AMENDMENT NO. 1 TO CREDIT AGREEMENT
Exhibit 10.1
AMENDMENT NO. 1
TO
CREDIT AGREEMENT
This Amendment No. 1, dated as of October 26, 2012 (this “Amendment”) is entered into among SPIRIT AEROSYSTEMS, INC., a Delaware corporation (the “Borrower”); SPIRIT AEROSYSTEMS HOLDINGS, INC., a Delaware corporation (the “Parent Guarantor”); each of the other Guarantors party hereto; BANK OF AMERICA, N.A., as Administrative Agent, and the Lenders party hereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Borrower, the Parent Guarantor and the other Guarantors identified therein, the Lenders and Bank of America, N.A., as Administrative Agent are parties to that certain Credit Agreement dated as of April 18, 2012 (as amended, modified, extended, restated or otherwise supplemented from time to time, the “Credit Agreement”);
WHEREAS, the Borrower has requested the Lenders to amend Section 2.05(b)(iii) of the Credit Agreement and the financial covenants set forth in Section 8.12 of the Credit Agreement, and the Lenders (by action of the Requisite Lenders) have agreed to such amendment;
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:
Section 1. Amendment
1.1 Section 2.05 of the Credit Agreement is hereby amended by inserting immediately after first reference to “one year” set forth in clause (b)(iii) thereof the text “(except with respect to Net Proceeds of insurance recoveries in connection with damage to the Borrower’s Wichita facilities resulting from the tornado on April 14, 2012, in which case such Net Proceeds shall be so used within two years)” and inserting immediately after the second reference to “one year” set forth in clause (b)(iii) thereof the text “(or two years, with respect to Net Proceeds of insurance recoveries in connection with damage to the Borrower’s Wichita facilities resulting from the tornado on April 14, 2012)”.
1.2 Section 8.12 of the Credit Agreement is hereby amended to read as follows:
8.12 Financial Covenants.
(a) The Borrower will not permit the Senior Secured Leverage Ratio as of the last day of any Fiscal Quarter to exceed (i) with respect to the third and fourth Fiscal Quarters of 2012 and the first Fiscal Quarter of 2013, 3.25:1.0 and (ii) with respect to each Fiscal Quarter thereafter, 2.75:1.0.
(b) The Borrower will not permit the Interest Coverage Ratio as of the last day of any Fiscal Quarter to be less than (i) with respect to the third and fourth Fiscal Quarters of 2012 and the first Fiscal Quarter of 2013, 2.25:1.0, (ii) with respect to the second Fiscal Quarter of 2013, 3.00:1.0, and (iii) with respect to each Fiscal Quarter thereafter, 4.00:1.0.
(c) The Borrower will not permit the Total Leverage Ratio as of the last day of any Fiscal Quarter to exceed (i) with respect to the third and fourth Fiscal Quarters of 2012 and the first Fiscal Quarter of 2013, 6.00:1.0, (ii) with respect to the second Fiscal Quarter of 2013, 4.75:1.00 and (iii) with respect to each Fiscal Quarter thereafter, 4.00:1.0.
(d) If, as of the date of any Airbus Discontinuance or any 787 Discontinuance, the outstanding aggregate amount of advance payments or progress payments made by Boeing and/or Airbus in connection with the 787 Program and/or the Airbus Program that are then considered “Indebtedness” exceeds $250,000,000, the Borrower will not permit the Total Leverage Ratio to exceed the Total Leverage Ratio required at such time by Section 8.12(c) for the period in which such Airbus Discontinuance or 787 Discontinuance shall be deemed to have occurred as provided below. For purposes of calculating the Total Leverage Ratio pursuant to this clause (d), the occurrence of an Airbus Discontinuance or the occurrence of a 787 Discontinuance shall be deemed to have occurred as of the last day of the most recent four Fiscal Quarter period preceding the date of such Airbus Discontinuance and/or such 787 Discontinuance for which the Borrower was required to deliver financial statements pursuant to Section 7.01(a) or (b).
Section 2. Conditions Precedent to the Effectiveness of this Amendment.
This Amendment shall become effective as of the date first written above when, and only when, each of the following conditions precedent shall have been satisfied or waived (the “Amendment No. 1 Effective Date”) by the Administrative Agent:
2.1 Executed Counterparts. The Administrative Agent shall have received this Amendment, duly executed by the Borrower, the Guarantors, the Administrative Agent and the Requisite Lenders;
2.2 No Default or Event of Default. After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing; and
2.3 Fees and Expenses. The Borrower shall have delivered, by wire transfer of immediately available funds, to the Administrative Agent, for the account of each Lender that consents to this Amendment, an amendment fee in an amount equal to five basis points (0.05%) of the sum of the Revolving Commitment of such Lender plus the aggregate outstanding principal amount of the Term B Loan of such Lender, which fee shall be earned and payable on the Amendment No. 1 Effective Date.
