AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT
Exhibit 10.19
Execution Version
AMENDMENT NO. 1
TO
This AMENDMENT NO. 1 TO THE CREDIT AND GUARANTY AGREEMENT, dated as of July 14, 2011 (this “Amendment”) is entered into among BRIGHT HORIZONS FAMILY SOLUTIONS LLC, a Delaware limited liability company as successor in interest to Bright Horizons Family Solutions, Inc. (the “Borrower”), BRIGHT HORIZONS CAPITAL CORP. (formerly known as Swingset Holdings Corp.), a Delaware corporation (“Holdings”), and the Lenders party hereto (the “Lenders”), and amends the Credit and Guaranty Agreement, dated as of May 28, 2008 (as amended hereby and as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, Holdings and certain Subsidiaries of the Borrower, as Guarantors, the Lenders, Xxxxxxx Xxxxx Credit Partners L.P., as Syndication Agent, and General Electric Capital Corporation, as Administrative Agent and Collateral Agent. Capitalized terms not otherwise defined in this Amendment have the meanings ascribed to such terms in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Borrower, Holdings, the Guarantors, the Lenders, the Syndication Agent, the Administrative Agent and the Collateral Agent are party to the Credit Agreement;
WHEREAS, in connection with the Specified Acquisition (as defined below), the Borrower desires to amend certain provisions of the Credit Agreement to permit the Specified Acquisition;
WHEREAS, in accordance with Section 10.5 of the Credit Agreement the Requisite Lenders and the Borrower consent to amend the Credit Agreement in accordance with the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises and the covenants and obligations contained herein, the parties hereto agree as follows:
SECTION 1. Amendments to the Credit Agreement
The Credit Agreement is, effective as of the Amendment No. 1 Effective Date (as defined in section 2 below), hereby amended as follows:
(a) Amendments to Section 1 (Definitions and Interpretation). Section 1.1 (Definitions) of the Credit Agreement is hereby amended as follows:
(i) The following definitions are each hereby inserted in Section 1.1 (Definitions) of the Credit Agreement in the appropriate place to preserve the alphabetical order of the definitions contained therein:
AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT
BRIGHT HORIZONS FAMILY SOLUTIONS LLC
“Amendment No. 1” means Amendment No. 1, dated as of July 14, 2011, to this Agreement.
“Amendment No. 1 Effective Date” has the meaning specified in Amendment No. 1.
“Specified Acquisition” means each acquisition by the Borrower or one of its Subsidiaries of (i) initially, not less than 63% of the voting Equity Interests of the Specified Acquisition Target and (ii) at any time following the acquisition referred to in clause (i), all or any portion of the remaining Equity Interests of the Specified Acquisition Target.
“Specified Acquisition Guaranties” means guaranties by Holdings or any of its Subsidiaries of obligations to acquire Equity Interests of the Specified Acquisition Target as described in clause (ii) of the definition of Specified Acquisition.
“Specified Acquisition Target” means a certain company organized under the laws of a member state of the European Economic Area separately identified by the Borrower to the Syndication Agent prior to the Amendment No. 1 Effective Date.
(ii) The definition of “Permitted Acquisition” is hereby amended by:
(1) replacing the words from “means” to and including “provided” with the following:
means (a) each Specified Acquisition and (b) any other acquisition by the Borrower or any of its Wholly-Owned Subsidiaries or the Specified Acquisition Target or any of its Wholly-Owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided,
(2) in clause (iii) inserting after the words “in the case of the acquisition of Equity Interests,” the following:
(except as otherwise contemplated in the definition of Specified Acquisition with respect to the Equity Interests of the Specified Acquisition Target)
(3) in clause (v) inserting after the words “at least 10 Business Days prior to such proposed acquisition” the following:
(or with respect to the acquisition referred to in clause (i) of the definition of Specified Acquisition, within 5 Business Days after the date of such acquisition)
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AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT
BRIGHT HORIZONS FAMILY SOLUTIONS LLC
(4) in clause (viii) inserting after the words “pursuant to all Permitted Acquisitions” the following:
(excluding any Specified Acquisition)
(b) Amendments to Section 6 (Negative Covenants). Section 6 (Negative Covenants) of the Credit Agreement is hereby amended as follows:
(i) Section 6.2 of the Credit Agreement is hereby amended by deleting the word “and” after subsection 6.2(r), replacing the “.” at the end of subsection 6.2(s) with “; and” and adding a new subsection 6.2(t) thereto, which shall read in its entirety as follows:
(t) to the extent constituting Liens, restrictions on the transfer of Equity Interests of the Specified Acquisition Target in favor of the equity holders other than the Borrower or one of its Subsidiaries, including consent rights, rights of first refusal and other similar rights, contained in the Organizational Documents for the Specified Acquisition Target or the documentation relating to any Specified Acquisition; provided, that such restrictions shall only be permitted for so long as the Specified Acquisition Target is not a Wholly-Owned Subsidiary.
(ii) Section 6.6(b) of the Credit Agreement is hereby deleted in its entirety and is replaced as follows:
(b) Investments (i) in the Borrower or any Subsidiary Guarantor, (ii) by any Subsidiary that is not a Credit Party in any other Subsidiary that is also not a Credit Party, (iii) by the Borrower or any Subsidiary in any Subsidiary that is not a Guarantor; provided that, in the case of clause (iii) above, (x) any Investment in the form of a loan or advance shall be evidenced by an Intercompany Note and, if owed to a Credit Party, shall be subject to a First Priority Lien pursuant to the Pledge and Security Agreement and (y) the aggregate outstanding amount of such Investments in Subsidiaries that are not Guarantors (excluding any Specified Acquisition, any Specified Acquisition Guaranty and any such Investment described on Schedule 6.6) shall not exceed an amount equal to (A) $50,000,000 (provided, that such Dollar limitation shall be increased to $75,000,000 if the Senior Secured Leverage Ratio is less than 2.00:1.00 immediately before and immediately after giving effect to such Investment on a pro forma basis) minus (B) the aggregate outstanding amount of Investments by Credit Parties in Foreign Acquisitions pursuant to Section 6.6(g) (other than Foreign Acquisitions directly financed or paid for with Qualified Equity Interests of Holdings or any Parent or Permitted Equity Proceeds);
(iii) Section 6.6(g) of the Credit Agreement is hereby deleted in its entirety and is replaced as follows:
(g) Permitted Acquisitions; provided, that the aggregate outstanding amount of Investments by Credit Parties with respect to Foreign Acquisitions (except to the extent directly financed or paid for with Qualified Equity Interests
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AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT
BRIGHT HORIZONS FAMILY SOLUTIONS LLC
of Holdings or any Parent or Permitted Equity Proceeds and excluding any Specified Acquisition) shall not exceed an amount equal to (i) $50,000,000 (provided, that such Dollar limitation shall be increased to $75,000,000 if the Senior Secured Leverage Ratio is less than 2.00:1.00 immediately before and immediately after giving effect to such Permitted Acquisition on a pro forma basis) minus (ii) the aggregate outstanding amount of Investments pursuant to 6.6(b)(iii);
(iv) Section 6.6 of the Credit Agreement is hereby amended by deleting the word “and” after subsection 6.6(o), replacing the “.” at the end of subsection 6.6(p) with “; and” and adding a new subsection 6.6(q) thereto, which shall read in its entirety as follows:
(q) the Specified Acquisition Guaranties.
