FOURTH AMENDMENT
Exhibit 10.1.1.7
EXECUTION COPY
FOURTH AMENDMENT
FOURTH AMENDMENT (this “Amendment”), dated as of February 28, 2007, to the Amended and
Restated Revolving Credit, Term Loan and Guarantee Agreement, dated as of February 23, 2006 (as
heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among (i)
CALPINE CORPORATION (the “Borrower”), (ii) the subsidiaries of the Borrower named therein
(the “Guarantors”), (iii) CREDIT SUISSE SECURITIES (USA) LLC and DEUTSCHE BANK SECURITIES
INC. (“DBSI”), as joint syndication agents (in such capacities, collectively, the
“Syndication Agents”), (iv) DEUTSCHE BANK TRUST COMPANY AMERICAS (“DB”), as
administrative agent for the First Priority Lenders hereunder (in such capacity and including any
successors, the “First Priority Agent”), (v) GENERAL ELECTRIC CAPITAL CORPORATION
(including its successors, “GE Capital”), as Sub-Agent for the Revolving Lenders hereunder
(in such capacity and including any successors, the “Sub-Agent”), (vi) CREDIT SUISSE
(“CS”), as administrative agent for the Second Priority Term Lenders hereunder (in such
capacity and including any successors, the “Second Priority Agent”), (vii) LANDESBANK
HESSEN THÜRINGEN GIROZENTRALE, NEW YORK BRANCH, GE CAPITAL and HSH NORDBANK AG, NEW YORK BRANCH, as
joint documentation agents for the First Priority Lenders hereunder, and BAYERISCHE LANDESBANK, GE
CAPITAL and UNION BANK OF CALIFORNIA, N.A., as joint documentation agents for the Second Priority
Lenders hereunder (in such capacities and including any successors, collectively, the
“Documentation Agents”), and (viii) each of the financial institutions from time to time
party thereto (collectively, the “Lenders”).
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders and the Agents are parties to the Credit Agreement;
WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the
Credit Agreement as set forth below; and
WHEREAS, the Lenders have agreed to such requested amendments, but only upon the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein,
and for other valuable consideration the receipt of which is hereby acknowledged, the Borrower, the
Lenders and the Administrative Agents hereby agree as follows:
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SECTION 1. DEFINITIONS. Unless otherwise defined herein, capitalized terms are used herein as
defined in the Credit Agreement.
SECTION 2. AMENDMENTS.
2.1 Amendments to Section 1.1. Section 1.1 of the Credit Agreement is hereby amended by
adding the following new defined terms in their appropriate alphabetical order:
““Fourth Amendment Effective Date”: Effective Date under and as defined in the
Fourth Amendment, dated as of February 28, 2007, to this Agreement.
“Santa Xxxx Power Plant Assets”: (a) the electrical generation plant in Santa
Rosa, California owned by the Borrower on the Fourth Amendment Effective Date and known as
the “Santa Xxxx Plant”, which plant is non-operating on the Fourth Amendment Effective Date,
and (b) the assets of the Borrower reasonably necessary for, and to be used in, the
operation of the plant described in clause (a) (and not otherwise reasonably necessary or
used in the operations of the Borrower or any of its Subsidiaries).
“Santa Xxxx Subsidiary”: a direct Subsidiary of Calpine Energy Services, L.P.
to be selected by the Borrower after the Fourth Amendment Effective Date which Subsidiary
shall become a Debtor and a Loan Party prior to or concurrently with the Disposition
described in Section 6.5(q)(ii) and shall have no material operations as of the Fourth
Amendment Effective Date, but has received market-based rate authorization from the Federal
Energy Regulatory Commission of the United States.
“Snapping Shoals”: collectively, Snapping Shoals Electric Membership
Corporation, a Georgia electric membership corporation, Central Georgia Electric Membership
Corporation, a Georgia electric membership corporation, Excelsior Electric Membership
Corporation, a Georgia electric membership corporation, Diverse Power Corporation, a Georgia
electric membership corporation, Washington Electric Membership Corporation, a Georgia
electric membership corporation, Xxxxx Electric Membership Corporation, a Georgia electric
membership corporation, and Xxxx Electric Membership Corporation, a Georgia electric
membership corporation.
“Snapping Shoals PPA”: the power purchase agreement in effect as of the Fourth
Amendment Effective Date between Snapping Shoals and Calpine Energy Services, L.P., as such
agreement may thereafter be amended, amended and restated, restructured, assigned, assumed,
supplemented or otherwise modified, and any successor power purchase agreement between
Snapping Shoals and the Santa Xxxx Subsidiary.”.
2.2 Amendment to Section 6.5. Section 6.5 of the Credit Agreement is hereby amended by
(a) deleting the word “and” at the end of clause (o) therein, (b) deleting the period at the end
of clause (p)
therein and substituting in lieu thereof “; and” and (c) adding immediately after clause (p)
therein new clause (q) as follows:
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“(q) (i) the Disposition of the Capital Stock of the Santa Xxxx Subsidiary to the
Borrower or to Calpine Power Company, (ii) the Disposition (including without limitation,
the contribution) of all or substantially all of the Santa Xxxx Power Plant Assets to the
Santa Xxxx Subsidiary, (iii) prior to the Disposition described in clause (ii) above, an
amendment or other modification to the Snapping Shoals PPA to provide that the source
therefor may be designated as the “Santa Xxxx Plant” constituting a portion of the Santa
Xxxx Power Plant Assets (provided that within ninety days after such Disposition,
the source for the Snapping Shoals PPA shall be so designated) and (iv) if determined by the
Borrower to be reasonably practicable and commercially advisable, the assumption of the
Snapping Shoals PPA by Calpine Energy Services, L.P. and the assignment of the Snapping
Shoals PPA thereafter to the Santa Xxxx Subsidiary, provided that such assignment to
the Santa Xxxx Subsidiary shall occur as soon following the Disposition described in clause
(ii) above as the Borrower determines is reasonably practicable and commercially
advisable.”.
2.3 Amendment to Section 6.7. Section 6.7 of the Credit Agreement is hereby amended by
deleting the dollar amount “$45,000,000” in clause (l) therein and substituting in lieu thereof
“$68,000,000”.
SECTION 3. CONDITIONS PRECEDENT.
3.1 Effective Date. This Amendment shall become effective as of the date first set
forth above (the “Effective Date”) following the date on which all of the following
conditions have been satisfied or waived:
(a) Execution and Delivery. The Administrative Agents shall have received
counterparts of this Amendment duly executed by (A) the Borrower and the Guarantors, and (B) the
Required Lenders.
(b) Fees and Expenses. The Administrative Agents shall have received all fees and
accrued expenses of the Administrative Agents (including invoiced fees and expenses of legal
counsel to the Administrative Agents) required to be paid by the Borrower; and
(c) No Default. After giving effect to this Amendment, there shall be no Default or
Event of Default.
SECTION 4. GENERAL.
4.1 Representations and Warranties. In order to induce the Administrative Agents and
the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the
Administrative Agents and the Lenders that after giving effect to this Amendment, the
representations and warranties of the Borrower contained in the Credit Agreement and the other Loan
Documents are true and correct in all material respects on and as of the Effective Date (after
giving effect hereto) as if made on and as of the Effective Date (except where such representations
and warranties expressly relate to an earlier date in which case such representations and
warranties were true and correct in all material respects as of such
earlier date); provided that all references to the “Credit Agreement” in any Loan
Document shall be and are deemed to mean the Credit Agreement as amended hereby.