Section 3. Representations and Warranties
On and as of the Amendment No. 1 Effective Date, after giving effect to this Amendment, the Loan Parties hereby represent and warrant to the Administrative Agent and each Lender as follows:
3.1 this Amendment has been duly authorized, executed and delivered by each Loan Party and, assuming the due execution and delivery of this Amendment by each of the other parties hereto, constitutes the legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally;
3.2 each of the representations and warranties contained in Article VI of the Credit Agreement and in each other Loan Document is true and correct in all material respects (except that any
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representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) with the same effect as if then made (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date);
3.3 no Default or Event of Default has occurred and is continuing; and
3.4 after giving effect to this Amendment, neither the modification of the Credit Agreement affected pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment (a) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (b) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.
Section 4. Fees and Expenses
The Borrower agrees to pay promptly (and in any event on the Amendment No. 1 Effective Date) after presentation of an invoice therefor all reasonable and documented out-of-pocket fees and expenses of the Joint Lead Arrangers (including the reasonable and documented fees and out-of-pocket expenses of Moore & Van Allen, PLLC) in connection with the preparation, negotiation, execution and delivery of this Amendment.
Section 5. Reference to the Effect on the Loan Documents
5.1 As of the Amendment No. 1 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof’ and words of like import), shall mean and be a reference to the Credit Agreement, as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. Each of the table of contents and lists of Exhibits and Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment as of the Amendment No. 1 Effective Date;
5.2 Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed;
5.3 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 the Lenders, the Borrower, Lead Arranger or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein; and
5.4 This Amendment is a Loan Document.
Section 6. Execution in Counterparts
This Amendment may be executed by the parties hereto in several counterparts (including by facsimile or other electronic imaging means (e.g., “.pdf” or “.tif”), each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.
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Section 7. Governing Law
THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Section 8. Headings
The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provisions hereof.
Section 9. Notices
All communications and notices hereunder shall be given as provided in the Credit Agreement.
Section 10. Severability
The fact that any term or provision of this Amendment is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any person.
Section 11. Successors
The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
Section 12. Cross-References
References in this Amendment to any Section are, unless otherwise specified or otherwise required by the context, to such Section of this Amendment.
Section 13. Affirmations
13.1 Each Loan Party signatory hereto hereby (a) ratifies and affirms its obligations under the Loan Documents (including guarantees and security agreements) executed by the undersigned and (b) acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect, in each case, as modified by this Amendment.
13.2 Each Loan Party signatory hereto hereby reaffirms, as of the Amendment No. 1 Effective Date, (a) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated thereby, and (b) its guarantee of payment of the Obligations pursuant to the Guaranty and the Lien on the Collateral securing payment of the Obligations pursuant to the Security Documents.
13.3 Each Loan Party signatory hereto hereby certifies that, as of the date hereof (both before and after giving effect to the occurrence of the Amendment No. 1 Effective Date), the representations and
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warranties made by it contained in the Loan Documents to which it is a party are true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) with the same effect as if then made (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that any representation or warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date).
13.4 Each Loan Party signatory hereto hereby acknowledges and agrees that the acceptance by the Administrative Agent and each Lender shall not be construed in any manner to establish any course of dealing on the Administrative Agent’s or Lender’s part, including the providing of any notice or the requesting of any acknowledgment not otherwise expressly provided for in any Loan Document with respect to any future amendment, waiver, supplement or other modification to any Loan Document or any arrangement contemplated by any Loan Document.
13.5 Each Loan Party signatory hereto hereby represents and warrants that, immediately after giving effect to this Amendment, each Loan Document, in each case as modified by this Amendment (where applicable), to which it is a party, assuming the due execution and delivery of such Loan Document as modified (where applicable) by each of the other parties thereto, continues to be a legal, valid and binding obligation of the undersigned, enforceable against such party in accordance with its terms (except, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity).
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers and general partners thereunto duly authorized, as of the date first written above.
