Exhibit 10.1
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
April 3, 2007, is by and among CHATTEM, INC., a Tennessee corporation (the
"Borrower"), each of the Borrower's Domestic Subsidiaries (individually a
"Guarantor" and collectively with the Borrower, the "Credit Parties"), the
Persons identified as lenders on the signature pages hereto (the "Lenders") and
BANK OF AMERICA, N.A., as agent for the Lenders (in such capacity, the "Agent").
W I T N E S S E T H
WHEREAS, the Credit Parties, the Lenders, and the Agent are parties to that
certain Credit Agreement dated as of February 26, 2004 (as amended from time to
time, the "Credit Agreement");
WHEREAS, the Borrower has requested that the Lenders amend the Credit
Agreement; and
WHEREAS, the Lenders have agreed to amend the Credit Agreement on the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth,
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:
PART I
DEFINITIONS
Unless otherwise defined herein or the context otherwise requires, terms
used in this Amendment, including its preamble and recitals, have the meanings
provided in the Credit Agreement.
PART II
AMENDMENTS TO CREDIT AGREEMENT
SUBPART 2.1 The following definitions are hereby added to Section 1.1 of
the Credit Agreement in the appropriate alphabetical order to read as follows:
(a) "Additional Indebtedness" means the unsecured Indebtedness of
the Borrower (a) the principal of which by its terms is not required
to be repaid, in whole or in part, before six months after the Term
Loan Maturity Date, and (b) which is issued pursuant to credit
documents having covenants and events of default that are no more
restrictive than the covenants and events of default contained in the
Credit Documents.
(b) "Sixth Amendment Effective Date" means April 3, 2007.
SUBPART 2.2 The pricing grid in the definition of "Applicable Percentage"
in Section 1.1 of the Credit Agreement is hereby amended to read as follows:
============= ==================== ===================== ================ ==================
Applicable
Percentage For Applicable
Eurodollar Loans Percentage For Applicable
Pricing Leverage and Letter of Base Rate Percentage for
Level Ratio Credit Fee Loans Unused Fees
------------- -------------------- --------------------- ---------------- ------------------
I <1.50 to 1.0 0.875% 0.000% 0.200%
-
------------- -------------------- --------------------- ---------------- ------------------
II >1.50 to 1.0 but < 1.000% 0.000% 0.250%
-
2.50 to 1.0
------------- -------------------- --------------------- ---------------- ------------------
III > 2.50 to 1.0 1.250% 0.000% 0.300%
but < 3.50 to 1.0
-
------------- -------------------- --------------------- ---------------- ------------------
IV > 3.50 to 1.0 1.500% 0.000% 0.350%
============= ==================== ===================== ================ ==================
SUBPART 2.3 The following three sentences are hereby added at the end of
the definition of "Applicable Percentage" in Section 1.1 of the Credit Agreement
to read as follows:
For the avoidance of doubt, the Applicable Percentage in effect
from the Fifth Amendment Effective Date until the Sixth Amendment
Effective Date was determined in accordance with Pricing Level V
in the definition of "Applicable Percentage" in effect prior to
the Sixth Amendment Effective Date. The Applicable Percentage in
effect from the Sixth Amendment Effective Date through the first
Business Day immediately following the date the officer's
certificate is delivered pursuant to Section 7.1(c)(i) for the
fiscal quarter ending May 31, 2007 shall be determined based upon
Pricing Level IV. Notwithstanding anything to the contrary
contained in this definition, the determination of the Applicable
Percentage for any period shall be subject to the provisions of
Section 3.6(c).
SUBPART 2.4 The following new clause (v) is hereby added to the definition
of "Change of Control" in Section 1.1 of the Credit Agreement to read as
follows:
(v) the occurrence of a "Change of Control" (or any comparable term)
under, and as defined in, the documentation governing any
Additional Indebtedness.
