FIRST AMENDMENT
Exhibit 10.2
EXECUTION VERSION
FIRST AMENDMENT
FIRST AMENDMENT, dated as of March 19, 2010 (this “Amendment”), to the Amended and
Restated Credit Agreement, dated as of March 18, 2010 (the “Credit Agreement”), among XXXX
CORPORATION, a Delaware corporation (the “Borrower”), the several lenders from time to time
parties thereto (the “Lenders”), the several agents parties thereto and JPMORGAN CHASE
BANK, N.A., as administrative agent and collateral agent (the “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, the Borrower entered into the Credit Agreement, dated as of October 23, 2009 (the
“Original First Lien Credit Agreement”) with the several lenders from time to time parties
thereto, the several agents parties thereto and JPMorgan Chase Bank, N.A., as administrative agent
and collateral agent;
WHEREAS, the Original First Lien Credit Agreement was amended and restated on March 18, 2010
to add the three-year Incremental Revolving Facility to the Original First Lien Credit Agreement in
the form attached hereto as Exhibit A;
WHEREAS, the Borrower entered into the Second Lien Credit Agreement, dated as of November 9,
2009 (the “Second Lien Credit Agreement”) with the several lenders from time to time
parties thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent;
WHEREAS, the Borrower intends to issue unsecured notes the proceeds of which shall be used to
repay all or a portion of the outstanding obligations under the Second Lien Credit Agreement; and
WHEREAS, the Borrower has requested, and the Required Lenders and the Administrative Agent
have agreed, upon the terms and subject to the conditions set forth herein, that the Credit
Agreement shall be amended as set forth herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have
the meanings assigned to such terms in the Credit Agreement.
SECTION 2. Amendments. (a) Section 1.1 of the Credit Agreement is hereby amended
as follows:
(i) by adding the following new definitions, to appear in proper alphabetical order:
“Available Liquidity”: on any date of determination, the sum, without
duplication, of (i) the cash and Cash Equivalents which are not subject to any Liens
(other than (a) Liens in favor of the Collateral Agent on behalf of the Secured
Parties, (b) Liens permitted by Section 7.3(c)(ii) and (c) inchoate Liens arising by
operating of law which are not the subject of enforcement actions) held by the Borrower and its
Subsidiaries on such date and (ii) the aggregate amount of the Available Revolving
Commitments of all Revolving Lenders on such date.
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“First Amendment”: the First Amendment to this Agreement, dated as of
the First Amendment Effective Date.
“First Amendment Effective Date”: the date on which the conditions
precedent set forth in clauses (i) and (ii) of Section 4 of the First Amendment
shall have been satisfied, which date is March 19, 2010.
“Permitted Notes”: unsecured notes issued by the Borrower in a
principal amount of not less than $350,000,000 with a scheduled maturity date not
earlier than one year after the Maturity Date and with customary market terms for
comparable high-yield instruments.
“Unsecured Note Indenture”: the Indenture between the Borrower, as
issuer, certain of its Subsidiaries, as guarantors, and the trustee named therein,
under which the Permitted Notes are issued.
(ii) by deleting the phrase “, the Intercreditor Agreement” from the definition of
“Loan Documents”;
(iii) by deleting the definition of “Maturity Date” and substituting in lieu
thereof the following:
“Maturity Date”: with respect to any Term Loan, the fifth anniversary
of the Closing Date.
(iv) by deleting the definition of “Permitted Second Lien Indebtedness” in its
entirety.
(b) Section 2.4 of the Credit Agreement is hereby amended by deleting the parenthetical
beginning with “(it being understood that” appearing in clauses (a) and (b) thereof in its
entirety.
(c) Section 2.9(a) of the Credit Agreement is hereby amended by deleting the parenthetical in
the second line thereof and inserting in lieu thereof “(excluding any Excluded Issuance and any
Indebtedness permitted by Section 7.2(a) through (s), but in the case of Indebtedness permitted by
Section 7.2(m) only to the extent the Net Cash Proceeds are applied to prepay the outstanding
obligations under the Second Lien Credit Agreement)”.
(d) Section 2.20 of the Credit Agreement is hereby amended by deleting the phrase “and there
shall be not more than 3 requests for Incremental Facilities” therefrom and by inserting the phrase
“at any one time outstanding” following the phrase “$200,000,000” therein.
(e) Section 2.21 of the Credit Agreement is hereby deleted in its entirety and the phrase
“[Reserved]” substituted in lieu thereof.
(f) Section 4.4 of the Credit Agreement is hereby amended by deleting the phrase “and the
Second Lien Term Loans” in the parenthetical thereof.
(g) Section 7.2 of the Credit Agreement is hereby amended as follows:
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(i) by deleting clause (m) thereof and substituting in lieu thereof the
following:
“(m) (i) unsecured Indebtedness of the Borrower in respect of the Permitted Notes;
provided that any Net Cash Proceeds from the issuance of the Permitted Notes
shall first be applied to repay obligations outstanding under the Second Lien Credit
Agreement and then any amounts in excess of the amount required to prepay all
obligations under the Second Lien Credit Agreement shall be applied as a prepayment
of the Term Loans in accordance with Section 2.9(a) until the Term Loans have been
repaid in full and (ii) unsecured Guarantee Obligations of any Guarantor in respect
of such Indebtedness.”
(ii) by adding to clause (s) thereof (A) the phrase “, (m)” after the phrase
“(f)” in the fourth line thereof, (B) replacing the phrase “or” after the phrase “(p)”
in the fourth line thereof with a comma and (C) adding the phase “or (t)” after the
phase “(q)” in the fourth line thereof.
(h) Section 7.3(v) of the Credit Agreement is hereby deleted in its entirety and the phrase
“[Reserved]” substituted in lieu thereof.
