FIRST AMENDMENT
Exhibit 10.3
Execution Copy
FIRST AMENDMENT
FIRST AMENDMENT, dated as of July 30, 2004 (this “Amendment”), to the Credit Agreement, dated as of May 13, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PP HOLDING CORPORATION, a Delaware corporation (“Holdings”), POLYPORE, INC. (f/k/a PP Acquisition Corporation), a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, XXXXXX COMMERCIAL PAPER INC. and UBS SECURITIES LLC, as co-documentation agents, BEAR XXXXXXX CORPORATE LENDING INC., as syndication agent, and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrowers;
WHEREAS, the Borrower has requested, and, upon this Amendment becoming effective, the Lenders have agreed, that certain provisions of the Credit Agreement be amended as set forth below;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
PART I
SECTION 2. Amendment to Section 1.1 [Defined Terms]. (a) Section 1.1 of the Credit Agreement is hereby amended by inserting the following defined terms in their appropriate alphabetical order:
“IPO” shall mean the initial public offering of the shares of common stock of the Parent.
“Xxxxx’x” shall mean Xxxxx’x Investors Service, Inc.
“S&P” shall mean Standard & Poor’s Ratings Service.
“SunTrust Lease” shall mean the Equipment Lease Agreement dated July 29th, 2003 between SunTrust Leasing Corp., its successors and assigns, and Celgard, Inc.
(b) The “Capital Expenditures” definition is hereby amended by deleting the last sentence therein and substituting in lieu thereof the following sentence:
“Except for purposes of computing Excess Cash Flow, any buyout payments of (x) the Exide Lease not in excess of $10,000,000 in the aggregate and (y) the SunTrust Lease not in excess of $12,000,000 in the aggregate shall be deemed not to constitute a Capital Expenditure.”
(c) The “Consolidated EBITDA” definition is hereby amended by deleting clause (iv) thereof in its entirety and substituting in lieu thereof the following:
“(iv) any non-recurring fees, cash charges and other cash expenses made or incurred in connection with (A) the Transactions (to the extent paid or otherwise accounted for within 180 days of the consummation of the Transactions), (B) the IPO, (C) current and future permitted financing transactions, (D) permitted retirements, purchases and redemptions of the Senior Subordinated Notes (including, without limitation, premiums paid and costs incurred in connection therewith) or (E) the First Amendment to this Agreement”
The “Consolidated EBITDA” definition is hereby further amended by (i) deleting the term “and” at the end of clause (xi) therein and replacing such term with a “,” and (ii) inserting the following language at the end of clause (xii) therein immediately prior to the word “minus”:
“, (xiii) all operating lease payments not in excess of $3,000,000 associated with the SunTrust Lease during such period and (xiv) one-time charges in connection with cleanup costs in the Borrower’s or its Subsidiaries’ Potenza, Italy facility incurred on or before December 30, 2006 and one-time restructuring costs in connection with the Membrana facility incurred on or before December 30, 2006 (including, without limitation, in connection with severance and similar costs, facility closure costs and equipment relocation costs), in each case incurred during such period and in an aggregate amount with respect to this clause (xiv) not to exceed $20,000,000 during any period of four consecutive fiscal quarters ending on or before December 30, 2006”
(d) The “Excess Cash Flow” definition is hereby amended by deleting clause (A) of the last sentence thereof and substituting in lieu thereof the following:
“(A) items (iv), (v), (vi), (xiv) and, so long as no Indebtedness is incurred by Holdings, the Borrower or any Subsidiary in connection with the buyout of the Exide Lease and the SunTrust Lease, respectively, items (xii) and (xiii) of clause (a) of the definition of Consolidated EBITDA to the extent such items are paid in cash during such fiscal year,”
(e) The “Parent” definition is hereby amended by deleting such definition in its entirety and substituting in lieu thereof the following:
“Parent” shall mean Polypore International, Inc. or any other direct or indirect parent of Holdings.
(f) The “Pro Forma Basis” definition is hereby amended by (i) deleting the phrase “Exide Lease buyout” set forth in the first sentence thereof and substituting in lieu thereof the phrase “buyouts of the Exide Lease and the SunTrust Lease” and (ii) deleting the phrase “buyout of the Exide Lease” set forth in the proviso therein and substituting in lieu thereof the phrase “buyouts of the Exide Lease and the SunTrust Lease”.
SECTION 3. Amendment to Section 1.3 [Pro Forma Calculations]. Section 1.3 of the Credit Agreement is hereby amended by inserting the language “or the SunTrust Lease” immediately following the phrase “Exide Lease” contained therein.
SECTION 4. Amendment to Section 6.1 [Indebtedness]. Section 6.1 of the Credit Agreement is hereby amended by revising subsection (g) thereof to delete the words “$400,000,000 at
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any time outstanding” set forth in clause (i) therein and substituting in lieu thereof the words “$405,915,000 net of any redemptions, repurchases or other repayments made in respect thereof”.
SECTION 5. Amendment to Section 6.9 [Other Indebtedness; Material Agreements]. Section 6.9(b) of the Credit Agreement is hereby amended by replacing the parenthetical proviso contained in clause (i) thereof with the following:
“(provided, however, that the foregoing shall not prohibit any refinancings of Indebtedness in accordance with Section 6.1(l) or the conversion of any such Indebtedness into equity securities; and provided, further, that, notwithstanding the foregoing, Holdings, the Borrower and each of their Material Subsidiaries shall be permitted to make any of the payments referred to in clause (i) above (or offer to make such payments) (A) with the net cash proceeds of the IPO (to the extent Parent directly or indirectly contributes such proceeds to the Borrower) or (B) with the net cash proceeds of subsequent equity offerings by the Parent (to the extent Parent directly or indirectly contributes such proceeds to the Borrower) so long as, in the case of this clause (B), at such time, (x) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such payment and (y) the Leverage Ratio is less than or equal to 3.25 to 1.0 after giving effect to such payment)”
PART II
SECTION 6. Amendment to Section 6.1 [Indebtedness]. Section 6.1 of the Credit Agreement is hereby amended by revising subsection (s) thereof to delete the dollar amount “$50,000,000” contained therein and substituting in lieu thereof the dollar amount “$75,000,000”.
SECTION 7. Amendments to Section 6.4 [Investments, Loans and Advances]. (a) Section 6.4 of the Credit Agreement is hereby amended by revising subsection (a) thereof to delete the dollar amount “$25,000,000” contained therein and substituting in lieu thereof the dollar amount “$50,000,000”.
