Portions of this agreement have been omitted and separately filed with the SEC with a request for confidential treatment. The location of those omissions have been noted by [**].
Exhibit 10.33
Portions of this agreement have been omitted and separately filed with the SEC with a request for confidential treatment. The location of those omissions have been noted by [**].
Execution Version
FIRST AMENDMENT
FIRST AMENDMENT, dated as of December 21, 2010 (this “First Amendment”), to the CREDIT AGREEMENT, dated as of December 31, 2009 (the “Credit Agreement”), among (a) XXXXXX ANIMAL HEALTH SUPPLY, LLC, a Delaware limited liability company (the “Borrower”), (b) the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”) and (c) JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement;
WHEREAS, the Borrower intends to consummate the Armadillo Acquisition (as defined below) and the Iguana Acquisition (as defined below) (collectively, the “Acquisitions”);
WHEREAS, the Borrower has requested that certain covenants in Section 7 and Section 8 of the Credit Agreement be amended to permit the Armadillo Acquisition, the Iguana Acquisition and certain transactions contemplated in connection with the Acquisitions;
WHEREAS, the Borrower has requested that Section 4.2(c) of the Credit Agreement be waived in order to provide funds for the Iguana Acquisition with respect to Excess Cash Flow for the fiscal year ending December 31, 2010;
WHEREAS, the Borrower has requested that certain other provisions of the Credit Agreement be amended and/or waived as set forth herein; and
WHEREAS, the Required Lenders are willing to agree to such amendments and to such waiver, in each case, on the terms set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Borrower, the Administrative Agent and the Required Lenders hereby agree as follows:
I. DEFINED TERMS
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
II. AMENDMENTS TO THE CREDIT AGREEMENT
A. Amendments to Section 1.1 (Defined Terms).
1. Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in proper alphabetical order:
“Armadillo”: the entity that will become a Subsidiary of the Borrower upon
consummation of the Armadillo Acquisition, which is engaged primarily in the business of the Vet Software Business.
“Armadillo Acquisition”: the acquisition by the Borrower or a Wholly Owned Subsidiary of approximately [**]% of the issued and outstanding Capital Stock of Armadillo in exchange for cash consideration in an amount not to exceed $[**] (based on [**]% being acquired) and the Armadillo Contributed Assets, with the Armadillo Sellers retaining not more [**]% of the issued and outstanding Capital Stock of Armadillo, on the terms and conditions set forth in the Armadillo Acquisition Agreement.
“Armadillo Acquisition Agreement”: a purchase agreement, expected to be dated no later than February 15, 2011, by and among the Armadillo Sellers, Armadillo, the Borrower and the other parties thereto.
“Armadillo Contributed Assets”: the property of the Borrower, consisting of its Vet Software Business to be contributed to Armadillo upon or after the consummation of the Armadillo Acquisition having a book value of $[**] or less in the aggregate as reasonably determined by the Borrower.
“Armadillo Sellers”: the sellers named in the Armadillo Acquisition Agreement.
“First Amendment”: the First Amendment to this Agreement, dated as of December 21, 2010, among the Borrower, the Administrative Agent and the other parties thereto.
“First Amendment Effective Date”: as defined in the First Amendment.
“Iguana”: the entity that will become a Subsidiary of the Borrower upon consummation of the Iguana Acquisition, which is engaged primarily in the business of the Vet Software Business.
“Iguana Acquisition”: the acquisition by the Borrower, a Wholly Owned Subsidiary or Armadillo of approximately [**]% or more of the issued and outstanding Capital Stock of Iguana in exchange for cash consideration in an amount currently estimated not to exceed $[**] (based on [**]% being acquired), including acquisition of any additional shares of Armadillo to equalize ownership with the Iguana Sellers, with the Iguana Sellers retaining directly or indirectly approximately [**]% (or less) of the issued and outstanding Capital Stock of Iguana, on the terms and conditions set forth in the Iguana Acquisition Agreement
“Iguana Acquisition Agreement”: a purchase agreement, expected to be dated no later than June 30, 2011, by and among the Iguana Sellers, Iguana, the Borrower and the other parties thereto.
“Iguana Sellers”: the sellers named in the Iguana Acquisition Agreement.
“Vet Software Business”: developing, marketing, distributing and maintaining veterinarian practice management and software solutions (including ancillary services) and, incidentally, selling office products and computer hardware to veterinarians.
2. The definition of “Consolidated EBITDA” is hereby amended by
[**] - Confidential or proprietary information redacted.
2
deleting the “and” immediately preceding clause (m) of such definition and inserting the following immediately before the semicolon at the end of clause (m):
“, and (n) any fees, costs and expenses accrued or payable in connection with the Armadillo Acquisition or the Iguana Acquisition or the entry into the First Amendment”
3. The definition of “Excess Cash Flow” is hereby amended by deleting the “and” immediately preceding clause (b)(vii) of such definition, inserting in lieu thereof “,” and inserting the following immediately before the period at the end of clause (vii):
“, and (viii) amounts paid pursuant to Sections 8.8(o) or (p) (less, if the Armadillo Acquisition is consummated in 2011 and not 2010, the portion of the amount paid in connection with the Iguana Acquisition in 2011 in an amount equal to what the Excess Cash Flow prepayment would have been for 2010 but for Section III of the First Amendment)”
