Exhibit 10.1
LOAN MODIFICATION AGREEMENT
dated as of April 8, 2010,
relating to the
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
dated as of May 8, 2006,
among
WEIGHT WATCHERS INTERNATIONAL, INC.,
as the Borrower,
VARIOUS FINANCIAL INSTITUTIONS,
as the Accepting Lenders,
THE BANK OF NOVA SCOTIA,
as the Administrative Agent,
and
BANK OF AMERICA, N.A.
and FORTIS CAPITAL CORP.
as Documentation Agents
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CREDIT SUISSE SECURITIES (USA) LLC | | JPMORGAN CHASE BANK, N.A. |
as Lead Arranger, Joint Bookrunner
and Syndication Agent | | as Lead Arranger, Joint Bookrunner
and Syndication Agent |
LOAN MODIFICATION AGREEMENT dated as of April 8, 2010 (this “Agreement”), among WEIGHT WATCHERS INTERNATIONAL, INC., a Virginia corporation (the “Borrower”), the Accepting Lenders (as defined below), JPMorgan Chase Bank, N.A. as Issuer and THE BANK OF NOVA SCOTIA, as the Swing Line Lender, Issuer and the Administrative Agent (in such capacity, the “Administrative Agent”).
A. Reference is made to the Sixth Amended and Restated Credit Agreement dated as of May 8, 2006 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among the Borrower, the Lenders party thereto and the Administrative Agent.
B. Pursuant to Section 11.19 of the Credit Agreement, the Borrower has made Loan Modification Offers to the Lenders to make certain Permitted Amendments.
C. The Lenders party hereto (the “Accepting Lenders”) are willing to agree to such Permitted Amendments as of the Loan Modification Effective Date (as defined below), on the terms and subject to the conditions set forth herein and in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1.Defined Terms; Terms Generally. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. This Agreement shall be a “Loan Modification Agreement” for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 2.Loan Modifications.
(a) Each of the Accepting Lenders set forth onSchedule I hereto (the “2014 Revolving Lenders”) agrees that the principal amount of its Revolving A Loan Commitment set forth onSchedule I shall hereby be converted into Other Revolving Loan Commitments (the “2014 Revolving Loan Commitments”) and that a proportionate principal amount of its outstanding Revolving A Loan shall hereby be converted into Other Revolving Loans (the “2014 Revolving Loans”), in each case on the terms and subject to the conditions set forth herein.
(i)2014 Revolving Loan Commitment Termination Date: As used in the Credit Agreement, clause (a) of the “Other Revolving Loan Commitment Termination Date” with respect to the 2014 Revolving Loan Commitments shall be June 30, 2014;provided that if as of October 24, 2013 the aggregate principal amount of the Term B Loans exceeds $250,000,000, then the “Other Revolving Loan Commitment Termination Date” with respect to the 2014 Revolving Loan Commitments shall be October 24, 2013.
(ii)Applicable Margin for 2014 Revolving Loans: As used in the Credit Agreement, the Applicable Margin with respect to any 2014 Revolving Loan shall be the applicable percentage set forth below corresponding to the relevant Net Debt to EBITDA Ratio:
| | | | | | |
Net Debt to EBITDA Ratio | | Applicable Margin For Base Rate Loans | | | Applicable Margin For LIBO Rate Loans | |
> 2.00:1 | | 1.50 | % | | 2.50 | % |
< 2.00:1 and> 1.50:1 | | 1.25 | % | | 2.25 | % |
< 1.50:1 | | 1.125 | % | | 2.125 | % |
(iii)Applicable Commitment Fee Margin for 2014 Revolving Loan Commitments: The Applicable Commitment Fee Margin for the 2014 Revolving Loan Commitments shall be the applicable percentage set forth below corresponding to the relevant Net Debt to EBITDA Ratio:
| | | |
Net Debt to EBITDA Ratio | | Applicable Commitment Fee Margin | |
> 2.00:1 | | 0.50 | % |
< 2.00:1 and> 1.50:1 | | 0.4375 | % |
< 1.50:1 | | 0.375 | % |
(iv)Other: For all purposes of the Credit Agreement and the other Loan Documents, the 2014 Revolving Loan Commitments shall constitute “Other Revolving Loan Commitments”; the 2014 Revolving Loans shall constitute “Other Revolving Loans”; and the 2014 Revolving Lenders shall be “Lenders”, “Revolving Lenders” and “Accepting Lenders” with respect to such 2014 Revolving Loan Commitments and 2014 Revolving Loans. Except to the extent provided herein, the terms and conditions of the 2014 Revolving Loan Commitments and the 2014 Revolving Loans shall be identical to those of the Revolving A Loan Commitment and the Revolving A Loans, respectively. For the avoidance of doubt, any Interest Period elected by the Borrower with respect to any converted Borrowing of Revolving A Loans beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period with respect to the corresponding Borrowing of 2014 Revolving Loans until the end of such Interest Period, with only the Applicable Margin for such Borrowing changing as set forth inclause (ii) above with effect on and after the Loan Modification Effective Date.
(b) Each of the Accepting Lenders set forth onSchedule II hereto (the “Term C Lenders”) agrees that the principal amount of its Term A Loans and/or its Term A-1 Loans set forth onSchedule II hereto shall hereby be converted into Other Term Loans (the “Term C Loans”), in a like principal amount and on the terms and subject to the conditions set forth herein.
(i)Stated Maturity Date for Term C Loans: As used in the Credit Agreement, the “Stated Maturity Date” of the Term C Loans shall be June 30, 2015;provided that if as of October 24, 2013 the aggregate principal amount of the Term B Loans exceeds $250,000,000, then the Stated Maturity Date for Term C Loans shall be October 24, 2013.
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(ii)Applicable Margin for Term C Loans: As used in the Credit Agreement, the Applicable Margin with respect to any Term C Loan shall be the applicable percentage set forth below corresponding to the relevant Net Debt to EBITDA Ratio:
| | | | | | |
Net Debt to EBITDA Ratio | | Applicable Margin For Base Rate Loans | | | Applicable Margin For LIBO Rate Loans | |
> 2.00:1 | | 1.25 | % | | 2.25 | % |
< 2.00:1 and> 1.50:1 | | 1.125 | % | | 2.125 | % |
< 1.50:1 | | 1.00 | % | | 2.00 | % |
(iii)Amortization: The Borrower shall, on the Stated Maturity Date and on each Quarterly Payment Date occurring on or during any period set forth below, make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term C Loans in an amount equal to the percentage set forth below opposite the Stated Maturity Date or such Quarterly Payment Date of the original principal amount of the Term C Loans (as such amounts may have otherwise been reduced pursuant to the Credit Agreement), as applicable:
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Date | | Percentage |
July 1, 2010 through (and including) March 31, 2015 | | 1.25% |
Stated Maturity Date | | 76.25% (or the then outstanding principal amount of the Term C Loans (if different)) |
provided that, as set forth in the definition of Stated Maturity Date above, if as of October 24, 2013 the aggregate principal amount of the Term B Loans exceeds $250,000,000, then the Stated Maturity Date for Term C Loans shall be October 24, 2013.
(iv)Other: For all purposes of the Credit Agreement and the other Loan Documents, the Term C Loans shall constitute “Other Term Loans”; and the Term C Lenders shall be “Lenders”, and “Accepting Lenders” with respect to such Term C Loans. Except to the extent provided herein, the terms and conditions of the Term C Loans shall be identical to those of the Term A Loans and the Term A-1 Loans, as applicable. For the avoidance of doubt, any Interest Period elected by the Borrower with respect to any converted Borrowing of Term A Loans and/or the Term A-1 Loans beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period with respect to the Borrowing of Term C Loans until the end of such Interest Period, with only the Applicable Margin for such Borrowing changing as set forth inclause (ii) above with effect on and after the Loan Modification Effective Date.
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(c) Each of the Accepting Lenders set forth onSchedule III hereto (the “Term D Lenders”) agrees that the principal amount of its Term B Loans set forth onSchedule III hereto shall hereby be converted into Other Term Loans (the “Term D Loans”), in a like principal amount and on the terms and subject to the conditions set forth herein.
(i)Stated Maturity Date for Term D Loans: As used in the Credit Agreement, the “Stated Maturity Date” of the Term D Loans shall be June 30, 2016.
