THIRD AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.3
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS
THIRD AMENDMENT TO CREDIT AGREEMENT dated as of May 9, 2008 (this “Amendment”)
is entered into among MedAssets, Inc., a Delaware corporation (the “Borrower”), the
Guarantors, the Lenders party hereto and Bank of America, N.A., as Administrative Agent. All
capitalized terms used herein and not otherwise defined herein shall have the meanings given to
such terms in the Credit Agreement (as defined below).
RECITALS
WHEREAS the Borrower, the Guarantors, the Lenders and Bank of America, N.A., in its capacity
as Administrative Agent, Swing Line Lender and L/C Issuer, entered into that certain Credit
Agreement dated as of October 23, 2006 (as amended or modified from time to time, the “Credit
Agreement”); and
WHEREAS the Borrower has requested that the Lenders consent to the Borrower’s purchase of the
outstanding capital stock of Accuro Healthcare Solutions, Inc. and make other amendments to the
Credit Agreement as set forth below;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows:
(a) The following definitions are hereby added to Section 1.01 of the Credit Agreement
in the appropriate alphabetical order and shall read as follows:
“Accuro” means Accuro Healthcare Solutions, Inc., a Delaware
corporation.
“Accuro Acquisition” means the Acquisition by the Borrower of all of
the Equity Interests of Accuro; provided that the Borrower shall have
delivered to the Administrative Agent a Pro Forma Compliance Certificate
demonstrating that, upon giving effect to such Acquisition on a Pro Forma Basis, the
Loan Parties would be in compliance with the financial covenants set forth in
Section 8.11 as of the most recent fiscal quarter for which the Borrower was
required to deliver financial statements pursuant to Section 7.01(a) or
(b). The parties hereto acknowledge and agree that the $20,000,000 deferred
payment (the “Deferred Payment”) required to be paid by the Borrower in
connection with the Accuro Acquisition on a date no sooner than one year from the
date of consummation of the Accuro Acquisition may be paid by the Borrower and
considered part of the consideration for the Accuro Acquisition provided,
that, if the Borrower elects to pay the Deferred Payment with immediately available
funds, the Borrower shall have delivered to the Administrative Agent a Pro Forma
Compliance Certificate demonstrating that, upon giving effect to such Deferred
Payment on a Pro Forma Basis, the Loan Parties would be in compliance with the
financial covenants set forth in Section 8.11 as of the most recent fiscal
quarter for which the Borrower was required to deliver financial statements pursuant
to Section 7.01(a) or (b).
“Deferred Payment” has the meaning specified in the definition of
“Accuro Acquisition”.
“Third
Amendment Effective Date” means the first date on which the conditions precedent set forth in Section 2 are satisfied.
(b) The following definitions in Section 1.01 of the Credit Agreement are hereby
amended to read as follows:
“Aggregate Revolving Commitment” means the Revolving Commitments of all
the Lenders. The aggregate principal amount of the Aggregate Revolving Commitments
in effect on the Third Amendment Effective Date is ONE HUNDRED TWENTY FIVE MILLION
DOLLARS ($125,000,000).
“Applicable Rate” means (a) with respect to the Incremental Term Loan,
the percentage(s) per annum set forth in the Incremental Term Loan Lender Joinder
Agreement, (b) with respect to Revolving Loans, Swing Line Loans, Letters of Credit
and the Commitment Fee, the following percentages per annum, based upon the
Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate
received by the Administrative Agent pursuant to Section 7.02(b):
| Pricing | Consolidated | Commitment | Letter of | Eurodollar | Base Rate | |||||
| Tier | Leverage Ratio | Fee | Credit Fee | Loans | Loans | |||||
| 1 | ³ 3.5:1.0 | 0.50% | 3.50% | 3.50% | 2.50% | |||||
| 2 | ³ 3.0:1.0 but
< 3.5:1.0 |
0.375% | 3.25% | 3.25% | 2.25% | |||||
| 3 | ³ 2.5:1.0 but
< 3.0:1.0 |
0.375% | 2.75% | 2.75% | 1.75% | |||||
| 4 | ³ 2.0:1.0 but
< 2.5:1.0 |
0.30% | 2.50% | 2.50% | 1.50% | |||||
| 5 | < 2.0:1.0 | 0.25% | 2.25% | 2.25% | 1.25% |
and (c) with respect to the Term Loan, the following percentages per annum, based
upon the Consolidated Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section
7.02(b):
| Pricing | Consolidated | Eurodollar | Base Rate | |||
| Tier | Leverage Ratio | Loans | Loans | |||
| 1 | ³ 3.0:1.0 | 4.00% | 3.00% | |||
| 2 | < 3.0:1.0 | 3.75% | 2.75% |
Any increase or decrease in the Applicable Rate resulting from a change in the
Consolidated Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is required to be delivered
pursuant to Section 7.02(b); provided, however, that if a
Compliance Certificate is not delivered when due in accordance with such Section,
then applicable Pricing Tier 1 shall apply as of the first Business Day after the
date on which such Compliance Certificate
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was required to have been delivered and
shall continue to apply until the first Business
Day immediately following the date a Compliance Certificate is delivered in
accordance with Section 7.02(b), whereupon the Applicable Rate shall be
adjusted based upon the calculation of the Consolidated Leverage Ratio contained in
such Compliance Certificate. The Applicable Rate in effect from the Third Amendment
Effective Date through the first Business Day immediately following the date a
Compliance Certificate is required to be delivered pursuant to Section
7.02(b) for the fiscal quarter ending September 30, 2008 shall be determined
based upon the applicable Pricing Tier 1.
