Seventh Amendment to Term Loan Agreement, dated as of November 28, 2018, among the Company, as borrower, Mizuho Bank, Ltd. (successor to The Royal Bank of Scotland plc), as administrative agent, and a majority of the lenders under the Companys Term Loan Agreement entered into on October 29, 2013

Contract Categories: Business Finance - Loan Agreements
EX-10.57 8 exhibit1057q42018.htm EXHIBIT 10.57 Exhibit


Exhibit 10.57
EXECUTION COPY

SEVENTH AMENDMENT TO TERM LOAN AGREEMENT

This Seventh Amendment to Term Loan Agreement (this “Amendment”) is made as of November 28, 2018, by and among AMERICAN TOWER CORPORATION, as Borrower (the “Borrower”), MIZUHO BANK, LTD. (successor to The Royal Bank of Scotland plc), as Administrative Agent (the “Administrative Agent”), and the financial institutions whose names appear as lenders on the signature page hereof.
    
WHEREAS, the Borrower and the Administrative Agent are party to that certain Term Loan Agreement, dated as of October 29, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”) among the Borrower, the Administrative Agent and the Lenders from time to time party thereto.

WHEREAS, the Borrower, the Administrative Agent and the Lenders have agreed to amend the Loan Agreement pursuant to Section 11.11 of the Loan Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereby agree as follows:

1.DEFINED TERMS. Unless otherwise defined herein, capitalized terms used herein shall have the meanings given to them in the Loan Agreement.

2.AMENDMENTS.

(a)The definition of “Term Loan Maturity Date” in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety as follows:

Term Loan Maturity Date” shall mean January 31, 2024, or such earlier date as payment of the Loans shall be due (whether by acceleration or otherwise).
(b)The table in Section 2.3(f)(i) of the Loan Agreement is hereby amended and restated in its entirety as follows:

 
Applicable Debt Rating
LIBOR Advance
Applicable Margin
Base Rate Advance
Applicable Margin
A.
> A-/A3/A-
0.875 %
0.000%
B.
BBB+/Baa1/BBB+
1.000 %
0.000%
C.
BBB/ Baa2/BBB
1.125 %
0.125%
D.
BBB-/Baa3/BBB-
1.250 %
0.250%
E.
BB+/ Ba1/BB+
1.500 %
0.500%
F.
< BB/ Ba2/BB
1.750 %
0.750%







(c)Section 7.1(g) of the Loan Agreement is hereby amended by deleting the figure “$2,250,000,000” and substituting therefor the figure “$2,500,000,000”.

(d)Section 7.1(k) of the Loan Agreement is hereby amended by deleting the figure “$2,250,000,000” and substituting therefor the figure “$2,500,000,000”.

(e)Section 8.1(h) of the Loan Agreement is hereby amended by deleting the figure “$300,000,000.00” in each instance where it appears and substituting therefor in each instance the figure “$400,000,000”.

(f)Section 8.1(j) of the Loan Agreement is hereby amended by deleting the figure “$300,000,000.00” in each instance where it appears and substituting therefor in each instance the figure “$400,000,000”.

(g)Section 10.1 of the Loan Agreement is hereby amended by designating the existing provisions of Section 10.1 as subsection “(1)” and by adding to the end thereof a new subsection “(2)” to read as follows:

(2)    If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (1)(b) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (1)(b) have not arisen but either (w) the supervisor for the administrator of LIBOR has made a public statement that the administrator of LIBOR is insolvent (and there is no successor administrator that will continue publication of LIBOR), (x) the administrator of LIBOR has made a public statement identifying a specific date after which LIBOR will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of LIBOR), (y) the supervisor for the administrator of LIBOR has made a public statement identifying a specific date after which LIBOR will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of LIBOR or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be





deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 11.11, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date such amendment is provided to the Lenders, a written notice from the Majority Lenders stating that such Majority Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (2) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 10.1(2), only to the extent LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any Request for Advance requesting a Conversion of any Base Rate Advance to, or continuation of any Base Rate Advance as, a LIBOR Advance shall be ineffective and (y) if any Request for Advance requests a LIBOR Advance, such Advance shall be made as an Base Rate Advance.

