SIXTH AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.1
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT dated as of April 14, 2009 (the “Amendment”) is entered into among Georgia Gulf Corporation, a Delaware corporation (“GGC”), Royal Group, Inc. (formerly known as Royal Group Technologies Limited), a Canadian federal corporation (the “Canadian Borrower”; together with GGC, the “Borrowers”), the Guarantors, the Lenders party hereto, Bank of America, National Association, as Domestic Administrative Agent and Bank of America, National Association acting through its Canada branch, as Canadian 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 Borrowers, the Guarantors, the Lenders, Bank of America, National Association, as Domestic Administrative Agent, Domestic Collateral Agent and Domestic L/C Issuer, Bank of America, National Association acting through its Canada branch, as Canadian Administrative Agent, Canadian Collateral Agent and Canadian L/C Issuer and The Bank of Nova Scotia, as Canadian Swing Line Lender entered into that certain Credit Agreement dated as of October 3, 2006 (as amended from time to time, the “Credit Agreement”); and
WHEREAS, GGC has requested that the Lenders amend 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:
Section 1. Amendments.
(a) The first sentence of Section 6.07 of the Credit Agreement is hereby amended by inserting “; provided that the failure, if any, of GGC or any Subsidiary to make the interest payments due on April 15, 2009 under the 2006 Senior Notes and the 2006 Senior Subordinated Notes shall not render inaccurate the foregoing representation unless any portion of such amounts remains unpaid as of 5:00 p.m. on May 11, 2009” at the end thereof.
(b) Section 7.04 of the Credit Agreement is hereby amended by inserting “; provided that the failure, if any, of any Loan Party to make the interest payments due on April 15, 2009 under the 2006 Senior Notes and the 2006 Senior Subordinated Notes shall not constitute a breach of this covenant unless any portion of such amounts remains unpaid as of 5:00 p.m. on May 11, 2009” at the end thereof.
(c) Section 9.01(f)(i)(A) of the Credit Agreement is hereby amended by inserting “(or, in the case of the interest payments due on April 15, 2009 under the 2006 Senior Notes and the 2006 Senior Subordinated Notes, prior to 5:00 p.m. on May 11, 2009)” immediately following the word “due” in the first line thereof. For avoidance of doubt, it is understood and agreed that the failure to have made any such payment prior to 5:00 p.m. on May 11, 2009 does not constitute a Default.
Section 2. Conditions Precedent. This Amendment shall be effective upon satisfaction of the following conditions precedent (the date on which such conditions have been satisfied, the “Amendment Effective Date”):
(a) Receipt by the Domestic Administrative Agent of counterparts of this Amendment duly executed by the Borrowers, the Guarantors set forth on the signature pages hereto, the Required Lenders, the Required Domestic Revolving Lenders, the Required Canadian Revolving Lenders and Bank of America, N.A., as Administrative Agent;
(b) Receipt by the Domestic Administrative Agent (i) for the account of (x) each Lender that has the right under the Credit Agreement to approve this Amendment and that has executed this Amendment on or prior to 9:00 p.m., New York City time, on April 14, 2009 and (y) each other Lender that has the right under the Credit Agreement to approve this Amendment and that has not been given the opportunity to access this Amendment and consent thereto (each of the Lenders described in the foregoing clauses (x) and (y) a “Consenting Lender”), a fee equal to 0.125% of the aggregate amount of each such Consenting Lender’s (A) Canadian Revolving Commitment, (B) Canadian Swing Line Commitment, (C) Domestic Revolving Commitment and (D) portion of the Term Loan outstanding and (ii) any fees and expenses of the Administrative Agents (including reasonable attorneys’ fees of the Administrative Agents) in connection with the Loan Documents;
(c) Receipt by BAS of all fees, expenses and other amounts that have become due and payable to BAS, in its capacity as arranger of the Amendment, on or prior to the Amendment Effective Date pursuant to that certain letter agreement dated as of April 10, 2009 between GGC and BAS; and
(d) Receipt by any Administrative Agent of such other documents, instruments, agreements and information as reasonably requested by such Administrative Agent.
Section 3. Release.
(a) Each Loan Party and its respective successors, assigns and legal representatives (collectively, the “Releasors”), releases, acquits and forever discharges each Administrative Agent and each Lender (collectively, the “Lender Parties”), and their respective subsidiaries, parents, affiliates, officers, directors, employees, agents, attorneys, advisors, successors and assigns, both present and former (collectively, the “Lender Party Affiliates”), from any and all manner of losses, costs, defenses, damages, liabilities, deficiencies, actions, causes of action, suits, debts, controversies, damages, judgments, executions, claims, demands and out-of-pocket expenses whatsoever, asserted or unasserted, known or unknown, foreseen or unforeseen, in contract, tort, law or equity (generically, “Claims”), that any Releasor has or may have against any of the Lender Parties and/or the Lender Party Affiliates by reason of any action, failure to act, event, statement, accusation, assertion, matter or thing whatsoever arising from or based on facts occurring prior to the Amendment Effective Date that arises out of or is connected to the Loan Documents, the Loans and the Letters of Credit, including but not limited to any Claims or defense that relates to, in whole or in part, directly or indirectly: (i) the Credit Agreement or any other Loan Document or the transactions contemplated thereby; (ii) the making of any Loans or issuance of Letters of Credit under the Loan Documents; (iii) any actual or proposed use by the Loan Parties of the proceeds of the Loans or Letters of Credit; (iv) any actions or omissions of any Lender Party or Lender Party Affiliate in connection with the initiation or continuing exercise of any right or remedy contained in the Loan Documents at law or in equity; (v) the making or administration of the Loans, including without limitation, any such claims and defenses based on fraud, mistake, duress, usury or misrepresentation, or any other claim based on so-called “lender liability theories”; (vi) any covenants, agreements, duties or obligations set forth in the Loan Documents; (vii) lost profits, (viii) loss of business opportunity, (ix) increased financing costs, (x) increased legal or other administrative fees or (xi) damages to business reputation.