“Term Loan” has the meaning specified in Section 2.01(b). For
the avoidance of doubt, it is understood and agreed that the Term Loan consists of
the term loan advance made by the Lenders on the Closing Date, the term loan advance
made by the Lenders on the Second Amendment Effective Date and the term loan advance
made by the Lenders on the Third Amendment Effective Date.
“Term Loan Commitment” means, as to each Lender, its obligation to make
its portion of the Term Loan to the Borrower pursuant to Section 2.01(b).
The aggregate principal amount of the Term Loan Commitments to be funded on the
Third Amendment Effective Date is TWENTY-FIVE MILLION DOLLARS ($25,000,000). Such
Term Loan Commitments to be funded on the Third Amendment Effective Date are set
forth on Addendum II to Schedule 2.01.
(c) Clause (c)(vii) in the definition of “Consolidated EBITDA” in Section 1.01
of the Credit Agreement is hereby amended to add the following new clauses (C), (D) and
(E) after clause (B) at the end thereof:
(C)(i) all one-time cash charges of Accuro in any period prior to March 31, 2008 so
long as such one-time cash charges added back to Consolidated Net Income do not
exceed $3,000,000 in the aggregate, (ii) all non-cash charges related to the Accuro
Acquisition (including any charges in connection with discounted deferred revenue,
in-process research and development, write-downs or write-offs of software
development costs and write-downs or write-offs of intangible assets) during such
period, in each case, that do not represent a cash item in such period or any future
period and (iii) all integration, severance and other one-time cash charges related
to the Accuro Acquisition so long as such one-time cash charges related to the
Accuro Acquisition do not exceed $5,000,000 in the aggregate during such period, (D)
cash charges during such period resulting from the termination of the Borrower’s
interest rate Swap Contracts in existence on the Third Amendment Effective Date and
(E)(i) for the period ending September 30, 2008 up to $7,500,000 of the costs that
would have been saved if the Accuro Acquisition had occurred as of the first day of
such period due to synergies with Accuro, (ii) for the period ending December 31,
2008, an amount equal to 75% of the amount added back to Consolidated Net Income
pursuant to clause (E)(i) above, (iii) for the period ending March 31, 2009, an
amount equal to 50% of the amount added back to Consolidated Net Income pursuant to
clause (E)(i) above and (iv) for the period ending June 30, 2009, an amount equal to
25% of the amount added back to Consolidated Net Income pursuant to clause (E)(i)
above,
(d) The following sentence is hereby added at the end of the definition of “Funded
Indebtedness” in Section 1.01 of the Credit Agreement to read as follows:
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It is understood and agreed that the Deferred Payment shall not be considered Funded
Indebtedness.
(e) A new sentence is hereby added at the end of the definition of “Permitted
Acquisition” in Section 1.01 of the Credit Agreement to read as follows:
Notwithstanding the foregoing, the Accuro Acquisition shall be considered a
Permitted Acquisition for all purposes of this Agreement; provided, however, the
consideration paid for the Accuro Acquisition shall not count toward the baskets for
Permitted Acquisitions contained in subclause (ix) above.
(f) Section 2.01(b) of the Credit Agreement is hereby amended to read as follows:
(b) Term Loan. On the Closing Date and the Second Amendment Effective
Date, the Lenders advanced term loans (collectively, the “Term Loan”) to the
Borrower in Dollars in an aggregate principal amount of THREE HUNDRED TWENTY MILLION
DOLLARS ($320,000,000). Immediately prior to the Third Amendment Effective Date,
the principal balance of the Term Loan was ONE HUNDRED NINETY-SEVEN MILLION
FORTY-NINE THOUSAND EIGHT HUNDRED FIFTY-TWO DOLLARS ($197,049,852.00). On the Third
Amendment Effective Date, an additional TWENTY FIVE MILLION DOLLARS ($25,000,000)
under the Term Loan is being advanced hereunder, such that after giving effect
thereto, the aggregate principal amount of the Term Loan on the Third Amendment
Effective Date will be TWO HUNDRED TWENTY-TWO MILLION FORTY-NINE THOUSAND EIGHT
HUNDRED FIFTY-TWO DOLLARS ($222,049,852.00). On the Third Amendment Effective
Date, each Lender with an existing Term Loan Commitment (as indicated on Addendum II
to Schedule 2.01) on the Third Amendment Effective Date severally agrees to
make its portion of such third advance of the Term Loan to the Borrower in Dollars
on the Third Amendment Effective Date in an amount not to exceed such Lender’s Term
Loan Commitment. Amounts repaid on the Term Loan may not be reborrowed. The Term
Loan may consist of Base Rate Loans or Eurodollar Rate Loans, as further provided
herein.