SUBPART 2.5 The definition of "Equity Issuance" in Section 1.1 of the
Credit Agreement is hereby amended to read as follows:
"Equity Issuance" means any issuance by the Borrower to any
Person of shares of its Capital Stock, other than (a) any issuance of
any shares of its Capital Stock pursuant to the exercise of options or
warrants, (b) any shares of its Capital Stock pursuant to the
conversion of any debt securities (including the Convertible Notes and
any Additional Indebtedness) to equity and (c) any issuance by the
Borrower of shares of its Capital Stock to employees and directors
pursuant to employees or directors stock plans.
SUBPART 2.6 The definition of "Pro Forma Basis" in Section 1.1 of the
Credit Agreement is hereby amended to read as follows:
"Pro Forma Basis" means, in connection with any Permitted
Acquisition, any Asset Disposition (including any contemporaneous pro
forma application of the net proceeds therefrom), any Restricted
Payment permitted by Section 8.7, any repayment of the principal
amount of the Convertible Notes or any Additional Indebtedness
permitted by Section 8.10, any prepayment of Subordinated Debt
pursuant to Section 8.11 or any incurrence of Additional Indebtedness,
that such transaction shall be deemed to have occurred on the first
day of the twelve month period ending on the last day of the
Borrower's most recently completed fiscal quarter for which the
Borrower has delivered the officer's certificate pursuant to Section
7.1(c).
SUBPART 2.7 The following new subsection (c) is hereby added to Section 3.6
of the Credit Agreement to read as follows:
(c) If, as a result of any restatement of or other adjustment to
the financial statements of the Borrower or for any other reason, the
Borrower or the Lenders determine that (i) the Leverage Ratio as
calculated by the Borrower as of any applicable date was inaccurate
and (ii) a proper calculation of the Leverage Ratio would have
resulted in higher pricing for such period, the Borrower shall
immediately and retroactively be obligated to pay to the Agent for the
account of the applicable Lenders, promptly on demand by the Agent
(or, after the occurrence of an actual or deemed entry of an order for
relief with respect to the Borrower under the Bankruptcy Code of the
United States, automatically and without further action by the
Administrative Agent, any Lender or the Issuing Lender), an amount
equal to the excess of the amount of interest and fees that should
have been paid for such period over the amount of interest and fees
actually paid for such period. This paragraph shall not limit the
rights of the Agent, any Lender or the Issuing Lender, as the case may
be, under Section 2.2(c)(iii), 3.4(b) or 3.1 or under Section 9. The
Borrower's obligations under this paragraph shall survive the
termination of the Commitments and the repayment of all other Credit
Party Obligations hereunder.
SUBPART 2.8 Section 8.1(i) of the Credit Agreement is hereby amended to
read as follows:
(i)(a) Indebtedness of the Borrower under the Convertible Notes
in an aggregate principal amount not to exceed $125,000,000, (b)
Additional Indebtedness of the Borrower incurred prior to the delivery
of the financial statements required by Section 7.1(b) for the fiscal
period ending May 31, 2007 in an aggregate principal amount not to
exceed $100,000,000; provided, that no Default or Event of Default
exists immediately before or after giving effect to the incurrence of
any such Additional Indebtedness and (c) Additional Indebtedness of
the Borrower incurred after the delivery of the financial statements
required by Section 7.1(b) for the fiscal period ending May 31, 2007;
provided, that (I) no Default or Event of Default exists immediately
before or after giving effect to the incurrence of any such Additional
Indebtedness and (II) the Borrower shall have provided the Agent a Pro
Forma Compliance Certificate demonstrating that after giving effect to
the incurrence of any such Additional Indebtedness pursuant to this
clause (c) on a Pro Forma Basis, the Credit Parties and their
Subsidiaries are in compliance with all the financial covenants set
forth in Section 7.12; and
SUBPART 2.9 Subclause (c) of Section 8.10 of the Credit Agreement is hereby
amended to read as follows:
(c) make any repayment in cash for the Convertible Notes or any
Additional Indebtedness (or otherwise make any payment on the
principal of any Convertible Notes or any Additional Indebtedness)
unless (i) prior to any such repayment, the Borrower has Sufficient
Liquidity (as defined below), (ii) prior to any such repayment, the
Borrower shall deliver to the Agent a Pro Forma Compliance Certificate
demonstrating that after giving effect to any such payment on a Pro
Forma Basis, the Credit Parties and their Subsidiaries would have been
in compliance with all the financial covenants set forth in Section
7.12 and (ii) before and after giving effect to any such repayment, no
Default or Event of Default shall have occurred and be continuing.