(b) Section 6.4 of the Credit Agreement is hereby further amended by revising subsection (c) thereof by deleting clause (iii) thereof in its entirety and substituting in lieu thereof the following:
“(iii) the aggregate amount of loans and advances (net of repayments) made to Holdings shall not exceed (x) $5,000,000 during any fiscal year of the Borrower or (y) $25,000,000 during the term of this Agreement; provided, that the amount of any loans and advances that can be made during any fiscal year pursuant to clause (iii) above shall be increased by the amount of unused permitted loans and advances for any preceding fiscal year so long as the aggregate amount of such loans and advances does not exceed $25,000,000 at any time during the term of this Agreement”
(c) Section 6.4 of the Credit Agreement is hereby further amended by (x) deleting the word “and” at the end of clause (k) contained therein, (y) renaming clause (m) as clause (n) and (z) inserting the new clause (m) set forth below in appropriate alphabetical order:
“(m) the Borrower and Holdings may make loans and advances to Holdings and/or Parent (x) the proceeds of which shall be applied by Holdings and/or Parent to pay out of pocket general corporate and overhead expenses incurred by Holdings and/or Parent not to exceed (together with the total amount of Restricted Payments made for such purpose under Section 6.6(a)(iv)) $5,000,000 during any fiscal year of the Borrower and (y) in the form of Tax
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Payments, to the extent directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such loans and advances (together with dividends made pursuant to Section 6.6(a)(iv)) shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, State and local taxes were the Borrower and the Subsidiaries to pay such taxes as stand-alone taxpayers, (B) all loans and advances made to Holdings and/or Parent pursuant to this clause (m) are used by Holdings and/or Parent for the purposes specified herein within 20 days of the receipt thereof and (C) in the case of any loan or advance made to Holdings pursuant to this clause (m), Holdings owns, beneficially and of record, 100% of the issued and outstanding Equity Interests of the Borrower at the time of such Investment; and”
SECTION 8. Amendments to Section 6.6 [Restricted Payments; Restrictive Agreements]. (a) Section 6.6 of the Credit Agreement is hereby amended by revising clause (a)(iv) thereof to insert the words “(together with the aggregate amount of loans and advances made pursuant to Section 6.4(m))” both immediately prior to the amount “$5,000,000” set forth in clause (x) therein and immediately following the word “dividends” set forth in clause (A) of the proviso therein.
(b) Section 6.6 of the Credit Agreement is hereby further amended by revising clause (a)(v) thereof to insert (i) after the words “100% of Cumulative Excess Cash Flow that is Not Otherwise Applied”, the words “minus the aggregate amount of Restricted Payments made pursuant to Section 6.6(a)(viii)” and (ii) at the end thereof the following proviso:
“provided, that no Restricted Payments shall be made under this clause (v) for the purpose of enabling Parent to make dividend payments on its common stock until on or after July 30, 2006; and, provided, further, that, notwithstanding anything herein to the contrary, on or after July 30, 2006, Restricted Payments may be made under this clause (v) for the purpose of enabling Parent to make dividend payments on its common stock regardless of whether the above Leverage Ratio test has been met;”
(c) Section 6.6 of the Credit Agreement is hereby further amended by (i) deleting the term “and” set forth at the end of clause (a)(vi) thereof, (ii) deleting the “.” at the end of clause (vii) thereof and substituting in lieu thereof the following language “; and” and (iii) inserting the following clause (viii) immediately after clause (a)(vii):
“(viii) Holdings, the Borrower and its Subsidiaries may make additional Restricted Payments for the sole purpose of enabling Parent to pay dividends on its common stock not to exceed (x) $10,000,000 during the period from July 30, 2004 through July 29, 2005 and (y) $10,000,000 during the period from July 30, 2005, through July 29, 2006.”
PART III
SECTION 9. Amendment to Section 1.1 [Defined Terms]. (a) The “Applicable Percentage” definition is hereby amended by deleting the two left columns of the table set forth therein in their entirety (the columns located under the headings “Eurodollar Spread-Term Loans” and “ABR Spread-Term Loans”) and substituting in lieu thereof the following two columns:
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Eurodollar Spread— Term Loans |
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ABR Spread— |
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2.25% |
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1.25% |
(b) The “Applicable Percentage” definition is hereby further amended by inserting the following language at the end thereof
The Applicable Percentage for Eurodollar Spread-Term Loans shall be reduced to 2.00%, and the Applicable Percentage for ABR Spread-Term Loans shall be reduced to 1.00% upon (and for so long as) (x) the Leverage Ratio being less than 4.0 to 1.0 or (y) the senior secured credit rating of the Borrower being rated at least “Ba3” by Moody’s and “BB-” by S&P, each with a stable outlook or better. Each change in the Applicable Percentage resulting from a change in the Leverage Ratio or a change in the senior secured credit rating of the Borrower shall be effective with respect to all Term Loans outstanding on and after (the “Term Loan Adjustment Date”) (i) with respect to changes in the Leverage Ratio, the date of delivery to the Administrative Agent of the financial statements and certificates required by Section 5.4(a) or (b) and Section 5.4(c), respectively, indicating such change and (ii) with respect to changes in the senior secured credit rating of the Borrower, the first Business Day following the date on which Moody’s or S&P, respectively, announces such change in ratings, and until the next Term Loan Adjustment Date.
SECTION 10. Conditions to Effectiveness of Amendment. (a) The amendments set forth in Part I of this Amendment (other than the amendments solely relating to transaction costs associated with the IPO referred to in clause (a)(iv)(B) of the “Consolidated EBITDA” definition and the corresponding reference in the “Excess Cash Flow” definition) shall be effective on the date on which all of the following conditions precedent have been satisfied or waived (the “First Effective Date”):
(i) The Administrative Agent (or its counsel) shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each of (A) Holdings, (B) the Borrower and (C) the Required Lenders;
(ii) The Borrower shall have paid all fees and expenses of the Administrative Agent, including the reasonable fees and expenses of counsel to the Administrative Agent;
(iii) After giving effect to the Amendment, no Default or Event of Default shall have occurred and be continuing; and
(iv) The Administrative Agent shall have received such fees as separately agreed between the Administrative Agent (or any of its Affiliates) and the Borrower.
(b) The amendments set forth in Part II of this Amendment (together with the amendments set forth in Part I solely relating to transaction costs associated with the IPO referred to in clause (a)(iv)(B) of the “Consolidated EBITDA” definition and the corresponding reference in the “Excess Cash Flow” definition) shall be effective on the date on which all of the following conditions precedent have been satisfied or waived (the “Second Effective Date”):
(i) The conditions set forth in Section 10(a) above shall have been satisfied; and
(ii) (A) The IPO shall have been consummated on or before September 30, 2004, and (B) the Borrower shall have purchased, retired or redeemed (or made arrangements
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satisfactory to the Administrative Agent to do so; it being understood that open market purchases, a cash tender offer pursuant to documents provided to the Administrative Agent on or before the Second Effective Date and arrangements for redemptions pursuant to the Senior Subordinated Note Indenture are all satisfactory to the Administrative Agent) the Loans or the Senior Subordinated Notes in an aggregate principal amount not less than $75,000,000.
(c) The amendment set forth in Part III of this Amendment shall be effective on the date on which all of the following conditions precedent have been satisfied or waived (the “Third Effective Date”):
(i) The conditions set forth in Section 10(a) above shall have been satisfied; and
(ii) The Administrative Agent (or its counsel) shall have received (after giving effect to any assignments entered into pursuant to Section 2.20) a counterpart of this Amendment, executed and delivered by a duly authorized officer of each of the Lenders with Term Loan Commitments.
(d) The Administrative Agent shall notify the Borrower and each Lender (via IntraLinks or such other means reasonably determined by the Administrative Agent) of the occurrence of the First Effective Date, the Second Effective Date and the Third Effective Date.
SECTION 11. Representations and Warranties. Each of the representations and warranties made by each of Holdings and the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date hereof as if made as of the date hereof, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date; provided, that each reference to the Credit Agreement therein shall be deemed to be a reference to the Credit Agreement after giving effect to this Amendment.
SECTION 12. Effect on the Loan Documents. (a) Except as specifically amended above, the Credit Agreement and all other Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
SECTION 13. Expenses. Holdings and the Borrower agree to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transaction contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.
