: |
As used in the Credit Agreement, the “Revolving Credit Maturity Date” of the Tranche 2 Multicurrency Revolving Credit Commitments and the Tranche 2 Multicurrency Revolving Loans shall be June 24, 2013. |
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| Applicable Percentage: | As used in the Credit Agreement, the “Applicable Percentage” shall mean (i) with respect to the Facility Fees for Tranche 2 Multicurrency Revolving Credit Commitments, the applicable percentage set forth for Tranche 2 Domestic Revolving Credit Commitments in clause (a) above under the caption “Facility Fee”, based upon the Leverage Ratio as of the relevant date of determination and (ii) with respect to any Fixed Rate Tranche 2 Multicurrency Revolving Loan or Daily Rate Tranche 2 Multicurrency Revolving Loan, the applicable percentage set forth in clause (a) above for Fixed Rate Tranche 2 Domestic Revolving Loans and Daily Rate Tranche 2 Domestic Revolving Loans under the captions “Fixed Rate Spread” and “Daily Rate Spread”, as the case may be, based upon the Leverage Ratio as of the relevant date of determination. | |
| Utilization: | Multicurrency L/C Exposure shall be allocated ratably between the Multicurrency Revolving Credit Commitments and the Tranche 2 Multicurrency Revolving Credit Commitments until the Multicurrency Revolving Credit Commitments expire in accordance with their terms. Except for the payment in full of the outstanding Multicurrency Revolving Loans on the Revolving Credit Maturity Date for Multicurrency Revolving Loans, all applicable borrowings, repayments, prepayments and commitment reductions shall be made ratably between the Multicurrency Revolving Credit Commitments and the Tranche 2 Multicurrency Revolving Credit Commitments, subject to such rounding methods as the Administrative Agent may reasonably require. | |
| General: | For all purposes of the Credit Agreement and the other Loan Documents, the Tranche 2 Multicurrency Revolving Credit Commitments shall constitute “Other | |
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| Revolving Credit Commitments”; the Tranche 2 Multicurrency Revolving Loans shall constitute “Other Revolving Loans”; and the Tranche 2 Multicurrency Revolving Credit Lenders shall be “Lenders”, “Revolving Credit Lenders” and “Accepting Lenders” with respect to such Tranche 2 Multicurrency Revolving Credit Commitments and Tranche 2 Multicurrency Revolving Loans. Except to the extent provided herein, the terms and conditions of the Tranche 2 Multicurrency Revolving Credit Commitments and the Tranche 2 Multicurrency Revolving Loans shall be identical to those of the Multicurrency Revolving Credit Commitments and the Multicurrency Revolving Loans, respectively, under the Credit Agreement. For the avoidance of doubt, any Interest Period or Contract Period elected by any Borrower with respect to any converted Multicurrency Revolving Credit Borrowing (including any B/A Borrowing) beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period or Contract Period, as the case may be, with respect to the corresponding Tranche 2 Multicurrency Credit Borrowing until the end of such Interest Period. |
(c) Each of the Accepting Lenders set forth on Schedule III hereto (each, a “Tranche 2 U.K. Credit Lender”) agrees that the principal amount of its U.K. Revolving Credit Commitments set forth on Schedule III hereto shall hereby be converted into Other Revolving Credit Commitments (“Tranche 2 U.K. Revolving Credit Commitments”) and that a proportionate principal amount of its outstanding U.K. Revolving Loans shall hereby be converted into Other Revolving Loans (the “Tranche 2 U.K. Revolving Loans”), in each case in a like principal amount and on the terms and subject to the conditions set forth herein:
| Tranche 2 U.K. Revolving Credit Maturity Date: |
As used in the Credit Agreement, the “Revolving Credit Maturity Date” of the Tranche 2 U.K. Revolving Credit Commitments and the Tranche 2 U.K. Revolving Loans shall be June 24, 2013. |
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| Applicable Percentage: |
As used in the Credit Agreement, the “Applicable Percentage” shall mean (i) with respect to the Facility Fees for Tranche 2 U.K. Revolving Credit Commitments, the applicable percentage set forth for Tranche 2 Domestic Revolving Credit Commitments in clause (a) above under the caption “Facility Fee”, based upon the Leverage Ratio as of the relevant date of determination and (ii) with respect to any Fixed Rate Tranche 2 U.K. Revolving Loan or Daily Rate Tranche 2 U.K. Revolving Loan, the applicable percentage set forth in clause (a) above for Fixed Rate Tranche 2 Domestic Revolving Loans and Daily Rate Tranche 2 Domestic Revolving Loans under the captions “Fixed Rate Spread” and “Daily Rate Spread”, as the case may be, based upon the Leverage Ratio as of the relevant date of determination. | |
| Utilization: |
U.K. L/C Exposure shall be allocated ratably between the U.K. Revolving Credit Commitments and the Tranche 2 U.K. Revolving Credit Commitments until the U.K. Revolving Credit Commitments expire in accordance with their terms. Except for the payment in full of the outstanding U.K. Revolving Loans on the Revolving Credit Maturity Date for U.K. Revolving Loans, all applicable borrowings, repayments, prepayments and commitment reductions shall be made ratably between the U.K. Revolving Credit Commitments and the Tranche 2 U.K. Revolving Credit Commitments, respectively, subject to such rounding methods as the Administrative Agent may reasonably require. | |
| General: |
For all purposes of the Credit Agreement and the other Loan Documents, the Tranche 2 U.K. Revolving Credit Commitments shall constitute “Other Revolving Credit Commitments”; the Tranche 2 U.K. Revolving Loans shall constitute “Other | |
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| Revolving Loans”; and the Tranche 2 U.K. Revolving Credit Lenders shall be “Lenders”, “Revolving Credit Lenders” and “Accepting Lenders” with respect to such Tranche 2 U.K. Revolving Credit Commitments and Tranche 2 U.K. Revolving Loans. Except to the extent provided herein, the terms and conditions of the Tranche 2 U.K. Revolving Credit Commitments and the Tranche 2 U.K. Revolving Loans shall be identical to those of the U.K. Revolving Credit Commitments and the U.K. Revolving Loans, respectively, under the Credit Agreement. For the avoidance of doubt, any Interest Period elected by any Borrower with respect to any converted U.K. Revolving Credit Borrowing beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period with respect to the corresponding Tranche 2 U.K. Credit Borrowing until the end of such Interest Period. |
(d) Each of the Accepting Lenders set forth on Schedule IV hereto (the “Tranche A-2 Lenders”) agrees (i) that the principal amount of its Tranche A Loans set forth on Schedule IV-A hereto shall hereby be converted into Other Term Loans (the “Tranche A-2 Loans”), in a like principal amount and on the terms and subject to the conditions set forth herein and (ii) that (A) the principal amount of its Domestic Revolving Credit Commitments set forth on Schedule IV-B shall hereby be converted into Tranche 2 Domestic Revolving Credit Commitments and that a proportionate principal amount of its outstanding Domestic Revolving Loans shall hereby be converted into Tranche 2 Domestic Revolving Loans, in each case in a like principal amount and on the terms and subject to the conditions set forth herein, (B) immediately following the borrowing provided for in Section 3 below, such Tranche 2 Domestic Revolving Loans and the other Tranche 2 Domestic Revolving Loans made pursuant to the Tranche 2 Domestic Revolving Credit Commitments resulting from the conversion provided for in clause (A) of this paragraph shall hereby be converted into Tranche A-2 Loans in a like principal amount and on the terms and subject to the conditions set forth herein and (C) the Tranche 2 Domestic Revolving Credit Commitments resulting from the conversion provided for in clause (A) of this paragraph shall thereupon be terminated:
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| Tranche A-2 Maturity Date: |
As used in the Credit Agreement, the “Other Term Loan Maturity Date” of the Tranche A-2 Loans shall be June 24, 2013. | |||||
| Applicable Percentage: |
As used in the Credit Agreement, the “Applicable Percentage” with respect to any Fixed Rate Tranche A-2 Loan and Daily Rate Tranche A-2 Loan shall be the applicable percentage set forth below under the caption “Fixed Rate Spread” and “Daily Rate Spread”, as the case may be, based upon the Leverage Ratio as of the relevant date of determination: | |||||