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| SPIRIT AEROSYSTEMS, INC. | |
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| By: | /s/ Mark J. Suchinski |
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| Name: | Mark J. Suchinski |
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| Title: | Vice President, Treasurer & Financial Planning |
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| SPIRIT AEROSYSTEMS HOLDINGS, INC. | |
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| By: | /s/ Mark J. Suchinski |
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| Name: | Mark J. Suchinski |
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| Title: | Vice President, Treasurer & Financial Planning |
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| SPIRIT AEROSYSTEMS INTERNATIONAL HOLDINGS, INC. | |
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| By: | /s/ Joseph T. Boyle |
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| Name: | Joseph T. Boyle |
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| Title: | Secretary |
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| SPIRIT AEROSYSTEMS FINANCE, INC. | |
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| By: | /s/ Joseph T. Boyle |
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| Name: | Joseph T. Boyle |
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| Title: | Assistant Secretary |
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| SPIRIT AEROSYSTEMS INVESTCO, LLC | |
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| By: | /s/ Joseph T. Boyle |
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| Name: | Joseph T. Boyle |
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| Title: | Assistant Secretary |
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| SPIRIT AEROSYSTEMS NORTH CAROLINA, INC. | |
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| By: | /s/ Joseph T. Boyle |
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| Name: | Joseph T. Boyle |
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| Title: | Assistant Secretary |
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| SPIRIT AEROSYSTEMS OPERATIONS INTERNATIONAL, INC. | |
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| By: | /s/ Joseph T. Boyle |
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| Name: | Joseph T. Boyle |
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| Title: | Assistant Secretary |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
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| SPIRIT DEFENSE, INC. | |
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| By: | /s/ Joseph T. Boyle |
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| Name: | Joseph T. Boyle |
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| Title: | Assistant Secretary |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
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| Bank of America, N.A., | |
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| By: | /s/ Kenneth J. Beck |
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| Name: Kenneth J. Beck |
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| Title: Director |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
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| BANK OF AMERICA | |
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| By: | /s/ Kenneth J. Beck |
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| Name: Kenneth J. Beck |
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| Title: Director |
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| THE BANK OF NEW YORK MELLON | |
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| By: | /s/ Donald G. Cassidy, Jr. |
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| Name: Donald G. Cassidy, Jr. |
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| Title: Managing Director |
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| THE BANK OF NOVA SCOTIA | |
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| By: | /s/ David Mahmood |
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| Name: DAVID MAHMOOD |
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| Title: MANAGING DIRECTOR |
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| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. | |
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| By: | /s/ Thomas Danielson |
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| Name: Thomas Danielson |
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| Title: Authorized Signatory |
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| BRANCH BANKING & TRUST COMPANY | |
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| By: | /s/ Bradley B. Sands |
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| Name: Bradley B. Sands |
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| Title: Assistant Vice President |
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| CITIBANK, N.A. | |
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| By: | /s/ Brian Reed |
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| Name: Brian Reed |
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| Title: Managing Director |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
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| COMERICA BANK | |
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| By: | /s/ Mark J Leveille |
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| Name: Mark J Leveille |
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| Title: Vice President |
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| COMPASS BANK, as a Lender | |
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| By: | /s/ Susana Campuzano |
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| Name: Susana Campuzano |
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| Title: Senior Vice President |
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| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH | |
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| By: | /s/ Alain Daoust |
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| Name: Alain Daoust |
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| Title: Director |
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| By: | /s/ Rahul Parmar |
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| Name: Rahul Parmar |
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| Title: Associate |
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| SCOTIABANC INC. | |
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| By: | /s/ J.F. Todd |
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| Name: J.F. Todd |
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| Title: Managing Director |
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| FIFTH THIRD BANK | |