SECTION 14. Affirmation of Guaranty and Credit Agreement. The Guarantors hereby consent to this Amendment and hereby confirm, reaffirm and restate that their obligations under or in respect of the Credit Agreement and the documents related thereto to which they are a party are and shall remain in full force and effect after giving effect to the foregoing Amendment.
SECTION 15. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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SECTION 16. Execution in Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.
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PP HOLDING CORPORATION |
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By: |
/s/ Xxxx Xxxx |
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Name: Xxxx Xxxx |
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Title: Chief Financial Officer, Treasurer and Secretary |
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POLYPORE, INC., as a Borrower |
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By: |
/s/ Xxxx Xxxx |
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Name: Xxxx Xxxx |
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Title: Chief Financial Officer, Treasurer and Secretary |
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XX XXXXXX XXXXX BANK, as Administrative Agent and a Lender |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Name: Xxxxxx X. Xxxxxxx |
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Title:Vice President |
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BEAR XXXXXXX CORPORATE LENDING INC., as Syndication Agent and a Lender |
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By: |
/s/ Xxxxxx Xxxxxxxxxxxx |
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Name: Xxxxxx Xxxxxxxxxxxx |
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Title: Vice President |
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GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agent and a Lender |
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By: |
/s/ Xxxx Xxxxxxxxx |
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Name: Xxxx Xxxxxxxxx |
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Title: Vice President |
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XXXXXX COMMERCIAL PAPER INC., as Co-Documentation Agent and a Lender |
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By: |
/s/ Xxxxxxx Xxxxx |
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Name: Xxxxxxx Xxxxx |
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Title: Authorized Signatory |
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ING CAPITAL LLC |
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By: |
/s/ Xxxxx Xxxxx Xxxxx |
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Name: Xxxxx X. Xxxxx |
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Title: Vice President |
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NATIONAL CITY BANK |
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By: |
/s/ Xxxxx X. Xxxxx |
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Name: Xxxxx X. Xxxxx |
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Title: Assistant Vice President |
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XXXXXX COMMERCIAL PAPER, INC. |
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By: |
/s/ Xxxxxxx Xxxxx |
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Name: Xxxxxxx Xxxxx |
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Title: Authorized Signatory |
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BANK OF TOKYO¾MITSUBISHI TRUST COMPANY |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: Xxxx X. Xxxxxx |
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Title: Assistant Vice President |
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ARCHIMEDES FUNDING III, LTD. |
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BY: ING Capital Advisors LLC, as Collateral Manager |
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By: |
/s/ Xxxxxx X. Xxxx |
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Name: Xxxxxx X. Xxxx |
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Title: Managing Director |
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ARCHIMEDES FUNDING IV (CAYMAN), LTD. |
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BY: ING Capital Advisors LLC, as Collateral Manager |
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By: |
/s/ Xxxxxx X. Xxxx |
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Name: Xxxxxx X. Xxxx |
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Title: Managing Director |
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NEMEAN CLO, LTD. |
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BY: ING Capital Advisors LLC, as Investment Manager |
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By: |
/s/ Xxxxxx X. Xxxx |
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Name: Xxxxxx X. Xxxx |
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Title: Managing Director |
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ENDURANCE CLO I, LTD |
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c/o: ING Capital Advisors LLC, as Portfolio Manager |
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By: |
/s/ Xxxxxx X. Xxxx |
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Name: Xxxxxx X. Xxxx |
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Title: Managing Director |
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ING-ORYX CLO, LTD |
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BY: ING Capital Advisors LLC, as Collateral Manager |
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By: |
/s/ Xxxxxx X. Xxxx |
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Name: Xxxxxx X. Xxxx |
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Title: Managing Director |
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WESTERN ASSET FLOATING RATE HIGH INCOME FUND |
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By: |
/s/ WESTERN ASSET FLOATING RATE HIGH INCOME FUND |
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ING CAPITAL MANAGEMENT LTD, acting as Investment Advisor for ____ |
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By: |
/s/ XX Xxxxxx |
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Name: XX Xxxxxx |
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Title: Managing Director |
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CLARENVILLE CEDO, SA |
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By: Pacific Investment Management Company LLC, as its Investment Advisor |
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By: |
/s/ Xxxxx X. Xxxxxxxxxx |
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Name: Xxxxx X. Xxxxxxxxxx |
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Title: Managing Director |
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INTERCONTINENTAL CDO S.A. |
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By: Pacific Investment Management Company LLC, as its Investment Advisor |
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By: |
/s/ Xxxxx X. Xxxxxxxxxx |
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Name: Xxxxx X. Xxxxxxxxxx |
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Title: Managing Director |
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INVESCO EUROPEAN CO I S.A. |
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By: INVESCO Senior Secured Management, Inc. as Collateral Manager |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: Xxxxxx Xxxxxxx |
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Title: Authorized Signatory |
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PETRUSSE EUROPEAN CLO S.A. |
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By: INVESCO Senior Secured Management, Inc. as Collateral Manager |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: Xxxxxx Xxxxxxx |
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Title: Authorized Signatory |
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RMF EURO CDO S.A. |
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By: |
/s/ Xxxx Xxxxxx |
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Name: Xxxx Xxxxxx |
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Title: Director |
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RMF EURO CDO II S.A. |
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By: |
/s/ Xxxx Xxxxxx |
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Name: Xxxx Xxxxxx |
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Title: Director |
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JUPITER LOAN FUNDING LLC |
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By: |
/s/ Xxxxxxxx X. Xxxxxxx |
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Name: Xxxxxxxx X. Xxxxxxx |
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Title: Assistant Vice President |
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WINGED FOOT FUNDING TRUST |
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By: |
/s/ Xxxxx X. Xxxxx |
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Name: Xxxxx X. Xxxxx |
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Title: Authorized Agent |
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LANDMARK IV CDO LIMITED |
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By: Aladdin Capital Management LLC, As Manager |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: Xxxxxx Xxxxxxx |
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Title: Director |
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PACIFIC CDO III, LTD |
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By: Lacontra Inc. as its Investment Manager |
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By: |
/s/ PACIFIC CDO III, LTD |
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AIMCO CDO SERIES 2000-A |
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By: |
/s/ AIMCO COO SERIES 2000-A |
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ALLSTATE LIFE INSURANCE COMPANY |
