WAIVER AND AMENDMENT
EXECUTION COPY
WAIVER
AND AMENDMENT, dated as of August 17, 2009 (this “Waiver and
Amendment”), to the Credit Agreement, dated as of March 2, 2007 (the
“Credit
Agreement”), among RDA HOLDING CO., a Delaware corporation (“Holdings”), THE
READER’S DIGEST ASSOCIATION, INC., a Delaware Corporation (the “Company”), the
Overseas Borrowers from time to time party thereto, including RD GERMAN HOLDINGS
GMBH (the “German
Borrower”), each lender from time to time party thereto (collectively,
the “Lenders”),
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”), and the other agents parties thereto.
W I T N E
S S E T H:
WHEREAS,
pursuant to the Credit Agreement, the Lenders have extended credit to the
Borrowers on the terms set forth in the Credit Agreement;
WHEREAS,
the Company has notified the Administrative Agent that Holdings, the Company and
the U.S. Guarantors listed in Schedule I attached
hereto (collectively, the “Proposed Filing
Entities” or the “Debtors”) are
considering filing voluntary petitions with the United States Bankruptcy Court
for the Southern District of New York or any other United States Bankruptcy
Court acceptable to the Administrative Agent (the “Bankruptcy Court”)
initiating proceedings under Chapter 11 of the Bankruptcy Code (collectively,
the “Bankruptcy
Filings”);
WHEREAS,
the Company also has notified the Administrative Agent that, in the event of a
Bankruptcy Filing, the Company does not intend that the German Borrower and the
Overseas Guarantors listed on Schedule II attached
hereto (the “Non-Debtor
Guarantors” and, together with the German Borrower, the “Non-Debtor Obligors”)
will be debtors or debtors-in-possession in the Bankruptcy Filings;
WHEREAS,
pursuant to Section 8.06 of the Credit Agreement, upon the Bankruptcy Filings,
the CAM Exchange Date will occur, resulting in the outstanding amount of the
Euro Term Loans being converted into Dollars and being held by all Lenders in
accordance with their respective CAM Percentages;
WHEREAS,
in the event of the Bankruptcy Filings, the Proposed Filing Entities expect to
enter into a debtor-in-possession credit agreement (any such
debtor-in-possession credit agreement substantially in the form as may be
acceptable to the Administrative Agent (with the consent or non-objection of the
Required Lenders), as the same may be amended, supplemented or otherwise
modified from time to time, including any renewal or extension thereof, the
“DIP Credit
Agreement”);
WHEREAS,
the Company has notified the Administrative Agent that certain Defaults and
Events of Default (in addition to, in certain circumstances, acceleration of the
Obligations) may in the future occur as a result of:
(i) any
of the Bankruptcy Filings,
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(ii) the
execution, delivery, filing, performance and compliance with terms of the DIP
Credit Agreement and the various instruments, documents and agreements to be
entered into in connection therewith in form and substance satisfactory to the
Administrative Agent (collectively, the “DIP Loan Documents”)
and any orders entered into by the Bankruptcy Court in form and substance
satisfactory to the Administrative Agent (the “Orders” and,
collectively with the DIP Loan Documents, the “DIP Documents”) by
Holdings and its Subsidiaries party to the DIP Loan Documents,
(iii) any
default or acceleration of the obligations under the Indenture, dated as of
March 2, 2007, among the Company, the Guarantors named thereto, and The Bank of
New York as Trustee, relating to the 9% Senior Subordinated Notes due 2017 (the
“2017 Notes”)
so long as the holders of the 2017 Notes are not permitted, by operation of Law
or contract, to exercise remedies with respect to Indebtedness owing thereunder
or collateral pledged in support thereof, and
(iv) the
occurrence or existence of any other event, fact, change, condition or
circumstance which constitutes a breach, Default or Event of Default under the
Loan Documents (excluding any breach, Default or Event of Default under (A)
Section 8.01(a) (Non-Payment) of the Credit Agreement as it relates to the
Obligations of the Non-Debtor Obligors in respect of the Euro Term Loans; (B)
Section 8.01(c) (Other Defaults) of the Credit Agreement, to the extent that
such breach, Default or Event of Default has not been as a result of compliance
with applicable law or compliance with or performance under the DIP Documents,
and only to the extent that such occurrence or existence is determined to have
arisen from a failure of Holdings or the Company to cause compliance by any of
the Restricted Subsidiaries that are not Debtors with Section 6.10 (Covenant to
Guarantee Obligations and Give Security), Section 6.12 (Further Assurances),
Section 6.15 (Designation of Subsidiaries) or Section 6.16 (Ownership of
Overseas Borrowers); or (C) Section 8.01(j) (Invalidity of
Collateral Documents) or Section 8.01(l) (Liens on Collateral) of the
Credit Agreement but only to the extent that such breach, Default or Event of
Default is determined to have occurred and be continuing as a result of the
actions (or non-action) of the Restricted Subsidiaries that are not Debtors);
provided that
such breach, Default or Event of Default does not constitute an Event of Default
under the DIP Documents that is continuing and has not been waived by the
requisite parties under the DIP Documents (the events in clauses (i) through
(iv) collectively, the “Specified Events of
Default”);
WHEREAS,
notwithstanding the Specified Events of Default, the Loan Parties have
requested, and the Required Lenders party to this Waiver and Amendment have
consented, until the Waiver Termination Date (as defined below), to waive
certain provisions of the Credit Agreement but only on the terms and conditions
set forth herein; and
WHEREAS,
the Loan Parties and the Required Lenders party to this Waiver and Amendment
have agreed to amend certain provisions of the Credit Agreement but only on the
terms and conditions set forth herein.
NOW,
THEREFORE, the parties hereto hereby agree as follows:
1. Waiver. Subject
to the terms and conditions set forth herein and notwithstanding anything in the
Loan Documents to the contrary, effective until the Waiver Termination Date, the
Lenders hereby waive any existing or future Default or Event of Default caused
by any Specified Event of Default (which shall be deemed not to be continuing
for all purposes of the Loan Documents), in each case solely in respect of the
Obligations of the Non-Debtor Obligors. For the avoidance of doubt,
this Waiver and Amendment shall not affect the operation of the CAM as set forth
in Section 8.06 of the Credit Agreement.