3.WAIVER; ASSIGNMENT. (a) The requirements of Sections 11.4 and 11.11(c) of the Loan Agreement are hereby waived to the extent that such Sections require prior notice or execution and delivery of an assignment agreement to effect an assignment by any Lender that does not agree to extend its Loans as set forth in this Amendment. Accordingly, after giving effect to this Amendment, only those Lenders listed on Schedule A to this Amendment shall have any Loans or be considered Lenders under the Loan Agreement, with Loans in such amounts as set forth on Schedule A. The execution of this Amendment is evidence of the consent of the Borrower and the Administrative Agent to assignment of each Assignor’s (as defined below) Loans to the Assignees (as defined below), as required pursuant to Section 11.4(b)(iii) of the Loan Agreement.

(b)    Each Lender whose Loans are reduced or terminated by giving effect to this Amendment (each, an “Assignor”) hereby irrevocably sells and assigns, at par, to each Lender whose Loans are increased (or created) by giving effect to this Amendment (each, an “Assignee”), and each Assignee hereby irrevocably purchases and assumes from each Assignor, subject to and in accordance with this Amendment and the Loan Agreement, as of the Amendment Effective Date (as defined below), the Assigned Interests (as defined below). Such sales and assignments and purchases and assumptions shall be made on the terms set forth in Exhibit F to the Loan Agreement and shall comply with Section 11.4(b) of the Loan Agreement, notwithstanding any failure of such sales, assignments, purchases and assumptions to comply with (x) the minimum assignment requirement in Section 11.4(b)(i) of the Loan Agreement, (y) the requirement to pay the processing and recordation fees referenced in Section 11.4(b)(iv) of the Loan Agreement or (z) any requirement to execute and deliver an Assignment and Assumption in respect thereof. Without limiting the generality of the foregoing, each Assignee hereby makes the representations, warranties and agreements required to be made under Section 1 of Annex 1 to Exhibit F to the Loan Agreement by an Assignee, with respect to the Assigned Interests being assigned or assumed by such Assignee hereunder. Each sale




and assignment hereunder is without recourse to any Assignor and, except as expressly provided in Section 1 of Annex 1 to Exhibit F to the Loan Agreement, without representation or warranty by any Assignor.
(c)    “Assigned Interest” means (i) all of the respective Assignors’ rights and obligations in their respective capacities as Lenders under the Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the Loans of the respective Assignors to the extent being assigned under this Agreement and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of the respective Assignors (in their respective capacities as Lenders) against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above.
(d)    On the Amendment Effective Date, subject to the terms and conditions set forth herein, (x) each Assignee purchasing and assuming Assigned Interests pursuant to paragraph (b) above shall pay the purchase price for such Assigned Interests (equal to the principal amount of the assigned Loans subject to such Assigned Interest) by wire transfer of immediately available funds to the Administrative Agent not later than 12:00 Noon (New York City time), (y) the Borrower shall pay all accrued and unpaid interest and fees and other amounts accrued to but excluding the Amendment Effective Date for the account of each Assignor in respect of such Assignor’s Assigned Interests (including such amount, if any, as would be payable pursuant to Section 2.9 of the Loan Agreement if the outstanding Loans of such Assignor were prepaid in their entirety on the date of consummation of the assignment of the Assigned Interests) by wire transfer of immediately available funds to the Administrative Agent not later than 12:00 Noon (New York City time) and (z) the Administrative Agent shall pay to each of the Assignors, out of the amounts received by the Administrative Agent pursuant to clauses (x) and (y) above, the purchase price for the Assigned Interests assigned by such Assignor pursuant hereto and all unpaid interest and fees and other amounts accrued for the account of each Assignor to but excluding the Amendment Effective Date by wire transfer of immediately available funds to the account designated by such Assignor to the Administrative Agent not later than 5:00 p.m. (New York City time) on the Amendment Effective Date.

4.BRING-DOWN OF REPRESENTATIONS. The Borrower hereby certifies that, as of the date of this Amendment, (i) the representations and warranties contained in Section 4.1 of the Loan Agreement are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, both before and after giving effect to this Amendment, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of the Loan Agreement except to the extent stated to have been made as of the Agreement Date, and (ii) no Default exists.





5.EFFECTIVENESS. This Amendment shall become effective upon (a) the Administrative Agent receiving this Amendment duly executed by the Borrower and all of
the Lenders and (b) the payment in full of all fees and expenses required to be paid in connection with this Amendment to the Administrative Agent and the Lenders (the date such conditions are satisfied is the “Amendment Effective Date”).

6.NO OTHER AMENDMENTS. Except as provided herein, each of the other provisions of the Loan Agreement shall remain in full force and effect and are hereby ratified and confirmed.

7.COUNTERPARTS. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or electronic transmission shall be effective as delivery of a manually executed counterpart.