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(b) Each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby unconditionally and irrevocably agrees that it will not xxx any Lender Party or Lender Party Affiliate on the basis of any Claim released, remised and discharged by such Loan Party pursuant to this Section 3. If any Loan Party or any of their respective successors, assigns or other legal representatives violates the foregoing covenant, each Loan Party, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Lender Party or Lender Party Affiliate may sustain as a result of such violation, all reasonable and documented attorneys’ fees and costs incurred by any Lender Party or Lender Party Affiliate as a result of such violation.
Section 4. 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 (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) 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 Loan Documents.
(c) The Borrowers and the Guarantors hereby represent and warrant 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.
(d) The Loan Parties represent and warrant to the Lenders that after giving effect to this Amendment (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 and will be true and correct in all material respects as of the Amendment Effective Date with the same effect as if made on and as of such dates, except to the extent such representations and warranties expressly relate solely to an earlier date and (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default.
(e) Each Loan Party hereby ratifies and confirms the security interest in and to all Collateral granted to the Collateral Agent pursuant to the Collateral Documents and the perfected, first priority status of such security interest as set forth therein (subject only to liens which are permitted by the terms of the Loan Documents to be prior to the Lien of the Collateral Agent).
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(f) In the event that the Amendment Effective Date occurs during the period beginning on April 15, 2009 through and including May 11, 2009, the Lenders hereby waive, solely during the period beginning on April 15, 2009 through and including the Amendment Effective Date, any Event of Default under Section 9.01(f) of the Credit Agreement arising from the Company’s failure to pay the interest payments due on April 15, 2009 on the 2006 Senior Notes and the 2006 Senior Subordinated Notes. The waiver granted pursuant to this Section 4(f) shall be limited precisely as written, and shall not extend to any Default or Event of Default under any other provision of the Credit Agreement.
(g) 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.
(h) 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.
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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.
BORROWERS: |
GEORGIA GULF CORPORATION, |
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a Delaware corporation, as a Borrower and, with respect to the Canadian Obligations, as a Guarantor |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Chief Financial Officer |
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ROYAL GROUP, INC. (formerly known as ROYAL GROUP TECHNOLOGIES LIMITED), a Canadian federal corporation, as a Borrower |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Chief Financial Officer |
DOMESTIC GUARANTORS: |
GEORGIA GULF CHEMICALS & VINYLS, LLC, a Delaware limited liability company |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Vice President |
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GEORGIA GULF LAKE XXXXXXX, LLC, a Delaware limited liability company |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Vice President |
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GREAT RIVER OIL & GAS CORPORATION, a Delaware corporation |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Vice President |
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ROME DELAWARE CORP., a Delaware corporation |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Vice President |
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ROYAL PLASTICS GROUP (U.S.A.) LIMITED, a Delaware corporation |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Vice President |
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PLASTIC TRENDS, INC., a Michigan corporation |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Vice President |
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ROYAL OUTDOOR PRODUCTS, INC., an Indiana corporation |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Vice President |
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ROYAL WINDOW AND DOOR PROFILES PLANT 12 INC., a Nevada corporation |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Vice President |
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ROYAL WINDOW AND DOOR PROFILES PLANT 13 INC., a Pennsylvania corporation |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Vice President |
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ROYAL WINDOW AND DOOR PROFILES PLANT 14 INC., a Washington corporation |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Vice President |
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ROYAL WINDOW COVERINGS (USA) L.P., a Texas limited partnership |
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By: NOVO MANAGEMENT, INC., |
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a Nevada corporation, its Managing Partner |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Vice President |
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ROYAL MOULDINGS LIMITED, a Nevada corporation |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Vice President |
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ROYAL GROUP SALES (USA) LIMITED., a Nevada Corporation |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: |
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Title: |
CANADIAN GUARANTORS: |
ROME ACQUISITION HOLDING CORP., a |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Vice President |