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4.2 Loan Document. This Amendment constitutes a Loan Document.
4.3 GOVERNING LAW. THIS AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO
THIS AMENDMENT, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE.
4.4 Counterparts. This Amendment may be executed by the parties hereto in any number
of separate counterparts and all of said counterparts taken together shall be deemed to constitute
one and the same instrument.
4.5 Consent of Guarantors. Each of the Guarantors hereby consents to the
modifications to the Credit Agreement contemplated hereby.
4.6 Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the Borrower and the Guarantors and each of their respective successors and assigns, and
upon the Administrative Agents and the Lenders and their successors and assigns. The execution and
delivery of this Amendment by any Lender prior to the Effective Date shall be binding upon its
successors and assigns and shall be effective as to any loans or commitments assigned to it after
such execution and delivery.
4.7 Limited Effect. Except as expressly modified by this Amendment, the Credit
Agreement and the other Loan Documents are ratified and confirmed and are, and shall continue to
be, in full force and effect in accordance with their respective terms. Each Loan Party
acknowledges and agrees that such Loan Party is truly and justly indebted to the Lenders and the
Administrative Agents for the Obligations, without defense, counterclaim or offset of any kind, and
such Loan Party ratifies and reaffirms the validity, enforceability and binding nature of such
Obligations. The Borrower acknowledges and agrees that nothing in this Amendment shall constitute
an indication of the Lenders’ willingness to consent to any other amendment or waiver of any other
provision of the Credit Agreement or a waiver of any Default or Event of Default not referenced in
this Amendment or for any other time period.
4.8 Headings. Section headings used in this Amendment are for convenience of
reference only, are not part of this Amendment and are not to affect the constructions of, or to be
taken into consideration in interpreting, this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
by their respective duly authorized officers as of the date first above written.
| BORROWER: CALPINE CORPORATION |
||||
| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Title: | Senior Vice President | |||
| GUARANTORS: | ||
| XXXXXX ENERGY CENTER, LP | ||
| ANACAPA LAND COMPANY, LLC | ||
| XXXXXXXX SPRINGS ENERGY COMPANY | ||
| ANDROSCOGGIN ENERGY, INC. | ||
| AUBURNDALE PEAKER ENERGY CENTER, LLC | ||
| AUGUSTA DEVELOPMENT COMPANY, LLC | ||
| AVIATION FUNDING CORP. | ||
| BAYTOWN ENERGY CENTER, LP | ||
| BAYTOWN POWER GP, LLC | ||
| BAYTOWN POWER, LP | ||
| BELLINGHAM COGEN, INC. | ||
| BETHPAGE FUEL MANAGEMENT INC. | ||
| BLUE HERON ENERGY CENTER, LLC | ||
| BLUE SPRUCE HOLDINGS, LLC | ||
| BROAD RIVER ENERGY LLC | ||
| BROAD RIVER HOLDINGS, LLC | ||
| CALGEN EQUIPMENT FINANCE COMPANY, LLC | ||
| CALGEN EQUIPMENT FINANCE HOLDINGS, LLC | ||
| CALGEN EXPANSION COMPANY, LLC | ||
| CALGEN FINANCE CORPORATION | ||
| CALGEN PROJECT EQUIPMENT FINANCE COMPANY ONE, LLC | ||
| CALGEN PROJECT EQUIPMENT FINANCE COMPANY THREE, LLC | ||
| CALGEN PROJECT EQUIPMENT FINANCE COMPANY TWO, LLC | ||
| CALPINE ACADIA HOLDINGS, LLC | ||
| CALPINE ADMINISTRATIVE SERVICES COMPANY, INC. | ||
| CALPINE AGNEWS, INC. | ||
| CALPINE XXXXXX ENERGY CENTER GP, LLC | ||
| CALPINE XXXXXX ENERGY CENTER LP, LLC | ||
| CALPINE AUBURNDALE HOLDINGS, LLC | ||
| CALPINE BAYTOWN ENERGY |
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| CENTER GP, LLC | ||
| CALPINE BAYTOWN ENERGY CENTER LP, LLC | ||
| CALPINE BETHPAGE 3 PIPELINE CONSTRUCTION COMPANY, INC. | ||
| CALPINE BETHPAGE 3, LLC | ||
| CALPINE C*POWER, INC. | ||
| CALPINE CALGEN HOLDINGS, INC. | ||
| CALPINE CALIFORNIA DEVELOPMENT COMPANY, LLC | ||
| CALPINE CALIFORNIA ENERGY FINANCE, LLC | ||
| CALPINE CALIFORNIA EQUIPMENT FINANCE COMPANY, LLC | ||
| CALPINE CALISTOGA HOLDINGS, LLC | ||
| CALPINE CENTRAL TEXAS GP, INC. | ||
| CALPINE CENTRAL, INC. | ||
| CALPINE CENTRAL, L.P. | ||
| CALPINE CENTRAL-TEXAS, INC. | ||
| CALPINE CHANNEL ENERGY CENTER GP, LLC | ||
| CALPINE CHANNEL ENERGY CENTER LP, LLC | ||
| CALPINE CLEAR LAKE ENERGY GP, LLC | ||
| CALPINE CLEAR LAKE ENERGY, LP | ||
| CALPINE COGENERATION CORPORATION | ||
| CALPINE CORPUS CHRISTI ENERGY GP, LLC | ||
| CALPINE CORPUS CHRISTI ENERGY, LP | ||
| CALPINE DECATUR PIPELINE, INC. | ||
| CALPINE DECATUR PIPELINE, L.P. | ||
| CALPINE DIGHTON, INC. | ||
| CALPINE EAST FUELS, INC. | ||
| CALPINE EASTERN CORPORATION | ||
| CALPINE ENERGY SERVICES HOLDINGS, INC. | ||
| CALPINE FINANCE COMPANY | ||
| CALPINE FREESTONE ENERGY GP, LLC | ||
| CALPINE FREESTONE ENERGY, LP | ||
| CALPINE FREESTONE, LLC | ||
| CALPINE FUELS CORPORATION |
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| CALPINE GAS HOLDINGS, LLC | ||
| CALPINE GENERATING COMPANY, LLC | ||
| CALPINE GEYSERS COMPANY, L.P. | ||
| CALPINE GILROY 1, INC. | ||
| CALPINE GILROY 2, INC. | ||
| CALPINE GILROY COGEN, L.P. | ||
| CALPINE GLOBAL SERVICES COMPANY, INC. | ||
| CALPIRIE GORDONSVILLE GP HOLDINGS, LLC | ||
| CALPINE GORDONSVILLE LP HOLDINGS, LLC | ||
| CALPINE GORDONSVILLE, LLC | ||
| CALPINE XXXXXXXXX HOLDINGS, INC. | ||
| CALPINE XXXXXXXXX, INC. | ||
| CALPINE XXXXXXX DESIGN, L.P. | ||
| CALPINE XXXXXXX ENERGY CENTER, L.P. | ||
| CALPINE XXXXXXX HOLDINGS, INC. | ||
| CALIPNE XXXXXXX POWER GP, LLC | ||
| CALPINE XXXXXXX POWER, LP | ||
| CALPINE XXXXXXX, INC. | ||
| CALPINE INTERNATIONAL HOLDINGS, INC. | ||
| CALPINE INTERNATIONAL, LLC | ||
