AMENDMENT NO. 2 TO CREDIT AGREEMENT
EXHIBIT
10.1
AMENDMENT
NO. 2 TO CREDIT AGREEMENT
This Amendment No.
2 to Credit Agreement, dated as of October 9, 2009, (this "Amendment"),
is entered into by HELIX
ENERGY SOLUTIONS GROUP, INC., a Minnesota corporation (the "Borrower"),
the lenders party to the Credit Agreement described below, and BANK
OF AMERICA, N.A., as Administrative Agent (in such capacity, the "Administrative
Agent"), Swing Line Lender and L/C Issuer.
INTRODUCTION
Reference is made
to the Credit Agreement dated as of July 3, 2006 (as modified from time to time,
the "Credit
Agreement"), among the Borrower, the lenders from time to time party
thereto (collectively, the "Lenders"
and individually, a "Lender"),
and the Administrative Agent.
The Borrower has
requested, and the Lenders and the Administrative Agent have agreed, on the
terms and conditions set forth herein, to make certain amendments to the Credit
Agreement.
In addition, the
Borrower has requested, and certain of the Revolving Credit Lenders have agreed,
to extend the expiration of all or a portion of their Revolving Credit
Commitments.
THEREFORE,
in connection with the foregoing and for other good and valuable consideration,
the Borrower, the Lenders, and the Administrative Agent hereby agree as
follows:
Section
1. Definitions;
References. Unless otherwise defined in this Amendment, each
term used in this Amendment that is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement.
Section
2. Amendment
of Credit Agreement- General.
(a) Section
1.01 of the Credit Agreement is hereby amended by inserting the following
definitions in appropriate alphabetical order:
"Caesar"
means the Vanuatu-flagged vessel named "Caesar" with official number
1667.
"Second
Amendment" means Amendment No. 2 to the Credit Agreement dated as of
October 9, 2009 among the Borrower, the Lenders party thereto, the
Administrative Agent, the Swing Line Lender and the L/C Issuer.
"Second
Amendment Effective Date" means October 9, 2009.
(b) Section
1.01 of the Credit Agreement is hereby amended by replacing the
definition of "Defaulting
Lender" in its entirety with the following:
"Defaulting
Lender" means any Lender that (a) has failed to fund any portion of the
Loans, participations in L/C Obligations or participations in Swing Line Loans
required to be funded by it hereunder within one Business Day of the date
required to be funded by it hereunder, (b) the Administrative Agent or Issuing
Bank believes in good faith has defaulted in fulfilling its obligations under
other syndicated credit facilities generally and fails, within ten Business Days
after written request by the Administrative Agent, to confirm unconditionally in
writing that it will comply with the terms of this Agreement relating to its
obligations to fund prospective Loans (or participations in respect of Letters
of Credit or Swing Line Loans), (c) has otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by
it hereunder within one Business Day of the date when due, unless the subject of
a good faith dispute, or (d) has, or any Controlling entity of which has, been
deemed insolvent or become the subject of a bankruptcy, insolvency,
receivership, or similar proceeding; provided that a Lender shall not be a
Defaulting Lender solely by virtue of the ownership or acquisition of any equity
interest in such Lender or direct or indirect parent company thereof by a
Governmental Authority..
(c) Section
1.01 of the Credit Agreement is hereby amended by replacing the
definition of "Security
Documents" in its entirety with the following:
"Security
Documents" means the Security Agreement, the Mortgages, the Foreign
Pledge Agreements, the Consent and Agreements, and each of the other agreements,
instruments or documents that creates or purports to create a Lien in favor of
the Administrative Agent for the benefit of the Secured Parties, and shall
expressly include any arrangements entered into by an L/C Issuer with the
Borrower pursuant to Section
2.03(a)(iii)(F).
(d) Section
2.06(b)(ii) of the Credit Agreement is hereby amended by replacing the
introductory clause of such Section in its entirety with the
following:
(ii) subject
to Section
2.06(e), the Borrower shall prepay the Loans by an amount equal to the
amount of such Net Cash Proceeds, as set forth in Section
2.06(d); provided,
however that at the election of the Borrower, and so long as no Default shall
have occurred and be continuing, the Borrower, the applicable Subsidiary or any
Loan Party (or any combination of the foregoing) may reinvest all or any portion
of such Net Cash Proceeds (other than the Net Cash Proceeds of any Asset
Disposition or series of Asset Dispositions pursuant to Section
7.05(q), which shall be subject to the minimum prepayment requirements
specified in Section
2.06(d)) if such reinvestment complies with the following
requirements:
(e) Section
2.06(d) of the Credit Agreement is hereby amended by replacing such
Section in its entirety with the following:
(d) Each
prepayment of Loans pursuant to the foregoing provisions of Section 2.06
shall, except as provided in the succeeding sentence, be applied, first,
to the prepayment of the Term Loans on a pro rata basis and second
to the prepayment of the Revolving Credit Loans as provided in Section 2.06(f)
below. Each prepayment of Loans with Net Cash Proceeds received
pursuant to Section
7.05(q) from a Disposition of Oil and Gas Properties or the Caesar shall
be applied as follows: (i) 60% of such Net Cash Proceeds shall be applied,
first, to the prepayment of the Term Loans on a pro rata basis and second to the
prepayment of the Revolving Credit Loans as provided in Section
2.06(f) below, and then (ii) the remaining 40% of such Net Cash Proceeds
shall be applied in accordance with Section
2.06(b). Any prepayment of a Loan pursuant to this Section 2.06
shall be accompanied by all accrued interest thereon, together with any
additional amounts required pursuant to Section 3.05. The
amount of each prepayment of the Term Loans pursuant to this Section
2.06 shall be applied ratably to the then remaining installments of the
Term Loans.
(f) Section
7.02(g) of the Credit Agreement is hereby amended by replacing such
Section in its entirety with the following:
(g) Investments
in joint ventures, if each of the following conditions is satisfied:
(i) immediately before and after giving effect to such Investment, no
Default shall have occurred and be continuing, (ii) the aggregate amount of each
such Investment shall not exceed $150,000,000, and (iii) the aggregate amount of
all such Investments, net of the aggregate amount of consideration received from
the Dispositions of all Investments theretofore made pursuant to this Section 7.02(g),
shall not exceed $250,000,000 on a cumulative basis since the Closing Date;
provided,
however, that in calculating the foregoing limitations, any contribution of the
Caesar to a joint venture shall not be included;
(g) Section
7.02 of the Credit Agreement is hereby further amended by replacing the
last sentence of such Section in its entirety with the following:
Notwithstanding
anything in this Section
7.02 or elsewhere in this Agreement to the contrary, in no event shall
aggregate Investments in all Subsidiaries that are neither Loan Parties nor
Foreign Subsidiaries whose Equity Interests are pledged pursuant to a Foreign
Pledge Agreement, including Investments as a results of Acquisitions, exceed
$150,000,000.
(h) Section
7.05(c) of the Credit Agreement is hereby amended by replacing the phrase
"provided
that if the transferor of such property is a Guarantor" in its entirety with the
following:
provided
that if the transferor of such property is the Borrower or a
Guarantor
(i) Section
7.05(l) of the Credit Agreement is hereby amended by replacing such
Section in its entirety with the following:
(l) Dispositions
of assets, except for Collateral (other than the Caesar), constituting non-cash
contributions to a joint venture to the extent such Investment is permitted
pursuant to Section
7.02(g) or consists of the Caesar (for the purpose of determining
compliance with the limitations of such Section, the assets shall be valued at
the value attributed thereto in the applicable joint venture agreement or, if
greater, fair market value);
(j) Section
7.05(p) of the Credit Agreement is hereby amended by replacing such
Section in its entirety with the following:
Dispositions of
vessels, remotely operated vehicles and trenchers, and joint ventures interests
by the Borrower and its Subsidiaries not otherwise permitted under this Section
7.05;
provided that (i) no Person may Dispose of Equity Interests of
Subsidiaries pursuant to this clause (p), (ii) at the time of such Disposition,
no Default shall exist or would result from such Disposition, (iii) no less than
80% of the consideration received for any such asset shall be in the form of
cash (which, solely for purposes of this clause (p), shall be deemed to include
any liabilities, as shown on the Borrower's most recent consolidated balance
sheet, of the Borrower or any Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the Loans or any Guaranty
thereof) that are assumed by the transferee of any such assets pursuant to a
customary novation agreement that releases the Borrower or such Subsidiary from
further liability), and (iv) the fair market value of all property Disposed of
in reliance on this clause (p) in any fiscal year shall not exceed the following
respective amounts for the following types of property: (A)
$50,000,000 in the case of vessels (exclusive of, following the New Dive IPO,
vessels owned by New Dive or any of its Subsidiaries), (B) $10,000,000 in the
case of remotely operated vehicles and trenchers (exclusive of, following the
New Dive IPO, remotely operated vehicles and trenchers of New Dive or any of its
Subsidiaries), and (C) $250,000,000, calculated based on the Borrower's or
applicable Subsidiary's investment basis in the interests Disposed of, in the
case of joint venture interests (exclusive of (y) joint venture interests in any
Person of which the Borrower owns (directly or indirectly, prior to such
Disposition) 20% or less of the outstanding Equity Interests and (z) following
the New Dive IPO, joint venture interests of New Dive or any of its
Subsidiaries).