SECTION 2. Conditions Precedent to the Effectiveness of this Amendment
This Amendment shall become effective when each of the following conditions precedent shall have been satisfied (the “Amendment No. 1 Effective Date”):
(a) The Syndication Agent and Administrative Agent shall have received each of the following, each dated the Amendment No. 1 Effective Date:
(i) this Amendment, duly executed by the Borrower, Holdings and the Requisite Lenders; and
(ii) the Guarantor Acknowledgment to Amendment No. 1 to Credit and Guaranty Agreement, duly executed by each Guarantor in the form attached hereto as Exhibit A.
(b) The Borrower shall have paid (i) fees payable to the Syndication Agent as separately agreed between the Borrower and the Syndication Agent, and (ii) all amounts referred to in Sections 4 (Amendment Fee) and 5 (Costs and Expenses) of this Amendment.
(c) The representations and warranties contained in Section 3 hereof shall be true and correct.
SECTION 3. Representations and Warranties
On and as of the date hereof and as of the Amendment No. 1 Effective Date, after giving effect to this Amendment, the Borrower hereby represents and warrants that:
(a) this Amendment has been duly authorized, executed and delivered by the Borrower and Holdings and constitutes a legal, valid and binding obligation of the Borrower and Holdings, respectively, enforceable against such Person in accordance with its terms, and the Credit Agreement as amended by this Amendment constitutes the legal, valid and binding obligation of the Borrower and Holdings, enforceable against the Borrower and Holdings, respectively, in accordance with its terms, in each case, except as enforceability may be limited by applicable bankruptcy, liquidation, conservatorship, assignment for the benefit
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AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT
BRIGHT HORIZONS FAMILY SOLUTIONS LLC
of creditors, insolvency, rearrangement, receivership, reorganization, moratorium or similar laws affecting creditors’ or secured parties’ rights generally or by equitable principles or by implied covenants of good faith and fair dealing relating to enforceability;
(b) each of the representations and warranties contained in Section 4 (Representations and Warranties) of the Credit Agreement shall be true and correct in all material respects on and as of the date hereof, in each case as if made on and as of such date, except to the extent that such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; provided, however, that references therein to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended by this Amendment; and
(c) no Default or Event of Default has occurred and is continuing.
SECTION 4. Amendment Fee
The Borrower agrees to pay on the Amendment No. 1 Effective Date to the Syndication Agent for the account of each Lender party to this Amendment which has delivered its executed signature page to this Amendment to the Syndication Agent not later than 5:00 p.m. New York City time on July 13, 2011 (or such later time and/or date as the Borrower and the Syndication Agent may agree) (the “Consent Deadline”), an amendment fee in an amount equal to 0.10% of the sum of (x) the aggregate principal amount of Term Loans, if any, held by such Lender as of the Consent Deadline with respect to which a signature page was delivered and (y) the aggregate amount of the Revolving Commitment, if any, of such Lender as of the Consent Deadline with respect to which a consent was delivered. Such amendment fee will be in all respects fully earned when paid and non-refundable and non-creditable.
SECTION 5. Costs and Expenses
The Borrower and Holdings, jointly and severally, shall pay on demand in accordance with the terms of Section 10.2 of the Credit Agreement all costs and expenses of the Syndication Agent in connection with the preparation, reproduction, execution and delivery of this Amendment and all other Credit Documents entered into in connection herewith (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Syndication Agent with respect thereto and all other Credit Documents) and all outstanding unpaid invoices which are payable pursuant to Section 10.2 of the Credit Agreement and invoiced on or prior to the Consent Deadline.
SECTION 6. Reference to the Effect on the Credit Documents
(a) As of the Amendment No. 1 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Credit Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument.
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AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT
BRIGHT HORIZONS FAMILY SOLUTIONS LLC
(b) Each of the Borrower and Holdings hereby reaffirms all its liens and other obligations granted or incurred pursuant to the Credit Documents all of which liens and obligations shall remain in full force and effect (as amended and otherwise expressly modified by this Amendment).
(c) Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Credit Agreement and all other Credit Documents are and shall remain in full force and effect and are hereby ratified and confirmed.
(d) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders, the Syndication Agent, the Administrative Agent or the Collateral Agent under any of the Credit Documents, nor constitute a waiver or amendment of any other provision of any of the Credit Documents or for any purpose except as expressly set forth herein.
(e) This Amendment is a Credit Document.
SECTION 7. Execution in Counterparts
This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by telecopy or electronic transmission shall be effective as delivery of a manually executed counterpart 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. Section Titles
The section titles contained in this Amendment are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto, except when used to reference a section. Any reference to the number of a clause, sub-clause or subsection of any Credit Document immediately followed by a reference in parenthesis to the title of the section of such Credit Document containing such clause, sub-clause or subsection is a reference to such clause, sub-clause or subsection and not to the entire section; provided, however, that, in case of direct conflict between the reference to the title and the reference to the number of such section, the reference to the title shall govern absent manifest error. If any reference to the number of a section (but not to any clause, sub-clause or subsection thereof) of any Credit Document is followed immediately by a reference in parenthesis to the title of a section of any Credit Document, the title reference shall govern in case of direct conflict absent manifest error.
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AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT
BRIGHT HORIZONS FAMILY SOLUTIONS LLC
SECTION 10. Notices
All communications and notices hereunder shall be given as provided in the Credit Agreement.
SECTION 11. Severability
In case any provision in or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.