| CALPINE INVESTMENT HOLDINGS, LLC | ||
| CALPINE XXXXXXX AIRPORT, INC. | ||
| CALPINE XXXXXXX OPERATORS INC. | ||
| CALPINE KIA, INC. | ||
| CALPINE LEASING INC. | ||
| CALPINE LONG ISLAND, INC. | ||
| CALPINE LOST PINES OPERATIONS, INC. | ||
| CALPINC LOUISIANA PIPELINE COMPANY | ||
| CALPINE MAGIC VALLEY PIPELINE, INC. | ||
| CALPINE MONTEREY COGENERATION, INC. | ||
| CALPINE MVP, INC. | ||
| CALPINE NCTP GP, LLC | ||
| CALPINE NCTP, LP |
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| CALPINE NORTHBROOK | ||
| CORPORATION OF MAINE, INC. | ||
| CALPINE NORTHBROOK ENERGY HOLDING, LLC | ||
| CALPINE NORTHBROOK ENERGY, LLC | ||
| CALPINE NORTHBROOK HOLDINGS CORPORATION | ||
| CALPINE NORTHBROOK INVESTORS, LLC | ||
| CALPINE NORTHBROOK PROJECT HOLDINGS, LLC | ||
| CALPINE NORTHBROOK SERVICES, LLC | ||
| CALPINE NORTHBROOK SOUTHCOAST INVESTORS, LLC | ||
| CALPINE NTC, LP | ||
| CALPINE XXXXX POWER I, LLC | ||
| CALPINE XXXXX POWER II LLC | ||
| CALPINE XXXXX POWER, L.P. | ||
| CALPINE OPERATIONS MANAGEMENT COMPANY, INC. | ||
| CALPINE PASTORIA HOLDINGS, LLC | ||
| CALPINE PHILADELPHIA, INC. | ||
| CALPINE PITTSBURG, LLC | ||
| CALPINE POWER COMPANY | ||
| CALPINE POWER EQUIPMENT LP | ||
| CALPINE POWER MANAGEMENT, INC. | ||
| CALPINE POWER MANAGEMENT, LP | ||
| CALPINE POWER, INC. | ||
| CALPINE POWERAMERICA, INC. | ||
| CALPINE POWERAMERICA — CA, LLC | ||
| CALPINE POWERAMERICA — CT, LLC | ||
| CALPINE POWERAMERICA — MA, LLC | ||
| CALPINE POWERAMERICA — ME, LLC | ||
| CALPINE POWERAMERICA — NH, LLC | ||
| CALPINE POWERAMERICA — NY, LLC | ||
| CALPINE POWERAMERICA — OR, LLC | ||
| CALPINE POWERAMERICA, LP | ||
| CALPINE PROJECT HOLDINGS, INC. | ||
| CALPINE XXXXX, INC. | ||
| CALPINE RUMFORD I, INC. | ||
| CALPINE RUMFORD, INC. | ||
| CALPINE SCHUYLKILL, INC. | ||
| CALPINE SISKIYOU GEOTHERMAL |
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| PARTNERS, L.P. | ||
| CALPINE SONORAN PIPELINE LLC | ||
| CALPINE STONY BROOK, INC. | ||
| CALPINE STONY BROOK OPERATORS, INC. | ||
| CALPINE STONY BROOK POWER MARKETING, LLC | ||
| CALPINE SUMAS, INC. | ||
| CALPINE TCCL HOLDINGS, INC. | ||
| CALPINE TEXAS PIPELINE GP, INC. | ||
| CALPINE TEXAS PIPELINE LP, INC. | ||
| CALPINE TEXAS PIPELINE, L.P. | ||
| CALPINE TIVERTON 1, INC. | ||
| CALPINE TIVERTON, INC. | ||
| CALPINE ULC I HOLDING, LLC | ||
| CALPINE UNIVERSITY POWER, INC. | ||
| CALPINE UNRESTRICTED FUNDING, LLC | ||
| CALPINE UNRESTRICTED HOLDINGS, LLC | ||
| CALPINE VAPOR, INC. | ||
| XXXXXXXX ENERGY LLC | ||
| CCFC DEVELOPMENT COMPANY, LLC | ||
| CCFC EQUIPMENT FINANCE COMPANY, LLC | ||
| CCFC PROJECT EQUIPMENT FINANCE COMPANY ONE, LLC | ||
| CES GP, LLC | ||
| CGC DIGHTON, LLC | ||
| CHANNEL ENERGY CENTER, LP | ||
| CHANNEL POWER GP, LLC | ||
| CHANNEL POWER, LP | ||
| CLEAR LAKE COGENERATION LIMITED PARTNERSHIP | ||
| COGENAMERICA ASIA INC. | ||
| COGENAMERICA XXXXXX SUPPLY CORP. | ||
| COLUMBIA ENERGY LLC | ||
| CORPUS CHRISTI COGENERATION L.P. | ||
| CPN 3RD TURBINE, INC. | ||
| CPN ACADIA, INC. | ||
| CPN BERKS GENERATION, INC. | ||
| CPN BERKS, LLC | ||
| CPN BETHPAGE 3RD TURBINE, INC. |
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| CPN CASCADE, INC. | ||
| CPN CLEAR LAKE, INC. | ||
| CPN DECATUR PIPELINE, INC. | ||
| CPN ENERGY SERVICES LP, INC. | ||
| CPN FREESTONE, LLC | ||
| CPN FUNDING, INC. | ||
| CPN XXXXXX, INC. | ||
| CPN OXFORD, INC. | ||
| CPN PIPELINE COMPANY | ||
| CPN PLEASANT HILL OPERATING, LLC | ||
| CPN PLEASANT HILL, LLC | ||
| CPN POWER SERVICES GP, LLC | ||
| CPN POWER SERVICES, LP | ||
| CPN XXXXX FUNDING CORPORATION | ||
| CPN TELEPHONE FLAT, INC. | ||
| DECATUR ENERGY CENTER, LLC | ||
| DEER PARK POWER GP, LLC | ||
| DEER PARK POWER, LP | ||
| DELTA ENERGY CENTER, LLC | ||
| DIGHTON POWER ASSOCIATES LIMITED PARTNERSHIP | ||
| EAST ALTAMONT ENERGY CENTER, LLC | ||
| FOND DU LAC ENERGY CENTER, LLC | ||
| FONTANA ENERGY CENTER, LLC | ||
| FREESTONE POWER GENERATION, LP | ||
| GEC BETHPAGE INC. | ||
| GEOTHERMAL ENERGY PARTNERS LTD. | ||
| GEYSERS POWER COMPANY II, LLC | ||
| GEYSERS POWER COMPANY, LLC | ||
| GEYSERS POWER I COMPANY | ||
| GOLDENDALE ENERGY CENTER, LLC | ||
| XXXXXXX ENERGY LLC | ||
| HILLABEE ENERGY CENTER, LLC | ||
| IDELWILD FUEL MANAGEMENT CORP. | ||
| JMC BETHPAGE, INC. | ||
| KIAC PARTNERS | ||
| LAKE WALES ENERGY CENTER, LLC | ||
| XXXXXXXX ENERGY CENTER, LLC | ||
| LONE OAK ENERGY CENTER, LLC | ||
| LOS ESTEROS CRITICAL ENERGY FACILITY, LLC |
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| LOS MEDANOS ENERGY CENTER LLC | ||
| MAGIC VALLEY GAS PIPELINE GP, LLC | ||
| MAGIC VALLEY GAS PIPELINE, LP | ||
| MAGIC VALLEY PIPELINE, L.P. | ||
| MEP PLEASANT HILL, LLC | ||
| MOAPA ENERGY CENTER, LLC | ||
| MOBILE ENERGY LLC | ||
| MODOC POWER, INC. | ||
| XXXXXX ENERGY CENTER, LLC | ||
| MOUNT XXXXXXX GEOTHERMAL COMPANY, L.P. | ||
| MT. XXXXXX ENERGY LLC | ||
| NISSEQUOGUE COGEN PARTNERS | ||
| NORTHWEST COGENERATION, INC. | ||
| NTC FIVE, INC. | ||
| NTC GP, LLC | ||
| NUECES BAY ENERGY LLC | ||
| O.L.S. ENERGY-AGNEWS, INC. | ||
| ODYSSEY LAND ACQUISITION COMPANY | ||
| PAJARO ENERGY CENTER, LLC | ||
| PASTORIA ENERGY CENTER, LLC | ||
| PASTORIA ENERGY FACILITY, LLC | ||
| PHILADELPHIA BIOGAS SUPPLY, INC. | ||
| XXXXXX BEND ENERGY CENTER, LLC | ||
| PINE BLUFF ENERGY, LLC | ||
| POWER INVESTORS, L.L.C. | ||
| XXXXXXXX CANADA HOLDINGS, LLC | ||
| ROCKGEN ENERGY LLC | ||
| RUMFORD POWER ASSOCIATES LIMITED PARTNERSHIP | ||
| XXXXXXX CITY ENERGY CENTER, LLC | ||
| SAN XXXXXXX VALLEY ENERGY CENTER, LLC | ||
| SILVERADO GEOTHERMAL RESOURCES, INC. | ||
| SKIPANON NATURAL GAS, LLC | ||
| SOUTH POINT ENERGY CENTER, LLC | ||
| SOUTH POINT HOLDINGS, LLC | ||
| STONY BROOK COGENERATION, INC. | ||
| STONY BROOK FUEL MANAGEMENT CORP. | ||
