AMENDMENT NO. 2
EX-10.1 2 acas10q33114ex101.htm EXHIBIT 10.1 ACAS 10Q 3.31.14 EX10.1
Exhibit 10.1
AMENDMENT NO. 2
AMENDMENT NO. 2 dated as of February 26, 2014 between AMERICAN CAPITAL, LTD. (the “Borrower”), the “Lenders” party to the Credit Agreement referred to below and JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent (the “Administrative Agent”) under the Credit Agreement referred to below.
The Borrower, the “Lenders” and the Administrative Agent, are parties to a Senior Secured Term Loan Credit Agreement dated as of August 22, 2012, as amended by that certain Amendment No. 1 dated as of August 23, 2013 (as modified and supplemented and in effect from time to time, the “Credit Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit (by means of loans and letters of credit) to be made by said lenders to the Borrower in an aggregate principal or face amount not exceeding $450,000,000.
The Borrower and the Lenders wish now to amend the Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment No. 2, terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 5 below, but effective as of the date hereof, the Credit Agreement shall be amended as follows:
2.01. References Generally. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.
2.02. Amended Terms.
(a) | Section 1.01 of the Credit Agreement shall be amended by amending and restating in their entirety the below definitions as follows: |
“Adjusted LIBO Rate” means, for the Interest Period for any Eurocurrency Borrowing, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate for such Interest Period; provided that, at no time shall the Adjusted LIBO Rate be less than 0.75%.
“Applicable Margin” means, for any day, with respect to any ABR Loan, 1.75%, and in the case of any Eurocurrency Loan, 2.75%.
“Maturity Date” means August 22, 2017.
(b) | Section 2.07(a) shall be amended by deleting the first sentence in its entirety and replacing it with “On each of August 22, 2014, August 21, 2015 and August 22, 2016, the Borrower shall repay the principal of the Loans in an aggregate amount equal to |
$4,500,000.” The remainder of Section 2.07(a) of the Credit Agreement shall remain unchanged.
(c) | Section 2.08(d) of the Credit Agreement shall be amended by deleting the date “February 22, 2014” and replacing it with “February 23, 2015.” |
Section 3. Representations and Warranties. The Borrower represents and warrants to the Lenders and the Administrative Agent that (a) the representations and warranties set forth in Article III of the Credit Agreement, and in each of the other Loan Documents, are true and correct in all material respects on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of or refers to a specific date, such representation or warranty shall be true and correct in all material respects as of such specific date), and as if each reference in said Article III to “this Agreement” included reference to this Amendment No. 2, except that for purposes of this Section 3(a), the references to “December 31, 2011” in the representations and warranties contained in Sections 3.04(a) and (b) of the Credit Agreement shall be deemed to refer “December 31, 2013” and (b) no Default or Event of Default has occurred and is continuing.
Section 4. Confirmation of Security Documents. The Borrower, by its execution of this Amendment No. 2, for and on behalf of itself and each Obligor, (a) hereby consents to this Amendment No. 2, (b) confirms and ratifies that all of its obligations and the security interests granted by it under each of the Security Documents to which it is a party shall continue in full force and effect in favor of the Collateral Agent for the benefit of the Secured Parties (as defined therein) with respect to the Credit Agreement as amended hereby and (c) confirms that all references in such Security Documents to the “Credit Agreement” (or words of similar import) refer to the Credit Agreement as amended hereby without impairing any such obligations or security interests in any respect.
Section 5. Conditions Precedent. The amendments to the Credit Agreement set forth in Section 2 and the adjustments to the Commitments set forth in Schedule I attached hereto shall become effective as of the date hereof (the “Amendment No. 2 Effective Date”) upon which each of the following conditions precedent shall be satisfied:
(a) Execution. The Administrative Agent shall have received counterparts of this Amendment No. 2 executed by the Borrower, the Administrative Agent, the Required Lenders, each of the Lenders party to the Credit Agreement that will have a Commitment or outstanding Loans owing to it immediately after the Amendment No. 2 Effective Date and each Person that will become a Lender in connection with this Amendment No. 2.
(b) Fees and Expenses. The Administrative Agent shall have received evidence of the payment by the Borrower of all fees payable to the Lenders on the Amendment No. 2 Effective Date that the Borrower has agreed to pay in connection with this Amendment No. 2. The Borrower shall have paid all reasonable and documented expenses (including the reasonable and documented legal fees of Milbank, Tweed, Hadley & McCloy LLP) for which invoices have been presented.
(c) Corporate Matters. The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Borrower and the authorization of
the transactions contemplated hereunder, all in form and substance reasonably satisfactory to the Administrative Agent.
(d) Officer’s Certificate. The Administrative Agent shall have received a certificate, dated the date hereof and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in Section 3 of this Amendment No. 2.
Section 6. Miscellaneous. Except as herein provided, the Credit Agreement and the Guarantee and Security Agreement shall remain unchanged and in full force and effect. This Amendment No. 2 shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. This Amendment No. 2 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 2 by signing any such counterpart. This Amendment No. 2 shall be governed by, and construed in accordance with, the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to the Credit Agreement to be duly executed and delivered as of the day and year first above written.
