Sixth Amendment to Credit Agreement among Chattem, Inc., Subsidiaries, Lenders, and Bank of America, N.A.

Contract Categories: Business Finance › Credit Agreements
Summary

This amendment updates the terms of an existing credit agreement between Chattem, Inc., its domestic subsidiaries, several lenders, and Bank of America, N.A. as agent. The changes include new definitions, revised interest rate calculations, and updated conditions for additional borrowing and equity issuance. It also clarifies how financial restatements may affect interest and fee payments. The amendment is effective as of April 3, 2007, and is binding on all parties involved.

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EX-10.1 2 a5370494ex101.txt EXHIBIT 10.1 Exhibit 10.1 SIXTH AMENDMENT TO CREDIT AGREEMENT THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of April 3, 2007, is by and among CHATTEM, INC., a Tennessee corporation (the "Borrower"), each of the Borrower's Domestic Subsidiaries (individually a "Guarantor" and collectively with the Borrower, the "Credit Parties"), the Persons identified as lenders on the signature pages hereto (the "Lenders") and BANK OF AMERICA, N.A., as agent for the Lenders (in such capacity, the "Agent"). W I T N E S S E T H WHEREAS, the Credit Parties, the Lenders, and the Agent are parties to that certain Credit Agreement dated as of February 26, 2004 (as amended from time to time, the "Credit Agreement"); WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement; and WHEREAS, the Lenders have agreed to amend the Credit Agreement on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: PART I DEFINITIONS Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Credit Agreement. PART II AMENDMENTS TO CREDIT AGREEMENT SUBPART 2.1 The following definitions are hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order to read as follows: (a) "Additional Indebtedness" means the unsecured Indebtedness of the Borrower (a) the principal of which by its terms is not required to be repaid, in whole or in part, before six months after the Term Loan Maturity Date, and (b) which is issued pursuant to credit documents having covenants and events of default that are no more restrictive than the covenants and events of default contained in the Credit Documents. (b) "Sixth Amendment Effective Date" means April 3, 2007. SUBPART 2.2 The pricing grid in the definition of "Applicable Percentage" in Section 1.1 of the Credit Agreement is hereby amended to read as follows:
============= ==================== ===================== ================ ================== Applicable Percentage For Applicable Eurodollar Loans Percentage For Applicable Pricing Leverage and Letter of Base Rate Percentage for Level Ratio Credit Fee Loans Unused Fees - ------------- -------------------- --------------------- ---------------- ------------------ I <1.50 to 1.0 0.875% 0.000% 0.200% - - ------------- -------------------- --------------------- ---------------- ------------------ ii >1.50 to 1.0 but < 1.000% 0.000% 0.250% - 2.50 to 1.0 - ------------- -------------------- --------------------- ---------------- ------------------ iii > 2.50 to 1.0 1.250% 0.000% 0.300% but < 3.50 to 1.0 - - ------------- -------------------- --------------------- ---------------- ------------------ iv > 3.50 to 1.0 1.500% 0.000% 0.350% ============= ==================== ===================== ================ ==================
SUBPART 2.3 The following three sentences are hereby added at the end of the definition of "Applicable Percentage" in Section 1.1 of the Credit Agreement to read as follows: For the avoidance of doubt, the Applicable Percentage in effect from the Fifth Amendment Effective Date until the Sixth Amendment Effective Date was determined in accordance with Pricing Level V in the definition of "Applicable Percentage" in effect prior to the Sixth Amendment Effective Date. The Applicable Percentage in effect from the Sixth Amendment Effective Date through the first Business Day immediately following the date the officer's certificate is delivered pursuant to Section 7.1(c)(i) for the fiscal quarter ending May 31, 2007 shall be determined based upon Pricing Level IV. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Percentage for any period shall be subject to the provisions of Section 3.6(c). SUBPART 2.4 The following new clause (v) is hereby added to the definition of "Change of Control" in Section 1.1 of the Credit Agreement to read as follows: (v) the occurrence of a "Change of Control" (or any comparable term) under, and as defined in, the documentation governing any Additional Indebtedness. SUBPART 2.5 The definition of "Equity Issuance" in Section 1.1 of the Credit Agreement is hereby amended to read as follows: "Equity Issuance" means any issuance by the Borrower to any Person of shares of its Capital Stock, other than (a) any issuance of any shares of its Capital Stock pursuant to the exercise of options or warrants, (b) any shares of its Capital Stock pursuant to the conversion of any debt securities (including the Convertible Notes and any Additional Indebtedness) to equity and (c) any issuance by the Borrower of shares of its Capital Stock to employees and directors pursuant to employees or directors stock plans. SUBPART 2.6 The definition of "Pro Forma Basis" in Section 1.1 of the Credit Agreement is hereby amended to read as follows: "Pro Forma Basis" means, in connection with any Permitted Acquisition, any Asset Disposition (including any contemporaneous pro forma application of the net proceeds therefrom), any Restricted Payment permitted by Section 8.7, any repayment of the principal amount of the Convertible Notes or any Additional Indebtedness permitted by Section 8.10, any prepayment of Subordinated Debt pursuant to Section 8.11 or any incurrence of Additional Indebtedness, that such transaction shall be deemed to have occurred on the first day of the twelve month period ending on the last day of the Borrower's most recently completed fiscal quarter for which the Borrower has delivered the officer's certificate pursuant to Section 7.1(c). SUBPART 2.7 The following new subsection (c) is hereby added to Section 3.6 of the Credit Agreement to read as follows: (c) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Agent for the account of the applicable Lenders, promptly on demand by the Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the Issuing Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Agent, any Lender or the Issuing Lender, as the case may be, under Section 2.2(c)(iii), 3.4(b) or 3.1 or under Section 9. The Borrower's obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Credit Party Obligations hereunder. SUBPART 2.8 Section 8.1(i) of the Credit Agreement is hereby amended to read as follows: (i)(a) Indebtedness of the Borrower under the Convertible Notes in an aggregate principal amount not to exceed $125,000,000, (b) Additional Indebtedness of the Borrower incurred prior to the delivery of the financial statements required by Section 7.1(b) for the fiscal period ending May 31, 2007 in an aggregate principal amount not to exceed $100,000,000; provided, that no Default or Event of Default exists immediately before or after giving effect to the incurrence of any such Additional Indebtedness and (c) Additional Indebtedness of the Borrower incurred after the delivery of the financial statements required by Section 7.1(b) for the fiscal period ending May 31, 2007; provided, that (I) no Default or Event of Default exists immediately before or after giving effect to the incurrence of any such Additional Indebtedness and (II) the Borrower shall have provided the Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to the incurrence of any such Additional Indebtedness pursuant to this clause (c) on a Pro Forma Basis, the Credit Parties and their Subsidiaries are in compliance with all the financial covenants set forth in Section 7.12; and SUBPART 2.9 Subclause (c) of Section 8.10 of the Credit Agreement is hereby amended to read as follows: (c) make any repayment in cash for the Convertible Notes or any Additional Indebtedness (or otherwise make any payment on the principal of any Convertible Notes or any Additional Indebtedness) unless (i) prior to any such repayment, the Borrower has Sufficient Liquidity (as defined below), (ii) prior to any such repayment, the Borrower shall deliver to the Agent a Pro Forma Compliance Certificate demonstrating that after giving effect to any such payment on a Pro Forma Basis, the Credit Parties and their Subsidiaries would have been in compliance with all the financial covenants set forth in Section 7.12 and (ii) before and after giving effect to any such repayment, no Default or Event of Default shall have occurred and be continuing. SUBPART 2.10 The last paragraph of Section 8.10 of the Credit Agreement is hereby amended to read as follows: For purposes hereof, "Sufficient Liquidity" means cash and Cash Equivalents (including, without limitation, availability under the Revolving Committed Amount) in an aggregate amount equal to 125% of the sum of the principal amount