SECTION 12. Successors
The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
SECTION 13. Waiver of Jury Trial
EACH OF THE PARTIES HERETO AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING UNDER THIS AMENDMENT OR ANY OTHER CREDIT DOCUMENT.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers, as of the date first written above.
| BRIGHT HORIZONS FAMILY SOLUTIONS LLC | ||
| By: | /S/ XXXXX XXXXX | |
| Name: | Xxxxx Xxxxx | |
| Title: | Chief Executive Officer | |
| BRIGHT HORIZONS CAPITAL CORP. | ||
| By: | /S/ XXXXX XXXXX | |
| Name: | Xxxxx Xxxxx | |
| Title: | Chief Executive Officer | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| U.S. CAPITAL FUNDING VI, LTD., as a Lender | ||
| By: | StoneCastle Advisors, LLC, | |
| its attorney-in-fact | ||
| Name: | ||
| Title: | ||
| By: |
/s/ XXXXXXX XXXXXX | |
| Xxxxxxx Xxxxxx | ||
| Secretary | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| U.S. CAPITAL FUNDING V, LTD., as a Lender | ||
| By: | /s/ StoneCastle Advisors, LLC, | |
| its attorney-in-fact | ||
| Name: | ||
| Title: | ||
| By: |
/s/ XXXXXXX XXXXXX | |
| Xxxxxxx Xxxxxx | ||
| Secretary | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| TURF MOOR as a Lender | ||
| By: | /s/ XXXXXXX XXXXXX | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| THE XXXXXX XXXXXX SENIOR LOAN FUND, LLC, As Lender | ||
| By: | Xxxxxx, Xxxxxx & Company, L.P., Its Managing Member | |
| By: | Xxxxxx, Xxxxxx & Company, Incorporated, Its General Partner | |
| as a Lender | ||
| By: | /s/ XXXX XXXXXXXX | |
| Name: |
Xxxx XxXxxxxx | |
| Title: |
Secretary | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Cornerstone CLO Ltd. By Stone Tower Debt Advisors LLC As Its Collateral Manager
as a Lender | ||
| By: | /s/ XXXXXXX X. XXXXXXXXX | |
| Name: |
Xxxxxxx X. XxxXxxxxx | |
| Title: |
Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Granite Ventures II Ltd. By Stone Tower Debt Advisors LLC As Its Collateral Manager
as a Lender | ||
| By: | /s/ XXXXXXX X. XXXXXXXXX | |
| Name: |
Xxxxxxx X. XxxXxxxxx | |
| Title: |
Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Granite Ventures III Ltd. By Stone Tower Debt Advisors LLC As Its Collateral Manager
as a Lender | ||
| By: | /s/ XXXXXXX X. XXXXXXXXX | |
| Name: |
Xxxxxxx X. XxxXxxxxx | |
| Title: |
Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Rampart CLO 2007 Ltd. By Stone Tower Debt Advisors LLC As Its Collateral Manager
as a Lender | ||
| By: | /s/ XXXXXXX X. XXXXXXXXX | |
| Name: |
Xxxxxxx X. XxxXxxxxx | |
| Title: |
Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Rampart CLO 2006-1 Ltd. By Stone Tower Debt Advisors LLC As Its Collateral Manager
as a Lender | ||
| By: | /s/ XXXXXXX X. XXXXXXXXX | |
| Name: |
Xxxxxxx X. XxxXxxxxx | |
| Title: |
Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Stone Tower CLO III Ltd. By Stone Tower Debt Advisors LLC As Its Collateral Manager
as a Lender | ||
| By: | /s/ XXXXXXX X. XXXXXXXXX | |
| Name: |
Xxxxxxx X. XxxXxxxxx | |
| Title: |
Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Stone Tower CLO IV Ltd. By Stone Tower Debt Advisors LLC As Its Collateral Manager
as a Lender | ||
| By: | /s/ XXXXXXX X. XXXXXXXXX | |
| Name: |
Xxxxxxx X. XxxXxxxxx | |
| Title: |
Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Stone Tower CLO V Ltd. By Stone Tower Debt Advisors LLC As Its Collateral Manager
as a Lender | ||
| By: | /s/ XXXXXXX X. XXXXXXXXX | |
| Name: |
Xxxxxxx X. XxxXxxxxx | |
| Title: |
Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Stone Tower CLO VI Ltd. By Stone Tower Debt Advisors LLC As Its Collateral Manager
as a Lender | ||
| By: | /s/ XXXXXXX X. XXXXXXXXX | |
| Name: |
Xxxxxxx X. XxxXxxxxx | |
| Title: |
Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Stone Tower CLO VII Ltd. By Stone Tower Debt Advisors LLC As Its Collateral Manager
as a Lender | ||
| By: | /s/ XXXXXXX X. XXXXXXXXX | |
| Name: |
Xxxxxxx X. XxxXxxxxx | |
| Title: |
Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Stone Tower Loan Trust 2010 By Stone Tower Fund Management LLC, As Its Investment Manager
as a Lender | ||
| By: | /s/ XXXXXXX X. XXXXXXXXX | |
| Name: |
Xxxxxxx X. XxxXxxxxx | |
| Title: |
Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Cornerstone CLO Ltd. By Stone Tower Debt Advisors LLC As Its Collateral Manager
as a Lender | ||
| By: | /s/ XXXXXXX X. XXXXXXXXX | |
| Name: |
Xxxxxxx X. XxxXxxxxx | |
| Title: |
Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| State Street Bank and Trust Company, as Trustee for the General Motors Salaried Employees Pension Trust,
as a Lender | ||
| By: | /s/ XXXXXXXX X. XXXXXXXX | |
| Name: |
Xxxxxxxx X. Xxxxxxxx | |
| Title: |
Client Service Officer State Street Bank and Trust Company | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| State Street Bank and Trust Company, as Trustee for the General Motors Hourly-Rate Employees Pension Trust,
as a Lender | ||
| By: | /s/ XXXXXXXX X. XXXXXXXX | |
| Name: |
Xxxxxxxx X. Xxxxxxxx | |
| Title: |
Client Service Officer State Street Bank and Trust Company | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| SHINNECOCK CLO 2006-1 LTD, as a Lender | ||
| By: | /s/ XXXXXXX XXXXXXXXX | |
| Name: |
XXXXXXX XXXXXXXXX | |