B. Amendments to Section 7 (Affirmative Covenants).
1. Section 7.10(a) of the Credit Agreement is hereby amended by deleting the parenthetical therein in its entirety and substituting in lieu thereof the following:
“(other than (w) any property described in paragraph (c) or (d) below and any interest in real property, (x) any property subject to a Lien expressly permitted by Section 8.3(g) or 8.3(j), (y) property acquired by any Excluded Foreign Subsidiary and (z) any property of Armadillo and any property of Iguana, unless and until Armadillo or Iguana, as the case may be, becomes a Wholly Owned Subsidiary of the Borrower (at which time this exclusion shall no longer apply with respect to such property of such Wholly Owned Subsidiary))”
2. Section 7.10(b) of the Credit Agreement is hereby amended by deleting the second parenthetical therein in its entirety and substituting in lieu thereof the following:
“(other than (x) any such real property subject to a Lien expressly permitted by Section 8.3(g) or 8.3(j), (y) real property acquired by any Excluded Foreign Subsidiary and (z) any real property acquired by Armadillo and any real property acquired by Iguana, unless and until Armadillo or Iguana, as the case may be, becomes a Wholly Owned Subsidiary of the Borrower (at which time this exclusion shall no longer apply with respect to such real property of such Wholly Owned Subsidiary))”
3. Section 7.10(c) of the Credit Agreement is hereby amended by deleting the first parenthetical therein in its entirety and substituting in lieu thereof the following:
“(other than (x) an Excluded Foreign Subsidiary and (y) solely with respect to clause (iii), Armadillo and Iguana, unless and until Armadillo or Iguana, as the case may be, becomes a Wholly Owned Subsidiary of the Borrower (at which time this exclusion shall no longer apply with respect to such Wholly Owned Subsidiary))”
4. Section 7.10(d) of the Credit Agreement is hereby amended by deleting the first parenthetical therein in its entirety and substituting in lieu thereof the following:
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3
“(other than (x) by any Group Member that is an Excluded Foreign Subsidiary and (y) by Armadillo or Iguana, unless and until Armadillo or Iguana, as the case may be, becomes a Wholly Owned Subsidiary of the Borrower (at which time this exclusion shall no longer apply with respect to such new Excluded Foreign Subsidiary created or acquired after the Closing Date by such Wholly Owned Subsidiary))”
5. Section 7.14 of the Credit Agreement is hereby amended by inserting the following sentence at the end of Section 7.14:
“Notwithstanding the foregoing, the provisions of this Section 7.14 shall not apply to or with respect to Armadillo or Iguana, unless and until Armadillo or Iguana, as the case may be, becomes a Wholly Owned Subsidiary of the Borrower (at which time this exclusion shall no longer apply with respect to such Wholly Owned Subsidiary).”
C. Amendments to Section 8 (Negative Covenants).
1. Section 8.2(b)(ii) of the Credit Agreement is hereby amended by inserting after the words “of any Wholly Owned Guarantor” the phrase “(or Armadillo or Iguana in an aggregate amount for them not to exceed $[**] at any time outstanding).”
2. Section 8.4 of the Credit Agreement is hereby amended by deleting the “and” following the semicolon in clause (d), deleting the period at the end of clause (e) and inserting in lieu thereof “; and” and inserting the following new clause (f):
“(F) Armadillo and Iguana may be merged into or consolidated with each other or Dispose of any or all assets to each other (upon liquidation or otherwise).”
3. Section 8.5 of the Credit Agreement is hereby amended by deleting the “and” following the semicolon in clause (e), deleting the period at the end of clause (f) and inserting in lieu thereof “; ” and inserting the following new clauses (g) and (h) :
“(g) the Disposition of the Armadillo Contributed Assets; and”
“(h) the Disposition of assets by Armadillo to Iguana or by Iguana to Armadillo.”
4. Section 8.6 of the Credit Agreement is hereby amended by deleting the “and” following the semicolon in clause (e), deleting the period at the end of clause (f) and inserting in lieu thereof “; ” and inserting the following new clauses (g) and (h):
“(g) Armadillo and Iguana may pay dividends ratably to their equity owners; and”
“(h) transactions permitted by Section 8.8(p).”
5. Section 8.8 of the Credit Agreement is hereby amended by deleting the “and” following the semicolon in clause (m), deleting the period at the end of clause (n) and inserting in lieu thereof “;” and inserting the following new clauses (o) and (p):
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4
“(o) the Armadillo Acquisition and the Iguana Acquisition; provided that (i) the Borrower’s Liquidity after giving pro forma effect to the Armadillo Acquisition and the Iguana Acquisition and all Loans funded in connection therewith shall have exceeded the amount required in clause (iv) of the definition of Permitted Acquisitions and (ii) promptly following the consummation of each of the Armadillo Acquisition and the Iguana Acquisition, the Borrower shall, and shall cause its applicable Subsidiaries to, pledge and deliver the Capital Stock acquired by the Borrower and its Subsidiaries in such acquisition as required by Section 7.10(c); and”
“(p) Investments acquired in satisfaction by the Borrower or a Wholly Owned Subsidiary of put rights or otherwise of the other holders of Armadillo or Iguana Capital Stock for cash payments (i) during fiscal year 2011 not to exceed $[**] in the aggregate, (ii) during fiscal year 2012 not to exceed $[**] in the aggregate and (iii) as long as after giving thereto there is no Default and on a pro forma basis the Borrower is in compliance with Section 8.1, during fiscal year 2013 and thereafter not to exceed the fair market value of the remaining Capital Stock of Armadillo and Iguana held by the Armadillo Sellers and the Iguana Sellers, respectively.”
6. Section 8.9 of the Credit Agreement is hereby amended by deleting the “and” following the semicolon in clause (j), deleting the period at the end of clause (k) and inserting in lieu thereof “; and” and inserting the following new clause (l):
“(l) transactions among Armadillo and Iguana.”
7. Section 8.13 of the Credit Agreement is hereby amended by inserting after the words “any agreement”, the phrase “binding on any Group Member”.