| XXXXXX DRYERS, INC. | ||
| TBG COGEN PARTNERS |
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TEXAS CITY COGENERATION, L.P.
TEXAS COGENERATION COMPANY
TEXAS COGENERATION FIVE, INC.
TEXAS COGENERATION ONE
COMPANY
THERMAL POWER COMPANY
TIVERTON POWER ASSOCIATES
LIMITED PARTNERSHIP
TOWANTIC ENERGY, L.L.C.
VEC HOLDINGS, LLC
VENTURE ACQUISITION COMPANY
VINEYARD ENERGY CENTER, LLC
WAWAYANDA ENERGY CENTER, LLC
WHATCOM COGENERATION
PARTNERS, L.P.
ZION ENERGY LLC
TEXAS COGENERATION COMPANY
TEXAS COGENERATION FIVE, INC.
TEXAS COGENERATION ONE
COMPANY
THERMAL POWER COMPANY
TIVERTON POWER ASSOCIATES
LIMITED PARTNERSHIP
TOWANTIC ENERGY, L.L.C.
VEC HOLDINGS, LLC
VENTURE ACQUISITION COMPANY
VINEYARD ENERGY CENTER, LLC
WAWAYANDA ENERGY CENTER, LLC
WHATCOM COGENERATION
PARTNERS, L.P.
ZION ENERGY LLC
| By: | /s/ Xxxxxxx X. Xxxxx, Xx. | |||||
| Title: Chief Financial Officer |
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| POWER SYSTEMS MFG., LLC | ||||||
| By: | /s/ Xxxxxxx X. Xxxxx, Xx. | |||||
| Name: | Xxxxxxx X. Xxxxx, Xx. | |||||
| Title: | Chief Financial Officer | |||||
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| CALPINE CONSTRUCTION MANAGEMENT COMPANY, INC. CALPINE OPERATING SERVICES COMPANY, INC. CALPINE POWER SERVICES, INC. NEWSOUTH ENERGY LLC XXXXXXXXX TURBINE SYSTEMS AMERICA, INC. |
||||||
| By: | /s/ Xxxx X. Xxxxx | |||||
| Name: | Xxxx X. Xxxxx | |||||
| Title: | Senior Vice President | |||||
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| CALPINE ENERGY SERVICES, LP CALPINE PRODUCER SERVICES, L.P. CPN ENERGY SERVICES GP, INC. |
||||||
| By: | /s/ Xxxxxx X. May | |||||
| Name: | Xxxxxx X. May | |||||
| Title: | President | |||||
| AGENTS AND LENDERS: | ||||||
| DEUTSCHE BANK TRUST COMPANY AMERICAS, as an Administrative Agent and as a Lender |
||||||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |||||
| Name: | Xxxxxx X. Xxxxxxxxxx | |||||
| Title: | Director | |||||
| By: | /s/ Xxxx X’Xxxxx | |||||
| Name: | Xxxx X’Xxxxx | |||||
| Title: | Vice President | |||||
| CREDIT SUISSE, Cayman Islands Branch, as a Lender |
||||||
| By: | /s/ Xxxxxx Xxxxxxxx | |||||
| Name: | Xxxxxx Xxxxxxxx | |||||
| Title: | Director | |||||
| By: | /s/ Xxxxxxxx Xxxxxxx | |||||
| Name: | Xxxxxxxx Xxxxxxx | |||||
| Title: | Associate | |||||
| TRS CALLISTO LLC | ||||||
| By: | Deutsche Bank AG New York Branch, its Sole Member |
|||||
| By: | DB Services New Jersey, Inc. | |||||
| as a Lender | ||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Vice President | |||||
| By: | /s/ Xxxxxxx X’Xxxxx | |||||
| Name: | Xxxxxxx X’Xxxxx | |||||
| Title: | Vice President | |||||
| CONTINENTAL CASUALTY COMPANY as a Lender |
||||||
| By: | /s/ Xxxxxxx X. XxXxxx | |||||
| Name: | Xxxxxxx X. XxXxxx | |||||
| Title: | Vice President and Assistant Treasurer | |||||
| SIL Loan Funding LLC as a Lender |
||||||
| By: | /s/ Xxxx Xxx | |||||
| Name: | Xxxx Xxx | |||||
| Title: | Officer | |||||
| Classic Cayman B.D. Limited as a Lender | ||||||
| By: | /s/ Xxxxx Xxxxxxxxx | |||||
| Name: | Xxxxx Xxxxxxxxx | |||||
| Title: | Authorized Signatory | |||||
| By: | /s/ Xxxx Xxxxxxxxxx | |||||
| Name: | Xxxx Xxxxxxxxxx | |||||
| Title: | Authorized Signatory | |||||
| LANDMARK VII CDO LTD | ||||||
| By: | Aladdin Capital Management LLC as Manager |
|||||
| By: | /s/ Xxxxxx Xxxxxxxxx | |||||
| Name: | Xxxxxx Xxxxxxxxx | |||||
| Title: | Director | |||||
| LANDMARK VIII CDO LTD | ||||||
| By: | Aladdin Capital Management LLC as Manager |
|||||
| By: | /s/ Xxxxxx Xxxxxxxxx | |||||
| Name: | Xxxxxx Xxxxxxxxx | |||||
| Title: | Director | |||||
| Landesbank Hessen-Thüringen Girozentrale as a Lender |
||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxx | |||||
| Title: | Vice President, Corporate Finance Division Structured Finance |
|||||
| By: | /s/ Xxxxxxxxx X. Xxxxx | |||||
| Name: | Xxxxxxxxx X. Xxxxx | |||||
| Title: | Senior Vice President, Landesbank Hessen- Thüringen, New York Branch |
|||||
| FORE CONVERTIBLE MASTER FUND, LTD as a Lender |
||||||
| By: | /s/ Xxx Xxx | |||||
| Name: | Xxx Xxx | |||||
| Title: | Chief Portfolio Manager | |||||
| FORE ERISA FUND, LTD as a Lender |
||||||
| By: | /s/ Xxx Xxx | |||||
| Name: | Xxx Xxx | |||||
| Title: | Chief Portfolio Manager | |||||
| FORE MULTI STRATEGY MASTER FUND, LTD, as a Lender |
||||||
| By: | /s/ Xxx Xxx | |||||
| Name: | Xxx Xxx | |||||
| Title: | Chief Portfolio Manager | |||||
| FORE LEVERAGED LOAN OPPORTUNITY FUND, LTD, as a Lender |
||||||
| By: | /s/ Xxx Xxx | |||||
| Name: | Xxx Xxx | |||||
| Title: | Chief Portfolio Manager | |||||
| FORE CONVERTIBLE MASTER FUND, LTD as a Lender |
||||||
| By: | /s/ Xxx Xxx | |||||
| Name: | Xxx Xxx | |||||
| Title: | Chief Portfolio Manager | |||||
| MAN MAC 1 LIMITED as a Lender |
||||||
| By: | /s/ Xxx Xxx | |||||
| Name: | Xxx Xxx | |||||
| Title: | Chief Portfolio Manager | |||||
| HSH Nordbank AG, New York Branch as a Lender |
||||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||||
| Name: | Xxxxxx X. Xxxxxx | |||||
| Title: | Senior Vice President, HSH Nordbank, New York Branch |
|||||
| By: | /s/ Xxxx Xxxxxxx | |||||
| Name: | Xxxx Xxxxxxx | |||||
| Title: | Vice President | |||||
| BLACK DIAMOND CLO 2005-2 Ltd. | ||||||
| By: | Black Diamond CLO 2005-2 Adviser, L.L.C. | |||||
| As its Collateral Manager As a Lender |
||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxx | |||||
| Title: | Managing Principal | |||||
| BLACK DIAMOND CLO 2005-1 Ltd. | ||||||
| By: | Black Diamond CLO 2005-1 Adviser, L.L.C. | |||||
| As its Collateral Manager As a Lender |
||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxx | |||||
| Title: | Managing Principal | |||||
| BLACK DIAMOND CLO 2006-1 Ltd. | ||||||