AMERICAN CAPITAL, LTD.
By: /s/ Samuel A. Flax
Name: Samuel A. Flax
Title: Executive Vice President, General Counsel and Secretary
ADMINISTRATIVE AGENT
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and Collateral Agent
By: /s/ Jack A. Matteis
Name: Jack A. Matteis
Title: Executive Director
LENDERS
JMP Credit Advisor CLO I LTD.,
as a Lender
By: /s/ Ronald J. Banks
Name: Ronald J. Banks
Title: Managing Director
LENDERS
JMP Credit Advisor CLO II LTD.,
as a Lender
By: /s/ Ronald J. Banks
Name: Ronald J. Banks
Title: Managing Director
LENDERS
COA Caerus CLO Ltd.,
as a Lender
By: 3i Debt Management US, LLC,
as Manager
By: /s/ David Nadeau
Name: David Nadeau
Title: Partner
LENDERS
Fraser Sullivan CLO II, Ltd.,
as a Lender
By: 3i Debt Management US, LLC,
as Manager
By: /s/ David Nadeau
Name: David Nadeau
Title: Partner
LENDERS
Octagon Paul Credit Fund Series I, Ltd.,
as a Lender
By: Octagon Credit Investors, LLC,
as Portfolio Manager
By: /s/ Margaret Harvey
Name: Margaret Harvey
Title: Managing Director of Portfolio Administration
LENDERS
Octagon Investment Partners XII, Ltd.,
as a Lender
By: Octagon Credit Investors, LLC,
as Collateral Manager
By: /s/ Margaret B. Harvey
Name: Margaret B. Harvey
Title: Managing Director of Portfolio Administration
LENDERS
Venture XI CLO, Limited.,
as a Lender
By: its investment advisor,
MJX Asset Management, LLC
By: /s/ Hans Christensen
Name: Hans Christensen
Title: Chief Investment Officer
LENDERS
Black Diamond CLO 2006-1 (Cayman) LTD.,
as a Lender
By: Black Diamond CLO 2006-1 Adviser, L.L.C.,
As its Collateral Manager
By: /s/ Stephen H. Deckoff
Name: Stephen H. Deckoff
Title: Managing Principal
LENDERS
BANK OF AMERICA, N.A.,
as a Lender
By: /s/ Jonathan M. Barnes
Name: Jonathan M. Barnes
Title: Vice President
LENDERS
OZLM Funding, Ltd.,
as a Lender
By: Och-Ziff Loan Management LP,
its Portfolio Manager
By: Och-Ziff Loan Management LLC,
its General Partner
By: /s/ Joel Frank
Name: Joel Frank
Title: Chief Financial Officer
LENDERS
OZLM Funding II, Ltd.,
as a Lender
By: Och-Ziff Loan Management LP,
its Portfolio Manager
By: Och-Ziff Loan Management LLC,
its General Partner
By: /s/ Joel Frank
Name: Joel Frank
Title: Chief Financial Officer
LENDERS
OZLM Funding III, Ltd.,
as a Lender
By: Och-Ziff Loan Management LP,
its Portfolio Manager
By: Och-Ziff Loan Management LLC,
its General Partner
By: /s/ Joel Frank
Name: Joel Frank
Title: Chief Financial Officer
LENDERS
OZLM Funding IV, Ltd.,
as a Lender
By: Och-Ziff Loan Management LP,
its Portfolio Manager
By: Och-Ziff Loan Management LLC,
its General Partner
By: /s/ Joel Frank
Name: Joel Frank
Title: Chief Financial Officer
LENDERS
OZLM Funding V, Ltd.,
as a Lender
By: Och-Ziff Loan Management LP,
its Portfolio Manager
By: Och-Ziff Loan Management LLC,
its General Partner
By: /s/ Joel Frank
Name: Joel Frank
Title: Chief Financial Officer
LENDERS
J.P. Morgan Whitefriars Inc.,
as a Lender
By: /s/ Virginia R. Conway
Name: Virginia R. Conway
Title: Attorney-in-Fact
LENDERS
JPMORGAN CHASE BANK, N.A.,
as a Lender
By: /s/ Jennifer Thompson
Name: Jennifer Thompson
Title: Authorized Signatory
LENDERS
Flagship CLO VI,
as a Lender
By: Deutsche Investment Management Americas, Inc.,
As Collateral Manager
By: /s/ Eric S. Meyer
Name: Eric S. Meyer
Title: Managing Director
By: /s/ Antonio V. Versaci
Name: Antonio V. Versaci
Title: Director
LENDERS
DWS Floating Rate Fund,
as a Lender
By: Deutsche Investment Management Americas, Inc.,
Investment Advisor
By: /s/ Eric S. Meyer
Name: Eric S. Meyer
Title: Managing Director
By: /s/ Antonio V. Versaci
Name: Antonio V. Versaci
Title: Director
LENDERS
DB FUNDS – DB FUNDS FLOATING RATE LOANS,
as a Lender
By: Deutsche Investment Management Americas, Inc.,
As Collateral Manager
By: /s/ Eric S. Meyer
Name: Eric S. Meyer
Title: Managing Director
By: /s/ Antonio V. Versaci
Name: Antonio V. Versaci
Title: Director
LENDERS
DUANE STREET CLO III, LTD.,
as a Lender
By: Napier Park Global Capital, LLC,
As Collateral Manager
By: /s/ Melanie Hanlon
Name: Melanie Hanlon
Title: Director
LENDERS
DUANE STREET CLO IV, LTD.,
as a Lender
By: Napier Park Global Capital, LLC,
As Collateral Manager
By: /s/ Melanie Hanlon
Name: Melanie Hanlon
Title: Director
LENDERS
Fidelity Central Investment Portfolios LLC: Fidelity Floating Rate Central Fund,