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By: |
/s/ ALLSTATE LIFE INSURANCE COMPANY |
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AMERICAN EXPRESS CERTIFICATE COMPANY |
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By: American Express Asset Management Group as Collateral Manager |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Name: Xxxxxx X. Xxxxxxx |
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Title: Senior Managing Director |
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CENTURION CDO II, LTD. |
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By: American Express Asset Management Group, Inc. as Collateral Manager |
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By: |
/s/ Xxxxxx Xxxxxxxxx |
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Name: Xxxxxx Xxxxxxxxx |
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Title: Director - Operations |
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CENTURION CDO VI, LTD. |
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By: American Asset Management Group, Inc. as Collateral Manager |
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By: |
/s/ Xxxxxx Xxxxxxxxx |
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Name: Xxxxxx Xxxxxxxxx |
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Title: Director - Operations |
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CENTURION CDO VII, LTD. |
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By: American Express Asset Management Group, Inc. as Collateral Manager |
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By: |
/s/ Xxxxxx Xxxxxxxxx |
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Name: Xxxxxx Xxxxxxxxx |
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Title: Director - Operations |
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IDS LIFE INSURANCE COMPANY |
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By: American Express Asset Management Group, Inc. as Collateral Manager |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Name: Xxxxxx X. Xxxxxxx |
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Title: Senior Managing Director |
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KZH CYPRESSTREE-1 LLC |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: Xxxxxx Xxxxxxx |
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Title: Authorized Agent |
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KZH STERLING LLC |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: Xxxxxx Xxxxxxx |
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Title: Authorized Agent |
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16
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SEQUILS-CENTURION V, LTD. |
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By: American Express Asset Management Group, Inc. as Collateral Manager |
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By: |
/s/ Xxxxxx Xxxxxxxxx |
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Name: Xxxxxx Xxxxxxxxx |
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Title: Director - Operations |
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NAVIGATOR CDO 2003, LTD. |
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By: Antares Asset Management Inc., as Collateral Manager |
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By: |
/s/ Xxxxx Xxxxx |
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Name: Xxxxx Xxxxx |
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Title: Vice President |
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XXXX & XXXXXXX XXXXX FOUNDATION |
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By: Babson Capital Management LLC as Investment Adviser |
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By: |
/s/ Xxxxx X. Xxxxx, CFA |
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Name: Xxxxx X. Xxxxx, CFA |
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Title: Managing Director |
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MAPLEWOOD (CAYMAN) LIMITED |
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By: Babson Capital Management LLC under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager |
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By: |
/s/ Xxxxx X. Xxxxx, CFA |
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Name: Xxxxx P, Xxxxx, CFA |
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Title: Managing Director |
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17
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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY |
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By: Babson Capital Management LLC as Investment Advisor |
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By: |
/s/ Xxxxx X. Xxxxx, CFA |
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Name: Xxxxx X. Xxxxx, CFA |
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Title: Managing Director |
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SUFFIELD CLO, LIMITED |
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By: Babson Capital Management LLC as Collateral Manager |
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By: |
/s/ Xxxxx X. Xxxxx, CFA |
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Name: Xxxxx X. Xxxxx, CFA |
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Title: Managing Director |
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SANKATY ADVISORS, LLC as Collateral Manager for XXXXX POINT CLO, LTD., as Term Lender |
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By: |
/s/ Xxxxx X. Xxxxx |
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Name: Xxxxx X. Xxxxx |
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Title: Managing Director |
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SANKATY ADVISORS, LLC as Collateral Manager for Castle Hill I - INGOTS, Ltd., as Term Lender |
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By: |
/s/ Xxxxx X. Xxxxx |
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Name: Xxxxx X. Xxxxx |
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Title: Managing Director |
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18
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SANKATY ADVISORS, LLC as Collateral Manager for Castle Hill II - INGOTS, Ltd., as Term Lender |
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By: |
/s/ Xxxxx X. Xxxxx |
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Name: Xxxxx X. Xxxxx |
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Title: Managing Director |
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SANKATY ADVISORS, LLC as Collateral Manager for Castle Hill III CLO, Limited, as Term Lender |
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By: |
/s/ Xxxxx X. Xxxxx |
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Name: Xxxxx X. Xxxxx |
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Title: Managing Director |
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HARBOUR TOWN FUNDING LLC |
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By: |
/s/ Xxxxxxxx X. Xxxxxxx |
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Name: Xxxxxxxx X. Xxxxxxx |
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Title: Assistant Vice President |
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SANKATY ADVISORS, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender |
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By: |
/s/ Xxxxx X. Xxxxx |
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Name: Xxxxx X. Xxxxx |
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Title: Managing Director |
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19
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SANKATY ADVISORS, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender |
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By: |
/s/ Xxxxx X. Xxxxx |
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Name: Xxxxx X. Xxxxx |
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Title: Managing Director |
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SANKATY ADVISORS, LLC as Collateral Manager for Prospect Funding I, LLC as Term Lender |
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By: |
/s/ Xxxxx X. Xxxxx |
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Name: Xxxxx X. Xxxxx |
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Title: Managing Director |
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PPM MONARCH BAY FUNDING LLC |
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By: |
/s/ Xxxxxxxx X. Xxxxxxx |
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Name: Xxxxxxxx X. Xxxxxxx |
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Title: Assistant Vice President |
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BLACKROCK SENIOR INCOME SERIES MAGNETITE IV CLO, LIMITED MAGNETITE V CLO, LIMITED SENIOR LOAN PORTFOLIO |
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By: |
/s/ Xxx Xxxxxxx |
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Name: Xxx Xxxxxxx |
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Title: Authorized Signatory |
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20
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BEAR XXXXXXX LOAN TRUST |
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By: Bear Xxxxxxx Asset Management, Inc., as its attorney-in-fact |
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By: |
/s/ Bear Xxxxxxx Asset Management, Inc. |
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BRAYMOOR & CO. |
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By: Bear Xxxxxxx Asset Management, Inc., as its attorney-in-fact |
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By: |
/s/ Bear Xxxxxxx Asset Management, Inc. |
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GALLATIN FUNDING I LTD. |
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By: Bear Xxxxxxx Asset Management, Inc., as Collateral Manager |
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By: |
/s/ Bear Xxxxxxx Asset Management, Inc. |