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6632149 CANADA INC., |
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a Canadian federal corporation |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Vice President |
DOMESTIC |
BANK OF AMERICA, N.A. |
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ADMINISTRATIVE AGENT: |
as Domestic Administrative Agent and |
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Domestic Collateral Agent |
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By: |
/s/ Xxxxx X. Xxxxx |
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Name: |
Xxxxx X. Xxxxx |
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Title: |
SVP |
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CANADIAN |
BANK OF AMERICA, N.A. |
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ADMINISTRATIVE AGENT: |
acting through its Canada branch, as Canadian |
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Administrative
Agent and Canadian Collateral |
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By: |
/s/ Xxxxxx Sales xx Xxxxxxx |
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Name: |
Xxxxxx Sales xx Xxxxxxx |
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Title: |
Vice President |
LENDERS |
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AND L/C ISSUERS: |
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ABN AMRO BANK, N.V. |
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AIG ANNUNITY INSURANCE COMPANY |
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as a Canadian Revolving Lender |
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By: AIG Global Investment Corp. |
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By: |
/s/ Xxxxx X. Xxxxx |
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By: |
/s/ W. Xxxxxxx Xxxxxx |
Name: |
Xxxxx X. Xxxxx |
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Name: |
W. Xxxxxxx Xxxxxx |
Title: |
Senior Vice President |
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Title: |
Managing Director |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxx |
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Title: |
Senior Vice President |
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AIG-BANK LOAN FUND LTD. |
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SUNAMERICA SENIOR FLOATING RATE |
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By: AIG Global Investment Corp., Its |
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FUND, INC. |
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Investment Manager |
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By: AIG-Global Investment Corp., Investment |
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Sub-Adviser |
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By: |
/s/ W. Xxxxxxx Xxxxxx |
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Name: |
W. Xxxxxxx Xxxxxx |
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Title: |
Managing Director |
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By: |
/s/ W. Xxxxxxx Xxxxxx |
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Name: |
W. Xxxxxxx Xxxxxx |
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Title: |
Managing Director |
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AMMC CLO III, LIMITED |
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AMMC CLO IV, LIMITED |
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By: American Money Management Corp., as |
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By: American Money Management Corp., as |
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Collateral Manager as a Lender |
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Collateral Manager as a Lender |
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By: |
/s/ Xxxxx X. Xxxxx |
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By: |
/s/ Xxxxx X. Xxxxx |
Name: |
Xxxxx X. Xxxxx |
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Name: |
Xxxxx X. Xxxxx |
Title: |
Senior Vice President |
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Title: |
Senior Vice President |
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AMMC CLO VI, LIMITED |
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AMMC VII, LIMITED |
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By: American Money Management Corp., as |
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By: American Money Management Corp., as |
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Collateral Manager as a Lender |
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Collateral Manager as a Lender |
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By: |
/s/ Xxxxx X. Xxxxx |
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By: |
/s/ Xxxxx X. Xxxxx |
Name: |
Xxxxx X. Xxxxx |
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Name: |
Xxxxx X. Xxxxx |
Title: |
Senior Vice President |
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Title: |
Senior Vice President |
AMMC VIII, LIMITED |
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APOSTLE XXXXXX XXXXXX SENIOR |
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By: American Money Management Corp., as |
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LOAN FUND, as a Lender |
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Collateral Manager as a Lender |
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By: |
Please See Following Page: |
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By: |
/s/ Xxxxx X. Xxxxx |
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Name: |
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Name: |
Xxxxx X. Xxxxx |
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Title: |
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Title: |
Senior Vice President |
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APOSTLE XXXXXX XXXXXX SENIOR |
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LOAN FUND, as Lender |
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By: Xxxxxx, Xxxxxx & Company, L.P. |