| Title: |
CFO | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Riversource Variable Series Trust-Variable Portfolio-Xxxxx Xxxxx Floating-Rate Income Fund,
as a Lender | ||
| By: | Xxxxx Xxxxx Management as Investment Sub-Advisor | |
| By: | /s/ XXXXXXX XXXXXXX | |
| Name: |
Xxxxxxx Xxxxxxx | |
| Title: |
Vice President | |
| Second Signatory | ||
| By: | ||
| Name: |
||
| Title: |
||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Renaissance Trust 2009 By: Highbridge Principal Strategies LLC, its Sub-Investment Manager, as a Lender | ||
| By: | /s/ XXXXX XXXXXX | |
| Name: |
Xxxxx Xxxxxx | |
| Title: |
Vice President | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| REGATTA FUNDING LTD. By: Citi Alternative Investments LLC, attorney-in-fact, as a Lender | ||
| By: | /s/ XXXXXXX XXXXXX | |
| Name: |
Xxxxxxx Xxxxxx | |
| Title: |
Director | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Pioneer Strategic Income Fund Pioneer Floating Rate Fund Pioneer Floating Rate Trust, each as a Lender
By: Pioneer Investment Management, Inc., its advisor | ||
| By: | /s/ XXXXXXXX X. XXXXXX | |
| Name: |
Xxxxxxxx X. Xxxxxx | |
| Title: |
Secretary and Associate General Counsel | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Xxxxxxxxxxx Senior Floating Rate Fund, as a Lender | ||
| By: | /s/ XXXX XXXXXX | |
| Name: |
Xxxx Xxxxxx | |
| Title: |
AVP | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Xxxxxxxxxxx Master Loan Fund, LLC, as a Lender | ||
| By: | /s/ XXXX XXXXXX | |
| Name: |
Xxxx Xxxxxx | |
| Title: |
AVP | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| OFSI Fund III, Ltd. By: Orchard First Source Capital, Inc. Its: attorney in fact | ||
|
By: /s/ XXX X. XXXXX
Name: Xxx X. Xxxxx Title: Duly Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| NATIXIS XXXXXX XXXXXX SENIOR LOAN FUND, As Lender | ||
| By: | Xxxxxx, Xxxxxx & Company, L.P., Its Investment Manager | |
| By: | Xxxxxx, Xxxxxx & Company, Incorporated, Its General Partner | |
| as a Lender | ||
| By: | /s/ XXXX XXXXXXXX | |
| Name: |
Xxxx XxXxxxxx | |
| Title: |
Vice President | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| MOUNTAIN VIEW FUNDING CLO 2006-1, LTD. By: Seix Investment Advisors LLC, as Collateral Manager and as a Lender | ||
| MOUNTAIN VIEW CLO III LTD. By: Seix Investment Advisors LLC, as Collateral Manager and as a Lender | ||
| By: | /s/ XXXXXX XXXXXXXXX | |
| Name: |
Xxxxxx Xxxxxxxxx | |
| Title: |
Managing Director | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| MARLBOROUGH STREET CLO, LTD., By its Collateral Manager, Massachusetts Financial Services Company, as a Lender | ||
| By: | /s/ XXXXX XXXXX | |
| Name: |
Xxxxx Xxxxx | |
| Title: |
As authorized representative and not individually | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Madison Capital Funding LLC, as a Lender | ||
| By: | /s/ XXXXX XXXXX | |
| Name: |
Xxxxx Xxxxx | |
| Title: |
Vice President | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| XXXXXX XXXXXX LEVERAGED SENIOR LOAN FUND LTD., As Lender | ||
| By: | Xxxxxx, Xxxxxx & Company, L.P., Its Investment Manager | |
| By: | Xxxxxx, Xxxxxx & Company, Incorporated, Its General Partner | |
| as a Lender |
||
| By: | /s/ XXXX XXXXXXXX | |
| Name: |
Xxxx XxXxxxxx | |
| Title: |
Vice President | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Lake Placid Funding as a Lender | ||
| By: | /s/ XXXXXXX XXXXXX | |
| Name: |
Xxxxxxx Xxxxxx | |
| Title: |
Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| KKR Financial CLO 2005-1, Ltd., as a Lender | ||
| By: | /s/ XXXXXXXXX XXXXXXXX | |
| Name: |
Xxxxxxxxx Xxxxxxxx | |
| Title: |
Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| JERSEY STREET CLO, LTD., By its Collateral Manager, Massachusetts Financial Services Company, as a Lender | ||
| By: | /s/ XXXXX XXXXX | |
| Name: |
Xxxxx Xxxxx | |
| Title: |
As authorized representative and not individually | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| ALZETTE EUROPEAN CLO S.A. By: INVESCO Senior Secured Management, Inc. As Collateral Manager, as a Lender | ||
| By: | /s/ XXXXX XXXX | |
| Name: |
Xxxxx Xxxx | |
| Title: |
Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| AVALON CAPITAL LTD. 3 By: INVESCO Senior Secured Management, Inc. As Asset Manager, as a Lender | ||
| By: | /s/ XXXXX XXXX | |
| Name: |
Xxxxx Xxxx | |
| Title: |
Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| CHAMPLAIN CLO, LTD. By: INVESCO Senior Secured Management, Inc. As Collateral Manager, as a Lender | ||
| By: | /s/ XXXXX XXXX | |
| Name: |
Xxxxx Xxxx | |
| Title: |
Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Confluent 3 Limited. By: INVESCO Senior Secured Management, Inc. As Investment Manager, as a Lender | ||
| By: | /s/ XXXXX XXXX | |
| Name: |
Xxxxx Xxxx | |
| Title: |
Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| DIVERSIFIED CREDIT PORTFOLIO LTD. By: INVESCO Senior Secured Management, Inc. As Investment Advisor, as a Lender | ||
| By: | /s/ XXXXX XXXX | |
| Name: |
Xxxxx Xxxx | |
| Title: |
Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Invesco Xxx Xxxxxx Dynamic Credit Opportunities Fund By: INVESCO Senior Secured Management, Inc. As Sub-Advisor, as a Lender | ||