(ii)Applicable Margin for Term D Loans: As used in the Credit Agreement, the Applicable Margin with respect to any Term D Loan shall be (i) 2.25% with respect to Term D Loans maintained as LIBO Rate Loans and (ii) 1.25% with respect to Term D Loans maintained as Base Rate Loans.
(iii)Amortization: The Borrower shall, on the Stated Maturity Date and on each Quarterly Payment Date occurring on or during any period set forth below, make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term D Loans in an amount equal to the percentage set forth below opposite the Stated Maturity Date or such Quarterly Payment Date of the original principal amount of the Term D Loans(as such amounts may have otherwise been reduced pursuant to the Credit Agreement), as applicable:
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Date | | Percentage |
July 1, 2010 through (and including) March 31, 2016 | | 0.25% |
Stated Maturity Date | | 94.25% (or the then outstanding principal mount of the Term D Loans (if different)) |
(iv)Other: For all purposes of the Credit Agreement and the other Loan Documents, the Term D Loans shall constitute “Other Term Loans”; and the Term D Lenders shall be “Lenders”, and “Accepting Lenders” with respect to such Term D Loans. Except to the extent provided herein, the terms and conditions of the Term D Loans shall be identical to those of the Term B Loans, including that the Term D Loans shall be deemed to be Term B Loans for all intent and purpose of clause (c) of the definition of Investment Grade Rating Date. For the avoidance of doubt, any Interest Period elected by the Borrower with respect to any converted Borrowing of Term B Loans beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period with respect to the Borrowing of Term D Loans until the end of such Interest Period, with only the Applicable Margin for such Borrowing changing as set forth inclause (ii) above with effect on and after the Loan Modification Effective Date.
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SECTION 3.Amendment to Credit Agreement. All parties hereto agree that, when used in connection with Swing Line Loans or Letters of Credit, the date appearing in clause (a) in the definition of Revolving Loan Commitment Termination Date shall be the date specified in the definition of Other Revolving Loan Commitment Termination Date as defined in Loan Modification Agreement dated as of April 8, 2010 among Weight Watchers International, Inc., the Accepting Lenders (as defined therein), JPMorgan Chase Bank, N.A. and The Bank of Nova Scotia.
SECTION 4.Representations and Warranties. To induce the other parties hereto to enter into this Agreement, the Borrower represents and warrants to each of the Accepting Lenders and the Administrative Agent, that, immediately after giving effect to this Agreement, (a) the representations and warranties set forth in Article VI of the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and (b) no Default or Event of Default has occurred and is continuing.
SECTION 5.Conditions Precedent to Effectiveness of Modifications. The modifications of Commitments and Loans provided for inSection 2 above will become effective on a date to be designated by the Borrower and the Administrative Agent, subject to the satisfaction of the following conditions precedent on or prior to such date (the date of such effectiveness being called the “Loan Modification Effective Date”):
(a) The Administrative Agent shall have received duly executed and delivered signature pages hereto from an Authorized Officer of the Borrower and the Accepting Lenders party hereto.
(b) The Administrative Agent shall have received an affirmation and consent, dated as of the Loan Modification Effective Date and duly executed by an Authorized Officer of each Guarantor, in form and substance satisfactory to the Administrative Agent.
(c) The Administrative Agent shall have received an opinion of Simpson Thacher & Bartlett LLP, special New York counsel to the Borrower, dated the Loan Modification Effective Date and addressed to the Administrative Agent and the Accepting Lenders, in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent shall have received from the Borrower a certificate with all attachments attached thereto, dated the Loan Modification Effective Date, of its Secretary or Assistant Secretary (or Authorized Officer serving a similar function, in the case of other than a corporation) as to:
(i) resolutions of the Borrower’s Board of Directors (or other similar governing body) then in full force and effect authorizing, as applicable, the execution, delivery and performance of this Agreement; and
(ii) the incumbency and signatures of the Borrower’s Authorized Officers authorized to execute and deliver this Agreement;
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upon which certificate each Accepting Lender may conclusively rely until each such Accepting Lender shall have received a further certificate of the Borrower canceling or amending the prior certificate.
(e) The Administrative Agent shall have received (on behalf of itself and the Accepting Lenders) all fees (including, for the avoidance of doubt, the fees set forth in that certain Loan Modification Agreement Fee Letter, dated as of the date hereof, between the Borrower and the Administrative Agent andSection 5(f)) and other amounts, fees, costs and expenses due and payable on or prior to the Loan Modification Effective Date to the extent invoiced pursuant to Section 11.3 of the Credit Agreement.
(f) The payment by the Borrower in immediately available funds to the Administrative Agent, for the account of each relevant Accepting Lender, the following non-refundable fees:
(i) for each Accepting Lender agreeing to convert its Revolving A Loan Commitment to a 2014 Revolving Loan Commitment hereunder, 1.00% of the amount of such Accepting Lender’s 2014 Revolving Loan Commitment on the Loan Modification Effective Date;
(ii) for each Accepting Lender agreeing to convert its Term A Loans and/or Term A-1 Loans, as the case may be, to Term C Loans hereunder, 0.25% of the aggregate amount of such Accepting Lender’s outstanding Term C Loans on the Loan Modification Effective Date; and
(iii) for each Accepting Lender agreeing to convert its Term B Loans to Term D Loans hereunder, 0.05% of the aggregate amount of such Accepting Lender’s outstanding Term D Loans on the Loan Modification Effective Date.
SECTION 6.Certain Agreements. For the avoidance of doubt and without limiting the application thereof, the parties hereto hereby agree that the provisions of Sections 11.3 and 11.4 of the Credit Agreement shall apply to the execution and delivery of, and the performance of the parties’ respective obligations under, this Agreement.
SECTION 7.Applicable Law. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSES SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
SECTION 8.Notices. All notices hereunder shall be given in accordance with the provisions of Section 11.2 of the Credit Agreement.
SECTION 9.Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided inSection 5 above. Delivery of an executed signature page to this Agreement by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually signed counterpart of this Agreement.
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SECTION 10.Headings. The headings and cover page of this Agreement are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.
SECTION 11.Amendment. This Agreement may not be amended, supplemented or otherwise modified other than in a writing signed by each of the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.