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2. DIP
Consent. Subject to the terms and conditions set forth herein,
the Lenders consent to the execution, delivery and performance of, and
compliance with the terms by, each Loan Party (or Subsidiary of a Loan Party) of
the DIP Loan Documents and the performance of and compliance with the terms of
the Orders.
3. Amendments. The
Credit Agreement is hereby amended as follows:
(a) by
deleting in its entirety the proviso immediately following clause (d) in Section
8.02 of the Credit Agreement solely with respect to the Euro Term Loans and
related Obligations;
(b) by
deleting clause (a) of the definition of “Applicable Rate” in its entirety and
inserting in lieu thereof the following:
“(a) (i)
with respect to U.S. Term Loans, (A) for Eurocurrency Rate Loans, 2.00% and (B)
for Base Rate Loans, 1.00%, and (ii) with respect to Euro Term Loans, (A) for
Eurocurrency Rate Loans, 3.50% and (B) for Base Rate Loans, 2.50%”;
(c) by adding
the following proviso to the end of the definition of “Eurocurrency
Rate”:
“provided that, in the
case of the Euro Term Loans, in no event shall the Eurocurrency Rate be less
than 3.50%”; and
(d) by
deleting the second paragraph of Section 8.06 of the Credit Agreement in its
entirety.
For the
avoidance of doubt, for so long as no Waiver Termination Date has occurred, the
Default Rate shall not apply to the Euro Term Loans solely by virtue of the
existence of any Default or Event of Default that is waived pursuant to Section
1.
4. Conditions to
Effectiveness. This Waiver and Amendment shall become
effective on the date (the “Waiver and Amendment
Effective Date”) on which:
(a) with
respect to the waiver contained in Section 1 relating to the Bankruptcy Filings
and the amendments contained in Section 3, the Administrative Agent shall have
received counterparts of this Waiver duly executed by the Company and the
Required Lenders; and
(b) with
respect to the waiver contained in Section 1 relating to any Specified Events of
Default other than the Bankruptcy Filings, the conditions in clause (a) above
shall have been satisfied, the Bankruptcy Filings shall have occurred, an Order
shall have been entered into by the Bankruptcy Court approving the DIP Loan
Documents and the entering into of the DIP Loan Documents, and the DIP Credit
Agreement shall have become effective in accordance with its terms.
For the
avoidance of doubt, after the conditions set forth in clause (a) above have been
satisfied and so long as the Waiver Termination Date shall not have occurred,
the Bankruptcy Filings shall not result in the acceleration of the Euro Term
Loans pursuant to Section 8.02 of the Credit Agreement.
5. Waiver Termination
Events. Notwithstanding the foregoing, the waiver in Section 1
shall immediately terminate (the date of such termination, the “Waiver Termination
Date”) upon the occurrence of any of the following events (each a “Waiver Termination
Event”):
(a) the DIP
Credit Agreement is not entered into within 20 days of the date
hereof;
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(b) the
occurrence of the “Termination Date” as defined in the DIP Credit Agreement, as
the same may be renewed or extended from time to time in accordance with its
terms;
(c) the
obligations under the DIP Credit Agreement shall have been accelerated and shall
have become due and payable prior to the stated maturity date (as extended, if
applicable); or
(d) the
occurrence and the continuation of an Event of Default as defined in the DIP
Credit Agreement to the extent, and only to the extent, that the Required
Lenders have notified the Company in writing of their determination to terminate
such waiver (it being understood that the Required Lenders may make such
determination in their sole discretion);
provided, that in the
case of any Waiver Termination Event, solely with respect to the Euro Term Loan,
the Lenders party hereto agree that they shall, for a period of 25 days
following such Waiver Termination Event, abstain from exercising any enforcement
actions against the German Borrower and the Overseas Guarantors (it being
understood and agreed that this shall not, for the avoidance of doubt, limit the
right of the Administrative Agent and the Lenders to accelerate the Euro Term
Loan prior to the end of such 25-day period).
6. Going Concern
Statement. Without assuming any liability or assuming any obligation with
respect to the German Borrower, Holdings or any Subsidiary of Holdings, the
Administrative Agent and the Lenders, as of the date hereof and based on the
information available to them, are approving this Waiver and Amendment on the
belief that it is in the best interest of all parties hereto that a
restructuring solution for Holdings and its Subsidiaries be reached that would
enable the German Borrower to continue as a going concern. For the
avoidance of doubt, this statement does not affect any of the rights of the
Administrative Agent and the Lenders under the Credit Agreement as amended by
this Waiver and Amendment.
7. Representation and
Warranties. After giving effect to the waivers and amendments
contained herein, on the Waiver and Amendment Effective Date, each of Holdings
and the Company hereby confirms that the representations and warranties set
forth in Section 5 of the Credit Agreement are true and correct in all material
respects on and as of the Waiver and Amendment Effective Date with the same
effect as though made on and as of the Waiver and Amendment Effective Date,
except to the extent such representations and warranties expressly relate to an
earlier date (in which case such representations and warranties were true and
correct in all material respects as of such earlier date).
8. Continuing Effect; No Other
Waivers or Amendments. This Waiver and Amendment shall
not constitute an amendment or waiver of or consent to any provision of the
Credit Agreement or the other Loan Documents except as expressly stated herein
and shall not be construed as an amendment, waiver or consent to any action on
the part of the Loan Parties or their respective Subsidiaries that would require
an amendment or waiver of any Loan Document or the consent of the Administrative
Agent or the Lenders except as expressly stated herein. Except as expressly
waived or amended hereby, the provisions of the Credit Agreement and the other
Loan Documents are and shall remain in full force and effect in accordance with
their terms.
9. Counterparts. This
Waiver and Amendment may be executed in any number of separate counterparts by
the parties hereto (including by telecopy or via electronic mail), each of which
counterparts when so executed shall be an original, but all the counterparts
shall together constitute one and the same instrument.
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10. Payment of Fees and
Expenses. The Loan Parties agree to pay or reimburse the
Administrative Agent for all of its reasonable out-of-pocket costs and
reasonable expenses incurred in connection with this Waiver and Amendment, any
other documents prepared in connection herewith and the transactions
contemplated hereby, including, without limitation, the reasonable fees, charges
and disbursements of counsel to the Administrative Agent.