| Leverage Ratio |
Fixed Rate Spread |
Daily Rate Spread | ||
| Category 1 Greater than 4.00 to 1.0 |
5.50% | 4.50% | ||
| Category 2 Greater than 3.75 to 1.0 but less than or equal to 4.00 to 1.0 |
4.75% | 3.75% | ||
| Category 3 Greater than 3.25 to 1.0 but less than or equal to 3.75 to 1.0 |
4.25% | 3.25% | ||
| Category 4 Greater than 2.75 to 1.0 but less than or equal to 3.25 to 1.0 |
3.75% | 2.75% | ||
| Category 5 Greater than 2.25 to 1.0 but less than or equal to 2.75 to 1.0 |
3.50% | 2.50% | ||
| Category 6 Equal to or less than 2.25 to 1.0 |
3.25% | 2.25% | ||
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| For the avoidance of doubt, the “Applicable Percentages” set forth above already include the 50 basis point step-down pursuant to clause (i) in the third paragraph of the definition of “Applicable Percentage” in the Credit Agreement. | ||||
| Notwithstanding the foregoing, if on the last Business Day of any fiscal quarter set forth below, the aggregate outstanding principal amount of the Tranche A-2 Loans is greater than the “Targeted Outstanding Amount” (as set forth on the table below) for such fiscal quarter, then from and including such Business Day to but excluding the date on which the aggregate outstanding principal amount of the Tranche A-2 Loans is reduced to the applicable Targeted Outstanding Amount (or lower), the Applicable Percentage applicable to each outstanding Tranche A-2 Loans shall be increased by 2.00%: | ||||
| Fiscal Quarter Ended |
Targeted Outstanding Amount | ||
| September 2009 |
$ | 290,305,534 | |
| December 2009 to September 2010 |
$ | 203,213,874 | |
| December 2010 to March 2013 |
$ | 174,183,321 | |
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| Amortization: |
The U.S. Borrower shall pay to the Administrative Agent, for the accounts of the Tranche A-2 Lenders, on the dates set forth below, or if any such date is not a Business Day, on the immediately preceding Business Day, a principal amount of the Tranche A-2 Loans (as adjusted from time to time pursuant to Sections 2.11(d), 2.12 and 2.13(f) of the Credit Agreement) equal to the amount set forth below for such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment: | |||
| Repayment Date |
Amount | ||
| September 30, 2009 |
$ | 0 | |
| December 31, 2009 |
$ | 0 | |
| March 31, 2010 |
$ | 8,709,166.03 | |
| June 30, 2010 |
$ | 8,709,166.03 | |
| September 30, 2010 |
$ | 8,709,166.03 | |
| December 31, 2010 |
$ | 8,709,166.03 | |
| March 31, 2011 |
$ | 8,709,166.03 | |
| June 30, 2011 |
$ | 8,709,166.03 | |
| September 30, 2011 |
$ | 8,709,166.03 | |
| December 31, 2011 |
$ | 8,709,166.03 | |
| March 31, 2012 |
$ | 8,709,166.03 | |
| June 30, 2012 |
$ | 8,709,166.03 | |
| September 30, 2012 |
$ | 8,709,166.03 | |
| December 31, 2012 |
$ | 8,709,166.03 | |
| March 31, 2013 |
$ | 8,709,166.03 | |
| Tranche A-2 Maturity Date |
$ | 177,086,375.85 | |
| For the avoidance of doubt, on a pro rata basis, in no event shall the scheduled amortization of the Tranche A-2 Loans be greater than the scheduled amortization of the Tranche A Loans. | ||||
| General: |
For all purposes of the Credit Agreement and the other Loan Documents, the Tranche A-2 Loans shall constitute “Other Term Loans”; and the Tranche A-2 Lenders shall be “Lenders”, “Term Lenders” and “Accepting Lenders” with respect to such Tranche A-2 Loans. Except to the extent provided herein, the terms and conditions of the Tranche A-2 Loans shall be identical to those of the Tranche A Loans. The Interest Period elected by the U.S. Borrower with respect to the converted Tranche A Borrowing beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period with respect to the Tranche A-2 Borrowing until the end of such Interest Period. | |||
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(e) Each of the Accepting Lenders set forth on Schedule V hereto (the “Tranche A-3 Lenders”) agrees that the principal amount of its Tranche A-1 Loans set forth on Schedule V shall hereby be converted into Other Term Loans (the “Tranche A-3 Loans”) in a like principal amount and on the terms and subject to the conditions set forth herein:
| Tranche A-3 Maturity Date: |
As used in the Credit Agreement, the “Other Term Loan Maturity Date” of the Tranche A-3 Loans shall be December 20, 2013. There will be no scheduled amortization payments prior to the Tranche A-3 Maturity Date. | |||||
| Applicable Percentage: |
As used in the Credit Agreement, the “Applicable Percentage” with respect to any Fixed Rate Tranche A-3 Loan and Daily Rate Tranche A-3 Loan shall be the applicable percentage set forth below under the caption “Fixed Rate Spread” and “Daily Rate Spread”, as the case may be, based upon the Leverage Ratio as of the relevant date of determination: | |||||
| Leverage Ratio |
Fixed Rate Spread |
Daily Rate Spread | ||
| Category 1 Greater than 4.00 to 1.0 |
5.00% | 4.00% | ||
| Category 2 Greater than 3.75 to 1.0 but less than or equal to 4.00 to 1.0 |
5.00% | 4.00% | ||
| Category 3 Greater than 3.25 to 1.0 but less than or equal to 3.75 to 1.0 |
4.00% | 3.00% | ||
| Category 4 Greater than 2.75 to 1.0 but less than or equal to 3.25 to 1.0 |
4.00% | 3.00% | ||
| Category 5 Greater than 2.25 to 1.0 but less than or equal to 2.75 to 1.0 |
4.00% | 3.00% | ||
| Category 6 Equal to or less than 2.25 to 1.0 |
4.00% | 3.00% | ||
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| For the avoidance of doubt, the “Applicable Percentages” set forth above already include the 50 basis point step-down pursuant to clause (i) in the third paragraph of the definition of “Applicable Percentage” in the Credit Agreement. | ||||
| Notwithstanding the foregoing, if on the last Business Day of any fiscal quarter set forth below, the aggregate outstanding principal amount of the Tranche A-3 Loans is greater than the “Targeted Outstanding Amount” (as set forth on the table below) for such fiscal quarter, then from and including such Business Day to but excluding the date on which the aggregate outstanding principal amount of the Tranche A-3 Loans is reduced to the applicable Targeted Outstanding Amount (or lower), the Applicable Percentage applicable to each outstanding Tranche A-3 Loans shall be increased by 2.00%: | ||||
| Fiscal Quarter Ended |
Targeted Outstanding Amount | ||
| September 2009 |
$ | 197,146,110 | |
| December 2009 to September 2013 |
$ | 167,574,194 | |
| General: |
For all purposes of the Credit Agreement and the other Loan Documents, the Tranche A-3 Loans shall constitute “Other Term Loans”; and the Tranche A-3 Lenders shall be “Lenders”, “Term Lenders” and “Accepting Lenders” with | |||
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| respect to such Tranche A-3 Loans. Except to the extent provided herein, the terms and conditions of the Tranche A-3 Loans shall be identical to the Tranche A-1 Loans under the Credit Agreement. For the avoidance of doubt, any Interest Period elected by any Borrower with respect to any converted Tranche A-1 Borrowing beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period with respect to the corresponding Tranche A-3 Borrowing until the end of such Interest Period. |
(f) Each of the Accepting Lenders set forth on Schedule VI hereto (the “Tranche B-1 Lenders”) agrees that the principal amount of its Tranche B Loans set forth on Schedule VI-A hereto, and the principal amount of its Tranche A-1 Loans set forth on Schedule VI-B hereto, shall hereby be converted into Other Term Loans (the “Tranche B-1 Loans”), in a like principal amount and on the terms and subject to the conditions set forth herein:
| Tranche B-1 Maturity Date: |
As used in the Credit Agreement, the “Other Term Loan Maturity Date” of the Tranche B-1 Loans shall be December 20, 2015. There will be no scheduled amortization payments prior to the Tranche B-1 Maturity Date. | |||||
| Applicable Percentage: |
As used in the Credit Agreement, the “Applicable Percentage” with respect to any Fixed Rate Tranche B-1 Loan and Daily Rate Tranche B-1 Loan shall be the applicable percentage set forth below under the caption “Fixed Rate Spread” and “Daily Rate Spread”, as the case may be, based upon the Leverage Ratio as of the relevant date of determination: | |||||
| Leverage Ratio |
Fixed Rate Spread |
Daily Rate Spread | ||
| Category 1 Greater than 4.00 to 1.0 |
5.50% | 4.50% | ||
| Category 2 Greater than 3.75 to 1.0 but less than or equal to 4.00 to 1.0 |
5.50% | 4.50% | ||
| Category 3 Greater than 3.25 to 1.0 but less than or equal to 3.75 to 1.0 |
4.50% | 3.50% | ||
| Category 4 Greater than 2.75 to 1.0 but less than or equal to 3.25 to 1.0 |
4.50% | 3.50% | ||
