Filed Pursuant to Rule 424(b)(3)
Registration No. 333-158666
PROSPECTUS SUPPLEMENT NO. 4
(to Prospectus dated July 23, 2009)
KAR HOLDINGS, INC.
$150,000,000 Floating Rate Senior Notes Due 2014
$450,000,000 8 3/4% Senior Notes Due 2014
$425,000,000 10% Senior Subordinated Notes Due 2015
Attached hereto and incorporated by reference herein is our Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 28, 2009. You should read this Prospectus Supplement No. 4 in connection with the prospectus, dated July 23, 2009, including the prospectus supplements dated August 12, 2009, September 11, 2009 and October 14, 2009. This Prospectus Supplement No. 4 is qualified by reference to the prospectus, including the prospectus supplements dated August 12, 2009, September 11, 2009 and October 14, 2009, except to the extent that the information in this Prospectus Supplement No. 4 supersedes the information contained therein.
SEE “RISK FACTORS” BEGINNING ON PAGE 16 OF THE PROSPECTUS AND UNDER ITEM 1A IN THE ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008 FOR A DISCUSSION OF CERTAIN RISKS YOU SHOULD CONSIDER BEFORE INVESTING IN THE NOTES.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.
This prospectus has been prepared for and may be used by Goldman, Sachs & Co. in connection with offers and sales of the notes related to market-making transactions in the notes effected from time to time. Goldman, Sachs & Co. may act as principal or agent in these transactions. Such sales will be made at prevailing market prices at the time of sale, at prices related thereto or at negotiated prices. We will not receive any proceeds from such sales.
GOLDMAN, SACHS & CO.
October 28, 2009
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 2009 (October 23, 2009)
KAR Holdings, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 333-148847 | 20-8744739 | ||
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
13085 Hamilton Crossing Boulevard
Carmel, Indiana 46032
(Address of principal executive offices) (Zip Code)
(800) 923-3725
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 23, 2009, KAR Holdings, Inc. (the “Company”), as borrower, and KAR Holdings II, LLC (the “LLC”), as guarantor, entered into the Second Amendment, dated October 23, 2009 (the “Amendment”), to Credit Agreement, dated April 20, 2007 (as so amended, the “Credit Agreement”), with the several lenders party thereto, Bear Stearns Corporate Lending Inc., as resigning administrative agent, and JPMorgan Chase Bank, N.A., as successor administrative agent. The Amendment also amended the Guarantee and Collateral Agreement, dated April 20, 2007, made by the Company, the LLC and the subsidiary guarantors party thereto in favor of the administrative agent under the Credit Agreement.
The Amendment, among other things, (i) allows KAR Holdings II, LLC to own less than 100% of the outstanding capital stock of the Company, (ii) permits the Company to use a portion of the proceeds from its previously announced proposed initial public offering of common stock (the “Offering”) and any future offering of common stock of the Company plus unrestricted cash on hand at the time of the Offering to repay, redeem, repurchase or defease, or segregate funds with respect to, its unsecured notes, (iii) permits the Company to pay accelerated management fees to its equity sponsors in connection with the termination of the Company’s financial advisory agreements with each of them and (iv) increases the rate of interest on both the term loan and revolving loan borrowings under the Credit Agreement to a rate of LIBOR plus a margin of 2.75%, in each case, after the satisfaction of certain conditions precedent, including the consummation of the Offering and the optional prepayment of $250,000,000 or more of the term loans.
Certain of the lenders and agents and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking, commercial banking and other services for the Company and its affiliates, for which they received or will receive customary fees and expenses.
The above description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference.
FORWARD-LOOKING STATEMENTS
This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and which are subject to certain risks, trends and uncertainties. In particular, statements made in this Report that are not historical facts (including, but not limited to, expectations regarding the Offering) are forward-looking statements. Words such as “will,” “expects,” “intends,” “seeks” and similar expressions identify forward-looking statements. No assurance can be given that the Offering will be consummated. Consummation of the Offering is subject to numerous conditions and factors, many of which are beyond the Company’s control, including conditions prevailing in the capital markets, economic, political and market factors affecting the demand for the Company’s securities, and other factors including those described in “Risk Factors” described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and subsequent filings with the Securities and Exchange Commission. Many of these risk factors are outside of the Company’s control, and as such, they involve risks which are not currently known that could cause actual results to differ materially from those discussed or implied herein. The forward-looking statements in this Report are made as of the date on which they are made and the Company does not undertake to update the Company’s forward-looking statements.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number | Description | |
10.1 | Second Amendment, dated October 23, 2009, to Credit Agreement, dated April 20, 2007 (the “Credit Agreement”), among KAR Holdings, Inc., as borrower, KAR Holdings II, LLC, as guarantor, the several lenders from time to time parties thereto, and the other parties named therein | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: October 28, 2009 | KAR Holdings, Inc. | |
/s/ ERIC M. LOUGHMILLER | ||
| Eric M. Loughmiller | ||
| Executive Vice President and Chief Financial Officer | ||
EXHIBIT INDEX
Exhibit Number | Description | |
| 10.1 | Second Amendment, dated October 23, 2009, to Credit Agreement, dated April 20, 2007 (the “Credit Agreement”), among KAR Holdings, Inc., as borrower, KAR Holdings II, LLC, as guarantor, the several lenders from time to time parties thereto, and the other parties named therein | |
Exhibit 10.1
SECOND AMENDMENT TO CREDIT AGREEMENT
Dated as of October 23, 2009
ThisSECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into betweenKAR HOLDINGS, INC., a Delaware corporation (the “Borrower”),KAR HOLDINGS II, LLC.(“Holdings”), the Lenders,BEAR STEARNS CORPORATE LENDING INC.(the “Resigning Agent”),JPMORGAN CHASE BANK, N.A. (the “Successor Agent”) and each of the other parties signatory hereto.
PRELIMINARY STATEMENTS
1. Reference is made to the Credit Agreement dated as of April 20, 2007 (as amended by that certain First Amendment to Credit Agreement dated June 10, 2009 between KAR Holdings, Inc., and the Lenders and other parties signatory thereto, the “Credit Agreement”), among the Borrower, the lenders and agents party thereto from time to time, Bear Stearns Corporate Lending Inc. as Administrative Agent (the “Administrative Agent”), and the other parties signatory thereto. Capitalized terms used but not otherwise defined herein are used with the meanings given in the Credit Agreement.
2. The Borrower has requested that the Required Lenders agree to amend the Credit Agreement and the Guarantee and Collateral Agreement as provided for herein.
3. The Required Lenders are willing to agree to such amendments to the Credit Agreement and the Guarantee and Collateral Agreement on the terms and subject to the conditions set forth herein.
Now, therefore, in consideration of the premises and the agreements, other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
SECTION 1.Amendments to Credit Agreement.On the terms and subject to the conditions set forth herein:
(a) Section 1.1 of the Credit Agreement is amended
(i) by inserting in such subsection the following definitions in the appropriate alphabetical order:
‘“Second Amendment”: means that certain Second Amendment, dated as of October 23, 2009, by and between the Borrower, and the Lenders and the other parties signatory thereto.
“Second Amendment Effective Date”: means the date of satisfaction of the conditions to effectiveness referred to in Section 3 of the Second Amendment.”
(ii) by deleting each instance of the word “Holdings” in each of the following definitions and substituting the words “the Borrower” therefor: “Capital Expenditures”, “Excluded Redemption Obligation”, “Guarantors”, “Management Advances”, “Management Investors” and “Management Stock Agreements.”
(iii) by deleting the definition of “Continuing Directors” in its entirety and substituting the following new definition of “Continuing Directors therefore:
“Continuing Directors”: the directors of the Borrower on the Second Amendment Effective Date, after giving effect to the initial registered public offering of voting Capital Stock of the Borrower, and each other director of the Borrower whose nomination for election to the board of directors of the Borrower is recommended by at least a majority of the then Continuing Directors or such other director who receives the vote of the Permitted Investors in his or her election to the board of directors of the Borrower by the shareholders of the Borrower.
(iv) by deleting the words “or such Parent” in the definition of “Management Advances.”
(v) by deleting each instance of the words “or any Parent” in each of the following definitions: “Management Investors” and “Management Stock Agreements.”
(vi) by deleting the words “Holdings, the Borrower and their respective Subsidiaries” in the definition of “Group Members” and substituting the words “the Borrower and its Subsidiaries” therefor.
(vii) by deleting the words “Holdings and” in the definition of “Guarantors.”
(viii) by deleting the definition of “Parent” in its entirety and substituting the following new definition of “Parent” therefor:
“Parent”: any Person of which the Borrower at any time is or becomes a Subsidiary after the Closing Date.
(ix) by (A) deleting the word “or” immediately prior to the words “for Investments under Section 8.8(q)” in the third line of the definition of “Available Retained ECF”, (B) inserting the words “or for redeeming, repurchasing, defeasing or otherwise prepaying Unsecured Notes pursuant to Section 8.9(a) hereof” immediately prior to the words “the difference (if a positive number)” in the third line of the definition of “Available Retained ECF”, (C) deleting the word “or” immediately after the words “for Capital Expenditures under clause (iii) of Section 8.7” in the last line of the definition of “Available Retained ECF” and (D) inserting .the words “or for redeeming, repurchasing, defeasing or otherwise prepaying Unsecured Notes pursuant to Section 8.9(a) hereof” immediately after the words “for Investments under Section 8.8(q)” in the last line of the definition of “Available Retained ECF.”
(x) by deleting the definition of “Applicable Margin” in its entirety and substituting the following new definition of “Applicable Margin” therefor:
“Applicable Margin”: for each Type and class of Loan the rate per annum set forth below opposite the description of such Loan:
Eurodollar Initial Term Loans | 2.75 | % | |
Eurodollar Revolving Loans | 2.75 | % | |
Base Rate Initial Term Loans | 1.75 | % | |
Base Rate Revolving Loans and Swingline Loans | 1.75 | % | |
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(xi) by deleting the words “;provided that on and after the first Adjustment Date occurring after the completion of the first full fiscal quarter of the Borrower after the Closing Date, the Commitment Fee Rate will be determined pursuant to the Pricing Grids” at the end of the definition of “Commitment Fee Rate.”
(xii) by deleting the definitions of “Adjustment Date” and “Pricing Grids” in their entirety.