of the Convertible Notes or Additional Indebtedness contemplated to be paid by the Borrower in cash. SUBPART 2.11 Subsection (n) of Section 9.1 of the Credit Agreement is hereby amended to read as follows: (n) Convertible Notes. There shall occur an "Event of Default" (or any comparable term) under, and as defined in, (i) the Convertible Indenture and/or (ii) any documentation governing any Additional Indebtedness. PART III CONDITIONS TO EFFECTIVENESS This Amendment shall be and become effective upon satisfaction of the following conditions precedent: (a) Receipt by the Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors, the Required Lenders, each Lender with a Revolving Commitment and the Agent; and (b) Receipt by the Agent for the account of each Lender who consents to this Amendment an amendment fee of 5 basis points on the aggregate amount of each such Lender's (i) Revolving Commitment and (ii) portion of the Term Loan outstanding. PART IV MISCELLANEOUS SUBPART 4.1 Representations and Warranties. Each Credit Party hereby represents and warrants to the Agent and the Lenders that (a) no Default or Event of Default exists on and as of the date hereof, (b) each Credit Party has the requisite corporate power and authority to execute, deliver and perform this Amendment and (c) the representations and warranties set forth in Section 6 of the Credit Agreement are true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date). Each Credit Party acknowledges and confirms that the Borrower's obligations to repay the outstanding principal amount of the Loans are unconditional and not subject to any offsets, defenses or counterclaims. SUBPART 4.2 Acknowledgment. Each Guarantor hereby acknowledges and consents to all of the terms and conditions of this Amendment and agrees that this Amendment does not operate to reduce or discharge the Guarantors' obligations under the Credit Agreement or the other Credit Documents. SUBPART 4.3 Cross-References. References in this Amendment to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Amendment. SUBPART 4.4 Credit Document. This Amendment shall constitute a Credit Document under the terms of the Credit Agreement. SUBPART 4.5 References in Other Credit Documents. All references to the Credit Agreement in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms. SUBPART 4.6 Counterparts/Telecopy. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of executed counterparts of this Amendment by telecopy shall be effective as an original and shall constitute a representation that an original shall be delivered. SUBPART 4.7 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. SUBPART 4.8 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. [remainder of page intentionally left blank] IN WITNESS WHEREOF the Borrower, the Guarantors and the Lenders have caused this Amendment to be duly executed on the date first above written. BORROWER: CHATTEM, INC., a Tennessee corporation By: /s/ Robert E. Bosworth ---------------------------------------------- Name: Robert E. Bosworth Title: President and Chief Operating Officer GUARANTORS: SIGNAL INVESTMENT & MANAGEMENT CO., a Delaware corporation By: /s/ Robert E. Bosworth ---------------------------------------------- Name: Robert E. Bosworth Title: President SUNDEX, LLC, a Tennessee limited liability company By: /s/ Robert E. Bosworth ---------------------------------------------- Name: Robert E. Bosworth Title: President CHATTEM (CANADA) HOLDINGS, INC., a Delaware corporation By: /s/ Robert E. Bosworth ---------------------------------------------- Name: Robert E. Bosworth Title: President AGENT: BANK OF AMERICA, N.A., in its capacity as Agent By: /s/ Kristine Thennes ---------------------------------------------- Name: Kristine Thennes Title: Vice President LENDERS: BANK OF AMERICA, N.A., in its capacity as a Lender By: /s/ John M. Hall ---------------------------------------------- Name: John M. Hall Title: Senior Vice President SUNTRUST BANK By: /s/ Kap Yarbrough ---------------------------------------------- Name: Kap Yarbrough Title: Vice President BRANCH BANKING AND TRUST COMPANY By: /s/ R. Andrew Beam ---------------------------------------------- Name: R. Andrew Beam Title: Senior Vice President NATIONAL CITY BANK By: /s/ Kevin L. Anderson ---------------------------------------------- Name: Kevin L. Anderson Title: Senior Vice President WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ Susan T. Gallagher ---------------------------------------------- Name: Susan T. Gallagher Title: Vice President 280 FUNDING I By: /s/ Matthew Quigley ---------------------------------------------- Name: Matthew Quigley Title: Authorized Signatory ACA CLO 2007 - 1, LIMITED By: ACA Management, LLC, as Investment Advisor By: /s/ Vincent Ingato ---------------------------------------------- Name: Vincent Ingato Title: Managing Director AIB DEBT MANAGEMENT, LIMITED By: /s/ Joseph Augustini ---------------------------------------------- Name: Joseph Augustini Title: Senior Vice President Investment Advisor to AIB Debt Management, Limited By: /s/ Gregory J. Wiske ---------------------------------------------- Name: Gregory J. Wiske Title: Senior Vice President, Investment Advisor to AIB Debt Management, Limited AIM FLOATING RATE FUND By: INVESCO Senior Secured Management, Inc., as Sub-Advisor By: /s/ Thomas Ewald ---------------------------------------------- Name: Thomas Ewald Title: Authorized Signatory ALLSTATE LIFE INSURANCE COMPANY By: /s/ Chris Goergen ---------------------------------------------- Name: Chris Goergen Title: Authorized Signatory By: /s/ Breeze Ferrell ---------------------------------------------- Name: Breeze Ferrell Title: Authorized Signatory ALZETTE EUROPEAN CLO S.A. By: INVESCO Senior Secured Management, Inc., as Collateral Manager By: /s/ Thomas Ewald ---------------------------------------------- Name: Thomas Ewald Title: Authorized Signatory ARCHIMEDES FUNDING IV (CAYMAN), LTD. By: West Gate Horizons Advisors LLC, as Collateral Manager By: /s/ Cheryl Wasilewski ---------------------------------------------- Name: Cheryl Wasilewski Title: Senior Credit Analyst ARES LEVERAGED FINANCE GENERAL I By: Ares CLO Management XI, L.P. By: Ares CLO GP XI, Its: General Partner By: Ares Management LLC Its: Manager By: /s/ Seth J. Brufsky ---------------------------------------------- Name: Seth J. Brufsky Title: Vice President ARES IIIR/IVR CLO LTD. By: Ares CLO Management III/IVR, L.P. Investment Advisor By: Ares CLO GP IIIR/IVR, LLC Its: Managing Member By: /s/ Seth J. Brufsky ---------------------------------------------- Name: Seth J. Brufsky Title: Vice President CONFLUENT 2 LIMITED By: Ares Private Account Management I, L.P., as Sub-Manager By: Ares Private Account Management I GP, LLC, as General Partner By: Ares Management LLC as Manager By: /s/ Seth J. Brufsky ---------------------------------------------- Name: Seth J. Brufsky Title: Vice President ATLAS LOAN FUNDING (CENT I) LLC By: RiverSource Investments, LLC, Attorney in Fact By: /s/ Traci D. Garcia ---------------------------------------------- Name: Traci D. Garcia Title: Sr. Business Analyst ATLAS LOAN FUNDING (HARTFORD) LLC By: Atlas Capital Funding, Ltd. By: Structured Asset Investors, LLC, Its: Investment Manager By: /s/ Diana M. Himes ---------------------------------------------- Name: Diana M. Himes Title: Vice President ATLAS LOAN FUNDING (NAVIGATOR) LLC By: Atlas Capital Funding, Ltd. By: Structured Asset Investors, LLC, Its: Investment Manager By: /s/ Diana M. Himes ---------------------------------------------- Name: Diana M. Himes Title: Vice President ATRIUM V By: /s/ Linda R. Karn ---------------------------------------------- Name: Linda R. Karn Title: Authorized Signatory AVALON CAPITAL LTD. 3 By: INVESCO Senior Secured Management, Inc., as Asset Manager By: /s/ Thomas Ewald ---------------------------------------------- Name: Thomas Ewald Title: Authorized Signatory AVENUE CLO V, LTD. By: /s/ Richard D'addario ---------------------------------------------- Name: Richard D'addario Title: Senior Portfolio Manager BALLYROCK CLO 2006-1 LTD By: BALLYROK Investment Advisors LLC, as Collateral Manager By: /s/ Lisa Rymut ---------------------------------------------- Name: Lisa Rymut Title: Assistant Treasurer BALLYROCK CLO II LIMITED By: BALLYROK Investment Advisors LLC, as Collateral Manager By: /s/ Lisa Rymut ---------------------------------------------- Name: Lisa Rymut Title: Assistant Treasurer BANK OF AMERICA, N.A. By: /s/ Michael S. Roof ---------------------------------------------- Name: Michael S. Roof Title: Vice President BEAR STEARNS LOAN TRUST By: Bear Stearns Asset Management, Inc., as its attorney-in-fact By: /s/ Niell Rosenzweig ---------------------------------------------- Name: Niell Rosenzweig Title: Managing Director BELHURST CLO LTD. By: INVESCO Senior Secured Management, Inc., as Collateral Manager By: /s/ Thomas Ewald ---------------------------------------------- Name: Thomas Ewald Title: Authorized Signatory BLACK ROCK SENIOR INCOME SERIES BLACK ROCK SENIOR INCOME SERIES II BLACKROCK SENIOR INCOME SERIES IV LONGHORN CDO