11. GOVERNING
LAW. THIS WAIVER AND AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS WAIVER AND AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
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IN
WITNESS WHEREOF, the parties hereto have caused this Waiver and Amendment to be
executed and delivered by their respective duly authorized officers as of the
date first above written.
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RDA
HOLDING CO.
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By: /s/
Xxxxxx Xxxxxxxx
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Name: Xxxxxx
Xxxxxxxx
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Title: Senior
Vice President, Chief Financial
Officer &
Treasurer
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THE
READER'S DIGEST ASSOCIATION, INC.
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By: /s/
Xxxxxx Xxxxxxxx
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Name: Xxxxxx
Xxxxxxxx
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Title: Senior
Vice President & Chief Financial
Officer
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JPMORGAN
CHASE BANK, N.A., as Administrative Agent and as a
Lender
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By: /s/
Xxxxxxxxx X. Xxxxxx
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Name: Xxxxxxxxx X.
Xxxxxx
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Title: Managing
Director
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Malibu
CFPI Loan Funding LLC
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By: /s/
Xxxx Xxxxxx
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Name: Xxxx
Xxxxxx
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Title: Attorney-in-Fact
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Pinehurst
Trading, Inc.
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By: /s/
Xxxxx Xxx
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Name: Xxxxx
Xxx
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Title: Assistant
Vice President
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Saturn
CLO, LTD.
By:
AIG Global Investment Corp., As Collateral Manager
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By: /s/
Xxxxxx X. Oh
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Name: Xxxxxx
X. Oh
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Title: Managing
Director
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American
International Group, Inc.
By:
AIG Global Investment Corp., Its Investment Adviser
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By: /s/
Xxxxxx X. Oh
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Name: Xxxxxx X.
Oh
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Title: Managing
Director
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Euro
Galaxy II CLO BV
By:
AIG Global Investment Corp. (Europe) Ltd.
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By: /s/
Xxxxxx X. Oh
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Name: Xxxxxx X.
Oh
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Title: Authorized
Signatory
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Euro
Galaxy CLO BV
By:
AIG Global Investment Corp. Europe (Ltd.)
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By: /s/
Xxxxxx X. Oh
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Name: Xxxxxx X.
Oh
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Title: Authorized
Signatory
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Galaxy
V CLO, LTD
By:
AIG Global Investment Corp., Its Collateral Manager
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By: /s/
Xxxxxx X. Oh
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Name: Xxxxxx X.
Oh
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Title: Managing
Director
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Galaxy
VI CLO, Ltd.
By:
AIG Global Investment Corp., Its Collateral Manager
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By: /s/
Xxxxxx X. Oh
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Name: Xxxxxx X.
Oh
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Title: Managing
Director
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Galaxy
VII CLO, LTD.
By:
AIG Global Investment Corp. As Collateral Manager
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By: /s/
Xxxxxx X. Oh
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Name: Xxxxxx X.
Oh
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Title: Managing
Director
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Galaxy
VIII CLO, LTD.
By:
AIG Global Investment Corp. As Collateral Manager
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By: /s/
Xxxxxx X. Oh
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Name: Xxxxxx X.
Oh
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Title: Managing
Director
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Northwoods
Capital IV, Limited
By: Xxxxxx,
Xxxxxx & Co., L.P. As Collateral Manager
Northwoods
Capital V, Limited
By: Xxxxxx,
Xxxxxx & Co., L.P. As Collateral Manager
Northwoods
Capital VI, Limited
By: Xxxxxx,
Xxxxxx & Co., L.P. As Collateral Manager
Northwoods
Capital VII, Limited
By: Xxxxxx,
Xxxxxx & Co., L.P. As Collateral Manager
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By: /s/Xxxxx
Xxxxxx
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Name: Xxxxx
Xxxxxx
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Title: Managing
Director
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ARES
ENHANCED LOAN INVESMENT STRATEGY II, LTD.
By: Ares
Enhanced Loan Management II, L.P., Investment Manager
By: Ares
Enhanced Loan XX XX, LLC, Its General Partner
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Ares
IIR CLO Ltd.
By: Ares
CLO Management IIR, L.P., Investment Manager
By: Ares
CLO GP IIR, LLC, Its General Partner
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By: /s/
Xxxxxxx Xxxxxxxx
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By: /s/
Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx
Xxxxxxxx
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Name: Xxxxxxx
Xxxxxxxx
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Title: Authorized
Signatory
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Title: Authorized
Signatory
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Ares
VII CLO Ltd.
By: Ares
CLO Management VII, L.P., Investment Manager
By: Ares
CLO GP VII, LLC, Its General Partner
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Ares
VIII CLO Ltd.
By: Ares
CLO Management VIII, L.P., Investment Manager
By: Ares
CLO GP VIII, LLC Its General Partner
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By: /s/
Xxxxxxx Xxxxxxxx
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By: /s/
Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx
Xxxxxxxx
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Name: Xxxxxxx
Xxxxxxxx
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Title: Authorized
Signatory
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Title: Authorized
Signatory
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ARES
ENHANCED LOAN INVESTMENT STRATEGY III, LTD.
By: ARES
ENHANCED LOAN MANAGEMENT III, L.P.
By: ARES
ENHANCED LOAN III GP, LLC, ITS GENERAL PARTNER
By: ARES
MANAGEMENT LLC, ITS MANAGER
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ARES
XII CLO LTD.
By: ARES
CLO MANAGEMENT XII, L.P.
By: ARES
CLO GP XII, LLC, ITS GENERAL PARTNER
By: ARES
MANAGEMENT LLC, ITS MANAGER
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By: /s/
Xxxxxxx Xxxxxxxx
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By: /s/
Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx
Xxxxxxxx
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Name: Xxxxxxx
Xxxxxxxx
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Title: Authorized
Signatory
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Title: Authorized
Signatory
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ARES
IIIR/IVR CLO LTD.
By: ARES
CLO MANAGEMENT IIIR/IVR, L.P.
By: ARES
CLO GP IIIR/IVR, LLC, ITS GEENRAL PARTNER
By: ARES
MANAGEMENT LLC, ITS MANAGER
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Ares
VR CLO Ltd.