(b) Section 4.2 of the Credit Agreement is hereby amended as follows:
(i) the words “(other than Holdings)” are deleted in their entirety from clause (a) thereof; and
(ii) the words “;provided,however, that notwithstanding anything to the contrary set forth herein (including in the definition of “Excess Cash Flow”), to the extent the optional prepayment of Term Loans actually made in satisfaction of the condition precedent set forth in Section 3(d) of the Second Amendment is made on or prior to April 15, 2010, such prepayment shall be treated for purposes of the definition of “Excess Cash Flow” as if it were made during the 2009 fiscal year (and not during the 2010 fiscal year)” are inserted immediately following the words “such fiscal year” in clause (c) thereof;
(c) Section 5 of the Credit Agreement is hereby amended by deleting the words “Holdings and the Borrower hereby jointly and severally represent and warrant” in the first paragraph thereof in their entirety and substituting the words “the Borrower hereby represents and warrants” therefor;
(d) Sections 5.6, 5.8, 5.9, 5.12, 5.17(b), 5.17(d) or 5.18 of the Credit Agreement are hereby amended by deleting each instance of the words “Holdings or” in such Sections;
(e) Sections 5.10 and 5.17(e) of the Credit Agreement are hereby amended by deleting each instance of the words “Holdings and” in such Sections;
(f) Section 5.15(b) of the Credit Agreement is hereby amended by (i) deleting the words “other than stock options granted to employees, former employees or directors and directors’ qualifying shares” in the parenthetical in such subsection, and (ii) deleting the words “other than Holdings” in such Section in their entirety and substituting the words “(other than the Borrower)” therefor.
(g) Section 7 of the Credit Agreement is hereby amended by deleting the words “Holdings and the Borrower hereby jointly and severally agree” in the first paragraph thereof in their entirety and substituting the words “The Borrower hereby agrees” therefor;
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(h) Section 7.2 of the Credit Agreement is hereby amended by deleting each instance of the words “Holdings,” or “Holdings or” in clause (e) thereof;
(i) Section 7.10 of the Credit Agreement is hereby amended by deleting the words in clause (d) thereof in their entirety and substituting the word “Reserved” therefor;
(j) Section 8 of the Credit Agreement is hereby amended by deleting the words “Holdings and the Borrower hereby jointly and severally agree” the first paragraph thereof in their entirety and substituting the words “The Borrower hereby agrees” therefor;
(k) Section 8.2 of the Credit Agreement is hereby amended by (i) deleting each instance of the word “Holdings” in clauses (i), (j) and (r) thereof and substituting the word “Borrower” therefor, and (ii) deleting the words “or any Parent” in clause (r) thereof;
(l) Section 8.6(b) of the Credit Agreement is hereby deleted in its entirety and the following new Section 8.6(b) is substituted therefor:
“(b) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may (i) purchase the Borrower’s Capital Stock from present or former officers, directors or employees of any Group Member upon the death, disability, retirement or termination of employment or service of such officer, director or employee or otherwise under any stock option or employee stock ownership plan approved by the board of directors of the Borrower, in an aggregate amount (net of any proceeds received by the Borrower in connection with resales of any Capital Stock so purchased) not exceeding $10,000,000 in any fiscal year and (ii) pay accelerated management fees expressly permitted by Section 8.10;”
(m) Section 8.6(c) of the Credit Agreement is hereby deleted in its entirety and the following new Section 8.6(c) is substituted therefor:
“(c) the Borrower may pay dividends or make loans and advances to any Parent to permit any Parent to (i) pay corporate overhead expenses incurred in the ordinary course of business in an aggregate amount not exceeding $5,000,000 in any fiscal year; (ii) pay (A) any taxes, charges or assessments, including but not limited to sales, use, transfer, rental, ad valorem, value-added, stamp, property, consumption, franchise, license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar taxes, charges or assessments (other than federal, state or local taxes measured by income and federal, state or local withholding imposed on payments made by any Parent), required to be paid by any Parent by virtue of its being incorporated or otherwise organized or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than the Borrower, any of its Subsidiaries or any Parent), or being a holding company parent of the Borrower, or having guaranteed any obligations of the Borrower or any Subsidiary thereof, or having made any payment in respect of any of the items for which the Borrower is permitted to make payments to any Parent pursuant to the other clauses of this Section 8.6, or (B) for so long as the Borrower is a member of a group filing a consolidated, combined or unitary tax return with any Parent, amounts necessary for the payment of federal, state or local income taxes payable by such Parent and measured by the income of the Borrower and its Subsidiaries which are payable by such Parent; (iii) to pay expenses incurred by any Parent in connection with offerings, registrations, or exchange listings of equity securities and maintenance of same (A) where the net proceeds of such offering are to be
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received by or contributed to the Borrower, or (B) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed or loaned, or (C) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Borrower or the relevant Subsidiary of the Borrower out of the proceeds of such offering promptly if such offering is completed; (iv) to pay audit costs and any costs (including all professional fees and expenses) incurred by any Parent in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, applicable rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of any reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder; (v) to pay obligations of any Parent under or in respect of director and officer insurance policies or indemnification obligations to directors or officers; (vi) to pay accelerated management fees under the Management Agreement in an aggregate amount not exceeding $10,500,000 contemporaneously with the consummation of the initial registered public offering of voting Capital Stock of the Borrower, so long as no Default under Section 9(a) or 9(f) has occurred and is continuing (it being acknowledged and agreed that no additional management fees under the Management Agreement shall be permitted to be paid thereafter) and (vii) the Borrower may make Restricted Payments the proceeds of which shall be used by any Parent to make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of any Parent;”
(n) Section 8.9 of the Credit Agreement is amended by (i) deleting the word “Holdings” in clause (a) thereof and substituting the words “the Borrower” therefor, (ii) inserting the words “in connection with a Permitted Refinancing therefor or” immediately after the words “other than” in the first parenthetical in clause (a) thereof and (iii) inserting the following words at the end of clause (a) thereof: “;provided,that, (i) substantially contemporaneously with consummation of the initial registered public offering of voting Capital Stock of the Borrower and the occurrence of the Second Amendment Effective Date, the Borrower may redeem, repurchase, defease or otherwise prepay Unsecured Notes in an aggregate amount not to exceed (A) the sum of (1) cash and Cash Equivalents that are not classified as “restricted” for financial statement purposes of the Borrower and its Subsidiaries as of the Second Amendment Effective Date plus (2) the Net Cash Proceeds of the initial registered public offering of voting Capital Stock of the Borrower on the Second Amendment Effective Date minus (B) the amount of any optional prepayment of Term Loans made in satisfaction of the condition precedent set forth in Section 3(d) of the Second Amendment; (ii) after the date on which the Borrower has redeemed, repurchased, defeased or otherwise prepaid Unsecured Notes pursuant to clause (i) above, the Borrower may use proceeds of any subsequent offering of its voting Capital Stock otherwise permitted hereunder to redeem, repurchase, defease or otherwise prepay additional Unsecured Notes with proceeds of such subsequent offering solely to the extent that, at the time of such redemption, repurchase, defeasance or prepayment, the Borrower also make an optional prepayment of Term Loans hereunder pursuant to Section 4.1 hereof in an aggregate principal amount equal to not less than the aggregate cash amount actually used to redeem, repurchase, defease, or otherwise prepay the Unsecured Notes pursuant to this clause (ii), and (iii) on any date after the Second Amendment Effective Date, the Borrower may redeem, repurchase, defease or otherwise prepay Unsecured Notes from and counted against Available Retained ECF if and so long as (A) no Default has occurred and is continuing or would result therefrom, (B) both on a historical and on a pro forma basis (giving effect to such payment and all related transactions, including the Incurrence and use of proceeds of all Indebtedness Incurred in connection therewith) the Consolidated Leverage Ratio on the most recent Test Date did not exceed 4.5 to 1.0 and (C) Available Retained ECF would be a positive number if Available Retained ECF is reduced by the amount of Unsecured Notes redeemed, repurchased, defeased or otherwise prepaid.”
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(o) Section 8.10 of the Credit Agreement is amended by deleting clause (e) in its entirety and substituting the following new clause (e) therefor: “the Borrower and its Subsidiaries may pay accelerated management fees under the Management Agreement in an aggregate amount not exceeding $10,500,000 contemporaneously with the consummation of the initial registered public offering of voting Capital Stock of the Borrower, so long as no Default under Section 9(a) or (f) has occurred and is continuing (it being acknowledged and agreed that no additional management fees under the Management Agreement shall be permitted to be paid thereafter);”
(p) Section 8.10 of the Credit Agreement is amended by deleting the word “Holdings” in clauses (c), (d), (i) and (j) thereof and substituting the words “the Borrower” therefor;
(q) Section 8.10 of the Credit Agreement is amended by deleting the word “and” at the end of clause (i) thereof, deleting the period at the end of clause (j), inserting the word “;and” at the end of clause (j) hereof and inserting the following new clause (k) at the end thereof: “(k) the execution, delivery and performance of the amendments to the stockholders’ agreements and registration rights agreement of the Borrower entered into in connection with the initial registered public offering of voting Capital Stock of the Borrower in form and substance reasonably acceptable to the Administrative Agent.”
(r) Section 9 of the Credit Agreement is amended by
(i) deleting the words “Holdings and” in clause (c) thereof;
(ii) deleting clause (k) thereof in its entirety and substituting the following new clause (k) therefor:
“(k) (i) (x) the Permitted Investors shall in the aggregate be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of shares of voting Capital Stock having less than 35% of the total voting power of all outstanding shares of the Borrower, and (y) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Investors, shall be the “beneficial owner” of shares of voting Capital Stock having more than 25% of the total voting power of all outstanding shares of the Borrower; (ii) the board of directors of the Borrower shall cease to consist of a majority of Continuing Directors; or (iii) a Specified Change of Control shall occur and the Borrower delivers or is required to deliver a change of control notice to any of the holders or lenders pursuant to any of the Unsecured Notes.”
(iii) deleting the word “;or” at the end of clause (k) thereof and substituting a period (“.”) therefor;
(iv) deleting clause (l) thereof in its entirety.
(s) Section 10.7 of the Credit Agreement is amended by deleting each instance of the words “Holdings or” in their entirety.