| By: | Black Diamond CLO 2006-1 Adviser, L.L.C. | |||||
| As its Collateral Manager As a Lender |
||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
| Name: | Xxxxxxx X. Xxxxxxx | |||||
| Title: | Managing Principal | |||||
| Black Diamond International Funding, Ltd. As Advised by BDCM Fund Advisor, L.L.C. As a Lender |
||||||
| By: | /s/ Xxxxx Xxxxxxxxx | |||||
| Name: | Xxxxx Xxxxxxxxx | |||||
| Title: | Director | |||||
| SECURITY INCOME FUND-INCOME OPPORTUNITY SERIES |
||||
| By: | Four Corners Capital Management, LLC | |||
| As Sub-Adviser |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxx | |||
| Title: | Senior Vice President | |||
| FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND |
||||
| By: | Four Corners Capital Management, LLC | |||
| As Sub-Adviser |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxx | |||
| Title: | Senior Vice President | |||
| FOUR CORNERS CLO 2005-1, LTD. | ||||
| By: | Four Corners Capital Management, LLC | |||
| As Sub-Adviser |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxx | |||
| Title: | Senior Vice President | |||
| FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II |
||||
| By: | Four Corners Capital Management, LLC | |||
| As Sub-Adviser |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxx | |||
| Title: | Senior Vice President | |||
| FORTRESS PORTFOLIO TRUST | ||||
| By: | Four Corners Capital Management, LLC | |||
| As Sub-Adviser |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxx | |||
| Title: | Senior Vice President | |||
| MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND |
||||
| By: | Four Corners Capital Management, LLC | |||
| As Sub-Adviser |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxx | |||
| Title: | Senior Vice President | |||
| The Foothill Group, Inc. as a Lender |
||||
| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
| Raven Credit Opportunities Master Fund, Ltd. as a Lender by Raven Asset Management, LLC as Investment Advisor |
||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | CFO | |||
| ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG as a Lender |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Managing Director | |||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Executive Director | |||
| Citigroup Financial Products, Inc. as a Lender |
||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| Dresdner Bank AG, New York and Grand Cayman Branches as a Lender |
||||
| By: | /s/ Xxxxx Xxxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Director | |||
| LightPoint CLO 2004-1, Ltd. Premium Loan Trust I, Ltd. LightPoint CLO III, Ltd. LightPoint CLO IV, Ltd. (as an Institution) |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Director | |||
| FREESTYLE SPECIAL OPPORTUNITIES MASTER FUND, LTD. as a Lender |
||||
| By: | /s/ Xxxxxx XxxXxx | |||
| Name: | Xxxxxx XxxXxx | |||
| Title: | Managing Member of Freestyle Fund Services | |||
| Company LLC, Investment Manager | ||||
| AUGUSTA TRADING LLC, as a Lender |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxxxx X. Xxxxxxx | |||
| Title: | Assistant Vice President | |||
| JUPITER LOAN FUNDING LLC, as a Lender |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxxxx X. Xxxxxxx | |||
| Title: | Assistant Vice President | |||
| GLOBAL LEVERAGED CAPITAL CREDIT OPPORTUNITY FUND I, as a Lender GLOBAL LEVERAGED CAPITAL MANAGEMENT, LLC, as Collateral Manager |
||||
| By: | /s/ Xxxx Xxx | |||
| Name: | Xxxx Xxx | |||
| Title: | Analyst | |||
| WIND RIVER CLO I LTD | ||||
| By: | XxXxxxxxx Investment Management, LLC | |||
| as Manager as a Lender |
||||
| By: | /s/ Xxxxxxxx A, Zam | |||
| Name: | Xxxxxxxx X. Zam | |||
| Title: | Vice President | |||
| WIND RIVER CLO II — XXXX INVESTORS LTD | ||||
| By: | XxXxxxxxx Investment Management, LLC | |||
| as Manager as a Lender |
||||
| By: | /s/ Xxxxxxxx A, Zam | |||
| Name: | Xxxxxxxx X. Zam | |||
| Title: | Vice President | |||
| XXXXXXXXX LOAN OPPORTUNITY LTD. | ||||
| By: | XxXxxxxxx Investment Management, LLC | |||
| as Manager as a Lender |
||||
| By: | /s/ Xxxxxxxx A, Zam | |||
| Name: | Xxxxxxxx X. Zam | |||
| Title: | Vice President | |||
| GANNETT PEAK CLO I, LTD. | ||||
| By: | XxXxxxxxx Investment Management, LLC | |||
| as Manager as a Lender |
||||
| By: | /s/ Xxxxxxxx A, Zam | |||
| Name: | Xxxxxxxx X. Zam | |||
| Title: | Vice President | |||
| EAGLE CREEK CLO, LTD. as a Lender |
||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Authorized Xxxxxx | |||
| FALL CREEK CLO, LTD. as a Lender |
||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Authorized Xxxxxx | |||
| TRS FORE LLC, As a Lender | ||||
| By: | Deutsche Bank AG New York Branch, | |||
| its sole member | ||||
| By: | DB Services New Jersey, Inc. | |||
| By: | /s/ Xxxxxxx X’Xxxxxx | |||
| Name: | Xxxxxxx X’Xxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Assistant Vice President | |||
| BROOKFIELD ASSET MANAGEMENT INC. | ||||||||
| as a Lender | ||||||||
| By: | /s/ [illegible] | |||||||
| Name: | ||||||||
| Title: | ||||||||
| Ares IIR CLO Ltd. | ||||||||
| By: | Ares CLO Management IIR, L.P., | |||||||
| Investment Manager | ||||||||
| By: | Ares CLO GP IIR, LLC, | |||||||
| Its General Partner | ||||||||
| as a Lender | ||||||||
| By: | /s/ Xxxx Xxxxx | |||||||
| Name: | Xxxx Xxxxx | |||||||
| Title: | Vice President | |||||||
| Ares VR CLO Ltd. | ||||||||
| By: | Ares CLO Management VR, L.P., | |||||||
| Investment Manager | ||||||||
| By: | Ares CLO GP VR, LLC, | |||||||
| Its General Partner | ||||||||
| as a Lender | ||||||||
| By: | /s/ Xxxx Xxxxx | |||||||
| Name: | Xxxx Xxxxx | |||||||
| Title: | Vice President | |||||||
| Ares VIR CLO Ltd. | ||||||||
