Exhibit 10.(4)(b)
EXECUTION COPY
AMENDMENT NO. 1 dated as of June 30, 2003 (this "Amendment"), to
the THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of September
26, 2002 (the "Credit Agreement"), among Jefferson Smurfit Corporation
(U.S.), a Delaware corporation (the "Borrower"), Smurfit-Stone
Container Corporation, a Delaware corporation ("SSCC"), JSCE, Inc., a
Delaware corporation ("JSCE"), the Lenders (as defined therein), the
Managing Agents (as defined therein), the Fronting Banks (as defined
therein), JPMorgan Chase Bank, a New York banking corporation formerly
known as The Chase Manhattan Bank ("JPMorgan"), and Deutsche Bank
Trust Company Americas, a New York banking corporation formerly known
as Bankers Trust Company ("DB"), as senior managing agents (in such
capacity, the "Senior Managing Agents") for the Lenders, and JPMorgan,
as administrative agent (in such capacity, the "Administrative Agent")
and as collateral agent (in such capacity, the "Collateral Agent") for
the Lenders, and as swingline lender (in such capacity, the "Swingline
Lender").
A. Pursuant to the terms and subject to the conditions contained in the
Credit Agreement, the Lenders, the Swingline Lender and the Fronting Banks have
extended, and have agreed to extend, credit to the Borrower.
B. The Borrower, SSCC and JSCE have requested that the Credit Agreement be
amended as set forth herein.
C. The Required Lenders are willing so to amend the Credit Agreement
pursuant to the terms and subject to the conditions set forth herein.
D. Capitalized terms used but not otherwise defined herein shall have the
meanings assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. AMENDMENT TO THE CREDIT AGREEMENT. Section 7.14 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
"SECTION 7.14. CONSOLIDATED EBITDA. (a) Prior to the Stone
Transaction Date, permit Consolidated EBITDA for any four fiscal quarter period
ending on a date set forth below to be less than the amount opposite such date:
DATE AMOUNT
---- ------
June 30, 2003 $225,000,000
September 30, 2003 $225,000,000
December 31, 2003 $225,000,000
March 31, 2004 $250,000,000
June 30, 2004 $250,000,000
September 30, 2004 $250,000,000
December 31, 2004 $250,000,000
March 31, 2005 and thereafter $350,000,000
(b) Following the Stone Transaction Date, permit Consolidated
EBITDA for any four fiscal quarter period to be less than the sum of
(i) the minimum Consolidated EBITDA amount set forth in PARAGRAPH (a)
above for such period, plus (ii) the corresponding amount from time to
time for such period under the Stone
Credit Agreement or, if the Stone
Credit Agreement shall have terminated, the corresponding amount for
such period most recently in effect under the Stone Credit Agreement,
minus (iii) $15,000,000.
SECTION 2. REPRESENTATIONS AND WARRANTIES. To induce the other parties
hereto to enter into this Amendment, each of the Borrower, SSCC and JSCE
represents and warrants to each other party hereto that, after giving effect to
this Amendment, (a) the representations and warranties set forth in Article IV
of the Credit Agreement are true and correct in all material respects on and as
of the date hereof, except to the extent such representations and warranties
expressly relate to an earlier date, and (b) no Default or Event of Default has
occurred and is continuing.
SECTION 3. EFFECTIVENESS. This Amendment shall become effective as of the
date first written above on the date on which the Administrative Agent shall
have received counterparts of this Amendment that, when taken together, bear the
signatures of the Borrower, SSCC, JSCE and the Required Lenders.
SECTION 4. EFFECT OF AMENDMENT. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Lenders, the
Managing Agents, the Fronting Banks, the Senior Managing Agents, the
Administrative Agent, the Collateral Agent, the Swingline Lender, the Borrower,
SSCC, JSCE or the Guarantors under the Credit Agreement or any other Loan
Document, and shall not alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document, all of which are ratified and affirmed in
all respects and shall continue in full force and effect. Nothing herein shall
be deemed to entitle any Loan Party to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan
Document in similar or different circumstances. This Amendment shall apply and
be effective only with respect to the provisions of the Credit Agreement
specifically referred to herein. After the date hereof, any reference to the
Credit Agreement shall mean the Credit Agreement, as modified hereby. This
Amendment shall constitute a Loan Document for all purposes of the Credit
Agreement and the other Loan Documents.