as a Lender
By: /s/ Adrien Deberghes
Name: Adrien Deberghes
Title: Deputy Treasurer
LENDERS
Fidelity Summer Street Trust: Fidelity Series Floating Rate High Income Fund,
as a Lender
By: /s/ Adrien Deberghes
Name: Adrien Deberghes
Title: Deputy Treasurer
LENDERS
DNSMORE LLC
GENDOS LLC
GENTRACE LLC
GENUNO LLC
NP1 LLC
SILVER ROCK FINANCIAL LLC,
as a Lender
By: /s/ Jeffrey Green
Name: Jeffrey Green
Title: Authorized Signatory
LENDERS
BlueMountain CLO 2011-1 Ltd.,
as a Lender
By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, Its Collateral Manager
By: /s/ David Finn
Name: David Finn
Title: Operations Analyst
LENDERS
BlueMountain CLO 2012-1 Ltd.,
as a Lender
By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, Its Collateral Manager
By: /s/ David Finn
Name: David Finn
Title: Operations Analyst
LENDERS
BlueMountain CLO 2012-2 Ltd.,
as a Lender
By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, Its Collateral Manager
By: /s/ David Finn
Name: David Finn
Title: Operations Analyst
LENDERS
Bluemountain CLO 2013-1 Ltd.,
as a Lender
By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, Its Collateral Manager
By: /s/ David Finn
Name: David Finn
Title: Operations Analyst
LENDERS
Bluemountain CLO 2013-2 Ltd.,
as a Lender
By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, Its Collateral Manager
By: /s/ David Finn
Name: David Finn
Title: Operations Analyst
LENDERS
Bluemountain CLO 2013-3 Ltd.,
as a Lender
By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, Its Collateral Manager
By: /s/ David Finn
Name: David Finn
Title: Operations Analyst
LENDERS
LightPoint CLO VII, Ltd.,
as a Lender
By: Neuberger Berman Fixed Income LLC,
as collateral manager
By: /s/ Colin Donlan
Name: Colin Donlan
Title: Authorized Signatory
LENDERS
Maryland State Retirement and Pension System,
as a Lender
By: Neuberger Berman Fixed Income LLC,
as collateral manager
By: /s/ Colin Donlan
Name: Colin Donlan
Title: Authorized Signatory
LENDERS
NB Global Floating Rate Income Fund Limited,
as a Lender
By: /s/ Colin Donlan
Name: Colin Donlan
Title: Authorized Signatory
LENDERS
Neuberger Berman - Floating Rate Income Fund,
as a Lender
By: /s/ Colin Donlan
Name: Colin Donlan
Title: Authorized Signatory
LENDERS
Neuberger Berman CLO XII, LTD.,
as a Lender
By: Neuberger Berman Fixed Income LLC,
as collateral manager
By: /s/ Colin Donlan
Name: Colin Donlan
Title: Authorized Signatory
LENDERS
Neuberger Berman CLO XIII, Ltd.,
as a Lender
By: /s/ Colin Donlan
Name: Colin Donlan
Title: Authorized Signatory
LENDERS
Neuberger Berman CLO XIV, Ltd.,
as a Lender
By: Neuberger Berman Fixed Income LLC,
as collateral manager
By: /s/ Colin Donlan
Name: Colin Donlan
Title: Authorized Signatory
LENDERS
Neuberger Berman CLO XV, Ltd.,
as a Lender
By: Neuberger Berman Fixed Income LLC,
as collateral manager
By: /s/ Colin Donlan
Name: Colin Donlan
Title: Authorized Signatory
LENDERS
Neuberger Berman Investment Funds II Plc.,
as a Lender
By: /s/ Colin Donlan
Name: Colin Donlan
Title: Authorized Signatory
LENDERS
Neuberger Berman Senior Floating Rate Income Fund LLC,
as a Lender
By: /s/ Colin Donlan
Name: Colin Donlan
Title: Authorized Signatory
LENDERS
Neuberger Berman Strategic Income Fund,
as a Lender
By: /s/ Colin Donlan
Name: Colin Donlan
Title: Authorized Signatory
LENDERS
ATRIUM V,
as a Lender
By: Credit Suisse Asset Management, LLC,
as collateral manager
By: /s/ Thomas Flannery
Name: Thomas Flannery
Title: Managing Director
LENDERS
ATRIUM VIII,
as a Lender
By: Credit Suisse Asset Management, LLC,
as collateral manager
By: /s/ Thomas Flannery
Name: Thomas Flannery
Title: Managing Director
LENDERS
AUSTRALIANSUPER,
as a Lender
By: Credit Suisse Asset Management, LLC,
as sub-advisor to Bentham Asset Management Pty Ltd. in its capacity as agent of and investment manager for AustralianSuper Pty Ltd. in its capacity as trustee of AustralianSuper
By: /s/ Thomas Flannery
Name: Thomas Flannery
Title: Managing Director
LENDERS
CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM,
as a Lender
By: Credit Suisse Asset Management, LLC,
as investment manager
By: /s/ Thomas Flannery
Name: Thomas Flannery
Title: Managing Director
LENDERS
CREDIT SUISSE DOLLAR SENIOR LOAN FUND, LTD.,
as a Lender
By: Credit Suisse Asset Management, LLC,
as investment manager