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Its Investment Manager |
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By: Xxxxxx, Xxxxxx & Company, Incorporated |
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Its General Partner |
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By: |
/s/ Xxxx X. Xxxx |
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Name: |
Xxxx X. Xxxx |
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Title: |
Vice President |
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THE ASSETS MANAGEMENT |
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BABSON CLO LTD. 2004-I |
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COMMITTEE OF THE COCA-COLA |
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BABSON CLO LTD. 2005-I |
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COMPANY MASTER RETIREMENT |
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BABSON CLO LTD. 2005-II |
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TRUST, BY: PYRAMIS GLOBAL |
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BABSON CLO LTD. 2005-III |
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ADVISORS TRUST COMPANY, AS |
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BABSON CLO LTD. 2006-II |
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INVESTMENT MANAGER UNDER |
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BABSON CLO LTD. 2007-I |
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POWER OF ATTORNEY as a Lender |
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SAPPHIRE VALLEY CDO I, LTD. |
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SUFFIELD CLO, LIMITED as Lenders |
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By: |
/s/ Xxxxx Xxxxxxxx |
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By: Babson Capital Management LLC as |
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Name: |
Xxxxx Xxxxxxxx |
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Collateral Manager |
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Title: |
VP |
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By: |
/s/ Xxxxxxxx Xxxxxx |
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Name: |
Xxxxxxxx Xxxxxx |
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Title: |
Director |
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MAPLEWOOD (CAYMAN) LIMITED |
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as a Lender |
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By: Babson Capital Management LLC as |
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Investment Manager |
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By: |
/s/ Xxxxxxxx Xxxxxx |
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Name: |
Xxxxxxxx Xxxxxx |
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Title: |
Director |
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BALTIC FUNDING LLC as a Lender |
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JFIN CLO 2007 LTD. as a Lender |
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By: Jefferies Finance LLC as Collateral |
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By: |
/s/ Xxxx X. Xxxxx |
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Manager |
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Name: |
Xxxx X. Xxxxx |
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Title: |
Assistant Vice President |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Director |
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BANK OF AMERICA, N.A. |
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BANK OF AMERICA, N.A. |
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as Lender |
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acting through its Canada branch, as a Lender |
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and a Canadian L/C Issuer |
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By: |
/s/ Xxxxx X. Xxxxx |
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Name: |
Xxxxx X. Xxxxx |
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By: |
/s/ Xxxxxx Sales xx Xxxxxxx |
Title: |
SVP |
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Name: |
Xxxxxx Sales xx Xxxxxxx |
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Title: |
Vice President |
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THE BANK OF NOVA SCOTIA as a Lender |
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BANK OF TOKYO-MITSUBISHI UFJ |
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and a Canadian L/C Issuer |
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TRUST COMPANY as a Lender |
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By: |
/s/ Xxxxxxx Xxxxxxxxx |
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By: |
/s/ Xxxxx Xxxx |
Name: |
Xxxxxxx Xxxxxxxxx |
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Name: |
Xxxxx Xxxx |
Title: |
Co-Head, Corporate Banking LLS |
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Title: |
VP & Manager |
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BARCLAYS BANK PLC as a Lender |
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BLACK DIAMOND CLO 2005-2 Ltd. |
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By: Black Diamond CLO 2005-2 Adviser, |
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By: |
/s/ Xxxxx Xxxx |
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L.L.C., as its Collateral Manager |
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Name: |
Xxxxx Xxxx |
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Title: |
Vice President |
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as a Lender |
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By: |
/s/ Xxxxxxx X. Xxxxxxx |
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Name: |
Xxxxxxx X. Xxxxxxx |
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Title: |
Managing Principal |
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BROWNSTONE PARTNERS |
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CANNINGTON FUNDING LTD. |
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CATALYST MASTER FUND, LTD. as a |