| Category 5 Greater than 2.25 to 1.0 but less than or equal to 2.75 to 1.0 |
4.50% | 3.50% | ||
| Category 6 Equal to or less than 2.25 to 1.0 |
4.50% | 3.50% | ||
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| Notwithstanding the foregoing, if on the last Business Day of any fiscal quarter set forth below, the aggregate outstanding principal amount of the Tranche B-1 Loans is greater than the “Targeted Outstanding Amount” (as set forth on the table below) for such fiscal quarter, then from and including such Business Day to but excluding the date on which the aggregate outstanding principal amount of the Tranche B-1 Loans is reduced to the applicable Targeted Outstanding Amount (or lower), the Applicable Percentage applicable to each outstanding Tranche B-1 Loans shall be increased by 0.50%: | ||||
| Fiscal Quarter Ended |
Targeted Outstanding Amount | ||
| September 2009 |
$ | 296,183,903 | |
| December 2009 |
$ | 295,441,587 | |
| March 2010 |
$ | 294,699,272 | |
| June 2010 |
$ | 293,956,956 | |
| September 2010 |
$ | 293,214,640 | |
| December 2010 |
$ | 292,472,325 | |
| March 2011 |
$ | 291,730,009 | |
| June 2011 |
$ | 290,987,694 | |
| September 2011 |
$ | 290,245,378 | |
| December 2011 |
$ | 289,503,063 | |
| March 2012 |
$ | 288,760,747 | |
| June 2012 |
$ | 288,018,432 | |
| September 2012 |
$ | 287,276,116 | |
| December 2012 |
$ | 286,533,801 | |
| March 2013 |
$ | 285,791,485 | |
| June 2013 |
$ | 285,049,169 | |
| September 2013 |
$ | 284,306,854 | |
| December 2013 |
$ | 283,564,538 | |
| March 2014 |
$ | 282,822,223 | |
| June 2014 |
$ | 282,079,907 | |
| September 2014 |
$ | 281,337,592 | |
| December 2014 |
$ | 280,595,276 | |
| March 2015 |
$ | 279,852,961 | |
| June 2015 |
$ | 279,110,645 | |
| September 2015 |
$ | 278,368,330 | |
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| General: |
For all purposes of the Credit Agreement and the other Loan Documents, the Tranche B-1 Loans shall constitute “Other Term Loans”; and the Tranche B-1 Lenders shall be “Lenders”, “Term Lenders” and “Accepting Lenders” with respect to such Tranche B-1 Loans. Except to the extent provided herein, the terms and conditions of the Tranche B-1 Loans shall be identical to the Tranche B Loans under the Credit Agreement. The Interest Period elected by the U.S. Borrower with respect to the converted Tranche A-1 Borrowing beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period with respect to the Tranche B-1 Borrowing until the end of such Interest Period. |
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| For purposes of clause (ii) in the third paragraph of the definition of “Applicable Percentage” in the Credit Agreement, (A) Tranche B Loans converted into Tranche B-1 Loans hereunder shall constitute “Tranche B Loans” for purposes of the phrase “upon the prepayment pursuant to Section 2.12 of at least $150,000,000 of Tranche B Loans” of such clause, (B) Tranche A-1 Loans converted into Tranche B-1 Loans hereunder shall not constitute “Tranche B Loans” for purposes of determining whether the prepayment pursuant to such clause shall have been made, and (C) all Tranche B-1 Loans shall constitute “Tranche B Loans” for all other purposes of such clause. |
SECTION 3. Borrowing of Tranche 2 Domestic Revolving Loans. Each of the U.S. Borrower and each Accepting Lender acquiring a Tranche 2 Domestic Revolving Credit Commitment hereunder agrees that immediately upon the creation of the Tranche 2 Domestic Revolving Credit Commitments and prior to the conversion of Tranche 2 Domestic Revolving Credit Loans to be effected pursuant to Section 2(d)(ii)(B) above, the U.S. Borrower will borrow, and such Accepting Lenders will make, Tranche 2 Domestic Revolving Credit Loans in the amount of the aggregate undrawn Tranche 2 Domestic Revolving Credit Commitments. For the avoidance of doubt, the requirements of Section 2.03 of the Credit Agreement will apply to such Borrowing.
SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Agreement, Holdings and the Borrowers represent and warrant to each of the Accepting Lenders, the Administrative Agent, the Issuing Banks and the Collateral Agent that, after giving effect to this Amendment, (a) the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and (b) no Default or Event of Default has occurred and is continuing.
17
SECTION 5. Conditions Precedent to Effectiveness of Modifications. The modifications of Commitments and Loans provided for in Section 2 above will become effective on a date to be designated by the U.S. Borrower and the Administrative Agent, subject to the satisfaction of the following conditions precedent on or prior to such date (the date of such effectiveness being called the “Loan Modification Effective Date”):
(a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) the General Counsel or Assistant General Counsel of the U.S. Borrower, substantially to the effect set forth in Exhibit A-1 to this Agreement and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrowers, substantially to the effect set forth in Exhibit A-2 to this Agreement, in each case (A) dated on the Loan Modification Effective Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Accepting Lenders, and (C) covering such other matters relating to this Agreement and the Permitted Amendments as the Administrative Agent shall reasonably request, and Holdings and the Borrowers hereby request such counsel to deliver such opinions.
(b) The Administrative Agent shall have received (i) a copy of the certificate, articles of incorporation or partnership agreement (or comparable organizational document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or comparable official) of the jurisdiction of its organization, and a certificate as to the good standing (where such concept is applicable) of each Loan Party as of a recent date, from such Secretary of State (or comparable official); (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated on the Loan Modification Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Loan Party as in effect on the Loan Modification Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or partners (or comparable governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate, articles of incorporation or partnership agreement (or comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request.
(c) The Administrative Agent shall have received (on behalf of itself and the Accepting Lenders) all fees (including, for the avoidance of doubt, the Modification Fees set forth in the Offer Notice) and other amounts due and payable on or prior to the Loan Modification Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers and Holdings hereunder or under any other Loan Document.
18
(d) The Administrative Agent shall have received counterparts of this Agreement which, when taken together, bear the signatures of the Borrowers, Holdings, the Accepting Lenders, the Subsidiary Guarantors and the Administrative Agent.
SECTION 6. Certain Agreements. For the avoidance of doubt and without limiting the application thereof, the parties hereto hereby agree that the provisions of Section 9.05 of the Credit Agreement shall apply to the execution and delivery of, and the performance of the parties’ respective obligations under, this Agreement.
SECTION 7. Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Notices. All notices hereunder shall be given in accordance with the provisions of Section 9.01 of the Credit Agreement.
SECTION 9. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 5 above. Delivery of an executed signature page to this Agreement by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually signed counterpart of this Agreement.
SECTION 10. Headings. The headings and cover page of this Agreement are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.
SECTION 11. Amendment. This Agreement may not be amended, supplemented or otherwise modified other than in a writing signed by each of the parties hereto.
SECTION 12. Acknowledgement of Guarantors. Each of the Guarantors hereby acknowledges its receipt of a copy of this Agreement and its review of the terms and conditions hereof, and each of the Guarantors hereby consents to the terms and conditions of this Agreement and the transactions contemplated hereby, and hereby confirms its guarantee and, as applicable, its grant of Collateral under the Collateral Agreement and agrees that such guarantee and any such grant of Collateral shall continue to be in full force and effect and shall inure to the benefit of the Secured Parties, including the Accepting Lenders as such in respect of their Loans and/or Commitments and the other Obligations owed to them from time to time.