(k) Section
7.05 of the Credit Agreement is hereby further amended by inserting the
following clause (q) in appropriate alphabetical order:
(q) Dispositions
of Oil and Gas Properties and the Caesar not otherwise permitted under this
Section
7.05; provided,
that (i) at the time of such Disposition, no Default shall exist or would result
from such Disposition, (ii) except as otherwise specifically provided below, no
less than 80% of the consideration received for any such asset shall be in the
form of cash (which, solely for purposes of this clause (q), shall be deemed to
include any liabilities, as shown on the Borrower's most recent consolidated
balance sheet, of the Borrower or any Subsidiary (other than contingent
liabilities and liabilities that are by their terms subordinated to the Loans or
any Guaranty thereof) that are assumed by the transferee of any such assets
pursuant to a customary novation agreement that releases the Borrower or such
Subsidiary from further liability), and (iii) 100% of the Net Cash Proceeds of
any such Disposition shall be applied to the prepayment of the Loans in
accordance with Section
2.06(d). For the avoidance of doubt, in the case of Oil and
Gas Properties such 80% cash consideration requirement shall be determined based
on the value of the applicable property after giving effect to the
Decommissioning Liabilities properly attributable thereto. With
respect to farmouts of proved undeveloped Oil and Gas Properties pursuant to
this clause (q), the Borrower or applicable Subsidiary shall not be required to
obtain at least 80% of the total consideration therefor in the form of cash, and
may farmout such properties in exchange for the Borrower's or applicable
Subsidiary's portion of the development costs of the applicable
property;
provided,
however,
that any Disposition pursuant to clauses (a) through (g), (j)(ii), (k), (m),
(n), (p) and (q) shall be for fair market value.
For purposes of
determining compliance with this Section
7.05, the fair market value of any property Disposed of for consideration
not consisting entirely of cash shall be the sum of the cash portion of the
consideration, if any, and the fair market value of the non-cash portion of the
consideration, as reasonably determined by the Borrower in good
faith.
(l) Section
7.06(c) of the Credit Agreement is hereby amended by replacing such
Section in its entirety with the following:
(c) so
long as no Default shall have occurred and be continuing (i) the Borrower and
each Subsidiary may purchase, redeem or otherwise acquire Equity Interests
issued by it in exchange for, or with the proceeds received from the
substantially concurrent issue of, new shares of its common stock or other
common Equity Interests and (ii) upon prepayment by the Borrower of the Term
Loans by an amount equal to at least $100,000,000 since the Second Amendment
Effective Date, the Borrower may purchase, redeem or otherwise acquire Equity
Interests issued by it provided
that with respect to this clause (ii) the aggregate price paid for all such
purchased, redeemed, or otherwise acquired Equity Interests after the Second
Amendment Effective Date may not exceed, on a cumulative basis since the Second
Amendment Effective Date, (x) $25,000,000 if the aggregate amount of the Term
Loans prepaid since the Second Amendment Effective Date is equal to or greater
than $100,000,000 but less than $200,000,000, and (y) $50,000,000 if the
aggregate amount of the Term Loans prepaid since the Second Amendment Effective
Date is equal to or greater than $200,000,000;
Section
3. Amendment
of Credit Agreement- Extension.
(a) Section
1.01 of the Credit Agreement is hereby amended by inserting the following
definitions in appropriate alphabetical order:
"Consenting
Lender" means each Revolving Credit Lender that has executed the Second
Amendment by 4:00 p.m. (Central) on October 2, 2009.
"Extended
Availability Period" means, in respect of the portion of the Revolving
Credit Facility comprised of Extended Revolving Credit Commitments, the period
from and including the Closing Date to the earliest of (a) the Extended
Revolving Credit Maturity Date, (b) the date of termination of the
Revolving Credit Commitments pursuant to Section 2.07,
and (c) the date of termination of the commitment of each Revolving Credit
Lender to make Revolving Credit Loans and of the obligation of the L/C Issuers
to make L/C Credit Extensions pursuant to Section 8.02.
"Extended
Revolving Credit Commitment" means any Revolving Credit Commitment which
terminates on the Extended Revolving Credit Maturity Date (or earlier
termination of the Extended Availability Period).
"Extended
Revolving Credit Maturity Date" means November 30, 2012.
"Extending
Revolving Credit Lender" means, at any time, any Lender to the extent it
has an Extended Revolving Credit Commitment at such time. Schedule
2.01 to the Second Amendment sets forth the Extending Revolving Credit
Lenders as of the Second Amendment Effective Date, under the heading "Extending
Revolving Credit Lenders".
"Non-Extended
Revolving Credit Commitment" means any Revolving Credit Commitment which
terminates on the Revolving Credit Maturity Date (or earlier termination of the
Availability Period).
"Non-Extending
Revolving Credit Lender" means, at any time, any Lender to the extent it
has a Non-Extending Revolving Credit Commitment at such time. Schedule
2.01 to the Second Amendment sets forth the Non-Extending Revolving
Credit Lenders as of the Second Amendment Effective Date, under the heading
"Non-Extending Revolving Credit Lenders".
(b) Section
1.01 of the Credit Agreement is hereby amended by replacing the
definition of "Applicable
Margin" in its entirety with the following:
"Applicable
Margin" means, from time to time, the following percentages per annum,
based, in the case of Revolving Credit Loans and Letter of Credit Fees, upon the
Consolidated Leverage Ratio and status of the applicable Revolving Credit Lender
as an Extending Revolving Credit Lender or Non-Extending Revolving Credit
Lender, as set forth below:
|
Applicable
Margin – Non-Extending Revolving Credit Lenders
|
|||||
|
Pricing
Level
|
Consolidated
Leverage Ratio
|
Commitment
Fee
|
Eurodollar
Rate (Revolving Credit Loans) +
|
Letters
of Credit
|
Base
Rate (Revolving Credit Loans) +
|
|
1
|
Less than
0.75x
|
0.20%
|
1.00%
|
1.00%
|
0.00%
|
|
2
|
Greater than
or equal to 0.75x but less than 1.25x
|
0.25%
|
1.25%
|
1.25%
|
0.25%
|
|
3
|
Greater than
or equal to 1.25x but less than 1.75x
|
0.30%
|
1.50%
|
1.50%
|
0.50%
|
|
4
|
Greater than
or equal to 1.75x but less than 2.25x
|
0.375%
|
1.75%
|
1.75%
|
0.75%
|
|
5
|
Greater than
or equal to 2.25x but less than 2.75x
|
0.375%
|
2.00%
|
2.00%
|
1.00%
|
|
6
|
Greater than
or equal to 2.75x
|
0.50%
|
2.25%
|
2.25%
|
1.25%
|
|
Applicable
Margin – Extending Revolving Credit Lenders
|
|||||
|
Pricing
Level
|
Consolidated
Leverage Ratio
|
Commitment
Fee
|
Eurodollar
Rate (Revolving Credit Loans) +
|
Letters
of Credit
|
Base
Rate (Revolving Credit Loans) +
|
|
1
|
Less than
1.50x
|
0.50%
|
3.00%
|
3.00%
|
2.00%
|
|
2
|
Greater than
or equal to 1.50x but less than 2.00x
|
0.50%
|
3.25%
|
3.25%
|
2.25%
|
|
3
|
Greater than
or equal to 2.00x but less than 2.50x
|
0.50%
|
3.50%
|
3.50%
|
2.50%
|
|
4
|
Greater than
or equal to 2.50x but less than 3.00x
|
0.50%
|
3.75%
|
3.75%
|
2.75%
|
|
5
|
Greater than
or equal to 3.00x
|
0.50%
|
4.00%
|
4.00%
|
3.00%
|
For the avoidance
of doubt, to the extent a Revolving Credit Lender has both an Extended Revolving
Credit Commitment and a Non-Extended Revolving Credit Commitment, the foregoing
Applicable Margins shall apply ratably to the Obligations owing to such Lender
in proportion to the percentage of the Extended Revolving Credit Commitment and
Non-Extended Revolving Credit Commitment, respectively, comprising such Lender's
Revolving Credit Commitment.
Initially, the
Applicable Margin for Revolving Credit Loans and Letter of Credit Fees shall be
determined based upon the Consolidated Leverage Ratio specified in the
certificate delivered pursuant to Section 4.01(a)(ix). Thereafter,
any increase or decrease in the Applicable Margin for Revolving Credit Loans and
Letter of Credit Fees resulting from a change in the Consolidated Leverage Ratio
shall become effective as of the first Business Day immediately following the
date a Compliance Certificate indicating such change is delivered pursuant to
Section
6.02(a); provided,
however,
that if a Compliance Certificate is not delivered when due in accordance with
such Section, then Pricing Xxxxx 0, in the case of Non-Extending Revolving
Credit Lenders, and Pricing Level 5 in the case of Extending Revolving Credit
Lenders, shall apply as of the first Business Day after the date on which such
Compliance Certificate was required to have been delivered until such Compliance
Certificate is delivered to the Administrative Agent.
(c) Section
1.01 of the Credit Agreement is hereby amended by replacing the
definition of "Applicable
Percentage" in its entirety with the following:
"Applicable
Percentage" means (a) in respect of the Term Facility, with respect to
any Term Lender at any time, the percentage (carried out to the ninth decimal
place) of the Term Facility represented by (i) on or prior to the Closing Date,
such Term Lender's Term Commitment at such time and (ii) thereafter, the
principal amount of such Term Lender's Term Loans at such time and (b) in
respect of the Revolving Credit Facility, with respect to any Revolving Credit
Lender at any time, the percentage (carried out to the ninth decimal place) of
the Revolving Credit Facility represented by such Revolving Credit Lender's
Revolving Credit Commitment at such time. If the commitment of each
Revolving Credit Lender to make Revolving Credit Loans and the obligation of the
L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section
8.02, or if the Revolving Credit Commitments have expired, then the
Applicable Percentage of each Revolving Credit Lender in respect of the
Revolving Credit Facility shall be determined based on the Applicable Percentage
of such Revolving Credit Lender in respect of the Revolving Credit Facility most
recently in effect, giving effect to any subsequent assignments; provided,
that after the Revolving Credit Commitment of any Non-Extending Revolving Credit
Lender shall have expired or terminated (other than pursuant to Section
8.02 hereof) and all Obligations owed to such Non-Extending Revolving
Credit Lender have been paid in full, or shall have been reduced in accordance
with Section
2.07 (i) the Applicable Percentage of such Non-Extending Revolving Credit
Lender for purposes of Section
10.04(c) hereof shall be its Applicable Percentage immediately prior to
such date, and (ii) the Applicable Percentages of the Extending Revolving Credit
Lenders (and any unfunded risk participations based thereon) shall automatically
be appropriately adjusted for all other purposes to reflect the termination or
reduction, as applicable of the Revolving Credit Commitments of the
Non-Extending Revolving Credit Lenders. The Applicable Percentage of
each Lender in respect of each Facility as of the Second Amendment Effective
Date is set forth opposite the name of such Lender on Schedule
2.01 or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable.
