EIGHTH AMENDMENT
Exhibit 10.3
EIGHTH AMENDMENT
THIS EIGHTH AMENDMENT (this “Amendment”) dated as of April 22, 2015 to the Credit Agreement referenced below is by and among ACADIA HEALTHCARE COMPANY, INC., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).
W I T N E S S E T H
WHEREAS, revolving credit and term loan facilities have been extended to the Borrower pursuant to that certain Amended and Restated Credit Agreement dated as of December 31, 2012 (as amended, modified, supplemented, increased and extended from time to time, the “Credit Agreement”) by and among the Borrower, the Guarantors identified therein, the Lenders identified therein and the Administrative Agent; and
WHEREAS, the Borrower has requested certain modifications to the Credit Agreement and the Required Lenders have agreed to such modifications to the Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.
2. Amendment to the Credit Agreement. The following definition in Section 1.01 of the Credit Agreement is amended and restated in its entirety to read as follows:
“Change of Control” means an event or series of events by which:
(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding (i) any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and (ii) the Sponsor and its Controlled Investment Affiliates) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all Equity Interests that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of thirty-five percent (35%) or more of the Equity Interests of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or
(b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election
or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or
(c) the occurrence of a “Change of Control” (or any comparable term) under, and as defined in, any agreement, document or instrument governing or otherwise relating to any Senior Unsecured Indebtedness.
3. Conditions Precedent. This Amendment shall become effective as of the date hereof upon receipt by the Administrative Agent of executed counterparts of this Amendment properly executed by a Responsible Officer of each Loan Party, the Required Lenders and the Administrative Agent.
4. Amendment is a “Loan Document”. This Amendment is a Loan Document and all references to a “Loan Document” in the Credit Agreement and the other Loan Documents (including, without limitation, all such references in the representations and warranties in the Credit Agreement and the other Loan Documents) shall be deemed to include this Amendment.
5. Representations and Warranties; No Default. Each Loan Party represents and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment (a) the representations and warranties of each Loan Party contained in the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection with the Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, and (b) no Default exists.
6. Reaffirmation of Obligations. Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment does not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents.
7. Reaffirmation of Security Interests. Each Loan Party (a) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that this Amendment does not in any manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents.
8. FATCA. Borrower hereby certifies to the Administrative Agent and the Lenders that the obligations of the Borrower set forth in the Credit Agreement, as modified by this Amendment, qualify as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). From and after the effective date of the Amendment, the Borrower shall indemnify the Administrative Agent, and hold it harmless from, any and all losses, claims, damages, liabilities and related interest, penalties and expenses, including, without limitation, Taxes and the fees, charges and disbursements of any counsel for any of the foregoing, arising in connection with the Administrative Agent’s treating, for purposes of determining withholding Taxes imposed under FATCA, the Loans as qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). Notwithstanding the foregoing, the Borrower and the Administrative Agent shall treat the Tranche B Term Loan as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). The Borrower’s obligations hereunder shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all of the Obligations.
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9. No Other Changes. Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect.
10. Counterparts; Delivery. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of this Amendment by facsimile or other electronic imaging means shall be effective as an original.
11. Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Eighth Amendment to be duly executed and delivered as of the date first above written.