(i) Section 7.6 of the Credit Agreement is hereby amended by (i) deleting the word “and” at
the end of clause (d) thereof and substituting therefor a comma and (ii) inserting the following
clause (f) after clause (e) thereof:
“and (f) after the Term Loans have been repaid in full and if no Default or Event of
Default has occurred and is continuing or would result therefrom, (i) the Company
and any Subsidiary may make Restricted Payments in an amount not to exceed (A)
$100,000,000 for the period from the First Amendment Effective Date through Xxxxx
00, 0000, (X) $75,000,000 for the period from April 1, 2011 through March 31, 2012
and (C) $75,000,000 for the period from April 1, 2012 through March 31, 2013,
provided that the unused amount of any Restricted Payments permitted to be
made during any period specified in clauses (A) through (C) above and not made
during such period may be carried over and used during any subsequent period
(including at any time after March 31, 2013) and (ii) on or after March 31, 2011,
the Company and any Subsidiary may make additional Restricted Payments in an
aggregate amount not to exceed $100,000,000, provided that, after giving
pro forma effect to the making of any Restricted Payment under this
clause (ii), (A) the Consolidated Leverage Ratio, recomputed for the most recently
ended period of four consecutive fiscal quarters of the Borrower for which financial
statements are available, is less than 1.5 to 1.0 and (B) the Available Liquidity of
the Borrower and its Subsidiaries is greater than $1,000,000,000”
(j) Section 7.11 of the Credit Agreement is hereby amended by deleting clause (c) thereof in
its entirety and substituting therefor the following:
“(c) (i) the Unsecured Note Indenture and any Guarantee Obligations with respect
thereto or any Permitted Refinancing Indebtedness in respect thereof
(provided that the prohibition or limitation contained therein is no less
favorable than that which exists in the Unsecured Note Indenture) and (ii) any
agreement governing any Indebtedness existing as of the Closing Date and any
agreement governing any Permitted Refinancing Indebtedness of such Indebtedness
existing as of the Closing Date (provided that the prohibition or limitation contained therein is no less favorable to the Lenders than
that which exists in the agreement governing such Indebtedness as of the Closing
Date);”
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(k) Section 7.12 of the Credit Agreement is hereby amended by deleting clause (i) thereof in
its entirety and substituting therefor the following:
“(i) any restrictions existing under the Loan Documents, the Unsecured Note
Indenture and any agreement governing Permitted Refinancing Indebtedness in respect
thereof (provided that the prohibition or limitation contained therein is no
less favorable to the Lenders than that which exits in the Unsecured Note Indenture)
and any agreement governing any Indebtedness existing as of the Closing Date and any
agreement governing any Permitted Refinancing Indebtedness of such Indebtedness
existing as of the Closing Date (provided that the prohibition or limitation
contained therein is no less favorable to the Lenders than that which exists in the
agreement governing such Indebtedness as of the Closing Date)”
(l) Section 7.15 of the Credit Agreement is hereby amended by deleting such section in its
entirety and substituting therefor the following:
“7.15. Optional Payments and Modifications in respect of Certain
Indebtedness. (a) Make or offer to make any payment, prepayment, repurchase or
redemption of or otherwise defease or segregate funds with respect to the Permitted
Notes or any Permitted Refinancing Indebtedness in respect thereof other than (i)
scheduled payments of interest, (ii) refinancings thereof to the extent permitted by
Section 7.2 and (iii) repurchases or redemptions of the Permitted Notes or any
Permitted Refinancing Indebtedness in respect thereof in an aggregate amount not to
exceed 10% of the original face amount of the Permitted Notes in any fiscal year of
the Borrower, provided that (A) after giving pro forma
effect to any such repurchase or redemption, the Consolidated Leverage Ratio,
recomputed for the most recently ended period of four consecutive fiscal quarters of
the Borrower for which financial statements are available, is less than 1.5 to 1.0
and (B) no Default or Event of Default has occurred and is continuing or would
result from such repurchase or redemption or (b) amend, modify, waive or otherwise
change, or consent or agree to any amendment, modification, waiver or other change
to, any of the terms of the Unsecured Note Indenture or the documents governing any
Permitted Refinancing Indebtedness in respect thereof in a manner that is materially
adverse to the Lenders.”
(m) Section 8.1(j) of the Credit Agreement is hereby amended by deleting the word “or” at the
end thereof.
(n) Section 8.1(k) of the Credit Agreement is hereby deleted in its entirety.
(o) Section 9.11(c) of the Credit Agreement is hereby deleted in its entirety.
(p) Section 10.1(b) of the Credit Agreement is hereby amended by deleting the phrase “the
Intercreditor Agreement and” and the phrase “the Intercreditor Agreement or” in each place where
such phrase appear in such Section.
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SECTION 3. Acknowledgement and Authorization.
(a) Acknowledgement. The Lenders party hereto hereby acknowledge and approve,
effective as of March 19, 2010, the addition of the revolving credit facility with an expiration
date of
March 18, 2013, including all of the specific terms and provisions set forth in the Credit
Agreement attached hereto as Exhibit A.
(b) Prepayment of Second Lien Credit Agreement Obligations. If upon issuance of the
Permitted Notes the Net Cash Proceeds of the Permitted Notes are not sufficient to prepay the
obligations with respect to the Second Lien Credit Agreement in full, the Lenders party hereto
hereby authorize the Borrower to prepay such obligations with cash on the balance sheet of the
Borrower.
(c) Waiver. The Lenders party hereto hereby waive the requirements of Sections 2.8 and
2.18 of the Credit Agreement with respect to any prepayments of the Term Loans with the Net Cash
Proceeds from the issuance of the Permitted Notes.
(d) Termination of Intercreditor Agreement. The Lenders party hereto hereby authorize
the Administrative Agent and the Collateral Agent to terminate the Intercreditor Agreement upon the
prepayment in full of the Indebtedness outstanding under the Second Lien Credit Agreement in a
manner which requires the Second Lien Agent to release the second priority liens granted with
respect to such Indebtedness. Upon termination of the Intercreditor Agreement, Section 8.17 of the
Guarantee and Collateral Agreement shall be deemed deleted in its entirety.
SECTION 4. Conditions to Effectiveness. This Amendment shall become effective on
the date (the “Amendment Effective Date”) on which all of the conditions precedent set
forth in the following clauses (i) and (ii) have been satisfied or waived:
(i) the Administrative Agent shall have received a counterpart of this Amendment,
executed and delivered by a duly authorized officer of the Borrower and the Required
Lenders; and
(ii) the Administrative Agent shall have received an executed Acknowledgment and
Consent, in the form set forth at the end of this Amendment, from each Loan Party;
provided that the amendments set forth in Section 2 hereof (other than under clause
(d) of Section 2) shall only become effective when the Administrative Agent shall have received
evidence reasonably satisfactory to it that the Permitted Notes shall have been (or shall
substantially contemporaneously be) issued pursuant to the terms of the Unsecured Note Indenture.
SECTION 5. Fees. The Borrower shall pay to the Administrative Agent, on the
Amendment Effective Date if this Amendment becomes effective prior to 2:00 p.m., New York City
time, and on the Business Day following the Amendment Effective Date if this Amendment becomes
effective after 2:00 p.m., New York City time, for distribution to each Lender which has delivered
an executed copy of this Amendment to the Administrative Agent on or prior to the consent deadline
for this Amendment, an amendment fee equal to 0.10% of such Lender’s Revolving Commitments and
outstanding Term Loans, as applicable.