(d) Section
1.01 of the Credit Agreement is hereby amended by replacing the
definition of "Availability
Period" in its entirety with the following:
"Availability
Period" means, in respect of the portion of the Revolving Credit Facility
comprised of Non-Extended Revolving Credit Commitments, the period from and
including the Closing Date to the earliest of (a) the Revolving Credit
Maturity Date, (b) the date of termination of the Revolving Credit
Commitments pursuant to Section 2.07,
and (c) the date of termination of the commitment of each Revolving Credit
Lender to make Revolving Credit Loans and of the obligation of the L/C Issuers
to make L/C Credit Extensions pursuant to Section 8.02.
(e) Section
1.01 of the Credit Agreement is hereby amended by replacing the
definition of "Interest
Payment Date" in its entirety with the following:
"Interest
Payment Date" means, (a) as to any Loan other than a Base Rate Loan,
the last day of each Interest Period applicable to such Loan and the Revolving
Credit Maturity Date, Extended Revolving Credit Maturity Date, or Term Loan
Maturity Date, as applicable; provided,
however,
that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the
respective dates that fall every three months after the beginning of such
Interest Period shall also be Interest Payment Dates; and (b) as to any
Base Rate Loan (including a Swing Line Loan), the last Business Day of each
March, June, September and December and the Revolving Credit Maturity Date,
Extended Revolving Credit Maturity Date, or Term Loan Maturity Date, as
applicable.
(f) Section
1.01 of the Credit Agreement is hereby amended by replacing clause (iii)
of the definition of "Interest
Period" in its entirety with the following:
(iii) no
Interest Period applicable to a Revolving Credit Loan shall extend beyond,
initially, the Revolving Credit Maturity Date, and thereafter, the Extended
Revolving Credit Maturity Date, as applicable; and
(g) Section
1.01 of the Credit Agreement is hereby amended by replacing the
definition of "Letter
of Credit Expiration Date" in its entirety with the
following:
"Letter
of Credit Expiration Date" means the day that is seven days prior to the
Extended Revolving Credit Maturity Date then in effect (or, if such day is not a
Business Day, the next preceding Business Day).
(h) Section
1.01 of the Credit Agreement is hereby amended by replacing the
definition of "Letter
of Credit Sublimit" in its entirety with the following:
"Letter
of Credit Sublimit" means an amount equal to the Revolving Credit
Facility and shall be automatically reduced upon (and in an amount equal to) the
reduction of the Revolving Credit Facility on the Revolving Credit Maturity
Date. The Letter of Credit Sublimit is part of, and not in addition
to, the Revolving Credit Facility.
(i) Section
2.01(a) of the Credit Agreement is hereby amended by replacing the
Section in its entirety with the following:
(a) The
Revolving Credit Borrowings. Subject to the terms and
conditions set forth herein, each Revolving Credit Lender severally agrees to
make loans (each such loan, a "Revolving
Credit Loan") to the Borrower from time to time, on any Business Day
during the Availability Period, in the case of each Non-Extending Revolving
Credit Lender, or Extended Availability Period, in the case of each Extending
Revolving Credit Lender, in an aggregate amount not to exceed at any time
outstanding the amount of such Revolving Credit Lender's Commitment; provided,
however, that after giving effect to any Revolving Credit Borrowing,
(i) the Total Revolving Credit Outstandings shall not exceed the Revolving
Credit Facility, and (ii) the aggregate Outstanding Amount of the Revolving
Credit Loans of any Lender, plus such Revolving Credit Lender's Applicable
Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations,
plus such Revolving Credit Lender's Applicable Revolving Credit Percentage of
the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving
Credit Lender's Revolving Credit Commitment. Within the limits of
each Lender's Revolving Credit Commitment, and subject to the other terms and
conditions hereof, the Borrower may borrow under this Section 2.01,
prepay under Sections
2.05 and 2.06,
and reborrow under this Section 2.01(a). Revolving
Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further
provided herein.
(j) Section
2.03(a)(ii) of the Credit Agreement is hereby amended by replacing clause
(A) of such Section in its entirety with the following:
(A) the
expiry date of such requested Letter of Credit would occur after the Revolving
Credit Maturity Date, and the amount of such requested Letter of Credit,
together with the amounts of all other outstanding Letters of Credit with expiry
dates occurring after the Revolving Credit Maturity Date, would exceed the
Extended Revolving Credit Commitments.
(k) Section
2.03(i) of the Credit Agreement is hereby amended by replacing the third
sentence of such Section in its entirety with the following:
Letter of Credit
Fees shall be (i) due and payable on the first Business Day after the end of
each March, June, September and December, commencing with the first such date to
occur after the issuance of such Letter of Credit, on the Revolving Credit
Maturity Date, on the Letter of Credit Expiration Date and thereafter on demand
and (ii) computed on a quarterly basis in arrears.
(l) Section
2.04(a) of the Credit Agreement is hereby amended by replacing the first
sentence of such Section in its entirety with the following:
Subject to the
terms and conditions set forth herein, the Swing Line Lender may, in its sole
discretion, in reliance upon the agreements of the other Lenders set forth in
this Section 2.04,
to make loans (each such loan, a "Swing
Line Loan") to the Borrower from time to time on any Business Day during
the Extended Availability Period in an aggregate amount not to exceed at any
time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact
that such Swing Line Loans, when aggregated with the Applicable Revolving Credit
Percentage of the Outstanding Amount of Revolving Credit Loans and L/C
Obligations of the Lender acting as Swing Line Lender, may exceed the amount of
such Lender's Revolving Credit Commitment; provided,
however, that after giving effect to any Swing Line Loan, (i) the Total
Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at
such time, and (ii) the aggregate Outstanding Amount of the Revolving
Credit Loans of any Revolving Credit Lender at such time, plus
such Revolving Credit Lender's Applicable Revolving Credit Percentage of the
Outstanding Amount of all L/C Obligations at such time, plus
such Revolving Credit Lender's Applicable Revolving Credit Percentage of the
Outstanding Amount of all Swing Line Loans at such time shall not exceed such
Lender's Revolving Credit Commitment, and provided,
further, that the Borrower shall not use the proceeds of any Swing Line Loan to
refinance any outstanding Swing Line Loan.
(m) Section
2.06(a) of the Credit Agreement is hereby amended by replacing such
Section in its entirety with the following:
(a) If
at any time the Total Revolving Credit Outstandings exceed the Revolving Credit
Facility, including without limitation upon the occurrence of the Revolving
Credit Maturity Date, the Borrower shall immediately prepay Revolving Credit
Loans, Swing Line Loans or Cash Collateralize the L/C Obligations, or any
combination of the foregoing, in an aggregate amount equal to such excess; provided,
however, that the Borrower shall not be required to Cash Collateralize the L/C
Obligations pursuant to this Section 2.06(a)
unless after the prepayment in full of the Revolving Credit Loans and the Swing
Line Loans the Total Revolving Credit Outstandings exceed the Revolving Credit
Facility at such time. In addition, on the Revolving Credit Maturity
Date, the Borrower shall prepay any Revolving Credit Loans outstanding on such
date, together with all accrued interest thereon and any additional amounts
required by Section
3.05, to the extent necessary to keep outstanding Revolving Credit Loans
ratable with any revised Applicable Percentages of the respective Lenders
effective as of such date.
(n) Section
2.07(a) of the Credit Agreement is hereby amended by inserting the
following proviso at the end of the second to last sentence of such
Section:
; provided,
however, that any reduction of the Revolving Credit Commitments under this
Section within 90 days of the Revolving Credit Maturity Date which do not
involve concurrent prepayments shall first be applied ratably to the
Non-Extended Revolving Credit Commitments and after such Commitments have been
terminated in full, shall be applied ratably to the Extended Revolving Credit
Commitments
(o) Sections
2.08(a) and (b) of the Credit Agreement are hereby amended by replacing
such Sections in their entirety with the following:
(a) The
Borrower shall repay to (i) the Non-Extending Revolving Credit Lenders on the
Revolving Credit Maturity Date the aggregate principal amount of the Revolving
Credit Loans made by the Non-Extending Revolving Credit Lenders outstanding on
such date, and (ii) the Extending Revolving Credit Lenders on the Extended
Revolving Credit Maturity Date the aggregate principal amount of the Revolving
Credit Loans made by the Extending Revolving Credit Lenders outstanding on such
date.
(b) The
Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the
date five Business Days after such Loan is made and (ii) the Extended Revolving
Credit Maturity Date.
(p) Section
2.10(a) of the Credit Agreement is hereby amended by replacing such
Section in its entirety with the following:
(a) Commitment
Fee. The
Borrower shall pay to the Administrative Agent for the account of each Revolving
Credit Lender in accordance with its Applicable Revolving Credit Percentage, a
commitment fee equal to the Applicable Margin times the actual daily amount by
which the Revolving Credit Facility exceeds the sum of (i) the Outstanding
Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C
Obligations. The commitment fee shall accrue at all times during the
Availability Period and the Extended Availability Period, including at any time
during which one or more of the conditions in Article
IV is not met, and shall be due and payable quarterly in arrears on the
last Business Day of each March, June, September and December, commencing with
the first such date to occur after the Closing Date, and on the last day of the
Availability Period and the Extended Availability Period. The
commitment fee shall be calculated quarterly in arrears, and if there is any
change in the Applicable Margin during any quarter, the actual daily amount
shall be computed and multiplied by the Applicable Margin separately for each
period during such quarter that such Applicable Margin was in
effect.