SUBPART 2.10 The last paragraph of Section 8.10 of the Credit Agreement is
hereby amended to read as follows:
For purposes hereof, "Sufficient Liquidity" means cash and Cash
Equivalents (including, without limitation, availability under the
Revolving Committed Amount) in an aggregate amount equal to 125% of
the sum of the principal amount of the Convertible Notes or Additional
Indebtedness contemplated to be paid by the Borrower in cash.
SUBPART 2.11 Subsection (n) of Section 9.1 of the Credit Agreement is
hereby amended to read as follows:
(n) Convertible Notes. There shall occur an "Event of Default" (or
any comparable term) under, and as defined in, (i) the
Convertible Indenture and/or (ii) any documentation governing any
Additional Indebtedness.
PART III
CONDITIONS TO EFFECTIVENESS
This Amendment shall be and become effective upon satisfaction of the
following conditions precedent:
(a) Receipt by the Agent of counterparts of this Amendment duly
executed by the Borrower, the Guarantors, the Required Lenders, each
Lender with a Revolving Commitment and the Agent; and
(b) Receipt by the Agent for the account of each Lender who
consents to this Amendment an amendment fee of 5 basis points on the
aggregate amount of each such Lender's (i) Revolving Commitment and
(ii) portion of the Term Loan outstanding.
PART IV
MISCELLANEOUS
SUBPART 4.1 Representations and Warranties. Each Credit Party hereby
represents and warrants to the Agent and the Lenders that (a) no Default or
Event of Default exists on and as of the date hereof, (b) each Credit Party has
the requisite corporate power and authority to execute, deliver and perform this
Amendment and (c) the representations and warranties set forth in Section 6 of
the Credit Agreement are true and correct in all material respects as of the
date hereof (except for those which expressly relate to an earlier date). Each
Credit Party acknowledges and confirms that the Borrower's obligations to repay
the outstanding principal amount of the Loans are unconditional and not subject
to any offsets, defenses or counterclaims.
SUBPART 4.2 Acknowledgment. Each Guarantor hereby acknowledges and consents
to all of the terms and conditions of this Amendment and agrees that this
Amendment does not operate to reduce or discharge the Guarantors' obligations
under the Credit Agreement or the other Credit Documents.
SUBPART 4.3 Cross-References. References in this Amendment to any Part or
Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment.
SUBPART 4.4 Credit Document. This Amendment shall constitute a Credit
Document under the terms of the Credit Agreement.
SUBPART 4.5 References in Other Credit Documents. All references to the
Credit Agreement in each of the Credit Documents shall hereafter mean the Credit
Agreement as amended by this Amendment. Except as specifically amended hereby or
otherwise agreed, the Credit Agreement is hereby ratified and confirmed and
shall remain in full force and effect according to its terms.
SUBPART 4.6 Counterparts/Telecopy. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement. Delivery of executed counterparts of this Amendment by telecopy shall
be effective as an original and shall constitute a representation that an
original shall be delivered.
SUBPART 4.7 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
SUBPART 4.8 Successors and Assigns. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF the Borrower, the Guarantors and the Lenders have
caused this Amendment to be duly executed on the date first above written.