SECTION 6. Effect on the Loan Documents. (a) Except as specifically amended or
waived herein, all Loan Documents shall continue to be in full force and effect and are hereby in
all respects ratified and confirmed. The Borrower hereby agrees, with respect to each Loan
Document to
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which it is a party, that: (i) all of its obligations, liabilities and indebtedness
under such Loan Document shall remain in full force and effect on a continuous basis after giving
effect to this Amendment and (ii) all of the Liens and security interests created and arising under
such Loan Document shall remain in full force and effect on a continuous basis, and the perfected
status and priority of each such Lien and security
interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted
and undischarged, after giving effect to this Amendment, as collateral security for its
obligations, liabilities and indebtedness under the Credit Agreement.
(b) Except as specifically provided herein, the execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of
any of the Loan Documents.
(c) The Borrower and the other parties hereto acknowledge and agree that this Amendment shall
constitute a Loan Document.
SECTION 7. Expenses. The Borrower agrees to pay or reimburse the Administrative
Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this
Amendment and any other documents prepared in connection herewith, including, without limitation,
the reasonable fees and disbursements of counsel to the Administrative Agent.
SECTION 8. Representations and Warranties. The Borrower hereby represents and
warrants that on the date hereof (a) each of the representations and warranties made by any Loan
Party in or pursuant to the Loan Documents is true and correct in all material respects
(provided that if any representation or warranty is by its terms qualified by materiality,
such representation is true and correct in all respects) on and as of the Amendment Effective Date
as if made on and as of the Amendment Effective Date, except to the extent that any such
representation or warranty is stated to relate solely to an earlier date, in which case such
representation or warranty is true and correct on and as of such earlier date and (b) after giving
effect to this Amendment, no Default or Event of Default has occurred and is continuing.
SECTION 9. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN
SUBSECTION 10.12 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.
SECTION 10. Execution in Counterparts. This Amendment may be executed by one or
more of the parties to this Amendment on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same instrument.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective proper and duly authorized officers as of the day and year first
above written.
| XXXX CORPORATION |
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| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: Senior Vice President and Chief Financial Officer | ||||
| JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender |
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| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Managing Director | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 |
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| GREYROCK CDO Limited |
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| By: | Aladdin Capital Management, as a Lender | |||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Authorized Signatory | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 |
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| LANDMARK VII CDO Limited |
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| By: | Aladdin Capital Management, as a Lender | |||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Authorized Signatory | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 |
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| LANDMARK VIII CLO Limited |
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| By: | Aladdin Capital Management, as a Lender | |||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Authorized Signatory | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 |
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| ARTIO GLOBAL MANAGEMENT LLC on behalf of |
| ARTIO GLOBAL HIGH INCOME FUND |
||||
| By: | /s/ Raffiele X. Xxxxxx Xx. | |||
| Name: | Raffiele X. Xxxxxx Xx. | |||
| Title: | Portfolio Manager | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 |
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| Ariel Reinsurance Company Ltd. | ||
| BlackRock Senior High Income Fund, Inc. | ||
| BlackRock Floating Rate Income Trust | ||
| BlackRock Defined Opportunity Credit Trust | ||
| BlackRock Limited Duration Income Trust | ||
| BlackRock Senior Income Series | ||
| BlackRock Senior Income Series II | ||
| BlackRock Senior Income Series IV | ||
| BlackRock Senior Income Series V Limited | ||
| BlackRock Debt Strategies Fund, Inc. | ||
| BlackRock Diversified Income Strategies Fund, Inc. | ||
| BlackRock Floating Rate Income Strategies Fund, Inc. | ||
| BlackRock Floating Rate Income Strategies Fund II, Inc. | ||
BlackRock Global Investment Series: Income Strategies Portfolio |
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| Adfam Investment Company LLC | ||
| Master Senior Floating Rate LLC | ||
| Missouri State Employees’ Retirement System | ||
| BlackRock Fixed Income Portable Alpha Master Series Trust | ||
| Senior Loan Portfolio | ||
| BlackRock Senior Floating Rate Portfolio |
| By: | /s/ XxxXxxxx Xxxxx | |||
| Name: | XxxXxxxx Xxxxx | |||
| Title: | Authorized Signator | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 |
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| Carlyle High Yield Partners VI, Ltd | ||
| (Name of Lender) |
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 Carlyle High Yield Partners VI, Ltd (Name of Lender) |
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| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 Carlyle High Yield Partners VII, Ltd (Name of Lender) |
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| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 Carlyle High Yield Partners VIII, Ltd (Name of Lender) |
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| By: | /s/ Xxxxx xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Tide: Managing Director | ||||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 Carlyle High Yield Partners IX, Ltd (Name of Lender) |
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| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 Carlyle High Yield Partners X, Ltd (Name of Lender) |
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| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 Carlyle Credit Partners Financing I, Ltd. (Name of Lender) |
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| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 CONTINENTAL CASUALTY COMPANY (Name of Lender) |
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| By: | /s Xxxxxxx X. XxXxxx | |||
| Name: | Xxxxxxx X. XxXxxx | |||
| Title: | Vice President and Assistant Treasurer | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 | ||||||
| XXXXX CAPITAL MANAGEMENT CLO 2007-1, LTD | ||||||
| By: | XXXXX CAPITAL MANAGEMENT LLC, as | |||||
| Collateral Manager | ||||||
| By: | /s/ Xxxxx Xxxxxxxx
|
|||||
| Title: Authorized Signatory | ||||||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 XXXXX CAPITAL SENIOR LOAN OPPORTUNITY FUND, LTD. |
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| By: | XXXXX CAPITAL INCORPORATED, as | |||
| Collateral Manager | ||||
| By: | /s/ Xxxxx Xxxxxxxx | |||
| Name Xxxxx Xxxxxxxx | ||||