(g) Section 2.07(c) of the Credit Agreement is hereby amended to read as follows:
(e) Term Loan. The Borrower shall repay the outstanding principal
amount of the Term Loan in installments on the dates and in the amounts set forth in
the table below (as such installments may hereafter be adjusted as a result of
prepayments made pursuant to Section 2.05), unless accelerated sooner
pursuant to Section 9.02:
| Payment Dates | Principal Amortization Payment | |
June 30, 2008 |
$561,484.32 | |
September 30, 2008 |
$561,484.32 | |
December 31, 2008 |
$561,484.32 | |
March 31, 2009 |
$561,484.32 | |
June 30, 2009 |
$561,484.32 | |
September 30, 2009 |
$561,484.32 | |
December 31, 2009 |
$561,484.32 |
4
| Payment Dates | Principal Amortization Payment | |
March 31, 2010 |
$561,484.32 | |
June 30, 2010 |
$561,484.32 | |
September 30, 2010 |
$561,484.32 | |
December 31, 2010 |
$561,484.32 | |
March 31, 2011 |
$561,484.32 | |
June 30, 2011 |
$561,484.32 | |
September 30, 2011 |
$561,484.32 | |
December 31, 2011 |
$561,484.32 | |
March 31, 2012 |
$561,484.32 | |
June 30, 2012 |
$561,484.32 | |
September 30, 2012 |
$561,484.32 | |
December 31, 2012 |
$561,484.32 | |
March 31, 2013 |
$561,484.32 | |
June 30, 2013 |
$561,484.32 | |
September 30, 2013 |
$561,484.32 | |
Term Loan |
Outstanding Principal Balance of | |
Maturity Date |
Term Loan |
(h) A new sentence is hereby added at the end of Section 7.11 of the Credit Agreement
to read as follows:
For the avoidance of doubt, the proceeds of the Credit Extensions shall also be
permitted to finance the Accuro Acquisition.
(i) Section 8.02 of the Credit Agreement is hereby amended by deleting the period at
the end thereof and replacing it with the following text “; and” and by adding a new Section
8.02(n) at the end thereof which shall read as follows:
(n) Investments of the Loan Parties consisting of purchases of accounts
receivable from customers in an aggregate amount not to exceed $30,000,000 at any
time outstanding.
(j) The Revolving Commitments identified on Schedule 2.01 of the Credit
Agreement are hereby amended to read as provided on Schedule 2.01 attached hereto,
and an Addendum II is hereby added to Schedule 2.01 of the Credit Agreement and
shall read as provided on Addendum II attached hereto.
2. Conditions Precedent. This Amendment shall be effective upon satisfaction of the
following conditions precedent:
(a) Receipt by the Administrative Agent of counterparts of this Amendment duly executed
by the Borrower, the Guarantors, the Required Lenders, Lenders holding a majority of the
Revolving Commitments and Bank of America, N.A., as Administrative Agent;
(b) Receipt by the Administrative Agent of a certificate of a Responsible Officer of
the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, (i)
5
certifying that the Organizational Documents of each Loan Party delivered on the Closing
Date have not been amended, supplemented or otherwise modified since the Closing Date except
as otherwise disclosed to the Administrative Agent directly, and remain in full force and
effect as of
the Third Amendment Effective Date and (ii) attaching resolutions of each Loan Party
approving and adopting this Amendment, the transactions contemplated herein and authorizing
the execution and delivery of this Amendment and any documents, agreements or certificates
related thereto and certifying that such resolutions have not been amended, supplemented or
otherwise modified and remain in full force and effect as of the Third Amendment Effective
Date and are the only resolutions of such Loan Party relating to this Amendment.
(c) Receipt by the Administrative Agent of favorable opinions of legal counsel to the
Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Third
Amendment Effective Date, in form and substance satisfactory to the Administrative Agent.
(d) Receipt by the Administrative Agent of satisfactory evidence that the Borrower’s
acquisition of all of the Equity Interests of Accuro Healthcare Solutions, Inc. will be
consummated simultaneously with the funding of the Term Loan on the Third Amendment
Effective Date.
(e) Receipt by the Administrative Agent and the Lenders of all fees due and payable to
the Administrative Agent and the Lenders in connection with this Amendment.
3. Miscellaneous.
(a) The Credit Agreement, and the obligations of the Loan Parties thereunder and under
the other Loan Documents, are hereby ratified and confirmed and shall remain in full force
and effect according to their terms.
(b) Each Guarantor (i) acknowledges and consents to all of the terms and conditions of
this Amendment, (ii) affirms all of its obligations under the Loan Documents and
(iii) agrees that this Amendment and all documents executed in connection herewith do not
operate to reduce or discharge its obligations under the Credit Agreement or the other Loan
Documents.
(c) Each Loan Party hereby represents and warrants as follows:
(i) Each Loan Party has taken all necessary action to authorize the execution,
delivery and performance of this Amendment.
(ii) This Amendment has been duly executed and delivered by the Loan Parties
and constitutes each of the Loan Parties’ legal, valid and binding obligations,
enforceable in accordance with its terms, except as such enforceability may be
limited by Debtor Relief Laws and general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).