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GRAYSTON CLO 2001-01 LTD. |
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By: Bear Xxxxxxx Asset Management, Inc., as Collateral Manager |
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By: |
/s/ Bear Xxxxxxx Asset Management, Inc. |
21
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GRAYSTON CLO II 2004-01 LTD. |
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By: Bear Xxxxxxx Asset Management, Inc., as Collateral Manager |
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By: |
/s/ Bear Xxxxxxx Asset Management, Inc. |
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Name: |
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Title: Associate Director |
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CALLIDUS DEBT PARTNERS CLO FUND II, LTD. |
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By: Its Collateral Manager, Callidus Capital Management, LLC |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: Xxxxx Xxxxxxx |
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Title: Managing Director |
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22
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CITADEL CREDIT TRADING LTD. |
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By: Citadel Limited Partnership, its Portfolio Manager |
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By: GLB Partners, L.P., its General Partner |
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By: Citadel Investment Group, L.L.C., its General Partner |
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By: |
/s/ Xxxxx X. Xxxxx |
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Name: Xxxxx X. Xxxxx |
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Title: Managing Director |
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CITADEL EQUITY FUND, LTD. |
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By: Citadel Limited Partnership, its Portfolio Manager |
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By: GLB Partners, L.P., its General Partner |
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By: Citadel Investment Group, L.L.C., its General Partner |
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By: |
/s/ Xxxxx X. Xxxxx |
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Name: Xxxxx X. Xxxxx |
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Title: Managing Director |
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ECL FUNDING LLC |
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By: |
/s/ Xxxxx Xxxxxxxxxxx |
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Name: Xxxxx Xxxxxxxxxxx |
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Title: Attorney-in-fact |
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23
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COLUMBUS LOAN FUNDING LTD. |
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By: Travelers Asset Management International |
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By: |
/s/ Xxxx X’Xxxxxxx |
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Name: Xxxx X’Xxxxxxx |
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Title: Vice President |
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CITIGROUP FINANCIAL PRODUCTS, INC. |
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By: Antares Asset Management Inc., as Agent |
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By: |
/s/ Xxxxx Xxxxx |
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Name: Xxxxx Xxxxx |
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Title: Vice President |
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CSAM FUNDING I |
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: Xxxxx X. Xxxxxx |
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Title: Authorized Signatory |
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CSAM FUNDING III |
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: Xxxxx X. Xxxxxx |
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Title: Authorized Signatory |
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CSAM FUNDING IV |
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: Xxxxx X. Xxxxxx |
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Title: Authorized Signatory |
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24
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BRYN MAWR CLO, LTD. |
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By: Deerfield Capital Management LLC as its Collateral Manager |
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By: |
/s/ Xxx Xxxxxxx |
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Name: Xxx Xxxxxxx |
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Title: Senior Vice President |
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FOREST CREEK CLO, LTD. |
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By: Deerfield Capital Management LLC as its Collateral Manager |
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By: |
/s/ Xxx Xxxxxxx |
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Name: Xxx Xxxxxxx |
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Title: Senior Vice President |
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LONG GROVE CLO, LIMITED. |
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By: Deerfield Capital Management LLC as its Collateral Manager |
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By: |
/s/ Xxx Xxxxxxx |
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Name: Xxx Xxxxxxx |
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Title: Senior Vice President |
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MUIRFIELD TRADING LLC |
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By: |
/s/ Xxxxxxxx X. Xxxxxxx |
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Name: Xxxxxxxx X. Xxxxxxx |
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Title: Assistant Vice President |
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25
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ROSEMONT CLO, LTD. |
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By: Deerfield Capital Management LLC as its Collateral Manager |
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By: |
/s/ Xxx Xxxxxxx |
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Name: Xxx Xxxxxxx |
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Title: Senior Vice President |
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DENALI CAPITAL LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO IV, LTD., or an affiliate |
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By: |
/s/ Xxxx X. Xxxxxxx |
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Name: Xxxx X. Xxxxxxx |
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|
Title: Chief Credit Officer |
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26
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DENALI CAPITAL LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO I, LTD., or an affiliate |
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By: |
/s/ Xxxx X. Xxxxxxx |
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|
Name: Xxxx X. Xxxxxxx |
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|
Title: Chief Credit Officer |
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|
DENALI CAPITAL LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO II, LTD., or an affiliate |
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By: |
/s/ Xxxx X. Xxxxxxx |
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Name: Xxxx X. Xxxxxxx |
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|
Title: Chief Credit Officer |
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DENALI CAPITAL LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO III, LTD., or an affiliate |
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By: |
/s/ Xxxx X. Xxxxxxx |
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Name: Xxxx X. Xxxxxxx |
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|
Title: Chief Credit Officer |
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|
BIG SKY III SENIOR LOAN TRUST |
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|
By: Xxxxx Xxxxx Management as Investment Advisor |
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By: |
/s/ Payson X. Xxxxxxxxx |
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Name: Payson X. Xxxxxxxxx |
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Title: Vice President |
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27
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COSTANTINUS XXXXX XXXXX CDO V, LTD. |
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By: Xxxxx Xxxxx Management as Investment Advisor |
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By: |
/s/ Payson X. Xxxxxxxxx |
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Name: Payson X. Xxxxxxxxx |
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Title: Vice President |
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|
XXXXX XXXXX CDO III, LTD. |
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By: Xxxxx Xxxxx Management as Investment Advisor |
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By: |
/s/ Payson X. Xxxxxxxxx |
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Name: Payson X. Xxxxxxxxx |
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Title: Vice President |
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XXXXX XXXXX CDO VI LTD. |
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By: Xxxxx Xxxxx Management as Investment Advisor |
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By: |
/s/ Payson X. Xxxxxxxxx |
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Name: Payson X. Xxxxxxxxx |
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Title: Vice President |
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|
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND |
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By: Xxxxx Xxxxx Management as Investment Advisor |
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By: |