(q) Section
2.15(a) of the Credit Agreement is hereby amended by replacing such
Section in its entirety with the following:
(a) Request
for Increase. Provided there exists no Default, upon notice to
the Administrative Agent (which shall promptly notify the Revolving Credit
Lenders), the Borrower may from time to time, request an increase in the
Revolving Credit Facility by an amount that will not cause the aggregate
Revolving Credit Commitments, giving effect to such request and all other
increases requested hereunder, to exceed $550,000,000; provided
that (i) any such request for an increase shall be in a minimum amount of
$25,000,000, (ii) the Borrower may make a maximum of four such requests after
the Second Amendment Effective Date, and (iii) the Revolving Credit Commitments
provided in connection with any such increase (whether provided by an existing
Revolving Credit Lender or a new Lender) shall be Extended Revolving Credit
Commitments. At the time of sending such notice, the Borrower (in
consultation with the Administrative Agent) shall specify the time period within
which each Revolving Credit Lender is requested to respond (which shall in no
event be less than ten Business Days from the date of delivery of such notice to
the Revolving Credit Lenders).
(r) Section
2.15 of the Credit Agreement is hereby further amended by inserting the
following clause (g) in appropriate alphabetical order:
(g) Assignment
in Connection with Increase. Notwithstanding the foregoing, in
the event that any existing Revolving Credit Lenders have agreed to increase
their Revolving Credit Commitments and/or any Eligible Assignees have agreed to
become Revolving Credit Lenders in connection with any requested increase of the
Revolving Credit Facility, each Consenting Lender that is a Non-Extending
Revolving Credit Lender, shall have the right (but not the obligation) to
assign, at par, a ratable share of its Non-Extended Revolving Credit Commitment
to the new or increasing Lenders. Each such Consenting Lender shall
notify the Administrative Agent within the deadline in clause (b) above whether
or not it wishes to assign any portion of its Non-Extended Revolving Credit
Commitment and, if so, whether by an amount equal to, greater than, or less than
its ratable share of any such increase. Any such Consenting Lender
not responding within such time period shall be deemed to have declined to
assign any portion of its Non-Extended Revolving Credit
Commitment. On the effective date of the applicable increase and/or
assignment, each Revolving Credit Lender electing to assign a portion of its
Non-Extended Revolving Credit Commitment shall assign its ratable portion of
such increase (plus, if not all eligible Consenting Lenders elected to
participate, an additional portion as determined by the Borrower in connection
with the allocation of such increase, to the extent such Consenting Lender
timely notified the Administrative Agent of its wish to assign greater than its
ratable share). Any such assignment shall be effectuated in
accordance with Section
10.06, except that the minimum amounts specified therein shall not
apply. As used in this clause (g), ratable share shall mean, with
respect to any Consenting Lender that is a Non-Extending Revolving Credit
Lender, such Lender's Non-Extended Revolving Credit Commitment as a percentage
of the total Non-Extended Revolving Credit Commitments of all Revolving Credit
Lenders. For the avoidance of doubt, the amounts of any Revolving
Credit Commitments assigned pursuant this clause (g) shall not decrease the
available increase amount which the Borrower is entitled to request pursuant to
clause (a) above.
(s) Section
10.04(c) of the Credit Agreement is hereby amended by replacing such
Section in its entirety with the following:
(c) Reimbursement
by Lenders. To the extent that the Borrower for any reason
fails to indefeasibly pay any amount required under subsection (a)
or (b) of this Section to be paid by it to the Administrative Agent
(or any sub-agent thereof), any L/C Issuer or any Related Party of any of the
foregoing, each Lender severally agrees to pay to the Administrative Agent (or
any such sub-agent), such L/C Issuer or such Related Party, as the case may be,
such Lender's Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount, provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent (or any such sub-agent) or such L/C
Issuer in its capacity as such, or against any Related Party of any of the
foregoing acting for the Administrative Agent (or any such sub-agent) or such
L/C Issuer in connection with such capacity; provided, further, that no
Non-Extending Revolving Credit Lender shall be obligated to reimburse the
Administrative Agent (or any sub-agent thereof), any L/C Issuer or any Related
Party of any of the foregoing for any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever which relate to matters subsequent to the termination of such
Lender's Non-Extended Revolving Credit Commitment and repayment of all
Obligations to such Non-Extending Revolving Credit Lender (for the avoidance of
doubt, such Non-Extending Revolving Credit Lenders shall remain liable for any
claims which related to a period during which they were a "Lender" hereunder,
even if first asserted after the termination of such Non-Extending Revolving
Credit Lender's Commitment and repayment of all Obligations to such
Non-Extending Revolving Credit Lender). The obligations of the
Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).
(t) The Credit
Agreement is hereby amended by replacing Schedule
2.01 in its entirety with Schedule
2.01 attached hereto.
Section
4. Representations
and Warranties. The Borrower represents and warrants that (a)
the execution, delivery, and performance of this Amendment by each Loan Party
are within the corporate or equivalent power and authority of such Loan Party
and have been duly authorized by all necessary corporate or other organizational
action, (b) this Amendment, and the Credit Agreement as amended hereby,
constitute legal, valid, and binding obligations of each Loan Party, enforceable
against each Loan Party in accordance with their terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws of general applicability affecting
the enforcement of creditors' rights and the application of general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or law); (c) the representations and warranties of the
Borrower and each other Loan Party contained in each Loan Document are true and
correct in all material respects as of the date of this Amendment, except to the
extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct in all material respects as
of such earlier date; (d) no Default or Event of Default exists under the
Loan Documents; and (e) the Liens under the Security Documents are valid and
subsisting.
Section
5. Effect
on Credit Documents. Except as amended herein, the Credit
Agreement and all other Loan Documents remain in full force and effect as
originally executed. Nothing herein shall act as a waiver of any of
the Administrative Agent's or any Lender's rights under the Loan Documents as
amended, including the waiver of any default or event of default, however
denominated. The Borrower acknowledges and agrees that this Amendment
shall in no manner impair or affect the validity or enforceability of the Credit
Agreement. This Amendment is a Loan Document for the purposes of the
provisions of the other Loan Documents. Without limiting the
foregoing, any breach of representations, warranties, and covenants under this
Amendment may be a default or event of default under the other Loan
Documents.
Section
6. Effectiveness. This
Amendment shall become effective, and the Credit Agreement shall be amended as
provided for herein, upon the satisfaction on or prior to October 30, 2009, of
the following conditions:
(a) the Administrative
Agent (or its counsel) shall have received (i) counterparts hereof duly executed
and delivered by a duly authorized officer of the Borrower, each Guarantor, and
by the Lenders whose consent is required to effect the amendments contemplated
hereby;
(b) the Administrative
Agent (or its counsel) shall have received each of the items listed on the
Closing Documents List attached hereto as Exhibit
A, each in form and substance reasonably acceptable to the Administrative
Agent and, where applicable, duly executed and delivered by a duly authorized
officer of each applicable Loan Party; and
(c) the Administrative
Agent shall have received, or shall concurrently receive (i) for the account of
each Lender executing this Amendment, in the case of Term Lenders, by 4:00 p.m.
(Central) on September 24, 2009, and in the case of Revolving Credit Lenders, by
12:00 p.m. (Central) on October 2, 2009, an amendment fee equal to 12.5 basis
points on the amount of such executing Lender's Revolving Credit Commitment then
in effect (giving effect to any assignments pursuant to Section 2.15(g) of the
Credit Agreement) and/or aggregate outstanding Term Loans, as applicable, (ii)
such other fees as may be mutually agreed between the Arranger and the Borrower
regarding new Extended Revolving Credit Commitments or increased Extended
Revolving Credit Commitments from existing Lenders, and (iii) for the account of
the applicable Person, payment of all other fees payable in connection with this
Amendment;
provided
that Section 3 of this Amendment shall only become effective, and the Credit
Agreement shall only be amended as provided for therein, upon the satisfaction
on or prior to October 30, 2009 of the additional conditions that (y) the
aggregate Extended Revolving Credit Commitments must be (giving effect to the
agreements of the Extending Revolving Credit Lenders hereunder and the joinder
of any Eligible Assignees to occur in connection with the Second Amendment
Effective Date) at least $210,000,000, and (z) the Administrative Agent shall
have received, or shall concurrently receive, for the account of each Extending
Revolving Credit Lender, an extension fee equal to 112.5 basis points on the
amount of such Extending Revolving Credit Lender's Extended Revolving Credit
Commitment then in effect,
Section
7. Reaffirmation
of Guaranty. By its signature hereto, each Guarantor
represents and warrants that such Guarantor has no defense to the enforcement of
the Guaranty, and that according to its terms the Guaranty will continue in full
force and effect to guaranty the Borrower's obligations under the Credit
Agreement and the other amounts described in the Guaranty following the
execution of this Amendment.
Section
8. Governing
Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Section
9. Miscellaneous. The
miscellaneous provisions set forth in Article
X of the Credit Agreement apply to this Amendment. This
Amendment may be signed in any number of counterparts, each of which shall be an
original, and may be executed and delivered electronically and by
telecopier.
Section
10. ENTIRE
AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.
[signature pages
follows]
EXECUTED
as of the first date above written.
