SEVENTH AMENDMENT TO CREDITAGREEMENT
Exhibit 10.2
SEVENTH AMENDMENT TO CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT dated as of May 11, 2009 (the “Amendment”) is entered into among Georgia Gulf Corporation, a Delaware corporation (“GGC”), Royal Group, Inc. (formerly known as Royal Group Technologies Limited), a Canadian federal corporation (the “Canadian Borrower”; together with GGC, the “Borrowers”), the Guarantors, the Lenders party hereto, Bank of America, National Association, as Domestic Administrative Agent and Bank of America, National Association acting through its Canada branch, as Canadian Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
RECITALS
WHEREAS, the Borrowers, the Guarantors, the Lenders, Bank of America, National Association, as Domestic Administrative Agent, Domestic Collateral Agent and Domestic L/C Issuer, Bank of America, National Association acting through its Canada branch, as Canadian Administrative Agent, Canadian Collateral Agent and Canadian L/C Issuer and The Bank of Nova Scotia, as Canadian Swing Line Lender entered into that certain Credit Agreement dated as of October 3, 2006 (as amended from time to time, the “Credit Agreement”); and
WHEREAS, GGC has requested that the Lenders amend the Credit Agreement as set forth below;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Amendments.
(a) The following definitions are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:
“April 15 Interest Payments” means the interest payments due on April 15, 2009 under the 2006 Senior Notes and the 2006 Senior Subordinated Notes.
“Cutoff Date” has the meaning specified in Section 6.07.
“Waiver/Forbearance Agreement” has the meaning specified in Section 6.07.
(b) The first sentence of Section 6.07 of the Credit Agreement is hereby amended by replacing the proviso at the end thereof with the following:
“; provided that neither (1) the failure of GGC or any Subsidiary to make the April 15 Interest Payments nor (2) any cross-default occurring under the 2006 Senior Notes Documents, the 2006 Senior Subordinated Notes Documents or the 2003 Senior Notes Documents solely as a result of the failure to make the April 15 Interest Payments shall render inaccurate the foregoing representation unless any portion of the April 15 Interest Payments remains unpaid on the earlier of (such earlier date, the “Cutoff Date”)
(x) the first date on which holders of 25% or more of the aggregate principal amount of the outstanding 2006 Senior Notes, 2006 Senior Subordinated Notes or 2003 Senior Notes shall have the right (after giving effect to any amendment, waiver and/or forbearance agreements (each a “Waiver/Forbearance Agreement”) then in effect) to accelerate (or to instruct the applicable trustee to accelerate) the Indebtedness under the 2006 Senior Notes, the 2006 Senior Subordinated Notes or the 2003 Senior Notes, respectively, or to exercise (or to instruct the applicable trustee to exercise) any other remedies against the Company or any of its Subsidiaries as a result of the Company’s failure to make the April 15 Interest Payments and (y) June 15, 2009.”
(c) Section 7.04 of the Credit Agreement is hereby amended by replacing the proviso at the end thereof with the following:
“; provided that the failure of any Loan Party to make the April 15 Interest Payments shall not constitute a breach of this covenant unless any portion of the April 15 Interest Payments remains unpaid on the Cutoff Date.”
(d) Section 9.01(f)(i)(A) of the Credit Agreement is hereby amended by replacing the parenthetical immediately following the word “due” with the following parenthetical:
“(or, in the case of the April 15 Interest Payments, prior to the Cutoff Date)”. For avoidance of doubt, it is understood and agreed that the failure to have made any such payment prior to the Cutoff Date shall not constitute a Default.
(e) Section 9.01(f)(i)(B) of the Credit Agreement is hereby amended by:
(i) inserting “(except, with respect to the 2006 Senior Notes, the 2006 Senior Subordinated Notes or the 2003 Senior Notes, after giving effect to any Waiver/Forbearance Agreement then in effect)” immediately following “the effect of which default or other event”; and
(ii) inserting the following proviso immediately following “demanded” at the end thereof:
“; provided that, solely with respect to a default or other event that permits a trustee on behalf of the holders or beneficiaries of the 2006 Senior Notes, the 2006 Senior Subordinated Notes or the 2003 Senior Notes to cause, with the giving of notice if required, the applicable Indebtedness to be demanded or to become due and payable, if such default or other event results solely from the failure of GGC or any Subsidiary to make the April 15 Interest Payments, then such default or other event shall not constitute an Event of Default pursuant to this Section 9.01(f)(i)(B) unless (x) any portion of the April 15 Interest Payments remains unpaid on the Cutoff Date or (y) such trustee shall have caused, with the giving of notice if required, the applicable Indebtedness to be demanded or to become due and payable”
(f) Section 9.01(n) of the Credit Agreement is hereby amended by adding the following proviso at the end thereof:
“; provided that the occurrence of an “Event of Default” under, and as defined in, the 2003 Senior Notes Documents that results solely from the failure of GGC or any Subsidiary to make the April 15 Interest Payments (including, for the avoidance of doubt,
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pursuant to any cross-default provision) shall not constitute an Event of Default pursuant to this Section 9.01(n) unless any portion of the April 15 Interest Payments remains unpaid on the Cutoff Date.”
(g) Section 9.01(o) of the Credit Agreement is hereby amended by adding the following proviso at the end thereof:
“; provided that the occurrence of an “Event of Default” under, and as defined in, the 2006 Senior Notes Documents that results solely from the failure of GGC or any Subsidiary to make the April 15 Interest Payments (including, for the avoidance of doubt, pursuant to any cross-default provision) shall not constitute an Event of Default pursuant to this Section 9.01(o) unless any portion of the April 15 Interest Payments remains unpaid on the Cutoff Date.”