19
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
| CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ SERVICES, INC., | ||
| by | ||
| /s/ ▇▇▇▇▇▇ FAN | ||
| Name: | ▇▇▇▇▇▇ Fan | |
| Title: | Sr. Vice President & Treasurer | |
| CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ GROUP, INC., | ||
| by | ||
| /s/ ▇▇▇▇▇▇ FAN | ||
| Name: | ▇▇▇▇▇▇ Fan | |
| Title: | Sr. Vice President & Treasurer | |
| CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ LIMITED, a limited company organized under the laws of England and Wales, | ||
| by | ||
| /s/ ▇. ▇▇▇▇▇▇▇ | ||
| Name: | ▇. ▇▇▇▇▇▇▇ | |
| Title: | Director | |
| /s/ ▇. ▇▇▇▇▇ | ||
| Name: | ▇. ▇▇▇▇▇ | |
| Title: | Director | |
| CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ LIMITED, a corporation organized under the laws of the province of New Brunswick, | ||
| by | ||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Vice President | |
| CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ PTY LTD, a company organized under the laws of Australia and registered in New South Wales, | ||
| by
|
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ | |
| Title: | Director | |
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Director | |
| CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ LIMITED, a company organized under the laws of New Zealand, | ||
| by
|
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ | |
| Title: | Director | |
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Director | |
| CB/TCC GLOBAL HOLDINGS LIMITED, a limited company organized under the laws of England and Wales, | ||
| by
|
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Director | |
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Director | |
| EACH OF THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE VII HERETO, | ||
| by
|
/s/ ▇▇▇▇▇▇ FAN | |
| Name: | ▇▇▇▇▇▇ Fan | |
| Title: | Sr. Vice President & Treasurer | |
| EACH OF THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE VIII HERETO, | ||
| by
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Title: | Executive Vice President | |
| ▇▇▇▇▇▇▇ ▇▇▇▇ DEVELOPMENT & INVESTMENT, INC., | ||
| by
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Title: | President and Chief Executive Officer | |
| CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as an Accepting Lender and as Administrative Agent, | ||
| by
|
/s/ ▇▇▇▇ ▇’▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇’▇▇▇▇ | |
| Title: | Director | |
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
| FIRST TENNESSEE BANK | ||
| as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: | Vice President | |
| THE BANK OF NOVA SCOTIA
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Director | |
| BARCLAYS BANK PLC
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Director | |
| CREDIT SUISSE, CAYMAN ISLANDS BRANCH
as a Lender, | ||
| by
|
/s/ ▇▇▇▇ ▇’▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇’▇▇▇▇ | |
| Title: | Director | |
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
| FIFTH THIRD BANK | ||
| as a Lender, | ||
| by
|
/s/ ▇▇▇▇ ▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇ | |
| Title: | Assistant Vice President | |
| HSBC BANK USA, NATIONAL ASSOCIATION
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | First Vice President | |
| BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| /s/ ▇▇▇▇▇▇ ▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇ | |
| Title: | Director | |
| CALLIDUS DEBT PARTNERS CLO FUND II, LTD. | ||
| By: Its Collateral Manager, Callidus Capital Management, LLC | ||
|
as a Lender, | ||
| by
|
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Principal | |
| CALLIDUS DEBT PARTNERS CLO FUND III LTD. | ||
| By: Its Collateral Manager, Callidus Capital Management, LLC | ||
|
as a Lender, | ||
| by
|
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Principal | |
| NATIXIS
as a Lender,
| ||
| by
|
/s/ PIETER VAN TULDER | |
| Name: | Pieter van Tulder | |
| Title: | Managing Director | |
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Title: | Associate | |
| NATIONAL CITY BANK | ||
| as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Senior Vice President | |
| OCTAGON INVESTMENT PARTNERS V, LTD. | ||
| By: Octagon Credit Investors, LLC | ||
| as Portfolio Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Senior Portfolio Manager | |
| OCTAGON INVESTMENT PARTNERS VII, LTD. | ||
| By: Octagon Credit Investors, LLC as Collateral Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Senior Portfolio Manager | |
| BRIDGEPORT CLO LTD. | ||
| By: Deerfield Capital Management LLC as its Collateral Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| BRIDGEPORT CLO II LTD. | ||
| By: Deerfield Capital Management LLC as its Collateral Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| CUMBERLAND II CLO LTD. | ||
| By: Deerfield Capital Management LLC as its Collateral Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| MARQUETTE PARK CLO LTD. | ||
| By: Deerfield Capital Management LLC as its Collateral Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| THE ROYAL BANK OF SCOTLAND | ||
| as a Lender, | ||
| by
|
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Director, Portfolio Manager | |
| ▇▇▇▇▇ FARGO BANK, N.A.
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇ ▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇ | |
| Title: | Vice President | |
| BANK OF AMERICA, N.A.
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Senior Vice President | |
| BANCO ESPÍRITO SANTO, S.A. – NEW YORK BRANCH
as a Lender, | ||
| by
|
/s/ ▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Vice President | |
| /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: | Vice President | |
| GREYROCK CDO LTD. | ||
| By: Aladdin Capital Management LLC as Manager
as a Lender,
| ||
| by
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| LANDMARK III CDO LIMITED | ||
| By: Aladdin Capital Management LLC as Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| LANDMARK IV CDO LIMITED | ||
| By: Aladdin Capital Management LLC as Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| LANDMARK VI CDO LTD | ||
| By: Aladdin Capital Management LLC as Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| LANDMARK VIII CLO LTD | ||
| By: Aladdin Capital Management LLC | ||
| as Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| COLUMBUS PARK CDO LTD. | ||
| By: GSO / Blackstone Debt Funds Management LLC | ||
| as Collateral Manager
as a Lender, | ||
|
by
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| ESSEX PARK CDO LTD. | ||
| By: Blackstone Debt Advisors L.P. as Collateral Manager
as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| LAFAYETTE SQUARE CDO LTD. | ||
| By: Blackstone Debt Advisors L.P. as Collateral Manager
as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| LOAN FUNDING VI LLC, | ||
| for itself or as agent for Corporate Loan Funding VI LCC | ||
|
as a Lender, | ||
| by
|
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| MONUMENT PARK CDO LTD. | ||
| By: Blackstone Debt Advisors L.P. as Collateral Manager
as a Lender,
| ||
| by
|
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| UNION SQUARE CDO LTD. | ||
| By: Blackstone Debt Advisors L.P. as Collateral Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| RIVERSIDE PARK CLO LTD. | ||
| By: GSO / Blackstone Debt Funds Management LLC | ||
| as Collateral Manager
as a Lender, | ||
|
by
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| ING INVESTMENT MANAGEMENT CLO I, LTD.
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Vice President | |
| ING INVESTMENT MANAGEMENT CLO II, LTD. | ||
| as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Vice President | |
| ING INVESTMENT MANAGEMENT CLO IV, LTD.