By: /s/ Thomas Flannery
Name: Thomas Flannery
Title: Managing Director
LENDERS
CREDIT SUISSE SENIOR LOAN INVESTMENT UNIT TRUST (for Qualified Institutional Investors Only),
as a Lender
By: Credit Suisse Asset Management, LLC,
as investment manager
By: /s/ Thomas Flannery
Name: Thomas Flannery
Title: Managing Director
LENDERS
Credit Suisse Floating Rate Trust,
as a Lender
By: Credit Suisse Asset Management, LLC,
as its investment manager
By: /s/ Thomas Flannery
Name: Thomas Flannery
Title: Managing Director
LENDERS
MADISON PARK FUNDING II, LTD.,
as a Lender
By: Credit Suisse Asset Management, LLC,
as collateral manager
By: /s/ Thomas Flannery
Name: Thomas Flannery
Title: Managing Director
LENDERS
MADISON PARK FUNDING III, LTD.,
as a Lender
By: Credit Suisse Asset Management, LLC,
as collateral manager
By: /s/ Thomas Flannery
Name: Thomas Flannery
Title: Managing Director
LENDERS
MADISON PARK FUNDING IV, LTD.,
as a Lender
By: Credit Suisse Asset Management, LLC,
as collateral manager
By: /s/ Thomas Flannery
Name: Thomas Flannery
Title: Managing Director
LENDERS
MADISON PARK FUNDING V, LTD.,
as a Lender
By: Credit Suisse Asset Management, LLC,
as collateral manager
By: /s/ Thomas Flannery
Name: Thomas Flannery
Title: Managing Director
LENDERS
MADISON PARK FUNDING VI, LTD.,
as a Lender
By: Credit Suisse Asset Management, LLC,
as collateral manager
By: /s/ Thomas Flannery
Name: Thomas Flannery
Title: Managing Director
LENDERS
MADISON PARK FUNDING VII, LTD.,
as a Lender
By: Credit Suisse Asset Management, LLC,
as portfolio manager
By: /s/ Thomas Flannery
Name: Thomas Flannery
Title: Managing Director
LENDERS
MADISON PARK FUNDING XI, LTD.,
as a Lender
By: Credit Suisse Asset Management, LLC,
as portfolio manager
By: /s/ Thomas Flannery
Name: Thomas Flannery
Title: Managing Director
LENDERS
STATE OF NEW MEXICO STATE INVESTMENT COUNCIL,
as a Lender
By: authority delegated to the New Mexico State Investment Office
By: Credit Suisse Asset Management, LLC,
its investment manager
By: /s/ Thomas Flannery
Name: Thomas Flannery
Title: Managing Director
LENDERS
Hamlet II, Ltd.,
as a Lender
By: Octagon Credit Investors, LLC,
as portfolio manager
By: /s/ Margaret B. Harvey
Name: Margaret B. Harvey
Title: Managing Director of Portfolio Administration
LENDERS
Octagon Investment Partners XI, Ltd.,
as a Lender
By: Octagon Credit Investors, LLC,
as Collateral Manager
By: /s/ Margaret B. Harvey
Name: Margaret B. Harvey
Title: Managing Director of Portfolio Administration
LENDERS
US Bank N.A., solely as trustee of the DOLL Trust (for Qualified Institutional Investors only), (and not in its individual capacity),
as a Lender
By: Octagon Credit Investors, LLC,
as Portfolio Manager
By: /s/ Margaret B. Harvey
Name: Margaret B. Harvey
Title: Managing Director of Portfolio Administration
LENDERS
Bridgeport CLO II Ltd.,
as a Lender
By: Deerfield Capital Management LLC,
its Collateral Manager
By: /s/ Elizabeth Chow
Name: Elizabeth Chow
Title: Authorized Signatory
LENDERS
Bridgeport CLO Ltd.,
as a Lender
By: Deerfield Capital Management LLC,
its Collateral Manager
By: /s/ Elizabeth Chow
Name: Elizabeth Chow
Title: Authorized Signatory
LENDERS
Burr Ridge CLO Plus Ltd.,
as a Lender
By: Deerfield Capital Management LLC,
its Collateral Manager
By: /s/ Elizabeth Chow
Name: Elizabeth Chow
Title: Authorized Signatory
LENDERS
CIFC Funding 2006-IB, Ltd.,
as a Lender
By: CIFC Asset Management LLC,
its Collateral Manager
By: /s/ Elizabeth Chow
Name: Elizabeth Chow
Title: Authorized Signatory
LENDERS
CIFC Funding 2011-I, Ltd.,
as a Lender
By: CIFC Asset Management LLC,
its Collateral Manager
By: /s/ Elizabeth Chow
Name: Elizabeth Chow
Title: Authorized Signatory
LENDERS
CIFC Funding 2012-I, Ltd.,
as a Lender
By: CIFC Asset Management LLC,
its Collateral Manager
By: /s/ Elizabeth Chow
Name: Elizabeth Chow
Title: Authorized Signatory
LENDERS
ColumbusNova CLO Ltd. 2006-I,
as a Lender
By: Columbus Nova Credit Investments Management, LLC, its Collateral Manager
By: /s/ Elizabeth Chow
Name: Elizabeth Chow
Title: Authorized Signatory
LENDERS
ColumbusNova CLO Ltd. 2006-II,
as a Lender
By: Columbus Nova Credit Investments Management, LLC, its Collateral Manager
By: /s/ Elizabeth Chow
Name: Elizabeth Chow
Title: Authorized Signatory
LENDERS
ColumbusNova CLO Ltd. 2007-I,