| By: | Ares CLO Management VIR, L.P., | |||||||
| Investment Manager | ||||||||
| By: | Ares CLO GP VIR, LLC, | |||||||
| Its General Partner | ||||||||
| as a Lender | ||||||||
| By: | /s/ Xxxx Xxxxx | |||||||
| Name: | Xxxx Xxxxx | |||||||
| Title: | Vice President | |||||||
| Ares VII CLO Ltd. | ||||||||
| By: | Ares CLO Management VIII, L.P., | |||||||
| Investment Manager | ||||||||
| By: | Ares CLO GP VIII, LLC, | |||||||
| Its General Partner | ||||||||
| as a Lender | ||||||||
| By: | /s/ Xxxx Xxxxx | |||||||
| Name: | Xxxx Xxxxx | |||||||
| Title: | Vice President | |||||||
| Ares IX CLO Ltd. | ||||||||
| By: | Ares CLO Management IX, L.P., | |||||||
| Investment Manager | ||||||||
| By: | Ares CLO GP IX, LLC, | |||||||
| Its General Partner | ||||||||
| as a Lender | ||||||||
| By: | /s/ Xxxx Xxxxx | |||||||
| Name: | Xxxx Xxxxx | |||||||
| Title: | Vice President | |||||||
| Ares X CLO Ltd. | ||||||||
| By: | Ares CLO Management X, L.P., | |||||||
| Investment Manager | ||||||||
| By: | Ares CLO GP X, LLC, | |||||||
| Its General Partner | ||||||||
| as a Lender | ||||||||
| By: | /s/ Xxxx Xxxxx | |||||||
| Name: | Xxxx Xxxxx | |||||||
| Title: | Vice President | |||||||
| CONFLUENT 2 LIMITED. | ||||||||
| By: | Ares Private Account Management I, L.P. | |||||||
| as Sub-Manager | ||||||||
| By: | Ares Management LLC, as Manager | |||||||
| as a Lender | ||||||||
| By: | /s/ Xxxx Xxxxx | |||||||
| Name: | Xxxx Xxxxx | |||||||
| Title: | Vice President | |||||||
| ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD. | ||||||||
| By: | Ares Enhanced Loan Management, L.P., | |||||||
| Investment Manager | ||||||||
| By: | Ares Enhanced Loan GP, LLC | |||||||
| Its General Partner | ||||||||
| as a Lender | ||||||||
| By: | /s/ Xxxx Xxxxx | |||||||
| Name: | Xxxx Xxxxx | |||||||
| Title: | Vice President | |||||||
| ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD. | ||||||||
| By: | Ares Enhanced Loan Management II, L.P., | |||||||
| Investment Manager | ||||||||
| By: | Ares Enhanced Loan XX XX, LLC | |||||||
| Its General Partner | ||||||||
| as a Lender | ||||||||
| By: | /s/ Xxxx Xxxxx | |||||||
| Name: | Xxxx Xxxxx | |||||||
| Title: | Vice President | |||||||
| KC CLO II Plc | ||||||||
| as a Lender | ||||||||
| By: | /s/ Xxxxxxx Xxxxxx | |||||||
| Name: | Xxxxxxx Xxxxxx | |||||||
| Title: | Assistant Vice President, Operations | |||||||
| Union Bank of California, N.A., as a Lender | ||||||||
| By: | /s/ Xxxxx Read | |||||||
| Name: | Xxxxx Read | |||||||
| Title: | Vice President | |||||||
| [Four Corners CLO II, LTD.] | ||||||||
| as a Lender | ||||||||
| By: | /s/ Xxxxx Xxx Xxxxxxxxxx | |||||||
| Name: | Xxxxx Xxx Xxxxxxxxxx | |||||||
| Title: | Assistant Vice President | |||||||
| KNIGHT CBNA LOAN FUNDING - KNIGHT CFPI LOAN FUNDING LLC Knight CBNA Loan Funding LLC, for itself or as Agent for Knight CFPI Loan Funding LLC as a Lender |
||||
| By: | /s/ Xxxxx Xxx Xxxxxxxxxx | |||
| Name: | Xxxxx Xxx Xxxxxxxxxx | |||
| Title: | Assistant Vice President | |||
| General Electric Capital Corporation as a Lender |
||||
| By: | /s/ Xxx Xxxxx | |||
| Name: | Xxx Xxxxx | |||
| Title: | Duly Authorized Signatory | |||
| CREDIT SUISSE CAPITAL LLC as a Lender |
||||
| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | ` Authorized Signatory | |||
| CREDIT SUISSE CAPITAL LLC as a Lender |
||||
| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Authorized Signatory | |||
| CREDIT SUISSE LOAN FUNDING LLC as a Lender |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Managing Director | |||
| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Authorized Signatory | |||
| CYPRESSTREE CLAIF FUNDING LLC as a Lender |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxxxx X. Xxxxxxx | |||
| Title: | Assistant Vice President | |||
| Evergreen CBNA Loan Funding LLC as a Lender |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Attorney-in-Fact | |||
| Grand Central Asset Trust, KMT Series as a Lender |
||||
| By: | /s/ Xxxxx Xxx Xxxxxxxxxx | |||
| Name: | Xxxxx Xxx Xxxxxxxxxx | |||
| Title: | Assistant Vice President | |||
| Grand Central Asset Trust, KMT Series as a Lender |
||||
| By: | /s/ Xxxxx Xxx Xxxxxxxxxx | |||
| Name: | Xxxxx Xxx Xxxxxxxxxx | |||
| Title: | Assistant Vice President | |||
| The Hartford Mutual Funds, Inc., on behalf of the Hartford Floating Rate Fund by Hartford Investment Management Company, its sub-advisor, as a Lender |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxxxx X. Xxxxx | |||
| Title: | Vice President | |||
| [Oppenheimer Senior Floating Rate Fund] as a Lender |
||||
| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Manager | |||
| [HarbourView CLO 2006-1, Ltd.] as a Lender |
||||
| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Manager | |||
| Azure Funding North America I as a Lender |
||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Authorized Signatory | |||
| Azure Funding North America II as a Lender |
||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Authorized Signatory | |||
| Grand Central Asset Trust, BAS Series as a Lender |
||||
| By: | /s/ Xxxxx Xxx Xxxxxxxxxx | |||
| Name: | Xxxxx Xxx Xxxxxxxxxx | |||
| Title: | Assistant Vice President | |||
| SOL Loan Funding LLC as a Lender |
||||
| By: | /s/ Xxxxx Xxx Xxxxxxxxxx | |||
| Name: | Xxxxx Xxx Xxxxxxxxxx | |||
| Title: | Assistant Vice President | |||
| Sankaty Advisors, LLC as Collateral Manager for Castle Hill II — INGOTS, Ltd., as Term Lender as a Lender |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxx | |||
| Title: | Chief Compliance Officer Assistant Secretary |
|||
| Sankaty Advisors, LLC as Collateral Manager for Castle Hill III CLO, Limited, as Term Lender as a Lender |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxx | |||