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| By: | /s/ Robert M. Sander |
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| Name: Robert M. Sander |
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| Title: Vice President |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
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| INTRUST BANK, N.A. | |
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| By: | /s/ Roger G. Eastwood |
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| Name: Roger G. Eastwood |
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| Title: Division Director-Commercial Banking |
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| MORGAN STANLEY BANK, N.A. | |
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| By: | /s/ Penny Tsekouras |
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| Name: Penny Tsekouras |
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| Title: Authorized Signatory |
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| THE NORTHERN TRUST COMPANY | |
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| By: | /s/ James Shanel |
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| Name: James Shanel |
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| Title: Vice President |
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| ROYAL BANK OF CANADA | |
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| By: | /s/ Richard Smith |
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| Name: Richard Smith |
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| Title: Authorized Signatory |
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| THE ROYAL BANK OF SCOTLAND PLC | |
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| By: | /s/ L. Peter Yetman |
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| Name: L. Peter Yetman |
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| Title: Director |
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| SUMITOMO MITSUI BANKING CORPORATION | |
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| By: | /s/ Shuji Yabe |
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| Name: Shuji Yabe |
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| Title: Managing Director |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
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| U.S. BANK NATIONAL ASSOCIATION | |
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| By: | /s/ Peter I. Bystol |
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| Name: Peter I. Bystol |
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| Title: Senior Vice President |
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| WELLS FARGO BANK, N.A. | |
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| By: | /s/ Matthew Olson |
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| Name: Matthew Olson |
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| Title: Vice President |
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| MIZUHO CORPORATE BANK, LTD. | |
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| By: | /s/ James R. Fayen |
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| Name: James R. Fayen |
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| Title: Deputy General Manager |
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| COMMUNITY INSURANCE COMPANY | |
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| COMMUNITY INSURANCE COMPANY | |
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| BY: | ARES WLP MANAGEMENT, L.P., ITS |
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| INVESTMENT MANAGER | |
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| BY: | ARES WLP MANAGEMENT GP, LLC, ITS |
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| GENERAL PARTNER | |
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| By: | /s/ John Eanes |
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| Name: John Eanes |
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| Title: Vice President |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
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| Octagon Loan Trust 2010 | |
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| By: | Octagon Credit Investors, LLC, as |
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| Investment Manager on behalf of The Bank of | |
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| New York Trust Company (Cayman) Limited, as | |
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| Trustee of Octagon Loan Trust 2010 | |
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| Octagon Delaware Trust 2011 | |
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| By: | Octagon Credit Investors, LLC as |
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| By: | /s/ Donald C. Young |
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| Name: Donald C. Young |
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| Title: Senior Portfolio Manager |
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| Community Insurance Company | |
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| By: | Sankaty Advisors, LLC as Investment Manager |
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| By: | /s/ Andrew Viens |
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| Name: Andrew Viens |
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| Title: Sr. Vice President of Operations |
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| Qantas Superannuation Plan | |
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| By: | Sankaty Advisors, LLC as Investment Manager |
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| By: | /s/ Andrew S. Viens |
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| Name: Andrew S. Viens |
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| Title: Sr. Vice President of Operations |
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| Race Point IV CLO, Ltd. | |
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| By: | Sankaty Advisors, LLC as Collateral Manager |
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| By: | /s/ Andrew S. Viens |
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| Name: Andrew S. Viens |
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| Title: Sr. Vice President of Operations |
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| Race Point V CLO, Limited | |
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| By: | Sankaty Advisors, LLC Its Asset Manager |
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| By: | /s/ Andrew S. Viens |
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| Name: Andrew S. Viens |
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| Title: Sr. Vice President of Operations |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