BORROWER:
CHATTEM, INC.,
a Tennessee corporation
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President and Chief Operating Officer
GUARANTORS: SIGNAL INVESTMENT & MANAGEMENT CO.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President
SUNDEX, LLC,
a Tennessee limited liability company
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President
CHATTEM (CANADA) HOLDINGS, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President
AGENT: BANK OF AMERICA, N.A.,
in its capacity as Agent
By: /s/ Xxxxxxxx Xxxxxxx
----------------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
LENDERS: BANK OF AMERICA, N.A.,
in its capacity as a Lender
By: /s/ Xxxx X. Xxxx
----------------------------------------------
Name: Xxxx X. Xxxx
Title: Senior Vice President
SUNTRUST BANK
By: /s/ Xxx Xxxxxxxxx
----------------------------------------------
Name: Xxx Xxxxxxxxx
Title: Vice President
BRANCH BANKING AND TRUST COMPANY
By: /s/ R. Xxxxxx Xxxx
----------------------------------------------
Name: R. Xxxxxx Xxxx
Title: Senior Vice President
NATIONAL CITY BANK
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
280 FUNDING I
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
ACA CLO 2007 - 1, LIMITED
By: ACA Management, LLC,
as Investment Advisor
By: /s/ Xxxxxxx Xxxxxx
----------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director
AIB DEBT MANAGEMENT, LIMITED
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
Investment Advisor to AIB Debt Management,
Limited
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President,
Investment Advisor to AIB Debt Management,
Limited
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management, Inc.,
as Sub-Advisor
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxxxxxx
----------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
By: /s/ Breeze Xxxxxxx
----------------------------------------------
Name: Breeze Xxxxxxx
Title: Authorized Signatory
ALZETTE EUROPEAN CLO S.A.
By: INVESCO Senior Secured Management, Inc.,
as Collateral Manager
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By: West Gate Horizons Advisors LLC,
as Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxxx
----------------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Senior Credit Analyst
ARES LEVERAGED FINANCE GENERAL I
By: Ares CLO Management XI, L.P.
By: Ares CLO GP XI,
Its: General Partner
By: Ares Management LLC
Its: Manager
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
ARES IIIR/IVR CLO LTD.
By: Ares CLO Management III/IVR, L.P.
Investment Advisor
By: Ares CLO GP IIIR/IVR, LLC
Its: Managing Member
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
CONFLUENT 2 LIMITED
By: Ares Private Account Management I, L.P.,
as Sub-Manager
By: Ares Private Account Management I GP, LLC,
as General Partner
By: Ares Management LLC
as Manager
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
ATLAS LOAN FUNDING (CENT I) LLC
By: RiverSource Investments, LLC,
Attorney in Fact
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Sr. Business Analyst
ATLAS LOAN FUNDING (HARTFORD) LLC
By: Atlas Capital Funding, Ltd.
By: Structured Asset Investors, LLC,
Its: Investment Manager
By: /s/ Xxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
ATLAS LOAN FUNDING (NAVIGATOR) LLC
By: Atlas Capital Funding, Ltd.
By: Structured Asset Investors, LLC,
Its: Investment Manager
By: /s/ Xxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
ATRIUM V
By: /s/ Xxxxx X. Xxxx
----------------------------------------------
Name: Xxxxx X. Xxxx
Title: Authorized Signatory
AVALON CAPITAL LTD. 3
By: INVESCO Senior Secured Management, Inc.,
as Asset Manager
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
AVENUE CLO V, LTD.
By: /s/ Xxxxxxx X'xxxxxxx
----------------------------------------------
Name: Xxxxxxx X'xxxxxxx
Title: Senior Portfolio Manager
BALLYROCK CLO 2006-1 LTD
By: BALLYROK Investment Advisors LLC,
as Collateral Manager
By: /s/ Xxxx Xxxxx
----------------------------------------------
Name: Xxxx Xxxxx
Title: Assistant Treasurer
BALLYROCK CLO II LIMITED
By: BALLYROK Investment Advisors LLC,
as Collateral Manager
By: /s/ Xxxx Xxxxx
----------------------------------------------
Name: Xxxx Xxxxx
Title: Assistant Treasurer
BANK OF AMERICA, N.A.
By: /s/ Xxxxxxx X. Roof
----------------------------------------------
Name: Xxxxxxx X. Roof
Title: Vice President
BEAR XXXXXXX LOAN TRUST
By: Bear Xxxxxxx Asset Management, Inc.,
as its attorney-in-fact
By: /s/ Xxxxx Xxxxxxxxxx
----------------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Managing Director
BELHURST CLO LTD.