(h) Section 9.01(p) of the Credit Agreement is hereby amended by adding the following proviso at the end thereof:
“; provided that the occurrence of an “Event of Default” under, and as defined in, the 2006 Senior Subordinated Debt Documents that results solely from the failure of GGC or any Subsidiary to make the April 15 Interest Payments (including, for the avoidance of doubt, pursuant to any cross-default provision) shall not constitute an Event of Default pursuant to this Section 9.01(p) unless any portion of the April 15 Interest Payments remains unpaid on the Cutoff Date.”
Section 2. Conditions Precedent. This Amendment shall be effective upon satisfaction of the following conditions precedent (the date on which such conditions have been satisfied, the “Amendment Effective Date”):
(a) Receipt by the Domestic Administrative Agent of counterparts of this Amendment duly executed by the Borrowers, the Guarantors, the Required Lenders, the Required Domestic Revolving Lenders, the Required Canadian Revolving Lenders and Bank of America, N.A., as Administrative Agent;
(b) Receipt by the Domestic Administrative Agent (i) for the account of (x) each Lender that has the right under the Credit Agreement to approve this Amendment and that has executed this Amendment on or prior to 3:00 p.m., New York City time, on May 11, 2009 and (y) each other Lender that has the right under the Credit Agreement to approve this Amendment and that has not been given the opportunity to access this Amendment and consent thereto (each of the Lenders described in the foregoing clauses (x) and (y) a “Consenting Lender”), a fee equal to 0.05% of the aggregate amount of each such Consenting Lender’s (A) Canadian Revolving Commitment, (B) Canadian Swing Line Commitment, (C) Domestic Revolving Commitment and (D) portion of the Term Loan outstanding and (ii) any fees and expenses of the Administrative Agents (including reasonable attorneys’ fees of the Administrative Agents) in connection with the Loan Documents;
(c) Receipt by BAS of all fees, expenses and other amounts that have become due and payable to BAS, in its capacity as arranger of the Amendment, on or prior to the Amendment Effective Date pursuant to that certain letter agreement dated as of May 6, 2009 between GGC and BAS; and
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(d) Receipt by any Administrative Agent of such other documents, instruments, agreements and information as reasonably requested by such Administrative Agent.
Section 3. Release.
(a) Each Loan Party and its respective successors, assigns and legal representatives (collectively, the “Releasors”), releases, acquits and forever discharges each Administrative Agent and each Lender (collectively, the “Lender Parties”), and their respective subsidiaries, parents, affiliates, officers, directors, employees, agents, attorneys, advisors, successors and assigns, both present and former (collectively, the “Lender Party Affiliates”), from any and all manner of losses, costs, defenses, damages, liabilities, deficiencies, actions, causes of action, suits, debts, controversies, damages, judgments, executions, claims, demands and out-of-pocket expenses whatsoever, asserted or unasserted, known or unknown, foreseen or unforeseen, in contract, tort, law or equity (generically, “Claims”), that any Releasor has or may have against any of the Lender Parties and/or the Lender Party Affiliates by reason of any action, failure to act, event, statement, accusation, assertion, matter or thing whatsoever arising from or based on facts occurring prior to the Amendment Effective Date that arises out of or is connected to the Loan Documents, the Loans and the Letters of Credit, including but not limited to any Claims or defense that relates to, in whole or in part, directly or indirectly: (i) the Credit Agreement or any other Loan Document or the transactions contemplated thereby; (ii) the making of any Loans or issuance of Letters of Credit under the Loan Documents; (iii) any actual or proposed use by the Loan Parties of the proceeds of the Loans or Letters of Credit; (iv) any actions or omissions of any Lender Party or Lender Party Affiliate in connection with the initiation or continuing exercise of any right or remedy contained in the Loan Documents at law or in equity; (v) the making or administration of the Loans, including without limitation, any such claims and defenses based on fraud, mistake, duress, usury or misrepresentation, or any other claim based on so-called “lender liability theories”; (vi) any covenants, agreements, duties or obligations set forth in the Loan Documents; (vii) lost profits, (viii) loss of business opportunity, (ix) increased financing costs, (x) increased legal or other administrative fees or (xi) damages to business reputation.
(b) Each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby unconditionally and irrevocably agrees that it will not sue any Lender Party or Lender Party Affiliate on the basis of any Claim released, remised and discharged by such Loan Party pursuant to this Section 3. If any Loan Party or any of their respective successors, assigns or other legal representatives violates the foregoing covenant, each Loan Party, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Lender Party or Lender Party Affiliate may sustain as a result of such violation, all reasonable and documented attorneys’ fees and costs incurred by any Lender Party or Lender Party Affiliate as a result of such violation.
Section 4. Miscellaneous.
(a) GGC shall deliver to the Administrative Agent copies of each Waiver/Forbearance Agreement immediately upon the effectiveness thereof, and agrees that its failure to do so within two days after the effectiveness thereof shall constitute an Event of Default.
(b) The Credit Agreement, and the obligations of the Loan Parties thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.
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(c) Each Guarantor (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 and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the Loan Documents.
(d) The Borrowers and the Guarantors hereby represent and warrant as follows:
(i) Each Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment.
(ii) This Amendment has been duly executed and delivered by the Loan Parties and constitutes each of the Loan Parties’ legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(iii) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by any Loan Party of this Amendment.