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Vice President | |
| ING INTERNATIONAL II SENIOR BANK LOANS EURO
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Vice President | |
| ALZETTE EUROPEAN CLO S.A. | ||
| By: INVESCO Senior Secured Management, Inc. | ||
| as Collateral Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| AVALON CAPITAL LTD. 3 | ||
| By: INVESCO Senior Secured Management, Inc. as Asset Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| BELHURST CLO LTD. | ||
| By: INVESCO Senior Secured Management, Inc. as Collateral Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| BLT 2009 – 1 LTD. | ||
| By: INVESCO Senior Secured Management, Inc. as Collateral Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| CHAMPLAIN CLO, LTD. | ||
| By: INVESCO Senior Secured Management, Inc. as Collateral Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| LIMEROCK CLO I | ||
| By: INVESCO Senior Secured Management, Inc. as Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| MOSELLE CLO S.A. | ||
| By: INVESCO Senior Secured Management, Inc. as Collateral Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| NAUTIQUE FUNDING LTD. | ||
| By: INVESCO Senior Secured Management, Inc. as Collateral Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| SAGAMORE CLO LTD. | ||
| By: INVESCO Senior Secured Management, Inc. as Collateral Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| SARATOGA CLO I, LIMITED | ||
| By: INVESCO Senior Secured Management, Inc. as the Asset Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| WASATCH CLO LTD | ||
| By: INVESCO Senior Secured Management, Inc. as Portfolio Manager
as a Lender,
| ||
| by
|
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| FM LEVERAGED CAPITAL FUND II | ||
| By: GSO/BLACKSTONE Debt Funds Management LLC as Subadviser to FriedbergMilstein LLC
as a Lender,
| ||
| by
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| ▇▇▇▇ FORCE 1 CLO, LTD | ||
| By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
as a Lender,
| ||
| by
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| ▇▇▇▇ FORCE 3 CLO, LTD | ||
| By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
as a Lender,
| ||
| by | ||
| /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| ▇▇▇▇ FORCE 4 CLO, LTD | ||
| By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| ▇▇▇▇▇▇ STRAITS CLO 2004, LTD. | ||
| By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
as a Lender,
| ||
| by | ||
| /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| TRIBECA PARK CLO LTD. | ||
| By: GSO / Blackstone Debt Funds Management LLC | ||
| as Collateral Manager
as a Lender,
| ||
| by
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| GULF STREAM-COMPASS CLO 2005-I, LTD | ||
| By: Gulf Stream Asset Management LLC | ||
| as Collateral Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Credit Fund Portfolio Manager | |
| GULF STREAM-RASHINBAN CLO 2006-1 LTD. | ||
| By: Gulf Stream Asset Management, LLC | ||
| as Collateral Manager
as a Lender, | ||
| by
|
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Credit Fund Portfolio Manager | |
| GULF STREAM-COMPASS CLO 2007, LTD. | ||
| By: Gulf Stream Asset Management, LLC as Collateral Manager | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Credit Fund Portfolio Manager | |
| NEPTUNE FINANCE CCS, LTD. | ||
| By: Gulf Stream Asset Management LLC as Collateral Manager | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Credit Fund Portfolio Manager | |
| HSBC BANK PLC | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Relationship Manager | |
| IKB CAPITAL CORPORATION
as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | President | |
| GRAND CENTRAL ASSET TRUST LBAM SERIES | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Attorney-In-Fact | |
| KINGSLAND I, LTD. | ||
| By: Kingsland Capital Management, LLC as Manager | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Principal | |
| KINGSLAND II, LTD. | ||
| By: Kingsland Capital Management, LLC as Manager | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Principal | |
| KINGSLAND III, LTD. | ||
| By: Kingsland Capital Management, LLC as Manager | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Principal | |
| KINGSLAND IV, LTD. | ||
| By: Kingsland Capital Management, LLC as Manager | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Principal | |
| KINGSLAND V, LTD. | ||
| By: Kingsland Capital Management, LLC as Manager | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Principal | |
| KKR FINANCIAL CLO 2005-1, LTD. | ||
| KKR FINANCIAL CLO 2005-2, LTD. | ||
| KKR FINANCIAL CLO 2006-1, LTD. | ||
| KKR FINANCIAL CLO 2007-1, LTD. | ||
| KKR FINANCIAL CLO 2007-A, LTD. | ||
| KKR DEBT INVESTORS II (2006) (IRELAND) L.P. | ||
| OREGON PUBLIC EMPLOYEES RETIREMENT FUND KKR FI PARTNERS I L.P. | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| ROSEDALE CLO II LTD | ||
| By: Princeton Advisory Group, Inc. the Collateral Manager | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
| ROSEDALE CLO LTD. | ||
| By: Princeton Advisory Group, Inc. the Collateral Manager | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
| TRIMARAN CLO IV LTD | ||
| By: Trimaran Advisors, L.L.C. | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| TRIMARAN CLO V LTD | ||
| By: Trimaran Advisors, L.L.C. | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| FIRST FINANCIAL BANK | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇ ▇▇▇▇▇ | ||
| Name: | ▇▇▇ ▇▇▇▇▇ | |
| Title: | Vice President | |
| ACAS CLO 2007-1 LTD. | ||
| By: American Capital Asset Management as Portfolio Manager | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. | ||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. | |
| Title: | Authorized Signatory | |
| AF III US BD HOLDINGS, LP
as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
| AVENUE CLO FUND, LIMITED
as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Title: | Portfolio Manager | |
| AVENUE CLO V, LIMITED | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Title: | Portfolio Manager | |
| AVENUE CLO VI, LIMITED
as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Title: | Portfolio Manager | |
| DEL MAR CLO I, LTD. | ||
| By: ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Capital Management, LLC as Collateral Manager | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: | Managing Director | |
| DENALI CAPITAL LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO V, LTD., or an affiliate
as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Chief Credit Officer | |
| DENALI CAPITAL LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO VI, LTD., or an affiliate | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Chief Credit Officer | |
| DENALI CAPITAL LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO VII, LTD., or an affiliate
as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Chief Credit Officer | |
| ▇▇▇▇▇ STREET CLO I, LTD. | ||
| By: ▇▇▇▇▇▇ ▇▇▇▇▇ Capital LLC | ||
| as Collateral Manager | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| ▇▇▇▇▇ STREET CLO II, LTD. | ||
| By: ▇▇▇▇▇▇ ▇▇▇▇▇ Capital LLC | ||
| as Collateral Manager
as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| ▇▇▇▇▇ STREET CLO III, LTD. | ||
| By: ▇▇▇▇▇▇ ▇▇▇▇▇ Capital LLC as Collateral Manager | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| ▇▇▇▇▇ STREET CLO IV, LTD. | ||
| By: ▇▇▇▇▇▇ ▇▇▇▇▇ Capital LLC as Collateral Manager | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| ▇▇▇▇▇ STREET CLO V, LTD. | ||
| By: ▇▇▇▇▇▇ ▇▇▇▇▇ Capital LLC, as Manager | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| FLOATING RATE SENIOR LOAN FUNDING I LLC | ||
| By: ▇▇▇▇▇ Capital Management LLC | ||
| as Collateral Manager
as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Designated Signatory | |
| OLYMPIC CLO I,
as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Co-President | |
| SHASTA CLO I
as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Co-President | |
| SIERRA CLO II
as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Co-President | |
| WHITNEY CLO I | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Co-President | |
| SAN ▇▇▇▇▇▇▇ CLO I
as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| Title: | Co-President | |
| COLUMBUSNOVA CLO LTD. 2006-I
as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Director | |
| COLUMBUSNOVA CLO LTD. 2006-II
as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Director | |
| CREDIT SUISSE LOAN FUNDING LLC | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| /s/ ▇▇▇▇▇▇ ▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇ | |
| Title: | Authorized Signatory | |
| SILVER CREST CNBA LOAN FUNDING LLC
as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Attorney-In-Fact | |
| ▇▇▇▇ RIDGE CLO PLUS LTD. | ||
| By: Deerfield Capital Management LLC | ||
| as its Collateral Manager
as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| MARKET SQUARE CLO LTD. | ||
| By: Deerfield Capital Management LLC | ||
| as its Collateral Manager | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| SCHILLER PARK CLO LTD. | ||
| By: Deerfield Capital Management LLC | ||
| as its Collateral Manager
as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| DFR MIDDLE MARKET CLO LTD.
as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| GENESIS CLO 2007-1 LTD. | ||
| By: Ore Hill Partners LLC | ||
| its Investment Advisor
as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ESQ. | ||
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq. | |
| Title: | General Counsel, Ore Hill Partners LLC | |
| ERSTE GROUP BANK AG | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: |
Director | |
| /s/ ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Name: |
▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: |
Executive Director | |
| BALLYROCK CLO 2006-1 LTD, | ||
| By: Ballyrock Investment Advisors LLC | ||
| as Collateral Manager | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||
| Name: |
▇▇▇▇ ▇▇▇▇▇ | |
| Title: |
Assistant Treasurer | |
| BALLYROCK CLO III LTD, | ||
| By: Ballyrock Investment Advisors LLC | ||
| as Collateral Manager | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||
| Name: |
▇▇▇▇ ▇▇▇▇▇ | |
| Title: |
Assistant Treasurer | |
| BALLYROCK CLO 2006-2 LTD, | ||
| By: Ballyrock Investment Advisors LLC | ||
| as Collateral Manager | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Assistant Treasurer | |
| FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY FLOATING RATE CENTRAL INVESTMENT PORTFOLIO | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Vice President | |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P. | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| HILLMARK FUNDING LTD., | ||
| By: Hillmark Capital Management, L.P. | ||
| as Collateral Manager | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |
| Title: | Chairman | |
| ▇▇▇▇▇▇ ▇▇▇▇ FUNDING I LTD. | ||
| By: Hillmark Capital Management, L.P | ||
| as Collateral Manager | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |
| Title: | Chairman | |
| BACCHUS (U.S.) 2006-1 LTD. | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | President | |
| APOSTLE ▇▇▇▇▇▇ ▇▇▇▇▇▇ SENIOR LOAN FUND | ||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, L.P. | ||
| its Investment Manager | ||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, Incorporated | ||
| its General Partner | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
| APOSTLE ▇▇▇▇▇▇ ▇▇▇▇▇▇ CREDIT OPPORTUNITIES FUND | ||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, L.P. | ||
| its Investment Manager | ||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, Incorporated | ||
| its General Partner | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ CAYMAN LEVERAGED SENIOR LOAN FUND LTD. | ||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, L.P. | ||
| its Investment Manager | ||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, Incorporated | ||
| its General Partner | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ CLO I, LTD. | ||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, L.P. | ||
| its Collateral Manager | ||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, Incorporated | ||
| its General Partner | ||
| as a Lender, | ||
| by |
||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ LEVERAGED SENIOR LOAN FUND LTD. | ||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, L.P. | ||
| its Investment Manager | ||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, Incorporated | ||
| its General Partner | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
| THE ▇▇▇▇▇▇ ▇▇▇▇▇▇ SENIOR LOAN FUND, LLC | ||
| By: ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company, L.P. | ||
| its Managing Member | ||
| By: ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company, Incorporated | ||
| its General Partner | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
| THE ▇▇▇▇▇▇ ▇▇▇▇▇▇ SENIOR LOAN FUND II LLC | ||
| By: ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company, L.P. | ||
| its Managing Member | ||
| By: ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company, Incorporated | ||
| its General Partner | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
| NATIXIS ▇▇▇▇▇▇ ▇▇▇▇▇▇ SENIOR LOAN FUND | ||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, L.P. | ||
| its Investment Manager | ||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, Incorporated | ||
| its General Partner | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
| CONFLUENT 4 LIMITED, | ||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, L.P. | ||
| as Sub-Manager | ||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, Incorporated | ||
| its General Partner | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
| LATITUDE CLO III, LTD | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Senior Vice President | |
| LCM II LIMITED PARTNERSHIP | ||
| By: Lyon Capital Management LLC | ||
| as Collateral Manager | ||
| as a Lender, | ||
| by | ||
| /s/ FARBOUD TAVANGAR | ||
| Name: | Farboud Tavangar | |
| Title: | Senior Portfolio Manager | |
| LCM III LTD. | ||
| By: Lyon Capital Management LLC | ||
| as Collateral Manager | ||
| as a Lender, | ||
| by | ||
| /s/ FARBOUD TAVANGAR | ||
| Name: | Farboud Tavangar | |
| Title: | Senior Portfolio Manager | |
| LCM IV LTD. | ||
| By: Lyon Capital Management LLC | ||
| as Collateral Manager | ||
| as a Lender, | ||
| by | ||
| /s/ FARBOUD TAVANGAR | ||
| Name: | Farboud Tavangar | |
| Title: | Senior Portfolio Manager | |
| LCM V LTD. | ||
| By: Lyon Capital Management LLC | ||
| as Collateral Manager, | ||
| as a Lender, | ||
| by | ||
| /s/ FARBOUD TAVANGAR | ||
| Name: | Farboud Tavangar | |
| Title: | Senior Portfolio Manager | |
| LCM VI, LTD. | ||
| By: Lyon Capital Management LLC | ||
| as Collateral Manager | ||
| as a Lender, | ||
| by | ||
| /s/ FARBOUD TAVANGAR | ||
| Name: | Farboud Tavangar | |
| Title: | Senior Portfolio Manager | |
| MSIM PECONIC BAY, LTD. | ||
| By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Inc. | ||
| as Collateral Manager | ||
| as a Lender | ||
| by | ||
| /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇. | ||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇. | |
| Title: | Executive Director | |
| PPM AMERICA, INC., as Attorney-in-fact, on behalf of ▇▇▇▇▇▇▇ NATIONAL INSURANCE COMPANY | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| CANNINGTON FUNDING LTD. | ||
| By: Silvermine Capital Management LLC | ||
| as Investment Manager | ||
| as a Lender, | ||
| by | ||
| /s/ G. ▇▇▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | G. ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Managing Director | |
| ▇▇▇▇▇▇▇▇ FUNDING LTD | ||
| By: Silvermine Capital Management LLC | ||
| as Collateral Manager | ||
| as a Lender, | ||
| by | ||
| /s/ G. ▇▇▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | G. ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Managing Director | |
| GREENS CREEK FUNDING LTD. | ||
| By: Silvermine Capital Management LLC | ||
| as Investment Manager | ||
| as a Lender, | ||
| by | ||
| /s/ G. ▇▇▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | G. ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Managing Director | |
| LOAN FUNDING XIII LLC for itself or as agent for Corporate Funding XIII | ||
| as a Lender, | ||
| by | ||
| /s/ G. ▇▇▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | G. ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Managing Director | |
| ECP CLO 2008-1, LTD | ||
| By: Silvermine Capital Management LLC | ||
| as Portfolio Manager | ||
| as a Lender, | ||
| by | ||
| /s/ G. ▇▇▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | G. ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Managing Director | |
| TRIMARAN CLO VI LTD | ||
| By: Trimaran Advisors, L.L.C. | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| TRIMARAN CLO VII LTD | ||
| By: Trimaran Advisors, L.L.C. | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | |
| Title: | Managing Director | |
| WHITEHORSE I, LTD. | ||
| By: WhiteHorse Capital Partners, L.P., as Collateral Manager | ||
| By: WhiteRock Asset Advisor, LLC, its G.P. | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, CFA | ||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, CFA | |
| Title: | Portfolio Manager | |
| WHITEHORSE V, LTD., | ||
| By: WhiteHorse Capital Partners, L.P., as Collateral Manager | ||
| By: WhiteRock Asset Advisor, LLC, its G.P. | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, CFA | ||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, CFA | |
| Title: | Portfolio Manager | |
| COLUMBUSNOVA CLO LTD. 2007-I | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Director | |
| COLUMBUSNOVA CLO IV LTD. 2007-II | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Director | |
| BANK OF HAWAII | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇▇ ▇. ▇▇ | ||
| Name: | ▇▇▇▇▇ ▇. ▇▇ | |
| Title: | Vice President | |
| LIGHTPOINT CLO III, LTD. | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| LIGHTPOINT CLO IV, LTD. | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| LIGHTPOINT CLO V, LTD. | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
| LIGHTPOINT CLO VIII, LTD. | ||
| as a Lender, | ||
| by | ||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
SCHEDULE I
Tranche 2 Domestic
Revolving Lenders, Commitments and Loans
| Tranche 2 Domestic Revolving Lender |
Domestic Revolving Credit Commitments/Loans converted into Tranche 2 Domestic Revolving Credit Commitments/Loans | ||
| BANK OF AMERICA, N.A. |
$ | 23,432,500 | |
| THE BANK OF NOVA SCOTIA |
$ | 15,166,667 | |
| BARCLAYS BANK PLC |
$ | 28,500,000 | |
| BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH |
$ | 15,000,000 | |
| CREDIT SUISSE, CAYMAN ISLANDS BRANCH |
$ | 9,002,500 | |
| FIRST TENNESSEE BANK N.A. |
$ | 4,333,334 | |
| HSBC BANK USA, NATIONAL ASSOCIATION |
$ | 13,000,000 | |
| NATIXIS |
$ | 13,333,333 | |
| ▇▇▇▇▇ FARGO BANK, N.A. |
$ | 12,805,000 | |
| Total: |
$ | 134,573,334 | |
SCHEDULE II
Tranche 2 Multicurrency
Revolving Lenders, Commitments and Loans
| Tranche 2 Multicurrency Revolving Lender |
Multicurrency Revolving Credit Commitments/Loans converted into Tranche 2 Multicurrency Revolving Credit Commitments/Loans | ||
| BANK OF AMERICA, N.A. |
$ | 13,850,000 | |
| CREDIT SUISSE, CAYMAN ISLANDS BRANCH |
$ | 31,150,000 | |
| Total: |
$ | 45,000,000 | |
SCHEDULE III
Tranche 2 U.K.