III, LTD MAGNETITE V CLO, LIMITED By: /s/ Tony Heyman ---------------------------------------------- Name: Tony Heyman Title: Authorized Signatory BLF WAREHOUSE I, LTD. By: Octagon Credit Investors, LLC, as Collateral Manager By: /s/ Andrew D. Gordon ---------------------------------------------- Name: Andrew D. Gordon Title: Senior Portfolio Manager CASTLE GARDEN FUNDING By: /s/ Linda R. Karn ---------------------------------------------- Name: Linda R. Karn Title: Authorized Signatory CENT CDO 12 LIMITED By: RiverSource Investments, LLC, as Collateral Manager By: /s/ Traci D. Garcia ---------------------------------------------- Name: Traci D. Garcia Title: Sr. Business Analyst CENT CDO 14 LIMITED By: RiverSource Investments, LLC, as Collateral Manager By: /s/ Traci D. Garcia ---------------------------------------------- Name: Traci D. Garcia Title: Sr. Business Analyst CENTURION CDO III, LIMITED By: RiverSource Investments, LLC, as Collateral Manager By: /s/ Traci D. Garcia ---------------------------------------------- Name: Traci D. Garcia Title: Sr. Business Analyst CHAMPLAIN CLO, LTD. By: INVESCO Senior Secured Management, Inc., as Collateral Manager By: /s/ Thomas Ewald ---------------------------------------------- Name: Thomas Ewald Title: Authorized Signatory CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc., as Investment Advisor By: /s/ Thomas Ewald ---------------------------------------------- Name: Thomas Ewald Title: Authorized Signatory CHATHAM LIGHT III CLO, LTD By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Alan K. Halfenger ---------------------------------------------- Name: Alan K. Halfenger Title: Chief Compliance Officer and Assistant CIFC FUNDING 2006-II, LTD. CIFC FUNDING 2007-I, LTD By: /s/ Nga Tran ---------------------------------------------- Name: Nga Tran Title: Head of Underwriting CONFLUENT 3 LIMITED By: Morgan Stanley Investment Management, Inc. as Investment Manager By: /s/ Jinny Kim ---------------------------------------------- Name: Jinny Kim Title: Executive Director DIVERSIFIED CREDIT PORTFOLIO LTD. By: INVESCO Senior Secured Management, Inc., as Investment Advisor By: /s/ Thomas Ewald ---------------------------------------------- Name: Thomas Ewald Title: Authorized Signatory EATON VANCE CDO VIII, LTD. By: Eaton Vance Management, as Investment Advisor By: /s/ Scott N. Page ---------------------------------------------- Name: Scott N. Page Title: Vice President EATON VANCE CDO XI, LTD By: Eaton Vance Management, as Investment Advisor By: /s/ Scott N. Page ---------------------------------------------- Name: Scott N. Page Title: Vice President EATON VANCE INSTITUTIONAL SENIOR LOAN FUND By: Eaton Vance Management, as Investment Advisor By: /s/ Scott N. Page ---------------------------------------------- Name: Scott N. Page Title: Vice President EATON VANCE VARIABLE LEVERAGE FUND, LTD. By: Eaton Vance Management, as Investment Advisor By: /s/ Scott N. Page ---------------------------------------------- Name: Scott N. Page Title: Vice President EATON VANCE FLOATING-RATE INCOME FUND By: Eaton Vance Management, as Investment Advisor By: /s/ Scott N. Page ---------------------------------------------- Name: Scott N. Page Title: Vice President FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND By: /s/ Peter L. Lydecker ---------------------------------------------- Name: Peter L. Lydecker Title: Assistant Treasurer FRANKLIN CLO IV, LIMITED By: /s/ David Ardini ---------------------------------------------- Name: David Ardini Title: Vice President FRANKLIN FLOATING RATE DAILY ACCESS FUND By: /s/ Madeline Lam ---------------------------------------------- Name: Madeline Lam Title: Asst. Vice President FRANKLIN FLOATING RATE MASTER SERIES By: /s/ Madeline Lam ---------------------------------------------- Name: Madeline Lam Title: Asst. Vice President GALAXY VI CLO, LTD By: AIG Global Investment Corp., its Collateral Manager By: /s/ Steven S. Oh ---------------------------------------------- Name: Steven S. Oh Title: Managing Director GALAXY IX CLO, LTD By: AIG Global Investment Corp., its Collateral Manager By: /s/ Steven S. Oh ---------------------------------------------- Name: Steven S. Oh Title: Managing Director GALE FORCE 3 CLO, LTD. By: GSO Capital Partners LP, as Collateral Manager By: /s/ Melissa Marano ---------------------------------------------- Name: Melissa Marano Title: Authorized Signatory GALLATIN CLO III 2007-1, LTD. By: Bear Stearns Asset Management Inc., as its Collateral Manager By: /s/ Jonathan Berg ---------------------------------------------- Name: Jonathan Berg Title: Associate Director GANNETT PEAK CLO I, LTD. By: McDonnell Investment Management, LLC, as Investment Manager By: /s/ Kathleen A. Zarn ---------------------------------------------- Name: Kathleen A. Zarn Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Alison P. Trapp ---------------------------------------------- Name: Alison P. Trapp Title: Duly Authorized Signatory GENERAL ELECTRIC PENSION TRUST By: GE Asset Management Inc., as Collateral Manager By: /s/ John Campos ---------------------------------------------- Name: John Campos Title: Authorized Signatory GMAM GROUP PENSION TRUST I By: State Street Bank & Trust Company as Trust for GMAM Group Pension Trust I By: /s/ Name Illegible ---------------------------------------------- Name: Name Illegible Title: Assistant Vice President GRAND CENTRAL ASSET TRUST, PFV SERIES By: /s/ Jason Muelver ---------------------------------------------- Name: Jason Muelver Title: Attorney-in-fact GSC PARTNERS CDO FUND IX, LIMITED By: GSCP (NJ), L.P., as Collateral Manager By: /s/ Tom Inglesby ---------------------------------------------- Name: Tom Inglesby Title: Authorized Signatory GSC PARTNERS CDO FUND VIII, LIMITED By: GSCP (NJ), L.P., as Collateral Manager By: /s/ Tom Inglesby Name: Tom Inglesby ---------------------------------------------- Title: Authorized Signatory GSO DOMESTIC CAPITAL FUNDING By: GSO Capital Partners LP, as Collateral Manager By: /s/ Matthew Quigley ---------------------------------------------- Name: Matthew Quigley Title: Authorized Signatory GULF STREAM-NAVIGATOR LOAN FUND 2006 SEGREGATE By: Gulf Stream Asset Management, LLC, as Collateral Manager By: /s/ Mark D. Abraham ---------------------------------------------- Name: Mark D. Abraham Title: Trader GULF STREAM-RASHINBAN CLO 2006-1LTD By: Gulf Stream Asset Management, LLC, as Collateral Manager By: /s/ Mark D. Abraham ---------------------------------------------- Name: Mark D. Abraham Title: Trader IKB CAPITAL CORPORATION By: /s/ David Snyder ---------------------------------------------- Name: David Snyder Title: President HALCYON LOAN INVESTORS CLO II, LTD. By: /s/ Aaron Goldberg ---------------------------------------------- Name: Aaron Goldberg Title: Chief Financial Officer HALCYON STRUCTURED ASSET MANAGEMENT CLO I LTD. By: /s/ Aaron Goldberg ---------------------------------------------- Name: Aaron Goldberg Title: Chief Financial Officer HAMLET II, LTD. By: Octagon Credit Investors, LLC, as Portfolio Manager By: /s/ Andrew D. Gordon ---------------------------------------------- Name: Andrew D. Gordon Title: Senior Portfolio Manager HARBOUR TOWN FUNDING LLC By: /s/ M. Cristina Higgins ---------------------------------------------- Name: M. Cristina Higgins Title: Assistant Vice President THE HARTFORD MUTUAL FUNDS, INC., on behalf of the Hartford Floating Rate Fund by Hartford Investment Management Company, its sub-advisor, as a lender By: /s/ Michael A. Pineau ---------------------------------------------- Name: Michael A. Pineau Title: Vice President HEWETT'S ISLAND CLO V, LTD. By: CypressTree Investment Management Company, as Portfolio Manager By: /s/ Robert Weeden Name: Robert Weeden Title: Managing Director HORSESHOE BEND SPIRET LOAN TRUST By: /s/ Rachel L. Simpson ---------------------------------------------- Name: Rachel L. Simpson Title: Sr. Financial Services Officer KATONAH V, LTD. By: INVESCO Senior Secured Management, Inc., as Investment Manager By: /s/ Thomas Ewald ---------------------------------------------- Name: Thomas Ewald Title: Authorized Signatory KINGSLAND III, LTD. By: Kingsland Capital Management, LLC, as Manager By: /s/ Vincent Sino ---------------------------------------------- Name: Vincent Sino Title: Manager KINGSLAND IV, LTD. By: Kingsland Capital Management, LLC, as Manager By: /s/ Vincent Sino ---------------------------------------------- Name: Vincent Sino Title: Manager KZH SOLEIL-2 LLC By: /s/ Dorian Herrera ---------------------------------------------- Name: Dorian Herrera Title: Authorized Agent LA FUNDING LLC By: /s/ M. Cristina Higgins ---------------------------------------------- Name: M. Cristina Higgins Title: Assistant Vice President LCM V LTD. By: Lyon Capital Management LLC, as Collateral Manager By: /s/ Sophie A. Venon ---------------------------------------------- Name: Sophie A. Venon Title: Portfolio Manager LCM VI LTD. By: Lyon Capital Management LLC, as Attorney-in-Fact By: /s/ Sophie A. Venon ---------------------------------------------- Name: Sophie A. Venon Title: Portfolio