(e) The Loan Parties represent and warrant to the Lenders that after giving effect to this Amendment (i) the representations and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in each other Loan Document are true and correct in all material respects as of the date hereof and will be true and correct in all material respects as of the Amendment Effective Date with the same effect as if made on and as of such dates, except to the extent such representations and warranties expressly relate solely to an earlier date and (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default.
(f) Each Loan Party hereby ratifies and confirms the security interest in and to all Collateral granted to the Collateral Agent pursuant to the Collateral Documents and the perfected, first priority status of such security interest as set forth therein (subject only to liens which are permitted by the terms of the Loan Documents to be prior to the Lien of the Collateral Agent).
(g) In the event that the Amendment Effective Date occurs during the period beginning at 5:00 p.m. on May 11, 2009 through and including the day preceding the Cutoff Date, the Lenders hereby waive, solely during the period beginning at 5:00 p.m. on May 11, 2009 through and including the Amendment Effective Date, any Event of Default under Section 9.01(f), 9.01(n), 9.01(o) or 9.01(p) of the Credit Agreement arising solely from the Company’s failure to make the April 15 Interest Payments. The waiver granted pursuant to this Section 4(f) shall be limited precisely as written, and shall not extend to any Default or Event of Default under any other provision of the Credit Agreement.
(h) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy shall be effective as an original and shall constitute a representation that an executed original shall be delivered.
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(i) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.
| BORROWERS: |
| GEORGIA GULF CORPORATION, | |
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| a Delaware corporation, as a Borrower and, with | |
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| By: | /s/ Gregory Thompson |
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| Name: | Gregory Thompson |
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| Title: | Chief Financial Officer |
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| ROYAL GROUP, INC. (formerly known as | |
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| By: | /s/ Gregory Thompson |
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| Name: | Gregory Thompson |
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| Title: | Chief Financial Officer |
| DOMESTIC GUARANTORS: |
| GEORGIA GULF CHEMICALS & VINYLS, | |
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| By: | /s/ Gregory Thompson |
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| Name: Gregory Thompson |
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| Title: Vice President |
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| GEORGIA GULF LAKE CHARLES, LLC, a | |
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| By: | /s/ Gregory Thompson |
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| Name: Gregory Thompson |
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| Title: Vice President |
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| GREAT RIVER OIL & GAS | |
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| By: | /s/ Gregory Thompson |
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| Name: Gregory Thompson |
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| Title: Vice President |
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| ROME DELAWARE CORP., a Delaware | |
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| By: | /s/ Gregory Thompson |
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| Name: Gregory Thompson |
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| Title: Vice President |
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| ROYAL PLASTICS GROUP (U.S.A.) | |
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| By: | /s/ Gregory Thompson |
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| Name: Gregory Thompson |
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| Title: Vice President |
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| PLASTIC TRENDS, INC., a Michigan | |
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| By: | /s/ Gregory Thompson |
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| Name: Gregory Thompson |
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| Title: Vice President |
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| ROYAL OUTDOOR PRODUCTS, INC., an | |
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| By: | /s/ Gregory Thompson |
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| Name: Gregory Thompson |
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| Title: Vice President |
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| ROYAL WINDOW AND DOOR PROFILES | |
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| By: | /s/ Gregory Thompson |
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| Name: Gregory Thompson |
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| Title: Vice President |
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| ROYAL WINDOW AND DOOR PROFILES | |
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| By: | /s/ Gregory Thompson |
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| Name: Gregory Thompson |
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| Title: Vice President |
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| ROYAL WINDOW COVERINGS (USA) L.P., | |
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| By: NOVO MANAGEMENT, INC., | |