| BORROWER: | ACADIA HEALTHCARE COMPANY, INC., a Delaware corporation | |
| By: /s/ Brent Turner Name: Brent Turner Title: President | ||
| GUARANTORS: | ABILENE BEHAVIORAL HEALTH, LLC, a Delaware limited liability company ABILENE HOLDING COMPANY, LLC, a Delaware limited liability company ACADIA MANAGEMENT COMPANY, LLC, a Delaware limited liability company ACADIA MERGER SUB, LLC, a Delaware limited liability company ACADIANA ADDICTION CENTER, LLC, a Delaware limited liability company ADVANCED TREATMENT SYSTEMS, INC., a Virginia corporation ASCENT ACQUISITION, LLC, an Arkansas limited liability company ASCENT ACQUISITION—CYPDC, LLC, an Arkansas limited liability company ASCENT ACQUISITION—PSC, LLC, an Arkansas limited liability company ASPEN EDUCATION GROUP, INC., a California corporation ASPEN YOUTH, INC., a California corporation ATS OF CECIL COUNTY, INC., a California corporation ATS OF DELAWARE, INC., a Virginia corporation ATS OF NORTH CAROLINA, INC., a Virginia corporation AUSTIN BEHAVIORAL HOSPITAL, LLC, a Delaware limited liability company AUSTIN EATING DISORDERS PARTNERS, LLC, a Missouri limited liability company BATON ROUGE TREATMENT CENTER, INC., a Louisiana corporation BAYSIDE MARIN, INC., a Delaware corporation BCA OF DETROIT, LLC, a Delaware limited liability company BECKLEY TREATMENT CENTER, LLC, a West Virginia limited liability company BEHAVIORAL CENTERS OF AMERICA, LLC, a Delaware limited liability company BGI OF BRANDYWINE, INC., a Virginia corporation BOWLING GREEN INN OF PENSACOLA, INC., a Virginia corporation BOWLING GREEN INN OF SOUTH DAKOTA, INC., a Virginia corporation CALIFORNIA TREATMENT SERVICES, a California general partnership CAPS OF VIRGINIA, INC., a Virginia corporation CARTERSVILLE CENTER, INC., a Georgia corporation | |
| By: /s/ Brent Turner Name: Brent Turner Title: Vice President and Assistant Secretary | ||
[SIGNATURE PAGES CONTINUE]
| CASCADE BEHAVIORAL HOLDING COMPANY, LLC, a Delaware limited liability company CASCADE BEHAVIORAL HOSPITAL, LLC, a Delaware limited liability company CENTERPOINTE COMMUNITY BASED SERVICES, LLC, an Indiana limited liability company CHARLESTON TREATMENT CENTER, LLC, a West Virginia limited liability company CLARKSBURG TREATMENT CENTER, LLC, a West Virginia limited liability company COMMODORE ACQUISITION SUB, LLC, a Delaware limited liability company COMPREHENSIVE ADDICTION PROGRAMS, INC., a Delaware corporation CORAL HEALTH SERVICES, INC., a Wisconsin corporation CRC ED TREATMENT, INC., a Delaware corporation CRC HEALTH CORPORATION, a Delaware corporation CRC HEALTH GROUP, INC., a Delaware corporation CRC HEALTH OREGON, INC., an Oregon corporation CRC HEALTH TENNESSEE, INC., a Tennessee corporation CRC HOLDINGS, LLC, a Delaware corporation CRC RECOVERY, INC., a Delaware corporation CRC WEIGHT MANAGEMENT, INC., a Delaware corporation CRC WISCONSIN RD, LLC, a Wisconsin limited liability company CROSSROADS REGIONAL HOSPITAL, LLC, a Delaware limited liability company DELTA MEDICAL SERVICES, LLC, a Tennessee limited liability company DETROIT BEHAVIORAL INSTITUTE, INC., a Massachusetts corporation DMC-MEMPHIS, LLC, a Tennessee limited liability company EAST INDIANA TREATMENT CENTER, LLC, an Indiana limited liability company EVANSVILLE TREATMENT CENTER, LLC, an Indiana limited liability company FOUR CIRCLES RECOVERY CENTER, LLC, a Delaware limited liability company GALAX TREATMENT CENTER, INC., a Virginia corporation GENERATIONS BH, LLC, an Ohio limited liability company GREENLEAF CENTER, LLC, a Delaware limited liability company HABILITATION CENTER, LLC, an Arkansas limited liability company HABIT HOLDINGS, INC., a Delaware corporation HABIT OPCO, INC., a Delaware corporation HERMITAGE BEHAVIORAL, LLC, a Delaware limited liability company HMIH CEDAR CREST, LLC, a Delaware limited liability company | ||