8.GOVERNING LAW. This Amendment shall be construed in accordance with and governed by the internal laws of the State of New York applicable to agreements made and performed in the State of New York.

9.MISCELLANEOUS.

(a)On and after the effective date of this Amendment, each reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Loan Agreement shall mean and be a reference to the Loan Agreement, as amended by this Amendment.

(b)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

(c)On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





 




IN WITNESS WHEREOF, the parties hereto have executed this Amendment or caused it to be executed by their duly authorized officers, all as of the day and year above written.

COMPANY:
 
AMERICAN TOWER CORPORATION
 
 
By:
/s/ Thomas A. Bartlett
 
 
Name:
Thomas A. Bartlett
 
 
Title:
Executive Vice President and
 
 
 
Chief Financial Officer



[Signature Page to Seventh Amendment to Term Loan Agreement]




LENDERS
 
MIZUHO BANK, LTD., as Administrative Agent
 
 
By:
/s/ Donna DeMagistris
 
 
Name:
Donna DeMagistris
 
 
Title:
Authorized Signatory
 
 
 
 
 
 
MIZUHO BANK (USA), as a Lender
 
 
By:
/s/ Donna DeMagistris
 
 
Name:
Donna DeMagistris
 
 
Title:
Executive Director
 
 
 
 
 
 
 
 
 
 
TD Bank, N.A., as a Lender
 
 
By:
/s/ Shivani Agarwal
 
 
Name:
Shivani Agarwal
 
 
Title:
Senior Vice President
 
 
 
 
 
 
 
 
 
 
Bank of America, N.A., as a Lender
 
 
By:
/s/ Kyle Oberkrom
 
 
Name:
Kyle Oberkrom
 
 
Title:
Associate
 
 
 
 
 
 
 
 
 
 
BARCLAYS BANK PLC, as a Lender
 
 
By:
/s/ Craig Malloy
 
 
Name:
Craig Malloy
 
 
Title:
Director
 
 
 
 
 
 
 
 
 
 
CITIBANK, N.A., as a Lender
 
 
By:
/s/ Michael Vondriska
 
 
Name:
Michael Vondriska
 
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
JPMorgan Chase Bank N.A., as a Lender
 
 
By:
/s/ Inderjeet Aneja
 
 
Name:
Inderjeet Aneja
 
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

[Signature Page to Seventh Amendment to Term Loan Agreement]




 
 
MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), as a Lender
 
 
By:
/s/ Matthew Hillman
 
 
Name:
Matthew Hillman
 
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
MORGAN STANLEY BANK, N.A., as a Lender
 
 
By:
/s/ Michael King
 
 
Name:
Michael King
 
 
Title:
Authorized Signatory
 
 
 
 
 
 
 
 
 
 
ROYAL BANK OF CANADA, as a Lender
 
 
By:
/s/ Alexander Oliver
 
 
Name:
Alexander Oliver
 
 
Title:
Authorized Signatory
 
 
 
 
 
 
 
 
 
 
City National Bank, as a Lender
 
 
By:
/s/ Diane Morgan
 
 
Name:
Diane Morgan
 
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
THE BANK OF NOVA SCOTIA, as a Lender
 
 
By:
/s/ Laura Gimena
 
 
Name:
Laura Gimena,
 
 
Title:
Director
 
 
 
 
 
 
 
 
 
 
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, as a Lender
 
 
By:
/s/ Cara Younger
 
 
Name:
Cara Younger
 
 
Title:
Director
 
 
 
 
 
 
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, as a Lender
 
 
By:
/s/ Miriam Trautmann
 
 
Name:
Miriam Trautmann
 
 
Title:
Sr. Vice President
 
 
 
 
 
 
 
 

[Signature Page to Seventh Amendment to Term Loan Agreement]




 
 
SANTANDER BANK, N.A., as a Lender
 
 
By:
/s/ Andres Barbosa
 
 
Name:
Andres Barbosa
 
 
Title:
Executive Director
 
 
 
 
 
 
By:
/s/ Carolina Gutierrez
 
 
Name:
Carolina Gutierrez
 
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
SOCIETE GENERALE, as a Lender
 
 
By:
/s/ John Hogan
 
 
Name:
John Hogan
 
 
Title:
Director
 
 
 
 
 
 
 
 
 
 
Sumitomo Mitsui Banking Corp., as a Lender
 
 
By:
/s/ Katsuyuki Kubo
 
 
Name:
Katsuyuki Kubo
 
 
Title:
Managing Director
 
 
 