By: INVESCO Senior Secured Management, Inc.,
as Collateral Manager
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
BLACK ROCK SENIOR INCOME SERIES
BLACK ROCK SENIOR INCOME SERIES II
BLACKROCK SENIOR INCOME SERIES IV
LONGHORN CDO III, LTD
MAGNETITE V CLO, LIMITED
By: /s/ Xxxx Xxxxxx
----------------------------------------------
Name: Xxxx Xxxxxx
Title: Authorized Signatory
BLF WAREHOUSE I, LTD.
By: Octagon Credit Investors, LLC,
as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Portfolio Manager
CASTLE GARDEN FUNDING
By: /s/ Xxxxx X. Xxxx
----------------------------------------------
Name: Xxxxx X. Xxxx
Title: Authorized Signatory
CENT CDO 12 LIMITED
By: RiverSource Investments, LLC,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Sr. Business Analyst
CENT CDO 14 LIMITED
By: RiverSource Investments, LLC,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Sr. Business Analyst
CENTURION CDO III, LIMITED
By: RiverSource Investments, LLC,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Sr. Business Analyst
CHAMPLAIN CLO, LTD.
By: INVESCO Senior Secured Management, Inc.,
as Collateral Manager
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.,
as Investment Advisor
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
CHATHAM LIGHT III CLO, LTD
By: Sankaty Advisors, LLC,
as Collateral Manager
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Compliance Officer and Assistant
CIFC FUNDING 2006-II, LTD.
CIFC FUNDING 2007-I, LTD
By: /s/ Xxx Xxxx
----------------------------------------------
Name: Xxx Xxxx
Title: Head of Underwriting
CONFLUENT 3 LIMITED
By: Xxxxxx Xxxxxxx Investment Management, Inc.
as Investment Manager
By: /s/ Xxxxx Xxx
----------------------------------------------
Name: Xxxxx Xxx
Title: Executive Director
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management, Inc.,
as Investment Advisor
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
XXXXX XXXXX CDO VIII, LTD.
By: Xxxxx Xxxxx Management,
as Investment Advisor
By: /s/ Xxxxx X. Page
----------------------------------------------
Name: Xxxxx X. Page
Title: Vice President
XXXXX XXXXX CDO XI, LTD
By: Xxxxx Xxxxx Management,
as Investment Advisor
By: /s/ Xxxxx X. Page
----------------------------------------------
Name: Xxxxx X. Page
Title: Vice President
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
By: Xxxxx Xxxxx Management,
as Investment Advisor
By: /s/ Xxxxx X. Page
----------------------------------------------
Name: Xxxxx X. Page
Title: Vice President
XXXXX XXXXX VARIABLE LEVERAGE FUND, LTD.
By: Xxxxx Xxxxx Management,
as Investment Advisor
By: /s/ Xxxxx X. Page
----------------------------------------------
Name: Xxxxx X. Page
Title: Vice President
XXXXX XXXXX FLOATING-RATE INCOME FUND
By: Xxxxx Xxxxx Management,
as Investment Advisor
By: /s/ Xxxxx X. Page
----------------------------------------------
Name: Xxxxx X. Page
Title: Vice President
FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR
FLOATING RATE HIGH INCOME FUND
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Treasurer
FRANKLIN CLO IV, LIMITED
By: /s/ Xxxxx Xxxxxx
----------------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
FRANKLIN FLOATING RATE DAILY ACCESS FUND
By: /s/ Xxxxxxxx Xxx
----------------------------------------------
Name: Xxxxxxxx Xxx
Title: Asst. Vice President
FRANKLIN FLOATING RATE MASTER SERIES
By: /s/ Xxxxxxxx Xxx
----------------------------------------------
Name: Xxxxxxxx Xxx
Title: Asst. Vice President
GALAXY VI CLO, LTD
By: AIG Global Investment Corp.,
its Collateral Manager
By: /s/ Xxxxxx X. Oh
----------------------------------------------
Name: Xxxxxx X. Oh
Title: Managing Director
GALAXY IX CLO, LTD
By: AIG Global Investment Corp.,
its Collateral Manager
By: /s/ Xxxxxx X. Oh
----------------------------------------------
Name: Xxxxxx X. Oh
Title: Managing Director
XXXX FORCE 3 CLO, LTD.