(iii) No consent, approval, authorization or order of, or filing, registration
or qualification with, any court or governmental authority or third party is
required in connection with the execution, delivery or performance by any Loan Party
of this Amendment.
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(d) The Loan Parties represent and warrant to the Lenders that (i) the representations
and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in
each other Loan Document are true and correct in all material respects as of the date hereof
with the same effect as if made on and as of the date hereof, except to the extent such
representations and
warranties expressly relate solely to an earlier date, in which case such representations
and warranties are true and correct in all material respects as of such earlier date and
(ii) no event has occurred and is continuing which constitutes a Default or an Event of
Default.
(e) This Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute one and the
same instrument. Delivery of an executed counterpart of this Amendment by telecopy shall be
effective as an original and shall constitute a representation that an executed original
shall be delivered.
(f) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
[remainder of page intentionally left blank]
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Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and
delivered as of the date first above written.
| BORROWER: | MEDASSETS, INC., | |||||
| a Delaware corporation | ||||||
| By: Name: Title: |
/s/ Xxxxxxxx X. Xxxxx
Executive Vice President Chief Legal and Administrative Officer |
|||||
| GUARANTORS: | ASPEN HEALTHCARE METRICS LLC, | |||||
| a Delaware limited liability company | ||||||
| By: Name: Title: |
/s/ Xxxxxxxx X. Xxxxx
Vice President and Secretary |
|||||
| MEDASSETS ANALYTICAL SYSTEMS, LLC, | ||||||
| a Delaware limited liability company | ||||||
| By: Name: Title: |
/s/ Xxxxxxxx X. Xxxxx
Vice President and Secretary |
|||||
| AVEGA HEALTH SYSTEMS, LLC, | ||||||
| a Delaware limited liability company | ||||||
| By: Name: Title: |
/s/ Xxxxxxxx X. Xxxxx
Vice President and Secretary |
|||||
| MEDASSETS NET REVENUE SYSTEMS, LLC, | ||||||
| a Delaware limited liability company | ||||||
| By: Name: Title: |
/s/ Xxxxxxxx X. Xxxxx
Secretary |
|||||
| MEDASSETS SUPPLY CHAIN SYSTEMS, LLC, | ||||||
| a Delaware limited liability company | ||||||
| By: Name: Title: |
/s/ Xxxxxxxx X. Xxxxx
Executive Vice President and Secretary |
|||||
| RADIOLOGY PARTNERS LLC, | ||||||
| a Delaware limited liability company | ||||||
| By: Name: Title: |
/s/ Xxxxxxxx X. Xxxxx
Secretary |
|||||
| XXXXXXX & IRVINE, LLC, | ||||||
| a Delaware limited liability company | ||||||
| By: Name: Title: |
/s/ Xxxxxxxx X. Xxxxx
Secretary |
|||||
| MEDASSETS FINANCIAL SERVICES LLC, | ||||||
| a Delaware limited liability company | ||||||
| By: Name: Title: |
/s/ Xxxxxxxx X. Xxxxx
Secretary |
|||||
| ADMINISTRATIVE AGENT: | BANK OF AMERICA, N.A., | |||||
| as Administrative Agent | ||||||
| By: Name: Title: |
/s/ Xxxx X. Xxxxxxx
Assistant Vice President |
|||||
| LENDERS: | BANK OF AMERICA, N.A., | |||||
| as a Lender, Swing Line Lender and L/C Issuer | ||||||
| By: Name: Title: |
/s/ R. Xxxxx Xxxxx
Senior Vice President |
|||||
| Bismarck CBNA Loan Funding LLC, | ||||||
| By: Name: Title: |
/s/ Xxxxx Xxxxxx
Attorney-in-fact |
|||||
| As agent for AIB Debt Management Limited | ||||||
| By: Name: Title: |
/s/ Des Xxxxxxx
Assistant Vice President Investment Advisor to AIB Debt Management, Limited |
|||||
| As agent for AIB Debt Management Limited | ||||||
| By: Name: Title: |
/s/ Xxxxxx Xxxxxx
Assistant Vice President Investment Advisor to AIB Debt Management, Limited |
|||||