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HELIX
ENERGY SOLUTIONS GROUP, INC.
|
By: /s/ Xxxxxxx
Xxxxxxx
--------------------------------------------
Name: Xxxxxxx
Xxxxxxx
Title: Executive
Vice President and
Chief
Financial
Officer
|
|
CANYON
OFFSHORE, INC., a Texas
corporation
|
|
|
CANYON
OFFSHORE INTERNATIONAL CORP., a Texas
corporation
|
|
|
ENERGY
RESOURCE TECHNOLOGY GOM, INC., a Delaware
corporation
|
|
|
HELIX
INGLESIDE LLC, a Delaware limited liability
company
|
|
|
HELIX
OFFSHORE INTERNATIONAL, INC., a Texas
corporation
|
|
|
HELIX
SUBSEA CONSTRUCTION, INC., a Delaware
corporation
|
|
|
HELIX
VESSEL HOLDINGS LLC, a Delaware limited liability
company
|
|
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NEPTUNE
VESSEL HOLDINGS LLC, a Delaware limited liability
company
|
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VULCAN
MARINE HOLDINGS LLC, a Delaware limited liability
company
|
|
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VULCAN
MARINE TECHNOLOGY LLC, a Delaware limited liability
company
|
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HELIX
WELL OPS INC., a Texas
corporation
|
By: /s/ Xxxxxxx
Xxxxxxx
--------------------------------------------
Name:
Xxxxxxx
Xxxxxxx
Title: Vice
President and Treasurer
Signature Page to
Amendment No. 2 to Credit Agreement
BANK
OF AMERICA, N.A., as Administrative Agent
By: /s/
Xxxxxxx Xxxxxxxx
Name: Xxxxxxx
Xxxxxxxx
Title: Vice
President
Signature Page to
Amendment No. 2 to Credit Agreement
BANK
OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line
Lender
By: /s/
Xxxxx
Xxxxxxx
Name: Xxxxx
Xxxxxxx
Title: Vice
President
Signature Page to
Amendment No. 2 to Credit Agreement
AMEGY
BANK NATIONAL ASSOCIATION as a Lender and as Co-Synidication
Agent
By: /s/ Xxxxx
Xxxxxxx
Name: Xxxxx
Xxxxxxx
Title: Vice
President
Signature Page to
Amendment No. 2 to Credit Agreement
Comerica
Bank
By: /s/ Xxxx
Xxxxx
Name: Xxxx
Xxxxx
Title: Senior
Vice
President
Signature Page to
Amendment No. 2 to Credit Agreement
CREDIT
SUISSE, CAYMAN ISLANDS BRANCH, as a
Lender
By: /s/ Xxxxxxx
Xxxxxxxxxxx
Name: Xxxxxxx
Xxxxxxxxxxx
Title: Vice
President
By: /s/ Xxxxx
Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Associate
Signature Page to
Amendment No. 2 to Credit Agreement
ING CAPITAL LLC, as a Lender
By: /s/ Xxxxx
Xxxxxxxxx
Name: Xxxxx
Xxxxxxxxx
Title:
Director
XX XXXXXX
XXXXX BANK NATIONAL ASSOCIATION, as a Lender and Co Synidication
Agent
By: /s/ Xxxxxxxxx
Xxxxx
Name: Xxxxxxxxx
Xxxxx
Title: Vice
President
CAPITAL ONE
N.A, as a Lender
By: /s/ Xxxxxxx
X.
Xxxxxx
Name: Xxxxxxx
X.
Xxxxxx
Title: Senior
Vice President
NATIXIS,
as a Lender and Co-Synidcation Agent
By: /s/ Xxxxxxx
X.
Xxxxxxx
Name:
Xxxxxxx X.
Xxxxxxx
Title: Senior Managing
Director
By: /s/ Xxxxxx
X.
Xxxxxxxxx
Name:
Xxxxxx X.
Xxxxxxxxx
Title:
Director
REGIONS
BANK as a Lender
By: /s/ Xxxxx
Xxxxxxxx
Name: Xxxxx
Xxxxxxxx
Title: Senior
Vice President
THE ROYAL
BANK OF SCOTLAND PLC, as a Lender
By: /s/ Xxxxx
Xxxx
Name:
Xxxxx
Xxxx
Title: Senior
Vice President
RZB Finance
LLC
Revolver Credit Lender
By: /s/ Xxxx
X Xxxxxxx
Name: Xxxx
X
Xxxxxxx
Title: First
Vice President
By: /s/ Xxxxxxxxx
Xxxxx
Name: Xxxxxxxxx
Xxxxx
Title: First
Vice President
WACHOVIA
BANK NATIONAL ASSOCIATION, as Co-Documentation Agent and
Lender
By: /s/ Xxxx
Xxxxx
Name: Xxxx
Xxxxx
Title:
Vice President
WHITNEY NATIONAL
BANK, as a Lender and as a Co-Syndiation
Agent
By: /s/ Xxxxx
X.
Xxxxxx
Name: Xxxxx
X.
Xxxxxx
Title: Senior Vice
President
Aberdeen Loan
Funding Ltd.
By
Highland Capital Managment, L.P.,
As
Colleratal Manager
By
Strand Advisors Inc, Its General Partner
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title: Secretary
Strand Advisors Inc
General Partner, Highland Capital Managment, L.P.
Apidos CDO, as its investment
advisor Apidos Capital Managment
By: /s/ Xxxxxxxx
Xxxxxxxxxxxx
Name: Xxxxxxxx
Bergstressen
Title:
Managing Director
APOSTLE XXXXXX XXXXXX CREDIT OPPORTUNITIES
FUND, as a
Lender
By: Xxxxxx, Xxxxxx & Company, L.P.
Its Investment Manager
By: Xxxxxx, Xxxxxx &
Company, Incorporated
Its General Partner
By: /s/ Xxxx XxXxxxxx
Name: Xxxx
XxXxxxxx
Title: Senior Vice
President
APOSTLE
XXXXXX XXXXXX SENIOR LOAN FUND, as a Lender
By: Xxxxxx, Xxxxxx & Company, L.P.
Its Investment Manager
By: Xxxxxx, Xxxxxx &
Company, Incorporated
Its General Partner
By: /s/ Xxxx XxXxxxxx
Name: Xxxx
XxXxxxxx
Title: Senior Vice
President
Xxxxxxxxx Loan Funding,
LTD,
By
Highland Capital Managment, L.P.,
As
Colleratal Manager
By
Strand Advisors Inc, Its General Partner
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title: Secretary
Strand Advisors Inc
General Partner, Highland Capital Managment, L.P.
Atrium
CDO
By: /s/ Xxxxxx
Xxxxxxxx
Name: Xxxxxx
Xxxxxxxx
Title: Authorized
Signatory
Atrium
II
By: /s/ Xxxxxx
Xxxxxxxx
Name: Xxxxxx
Xxxxxxxx
Title: Authorized
Signatory
Atrium
IV
By: /s/ Xxxxxx
Xxxxxxxx
Name: Xxxxxx
Xxxxxxxx
Title: Authorized
Signatory
Atrium
V
By: /s/ Xxxxxx
Xxxxxxxx
Name: Xxxxxx
Xxxxxxxx
Title: Authorized
Signatory
Atrium
VI
By: /s/ Xxxxxx
Xxxxxxxx
Name: Xxxxxx
Xxxxxxxx
Title: Authorized
Signatory
BA/CS
CREDIT LLC
by Credit Suisse
Alternative Capital, Inc. as investment manager duly appointed
by
Verizon Investment
Managmetnt Corp. in its capacity as managing member of BA/CS CREDIT
LLC
By: /s/ Xxxxxx
Xxxxxxxx
Name: Xxxxxx
Xxxxxxxx
Title: Authorized
Signatory
XXXXX
STREET CLO II LTD.
BY: Seix
Investment Advisors LLC, as Collateral Manager
By: /s/
Xxxxxx
Xxxxxxxxx
Name:
Xxxxxx
Xxxxxxxxx
Title: Managing
Director
BALLANTYNE
FUNDING LLC
By: /s/ Xxxx
X. Xxxxx
Name: Xxxx
X.
Xxxxx
Title: Assitant Vice
President
BALTIC
FUNDING LLC
By: /s/ Xxxx
X. Xxxxx
Name: Xxxx
X.
Xxxxx
Title: Assitant Vice
President
Banco Espirito Santo,
S.A. - New York Branch
By: /s/ Xxxx Xxxxx
Name: Xxxx
Xxxxx
Title: Vice President
By: Xxxxxxxx Ferrierra St.
Clair
Name: Xxxxxxxx Ferrierra St. Clair
Title: Senior Vice President
BELHURST CLO LLC
By
INVESTCO Senior Secured Management, Inc. as Collateral
Manager
By: /s/ Xxxxxx
Xxxxx
Name: Xxxxxx
Xxxxx
Title: Authorized
Signatory
BELHURST CLO LLC
By
INVESTCO Senior Secured Management, Inc. as Collateral
Manager
By: /s/ Xxxxxx
Xxxxx
Name: Xxxxxx
Xxxxx
Title: Authorized
Signatory
KDP
Asset Management for
Boeing Co. Employees Retirement
Fund
By: /s/ Xxxxx
X.
News
Name: Xxxxx
X.
News
Title: Sr. Portfolio
Manager
Brentwood
CLO Ltd
By Highland Capital Managment,
L.P.,As
Colleratal Manager
By Strand Advisors Inc, Its General
Partner
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title: Secretary
Strand Advisors Inc
General Partner, Highland Capital Managment,
L.P.
Callidus
Debt Partners CLO Fund III, Ltd.
By
Its Collateral Manager,
Callidus Capital Managment,
LLC
By: /s/ Xxxxxx
Xxxxxxx
Name: Xxxxxx
Xxxxxxx
Title: Senior Managing
Director
Callidus
Debt Partners CLO Fund IV, Ltd.
By
Its Collateral Manager,
Callidus Capital Managment,
LLC
By: /s/ Xxxxxx
Xxxxxxx
Name: Xxxxxx
Xxxxxxx
Title: Senior Managing
Director
Callidus
Debt Partners CLO Fund V, Ltd.
By
Its Collateral Manager,
Callidus Capital Managment,
LLC
By: /s/ Xxxxxx
Xxxxxxx
Name: Xxxxxx
Xxxxxxx
Title: Senior Managing
Director
Callidus
Debt Partners CLO Fund VI, Ltd.
By
Its Collateral Manager,
Callidus Capital Managment,
LLC
By: /s/ Xxxxxx
Xxxxxxx
Name: Xxxxxx
Xxxxxxx
Title: Senior Managing
Director
Callidus
Debt Partners CLO Fund VII, Ltd.