as a Lender
By: Columbus Nova Credit Investments Management, LLC, its Collateral Manager
By: /s/ Elizabeth Chow
Name: Elizabeth Chow
Title: Authorized Signatory
LENDERS
Hewitt’s Island CLO V, Ltd.,
as a Lender
By: CypressTree Investment Management, LLC, its Collateral Manager
By: /s/ Elizabeth Chow
Name: Elizabeth Chow
Title: Authorized Signatory
LENDERS
Marquette Park CLO Ltd.,
as a Lender
By: Deerfield Capital Management LLC,
its Collateral Manager
By: /s/ Elizabeth Chow
Name: Elizabeth Chow
Title: Authorized Signatory
LENDERS
Primus CLO II, Ltd.,
as a Lender
By: CypressTree Investment Management, LLC, its Collateral Manager
By: /s/ Elizabeth Chow
Name: Elizabeth Chow
Title: Authorized Signatory
LENDERS
Schiller Park CLO Ltd.,
as a Lender
By: Deerfield Capital Management LLC,
its Collateral Manager
By: /s/ Elizabeth Chow
Name: Elizabeth Chow
Title: Authorized Signatory
LENDERS
Palmer Square CLO 2013-1, Ltd.,
as a Lender
By: Palmer Square Capital Management LLC,
as Portfolio Manager
By: /s/ Douglas E. Campbell
Name: Douglas E. Campbell
Title: Managing Principal
LENDERS
Palmer Square CLO 2013-2, Ltd.,
as a Lender
By: Palmer Square Capital Management LLC,
as Portfolio Manager
By: /s/ Douglas E. Campbell
Name: Douglas E. Campbell
Title: Managing Principal
LENDERS
Kaiser Foundation Hospitals,
as a Lender
consent subject to L+275,
0.75% floor pricing
By: /s/ Frances Polanco
Name: Frances Polanco
Title: Trading Operations Specialist
LENDERS
CSAA Insurance Exchange,
as a Lender
consent subject to L+275,
0.75% floor pricing
By: /s/ Frances Polanco
Name: Frances Polanco
Title: Trading Operations Specialist
LENDERS
Bill and Melinda Gates Foundation Trust,
as a Lender
consent subject to L+275,
0.75% floor pricing
By: /s/ Frances Polanco
Name: Frances Polanco
Title: Trading Operations Specialist
LENDERS
City of New York Group Trust,
as a Lender
consent subject to L+275,
0.75% floor pricing
By: /s/ Frances Polanco
Name: Frances Polanco
Title: Trading Operations Specialist
LENDERS
Mt. Whitney Securities Inc.,
as a Lender
consent subject to L+275,
0.75% floor pricing
By: /s/ Frances Polanco
Name: Frances Polanco
Title: Trading Operations Specialist
LENDERS
Wells Capital Management
23960800,
as a Lender
consent subject to L+275,
0.75% floor pricing
By: /s/ Frances Polanco
Name: Frances Polanco
Title: Trading Operations Specialist
LENDERS
Wells Fargo Advantage Multi-Sector Income Fund,
as a Lender
consent subject to L+275,
0.75% floor pricing
By: /s/ Frances Polanco
Name: Frances Polanco
Title: Trading Operations Specialist
LENDERS
Wells Fargo Floating Rate Loan Fund,
as a Lender
consent subject to L+275,
0.75% floor pricing
By: /s/ Frances Polanco
Name: Frances Polanco
Title: Trading Operations Specialist
LENDERS
Municipal Employees’ Annuity and Benefit Fund of Chicago (Symphony),
as a Lender
By: Symphony Asset Management LLC
By: /s/ Scott Caraher
Name: Scott Caraher
Title: Portfolio Manager
LENDERS
Nuveen Floating Rate Income Fund,
as a Lender
By: Symphony Asset Management LLC
By: /s/ Scott Caraher
Name: Scott Caraher
Title: Portfolio Manager
LENDERS
Nuveen Floating Rate Income Opportunity Fund,
as a Lender
By: Symphony Asset Management LLC
By: /s/ Scott Caraher
Name: Scott Caraher
Title: Portfolio Manager
LENDERS
Nuveen Senior Income Fund,
as a Lender
By: Symphony Asset Management LLC
By: /s/ Scott Caraher
Name: Scott Caraher
Title: Portfolio Manager
LENDERS
Nuveen Short Duration Credit Opportunities Fund,
as a Lender
By: Symphony Asset Management LLC
By: /s/ Scott Caraher
Name: Scott Caraher
Title: Portfolio Manager
LENDERS
Nuveen Symphony Credit Opportunities Fund,
as a Lender
By: Symphony Asset Management LLC
By: /s/ Scott Caraher
Name: Scott Caraher
Title: Portfolio Manager
LENDERS
Nuveen Symphony Floating Rate Income Fund,
as a Lender
By: Symphony Asset Management LLC
By: /s/ Scott Caraher
Name: Scott Caraher
Title: Portfolio Manager
LENDERS
Principal Funds Inc, – Diversified Real Estate Fund,
as a Lender
By: Symphony Asset Management LLC
By: /s/ Scott Caraher
Name: Scott Caraher
Title: Portfolio Manager
LENDERS
SSF Trust,
as a Lender
By: Symphony Asset Management LLC
By: /s/ Scott Caraher
Name: Scott Caraher
Title: Portfolio Manager
LENDERS
Symphony CLO I, LTD.,
as a Lender
By: Symphony Asset Management LLC