Revolving Lenders, Commitments and Loans
| Tranche 2 U.K. Revolving Lender |
U.K. Revolving Credit Commitments/Loans converted into Tranche 2 U.K. Revolving Credit Commitments/Loans | ||
| BANK OF AMERICA, N.A. |
$ | 10,600,000 | |
| HSBC BANK USA, NATIONAL ASSOCIATION |
$ | 5,000,000 | |
| ▇▇▇▇▇ FARGO BANK, N.A. |
$ | 5,300,000 | |
| Total: |
$ | 20,900,000.00 | |
SCHEDULE IV-A
Tranche A-2 Lenders and Loans
| Tranche A-2 Lender |
Tranche A Loans converted into Tranche A-2 Loans | ||
| BALLYROCK CLO 2006-1 LTD |
$ | 1,200,000.00 | |
| BALLYROCK CLO III LTD |
$ | 4,800,000.00 | |
| BANCO ESPIRITO SANTO, S.A., NEW YORK BRANCH |
$ | 3,587,392.78 | |
| BANK OF AMERICA, N.A. |
$ | 38,358,181.82 | |
| BANK OF HAWAII |
$ | 4,424,242.25 | |
| BARCLAYS BANK PLC |
$ | 39,685,454.53 | |
| BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH |
$ | 15,927,272.74 | |
| CREDIT SUISSE, CAYMAN ISLANDS BRANCH |
$ | 5,309,090.79 | |
| CREDIT SUISSE LOAN FUNDING LLC |
$ | 2,353,651.06 | |
| ERSTE GROUP BANK AG |
$ | 2,654,545.44 | |
| FIRST TENNESSEE BANK NA |
$ | 7,078,787.70 | |
| HSBC BANK USA, NATIONAL ASSOCIATION |
$ | 15,927,272.74 | |
| KKR FI PARTNERS I LP |
$ | 2,917,027.49 | |
| NATIONAL CITY BANK |
$ | 10,618,181.82 | |
| NATIXIS |
$ | 14,157,575.75 | |
| OCTAGON INVESTMENT PARTNERS VII, LTD. |
$ | 353,083.44 | |
| OCTAGON INVESTMENT PARTNERS V, LTD. |
$ | 1,412,333.73 | |
| OLYMPIC CLO I |
$ | 792,670.51 | |
| OREGON PUBLIC EMPLOYEE RETIREMENT FUND |
$ | 12,936,382.76 | |
| THE ROYAL BANK OF SCOTLAND |
$ | 32,650,909.09 | |
| SAN ▇▇▇▇▇▇▇ CLO I LTD |
$ | 792,670.51 | |
| SIERRA CLO II LTD |
$ | 792,670.51 | |
| SILVER CREST CBNA LOAN FUNDING LLC |
$ | 1,585,341.02 | |
| ▇▇▇▇▇ FARGO BANK, N.A. |
$ | 26,545,454.56 | |
| WHITNEY CLO I LTD |
$ | 1,585,341.02 | |
| Total: |
$ | 248,445,534 | |
SCHEDULE IV-B
Tranche A-2 Lenders and Loans
| Tranche A-2 Lender |
Domestic Revolving Credit Commitments/Loans converted into Tranche A-2 Loans | ||
| BANK OF AMERICA, N.A. |
$ | 12,617,500 | |
| THE BANK OF NOVA SCOTIA |
$ | 8,166,667 | |
| CREDIT SUISSE, CAYMAN ISLANDS BRANCH |
$ | 4,847,500 | |
| FIRST TENNESSEE BANK N.A. |
$ | 2,333,333 | |
| HSBC BANK USA, NATIONAL ASSOCIATION |
$ | 7,000,000 | |
| ▇▇▇▇▇ FARGO BANK, N.A. |
$ | 6,895,000 | |
| Total: |
$ | 41,860,000 | |
SCHEDULE V
Tranche A-3 Lenders and Loans
| Tranche A-3 Lender |
Tranche A-1 Loans converted into Tranche A-3 Loans | ||
| ALZETTE EUROPEAN CLO S.A. |
$ | 416,137 | |
| AVALON CAPITAL LTD. 3 |
$ | 2,409,988 | |
| THE BANK OF NOVA SCOTIA |
$ | 5,734,167 | |
| BARCLAYS BANK PLC |
$ | 36,043,333 | |
| BELHURST CLO LTD. |
$ | 1,912,754 | |
| BLT 2009-1LTD. |
$ | 997,745 | |
| CALLIDUS DEBT PARTNERS CLO FUND II, LTD. |
$ | 1,228,750 | |
| CALLIDUS DEBT PARTNERS CLO FUND III LTD. |
$ | 409,583 | |
| CHAMPLAIN CLO, LTD. |
$ | 1,724,346 | |
| COLUMBUS PARK CDO LTD. |
$ | 3,276,667 | |
| COLUMBUSNOVA CLO IV LTD. 2007-II |
$ | 1,638,333 | |
| DENALI CAPITAL CLO V, LTD. |
$ | 675,813 | |
| DENALI CAPITAL CLO VI, LTD. |
$ | 675,813 | |
| DENALI CAPITAL CLO VII, LTD. |
$ | 696,292 | |
| ESSEX PARK CDO LTD. |
$ | 491,500 | |
| FIFTH THIRD BANK |
$ | 8,191,667 | |
| FIRST TENNESSEE BANK NA |
$ | 1,638,333 | |
| FM LEVERAGED CAPITAL FUND II |
$ | 1,146,833 | |
| ▇▇▇▇ FORCE 1 CLO, LTD. |
$ | 1,638,333 | |
| ▇▇▇▇ FORCE 3 CLO, LTD. |
$ | 819,167 | |
| ▇▇▇▇ FORCE 4 CLO, LTD. |
$ | 819,167 | |
| GRAND CENTRAL ASSET TRUST LBAM SERIES |
$ | 1,228,750 | |
| GREYROCK CDO LTD. |
$ | 819,167 | |
| GULF STREAM COMPASS CLO 2005-1, LTD. |
$ | 1,228,750 | |
| Tranche A-3 Lender |
Tranche A-1 Loans converted into Tranche A-3 Loans | ||
| HSBC BANK PLC |
$ | 15,564,167 | |
| HSBC BANK USA, NATIONAL ASSOCIATION |
$ | 20,479,167 | |
| ▇▇▇▇▇▇ STRAITS CLO 2004, LTD. |
$ | 819,167 | |
| IKB CAPITAL CORPORATION |
$ | 3,276,667 | |
| ING INVESTMENT MANAGEMETN CLO II, LTD. |
$ | 341,319 | |
| ING INVESTMENT MANAGEMENT CLO I, LTD. |
$ | 511,979 | |
| ING INVESTMENT MANAGEMENT CLO IV, LTD. |
$ | 511,979 | |
| LAFAYETTE SQUARE CDO LTD. |
$ | 819,167 | |
| LANDMARK III CDO LIMITED |
$ | 1,638,333 | |
| LANDMARK IV CDO LIMITED |
$ | 1,638,333 | |
| LANDMARK VI CDO LTD. |
$ | 819,167 | |
| LANDMARK VIII CLO LTD. |
$ | 819,167 | |
| LIGHTPOINT CLO III, LTD. |
$ | 819,167 | |
| LIGHTPOINT CLO V, LTD. |
$ | 819,167 | |
| LIGHTPOINT CLO VIII, LTD. |
$ | 1,638,333 | |
| LIMEROCK CLO I |
$ | 1,436,818 | |
| LOAN FUNDING VI LLC |
$ | 819,167 | |
| MONUMENT PARK CDO LTD. |
$ | 819,167 | |
| MOSELLE CLO S.A. |
$ | 933,850 | |
| NAUTIQUE FUNDING LTD. |
$ | 2,073,311 | |
| NEPTUNE FINANCE CCS, LTD. |
$ | 1,228,750 | |
| RIVERSIDE PARK CLO LTD. |
$ | 819,167 | |
| ROSEDALE CLO II LTD. |
$ | 819,167 | |
| ROSEDALE CLO LTD. |
$ | 819,167 | |
| THE ROYAL BANK OF SCOTLAND |
$ | 36,043,333 | |
| SAGAMORE CLO LTD. |
$ | 1,132,088 | |
| SARATOGA CLO I, LIMITED |
$ | 611,098 | |
| Tranche A-3 Lender |
Tranche A-1 Loans converted into Tranche A-3 Loans | ||
| TRIBECA PARK CLO LTD. |
$ | 2,457,500 | |
| TRIMARAN CLO IV LTD. |
$ | 1,228,750 | |
| TRIMARAN CLO V LTD. |
$ | 1,228,750 | |
| UNION SQUARE CDO LTD. |
$ | 819,167 | |
| WASATCH CLO LTD. |
$ | 2,735,198 | |
| ▇▇▇▇▇ FARGO BANK, N.A. |
$ | 14,745,000 | |
| Total: |
$ | 197,146,111 | |
SCHEDULE VI-A
Tranche B-1 Lenders and Loans
| Tranche B-1 Lender |
Tranche B Loans converted into Tranche B-1 Loans | ||
| ACAS CLO 2007-1 LTD. |
$ | 4,393,727 | |
| APOSTLE ▇▇▇▇▇▇ ▇▇▇▇▇▇ CREDIT OPPORTUNITIES FUND |
$ | 2,250,353 | |