By
Its Collateral Manager,
Callidus Capital Managment,
LLC
By: /s/ Xxxxxx
Xxxxxxx
Name: Xxxxxx
Xxxxxxx
Title: Senior Managing
Director
CASTLE
GARDEN FUNDING
By: /s/ Xxxxxx
Xxxxxxxx
Name:
Xxxxxx
Xxxxxxx
Title: Authorized
Signatory
CHARTER
VIEW PORTOFOLIO
By
INVESTCO Senior Secured Management, Inc. as Investment Advisor
By: /s/ Xxxxxx
Xxxxx
Name: Xxxxxx
Xxxxx
Title: Authorized
Signatory
CIFC
FUNDING 2006-1 LTD
By: /s/ Xxxxxxx
X.
Xxxxxxx
Name: Xxxxxxx
X.
Xxxxxxx
Title: Co-Chief
Investment Officer
CIT
BANK
By: /s/ Xxxxxx
X
Xxxxxxx
Name: Xxxxxx
X
Xxxxxxx
Title:
Vice President
ColumbusNova
CLO IV Ltd. 2007-II
By: /s/ Xxxx
Xxxxxxxx
Name: Xxxx
Xxxxxxxx
Title:
Director
ColumbusNova
CLO Ltd. 2006-I
By: /s/ Xxxx
Xxxxxxxx
Name: Xxxx
Xxxxxxxx
Title:
Director
ColumbusNova
CLO Ltd. 2006-II
By: /s/ Xxxx
Xxxxxxxx
Name: Xxxx
Xxxxxxxx
Title:
Director
By: Xxxxxx, Xxxxxx & Company, L.P.
As
Sub Manager
By: Xxxxxx, Xxxxxx &
Company, Incorporated
Its General Partner
By: /s/ Xxxx XxXxxxxx
Name: Xxxx
XxXxxxxx
Title: Senior Vice
President
CORTINA
FUNDING
By: /s/ Xxxxx
Xxxxx
Name: Xxxxx
Xxxxxx
Title: Authorized
Signatory
Credit
Suisse Dollar Senior Loan Fund, Ltd.
by Credit Suisse
Alternative Capital, Inc. as investment manager
By: /s/ Xxxxxx
Xxxxxxxx
Name: Xxxxxx
Xxxxxxxx
Title: Authorized
Signatory
Credit
Suisse Synidicated Loan Fund
by Credit Suisse
Alternative Capital, Inc. as investment manager duly appointed
by
Credit Suisse Asset Managment (Australia)
By: /s/ Xxxxxx
Xxxxxxxx
Name: Xxxxxx
Xxxxxxxx
Title: Authorized
Signatory
Credos
Floating Rate Fund, L.P.
by Xxxxxxxx Capital
Management, Inc., its General Partner
By: /s/ Xxxxxxx
X.
Xxxxxxxxx
Name: Xxxxxxx
X.
Xxxxxxxxx
Title: Executive Vice
President
CSAM FUNDING
IV
By: /s/ Xxxxxx
Xxxxxxxx
Name: Xxxxxx
Xxxxxxxx
Title:
Authorized Signatory
Deutsche
Bank AG, London
By: /s/ Xxxxxxxx
Xxxxxxxx
Name:
Xxxxxxxx
Xxxxxxxx
Title:
Director
By: /s/Xxxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title
Director
By: /s/ Xxxxx
X.
Xxxxxx
Name: Xxxxx
X.
Xxxxxx
Title: Vice
President
By: /s/Xxxxxxxxx Xxxx
Name: Xxxxxxxx Xxxx
Title Assitant Vice
President
Eagle
Creek CLO, Ltd.
By: /s/ Xxxxx
Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Authorized
Xxxxxx
Eagle
Master Fund Ltd.
By: Citi Alternative Investments
LLC
as Investment Manager for and on behalf
of
Eagle Master Fund Ltd.
By: /s/ Xxxxx
Xxx
Name: Xxxxx
Xxx
Title:
XX
Xxxxxxxx CLO LTD,
By Highland Capital
Managment, L.P.,
As Colleratal
Manager
By Strand Advisors
Inc, Its General Partner
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title: Secretary
Strand Advisors, Inc.
General Partner, Highland Capital Managment,
L.P.
Fall Creek CLO,
Ltd.
By: /s/ Xxxxx
Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Authorized
Xxxxxx
Fidelity Central
Investment Portofolio LLC
Fidelity Floating
Rate Central Investment Portofolio
By:
/s/ Xxxx Xxxxxx
Name:
Xxxx Xxxxxx
Title: Vice
President
FIRST 2004-I CLO,
LTD.
By: TCW Asset
Managment Company, its Collateral Manager
By:
/s/ Xxxxxxx Xxx
Name:
Xxxxxxx Xxx
Title: Senior
Vice President
By:
/s/ G. Xxxxx Xxxxxx
Name:
G. Xxxxx Xxxxxx
Title:
Senior Vice President
FIRST 2004-II
CLO, LTD.
By: TCW Asset
Managment Company, its Collateral Manager
By:
/s/ Xxxxxxx Xxx
Name:
Xxxxxxx Xxx
Title: Senior
Vice President
By:
/s/ G. Xxxxx Xxxxxx
Name:
G. Xxxxx Xxxxxx
Title:
Senior Vice President
FIRST TRUST/FOUR
CORNERS SENIOR FLOATING RATE INCOME FUND
By: Four Corners
Capital Managment, LLC as Sub-Advisor
By:
/s/ Xxxx X'Xxxx
Name: Xxxx
X'Xxxx
Title:
Vice President
FIRST TRUST/FOUR
CORNERS SENIOR FLOATING RATE INCOME FUND II
By: Four Corners
Capital Managment, LLC as Sub-Advisor
By:
/s/ Xxxx X'Xxxx
Name: Xxxx
X'Xxxx
Title:
Vice President
Foothill CLO I,
Ltd.
By: The Foothill
Group Inc., as Attorney-in-fact
By:
/s/ Xxxx Xxxxxx
Name: Xxxx
Xxxxxx
Title:
Executive Vice President
The Foothill
Group LLC
By:
/s/ Xxxx Xxxxxx
Name: Xxxx
Xxxxxx
Title:
Executive Vice President
Galaxy CLO
2003-1, Ltd.
By: AIG
Global Investment Corp.,
its Collateral
Manager
Galaxy III CLO,
Ltd.
By: AIG
Global Investment Corp.,
its Collateral
Manager
Galaxy IV CLO,
Ltd.
By: AIG
Global Investment Corp.,
its Collateral
Manager
Galaxy V CLO,
Ltd.
By: AIG
Global Investment Corp.,
its Collateral
Manager
Galaxy VI CLO,
Ltd.
By: AIG
Global Investment Corp.,
its Collateral
Manager
Galaxy VIII
CLO, Ltd.
By: AIG
Global Investment Corp.,
its Collateral
Manager
Galaxy X
CLO, Ltd.
By: AIG
Global Investment Corp.,
its Collateral
Manager
American
International Group, Inc.
By: AIG
Global Investment Corp.,
its Investment
Manager
AIG Bank Loan
Fund Ltd.
By: AIG
Global Investment Corp.,
its
Investment Manager
SunAmerica
Senior Floating Rate Fund, Inc.
By: AIG
Global Investment Corp.,
Investment Sub
-Advisor
By:
/s/ W. Xxxxxxxx Xxxxxx
Name: W.
Xxxxxxxx Xxxxxx
Title: Managing
Director
Gallatin CLO II
2005-1, LTD
By Ursamine Credit Advisors,
LLC
as it Collateral
Manager
By:
/s/ Xxxxx Xxxxxxxxxx
Name: Xxxxx
Xxxxxxxxxx
Title: Principal
Gallatin CLO III
2007-1, LTD
as Assignee
By Ursamine Credit Advisors,
LLC
as it Collateral
Manager
By:
/s/ Xxxxx Xxxxxxxxxx
Name: Xxxxx
Xxxxxxxxxx
Title: Principal
Gallatin Funding
I, Ltd
By Ursamine Credit Advisors,
LLC
as it Collateral
Manager
By:
/s/ Xxxxx Xxxxxxxxxx
Name: Xxxxx
Xxxxxxxxxx
Title: Principal
By Highland Capital
Managment, L.P.,
As Colleratal
Manager
By Strand Advisors
Inc, Its General Partner
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title: Secretary
Strand Advisors, Inc.
General Partner, Highland Capital Managment,
L.P.
GMAM Group Pension
Trust I
By State Street Bank & Trust Company as
Trusteee
for GMAM Group Pension Trust I
By:
/s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title: Officer
By Xxxxxxxx Capital Management, Inc.
as Investment Manager
By:
/s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx
X. Xxxxxxxxx
Title: Executive
Vice President
Xxxxxxx CLO, Ltd.
By Highland Capital
Managment, L.P.,
As Colleratal
Manager
By Strand Advisors
Inc, Its General Partner
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title: Secretary
Strand Advisors, Inc.
General Partner, Highland Capital Managment,
X.X.
Xxxxxxx CLO II
2004-1, Ltd.
By Ursamine Credit Advisors,
LLC
as it Collateral
Manager
By:
/s/ Xxxxx Xxxxxxxxxx
Name: Xxxxx
Xxxxxxxxxx
Title: Principal
Greenbriar CLO,
Ltd.
By Highland Capital
Managment, L.P.,
As Colleratal
Manager
By Strand Advisors
Inc, Its General Partner
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title: Secretary
Strand Advisors, Inc.
General Partner, Highland Capital Managment,
L.P.