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(t) Section 11.2(a) of the Credit Agreement is amended by deleting the notice information for the Administrative Agent in its entirety and substituting the following notice information therefor:
“The Administrative Agent: | JPMorgan Chase Bank, N.A. 10 South Dearborn, Floor 07 Chicago, IL, 60603-2003 Attention: Mouy Lim Telephone: (312) 732-2024 Facsimile: (312) 385-7103 Email: muoy.lim@jpmchase.com
with a copy to:
Eugene Mazzaro, Esq. Latham & Watkins LLP 885 Third Avenue New York, NY 10022 Telephone: (212) 906-1763 Facsimile: (212) 751-4864 Email: eugene.mazzaro@lw.com” |
(u) Section 11.6(a) of the Credit Agreement is amended by (i) deleting each instance of the words “Holdings and” in their entirety and (ii) deleting the words “any of their respective” in clause (i) thereof and substituting the word “its” therefor.
(v) Section 11.7(b) of the Credit Agreement is amended by deleting each instance of the words “Holdings and” and “Holdings or” in their entirety.
(w) The annexes of the Credit Agreement are amended by deleting Annex A in its entirety.
SECTION 2.Amendments to Guarantee and Collateral Agreement. On the terms and subject to the conditions set forth herein,
(a) the preamble of the Guarantee and Collateral Agreement is amended by inserting the words “other than Holdings” immediately after the words “each of the signatories hereto”.
(b) Section 2.2 of the Guarantee and Collateral Agreement is amended by (i) deleting clause (b) thereof in its entirety and substituting the words “Reserved.” therefor and (ii) deleting the words “and from Holdings” in clause (c)(i) thereof.
(c) Section 4.1 of the Guarantee and Collateral Agreement is amended by deleting the words “or Holdings’ knowledge” in their entirety.
(d) Section 5.6 of the Guarantee and Collateral Agreement is amended by inserting the words “(or such shorter period as may be agreed by the Administrative Agent in its sole discretion)” immediately after the words “10 days’ prior written notice to the Administrative Agent” in clause (a)(ii) thereof.
SECTION 3.Conditions to Effectiveness.The amendments contained in Section 1 and Section 2 shall be effective upon satisfaction of each of the following conditions precedent:
(a) The Administrative Agent shall have received original, electronic or facsimile counterparts of this Amendment duly executed and delivered by Lenders constituting the Required Lenders and shall have received counterparts of this Amendment executed by Holdings, the Borrower and counterparts of the Consent appended hereto asExhibit A (the “Consent”) executed by the Grantors, as defined in the Guarantee and Collateral Agreement (the “Grantors”);
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(b) The Administrative Agent shall have received a counterpart to that certain Fee Letter (“Fee Letter”) dated as of even date herewith, by and between the Administrative Agent and the Borrower, executed and delivered by the Borrower, and all fees and expense reimbursements (including, without limitation, fees and expenses of counsel to the Agents and any invoiced fees and expenses payable under the Fee Letter) under the Fee Letter and the Loan Documents shall have been paid;
(c) The Administrative Agent shall have received from the Borrower, for account of each Lender which delivers its original, electronic or facsimile signature page to this Amendment no later than 5:00 p.m. (New York City time) on October 23, 2009 (the “Cutoff Date”), payment of an amendment fee (which shall be fully earned, non-refundable, and payable on Second Amendment Effective Date (under and as defined in the Credit Agreement, after giving effect to this Amendment)) equal to 25 basis points (0.25%) of the aggregate outstanding amount of Term Loans and Revolving Commitments of such Lender as of the Cutoff Date (and, for the avoidance of doubt, prior to giving effect to any optional prepayment made pursuant to Section 4.1(a) of the Credit Agreement as contemplated by this Amendment);
(d) On or after the date hereof, the Borrower shall have made an optional prepayment of a portion of the Term Loans in an aggregate principal amount no less than $250,000,000 pursuant to Section 4.1(a) of the Credit Agreement;
(e) On or after October 23, 2009, the Borrower shall have irrevocably terminated a portion of the Revolving Commitments in an aggregate principal amount equal to not less than $50,000,000 pursuant to Section 3.6 of the Credit Agreement and made any required prepayments on account thereof in accordance with Section 4.2(f) of the Credit Agreement; and
(f) The Borrower shall have consummated the initial registered public offering of voting Capital Stock of the Borrower and shall have received gross proceeds therefrom of not less than $300,000,000.
SECTION 4.Representations and Warranties. The Borrower represents and warrants that:
(a)Authority. The Borrower has the requisite power and authority to execute, deliver and perform its obligations under this Amendment and the Credit Agreement as amended hereby. Each Grantor has the requisite power and authority to execute, deliver and perform its obligations under the Consent and the Loan Documents, as amended hereby. The execution, delivery and performance by the Borrower of this Amendment and by the Grantors of the Consent, and the performance by each Loan Party of each Loan Document (as amended hereby) to which it is a party have been duly approved by all necessary organizational action of such Loan Party.
(b)Enforceability. This Amendment has been duly executed and delivered by the Borrower and the Consent has been duly executed and delivered by each Grantor. When the conditions to effectiveness in Section 3 of this Amendment have been satisfied, each of this Amendment, the Consent and each Loan Document (as amended hereby) is the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms except as
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enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought in proceedings in equity or at law).
(c)Representations and Warranties. The representations and warranties made by any Loan Party in or pursuant to the Loan Documents are true and correct in all material respects on and as of the date hereof as if made on and as of such date, except to the extent that such representations and warranties refer to an earlier date (in which case they are true and correct in all material respects as of such earlier date).
(d)No Default. No Default or Event of Default shall have occurred and be continuing on the date hereof or after giving effect to this Amendment.
SECTION 5.Reference to and Effect on the Loan Documents.
(a) If and when this Amendment becomes effective, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.
(b) If and when this Amendment becomes effective, each reference in the Guarantee and Collateral Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Guarantee and Collateral Agreement, and each reference in the other Loan Documents to “the Guarantee and Collateral Agreement”, “thereunder”, “thereof” or words of like import referring to the Guarantee and Collateral Agreement, shall mean and be a reference to the Guarantee and Collateral Agreement as amended hereby.
(c) The Credit Agreement and the Guarantee and Collateral Agreement, each as amended hereby and the other Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations under and as defined in the Credit Agreement, as amended hereby.
(d) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or Agent under any of the Loan Documents or constitute, except as expressly set forth herein, a waiver or amendment of any provision of any of the Loan Documents.
(e) This Amendment is a Loan Document. The provisions of Sections 11.12 and 11.16 of the Credit Agreement shall apply with like effect to this Amendment.
SECTION 6.Releases.The Required Lenders hereby authorize and direct the Administrative Agent to execute the release attached substantially in the form set forth onExhibit B hereto (the “Release”), releasing Holdings from its respective present and future obligations as a Guarantor under the Guarantee and Collateral Agreement and otherwise under the Credit Agreement and other Loan Documents and releasing the Administrative Agent’s Liens and security interests granted pursuant to the Guarantee and Collateral Agreement over the assets of Holdings (the “Released Collateral”). The release of Liens and delivery of pledged collateral provided for in the Release will not discharge or in any manner affect or impair the enforceability of the Obligations or other Liens of the Administrative Agent in any Collateral other than the Released Collateral.
9
SECTION 7.Counterparts.This Amendment (including all consents and authorizations relating hereto) and the Consent may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment (or any consent or authorization relating hereto) or the Consent by electronic transmission or facsimile shall be effective and enforceable as delivery of a manually executed counterpart thereof. The Administrative Agent will not have any responsibility for determining whether (and makes no representation as to whether) any such counterpart has been duly authorized, executed or delivered or is enforceable against any party hereto.
SECTION 8.GOVERNING LAW.THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 9.Resignation of Bear Stearns Corporate Lending Inc. Pursuant to Section 10.9 of the Credit Agreement, the Resigning Agent hereby delivers notice that Resigning Agent intends to resign as Administrative Agent under the Credit Agreement and the Loan Documents. The Borrower and the Required Lenders consent to Successor Agent acting as successor Administrative Agent and appoint Successor Agent as successor to Resigning Agent in its capacity as Administrative Agent, (b) Successor Agent shall succeed to the rights, powers and duties of the Administrative Agent as set forth in the Credit Agreement and the Loan Documents, (c) Resigning Agent shall assign to Successor Agent all its rights and obligations and other interests (collectively, the “Interests”) as Administrative Agent under the Credit Agreement and the Loan Documents and Successor Agent hereby assumes the Interests, (d) all of the Loan Documents shall be amended to delete all instances of the words “Bear Stearns Corporate Lending Inc.” in its entirety, and substitute the words “JPMorgan Chase Bank, N.A.” therefor, (e) Resigning Agent shall be released from all duties and obligations other than as set forth herein, (f) in furtherance of the assignment herein of Resigning Agent’s security interest in the property and assets of the Borrower (the “Collateral”) under the Credit Agreement and the Loan Documents, Resigning Agent and the Borrower hereby agrees to execute and deliver, and the Borrower agrees to cause any applicable Loan Parties to execute and deliver, such other documents, certificates and instruments as Successor Agent shall reasonably request in order to perfect and protect Successor Agent’s interest in such security interests and (g) for such time as any Collateral shall be in the physical possession or effective control of Resigning Agent, in accounts of Resigning Agent, subject to “control agreements” for the benefit of Resigning Agent as secured party, or subject to a financing statement in the name of Resigning Agent , as secured party, Resigning Agent hereby agrees to act as collateral agent and gratuitous bailee for and on behalf of Successor Agent, to hold all of the Collateral for and on behalf of Successor Agent and to take all instructions from Successor Agent regarding the Collateral. The Required Lenders hereby waive any notice period under Section 10.9 required before the resignation by Resigning Agent as Administrative Agent may become effective.