8. Section 8.17 of the Credit Agreement is hereby amended by inserting after the words “(other than payroll or benefit accounts”, the phrase “and, prior to them being wholly owned subsidiaries, deposit accounts opened by Armadillo or Iguana”
III. WAIVER OF MANDATORY PREPAYMENT
The Required Lenders hereby waive the requirements set forth in Section 4.2(c) of the Credit Agreement with respect to Excess Cash Flow for the fiscal year ending December 31, 2010; provided that, notwithstanding the foregoing, the Borrower shall comply with the requirements set forth in Section 4.2(c) of the Credit Agreement (i) if either the Armadillo Acquisition or the Iguana Acquisition is not consummated prior to June 30, 2011, in which case the Excess Cash Flow Application Date in respect of such fiscal year shall be June 30, 2011 or (ii) following any earlier termination or abandonment of either the Armadillo Acquisition or the Iguana Acquisition, in which case such Excess Cash Flow Application Date shall be no later than the later of (a) five Business Days after the date of such termination or abandonment and (b) the date it would otherwise be under Section 4.2(c) of the Credit Agreement.
[**] - Confidential or proprietary information redacted.
5
IV. REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to each of the Lenders and the Administrative Agent that as of the First Amendment Effective Date:
1. Each of the representations and warranties made by any Loan Party in the Loan Documents are true and correct in all material respects on and as of the First Amendment Effective Date as if made on and as of such date except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date;
2. Immediately after giving effect to the First Amendment, no Default or Event of Default has occurred and is continuing; and
3. This First Amendment has been duly authorized, executed and delivered by it and this First Amendment and the Credit Agreement, as amended hereby, constitutes its valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting the enforcement of creditors’ rights and subject to general equity principles (whether enforcement is sought by proceedings in equity or at law).
V. EFFECTIVENESS
The amendments set forth in Section II of this First Amendment and the waiver set forth in Section III of this First Amendment shall become effective on the date (the “First Amendment Effective Date”) on which the following conditions precedent shall have been satisfied:
1. First Amendment. The Administrative Agent shall have received counterparts of this First Amendment, duly executed and delivered by the Borrower, the Required Lenders and the Administrative Agent.
2. Acknowledgement. The Administrative Agent shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit A hereto, executed and delivered by an authorized officer of the Borrower and each other Loan Party. The Borrower, the Administrative Agent and the Lenders hereby affirm and adopt the Credit Agreement as amended by this First Amendment.
3. Fees. The Borrower (a) shall have paid and the Administrative Agent shall have received all fees due and payable pursuant to that certain fee letter agreement (the “Fee Letter”) dated as of December 20, 2010 among the Borrower and the Administrative Agent, including a consent fee to each Lender executing and delivering a counterpart of this First Amendment on or prior to 5:00 p.m. on December 17, 2010 (or such later time as the Borrower and the Administrative Agent shall agree) in an amount equal to [**]% of the outstanding Revolving Commitments and Term Loans of such Lender, and (b) shall have paid to the Administrative Agent and the Administrative Agent shall have received all fees and expenses required under this First Amendment to be paid on or before the First Amendment Effective Date (including, without limitation, the reasonable fees and expenses of legal counsel), to the extent
[**] - Confidential or proprietary information redacted.
6
invoiced at least one Business Day prior to the First Amendment Effective Date, in each case in immediately available funds.
VI. MISCELLANEOUS
A. Continuing Effect of the Credit Agreement. This First Amendment shall not constitute an amendment of any provision of the Credit Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of the Borrower that would require a waiver or consent of the Lenders or the Administrative Agent. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. On and after the First Amendment Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof”, or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement after giving effect to this First Amendment.
B. Counterparts. This First Amendment may be executed by the parties hereto in any number of separate counterparts (including emailed or facsimiled counterparts), each of which shall be deemed to be an original, and all of which taken together shall be deemed to constitute one and the same instrument.
C. GOVERNING LAW. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
D. Expenses. The Borrower agrees to pay or reimburse the Administrative Agent and each Lender for all of their respective out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this First Amendment, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and each Lender.
[remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
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XXXXXX ANIMAL HEALTH SUPPLY, LLC, as Borrower
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By:
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/s/Xxx X. XxXxxx | |
| Name: Xxx X. XxXxxx Title: EVP/CFO | ||
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JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender
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By:
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/s/Xxxxxxxx Xxxxxxxx
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Name: Xxxxxxxx Xxxxxxxx
Title: Vice President
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LANDMARK IV CDO LIMITED
By Aladdin Capital Management LLC, as Lender
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By:
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/s/Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Designated Signatory
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LANDMARK V CDO LIMITED
By Aladdin Capital Management LLC, as Lender
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By:
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/s/Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Designated Signatory
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LANDMARK VI CDO LTD
By Aladdin Capital Management LLC, as Lender
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By:
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/s/Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Designated Signatory
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[Signature Page to First Amendment Acknowledgment and Confirmation]
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LANDMARK VIII CLO LTD
By Aladdin Capital Management LLC, as Lender
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By:
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/s/Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Designated Signatory
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LANDMARK IX CDO LTD
By Aladdin Capital Management LLC, as Lender
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By:
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/s/Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Designated Signatory
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OWS CLO I, LTD/
One Wall Street CLO II, LTD/
US Bank Loan Fund (M)/
Veritas CLO II, B.V.,
as a Lender
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By:
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/s/Xxxxxxxxx X. Xxxx
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Name: Xxxxxxxxx X. Xxxx
Title: Senior Vice President
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As a Lender,
ARES VR CLO LTD.
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BY:
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ARES CLO MANAGEMENT VR, L.P., ITS INVESTMENT MANAGER
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BY:
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ARES CLO GP VR, LLC, ITS GENERAL PARTNER
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By:
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/s/Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Vice President
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[Signature Page to First Amendment Acknowledgment and Confirmation]
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ARES VIR CLO LTD.