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Silvermine Capital Management LLC |
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Lender |
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as Investment Manager |
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By: Brownstone Asset Management, LP |
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By: |
/s/ Xxxxx X. Xxxxx |
By: |
/s/ Xxxxx Xxxxxxxxx |
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Name: |
Xxxxx X. Xxxxx |
Name: |
Xxxxx Xxxxxxxxx |
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Title: |
Principal |
Title: |
CFO |
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Silvermine Capital Management, LLC |
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CARLYLE HIGH YIELD PARTNERS |
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CARLYLE HIGH YIELD PARTNERS IV, |
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2008-1, LTD. as a Lender |
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LTD. as a Lender |
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By: |
/s/ Xxxxx Xxxx |
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By: |
/s/ Xxxxx Xxxx |
Name: |
Xxxxx Xxxx |
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Name: |
Xxxxx Xxxx |
Title: |
Managing Director |
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Title: |
Managing Director |
CARLYLE HIGH YIELD PARTNERS IX, |
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CARLYLE LOAN INVESTMENT LTD., as a |
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LTD. as a Lender |
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Lender |
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By: |
/s/ Xxxxx Xxxx |
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By: |
/s/ Xxxxx Xxxx |
Name: |
Xxxxx Xxxx |
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Name: |
Xxxxx Xxxx |
Title: |
Managing Director |
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Title: |
Managing Director |
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CITIBANK N.A. as a Lender |
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COA CLO FINANCING LTD |
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By: FS COA Management LLC, as |
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By: |
/s/ Xxxxx Xxxxxxxx |
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PORTFOLIO MANAGER as a Lender |
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Name: |
Xxxxx Xxxxxxxx |
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Title: |
Attorney-In-Fact |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: |
Xxxx X. Xxxxxx |
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|
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Title: |
Manager |
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||
COMMONWEALTH OF |
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XXXXXXXX FUNDING LTD |
||
MASSACHUSETTS PENSION RESERVES |
|
Silvermine Capital Management LLC |
||
INVESTMENT MANAGEMENT BOARD, |
|
As Collateral Manager |
||
BY: PYRAMIS GLOBAL ADVISORS |
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|
|
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TRUST COMPANY, AS INVESTMENT |
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By: |
/s/ Xxxxx X. Xxxxx |
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MANAGER UNDER POWER OF |
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Name: |
Xxxxx X. Xxxxx |
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ATTORNEY as a Lender |
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Title: |
Principal |
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Silvermine Capital Management, LLC |
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By: |
/s/ Xxxx Xxxxxxxx |
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|
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Name: |
Xxxx Xxxxxxxx |
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|
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Title: |
VP |
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||
CREDIT SUISSE ALTERNATIVE |
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DENARIUS FUNDING, as a Lender |
||
CAPITAL, as collateral manager for the |
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By: The Royal Bank of Scotland, Plc., As |
||
following CDOs: |
|
Attorney-in-fact |
||
|
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By: RBS Securities, Inc., Its agent |
||
Atrium CDO |
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Atrium II |
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By: |
/s/ Xxxxx X. Xxxxxx |
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CSAM Funding II |
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Name: |
Xxxxx X. Xxxxxx |
|
XX CLO I Limited |
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Title: |
V.P. |
|
as a Lender |
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||
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By: |
/s/ Xxxxx Xxx |
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Name: |
Xxxxx Xxx |
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Title: |
Director |
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||
DENARIUS FUNDING II, as a Lender |
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XXXXX XXXXX CDO VII PLC |
||
By: The Royal Bank of Scotland, Plc., As |
|
By: Xxxxx Xxxxx Management |
||
Attorney-in-fact |
|
as Interim Investment Advisor as a Lender |
||
By: RBS Securities, Inc., Its agent |
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|
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By: |
/s/ Xxxxx X. Xxxx |
By: |
/s/ Xxxxx X. Xxxxxx |
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Name: |
|
Name: |
Xxxxx X. Xxxxxx |
|
Title: |
Vice President |
Title: |
V.P. |
|
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XXXXX XXXXX CDO VIII, LTD. |
|
XXXXX XXXXX CDO IX LTD. |
||
By: Xxxxx Xxxxx Management |
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By: Xxxxx Xxxxx Management |
||
as Investment Advisor as a Lender |