| Title: | Chief Compliance Officer Assistant Secretary | |||
| Sankaty Advisors, LLC as Collateral Manager for Loan Funding XI LLC, as Term Lender as a Lender |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxx | |||
| Title: | Chief Compliance Officer Assistant Secretary | |||
| Chatham Light II CLO, Limited, by Sankaty Advisors, LLC as Collateral Manager as a Lender |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxx | |||
| Title: | Chief Compliance Officer Assistant Secretary | |||
| Katonah III, Ltd. by Sankaty Advisors, LLC, as Sub-Advisors as a Lender |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxx | |||
| Title: | Chief Compliance Officer Assistant Secretary | |||
| Sankaty Advisors, LLC as Collateral Manager for Xxxx Point CLO, Limited as Collateral Manager as a Lender |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxx | |||
| Title: | Chief Compliance Officer Assistant Secretary | |||
| Sankaty Advisors, LLC as Collateral Manager for Prospect Funding I, LLC, as Term Lender as a Lender |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxx | |||
| Title: | Chief Compliance Officer Assistant Secretary | |||
| Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender as a Lender |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxx | |||
| Title: | Chief Compliance Officer Assistant Secretary | |||
| Sankaty Advisors, LLC as Collateral Manager for Race Point III CLO, Limited as Term Lender as a Lender |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxx | |||
| Title: | Chief Compliance Officer Assistant Secretary | |||
| Sankaty High Yield Partners II, L.P. as a Lender |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxx | |||
| Title: | Chief Compliance Officer Assistant Secretary | |||
| Sankaty High Yield Partners III, L.P. as a Lender |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxx | |||
| Title: | Chief Compliance Officer Assistant Secretary | |||
| Trumbull THC2 Loan Funding LLC, for itself or as agent for Trumbull THC2 CFPI Loan Funding LLC as a Lender |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Attorney-in-Fact | |||
| CITIBANK, N.A., as a Lender |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxxxx X. Xxxxxxx | |||
| Title: | Attorney-in-Fact | |||
| Xxxxx Capital Management 12222133 Xxxxx Capital Management 12222133 Xxxxx Capital Management 18866500 Xxxxx Capital Management 13823100 Xxxxx Capital Management 16463700 Xxxxx Capital Management 16463700 Xxxxx Capital Management 13823100 Xxxxx Capital Management 18866500 Vulcan Ventures Inc. Silverado CLO 2006-I Limited |
||||
| By: | Xxxxx Capital Management | |||
| as Portfolio Manager | ||||
| as a Lender |
||||
| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Authorized Signatory | |||
| BlueMountain CLO Ltd as a Lender |
||||
| By: | /s/ Xxxxxxxx Xxxxx | |||
| Name: | Xxxxxxxx Xxxxx | |||
| Title: | Associate | |||
| BlueMountain CLO II Ltd as a Lender |
||||
| By: | /s/ Xxxxxxxx Xxxxx | |||
| Name: | Xxxxxxxx Xxxxx | |||
| Title: | Associate | |||
| DEUTSCHE BANK TRUST COMPANY AMERICAS | ||||
| By: | DB Services New Jersey, Inc. as a Lender | |||
| By: | /s/ Xxxxxx Xxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Assistant Vice President | |||
| HARBOUR TOWN FUNDING LLC, as a Lender |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxxxx X. Xxxxxxx | |||
| Title: | Assistant Vice President | |||
| Atlas Loan Funding (Hartford), LLC | ||||
| By: | Atlas Capital Funding, Ltd. | |||
| By: | Structured Asset Investors, LLC | |||
| Its Investment Manager as a Lender |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Associate | |||
| SOF INVESTMENTS, L.P. as a Lender |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Manager and General Counsel | |||
| TRS VENOR LLC | ||||
| By: | Deutsche Bank AG New York Branch, | |||
| its Sole Member | ||||
| By: | DB Services New Jersey, Inc. | |||
| as a Lender |
||||
| By: | /s/ Xxxxxxx X’Xxxxx | |||
| Name: | Xxxxxxx X’Xxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Assistant Vice President | |||
| LONG LANE MASTER TRUST IV, as a Lender |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxxxx X. Xxxxxxx | |||
| Title: | Authorized Agent | |||
| SKY CBNA LOAN FUNDING as a Lender |
||||
| By: | /s/ Xxxxx Balmark | |||
| Name: | Xxxxx Balmark | |||
| Title: | Attorney-in-Fact | |||
| Bayerische Landesbank, New York Branch as an Original Lender consenting hereto |
||||||
| By: | /s/ Xxxxxxxx Xxxxxxxxxx | |||||
| Name: Xxxxxxxx Xxxxxxxxxx | ||||||
| Title: Vice President | ||||||
| By: | /s/ Xxxxxx Xxxxxx | |||||
| Name: Xxxxxx Xxxxxx | ||||||
| Title: Vice President | ||||||
| [Symphony CLO I] as a Lender |
||||||
| By: Symphony Asset Management LLC | ||||||
| By: | /s/ Xxxxx Xxxxx | |||||
| Name: Xxxxx Xxxxx | ||||||
| Title: Portfolio Manager | ||||||
| [Symphony CLO II] as a Lender |
||||||
| By: | Symphony Asset Management LLC | |||||
| By: | /s/ Xxxxx Xxxxx | |||||
| Name: Xxxxx Xxxxx | ||||||
| Title: Portfolio Manager | ||||||
| TRS ARIA LLC | ||||||
| By: | Deutsche Bank AG New York Branch, | |||||
| its Sole Member | ||||||
| By: | DB Services New Jersey, Inc. | |||||
| as a Lender | ||||||
| By: | /s/ Xxxxxxx X’Xxxxx | |||||
| Name: Xxxxxxx X’Xxxxx | ||||||
| Title: Vice President | ||||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||||
| Name: Xxxxxxx Xxxxxxx | ||||||
| Title: Assistant Vice President | ||||||
| TCW Absolute Return Credit Fund, L.P., | ||||||
| As General Partner | ||||||
| TCW ASSET MANAGEMENT COMPANY | ||||||
| its Managing Member | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||||
| Name: Xxxxxxx X. Xxxxxx | ||||||