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| a Nevada corporation, its Managing Partner | |
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| By: | /s/ Gregory Thompson |
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| Name: Gregory Thompson |
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| Title: Vice President |
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| ROYAL MOULDINGS LIMITED, a Nevada | |
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| By: | /s/ Gregory Thompson |
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| Name: Gregory Thompson |
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| Title: Vice President |
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| ROYAL GROUP SALES (USA) LIMITED., a | |
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| By: | /s/ Gregory Thompson |
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| Name: |
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| Title: |
| CANADIAN GUARANTORS: | ROME ACQUISITION HOLDING CORP., a | |
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| By: | /s/ Gregory Thompson |
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| Name: Gregory Thompson |
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| Title: Vice President |
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| 6632149 CANADA INC., | |
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| a Canadian federal corporation | |
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| By: | /s/ Gregory Thompson |
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| Name: Gregory Thompson |
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| Title: Vice President |
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| ALAIN CÔTÉ, AS SOLE TRUSTEE OF THE | |
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| a trust formed under the laws of the Province of | |
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| /s/ Alain Côté | |
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| Name: Alain Côté | |
| DOMESTIC | BANK OF AMERICA, N.A. | |
| ADMINISTRATIVE AGENT: | as Domestic Administrative Agent and | |
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| Domestic Collateral Agent | |
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| By: | /s/ Kevin M. Behan |
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| Name: | Kevin M. Behan |
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| Title: | SVP |
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| CANADIAN | BANK OF AMERICA, N.A. | |
| ADMINISTRATIVE AGENT | acting through its Canada branch, as Canadian | |
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| By: | /s/ Medina Sales de Andrade |
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| Name: | Medina Sales de Andrade |
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| Title: | Vice President |
| LENDERS |
| [LENDER] | ||
| AND L/C ISSUERS: |
| as a Lender and a [Domestic] [Canadian] L/C | ||
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| By: | /s/ Kevin M. Behan |
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| Name: | Kevin M. Behan |
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| Title: | SVP |
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| ABN AMRO BANK, N.V. |
| AMERIPRISE CERTIFICATE COMPANY | ||
| as a Canadian Revolving Lender |
| as a Lender | ||
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| By: | /s/ David W. Stack |
| By: | /s/ Robin C. Stancil |
| Name: | David W. Stack |
| Name: | Robin C. Stancil |
| Title: | Senior Vice President |
| Title: | Assistant Vice President |
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| By: | /s/ Parker H. Douglas |
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| Name: | Parker H. Douglas |
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| Title: | Senior Vice President |
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| AMMC CLO III, LIMITED |
| AMMC CLO IV, LIMITED | ||
| By: American Money Management Corp., |
| By: American Money Management Corp., as | ||
| as Collateral Manager as a Lender |
| Collateral Manager as a Lender | ||
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| By: | /s/ David P. Meyer |
| By: | /s/ David P. Meyer |
| Name: | David P. Meyer |
| Name: | David P. Meyer |
| Title: | Senior Vice President |
| Title: | Senior Vice President |
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| AMMC CLO VI, LIMITED |
| AMMC VII, LIMITED | ||
| By: American Money Management Corp., |
| By: American Money Management Corp., as | ||
| as Collateral Manager as a Lender |
| Collateral Manager as a Lender | ||
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| By: | /s/ David P. Meyer |
| By: | /s/ David P. Meyer |
| Name: | David P. Meyer |
| Name: | David P. Meyer |
| Title: | Senior Vice President |
| Title: | Senior Vice President |
| AMMC VIII, LIMITED |
| APOSTLE LOOMIS SAYLES SENIOR | ||
| By: American Money Management Corp., |
| LOAN FUND as a Lender | ||
| as Collateral Manager as a Lender |
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| By: | Please See Following Page: |
| By: | /s/ David P. Meyer |
| Name: |
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| Name: | David P. Meyer |
| Title: |
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| Title: | Senior Vice President |
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| APOSTLE LOOMIS SAYLES SENIOR | |
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| By: Loomis, Sayles & Company, L.P. | |
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| Its Investment Manager | |
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| By: Loomis, Sayles & Company, Incorporated | |
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| Its General Partner | |
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| By: | /s/ John R. Bell |
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| Name: | John R. Bell |