The Guardian Life
Insurance Company of America
By
Xxxxxxxx Capital Management, Inc.
as
Investment Manager
By:
/s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx
X. Xxxxxxxxx
Title:
Executive Vice President
Gulf Stream-
Compass CLO 2002-I. LTD
By Gulf
Stream Asset Management LLC
as Collateral Manager
Gulf Stream-
Compass CLO 2005-I. LTD
By Gulf
Stream Asset Management LLC
as Collateral Manager
Gulf
Stream- Sextant CLO 2006-I. LTD
By Gulf
Stream Asset Management LLC
as Collateral Manager
Gulf
Stream- Rashinban CLO 2006-I. LTD
By Gulf
Stream Asset Management LLC
as Collateral Manager
Gulf
Stream- Sextant CLO 2007-I. LTD
By Gulf
Stream Asset Management LLC
as Collateral Manager
Gulf Stream-
Compass CLO 2007. LTD
By Gulf
Stream Asset Management LLC
as Collateral Manager
By:
/s/ Xxxxx X. Love
Name: Xxxxx
X. Love
Title:
Chief Credit Officer
Harch CLO II
Limited
By:
/s/ Xxxxxxx X Xxxxxx
Name: Xxxxxxx
X Xxxxxx
Title: Authorized
Signatory
Harch CLO III
Limited
By:
/s/ Xxxxxxx X Xxxxxx
Name: Xxxxxxx
X Xxxxxx
Title: Authorized
Signatory
Hillmark Funding
Ltd.,
By Hillmark Capital Management, L.P.,
as Collateral Manager and as Lender
By:
/s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx
Xxxxxxxxxx
Title: Chairman
ILLINOIS STATE BOARD
OF INVESTMENT
By: TCW Asset
Management Company, as its Investment Advisor
By:
/s/ Xxxxxxx Xxx
Name: Xxxxxxx
Xxx
Title: Senior
Vice President
By:
/s/ G. Xxxxx Xxxxxx
Name G. Wayne
Hosant
Title
Senior Vice President
ING Investment
Trust Co Plan for Employee Benefits
Investment Funds - Senior Loan
Fund
By: ING Investment Funds Trust Co. as its
trustee
ING Investment
Management CLO II, LTD.
ING Investment
Management CLO III, LTD.
ING Investment Management CLO IV,
LTD.
By ING
Alternative Asset Management LLC, as its investment
manager
ING Investment
Management CLO I,
LTD.
ING International
(II) - Senior Bank Loans
Euro
By ING
Investment Management Co., as its investment
manager
By:
/s/ Xxxxx X. Xxxxx
Name: Xxxxx
X. Xxxxx
Title:
Assistant Vice President
Jasper CLO,
Ltd.\
By Highland Capital
Managment, L.P.,
As
Colleratal Manager
By Strand Advisors
Inc, Its General Partner
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title:
Secretary Strand Advisors, Inc.
General
Partner, Highland Capital Managment, L.P.
Katanah III, Ltd.
By Sankaty Advisors LLC as Sub-Advisors
By:
/s/ Xxxx X Xxxxxxxxx
Name: Xxxx
X Xxxxxxxxx
Title: Chief
Compliance Officer and Assistant Secretary
LCM I Limited
Partnership
By
Lyon Capital Management LLC,
as Collateral
Manager
By: /s/
Xxxxxx X Xxxxx
Name: Xxxxxx
X Xxxxx
Title: Portfolio
Manager
LCM II Limited
Partnership
By
Lyon Capital Management LLC,
as Collateral
Manager
By: /s/ Xxxxxx X
Xxxxx
Name: Xxxxxx X
Xxxxx
Title: Portfolio
Manager
By
Lyon Capital Management LLC,
as Collateral
Manager
By: /s/ Xxxxxx X
Xxxxx
Name: Xxxxxx X
Xxxxx
Title: Portfolio
Manager
By
Lyon Capital Management LLC,
as Collateral
Manager
By: /s/ Xxxxxx X
Xxxxx
Name: Xxxxxx X
Xxxxx
Title: Portfolio
Manager
By
Lyon Capital Management LLC,
as Collateral
Manager
By: /s/ Xxxxxx X
Xxxxx
Name: Xxxxxx X
Xxxxx
Title: Portfolio
Manager
By
Lyon Capital Management LLC,
as Collateral
Manager
By: /s/ Xxxxxx X
Xxxxx
Name: Xxxxxx X
Xxxxx
Title: Portfolio
Manager
Liberty CLO, Ltd
By Highland Capital
Managment, L.P.,
As
Colleratal Manager
By Strand Advisors
Inc, Its General Partner
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title:
Secretary Strand Advisors, Inc.
General
Partner, Highland Capital Managment, L.P.
Name of
Institution: Liberty Mutual Insurance Company
By: /s/ Xxxxxx
Xxxxxxxx
Name: Xxxxxx
Xxxxxxxx
Title: Vice
President
Name of
Institution: Liberty Mutual Fire Insurance Company
By:
/s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx
Xxxxxxxx
Title:
Vice President
Name of
Institution: Employers Insurance Company of Wausau
By:
/s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx
Xxxxxxxx
Title:
Vice President
LMP Corporate
Loan Fund, Inc.
By Citi Alternative Investments
LLC
By:
/s/ Xxxxx Xxx
Name: Xxxxx
Xxx
Title:
VP
LOAN FUNDING I LLC
a wholly owned subsidiary of Citibank N.A.
By: TCW Asset
Management Company, as portofolio manager of Loan Funding I LLC
By:
/s/ Xxxxxxx Xxx
Name: Xxxxxxx
Xxx
Title: Senior
Vice President
By:
/s/ G. Xxxxx Xxxxxx
Name G. Wayne
Hosant
Title
Senior Vice President
By Highland Capital
Managment, L.P.,
As
Colleratal Manager
By Strand Advisors
Inc, Its General Partner
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title:
Secretary Strand Advisors, Inc.
General
Partner, Highland Capital Managment, L.P.
Loan Star State
Trust
By Highland Capital
Managment, L.P.,
As
Colleratal Manager
By Strand Advisors
Inc, Its General Partner
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title:
Secretary Strand Advisors, Inc.
General
Partner, Highland Capital Managment, L.P.
Longhorn Credit
Funding, LLC
By Highland Capital
Managment, L.P.,
As
Colleratal Manager
By Strand Advisors
Inc, Its General Partner
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title:
Secretary Strand Advisors, Inc.
General
Partner, Highland Capital Managment, X.X.
XXXXXX XXXXXX CAYMEN
LEVERAGED SENIOR LOAN FUND LTD
as Lender
By: Xxxxxx, Xxxxxx & Company, L.P.
Its Investment
Advisor
By: Xxxxxx, Xxxxxx &
Company, Incorporated
Its General Partner
By: /s/ Xxxx XxXxxxxx
Name: Xxxx
XxXxxxxx
Title: Senior Vice
President
XXXXXX XXXXXX
LEVERAGED SENIOR LOAN FUND LTD
as Lender
By: Xxxxxx, Xxxxxx & Company, L.P.
Its Investment
Advisor
By: Xxxxxx, Xxxxxx &
Company, Incorporated
Its General Partner
By: /s/ Xxxx XxXxxxxx
Name: Xxxx
XxXxxxxx
Title: Senior Vice
President
THE XXXXXX XXXXXX
SENIOR LOAN FUND II LTD
as Lender
By: Xxxxxx, Xxxxxx & Company, L.P.
Its Managing
Member
By: Xxxxxx, Xxxxxx &
Company, Incorporated
Its General Partner
By: /s/ Xxxx XxXxxxxx
Name: Xxxx
XxXxxxxx
Title: Senior Vice
President
THE XXXXXX
XXXXXX
SENIOR LOAN FUND, LTD
as Lender
By: Xxxxxx, Xxxxxx & Company, L.P.
Its Managing
Member
By: Xxxxxx, Xxxxxx &
Company, Incorporated
Its General Partner
By: /s/ Xxxx XxXxxxxx
Name: Xxxx
XxXxxxxx
Title: Senior Vice
President
Madison Park
Funding I, Ltd
By:
/s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx
Xxxxxxxx
Title: Authorized
Signatory
Madison Park
Funding II, Ltd
by: Credit Suisse Alternative Capital, Inc
as collateral manager
By:
/s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx
Xxxxxxxx
Title: Authorized
Signatory
Madison Park
Funding III, Ltd
by: Credit Suisse Alternative Capital, Inc
as collateral manager
By:
/s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx
Xxxxxxxx
Title: Authorized
Signatory
Madison Park
Funding IV, Ltd
by: Credit Suisse Alternative Capital, Inc
as collateral manager
By:
/s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx
Xxxxxxxx
Title: Authorized
Signatory
Madison Park
Funding V, Ltd
by: Credit Suisse Alternative Capital, Inc
as collateral manager
By:
/s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx
Xxxxxxxx
Title: Authorized
Signatory
NACM CLO
I
By:
/s/ Xxxxxx Xxxxxxx
Name:
Xxxxxx Xxxxxxx
Title: Vice
President and Authorized Signatory
NACM CLO
II
By:
/s/ Xxxxxx Xxxxxxx
Name:
Xxxxxx Xxxxxxx
Title: Vice
President and Authorized Signatory
NATIXIS
By:
/s/ Xxxxxxx X. Xxxxxxx
Name:
Xxxxxxx X. Xxxxxxx
Title: Senior
Managing Director
By: /s/ Xxxxxx
Xxxxxxxxx
Name:
Xxxxxx Xxxxxxxxx
Title:
Director
NATIXIS
XXXXXX XXXXXX
SENIOR LOAN FUND, LTD
as Lender
By:
Xxxxxx, Xxxxxx & Company, L.P
Its Investing Manager
By:
Xxxxxx, Xxxxxx & Company, Incorporated
Its General
Partner
By: /s/ Xxxx XxXxxxxx
Name: Xxxx
XxXxxxx
Title: Senior Vice
President
NAUTIQUE FUNDING
LTD.
By: INVESCO Senior
Secured Management, Inc.
As Collateral
Manager
By:
/s/ Xxxxxx Xxxxx
Name
Xxxxxx Xxxxx
Title:
Authorized Signatory
OCTAGON
INVESTMENT PARTNERS V, LTD.
By Octagon
Credit Investments, LLC
as Portofolio
Manager
OCTAGON
INVESTMENT PARTNERS VI, LTD.
By Octagon
Credit Investments, LLC
as Collateral
manager
OCTAGON
INVESTMENT PARTNERS VIII, LTD.
By Octagon
Credit Investments, LLC
as Collateral
manager
OCTAGON
INVESTMENT PARTNERS IX, LTD.