| Xxxxxxxxx AZURE CLO, Ltd. | ||||||
| By: Xxxxxxxxx Capital Partners, LLC | ||||||
| as its Collateral Manager | ||||||
| By: Name: Title: |
/s/ Xxxxx Xxxx
Managing Director |
|||||
| Xxxxxxxxx Modena CLO, Ltd | ||||||
| By: Xxxxxxxxx Capital Partners, LLC | ||||||
| as its Asset Manager | ||||||
| By: Name: Title: |
/s/ Xxxxx Xxxx
Managing Director |
|||||
| Xxxxxxxxx Arnage CLO Ltd. By: Xxxxxxxxx Capital Partners, LLC as its Collateral Manager |
||||||
| By: Name: |
/s/ Xxxxx Xxxx
|
|||||
| Title: | Managing Director | |||||
| Xxxxxxxxx Bristol CLO, Ltd. By: Xxxxxxxxx Capital Partners LLC as it Collateral Manager |
||||||
| By: Name: |
/s/ Xxxxx Xxxx
|
|||||
| Title: | Managing Director | |||||
| Xxxxxxxxx Carrera CLO, Ltd. By: Xxxxxxxxx Capital Partners LLC as its Asset Manager |
||||||
| By: Name: |
/s/ Xxxxx Xxxx
|
|||||
| Title: | Managing Director | |||||
| Xxxxxxxxx Vantage CLO, Ltd By: Xxxxxxxxx Capital Partners, LLC as its Asset Manager |
||||||
| By: Name: |
/s/ Xxxxx Xxxx
|
|||||
| Title: | Managing Director | |||||
| Xxxxxxxxx Veyron CLO, Ltd By: Xxxxxxxxx Capital Partners, LLC as its Collateral Manager |
||||||
| By: Name: |
/s/ Xxxxx Xxxx
|
|||||
| Title: | Managing Director | |||||
| EAGLE LOAN TRUST By: Xxxxxxxxx Capital Partners, LLC as its Collateral Manager |
||||||
| By: Name: |
/s/ Xxxxx Xxxx
|
|||||
| Title: | Managing Director | |||||
| XL Re Europe Limited By: Xxxxxxxxx Capital Partners, LLC signed as: its Collateral Manager |
||||||
| By: Name: |
/s/ Xxxxx Xxxx
|
|||||
| Title: | Managing Director | |||||
| Xxxxxxxxx Daytona CLO, Ltd By: Xxxxxxxxx Capital Partners, LLC as its Collateral Manager |
||||||
| By: Name: |
/s/ Xxxxx Xxxx
|
|||||
| Title: | Managing Director | |||||
| Xxxxxxxxx McLaren CLO, Ltd. By: Xxxxxxxxx Capital Partners, LLC as its Collateral Manager |
||||||
| By: Name: |
/s/ Xxxxx Xxxx
|
|||||
| Title: | Managing Director | |||||
| ROSEDALE CLO II LTD. | ||||||
| By: Princeton Advisory
Group, Inc. the Collateral Manager |
||||||
| By: | [SIGNATURE ILLEGIBLE] | |||||
| Name: | [ILLEGIBLE] | |||||
| Title: | Vice President | |||||
| Founders Grove CLO, Ltd. | ||||||
| By: Tall Tree Investment Management, LLC | ||||||
| as Collateral Manager | ||||||
| By: | /s/ Xxxx Xxxxx | |||||
| Name: | Xxxx Xxxxx | |||||
| Title: | Officer | |||||
| Grant Grove CLO, Ltd. | ||||||
| By: Tall Tree Investment Management, LLC | ||||||
| as Collateral Manager | ||||||
| By: | /s/ Xxxx Xxxxx | |||||
| Name: | Xxxx Xxxxx | |||||
| Title: | Officer | |||||
| Xxxx Grove CLO, Ltd. | ||||||
| By: Tall Tree Investment Management, LLC | ||||||
| as Collateral Manager | ||||||
| By: | /s/ Xxxx Xxxxx | |||||
| Name: | Xxxx Xxxxx | |||||
| Title: | Officer | |||||
| Wachovia Bank, National Association, | ||||||
| By: | /s/ Xxxx Xxxxx | |||||
| Name: | Xxxx Xxxxx | |||||
| Title: | Vice President | |||||
| Grand Central Asset Trust, EAP Series | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | Attorney-in-fact | |||||
| WhiteHorse II, Ltd. | ||||||
| By: WhiteHorse Capital Partners, L.P. | ||||||
| As Collateral Manager | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxxx, CFA | |||||
| Name: | Xxxxx X. Xxxxxxxxx, CFA | |||||
| Title: | Portfolio Manager | |||||
| WhiteHorse IV, Ltd. | ||||||
| By: WhiteHorse Capital Partners, L.P. | ||||||
| As Collateral Manager | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxxx, CFA | |||||
| Name: | Xxxxx X. Xxxxxxxxx, CFA | |||||
| Title: | Portfolio Manager | |||||
| WhiteHorse V, Ltd. | ||||||
| By: WhiteHorse Capital Partners, L.P. | ||||||
| As Collateral Manager | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxxx, CFA | |||||
| Name: | Xxxxx X. Xxxxxxxxx, CFA | |||||
| Title: | Portfolio Manager | |||||
| Eagle Master Fund Ltd. | ||||||