[signature pages follow]
10
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.
| KAR HOLDINGS, INC. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and | |||
| Chief Financial Officer | ||||
| KAR HOLDINGS II, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief | |||
| Financial Officer | ||||
| BEAR STEARNS CORPORATE LENDING INC., | ||||||||
| as Resigning Agent | ||||||||
| By: | JPMorgan Chase Bank, N.A., its | |||||||
| authorized signatory | ||||||||
| By: | /s/Randall K. Stephens | |||||||
| Name: | Randall K. Stephens | |||||||
| Title: | Vice President | |||||||
| JPMORGAN CHASE BANK, N.A. as Successor Agent | ||||
| By: | /s/ Randall K. Stephens | |||
| Name: | Randall K. Stephens | |||
| Title: | Vice President | |||
Required Lenders:
| JP MORGAN CHASE BANK, NA | ||||
| By: | Authorized Signatory | |||
| Name: | Kyle Middleton | |||
| Title: | Vice President | |||
| BEAR STEARNS CORPORATE LENDING, INC. | ||||
| By: | JP Morgan Chase Bank, NA | |||
| Authorized Signatory | ||||
| Name: | Kyle Middleton | |||
| Title: | Vice President | |||
| KATONAH VIII CLO LTD. | ||||
| By: | /s/ Daniel Gilligan | |||
| Name: | Daniel Gilligan | |||
| Title: | Authorized Officer | |||
| Katonah Debt Advisors, L.L.C. | ||||
| As Manager | ||||
| KATONAH X CLO LTD. | ||||
| By: | /s/ Daniel Gilligan | |||
| Name: | Daniel Gilligan | |||
| Title: | Authorized Officer | |||
| Katonah Debt Advisors, L.L.C. | ||||
| As Manager | ||||
| KATONAH 2007-I CLO LTD. | ||||
| By: | /s/ Daniel Gilligan | |||
| Name: | Daniel Gilligan | |||
| Title: | Authorized Officer | |||
| Katonah Debt Advisors, L.L.C. | ||||
| As Manager | ||||
| SANKATY ADVISORS, LLC as Collateral | ||||
| Manager for AVERY POINT CLO, LTD., as | ||||
| Term Lender | ||||
| By: | /s/ Alan K. Halfenger | |||
| Name: | Alan K. Halfenger | |||
| Title: | Chief Compliance Officer | |||
| Assistant Secretary | ||||
| SANKATY ADVISORS, LLC as Collateral | ||||
| Manager for Castle Hill II – | ||||
| INGOTS, Ltd., as Term Lender | ||||
| By: | /s/ Alan K. Halfenger | |||
| Name: | Alan K. Halfenger | |||
| Title: | Chief Compliance Officer | |||
| Assistant Secretary | ||||
| SANKATY ADVISORS, LLC as Collateral | ||||
| Manager for Loan Funding XI LLC, | ||||
| As Term Lender | ||||
| By: | /s/ Alan K. Halfenger | |||
| Name: | Alan K. Halfenger | |||
| Title: | Chief Compliance Officer | |||
| Assistant Secretary | ||||
| CHATHAM LIGHT II CLO, Limited, by | ||||
| Sankaty Advisors LLC, as Collateral Manager | ||||
| By: | /s/ Alan K. Halfenger | |||
| Name: | Alan K. Halfenger | |||
| Title: | Chief Compliance Officer | |||
| Assistant Secretary | ||||
| FUTURE FUND BOARD OF GUARDIANS | ||||
| By: Sankaty Advisors, LLC as its Investment Advisor | ||||
| By: | /s/ Alan K. Halfenger | |||
| Name: | Alan K. Halfenger | |||
| Title: | Chief Compliance Officer | |||
| Assistant Secretary | ||||
| SANKATY ADVISORS, LLC as Collateral | ||||
| Manager for Race Point II CLO, | ||||
| Limited, as Term Lender | ||||
| By: | /s/ Alan K. Halfenger | |||
| Name: | Alan K. Halfenger | |||
| Title: | Chief Compliance Officer | |||
| Assistant Secretary | ||||
| SANKATY ADVISORS, LLC as Collateral | ||||
| Manager for Race Point III CLO, | ||||
| Limited, as Term Lender | ||||
| By: | /s/ Alan K. Halfenger | |||
| Name: | Alan K. Halfenger | |||
| Title: | Chief Compliance Officer Assistant Secretary | |||
| RACE POINT IV CLO, Ltd. | ||||
| By: Sankaty Advisors, LLC as Collateral Manager | ||||
| By: | /s/ Alan K. Halfenger | |||
| Name: | Alan K. Halfenger | |||
| Title: | Chief Compliance Officer | |||
| Assistant Secretary | ||||
| SANKATY MANAGED ACCOUNT (PSERS), L.P. | ||||
| By: | /s/ Alan K. Halfenger | |||
| Name: | Alan K. Halfenger | |||
| Title: | Chief Compliance Officer | |||
| Assistant Secretary | ||||
| SANKATY SENIOR LOAN FUND, L.P. | ||||
| By: | /s/ Alan K. Halfenger | |||
| Name: | Alan K. Halfenger | |||
| Title: | Chief Compliance Officer | |||
| Assistant Secretary | ||||
| FRASER SULLIVAN CLO I LTD. | ||||
| By: Fraser Sullivan Investment Management, | ||||
| LLC, as Collateral Manager | ||||
| By: | /s/ John W. Fraser | |||
| Name: | John W. Fraser | |||
| Title: | Managing Partner | |||
| FRASER SULLIVAN CLO II LTD. | ||||
| By: Fraser Sullivan Investment Management, | ||||
| LLC, as Collateral Manager | ||||
| By: | /s/ John W. Fraser | |||
| Name: | John W. Fraser | |||
| Title: | Managing Partner | |||
| COA CLO FINANCING LTD. | ||||
| By: FS COA Management LLC, as Portfolio Manager | ||||
| By: | /s/ John W. Fraser | |||
| Name: | John W. Fraser | |||
| Title: | Manager | |||
| COA CAERUS CLO LTD. | ||||
| By: FS COA Management LLC, as Portfolio Manager | ||||
| By: | /s/ John W. Fraser | |||
| Name: | John W. Fraser | |||
| Title: | Manager | |||
| AIB DEBT MANAGEMENT, LIMITED | ||||
| By: | /s/ Roison O’Connell | |||
| Name: | Roison O’Connell | |||
| Title: | Vice President | |||
| Investment Advisor to | ||||
| AIB Debt Management, Limited | ||||
| By: | /s/ Keith Hamilton | |||
| Name: | Keith Hamilton | |||
| Title: | Assistant Vice President Investment Advisor to AIB Debt Management, Limited | |||
| BRIDGEPORT CLO LTD. | ||||
| By: Deerfield Capital Management LLC as | ||||
| Its Collateral Manager | ||||
| By: | /s/ Ken Selle | |||
| Name: | Ken Selle | |||
| Title: | Managing Director | |||
| BRIDGEPORT II CLO LTD. | ||||
| By: Deerfield Capital Management LLC as | ||||
| Its Collateral Manager | ||||
| By: | /s/ Ken Selle | |||
| Name: | Ken Selle | |||
| Title: | Managing Director | |||
| BURR RIDGE CLO PLUS LTD. | ||||
| By: Deerfield Capital Management LLC as | ||||
| Its Collateral Manager | ||||
| By: | /s/ Ken Selle | |||
| Name: | Ken Selle | |||
| Title: | Managing Director | |||
| CUMBERLAND II CLO LTD. | ||||
By: Deerfield Capital Management LLC as its Collateral Manager | ||||
| By: | /s/ Ken Selle | |||
| Name: | Ken Selle | |||
| Title: | Managing Director | |||
| FOREST CREEK CLO, LTD. | ||||
By: Deerfield Capital Management LLC as its Collateral Manager | ||||
| By: | /s/ Ken Selle | |||
| Name: | Ken Selle | |||
| Title: | Managing Director | |||
| LONG GROVE CLO, LIMITED | ||||
By: Deerfield Capital Management LLC as its Collateral Manager | ||||
| By: | /s/ Ken Selle | |||
| Name: | Ken Selle | |||
| Title: | Managing Director | |||
| MARKET SQUARE CLO, LTD. | ||||
By: Deerfield Capital Management LLC as its Collateral Manager | ||||
| By: | /s/ Ken Selle | |||
| Name: | Ken Selle | |||
| Title: | Managing Director | |||
| MARQUETTE PARK CLO LTD. | ||||
By: Deerfield Capital Management LLC as its Collateral Manager | ||||
| By: | /s/ Ken Selle | |||
| Name: | Ken Selle | |||
| Title: | Managing Director | |||
| SCHILLER PARK CLO LTD. | ||||
By: Deerfield Capital Management LLC as its Collateral Manager | ||||
| By: | /s/ Ken Selle | |||
| Name: | Ken Selle | |||
| Title: | Managing Director | |||
| NATIXIS | ||||
| By: | /s/ Harold Birk | |||
| Name: | Harold Birk | |||
| Title: | Managing Director | |||
| By: | /s/ J. Stéphane Lautner | |||
| Name: | J. Stéphane Lautner | |||
| Title: | Associate | |||
| UNITED OVERSEAS BANK LIMITED, NEW YORK AGENCY | ||||
| By: | /s/ K. Jin Koh | |||
| Name: | K. Jin Koh | |||
| Title: | GM | |||
| By: | /s/ Mario Sheng | |||
| Name: | Mario Sheng | |||
| Title: | AVP | |||
| MIDLAND NATIONAL LIFE INSURANCE | ||||
| COMPANY – ANNUITY | ||||
| By: Guggenheim Partners Asset Management, Inc. | ||||
| By: | /s/ Stephen D. Sautel | |||
| Name: | Stephen D. Sautel | |||
| Title: | Senior Managing Director | |||
| NORTH AMERICAN COMPANY FOR LIFE | ||||
| AND HEALTH INSURANCE | ||||
| By: Guggenheim Partners Asset Management, Inc. | ||||
| By: | /s/ Stephen D. Sautel | |||
| Name: | Stephen D. Sautel | |||
| Title: | Senior Managing Director | |||
| 1888 FUND, LTD. | ||||
| By: Guggenheim Investment Management, LLC | ||||
| as Collateral Manager | ||||
| By: | /s/ Kaitlin Trinh | |||