By: GSO Capital Partners LP,
as Collateral Manager
By: /s/ Xxxxxxx Xxxxxx
----------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Authorized Signatory
GALLATIN CLO III 2007-1, LTD.
By: Bear Xxxxxxx Asset Management Inc.,
as its Collateral Manager
By: /s/ Xxxxxxxx Xxxx
----------------------------------------------
Name: Xxxxxxxx Xxxx
Title: Associate Director
GANNETT PEAK CLO I, LTD.
By: XxXxxxxxx Investment Management, LLC,
as Investment Manager
By: /s/ Xxxxxxxx X. Xxxx
----------------------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Duly Authorized Signatory
GENERAL ELECTRIC PENSION TRUST
By: GE Asset Management Inc.,
as Collateral Manager
By: /s/ Xxxx Xxxxxx
----------------------------------------------
Name: Xxxx Xxxxxx
Title: Authorized Signatory
GMAM GROUP PENSION TRUST I
By: State Street Bank & Trust Company as Trust
for GMAM Group Pension Trust I
By: /s/ Name Illegible
----------------------------------------------
Name: Name Illegible
Title: Assistant Vice President
GRAND CENTRAL ASSET TRUST, PFV SERIES
By: /s/ Xxxxx Xxxxxxx
----------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Attorney-in-fact
GSC PARTNERS CDO FUND IX, LIMITED
By: GSCP (NJ), L.P.,
as Collateral Manager
By: /s/ Xxx Xxxxxxxx
----------------------------------------------
Name: Xxx Xxxxxxxx
Title: Authorized Signatory
GSC PARTNERS CDO FUND VIII, LIMITED
By: GSCP (NJ), L.P.,
as Collateral Manager
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
----------------------------------------------
Title: Authorized Signatory
GSO DOMESTIC CAPITAL FUNDING
By: GSO Capital Partners LP,
as Collateral Manager
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
GULF STREAM-NAVIGATOR LOAN FUND 2006 SEGREGATE
By: Gulf Stream Asset Management, LLC,
as Collateral Manager
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Trader
GULF STREAM-RASHINBAN CLO 2006-1LTD
By: Gulf Stream Asset Management, LLC,
as Collateral Manager
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Trader
IKB CAPITAL CORPORATION
By: /s/ Xxxxx Xxxxxx
----------------------------------------------
Name: Xxxxx Xxxxxx
Title: President
HALCYON LOAN INVESTORS CLO II, LTD.
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Chief Financial Officer
HALCYON STRUCTURED ASSET MANAGEMENT CLO I LTD.
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Chief Financial Officer
HAMLET II, LTD.
By: Octagon Credit Investors, LLC,
as Portfolio Manager
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Portfolio Manager
HARBOUR TOWN FUNDING LLC
By: /s/ M. Xxxxxxxx Xxxxxxx
----------------------------------------------
Name: M. Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
THE HARTFORD MUTUAL FUNDS, INC.,
on behalf of the Hartford Floating Rate Fund by
Hartford Investment Management Company,
its sub-advisor, as a lender
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
XXXXXX'X ISLAND CLO V, LTD.
By: CypressTree Investment Management Company,
as Portfolio Manager
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Managing Director
HORSESHOE BEND SPIRET LOAN TRUST
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Sr. Financial Services Officer
KATONAH V, LTD.
By: INVESCO Senior Secured Management, Inc.,
as Investment Manager
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
KINGSLAND III, LTD.
By: Kingsland Capital Management, LLC,
as Manager
By: /s/ Xxxxxxx Sino
----------------------------------------------
Name: Xxxxxxx Sino
Title: Manager
KINGSLAND IV, LTD.
By: Kingsland Capital Management, LLC,
as Manager
By: /s/ Xxxxxxx Sino
----------------------------------------------
Name: Xxxxxxx Sino
Title: Manager
KZH SOLEIL-2 LLC
By: /s/ Xxxxxx Xxxxxxx
----------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Agent
LA FUNDING LLC
By: /s/ M. Xxxxxxxx Xxxxxxx
----------------------------------------------
Name: M. Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
LCM V LTD.