| Title: | Authorized Signatory | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 Fraser Xxxxxxxx CLO II Ltd. |
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| By: | Fraser Xxxxxxxx Investment
Management, LLC, As Collateral Manager |
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| By: | /s/ Xxxxx X. Xxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxx | |||
| Title: | Managing Partner | |||
| Signature page to First Amendment dated as of March
19, 2010 to the Xxxx Corporation Amended and
Restated
Credit Agreement, dated as of March 18, 2010 Fraser Xxxxxxxx CLO I Ltd. |
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| By: Fraser Xxxxxxxx Investment Management, LLC, As Collateral Manager |
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| By: | /s/ Xxxxx X. Xxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxx | |||
| Title: | Managing Partner | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 | ||||
| UBS Loan Finance LLC
|
| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Associate Director Banking Products Services, US | |||
| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Associate Director Banking Products Services, US | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 | ||||||
| ANCHORAGE CROSSOVER CREDIT FINANCE, LTD. | ||||||
| (Name of Lender) | ||||||
| By: Anchorage Advisors, L.L.C. | ||||||
| Its Investment Manager | ||||||
| By: | /s/ Xxxxx Xxxxxx
|
|||||
| Title: Chief Executive Officer | ||||||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 | ||||||
| ANCHORAGE CROSSOVER CREDIT FINANCE, LTD. | ||||||
| (Name of Lender) | ||||||
| By: Anchorage Advisors, L.L.C. | ||||||
| Its Investment Manager | ||||||
| By: | /s/ Xxxxx Xxxxxx
|
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| Title: Chief Executive Officer | ||||||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 | ||||||
| ARES VR CLO LTD. | ||||||
| BY: ARES CLO MANAGEMENT VR, L.P., ITS INVESTMENT MANAGER | ||||||
| BY: ARES CLO GP VR, LLC, ITS GENERAL PARTNER | ||||||
| BY: ARES MANAGEMENT LLC, ITS MANAGER | ||||||
| By: | /s/ Xxxxxxx Xxxxxxxx
|
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| Name: Xxxxxxx Xxxxxxxx | ||||||
| Title: Authorized Signatory | ||||||
| ARES VIR CLO LTD. | ||||||
| BY: ARES CLO MANAGEMENT VIR, L.P., ITS INVESTMENT MANAGER | ||||||
| BY: ARES CLO GP VIR, LLC, ITS GENERAL PARTNER | ||||||
| BY: ARES MANAGEMENT LLC, ITS MANAGER | ||||||
| By: | /s/ Xxxxxxx Xxxxxxxx
|
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| Title: Authorized Signatory | ||||||
| ARES VIII CLO LTD. | ||||||
| BY: ARES CLO MANAGEMENT VIII, L.P., ITS INVESTMENT MANAGER | ||||||
| BY: ARES CLO GP VIII, LLC, ITS GENERAL PARTNER | ||||||
| BY: ARES MANAGEMENT LLC, ITS MANAGER | ||||||
| By: | /s/ Xxxxxxx Xxxxxxxx
|
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| Title: Authorized Signatory | ||||||
| ARES IX CLO LTD. | ||||||
| BY: ARES CLO MANAGEMENT IX, L.P., ITS INVESTMENT MANAGER | ||||||
| BY: ARES CLO GP IX, LLC, ITS GENERAL PARTNER | ||||||
| BY: ARES MANAGEMENT LLC, ITS MANAGER | ||||||
| By: | /s/ Xxxxxxx Xxxxxxxx
|
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| Title: Authorized Signatory | ||||||
| ARES X CLO LTD. | ||||||
| BY: ARES CLO MANAGEMENT X, L.P., ITS INVESTMENT MANAGER | ||||||
| BY: ARES CLO GP X, LLC, ITS GENERAL PARTNER | ||||||
| BY: ARES MANAGEMENT LLC, ITS MANAGER | ||||||
| By: | /s/ Xxxxxxx Xxxxxxxx
|
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| Title: Authorized Signatory | ||||||
| ARES XI CLO LTD. | ||||||
| BY: ARES CLO MANAGEMENT XI, L.P., ITS ASSET MANAGER | ||||||
| BY: ARES CLO GP XI, LLC, ITS GENERAL PARTNER | ||||||
| BY: ARES MANAGEMENT LLC, ITS MANAGER | ||||||
| By: | /s/ Xxxxxxx Xxxxxxxx
|
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| Title: Authorized Signatory | ||||||
| FUTURE FUND BOARD OF GUARDIANS | ||||||
| BY: | ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV, L.P., ITS INVESTMENT MANAGER (ON BEHALF OF THE ASIP II SUB-ACCOUNT) | |||||
| BY: | ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV GP, LLC, ITS GENERAL PARTNER |
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| BY: | ARES MANAGEMENT LLC, ITS MANAGING MANAGER | |||||
| By: | /s/ Xxxxxxx Xxxxxxxx
|
|||||
| Title: Authorized Signatory | ||||||
| ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD. | ||||||
| BY: | ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT, L.P., ITS MANAGER | |||||
| BY: | ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT GP, LLC, AS GENERAL PARTNER |
|||||
| BY: | ARES MANAGEMENT LLC, ITS MANAGER | |||||
| By: | /s/ Xxxxxxx Xxxxxxxx
|
|||||
| Name: Xxxxxxx Xxxxxxxx | ||||||
| Title: Authorized Signatory | ||||||
| ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD. | ||||||
| BY: | ARES ENHANCED LOAN MANAGEMENT IR, L.P., AS PORTFOLIO MANAGER | |||||
| BY: | ARES ENHANCED LOAN IR GP, LLC, ITS GENERAL PARTNER | |||||
| BY: | ARES MANAGEMENT LLC, ITS MANAGER | |||||
| By: | /s/ Xxxxxxx Xxxxxxxx
|
|||||
| Name: Xxxxxxx Xxxxxxxx | ||||||
| Title: Authorized Signatory | ||||||
| FUTURE FUND BOARD OF GUARDIANS | ||||||
| BY: | ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV, L.P., ITS INVESTMENT MANAGER (ON BEHALF OF THE XXXX XX SUB-ACCOUNT) |
|||||
| BY: | ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV GP, LLC, ITS GENERAL PARTNER |
|||||
| BY: | ARES MANAGEMENT LLC, ITS MANAGING MANAGER | |||||
| By: | /s/ Xxxxxxx Xxxxxxxx
|
|||||
| Name: Xxxxxxx Xxxxxxxx | ||||||
| Title: Authorized Signatory | ||||||
| ARES INSTITUTIONAL LOAN FUND B.V. | ||||||
| By: | ARES MANAGEMENT LIMITED, ITS INVESTMENT ADVISOR |
|||||
| By: | /s/ Xxxxxxx Xxxxxxxx
|
|||||
| Title: Authorized Signatory | ||||||
| DF US BD HOLDINGS LLC | ||||||
| By: | /s/ Xxxxxxx Xxxxxxxx
|
|||||
| Name: Xxxxxxx Xxxxxxxx | ||||||
| Title: Authorized Signatory | ||||||
| DF US BD HOLDINGS I-B LLC | ||||||
| By: | /s/ Xxxxxxx Xxxxxxxx
|
|||||
| Title: Authorized Signatory | ||||||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 | ||||||
| Barclays Bank PLC | ||||||
| As Lender | ||||||
| By: | /s/ Xxxxx Xxxxxx
|
|||||
| Title: Director | ||||||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 | ||||||
| ASSOCIATED BRITISH FOODS PENSION SCHEME | ||||||
| (Name of Lender) | ||||||
| By: Beach Point Capital Management LP | ||||||
| Its Investment Manager | ||||||
| By: | /s/ Xxxxx Xxxxx
|
|||||
| Name: Xxxxx Xxxxx | ||||||
| Title: Senior Portfolio Manager | ||||||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 | ||||||
| BEACH POINT LOAN MASTER FUND, LP | ||||||
| As Lender | ||||||
| By: Beach Point Capital Management LP | ||||||
| Its Investment Manager | ||||||
| By: | /s/ Xxxxx Xxxxx
|
|||||
| Title: Senior Portfolio Manager | ||||||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of Xxxxx 00, 0000 | ||||||
| XXX XXXXXX EDUCATIONAL RETIREMENT BOARD As Lender | ||||||
| By: Beach Point Capital Management LP | ||||||
| Its Investment Manager | ||||||
| By: | /s/ Xxxxx Xxxxx
|
|||||
| Title: Senior Portfolio Manager | ||||||
| Signature page to First Amendment dated as of
March 19, 2010 to the Xxxx Corporation Amended and
Restated Credit Agreement, dated as of March 18, 2010 POST AGGRESSIVE CREDIT MASTER FUND, LP As Lender |
||||
| By: | Beach Point Capital Management LP | |||
| Its Investment Manager | ||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Senior Portfolio Manager | |||
| Signature page to First Amendment dated as of March
19, 2010 to the Xxxx Corporation Amended and Restated
Credit Agreement, dated as of March 18, 2010 POST TOTAL RETURN MASTER FUND, LP As Lender |
||||
| By: | Beach Point Capital Management LP | |||