By: /s/ Scott Caraher
Name: Scott Caraher
Title: Portfolio Manager
LENDERS
Symphony CLO III, LTD.,
as a Lender
By: Symphony Asset Management LLC
By: /s/ Scott Caraher
Name: Scott Caraher
Title: Portfolio Manager
LENDERS
Symphony CLO VII, LTD.,
as a Lender
By: Symphony Asset Management LLC
By: /s/ Scott Caraher
Name: Scott Caraher
Title: Portfolio Manager
LENDERS
Symphony CLO X, Ltd.,
as a Lender
By: Symphony Asset Management LLC
By: /s/ Scott Caraher
Name: Scott Caraher
Title: Portfolio Manager
LENDERS
Symphony Senior Loan Fund, L.P.,
as a Lender
By: Symphony Asset Management LLC
By: /s/ Scott Caraher
Name: Scott Caraher
Title: Portfolio Manager
LENDERS
ALM IV, Ltd.,
as a Lender
By: Apollo Credit Management (CLO), LLC,
as Collateral Manager
By: /s/ Joe Moroney
Name: Joe Moroney
Title: Vice President
LENDERS
ALM V, Ltd.,
as a Lender
By: Apollo Credit Management (CLO), LLC,
as Collateral Manager
By: /s/ Joe Moroney
Name: Joe Moroney
Title: Vice President
LENDERS
ALM VI, Ltd.,
as a Lender
By: Apollo Credit Management (CLO), LLC,
as Collateral Manager
By: /s/ Joe Moroney
Name: Joe Moroney
Title: Vice President
LENDERS
ALM VII, Ltd.,
as a Lender
By: Apollo Credit Management (CLO), LLC,
as Collateral Manager
By: /s/ Joe Moroney
Name: Joe Moroney
Title: Vice President
LENDERS
APOLLO CREDIT FUNDING I LTD.,
as a Lender
By: Apollo Fund Management LLC,
as its Collateral Manager
By: /s/ Joe Moroney
Name: Joe Moroney
Title: Vice President
LENDERS
CORNERSTONE CLO LTD.,
as a Lender
By: Apollo Debt Advisors LLC,
as its Collateral Manager
By: /s/ Joe Moroney
Name: Joe Moroney
Title: Vice President
LENDERS
Gulf Stream – Compass CLO 2007, Ltd.,
as a Lender
By: Gulf Stream Asset Management LLC,
as Collateral Manager
By: /s/ Joe Moroney
Name: Joe Moroney
Title: Vice President
LENDERS
Gulf Stream – Rashinban CLO 2006-I, Ltd.,
as a Lender
By: Gulf Stream Asset Management LLC,
as Collateral Manager
By: /s/ Joe Moroney
Name: Joe Moroney
Title: Vice President
LENDERS
Gulf Stream – Sextant CLO 2006-1, Ltd.,
as a Lender
By: Gulf Stream Asset Management LLC,
as Collateral Manager
By: /s/ Joe Moroney
Name: Joe Moroney
Title: Vice President
LENDERS
Gulf Stream – Sextant CLO 2007-1, Ltd.,
as a Lender
By: Gulf Stream Asset Management LLC,
as Collateral Manager
By: /s/ Joe Moroney
Name: Joe Moroney
Title: Vice President
LENDERS
RAMPART CLO 2006-1 LTD.,
as a Lender
By: Apollo Debt Advisors LLC,
as its Collateral Manager
By: /s/ Joe Moroney
Name: Joe Moroney
Title: Authorized Signatory
LENDERS
RAMPART CLO 2007 Ltd.,
as a Lender
By: Apollo Debt Advisors LLC,
as its Collateral Manager
By: /s/ Joe Moroney
Name: Joe Moroney
Title: Authorized Signatory
LENDERS
STONE TOWER CLO VI LTD.,
as a Lender
By: Apollo Debt Advisors LLC,
as its Collateral Manager
By: /s/ Joe Moroney
Name: Joe Moroney
Title: Authorized Signatory
LENDERS
STONE TOWER CLO VII LTD.,
as a Lender
By: Apollo Debt Advisors LLC,
as its Collateral Manager
By: /s/ Joe Moroney
Name: Joe Moroney
Title: Authorized Signatory
LENDERS
STONE TOWER CLO V LTD.,
as a Lender
By: Apollo Debt Advisors LLC,
as its Collateral Manager
By: /s/ Joe Moroney
Name: Joe Moroney
Title: Authorized Signatory
LENDERS
Fraser Sullivan CLO VI Ltd.,
as a Lender
By: 3i Debt Management US, LLC,
as Manager
By: /s/ David Nadeau
Name: David Nadeau
Title: Partner
LENDERS
GoldenTree Loan Opportunities III, Ltd.,
as a Lender
By: GoldenTree Asset Management, LP
By: /s/ Karen Weber
Name: Karen Weber
Title: Authorized Signatory
LENDERS
GoldenTree Loan Opportunities IV, Ltd.,
as a Lender
By: GoldenTree Asset Management, LP
By: /s/ Karen Weber
Name: Karen Weber
Title: Authorized Signatory
LENDERS
Post Advisory Group, LLC, not in its individual capacity but solely as authorized agent for and on behalf of: Post Intermediate Term High Yield Fund, L.P.,
as a Lender
By: /s/ Jeremy Sagi
Name: Jeremy Sagi
Title: Portfolio Manager
LENDERS
Post Advisory Group, LLC, not in its individual capacity but solely as authorized agent for and on behalf of: Post Intermediate Term High Yield Fund II, L.P.,
as a Lender
By: /s/ Jeremy Sagi
Name: Jeremy Sagi
Title: Portfolio Manager
LENDERS
Post Advisory Group, LLC, not in its individual capacity but solely as authorized agent for and on behalf of: Post Intermediate Term High Yield Fund,
as a Lender
By: /s/ Jeremy Sagi