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| Title: | Vice President |
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| ARIZONA STATE RETIREMENT |
| THE ASSETS MANAGEMENT | ||
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| INVESTMENT MANAGER UNDER | |
| By: | /s/ David Censorio |
| POWER OF ATTORNEY as a Lender | |
| Name: | David Censorio |
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| Title: | VP |
| By: | /s/ David Censorio |
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| Name: | David Censorio |
| BABSON CLO LTD. 2004-I |
| Title: | VP | |
| BABSON CLO LTD. 2005-I |
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| BABSON CLO LTD. 2005-II |
| BALTIC FUNDING LLC as a Lender | ||
| BABSON CLO LTD. 2005-III |
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| BABSON CLO LTD. 2006-II |
| By: | /s/ Tara E. Kenny | |
| BABSON CLO LTD. 2007-I |
| Name: | Tara E. Kenny | |
| SAPPHIRE VALLEY CDO I, LTD. |
| Title: | Assistant Vice President | |
| SUFFIELD CLO, LIMITED as Lenders |
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| By: Babson Capital Management LLC as |
| BANK OF AMERICA, N.A. | ||
| Collateral Manager |
| acting through its Canada branch, as a Lender | ||
| By: | /s/ Geoffrey Takacs |
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| Name: | Geoffrey Takacs |
| By: | /s/ Medina Sales de Andrade |
| Title: | Director |
| Name: | Medina Sales de Andrade |
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| Title: | Vice President |
| MAPLEWOOD (CAYMAN) LIMITED as a |
| THE BANK OF NOVA SCOTIA as a Lender | ||
| By: Babson Capital Management LLC as |
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| Investment Manager |
| By: | /s/ Mark Vigil | |
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| Name: | Mark Vigil |
| By: | /s/ Geoffrey Takacs |
| Title: | Managing Director, Special Accounts |
| Name: | Geoffrey Takacs |
| Management | |
| Title: | Director |
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| BANK OF TOKYO-MITSUBISHI UFJ | |
| JFIN CLO 2007 LTD. as a Lender |
| TRUST COMPANY as a Lender and a | ||
| By: Jefferies Finance LLC as Collateral |
| Domestic L/C Issuer | ||
| Manager |
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| By: | /s/ David Noda |
| By: | /s/ Andrew Lennon |
| Name: | David Noda |
| Name: | Andrew Lennon |
| Title: | VP and Manager |
| Title: | Director |
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| BASSO MULTI-STRATEGY HOLDING |
| BROWNSTONE PARTNERS | ||
| FUND LTD. as a Lender |
| CATALYST MASTER FUND, LTD. as a | ||
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| Lender |
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| By: | /s/ Joseph J. Schultz |
| By: Brownstone Asset Management, LP | |
| Name: | Joseph J. Schultz |
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| Title: | Chief Operating Officer |
| By: | /s/ David Zornitsky |
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| Name: | David Zornitsky |
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| Title: | CFO |
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| CARLYLE HIGH YIELD PARTNERS |
| CARLYLE HIGH YIELD PARTNERS IV, | ||
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| By: | /s/ Linda Pace |
| By: | /s/ Linda Pace |
| Name: | Linda Pace |
| Name: | Linda Pace |
| Title: | Managing Director |
| Title: | Managing Director |
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| CARLYLE HIGH YIELD PARTNERS IX, |
| CARLYLE LOAN INVESTMENT LTD., as a | ||
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| By: | /s/ Linda Pace |
| By: | /s/ Linda Pace |
| Name: | Linda Pace |
| Name: | Linda Pace |
| Title: | Managing Director |
| Title: | Managing Director |
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| CENTURION CDO VI, LTD. |
| CENTURION CDO VII, LIMITED | ||
| By: RiverSource Investments, LLC as |
| By: RiverSource Investments, LLC as Collateral | ||
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| By: | /s/ Robin C. Stancil |
| By: | /s/ Robin C. Stancil |
| Name: | Robin C. Stancil |
| Name: | Robin C. Stancil |
| Title: | Director of Operations |
| Title: | Director of Operations |
| CENTURION CDO 8, LIMITED |
| CENTURION CDO 9, LTD. | ||
| By: RiverSource Investments, LLC as |
| By: RiverSource Investments, LLC as Collateral | ||
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| By: | /s/ Robin C. Stancil |
| By: | /s/ Robin C. Stancil |
| Name: | Robin C. Stancil |
| Name: | Robin C. Stancil |
| Title: | Director of Operations |
| Title: | Director of Operations |
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| CENT CDO 10 LIMITED |
| CENT CDO XI, LIMITED | ||
| By: RiverSource Investments, LLC as |
| By: RiverSource Investments, LLC as Collateral | ||
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| By: | /s/ Robin C. Stancil |
| By: | /s/ Robin C. Stancil |
| Name: | Robin C. Stancil |
| Name: | Robin C. Stancil |
| Title: | Director of Operations |
| Title: | Director of Operations |
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| CENT CDO 12 LIMITED |
| CENT CDO 14 LIMITED | ||
| By: RiverSource Investments, LLC as |
| By: RiverSource Investments, LLC as Collateral | ||
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| By: | /s/ Robin C. Stanci |
| By: | /s/ Robin C. Stancil |
| Name: | Robin C. Stancil |
| Name: | Robin C. Stancil |
| Title: | Director of Operations |
| Title: | Director of Operations |
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| CENT CDO 15 LIMITED |
| CITIBANK, N.A. as a Lender and a Domestic | ||
| By: RiverSource Investments, LLC as |
| L/C Issuer | ||
| Collateral Manager as a Lender |
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| By: | /s/ Brian Blessing |
| By: | /s/ Robin C. Stancil |
| Name: | Brian Blessing |