| Name: | Kaitlin Trinh | |||
| Title: | Director | |||
| SANDS POINT FUNDING LTD. | ||||
| By: Guggenheim Investment Management, LLC | ||||
| as Collateral Manager | ||||
| By: | /s/ Kaitlin Trinh | |||
| Name: | Kaitlin Trinh | |||
| Title: | Director | |||
| KENNECOTT FUNDING LTD. | ||||
| By: Guggenheim Investment Management, LLC | ||||
| as Collateral Manager | ||||
| By: | /s/ Kaitlin Trinh | |||
| Name: | Kaitlin Trinh | |||
| Title: | Director | |||
| GREEN LANE CLO LTD. | ||||
| By: Guggenheim Investment Management, LLC | ||||
| as Collateral Manager | ||||
| By: | /s/ Kaitlin Trinh | |||
| Name: | Kaitlin Trinh | |||
| Title: | Director | |||
| COPPER RIVER CLO LTD. | ||||
| By: Guggenheim Investment Management, LLC | ||||
| as Collateral Manager | ||||
| By: | /s/ Kaitlin Trinh | |||
| Name: | Kaitlin Trinh | |||
| Title: | Director | |||
| CANARAS SUMMIT CLO LTD. | ||||
| By: Canaras Capital Management LLC | ||||
| as Sub-Investment Adviser | ||||
| By: | /s/ Andrew J. Heller | |||
| Name: | Andrew J. Heller | |||
| Title: | Authorized Signatory | |||
| SOLERA ANEJO LIMITED | ||||
| By: Canaras Capital Management LLC | ||||
| as Sub-Investment Adviser | ||||
| By: | /s/ Andrew J. Heller | |||
| Name: | Andrew J. Heller | |||
| Title: | Authorized Signatory | |||
| CIFC FUNDING 2007-I LTD. | ||||
| By: | /s/ Stephen J. Vaccaro | |||
| Name: | Stephen J. Vaccaro | |||
| Title: | Co-Chief Investment Officer | |||
| CIFC FUNDING 2006-IB LTD. | ||||
| By: | /s/ Stephen J. Vaccaro | |||
| Name: | Stephen J. Vaccaro | |||
| Title: | Co-Chief Investment Officer | |||
| CIFC FUNDING 2006-I LTD. | ||||
| By: | /s/ Stephen J. Vaccaro | |||
| Name: | Stephen J. Vaccaro | |||
| Title: | Co-Chief Investment Officer | |||
| CIFC FUNDING 2007-III LTD. | ||||
| By: | /s/ Stephen J. Vaccaro | |||
| Name: | Stephen J. Vaccaro | |||
| Title: | Co-Chief Investment Officer | |||
| BLT 18 LLC | ||||
| By: | /s/ Ronald Gotz | |||
| Name: | Ronald Gotz | |||
| Title: | Authorized Signatory | |||
| FOUR CORNERS CLO 2005-I, LTD. | ||||
| By: Four Corners Capital Management, LLC | ||||
| as Collateral Manager | ||||
| By: | /s/ Kapil Singh | |||
| Name: | Kapil Singh, CFA | |||
| Title: | Senior Vice President | |||
| FOUR CORNERS CLO II, LTD. | ||||
| By: | /s/ Patrick M. Cook | |||
| Name: | Patrick M. Cook | |||
| Title: | Assistant Vice President | |||
| FOUR CORNERS CLO III, LTD. | ||||
| By: Macquarie Funds Group | ||||
FKA Four Corners Capital Management, LLC as Collateral Manager | ||||
| By: | /s/ Kapil Singh | |||
| Name: | Kapil Singh, CFA | |||
| Title: | Senior Vice President | |||
| SFR, LTD. | ||||
| By: Four Corners Capital Management, LLC | ||||
| as Collateral Manager | ||||
| By: | /s/ Kapil Singh | |||
| Name: | Kapil Singh, CFA | |||
| Title: | Senior Vice President | |||
| FIRST TRUST/FOUR CONERS SENIOR | ||||
| FLOATING RATE INCOME FUND | ||||
| By: Four Corners Capital Management, LLC | ||||
| as Sub-Adviser | ||||
| By: | /s/ Kapil Singh | |||
| Name: | Kapil Singh, CFA | |||
| Title: | Senior Vice President | |||
| FIRST TRUST/FOUR CORNERS SENIOR | ||||
| FLOATING RATE INCOME FUND II | ||||
| By: Four Corners Capital Management, LLC | ||||
| as Sub-Advisor | ||||
| By: | /s/ Kapil Singh | |||
| Name: | Kapil Singh, CFA | |||
| Title: | Senior Vice President | |||
| ORIX FINANCE CORP. | ||||
By: | /s/ Christopher L. Smith | |||
| Name: | Christopher L. Smith | |||
| Title: | Authorized Representative | |||
| THE SUMITOMO TRUST & BANKING CO., | ||||
| LTD, New York Branch | ||||
| By: | /s/ Frances E. Wynne | |||
| Name: | Frances E. Wynne | |||
| Title: | Senior Director | |||
| AMERICAN INTERNATIONAL GROUP, INC. | ||||
| By: AIG Global Investment Corp., | ||||
| Its Investment Adviser | ||||
| By: | /s/ W. Jeffrey Baxter | |||
| Name: | W. Jeffrey Baxter | |||
| Title: | Managing Director | |||
| GALAXY III CLO, LTD. | ||||
| By: AIG Global Investment Corp., | ||||
| Its Collateral Manager | ||||
| By: | /s/ W. Jeffrey Baxter | |||
| Name: | W. Jeffrey Baxter | |||
| Title: | Managing Director | |||
| GALAXY IV CLO, LTD. | ||||
| By: AIG Global Investment Corp., | ||||
| Its Collateral Manager | ||||
| By: | /s/ W. Jeffrey Baxter | |||
| Name: | W. Jeffrey Baxter | |||
| Title: | Managing Director | |||
| GALAXY V CLO, LTD. | ||||
| By: AIG Global Investment Corp., | ||||
| Its Collateral Manager | ||||
| By: | /s/ W. Jeffrey Baxter | |||
| Name: | W. Jeffrey Baxter | |||
| Title: | Managing Director | |||
| GALAXY VI CLO, LTD. | ||||
| By: AIG Global Investment Corp., | ||||
| Its Collateral Manager | ||||
| By: | /s/ W. Jeffrey Baxter | |||
| Name: | W. Jeffrey Baxter | |||
| Title: | Managing Director | |||
| GALAXY X CLO, LTD. | ||||
| By: AIG Global Investment Corp. | ||||
| as Collateral Manager | ||||
| By: | /s/ W. Jeffrey Baxter | |||
| Name: | W. Jeffrey Baxter | |||
| Title: | Managing Director | |||
| SATURN CLO, LTD. | ||||
| By: AIG Global Investment Corp. | ||||
| as Collateral Manager | ||||
| By: | /s/ W. Jeffrey Baxter | |||
| Name: | W. Jeffrey Baxter | |||
| Title: | Managing Director | |||
| BATTALION CLO 2007-I, LTD. | ||||
| By: | /s/ Joanna Bensimon | |||
| Name: | Joanna Bensimon | |||
| Title: | Associate | |||
| SEI HIGH YIELD FIXED INCOME FUND | ||||
| By: | /s/ Joanna Bensimon | |||
| Name: | Joanna Bensimon | |||
| Title: | Associate | |||
| SEI INSTITUTIONAL INVESTMENT TRUST- | ||||
| HIGH YIELD BOND FUND | ||||
| By: | /s/ Joanna Bensimon | |||
| Name: | Joanna Bensimon | |||
| Title: | Associate | |||
| SEI INSTITUTIONAL MANAGED TRUST- | ||||
| HIGH YIELD BOND FUND | ||||
| By: | /s/ Joanna Bensimon | |||
| Name: | Joanna Bensimon | |||
| Title: | Associate | |||
| TRS BABSON I LLC | ||||
| By: | Deutsche Bank AG Cayman Islands Branch | |||
| its sole member | ||||
| By: | DB Services New Jersey, Inc. | |||
| By: | /s/ Alice L. Wagner | |||
| Name: | Alice L. Wagner | |||
| Title: | Vice President | |||
| By: | /s/ Jonathan Shin | |||
| Name: | Jonathan Shin | |||
| Title: | Assistant Vice President | |||
| ARTUS LOAN FUND 2007-I, LTD. | ||||
| BABSON CLO LTD. 2004-I | ||||
| BABSON CLO LTD. 2004-II | ||||
| BABSON CLO LTD. 2005-I | ||||
| BABSON CLO LTD. 2005-II | ||||
| BABSON CLO LTD. 2005-III | ||||
| BABSON CLO LTD. 2006-I | ||||
| BABSON CLO LTD. 2006-II | ||||
| BABSON CLO LTD. 2008-I | ||||
| BABSON CLO LTD. 2008-II | ||||
| BABSON CREDIT STRATEGIES CLO, LTD. | ||||
| BABSON LOAN OPPORTUNITY CLO, LTD. | ||||
| OSPREY CDO 2006-I LTD. | ||||
| SAPPHIRE VALLEY CDO I, LTD. | ||||
| By: Babson Capital Management LLC as Collateral | ||||
| Manager | ||||
| By: | /s/ Arthur McMahon | |||
| Name: | Arthur McMahon | |||
| Title: | Director | |||
| BILL & MELINDA GATES FOUNDATION | ||||
| TRUST | ||||
| By: Babson Capital Management LLC as | ||||
| Investment Adviser | ||||
| By: | /s/ Arthur McMahon | |||
| Name: | Arthur McMahon | |||
| Title: | Director | |||
| C.M. LIFE INSURANCE COMPANY | ||||
| By: Babson Capital Management LLC as | ||||
| Investment Adviser | ||||
| By: | /s/ Arthur McMahon | |||
| Name: | Arthur McMahon | |||
| Title: | Director | |||
| HAKONE FUND II LLC | ||||
| By: Babson Capital Management LLC as | ||||
| Investment Manager | ||||
| By: | /s/ Arthur McMahon | |||
| Name: | Arthur McMahon | |||
| Title: | Director | |||
| MAPLEWOOD (CAYMAN) LIMITED | ||||
| By: Babson Capital Management LLC as | ||||
| Investment Manager | ||||
| By: | /s/ Arthur McMahon | |||
| Name: | Arthur McMahon | |||
| Title: | Director | |||
| MASSACHUSETTS MUTUAL LIFE | ||||
| INSURANCE COMPANY | ||||
| By: Babson Capital Management LLC as | ||||
| Investment Adviser | ||||
| By: | /s/ Arthur McMahon | |||
| Name: | Arthur McMahon | |||
| Title: | Director | |||
| VINACASA CLO, LTD. | ||||
| By: Babson Capital Management LLC as Collateral | ||||
| Servicer | ||||
| By: | /s/ Arthur McMahon | |||
| Name: | Arthur McMahon | |||
| Title: | Director | |||
| XELO VII LIMITED | ||||