| Its Investment Manager | ||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Senior Portfolio Manager | |||
| Signature page to First Amendment dated as of March
19, 2010 to the Xxxx Corporation Amended and Restated
Credit Agreement, dated as of March 18, 2010 ROYAL MAIL PENSION PLAN As Lender |
||||
| By: | Beach Point Capital Management LP | |||
| Its Investment Manager | ||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Senior Portfolio Manager | |||
| Signature page to First Amendment dated as of March
19, 2010 to the Xxxx Corporation Amended and Restated
Credit Agreement, dated as of March 18, 2010 VIRGINIA RETIREMENT SYSTEM As Lender |
||||
| By: | Beach Point Capital Management LP | |||
| Its Investment Manager | ||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Senior Portfolio Manager | |||
| Signature page to First Amendment dated as of March
19, 2010 to the Xxxx Corporation Amended and Restated
Credit Agreement, dated as of March 18, 2010 |
||||
| Grand Central Asset Trust, STK Series | ||||
| (Name of Lender) | ||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Attorney-in-Fact | |||
| Signature page to First Amendment dated as of March
19, 2010 to the Xxxx Corporation Amended and Restated
Credit Agreement, dated as of March 18, 2010 CHGO Loan Funding Ltd. |
||||
| By: | Chicago Fundamental Investment Partners, LLC, as | |||
| Collateral Manager | ||||
| (Name of Lender) | ||||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxx | |||
| Title: | General Counsel & CCO | |||
| Signature page to First Amendment dated as of March
19, 2010 to the Xxxx Corporation Amended and Restated
Credit Agreement, dated as of March 18, 2010 Commonwealth of Massachusetts Pension Reserves Investment Management Board |
||||
| By: | Pyramis Global Advisors Trust Company, as | |||
| Investment Manager under Power of Attorney | ||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Director | |||
| Signature page to First Amendment dated as of March
19, 2010 to the Xxxx Corporation Amended and Restated
Credit Agreement, dated as of March 18, 2010 Illinois Municipal Retirement Fund |
||||
| By: | Pyramis Global Advisors Trust Company, as | |||
| Investment Manager under Power of Attorney | ||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Director | |||
| Signature page to First Amendment dated as of March
19, 2010 to the Xxxx Corporation Amended and Restated
Credit Agreement, dated as of March 18, 2010 Pension Investment Committee of General Motors for General Motors Employees Domestic Group Pension Trust |
||||
| By: | Pyramis Global Advisors Trust Company, as | |||
| Investment Manager | ||||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Director | |||
| Signature page to First Amendment dated as of March
19, 2010 to the Xxxx Corporation Amended and Restated
Credit Agreement, dated as of March 18, 2010 Pyramis Floating Rate High Income Commingled Pool |
||||
| By: | Pyramis Global Advisors Trust Company as Trustee | |||
| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Director | |||
| Signature page to First Amendment dated as of March
19, 2010 to the Xxxx Corporation Amended and Restated
Credit Agreement, dated as of March 18, 2010 Variable Insurance Products Fund V: Strategic Income Portfolio |
||||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxx | |||
| Xxxxx: | Deputy Treasurer | |||
| Signature page to First Amendment dated as of March
19, 2010 to the Xxxx Corporation Amended and Restated
Credit Agreement, dated as of March 18, 2010 Fidelity School Street Trust: Fidelity Strategic Income Fund |
||||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxx | |||
| Xxxxx: | Deputy Treasurer | |||
| Signature page to First Amendment dated as of March
19, 2010 to the Xxxx Corporation Amended and Restated
Credit Agreement, dated as of March 18, 2010 Fidelity Advisor Series II: Fidelity Advisor Strategic Income Fund |
||||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxx | |||
| Xxxxx: | Deputy Treasurer | |||
| Signature page to First Amendment dated as of March
19, 2010 to the Xxxx Corporation Amended and Restated
Credit Agreement, dated as of March 18, 2010 Fidelity Summer Street Trust: Fidelity Capital & Income Fund |
||||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxx | |||
| Xxxxx: | Deputy Treasurer | |||
| Signature page to First Amendment dated as of March
19, 2010 to the Xxxx Corporation Amended and Restated
Credit Agreement, dated as of March 18, 2010 Fidelity Central Investment Portfolios LLC: Fidelity Floating Rate Central Investment Portfolio |
||||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxx | |||
| Xxxxx: | Deputy Treasurer | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 Fidelity Advisor Series I: Fidelity Advisor Floating Rate High Income Fund |
||||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxx | |||
| Xxxxx: | Deputy Treasurer | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 |
||||
| Grand Central Asset Trust, STK Series | ||||
| (Name of Lender) |
||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Attorney-in-Fact | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 Hartford Institutional Trust, on behalf of its Floating Rate Bank Loan Series By: Hartford Investment Management Company Its Investment Manager |
||||
| By: | /s/ Xxxxxxxxx Xxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of Xxxxx 00, 0000 Xxxxxxxx Series Fund, Inc., on behalf of Hartford High Yield HLS Fund By: Hartford Investment Management Company Its Sub-advisor |
||||
| By: | /s/ Xxxxxxxxx Xxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of Xxxxx 00, 0000 Xxxxxxxx Series Fund, Inc., on behalf of Hartford Total Return Bond HLS Fund By: Hartford Investment Management Company Its Sub-advisor |
||||
| By: | /s/ Xxxxxxxxx Xxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 Hartford Investment Management Company By: Hartford Investment Management Company Its Agent and Attorney-in-Fact |
||||
| By: | /s/ Xxxxxxxxx Xxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of Xxxxx 00, 0000 Xxxxxxxx Mutual Funds, Inc., on behalf of The Hartford Total Return Bond Fund By: Hartford Investment Management Company Its Subadvisor |
||||
| By: | /s/ Xxxxxxxxx Xxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 The Hartford Mutual Funds, Inc., on behalf of The Hartford High Yield Fund By: Hartford Investment Management Company Its Sub-advisor |
||||
| By: | /s/ Xxxxxxxxx Xxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 The Investment and Administrative Committee of The Xxxx Disney Company Sponsored Qualified Benefits Plans and Key Employees Deferred Compensation and Retirement Plan By: Hartford Investment Management Company Its Investment Manager |
||||
| By: | /s/ Xxxxxxxxx Xxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 The Hartford Mutual Funds, Inc., on behalf of The Floating Rate Fund By: Hartford Investment Management Company Its Sub-advisor |
||||
| By: | /s/ Xxxxxxxxx Xxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 The Hartford Mutual Funds, Inc., on behalf of The Hartford Strategic Income Fund By: Hartford Investment Management Company Its Investment Manager |
||||
| By: | /s/ Xxxxxxxxx Xxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 State Board of Administration of Florida By: Hartford Investment Management Company Its Investment Manager |
||||
| By: | /s/ Xxxxxxxxx Xxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 |
||||
| HB Onshore Fund, LLC | ||||
| (Name of Lender) | ||||
| By: Highbridge Capital Management, LLC as Trading | ||||
| Manager and not in its individual capacity | ||||
| By: | /s/ Xxxx Xxxxxxxx | |||
| Name: | Xxxx Xxxxxxxx | |||
| Title: | Director of Operations | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 X. X. Xxxxxx Whitefriars Inc.