SECTION 5. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so
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executed and delivered shall be deemed an original, but all such counterparts
constitute but one and the same instrument. Delivery of any executed counterpart
of a signature page of this Amendment by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.
SECTION 6. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
SECTION 7. HEADINGS. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.
[signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the date and year
first above written.
JEFFERSON SMURFIT CORPORATION (U.S.)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Treasurer
SMURFIT-STONE CONTAINER CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Treasurer
JSCE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Treasurer
JPMORGAN CHASE BANK, individually and as Administrative
Agent, Collateral Agent, Swingline Lender and Senior Managing
Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS, individually
and as Fronting Bank and Senior Managing Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
AIMCO CLO SERIES 2001-A
By: /s/ Authorized Person
--------------------------------
Name: Authorized Person
Title:
By: /s/ Authorized Person
--------------------------------
Name: Authorized Person
Title:
AIMCO CLO SERIES 2000-A
By: /s/ Authorized Person
--------------------------------
Name: Authorized Person
Title:
By: /s/ Authorized Person
--------------------------------
Name: Authorized Person
Title:
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Authorized Person
--------------------------------
Name: Authorized Person
Title:
By: /s/ Authorized Person
--------------------------------
Name: Authorized Person
Title:
CENTURION CDO, LTD.
By: AMERICAN EXPRESS ASSET MANAGEMENT GROUP,
INC., as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Director - Operations
SEQUILS - CENTURION V, LTD.
By: AMERICAN EXPRESS ASSET MANAGEMENT GROUP,
INC., as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Director - Operations
CENTURION CDO II, LTD.
By: AMERICAN EXPRESS ASSET MANAGEMENT GROUP,
INC., as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Director - Operations
AMERICAN EXPRESS CERTIFICATE COMPANY
By: AMERICAN EXPRESS ASSET MANAGEMENT GROUP,
INC., as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Managing Director
IDS LIFE INSURANCE COMPANY
By: AMERICAN EXPRESS ASSET MANAGEMENT GROUP,
INC., as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Managing Director
SANKATY ADVISORS, LLC as Collateral Manager for
CASTLE HILL I - INGOTS, LTD., as Term Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Portfolio Manager
SANKATY ADVISORS, LLC as Collateral Manager for
CASTLE HILL II - INGOTS, LTD., as Term Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Portfolio Manager
SANKATY ADVISORS, LLC as Collateral Manager for
RACE POINT CLO, LIMITED, as Term Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Portfolio Manager
SANKATY ADVISORS, LLC as Collateral Manager for
RACE POINT II CLO, LIMITED, as Term Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Portfolio Manager
SANKATY HIGH YIELD PARTNERS III, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Portfolio Manager
BANK OF AMERICA NT & SA
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director
HARBOUR TOWN FUNDING LLC
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Asst. Vice President
RIVIERA FUNDING LLC
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Asst. Vice President
SAWGRASS TRADING LLC
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Asst. Vice President
SRF 2000, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Asst. Vice President
OLYMPIC FUNDING TRUST, SERIES 1999-1
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Agent
MUIRFIELD TRADING LLC
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Asst. Vice President
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
By: /s/ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇. ▇▇▇▇▇▇▇▇
Title: Director
THE BANK OF
NEW YORK
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ ▇. ▇▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇
Title: Assistant Agent
BANK ONE, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director
GALLATIN FUNDING I LTD.
BY: BEAR ▇▇▇▇▇▇▇ ASSET MANAGEMENT INC.
as its Collateral Manager
By: /s/ Neals ▇. ▇▇▇▇▇▇▇▇▇
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Name: Neals ▇. ▇▇▇▇▇▇▇▇▇
Title: Associate Director
GRAYSTON CLO 2001-01 LTD.