| By: | /s/ XXXXX XXXX | |
| Name: |
Xxxxx Xxxx | |
| Title: |
Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Invesco Floating Rate Fund By: INVESCO Senior Secured Management, Inc. As Sub-Advisor, as a Lender | ||
| By: | /s/ XXXXX XXXX | |
| Name: |
Xxxxx Xxxx | |
| Title: |
Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| XXXXXX CANYON FUNDING II, LTD By: INVESCO Senior Secured Management, Inc. As Collateral Manager & Attorney In Fact, as a Lender | ||
| By: | /s/ XXXXX XXXX | |
| Name: |
Xxxxx Xxxx | |
| Title: |
Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| LIMEROCK CLO I By: INVESCO Senior Secured Management, Inc. As Investment Manager, as a Lender | ||
| By: | /s/ XXXXX XXXX | |
| Name: Xxxxx Xxxx | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| MOSELLE CLO S.A. By: INVESCO Senior Secured Management, Inc. As Collateral Manager, as a Lender | ||
| By: | /s/ XXXXX XXXX | |
| Name: Xxxxx Xxxx | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Invesco Prime Income Trust By: INVESCO Senior Secured Management, Inc. As Sub-Adviser, as a Lender | ||
| By: | /s/ XXXXX XXXX | |
| Name: Xxxxx Xxxx | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Xxxxxx Xxxxxxx Investment Management Croton, Ltd. By: INVESCO Senior Secured Management, Inc. As Collateral Manager, as a Lender | ||
| By: | /s/ XXXXX XXXX | |
| Name: Xxxxx Xxxx | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| NAUTIQUE FUNDING LTD. By: INVESCO Senior Secured Management, Inc. As Collateral Manager, as a Lender | ||
| By: | /s/ XXXXX XXXX | |
| Name: Xxxxx Xxxx | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| MSIM Peconic Bay, Ltd. By: INVESCO Senior Secured Management, Inc. As Collateral Manager, as a Lender | ||
| By: | /s/ XXXXX XXXX | |
| Name: Xxxxx Xxxx | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Qualcomm Global Trading, Inc. By: INVESCO Senior Secured Management, Inc. As Investment Manager, as a Lender | ||
| By: | /s/ XXXXX XXXX | |
| Name: Xxxxx Xxxx | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| SAGAMORE CLO LTD. By: INVESCO Senior Secured Management, Inc. As Collateral Manager, as a Lender | ||
| By: | /s/ XXXXX XXXX | |
| Name: Xxxxx Xxxx | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| SAGAMORE CLO I LTD. By: INVESCO Senior Secured Management, Inc. As Asset Manager, as a Lender | ||
| By: | /s/ XXXXX XXXX | |
| Name: Xxxxx Xxxx | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Invesco Xxx Xxxxxx Senior Income Trust By: INVESCO Senior Secured Management, Inc. As Sub-Adviser, as a Lender | ||
| By: | /s/ XXXXX XXXX | |
| Name: Xxxxx Xxxx | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Invesco Xxx Xxxxxx Senior Loan Fund By: INVESCO Senior Secured Management, Inc. As Sub-Adviser, as a Lender | ||
| By: | /s/ XXXXX XXXX | |
| Name: Xxxxx Xxxx | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| WASATCH CLO LTD By: INVESCO Senior Secured Management, Inc. As Portfolio Manager, as a Lender | ||
| By: | /s/ XXXXX XXXX | |
| Name: Xxxxx Xxxx | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Invesco Zodiac Funds - Invesco US Senior Loan Fund By: INVESCO Management S.A. As Investment Manager, as a Lender | ||
| By: | /s/ XXXXX XXXX | |
| Name: Xxxxx Xxxx | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| as a Lenders: ING Prime Rate Trust ING Senior Income Fund ING (L) Flex - Senior Loans IBM Personal Pension Plan Trust
By: ING Investment Management Co., as its investment manager
ING Investment Trust Co. Plan for Employee Benefit Investment Funds – Senior Loan Fund
By: ING Investment Trust Co. as its trustee
ING Investment Management CLO II, LTD. FNG Investment Management CLO III, LTD. ING Investment Management CLO IV, LTD. ING Investment Management CLO V, LTD.
By: ING Alternative Asset Management LLC, as its investment manager | ||
| By: | /s/ XXXXX XXXXXX | |
| Name: Xxxxx Xxxxxx, CPA, CFA | ||
| Title: Assistant Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| ING Capital LLC, as a Lender | ||
| By: | /s/ XXX X. XXXX | |
| Name: Xxx X. Xxxx | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| IDEO as a Lender | ||
| By: | /s/ XXXXXXX XXXXXX | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| GULF STREAM-COMPASS CLO 2003-1, LTD By: Gulf Stream Asset Management LLC As Collateral Manager
GULF STREAM-COMPASS CLO 2005-1, LTD By: Gulf Stream Asset Management LLC As Collateral Manager
NEPTUNE FINANCE CCS, LTD By: Gulf Stream Asset Management LLC As Collateral Manager
as a Lender | ||
| By: | /s/ XXXXX X. LOVE | |
| Name: Xxxxx X. Love | ||
| Title: Chief Credit Officer | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Xxxxxxx & Co,
as a Lender
By: Boston Management and Research as Investment Advisor | ||
| By: | /s/ XXXXXXX XXXXXXX | |
| Name: Xxxxxxx Xxxxxxx | ||
| Title: Vice President | ||
| Second Signatory | ||
| By: | ||
| Name: | ||
| Title: | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender | ||
| By: | /s/ XXXXXXX XXXX | |
| Name: Xxxxxxx Xxxx | ||
| Title: Duly Authorized Signatory | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Blue Shield of California, as a Lender | ||
| By: | /s/ XXXXX XXXXXX | |