By: Ares
CLO Management VR, L.P., Investment Manager
By: Ares
CLO GP VR, LLC, Its General Partner
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By: /s/
Xxxxxxx Xxxxxxxx
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By: /s/
Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx
Xxxxxxxx
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Name: Xxxxxxx
Xxxxxxxx
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Title: Authorized
Signatory
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Title: Authorized
Signatory
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Ares
VIR CLO Ltd.
By: Ares
CLO Management VIR, L.P., Investment Manager
By: Ares
CLO GP VIR, LLC, Its General Partner
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Ares
IX CLO Ltd.
By: Ares
CLO Management IX, L.P., Investment Manager
By: Ares
CLO GP IX, LLC, Its General Partner
By: Ares
Management LLC, Its Managing Member
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By: /s/
Xxxxxxx Xxxxxxxx
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By: /s/
Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx
Xxxxxxxx
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Name: Xxxxxxx
Xxxxxxxx
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Title: Authorized
Signatory
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Title: Authorized
Signatory
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Ares
X CLO Ltd.
By: Ares
CLO Management X, L.P., Investment Manager
By: Ares
CLO GP X, LLC, Its General Partner
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ARES
XI CLO Ltd.
By: ARES
CLO MANAGEMENT XI, L.P.
By: ARES
CLO GP XI, LLC, Its General Partner
By: ARES
MANAGEMENT LLC, Its Manager
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By: /s/
Xxxxxxx Xxxxxxxx
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By: /s/
Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx
Xxxxxxxx
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Name: Xxxxxxx
Xxxxxxxx
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Title: Authorized
Signatory
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Title: Authorized
Signatory
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CANPARTNERS
INVESTMENTS IV, LLC, a California limited liability company
By: CANYON
CAPITAL ADVISORS LLC, a Delaware limited liability company, its
Manager
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By: /s/
Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X.
Xxxxx
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Title: Co-Chairman
and Co-CEO
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Canyon
Capital CLO 2004-1, LTD.
Canyon
Capital CLO 2006-1, LTD.
Canyon
Capital CLO 2007-1, LTD.
BY: Canyon
Capital Advisors LLC, a Delaware Limited Liability Company, their
Collateral Manager
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By: /s/
Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx
X. Xxxxxxx
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Title: Authorized
Signatory
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CANYON
SPECIAL OPPORTUNITIES MASTER FUND (CAYMAN), LTD.,
an Exempted Company incorporated
in the
Cayman Islands with limited
liability
By: CANYON
CAPITAL ADVISORS LLC, its investment Advisor
A Delaware limited liability
company, its
Investment
Advisor
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By: /s/
Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X.
Xxxxx
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Title: Co-Chairman
and Co-CEO
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Carlyle
Credit Partners Financing I, LTD.
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By: /s/
Xxxxx Xxxx
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Name: Xxxxx
Xxxx
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Title: Managing
Director
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Carlyle
High Yield Partners IV, Ltd.
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By: /s/
Xxxxx Xxxx
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Name: Xxxxx
Xxxx
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Title: Managing
Director
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Carlyle
High Yield Partners X, Ltd.
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By: /s/
Xxxxx Xxxx
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Name: Xxxxx
Xxxx
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Title: Managing
Director
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Carlyle
High Yield Partners IX, Ltd.
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By: /s/
Xxxxx Xxxx
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Name: Xxxxx
Xxxx
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Title: Managing
Director
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Carlyle
High Yield Partners VIII Ltd.
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By: /s/
Xxxxx Xxxx
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Name: Xxxxx
Xxxx
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Title: Managing
Director
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Carlyle
High Yield Partners VII, Ltd.
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By: /s/
Xxxxx Xxxx
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Name: Xxxxx
Xxxx
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Title: Managing
Director
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Carlyle
High Yield Partners VI, Ltd.
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By: /s/
Xxxxx Xxxx
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Name: Xxxxx
Xxxx
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Title: Managing
Director
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Chatham
Asset High Yield Master Fund, Ltd.
By: Chatham
Asset Management, LLC Investment Advisor
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By: /s/
Xxxxx X’Xxxxxx
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Name: Xxxxx
X’Xxxxxx
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Title: Member
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Chatham
Asset Leverage Loan Offshore Fund, Ltd.
By: Chatham
Asset Management, LLC Investment Advisor
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By: /s/
Xxxxx X’Xxxxxx
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Name: Xxxxx
X’Xxxxxx
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Title: Member
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XXXXXXXX
XXXXX XXXXXXX, INC.
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By: /s/
Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx
X. Xxxxxx
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Title: Managing
Director
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Contrarian
Funds LLC
By
Contrarian Capital Management L.L.C. as manager, as a
Lender
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By: /s/
Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X.
Xxxxxxx
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Title: Member
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Atrium
V
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By: /s/
Xxxxx X. Xxxx
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Name: Xxxxx X.
Xxxx
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Title: Authorized
Signatory
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Atrium
VI
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By: /s/
Xxxxx X. Xxxx
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Name: Xxxxx X.
Xxxx
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Title: Authorized
Signatory
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Xxxxxxx
Xxxxxx CLO II B.V.
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By: /s/
Xxxxxxx Xxxxxx
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Name: Xxxxxxx
Xxxxxx
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Title: Vice
President
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By: /s/
Xxxxxx Xxxxxx
|
|
|
Name: Xxxxxx
Xxxxxx
|
|
|
Title: Vice
President
|
|
00
|
Xxxxxxx
Xxxxxx CLO III B.V.
|
|
|
By: /s/
Xxxxxxx Xxxxxx
|
|
|
Name: Xxxxxxx
Xxxxxx
|
|
|
Title: Vice
President
|
|
By: /s/
Xxxxxx Xxxxxx
|
|
|
Name: Xxxxxx
Xxxxxx
|
|
|
Title: Vice
President
|
|
00
|
Xxxxxxx
Xxxxxx CLO IV B.V.
|
|
|
By: /s/
Xxxxxxx Xxxxxx
|
|
|
Name: Xxxxxxx
Xxxxxx
|
|
|
Title: Vice
President
|
|
By: /s/
Xxxxxx Xxxxxx
|
|
|
Name: Xxxxxx
Xxxxxx
|
|
|
Title: Vice
President
|
|
38
|
Castle
Garden Funding
|
|
|
By: /s/
Xxxxx X. Xxxx
|
|
|
Name: Xxxxx
X. Xxxx
|
|
|
Title: Authorized
Signatory
|
39
|
Credit
Suisse Syndicated Loan Fund
|
|
|
By: /s/
Xxxxx X. Xxxx
|
|
|
Name: Xxxxx
X. Xxxx
|
|
|
Title: Authorized
Signatory
|
40
|
CSAM
Funding III
|
|
|
By: /s/
Xxxxx X. Xxxx
|
|
|
Name: Xxxxx X.