| By: Citigroup Alternative Investments LLC, | ||||||
| as Investment Manager for and on behalf of | ||||||
| Eagle Master Fund Ltd. | ||||||
| By: | /s/ Xxxxxxx Xxxxxx | |||||
| Name: | Xxxxxxx Xxxxxx | |||||
| Title: | Director | |||||
| REGATTA FUNDING LTD. | ||||||
| By: Citigroup Alternative Investments LLC, attorney-in-fact |
||||||
| By: | /s/ Xxxxxxx Xxxxxx | |||||
| Name: | Xxxxxxx Xxxxxx | |||||
| Title: | Director | |||||
| LMP Corporate Loan Fund, Inc. | ||||||
| By: Citigroup Alternative Investments LLC | ||||||
| By: | /s/ Xxxxxxx Xxxxxx | |||||
| Name: | Xxxxxxx Xxxxxx | |||||
| Title: | Director | |||||
| FM Leveraged Capital Fund II | ||||||
| By: GSO Debt Funds Management LLC as Subadviser to | ||||||
| FriedbergMilstein LLC | ||||||
| By: | /s/ Xxx X. Xxxxxxx | |||||
| Name: | Xxx X. Xxxxxxx | |||||
| Title: | Authorized Signatory | |||||
| Xxxx Force 1 CLO, Ltd. | ||||||
| By: GSO Debt Funds Management LLC as Collateral Manager |
||||||
| By: | /s/ Xxx X. Xxxxxxx | |||||
| Name: | Xxx X. Xxxxxxx | |||||
| Title: | Authorized Signatory | |||||
| Xxxx Force 2 CLO, Ltd. | ||||||
| By: GSO Debt Funds Management LLC as Collateral Manager |
||||||
| By: | /s/ Xxx X. Xxxxxxx | |||||
| Name: | Xxx X. Xxxxxxx | |||||
| Title: | Authorized Signatory | |||||
| Xxxx Force 3 CLO, Ltd. | ||||||
| By: GSO Debt Funds Management LLC as Collateral Manager |
||||||
| By: | /s/ Xxx X. Xxxxxxx | |||||
| Name: | Xxx X. Xxxxxxx | |||||
| Title: | Authorized Signatory | |||||
| Xxxx Force 4 CLO, Ltd. | ||||||
| By: GSO Debt Funds Management LLC as Collateral Manager |
||||||
| By: | /s/ Xxx X. Xxxxxxx | |||||
| Name: | Xxx X. Xxxxxxx | |||||
| Title: | Authorized Signatory | |||||
| XXXXXX STRAITS CLO 2004, LTD. | ||||||
| By: GSO Debt Funds Management LLC as Collateral Manager |
||||||
| By: | /s/ Xxx X. Xxxxxxx | |||||
| Name: | Xxx X. Xxxxxxx | |||||
| Title: | Authorized Signatory | |||||
| RIVERSIDE PARK CLO LTD. | ||||||
| By: GSO Debt Funds Management LLC | ||||||
| as Collateral Manager | ||||||
| By: | /s/ Xxxx X. Xxxxxxx | |||||
| Name: | Xxxx X. Xxxxxxx | |||||
| Title: | Senior Managing Director | |||||
| Sun Life Assurance Company of Canada (US) | ||||||
| By: GSO CP Holdings LP as Sub-Advisor | ||||||
| By: | /s/ Xxx X. Xxxxxxx | |||||
| Name: | Xxx X. Xxxxxxx | |||||
| Title: | Authorized Signatory | |||||
| GLADSTONE BUSINESS INVESTMENT, LLC | ||||||
| By: | /s/ Xxxx X. Xxxxxx | |||||
| Name: | Xxxx X. Xxxxxx | |||||
| Title: | Managing Director | |||||
| EMPORIA PREFERRED FUNDING I, LTD. By: Emporia Capital Management, LLC |
||||||
| By: | /s/ Xxxxxx Xxxxxxxxx | |||||
| Name: | ||||||
| Title: | Director | |||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | ||||||
| Title: | Vice President | |||||
| EMPORIA PREFERRED FUNDING III, LTD. | ||||||
| By: Emporia Capital Management, LLC | ||||||
| By: Name: |
/s/ Xxxxxx Xxxxxxxxx
|
|||||
| Title: | Director | |||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | ||||||
| Title: | Vice President | |||||
| EMPORIA PREFERRED FUNDING IV, LTD. By: Emporia Capital Management, LLC |
||||||
| By: Name: |
/s/ Xxxxxx Xxxxxxxxx
|
|||||
| Title: | Director | |||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | Vice President | |||||
| GoldenTree Loan Opportunities III, Limited By: GoldenTree Asset Management, LP |
||||||
| By: | /s/ Xxxxx X. Xxxxx | |||||
| Name: | ||||||
| Title: | Director – Bank Debt | |||||
| GoldenTree Loan Opportunities IV, Limited | ||||||
| By: GoldenTree Asset Management, LP | ||||||
| By: | /s/ Xxxxx X. Xxxxx | |||||
| Name: | Xxxxx X. Xxxxx | |||||
| Title: | Director – Bank Debt | |||||
| GoldenTree Loan Opportunities V, Limited | ||||||
| By: GoldenTree Asset Management, LP | ||||||