/s/ Payson X. Xxxxxxxxx |
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Name: Payson X. Xxxxxxxxx |
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Title: Vice President |
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28
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XXXXX XXXXX LIMITED DURATION INCOME FUND |
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By: Xxxxx Xxxxx Management as Investment Advisor |
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By: |
/s/ Payson X. Xxxxxxxxx |
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Name: Payson X. Xxxxxxxxx |
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Title: Vice President |
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XXXXX XXXXX SENIOR FLOATING-RATE TRUST |
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By: Xxxxx Xxxxx Management as Investment Advisor |
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By: |
/s/ Payson X. Xxxxxxxxx |
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Name: Payson X. Xxxxxxxxx |
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Title: Vice President |
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|
XXXXX XXXXX SENIOR INCOME TRUST |
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By: Xxxxx Xxxxx Management as Investment Advisor |
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By: |
/s/ Payson X. Xxxxxxxxx |
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Name: Payson X. Xxxxxxxxx |
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Title: Vice President |
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29
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XXXXX XXXXX VT FLOATING-RATE INCOME FUND |
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By: Xxxxx Xxxxx Management as Investment Advisor |
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By: |
/s/ Payson X. Xxxxxxxxx |
|
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Name: Payson X. Xxxxxxxxx |
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Title: Vice President |
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XXXXXXX & CO. |
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By: Boston Management and Research as Investment Advisor |
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By: |
/s/ Payson X. Xxxxxxxxx |
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Name: Payson X. Xxxxxxxxx |
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|
Title: Vice President |
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|
OXFORD STRATEGIC INCOME FUND |
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|
By: Xxxxx Xxxxx Management as Investment Advisor |
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By: |
/s/ Payson X. Xxxxxxxxx |
|
|
Name: Payson X. Xxxxxxxxx |
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|
Title: Vice President |
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|
SENIOR DEBT PORTFOLIO |
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|
By: Boston Management and Research as Investment Advisor |
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By: |
/s/ Payson X. Xxxxxxxxx |
|
|
Name: Payson X. Xxxxxxxxx |
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|
Title: Vice President |
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30
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|
TOLLI & CO. |
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By: Xxxxx Xxxxx Management as Investment Advisor |
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By: |
/s/ Payson X. Xxxxxxxxx |
|
|
Name: Payson X. Xxxxxxxxx |
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|
|
Title: Vice President |
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|
BALLYROCK CDO I LIMITED |
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|
By: BALLYROCK Investment Advisors LLC, as Collateral Manager |
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By: |
/s/ Xxxx Xxxxx |
|
|
Name: Xxxx Xxxxx |
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|
|
Title: Assistant Treasurer |
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|
BALLYROCK CDO II LIMITED |
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|
By: BALLYROCK Investment Advisors LLC, as Collateral Manager |
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|
By: |
/s/ Xxxx Xxxxx |
|
|
Name: Xxxx Xxxxx |
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|
|
Title: Assistant Treasurer |
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|
|
FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND |
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By: |
/s/ Xxxx X. Xxxxxxxx |
|
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Name: Xxxx X. Xxxxxxxx |
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|
|
Title: Assistant Treasurer |
|
31
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FLAGSHIP CLO II |
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By: |
/s/ Xxxx X. Xxxxxxxxx |
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|
Name: Xxxx X. Xxxxxxxxx |
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|
Title: Director |
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|
FLAGSHIP CLO III |
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|
By: Flagship Capital Management, Inc. its Attorney-in-Fact |
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By: |
/s/ Xxxx X. Xxxxxxxxx |
|
|
Name: Xxxx X. Xxxxxxxxx |
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|
|
Title: Director |
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|
|
FLAGSHIP CLO 2001-1 |
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|
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By: |
/s/ Xxxx X. Xxxxxxxxx |
|
|
Name: Xxxx X. Xxxxxxxxx |
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|
|
Title: Director |
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|
|
LONG LANE MASTER TRUST IV |
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|
|
By: |
/s/ Xxxxx X. Xxxxx |
|
|
Name: Xxxxx X. Xxxxx |
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|
|
Title: Authorized Agent |
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|
|
FOOTHILL INCOME TRUST II, L.P. |
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|
|
By: FIT II G.P., its general partner |
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|
|
By: |
/s/ Xxxxxx X. Xxxxxx |
|
|
Name: Xxxxxx X. Xxxxxx |
|
|
|
Title: Managing Member |
|
32
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|
FOREST MULTI-STRATEGY MASTER FUND SPC, on behalf of its Multi-Strategy Segregated Portfolio |
|
|
|
|
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|
|
By: |
/s/ Xxxxx Xxxxxx |
|
|
Name: Xxxxx Xxxxxx |
|
|
|
Title: Portfolio Manager |
|
|
|
FRANKLIN FLOATING RATE TRUST |
|
|
|
FRANKLIN FLOATING RATE DAILY ACCESS FUND |
|
|
|
FRANKLIN FLOATING RATE MASTER SERIES |
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|
|
By: |
/s/ FRANKLIN FLOATING RATE TRUST |
33
|
|
LOAN FUNDING VII LLC (Valhalla) |
|
|
|
By: Highland Capital Management, L.P. as Collateral Manager |
|
|
|
|
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|
|
By: |
/s/ Xxxx Xxxxxxx |
|
|
Name: Xxxx Xxxxxxx |
|
|
|
Title: Senior Portfolio Manager |
|
|
|
|
|
|
|
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|
|
RESTORATION FUNDING CLO, LTD. |
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|
|
By: Highland Capital Management, L.P. as Collateral Manager |
|
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|
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|
|
By: |
/s/ Xxxx Xxxxxxx |
|
|
Name: Xxxx Xxxxxxx |
|
|
|
Title: Senior Portfolio Manager |
|
|
|
|
|
|
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|
|
COLUMBIA FLOATING RATE LIMITED LIABILITY COMPANY |
|
|
|
By: Highland Capital Management, L.P. as Collateral Manager |
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|
|
By: |
/s/ Xxxx Xxxxxxx |
|
|
Name: Xxxx Xxxxxxx |
|
|
|
Title: Senior Portfolio Manager |
|
34
|
|
COLUMBIA FLOATING RATE ADVANTAGE FUND |
|
|
|
By: Highland Capital Management, L.P. as Collateral Manager |
|
|
|
|
|
|
|
By: |
/s/ Xxxx Xxxxxxx |
|
|
Name: Xxxx Xxxxxxx |
|
|
|
Title: Senior Portfolio Manager |
|
|
|
|
|
|
|
|
|
|
|
AIM FLOATING RATE FUND |
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|
|
By: INVESCO Senior Secured Management, Inc. as Sub-Adviser |
|
|
|
|
|
|
|
By: |
/s/ Xxxxxx Xxxxxxx |
|
|
Name: Xxxxxx Xxxxxxx |
|
|
|
Title: Authorized Signatory |
|
|
|
|
|
|
|
|
|
|
|
AVALON CAPITAL LTD. 2 |
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|
|
By: INVESCO Senior Secured Management, Inc. as Portfolio Advisor |
|
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|
|
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|
|
By: |
/s/ Xxxxxx Xxxxxxx |
|
|
Name: Xxxxxx Xxxxxxx |
|
|
|
Title: Authorized Signatory |
|
|
|
|
|
|
|
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|
|
CHAMPLAIN CLO, LTD. |
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|
|
By: INVESCO Senior Secured Management, Inc. as Collateral Adviser |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: Xxxxxx Xxxxxxx |
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Title: Authorized Signatory |
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35
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CHARTER VIEW PORTFOLIO |
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By: INVESCO Senior Secured Management, Inc. as Investment Advisor |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: Xxxxxx Xxxxxxx |
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Title: Authorized Signatory |
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DIVERSIFIED CREDIT PORTFOLIO LTD. |
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By: INVESCO Senior Secured Management, Inc. as Investment Advisor |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: Xxxxxx Xxxxxxx |
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Title: Authorized Signatory |
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SEQUILS-LIBERTY, LTD. |
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By: INVESCO Senior Secured Management, Inc. as Collateral Manager |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: Xxxxxx Xxxxxxx |