Xxxx
|
|
|
Title: Authorized
Signatory
|
41
|
CSAM
Funding IV
|
|
|
By: /s/
Xxxxx X. Xxxx
|
|
|
Name: Xxxxx
X. Xxxx
|
|
|
Title: Authorized
Signatory
|
42
|
Madison
Park Funding I, Ltd.
|
|
|
By: /s/
Xxxxx X. Xxxx
|
|
|
Name: Xxxxx
X. Xxxx
|
|
|
Title: Authorized
Signatory
|
43
|
Madison
Park Funding II, Ltd.
|
|
|
By: /s/
Xxxxx X. Xxxx
|
|
|
Name: Xxxxx
X. Xxxx
|
|
|
Title: Authorized
Signatory
|
44
|
Madison
Park Funding III, Ltd.
|
|
|
By: /s/
Xxxxx X. Xxxx
|
|
|
Name: Xxxxx
X. Xxxx
|
|
|
Title: Authorized
Signatory
|
45
|
Madison
Park Funding IV, Ltd.
|
|
|
By: /s/
Xxxxx X. Xxxx
|
|
|
Name: Xxxxx
X. Xxxx
|
|
|
Title: Authorized
Signatory
|
46
|
Madison
Park Funding V, Ltd.
|
|
|
By: /s/
Xxxxx X. Xxxx
|
|
|
Name: Xxxxx
X. Xxxx
|
|
|
Title: Authorized
Signatory
|
47
|
Madison
Park Funding VI, Ltd.
|
|
|
By: /s/
Xxxxx X. Xxxx
|
|
|
Name: Xxxxx
X. Xxxx
|
|
|
Title: Authorized
Signatory
|
48
|
Credit
Suisse Loan Funding LLC
|
|
|
By: /s/
Xxxxxx Xxxxxx
|
|
|
Name: Xxxxxx
Xxxxxx
|
|
|
Title: Director
|
|
By: /s/
Xxxxxx Xxxx
|
|
|
Name: Xxxxxx
Xxxx
|
|
|
Title: Authorized
Signatory
|
|
49
|
DK
Acquisition Partners, L.P.
By: X.X.
Xxxxxxxx & Co., Its General Partner
|
|
|
By: /s/
Xxx Xxxxxxxx
|
|
|
Name: Xxx
Xxxxxxxx
|
|
|
Title: General
Partner
|
50
|
Big
Sky III Senior Loan Trust
By: Xxxxx
Xxxxx Management As Investment Advisor
|
|
|
By: /s/
Xxxxxxx Xxxxxxx
|
|
|
Name: Xxxxxxx
Xxxxxxx
|
|
|
Title: Vice
President
|
51
|
Xxxxx
Xxxxx CFO IX Ltd.
By: Xxxxx
Xxxxx Management as Investment Advisor
|
|
|
By: /s/
Xxxxxxx Xxxxxxx
|
|
|
Name: Xxxxxxx
Xxxxxxx
|
|
|
Title: Vice
President
|
52
|
Xxxxx
Xxxxx CDO VII PLC
By: Xxxxx
Xxxxx Management as Interim Investment Advisor
|
|
|
By: /s/
Xxxxxxx Xxxxxxx
|
|
|
Name: Xxxxxxx
Xxxxxxx
|
|
|
Title: Vice
President
|
53
|
Xxxxx
Xxxxx CDO VIII PLC
By: Xxxxx
Xxxxx Management as Investment Advisor
|
|
|
By: /s/
Xxxxxxx Xxxxxxx
|
|
|
Name: Xxxxxxx
Xxxxxxx
|
|
|
Title: Vice
President
|
54
|
Xxxxx
Xxxxx CDO X PLC
By: Xxxxx
Xxxxx Management as Investment Advisor
|
|
|
By: /s/
Xxxxxxx Xxxxxxx
|
|
|
Name: Xxxxxxx
Xxxxxxx
|
|
|
Title: Vice
President
|
55
|
Xxxxx
Xxxxx Floating-Rate Income Trust
By: Xxxxx
Xxxxx Management as Investment Advisor
|
|
|
By: /s/
Xxxxxxx Xxxxxxx
|
|
|
Name: Xxxxxxx
Xxxxxxx
|
|
|
Title: Vice
President
|
56
|
Xxxxxxx
& Co.