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as Investment Advisor as a Lender |
||
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||
By: |
/s/ Xxxxx X. Xxxx |
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By: |
/s/ Xxxxx X. Xxxx |
Name: |
|
|
Name: |
|
Title: |
Vice President |
|
Title: |
Vice President |
|
|
|
||
XXXXX XXXXX CDO X PLC |
|
XXXXX XXXXX FLOATING-RATE |
||
By: Xxxxx Xxxxx Management |
|
INCOME TRUST |
||
as Investment Advisor as a Lender |
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By: Xxxxx Xxxxx Management |
||
|
|
as Investment Advisor as a Lender |
||
By: |
/s/ Xxxxx X. Xxxx |
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|
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Name: |
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By: |
/s/ Xxxxx X. Xxxx |
Title: |
Vice President |
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Name: |
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|
|
Title: |
Vice President |
|
|
|
||
XXXXX INSTITUTIONAL SENIOR LOAN |
|
XXXXX XXXXX LOAN OPPORTUNITIES |
||
By: Xxxxx Xxxxx Management |
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By: Xxxxx Xxxxx Management |
||
as Investment Advisor as a Lender |
|
as Investment Advisor as a Lender |
||
|
|
|
||
By: |
/s/ Xxxxx X. Xxxx |
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By: |
/s/ Xxxxx X. Xxxx |
Name: |
|
|
Name: |
|
Title: |
Vice President |
|
Title: |
Vice President |
|
|
|
||
XXXXX XXXXX LIMITED DURATION |
|
XXXXX XXXXX SENIOR FLOATING- |
||
By: Xxxxx Xxxxx Management |
|
By: Xxxxx Xxxxx Management |
||
as Investment Advisor as a Lender |
|
as Investment Advisor as a Lender |
||
|
|
|
||
By: |
/s/ Xxxxx X. Xxxx |
|
By: |
/s/ Xxxxx X. Xxxx |
Name: |
|
|
Name: |
|
Title: |
Vice President |
|
Title: |
Vice President |
|
|
|
||
XXXXX XXXXX SENIOR INCOME |
|
XXXXX XXXXX SHORT DURATION |
||
By: Xxxxx Xxxxx Management |
|
By: Xxxxx Xxxxx Management |
||
as Investment Advisor as a Lender |
|
as Investment Advisor as a Lender |
||
|
|
|
||
By: |
/s/ Xxxxx X. Xxxx |
|
By: |
/s/ Xxxxx X. Xxxx |
Name: |
|
|
Name: |
|
Title: |
Vice President |
|
Title: |
Vice President |
XXXXX XXXXX VT FLOATING-RATE |
|
FAIRWAY LOAN FUNDING COMPANY |
||
INCOME FUND |
|
By: Pacific Investment Management Company |
||
By: Xxxxx Xxxxx Management |
|
LLC, as its Investment Advisor |
||
as Investment Advisor as a Lender |
|
|
||
|
|
By: |
/s/ Xxxxxx Y.D. Xxx |
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Xxxxxx Y.D. Xxx |
Name: |
|
|
|
Executive Vice President |
Title: |
Vice President |
|
|
|
|
|
|
||
FIDELITY ADVISOR SERIES I: |
|
FIDELITY ADVISOR SERIES I: FIDELITY |
||
|
|
|
||
By: |
/s/ Xxxx Xxxx |
|
By: |
/s/ Xxxx Xxxx |
Name: |
Xxxx Xxxx |
|
Name: |
Xxxx Xxxx |
Title: |
Assistant Treasurer |
|
Title: |
Assistant Treasurer |
|
|
|
||
FIDELITY ADVISOR SERIES I: |
|
FIDELITY CENTRAL INVESTMENT |
||
|
|
|
||
By: |
/s/ Xxxx Xxxx |
|
By: |
/s/ Xxxx Xxxx |
Name: |
Xxxx Xxxx |
|
Name: |
Xxxx Xxxx |
Title: |
Assistant Treasurer |
|
Title: |
Assistant Treasurer |
|
|
|
||
FIDELITY FINANCIAL TRUST: |
|
FIDELITY SECURITIES FUND: FIDELITY |
||
|
|
|
||
By: |
/s/ Xxxx Xxxx |
|
By: |
/s/ Xxxx Xxxx |
Name: |
Xxxx Xxxx |
|
Name: |
Xxxx Xxxx |
Title: |
Assistant Treasurer |
|
Title: |
Assistant Treasurer |
|
|
|
||
FIDELITY SUMMER STREET TRUST: |
|
THE FOOTHILL GROUP, LLC as a Lender |
||
FIDELITY HIGH INCOME FUND as a |
|
|
||
Lender |
|
By: |
/s/ Xxxxxx Xxxxxx |
|
|
|
Name: |
Xxxxxx Xxxxxx |
|
By: |
/s/ Xxxx Xxxx |
|
Title: |
Senior Vice President |
Name: |
Xxxx Xxxx |
|
|
|
Title: |
Assistant Treasurer |
|
|
|
|
|
|
||
FORTRESS CREDIT INVESTMENTS I |
|
FORTRESS CREDIT INVESTMENTS II |
||
|
|
|
||
By: |
/s/ Xxxxxxxxxxx X. Xxxxxxxx |
|
By: |
/s/ Xxxxxxxxxxx X. Xxxxxxxx |
Name: |
Xxxxxxxxxxx X. Xxxxxxxx |
|
Name: |
Xxxxxxxxxxx X. Xxxxxxxx |
Title: |
Director |
|
Title: |
Director |
GALLATIN CLO II 2005-1 LTD. |
|
GALLATIN CLO III 2007-1 LTD. AS |
||
By: UrsaMine Credit Advisors LLC as its |
|
ASSIGNEE |
||
Collateral Manager as a Lender |
|
By: UrsaMmine Credit Advisors LLC as its Collateral Manager as a Lender |
||
By: |
/s/ Xxxxx Xxxxxxxxxx |
|
|
|
Name: |
Xxxxx Xxxxxxxxxx |
|
By: |
/s/ Xxxxx Xxxxxxxxxx |
Title: |
Principal |
|
Name: |
Xxxxx Xxxxxxxxxx |
|
|
Title: |
Principal |
|
|
|
|
||
GALLATIN FUNDING I LTD. |
|
GALAXY X CLO, LTD. |
||
By: UrsaMine Credit Advisors LLC as its Collateral Manager as a Lender |
|
By: AIG Global Investment Corp. as Collateral Manager |
||
|
|
|
||
By: |
/s/ Xxxxx Xxxxxxxxxx |
|
By: |
/s/ W. Xxxxxxx Xxxxxx |
Name: |
Xxxxx Xxxxxxxxxx |
|
Name: |
W. Xxxxxxx Xxxxxx |
Title: |
Principal |
|
Title: |
Managing Director |
|
|
|
||
GENERAL ELECTRIC CAPITAL CORPORATION as a Lender |
|
XXXXXXX SACHS LENDING PARTNERS LLC |
||
|
|
|
||
By: |
/s/ Xxxxx X. Xxxxxxx |
|
By: |
/s/ Xxxxxx Xxxxxx |
Name: |
Xxxxx X. Xxxxxxx |
|
Name: |
Xxxxxx Xxxxxx |
Title: |
Duly Authorized Signatory |
|
Title: |
Vice President |
|
|
|
||
GRAND CENTRAL ASSET TRUST, BDC |
|
XXXXXXX & CO. |
||
SERIES as a Lender |
|
By: |
BOSTON MANAGEMENT AND |
|
|
|
|
|
RESEARCH AS INVESTMENT |
By: |
/s/ Xxx Xxxxx |
|
|
ADVISOR as a Lender |
Name: |
Xxx Xxxxx |
|
|
|
Title: |
Attorney-in-Fact |
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Name: |
|
|
|
|
Title: |
Vice President |
XXXXXXX CLO II 2004-1 LTD. |
|
GULF STREAM-RASHINBAN CLO 2006-I |
||
By: Ursamine Credit Advisors LLC as its |
|
LTD |
||
Collateral Manager as a Lender |
|
By: Gulf Stream Asset Management LLC As Collateral Manager (Sumitomo Deal) |
||
By: |
/s/ Xxxxx Xxxxxxxxxx |
|
|
|
Name: |
Xxxxx Xxxxxxxxxx |
|
GULF STREAM-SEXTANT CLO 2006-I |
|
Title: |
Principal |
|
LTD |
|
|
|
By: Gulf Stream Asset Management LLC As Collateral Manager |
||
|
|
|
||
|
|
GULF STREAM-SEXTANT CLO 2007-I LTD |
||
|
|
By: Gulf Stream Asset Management LLC As Collateral Manager |
||
|
|
|
||
|
|
GULF STREAM-COMPASS CLO 2007 LTD |
||
|
|
By: Gulf Stream Asset Management LLC As Collateral Manager |
||
|
|
as a Lender |
||
|
|
|
||
|
|
By: |
/s/ Xxxxx Xxxx |
|
|
|
Name: |
Xxxxx Xxxx |
|
|
|
Title: |
Chief Credit Officer |
|
|
|
|
||
HFR ED DISCOVERY MASTER TRUST as a Lender |
|