(Name of Lender) |
||||
| By: | /s/ Xxxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxxx X. Xxxxxx | |||
| Title: | Attorney-in-Fact | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 KKR Financial Holdings III, LLC
(Name of Lender) |
||||
| By: | /s/ Xxx Xxxxxxxxx | |||
| Name: | Xxx Xxxxxxxxx | |||
| Title: | Authorized Signatory | |||
| Signature page to First Amendment dated as of | ||||||
| March 19, 2010 to the Xxxx Corporation Amended and | ||||||
| Restated Credit Agreement, dated as of March 18, 2010 | ||||||
| Oregon Public Employees Retirement Fund | ||||||
(Name of Lender) |
||||||
| By: | /s/ Xxx Xxxxxxxxx | |||||
| Name: Xxx Xxxxxxxxx | ||||||
| Title: Authorized Signatory | ||||||
| Signature page to First Amendment dated as of March | ||||||
| 19, 2010 to the Xxxx Corporation Amended and Restated | ||||||
| Credit Agreement, dated as of March 18, 2010 | ||||||
| Future Fund Board of Guardians | ||||||
| By: Sankaty Advisors, LLC, as | ||||||
| Its Investment Advisor | ||||||
| By: | /s/ Xxxx Xxxxxxxxx | |||||
| Title: Chief Compliance Officer Assistant Secretary | ||||||
| Signature page to First Amendment dated as of March | ||||||
| 19, 2010 to the Xxxx Corporation Amended and Restated | ||||||
| Credit Agreement, dated as of March 18, 2010 | ||||||
| Sankaty Senior Loan Fund, L.P. | ||||||
| By: | /s/ Xxxx Xxxxxxxxx | |||||
| Title: Chief Compliance Officer Assistant Secretary | ||||||
| Signature page to First Amendment dated as of March | ||||||
| 19, 2010 to the Xxxx Corporation Amended and Restated | ||||||
| Credit Agreement, dated as of March 18, 2010 | ||||||
| Prospect Funding I, LLC |
||||||
| By: | /s/ Xxxx Xxxxxxxxx | |||||
| Title: Chief Compliance Officer Assistant Secretary | ||||||
| Signature page to First Amendment dated as of March | ||||||
| 19, 2010 to the Xxxx Corporation Amended and Restated | ||||||
| Credit Agreement, dated as of March 18, 2010 | ||||||
| (Name of Lender) | ||||||
| By: | ||||||
| Title: | ||||||
OAK HILL CREDIT PARTNERS III, LIMITED,
|
OAK HILL CREDIT PARTNERS IV, LIMITED, | |||
As Lender
|
As Lender | |||
By: Oak Hill CLO Management III, LLC
|
By: Oak Hill CLO Management IV, LLC | |||
As Investment Manager
|
As Investment Manager | |||
By: /s/ Xxxxx Xxxxx
|
By: /s/ Xxxxx Xxxxx
|
|||
Title: Authorized Person
|
Title: Authorized Person |
OAK HILL CREDIT PARTNERS V, LIMITED,
|
OHA PARK AVENUE CLO I, LTD., | |||
As Lender
|
As Lender | |||
By: Oak Hill Advisors, L.P.
|
By: Oak Hill Advisors, L.P. | |||
As Portfolio Manager
|
As Investment Manager | |||
By: /s/ Xxxxx Xxxxx
|
By: /s/ Xxxxx Xxxxx
|
|||
Title: Authorized Person
|
Title: Authorized Person |
FUTURE FUND BOARD OF GUARDIANS,
|
GMAM GROUP PENSION TRUST I, | |||
As Lender
|
As Lender | |||
By: Oak Hill Advisors, L.P.
|
By: STATE STREET BANK AND TRUST | |||
As Investment Manager
|
COMPANY, | |||
| solely as Trustee | ||||
By: /s/ Xxxxx Xxxxx
|
As Investment Manager | |||
Name: Xxxxx X. Xxxxx |
||||
Title: Authorized Person |
||||
| By: /s/ Xxxxxxx Xxxxxx
|
||||
| Title: Officer |
OHA FINLANDIA CREDIT FUND,
|
OHSF II FINANCING, LTD., | |||
As Lender
|
As Lender | |||
By: /s/ Xxxxx Xxxxx
|
By: /s/ Xxxxx Xxxxx
|
|||
Title: Authorized Person
|
Title: Authorized Person |
| Signature page to First Amendment dated as of | ||||||
| March 19, 2010 to the Xxxx Corporation Amended and | ||||||
| Restated Credit Agreement, dated as of March 18, 2010 | ||||||
| (Name of Lender) | ||||||
| By: | ||||||
| Title: | ||||||
| XXXXXX ENTERPRISES, LLC, | OAK HILL CREDIT OPPORTUNITIES | |||||
| As Lender | FINANCING, LTD., as a Lender | |||||
By:
|
Oak Hill Advisors, L.P. | By: /s/ Xxxxx Xxxxx | ||||
| as advisor and attorney-in-fact to | ||||||
| Xxxxxx Enterprises, LLC | Title: Authorized Person | |||||
By: /s/ Xxxxx Xxxxx
|
||
Title: Authorized Person |
OREGON PUBLIC EMPLOYEE RETIREMENT
|
STICHTING PENSIOENFONDS METAAL | |||
FUND, as Lender
|
EN TECHNIEK, as a Lender | |||
By: Oak Hill Advisors, L.P.