| Name: | Robin C. Stancil |
| Title: | Attorney-in-Fact |
| Title: | Director of Operations |
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| COA CLO FINANCING LTD. |
| COMMONWEALTH OF | ||
| By: FS COA Management LLC, as Portfolio |
| MASSACHUSETTS PENSION RESERVES | ||
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| BY: PYRAMIS GLOBAL ADVISORS | |
| By: | /s/ John W. Fraser |
| TRUST COMPANY, AS INVESTMENT | |
| Name: | John W. Fraser |
| MANAGER UNDER POWER OF | |
| Title: | Manager |
| ATTORNEY as a Lender | |
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| By: | /s/ David Censorio |
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| Name: | David Censorio |
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| Title: | VP |
| CONTINENTAL CASUALTY COMPANY |
| EATON VANCE CDO VII PLC | ||
| as a Lender |
| By: Eaton Vance Management | ||
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| as Interim Investment Advisor as a Lender | |
| By: | /s/ Marilou R. McGirr |
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| Name: | Marilou R. McGirr |
| By: | /s/ Michael B. Botthof |
| Title: | Vice President and Assistant Treasurer |
| Name: | Michael B. Botthof |
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| Title: | Vice President |
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| EATON VANCE CDO VIII, LTD. |
| EATON VANCE CDO IX LTD. | ||
| By: Eaton Vance Management |
| By: Eaton Vance Management | ||
| as Investment Advisor as a Lender |
| as Investment Advisor as a Lender | ||
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| By: | /s/ Michael B. Botthof |
| By: | /s/ Michael B. Botthof |
| Name: | Michael B. Botthof |
| Name: | Michael B. Botthof |
| Title: | Vice President |
| Title: | Vice President |
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| EATON VANCE CDO X PLC |
| EATON VANCE FLOATING-RATE | ||
| By: Eaton Vance Management |
| INCOME TRUST | ||
| as Investment Advisor as a Lender |
| By: Eaton Vance Management | ||
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| as Investment Advisor as a Lender | ||
| By: | /s/ Michael B. Botthof |
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| Name: | Michael B. Botthof |
| By: | /s/ Michael B. Botthof |
| Title: | Vice President |
| Name: | Michael B. Botthof |
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| Title: | Vice President |
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| EATON INSTITUTIONAL SENIOR LOAN |
| EATON VANCE LOAN OPPORTUNITIES | ||
| By: Eaton Vance Management |
| By: Eaton Vance Management | ||
| as Investment Advisor as a Lender |
| as Investment Advisor as a Lender | ||
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| By: | /s/ Michael B. Botthof |
| By: | /s/ Michael B. Botthof |
| Name: | Michael B. Botthof |
| Name: | Michael B. Botthof |
| Title: | Vice President |
| Title: | Vice President |
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| EATON VANCE LIMITED DURATION |
| EATON VANCE SENIOR FLOATING- | ||
| By: Eaton Vance Management |
| By: Eaton Vance Management | ||
| as Investment Advisor as a Lender |
| as Investment Advisor as a Lender | ||
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| By: | /s/ Michael B. Botthof |
| By: | /s/ Michael B. Botthof |
| Name: | Michael B. Botthof |
| Name: | Michael B. Botthof |
| Title: | Vice President |
| Title: | Vice President |
| EATON VANCE SENIOR INCOME |
| EATON VANCE SHORT DURATION | ||||
| By: | Eaton Vance Management |
| By: | Eaton Vance Management | ||
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| as Investment Advisor as a Lender |
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| as Investment Advisor as a Lender | ||
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| ||||
| By: | /s/ Michael B. Botthof |
| By: | /s/ Michael B. Botthof | ||
| Name: | Michael B. Botthof |
| Name: | Michael B. Botthof | ||
| Title: | Vice President |
| Title: | Vice President | ||
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| ||||
| EATON VANCE VT FLOATING-RATE |
| FIDELITY ADVISOR SERIES I: FIDELITY | ||||
| By: | Eaton Vance Management |
| INCOME FUND as a Lender | |||
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| as Investment Advisor as a Lender |
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| By: | /s/ Gary Ryan | |||
| By: | /s/ Michael B. Botthof |
| Name: | Gary Ryan | ||
| Name: | Michael B. Botthof |
| Title: | Assistant Treasurer | ||
| Title: | Vice President |
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| FIDELITY ADVISOR SERIES I: |
| FIDELITY ADVISOR SERIES I: FIDELITY | ||||
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| By: | /s/ Gary Ryan |
| By: | /s/ Gary Ryan | ||
| Name: | Gary Ryan |
| Name: | Gary Ryan | ||
| Title: | Assistant Treasurer |
| Title: | Assistant Treasurer | ||
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| FIDELITY CENTRAL INVESTMENT |
| FIDELITY SECURITIES FUND: FIDELITY | ||||
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| By: | /s/ Gary Ryan |
| By: | /s/ Gary Ryan | ||
| Name: | Gary Ryan |
| Name: | Gary Ryan | ||
| Title: | Assistant Treasurer |
| Title: | Assistant Treasurer | ||
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| ||||
| FIDELITY SUMMER STREET TRUST: |
| THE FOOTHILL GROUP, LLC as a Lender | ||||
| Lender |
| By: | /s/ Dennis Ascher | |||
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| Name: | Dennis Ascher | |||
| By: | /s/ Gary Ryan |
| Title: | Senior Vice President | ||
| Name: | Gary Ryan |
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| |||
| Title: | Assistant Treasurer |
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| GALAXY X CLO, LTD. |
| GALLATIN CLO II 2005-1 LTD. | ||
| By: AIG Global Investment Corp. As Collateral Manager |
| By: UrsaMine Credit Advisors, LLC as its | ||