| Title: Managing Director | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxxx | |||||
| Name: Xxxxx X. Xxxxxxxxx | ||||||
| Title: Senior Vice President | ||||||
| LIMITED PARTNERS: | ||||||
| Those Persons Identified on the Records of the General Partner | ||||||
| By: TCW Absolute Return Credit Fund, L.P. | ||||||
| as attorney-in-fact | ||||||
| BY: TCW ASSET MANAGEMENT COMPANY | ||||||
| its Managing Member | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||||
| Name: Xxxxxxx X. Xxxxxx | ||||||
| Title: Managing Director | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxxx | |||||
| Name: Xxxxx X. Xxxxxxxxx | ||||||
| Title: Senior Vice President | ||||||
| CELERITY CLO LIMITED | ||||||
| By: | TCW Advisors, Inc., as Agent | |||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: Xxxxx Xxxxxx | ||||||
| Title: Vice President | ||||||
| By: | /s/ Xxx Xxxxxxxxx | |||||
| Name: Xxx Xxxxxxxxx | ||||||
| Title: Vice President | ||||||
| FIRST 2004-I CLO, LTD. | ||||||
| By: TCW Advisors, Inc., its Collateral Manager | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: Xxxxx Xxxxxx | ||||||
| Title: Vice President | ||||||
| By: | /s/ Xxx Xxxxxxxxx | |||||
| Name: Xxx Xxxxxxxxx | ||||||
| Title: Vice President | ||||||
| FIRST 2004-II CLO, LTD. | ||||||
| By: | TCW Advisors, Inc., its Collateral Manager | |||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: Xxxxx Xxxxxx | ||||||
| Title: Vice President | ||||||
| By: | /s/ Xxx Xxxxxxxxx | |||||
| Name: Xxx Xxxxxxxxx | ||||||
| Title: Vice President | ||||||
| LOAN FUNDING I LLC, | ||||||
| a wholly-owned subsidiary of Citibank, N.A. | ||||||
| By: | TCW Advisors, Inc., as Portfolio Manager of Loan Funding I LLC | |||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: Xxxxx Xxxxxx | ||||||
| Title: Vice President | ||||||
| By: | /s/ Xxx Xxxxxxxxx | |||||
| Name: Xxx Xxxxxxxxx | ||||||
| Title: Vice President | ||||||
| TCW SELECT LOAN FUND, LIMITED | ||||||
| By: | TCW Advisors, Inc., its Collateral Manager | |||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: Xxxxx Xxxxxx | ||||||
| Title: Vice President | ||||||
| By: | /s/ Xxx Xxxxxxxxx | |||||
| Name: Xxx Xxxxxxxxx | ||||||
| Title: Vice President | ||||||
| TCW Senior Secured Loan Fund | ||||||
| By: TCW Advisors, Inc., its Investment Advisor | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: Xxxxx Xxxxxx | ||||||
| Title: Vice President | ||||||
| By: | /s/ Xxx Xxxxxxxxx | |||||
| Name: Xxx Xxxxxxxxx | ||||||
| Title: Vice President | ||||||
| TCW Senior Secured Floating Rate Loan Fund, L.P. | ||||||
| By: | TCW Advisors, Inc., | |||||
| as it Investment Manager | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxx Xxxxxxxxx | |||
| Name: | Xxx Xxxxxxxxx | |||
| Title: | Vice President | |||
| VELOCITY CLO, LTD. | ||||||
| By: | TCW Advisors, Inc., its Collateral Manager | |||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxx Xxxxxxxxx | |||
| Name: | Xxx Xxxxxxxxx | |||
| Title: | Vice President | |||
| VITESSE CLO LTD. | ||||||
| By: | TCW Advisors, Inc., as its Portfolio Manager | |||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxx Xxxxxxxxx | |||
| Name: | Xxx Xxxxxxxxx | |||
| Title: | Vice President | |||
| Cornerstone CLO Ltd. | ||||||
| By: | Stone Tower Debt Advisors LLC., | |||||
| As Its Collateral Manager | ||||||
| By: | [/s/ Xxxxxxx Xxxxxxxxx] | |||
| Name: | ||||
| Title: | ||||
| Stone Tower CLO V Ltd. | ||||||
| By: | Stone Tower Debt Advisors LLC., | |||||
| As Its Collateral Manager | ||||||
| By: | [/s/ Xxxxxxx Xxxxxxxxx] | |||
| Name: | ||||
| Title: | ||||
| Granite Ventures I Ltd. | ||||||
| By: | Stone Tower Debt Advisors LLC., | |||||
| As Its Collateral Manager | ||||||
| By: | [/s/ Xxxxxxx Xxxxxxxxx] | |||
| Name: | ||||
| Title: | ||||
| Rampart CLO I Ltd. | ||||||
| By: | Stone Tower Debt Advisors LLC., | |||||
| As Its Collateral Manager | ||||||
| By: | [/s/ Xxxxxxx Xxxxxxxxx] | |||
| Name: | ||||
| Title: | ||||
| Stone Tower CLO IV Ltd. | ||||||
| By: | Stone Tower Debt Advisors LLC., | |||||
| As Its Collateral Manager | ||||||
| By: | [/s/ Xxxxxxx Xxxxxxxxx] | |||
| Name: | ||||
| Title: | ||||
| Stone Tower Credit Funding Ltd. | ||||||
| By: | Stone Tower Debt Advisors LLC., | |||||
| As Its Collateral Manager | ||||||
| By: | [/s/ Xxxxxxx Xxxxxxxxx] | |||
| Name: | ||||
| Title: | ||||
| Granite Ventures III Ltd. | ||||||
| By: | Stone Tower Debt Advisors LLC., | |||||
| As Its Collateral Manager | ||||||
| By: | [/s/ Xxxxxxx Xxxxxxxxx] | |||
| Name: | ||||
| Title: | ||||
| Granite Ventures II Ltd. | ||||||
| By: | Stone Tower Debt Advisors LLC., | |||||
| As Its Collateral Manager | ||||||
| By: | [/s/ Xxxxxxx Xxxxxxxxx] | |||
| Name: | ||||
| Title: | ||||
| Stone Tower CLO IV Ltd. | ||||||
| By: | Stone Tower Debt Advisors LLC., | |||||
| As Its Collateral Manager | ||||||
| By: | [/s/ Xxxxxxx Xxxxxxxxx] | |||
| Name: | ||||
| Title: | ||||
| Granite Ventures I Ltd. | ||||||
| By: | Stone Tower Debt Advisors LLC., | |||||
| As Its Collateral Manager | ||||||
| By: | [/s/ Xxxxxxx Xxxxxxxxx] | |||
| Name: | ||||
| Title: | ||||
| Stone Tower CLO II Ltd. By: Stone Tower Debt Advisors LLC., As Its Collateral Manager |
||||
| By: | [/s/ Xxxxxxx Xxxxxxxxx] | |||
| Name: | ||||
| Title: | ||||
| Stone Tower Credit Funding Ltd. By: Stone Tower Fund Management LLC., As Its Collateral Manager |
||||
| By: | [/s/ Xxxxxxx Xxxxxxxxx] | |||
| Name: | ||||
| Title: | ||||
| NATIXIS New York Branch as a Lender |
||||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Director | |||
| NATIXIS New York Branch as a Lender |
||||
| By: | /s/ Xxxxxx Xxxx | |||
| Name: | Xxxxxx Xxxx | |||
| Title: | Associate | |||