 
 
 
 
 
 
 
CoBank ACB, as a Lender
 
 
By:
/s/ Gary Franke
 
 
Name:
Gary Franke
 
 
Title:
Managing Director
 
 
 
 
 
 
 
 
 
 
Commerzbank AG, New York Branch as a Lender
 
 
By:
/s/ Paolo de Alessandrini
 
 
Name:
Paolo de Alessandrini
 
 
Title:
TMT Sector Head
 
 
 
 
 
 
Commerzbank AG, New York Branch as a Lender
 
 
By:
/s/ Neil Kiernan
 
 
Name:
Neil Kiernan
 
 
Title:
Director
 
 
 
 
 
 
 
 
 
 
FIFTH THIRD BANK, as a Lender
 
 
By:
/s/ Eric Oberfield
 
 
Name:
Eric Oberfield
 
 
Title:
Director

[Signature Page to Seventh Amendment to Term Loan Agreement]




 
 
 
 
 
 
GOLDMAN SACHS BANK USA, as a
 
 
Lender
 
 
By:
/s/ Rebecca Kratz
 
 
Name:
Rebecca Kratz
 
 
Title:
Authorized Signatory
 
 
 
 
 
 
HSBC Bank USA, NA, as a Lender
 
 
By:
/s/ Brett Bonet
 
 
Name:
Brett Bonet
 
 
Title:
Director
 
 
 
 
 
 
 
 
 
 
ING Capital LLC, as a Lender
 
 
By:
/s/ Valtin Gallani
 
 
Name:
Valtin Gallani
 
 
Title:
Director
 
 
 
 
 
 
By:
/s/ Aimee Sunaryo
 
 
Name:
Aimee Sunaryo
 
 
Title:
Vice President
 
 
 
 
 
 
People’s United Bank, National
 
 
Association, as a Lender
 
 
By:
/s/ Kathryn Williams
 
 
Name:
Kathryn Williams
 
 
Title:
SVP
 
 
 
 
 
 
 
 
 
 
Bank of Communications Co., Ltd., New
 
 
York Branch, as a Lender
 
 
By:
/s/ Ting Hua
 
 
Name:
Ting Hua
 
 
Title:
Deputy General Manager
 
 
 
 
 
 
 
 
 
 
FIRST HAWAIIAN BANK, as a Lender
 
 
By:
/s/ Dawn Hofmann
 
 
Name:
Dawn Hofmann
 
 
Title:
Executive Vice President
 
 
 
 
 
 
 
 

[Signature Page to Seventh Amendment to Term Loan Agreement]




 
 
The Bank of East Asia, Limited, New York Branch, as a Lender
 
 
By:
/s/ James Hua
 
 
Name:
James Hua
 
 
Title:
SVP
 
 
 
 
 
 
By:
/s/ Victor Li
 
 
Name:
Victor Li
 
 
Title:
General Manager
 
 
 
 
 
 
 
 
 
 
Banco de Sabadell, S.A., Miami Branch,
 
 
as a Lender
 
 
By:
/s/ Ignacio Alcaraz
 
 
Name:
Ignacio Alcaraz
 
 
Title:
Head of Structured Finance
 
 
 
Americas
 
 
 
 
 
 
 
 
 
 
Bank of Taiwan, New York Branch as a Lender
 
 
By:
/s/ Yue-Li Shih
 
 
Name:
Yue-Li Shih
 
 
Title:
SVP & General Manager
 
 
 
 
 
 
 
 
 
 
Hua Nan Commercial Bank, Los Angeles Branch, as a Lender
 
 
By:
/s/ Hsu Tau-Yuh
 
 
Name:
HSU TAU-YUH
 
 
Title:
VP & General Manager
 
 
 
 
 
 
 
 
 
 
Apple Bank for Savings, as a Lender
 
 
By:
/s/ Jonathan C. Byron
 
 
Name:
Jonathan C. Byron
 
 
Title:
Senior Vice President
 
 
 
Export Credit & Corporate Finance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

[Signature Page to Seventh Amendment to Term Loan Agreement]




 
 
E.SUN COMMERCIAL BANK, LTD.,
 
 
LOS ANGELES BRANCH, as a Lender
 
 
By:
/s/ Edward Chen
 
 
Name:
Edward Chen
 
 
Title:
SVP & General Manager
 
 
 
 
 
 
 
 
 
 
Land Bank of Taiwan, New York Branch, 
 
 
as a Lender
 
 
By:
/s/ Arthur Chen
 
 
Name:
Arthur Chen
 
 
Title:
General Manager
 
 
 