KATONAH III, LTD. by Sankaty Advisors LLC as Sub-Advisors as a Lender |
||
By: Brownstone Asset Management, LP, as |
|
|
||
Trading Manager for HFR Ed Discovery |
|
By: |
/s/ Xxxxxxx Xxxxxxx |
|
Master Trust |
|
Name: |
Xxxxxxx Xxxxxxx |
|
|
|
Title: |
Managing Director |
|
By: |
/s/ Xxxxx Xxxxxxxxx |
|
|
Chief Operating Officer |
Name: |
Xxxxx Xxxxxxxxx |
|
|
|
Title: |
CFO |
|
|
|
|
|
|
||
JPMORGAN CHASE BANK, N.A. as a Lender and a Domestic L/C Issuer |
|
|
||
|
|
|
||
JPMORGAN CHASE BANK, N.A., TORONTO BRANCH as a Lender |
|
|
||
|
|
|
||
By: |
/s/ Xxxxxx Xxxxxx |
|
|
|
Name: |
Xxxxxx Xxxxxx |
|
|
|
Title: |
Executive Director |
|
|
KATONAH IV, LTD. by Sankaty Advisors, LLC as Sub-Advisors as a Lender |
|
KS CAPITAL PARTNERS, L.P. as a Lender |
||
|
|
By: |
/s/ Xxxxxxx Xxxxx |
|
By: |
/s/ Xxxxxxx Xxxxxxx |
|
Name: |
Xxxxxxx Xxxxx |
Name: |
Xxxxxxx Xxxxxxx |
|
Title: |
CFO |
Title: |
Managing Director |
|
|
|
|
Chief Operating Officer |
|
|
|
|
|
|
||
KS INTERNATIONAL, INC. as a Lender |
|
LOAN FUNDING III LLC |
||
|
|
|
By: Pacific Investment Management Company |
|
By: |
/s/ Xxxxxxx Xxxxx |
|
LLC, as its Investment Advisor |
|
Name: |
Xxxxxxx Xxxxx |
|
|
|
Title: |
CFO |
|
By: |
/s/ Xxxxxx YD. Xxx |
|
|
|
Xxxxxx YD. Xxx |
|
|
|
|
Executive Vice President |
|
|
|
|
||
MALIBU CBNA LOAN FUNDING LLC |
|
MAYPORT CLO LTD. |
||
as a Lender |
|
By: Pacific Investment Management Company LLC, as its Investment Advisor |
||
By: |
/s/ Xxxxxx Xxxxxxxxx |
|
|
|
Name: |
Xxxxxx Xxxxxxxxx |
|
By: |
/s/ Xxxxxx YD. Ong |
Title: |
Attorney-in-fact |
|
|
Xxxxxx YD. Xxx |
|
|
|
|
Executive Vice President |
|
|
|
||
XXXXXXX XXXXX CAPITAL CANADA INC. as a Lender |
|
XXXXXXX XXXXX CAPITAL SERVICES, INC. as a Lender |
||
|
|
|
||
By: |
/s/ Xxxxx Xxxxxx |
|
By: |
/s/ Xxxxx Xxxxxx |
Name: |
Xxxxx Xxxxxx |
|
Name: |
Xxxxx Xxxxxx |
Title: |
Managing Director |
|
Title: |
Vice President |
|
|
|
||
MIZUHO CORPORATE BANK, LTD. as a |
|
NAVIGARE FUNDING I CLO LTD |
||
Lender |
|
By: Navigare Partners LLC |
||
|
|
|
its collateral manager, as a Lender |
|
By: |
/s/ Xxxx Mo |
|
|
|
Name: |
Xxxx Mo |
|
By: |
/s/ Xxxx X. Xxxxxxxxxxx |
Title: |
Senior Vice President |
|
Name: |
Xxxx X. Xxxxxxxxxxx |
|
|
Title: |
Managing Director |
|
|
|
|
||
NAVIGARE FUNDING II CLO LTD |
|
NAVIGARE FUNDING III CLO LTD |
||
By: Navigare Partners LLC |
|
By: Navigare Partners LLC |
||
as collateral manager, as a Lender |
|
as collateral manager, as a Lender |
||
|
|
|
||
By: |
/s/ Xxxx X. Xxxxxxxxxxx |
|
By: |
/s/ Xxxx X. Xxxxxxxxxxx |
Name: |
Xxxx X. Xxxxxxxxxxx |
|
Name: |
Xxxx X. Xxxxxxxxxxx |
Title: |
Managing Director |
|
Title: |
Managing Director |
NEWSTART FACTORS, INC. as a Lender |
|
NUVEEN DIVERSIFIED DIVIDEND AND |
||
|
|
INCOME FUND as a Lender |
||
By: |
/s/ Xxxxx Xxxxxxx |
|
By: Symphony Asset Management, LLC |
|
Name: |
Xxxxx Xxxxxxx |
|
|
|
Title: |
President |
|
By: |
/s/ Xxxxx Xxx |
|
|
Name: |
Xxxxx Xxx |
|
|
|
Title: |
Associate Portfolio Manager |
|
|
|
|
||
NUVEEN FLOATING RATE INCOME OPPORTUNITY FUND as a Lender |
|
NUVEEN MULTI-STRATEGY INCOME AND GROWTH FUND 2 as a Lender |
||
By: Symphony Asset Management, LLC |
|
By: Symphony Asset Management, LLC |
||
|
|
|
||
By: |
/s/ Xxxxx Xxx |
|
By: |
/s/ Xxxxx Xxx |
Name: |
Xxxxx Xxx |
|
Name: |
Xxxxx Xxx |
Title: |
Associate Portfolio Manager |
|
Title: |
Associate Portfolio Manager |
|
|
|
||
NUVEEN TAX ADVANTAGED TOTAL RETURN STRATEGY FUND as a Lender |
|
PORTOLA CLO, LTD. By: Pacific Investment Management Company |
||
By: Symphony Asset Management, LLC |
|
LLC, as its Investment Advisor |
||
|
|
|
||
By: |
/s/ Xxxxx Xxx |
|
By: |
/s/ Xxxxxx YD. Ong |
Name: |
Xxxxx Xxx |
|
|
Xxxxxx YD. Xxx |
Title: |
Associate Portfolio Manager |
|
|
Executive Vice President |
|
|
|
||
PPM SHADOW CREEK FUNDING LLC as a Lender |
|
PRESIDENT & FELLOWS OF HARVARD COLLEGE |
||
|
|
By: |
Regiment Capital Management, LLC its |
|
By: |
/s/ Xxxx X. Xxxxx |
|
|
Investment Advisor |
Name: |
Xxxx X. Xxxxx |
|
By: |
Regiment Capital Advisors, LP its |
Title: |
Assistant Vice President |
|
|
Manager and pursuant to delegated |
|
|
|
authority |
|
|
|
|
||
|
|
By: |
/s/ Xxxx X. Xxxxxxxxxx |
|
|
|
Name: |
Xxxx X. Xxxxxxxxxx |
|
|
|
Title: |
Authorized Signatory |
|
|
|
|
||
PYRAMIS HIGH YIELD FUND, LLC, BY: |
|
RACE POINT IV CLO, LTD. |
||
PYRAMIS GLOBAL ADVISORS TRUST |
|
By: |
Sankaty Advisors, LLC |
|
COMPANY, AS INVESTMENT |
|
|
as Collateral Manager |
|
MANAGER UNDER POWER OF |
|
as a Lender |
||
ATTORNEY as a Lender |
|
|
|
|
|
|
By: |
/s/ Xxxxxxx Xxxxxxx |
|
By: |
/s/ Xxxx Xxxxxxxx |
|
Name: |
Xxxxxxx Xxxxxxx |
Name: |
Xxxx Xxxxxxxx |
|
Title: |
Managing Director |
Title: |
VP |
|
|
Chief Operating Officer |
REGIMENT CAPITAL, LTD. |
|
SANKATY ADVISORS, LLC, as Collateral |
||
By: |
Regiment Capital Management, LLC as |
|
Manager for Castle Hill I — INGOTS, Ltd., as |
|
its Investment Advisor |
|
Term Lender as a Lender |
||
By: |
Regiment Capital Advisors, LP its |
|
|
|
|
Manager are pursuant to delegated |
|
By: |
/s/ Xxxxxxx Xxxxxxx |
|
authority |
|
Name: |
Xxxxxxx Xxxxxxx |
|
|
Title: |
Managing Director |
|
By: |
/s/ Xxxx X. Xxxxxxxxxx |
|
|
Chief Operating Officer |
Name: |
Xxxx X. Xxxxxxxxxx |
|
|
|
Title: |
Authorized Signatory |
|
|
|
|
|
|
||
SANKATY ADVISORS, LLC, as Collateral Manager for Castle Hill III CLO, Limited, as Term Lender as a Lender |
|
SANKATY ADVISORS, LLC, as Collateral Manager for Loan Funding XI LLC, As Term Lender as a Lender |
||
|
|
|
||
By: |
/s/ Xxxxxxx Xxxxxxx |
|
By: |
/s/ Xxxxxxx Xxxxxxx |
Name: |
Xxxxxxx Xxxxxxx |
|
Name: |
Xxxxxxx Xxxxxxx |
Title: |
Managing Director |
|
Title: |
Managing Director |
|
Chief Operating Officer |
|
|
Chief Operating Officer |
|
|
|
||
SANKATY ADVISORS, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender as a Lender |
|
SANKATY ADVISORS, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender as a Lender |
||
|
|
|
||
By: |
/s/ Xxxxxxx Xxxxxxx |
|
By: |
/s/ Xxxxxxx Xxxxxxx |
Name: |
Xxxxxxx Xxxxxxx |
|
Name: |
Xxxxxxx Xxxxxxx |
Title: |
Managing Director |
|
Title: |
Managing Director |
|
Chief Operating Officer |
|
|
Chief Operating Officer |
|
|
|
||