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| Race Point VI CLO, Ltd | |
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| By: Sankaty Advisors LLC, as Asset Manager | |
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| By: | /s/ Andrew Viens |
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| Name: Andrew Viens |
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| Title: Sr. Vice President of Operations |
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| Sankaty High Income Partnership, L.P. | |
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| By: | Sankaty Advisors, LLC as Investment Advisor |
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| By: | /s/ Andrew S. Viens |
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| Name: Andrew S. Viens |
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| Title: Sr. Vice President of Operations |
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| Sankaty Senior Loan Fund, L.P. | |
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| By: | /s/ Andrew S. Viens |
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| Name: Andrew S. Viens |
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| Title: Sr. Vice President of Operations |
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| WellPoint, Inc. | |
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| By: | Sankaty Advisors, LLC as Investment Manager |
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| By: | /s/ Andrew S. Viens |
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| Name: Andrew S. Viens |
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| Title: Sr. Vice President of Operations |
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| GE CAPITAL BANK (FORMERLY KNOWN AS GE CAPITAL FINANCIAL INC) | |
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| By: | /s/ Dennis P. Leonard |
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| Name: Dennis P. Leonard |
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| Title: Duly Authorized Signatory |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
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| TRS HY FNDS LLC | |
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| By: | Deutsche Bank AG Cayman Islands Branch, its sole member |
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| By: | DB Services New Jersey, Inc. |
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| By: | /s/ Christine LaMonaca |
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| Name: Christine LaMonaca |
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| Title: Assistant Vice President |
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| By: | /s/ Angeline Quintana |
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| Name: Angeline Quintana |
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| Title: Assistant Vice President |
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| REMUDA CAPITAL MANAGEMENT, LTD. | |
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| By: | /s/ William J. Morgan |
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| Name: William J. Morgan |
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| Title: Managing Director |
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| PRESIDENTIAL LIFE INSURANCE COMPANY | |
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| By: | /s/ William J. Morgan |
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| Name: William J. Morgan |
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| Title: Managing Director |
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| JPMORGAN STRATEGIC INCOME OPPORTUNITIES FUND-DISTRESSED | |
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| By: | /s/ William J. Morgan |
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| Name: William J. Morgan |
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| Title: Managing Director |
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| ADVANCED SERIES TRUST-AST J.P. MORGAN STRATEGIC OPPORTUNITIES PORTFOLIO | |
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| By: | /s/ William J. Morgan |
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| Name: William J. Morgan |
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| Title: Managing Director |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
|
| Eaton Vance CDO VIII, Ltd. | |
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| By: Eaton Vance Management |
|
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| As Investment Advisor |
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| By: | /s/ Michael B. Botthof |
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| Name: Michael B. Botthof |
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| Title: Vice President |
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| INNOVATION TRUST 2009 | |
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| By: | EATON VANCE MANAGEMENT |
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| AS INVESTMENT ADVISOR |
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| By: | /s/ Michael B. Botthof |
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| Name: Michael B. Botthof |
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| Title: Vice President |
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| Greywolf CLO I, Ltd | |
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| By: | Greywolf Capital Management LP, its Investment Manager |
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| By: | /s/ Robert Miller |
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| Name: Robert Miller |
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| Title: Authorized Signatory |
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| Pioneer Short Term Income Fund | |
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| Pioneer Multi-Asset Ultrashort Income Fund | |
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| Pioneer Floating Rate Fund | |
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| Pioneer Bond Fund | |
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| By: | Pioneer Investment Management, Inc. |
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| As adviser to each Lender above |
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| By: | /s/ Margaret C. Begley |
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| Name: Margaret C. Begley |
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| Title: Secretary and Associate General Counsel |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
|
| Pioneer Institutional Core Plus Portfolio | |
|
| Pioneer Core Plus Fixed Income Trust | |
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| By: | Pioneer Institutional Asset Management, Inc. |
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| As adviser to each Lender above |