Name: Jeremy Sagi
Title: Portfolio Manager
LENDERS
Post Advisory Group, LLC, not in its individual capacity but solely as authorized agent for and on behalf of: Post Limited Term High Yield Fund, L.P.,
as a Lender
By: /s/ Jeremy Sagi
Name: Jeremy Sagi
Title: Portfolio Manager
LENDERS
Post Advisory Group, LLC, not in its individual capacity but solely as authorized agent for and on behalf of: Post Short Duration High Yield Fund,
as a Lender
By: /s/ Jeremy Sagi
Name: Jeremy Sagi
Title: Portfolio Manager
LENDERS
Post Advisory Group, LLC, not in its individual capacity but solely as authorized agent for and on behalf of:
Master SIF SICAV-SIF,
as a Lender
By: /s/ Jeremy Sagi
Name: Jeremy Sagi
Title: Portfolio Manager
LENDERS
AGF FLOATING RATE INCOME FUND,
as a Lender
By: Eaton Vance Management,
as Portfolio Manager
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President
LENDERS
Eaton Vance CDO VII PLC.,
as a Lender
By: Eaton Vance Management,
as Interim Investment Advisor
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President
LENDERS
Eaton Vance CDO VIII, Ltd.,
as a Lender
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President
LENDERS
Eaton Vance CDO IX, Ltd.,
as a Lender
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President
LENDERS
Eaton Vance CDO X, PLC.,
as a Lender
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President
LENDERS
DaVinci Reinsurance Ltd.,
as a Lender
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President
LENDERS
Eaton Vance Floating-Rate Income Plus Fund,
as a Lender
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President
LENDERS
Eaton Vance Senior Floating-Rate Trust,
as a Lender
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President
LENDERS
Eaton Vance Floating-Rate Income Trust,
as a Lender
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President
LENDERS
Eaton Vance International (Cayman Islands) Floating-Rate Income Portfolio, ,
as a Lender
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President
LENDERS
Eaton Vance Senior Income Trust,
as a Lender
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President
LENDERS
Eaton Vance Short Duration Diversified Income Fund, ,
as a Lender
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President
LENDERS
Eaton Vance Institutional Senior Loan Fund,
as a Lender
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President
LENDERS
Eaton Vance Limited Duration Income Fund,
as a Lender
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President
LENDERS
GRAYSON & CO.,
as a Lender
By: Boston Management and Research,
as Investment Advisor
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President
LENDERS
MET INVESTORS SERIES TRUST – MET/EATON VANCE FLOATING RATE PORTFOLIO,
as a Lender
By: Eaton Vance Management,
as Investment Sub-Advisor
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President
LENDERS
Pacific Select Fund Floating Rate Loan Portfolio,
as a Lender
By: Eaton Vance Management,
as Investment Sub-Advisor
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President
LENDERS
Pacific Life Funds-PL Floating Rate Loan Fund,
as a Lender
By: Eaton Vance Management,
as Investment Sub-Advisor
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President
LENDERS
Renaissance Reinsurance Ltd.,
as a Lender
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President
LENDERS
Columbia Funds Variable Series Trust II – Variable Portfolio,
as a Lender
By: Eaton Vance Management,
as Investment Sub-Advisor
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President
LENDERS
Senior Debt Portfolio,
as a Lender
By: Boston Management and Research,
as Investment Advisor
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President
LENDERS
Eaton Vance VT Floating-Rate Income Fund,
as a Lender
By: Eaton Vance Management,
as Investment Advisor
By: /s/ Michael B. Botthof
Name: Michael B. Botthof
Title: Vice President
LENDERS
BlackRock Short Duration High Income Fund,
as a Lender
By: BlackRock Institutional Trust Company, N.A. (BTC)
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: VP – Leveraged Finance Operations Team
LENDERS
Aetna Health Inc.,
as a Lender
By: BlackRock Investment Management, LLC,
Its Investment Manager
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