SENIOR DEBT PORTFOLIO |
|
SERVES 2006-1, Ltd. |
||
By: |
Boston Management and Research as |
|
|
|
|
Investment Advisor |
|
By: |
/s/ Xxxxx Xxxxxx |
as Lender |
|
PPM America, Inc., as Collateral Manager |
||
|
|
|
Xxxxx Xxxxxx |
|
By: |
/s/ Xxxxx X. Xxxx |
|
|
Managing Director |
Name: |
|
|
|
|
Title: |
Vice President |
|
|
|
|
|
|
||
SOUTHPORT CLO, LIMITED |
|
SPECIAL SITUATIONS INVESTING |
||
By: Pacific Investment Management Company LLC, as its Investment Advisor |
|
GROUP, INC. as a Lender |
||
|
|
|
||
By: |
/s/ Xxxxxx YD. Ong |
|
By: |
/s/ Xxxxxx X. Xxxxx III |
|
Xxxxxx YD. Ong |
|
Name: |
Xxxxxx X. Xxxxx III |
|
Executive Vice President |
|
Title: |
Authorized Signatory |
SYMPHONY CLO I |
|
SYMPHONY CLO II |
||
as a Lender |
|
as a Lender |
||
By: Symphony Asset Management, LLC |
|
By: Symphony Asset Management, LLC |
||
|
|
|
||
By: |
/s/ Xxxxx Xxx |
|
By: |
/s/ Xxxxx Xxx |
Name: |
Xxxxx Xxx |
|
Name: |
Xxxxx Xxx |
Title: |
Associate Portfolio Manager |
|
Title: |
Associate Portfolio Manager |
|
|
|
||
SYMPHONY CLO III |
|
SYMPHONY CLO IV |
||
as a Lender |
|
as a Lender |
||
By: Symphony Asset Management, LLC |
|
By: Symphony Asset Management, LLC |
||
|
|
|
||
By: |
/s/ Xxxxx Xxx |
|
By: |
/s/ Xxxxx Xxx |
Name: |
Xxxxx Xxx |
|
Name: |
Xxxxx Xxx |
Title: |
Associate Portfolio Manager |
|
Title: |
Associate Portfolio Manager |
|
|
|
||
TRALEE CDO I, LTD. |
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TRILOGY PORTFOLIO CO. LLC |
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as a Lender |
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as a Lender |
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By: |
/s/ Xxxxxx Xxxxxx |
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By: |
/s/ Xxxx X. Xxxxxxxxx |
Name: |
Xxxxxx Xxxxxx |
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Name: |
Xxxx X. Xxxxxxxxx |
Title: |
Authorized Signatory |
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Title: |
Principal |
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WACHOVIA BANK, NATIONAL ASSOCIATION as a Lender |
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WACHOVIA CAPITAL FINANCE CORPORATION (CANADA) as a Canadian Revolving Lender |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxx |
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By: |
/s/ Xxxxxxx Xxxxxxxxxx |
Title: |
Managing Director |
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Name: |
Xxxxxxx Xxxxxxxxxx |
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Title: |
Vice President |
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Wachovia Capital Finance Corporation (Canada) |
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WAVELAND — INGOTS, LTD. |
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XL RE LTD |
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By: Pacific Investment Management Company LLC, as its Investment Advisor |
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By:
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its Investment Advisor Regiment Capital Management LLC as |
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By: |
Regiment Capital Advisors, LP its |
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By: |
/s/ Xxxxxx YD. Ong |
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Manager and pursuant to delegated |
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Xxxxxx YD. Xxx |
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authority |
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Executive Vice President |
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By: |
/s/ Xxxx X. Xxxxxxxxxx |
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Name: |
Xxxx X. Xxxxxxxxxx |
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Title: |
Authorized Signatory |
ZOHAR III, LIMITED |
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EACH OF THE ACCOUNTS LISTED ON |
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as a Lender |
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ANNEX A, INDIVIDUALLY, AND |
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By: Patriarch Partners XV, LLC, its Collateral |
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SEVERALLY NOT JOINTLY as a Lender: |
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Manager |
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ISCOX INSURANCE COMPANY |
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BERMUNDA LTD. |
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By: |
/s/ Xxxx Xxxxxx |
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HISCOX SYNDICATE 33 |
Name: |
Xxxx Xxxxxx |
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GENERAL BOARD OF PENSION AND |
Title: |
Manager |
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HEALTH BENEFITS OF THE UNITED |
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METHODIST CHURCH, |
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WELLINGTON TRUST COMPANY, |
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NATIONAL ASSOCIATION |
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MULTIPLE COLLECTIVE |
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INVESTMENT FUNDS TRUST, |
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OPPORTUNISTIC INVESTMENT |
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PORTFOLIO |
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WELLINGTON TRUST COMPANY, |
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NATIONAL ASSOCIATION |
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MULTIPLE COMMON TRUST |
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INVESTMENT FUNDS TRUST, |
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OPPORTUNISTIC INVESTMENT PORTFOLIO |
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By: |
Wellington Management Company, LLPas Investment Adviser |
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By: |
/s/ Xxxxxx X. Xxxxx |
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Name: |
Xxxxxx X. Xxxxx |
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Title: |
Vice President and Counsel |