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| By: | /s/ Margaret C. Begley |
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| Name: Margaret C. Begley |
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| Title: Secretary and Associate General Counsel |
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| CALIFORNIA FIRST NATIONAL BANK | |
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| By: | /s/ D.N. Lee |
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| Name: D.N. Lee |
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| Title: S.V.P. |
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| Kingsland II, Ltd. | |
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| |
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| By: Kingsland Capital Management, LLC, as Manager | |
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| By: | /s/ Scott Lotter |
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| Name: Scott Lotter |
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| Title: Authorized Signatory |
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| Kingsland III, Ltd. | |
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| |
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| By: Kingsland Capital Management, LLC, as Manager | |
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| By: | /s/ Scott Lotter |
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| Name: Scott Lotter |
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| Title: Authorized Signatory |
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| Kingsland IV Ltd. | |
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| |
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| By: Kingsland Capital Management, LLC, as Manager | |
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| By: | /s/ Scott Lotter |
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| Name: Scott Lotter |
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| Title: Authorized Signatory |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
|
| Kingsland V Ltd. | |
|
| By: Kingsland Capital Management, LLC, as Manager | |
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| By: | /s/ Scott Lotter |
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| Name: Scott Lotter |
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| Title: Authorized Signatory |
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| Cent CDO 12 Limited | |
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| By: Columbia Management Investment Advisers, LLC | |
|
| As Collateral Manager | |
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| By: | /s/ Robin C. Stancil |
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| Name: Robin C. Stancil |
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| Title: Assistant Vice President |
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| Cent CDO 14 Limited | |
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| |
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| By: Columbia Management Investment Advisers, LLC | |
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| As Collateral Manager | |
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| By: | /s/ Robin C. Stancil |
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| Name: Robin C. Stancil |
|
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| Title: Assistant Vice President |
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|
| Cent CDO 15 Limited | |
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| |
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| By: Columbia Management Investment Advisers, LLC | |
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| As Collateral Manager | |
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| By: | /s/ Robin C. Stancil |
|
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| Name: Robin C. Stancil |
|
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| Title: Assistant Vice President |
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|
| Cent CDO XI Limited | |
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| |
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| By: Columbia Management Investment Advisers, LLC | |
|
| As Collateral Manager | |
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| By: | /s/ Robin C. Stancil |
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|
| Name: Robin C. Stancil |
|
|
| Title: Assistant Vice President |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
|
| Centurion CDO 9 Limited | |
|
| By: Columbia Management Investment Advisers, LLC | |
|
| As Collateral Manager | |
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| By: | /s/ Robin C. Stancil |
|
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| Name: Robin C. Stancil |
|
|
| Title: Assistant Vice President |
|
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| |
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| |
|
| RiverSource Life Insurance Company | |
|
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| |
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| |
|
| By: | /s/ Robin C. Stancil |
|
|
| Name: Robin C. Stancil |
|
|
| Title: Authorized Signatory |
|
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|
| MARLBOROUGH STREET CLO, LTD., | |
|
| By its Collateral Manager, Massachusetts Financial Services Company | |
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| |
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| By: | /s/ David J. Coley |
|
|
| As authorized representative and not individually |
|
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|
| ARES LOAN TRUST 2011 | |
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| |
|
| ARES LOAN TRUST 2011 | |
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| |
|
| BY: ARES MANAGEMENT LLC, ITS INVESTMENT MANAGER | |
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| By: | /s/ John Eanes |
|
|
| Name: John Eanes |
|
|
| Title: Vice President |
|
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|
| ARES IIIR/IVR CLO LTD. | |
|
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| |
|
| ARES IIIR/IVR CLO LTD. | |
|
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| |
|
| BY: ARES CLO MANAGEMENT IIIR/IVR, L.P., ITS ASSET MANAGER | |
|
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| |
|
| BY: ARES CLO GP IIIR/IVR, LLC, ITS GENERAL PARTNER | |
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|
|
| By: | /s/ John Eanes |
|
|
| Name: John Eanes |
|
|
| Title: Vice President |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
|
| ARES XXIII CLO LTD. | ||
|
| ARES XXIII CLO LTD. | ||
|
|
| ||
|
| BY: ARES CLO MANAGEMENT XXIII, L.P., ITS ASSET MANAGER | ||
|
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| ||
|
