SEVENTH AMENDMENT TO FINANCING AGREEMENT
Exhibit 10.1
SEVENTH AMENDMENT
SEVENTH AMENDMENT, dated as of April 20, 2017 (this “Amendment”), to the Financing Agreement, dated as of July 31, 2014, as amended, restated, supplemented or otherwise modified from time to time (as so amended, the “Financing Agreement”), by and among Aurora Diagnostics Holdings, LLC, a Delaware limited liability company (the “Parent”), Aurora Diagnostics, LLC, a Delaware limited liability company (the “Borrower”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder or otherwise guaranties all or any part of the Obligations (as thereinafter defined), each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), Cerberus Business Finance, LLC, a Delaware limited liability company (“Cerberus”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and Cerberus, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
WHEREAS, the Borrower, the Guarantors, the Agents and the Lenders wish to amend certain terms and provisions of the Financing Agreement as hereafter set forth.
NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereto hereby agree as follows:
1. Definitions. All terms used herein that are defined in the Financing Agreement and not otherwise defined herein shall have the meanings assigned to them in the Financing Agreement.
2. Amendments.
(a) New Definitions. Section 1.01 of the Financing Agreement is hereby amended by adding the following definitions, in appropriate alphabetical order:
““Seventh Amendment” means the Seventh Amendment to Financing Agreement, dated as of April 20, 2017, among the Borrower, the Guarantors, the Agents and the Lenders.”
““Seventh Amendment Effective Date” has the meaning specified therefor in Section 4 of the Seventh Amendment.”
(b) Existing Definitions.
(i) The definition of “Final Maturity Date” in Section 1.01 of the Financing Agreement is hereby amended and restated in its entirety to read as follows:
““Final Maturity Date” means the earliest of (i) July 31, 2019, (ii) October 14, 2017 in the event that the maturity date of the Senior Unsecured Notes (or any Permitted
Refinancing Indebtedness in respect thereof) other than an aggregate principal amount of Senior Unsecured Notes not in excess of $2,600,000 has not been extended to October 31, 2019 or a later date on or before October 14, 2017, and (iii) the date that the Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.”
3. Representations and Warranties. Each Loan Party hereby represents and warrants to the Agents and the Lenders as follows:
(a) Organization, Good Standing, Etc. Each Loan Party (i) is a corporation, trust, limited liability company or limited partnership duly organized, validly existing and in good standing, if applicable, under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated, and to execute and deliver this Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and (iii) is duly qualified to do business and is in good standing, if applicable, in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing, if applicable, could reasonably be expected to have a Material Adverse Effect.
(b) Authorization, Etc. The execution, delivery and performance by each Loan Party of this Amendment and the Financing Agreement, as amended hereby, (i) have been duly authorized by all necessary action, (ii) do not and will not contravene (A) any of its Governing Documents, (B) any applicable material Requirement of Law or (C) any Material Contract binding on or otherwise affecting it or any of its properties, (iii) do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and (iv) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties, except, in the case of clause (iv), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.
(c) Governmental Approvals. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution, delivery and performance by any Loan Party of this Amendment and the Financing Agreement, as amended hereby, other than filings and recordings with respect to Collateral to be made, or otherwise delivered to the Collateral Agent for filing or recordation.
(d) Enforceability of Amendment. This Amendment is, and each other Loan Document to which any Loan Party is or will be a party, when delivered hereunder, will be, a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity and subject to applicable laws restricting the enforceability against a Governmental Authority of the assignment of Accounts arising under Medicare and Medicaid.
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(e) The representations and warranties contained in Article VI of the Financing Agreement and in each other Loan Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applied to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Seventh Amendment Effective Date as though made on and as of such date (unless such representations or warranties are stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applied to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date).
(f) No Default or Event of Default shall have occurred and be continuing on the Seventh Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms.
4. Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full (or waiver by the Agents), in a manner satisfactory to the Agents, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied being herein called the “Seventh Amendment Effective Date”):
(a) The Agents shall have received this Amendment, duly executed by the Loan Parties, each Agent and the Lenders.
(b) The Borrowers shall have paid on, or contemporaneous with the effectiveness of, or before the Seventh Amendment Effective Date all fees, costs, expenses and taxes then payable pursuant to Section 2.06 of the Financing Agreement and Section 12.04 of the Financing Agreement, which have been invoiced prior to the Seventh Amendment Effective Date.