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BY:
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ARES CLO MANAGEMENT VIR, L.P., ITS INVESTMENT MANAGER
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BY:
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ARES CLO GP VIR, LLC, ITS GENERAL PARTNER
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By:
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/s/Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Vice President
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Ares NF CLO XIII Ltd
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By:
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Ares NF CLO XIII Management, L.P., its collateral manager
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By:
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Ares NF CLO XIII Management LLC, its general partner
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By:
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/s/Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Vice President
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As a Lender,
Ares NF CLO XIV Ltd
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By:
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Ares NF CLO XIV Management, L.P., its collateral manager
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By:
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Ares NF CLO XIV Management LLC, its general partner
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By:
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/s/Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Vice President
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Ares NF CLO XV Ltd
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By:
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Ares NF CLO XV Management, L.P., its collateral manager
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By:
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Ares NF CLO XV Management LLC, its general partner
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By:
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/s/Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Vice President
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[Signature Page to First Amendment Acknowledgment and Confirmation]
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BABSON CLO LTD. 2004-II
BABSON CLO LTD. 2005-I
BABSON CLO LTD. 0000-X
XXXXXX XXXX XXX, XXX.
XXXXXXXX XXXXX CLO, LTD., as Lenders
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By:
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/s/Xxxxxx X. XxXxxxx, Xx.
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Name: Xxxxxx X. XxXxxxx, Xx.
Title: Director
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THE BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY, as a Lender
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By:
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/s/Xxxxx XxXxxx
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Name: Xxxxx XxXxxx
Title: Assistant Vice President
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SAN XXXXXXX CLO I, LTD., as a Lender
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By:
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/s/Xxxx Xxxxxxxxx
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Name:
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Xxxx Xxxxxxxxx
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Title:
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Co-President, Xxxxxxxxx Pacific Asset Management
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SIERRA CLO II, LTD., as a Lender
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By:
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/s/Xxxx Xxxxxxxxx
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Name:
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Xxxx Xxxxxxxxx
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Title:
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Co-President, Xxxxxxxxx Pacific Asset Management
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WHITNEY CLO I, LTD., as a Lender
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By:
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/s/Xxxx Xxxxxxxxx
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Name:
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Xxxx Xxxxxxxxx
|
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Title:
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Co-President, Xxxxxxxxx Pacific Asset Management
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[Signature Page to First Amendment Acknowledgment and Confirmation]
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CIFC Funding 2007-IV, Ltd., as a Lender
By: Commercial Industrial Finance Corp., its Collateral Manager
|
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By:
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/s/Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: Secretary
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CRATOS CLO I, LTD., as a Lender
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By:
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Cratos CDO Management, LLC
As Attorney-in-Fact
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By:
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JMP Credit Advisors LLC, Its Manager
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By:
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/s/Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Managing Director
|
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Atrium IV, as a Lender
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By:
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/s/Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Authorized Signatory
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CSAM Funding IV, as a Lender
|
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By:
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/s/Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Authorized Signatory
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Madison Park Funding II, Ltd.
|
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By:
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Credit Suisse Alternative Capital, Inc. as collateral manager, as a Lender
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By:
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/s/Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Authorized Signatory
|
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[Signature Page to First Amendment Acknowledgment and Confirmation]
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NAVIGATOR CDO 2005, LTD., as a Lender
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By:
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GE Asset Management Inc., as Collateral Manager
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By:
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/s/Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Authorized Signatory
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NAVIGATOR CDO 2006, LTD., as a Lender
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By:
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GE Asset Management Inc., as Collateral Manager
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By:
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/s/Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Authorized Signatory
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XXXXX CAPITAL SENIOR LOAN OPPORTUNITY FUND, LTD.
|
||
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By:
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XXXXX CAPITAL INCORPORATED, as Collateral Manager, as a Lender
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By:
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/s/Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Designated Signatory
|
||
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XXXXX CAPITAL FUNDING CLO-8, Ltd.
By: XXXXX CAPITAL PARTNERS MANAGEMENT LTD, as Collateral Manager, as a Lender
|
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By:
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/s/Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Designated Signatory
|
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XXXXX CAPITAL FUNDING CLO 2007-1, LTD.
|
||
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By:
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XXXXX CAPITAL MANAGEMENT LLC, as Collateral Manager, as a Lender
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By:
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/s/Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Designated Signatory
|
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[Signature Page to First Amendment Acknowledgment and Confirmation]
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Waterfront CLO 2007-1, Ltd., as a Lender
|
|||
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By:
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/s/Xxxxxx X. Xxxxx
|
||
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Name:
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Xxxxxx X. Xxxxx
|
||
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Title:
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President
Grandview Capital Mgmt, LLC, as Investment Manager
|
||
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BLCKSTONE / GSO SENIOR FLOATING RATE TERM FUND
|
|||
|
By:
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GSO / BLACKSTONE DEBT FUNDS MANAGEMENT LLC AS INVESTMENT ADVISER
|
||
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By:
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/s/Xxxxxx X. Xxxxx
|
||
|
Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
|
|||
|
TRIBECA PARK CLO LTD.
|
|||
|
By:
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GSO / Blackstone Debt Funds Management LLC as Portfolio Manager
|
||
|
By:
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/s/Xxxxxx X. Xxxxx
|
||
|
Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
|
|||
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SUN LIFE ASSURANCE COMPANY of CANADA (US)
By: GSO CP Holdings LP as Sub-Advisor
|
|||
|
By:
|
/s/Xxxxxx X. Xxxxx
|
||
|
Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
|
|||
|
COLUMBUS PARK CDO LTD.