By: Lyon Capital Management LLC,
as Collateral Manager
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Portfolio Manager
LCM VI LTD.
By: Lyon Capital Management LLC,
as Attorney-in-Fact
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Portfolio Manager
LCM VII LTD.
By: Lyon Capital Management LLC,
as Attorney-in-Fact
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Portfolio Manager
LIGHTPOINT CLO III
LIGHTPOINT CLO IV
MARQUETTE US/EUROPEAN CLO P.L.C.
By: /s/ Xxxxx Xxxxxx
----------------------------------------------
Name: Xxxxx Xxxxxx
Title: Director
LIMEROCK CLO I
By: INVESCO Senior Secured Management, Inc.,
as Manager
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
LOAN FUNDING IX LLC,
for itself or as agent for Corporate Loan Fund
By: INVESCO Senior Secured Management, Inc.,
as Portfolio Manager
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
MADISON PARK FUNDING II, LTD.
By: /s/ Xxxxx X. Xxxx
----------------------------------------------
Name: Xxxxx X. Xxxx
Title: Authorized Signatory
XXXXXX XXXXXXX PRIME INCOME TRUST
By: /s/ Xxxxx Xxx
----------------------------------------------
Name: Xxxxx Xxx
Title: Executive Director
MOSELLE CLO S.A.
By: INVESCO Senior Secured Management, Inc.,
as Collateral Manager
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
MOUNTAIN VIEW CLO II, LTD.
By: Seix Advisors, a fixed income division of
Trusco Capital Management, Inc.,
as Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: PM, Seix Advisor
MSIM CRORON, LTD.
By: Xxxxxx Xxxxxxx Investment Management, Inc.
as Collateral Manager
By: /s/ Xxxxx Xxx
----------------------------------------------
Name: Xxxxx Xxx
Title: Executive Director
MSIM PECONIC BAY, LTD.
By: Xxxxxx Xxxxxxx Investment Management, Inc.
as Interim Collateral Manager
By: /s/ Xxxxx Xxx
----------------------------------------------
Name: Xxxxx Xxx
Title: Executive Director
NAUTIQUE FUNDING II LTD.
By: INVESCO Senior Secured Management, Inc,
as Collateral Manager
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
NAUTIQUE FUNDING LTD.
By: INVESCO Senior Secured Management, Inc,
as Collateral Manager
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
NYLM FLATIRON CLO 2006-1 LTD.
By: New York Life Investment Management LLC,
as Collateral Manager and Attorney-in-Fact
By: /s/ X. Xxxxxxxxx
----------------------------------------------
Name: X. Xxxxxxxxx
Title: Director
MAINSTAY VP FLOATING RATE PORTFOLIO,
a Series of Mainstay VP Series Fund,
Inc.
By: New York Life Investment Management LLC
By: /s/ X. Xxxxxxxxx
----------------------------------------------
Name: X. Xxxxxxxxx
Title: Director
MAINSTAY FLOATING RATE FUND, a
Series of Eclipse Funds, Inc.
By: New York Life Investment Management LLC
By: /s/ X. Xxxxxxxxx
----------------------------------------------
Name: X. Xxxxxxxxx
Title: Director
OCEAN TRAILS CLO II
By: West Gate Horizons Advisors LLC, as Manage
By: /s/ Xxxxxx Xxxxxxxxxx
----------------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Senior Credit Analyst
OCTAGON INVESTMENT PARTNERS XI, LTD.
By: Octagon Credit Investors, LLC,
as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Portfolio Manager
OSP FUNDING LLC
By: /s/ M. Xxxxxxxx Xxxxxxx
----------------------------------------------
Name: M. Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
PETRUSSE EUROPEAN CLO S.A.
By: INVESCO Senior Secured Management, Inc,
as Collateral Manager
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
PPM GRAYHAWK CLO, LTD.