|
By: Oak Hill Advisors, L.P. | |||
as Investment Manager
|
As Investment Manager | |||
By: /s/ Xxxxx Xxxxx
|
By: /s/ Xxxxx Xxxxx
|
|||
Title: Authorized Person
|
Title: Authorized Person | |||
STICHTING PENSIOENFONDS VAN DE
|
STICHTING MN SERVICES US HIGH | |||
METALEKTRO (PME), as a Lender
|
YIELD FONDS, as a Lender | |||
By: Oak Hill Advisors, L.P.
|
By: Oak Hill Advisors, L.P. | |||
As Investment Manager
|
As Investment Manager | |||
By: /s/ Xxxxx Xxxxx
|
By: /s/ Xxxxx Xxxxx
|
|||
Title: Authorized Person
|
Title: Authorized Person |
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 PIONEER BOND FUND PIONEER FLOATING RATE FUND PIONEER FLOATING RATE TRUST PIONEER STRATEGIC INCOME FUND PIONEER BOND VCT PORTFOLIO |
||||
| By: | Pioneer Investment Management, Inc. | |||
| Its Advisor | ||||
| By: | /s/ Xxxx X. Xxxxxxx, Xx. | |||
| Xxxx X. Xxxxxxx, Xx. | ||||
| Vice President Counsel | ||||
| DOCTORS PENSION SURGEONS FUND DOCTORS PENSION GENERAL PRACTITIONERS |
||||
| By: | Pioneer Investment Management, Inc. | |||
| Its Advisor | ||||
| By: | /s/ Xxxx X. Xxxxxxx, Xx. | |||
| Xxxx X. Xxxxxxx, Xx. | ||||
| Vice President Counsel | ||||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 RC Opportunity Fund Ltd. |
||||
| By: | Regiment Capital Management, LLC | |||
| as its Investment Advisor | ||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Xxxxxxx X. Xxxxxxx | ||||
| Authorized Signatory | ||||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of Xxxxx 00, 0000 XXXXXXX CLO I, LTD |
||||
| By: | Regiment Capital Management, LLC | |||
| as its Investment Advisor | ||||
| By: | Regiment Capital Advisors, LP | |||
| its Manager and pursuant to delegated | ||||
| authority | ||||
| By: | Regiment Capital Advisors, LLC | |||
| its General Partner | ||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Xxxxxxx X. Xxxxxxx | ||||
| Authorized Signatory | ||||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 SANDELMAN FINANCE 2006-1, Ltd, |
||||
| By: | XXXXXX PARK, LP | |||
| as COLLATERAL MANAGER LENDER | ||||
| (Name of Lender) |
||||
| By: | /s/ Xxxxx X. Bio | |||
| Name: | Xxxxx X. Bio | |||
| Title: | Head of Credit | |||
| Signature page to First Amendment dated as of March
19, 2010 to the Xxxx Corporation Amended and Restated
Credit Agreement, dated as of March 18, 2010 This consent is made severally and not jointly by the following Lenders, acting in each case through the undersigned investment advisor or investment sub-advisor: T. Row Price Institutional Floating Rate Fund Penn Series Funds, Inc. — Flexibly Managed Fund ING Investors Trust — ING X. Xxxx Price Capital Appreciation Portfolio IAM National Pension Fund Xxxx Xxxxxxx Funds II — Spectrum Income Fund X. Xxxx Price Institutional Common Trust Fund — X. Xxxx Price Capital Appreciation Trust Lucent Technologies Inc. Master Pension Trust ACE Tempest Reinsurance Limited ACE Tempest Life Reinsurance Limited Xxxx Xxxxxxx Trust — Capital Appreciation Value Trust X. Xxxx Price High Yield Fund, Inc. X. Xxxx Price Capital Appreciation Fund X. Xxxx Price Institutional High Yield Fund Xxxx Xxxxxxx Trust — Spectrum Income Trust |
||||
| By: | X. Xxxx Price Associaties, Inc. as investment | |||
| advisor or investment sub-advisor, as applicable: | ||||
| By: | Xxxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 XXXX ATLANTIC MASTER TRUST |
||||
| By: | TCW Asset Management Company, | |||
| As Investment Manager | ||||
| By: | /s/ Xxxxxxx Xxx | |||
| Xxxxxxx Xxx | ||||
| Senior Vice President | ||||
| By: | /s/ G. Xxxxx Xxxxxx | |||
| G. Xxxxx Xxxxxx | ||||
| Senior Vice President | ||||
| Signature page to First Amendment dated as of March
19, 2010 to the Xxxx Corporation Amended and Restated
Credit Agreement, dated as of March 18, 2010 FARAKER INVESTMENT PTE LTD. |
||||
| By: | TCW Asset Management Company, | |||
| as Manager | ||||
| By: | /s/ Xxxxxxx Xxx | |||
| Name: | Xxxxxxx Xxx | |||
| Title: | Senior Vice President | |||
| By: | ||||
| Name: | G. Xxxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 |
||||||
| ILLINOIS STATE BOARD OF INVESTMENT | ||||||
| By: | TCW Asset Management Company, as its Investment Advisor |
|||||
| By: | /s/ Xxxxxxx Xxx
|
|||||
| Title: Senior Vice President | ||||||
| By: | /s/ G. Xxxxx Xxxxxx
|
|||||
| Title: Senior Vice President | ||||||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 |
||||||
| TCW Credit Opportunities Fund, L.P. | ||||||
| By: | TCW Asset Management Company, as Manager |
|||||
| By: | /s/ Xxxxxxx Xxx
|
|||||
| Title: Senior Vice President | ||||||
| By: | /s/ G. Xxxxx Xxxxxx
|
|||||
| Title: Senior Vice President | ||||||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 |
||||||
| TCW CREDIT OPPORTUNITIES FUND I B, L.P. | ||||||
| By: | TCW Asset Management Company as Manager |
|||||
| By: | /s/ Xxxxxxx Xxx
|
|||||
| Title: Senior Vice President | ||||||
| By: | /s/ G. Xxxxx Xxxxxx
|
|||||
| Title: Senior Vice President | ||||||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 |
||||||
| TCW Senior Secured Floating Rate Loan Fund, LP. | ||||||
| By: | TCW Asset Management Company as its Investment |
|||||
| By: | /s/ Xxxxxxx Xxx
|
|||||
| Title: Senior Vice President | ||||||
| By: | /s/ G. Xxxxx Xxxxxx
|
|||||
| Title: Senior Vice President | ||||||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 |
||||||
| TCW Senior Secured Loan Fund , LP | ||||||
| By: | TCW Asset Management Company, as its Investment Advisor |
|||||
| By: | /s/ Xxxxxxx Xxx
|
|||||
| Title: Senior Vice President | ||||||
| By: | /s/ G. Xxxxx Xxxxxx
|
|||||
| Title: Senior Vice President | ||||||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 |
||||||
| Palmetto Investors Master Fund, LLC. | ||||||
| By: | TCW Asset Management Company, As its Managing Member |
|||||
| By: | /s/ Xxxxxxx Xxx
|
|||||
| Title: Senior Vice President | ||||||
| By: | /s/ G. Xxxxx Xxxxxx
|
|||||
| Title: Senior Vice President | ||||||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 |
||||||
| WEST BEND MUTUAL INSURANCE COMPANY | ||||||
| By: | TCW Asset Management Company, as its Investment Advisor |
|||||
| By: | /s/ Xxxxxxx Xxx
|
|||||
| Title: Senior Vice President | ||||||
| By: | /s/ G. Xxxxx Xxxxxx
|
|||||
| Title: Senior Vice President | ||||||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 |
||||||
| TCW Absolute Return Credit Fund, L.P. | ||||||