BY: BEAR ▇▇▇▇▇▇▇ ASSET MANAGEMENT INC.
as its Collateral Manager
By: /s/ Neals ▇. ▇▇▇▇▇▇▇▇▇
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Name: Neals ▇. ▇▇▇▇▇▇▇▇▇
Title: Associate Director
CARLYLE HIGH YIELD PARTNERS, L.P.
By: /s/ ▇▇▇▇▇ ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Principal
CREDIT INDUSTRIEL ET COMMERCIAL
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: First Vice President
By: /s/ ▇▇▇▇▇ ▇'▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇'▇▇▇▇▇
Title: Vice President
CREDIT LYONNAIS
NEW YORK BRANCH
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
DRESDNER BANK AG -
New York And Grand Cayman Branches
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
SUFFIELD CLO, LIMITED
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & COMPANY INC., as Collateral Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇ FOUNDATION
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & COMPANY INC., as Investment
Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & COMPANY INC., as Investment
Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
MAPLEWOOD (CAYMAN) LIMITED
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & COMPANY INC., under delegated
authority from Massachusetts Mutual Life Insurance Company as
Investment Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
SENIOR DEBT PORTFOLIO
By: BOSTON MANAGEMENT AND RESEARCH as Investment
Advisor
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
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Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT as Investment Advisor
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
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Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ INSTITUTIONAL SENIOR LOAN FUND
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT as Investment Advisor
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
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Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
OXFORD STRATEGIC INCOME FUND
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT as Investment Advisor
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
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Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ CDO II, LTD.
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT as Investment Advisor
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
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Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ CDO III, LTD.
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT as Investment Advisor
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
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Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ CDO IV, LTD.
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT as Investment Advisor
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
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Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ CDO V, LTD.
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT as Investment Advisor
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
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Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ & CO
By: BOSTON MANAGEMENT AND RESEARCH as Investment
Advisor
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
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Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
BIG SKY SENIOR LOAN FUND, LTD.
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT as Investment Advisor
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
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Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ ▇▇▇▇▇ VT FLOATING-RATE INCOME FUND
By: ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT as Investment Advisor
By: /s/ Payson ▇. ▇▇▇▇▇▇▇▇▇
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Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
FLAGSHIP CLO 2001-1
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Director
LONG LANE MASTER TRUST IV
By: FLEET NATIONAL BANK as Trust Administrator
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
FORTIS CAPITAL CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
By: /s/ Trond Rokhall
--------------------------------
Name: Trond Rokhall
Title: Managing Director
FOOTHILL INCOME TRUST II, L.P.
By: FIT II GR, LLC, its General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Member
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Duly Authorized Signatory
ING SENIOR INCOME FUND
By: ING INVESTMENTS, LLC as its Investment Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ING PRIME RATE TRUST
By: ING INVESTMENTS, LLC as its Investment Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
By: ING INVESTMENTS, LLC as its Investment Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
By: ING INVESTMENTS, LLC as its Investment Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
By: ING INVESTMENTS, LLC as its Investment Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
SEQUILS - PILGRIM I LTD.
By: ING INVESTMENTS, LLC as its Investment Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
AVALON CAPITAL, LTD.
By: INVESCO SENIOR SECURED MANAGEMENT, INC.
as Portfolio Advisor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
AVALON CAPITAL, LTD. 2
By: INVESCO SENIOR SECURED MANAGEMENT, INC.
as Portfolio Advisor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
CERES II FINANCE, LTD.
By: INVESCO SENIOR SECURED MANAGEMENT, INC.
as Sub-Managing Agent (Financial)
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
CHARTER VIEW PORTFOLIO
By: INVESCO SENIOR SECURED MANAGEMENT, INC.
as Investment Advisor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO SENIOR SECURED MANAGEMENT, INC.
as Investment Advisor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
AIM FLOATING RATE FUND
By: INVESCO SENIOR SECURED MANAGEMENT, INC.
as Attorney In Fact
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
INVESCO EUROPEAN CDO I S.A.