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Title: Authorized Signatory |
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SAGAMORE CLO LTD. |
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By: INVESCO Senior Secured Management, Inc. as Collateral Manager |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: Xxxxxx Xxxxxxx |
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Title: Authorized Signatory |
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36
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SARATAOGA CLO I, LIMITED. |
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By: INVESCO Senior Secured Management, Inc. as Asset Manager |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: Xxxxxx Xxxxxxx |
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Title: Authorized Signatory |
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CONTINENTAL CASUALTY COMPANY |
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By: |
/s/ Xxxxxxx X. XxXxxx |
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Name: Xxxxxxx X. XxXxxx |
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Title: Vice President and Assistant Treasurer |
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MADISON AVENUE CDO III LTD. |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Name: Xxxxx X. Xxxxxxx |
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Title: Director |
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METLIFE BANK, N.A. |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Name: Xxxxx X. Xxxxxxx |
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Title: Director |
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37
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METROPOLITAN LIFE INSURANCE COMPANY |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Name: Xxxxx X. Xxxxxxx |
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Title: Director |
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XXXXXX XXXXXXX PRIME INCOME TRUST |
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By: |
/s/ Xxxxxxxxx Xxxxxxx |
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Name: Xxxxxxxxx Xxxxxxx |
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Title: Authorized Signatory |
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XXXXXX XXXXXXX SENIOR FUNDING, INC. |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Vice President |
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MOUNTAIN CAPITAL III LTD. |
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By: |
/s/ MOUNTAIN CAPITAL III LTD. |
38
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NATEXIS BANQUES POPULAIRES |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: Xxxxx Xxxxxxx |
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Title: Vice President |
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By: |
/s/ Xxxxxxx X. Xxxxxxxx |
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Name: Xxxxxxx X. Xxxxxxxx |
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Title: Assistant Vice President |
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NATIONWIDE LIFE INSURANCE COMPANY |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Name: Xxxxxx X. Xxxxxxx |
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Title: Associate Vice President |
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NATIONWIDE MUTUAL INSURANCE COMPANY |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Name: Xxxxxx X. Xxxxxxx |
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Title: Associate Vice President |
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39
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MAINSTAY FLOATING RATE FUND, a series of Eclipse Funds Inc. |
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By: New York Life Investment Management LLC |
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By: |
/s/ X. X. Xxxx |
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Name: X. X. Xxxx |
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Title: Director |
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CLYDESDALE CLO 2001-1, LTD. |
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Nomura Corporate Research and Asset Management Inc. as Collateral Manager |
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By: |
/s/ Xxxxxxxxx XxxXxxx |
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Name: Xxxxxxxxx XxxXxxx |
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Title: Director |
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CLYDESDALE CLO 2003, LTD. |
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Nomura Corporate Research and Asset Management Inc. as Agent |
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By: |
/s/ Xxxxxxxxx XxxXxxx |
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Name: Xxxxxxxxx XxxXxxx |
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Title: Director |
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CLYDESDALE CLO 2004, LTD. |
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Nomura Corporate Research and Asset Management Inc. |
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By: |
/s/ Xxxxxxxxx XxxXxxx |
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Name: Xxxxxxxxx XxxXxxx |
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Title: Director |
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40
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NUVEEN TAX-ADVANTAGED TOTAL RETURN STRATEGY FUND, as a Lender |
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By: Symphony Asset Management LLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Portfolio Manager |
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OPPENHEIMER SENIOR FLOATING RATE FUND |
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By: |
/s/ Xxxx Xxxxxxx |
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Name: Xxxx Xxxxxxx |
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Title: Manager |
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ING PRIME RATE TRUST |
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By: ING Investment Management, Co., as its investment manager |
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By: |
/s/ Xxxxxxx X. XxXxxxx, CFA |
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Name: Xxxxxxx X. XxXxxxx, CFA |
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Title: Vice President |
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ING SENIOR INCOME FUND |
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By: ING Investment Management, Co., as its investment manager |
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By: |
/s/ Xxxxxxx X. XxXxxxx, CFA |
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Name: Xxxxxxx X. XxXxxxx, CFA |
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Title: Vice President |
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41
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ADDISON CDO, LIMITED |
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By: Pacific Investment Management Company LLC, as its Investment Advisor |
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By: |
/s/ Xxxxx X. Xxxxxxxxxx |
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Name: Xxxxx X. Xxxxxxxxxx |
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Title: Managing Director |
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JISSEKIKUN FUNDING, LTD. |
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By: Pacific Investment Management Company LLC, as its Investment Advisor |
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By: |
/s/ Xxxxx X. Xxxxxxxxxx |
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Name: Xxxxx X. Xxxxxxxxxx |
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Title: Managing Director |
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LOAN FUNDING III LLC |
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By: Pacific Investment Management Company LLC, as its Investment Advisor |
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By: |
/s/ Xxxxx X. Xxxxxxxxxx |
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Name: Xxxxx X. Xxxxxxxxxx |
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Title: Managing Director |
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SEQUILS-MAGNUM, LTD. |
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By: Pacific Investment Management Company LLC, as its Investment Advisor |
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By: |
/s/ Xxxxx X. Xxxxxxxxxx |
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Name: Xxxxx X. Xxxxxxxxxx |
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Title: Managing Director |
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42
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||
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By: Pacific Investment Management Company LLC, as its Investment Advisor |
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By: |
/s/ Xxxxx X. Xxxxxxxxxx |
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Name: Xxxxx X. Xxxxxxxxxx |
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Title: Managing Director |
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WRIGLEY CDO, LTD.. |
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By: Pacific Investment Management Company LLC, as its Investment Advisor |
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By: |
/s/ Xxxxx X. Xxxxxxxxxx |
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Name: Xxxxx X. Xxxxxxxxxx |
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Title: Managing Director |
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LAGUNA FUNDING LLC |
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By: |
/s/ Xxxxxxxx X. Xxxxxxx |
|
|
Name: Xxxxxxxx X. Xxxxxxx |
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|
Title: Assistant Vice President |
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|
SEMINOLE FUNDING LLC |