| Name: Xxxxx Xxxxxx | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Franklin CLO V, Ltd., as a Lender | ||
| By: | /s/ XXXXX XXXXXX | |
| Name: Xxxxx Xxxxxx, Franklin Advisers, Inc. as Collateral Manager | ||
| Title: Vice President | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Blue Shield of California, | ||
| as a Lender | ||
| By: |
/s/ XXXXX XXXXXX | |
|
| ||
| Name: Title: |
Xxxxx Xxxxxx Vice President | |
CONFIDENTIAL – FOR FRDG USE ONLY
SIGNATURE PAGE TO GUARANTOR ACKNOWLEDGEMENT – BRIGHT HORIZONS AMENDMENT
| Franklin CLO V, Ltd., | ||
| as a Lender | ||
| By: |
/s/ XXXXX XXXXXX | |
|
| ||
| Name: |
Xxxxx Xxxxxx, Franklin Advisers, as Collateral Manager | |
| Title: |
Vice President | |
CONFIDENTIAL – FOR FRDG USE ONLY
SIGNATURE PAGE TO GUARANTOR ACKNOWLEDGEMENT – BRIGHT HORIZONS AMENDMENT
| Franklin Xxxxxxxxx Series II Funds – Franklin Floating Rate II Fund, | ||
| as a Lender | ||
| By: |
/s/ XXXXXXX XXX | |
|
| ||
| Name: Title: |
Xxxxxxx Xxx Vice President | |
CONFIDENTIAL – FOR FRDG USE ONLY
SIGNATURE PAGE TO GUARANTOR ACKNOWLEDGEMENT – BRIGHT HORIZONS AMENDMENT
| Franklin Floating Rate Master Series, | ||
| as a Lender | ||
| By: |
/s/ XXXXXXX XXX | |
|
| ||
| Name: Title: |
Xxxxxxx Xxx Vice President | |
CONFIDENTIAL – FOR FRDG USE ONLY
SIGNATURE PAGE TO GUARANTOR ACKNOWLEDGEMENT – BRIGHT HORIZONS AMENDMENT
| Franklin Xxxxxxxxx Limited Duration Income Trust, | ||
| as a Lender | ||
| By: |
/s/ XXXXXXX XXX | |
|
| ||
| Name: Title: |
Xxxxxxx Xxx Vice President | |
CONFIDENTIAL – FOR FRDG USE ONLY
SIGNATURE PAGE TO GUARANTOR ACKNOWLEDGEMENT – BRIGHT HORIZONS AMENDMENT
| Franklin Floating Rate Daily Access Fund, | ||
| as a Lender | ||
| By: |
/s/ XXXXXXX XXX | |
|
| ||
| Name: Title: |
Xxxxxxx Xxx Vice President | |
CONFIDENTIAL – FOR FRDG USE ONLY
SIGNATURE PAGE TO GUARANTOR ACKNOWLEDGEMENT – BRIGHT HORIZONS AMENDMENT
| Fidelity Canadian Balanced Fund, For: Fidelity Investments Canada, Limited, as Trustee of Fidelity Canadian Balanced Fund, | ||
| as a Lender | ||
| By: |
/s/ XXXXXXX XXXXXXXXX | |
|
| ||
| Name: Title: |
Xxxxxxx Xxxxxxxxx Deputy Treasurer | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Fidelity American High Yield Fund, For: Fidelity Investments Canada, Limited, as Trustee of Fidelity American High Yield Fund, | ||
| as a Lender | ||
| By: |
/s/ XXXXXXX XXXXXXXXX | |
|
| ||
| Name: Title: |
Xxxxxxx Xxxxxxxxx Deputy Treasurer | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Emporia Preferred Funding III, LTD By: Xxx Xxxx Asset Management, L.P., its Collateral Manager, | ||
| as a Lender | ||
| By: |
/s/ XXXX CASCADE | |
|
| ||
| Name: Title: |
Xxxx Cascade Duly Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Emporia Preferred Funding I, LTD By: Xxx Xxxx Asset Management, L.P., its Collateral Manager, | ||
| as a Lender | ||
| By: |
/s/ XXXX CASCADE | |
|
| ||
| Name: Title: |
Xxxx Cascade Duly Authorized Signatory | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Xxxxx Xxxxx VT Floating-Rate Income Fund,
as a Lender | ||
| By: |
Xxxxx Xxxxx Management as Investment Advisor | |
| By: |
/s/ XXXXXXX XXXXXXX | |
|
| ||
| Name: Title: |
Xxxxxxx Xxxxxxx Vice President | |
| Second Signatory | ||
| By: |
||
|
| ||
| Name: Title: |
||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Xxxxx Xxxxx Short Duration Diversified Income Fund,
as a Lender | ||
| By: |
Xxxxx Xxxxx Management as Investment Advisor | |
| By: |
/s/ XXXXXXX XXXXXXX | |
|
| ||
| Name: Title: |
Xxxxxxx Xxxxxxx Vice President | |
| Second Signatory | ||
| By: |
||
|
| ||
| Name: Title: |
||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Xxxxx Xxxxx Senior Income Trust,
as a Lender | ||
| By: |
Xxxxx Xxxxx Management as Investment Advisor | |
| By: |
/s/ XXXXXXX XXXXXXX | |
|
| ||
| Name: Title: |
Xxxxxxx Xxxxxxx Vice President | |
| Second Signatory | ||
| By: |
||
|
| ||
| Name: Title: |
||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Xxxxx Xxxxx Senior Floating-Rate Trust,
as a Lender | ||
| By: |
Xxxxx Xxxxx Management as Investment Advisor | |
| By: |
/s/ XXXXXXX XXXXXXX | |
|
| ||
| Name: Title: |
Xxxxxxx Xxxxxxx Vice President | |
| Second Signatory | ||
| By: |
||
|
| ||
| Name: Title: |
||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Xxxxx Xxxxx Medallion Floating-Rate Income Portfolio,
as a Lender | ||
| By: |
Xxxxx Xxxxx Management as Investment Advisor | |
| By: |
/s/ XXXXXXX XXXXXXX | |
|
| ||
| Name: Title: |
Xxxxxxx Xxxxxxx Vice President | |
| Second Signatory | ||
| By: |
||
|
| ||
| Name: Title: |
||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Xxxxx Xxxxx Floating-Rate Income Trust,
as a Lender | ||
| By: |
Xxxxx Xxxxx Management as Investment Advisor | |
| By: |
/s/ XXXXXXX XXXXXXX | |
|
| ||
| Name: Title: |
Xxxxxxx Xxxxxxx Vice President | |
| Second Signatory | ||
| By: |
||
|
| ||
| Name: Title: |
||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Xxxxx Xxxxx CDO VIII, Ltd.
as a Lender | ||
| By: |
Xxxxx Xxxxx Management as Investment Advisor | |
| By: |
/s/ XXXXXXX XXXXXXX | |
|
| ||
| Name: Title: |
Xxxxxxx Xxxxxxx Vice President | |
| Second Signatory | ||
| By: |
||
|
| ||
| Name: Title: |
||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Xxxxx Xxxxx CDO IX, Ltd.