LENDERS
Aetna Health Management, LLC,
as a Lender
By: BlackRock Investment Management, LLC,
Its Investment Manager
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
LENDERS
Aetna Life Insurance Company,
as a Lender
By: BlackRock Investment Management, LLC,
Its Investment Manager
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
LENDERS
BMI CLO I,
as a Lender
By: BlackRock Financial Management, Inc.,
Its Investment Manager
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
LENDERS
BlackRock Corporate High Yield Fund VI, Inc.,
as a Lender
By: BlackRock Financial Management, Inc.,
its Sub-Advisor
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
LENDERS
BlackRock Debt Strategies Fund, Inc.,
as a Lender
By: BlackRock Financial Management, Inc.,
its Sub-Advisor
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
LENDERS
BlackRock Defined Opportunity Credit Trust,
as a Lender
By: BlackRock Financial Management, Inc.,
its Sub-Advisor
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
LENDERS
BlackRock Floating Rate Income Strategies Fund, Inc.,
as a Lender
By: BlackRock Financial Management, Inc.,
its Sub-Advisor
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
LENDERS
BlackRock Floating Rate Income Trust,
as a Lender
By: BlackRock Financial Management, Inc.,
its Sub-Advisor
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
LENDERS
BlackRock Funds II, BlackRock Floating Rate Income Portfolio,
as a Lender
By: BlackRock Financial Management, Inc.,
its Sub-Advisor
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
LENDERS
BlackRock Funds II, BlackRock Multi-Asset Income Portfolio,
as a Lender
By: BlackRock Advisors, LLC,
its Sub-Advisor
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
LENDERS
BlackRock Funds II, BlackRock Strategic Income Opportunities Portfolio,
as a Lender
By: BlackRock Financial Management, Inc.,
its Registered Sub-Advisor
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
LENDERS
BlackRock Global Investment Series: Income Strategies Portfolio,
as a Lender
By: BlackRock Financial Management, Inc.,
its Sub-Advisor
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
LENDERS
BlackRock Global Long/Short Credit Fund of BlackRock Funds,
as a Lender
By: BlackRock Financial Management, Inc.,
its Sub-Advisor
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
LENDERS
BlackRock Limited Duration Income Trust,
as a Lender
By: BlackRock Financial Management, Inc.,
its Sub-Advisor
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
LENDERS
BlackRock Secured Credit Portfolio of BlackRock Funds II,
as a Lender
By: BlackRock Financial Management, Inc.,
its Sub-Advisor
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
LENDERS
BlackRock Senior Floating Rate Portfolio,
as a Lender
By: BlackRock Financial Management, Inc.,
its Sub-Advisor
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
LENDERS
BlackRock Senior Income Series IV,
as a Lender
By: BlackRock Financial Management, Inc.,
its Collateral Manager
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
LENDERS
BlackRock Senior Income Series V Limited,
as a Lender
By: BlackRock Financial Management, Inc.,
its Collateral Manager
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
LENDERS
Ironshore Inc.,
as a Lender
By: BlackRock Financial Management, Inc.,
its Investment Advisor
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
LENDERS
JPMBI re Blackrock Bankloan Fund,
as a Lender
By: BlackRock Financial Management, Inc.,
as Sub-Advisor
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
LENDERS
Magnetite VIII, Limited,
as a Lender
By: BlackRock Financial Management, Inc.,
its Collateral Manager
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: VP – Leveraged Finance Operations Team
LENDERS
Permanens Capital Floating Rate Fund LP,
as a Lender
By: BlackRock Financial Management, Inc.,
its Sub-Advisor
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
LENDERS
Strategic Income Opportunities Bond Fund,
as a Lender
By: BlackRock Institutional Trust Company, NA, not in its individual capacity but as Trustee of Strategic Income Opportunities Bond Fund
By: /s/ Dale J. Fieffe
Name: Dale Fieffe
Title: Authorized Signatory
SCHEDULE I
Schedule of Commitments
[On file with the Administrative Agent]