By: Boston
Management and Research as Investment Advisor
|
|
|
By: /s/
Xxxxxxx Xxxxxxx
|
|
|
Name: Xxxxxxx
Xxxxxxx
|
|
|
Title: Vice
President
|
57
|
Xxxxx
Xxxxx Institutional Senior Loan Fund
By: Xxxxx
Xxxxx Management as Investment Advisor
|
|
|
By: /s/
Xxxxxxx Xxxxxxx
|
|
|
Name: Xxxxxxx
Xxxxxxx
|
|
|
Title: Vice
President
|
58
|
Xxxxx
Xxxxx Limited Duration Income Fund
By: Xxxxx
Xxxxx Management as Investment Advisor
|
|
|
By: /s/
Xxxxxxx Xxxxxxx
|
|
|
Name: Xxxxxxx
Xxxxxxx
|
|
|
Title: Vice
President
|
59
|
Xxxxx
Xxxxx Loss Opportunities Fund, LTD
By: Xxxxx
Xxxxx Management as Investment Advisor
|
|
|
By: /s/
Xxxxxxx Xxxxxxx
|
|
|
Name: Xxxxxxx
Xxxxxxx
|
|
|
Title: Vice
President
|
60
|
Xxxxx
Xxxxx Medallion Floating-Rate Income Portfolio
By: Xxxxx
Xxxxx Management as Investment Advisor
|
|
|
By: /s/
Xxxxxxx Xxxxxxx
|
|
|
Name: Xxxxxxx
Xxxxxxx
|
|
|
Title: Vice
President
|
61
|
Senior
Debt Portfolio
By: Boston
Management and Research as Investment Advisor
|
|
|
By: /s/
Xxxxxxx Xxxxxxx
|
|
|
Name: Xxxxxxx
Xxxxxxx
|
|
|
Title: Vice
President
|
62
|
Xxxxx
Xxxxx Senior Floating-Rate Trust
By: Xxxxx
Xxxxx Management as Investment Advisor
|
|
|
By: /s/
Xxxxxxx Xxxxxxx
|
|
|
Name: Xxxxxxx
Xxxxxxx
|
|
|
Title: Vice
President
|
63
|
Xxxxx
Xxxxx Short Duration Diversified Income Fund
By: Xxxxx
Xxxxx Management as Investment Advisor
|
|
|
By: /s/
Xxxxxxx Xxxxxxx
|
|
|
Name: Xxxxxxx
Xxxxxxx
|
|
|
Title: Vice
President
|
64
|
Xxxxx
Xxxxx VT Floating-Rate Income Fund
By: Xxxxx
Xxxxx Management as Investment Advisor
|
|
|
By: /s/
Xxxxxxx Xxxxxxx
|
|
|
Name: Xxxxxxx
Xxxxxxx
|
|
|
Title: Vice
President
|
00
|
XXX
XXXXXXXXXXX XXXX, XXX XXXX BRANCH, through State Street Bank and Trust
Company N.A. as Fiduciary Custodian
By: Xxxxx
Xxxxx Management, Attorney-in-Fact
|
|
|
By: /s/
Xxxxxxx Xxxxxxx
|
|
|
Name: Xxxxxxx
Xxxxxxx
|
|
|
Title: Vice
President
|
66
|
Xxxxx
Xxxxx Senior Income Trust
By: Xxxxx
Xxxxx Management As Investment Advisor
|
|
|
By: /s/
Xxxxxxx Xxxxxxx
|
|
|
Name: Xxxxxxx
Xxxxxxx
|
|
|
Title: Vice
President
|
67
|
General
Electric Capital Corporation
|
|
|
By: /s/
Xxxxx Xxxx
|
|
|
Name: Xxxxx
Xxxx
|
|
|
Title: Duly
Authorized Signatory
|
68
|
GN3
SIP Limited
By: GoldenTree
Asset Management, LP
|
|
|
By: /s/
Xxxxx Xxxxx
|
|
|
Name: Xxxxx
Xxxxx
|
|
|
Title: Authorized
Signatory
|
69
|
GoldenTree
2004 Trust
By: GoldenTree
Asset Management, LP
|
|
|
By: /s/
Xxxxx Xxxxx
|
|
|
Name: Xxxxx
Xxxxx
|
|
|
Title: Authorized
Signatory
|
70
|
GoldenTree
Credit Opportunities Financing I, Limited
By: GoldenTree
Asset Management, LP
|
|
|
By: /s/
Xxxxx Xxxxx
|
|
|
Name: Xxxxx
Xxxxx
|
|
|
Title: Authorized
Signatory
|
71
|
GoldenTree
Credit Opportunities Master Fund, Ltd.
By: GoldenTree
Asset Management, LP
|
|
|
By: /s/
Xxxxx Xxxxx
|
|
|
Name: Xxxxx
Xxxxx
|
|
|
Title: Director
– Bank Debt
|
72
|
GoldenTree
Credit Opportunities Second Financing, Limited
By: GoldenTree
Asset Management, LP
|
|
|
By: /s/
Xxxxx Xxxxx
|
|
|
Name: Xxxxx
Xxxxx
|
|
|
Title: Authorized
Signatory
|
73
|
GoldenTree
Leverage Loan Financing I, Limited
By: GoldenTree
Leverage Loan Manager, LLC
|
|
|
By: /s/
Xxxxx Xxxxx
|
|
|
Name: Xxxxx
Xxxxx
|
|
|
Title: Authorized
Signatory
|
74
|
GoldenTree
Loan Opportunities III, Limited
By: GoldenTree
Asset Management, LP
|
|
|
By: /s/
Xxxxx Xxxxx
|
|
|
Name: Xxxxx
Xxxxx
|
|
|
Title: Authorized
Signatory
|
75
|
GoldenTree
Loan Opportunities IV, Limited
By: GoldenTree
Asset Management, LP
|
|
|
By: /s/
Xxxxx Xxxxx
|
|
|
Name: Xxxxx
Xxxxx
|
|
|
Title: Authorized
Signatory
|
76
|
GoldenTree
Loan Opportunities V, Limited
By: GoldenTree
Asset Management, LP
|
|
|
By: /s/
Xxxxx Xxxxx
|
|
|
Name: Xxxxx
Xxxxx
|
|
|
Title: Authorized
Signatory
|
77
|
NCM
GT 2008-2 LLC
|
|
|
By: /s/
Xxxxxxx Xxxxx
|
|
|
Name: Xxxxxxx
Xxxxx
|
|
|
Title: Authorized
Signatory
|
78
|
XXXX
FORCE 1 CLO, LTD.
By: GSO/Blackstone
Debt Funds Management LLC as Collateral Manager
|
|
|
By: /s/
Xxxxxx X. Xxxxx
|
|
|
Name: Xxxxxx
X. Xxxxx
|
|
|
Title: Authorized
Signatory
|
79
|
XXXX
FORCE 2 CLO, LTD.
By: GSO/Blackstone
Debt Funds Management LLC as Collateral Manager
|
|
|
By: /s/
Xxxxxx X. Xxxxx
|
|
|
Name: Xxxxxx X.
Xxxxx
|
|
|
Title: Authorized
Signatory
|
80
|
XXXX
FORCE 3 CLO, LTD.
By: GSO/Blackstone
Debt Funds Management LLC as Collateral Manager
|
|
|
By: /s/
Xxxxxx X. Xxxxx
|
|
|
Name: Xxxxxx X.
Xxxxx
|
|
|
Title: Authorized
Signatory
|
81
|
LOAN
FUNDING VI LLC for itself or as agent for Corporate Loan Funding VI
LLC
|
|
|
By: /s/
Xxxx X. Xxxxxxx
|
|
|
Name: Xxxx X.
Xxxxxxx
|
|
|
Title: Authorized
Signatory
|
82
|
MONUMENT
PARK CDO LTD.