By: INVESCO SENIOR SECURED MANAGEMENT, INC.
as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
SEQUILS-LIBERTY, LTD.
By: INVESCO SENIOR SECURED MANAGEMENT, INC.
as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
SARATOGA CLO I, LIMITED
By: INVESCO SENIOR SECURED MANAGEMENT, INC.
as Asset Manager
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
KZH CRESCENT LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Agent
KZH CRESCENT-2 LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Agent
KZH CRESCENT-3 LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Agent
KZH CYPRESSTREE-1 LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Agent
KZH ING-2 LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Agent
KZH STERLING LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Agent
THE MITSUBISHI TRUST AND BANKING CORPORATION
By: /s/ Ryo Magome
--------------------------------
Name: Ryo Magome
Title: Senior Vice President
NORDEU BANK FINLAND Plc
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
OAK HILL SECURITIES FUND, L.P.
By: OAK HILL SECURITIES GENPAR, L.P.
Its General Partner
By: OAK HILL SECURITIES MGP, INC.,
Its General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
OAK HILL SECURITIES FUND II, L.P.
By: OAK HILL SECURITIES GENPAR II, L.P.
Its General Partner
By: OAK HILL SECURITIES MGP II, INC.,
Its General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
OAK HILL CREDIT PARTNERS I, LIMITED
By: OAK HILL CLO MANAGEMENT I, LLC
as Investment Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
OAK HILL CREDIT PARTNERS II, LIMITED
By: OAK HILL CLO MANAGEMENT II, LLC
as Investment Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
ADDISON CDO, LIMITED (#1279)
By: PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
as its Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
ATHENA CDO, LIMITED (#1277)
By: PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
as its Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
CAPTIVA III FINANCE LTD. (Acct. 275)
as advised by PACIFIC INVESTMENT MANAGEMENT
COMPANY LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇
Title: Director
CATALLAS CDO LTD. (#1287)
By: PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
as its Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
ROYALTON COMPANY (#280)
By: PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
as its Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
SEQUILS-MAGNUM, LTD. (#1280)
By: PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
as its Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
WAVELAND - INGOTS, LTD. (#2006)
By: PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
as its Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
WRIGLEY CDO, LTD. (#1285)
By: PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
as its Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
SMOKY RIVER CDO, L.P.
By: RBC LEVERAGED CAPITAL as Portfolio Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Partner
SOCIETE GENERALE
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Director, Corporate Banking
▇▇▇▇▇▇▇▇▇ ARBITRAGE CDO, LTD.
By: ▇▇▇▇▇▇▇▇▇ CAPITAL PARTNERS LLC
as its Collateral Manager
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Partner
▇▇▇▇▇▇▇▇▇ CLO, LTD.
By: ▇▇▇▇▇▇▇▇▇ CAPITAL PARTNERS LLC
as its Collateral Manager
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Partner
SEQUILS I, LTD.
By: TCW ADVISORS, INC. as its Collateral Manager
By: /s/ G. ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: G. ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
SEQUILS IV, LTD.
By: TCW ADVISORS, INC. as its Collateral Manager
By: /s/ G. ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: G. ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
TCW SELECT LOAN FUND, LIMITED
By: TCW ADVISORS, INC. as its Collateral Manager
By: /s/ G. ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: G. ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
▇▇▇▇▇▇▇ ▇▇▇▇ FUNDING I, LIMITED
By: TCW ASSET MANAGEMENT COMPANY,
as its Collateral Manager
By: /s/ ▇▇▇▇ ▇. Gold
--------------------------------
Name: ▇▇▇▇ ▇. Gold
Title: Managing Director
TRANSAMERICA BUSINESS CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. Goetschlus
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. Goetschlus
Title: Senior Vice President
APEX (KRIMERAN) CDO I, LTD
By: KRIMERAN ADVISORS, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