Manager LCM VII LTD. By: Lyon Capital Management LLC, as Attorney-in-Fact By: /s/ Sophie A. Venon ---------------------------------------------- Name: Sophie A. Venon Title: Portfolio Manager LIGHTPOINT CLO III LIGHTPOINT CLO IV MARQUETTE US/EUROPEAN CLO P.L.C. By: /s/ Colin Donlan ---------------------------------------------- Name: Colin Donlan Title: Director LIMEROCK CLO I By: INVESCO Senior Secured Management, Inc., as Manager By: /s/ Thomas Ewald ---------------------------------------------- Name: Thomas Ewald Title: Authorized Signatory LOAN FUNDING IX LLC, for itself or as agent for Corporate Loan Fund By: INVESCO Senior Secured Management, Inc., as Portfolio Manager By: /s/ Thomas Ewald ---------------------------------------------- Name: Thomas Ewald Title: Authorized Signatory MADISON PARK FUNDING II, LTD. By: /s/ Linda R. Karn ---------------------------------------------- Name: Linda R. Karn Title: Authorized Signatory MORGAN STANLEY PRIME INCOME TRUST By: /s/ Jinny Kim ---------------------------------------------- Name: Jinny Kim Title: Executive Director MOSELLE CLO S.A. By: INVESCO Senior Secured Management, Inc., as Collateral Manager By: /s/ Thomas Ewald ---------------------------------------------- Name: Thomas Ewald Title: Authorized Signatory MOUNTAIN VIEW CLO II, LTD. By: Seix Advisors, a fixed income division of Trusco Capital Management, Inc., as Collateral Manager By: /s/ George Goudelias ---------------------------------------------- Name: George Goudelias Title: PM, Seix Advisor MSIM CRORON, LTD. By: Morgan Stanley Investment Management, Inc. as Collateral Manager By: /s/ Jinny Kim ---------------------------------------------- Name: Jinny Kim Title: Executive Director MSIM PECONIC BAY, LTD. By: Morgan Stanley Investment Management, Inc. as Interim Collateral Manager By: /s/ Jinny Kim ---------------------------------------------- Name: Jinny Kim Title: Executive Director NAUTIQUE FUNDING II LTD. By: INVESCO Senior Secured Management, Inc, as Collateral Manager By: /s/ Thomas Ewald ---------------------------------------------- Name: Thomas Ewald Title: Authorized Signatory NAUTIQUE FUNDING LTD. By: INVESCO Senior Secured Management, Inc, as Collateral Manager By: /s/ Thomas Ewald ---------------------------------------------- Name: Thomas Ewald Title: Authorized Signatory NYLM FLATIRON CLO 2006-1 LTD. By: New York Life Investment Management LLC, as Collateral Manager and Attorney-in-Fact By: /s/ F. Berthelet ---------------------------------------------- Name: F. Berthelet Title: Director MAINSTAY VP FLOATING RATE PORTFOLIO, a Series of Mainstay VP Series Fund, Inc. By: New York Life Investment Management LLC By: /s/ F. Berthelet ---------------------------------------------- Name: F. Berthelet Title: Director MAINSTAY FLOATING RATE FUND, a Series of Eclipse Funds, Inc. By: New York Life Investment Management LLC By: /s/ F. Berthelet ---------------------------------------------- Name: F. Berthelet Title: Director OCEAN TRAILS CLO II By: West Gate Horizons Advisors LLC, as Manage By: /s/ Cheryl Wasilewski ---------------------------------------------- Name: Cheryl Wasilewski Title: Senior Credit Analyst OCTAGON INVESTMENT PARTNERS XI, LTD. By: Octagon Credit Investors, LLC, as Collateral Manager By: /s/ Andrew D. Gordon ---------------------------------------------- Name: Andrew D. Gordon Title: Senior Portfolio Manager OSP FUNDING LLC By: /s/ M. Cristina Higgins ---------------------------------------------- Name: M. Cristina Higgins Title: Assistant Vice President PETRUSSE EUROPEAN CLO S.A. By: INVESCO Senior Secured Management, Inc, as Collateral Manager By: /s/ Thomas Ewald ---------------------------------------------- Name: Thomas Ewald Title: Authorized Signatory PPM GRAYHAWK CLO, LTD. By: PPM America, Inc., as Collateral Manager By: /s/ David C. Wagner ---------------------------------------------- Name: David C. Wagner Title: Managing Director PPM SHADOW CREEK FUNDING LLC By: /s/ M. Cristina Higgins ---------------------------------------------- Name: M. Cristina Higgins Title: Assistant Vice President QUALCOMM GLOBAL TRADING, INC. By: Morgan Stanley Investment Management, Inc. as Investment Manager By: /s/ Jinny Kim ---------------------------------------------- Name: Jinny Kim Title: Executive Director RACE POINT IV CLO, LTD By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ Alan K. Halfenger ---------------------------------------------- Name: Alan K. Halfenger Title: Chief Compliance Officer and Assistant Secretary REGATTA II FUNDING LTD. By: Citigroup