By: PPM America, Inc.,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director
PPM SHADOW CREEK FUNDING LLC
By: /s/ M. Xxxxxxxx Xxxxxxx
----------------------------------------------
Name: M. Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
QUALCOMM GLOBAL TRADING, INC.
By: Xxxxxx Xxxxxxx Investment Management, Inc.
as Investment Manager
By: /s/ Xxxxx Xxx
----------------------------------------------
Name: Xxxxx Xxx
Title: Executive Director
RACE POINT IV CLO, LTD
By: Sankaty Advisors, LLC,
as Collateral Manager
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Compliance Officer and Assistant
Secretary
REGATTA II FUNDING LTD.
By: Citigroup Alternative Investments LLC,
Attorney-in-Fact
By: /s/ Xxxxxxx Xxxxxx
----------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
RIVERSOURCE BOND SERIES, INC. -
RIVERSOURCE FLOATING RATE FUND
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice President
SANKATY ADVISORS, LLC,
as Collateral Manager for Race Point CLO,
Limited, as Term Lender
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Compliance Officer and Assistant
Secretary
REGATTA FUNDING LTD.
By: Citigroup Alternative Investments LLC,
Attorney-in-Fact
By: /s/ Xxxxxxx Xxxxxx
----------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
SAGAMORE CLO LTD.
By: INVESCO Senior Secured Management, Inc.,
as Collateral Manager
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
SANKATY HIGH YIELD PARTNERS, II, L.P.
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Compliance Officer and Assistant
SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management, Inc.,
as the Asset Manager
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By: /s/ Xxxxx X. Page
----------------------------------------------
Name: Xxxxx X. Page
Title: Vice President
SEQUILS-CENTURION V, LTD.
By: RiverSource Investments, LLC,
as Collateral Manager
By: /s/ Xxxxx Xxxx Xxxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Sr. Business Analyst
XXXXXXXXX DAYTONA CLO, LTD.
By: Xxxxxxxxx Capital Partners, LLC,
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
XXXXXXXXX MCLAREN CLO, LTD.
By: Xxxxxxxxx Capital Partners, LLC,
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
XXXXXXXXX QUATTRO CLO, LTD.
By: Xxxxxxxxx Capital Partners, LLC,
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
SUNLIFE ASSURANCE COMPANY OF CANADA (US)
By: GSO Capital Partners LP,
as Sub-Advisor
By: /s/ Xxxxxxx Xxxxxx
----------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Authorized Signatory
SYMPHONY CLO II
By: Symphony Asset Management LLC
By: /s/ Xxxxx Xxxxx
----------------------------------------------
Name: Xxxxx Xxxxx
Title: Portfolio Manager
SYMPHONY CLO III
By: Symphony Asset Management LLC
By: /s/ Xxxxx Xxxxx
----------------------------------------------
Name: Xxxxx Xxxxx
Title: Portfolio Manager
XXXXXXXX FOUNDATION, INC.
By: Xxxxxxxx Capital Management, Inc.,
as Investment Manager
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Executive Vice President
UNUM LIFE INSURANCE COMPANY
OF AMERICA
By: /s/ Xxx X. Xxxxxx
----------------------------------------------
Name: Xxx X. Xxxxxx
Title: Vice President
XXX XXXXXX SENIOR INCOME TRUST
By: Xxx Xxxxxx Asset Management
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX SENIOR LOAN FUND
By: Xxx Xxxxxx Asset Management
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
VENTURE VII CDO LIMITED
By: MIX Asset Management LLC,
its investment advisor
By: /s/ Xxxx X. Xxxxxxxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxxxxxxx
Title: Chief Investment Officer
VENTURE VIII WAREHOUSE
By: /s/ Xxxx X. Xxxxxxxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxxxxxxx
Title: Chief Investment Officer
WASATCH CLO LTD.
By: INVESCO Senior Secured Management, Inc.,
as Portfolio Manager
By: /s/ Xxxxxx Xxxxx
----------------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
WB LOAN FUNDING 8, LLC
By: /s/ Xxxxx X. Xxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
XL RE EUROPE LIMITED
By: Xxxxxxxxx Capital Partners, LLC,
as its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxxx
----------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