| By: Name: |
/s/ Xxxxx X. Xxxxx
|
|||||
| Title: | Director – Bank Debt | |||||
| LATITUDE CLO I, Ltd. | ||||||
| By: Name: |
/s/ Xxxx Xxxxxxx
|
|||||
| Title: | Senior Vice President | |||||
| LATITUDE CLO II, Ltd. | ||||||
| By: Name: |
/s/ Xxxx Xxxxxxx
|
|||||
| Title: | Senior Vice President | |||||
| LATITUDE CLO III, Ltd. | ||||||
| By: Name: |
/s/ Xxxx Xxxxxxx
|
|||||
| Title: | Senior Vice President | |||||
| WatchTower CLO I PLC, | ||||||
| By: Citadel Limited Partnership, Collateral Manager | ||||||
| By: Citadel Investment Group, L.L.C., its General Partner | ||||||
| as a Lender, Swing Line Lender and L/C Issuer | ||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||
| Name: | ||||||
| Title: | Authorized Signatory | |||||
| ColumbusNova CLO Ltd. 2006-I | ||||||
| as a Lender | ||||||
| By: Name: |
/s/ Xxxx X. Cal
|
|||||
| Title: | Associate Director | |||||
| ColumbusNova CLO Ltd. 2006-II | ||||||
| as a Lender | ||||||
| By: Name: |
/s/ Xxxx X. Cal
|
|||||
| Title: | Associate Director | |||||
| ColumbusNova CLO Ltd. 2007-I | ||||||
| as a Lender | ||||||
| By: Name: |
/s/ Xxxx X. Cal
|
|||||
| Title: | Associate Director | |||||
| ColumbusNova CLO IV Ltd. 2007-II | ||||||
| as a Lender | ||||||
| By: Name: |
/s/ Xxxx X. Cal
|
|||||
| Title: | Associate Director | |||||
| DEUTSCHE BANK TRUST COMPANY AMERICAS, as Lender |
||||||
| By: | /s/ Xxxxx Xxxxxx
|
|||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | Director | |||||
| By: Name: |
/s/ Xxxxxxx Xxxxxxx
|
|||||
| Title: | Director | |||||
| BNP PARIBAS | ||||||
| By: Name: |
/s/ Xxxxxx Xxxxxxx
|
|||||
| Title: | Director Merchant Banking Group | |||||
| By: Name: |
/s/ Xxxxxxx Xx
|
|||||
| Title: | Vice President | |||||
| LIGHTPOINT CLO III, LTD | ||||||
| LIGHTPOINT CLO IV, LTD | ||||||
| LIGHTPOINT CLO VII, LTD | ||||||
| LIGHTPOINT CLO VIII, LTD | ||||||
| By: Name: |
/s/ Xxxxxxx X. Xxx Xxxx
|
|||||
| Title: | Managing Director | |||||
| Avenue CLO Fund, Avenue CLO II, Ltd., Avenue CLO III, Ltd., | ||||||
| Avenue CLO IV, Ltd., Avenue CLO V, Ltd. and Avenue CLO VI, Ltd. | ||||||
| By: Name: |
/s/ Xxxxxxx X’Xxxxxxx
|
|||||
| Title: | Senior Portfolio Manager | |||||
| GRAND HORN CLO LTD. | ||||||
| By: Seix Investment Advisors LLC, as Collateral Manager | ||||||
| By: Name: |
/s/ Xxxxxx Xxxxxxxxx
|
|||||
| Title: | Managing Director | |||||
| XXXXXX COMMERCIAL PAPER INC. | ||||||
| By: Name: |
/s/ Xxxxx Xxxxxxxx
|
|||||
| Title: | Authorized Signatory | |||||
| General Electric Capital Corporation | ||||||
| By: Name: |
/s/ Xxxxx X. Zone
|
|||||
| Title: | Its Duly Authorized Signatory | |||||
| GE Business Financial Services Inc. | ||||||
| (formerly known as Xxxxxxx Xxxxx Business Financial Services Inc.) | ||||||
| By: Name: |
/s/ Xxxxx X. Zone
|
|||||
| Title: | Its Duly Authorized Signatory | |||||
| XXXXXX XXXXXXX BANK | ||||||
| By: | /s/ Xxxxxx Xxxxxx | |||||
| Name: | ||||||
| Title: | Authorized Signatory | |||||
| Tralee CDO I, Ltd | ||||||
| By: Par-Four Investment Management, LLC | ||||||
| as investment advisor | ||||||
| By: | /s/ Xxxxxx Xxxxxxx | |||||
| Name: | Xxxxxx Xxxxxxx | |||||
| Title | Authorized Signatory | |||||
| Madison Capital Funding LLC | ||||||
| By: | /s/ Xxxxxx Xxxxxx | |||||
| Name: Xxxxxx Xxxxxx | ||||||
| Title: Senior Vice President | ||||||
| CIT Healthcare LLC | ||||||
| By: | /s/ R. T. Roller
|
|||||
| Name: R. T. Roller | ||||||
| Title: Authorized Signatory | ||||||
| XXXXX LOAN FUND 2007-I, LTD. | ||||||
| BABSON CLO LTD. 2003-I | ||||||
| BABSON CLO LTD. 2004-I | ||||||
| BABSON CLO LTD. 2004-II | ||||||
| BABSON CLO LTD. 2005-I | ||||||
| BABSON CLO LTD. 2005-II | ||||||
| BABSON CLO LTD. 2005-III | ||||||
| BABSON CLO LTD. 2006-I | ||||||
| BABSON CLO LTD. 2006-II | ||||||