| By: | TCW Asset Management Company, its Investment Manager |
|||||
| By: | /s/ Xxxxxxx X. Xxxxxx
|
|||||
| Title: Managing Director | ||||||
| By: | /s/ Xxxxxx X. Xxxxxxx
|
|||||
| Title: Senior Vice President | ||||||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 |
||||||
| USB AG, Stamford Branch | ||||||
| (Name of Lender) | ||||||
| By: | /s/ Xxxxxx Xxxxxxxx
|
|||||
| Title: Director Banking Products Service US | ||||||
| Signature page to First Amendment dated as of March 19, 2010 to the Xxxx Corporation Amended and Restated Credit Agreement, dated as of March 18, 2010 |
||||||
| Each of the persons listed on Annex A severally but not jointly, as Lender |
||||||
| By: | Wellington Management Company, LLP, as investment adviser |
|||||
| By: | /s/ Xxxxxx X. Xxxxxxx
|
|||||
| Title: Vice President & Counsel | ||||||
ACKNOWLEDGEMENT AND CONSENT
Each of the parties hereto hereby acknowledges and consents to the First Amendment, dated as
of March 19, 2010 (the “Amendment”; capitalized terms used herein, but not defined, shall
have the meanings set forth in the Amendment), to the Amended and Restated Credit Agreement, dated
as of March 18, 2010 (the “Credit Agreement”), among XXXX CORPORATION, a Delaware
corporation (the “Borrower”), the several lenders from time to time parties thereto (the
“Lenders”), the several agents parties thereto and JPMORGAN CHASE BANK, N.A., as
administrative agent and collateral agent (the “Administrative Agent”), and agrees with
respect to each Loan Document to which it is a party:
(a) all of its obligations, liabilities and indebtedness under such Loan Document shall remain
in full force and effect on a continuous basis after giving effect to the Amendment; and
(b) all of the Liens and security interests created and arising under such Loan Document
remain in full force and effect on a continuous basis, and the perfected status and priority of
each such Lien and security interest continue in full force and effect on a continuous basis,
unimpaired, uninterrupted and undischarged, after giving effect to the Amendment, as collateral
security for its obligations, liabilities and indebtedness under the Credit Agreement and under its
guarantees, if any, in the Loan Documents.
[Remainder of page intentionally left blank.]
| [LOAN PARTIES] |
||||
| By | ||||
| Name: | ||||
| Title: | ||||
| LEAR #50 HOLDINGS, LLC |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: President and Principal Executive Officer & Principal Finance & Accounting Officer of Lear South American Holdings Corporation, sole member of Lear #50 Holdings, LLC of Lear South American Holdings Corporation, sole member of Lear #50 Holdings, LLC | ||||
| LEAR ARGENTINE HOLDINGS CORPORATION #2 |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: President and Principal Executive Officer & Principal Finance & Accounting Officer | ||||
| XXXX AUTOMOTIVE DEARBORN, INC. |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: President and Principal Executive Officer & Principal Finance & Accounting Officer | ||||
| XXXX AUTOMOTIVE MANUFACTURING, LLC |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: President and Principal Executive Officer & Principal Finance & Accounting Officer | ||||
| XXXX CORPORATION (GERMANY) LTD. |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: President and Principal Executive Officer & Principal Finance & Accounting Officer | ||||
| XXXX CORPORATION XXXX AND INTERIORS |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: President and Principal Executive Officer & Principal Finance & Accounting Officer | ||||
| XXXX CORPORATION GLOBAL DEVELOPMENT, INC. |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: President and Principal Executive Officer & Principal Finance & Accounting Officer | ||||
| LEAR XXXX HOLDINGS, LLC |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: President and Principal Executive Officer & Principal Finance & Accounting Officer of Lear Argentine Holdings Corporation #2, sole member of Lear XXXX Holdings, LLC | ||||
| LEAR EUROPEAN OPERATIONS CORPORATION |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: President and Principal Executive Officer & Principal Finance & Accounting Officer | ||||
| LEAR HOLDINGS, LLC |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: President and Principal Executive Officer & Principal Finance & Accounting Officer of Lear Argentine Holdings Corporation #2, sole member of Lear Holdings, LLC | ||||
| LEAR INVESTMENTS COMPANY, L.L.C. |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: President and Principal Executive Officer & Principal Finance & Accounting Officer | ||||
| LEAR MEXICAN HOLDINGS CORPORATION |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: President and Principal Executive Officer & Principal Finance & Accounting Officer | ||||
| LEAR MEXICAN HOLDINGS LLC |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: President and Principal Executive Officer & Principal Finance & Accounting Officer of Lear Mexican Holdings Corporation, sole member of Lear Mexican Holdings, L.L.C. | ||||
| LEAR MEXICAN SEATING CORPORATION |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: President and Principal Executive Officer & Principal Finance & Accounting Officer | ||||
| LEAR OPERATIONS CORPORATION |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: President and Principal Executive Officer & Principal Finance & Accounting Officer | ||||
| XXXX SEATING HOLDINGS CORP. #50 |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: President and Principal Executive Officer & Principal Finance & Accounting Officer | ||||
| LEAR SOUTH AMERICAN HOLDINGS CORPORATION | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||||
| Title: | President and Principal Executive Officer & | |||||
| Principal Finance and Accounting Officer | ||||||
| LEAR TRIM L.P. | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||||
| Title: | President and Principal Executive Officer & | |||||
| Principal Finance and Accounting Officer of | ||||||
| Lear Mexican Holdings Corporation, sole | ||||||
| member of Lear Mexican Holdings, L.L.C., | ||||||
| general partner of Lear Trim L.P. | ||||||
| RENOSOL SEATING, LLC | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||||
| Title: | President and Principal Executive Officer & | |||||
| Principal Finance and Accounting Officer | ||||||