(c) No event or development shall have occurred since December 31, 2016 which could reasonably be expected to have a Material Adverse Effect.
(d) There shall not exist any action, suit, investigation, litigation or proceeding or other legal or regulatory developments, pending or threatened in writing in any court or before any arbitrator or Governmental Authority that, singly or in the aggregate, materially impairs any of the transactions contemplated by the Loan Documents, or that could reasonably be expected to have a Material Adverse Effect.
5. Continued Effectiveness of the Financing Agreement and Other Loan Documents. Each Loan Party hereby (i) acknowledges and consents to this Amendment, (ii) confirms and agrees that the Financing Agreement and each other Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Seventh Amendment Effective Date all references in any such Loan Document to “the Financing Agreement”, the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Financing Agreement
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shall mean the Financing Agreement as amended by this Amendment, and (iii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Collateral Agent for the benefit of the Agents and the Lenders, or to grant to the Collateral Agent for the benefit of the Agents and the Lenders a security interest in or Lien on, any Collateral as security for the Obligations of the Loan Parties from time to time existing in respect of the Financing Agreement (as amended hereby) and the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects. This Agreement does not and shall not affect any of the obligations of the Loan Parties, other than as expressly provided herein, including, without limitation, the Loan Parties’ obligations to repay the Loans in accordance with the terms of Financing Agreement, or the obligations of the Loan Parties under any Loan Document to which they are a party, all of which obligations shall remain in full force and effect. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agents or any Lender under the Financing Agreement or any other Loan Document, nor constitute a waiver of any provision of the Financing Agreement or any other Loan Document.
6. Consent.
(a) Pursuant to the request by the Loan Parties, but subject to satisfaction of the conditions set forth in Section 4 hereof, and in reliance upon (A) the representations and warranties of Loan Parties set forth herein and in the Financing Agreement and (B) the agreements of the Loan Parties set forth herein, the Agents and the Lenders hereby consent to the Borrower redeeming or repurchasing or paying at maturity up to $2,600,000 of the Senior Unsecured Notes at any time and from time to time within eight (8) months of the consummation of the notes exchange offer contemplated by the term sheet furnished by the Loan Parties to the Agents and the Lenders prior to the date hereof (the “Term Sheet”) to the extent that, and only to the extent that, such Senior Unsecured Notes remain outstanding following the consummation of such notes exchange offer (the “Repurchase Transaction”) so long as (i) such Repurchase Transaction does not exceed $2,600,000 in the aggregate and (ii) such Repurchase Transaction is consummated at any time and from time to time within eight (8) months of the consummation of the notes exchange offer contemplated by the Term Sheet.
(b) The consent in this Section 6 shall be effective only in this specific instance and for the specific purpose set forth herein and does not allow for any other or further departure from the terms and conditions of the Financing Agreement or any other Loan Document, which terms and conditions shall continue in full force and effect.
7. Release. The Agents and the Lenders wish (and each Loan Party agrees) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Agents’ and the Lenders’ rights, interests, security and/or remedies under the Financing Agreement and the other Loan Documents. Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Loan Party (for itself and its Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release and forever discharge each Agent, each Lender and each of their respective Affiliates, officers, directors, employees, attorneys,
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consultants and agents (collectively, the “Released Parties”) from any and all debts, claims, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done prior to the Seventh Amendment Effective Date arising out of, connected with or related in any way to this Amendment, the Financing Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of any Agent or any Lender contained therein, or the possession, use, operation or control of any of the assets of each Loan Party, or the making of any Loans or other advances, or the management of such Loans or advances or the Collateral prior to the Seventh Amendment Effective Date.
8. Miscellaneous.
(a) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by facsimile or electronic mail shall be equally effective as delivery of an original executed counterpart of this Amendment.
(b) Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
(c) This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
(d) Each Loan Party hereby acknowledges and agrees that this Amendment constitutes a “Loan Document” under the Financing Agreement. Accordingly, it shall be an Event of Default under the Financing Agreement (i) if any representation or warranty made by a Loan Party under or in connection with this Amendment shall have been untrue, false or misleading in any material respect when made, or (ii) any Loan Party shall fail to perform or observe any term, covenant or agreement contained in this Amendment.