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By: |
/s/ Xxxxxxxx X. Xxxxxxx |
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Name: Xxxxxxxx X. Xxxxxxx |
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|
Title: Assistant Vice President |
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43
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|
LOAN FUNDING V, LLC |
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|
By: Prudential Investment Management, Inc., as Portfolio Manager |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
|
|
Name: Xxxxxx X. Xxxxxxx |
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|
|
Title: Principal |
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|
BOSTON HARBOR CLO 2004-1 LTD. |
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By: |
/s/ Xxxx Xxxxx |
|
|
Name: Xxxx Xxxxx |
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|
|
Title: Vice President |
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|
VERAVAS CDO I. LTD. |
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By: |
/s/ Xxxx Xxxxxxxx Xxxxxxx |
|
|
Name: Xxxx Xxxxxxxx Xxxxxxx |
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|
|
Title: Executive Director |
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|
XXXXXXXX CDO, LTD. |
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|
By: Xxxxxxxxx Capital Partners LLC, as its Collateral Manager |
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By: |
/s/ Xxxxxxxxxxx X. Xxxxxx |
|
|
Name: Xxxxxxxxxxx X. Xxxxxx |
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|
Title: Managing Partner |
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44
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XXXXXXXXX ARBITRAGE CDO, LTD. |
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By: Xxxxxxxxx Capital Partners LLC, as its Collateral Manager |
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By: |
/s/ Xxxxxxxxxxx X. Xxxxxx |
|
|
Name: Xxxxxxxxxxx X. Xxxxxx |
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|
|
Title: Managing Partner |
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|
XXXXXXXXX CARRERA CLO, LTD. |
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|
By: Xxxxxxxxx Capital Partners LLC, as its Asset Manager |
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By: |
/s/ Xxxxxxxxxxx X. Xxxxxx |
|
|
Name: Xxxxxxxxxxx X. Xxxxxx |
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|
|
Title: Managing Partner |
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|
XXXXXXXXX QUATTRO CLO, LTD. |
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|
By: Xxxxxxxxx Capital Partners LLC, as its Collateral Manager |
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By: |
/s/ Xxxxxxxxxxx X. Xxxxxx |
|
|
Name: Xxxxxxxxxxx X. Xxxxxx |
|
|
|
Title: Managing Partner |
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|
|
SUNAMERICA SENIOR FLOATING RATE FUND INC.. |
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|
|
By: Xxxxxxxxx Capital Partners LLC, as subadvisor |
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By: |
/s/ Xxxxxxxxxxx X. Xxxxxx |
|
|
Name: Xxxxxxxxxxx X. Xxxxxx |
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|
|
Title: Managing Partner |
|
45
|
|
AURUM CLO 2002-1 LTD. |
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|
|
By: |
/s/ Xxxxxx X. Xxxxxxxx |
|
|
Name: Xxxxxx X. Xxxxxxxx |
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|
|
Title: Vice President |
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|
|
SRF 2000, INC. |
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|
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By: |
/s/ Xxxxxxxx X. Xxxxxxx |
|
|
Name: Xxxxxxxx X. Xxxxxxx |
|
|
|
Title: Assistant Vice President |
|
|
|
STRONG SHORT-TERM HIGH YIELD OLD FUND |
|
|
|
|
|
|
|
By: |
/s/ Xxxxxxx X. Xxxxxxxxx, III |
|
|
Name: Xxxxxxx X. Xxxxxxxxx, III |
|
|
|
Title: Assistant Secretary |
|
46
|
|
THE SUMITOMO TRUST & BANKING CO., LTD. |
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|
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|
|
By: |
/s/ Xxxxxxxxx X. Xxxxx |
|
|
Name: Xxxxxxxxx X. Xxxxx |
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|
|
Title: Vice President |
|
|
|
GALAXY CLO 2003-1, LTD. |
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|
|
By: AIG Global Investment Corp. as Investment Advisor |
|
|
|
|
|
|
|
By: |
/s/ Xxxxxx X. Oh |
|
|
Name: Xxxxxx X. Oh |
|
|
|
Title: Managing Director |
|
|
|
GALAXY III CLO, LTD. |
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|
|
By: AIG Global Investment Corp. as Investment Advisor |
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|
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|
|
By: |
/s/ Xxxxxx X. Oh |
|
|
Name: Xxxxxx X. Oh |
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|
|
Title: Managing Director |
|
|
|
KZH SOLEIL LLC |
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|
|
|
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|
|
By: |
/s/ Xxxxxx Xxxxxxx |
|
|
Name: Xxxxxx Xxxxxxx |
|
|
|
Title: Authorized Agent |
|
47
|
|
KZH SOLEIL-2 LLC |
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|
|
|
|
|
|
By: |
/s/ Xxxxxx Xxxxxxx |
|
|
Name: Xxxxxx Xxxxxxx |
|
|
|
Title: Authorized Agent |
|
|
|
SUNAMERICA LIFE INSURANCE COMPANY |
|
|
|
By: AIG Global Investment Corp. as Investment Advisor |
|
|
|
|
|
|
|
By: |
/s/ Xxxxxx X. Oh |
|
|
Name: Xxxxxx X. Oh |
|
|
|
Title: Managing Director |
|
|
|
NUVEEN FLOATING RATE INCOME FUND, as a Lender |
|
|
|
By: Symphony Asset Management LLC |
|
|
|
|
|
|
|
By: |
/s/ Xxxxx Xxxxx |
|
|
Name: Xxxxx Xxxxx |
|
|
|
Title: Portfolio Manager |
|
|
|
CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC. |
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|
|
By: Travelers Asset Management International Company LLC |
|
|
|
|
|
|
|
By: |
/s/ Xxxx X’Xxxxxxx |
|
|
Name: Xxxx X’Xxxxxxx |
|
|
|
Title: Vice President |
|
48
|
|
APEX (Trimaran) CDO I, LTD. |
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|
|
By: Trimaran Advisors L.L.C. |
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|
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|
|
By: |
/s/ Xxxxx X. Xxxxxxxx |
|
|
Name: Xxxxx X. Xxxxxxxx |
|
|
|
Title: Managing Director |
|
|
|
CELERITY CLO LIMITED |
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|
|
By: TCW Advisors, Inc., as Agent |
|
|
|
|
|
|
|
By: |
/s/ G. Xxxxxx Xxxxx |
|
|
Name: G. Xxxxxx Xxxxx |
|
|
|
Title: Senior Vice President |
|
|
|
By: |
/s/ Xxxxxxxx X. Xxxxxx |
|
|
Name: Xxxxxxxx X. Xxxxxx |
|
|
|
Title: Managing Director |
|
|
|
KZH CRESCENT-2 LLC |
|
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|
|
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|
|
By: |
/s/ Xxxxxx Xxxxxxx |
|
|
Name: Xxxxxx Xxxxxxx |
|
|
|
Title: Authorized Agent |
|
|
|
KZH CRESCENT-3 LLC |
|
|
|
|
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|
|
By: |
/s/ Xxxxxx Xxxxxxx |
|
|
Name: Xxxxxx Xxxxxxx |
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|
|
Title: Authorized Agent |
|
49
|
|
LOAN FUNDING I LLC, a wholly owned subsidiary of Citibank, N.A. |
|
|
|
By: TCW Advisors, Inc., as portfolio manager of Loan Funding I LLC |
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|
|
|
|
|
By: |
/s/ G. Xxxxxx Xxxxx |
|
|
Name: G. Xxxxxx Xxxxx |
|
|
|
Title: Senior Vice President |
|
|
|
By: |
/s/ Xxxxxxxx X. Xxxxxx |
|
|
Name: Xxxxxxxx X. Xxxxxx |
|
|
|
Title: Managing Director |
|
|
|
TCW SELECT LOAN FUND, LIMITED |
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|
|
By: TCW Advisors, Inc., as its Collateral Manager |
|
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|
|
|
|
|
By: |
/s/ G. Xxxxxx Xxxxx |
|
|
Name: G. Xxxxxx Xxxxx |
|
|
|
Title: Senior Vice President |
|
|
|
By: |
/s/ Xxxxxxxx X. Xxxxxx |
|
|
Name: Xxxxxxxx X. Xxxxxx |
|
|
|
Title: Managing Director |
|
|
|
FIRST 2004-I CLO, LTD. |
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|
|
By: TCW Advisors, Inc., its Collateral Manager |
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|
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|
|
By: |
/s/ Xxxxxxxx X. Xxxxxx |
|
|
Name: Xxxxxxxx X. Xxxxxx |
|
|
|
Title: Managing Director |
|
|
|
By: |
/s/ G. Xxxxxx Xxxxx |
|
|
Name: G. Xxxxxx Xxxxx |
|
|
|
Title: Senior Vice President |
|
50
|
|
VELOCITY CLO, LTD. |
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|
|
By: TCW Advisors, Inc., its Collateral Manager |
|
|
|
|
|
|
|
By: |
/s/ Xxxxxxx X. Xxxxx |
|
|
Name: Xxxxxxx X. Xxxxx |
|
|
|
Title: Senior Vice President |
|
|
|
By: |
/s/ Xxxxxxxx X. Xxxxxx |
|
|
Name: Xxxxxxxx X. Xxxxxx |
|
|
|
Title: Managing Director |
|
|
|
SPIRET IV LOAN TRUST 2003-B |
|
|
|
By: Wilmington Trust Company not in its individual |
|
|
|
|
|
|
|
By: |
/s/ Xxxxxx X. Xxxxxxx |
|
|
Name: Xxxxxx X. Xxxxxxx |
|
|
|
Title: Financial Services Officer |
|
|
|
XXX XXXXXX |
|
|
|
SENIOR INCOME TRUST |
|
|
|
By: Xxx Xxxxxx Investment Advisory Corp. |
|
|
|
|
|
|
|
By: |
/s/ Xxxxxx Tiffen |
|
|
Name: Xxxxxx Tiffen |
|
|
|
Title: Managing Director |
|
51
|
|
XXX XXXXXX SENIOR LOAN FUND |
|
|
|
By: Xxx Xxxxxx Investment Advisory Corp. |
|
|
|
|
|
|
|
By: |
/s/ Xxxxxx Tiffen |
|
|
Name: Xxxxxx Tiffen |
|
|
|
Title: Managing Director |
|
|
|
WESTLB AG, NEW YORK BRANCH |
|
|
|
|
|
|
|
By: |
/s/ Xxxxxxxxx Xxxxxxxxxx |
|
|
Name: Xxxxxxxxx Xxxxxxxxxx |
|
|
|
Title: Managing Director |
|
|
|
By: |
/s/ Xxxxxx X. Xxxxx III |
|
|
Name: Xxxxxx X. Xxxxx III |
|
|
|
Title: Director |
|
52
ACKNOWLEDGEMENT AND CONSENT
Each of the undersigned Subsidiary Guarantors hereby acknowledges and consents to the foregoing First Amendment.
|
|
DARAMIC, LLC |
|
|
|
|
|
|
|
By: |
/s/ Xxxx Xxxx |
|
|
Name: Xxxx Xxxx |
|
|
|
Title: Chief Financial Officer, Treasurer and |
|
|
|
DARAMIC INTERNATIONAL, INC. |
|
|
|
|
|
|
|
By: |
/s/ Xxxx Xxxx |
|
|
Name: Xxxx Xxxx |
|
|
|
Title: Chief Financial Officer, Treasurer and |
|
|
|
CELGARD, LLC |
|
|
|
|
|
|
|
By: |
/s/ Xxxx Xxxx |
|
|
Name: Xxxx Xxxx |
|
|
|
Title: Chief Financial Officer, Treasurer and |
|
|
|
DARAMIC ASIA, INC. |
|
|
|
|
|
|
|
By: |
/s/ Xxxx Xxxx |
|
|
Name: Xxxx Xxxx |
|
|
|
Title: Chief Financial Officer, Treasurer and |
|
53