| By, Babson Capital Management LLC as Sub- | ||||
| Adviser | ||||
| By: | /s/ Arthur McMahon | |||
| Name: | Arthur McMahon | |||
| Title: | Director | |||
| JFIN CLO 2007 LTD. | ||||
| By: | Jeffries Finance LLC as Collateral Manager | |||
| By: | /s/ Andrew Lennon | |||
| Name: | Andrew Lennon | |||
| Title: | Director | |||
| JEFFRIES FINANCE CP FUNDING LLC | ||||
| By: | /s/ Andrew Lennon | |||
| Name: | Andrew Lennon | |||
| Title: | Director | |||
| SWISS CAPITAL PRO LOAN LIMITED | ||||
| For and on Behalf of BNY Mellon Trust Company | ||||
| (Ireland) Limited under power of attorney | ||||
| By: | /s/ Robert Blake | |||
| Name: | Robert Blake | |||
| Title: | AVP | |||
| Greyrock CDO, Limited | ||||
| By: Aladdin Capital Management LLC | ||||
| By: | /s/ Pallo Blum-Tucker | |||
| Name: | Pallo Blum-Tucker | |||
| Title: | Authorized Signatory | |||
| Landmark VIII CLO, Limited | ||||
| By: Aladdin Capital Management LLC | ||||
| By: | /s/ Pallo Blum-Tucker | |||
| Name: | Pallo Blum-Tucker | |||
| Title: | Authorized Signatory | |||
| Landmark IX CDO, Limited | ||||
| By: Aladdin Capital Management LLC | ||||
| By: | /s/ Pallo Blum-Tucker | |||
| Name: | Pallo Blum-Tucker | |||
| Title: | Authorized Signatory | |||
| Clapboard LLC | ||||
| By: The Royal Bank of Scotland plc as attorney-in-fact | ||||
| By: RBS Securities Inc., its agent | ||||
| By: | /s/ Jeffrey Black | |||
| Name: | Jeffrey Black | |||
| Title: | Vice President | |||
| Asclepius LLC | ||||
| By: The Royal Bank of Scotland plc as attorney-in-fact | ||||
| By: RBS Securities Inc., its agent | ||||
| By: | /s/ Jeffrey Black | |||
| Name: | Jeffrey Black | |||
| Title: | Vice President | |||
| Flagship CLO III | ||||
| By: Deutsche Investment Management Americas, | ||||
| Inc. (as successor in interest to Deutsche Asset | ||||
| Management, Inc.), As Collateral Manager | ||||
| By: | /s/ Eric S. Meyer | |||
| Name: | Eric S. Meyer | |||
| Title: | Managing Director | |||
| By: | /s/ Mark Rigazio | |||
| Name: | Mark Rigazio | |||
| Title: | Vice President | |||
| Flagship CLO IV | ||||
| By: Deutsche Investment Management Americas, | ||||
| Inc. (as successor in interest to Deutsche Asset | ||||
| Management, Inc.), as Sub-Advisor | ||||
| By: | /s/ Eric S. Meyer | |||
| Name: | Eric S. Meyer | |||
| Title: | Managing Director | |||
| By: | /s/ Mark Rigazio | |||
| Name: | Mark Rigazio | |||
| Title: | Vice President | |||
| Flagship CLO V | ||||
| By: Deutsche Investment Management Americas, | ||||
| Inc. (as successor in interest to Deutsche Asset | ||||
| Management, Inc.), As Collateral Manager | ||||
| By: | /s/ Eric S. Meyer | |||
| Name: | Eric S. Meyer | |||
| Title: | Managing Director | |||
| By: | /s/ Mark Rigazio | |||
| Name: | Mark Rigazio | |||
| Title: | Vice President | |||
| Flagship CLO VI | ||||
| By: Deutsche Investment Management Americas, | ||||
| Inc., As Collateral Manager | ||||
| By: | /s/ Eric S. Meyer | |||
| Name: | Eric S. Meyer | |||
| Title: | Managing Director | |||
| By: | /s/ Mark Rigazio | |||
| Name: | Mark Rigazio | |||
| Title: | Vice President | |||
| Aurum CLO 2002-1 Ltd. | ||||
| By: Deutsche Investment Management Americas, | ||||
| Inc. (as successor in interest to Deutsche Asset | ||||
| Management, Inc.), As Sub-Adviser | ||||
| By: | /s/ Eric S. Meyer | |||
| Name: | Eric S. Meyer | |||
| Title: | Managing Director | |||
| By: | /s/ Mark Rigazio | |||
| Name: | Mark Rigazio | |||
| Title: | Vice President | |||
| OAK HILL CREDIT PARTNERS II, LIMITED | ||||
| By: Oak Hill CLO Management II, LLC | ||||
| As Investment Manager | ||||
| By: | /s/ Scott D. Krase | |||
| Name: | Scott D. Krase | |||
| Title: | Authorized Person | |||
| OAK HILL CREDIT PARTNERS III, LIMITED | ||||
| By: Oak Hill CLO Management III, LLC | ||||
| As Investment Manager | ||||
| By: | /s/ Scott D. Krase | |||
| Name: | Scott D. Krase | |||
| Title: | Authorized Person | |||
| OAK HILL CREDIT PARTNERS IV, LIMITED | ||||
| By: Oak Hill CLO Management IV, LLC | ||||
| As Investment Manager | ||||
| By: | /s/ Scott D. Krase | |||
| Name: | Scott D. Krase | |||
| Title: | Authorized Person | |||
| 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 | |||
| FUTURE FUND BOARD OF GUARDIANS | ||||
| By: Oak Hill Advisors, L.P. | ||||
| As its Investment Manager | ||||
| By: | /s/ Scott D. Krase | |||
| Name: | Scott D. Krase | |||
| Title: | Authorized Person | |||
| GMAM GROUP PENSION TRUST I, | ||||
| As a Lender | ||||
| By: STATE STREET BANK AND TRUST | ||||
COMPANY, solely as Trustee | ||||
| By: | /s/ Timothy Norton | |||
| Name: | Timothy Norton | |||
| Title: | Officer | |||
| OHA FINLANDIA CREDIT FUND, | ||||
As a Lender | ||||
| By: | /s/ Scott D. Krase | |||
| Name: | Scott D. Krase | |||
| Title: | Authorized Person | |||
| OHA PARK AVENUE CLO I, LTD. | ||||
| By: Oak Hill Advisors, L.P. | ||||
| As Investment Manager | ||||
| By: | /s/ Scott D. Krase | |||
| Name: | Scott D. Krase | |||
| Title: | Authorized Person | |||
| PACIFICA CDO IV LTD | ||||
| PACIFICA CDO V LTD | ||||
| VERITAS CLO I, LTD | ||||
| WESTWOOD CDO I LTD | ||||
| By: | /s/ William Lemberg | |||
| Name: | William Lemberg | |||
| Title: | Senior Vice President | |||
| [SILVERADO CLO 2006] CLO - 201702000 | ||||
18866500 - Gates Loans | ||||
13923601 - Bureau | ||||
16959701 - JH2 | ||||
15605400 - Vulcan bond account | ||||
| By: | /s/ Mai Shiver | |||
| Name: | Mai Shiver | |||
| Title: | Chief Compliance Officer | |||
| GRAND CENTRAL ASSET TRUST, | ||||
| CAMERON I SERIES | ||||
| By: | /s/ Adam Kaiser | |||
| Name: | Adam Kaiser | |||
| Title: | Attorney-in-Fact | |||
| BLUE SHIELD OF CALIFORNIA | ||||
| By: | /s/ David Ardini | |||
| Name: | David Ardini | |||
| Title: | Vice President | |||
| FRANKLIN CLO IV, LIMITED | ||||
| By: | /s/ David Ardini | |||
| Name: | David Ardini | |||
| Title: | Vice President | |||
| FRANKLIN CLO V, LIMITED | ||||
| By: | /s/ David Ardini | |||
| Name: | David Ardini | |||
| Title: | Vice President | |||
| FRANKLIN CLO VI, LIMITED | ||||
| By: | /s/ David Ardini | |||
| Name: | David Ardini | |||
| Title: | Vice President | |||
| GOLDENTREE LOAN OPPORTUNITIES III, LIMITED | ||||
| By: GoldenTree Asset Management, LP | ||||
| By: | /s/ Karen Weber | |||
| Name: | Karen Weber | |||
| Title: | Director – Bank Debt | |||
| GOLDENTREE LOAN OPPORTUNITIES IV, LIMITED | ||||
| By: GoldenTree Asset Management, LP | ||||
| By: | /s/ Karen Weber | |||
| Name: | Karen Weber | |||
| Title: | Director – Bank Debt | |||
| GOLDENTREE LOAN OPPORTUNITIES V, LIMITED | ||||
| By: GoldenTree Asset Management, LP | ||||
| By: | /s/ Karen Weber | |||
| Name: | Karen Weber | |||
| Title: | Director – Bank Debt | |||
| LMP CORPORATE LOAN FUND, INC. | ||||
| By: Citi Alternative Investments LLC | ||||
| By: | /s/ Roger Yee | |||
| Name: | Roger Yee | |||
| Title: | VP | |||
| EAGLE MASTER FUND LTD. | ||||
By: Citi Alternative Investments LLC, as Investment Manager for and on behalf of | ||||
| Eagle Master Fund Ltd. | ||||
| By: | /s/ Roger Yee | |||
| Name: | Roger Yee | |||
| Title: | VP | |||
| REGATTA FUNDING LTD. | ||||
| By: Citi Alternative Investments LLC, | ||||
| Attorney-in-Fact | ||||
| By: | /s/ Roger Yee | |||
| Name: | Roger Yee | |||
| Title: | VP | |||
| KKR FINANCIAL CLO 2005-1 LTD | ||||
| By: | /s/ Mark Casanova | |||
| Name: | Mark Casanova | |||
| Title: | Authorized Signatory | |||
| KKR FINANCIAL CLO 2005-2 LTD | ||||
| By: | /s/ Mark Casanova | |||
| Name: | Mark Casanova | |||
| Title: | Authorized Signatory | |||
| KKR FINANCIAL CLO 2007-1 LTD | ||||
| By: | /s/ Mark Casanova | |||
| Name: | Mark Casanova | |||
| Title: | Authorized Signatory | |||
| KKR FINANCIAL CLO 2007-A LTD | ||||
| By: | /s/ Mark Casanova | |||
| Name: | Mark Casanova | |||
| Title: | Authorized Signatory | |||
| OREGON PUBLIC EMPLOYEES RETIREMENT FUND | ||||
| By: | /s/ Mark Casanova | |||
| Name: | Mark Casanova | |||
| Title: | Authorized Signatory | |||