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WEIGHT WATCHERS INTERNATIONAL, INC. |
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By: | | /s/ Ann M. Sardini |
Name: | | Ann M. Sardini |
Title: | | Chief Financial Officer |
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The Bank of Nova Scotia, as Administrative Agent, Swing Line Lender and Issuer |
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By: | | /s/ Todd S. Meller |
Name: | | Todd S. Meller |
Title: | | Managing Director |
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JPMORGAN CHASE BANK, N.A., as Issuer |
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By: | | /s/ Alicia T. Schreibstein |
Name: | | Alicia T. Schreibstein |
Title: | | Vice President |
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ABCLO 2007-1, Ltd. By: AllianceBernstein L.P., as Manager |
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By: | | /s/ Michael E. Sohr |
Name: | | Michael E. Sohr |
Title: | | Senior Vice President |
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AIMCO CLO, Series 2005-A |
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By: | | /s/ Chris Goergen |
Name: | | Chris Goergen |
Title: | | Authorized Signatory |
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By: | | /s/ Marvin L. Lutz, III |
Name: | | Marvin L. Lutz, III |
Title: | | Authorized Signatory |
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American Savings Bank, F.S.B. |
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By: | | /s/Carl A. Morita |
Name: | | Carl A. Morita |
Title: | | Vice President |
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Avenue CLO Fund, Ltd. |
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By: | | /s/ Sriram Balakrishnan |
Name: | | Sriram Balakrishnan |
Title: | | Portfolio Manager |
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BABSON CLO LTD. 2005-I |
BABSON CLO LTD. 2005-II |
BABSON CLO LTD. 2006-I ST. JAMES RIVER CLO, LTD. |
By: Babson Capital Management LLC as Collateral Manager |
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By: | | /s/ Geoffrey Takacs |
Name: | | Geoffrey Takacs |
Title: | | Director |
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MAPLEWOOD (CAYMAN) LIMITED |
By: Babson Capital Management LLC as Investment Manager |
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By: | | /s/ Geoffrey Takacs |
Name: | | Geoffrey Takacs |
Title: | | Director |
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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY |
MASSMUTUAL ASIA LIMITED C.M. LIFE INSURANCE COMPANY BILL & MELINDA GATES FOUNDATION TRUST |
By: Babson Capital Management LLC as Investment Advisor |
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By: | | /s/ Geoffrey Takacs |
Name: | | Geoffrey Takacs |
Title: | | Director |
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XELO VII LIMITED |
By: Babson Capital Management LLC as Sub-Advisor |
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By: | | /s/ Geoffrey Takacs |
Name: | | Geoffrey Takacs |
Title: | | Director |
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BANK OF AMERICA, N.A. |
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By: | | /s/ Louise Duchi |
Name: | | Louise Duchi |
Title: | | Senior Vice President |
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THE BANK OF NEW YORK MELLON |
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By: | | /s/ Donald G. Cassidy, Jr. |
Name: | | Donald G. Cassidy, Jr. |
Title: | | Managing Director |
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The Bank of Nova Scotia |
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By: | | /s/ Todd Meller |
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Name: | | Todd Meller |
Title: | | Managing Director |
| | The Bank of Nova Scotia |
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INWOOD PARK CDO LTD. |
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By: Blackstone Debt Advisors L.P. as Collateral Manager |
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By: | | /s/ Daniel H. Smith |
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Name: | | Daniel H. Smith |
Title: | | Authorized Signatory |
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BLUEMOUNTAIN CLO LTD. |
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By: BLUEMOUNTAIN CAPITAL MANAGEMENT LLC. |
Its Collateral Manager |
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By: | | /s/ Michael Abatemarco |
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Name: | | Michael Abatemarco |
Title: | | Associate |
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Caja Mediterraneo – Miami Agency |
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By: | | /s/ Dario Fuentes Alvarez |
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Name: | | Dario Fuentes Alvarez |
Title: | | General Manager – Miami Agency |
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Capital One, N.A. |
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By: | | /s/ Enrico Panno |
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Name: | | Enrico Panno |
Title: | | Senior Vice President |
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WHITNEY CLO I |
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By: | | /s/ John M. Casparian |
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Name: | | John M. Casparian |
Title: | | Co-President |
| | Churchill Pacific Asset Management LLC |
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SHASTA CLO I |
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By: | | /s/ John M. Casparian |
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Name: | | John M. Casparian |
Title: | | Co-President |
| | Churchill Pacific Asset Management LLC |
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SIERRA CLO II |
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By: | | /s/ John M. Casparian |
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Name: | | John M. Casparian |
Title: | | Co-President |
| | Churchill Pacific Asset Management LLC |
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COA Caerus CLO Ltd. |
By: FS COA Management, LLC, as Investment Manager |
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By: | | /s/ John W. Fraser |
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Name: | | John W. Fraser |
Title: | | Manager |
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ColumbusNova CLO Ltd. 2006-I |
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By: | | /s/ David Felty |
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Name: | | David Felty |
Title: | | Director |
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ColumbusNova CLO Ltd. 2006-II |
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By: | | /s/ David Felty |
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Name: | | David Felty |
Title: | | Director |
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ColumbusNova CLO Ltd. 2007-I |
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By: | | /s/ David Felty |
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Name: | | David Felty |
Title: | | Director |
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ColumbusNova CLO IV Ltd. 2007-II |
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By: | | /s/ David Felty |
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Name: | | David Felty |
Title: | | Director |
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CRATOS CLO I LTD |
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By: | | /s/ Jeremy Phipps |
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Name: | | Jeremy Phipps |