(e) Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
(f) Subject to the provisions of Section 12.04 of the Financing Agreement, the Borrower will pay on demand all reasonable and documented out-of-pocket fees, costs and expenses of the Agents and the Lenders in connection with the preparation, execution and delivery of this Amendment or otherwise payable under the Financing Agreement, including, without limitation, reasonable fees, disbursements and other charges of counsel to the Agents and the Lenders.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date set forth on the first page hereof.
| BORROWER: | ||||
| AURORA DIAGNOSTICS, LLC | ||||
| By: | /s/ Xxxxxxx Xxxxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxxxx | |||
| Title: | Vice President and Controller | |||
| GUARANTORS: | ||||
| AURORA DIAGNOSTICS HOLDINGS, LLC | ||||
| AURORA DIAGNOSTICS FINANCING, INC. | ||||
| AURORA GEORGIA, LLC | ||||
| AURORA GREENSBORO LLC | ||||
| AURORA LMC, LLC | ||||
| AURORA MASSACHUSETTS, LLC | ||||
| AURORA MICHIGAN, LLC | ||||
| AURORA NEW HAMPSHIRE, LLC | ||||
| BIOPSY DIAGNOSTICS, LLC | ||||
| XXXXXXXXXX PATHOLOGY, L.L.C. | ||||
| C R COLLECTIONS, LLC | ||||
| DERMPATH NEW ENGLAND, LLC | ||||
| GREENSBORO PATHOLOGY, LLC | ||||
| XXXXXXX PATHOLOGY ADX, LLC | ||||
| LABORATORY OF DERMATOPATHOLOGY ADX, LLC | ||||
| PATHOLOGY SOLUTIONS, LLC | ||||
| SEACOAST PATHOLOGY, INC. | ||||
| TEXAS PATHOLOGY, LLC | ||||
| TWIN CITIES DERMATOPATHOLOGY, LLC | ||||
| By: | /s/ Xxxxxxx Xxxxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxxxx | |||
| Title: | Vice President and Controller | |||
Seventh Amendment to Financing
Agreement
| XXXXXXXXX LABORATORIES, INC. | ||||
| CONSULTANTS IN LABORATORY MEDICINE OF GREATER TOLEDO, INC. | ||||
| XXXX & XXXXXXX HOLDINGS, INC. | ||||
| XXXX & XXXXXXX, LLC | ||||
| XXXXXXX XXXXXXX, LLC | ||||
| WEST GEORGIA PATHOLOGY, LLC | ||||
| PATHOLOGY ASSOCIATES OF SEBRING, LLC | ||||
| By: | /s/ Xxxxxxx Xxxxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxxxx | |||
| Title: | Vice President and Treasurer | |||
| THE LMC REVOCABLE TRUST, B.T. | ||||
| THE WPC REVOCABLE TRUST, B.T | ||||
| By: | /s/ Xxxxxxx Xxxxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxxxx | |||
| Title: | Trustee | |||
| MID-ATLANTIC PATHOLOGY SERVICES, INC. | ||||
| By: | /s/ Xxxxxxx Xxxxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxxxx | |||
| Title: | Treasurer | |||
Seventh Amendment to Financing
Agreement
| COLLATERAL AGENT AND ADMINISTRATIVE AGENT: | ||||
| CERBERUS BUSINESS FINANCE, LLC | ||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Executive Vice President | |||
Seventh Amendment to Financing
Agreement
| LENDERS: | ||
| CERBERUS ASRS HOLDINGS LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Vice President | |
| CERBERUS LEVERED LOAN OPPORTUNITIES FUND II, L.P. | ||
| By: | Cerberus Levered Opportunities II GP, LLC | |
| Its: | General Partner | |
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Senior Managing Director | |
| CERBERUS NJ CREDIT OPPORTUNITIES FUND, L.P. | ||
| By: | Cerberus NJ Credit Opportunities GP, LLC | |
| Its: | General Partner | |
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Senior Managing Director | |
| CERBERUS ICQ LEVERED LOAN OPPORTUNITIES FUND, L.P. | ||
| By: | Cerberus ICQ Levered Opportunities GP, LLC | |
| Its: | General Partner | |
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Senior Managing Director | |
Seventh Amendment to Financing
Agreement
| CERBERUS ICQ LEVERED LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Vice President | |
| CERBERUS ONSHORE II CLO LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Vice President | |
| CERBERUS ONSHORE LEVERED II LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Vice President | |
| CERBERUS ASRS FUNDING LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Vice President | |
| CERBERUS N-1 FUNDING LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Vice President | |
| CERBERUS KRS LEVERED LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Vice President | |
Seventh Amendment to Financing
Agreement