| By: /s/ Brent Turner Name: Brent Turner Title: Vice President and Assistant Secretary | ||
[SIGNATURE PAGES CONTINUE]
| HUNTINGTON TREATMENT CENTER, LLC, a West Virginia limited liability company INDIANAPOLIS TREATMENT CENTER, LLC, an Indiana limited liability company JAYCO ADMINISTRATION, INC., a Nevada corporation KIDS BEHAVIORAL HEALTH OF MONTANA, INC., a Montana corporation LAKELAND HOSPITAL ACQUISITION, LLC, a Georgia limited liability company MCCALLUM GROUP, LLC, a Missouri limited liability company MCCALLUM PROPERTIES, LLC, a Missouri limited liability company MILLCREEK SCHOOL OF ARKANSAS, LLC, an Arkansas limited liability company MILLCREEK SCHOOLS, LLC, a Mississippi limited liability company MILWAUKEE HEALTH SERVICES SYSTEM, a California general partnership NATIONAL SPECIALITY CLINICS, LLC, a Delaware limited liability company NORTHEAST BEHAVIORAL HEALTH, LLC, a Delaware limited liability company OHIO HOSPITAL FOR PSYCHIATRY, LLC, an Ohio limited liability company OPTIONS TREATMENT CENTER ACQUISITION CORPORATION, an Indiana corporation PARKERSBURG TREATMENT CENTER, LLC, a West Virginia limited liability company PARK ROYAL FEE OWNER, LLC, a Delaware limited liability company PHC MEADOWWOOD, LLC, a Delaware limited liability company PHC OF MICHIGAN, INC., a Massachusetts corporation PHC OF NEVADA, INC., a Massachusetts corporation PHC OF UTAH, INC., a Massachusetts corporation PHC OF VIRGINIA, LLC, a Massachusetts limited liability company PINEY RIDGE TREATMENT CENTER, LLC, a Delaware limited liability company PSYCHIATRIC RESOURCE PARTNERS, LLC, a Delaware limited liability company QUALITY ADDICTION MANAGEMENT, INC., a Wisconsin corporation REBOUND BEHAVIORAL HEALTH, LLC, a South Carolina limited liability company RED RIVER HOLDING COMPANY, LLC, a Delaware limited liability company RED RIVER HOSPITAL, LLC, a Delaware limited liability company REHABILITATION CENTERS, LLC, a Mississippi limited liability company RESOLUTE ACQUISITION CORPORATION, an Indiana corporation | ||
| By: /s/ Brent Turner Name: Brent Turner Title: Vice President and Assistant Secretary | ||
[SIGNATURE PAGES CONTINUE]
| RICHMOND TREATMENT CENTER, LLC, an Indiana limited liability company RIVERVIEW BEHAVIORAL HEALTH, LLC, a Texas limited liability company RIVERWOODS BEHAVIORAL HEALTH, LLC, a Delaware limited liability company ROLLING HILLS HOSPITAL, LLC, an Oklahoma limited liability company RTC RESOURCE ACQUISITION CORPORATION, an Indiana corporation SAN DIEGO HEALTH ALLIANCE, a California corporation SAN DIEGO TREATMENT SERVICES, a California general partnership SEVEN HILLS HOSPITAL, INC., a Delaware corporation SHAKER CLINIC, LLC, an Ohio limited liability company SHELTERED LIVING INCORPORATED, a Texas corporation SIERRA TUCSON INC., a Delaware corporation SKYWAY HOUSE, LLC, a Delaware limited liability company SOBER LIVING BY THE SEA, INC., a California corporation SONORA BEHAVIORAL HEALTH HOSPITAL, LLC, a Delaware limited liability company SOUTHERN INDIANA TREATMENT CENTER, LLC, an Indiana limited liability company SOUTHWESTERN CHILDREN’S HEALTH SERVICES, INC., an Arizona corporation SOUTHWOOD PSYCHIATRIC HOSPITAL, LLC, a Pennsylvania limited liability company STRUCTURE HOUSE, LLC, a Delaware limited liability company SUCCESS ACQUISITION, LLC, an Indiana limited liability company SUWS OF THE CAROLINAS, INC., a Delaware corporation TALISMAN ACADEMY, LLC, a Delaware corporation TEN LAKES CENTER, LLC, an Ohio limited liability company TEXARKANA BEHAVIORAL ASSOCIATES, L.C., a Texas limited liability company THE CAMP RECOVERY CENTERS, L.P., a California limited partnership TK BEHAVIORAL, LLC, a Delaware limited liability company TK BEHAVIORAL HOLDING COMPANY, LLC, a Delaware limited liability company TRANSCULTURAL HEALTH DEVELOPMENT, INC., a California corporation TREATMENT ASSOCIATES, INC., a California corporation VALLEY BEHAVIORAL HEALTH SYSTEM, LLC, a Delaware limited liability company VERMILION HOSPITAL, LLC, a Delaware limited liability company VILLAGE BEHAVIORAL HEALTH, LLC, a Delaware limited liability company | ||