 
 
 
 
 
 
 
Mega International Commercial Bank Co., Ltd. New York Branch, as a Lender
 
 
By:
/s/ Pi-Kai Liu
 
 
Name:
Pi-Kai Liu
 
 
Title:
AVP
 
 
 
 
 
 
 
 
 
 
American Savings Bank, F.S.B., as a Lender
 
 
By:
/s/ Cyd Miyashiro
 
 
Name:
Cyd Miyashiro
 
 
Title:
Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Agreed, and executed solely in its capacity as Assignor under Section 3 of the foregoing Amendment:
 
 
 
 
 
 
Banco de Crédito e Inversiones, S.A., Miami Branch as an Assignor
 
 
By:
/s/ Juan Segundo
 
 
Name:
Juan Segundo
 
 
Title:
Head of Corporate Banking
 
 
 
 
 
 
By:
/s/ Linda D. Benford
 
 
Name:
Linda D. Benford
 
 
Title:
Senior Vice President
 
 
 
Bci Miami
 
 
 
 
 
 
 
 

[Signature Page to Seventh Amendment to Term Loan Agreement]




 
 
Agreed, and executed solely in its capacity as Assignor under Section 3 of the foregoing Amendment:
 
 
 
 
 
 
Case Western Reserve University, as an
 
 
Assignor
 
 
 
 
 
 
Lord, Abbett & Co. LLC, as investment adviser on behalf of Case Western Reserve University
 
 
By:
/s/ Lawrence B. Stoller
 
 
Name:
Lawrence B. Stoller
 
 
Title:
Member & Senior Deputy
 
 
 
General Counsel
 
 
 
 
 
 
 
 
 
 
Agreed, and executed solely in its capacity as Assignor under Section 3 of the foregoing Amendment:
 
 
 
 
 
 
JM Family Enterprises, Inc., as an
 
 
Assignor
 
 
 
 
 
 
Lord, Abbett & Co. LLC, as investment adviser on behalf of JM Family Enterprises, Inc.
 
 
By:
/s/ Lawrence B. Stoller
 
 
Name:
Lawrence B. Stoller
 
 
Title:
Member & Senior Deputy
 
 
 
General Counsel
 
 
 
 
 
 
 
 
 
 
Agreed, and executed solely in its capacity as Assignor under Section 3 of the foregoing Amendment:
 
 
 
 
 
 
Lord Abbett Inflation Focused Fund, as
 
 
an Assignor
 
 
 
 
 
 
Lord, Abbett & Co. LLC, as investment adviser on behalf of Lord Abbett Inflation Focused Fund
 
 
By:
/s/ Lawrence B. Stoller
 
 
Name:
Lawrence B. Stoller
 
 
Title:
Member & Senior Deputy
 
 
 
General Counsel
 
 
 
 
 
 
 
 
 
 
 
 

[Signature Page to Seventh Amendment to Term Loan Agreement]




 
 
Agreed, and executed solely in its capacity as Assignor under Section 3 of the foregoing Amendment:
 
 
 
 
 
 
Lord Abbett Series Fund - Short
 
 
Duration Income, as an Assignor
 
 
 
 
 
 
Lord, Abbett & Co. LLC, as investment adviser on behalf of Lord Abbett Series Fund - Short Duration Income
 
 
By:
/s/ Lawrence B. Stoller
 
 
Name:
Lawrence B. Stoller
 
 
Title:
Member & Senior Deputy
 
 
 
General Counsel
 
 
 
 
 
 
 
 
 
 
Agreed, and executed solely in its capacity as Assignor under Section 3 of the foregoing Amendment:
 
 
 
 
 
 
Lord Abbett Short Duration Credit
 
 
Trust, as an Assignor
 
 
 
 
 
 
Lord, Abbett & Co. LLC, as investment adviser on behalf of Lord Abbett Short Duration Credit Trust
 
 
By:
/s/ Lawrence B. Stoller
 
 
Name:
Lawrence B. Stoller
 
 
Title:
Member & Senior Deputy
 
 
 
General Counsel
 
 
 
 
 
 
 
 
 
 
Agreed, and executed solely in its capacity as Assignor under Section 3 of the foregoing Amendment:
 
 
 
 
 
 
Lord Abbett Short Duration Income
 
 
Fund, as an Assignor
 
 
 
 
 
 
Lord, Abbett & Co. LLC, as investment adviser on behalf of Lord Lord Abbett Short Duration Income Fund
 