By: Blackstone
Debt Advisors L.P. as Collateral Manager
|
|
|
By: /s/
Xxxx X. Xxxxxxx
|
|
|
Name: Xxxx X.
Xxxxxxx
|
|
|
Title: Authorized
Signatory
|
83
|
TRIBECA
PARK CLO LTD.
By: GSO
/ Blackstone Debt Funds Management LLC as Collateral
Manager
|
|
|
By: /s/
Xxxxxx X. Xxxxx
|
|
|
Name: Xxxxxx
X. Xxxxx
|
|
|
Title: Authorized
Signatory
|
84
|
XXXXX
XXXXXX XDO LTD.
By: Blackstone
Debt Advisors L.P. as Collateral Manager
|
|
|
By: /s/
Xxxx X. Xxxxxxx
|
|
|
Name: Xxxx X.
Xxxxxxx
|
|
|
Title: Authorized
Signatory
|
85
|
GULF
STREAM-SEXTANT CLO 2007-1 LTD.
By: Gulf
Stream Asset Management, LLC as Collateral Manager
|
|
|
By: /s/
Xxxxx X. Love
|
|
|
Name: Xxxxx X.
Love
|
|
|
Title: Chief
Credit Officer
|
86
|
GULF
STREAM-COMPASS CLO 2009-1 LTD.
By: Gulf
Stream Asset Management, LLC as Collateral Manager
|
|
|
By: /s/
Xxxxx X. Love
|
|
|
Name: Xxxxx X.
Love
|
|
|
Title: Chief
Credit Officer
|
87
|
GULF
STREAM-COMPASS CLO 2002-1 LTD.
By: Gulf
Stream Asset Management, LLC as Collateral Manager
|
|
|
By: /s/
Xxxxx X. Love
|
|
|
Name: Xxxxx
X. Love
|
|
|
Title: Chief
Credit Officer
|
88
|
GULF
STREAM-COMPASS CLO 2004-1 LTD.
By: Gulf
Stream Asset Management, LLC as Collateral Manager
|
|
|
By: /s/
Xxxxx X. Love
|
|
|
Name: Xxxxx
X. Love
|
|
|
Title: Chief
Credit Officer
|
89
|
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
|
90
|
Hartford
Institutional Trust, on behalf of its Floating Rate Bank Loan
Series
By: Hartford
Investment Management Company, its Investment Manager
|
|
|
By: /s/Xxxxxxx
X. Xxxxxxxx
|
|
|
Name: Xxxxxxx
X. Xxxxxxxx
|
|
|
Title: Managing
Director
|
91
|
The
Hartford Mutual Funds, Inc., on behalf of The Hartford Floating Rate
Fund
By: Hartford
Investment Management Company, its Sub-advisor
|
|
|
By: /s/Xxxxxxx
X. Xxxxxxxx
|
|
|
Name: Xxxxxxx X.
Xxxxxxxx
|
|
|
Title: Managing
Director
|
92
|
ING
Investment Management Co.
|
|
|
By: /s/Xxxxxxx
Xxxxx
|
|
|
Name: Xxxxxxx
Xxxxx
|
|
|
Title: Vice
President
|
|
For
the Following:
|
|
|
ING
Investment Management CLO I, Ltd.
ING
Investment Management CLO II, Ltd.
ING
Investment Management CLO III, Ltd.
ING
Investment Management CLO IV, Ltd.
ING
Investment Management CLO I, Ltd.
ING
Investment Management CLO IV Ltd.
ING
International II Senior Bank Loans Euro
ING
International (II) Senior Bank Loans USD
ING
Prime Rate Trust
ING
Senior Income Fund
|
|
93
|
GANNETT
PEAK CLO I, LTD.
By: XxXxxxxxx
Investment Management, LLC, as Investment Manager
|
|
|
By: /s/Xxxxxxxx
X. Xxxx
|
|
|
Name: Xxxxxxxx
X. Xxxx
|
|
|
Title: Vice
President
|
94
|
XXXXXXXXX
LOAN OPPORTUNITY LTD.
By: XxXxxxxxx
Investment Management, LLC, as Investment Manager
|
|
|
By: /s/Xxxxxxxx
X. Xxxx
|
|
|
Name: Xxxxxxxx X.
Xxxx
|
|
|
Title: Vice
President
|
95
|
WIND
RIVER CLO I LTD.
By: XxXxxxxxx
Investment Management, LLC, as Manager
|
|
|
By: /s/Xxxxxxxx
X. Xxxx
|
|
|
Name: Xxxxxxxx X.
Xxxx
|
|
|
Title: Vice
President
|
96
|
WIND
RIVER CLO II – XXXX INVESTORS, LTD.
By: XxXxxxxxx
Investment Management, LLC, as Manager
|
|
|
By: /s/Xxxxxxxx
X. Xxxx
|
|
|
Name: Xxxxxxxx
X. Xxxx
|
|
|
Title: Vice
President
|
97
|
Xxxxxxx
Xxxxx Capital Corporation
|
|
|
By: /s/
Xxxxxxxxx Xxxxxxxx
|
|
|
Name: Xxxxxxxxx
Xxxxxxxx
|
|
|
Title: Vice
President
|
98
|
MetLife
Insurance Company of Connecticut
By: Metropolitan
Life Insurance Company, its investment manager
|
|
|
By: /s/
Reena Pally
|
|
|
Name: Reena
Pally
|
|
|
Title: Director
|
99
|
Clydesdale
CLO 2006, Ltd.
By: Nomura
Corporate Research and Asset Management Inc. as Investment
Manager
|
|
|
By: /s/
Xxxxxx Xxxxxxx
|
|
|
Name: Xxxxxx
Xxxxxxx
|
|
|
Title: Executive
Director
|
100
|
Clydesdale
CLO 2007, Ltd.