| KKR FI PARTNERS I L.P. | ||||
| By: | /s/ Mark Casanova | |||
| Name: | Mark Casanova | |||
| Title: | Authorized Signatory | |||
PIONEER FLOATING RATE FUND PIONEER FLOATING RATE TRUST | ||||
| By: Pioneer Investment Management, Inc., | ||||
| Advisor to each of the Lenders above | ||||
| By: | /s/ Margaret C. Bagley | |||
| Name: | Margaret C. Bagley | |||
| Title: | Assistant Secretary and | |||
| Associate General Counsel | ||||
| MONTPELIER INVESTMENTS HOLDINGS LTD. | ||||
| By: Pioneer Institutional Asset Management, | ||||
| Inc., Advisor to the Lender above | ||||
| By: | /s/ Margaret C. Bagley | |||
| Name: | Margaret C. Bagley | |||
| Title: | Assistant Secretary and | |||
| Associate General Counsel | ||||
| BAKER STREET FUNDING CLO 2005-I LTD. | ||||
| By: Seix Investment Advisors LLC, as Collateral | ||||
| Manager | ||||
| GRAND HORN CLO LTD. | ||||
| By: Seix Investment Advisors LLC, as Collateral | ||||
| Manager | ||||
| MOUNTAIN VIEW FUNDING CLO 2006-I LTD. | ||||
| By: Seix Investment Advisors LLC, as Collateral | ||||
Manager | ||||
| MOUNTAIN VIEW CLO II LTD. | ||||
| By: Seix Investment Advisors LLC, as Collateral | ||||
Manager | ||||
| MOUNTAIN VIEW CLO III LTD. | ||||
| By: Seix Investment Advisors LLC, as Collateral | ||||
Manager | ||||
| By: | /s/ George Goudelias | |||
| Name: | George Goudelias | |||
| Title: | Managing Director | |||
| VICTORIA FALLS CLO, LTD. | ||||
| By: | /s/ Bradley K. Bryan | |||
| Name: | Bradley K. Bryan | |||
| Title: | Senior Vice President | |||
| SUMMIT LAKE CLO, LTD. | ||||
| By: | /s/ Bradley K. Bryan | |||
| Name: | Bradley K. Bryan | |||
| Title: | Senior Vice President | |||
| CLEAR LAKE CLO, LTD. | ||||
| By: | /s/ Bradley K. Bryan | |||
| Name: | Bradley K. Bryan | |||
| Title: | Senior Vice President | |||
| DIAMOND LAKE CLO, LTD. | ||||
| By: | /s/ Bradley K. Bryan | |||
| Name: | Bradley K. Bryan | |||
| Title: | Senior Vice President | |||
| ST. JAMES RIVER CLO, LTD. | ||||
| By: | /s/ Bradley K. Bryan | |||
| Name: | Bradley K. Bryan | |||
| Title: | Senior Vice President | |||
BY: CALLIDUS DEBT PARTNERS CLO FUND II, LTD. | ||||
| By: Its Collateral Manager, | ||||
| Callidus Capital Management, LLC | ||||
| By: | /s/ Ira Ginsburg | |||
| Name: | Ira Ginsburg | |||
| Title: | Principal | |||
| BY: CALLIDUS DEBT PARTNERS CLO FUND III LTD. | ||||
| By: Its Collateral Manager, | ||||
| Callidus Capital Management, LLC | ||||
| By: | /s/ Ira Ginsburg | |||
| Name: | Ira Ginsburg | |||
| Title: | Principal | |||
| BY: CALLIDUS DEBT PARTNERS CLO FUND IV LTD. | ||||
| By: Its Collateral Manager, | ||||
| Callidus Capital Management, LLC | ||||
| By: | /s/ Ira Ginsburg | |||
| Name: | Ira Ginsburg | |||
| Title: | Principal | |||
| BY: CALLIDUS DEBT PARTNERS CLO FUND V, LTD. | ||||
| By: Its Collateral Manager, | ||||
| Callidus Capital Management, LLC | ||||
| By: | /s/ Ira Ginsburg | |||
| Name: | Ira Ginsburg | |||
| Title: | Principal | |||
| BY: CALLIDUS DEBT PARTNERS CLO FUND VI, LTD. | ||||
| By: Its Collateral Manager, | ||||
| Callidus Capital Management, LLC | ||||
| By: | /s/ Ira Ginsburg | |||
| Name: | Ira Ginsburg | |||
| Title: | Principal | |||
| BY: CALLIDUS DEBT PARTNERS CLO FUND VII, LTD. | ||||
| By: Its Collateral Manager, | ||||
| Callidus Capital Management, LLC | ||||
| By: | /s/ Ira Ginsburg | |||
| Name: | Ira Ginsburg | |||
| Title: | Principal | |||
| BY: MAPS CLO FUND I, LLC | ||||
| By: Its Collateral Manager, | ||||
| Callidus Capital Management, LLC | ||||
| By: | /s/ Ira Ginsburg | |||
| Name: | Ira Ginsburg | |||
| Title: | Principal | |||
| BY: MAPS CLO FUND II, LTD. | ||||
| By: Its Collateral Manager, | ||||
| Callidus Capital Management, LLC | ||||
| By: | /s/ Ira Ginsburg | |||
| Name: | Ira Ginsburg | |||
| Title: | Principal | |||
| VAN KAMPEN SENIOR LOAN FUND | ||||
| By: | Van Kampen Asset Management | |||
| By: | /s/ Philip Yarrow | |||
| Name: | Philip Yarrow | |||
| Title: | Executive Director | |||
| VAN KAMPEN SENIOR INCOME TRUST | ||||
| By: | Van Kampen Asset Management | |||
| By: | /s/ Philip Yarrow | |||
| Name: | Philip Yarrow | |||
| Title: | Executive Director | |||
| MSIM PECONIC BAY, LTD. | ||||
By: Morgan Stanley Investment Management Inc. as Collateral Manager | ||||
| By: | /s/ William A. Housey Jr. | |||
| Name: | William A. Housey Jr. | |||
| Title: | Executive Director | |||
| GENESIS CLO 2007-2, LTD.,as a Lender | ||||
| By: | LLCP Advisors LLC, as Collateral Manager | |||
| By: | /s/ Steven Hartman | |||
| Name: | Steven Hartman | |||
| Title: | General Counsel | |||
| BALLYROCK CLO 2006-2 LIMITED | ||||
| By: Ballyrock Investment Advisors LLC, as | ||||
| Collateral Manager | ||||
| By: | /s/ Lisa Rymut | |||
| Name: | Lisa Rymut | |||
| Title: | Assistant Treasurer | |||
| BALLYROCK CLO 2006-1 LIMITED | ||||
| By: Ballyrock Investment Advisors LLC, as | ||||
| Collateral Manager | ||||
| By: | /s/ Lisa Rymut | |||
| Name: | Lisa Rymut | |||
| Title: | Assistant Treasurer | |||
| BALLYROCK CLO II LIMITED | ||||
| By: Ballyrock Investment Advisors LLC, as | ||||
| Collateral Manager | ||||
| By: | /s/ Lisa Rymut | |||
| Name: | Lisa Rymut | |||
| Title: | Assistant Treasurer | |||
| BALLYROCK CLO III LIMITED | ||||
| By: Ballyrock Investment Advisors LLC, as | ||||
| Collateral Manager | ||||
| By: | /s/ Lisa Rymut | |||
| Name: | Lisa Rymut | |||
| Title: | Assistant Treasurer | |||
| FIDELITY CENTRAL INVESTMENT | ||||
| PORTFOLIOS LLC: FIDELITY FLOATING | ||||
| RATE CENTRAL INVESTMENT | ||||
| PORTFOLIO | ||||
| By: | /s/ Paul Murphy | |||
| Name: | Paul Murphy | |||
| Title: | Assistant Treasurer | |||
| PYRAMIS FLOATING RATE HIGH INCOME | ||||
| COMMINGLED POOL | ||||
| By: Pyramis Global Advisors Trust Company, as | ||||
| Trustee | ||||
| By: | /s/ Lynn M. Farrand | |||
| Name: | Lynn M. Farrand | |||
| Title: | Director | |||
| PPM SHADOW CREEK FUNDING LLC | ||||
| By: | /s/ Stacy Lai | |||
| Name: | Stacy Lai | |||
| Title: | Assistant Vice President | |||
| BELL ATLANTIC MASTER TRUST | ||||
| By: TCW Asset Management Company, | ||||
| As Investment Manager | ||||
| By: | /s/ Stephen Suo | |||
| Name: | Stephen Suo | |||
| Title: | Senior Vice President | |||
| By: | /s/ Edison Hwang | |||
| Name: | Edison Hwang | |||
| Title: | Vice President | |||
| FARAKER INVESTMENT PTE LTD. | ||||
| By: TCW Asset Management Company, as Manager | ||||
| By: | /s/ Stephen Suo | |||
| Name: | Stephen Suo | |||
| Title: | Senior Vice President | |||
| By: | /s/ Edison Hwang | |||
| Name: | Edison Hwang | |||
| Title: | Vice President | |||
| FIRST 2004-I CLO, LTD. | ||||
By: TCW Asset Management Company, its Collateral Manager | ||||
| By: | /s/ Stephen Suo | |||
| Name: | Stephen Suo | |||
| Title: | Senior Vice President | |||
| By: | /s/ Edison Hwang | |||
| Name: | Edison Hwang | |||
| Title: | Vice President | |||
| FIRST 2004-II CLO, LTD. | ||||
By: TCW Asset Management Company, its Collateral Manager | ||||
| By: | /s/ Stephen Suo | |||
| Name: | Stephen Suo | |||
| Title: | Senior Vice President | |||
| By: | /s/ Edison Hwang | |||
| Name: | Edison Hwang | |||
| Title: | Vice President | |||
| ILLINOIS STATE BOARD OF INVESTMENT | ||||
By: TCW Asset Management Company, as its Investment Advisor | ||||
| By: | /s/ Stephen Suo | |||
| Name: | Stephen Suo | |||
| Title: | Senior Vice President | |||
| By: | /s/ Edison Hwang | |||
| Name: | Edison Hwang | |||
| Title: | Vice President | |||
| MAC CAPITAL, LTD. | ||||
| By: TCW Asset Management Company as its | ||||
| Portfolio Manager | ||||
| By: | /s/ Stephen Suo | |||
| Name: | Stephen Suo | |||
| Title: | Senior Vice President | |||
| By: | /s/ Edison Hwang | |||
| Name: | Edison Hwang | |||
| Title: | Vice President | |||
| MOMENTUM CAPITAL FUND, LTD. | ||||
| By: TCW Asset Management Company as its | ||||
| Portfolio Manager | ||||
| By: | /s/ Stephen Suo | |||
| Name: | Stephen Suo | |||
| Title: | Senior Vice President | |||