Title: | | Director |
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CREDIT INDUSTRIEL ET COMMERCIAL |
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By: | | /s/ Brian O’Leary |
Name: | | Brian O’Leary |
Title: | | Managing Director |
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By: | | /s/ Marcus Edward |
Name: | | Marcus Edward |
Title: | | Managing Director |
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Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch) |
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By: | | /s/ Doreen Barr |
Name: | | Doreen Barr |
Title: | | Director |
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By: | | /s/ Lynne-Marie Paquette |
Name: | | Lynne-Marie Paquette |
Title: | | Associate |
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BRIDGEPORT CLO II LTD. |
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By: Deerfield Capital Management LLC as its Collateral Manager |
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By: | | /s/ Scott Morrison |
Name: | | Scott Morrison |
Title: | | Managing Director |
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SCHILLER PARK CLO LTD. |
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By: Deerfield Capital Management LLC as its Collateral Manager |
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By: | | /s/ Scott Morrison |
Name: | | Scott Morrison |
Title: | | Managing Director |
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Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO IV, LTD. |
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By: | | /s/ David P. Dekker |
Name: | | David P. Dekker |
Title: | | Chief Financial Officer |
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Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO V, LTD. |
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By: | | /s/ David P. Dekker |
Name: | | David P. Dekker |
Title: | | Chief Financial Officer |
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Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO VI, LTD. |
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By: | | /s/ David P. Dekker |
Name: | | David P. Dekker |
Title: | | Chief Financial Officer |
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Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO VII, LTD. |
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By: | | /s/ David P. Dekker |
Name: | | David P. Dekker |
Title: | | Chief Financial Officer |
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Denali Capital LLC, managing member of DC Funding Partners LLC, Collateral Manager for Spring Road CLO 2007-I, LTD. |
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By: | | /s/ David P. Dekker |
Name: | | David P. Dekker |
Title: | | Chief Financial Officer |
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Dryden XVI – Leveraged Loan CDO 2006 |
By: Prudential Investment Management, Inc., as Collateral Manager |
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By: | | /s/ Joseph Lemanowicz |
Name: | | Joseph Lemanowicz |
Title: | | Vice President |
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Dryden IX – Senior Loan Fund 2005 p.l.c. |
By: Prudential Investment Management, Inc., |
Collateral Manager |
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By: | | /s/ Joseph Lemanowicz |
Name: | | Joseph Lemanowicz |
Title: | | Vice President |
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Dryden XVIII Leveraged Loan 2007 Ltd. |
By: Prudential Investment Management, Inc., as Collateral Manager |
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By: | | /s/ Joseph Lemanowicz |
Name: | | Joseph Lemanowicz |
Title: | | Vice President |
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Duane Street CLO I, Ltd. |
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By: DiMaio Ahmad Capital LLC, as Collateral Manager |
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By: | | /s/ Paul Travers |
Name: | | Paul Travers |
Title: | | Principal Authorized Signatory |
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Duane Street CLO II, Ltd. |
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By: DiMaio Ahmad Capital LLC, as Collateral Manager |
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By: | | /s/ Paul Travers |
Name: | | Paul Travers |
Title: | | Principal Authorized Signatory |
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Duane Street CLO III, Ltd. |
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By: DiMaio Ahmad Capital LLC, as Collateral Manager |
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By: | | /s/ Paul Travers |
Name: | | Paul Travers |
Title: | | Principal Authorized Signatory |
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Duane Street CLO IV, Ltd. |
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By: DiMaio Ahmad Capital LLC, as Collateral Manager |
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By: | | /s/ Paul Travers |
Name: | | Paul Travers |
Title: | | Principal Authorized Signatory |
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Eaton Vance CDO VIII, Ltd. |
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By: Eaton Vance Management as Investment Advisor |
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By: | | /s/ Michael B. Botthof |
Name: | | Michael B. Botthof |
Title: | | Vice President |
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Eaton Vance CDO IX, Ltd. |
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By: Eaton Vance Management as Investment Advisor |
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By: | | /s/ Michael B. Botthof |
Name: | | Michael B. Botthof |
Title: | | Vice President |
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Eaton Vance VT Floating-Rate Income Fund |
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By: Eaton Vance Management as Investment Advisor |
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By: | | /s/ Michael B. Botthof |
Name: | | Michael B. Botthof |
Title: | | Vice President |
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Eaton Vance Institutional Senior Loan Fund |
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By: Eaton Vance Management as Investment Advisor |
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By: | | /s/ Michael B. Botthof |
Name: | | Michael B. Botthof |
Title: | | Vice President |
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Big Sky III Senior Loan Trust |
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By: Eaton Vance Management as Investment Advisor |
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By: | | /s/ Michael B. Botthof |
Name: | | Michael B. Botthof |
Title: | | Vice President |
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ERSTE GROUP BANK AG |
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By: | | /s/ Paul Judicke |
Name: | | Paul Judicke |
Title: | | Director |
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By: | | /s/ Bryan Lynch |
Name: | | Bryan Lynch |
Title: | | Executive Director |
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Eagle Creek CLO, Ltd. |
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By: | | /s/ Bryan Higgins |
Name: | | Bryan Higgins |
Title: | | Authorized Signor |
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Fortis Bank SA/NV, New York Branch, As Co-Documentation Agent |
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By: | | /s/ Douglas Riahi |
Name: | | Douglas Riahi |
Title: | | Managing Director |
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By: | | /s/ John W. Deegan |
Name: | | John W. Deegan |