By: GSO / Blackstone Debt Funds Management LLC as Portfolio Manager
|
|||
|
By:
|
/s/Xxxxxx X. Xxxxx
|
||
|
Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
|
|||
[Signature Page to First Amendment Acknowledgment and Confirmation]
|
CHELSEA PARK CLO LTD.
|
||
|
By:
|
GSO / Blackstone Debt Funds Management LLC as Portfolio Manager
|
|
|
By:
|
/s/Xxxxxx X. Xxxxx
|
|
|
Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
|
||
|
GULF STREAM-COMPASS CLO 2005-I, LTD
|
||
|
By:
|
Gulf Stream Asset Management LLC
As Collateral Manager
|
|
|
By:
|
/s/Xxxxxxx X. Xxxxxxx
|
|
|
Name: Xxxxxxx X. Xxxxxxx
Title: Portfolio Manager
|
||
|
GULF STREAM-COMPASS CLO 2005-II, LTD
|
||
|
By:
|
Gulf Stream Asset Management LLC
As Collateral Manager
|
|
|
By:
|
/s/Xxxxxxx X. Xxxxxxx
|
|
|
Name: Xxxxxxx X. Xxxxxxx
Title: Portfolio Manager
|
||
|
GULF STREAM-SEXTANT CLO 2006-I, LTD
|
||
|
By:
|
Gulf Stream Asset Management LLC As Collateral Manager
|
|
|
By:
|
/s/Xxxxxxx X. Xxxxxxx
|
|
|
Name: Xxxxxxx X. Xxxxxxx
Title: Portfolio Manager
|
||
|
GULF STREAM-RASHINBAN CLO 2006-I, LTD
|
||
|
By:
|
Gulf Stream Asset Management LLC
As Collateral Manager
|
|
|
By:
|
/s/Xxxxxxx X. Xxxxxxx
|
|
|
Name: Xxxxxxx X. Xxxxxxx
Title: Portfolio Manager
|
||
[Signature Page to First Amendment Acknowledgment and Confirmation]
|
GULF STREAM-SEXTANT CLO 2007-I, LTD
|
||
|
By:
|
Gulf Stream Asset Management LLC
As Collateral Manager
|
|
|
By:
|
/s/Xxxxxxx X. Xxxxxxx
|
|
|
Name: Xxxxxxx X. Xxxxxxx
Title: Portfolio Manager
|
||
|
NEPTUNE FINANCE CCS, LTD.
|
||
|
By:
|
Gulf Stream Asset Management LLC
As Collateral Manager
|
|
|
By:
|
/s/Xxxxxxx X. Xxxxxxx
|
|
|
Name: Xxxxxxx X. Xxxxxxx
Title: Portfolio Manager
|
||
|
HS Finance, LLC, as a Lender
|
||
|
By:
|
/s/Xxxxxxxxx X. Xxxxxx
|
|
|
Name: Xxxxxxxxx X. Xxxxxx
Title: VP, Treasurer
|
||
|
LENDERS:
HillMark Funding Ltd.,
|
||
|
By:
|
HillMark Capital Management, L.P., as Collateral Manager, as Lender
|
|
|
By:
|
/s/Xxxx Xxxx
|
|
|
Name: Xxxx Xxxx
Title: CEO
|
||
|
THE HUNTINGTON NATIONAL BANK, as a Lender
|
||
|
By:
|
/s/Xxxxxx X. Xxxx
|
|
|
Name: Xxxxxx X. Xxxx
Title: Vice President
|
||
[Signature Page to First Amendment Acknowledgment and Confirmation]
|
ING Investment Management CLO I, LTD.
|
|||
|
By:
|
ING Investment Management Co.,
as its investment manager
|
||
|
ING Investment Management CLO II, LTD.
|
|||
|
By:
|
ING Alternative Asset Management LLC,
as its investment manager
|
||
|
ING Investment Management CLO III, LTD.
|
|||
|
By:
|
ING Alternative Asset Management LLC,
as its investment manager
|
||
|
ING Investment Management CLO V, LTD.
|
|||
|
By:
|
ING Alternative Asset Management LLC,
as its investment manager
|
||
|
ING International (II) – Senior Loans
|
|||
|
By:
|
ING Investment Management Co.,
as its investment manager
|
||
|
By:
|
/s/Xxxxxx Xxxxxx, CPA
|
||
|
Name: Xxxxxx Xxxxxx, CPA
Title: Senior Vice President
|
|||
|
KATONAH VII CLO LTD., as a Lender
|
|||
|
By:
|
/s/Xxxxxx Xxxxxxxx
|
||
|
Name:
|
Xxxxxx Xxxxxxxx
|
||
|
Title:
|
Authorized Officer
Katonah Debt Advisors, L.L.C.
As Manager
|
||
|
KATONAH VIII CLO LTD., as a Lender
|
|||
|
By:
|
/s/Xxxxxx Xxxxxxxx
|
||
|
Name:
|
Xxxxxx Xxxxxxxx
|
||
|
Title:
|
Authorized Officer
Katonah Debt Advisors, L.L.C.
As Manager
|
||
[Signature Page to First Amendment Acknowledgment and Confirmation]
|
KATONAH IX CLO LTD., as a Lender
|
|||
|
By:
|
/s/Xxxxxx Xxxxxxxx
|
||
|
Name:
|
Xxxxxx Xxxxxxxx
|
||
|
Title:
|
Authorized Officer
Katonah Debt Advisors, L.L.C.