as a Lender | ||
| By: |
Xxxxx Xxxxx Management as Investment Advisor | |
| By: |
/s/ XXXXXXX XXXXXXX | |
|
| ||
| Name: Title: |
Xxxxxxx Xxxxxxx Vice President | |
| Second Signatory | ||
| By: |
||
|
| ||
| Name: Title: |
||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Eagle Creek CLO, Ltd., | ||
| as a Lender | ||
| By: |
/s/ XXXXX XXXXXXX | |
|
| ||
| Name: Title: |
Xxxxx Xxxxxxx Authorized Xxxxxx | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Fall Creek CLO, Ltd., | ||
| as a Lender | ||
| By: |
/s/ XXXXX XXXXXXX | |
|
| ||
| Name: Title: |
Xxxxx Xxxxxxx Authorized Xxxxxx | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Doral CLO I, Ltd., | ||
| as a Lender | ||
| By: |
/s/ XXXXX XXXXX | |
|
| ||
| Name: Title: |
Xxxxx XxXxx Vice President | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Denali Capital LLC, managing member of DC Funding Partners LLC, collateral manager for DENALI CAPITAL CLO VI, LTD. | ||
| as a Lender | ||
| By: |
/s/ XXXXXX X. XXXXX | |
|
| ||
| Name: Title: |
Xxxxxx X. Xxxxx Vice President | |
| Denali Capital LLC, managing member of DC Funding Partners LLC, collateral manager for DENALI CAPITAL CLO VII, LTD. | ||
| as a Lender | ||
| By: |
/s/ XXXXXX X. XXXXX | |
|
| ||
| Name: Title: |
Xxxxxx X. Xxxxx Vice President | |
| Denali Capital LLC, managing member of DC Funding Partners LLC, Collateral Manager for Spring Road CLO 2007-1, LTD. | ||
| as a Lender | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
|
| ||
| Name: Title: |
Xxxxxx X. Xxxxx Vice President | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| LMP Corporate Loan Fund, Inc. By: Citi Alternative Investments LLC, | ||
| as a Lender | ||
| By: |
/s/ XXXXXXX XXXXXX | |
|
| ||
| Name: Title: |
Xxxxxxx Xxxxxx Director | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| CIT CLO I LTD, | ||
| as a Lender | ||
| By: |
/s/ XXXXX X. XXXXX | |
|
| ||
| Name: Title: |
XXXXX X. XXXXX CIT ASSET MANAGEMENT LLC EXECUTIVE VP | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| CIT Bank, | ||
| as a Lender | ||
| By: |
/s/ XXXXXX X. XXXXXXX | |
|
| ||
| Name: Title: |
Xxxxxx X. Xxxxxxx Vice President | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| CCA EAGLE LOAN MASTER FUND LTD. By: Citigroup Alternative Investments LLC, as Investment manager for and on behalf of CCA EAGLE LOAN MASTER FUND LTD., | ||
| as a Lender | ||
| By: |
/s/ XXXXXXX XXXXXX | |
|
| ||
| Name: Title: |
Xxxxxxx Xxxxxx Director | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| CARLYLE HIGH YIELD PARTNERS VI, LTD., | ||
| as a Lender | ||
| By: |
/s/ XXXXX XXXX | |
|
| ||
| Name: Title: |
XXXXX XXXX MANAGING DIRECTOR | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| CARLYLE HIGH YIELD PARTNERS VII, LTD., | ||
| as a Lender | ||
| By: |
/s/ XXXXX XXXX | |
|
| ||
| Name: Title: |
XXXXX XXXX MANAGING DIRECTOR | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| CARLYLE HIGH YIELD PARTNERS VIII, LTD., | ||
| as a Lender | ||
| By: |
/s/ XXXXX XXXX | |
|
| ||
| Name: Title: |
XXXXX XXXX MANAGING DIRECTOR | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| CARLYLE HIGH YIELD PARTNERS X, LTD., | ||
| as a Lender | ||
| By: |
/s/ XXXXX XXXX | |
|
| ||
| Name: Title: |
XXXXX XXXX MANAGING DIRECTOR | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| CARLYLE ARNAGE CLO, LTD., | ||
| as a Lender | ||
| By: |
/s/ XXXXX XXXX | |
|
| ||
| Name: Title: |
XXXXX XXXX MANAGING DIRECTOR | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| XXXXXXX XXXXX CLO, LTD., | ||
| as a Lender | ||
| By: |
/s/ XXXXX XXXX | |
|
| ||
| Name: Title: |
XXXXX XXXX MANAGING DIRECTOR | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| XXXXXXX XXXXXXX CLO, LTD., | ||
| as a Lender | ||
| By: |
/s/ XXXXX XXXX | |
|
| ||
| Name: Title: |
XXXXX XXXX MANAGING DIRECTOR | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| CARLYLE DAYTONA CLO, LTD., | ||
| as a Lender | ||
| By: |
/s/ XXXXX XXXX | |
|
| ||
| Name: Title: |
XXXXX XXXX MANAGING DIRECTOR | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| XXXXXXX XXXXXXX CLO, LTD., | ||
| as a Lender | ||
| By: |
/s/ XXXXX XXXX | |
|
| ||
| Name: Title: |
XXXXX XXXX MANAGING DIRECTOR | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| CARLYLE VEYRON CLO, LTD., | ||
| as a Lender | ||
| By: |
/s/ XXXXX XXXX | |
|
| ||
| Name: Title: |
XXXXX XXXX MANAGING DIRECTOR | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| CARLYLE CREDIT PARTNERS FINANCING I, LTD., | ||
| as a Lender | ||
| By: |
/s/ XXXXX XXXX | |
|
| ||
| Name: Title: |
XXXXX XXXX MANAGING DIRECTOR | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| CapitalSource Bank, | ||
| as a Lender | ||
| By: |
/s/ XXXXX XXXXXXXX | |
|
| ||
| Name: Title: |
Xxxxx Xxxxxxxx Senior Vice President | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| BABSON CLO LTD. 2004-I BABSON CLO LTD. 2004-II BABSON CLO LTD. 2005-I BABSON CLO LTD. 2005-II BABSON CLO LTD. 2005-III BABSON CLO LTD. 2006-I BABSON CLO LTD. 2006-II BABSON CLO LTD. 2007-I BABSON MID-MARKET CLO LTD. 2007-II BABSON CLO LTD. 2008-I XXXXX LOAN FUND 2007-I, LTD. SAPPHIRE VALLEY CDO I, LTD., | ||
| each as a Lender | ||
| By: |
Babson Capital Management LLC as Collateral Manager | |
| By: |
/s/ XXXX X. XXXXXXXX | |
|
| ||
| Name: Title: |
Xxxx Xxxxxxxx MD | |
| AMBITION TRUST 2009 MAPLETREE PORTFOLIO, each as a Lender By Babson Capital Management LLC as
Investment | ||
| By: |
/s/ XXXX X. XXXXXXXX | |
|
| ||
| Name: Title: |
Xxxx Xxxxxxxx MD | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| AUDAX CREDIT OPPORTUNITIES OFFSHORE LTD., | ||||
| as a Lender | ||||
| By: | /s/ XXXXXXX X. XXXXXXXXX | |||
|
| ||||
| Name: Title: |
Xxxxxxx X. XxXxxxxxx Authorized Signatory | |||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| APOSTLE XXXXXX XXXXXX SENIOR LOAN FUND, As Lender | ||
| By: |
Xxxxxx, Xxxxxx & Company, L.P., Its Investment Manager | |
| By: |
Xxxxxx, Xxxxxx & Company, Incorporated, Its General Partner | |
| as a Lender | ||
| By: |
/s/ XXXX XXXXXXXX | |
|
| ||
| Name: Title: |
Xxxx XxXxxxxx Vice President | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| APOSTLE XXXXXX XXXXXX CREDIT OPPORTUNITIES FUND, As Lender | ||
| By: |
Xxxxxx, Xxxxxx & Company, L.P., Its Investment Manager | |
| By: |
Xxxxxx, Xxxxxx & Company, Incorporated, Its General Partner | |
| as a Lender | ||
| By: |
/s/ XXXX XXXXXXXX | |
|
| ||
| Name: Title: |
Xxxx XxXxxxxx Vice President | |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| ALLSTATE LIFE INSURANCE COMPANY, | ||
| as a Lender | ||
| By: |
/s/ XXXXX XXXXXXX | |
|
| ||
| Name: Title: |
XXXXX XXXXXXX Authorized Signatory | |
| By: |
/s/ XXXX XXXXXXXXX | |
|
| ||
| Name: Title: |
XXXX XXXXXXXXX Authorized Signatory |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| AIMCO CLO, SERIES 2005-A | ||
| as a Lender | ||
| By: |
/s/ XXXXX XXXXXXX | |
|
| ||
| Name: Title: |
XXXXX XXXXXXX Authorized Signatory | |
| By: |
/s/ XXXX XXXXXXXXX | |
|
| ||
| Name: Title: |
XXXX XXXXXXXXX Authorized Signatory |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| AIMCO CLO, SERIES 2006-A | ||
| as a Lender | ||
| By: |
/s/ XXXXX XXXXXXX | |
|
| ||
| Name: Title: |
XXXXX XXXXXXX Authorized Signatory | |
| By: |
/s/ XXXX XXXXXXXXX | |
|
| ||
| Name: Title: |
XXXX XXXXXXXXX Authorized Signatory |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
| Each of the persons listed on Annex A, Severally but not jointly, as a Consenting Lender | ||
| By: |
Wellington Management Company, LLP, as Investment Adviser | |
| By: |
/s/ XXXXXX X. XXXXXXX | |
|
| ||
| Xxxxxx X. Xxxxxxx Vice President and Counsel | ||
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
ANNEX A
UMC Benefit Board, Inc.