| BY: ARES CLO GP XXIII, LLC, ITS GENERAL PARTNER | ||
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| |
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| |
|
| By: | /s/ John Eanes | |
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| Name: John Eanes | |
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|
| Title: Vice President | |
|
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| |
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| ||
|
| ARES SENIOR LOAN TRUST | ||
|
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| ||
|
| ARES SENIOR LOAN TRUST | ||
|
|
| ||
|
| BY: ARES SENIOR LOAN TRUST MANAGEMENT, L.P., ITS INVESTMENT MANAGER | ||
|
|
| ||
|
| BY: ARES SENIOR LOAN TRUST MANAGEMENT, LLC, ITS GENERAL PARTNER | ||
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| |
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| |
|
| By: | /s/ John Eanes | |
|
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| Name: John Eanes | |
|
|
| Title: Vice President | |
|
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| ||
|
|
| ||
|
| ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD. | ||
|
|
| ||
|
| ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD. | ||
|
|
| ||
|
| BY: ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT, L.P., ITS MANAGER | ||
|
|
| ||
|
| BY: ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT GP, LLC, AS GENERAL PARTNER | ||
|
|
| ||
|
|
| ||
|
| By: | /s/ John Eanes | |
|
|
| Name: John Eanes | |
|
|
| Title: Vice President | |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
|
| ARES ENHANCED CREDIT OPPORTUNITIES FUND II, LTD. | |
|
|
| |
|
| ARES ENHANCED CREDIT OPPORTUNITIES FUND II, LTD. | |
|
|
| |
|
| BY: ARES ENHANCED CREDIT OPPORTUNITIES INVESTMENT MANAGEMENT II, LLC, ITS MANAGER | |
|
|
| |
|
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| |
|
| By: | /s/ John Eanes |
|
|
| Name: John Eanes |
|
|
| Title: Vice President |
|
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|
|
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|
|
| ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD. | |
|
|
| |
|
| ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD. | |
|
|
| |
|
| BY: ARES ENHANCED LOAN MANAGEMENT IR, L.P., AS PORTFOLIO MANAGER | |
|
|
| |
|
| BY: ARES ENHANCED LOAN IR GP, LLC, ITS GENERAL PARTNER | |
|
|
| |
|
|
| |
|
| By: | /s/ John Eanes |
|
|
| Name: John Eanes |
|
|
| Title: Vice President |
|
|
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|
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|
|
| ARES ENHANCED LOAN INVESTMENT STRATEGY III, LTD. | |
|
|
| |
|
| ARES ENHANCED LOAN INVESTMENT STRATEGY III, LTD. | |
|
|
| |
|
| BY: ARES ENHANCED LOAN MANAGEMENT III, L.P., ITS PORTFOLIO MANAGER | |
|
|
| |
|
| BY: ARES ENHANCED LOAN III GP, LLC, ITS GENERAL PARTNER | |
|
|
| |
|
|
| |
|
| By: | /s/ John Eanes |
|
|
| Name: John Eanes |
|
|
| Title: Vice President |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
|
| FUTURE FUND BOARD OF GUARDIANS | |
|
|
| |
|
| FUTURE FUND BOARD OF GUARDIANS | |
|
|
| |
|
| BY: ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV, L.P., ITS INVESTMENT MANAGER (ON BEHALF OF THE ELIS IV SUB ACCOUNT) | |
|
|
| |
|
| BY: ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV GP, LLC, ITS GENERAL PARTNER | |
|
|
| |
|
|
| |
|
| By: | /s/ John Eanes |
|
|
| Name: John Eanes |
|
|
| Title: Vice President |
|
|
|
|
|
|
|
|
|
| WELLPOINT, INC. | |
|
|
| |
|
| WELLPOINT, INC. | |
|
|
| |
|
| BY: ARES WLP MANAGEMENT, L.P., ITS INVESTMENT MANAGER | |
|
|
| |
|
| BY: ARES WLP MANAGEMENT GP, LLC, ITS GENERAL PARTNER | |
|
|
| |
|
|
| |
|
| By: | /s/ John Eanes |
|
|
| Name: John Eanes |
|
|
| Title: Vice President |
|
|
|
|
|
|
|
|
|
| LCM V, Ltd. | |
|
| By: | LCM Asset Management LLC |
|
|
| As Collateral Manager |
|
|
|
|
|
|
|
|
|
| By: | /s/ Alexander B. Kenna |
|
|
| Name: Alexander B. Kenna |
|
|
| Title: |
|
|
|
|
|
|
|
|
|
| LCM VI, Ltd. | |
|
| By: | LCM Asset Management LLC |
|
|
| As Collateral Manager |
|
|
|
|
|
|
|
|
|
| By: | /s/ Alexander B. Kenna |
|
|
| Name: Alexander B. Kenna |
|
|
| Title: |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
|
| LCM XI Limited Partnership | |
|
| By: | LCM Asset Management LLC |
|
|
| As Collateral Manager |
|
|
|
|
|
|
|
|
|
| By: | /s/ Alexander B. Kenna |
|
|
| Name: Alexander B. Kenna |
|
|
| Title: |
|
|
|
|
|
|
|
|
|
| ACA CLO 2007-1 LTD | |
|
|
| |
|
| By: | Its Investment Advisor CVC Credit Partners, LLC |
|
|
|
|
|
|
|
|
|
| By: | /s/ Vincent Ingato |
|
|
| Name: Vincent Ingato |
|
|
| Title: MD/PM |
|
|
|
|
|
|
|
|
|
| APIDOS CDO V | |
|
|
|
|
|
| By: | Its Investment Advisor CVC Credit Partners, LLC |
|
|
|
|
|
|
|
|
|
| By: | /s/ Vincent Ingato |
|
|
| Name: Vincent Ingato |
|
|
| Title: MD/PM |
|
|
|
|
|
|
|
|
|
| APIDOS CINCO CDO | |
|
|
| |
|
| By: | Its Investment Advisor CVC Credit Partners, LLC |
|
|
|
|
|
|
|
|
|
| By: | /s/ Vincent Ingato |
|
|
| Name: Vincent Ingato |
|
|
| Title: MD/PM |
|
|
|
|
|
|
|
|
|
| APIDOS CLO VIII | |
|
|
| |
|
| By: | Its Collateral Manager CVC Credit Partners, LLC |
|
|
|
|
|
|
|
|
|
| By: | /s/ Vincent Ingato |
|
|
| Name: Vincent Ingato |
|
|
| Title: MD/PM |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
|
| SAN GABRIEL CLO I LTD | |
|
| By: | Its Collateral Manager CVC Credit Partners, LLC |
|
|
|
|
|
| On behalf of Resource Capital Asset Management (RCAM) | |
|
|
| |
|
|
| |
|
| By: | /s/ Vincent Ingato |
|
|
| Name: Vincent Ingato |
|
|
| Title: MD/PM |
|
|
|
|
|
|
|
|
|
| SHASTA CLO I LTD | |
|
|
| |
|
| By: | Its Investment Advisor CVC Credit Partners, LLC |
|
|
|
|
|
| On behalf of Resource Capital Asset Management (RCAM) | |
|
|
| |
|
|
| |
|
| By: | /s/ Vincent Ingato |
|
|
| Name: Vincent Ingato |
|
|
| Title: MD/PM |
|
|
|
|
|
|
|
|
|
| GSO LOAN TRUST 2010 | |
|
| By: | GSO Capital Advisors LLC, As its Investment Advisor |
|
|
|
|
|
|
|
|
|
| By: | /s/ Daniel H. Smith |
|
|
| Name: Daniel H. Smith |
|
|
| Title: Authorized Signatory |
|
|
|
|
|
|
|
|
|
| Sunsuper Pooled Superannuation Trust | |
|
|
| |
|
| By: | GSO Capital Partners LP, its Investment Manager |
|
|
|
|
|
|
|
|
|
| By: | /s/ Daniel H. Smith |
|
|
| Name: Daniel H. Smith |
|
|
| Title: Authorized Signatory |
|
|
|
|
|
|
|
|
|
| UNITED HEALTHCARE INSURANCE COMPANY | |
|
|
| |
|
| By: | GSO Capital Advisors LLC as Manager |
|
|
|
|
|
|
|
|
|
| By: | /s/ Daniel H. Smith |
|
|
| Name: Daniel H. Smith |
|
|
| Title: Authorized Signatory |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
|
| FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND | ||
|
|
| ||
|
|
| ||
|
| By: | /s/ Adrien Deberghes | |
|
|
| Name: Adrien Deberghes | |
|
|
| Title: Deputy Treasurer | |
|
|
|
| |
|
|
|
| |
|
| HARBOURVIEW CLO 2006-1 | ||
|
|
| ||
|
|
| ||
|
| By: | /s/ Kevin Urlik | |
|
|
| Name: Kevin Urlik | |
|
|
| Title: Manager, Brown Brothers Harriman & Co. | |
|
|