| By: /s/ Brent Turner Name: Brent Turner Title: Vice President and Assistant Secretary | ||
[SIGNATURE PAGES CONTINUE]
| VIRGINIA TREATMENT CENTER, INC., a Virginia corporation VISTA BEHAVIORAL HOLDING COMPANY, LLC, a Delaware limited liability company VISTA BEHAVIORAL HOSPITAL, LLC, a Delaware limited liability company VOLUNTEER TREATMENT CENTER, INC., a Tennessee corporation WCHS, INC., a California corporation WEBSTER WELLNESS PROFESSIONALS, LLC, a Missouri limited liability company WELLPLACE, INC., a Massachusetts corporation WHEELING TREATMENT CENTER, LLC, a West Virginia limited liability company WHITE DEER REALTY, LTD., a Pennsylvania corporation WHITE DEER RUN, INC., a Pennsylvania corporation WICHITA TREATMENT CENTER INC., a Kansas corporation WILLIAMSON TREATMENT CENTER, LLC, a West Virginia limited liability company WILMINGTON TREATMENT CENTER, INC., a Virginia corporation YOUTH AND FAMILY CENTERED SERVICES OF NEW MEXICO, INC., a New Mexico corporation YOUTH CARE OF UTAH, INC., a Delaware corporation
By: /s/ Brent Turner Name: Brent Turner Title: Vice President and Assistant Secretary
TEN BROECK TAMPA, LLC, a Florida limited liability company THE REFUGE, A HEALING PLACE, LLC, a Florida limited liability company | ||
| By: /s/ Brent Turner Name: Brent Turner Title: President | ||
[SIGNATURE PAGES CONTINUE]
| ADMINISTRATIVE AGENT: | BANK OF AMERICA, N.A., as Administrative Agent | |
| By: /s/ Linda Lov Name: Linda Lov Title: AVP | ||
| LENDERS: | BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender | |
| By: /s/ Suzanne B. Smith Name: Suzanne B. Smith Title: SVP | ||
| FIFTH THIRD BANK | ||
| By: /s/ Thomas Avery Name: Thomas Avery Title: Relationship Manager | ||
| CITIBANK, N.A. | ||
| By: /s/ Alvaro De Velasco Name: Alvaro De Velasco Title: Vice President | ||
| ROYAL BANK OF CANADA | ||
| By: /s/ Diana Lee Name: Diana Lee Title: Authorized Signatory | ||
| REGIONS BANK | ||
| By: /s/ Peter D. Little Name: Peter D. Little Title: Vice President | ||
[SIGNATURE PAGES CONTINUE]
| CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK | ||
| By: /s/ Jeff Ferrell Name: Jeff Ferrell Title: Managing Director | ||
| By: /s/ Amy Trapp Name: Amy Trapp Title: Managing Director | ||
| MUFG UNION BANK, N.A. | ||
| By: /s/ Sarah Willett Name: Sarah Willett Title: Director | ||
| UBS AG, STAMFORD BRANCH | ||
| By: /s/ Kenneth Chin Name: Kenneth Chin Title: Director | ||
| By: /s/ Houssem Daly Name: Houssem Daly Title: Associate Director | ||
| RAYMOND JAMES BANK, N.A. | ||
| By: /s/ Alexander L. Rody Name: Alexander L. Rody Title: Senior Vice President | ||
| GENERAL ELECTRIC CAPITAL CORPORATION | ||
| By: /s/ Danielle Katz Name: Danielle Katz Title: Duly Authorized Signatory | ||
| GE CAPITAL BANK (f/k/a GE CAPITAL FINANCIAL INC.) | ||
| By: /s/ Paul Sleet Name: Paul Sleet Title: Duly Authorized Signatory | ||
| CADENCE BANK, N.A. | ||
| By: /s/ William H. Crawford Name: William H. Crawford Title: EVP | ||
[SIGNATURE PAGES CONTINUE]
| CAPITAL ONE, N.A. | ||
| By: /s/ Ali Zaidi Name: Ali Zaidi Title: Authorized Signatory | ||
| BANK OF MONTREAL | ||
| By: Name: Title: | ||
| PINNACLE BANK | ||