Title: | | Director |
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Four Corners CLO II, Ltd. |
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By: | | /s/ Matthew Garvis |
Name: | | Matthew Garvis |
Title: | | Vice President |
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Four Corners CLO 2005-I, Ltd. |
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By: Four Corners Capital Management, LLC as Collateral Manager |
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By: | | /s/ John Heitkemper |
Name: | | John Heitkemper |
Title: | | Vice President |
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FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND |
By: Four Corners Capital Management, LLC As Sub-Adviser |
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By: | | /s/ John Heitkemper |
Name: | | John Heitkemper |
Title: | | Vice President |
|
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II |
By: Four Corners Capital Management, LLC As Sub-Adviser |
| |
By: | | /s/ John Heitkemper |
Name: | | John Heitkemper |
Title: | | Vice President |
9
| | |
Four Corners CLO III, Ltd. |
|
By: Macquarie Funds Group FKA Four Corners Capital Management, LLC As Collateral Manager |
| |
By: | | /s/ John Heitkemper |
Name: | | John Heitkemper |
Title: | | Vice President |
|
Mayport CLO Ltd. |
By: Pacific Investment Management Company LLC, as its Investment Advisor |
| |
By: | | /s/ Arthur Y.D. Ong |
Name: | | Arthur Y.D. Ong |
Title: | | Executive Vice President |
|
Genesis CLO 2007-I |
|
By: Ore Hill Partners as Collateral Manager |
| |
By: | | /s/ Claude Baum |
Name: | | Claude Baum |
Title: | | General Counsel |
|
WATERFRONT CLO 2007-I, LTD. |
| |
By: | | /s/ Kevin S. Buckle |
Name: | | Kevin S. Buckle |
Title: | | Senior Vice President Grandview Capital Management, LLC as Investment Manager |
|
Green Island CBNA Loan Funding LLC |
| |
By: | | /s/ Adam Kaiser |
Name: | | Adam Kaiser |
Title: | | Attorney-in-Fact |
|
GSC GROUP CDO FUND VIII, LIMITED By: GSCP (NJ), L.P., as Collateral Manager By: GSCP (NJ), Inc., its general partner |
| |
By: | | /s/ Eric P. Rubenfeld |
Name: | | Eric P. Rubenfeld |
Title: | | Senior Managing Director, General Counsel and Secretary |
10
| | |
GSC Investment Corp. CLO 2007, LTD. |
|
By: GSC Investment Corp., as Collateral Manager |
By: GSCP (NJ), L.P., as Investment Advisor to GSC Investment Corp |
By: GSCP (NJ), Inc., its general partner |
| |
By: | | /s/ Eric P. Rubenfeld |
Name: | | Eric P. Rubenfeld |
Title: | | Senior Managing Director, General Counsel and Secretary |
|
CHELSEA PARK CLO LTD |
|
By: GSO/BLACKSTONE Debt Funds Management LLC as Collateral Manager |
| |
By: | | /s/ Daniel H. Smith |
Name: | | Daniel H. Smith |
Title: | | Authorized Signatory |
|
COLUMBUS PARK CDO LTD. |
|
By: GSO/BLACKSTONE Debt Funds Management LLC as Collateral Manager |
| |
By: | | /s/ Daniel H. Smith |
Name: | | Daniel H. Smith |
Title: | | Authorized Signatory |
|
Hamilton Floating Rate Fund, LLC |
| |
By: | | /s/ Thomas J. Frangione |
Name: | | Thomas J. Frangione |
Title: | | Vice President |
|
Armstrong Loan Funding, LTD. |
|
By: Highland Capital Management, L.P. As Collateral Manager |
|
By: Strand Advisors, Inc., Its General Partner |
| |
By: | | /s/ James D. Dondero |
Name: | | James D. Dondero |
Title: | | President Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. |
11
| | |
HSBC Bank USA, N. A. |
| |
By: | | /s/ Christopher Mendelsohn |
Name: | | Christopher Mendelsohn |
Title: | | SVP |
|
ING International (II) – Senior Bank Loans Euro |
By: ING Investment Management Co., as its investment manager |
|
ING Investment Management CLO I, LTD. By: ING Investment Management Co. as its investment manager |
|
ING Investment Management CLO II, LTD. ING Investment Management CLO III, LTD. ING Investment Management CLO IV, LTD. ING Investment Management CLO V, LTD. Avenue CLO VI, LTD |
|
By: ING Alternative Asset Management LLC, as its investment manager |
| |
By: | | /s/ Josh Mahon |
Name: | | Josh Mahon |
Title: | | Assistant Vice President |
|
BLT 2009 – I LTD. |
|
By: INVESCO Senior Secured Management, Inc. as Collateral Manager |
| |
By: | | /s/ Thomas Ewald |
Name: | | Thomas Ewald |
Title: | | Authorized Signatory |
|
BANK LEUMI USA |
| |
By: | | /s/ Joung Hee Hong |
Name: | | Joung Hee Hong |
Title: | | First Vice President |
|
PPM America, Inc., as Attorney-in-fact, on behalf of Jackson National Life Insurance Company |
| |
By: | | /s/ David C. Wagner |
Name: | | David C. Wagner |
Title: | | Managing Director |
12
| | |
PPM GRAYHAWK CLO, LTD. PPM America, Inc. as Collateral Manager |
| |
By: | | /s/ David C. Wagner |
Name: | | David C. Wagner |
Title: | | Managing Director |
|
JPMorgan Chase Bank, N.A. |
| |
By: | | /s/ Alicia Schreibstein |
Name: | | Alicia Schreibstein |
Title: | | Vice President |
|
LATITUDE CLO II, LTD |
| |
By: | | /s/ Kirk Wallace |
Name: | | Kirk Wallace |
Title: | | Senior Vice President |
|
Premium Loan Trust I, Ltd. |
| |
By: | | /s/ Colin Donlan |
Name: | | Colin Donlan |
Title: | | Senior Vice President |
|
BlackRock Senior Income Series BlackRock Senior Income Series II BlackRock Senior Income Series IV Magnetite V CLO, Limited |
| |
By: | | /s/ Zachary Alpern |
Name: | | Zachary Alpern |
Title: | | Authorized Signatory |
|
Golden Knight II CLO, LTD. |
| |
By: | | /s/ Elizabeth MacLean |
Name: | | Elizabeth MacLean |
Title: | | Portfolio Manager |
|
LORD ABBETT & CO. LLC |
AS COLLATERAL MANAGER |
| |
By: | | /s/ Elizabeth MacLean |
Name: | | Elizabeth MacLean |
Title: | | Portfolio Manager |
13
| | |
JERSEY STREET CLO, LTD. |
|
By its Collateral Manager, Massachusetts Financial Services Company (JLX) |
| |
By: | | /s/ David J. Coley |
Name: | | David J. Coley |
Title: | | As authorized representative and not individually |
|
MARLBOROUGH STREET CLO, LTD. |
|
By its Collateral Manager, Massachusetts Financial Services Company (MLX) |
| |
By: | | /s/ David J. Coley |
Name: | | David J. Coley |
Title: | | As authorized representative and not individually |
|
Mizuho Corporate Bank Limited |
| |
By: | | /s/ James R. Fayen |
Name: | | James R. Fayen |
Title: | | Deputy General Manager |
|
VENTURE III CDO LIMITED |
By its investment advisor, |
MJX Asset Management LLC |
| |
By: | | /s/ Michael G. Regan |
Name: | | Michael G. Regan |
Title: | | Managing Director |
|
VENTURE IV CDO LIMITED |
By its investment advisor, |
MJX Asset Management LLC |
| |
By: | | /s/ Michael G. Regan |
Name: | | Michael G. Regan |
Title: | | Managing Director |
|
VENTURE VII CDO LIMITED By its investment advisor, MJX Asset Management LLC |
| |
By: | | /s/ Michael G. Regan |
Name: | | Michael G. Regan |
Title: | | Managing Director |
14
| | |
VENTURE VIII CDO LIMITED By its investment advisor, MJX Asset Management LLC |
| |
By: | | /s/ Michael G. Regan |
Name: | | Michael G. Regan |
Title: | | Managing Director |
|
Morgan Stanley Investment Management Croton, Ltd. By: Morgan Stanley Investment Management Inc. as Collateral Manager |
| |
By: | | /s/ John Hayes |
Name: | | John Hayes |
Title: | | Executive Director |
|
QUALCOMM Global Trading, Inc. By: Morgan Stanley Investment Management Inc. as Investment Manager |
| |
By: | | /s/ John Hayes |
Name: | | John Hayes |
Title: | | Executive Director |
|
MSIM Peconic Bay, Ltd. By: Morgan Stanley Investment Management Inc. as Collateral Manager |
| |
By: | | /s/ John Hayes |
Name: | | John Hayes |
Title: | | Executive Director |
|
Confluent 3 Limited By: Morgan Stanley Investment Management Inc. as Investment Manager |
| |
By: | | /s/ John Hayes |
Name: | | John Hayes |
Title: | | Executive Director |
|
Natixis |
| |
By: | | /s/ Pieter Van Tulder |