| BABSON CLO LTD. 2007-I | ||||||
| BABSON MID-MARKET CLO LTD. 2007-II | ||||||
| BABSON LOAN OPPORTUNITY CLO, LTD. | ||||||
| SAPPHIRE VALLEY CDO I, LTD. | ||||||
| By: Babson Capital Management LLC as Collateral Manager | ||||||
| By: | /s/ Xxxxxxx Xxxxx
|
|||||
| Name: Xxxxxxx Xxxxx | ||||||
| Title: Director | ||||||
| C.M. LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Sub-Adviser |
||||||
| By: | /s/ Xxxxxxx Xxxxx
|
|||||
| Name: Xxxxxxx Xxxxx | ||||||
| Title: Director | ||||||
| MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser |
||||||
| By: | /s/ Xxxxxxx Xxxxx
|
|||||
| Name: Xxxxxxx Xxxxx | ||||||
| Title: Director | ||||||
| XXXXXXXXX FINANCE CP FUNDING LLC | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxxx
|
|||||
| Name: Xxxxxxx X. Xxxxxxxx | ||||||
| Title: Closing Manager | ||||||
| JFIN CLO 2007 LTD. By: Jefferies Finance LLC as Collateral Manager |
||||||
| By: | /s/ Xxxxxxx X. Xxxxxxxx
|
|||||
| Name: Xxxxxxx X. Xxxxxxxx | ||||||
| Title: Closing Manager | ||||||
| Xxxxxxx Xxxxx Bank USA | ||||||
| By: Name: |
/s/ Xxxx Xxxxxx
|
|||||
| Title: | Authorized Signatory | |||||
| Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO IV, LTD., or an affiliate |
||||||
| By: Name: |
/s/ Xxxx X. Xxxxxxx
|
|||||
| 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 |
||||||
| By: Name: |
/s/ Xxxx X. Xxxxxxx
|
|||||
| 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 |
||||||
| By: Name: |
/s/ Xxxx X. Xxxxxxx
|
|||||
| Title: | CHIEF CREDIT OFFICER | |||||
| Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CREDIT OPPORTUNITY FUND FINANCING, LTD., or an affiliate |
||||||
| By: Name: |
/s/ Xxxx X. Xxxxxxx
|
|||||
| Title: | CHIEF CREDIT OFFICER | |||||
| XXXXXXX XXXXX CAPITAL SERVICES, INC. | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | Vice President | |||||
| CIT CLO I LTD. | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxx | |||||
| Name: | XXXXX X. XXXXXXXX | |||||
| Title: | VICE PRESIDENT | |||||
| CIT ASSET MANAGEMENT | ||||||
| Grand Central Asset Trust CAMERON I Series | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | Attorney-in-fact | |||||
| ADDITIONAL LENDERS: | ||||||||||
| OAK HILL CREDIT PARTNERS II, LIMITED | OAK HILL CREDIT PARTNERS III, LIMITED | |||||||||
| By: Oak Hill CLO Management II, LLC As Investment Manager |
By: Oak Hill CLO Management III, LLC As Investment Manager |
|||||||||
By:
|
/s/ Xxxxx X. Xxxxx
|
By: | /s/ Xxxxx X. Xxxxx
|
|||||||
Name:
|
Xxxxx X. Xxxxx | Name: | Xxxxx X. Xxxxx | |||||||
Title:
|
Authorized Person | Title: | Authorized Person | |||||||
| OAK HILL CREDIT PARTNERS IV, LIMITED | OAK HILL CREDIT PARTNERS V, LIMITED | |||||||||
| By: Oak Hill CLO Management IV, LLC | By: Oak Hill CLO Management V, LLC | |||||||||
| As Investment Manager | As Investment Manager | |||||||||
By:
|
/s/ Xxxxx X. Xxxxx
|
By: | /s/ Xxxxx X. Xxxxx
|
|||||||
Name:
|
Xxxxx X. Xxxxx | Name: | Xxxxx X. Xxxxx | |||||||
Title:
|
Authorized Person | Title: | Authorized Person | |||||||
| CRP V | SMBC MVI SPC, on behalf of and for the account of Segregated Portfolio No. 1 |
|||||||||
| By: Oak Hill Advisors, L.P. As Portfolio Manager |
By: Oak Hill Separate Account Management I, LLC As Investment Manager |
|||||||||
By:
|
/s/ Xxxxx X. Xxxxx
|
By: | /s/ Xxxxx X. Xxxxx
|
|||||||
Name:
|
Xxxxx X. Xxxxx | Name: | Xxxxx X. Xxxxx | |||||||
Title:
|
Authorized Person | Title: | Authorized Person | |||||||
| OHA PARK AVENUE CLO I, LTD. | GMAM GROUP PENSION TRUST I | |||||||||
| By: Oak Hill Advisors, L.P. As Investment Manager |
By: STATE STREET BANK AND TRUST COMPANY, solely as Trustee |
|||||||||
By:
|
/s/ Xxxxx X. Xxxxx
|
By: | ||||||||
Name:
|
Xxxxx X. Xxxxx | Name: | ||||||||
Title:
|
Authorized Person | Title: | ||||||||