As Manager
|
||
|
M&S Investment Holding I LLC, as a Lender
|
|||
|
By:
|
/s/Xxxxxxx Xxxxxx
|
||
|
Name: Xxxxxxx Xxxxxx
Title: Member
|
|||
|
MARATHON CLO I LTD, as a Lender
|
|||
|
By:
|
Marathon Asset Management, L.P., its Collateral Manager
|
||
|
By:
|
/s/Xxxxx X. Hanover
|
||
|
Name: Xxxxx X. Hanover
Title: Authorized Signatory
|
|||
|
MARATHON CLO II LTD, as a Lender
By: Marathon Asset Management, L.P., its Collateral Manager
|
|||
|
By:
|
/s/Xxxxx X. Hanover
|
||
|
Name: Xxxxx X. Hanover
Title: Authorized Signatory
|
|||
|
Marlborough Street CLO Ltd., as a Lender
By: Xxxxxxx Xxxxxx Xxxxxx & Dodge LLP, Authorized Signatory
|
|||
|
By:
|
/s/Illegible
|
||
|
A Member of the Firm
|
|||
[Signature Page to First Amendment Acknowledgment and Confirmation]
|
ILLINOIS STATE BOARD OF INVESTMENT
|
||
|
By:
|
XxXxxxxxx Investment Management, LLC, as Manager, as a Lender
|
|
|
By:
|
/s/Xxxxx X. Xxxxxx
|
|
|
Name: Xxxxx X. Xxxxxx
Title: Vice President
|
||
|
VENTURE III CDO LIMITED
By its investment advisor,
MJX Asset Management LLC, as a Lender
|
||
|
By:
|
/s/Xxxxxxx Xxxxxxx
|
|
|
Name: Xxxxxxx Xxxxxxx
Title: Director
|
||
|
VENTURE IV CDO LIMITED
By its investment advisor,
MJX Asset Management LLC, as a Lender
|
||
|
By:
|
/s/Xxxxxxx Xxxxxxx
|
|
|
Name: Xxxxxxx Xxxxxxx
Title: Director
|
||
|
VENTURE V CDO LIMITED
By its investment advisor,
MJX Asset Management LLC, as a Lender
|
||
|
By:
|
/s/Xxxxxxx Xxxxxxx
|
|
|
Name: Xxxxxxx Xxxxxxx
Title: Director
|
||
|
VENTURE VI CDO LIMITED
By its investment advisor,
MJX Asset Management LLC, as a Lender
|
||
|
By:
|
/s/Xxxxxxx Xxxxxxx
|
|
|
Name: Xxxxxxx Xxxxxxx
Title: Director
|
||
[Signature Page to First Amendment Acknowledgment and Confirmation]
|
VENTURE VII CDO LIMITED
By its investment advisor,
MJX Asset Management LLC, as a Lender
|
|||
|
By:
|
/s/Xxxxxxx Xxxxxxx
|
||
|
Name: Xxxxxxx Xxxxxxx
Title: Director
|
|||
|
VENTURE VIII CDO LIMITED
By its investment advisor,
MJX Asset Management LLC, as a Lender
|
|||
|
By:
|
/s/Xxxxxxx Xxxxxxx
|
||
|
Name: Xxxxxxx Xxxxxxx
Title: Director
|
|||
|
NCRAM Senior Loan Trust 2005, as a Lender
|
|||
|
By:
|
/s/Xxxxxx Xxxxxxx
|
||
|
Name:
|
Xxxxxx Xxxxxxx
|
||
|
Title:
|
Executive
Director
Nomura Corporate Research and Asset Management Inc., as Investment Adviser
|
||
|
Nomura Bond & Loan Fund, as a Lender
|
|||
|
By:
|
/s/Xxxxxx Xxxxxxx
|
||
|
Name:
|
Xxxxxx Xxxxxxx
|
||
|
Title:
|
Executive Director
|
||
|
By:
|
Mitsubishi UFJ Trust & Banking Corporation as Trustee
|
||
|
By:
|
Nomura Corporate Research & Asset Management Inc. Attorney in Fact
|
||
[Signature Page to First Amendment Acknowledgment and Confirmation]
|
OAK HILL CREDIT PARTNERS IV, LIMITED, as a Lender
|
||
|
By:
|
Oak Hill CLO Management IV, LLC
As Investment Manager
|
|
|
By:
|
/s/Xxxxx X. Xxxxx
|
|
|
Name: Xxxxx X. Xxxxx
Title: Authorized Person
|
||
|
OAK HILL CREDIT PARTNERS V, LIMITED, as a Lender
|
||
|
By:
|
Oak Hill Advisors, L.P. As Portfolio Manager
|
|
|
By:
|
/s/Xxxxx X. Xxxxx
|
|
|
Name: Xxxxx X. Xxxxx
Title: Authorized Person
|
||
|
OHA PARK AVENUE CLO I, LTD., as a Lender
|
||
|
By:
|
Oak Hill Advisors,
L.P. As Investment Manager
|
|
|
By:
|
/s/Xxxxx X. Xxxxx
|
|
|
Name: Xxxxx X. Xxxxx
Title: Authorized Person
|
||
|
OHA FINLANDIA CREDIT FUND, as a Lender
|
||
|
By:
|
/s/Xxxxx X. Xxxxx
|
|
|
Name: Xxxxx X. Xxxxx
Title: Authorized Person
|
||
|
FUTURE FUND BOARD OF GUARDIANS, as a Lender
|
||
|
By:
|
Oak Hill Advisors, L.P.
As its Investment Advisor
|
|
|
By:
|
/s/Xxxxx X. Xxxxx
|
|
|
Name: Xxxxx X. Xxxxx
Title: Authorized Person
|
||
[Signature Page to First Amendment Acknowledgment and Confirmation]
|
OREGON PUBLIC EMPLOYEES RETIREMENT FUND, as a Lender
|
||
|
By:
|
Oak Hill Advisors, L.P.