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| AIG-BANK LOAN FUND LTD. |
| By: | /s/ Niall Rosenzweig | |
| By: AIG Global Investment Corp., Its |
| Name: | Niall Rosenzweig | |
| Investment Manager |
| Title: | Principal | |
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| |
| SUNAMERICA SENIOR FLOATING RATE FUND, INC. |
| GALLATIN CLO III 2007-1 LTD. AS ASSIGNEE | ||
| By: AIG-Global Investment Corp., Investment Sub-Adviser |
| By: UrsaMine Credit Advisors, LLC as its | ||
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| AIG ANNUNITY INSURANCE |
| By: | /s/ Niall Rosenzweig | |
| COMPANY |
| Name: | Niall Rosenzweig | |
| By: AIG Global Investment Corp. Inc. Ts |
| Title: | Principal | |
| Investment Advisor |
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| By: | /s/ W. Jeffrey Baxter |
|
| |
| Name: | W. Jeffrey Baxter |
|
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| Title: | Managing Director |
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| GALLATIN FUNDING I LTD. |
| GENERAL ELECTRIC CAPITAL | ||
| By: UrsaMine Credit Advisors, LLC as its |
| CORPORATION as a Lender | ||
| Collateral Manager as a Lender |
|
| ||
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| By: | /s/ Rebecca A. Ford | |
| By: | /s/ Niall Rosenzweig |
| Name: | Rebecca A. Ford |
| Name: | Niall Rosenzweig |
| Title: | Duly Authorized Signatory |
| Title: | Principal |
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| GOLDMAN SACHS LENDING |
| GRAYSON & CO. | ||
| PARTNERS LLC as a Lender |
| By: Boston Management and Research as | ||
|
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| Investment Advisor as a Lender | ||
| By: | /s/ Andrew Caditz |
|
| |
| Name: | Andrew Caditz |
| By: | /s/ Michael B. Botthof |
| Title: | Vice President |
| Name: | Michael B. Botthof |
|
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| Title: | Vice President | |
|
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| ||
| GRAYSON CLO II 2004-1 LTD. |
| GULF STREAM-RASHINBAN CLO 2006-I | ||
| By: UrsaMine Credit Advisors, LLC as its |
| LTD | ||
| Collateral Manager as a Lender |
| By: Gulf Stream Asset Management LLC As | ||
|
|
| Collateral Manager (Sumitomo Deal) | ||
| By: | /s/ Niall Rosenzweig |
|
| |
| Name: | Niall Rosenzweig |
| GULF STREAM-SEXTANT CLO 2006-I | |
| Title: | Principal |
| LTD | |
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| By: Gulf Stream Asset Management LLC As | |
|
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| Collateral Manager | |
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| GULF STREAM-SEXTANT CLO 2007-I LTD | |||
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| By: Gulf Stream Asset Management LLC As Collateral Manager | |||
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| GULF STREAM-COMPASS CLO 2007 LTD | |||
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| By: Gulf Stream Asset Management LLC As Collateral Manager | |||
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| as a Lender | |||
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| By: | /s/ Barry Love | ||
|
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| Name: | Barry Love | ||
|
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| Title: | Chief Credit Officer | ||
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| HFR ED DISCOVERY MASTER TRUST as a Lender |
| JPMORGAN CHASE BANK, N.A. as a Lender and a Domestic L/C Issuer | |||
| By: | Brownstone Asset Management, LP, as |
|
| ||
|
| Trading Manager for HFR Ed Discovery |
| JPMORGAN CHASE BANK, N.A., | ||
|
| Master Trust |
| TORONTO BRANCH | ||
|
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|
| ||
| By: | /s/ David Zornitsky |
| By: | /s/ Stacey Haimes | |
| Name: | David Zornitsky |
| Name: | Stacey Haimes | |
| Title: | CFO |
| Title: | Executive Director | |
|
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|
| |||
| KATONAH III, LTD. |
| KATONAH IV, LTD. | |||
| By: Sankaty Advisors LLC as Sub-Advisors as a Lender |
| By: Sankaty Advisors, LLC as Sub-Advisors as a Lender | |||
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| |||
| By: | /s/ Jeffrey Hawkins |
| By: | /s/ Jeffrey Hawkins | |
| Name: | Jeffrey Hawkins |
| Name: | Jeffrey Hawkins | |
| Title: | Managing Director |
| Title: | Managing Director | |
|
| Chief Operating Officer |
|
| Chief Operating Officer | |
|
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|
| |||
| KS CAPITAL PARTNERS, L.P. as a Lender and a [Domestic][Canadian] L/C Issuer |
| KS INTERNATIONAL, INC. as a Lender and a [Domestic][Canadian] L/C Issuer | |||
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| |||
| By: | /s/ Michael Jenal |
| By: | /s/ Michael Jenal | |
| Name: | Michael Jenal |
| Name: | Michael Jenal | |
| Title: | CFO |
| Title: | CFO | |
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| |||
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| MALIBU CBNA Loan Funding LLC | |||
|
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| as a Lender | |||
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| |||
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| By: | /s/ Adam Kaiser | ||
|
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| Name: | Adam Kaiser | ||
|
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| Title: | Attorney-in-fact | ||
| LINCOLN S.A.R.L. – SOCIETE A RESPONSIBILITE LIMITEE as a Lender |
|
| |||
| By: | HIGHBRIDGE LEVERAGED LOAN |
|
| ||
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| PARTNERS MASTER FUND, LP. AS |
|
| ||
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| PORTFOLIO MANAGER |
|
| ||
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|
| |||
| By: | HIGHBRIDGE CAPITAL |
|
| ||
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| MANAGEMENT, LLC AS TRADING |
|
| ||
|
| MANAGER |
|
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| By: | /s/ |