| By: /s/ Allison H. Jones Name: Allison H. Jones Title: Senior Vice President | ||
| FIRST TENNESSEE BANK | ||
| By: /s/ Cathy Wind Name: Cathy Wind Title: SVP | ||
| CAPITAL BANK N.A. | ||
| By: /s/ Nathan Hall Name: Nathan Hall Title: VP | ||
| CAPSTAR BANK | ||
| By: /s/ Timothy B. Fouts Name: Timothy B. Fouts Title: SVP | ||
| DEUTSCHE BANK AG NEW YORK BRANCH | ||
| By: Name: Title: | ||
| AVENUE BANK | ||
| By: /s/ Carol S. Titus Name: Carol S. Titus Title: Senior Vice President | ||
[SIGNATURE PAGES CONTINUE]
| WELLS FARGO PRINCIPAL LENDING, LLC | ||
| By: Name: Title: | ||
| JEFFERIES FINANCE LLC | ||
| By: /s/ J. Paul McDonnell Name: J. Paul McDonnell Title: Managing Director | ||
| JFIN CLO 2007 LTD. | ||
| BY: Apex Credit Partners, as Collateral Manager | ||
| By: /s/ Stephen Goetschius Name: Stephen Goetschius Title: Managing Director | ||
| JFIN CLO 2014-II LTD. | ||
| BY: Apex Credit Partners, as Portfolio Manager | ||
| By: /s/ Stephen Goetschius Name: Stephen Goetschius Title: Managing Director | ||
| JFIN CLO 2014 LTD. | ||
| BY: Apex Credit Partners, as Portfolio Manager | ||
| By: /s/ Stephen Goetschius Name: Stephen Goetschius Title: Managing Director | ||
| JFIN CLO 2012 LTD. | ||
| BY: Apex Credit Partners, as Portfolio Manager | ||
| By: /s/ Stephen Goetschius Name: Stephen Goetschius Title: Managing Director | ||
| [SIGNATURE PAGES CONTINUE] | ||
| JFIN FUND IV 2014 LLC | ||
| BY: Apex Credit Partners, as Portfolio Manager | ||
| By: /s/ Stephen Goetschius Name: Stephen Goetschius Title: Managing Director | ||
| JFIN CLO 2013 LTD. | ||
| BY: Apex Credit Partners, as Portfolio Manager | ||
| By: /s/ Stephen Goetschius Name: Stephen Goetschius Title: Managing Director | ||
| Venture XVII CLO Limited | ||
| BY: its investment advisor, MJX Asset Management, LLC | ||
| By: /s/ Kenneth Ostmann Name: Kenneth Ostmann Title: Managing Director | ||
| Venture XVIII CLO, Limited | ||
| BY: its investment advisor, MJX Asset Management, LLC | ||
| By: /s/ Kenneth Ostmann Name: Kenneth Ostmann Title: Managing Director | ||
| Venture XIV CLO, Limited | ||
| BY: its investment advisor, MJX Asset Management, LLC | ||
| By: /s/ Kenneth Ostmann Name: Kenneth Ostmann Title: Managing Director | ||
| Venture XVI CLO, Limited | ||
| BY: its investment advisor, MJX Asset Management, LLC | ||
| By: /s/ Kenneth Ostmann Name: Kenneth Ostmann Title: Managing Director | ||
| [SIGNATURE PAGES CONTINUE] | ||
| Venture XIX CLO, Limited | ||
| BY: its investment advisor, MJX Asset Management, LLC | ||
| By: /s/ Kenneth Ostmann Name: Kenneth Ostmann Title: Managing Director | ||
| Venture XX CLO, Limited | ||
| BY: its investment advisor, MJX Asset Management, LLC | ||
| By: /s/ Kenneth Ostmann Name: Kenneth Ostmann Title: Managing Director | ||
| Venture XV CLO, Limited | ||
| BY: its investment advisor, MJX Asset Management, LLC | ||
| By: /s/ Kenneth Ostmann Name: Kenneth Ostmann Title: Managing Director | ||
| FirstEnergy System Master Retirement Trust | ||
| BY: Sankaty Advisors, LLC as Investment Adviser and Manager | ||
| By: /s/ Andrew Viens Name: Andrew Viens Title: Sr. Vice President of Operations | ||
| Google Inc. | ||
| BY: Sankaty Advisors, LLC as Investment Adviser and Manager | ||
| By: /s/ Andrew Viens Name: Andrew Viens Title: Sr. Vice President of Operations | ||
| Race Point IX CLO, Limited | ||
| BY: Sankaty Advisors, LLC as Portfolio Manager | ||
| By: /s/ Andrew Viens Name: Andrew Viens Title: Document Control Team | ||
[SIGNATURE PAGES CONTINUE]
| Race Point VII CLO, Limited | ||
| BY: Sankaty Advisors, LLC as Portfolio Manager | ||
| By: /s/ Andrew Viens Name: Andrew Viens Title: Sr. Vice President of Operations | ||
| Race Point VIII CLO, Limited | ||