As Investment Manager
|
|
|
By:
|
/s/ Xxxxx X. Xxxxx
|
|
|
Name: Xxxxx X. Xxxxx
Title: Authorized Person
|
||
|
GMAM GROUP PENSION TRUST I, as a Lender
By: STATE STREET BANK AND TRUST COMPANY, solely as Trustee
|
||
|
By:
|
/s/ Xxxxxxx Xxxxxx
|
|
|
Name: Xxxxxxx Xxxxxx
Title: Officer
|
||
[Signature Page to First Amendment Acknowledgment and Confirmation]
|
OCTAGON INVESTMENT PARTNERS V, LTD.
|
||
| By: | Octagon Credit Investors, LLC | |
|
as Portfolio Manager
|
||
|
OCTAGON INVESTMENT PARTNERS VII, LTD.
|
||
| By: | Octagon Credit Investors, LLC | |
|
as collateral manager
|
||
|
OCTAGON INVESTMENT PARTNERS IX, LTD.
|
||
| By: | Octagon Credit Investors, LLC | |
|
as Manager
|
||
|
OCTAGON INVESTMENT PARTNERS IX, LTD.
|
||
|
By:
|
Octagon Credit Investors, LLC
as Collateral Manager
|
|
|
HAMLET II, LTD.
|
||
|
By:
|
Octagon Credit Investors, LLC
as Portfolio Manager
|
|
|
US Bank N.A., solely as trustee of the Doll Trust (for Qualified Institutional Investors only), (and not in its individual capacity)
|
||
|
By:
|
Octagon Credit Investors, LLC
as Portfolio Manager, as a Lender
|
|
|
By:
|
/s/Xxxxxx X. Xxxxx
|
|
|
Name: Xxxxxx X. Xxxxx
Title: Portfolio Manager
|
||
|
PANGAEA CLO 2007-1 LTD., as a Lender
|
||
|
By:
|
Pangaea Asset Management, LLC, its Collateral Manager
|
|
|
By:
|
/s/Xxxx X. Xxxxxxxx
|
|
|
Name: Xxxx X. Xxxxxxxx
Title: Director
|
||
[Signature Page to First Amendment Acknowledgment and Confirmation]
|
Pioneer Floating Rate Trust, as a Lender
|
|||
|
By:
|
Pioneer Investment Management, Inc.,
As advisor to each Lender above
|
||
|
By:
|
/s/Xxxxxxxx X. Xxxxxx
|
||
|
Name:
|
Xxxxxxxx X. Xxxxxx
|
||
|
Title:
|
Secretary and Associate General Counsel
|
||
|
PPM MONARCH BAY FUNDING LLC, as a Lender
|
|||
|
By:
|
/s/Xxxx X. Xxxxx
|
||
|
Name: Xxxx X. Xxxxx
Title: Assistant Vice President
|
|||
|
SERVES 2006-1 Ltd., as a Lender
|
|||
|
By:
|
/s/Xxxxx X. Xxxxxx
|
||
|
PPM America, Inc., as Collateral Manager Name: Xxxxx X. Xxxxxx
Title: Managing Director
|
|||
|
North Dakota State Investment Board, as a Lender
By: Prudential Investment Management, Inc., as Collateral Manager
|
|||
|
By:
|
/s/Xxxxxx Xxxxxxxxxx
|
||
|
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
|
|||
|
Xxxxxx IX – Senior Loan Fund 2005 p.l.c., as a Lender
By: Prudential Investment Management, Inc., as Collateral Manager
|
|||
|
By:
|
/s/Xxxxxx Xxxxxxxxxx
|
||
|
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
|
|||
[Signature Page to First Amendment Acknowledgment and Confirmation]
|
Xxxxxx VIII – Leveraged Loan CDO 2005, as a Lender
By: Prudential Investment Management, Inc., as Collateral Manager
|
||
|
By:
|
/s/Xxxxxx Xxxxxxxxxx
|
|
|
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
|
||
|
Xxxxxx XXI Leveraged Loan CDO LLC, as a Lender
By: Prudential Investment Management, Inc., as Collateral Manager
|
||
|
By:
|
/s/Xxxxxx Xxxxxxxxxx
|
|
|
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
|
||
|
Xxxxxx XVI – Leveraged Loan CDO 2006, as a Lender
|
||
|
By:
|
Prudential Investment Management, Inc., as Collateral Manager
|
|
|
By:
|
/s/Xxxxxx Xxxxxxxxxx
|
|
|
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
|
||
|
Xxxxxx XI –Leveraged Loan CDO 2006, as a Lender
|
||
|
By:
|
Prudential Investment Management, Inc., as Collateral Manager
|
|
|
By:
|
/s/Xxxxxx Xxxxxxxxxx
|
|
|
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
|
||
[Signature Page to First Amendment Acknowledgment and Confirmation]
|
Prudential Bank Loan Fund of the Prudential Trust Company Collective Trust, as a Lender
By: Prudential Investment Management, Inc., as Collateral Manager
|
||
|
By:
|
/s/Xxxxxx Xxxxxxxxxx
|
|
|
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
|
||
|
Xxxxxxx Xxxxx Bank, as a Lender
|
||
|
By:
|
/s/Xxxxxx Xxxxx
|
|
|
Name: Xxxxxx Xxxxx
Title: Senior Vice President
|
||
|
CAVALRY CLO I, LTD
|
||
|
By:
|
Regiment Capital Management, LLC as its Investment Advisor
|
|
|
By:
|
Regiment Capital Advisors, LP its Manager and pursuant to deligated authority
|
|
|
By:
|
Regiment Capital Advisors, LLC its General Partner
|
|
|
By:
|
/s/Xxxxxxx X. Xxxxxxx
|
|
|
Xxxxxxx X. Xxxxxxx
Authorized Signatory
|
||
|
Cornerstone CLO Ltd.
|
||
|
By:
|
Stone Tower Debt Advisors LLC | |
|
As Its Collateral Manager
|
||
|
as a Lender
|
||
|
By:
|
/s/Xxxxxxx X. XxxXxxxxx
|
|
|
Name: Xxxxxxx X. XxxXxxxxx
Title: Authorized Signatory
|
||
[Signature Page to First Amendment Acknowledgment and Confirmation]
|
Granite Ventures II Ltd.
|
||
|
By:
|
Stone Tower Debt Advisors LLC
As Its Collateral Manager
as a Lender
|
|
|
By:
|
/s/Xxxxxxx X. XxxXxxxxx
|
|
|
Name: Xxxxxxx X. XxxXxxxxx
Title: Authorized Signatory
|
||
|
Granite Ventures III Ltd.