Name: | | Pieter Van Tulder |
Title: | | Managing Director |
| |
By: | | /s/ Olivier Plusquellec |
Name: | | Olivier Plusquellec |
Title: | | Associate Director |
15
| | |
Navigare Funding I CLO, Ltd. |
By: Navigare Partners, LLC |
Its Collateral Manager |
| |
By: | | /s/ Scott Van den Bosch |
Name: | | Scott Van den Bosch |
Title: | | Senior Vice President |
| | |
Navigare Funding II CLO, Ltd. |
By: Navigare Partners, LLC |
As Collateral Manager |
| |
By: | | /s/ Scott Van den Bosch |
Name: | | Scott Van den Bosch |
Title: | | Senior Vice President |
|
Navigare Funding III CLO, Ltd. |
By: Navigare Partners, LLC |
As Collateral Manager |
| |
By: | | /s/ Scott Van den Bosch |
Name: | | Scott Van den Bosch |
Title: | | Senior Vice President |
|
Clydesdale CLO 2004, Ltd. NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT MANAGER |
| |
By: | | /s/ Robert Hoffman |
Name: | | Robert Hoffman |
Title: | | Executive Director |
|
Clydesdale CLO 2006, Ltd. NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT MANAGER |
| |
By: | | /s/ Robert Hoffman |
Name: | | Robert Hoffman |
Title: | | Executive Director |
16
| | |
Clydesdale CLO 2005, Ltd. NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT MANAGER |
| |
By: | | /s/ Robert Hoffman |
Name: | | Robert Hoffman |
Title: | | Executive Director |
|
Clydesdale Strategic CLO I, Ltd. NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT MANAGER |
| |
By: | | /s/ Robert Hoffman |
Name: | | Robert Hoffman |
Title: | | Executive Director |
|
OAK HILL CREDIT PARTNERS V, LIMITED |
|
By: Oak Hill Advisors, L.P. as Portfolio Manager |
| |
By: | | /s/ Scott D. Krase |
Name: | | Scott D. Krase |
Title: | | Authorized Person |
|
OCTAGON INVESTMENT PARTNERS VII, LTD. |
By: Octagon Credit Investors, LLC |
as collateral manager |
|
OCTAGON INVESTMENT PARTNERS VIII, LTD. |
By: Octagon Credit Investors, LLC |
as collateral manager |
|
OCTAGON INVESTMENT PARTNERS X, LTD. |
By: Octagon Credit Investors, LLC |
as Collateral Manager |
|
HAMLET II, LTD. |
By: Octagon Credit Investors, LLC |
as Portfolio Manager |
| |
By: | | /s/ Donald C. Young |
Name: | | Donald C. Young |
Title: | | Portfolio Manager |
|
OWS CLO I, Ltd. |
| |
By: | | /s/ Ronald M. Grobeck |
Name: | | Ronald M. Grobeck |
Title: | | Managing Director |
17
| | |
One Wall Street CLO II, Ltd |
| |
By: | | /s/ Ronald M. Grobeck |
Name: | | Ronald M. Grobeck |
Title: | | Managing Director |
|
One Wall Street CLO III, Ltd |
| |
By: | | /s/ Thomas J. Frangione |
Name: | | Thomas J. Frangione |
Title: | | Vice President |
|
Pangaea CLO 2007-1 LTD. |
|
By: Pangaea Asset Management, LLC, its Collateral Manager |
| |
By: | | /s/ Michael P. King |
Name: | | Michael P. King |
Title: | | Senior Managing Director |
|
Pacifica CDO III Ltd. |
| |
By: | | /s/ Ronald M. Grobeck |
Name: | | Ronald M. Grobeck |
Title: | | Managing Director |
|
Pacifica CDO IV Ltd. |
| |
By: | | /s/ Ronald M. Grobeck |
Name: | | Ronald M. Grobeck |
Title: | | Managing Director |
|
Pacifica CDO V Ltd. |
| |
By: | | /s/ Ronald M. Grobeck |
Name: | | Ronald M. Grobeck |
Title: | | Managing Director |
|
Pacifica CDO VI Ltd. |
| |
By: | | /s/ Ronald M. Grobeck |
Name: | | Ronald M. Grobeck |
Title: | | Managing Director |
|
PNC Bank National Association |
| |
By: | | /s/ Carla Kehres |
Name: | | Carla Kehres |
Title: | | Senior Vice President |
18
| | |
Prospero CLO II BV |
| |
By: | | /s/ Ronald M. Grobeck |
Name: | | Ronald M. Grobeck |
Title: | | Managing Director |
|
Primus CLO I Ltd., as a Lender |
|
By: Primus Asset Management, Inc. as Collateral Manager |
| |
By: | | /s/ Nick Campbell |
Name: | | Nick Campbell |
Title: | | Portfolio Manager |
|
Primus CLO II Ltd., as a Lender |
|
By: Primus Asset Management, Inc. as Collateral Manager |
| |
By: | | /s/ Nick Campbell |
Name: | | Nick Campbell |
Title: | | Portfolio Manager |
|
Gateway CLO Limited |
|
By: Prudential Investment Management, Inc., as Collateral Manager |
| |
By: | | /s/ Joseph Lemanowicz |
Name: | | Joseph Lemanowicz |
Title: | | Vice President |
|
Coöperative Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch |
| |
By: | | /s/ Tamira Treffers-Herrera |
Name: | | Tamira Treffers-Herrera |
Title: | | Managing Director |
| |
By: | | /s/ Brett Delfino |
Name: | | Brett Delfino |
Title: | | Executive Director |
|
RBS Citizens, N.A. |
| |
By: | | /s/ Paul Darrigo |
Name: | | Paul Darrigo |
Title: | | Senior Vice President |
19
| | |
|
RiverSource Life Insurance Company |
| | |
| |
By: | | /s/ Robin C. Stancil |
Name: | | Robin C. Stancil |
Title: | | Assistant Vice President |
|
Ameriprise Certificate Company |
| |
By: | | /s/ Robin C. Stancil |
Name: | | Robin C. Stancil |
Title: | | Assistant Vice President |
|
RiverSource Bond Series, Inc |
RiverSource Floating Rate Fund |
| |
By: | | /s/ Robin C. Stancil |
Name: | | Robin C. Stancil |
Title: | | Assistant Vice President |
|
Centurion CDO 8 Limited |
|
By: RiverSource Investments, LLC as Collateral Manager |
| |
By: | | /s/ Robin C. Stancil |
Name: | | Robin C. Stancil |
Title: | | Director of Operations |
|
Centurion CDO 9 Limited |
|
By: RiverSource Investments, LLC as Collateral Manager |
| |
By: | | /s/ Robin C. Stancil |
Name: | | Robin C. Stancil |
Title: | | Director of Operations |
|
Cent CDO 10 Limited |
|
By: RiverSource Investments, LLC as Collateral Manager |
| |
By: | | /s/ Robin C. Stancil |
Name: | | Robin C. Stancil |
Title: | | Director of Operations |
20
| | |
|
By: RiverSource Investments, LLC as Collateral Manager |
| |
By: | | /s/ Robin C. Stancil |
Name: | | Robin C. Stancil |
Title: | | Director of Operations |
|
Cent CDO 12 Limited |
|
By: RiverSource Investments, LLC as Collateral Manager |
| |
By: | | /s/ Robin C. Stancil |
Name: | | Robin C. Stancil |
Title: | | Director of Operations |
|
Cent CDO 14 Limited |
|
By: RiverSource Investments, LLC as Collateral Manager |
| |
By: | | /s/ Robin C. Stancil |
Name: | | Robin C. Stancil |
Title: | | Director of Operations |
|
ROSEDALE CLO LTD. |
|
By: Princeton Advisory Group, Inc. the Collateral Manager |
| |
By: | | /s/ Scott O’Connell |
Name: | | Scott O’Connell |
Title: | | Senior Credit Analyst |
|
ROSEDALE CLO II LTD. |
|
By: Princeton Advisory Group, Inc. the Collateral Manager |
| |
By: | | /s/ Scott O’Connell |
Name: | | Scott O’Connell |
Title: | | Senior Credit Analyst |
|
Sargas CLO I Ltd. |
|
By: Sargas Asset Management, LLC, its Portfolio Manager |
| |
By: | | /s/ Michael P. King |
Name: | | Michael P. King |
Title: | | Senior Managing Director |
21
| | |
| |
By: | | /s/ J.F. Todd |
Name: | | J.F. Todd |
Title: | | Managing Director |
|
GREENS CREEK FUNDING LTD. |
Silvermine Capital Management LLC as Investment Manager |
| |
By: | | /s/ Richard F. Kurth |
Name: | | Richard F. Kurth |
Title: | | Managing Director |
| | Silvermine Capital Management LLC |
|
CANNINGTON FUNDING LTD. |
Silvermine Capital Management LLC as Investment Manager |
| |
By: | | /s/ Richard F. Kurth |
Name: | | Richard F. Kurth |
Title: | | Managing Director |
| | Silvermine Capital Management LLC |
|
Stanfield Vantage CLO, Ltd |
|
By: Stanfield Capital Partners, LLC |
as its Asset Manager |
| |
By: | | /s/ Dan Baldwin |
Name: | | Dan Baldwin |
Title: | | Managing Partner |
|
Stanfield Bristol CLO, Ltd. |
|
By: Stanfield Capital Partners, LLC as its Collateral Manager |
| |
By: | | /s/ Dan Baldwin |
Name: | | Dan Baldwin |
Title: | | Managing Partner |
|
Stanfield Azure CLO, Ltd. |
|
By: Stanfield Capital Partners, LLC as its Collateral Manager |
| |
By: | | /s/ Dan Baldwin |
Name: | | Dan Baldwin |
Title: | | Managing Partner |
22
| | |
|
Stanfield Daytona CLO, Ltd |
| | |
|
By: Stanfield Capital Partners, LLC as its Collateral Manager |
| |