 
By:
/s/ Lawrence B. Stoller
 
 
Name:
Lawrence B. Stoller
 
 
Title:
Member & Senior Deputy
 
 
 
General Counsel
 
 
 
 

[Signature Page to Seventh Amendment to Term Loan Agreement]




 
 
 
 
 
 
Agreed, and executed solely in its capacity as Assignor under Section 3 of the foregoing Amendment:
 
 
 
 
 
 
Lord Abbett Short Duration Income Fund
 
 
UCITS, as an Assignor
 
 
 
 
 
 
Lord, Abbett & Co. LLC, as investment adviser on behalf of Lord Abbett Short Duration Income Fund UCITS
 
 
By:
/s/ Lawrence B. Stoller
 
 
Name:
Lawrence B. Stoller
 
 
Title:
Member & Senior Deputy
 
 
 
General Counsel
 
 
 
 
 
 
 
 
 
 
Agreed, and executed solely in its capacity as Assignor under Section 3 of the foregoing Amendment:
 
 
 
 
 
 
University of Wisconsin Foundation -
 
 
Callable, as an Assignor
 
 
 
 
 
 
Lord, Abbett & Co. LLC, as investment adviser on behalf of University of Wisconsin Foundation - Callable
 
 
By:
/s/ Lawrence B. Stoller
 
 
Name:
Lawrence B. Stoller
 
 
Title:
Member & Senior Deputy
 
 
 
General Counsel
 
 
 
 
 
 
 
 
 
 
Agreed, and executed solely in its capacity as Assignor under Section 3 of the foregoing Amendment:
 
 
 
 
 
 
University of Wisconsin Foundation -
 
 
Endowment, as an Assignor
 
 
 
 
 
 
Lord, Abbett & Co. LLC, as investment adviser on behalf of University of Wisconsin - Endowment
 
 
By:
/s/ Lawrence B. Stoller
 
 
Name:
Lawrence B. Stoller
 
 
Title:
Member & Senior Deputy
 
 
 
General Counsel


[Signature Page to Seventh Amendment to Term Loan Agreement]




SCHEDULE A
LOAN AMOUNTS
Entity
Term Loan Amounts

MIZUHO BANK (USA)

$40,000,000.00

TD BANK, N.A.
40,000,000.00

BANK OF AMERICA, N.A.
40,000,000.00

BARCLAYS BANK PLC
40,000,000.00

CITIBANK, N.A.
40,000,000.00

JPMORGAN CHASE BANK, N.A.
40,000,000.00

MUFG BANK, LTD.
24,000,000.00

MORGAN STANLEY BANK, N.A.
16,000,000.00

ROYAL BANK OF CANADA
15,000,000.00

CITY NATIONAL BANK
25,000,000.00

THE BANK OF NOVA SCOTIA
18,000,000.00

BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK BRANCH
18,000,000.00

SANTANDER BANK, N.A.
18,000,000.00

SOCIETE GENERALE
18,000,000.00

SUMITOMO MITSUI BANKING CORP.
18,000,000.00

COBANK ACB
225,000,000.00

COMMERZBANK AG, NEW YORK BRANCH
15,000,000.00

FIFTH THIRD BANK
15,000,000.00

GOLDMAN SACHS BANK USA
15,000,000.00

HSBC BANK USA, NA
15,000,000.00

ING CAPITAL LLC
15,000,000.00

PEOPLE'S UNITED BANK, NATIONAL ASSOCIATION
50,000,000.00

BANK OF COMMUNICATIONS CO., LTD., NEW YORK BRANCH
40,000,000.00

FIRST HAWAIIAN BANK
35,000,000.00

THE BANK OF EAST ASIA, LIMITED, NEW YORK BRANCH
35,000,000.00

BANCO DE SABADELL, S.A., MIAMI BRANCH
22,500,000.00

BANK OF TAIWAN, NEW YORK BRANCH
20,000,000.00

HUA NAN COMMERCIAL BANK, LOS ANGELES BRANCH
20,000,000.00

APPLE BANK FOR SAVINGS
15,000,000.00

E.SUN COMMERCIAL BANK, LTD., LOS ANGELES BRANCH
15,000,000.00

LAND BANK OF TAIWAN, NEW YORK BRANCH
15,000,000.00

MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. NEW YORK BRANCH
12,500,000.00

AMERICAN SAVINGS BANK, F.S.B.
10,000,000.00

Total:

$1,000,000,000