| acting as agent for OppenheimerFunds, Inc. | |
|
|
|
| |
|
|
|
| |
|
| BANK OF AMERICA, N.A. | ||
|
|
| ||
|
|
| ||
|
| By: | /s/ Meredith R. Smith | |
|
|
| Name: | Meredith R. Smith |
|
|
| Title: | Vice President |
|
|
|
| |
|
|
|
| |
|
| SUMITOMO MITSUI TRUST BANK, LIMITED, NEW YORK BRANCH | ||
|
|
| ||
|
|
| ||
|
| By: | /s/ Albert C. Tew II | |
|
|
| Name: | ALBERT C. TEW II |
|
|
| Title: | VICE PRESIDENT |
|
|
|
| |
|
|
|
| |
|
| KATONAH X CLO LTD. | ||
|
|
| ||
|
|
| ||
|
| By: | /s/ Daniel Gilligan | |
|
|
| Name: | DANIEL GILLIGAN |
|
|
| Title: | Authorized Officer |
|
|
|
| Katonah Debt Advisors, L.L.C. |
|
|
|
| As Manager |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
|
| KATONAH 2007-I CLO LTD. | ||
|
|
| ||
|
|
| ||
|
| By: | /s/ Daniel Gilligan | |
|
|
| Name: | DANIEL GILLIGAN |
|
|
| Title: | Authorized Officer |
|
|
|
| Katonah Debt Advisors, L.L.C. |
|
|
|
| As Manager |
|
|
|
| |
|
|
|
| |
|
| ECP CLO 2012-3, LTD | ||
|
|
| ||
|
| By: Silvermine Capital Management | ||
|
|
| ||
|
|
| ||
|
| By: | /s/ Jonathan Marks | |
|
|
| Name: | Jonathan Marks |
|
|
| Title: | Principal |
|
|
|
| |
|
|
|
| |
|
| ECP CLO 2012-4, LTD | ||
|
|
| ||
|
| By: Silvermine Capital Management | ||
|
|
| ||
|
|
| ||
|
| By: | /s/ Jonathan Marks | |
|
|
| Name: | Jonathan Marks |
|
|
| Title: | Principal |
|
|
|
| |
|
|
|
| |
|
| MALIBU CBNA LOAN FUNDING LLC | ||
|
|
| ||
|
|
| ||
|
| By: | /s/ Adam Kaiser | |
|
|
| Name: | Adam Kaiser |
|
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| Title: | ATTORNEY-IN-FACT |
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| Medical Liability Mutual Insurance Company | ||
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| By: Invesco Advisers, Inc. as Investment Manager | ||
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| By: | /s/ Thomas Ewald | |
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| Name: | Thomas Ewald |
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| Title: | Authorized Signatory |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
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| ARMED FORCES BANK, N.A. | ||
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| By: | /s/ Phillip McElhaney | |
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| Name: | Phillip McElhaney |
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| Title: | Senior Vice President |
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| Cedar Funding Ltd. | ||
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| By: AEGON USA Investment Management, LLC | ||
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| By: | /s/ Lisa Baltagi | |
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| Name: | Lisa Baltagi |
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| Title: | Director |
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| Falcon Senior Loan Fund Ltd. | ||
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| By: Apollo Fund Management LLC | ||
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| As Its Investment Manager | ||
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| By: | /s/ Joe Moroney | |
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| Name: | Joe Moroney |
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| Title: | Authorized Signatory |
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| Stone Tower Loan Trust 2010 | ||
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| By: Apollo Fund Management LLC, | ||
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| As its Investment Manager | ||
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| By: | /s/ Joe Moroney | |
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| Name: | Joe Moroney |
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| Title: | Portfolio Administrator |
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| Stone Tower Loan Trust 2011 | ||
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| By: Apollo Fund Management LLC, As its Investment Advisor | ||
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| By: | /s/ Joe Moroney | |
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| Name: | Joe Moroney |
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| Title: | Portfolio Administrator |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
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| Renaissance Trust 2009 | ||
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| By: Highbridge Principal Strategies LLC, | ||
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| its Sub-Investment Manager | ||
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| By: | /s/ Jamie Donsky | |
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| Name: | JAMIE DONSKY |
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| Title: | VICE PRESIDENT |
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| Halcyon Structured Asset Management Long | ||
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| Secured/Short Unsecured 2007-3 Ltd. | |
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| By: | /s/ James W. Sykes | |
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| Name: | James W. Sykes |
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| Title: | Managing Principal |
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| AMBITION TRUST 2009 | ||
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| AMBITION TRUST 2011 | ||
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| By Babson Capital Management LLC as Investment Manager | ||
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| By: | /s/ Geoffrey Takacs | |
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| Name: | GEOFFREY TAKACS |
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| Title: | Director |
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| C.M. LIFE INSURANCE COMPANY | ||
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| MASSACHUSETTS MUTUAL LIFE INSURANCE | ||
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| COMPANY | ||
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| By Babson Capital Management LLC as Investment Adviser | ||
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| By: | /s/ Geoffrey Takacs | |
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| Name: | GEOFFREY TAKACS |
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| Title: | Director |
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| BABSON CLO LTD. 2011-I | ||
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| By: Babson Capital Management LLC as Collateral Manager | ||
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| By: | /s/ Geoffrey Takacs | |
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| Name: | GEOFFREY TAKACS |
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| Title: | Director |
SPIRIT AEROSYSTEMS, INC.
AMENDMENT NO. 1