By: | | /s/ Dan Baldwin |
Name: | | Dan Baldwin |
Title: | | Managing Partner |
|
Stanfield McLaren CLO, Ltd. |
|
By: Stanfield Capital Partners, LLC as its Collateral Manager |
| |
By: | | /s/ Dan Baldwin |
Name: | | Dan Baldwin |
Title: | | Managing Partner |
|
Stanfield Arnage CLO Ltd. |
|
By: Stanfield Capital Partners, LLC as its Collateral Manager |
| |
By: | | /s/ Dan Baldwin |
Name: | | Dan Baldwin |
Title: | | Managing Partner |
|
Stanfield Veyron CLO, Ltd |
|
By: Stanfield Capital Partners, LLC as its Collateral Manager |
| |
By: | | /s/ Dan Baldwin |
Name: | | Dan Baldwin |
Title: | | Managing Partner |
|
Renaissance Trust 2009 |
|
By: Stanfield Capital Partners, LLC as its Investment Manager |
| |
By: | | /s/ Dan Baldwin |
Name: | | Dan Baldwin |
Title: | | Managing Partner |
23
| | |
|
By: Stanfield Capital Partners, LLC as its Collateral Manager |
| |
By: | | /s/ Dan Baldwin |
Name: | | Dan Baldwin |
Title: | | Managing Partner |
|
Stoney Lane Funding I, Ltd. |
|
By: HillMark Capital Management, L.P., as Collateral Manager, as Lender |
| |
By: | | /s/ Mark Gold |
Name: | | Mark Gold |
Title: | | CEO |
|
The Sumitomo Trust and Banking Co., Ltd., New York Branch |
| |
By: | | /s/ Suraj P. Bhatia |
Name: | | Suraj P. Bhatia |
Title: | | Senior Managing Director |
|
Founders Grove CLO, Ltd. |
|
By: Tall Tree Investment Management, LLC as Collateral Manager |
| |
By: | | /s/ Brian T. Buscher |
Name: | | Brian T. Buscher |
Title: | | Officer |
|
Grant Grove CLO, Ltd. |
|
By: Tall Tree Investment Management, LLC as Collateral Manager |
| |
By: | | /s/ Brian T. Buscher |
Name: | | Brian T. Buscher |
Title: | | Officer |
|
Muir Grove CLO, Ltd. |
|
By: Tall Tree Investment Management, LLC as Collateral Manager |
| |
By: | | /s/ Brian T. Buscher |
Name: | | Brian T. Buscher |
Title: | | Officer |
|
Toronto Dominion (New York) LLC |
| |
By: | | /s/ Debbi L. Brito |
Name: | | Debbi L. Brito |
Title: | | Authorized Signatory |
24
| | |
Trimaran CLO IV Ltd |
By Trimaran Advisors, L.L.C. |
| |
By: | | /s/ Dominick J. Mazzitelli |
Name: | | Dominick J. Mazzitelli |
Title: | | Managing Director |
|
Trimaran CLO V Ltd |
By Trimaran Advisors, L.L.C. |
| |
By: | | /s/ Dominick J. Mazzitelli |
Name: | | Dominick J. Mazzitelli |
Title: | | Managing Director |
|
Trimaran CLO VI Ltd By Trimaran Advisors, L.L.C. |
| |
By: | | /s/ Dominick J. Mazzitelli |
Name: | | Dominick J. Mazzitelli |
Title: | | Managing Director |
|
Trimaran CLO VII Ltd |
By Trimaran Advisors, L.L.C. |
| |
By: | | /s/ Dominick J. Mazzitelli |
Name: | | Dominick J. Mazzitelli |
Title: | | Managing Director |
|
US Bank, N.A. |
| |
By: | | /s/ Patrick McGraw |
Name: | | Patrick McGraw |
Title: | | Vice President US BANK, N.A. |
|
OCEAN TRAILS CLO II |
|
By: West Gate Horizons Advisors LLC, |
as Investment Manager |
| |
By: | | /s/ Cheryl A. Wasilewski |
Name: | | Cheryl A. Wasilewski |
Title: | | Senior Credit Analyst |
|
Veritas CLO I, Ltd. |
| |
By: | | /s/ Ronald M. Grobeck |
Name: | | Ronald M. Grobeck |
Title: | | Managing Director |
25
| | |
Veritas CLO II, Ltd. |
| |
By: | | /s/ Ronald M. Grobeck |
Name: | | Ronald M. Grobeck |
Title: | | Managing Director |
|
Wells Fargo Bank, N.A. |
| |
By: | | /s/ C. Scott Fields |
Name: | | C. Scott Fields |
Title: | | Senior Vice President |
|
Westwood CDO I Ltd. |
| |
By: | | /s/ Ronald M. Grobeck |
Name: | | Ronald M. Grobeck |
Title: | | Managing Director |
|
WG HORIZONS CLO I |
|
By: West Gate Horizons Advisors LLC, as Manager |
| |
By: | | /s/ Cheryl A. Wasilewski |
Name: | | Cheryl A. Wasilewski |
Title: | | Senior Credit Analyst |
|
WhiteHorse I, Ltd. |
|
By: WhiteHorse Capital Partners, L.P. As collateral manager |
|
By: WhiteRock Asset Advisor, LLC, its G.P. |
| |
By: | | /s/ Jay Carvell |
Name: | | Jay Carvell |
Title: | | Portfolio Manager |
|
WhiteHorse V, Ltd. |
|
By: WhiteHorse Capital Partners, L.P. As collateral manager |
|
26
| | |
By: WhiteRock Asset Advisor, LLC, its G.P. |
| |
By: | | /s/ Jay Carvell |
Name: | | Jay Carvell |
Title: | | Portfolio Manager |
|
Yorkville CBNA Loan Funding LLC |
| |
By: | | /s/ Adam Kaiser |
Name: | | Adam Kaiser |
Title: | | Attorney-in-Fact |
27
Schedule I
Revolving Loan Commitments
| | |
Revolving Lenders | | Revolving A Loan Commitments Converted into Other Revolving Loan Commitments |
Bank Leumi USA | | 13,235,294.12 |
Bank of America, N.A. | | 38,235,294.12 |
Crédit Industriel et Commercial | | 11,764,705.88 |
Credit Suisse AG, Cayman Island Branch (f/k/a Credit Suisse, Cayman Islands Branch) | | 6,323,529.41 |
Fortis Bank SA/NV, New York Branch | | 28,764,705.88 |
HSBC Bank USA, N.A. | | 17,647,058.82 |
JPMorgan Chase Bank, N.A. | | 38,676,470.59 |
Mizuho Corporate Bank Limited | | 17,647,058.82 |
Natixis | | 8,823,529.41 |
Capital One, N.A. (f/k/a North Fork Bank) | | 8,823,529.41 |
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch | | 14,705,882.35 |
RBS Citizens, N.A. | | 25,058,823.53 |
Toronto Dominion (New York) LLC | | 8,823,529.41 |
The Bank of New York Mellon | | 5,882,352.94 |
The Bank of Nova Scotia | | 41,176,470.63 |
US Bank, N.A. | | 23,529,411.76 |
Wells Fargo Bank, N.A. (f/k/a Wachovia Bank National Association) | | 23,529,411.76 |
Schedule II
Term A Loans
| | |
Term A Lender | | Term A Loans Converted into Term C Loans |
XELO VII Limited | | 742,857.14 |
Babson CLO LTD. 2005-I | | 147,370.82 |
Babson CLO LTD. 2005-II | | 29,984.95 |
Babson CLO LTD. 2006-I | | 29,962.98 |
Bill & Melinda Gates Foundation Trust | | 3,271,848.76 |
C.M. Life Insurance Company | | 44,345.16 |
Maplewood (Cayman) Limited | | 663,168.61 |
Massachusetts Mutual Life Insurance Company | | 325,197.63 |
Bank Leumi USA | | 6,022,058.82 |
Bank of America, N.A. | | 17,397,058.83 |
Caja Mediterráneo – Miami Agency | | 3,250,000.00 |
Crédit Industriel et Commercial | | 5,352,941.16 |
Fortis Bank SA/NV, New York Branch | | 16,727,941.17 |
HSBC Bank USA, N.A. | | 8,029,411.78 |
ING Investment Management CLO III, Ltd. | | 29,984.95 |
JPMorgan Chase Bank, N.A. | | 18,735,294.12 |
Mizuho Corporate Bank Limited | | 8,029,411.79 |
Natixis | | 4,014,705.88 |
Capital One, N.A. (f/k/a North Fork Bank) | | 4,014,705.88 |
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch | | 6,691,176.49 |
RBS Citizens, N.A. | | 8,029,411.77 |
Scotiabanc Inc. | | 18,735,294.07 |
Toronto Dominion (New York) LLC | | 7,417,986.79 |
The Bank of New York Mellon | | 2,676,470.57 |
The Bank of Nova Scotia | | 29,984.88 |
US Bank, N.A. | | 630,882.35 |
Wells Fargo Bank, N.A. (f/k/a Wachovia Bank National Association) | | 10,705,882.33 |
Term A-1 Loans
| | |
Term A-1 Lender | | Term A-1 Loans Converted into Term C Loans |
American Savings Bank, F.S.B. | | 4,000,000.00 |
Avenue CLO VI, Ltd. | | 1,200,000.00 |
Babson CLO LTD. 2005-I | | 181,379.46 |
Babson CLO LTD. 2005-II | | 36,904.56 |
Babson CLO LTD. 2006-I | | 6,441.18 |
C.M. Life Insurance Company | | 9,532.91 |
Maplewood (Cayman) Limited | | 422,024.66 |
Massachusetts Mutual Life Insurance Company | | 69,908.12 |
Bank of America, N.A. | | 39,200,000.00 |
Caja Mediterráneo – Miami Agency | | 12,000,000.00 |
Whitney CLO I | | 831,168.83 |
Cratos CLO I Ltd. | | 2,368,831.17 |
Credit Suisse AG, Cayman Island Branch (f/k/a Credit Suisse, Cayman Islands Branch) | | 7,800,000.00 |
Erste Group Bank AG | | 8,800,000.00 |
Fortis Bank SA/NV, New York Branch | | 22,000,000.00 |
HSBC Bank USA, N.A. | | 8,000,000.00 |
ING Investment Management CLO III, Ltd. | | 36,904.56 |
JPMorgan Chase Bank, N.A. | | 41,400,000.00 |
Mizuho Corporate Bank Limited | | 16,000,000.00 |
Natixis | | 28,000,000.00 |
Capital One, N.A. (f/k/a North Fork Bank) | | 13,600,000.00 |
PNC Bank National Association | | 16,000,000.00 |