|
||
|
By:
|
Stone Tower Debt Advisors LLC
As Its Collateral Manager
as a Lender
|
|
|
By:
|
/s/Xxxxxxx X. XxxXxxxxx
|
|
|
Name: Xxxxxxx X. XxxXxxxxx
Title: Authorized Signatory
|
||
|
Rampart CLO 2007 Ltd.
|
||
|
By:
|
Stone Tower Debt Advisors LLC
As Its Collateral Manager
as a Lender
|
|
|
By:
|
/s/Xxxxxxx X. XxxXxxxxx
|
|
|
Name: Xxxxxxx X. XxxXxxxxx
Title: Authorized Signatory
|
||
|
Rampart CLO 2006-1 Ltd.
|
||
|
By:
|
Stone Tower Debt Advisors LLC
As Its Collateral Manager
as a Lender
|
|
|
By:
|
/s/Xxxxxxx X. XxxXxxxxx
|
|
|
Name: Xxxxxxx X. XxxXxxxxx
Title: Authorized Signatory
|
||
[Signature Page to First Amendment Acknowledgment and Confirmation]
|
Stone Tower CLO III Ltd.
|
||
|
By:
|
Stone Tower Debt Advisors LLC
As Its Collateral Manager
as a Lender
|
|
|
By:
|
/s/Xxxxxxx X. XxxXxxxxx
|
|
|
Name: Xxxxxxx X. XxxXxxxxx
Title: Authorized Signatory
|
||
|
Stone Tower CLO IV Ltd.
|
||
|
By:
|
Stone Tower Debt Advisors LLC
As Its Collateral Manager
as a Lender
|
|
|
By:
|
/s/Xxxxxxx X. XxxXxxxxx
|
|
|
Name: Xxxxxxx X. XxxXxxxxx
Title: Authorized Signatory
|
||
|
Stone Tower CLO V Ltd.
|
||
|
By:
|
Stone Tower Debt Advisors LLC
As Its Collateral Manager
as a Lender
|
|
|
By:
|
/s/Xxxxxxx X. XxxXxxxxx
|
|
|
Name: Xxxxxxx X. XxxXxxxxx
Title: Authorized Signatory
|
||
|
Stone Tower CLO VI Ltd.
|
||
|
By:
|
Stone Tower Debt Advisors LLC
As Its Collateral Manager
as a Lender
|
|
|
By:
|
/s/Xxxxxxx X. XxxXxxxxx
|
|
|
Name: Xxxxxxx X. XxxXxxxxx
Title: Authorized Signatory
|
||
[Signature Page to First Amendment Acknowledgment and Confirmation]
|
Stone Tower CLO VII Ltd.
|
||
|
By:
|
Stone Tower Debt Advisors LLC
As Its Collateral Manager
as a Lender
|
|
|
By:
|
/s/Xxxxxxx X. XxxXxxxxx
|
|
|
Name: Xxxxxxx X. XxxXxxxxx
Title: Authorized Signatory
|
||
|
Founders Grove CLO, Ltd.
|
||
|
By:
|
Tall Tree Investment Management, LLC
as Collateral Manager, as a Lender
|
|
|
By:
|
/s/Xxxxxxx X. Xxxxxxxx Xx.
|
|
|
Name: Xxxxxxx X. Xxxxxxxx Xx.
Title: Officer
|
||
|
Grant Grove CLO, Ltd.
|
||
|
By:
|
Tall Tree Investment Management, LLC
as Collateral Manager, as a Lender
|
|
|
By:
|
/s/Xxxxxxx X. Xxxxxxxx Xx.
|
|
|
Name: Xxxxxxx X. Xxxxxxxx Xx.
Title: Officer
|
||
|
Xxxx Grove CLO, Ltd.
|
||
|
By:
|
Tall Tree Investment Management, LLC
as Collateral Manager, as a Lender
|
|
|
By:
|
/s/Xxxxxxx X. Xxxxxxxx Xx.
|
|
|
Name: Xxxxxxx X. Xxxxxxxx Xx.
Title: Officer
|
||
|
TORONTO DOMINION (NEW YORK) LLC,
as a Lender
|
||
|
By:
|
/s/Xxxxx Xxxxxxx
|
|
|
Name: Xxxxx Xxxxxxx
Title: Vice President
|
||
[Signature Page to First Amendment Acknowledgment and Confirmation]
|
U.S. BANK NATIONAL ASSOCIATION, as a Lender
|
||
|
By:
|
/s/XXXXXXXXXXX X. XXXXXX
|
|
|
Name: XXXXXXXXXXX X. XXXXXX
Title: SENIOR VICE PRESIDENT
|
||
|
Each of the persons listed on Annex A, Severally but not jointly, As Lender
|
||
|
By:
|
Wellington Management Company, LLP, as investment advisor
|
|
|
By:
|
/s/Xxxxxx X. Xxxxx
|
|
|
Name: Xxxxxx X. Xxxxx
Title: Vice President & Counsel
|
||
|
WhiteHorse II, Ltd.
WhiteHorse Capital Partners, L.P.
As collateral manager
WhiteRock Asset Advisor, LLC, its G.P.,
as a Lender
|
||
|
By:
|
/s/Xxx Xxxxxxx
|
|
|
Name: Xxx Xxxxxxx
Title: Manager
|
||
|
WhiteHorse III, Ltd.
WhiteHorse Capital Partners, L.P.
As collateral manager
WhiteRock Asset Advisor, LLC, its G.P.,
as a Lender
|
||
|
By:
|
/s/Xxx Xxxxxxx
|
|
|
Name: Xxx Xxxxxxx
Title: Manager
|
||
[Signature Page to First Amendment Acknowledgment and Confirmation]