| CERBERUS OFFSHORE LEVERED II LP | ||
| By: | COL II GP Inc. | |
| Its: | General Partner | |
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Vice President | |
| CERBERUS AUS LEVERED II LP | ||
| By: | XXX XX GP LLC | |
| Its: | General Partner | |
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Vice President | |
| CERBERUS SWC LEVERED LP | ||
| By: | Cerberus SL GP LLC | |
| Its: | General Partner | |
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Vice President | |
| CERBERUS ONSHORE II CLO-2 LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Vice President | |
| CERBERUS KRS LEVERED LOAN OPPORTUNITIES FUND, L.P. | ||
| By: | Cerberus KRS Levered Opportunities GP, LLC | |
| Its: | General Partner | |
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Senior Managing Director | |
Seventh Amendment to Financing
Agreement
| CERBERUS OFFSHORE LEVERED LOAN OPPORTUNITIES MASTER FUND II, L.P. | ||
| By: | Cerberus Levered Opportunities Master Fund II GP, LLC | |
| Its: | General Partner | |
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Senior Managing Director | |
| CERBERUS AUS LEVERED HOLDINGS LP | ||
| By: | CAL I GP Holdings LLC | |
| Its: | General Partner | |
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Senior Managing Director | |
| CERBERUS SWC LEVERED LOAN OPPORTUNITIES MASTER FUND, L.P. | ||
| By: | Cerberus SWC Levered Opportunities GP, LLC | |
| Its: | General Partner | |
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Senior Managing Director | |
| CERBERUS LOAN FUNDING XV L.P. | ||
| By: | Cerberus ICQ GP, LLC | |
| Its: | General Partner | |
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Senior Managing Director | |
| CERBERUS SWC LEVERED II LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Vice President | |
Seventh Amendment to Financing
Agreement
| SHP CAPITAL SOLUTIONS FUND L.P. | ||
| By: | Allianz Global Investors U.S. LLC, as Manager | |
| By: | /s/ Xxxxxxx Zupor | |
| Name: | Xxxxxxx Zupor | |
| Title: | Authorized Person | |
Seventh Amendment to Financing
Agreement
| CRESTLINE SPECIALTY LENDING, L.P. | ||
| By: |
Crestline Management, L.P., its Investment Manager | |
| By: |
Crestline Investors, Inc., its General Partner | |
| By: |
/s/ Xxxxxxxx X. Xxxxxx | |
| Name: |
Xxxxxxxx X. Xxxxxx | |
| Title: |
Vice President | |
| CSL FUNDING, L.P. | ||
| By: |
Crestline Management, L.P., its Investment Manager | |
| By: |
Crestline Investors, Inc., its General Partner | |
| By: |
/s/ Xxxxxxxx X. Xxxxxx | |
| Name: |
Xxxxxxxx X. Xxxxxx | |
| Title: |
Vice President | |
Seventh Amendment to Financing
Agreement
| FORTRESS CREDIT OPPORTUNITIES V CLO LIMITED | ||
| By: | FCO V CLO CM LLC, its collateral manager | |
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Authorized Signatory | |
| FORTRESS CREDIT OPPORTUNITIES III CLO LP | ||
| By: | FCO III CLO GP LLC, its General Partner | |
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Authorized Signatory | |
| FORTRESS CREDIT BSL LIMITED | ||
| By: | FC BSL CM LLC, its collateral manager | |
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Authorized Signatory | |
| DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP | ||
| By: |
Drawbridge Special Opportunities GP LLC, its general partner | |
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Authorized Signatory | |
| FORTRESS CREDIT OPPORTUNITIES VII CLO LP | ||
| By: |
FCO VII CLO CM LLC, its collateral manager | |
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Authorized Signatory | |
| DBDB FUNDING LLC | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Authorized Signatory | |
Seventh Amendment to Financing
Agreement
| XXXXXXXX FUNDING 2016-2 LTD. | ||
| By: | Xxxxxxxx Capital Inc., its Collateral Manager | |
| By: | Xxxxxxxx Capital Advisers LLC, its Investment Adviser | |
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Secretary | |
| XXXXXXXX MIDDLE MARKET II LP | ||
| By: | Xxxxxxxx Middle Market II GP LLC, as Collateral Manager | |
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Secretary | |
| GMMF FUNDING LLC | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Secretary | |