Dryden IX – Senior Loan Fund 2005 p.l.c. | | 2,400,000.00 |
Dryden XVI Leveraged Loan CDO 2006 | | 1,200,000.00 |
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch | | 16,000,000.00 |
The Sumitomo Trust and Banking Co., Ltd., New York Branch | | 3,200,000.00 |
Founders Grove CLO, Ltd. | | 737,516.01 |
Grant Grove CLO, Ltd. | | 737,516.00 |
Muir Grove CLO, Ltd. | | 1,229,193.35 |
| | |
Term A-1 Lender | | Term A-1 Loans Converted into Term C Loans |
Toronto Dominion (New York) LLC | | 28,000,000.00 |
Hamilton Floating Rate Fund, LLC | | 1,600,000.00 |
The Bank of Nova Scotia | | 24,036,904.55 |
Trimaran CLO VI Ltd | | 800,000.00 |
Trimaran CLO IV Ltd | | 400,000.00 |
Trimaran CLO VII Ltd | | 400,000.00 |
Schedule III
Term B Loans
| | |
Term B Lenders | | Term B Loans Converted into Term D Loans |
Eagle Creek CLO, Ltd. | | 1,708,558.76 |
Pacifica CDO III Ltd. | | 208,920.88 |
Pacifica CDO IV Ltd. | | 348,201.48 |
Pacifica CDO VI Ltd. | | 348,201.48 |
Westwood CDO I Ltd. | | 417,841.77 |
Pacifica CDO V Ltd. | | 487,482.07 |
Prospero CLO II BV | | 333,168.96 |
Veritas CLO I, Ltd. | | 666,337.92 |
ABCLO 2007-1 Ltd. | | 1,342,746.45 |
AIMCO CLO, Series 2005-A | | 333,168.96 |
Avenue CLO Fund, Ltd. | | 2,326,861.82 |
MassMutual Asia Limited | | 456,641.37 |
St. James River CLO, Ltd. | | 1,999,013.75 |
BlackRock Senior Income Series | | 333,168.96 |
BlackRock Senior Income Series II | | 333,168.96 |
BlackRock Senior Income Series IV | | 499,753.44 |
Magnetite V CLO, Limited | | 333,168.96 |
Inwood Park CDO Ltd. | | 3,331,689.58 |
Bluemountain CLO Ltd. | | 1,342,746.45 |
Green Island CBNA Loan Funding LLC | | 2,029,455.59 |
Shasta CLO I | | 1,699,161.68 |
Sierra CLO II | | 501,757.24 |
Whitney CLO I | | 1,168,095.15 |
ColumbusNova CLO Ltd. 2007-I | | 2,332,482.30 |
ColumbusNova CLO Ltd. 2006-II | | 676,485.20 |
ColumbusNova CLO Ltd. 2006-I | | 1,022,461.27 |
ColumbusNova CLO IV Ltd. 2007-II | | 327,912.51 |
Cratos CLO I Ltd. | | 684,310.97 |
Bridgeport CLO II Ltd. | | 666,337.92 |
Schiller Park CLO Ltd. | | 666,337.92 |
| | |
Term B Lenders | | Term B Loans Converted into Term D Loans |
Denali Capital CLO V, Ltd. | | 1,691,486.70 |
Denali Capital CLO IV, Ltd. | | 1,192,058.63 |
Denali Capital CLO VI, Ltd. | | 2,024,655.65 |
Denali Capital CLO VII, Ltd. | | 3,037,529.41 |
Spring Road CLO 2007-1, Ltd. | | 1,703,346.44 |
Genesis CLO 2007-1 | | 5,197,435.74 |
Duane Street CLO II, Ltd. | | 3,341,836.86 |
Duane Street CLO III, Ltd. | | 2,315,620.93 |
Duane Street CLO I, Ltd. | | 2,165,767.42 |
Duane Street CLO IV, Ltd. | | 2,776,459.28 |
Big Sky III Senior Loan Trust | | 666,337.92 |
Eaton Vance Institutional Senior Loan Fund | | 2,665,351.66 |
Eaton Vance CDO IX Ltd. | | 1,022,513.42 |
Eaton Vance CDO VIII, Ltd. | | 1,022,513.42 |
Eaton Vance VT Floating-Rating Income Fund | | 666,337.92 |
Erste Group Bank AG | | 7,420,717.16 |
First Trust/Four Corners Senior Floating Rate Income Fund II | | 1,003,724.22 |
First Trust/Four Corners Senior Floating Rate Income Fund | | 337,386.30 |
Four Corners CLO 2005-1, Ltd. | | 856,475.47 |
Four Corners CLO II, Ltd. | | 333,168.96 |
Four Corners CLO III, Ltd. | | 1,007,941.51 |
COA Caerus CLO Ltd. | | 1,017,309.81 |
Waterfront CLO 2007-1, Ltd. | | 1,999,013.75 |
GSC Investment Corp. CLO 2007, LTD. | | 2,769,773.04 |
GSC Group CDO Fund VIII, Limited | | 2,798,619.24 |
Chelsea Park CLO Ltd. | | 2,024,317.70 |
Columbus Park CDO Ltd. | | 999,506.87 |
Armstrong Loan Funding, Ltd. | | 1,674,215.84 |
Stoney Lane Funding I, Ltd. | | 3,331,689.58 |
ING International (II) – Senior Bank Loans Euro | | 986,045.51 |
ING Investment Management CLO IV, Ltd. | | 885,692.79 |
ING Investment Management CLO II, Ltd. | | 1,332,675.83 |
ING Investment Management CLO III, Ltd. | | 2,019,622.13 |
| | |
Term B Lenders | | Term B Loans Converted into Term D Loans |
ING Investment Management CLO I, Ltd. | | 892,423.48 |
ING Investment Management CLO V, Ltd. | | 2,334,687.72 |
BLT 2009 – 1 Ltd. | | 233,218.27 |
Golden Knight II CLO, Ltd. | | 1,140,863.52 |
Latitude CLO II, LTD | | 656,190.63 |
Jersey Street CLO, Ltd. | | 461,904.09 |
Marlborough Street CLO, Ltd. | | 458,883.06 |
Mizuho Corporate Bank Limited | | 6,663,379.15 |
Venture III CDO Limited | | 674,772.55 |
Venture IV CDO Limited | | 674,772.55 |
Venture VII CDO Limited | | 1,332,675.83 |
Venture VIII CDO Limited | | 1,999,013.75 |
Confluent 3 Limited | | 1,315,052.27 |
MSIM Peconic Bay, Ltd. | | 783,926.92 |
Morgan Stanley Investment Management Croton, Ltd. | | 1,070,169.99 |
Qualcomm Global Trading, Inc. | | 2,479,443.26 |
Natixis | | 2,993,510.58 |
Navigare Funding I CLO, Ltd. | | 686,946.30 |
Navigare Funding II CLO, Ltd. | | 686,946.30 |
Navigare Funding III CLO, Ltd. | | 666,337.92 |
Clydesdale CLO 2004, Ltd. | | 666,337.92 |
Clydesdale CLO 2005, Ltd. | | 999,506.87 |
Clydesdale CLO 2006, Ltd. | | 2,332,182.70 |
Clydesdale Strategic CLO I, Ltd. | | 666,337.92 |
Capital One, N.A. (f/k/a North Fork Bank) | | 1,999,013.75 |
Oak Hill Credit Partners V, Limited | | 5,022,647.61 |
Hamlet II, Ltd. | | 1,490,534.72 |
Octagon Investment Partners VII, Ltd. | | 796,857.71 |
Octagon Investment Partners VIII, Ltd. | | 1,483,804.02 |
Octagon Investment Partners X, Ltd. | | 733,185.19 |
Mayport CLO Ltd. | | 1,999,013.75 |
Pangaea CLO 2007-1 LTD. | | 678,206.53 |
Sargas CLO I LTD. | | 2,024,343.73 |
| | |
Term B Lenders | | Term B Loans Converted into Term D Loans |
PNC Bank National Association | | 3,331,689.58 |
Jackson National Life Insurance Company | | 4,004,724.32 |
PPM Grayhawk CLO, Ltd. | | 1,373,892.61 |
Primus CLO I Ltd. | | 2,000,683.74 |
Primus CLO II Ltd. | | 2,765,668.85 |
Rosedale CLO Ltd. | | 1,332,675.83 |
Rosedale CLO II Ltd. | | 1,999,013.75 |
Dryden XVIII Leveraged Loan 2007 Ltd. | | 1,665,844.79 |
Gateway CLO Limited | | 1,488,267.41 |
Yorkville CBNA Loan Funding LLC | | 64,619.69 |
Veritas CLO II, Ltd. | | 333,168.96 |
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch | | 3,331,689.58 |
Ameriprise Certificate Company | | 860,545.89 |
Cent CDO 10 Limited | | 799,605.50 |
Cent CDO 12 Limited | | 1,232,725.14 |
Cent CDO 14 Limited | | 1,016,165.32 |
Cent CDO XI Limited | | 1,415,968.07 |
Centurion CDO 8 Limited | | 1,232,725.14 |
Centurion CDO 9 Limited | | 1,632,527.89 |
RiverSource Life Insurance Company | | 759,119.15 |
RiverSource Bond Series, Inc. – RiverSource Floating Rate Fund | | 739,771.07 |
Scotiabanc Inc. | | 16,753,651.03 |
Cannington Funding Ltd. | | 1,332,675.83 |
Greens Creek Funding Ltd. | | 2,333,852.69 |
Eagle Loan Trust | | 937,210.57 |
Stanfield Arnage CLO Ltd. | | 1,528,518.30 |
Stanfield Bristol CLO, Ltd. | | 1,062,081.76 |
Stanfield Vantage CLO, Ltd. | | 1,269,055.60 |
Stanfield Veyron CLO, Ltd. | | 1,233,068.43 |
Stanfield Daytona CLO, Ltd. | | 1,062,081.76 |
Stanfield McLaren CLO, Ltd. | | 1,385,154.70 |
Renaissance Trust 2009 | | 3,114,144.81 |
| | |
Term B Lenders | | Term B Loans Converted into Term D Loans |
Stanfield Azure CLO, Ltd. | | 1,065,430.21 |
The Sumitomo Trust and Banking Co., Ltd., New York Branch | | 999,506.87 |
Founders Grove CLO, Ltd. | | 979,420.41 |
Grant Grove CLO, Ltd. | | 979,420.42 |
Muir Grove CLO, Ltd. | | 1,632,367.35 |
Hamilton Floating Rate Fund, LLC | | 1,439,760.47 |
One Wall Street CLO III Ltd. | | 2,667,021.64 |
OWS CLO I Ltd. | | 3,335,029.63 |
One Wall Street CLO II Ltd. | | 2,665,351.66 |
The Bank of Nova Scotia | | 3,092,814.52 |
Trimaran CLO VI Ltd | | 335,567.11 |
Trimaran CLO IV Ltd | | 1,658,766.47 |
Trimaran CLO V Ltd | | 1,985,136.06 |
Trimaran CLO VII Ltd | | 2,008,211.27 |
Ocean Trails CLO II | | 2,665,351.66 |
WG Horizons CLO I | | 1,999,013.75 |
WhiteHorse I, Ltd. | | 1,332,675.83 |
WhiteHorse V, Ltd. | | 3,331,689.58 |