By Octagon
Credit Investments, LLC
as Manager
OCTAGON
INVESTMENT PARTNERS XI, LTD.
By Octagon
Credit Investments, LLC
as Collateral
Manager
POTENTIAL CLO I
LTD.
By Octagon
Credit Investors, LLC
as Attorney
in Fact
By: /s/ Xxxxxx
X. Xxxxx
Name Xxxxxx
X. Xxxxx
Title:
Portofolio Manager
Old Westbury Global
Opportunities Fund
By: Xxxxxxxx Capital
Managment, Inc.,
as Investment
Manager
By:
/s/ Xxxxxxx X. Xxxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxxx
Title: Executive
Vice President
PACIFICA CDO VI
LTD
By:
/s/ Xxxxxxx X. Xxxx
Name:
Xxxxxxx X. Xxxx
Title: Sr.
Vice President
Park Avenue Loan Trust
By: TCW Asset Management Company, as
agent
By:
/s/ Xxxxxxx Xxx
Name: Xxxxxxx
Xxx
Title: Senior
Vice President
By:
/s/ G. Xxxxx Xxxxxx
Name G. Xxxxx
Xxxxxx
Title
Senior Vice President
Phoenix Life
Insurance Company
By:
/s/ Xxxxxxx Xxxxxxxx
Name:
Xxxxxxx Xxxxxxxx
Title:
Managing Director
PPM SHADOW CREEK
FUNDING LLC
By:
/s/ Xxxx Xxxxx
Name:
Xxxx Xxxxx
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:
Assistant Secretary
Race Point III CLO,
Ltd.
Sankaty Advisors, LLC as
Collateral
Manager
By:
/s/ Xxxx X. Xxxxxxxxx
Name:
Xxxx X. Xxxxxxxxx
Title:
Chief Compliance Office and
Assistant Secretary
Sankaty Advisors, LLC as
Collateral
Manager
By:
/s/ Xxxx X. Xxxxxxxxx
Name:
Xxxx X. Xxxxxxxxx
Title:
Chief Compliance Office and
Assistant Secretary
By:
/s/ Xxxxxxx XxXxxxxx
Name:
Xxxxxxx XxXxxxxx
Title: Senior
Vice President
Red River CLO Ltd.
By Highland Capital
Managment, L.P.,
As
Colleratal Manager
By Strand Advisors
Inc, Its General Partner
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title:
Secretary Strand Advisors, Inc.
General
Partner, Highland Capital Managment, L.P.
Republican Loan Funding,
LTD.
By Highland Capital
Managment, L.P.,
As
Colleratal Manager
By Strand Advisors
Inc, Its General Partner
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title:
Secretary Strand Advisors, Inc.
General
Partner, Highland Capital Managment, L.P.
RGA Reinsurance
Company
By: TCW Asset Management Company,
as its Investment
Advisor
By:
/s/ Xxxxxxx Xxx
Name: Xxxxxxx
Xxx
Title: Senior
Vice President
By:
/s/ G. Xxxxx Xxxxxx
Name G. Xxxxx
Xxxxxx
Title
Senior Vice President
Rockwall CDO
LTD
By Highland Capital
Managment, L.P.,
As Colleratal
Manager
By Strand Advisors
Inc, Its General Partner
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title:
Secretary Strand Advisors, Inc.
General
Partner, Highland Capital Managment,
L.P.
ROSEDALE CLO II
LTD
ROSEDALE CLO LTD
By:
/s/ Xxxx Xxxx
Name: Xxxx
Xxxx
Title: Senior
Analyst
By:
/s/ Xxxx Xxxx
Name: Xxxx
Xxxx
Title: Senior
Analyst
By:
/s/ Xxxxx Xxxxxx
Name:
Xxxxx Xxxxxx
Title: Managing
Director
SF-3 Segregated
Portofolio, a segregated portofolio of Shiprock Finance,
SPC
for which Shiprock
Finance SPC is acting on behalf of and for the account of
SF-3 Segregated
Portofolio
By:
/s/ Xxxx Xxxxxxxxx
Name: Xxxx
Xxxxxxxxx
Title: Assistant
Vice President
SFR,
LTD
By: Four Corners
Capital Management, LLC
as Collateral Manager
By:
/s/ Xxxx X'Xxxx
Name: Xxxx
X'Xxxx
Title: Vice
President
Southfork CLO,
Ltd
SSS Funding II
By Highland Capital
Managment, L.P.,
As Colleratal
Manager
By Strand Advisors
Inc, Its General Partner
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title:
Secretary Strand Advisors, Inc.
General
Partner, Highland Capital Managment,
Sankaty Advisors, LLC as
Collateral Manager
By:
/s/ Xxxx X. Xxxxxxxxx
Name:
Xxxx X. Xxxxxxxxx
Title:
Chief Compliance Office and
Assistant Secretary
KDP Asset Management
State Retirement & Pension System of
Maryland
By:
/s/ Xxxxx X. News
Name: Xxxxx
X. News
Title:
Sr. Portofolio Manager
Stichting Bewaar
Eeroespvervoer for Fonds voor
Gemene Rekening Beroespvervoer
By: Xxxxxxxx Capital
Managment, Inc.,
as Investment
Adviser
By:
/s/ Xxxxxxx X. Xxxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxxx
Title: Executive
Vice President
Statford CLO,
Ltd
By Highland Capital
Managment, L.P.,
As Colleratal
Manager
By Strand Advisors
Inc, Its General Partner
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title:
Secretary Strand Advisors, Inc.
General
Partner, Highland Capital Managment
By:
/s/ Xxxxxxx X Xxxxx
Name: Xxxxxxx
X Xxxxx
Title:
Senior Director
TCW Credit Opportunities Fund
L.P.
By: TCW Asset Management Company,
as
Manager
By:
/s/ Xxxxxxx Xxx
Name: Xxxxxxx
Xxx
Title: Senior
Vice President
By:
/s/ G. Xxxxx Xxxxxx
Name G. Xxxxx
Xxxxxx
Title
Senior Vice President
TCW Credit Opportunities Fund
I B L.P.
Teachers Retirement System of
Louisiana
By: TCW Asset Management Company,
as
Manager
By:
/s/ Xxxxxxx Xxx
Name: Xxxxxxx
Xxx
Title: Senior
Vice President
By:
/s/ G. Xxxxx Xxxxxx
Name G. Xxxxx
Xxxxxx
Title
Senior Vice President
TCW Senior Secured
Floating Rate Loan Fund, L.P.
By: TCW Asset Management Company,
as Investment
Advisor
By:
/s/ Xxxxxxx Xxx
Name: Xxxxxxx
Xxx
Title: Senior
Vice President
By:
/s/ G. Xxxxx Xxxxxx
Name G. Xxxxx
Xxxxxx
Title
Senior Vice President
TCW Senior Secured
Loan Fund, L.P.
By: TCW Asset Management Company,
as Investment
Advisor
By:
/s/ Xxxxxxx Xxx
Name: Xxxxxxx
Xxx
Title: Senior
Vice President
By:
/s/ G. Xxxxx Xxxxxx
Name G. Xxxxx
Xxxxxx
Title
Senior Vice President
(Xxxxxxxx
- Bank Loan Account)
By: Xxxxxxxx Capital
Managment, Inc.,
as Investment
Manager
By:
/s/ Xxxxxxx X. Xxxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxxx
Title: Executive
Vice President
Teachers Retirement
System of Louisiana
Teachers Retirement System
of Pennsylvania
(Xxxxxxxx - High Yield Account)
By: Xxxxxxxx Capital
Managment, Inc.,
as Investment
Manager
By:
/s/ Xxxxxxx X. Xxxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxxx
Title: Executive
Vice President
By: Xxxxxxxx Capital
Managment, Inc.,
as Investment
Manager
By:
/s/ Xxxxxxx X. Xxxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxxx
Title: Executive
Vice President
Trustmark Insurance
Company
By: Xxxxxxxx Capital
Managment, Inc.,
as Investment
Advisor
By:
/s/ Xxxxxxx X. Xxxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxxx
Title: Executive
Vice President
VELOCITY CLO
LIMITED
VERITAS CLO I,
LTD
By: TCW Asset Management Company,
as Collateral
Manager
By:
/s/ Xxxxxxx Xxx
Name: Xxxxxxx
Xxx
Title: Senior
Vice President
By:
/s/ G. Xxxxx Xxxxxx
Name G. Xxxxx
Xxxxxx
Title
Senior Vice President
By:
/s/ Xxxxxx X Xxxxxxx
Name: Xxxxxx
X. Xxxxxxx
Title: Managing
Director
KDP Asset Management for
Xxxxxxxx Xxxxxx
Martial Trust
By:
/s/ Xxxxx X. News
Name: Xxxxx
X. News
Title: Sr.
Portfolio Manager
By:
/s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Attorney-in-Fact
By:
/s/ Xxxxxx Xxxxxxx
Name: Xxxxxx
Xxxxxxx
Title: Managing
Director
VITESSE CLO LTD.
By: TCW Asset Management Company,
as Portofolio
Manager
By:
/s/ Xxxxxxx Xxx
Name: Xxxxxxx
Xxx
Title: Senior
Vice President
By:
/s/ G. Xxxxx Xxxxxx
Name G. Xxxxx
Xxxxxx
Title
Senior Vice President
WEST BEND MUTUAL INSURANCE
COMPANY
By: TCW Asset Management Company,
as Investment
Advisor
By:
/s/ Xxxxxxx Xxx
Name: Xxxxxxx
Xxx
Title: Senior
Vice President
By:
/s/ G. Xxxxx Xxxxxx
Name G. Xxxxx
Xxxxxx
Title
Senior Vice President
Westchester CLO,
Ltd.
By Highland Capital
Managment, L.P.,
As Colleratal
Manager
By Strand Advisors
Inc, Its General Partner
By: /s/ Xxxxxxx
Xxxxxx
Name: Xxxxxxx
Xxxxxx
Title:
Secretary Strand Advisors, Inc.
General
Partner, Highland Capital
Managment