By: Nomura
Corporate Research and Asset Management Inc. as Investment
Manager
|
|
|
By: /s/
Xxxxxx Xxxxxxx
|
|
|
Name: Xxxxxx
Xxxxxxx
|
|
|
Title: Executive
Director
|
101
|
Nomura
Bond & loan Fund
By: Mitsubishi
UFJ Trust & Banking Corporation as Trustee
By: Nomura
Corporate Research and Asset Management Inc. Attorney in
Fact
|
|
|
By: /s/
Xxxxxx Xxxxxxx
|
|
|
Name: Xxxxxx
Xxxxxxx
|
|
|
Title: Executive
Director
|
102
|
NCRAM
Senior Loan Trust 2005
By: Nomura
Corporate Research and Asset Management Inc. as Investment
Manager
|
|
|
By: /s/
Xxxxxx Xxxxxxx
|
|
|
Name: Xxxxxx
Xxxxxxx
|
|
|
Title: Executive
Director
|
103
|
Primus
CLO I, Ltd.
By:
Primus Asset Management Its Collateral Manager
|
|
|
By: /s/N.
J. Xxxxxxxx, Jr.
|
|
|
Name: N. J.
Xxxxxxxx, Jr.
|
|
|
Title: PM
|
104
|
Cavalry
CLO I, LTD.
By: Regiment
Capital Management, LLC as its Investment Advisor
|
|
|
By: /s/
Xxxx Xxxxxxxxxx
|
|
|
Name: Xxxx
Xxxxxxxxxx
|
|
|
Title: Authorized
Signatory
|
105
|
Grand
Central Asset Trust REG Series
|
|
|
By: /s/
Xxxx Xxxxxx
|
|
|
Name: Xxxx
Xxxxxx
|
|
|
Title: Attorney-in-Fact
|
106
|
PRESIDENT
& FELLOWS OF HARVARD COLLEGE
By: Regiment
Capital Management, LLC as its Investment Advisor
|
|
|
By: /s/
Xxxx Xxxxxxxxxx
|
|
|
Name: Xxxx
Xxxxxxxxxx
|
|
|
Title: Authorized
Signatory
|
107
|
REGIMENT
CAPITAL LTD
By: Regiment
Capital Management, LLC as its Investment Advisor
|
|
|
By: /s/
Xxxx Xxxxxxxxxx
|
|
|
Name: Xxxx
Xxxxxxxxxx
|
|
|
Title: Authorized
Signatory
|
108
|
XL
Investment Management Ltd.
By: Regiment
Capital Management, LLC as its Investment Advisor
|
|
|
By: /s/
Xxxx Xxxxxxxxxx
|
|
|
Name: Xxxx
Xxxxxxxxxx
|
|
|
Title: Authorized
Signatory
|
109
|
RiverSource
Bond Series, Inc. – RiverSource Floating Rate Fund
|
|
|
By: /s/
Xxxxx X. Xxxxxxx
|
|
|
Name: Xxxxx X.
Xxxxxxx
|
|
|
Title: Assistant
Vice President
|
110
|
Cent
CDO 12 Limited
By: RiverSource
Investments, LLC as Collateral Manager
|
|
|
By: /s/
Xxxxx X. Xxxxxxx
|
|
|
Name: Xxxxx X.
Xxxxxxx
|
|
|
Title: Director
of Operations
|
111
|
Cent
CDO 14 Limited
By: RiverSource
Investments, LLC as Collateral Manager
|
|
|
By: /s/
Xxxxx X. Xxxxxxx
|
|
|
Name: Xxxxx
X. Xxxxxxx
|
|
|
Title: Director
of Operations
|
112
|
Trimaran
CLO VII Ltd.
By: Trimaran
Advisors, L.L.C.
|
|
|
By: /s/
Xxxxxxxx X. Xxxxxxxxxx
|
|
|
Name: Xxxxxxxx X.
Xxxxxxxxxx
|
|
|
Title: Managing
Director
|
113
|
Foothill
CLO 1, Ltd.
By: The
Foothill Group, Inc., as attorney-in-fact
|
|
|
By: /s/
Xxxx Xxxxxxxx
|
|
|
Name: Xxxx
Xxxxxxxx
|
|
|
Title: Managing
Member
|
114
|
The
Foothill Group, Inc.
|
|
|
By: /s/
Xxxx Xxxxxxxx
|
|
|
Name: Xxxx
Xxxxxxxx
|
|
|
Title: Vice
President
|
115
Schudule I
U.S.
GUARANTOR DEBTORS
Alex
Inc.
Xxxxxxxxxx.xxx,
Inc.
Ardee
Music Publishing, Inc.
Christmas
Angel Productions, Inc.
CompassLearning,
Inc.
Direct
Entertainment Media Group, Inc.
Direct
Holdings Americas Inc.
Direct
Holdings Custom Publishing Inc.
Direct
Holdings Customer Service, Inc.
Direct
Holdings Education Inc.
Direct
Holdings Libraries Inc.
Direct
Holdings U.S. Corp.
Funk
& Wagnalls Yearbook Corp.
Xxxxxx
Xxxxxxx, Inc.
Home
Service Publications, Inc..
Pegasus
Asia Investments, Inc.
Pegasus
Investment, Inc.
Pegasus
Sales, Inc.
Pleasantville
Music Publishing, Inc.
R.D.
Manufacturing Corporation
RD Large
Edition, Inc.
RD
Publications, Inc.
RD
Walking, Inc.
RDA Sub
Co.
Reader's
Digest Children's Publishing, Inc.
Reader's
Digest Consumer Services, Inc.
Reader's
Digest Entertainment, Inc.
Reader's
Digest Financial Services, Inc.
Reader's
Digest Latinoamerica, S.A.
Reader's
Digest Sales and Services, Inc.
Reader's
Digest Sub Nine, Inc.
Reader's
Digest Young Families, Inc.
Xxxxxx
Manufacturing, LLC
Xxxxxx
Media Group, Inc.
Retirement
Living Publishing Company, Inc.
Saguaro
Road Records, Inc.
Taste of
Home Media Group, Inc.
Taste of
Home Productions, Inc.
Travel
Publications, Inc.
W.A.
Publications, LLC
WAPLA,
LLC
Weekly
Reader Corporation
Weekly
Reader Custom Publishing, Inc.
World
Almanac Education Group, Inc.
World
Wide Country Tours, Inc.
WRC
Media, Inc.
116
Schedule
II
NON-DEBTOR
OBLIGORS
Verlag
Das Beste GmbH
Das Beste
aus Reader's Digest AG
Pegasus
Medien Produktions-und Vertriebsgesellschaft mbH
Optimail
Direktwerbeservice GmbH
Uitgeversmaatschappij
The Reader's Digest B.V.
117