| BY: Sankaty Advisors, LLC as Portfolio Manager | ||
| By: /s/ Andrew Viens Name: Andrew Viens Title: Sr. Vice President of Operations | ||
| San Francisco City and County Employees’ Retirement System | ||
| BY: Sankaty Advisors, LLC as Investment Manager | ||
| By: /s/ Andrew Viens Name: Andrew Viens Title: Sr. Vice President of Operations | ||
| Sunsuper Pooled Superannuation Trust | ||
| BY: Sankaty Advisors, LLC, Manager | ||
| By: /s/ Andrew Viens Name: Andrew Viens Title: Sr. Vice President of Operations | ||
| ICG US CLO 2014-3, Ltd. | ||
| By: /s/ Seth Katzenstein Name: Seth Katzenstein Title: Authorized Signatory | ||
| ICG US CLO 2014-2, Ltd | ||
| By: /s/ Seth Katzenstein Name: Seth Katzenstein Title: Authorized Signatory | ||
[SIGNATURE PAGES CONTINUE]
| THL Credit Wind River 2014-3 CLO Ltd. | ||
| BY: THL Credit Senior Loan Strategies LLC, as Manager | ||
| By: /s/ Kathleen Zarn Name: Kathleen Zarn Title: Managing Director | ||
| OHA Credit Partners XI, LTD. | ||
| BY: Oak Hill Advisors, L.P., as Warehouse Portfolio Manager | ||
| By: /s/ Glenn August Name: Glenn August Title: M | ||
| OHA Credit Partners VI, LTD. | ||
| BY: Oak Hill Advisors, L.P., as its portfolio manager | ||
| By: /s/ Glenn August Name: Glenn August Title: Authorized Signatory | ||
| OHA Credit Partners VII, LTD. | ||
| BY: Oak Hill Advisors, L.P., as Portfolio Manager | ||
| By: /s/ Glenn August Name: Glenn August Title: Authorized Signatory | ||
| OHA Credit Partners X, LTD. | ||
| BY: Oak Hill Advisors, L.P., as Portfolio Manager | ||
| By: /s/ Glenn August Name: Glenn August Title: Authorized Signatory | ||
| OHA Loan Funding 2014-1, LLC | ||
| BY: Oak Hill Advisors, L.P., as Portfolio Manager | ||
| By: /s/ Glenn August Name: Glenn August Title: Authorized Signatory | ||
[SIGNATURE PAGES CONTINUE]
| OHA Loan Funding 2015-1, LTD. | ||
| BY: Oak Hill Advisors, L.P., as Portfolio Manager | ||
| By: /s/ Glenn August Name: Glenn August Title: Authorized Signatory | ||
| OZLM XI, Ltd. | ||
| BY: Och-Ziff Loan Management LP, its collateral manager | ||
| BY: Och-Ziff Loan Management LLC, its general partner | ||
| By: /s/ Joel Frank Name: Joel Frank Title: Chief Financial Officer | ||
| OZLM XII, Ltd. | ||
| BY: Och-Ziff Loan Management LP, its collateral manager | ||
| BY: Och-Ziff Loan Management LLC, its general partner | ||
| By: /s/ Joel Frank Name: Joel Frank Title: Chief Financial Officer | ||
| OZLM Funding, Ltd. | ||
| BY: Och-Ziff Loan Management LP, its collateral manager | ||
| BY: Och-Ziff Loan Management LLC, its general partner | ||
| By: /s/ Joel Frank Name: Joel Frank Title: Chief Financial Officer | ||
| OZLM Funding II, Ltd. | ||
| BY: Och-Ziff Loan Management LP, its collateral manager | ||
| BY: Och-Ziff Loan Management LLC, its general partner | ||
| By: /s/ Joel Frank Name: Joel Frank Title: Chief Financial Officer | ||
| [SIGNATURE PAGES CONTINUE] | ||
| Mountain View CLO 2014-1 Ltd. | ||
| BY: Seiz Investment Advisors LLC, as Collateral Manager | ||
| By: /s/ George Goudelias Name: George Goudelias Title: Managing Director | ||
| Castle Hill IV CLO, Limited | ||
| By: /s/ Andrew Viens Name: Andrew Viens Title: Document Control Team | ||
| Avery Point II CLO, Limited | ||
| BY: Sankaty Advisors, LLC, as Portfolio Manager | ||
| By: /s/ Andrew S. Viens Name: Andrew S. Viens Title: Sr. Vice President of Operations | ||
| Aon Hewitt Group Trust—High Yield Plus Bond Fund | ||
| BY: Sankaty Advisors, LLC as Manager | ||
| By: /s/ Andrew Viens Name: Andrew Viens Title: Sr. Vice President of Operations | ||
| Lake Loan Funding LLC | ||
| BY: Citibank, N.A. | ||
| By: /s/ Lauri Pool Name: Lauri Pool Title: Associate Director | ||