Wellington Trust Company, National Association Multiple Common Trust Funds Trust-
Opportunistic Fixed Income Allocation Portfolio
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO BRIGHT HORIZONS CREDIT AGREEMENT]
Exhibit A
GUARANTOR ACKNOWLEDGMENT
TO
AMENDMENT NO. 1
TO
Each of the undersigned hereby consents to Amendment No. 1 to the Credit and Guaranty Agreement, dated as of the date hereof (the “Amendment”), which amends the Credit and Guaranty Agreement, dated as of May 28, 2008, among Bright Horizons Family Solutions LLC, a Delaware limited liability company, as successor to Bright Horizons Family Solutions, Inc., as Borrower, Bright Horizons Capital Corp., a Delaware corporation, as Holdings, the Lenders party thereto, Xxxxxxx Sachs Credit Partners L.P., as Syndication Agent, and General Electric Capital Corporation, as Administrative Agent and Collateral Agent (as amended, supplemented or otherwise modified up to the date hereof, the “Credit Agreement”; capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Credit Agreement) and agrees that the terms hereof shall not affect in any way its guarantees, obligations, liabilities and liens granted or incurred by it under the Credit Documents (as amended and otherwise expressly modified by the Amendment), all of which guarantees, obligations, liabilities and liens shall remain in full force and effect and each of which is hereby reaffirmed (as amended and otherwise expressly modified by the Amendment).
This acknowledgment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by telecopy or electronic transmission shall be effective as delivery of a manually executed counterpart of this consent. Notices to parties hereto shall be given as provided in the Credit Agreement.
The terms of the Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
This consent shall be governed by and construed in accordance with the law of the State of New York.
Dated as of July 14, 2011.
[SIGNATURE PAGES FOLLOW]
| Consented to and agreed as of the date of the Amendment: |
| BRIGHT HORIZONS LLC BRIGHT HORIZONS CHILDREN’S CENTERS LLC CHILDRENFIRST LLC CORPORATEFAMILY SOLUTIONS LLC CREATIVE MOVEMENT CENTER, INC. GREENTREE CHILD CARE SERVICES, INC. LIPTON CORPORATE CHILD CARE CENTERS, INC. LIPTON CORPORATE CHILD CARE CENTERS (JC), INC. LIPTON CORPORATE CHILD CARE CENTERS (METROPOLITAN SQUARE), INC. LIPTON CORPORATE CHILD CARE CENTERS (XXXXXX COUNTY), INC. LIPTON CORPORATE CHILD CARE CENTERS (OAKWOOD AT THE WINDSOR), INC. LIPTON CORPORATE CHILD CARE CENTERS (PARK AVENUE), INC. LIPTON CORPORATE CHILD CARE CENTERS (RESTON), INC. LIPTON CORPORATE CHILD CARE CENTERS (TYSONS CORNER), INC. LIPTON CORPORATE CHILD CARE CENTERS (WP), INC. LIPTON CORPORATE CHILDCARE, INC. (NEW YORK) RESOURCES IN ACTIVE LEARNING WORK OPTIONS GROUP, INC. |
| By: | /s/ XXXXX XXXXX | |
| Name: | Xxxxx Xxxxx | |
| Title: | Chief Executive Officer | |
| KIDSTOP AT BOYNTON BEACH, INC. | ||
| By: | /S/ XXXX XXXXXX | |
| Name: | Xxxx Xxxxxx | |
| Title: | Vice President | |
SIGNATURE PAGE TO GUARANTOR ACKNOWLEDGEMENT – BRIGHT HORIZONS AMENDMENT
| Consented to and agreed as of the date of the Amendment: |
| BRIGHT HORIZONS LLC BRIGHT HORIZONS CHILDREN’S CENTERS LLC CHILDRENFIRST LLC CORPORATEFAMILY SOLUTIONS LLC CREATIVE MOVEMENT CENTER, INC. GREENTREE CHILD CARE SERVICES, INC. LIPTON CORPORATE CHILD CARE CENTERS, INC. LIPTON CORPORATE CHILD CARE CENTERS (JC), INC. LIPTON CORPORATE CHILD CARE CENTERS (METROPOLITAN SQUARE) INC. LIPTON CORPORATE CHILD CARE CENTERS (XXXXXX COUNTY), INC. LIPTON CORPORATE CHILD CARE CENTERS (OAKWOOD AT THE WINDSOR), INC. LIPTON CORPORATE CHILD CARE CENTERS (PARK AVENUE), INC. LIPTON CORPORATE CHILD CARE CENTERS (RESTON), INC. LIPTON CORPORATE CHILD CARE CENTERS (TYSONS CORNER), INC. LIPTON CORPORATE CHILD CARE CENTERS (WP) INC. LIPTON CORPORATE CHJLDCARE, INC. (NEW YORK) RESOURCES IN ACTIVE LEARNING WORK OPTIONS GROUP, INC. |
| By: | /s/ XXXXX XXXXX | |
| Name: | Xxxxx Xxxxx | |
| Title: | Chief Executive Officer | |
| KIDSTOP AT BOYNTON BEACH, INC. | ||
| By: | /S/ XXXX XXXXXX | |
| Name: | Xxxx Xxxxxx | |
| Title: | Vice President | |
SIGNATURE PAGE TO GUARANTOR ACKNOWLEDGEMENT – BRIGHT HORIZONS AMENDMENT