| APOSTLE ▇▇▇▇▇▇ ▇▇▇▇▇▇ SENIOR LOAN FUND |
$ | 1,540,498 | |
| AVENUE CLO FUND, LIMITED |
$ | 1,715,455 | |
| AVENUE CLO V, LIMITED |
$ | 4,280,016 | |
| AVENUE CLO VI, LIMITED |
$ | 4,288,636 | |
| BACCHUS (U.S.) 2006-I LTD. |
$ | 3,430,909 | |
| BALLYROCK CLO 2006-1 LTD. |
$ | 1,965,625 | |
| BALLYROCK CLO 2006-2 LTD. |
$ | 1,909,623 | |
| BANCO ESPIRITO SANTO, S.A. - NEW YORK BRANCH |
$ | 4,288,636 | |
| BRIDGEPORT CLO II LTD. |
$ | 2,179,632 | |
| BRIDGEPORT CLO LTD. |
$ | 2,000,000 | |
| ▇▇▇▇ RIDGE CLO PLUS LTD. |
$ | 1,715,455 | |
| CANNINGTON FUNDING LTD. |
$ | 4,527,773 | |
| COLUMBUSNOVA CLO LTD. 2006-I |
$ | 1,715,455 | |
| COLUMBUSNOVA CLO LTD. 2006-II |
$ | 3,002,045 | |
| COLUMBUSNOVA CLO LTD. 2007-1 |
$ | 3,002,045 | |
| ▇▇▇▇▇▇▇▇ FUNDING LTD. |
$ | 4,632,880 | |
| CONFLUENT 4 LIMITED |
$ | 1,292,466 | |
| CREDIT SUISSE LOAN FUNDING LLC |
$ | 3,564,297 | |
| CUMBERLAND II CLO LTD. |
$ | 1,000,000 | |
| DEL MAR CLO I, LTD. |
$ | 2,828,999 | |
| DFR MIDDLE MARKET CLO LTD. |
$ | 1,342,930 | |
| Tranche B-1 Lender |
Tranche B Loans converted into Tranche B-1 Loans | ||
| ▇▇▇▇▇ STREET CLO I, LTD. |
$ | 1,394,318 | |
| ▇▇▇▇▇ STREET CLO II, LTD. |
$ | ▇▇▇,▇▇▇ | |
| ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, LTD. |
$ | 2,538,636 | |
| ▇▇▇▇▇ STREET CLO IV, LTD. |
$ | 586,112 | |
| ▇▇▇▇▇ STREET CLO V, LTD. |
$ | 1,221,272 | |
| ECP CLO 2008-1, LTD. |
$ | 6,927,261 | |
| FIDELITY CENTRAL INVESTMENT PORTFOLIO LLC: FIDELITY FLOATING RATE CENTRAL INVESTMENT PORTFOLIO |
$ | 8,577,273 | |
| FIRST FINANCIAL BANK |
$ | 1,715,455 | |
| FLOATING RATE SENIOR LOAN FUNDING I LLC |
$ | 3,644,266 | |
| GENESIS CLO 2007-1 LTD. |
$ | 8,327,282 | |
| ▇▇▇▇▇▇▇ SACHS CREDIT PARTNERS L.P. |
$ | 857,727 | |
| GREENS CREEK FUNDING LTD. |
$ | 4,489,628 | |
| GULF STREAM-RASHINBAN CLO 2006-1 LTD. |
$ | 2,573,182 | |
| GULF STREAM-COMPASS CLO 2007, LTD. |
$ | 2,573,182 | |
| HILLMARK FUNDING |
$ | 3,555,994 | |
| IKB CAPITAL CORPORATION |
$ | 5,005,487 | |
| ING INTERNATIONAL II SENIOR BANK LOANS EURO |
$ | 1,293,056 | |
| ▇▇▇▇▇▇▇ NATIONAL LIFE INSURANCE COMPANY |
$ | 4,288,636 | |
| KINGSLAND I, LTD. |
$ | 1,098,973 | |
| KINGSLAND II, LTD. |
$ | 1,090,344 | |
| KINGSLAND III, LTD. |
$ | 1,715,455 | |
| KINGSLAND IV, LTD. |
$ | 1,056,751 | |
| KINGSLAND V, LTD. |
$ | 1,093,926 | |
| KKR DEBT INVESTORS II (2006) (IRELAND) L.P. |
$ | 6,313,494 | |
| Tranche B-1 Lender |
Tranche B Loans converted into Tranche B-1 Loans | ||
| KKR FI PARTNERS I L.P. |
$ | 3,599,178 | |
| KKR FINANCIAL CLO 2005-1, LTD. |
$ | 7,326,420 | |
| KKR FINANCIAL CLO 2005-2, LTD. |
$ | 14,190,586 | |
| KKR FINANCIAL CLO 2006-1, LTD. |
$ | 2,151,822 | |
| KKR FINANCIAL CLO 2007-1, LTD. |
$ | 4,640,262 | |
| KKR FINANCIAL CLO 2007-A, LTD. |
$ | 6,694,594 | |
| LATITUDE CLO III, LTD. |
$ | 2,573,182 | |
| LCM III, LTD. |
$ | 2,144,318 | |
| LCM IV, LTD. |
$ | 3,002,045 | |
| LCM V LTD. |
$ | 4,288,636 | |
| LCM VI, LTD. |
$ | 3,430,909 | |
| LIGHTPOINT CLO IV, LTD. |
$ | 514,636 | |
| LIGHTPOINT CLO V, LTD. |
$ | 3,430,909 | |
| LIGHTPOINT CLO VIII, LTD. |
$ | 3,430,909 | |
| LOAN FUNDING XIII |
$ | 6,347,801 | |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ CAYMAN LEVERAGED SENIO LOAN FUND LTD. |
$ | 604,548 | |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ CLO I, LTD. |
$ | 2,000,000 | |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ LEVERAGED SENIOR LOAN FUND LTD. |
$ | 1,530,161 | |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ SENIOR LOAN FUND II LLC |
$ | 1,727,973 | |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ SENIOR LOAN FUND, LLC |
$ | 4,891,328 | |
| LCM II LIMITED PARTNERSHIP |
$ | 3,002,045 | |
| MARKET SQUARE CLO LTD. |
$ | 1,286,591 | |
| MARQUETTE PARK CLO LTD. |
$ | 1,000,000 | |
| MSIM PECONIC BAY, LTD. |
$ | 2,573,182 | |
| Tranche B-1 Lender |
Tranche B Loans converted into Tranche B-1 Loans | ||
| NATIONAL CITY BANK |
$ | 4,288,636 | |
| NATIXIS ▇▇▇▇▇▇ ▇▇▇▇▇▇ SENIOR LOAN FUND |
$ | 1,337,375 | |
| OLYMPIC CLO I |
$ | 2,573,182 | |
| OREGON PUBLIC EMPLOYEE RETIREMENT FUND |
$ | 14,551,804 | |
| ROSEDALE CLO II LTD. |
$ | 2,701,090 | |
| ROSEDALE CLO LTD. |
$ | 985,636 | |
| SAN ▇▇▇▇▇▇▇ CLO I |
$ | 3,791,718 | |
| SCHILLER PARK CLO, LTD. |
$ | 2,715,455 | |
| SHASTA CLO I |
$ | 5,146,364 | |
| SIERRA CLO II |
$ | 4,717,500 | |
| ▇▇▇▇▇▇ ▇▇▇▇ FUNDING I LTD. |
$ | 3,555,994 | |
| TRIMARAN CLO IV LTD. |
$ | 4,073,182 | |
| TRIMARAN CLO V LTD. |
$ | 3,805,994 | |
| TRIMARAN CLO VI LTD. |
$ | 4,805,994 | |
| TRIMARAN CLO VII LTD. |
$ | 8,146,364 | |
| WHITEHORSE I, LTD. |
$ | 857,727 | |
| WHITEHORSE V, LTD. |
$ | 3,430,909 | |
| WHITNEY CLO I |
$ | 3,859,773 | |
| Total: |
$ | 296,926,215 | |
SCHEDULE VI-B
Tranche B-1 Lenders and Loans
None.
SCHEDULE VII
Subsidiary Guarantors
CB Holdco, Inc.
CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investors, Inc.
CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investors, L.L.C.
CB ▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc.
CB/TCC Holdings LLC
CB/TCC, LLC
CBRE Capital Markets of Texas, LP
CBRE Capital Markets, Inc.
CBRE Technical Services, LLC
CBRE/LJM Mortgage Company L.L.C.
CBRE/LJM-Nevada, Inc.
HoldPar A
HoldPar B
Insignia/ESG Capital Corporation
The ▇▇▇▇▇▇▇▇▇ Company, Inc.
▇▇▇▇▇▇▇▇ ▇▇▇▇ Company
▇▇▇▇▇▇▇▇ ▇▇▇▇ Services, Inc.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Inc.
Westmark Real Estate Acquisition Partnership, L.P.
SCHEDULE VIII
Subsidiary Guarantors
▇▇ ▇▇▇▇▇▇▇, Inc.
TCCT Real Estate, Inc.
TCDFW, Inc.