|
| ||
| Name: |
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| Title: |
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| |||
| MIZUHO CORPORATE BANK, LTD. as a Lender |
| MORGAN STANLEY SENIOR FUNDING, INC. as a Lender | |||
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|
| |||
| By: | /s/ Leon Mo |
| By: | /s/ Su Yeo | |
| Name: | Leon Mo |
| Name: | Su Yeo | |
| Title: | Senior Vice President |
| Title: | Vice President | |
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| |||
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|
| |||
| NAVIGARE FUNDING I CLO LTD |
| NAVIGARE FUNDING II CLO LTD | |||
| By: Navigare Partners LLC |
| By: Navigare Partners LLC | |||
| its collateral manager, as a Lender |
| as collateral manager, as a Lender | |||
|
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|
| |||
| By: | /s/ Joel G. Serebransky |
| By: | /s/ Joel G. Serebransky | |
| Name: | Joel G. Serebransky |
| Name: | Joel G. Serebransky | |
| Title: | Managing Director |
| Title: | Managing Director | |
|
|
|
| |||
| NAVIGARE FUNDING III CLO LTD |
| NEWSTART FACTORS, INC. as a Lender and | |||
| By: Navigare Partners LLC |
| a [Domestic] [Canadian] L/C Issuer | |||
| as collateral manager, as a Lender |
|
| |||
|
|
| By: | /s/ James Bennett | ||
| By: | /s/ Joel G. Serebransky |
| Name: | James Bennett | |
| Name: | Joel G. Serebransky |
| Title: | President | |
| Title: | Managing Director |
|
| ||
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|
| |||
| PPM SHADOW CREEK FUNDING LLC as |
| PYRAMIS HIGH YIELD FUND, LLC, BY: | |||
| a Lender |
| PYRAMIS GLOBAL ADVISORS TRUST | |||
|
|
| COMPANY, AS INVESTMENT MANAGER | |||
| By: | /s/ Tara E. Kenny |
| UNDER POWER OF ATTORNEY as a | ||
| Name: | Tara E. Kenny |
| Lender | ||
| Title: | Assistant Vice President |
|
| ||
|
|
| By: | /s/ David Censorio | ||
|
|
| Name: | David Censorio | ||
|
|
| Title: | VP | ||
| RACE POINT IV CLO, LTD. |
| RIVERSOURCE LIFE INSURANCE | ||||
| By: | Sankaty Advisors, LLC |
| COMPANY as a Lender | |||
|
| as Collateral Manager |
|
| |||
| as a Lender |
| By: | /s/ Robin C. Stancil | |||
|
|
| Name: | Robin C. Stancil | |||
| By: | /s/ Jeffrey Hawkins |
| Title: | Assistant Vice President | ||
| Name: | Jeffrey Hawkins |
|
| |||
| Title: | Managing Director |
|
| |||
|
| Chief Operating Officer |
|
| |||
|
|
|
| ||||
| RIVERSOURCE STRATEGIC ALLOCATION SERIES, INC. – RIVERSOURCE STRATEGIC INCOME ALLOCATION FUND as a Lender |
| SANKATY ADVISORS, LLC as Collateral Manager for Castle Hill I – INGOTS, Ltd., as Term Lender as a Lender | ||||
|
|
| By: | /s/ Jeffrey Hawkins | |||
| By: | /s/ Robin C. Stancil |
| Name: | Jeffrey Hawkins | ||
| Name: | Robin C. Stancil |
| Title: | Managing Director | ||
| Title: | Assistant Vice President |
|
| Chief Operating Officer | ||
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|
| |||
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| ||||
| SANKATY ADVISORS, LLC as Collateral Manager for Castle Hill III CLO, Limited, as Term Lender as a Lender |
| SANKATY ADVISORS, LLC as Collateral Manager for Loan Funding XI LLC, As Term Lender as a Lender | ||||
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|
|
| ||||
| By: | /s/ Jeffrey Hawkins |
| By: | /s/ Jeffrey Hawkins | ||
| Name: | Jeffrey Hawkins |
| Name: | Jeffrey Hawkins | ||
| Title: | Managing Director |
| Title: | Managing Director | ||
|
| Chief Operating Officer |
|
| Chief Operating Officer | ||
|
|
|
| ||||
| SANKATY ADVISORS, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender as a Lender |
| SANKATY ADVISORS, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender as a Lender | ||||
|
|
|
| ||||
| By: | /s/ Jeffrey Hawkins |
| By: | /s/ Jeffrey Hawkins | ||
| Name: | Jeffrey Hawkins |
| Name: | Jeffrey Hawkins | ||
| Title: | Managing Director |
| Title: | Managing Director | ||
|
| Chief Operating Officer |
|
| Chief Operating Officer | ||
|
|
|
| ||||
| SENIOR DEBT PORTFOLIO |
| SERVES 2006-1, Ltd. | ||||
| By: | Boston Management and Research as |
|
| |||
|
| Investment Advisor as Lender |
| By: | /s/ Chris Kappas | ||
|
|
|
| PPM America, Inc., as Collateral Manager | |||
| By: | /s/ Michael B. Botthof |
|
| Chris Kappas | ||
| Name: | Michael B. Botthof |
|
| Managing Director | ||
| Title: | Vice President |
|
| |||
| SYMPHONY CLO IV |
| TRALEE CDO I, LTD., | ||||
| as a Lender |
| as a Lender | ||||
| By: Symphony Asset Management, LLC |
|
| ||||
|
|
| By: | /s/ Joseph Matteo | |||
| By: | /s/ James Kim |
| Name: | Joseph Matteo | ||
| Name: | James Kim |
| Title: | Authorized Signatory | ||
| Title: | Associate Portfolio Manager |
|
| |||
|
|
|
| ||||
| TRILOGY PORTFOLIO CO., LLC |
| WACHOVIA BANK, N.A. as a Lender | ||||
| as a Lender |
|
| ||||
|
|
| By: | /s/ C. Mark Hedrick | |||
| By: | /s/ Paul S. Greenberg |
| Name: | C. Mark Hedrick | ||
| Name: | Paul S. Greenberg |
| Title: | Managing Director | ||
| Title: | Principal |
|
| |||
|
|
|
| ||||
| ZOHAR III, LIMITED |
| EACH OF THE ACCOUNTS LISTED ON | ||||
| as a Lender |
| ANNEX A, INDIVIDUALLY, AND | ||||
| By: | Patriarch Partners XV, LLC, its Collateral |
| SEVERALLY NOT JOINTLY as a Lender: | |||
|
| Manager |
| · | WELLINGTON TRUST COMPANY, | ||
|
|
|
| NATIONAL ASSOCIATION | |||
| By: | /s/ Lynn Tilton |
|
| MULTIPLE COMMON TRUST | ||
| Name: | Lynn Tilton |
|
| INVESTMENT FUNDS TRUST, | ||
| Title: | Manager |
|
| OPPORTUNISTIC FIXED INCOME | ||
|
|
|
| ALLOCATION | |||
|
|
| · | HISCOX INSURANCE COMPANY | |||
|
|
|
| (BERMUDA) LTD. | |||
|
|
| · | HISCOX SYNDICATE 33 | |||
|
|
| · | WELLINGTON TRUST COMPANY, | |||
|
|
|
| NATIONAL ASSOCIATION | |||
|
|
|
| MULTIPLE COMMON TRUST FUNDS | |||
|
|
|
| TRUST, OPPORTUNISTIC | |||
|
|
|
| INVESTMENT PORTFOLIO | |||
|
|
|
| ||||
|
|
| By: | /s/ Robert J. Toner | |||
|
|
| Name: | Robert J. Toner | |||
|
|
| Title: | Vice President and Counsel | |||