Alternative Investments LLC, Attorney-in-Fact By: /s/ Melanie Hanlon ---------------------------------------------- Name: Melanie Hanlon Title: Director RIVERSOURCE BOND SERIES, INC. - RIVERSOURCE FLOATING RATE FUND By: /s/ Yvonne E. Stevens ---------------------------------------------- Name: Yvonne E. Stevens Title: Assistant Vice President SANKATY ADVISORS, LLC, as Collateral Manager for Race Point CLO, Limited, as Term Lender By: /s/ Alan K. Halfenger ---------------------------------------------- Name: Alan K. Halfenger Title: Chief Compliance Officer and Assistant Secretary REGATTA FUNDING LTD. By: Citigroup Alternative Investments LLC, Attorney-in-Fact By: /s/ Melanie Hanlon ---------------------------------------------- Name: Melanie Hanlon Title: Director SAGAMORE CLO LTD. By: INVESCO Senior Secured Management, Inc., as Collateral Manager By: /s/ Thomas Ewald ---------------------------------------------- Name: Thomas Ewald Title: Authorized Signatory SANKATY HIGH YIELD PARTNERS, II, L.P. By: /s/ Alan K. Halfenger ---------------------------------------------- Name: Alan K. Halfenger Title: Chief Compliance Officer and Assistant SARATOGA CLO I, LIMITED By: INVESCO Senior Secured Management, Inc., as the Asset Manager By: /s/ Thomas Ewald ---------------------------------------------- Name: Thomas Ewald Title: Authorized Signatory SENIOR DEBT PORTFOLIO By: Boston Management and Research, as Investment Advisor By: /s/ Scott N. Page ---------------------------------------------- Name: Scott N. Page Title: Vice President SEQUILS-CENTURION V, LTD. By: RiverSource Investments, LLC, as Collateral Manager By: /s/ Traci Dawn Garcia ---------------------------------------------- Name: Traci D. Garcia Title: Sr. Business Analyst STANFIELD DAYTONA CLO, LTD. By: Stanfield Capital Partners, LLC, as its Collateral Manager By: /s/ Christopher E. Jansen ---------------------------------------------- Name: Christopher E. Jansen Title: Managing Partner STANFIELD MCLAREN CLO, LTD. By: Stanfield Capital Partners, LLC, as its Collateral Manager By: /s/ Christopher E. Jansen ---------------------------------------------- Name: Christopher E. Jansen Title: Managing Partner STANFIELD QUATTRO CLO, LTD. By: Stanfield Capital Partners, LLC, as its Collateral Manager By: /s/ Christopher E. Jansen ---------------------------------------------- Name: Christopher E. Jansen Title: Managing Partner SUNLIFE ASSURANCE COMPANY OF CANADA (US) By: GSO Capital Partners LP, as Sub-Advisor By: /s/ Melissa Marano ---------------------------------------------- Name: Melissa Marano Title: Authorized Signatory SYMPHONY CLO II By: Symphony Asset Management LLC By: /s/ Lenny Mason ---------------------------------------------- Name: Lenny Mason Title: Portfolio Manager SYMPHONY CLO III By: Symphony Asset Management LLC By: /s/ Lenny Mason ---------------------------------------------- Name: Lenny Mason Title: Portfolio Manager TAVITIAN FOUNDATION, INC. By: Shenkman Capital Management, Inc., as Investment Manager By: /s/ Richard H. Weinstein ---------------------------------------------- Name: Richard H. Weinstein Title: Executive Vice President UNUM LIFE INSURANCE COMPANY OF AMERICA By: /s/ Ben S. Miller ---------------------------------------------- Name: Ben S. Miller Title: Vice President VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Asset Management By: /s/ Robert P. Drobny ---------------------------------------------- Name: Robert P. Drobny Title: Vice President VAN KAMPEN SENIOR LOAN FUND By: Van Kampen Asset Management By: /s/ Robert P. Drobny ---------------------------------------------- Name: Robert P. Drobny Title: Vice President VENTURE VII CDO LIMITED By: MIX Asset Management LLC, its investment advisor By: /s/ Hans L. Christensen ---------------------------------------------- Name: Hans L. Christensen Title: Chief Investment Officer VENTURE VIII WAREHOUSE By: /s/ Hans L. Christensen ---------------------------------------------- Name: Hans L. Christensen Title: Chief Investment Officer WASATCH CLO LTD. By: INVESCO Senior Secured Management, Inc., as Portfolio Manager By: /s/ Thomas Ewald ---------------------------------------------- Name: Thomas Ewald Title: Authorized Signatory WB LOAN FUNDING 8, LLC By: /s/ Diana M. Himes ---------------------------------------------- Name: Diane M. Himes Title: Vice President XL RE EUROPE LIMITED By: Stanfield Capital Partners, LLC, as its Collateral Manager By: /s/ Christopher E. Jansen ---------------------------------------------- Name: Christopher E. Jansen Title: Managing Partner