| By: | /s/ Edison Hwang | |||
| Name: | Edison Hwang | |||
| Title: | Vice President | |||
| PARK AVENUE LOAN TRUST | ||||
By: TCW Asset Management Company, as Agent | ||||
| By: | /s/ Stephen Suo | |||
| Name: | Stephen Suo | |||
| Title: | Senior Vice President | |||
| By: | /s/ Edison Hwang | |||
| Name: | Edison Hwang | |||
| Title: | Vice President | |||
| RGA REINSURANCE COMPANY | ||||
| By: TCW Asset Management Company as its | ||||
| Investment Advisor | ||||
| By: | /s/ Stephen Suo | |||
| Name: | Stephen Suo | |||
| Title: | Senior Vice President | |||
| By: | /s/ Edison Hwang | |||
| Name: | Edison Hwang | |||
| Title: | Vice President | |||
| TCW CREDIT OPPORTUNITIES FUND I B, | ||||
| L.P. | ||||
| TCW Asset Management Company as Manager | ||||
| By: | /s/ Stephen Suo | |||
| Name: | Stephen Suo | |||
| Title: | Senior Vice President | |||
| By: | /s/ Edison Hwang | |||
| Name: | Edison Hwang | |||
| Title: | Vice President | |||
| TCW CREDIT OPPORTUNITIES FUND, L.P. | ||||
| By: TCW Asset Management Company as | ||||
| Manager | ||||
| By: | /s/ Stephen Suo | |||
| Name: | Stephen Suo | |||
| Title: | Senior Vice President | |||
| By: | /s/ Edison Hwang | |||
| Name: | Edison Hwang | |||
| Title: | Vice President | |||
| TCW SENIOR SECURED FLOATING RATE | ||||
| LOAN FUND, L.P. | ||||
| By: TCW Asset Management Company as its | ||||
| Investment | ||||
| By: | /s/ Stephen Suo | |||
| Name: | Stephen Suo | |||
| Title: | Senior Vice President | |||
| By: | /s/ Edison Hwang | |||
| Name: | Edison Hwang | |||
| Title: | Vice President | |||
| VELOCITY CLO LTD. | ||||
By: TCW Asset Management Company, as Collateral Manager | ||||
| By: | /s/ Stephen Suo | |||
| Name: | Stephen Suo | |||
| Title: | Senior Vice President | |||
| By: | /s/ Edison Hwang | |||
| Name: | Edison Hwang | |||
| Title: | Vice President | |||
| VITESSE CLO LTD. | ||||
| By: TCW Asset Management Company as its | ||||
| Portfolio Manager | ||||
| By: | /s/ Stephen Suo | |||
| Name: | Stephen Suo | |||
| Title: | Senior Vice President | |||
| By: | /s/ Edison Hwang | |||
| Name: | Edison Hwang | |||
| Title: | Vice President | |||
| WEST BEND MUTUAL INSURANCE | ||||
| COMPANY | ||||
| By: TCW Asset Management Company, as its | ||||
| Investment Advisor | ||||
| By: | /s/ Stephen Suo | |||
| Name: | Stephen Suo | |||
| Title: | Senior Vice President | |||
| By: | /s/ Edison Hwang | |||
| Name: | Edison Hwang | |||
| Title: | Vice President | |||
| TCW ABSOLUTE RETURN CREDIT FUND, | ||||
| L.P. | ||||
| By: TCW Asset Management Company, its | ||||
| Investment Manager | ||||
| By: | /s/ Melissa V. Weiler | |||
| Name: | Melissa v. Weiler | |||
| Title: | Managing Director | |||
| By: | /s/ Steven M. Koehler | |||
| Name: | Steven M. Koehler | |||
| Title: | Senior Vice President | |||
| MARATHON FINANCING I B.V. | ||||
| By: Marathon Asset Management L.P. | ||||
| Its Portfolio Manager and Authorized Signatory | ||||
| By: | /s/ Louis T. Hanover | |||
| Name: | Louis T. Hanover | |||
| Title: | Authorized Signatory | |||
| MARATHON CLO II LTD. | ||||
| By: Marathon Asset Management L.P. | ||||
| Its Collateral Manager | ||||
| By: | /s/ Louis T. Hanover | |||
| Name: | Louis T. Hanover | |||
| Title: | Authorized Signatory | |||
| COLUMBUSNOVA CLO LTD. 2006-I | ||||
| By: | /s/ Patrick Engel | |||
| Name: | Patrick Engel | |||
| Title: | Director | |||
| COLUMBUSNOVA CLO LTD. 2006-II | ||||
| By: | /s/ Patrick Engel | |||
| Name: | Patrick Engel | |||
| Title: | Director | |||
| COLUMBUSNOVA CLO LTD. 2007-I | ||||
| By: | /s/ Patrick Engel | |||
| Name: | Patrick Engel | |||
| Title: | Director | |||
| COLUMBUSNOVA CLO LTD. 2007-II | ||||
| By: | /s/ Patrick Engel | |||
| Name: | Patrick Engel | |||
| Title: | Director | |||
| ATRIUM V | ||||
| By: Credit Suisse Alternative Capital, Inc. as Collateral Manager | ||||
| By: | /s/ Thomas Flannery | |||
| Name: | Thomas Flannery | |||
| Title: | Authorized Signatory | |||
| ATRIUM VI | ||||
By: Credit Suisse Alternative Capital, Inc. as Collateral Manager | ||||
| By: | /s/ Thomas Flannery | |||
| Name: | Thomas Flannery | |||
| Title: | Authorized Signatory | |||
| CSAM FUNDING I | ||||
| By: | /s/ Thomas Flannery | |||
| Name: | Thomas Flannery | |||
| Title: | Authorized Signatory | |||
| MADISON PARK FUNDING I, Ltd. | ||||
| By: | /s/ Thomas Flannery | |||
| Name: | Thomas Flannery | |||
| Title: | Authorized Signatory | |||
| MADISON PARK FUNDING II, Ltd. | ||||
By: Credit Suisse Alternative Capital, Inc. as Collateral Manager | ||||
| By: | /s/ Thomas Flannery | |||
| Name: | Thomas Flannery | |||
| Title: | Authorized Signatory | |||
| MADISON PARK FUNDING V, Ltd. | ||||
By: Credit Suisse Alternative Capital, Inc. as Collateral Manager | ||||
| By: | /s/ Thomas Flannery | |||
| Name: | Thomas Flannery | |||
| Title: | Authorized Signatory | |||
| MADISON PARK FUNDING VI, Ltd. | ||||
By: Credit Suisse Alternative Capital, Inc. as Collateral Manager | ||||
| By: | /s/ Thomas Flannery | |||
| Name: | Thomas Flannery | |||
| Title: | Authorized Signatory | |||
| WHITEHORSE I, LTD. | ||||
By: WhiteHorse Capital Partners, L.P. As Collateral Manager | ||||
| By: WhiteRock Asset Advisor, LLC, its G.P. | ||||
| By: | /s/ Ethan Underwood | |||
| Name: | Ethan Underwood | |||
| Title: | Portfolio Manager | |||
| WHITEHORSE II, LTD. | ||||
By: WhiteHorse Capital Partners, L.P. As Collateral Manager | ||||
| By: WhiteRock Asset Advisor, LLC, its G.P. | ||||
| By: | /s/ Ethan Underwood | |||
| Name: | Ethan Underwood | |||
| Title: | Portfolio Manager | |||
| WHITEHORSE III, LTD. | ||||
By: WhiteHorse Capital Partners, L.P. As Collateral Manager | ||||
| By: WhiteRock Asset Advisor, LLC, its G.P. | ||||
| By: | /s/ Ethan Underwood | |||
| Name: | Ethan Underwood | |||
| Title: | Portfolio Manager | |||
| WHITEHORSE V, LTD. | ||||
By: WhiteHorse Capital Partners, L.P. As Collateral Manager | ||||
| By: WhiteRock Asset Advisor, LLC, its G.P. | ||||
| By: | /s/ Ethan Underwood | |||
| Name: | Ethan Underwood | |||
| Title: | Portfolio Manager | |||
FEINGOLD O’KEEFFE CAPITAL, LLC As Collateral Manager for | ||||
| Lime Street CLO, Ltd. | ||||
| By: | /s/ Scott D’Orsi | |||
| Name: | Scott D’Orsi | |||
| Title: | Portfolio Manager | |||
| FEINGOLD O’KEEFFE CAPITAL, LLC | ||||
| As Collateral Manager for | ||||
| Emerson Place CLO, Ltd. | ||||
| By: | /s/ Scott D’Orsi | |||
| Name: | Scott D’Orsi | |||
| Title: | Portfolio Manager | |||
| CANYON CAPITAL CLO 2004-1, LTD. | ||||
| By: | /s/ Michael M. Leyland | |||
| Name: | Michael M. Leyland | |||
| Title: | Authorized Signatory | |||
| By: | Canyon Capital Advisors LLC, | |||
| a Delaware limited liability company, | ||||
| its Collateral Manager | ||||
| GENESIS CLO 2007-1 LTD. | ||||
| By: | Ore Hill Partners LLC | |||
| Its: Investment Advisor | ||||
| By: | /s/ Claude A. Baum, Esq. | |||
| Name: | Claude A. Baum, Esq. | |||
| Title: | General Counsel | |||
| Ore Hill Partners LLC | ||||
| GMAM GROUP PENSION TRUST I | ||||
| By: | State Street Bank & Trust Company as Trustee | |||
| For GMAM Group Pension Trust I | ||||
| By: | /s/ Aaron J. Poulin | |||
| Name: | Aaron J. Poulin | |||
| Title: | Vice President | |||
| State Street Bank & Trust Co. | ||||
| CREDOS FLOATING RATE FUND, L.P. | ||||
| By: Shenkman Capital Management, Inc., its | ||||
| General Partner | ||||
| By: | /s/ Richard H. Weinstein | |||
| Name: | Richard H. Weinstein | |||
| Title: | Executive Vice President | |||
| PRIMUS HIGH YIELD BOND FUND, L.P. | ||||
| By: Shenkman Capital Management, Inc., its | ||||
| General Partner | ||||
| By: | /s/ Richard H. Weinstein | |||
| Name: | Richard H. Weinstein | |||
| Title: | Executive Vice President | |||
| TAVITIAN FOUNDATION, INC. | ||||
| By: Shenkman Capital Management, Inc., as | ||||
| Investment Manager | ||||
| By: | /s/ Richard H. Weinstein | |||
| Name: | Richard H. Weinstein | |||
| Title: | Executive Vice President | |||
| TEACHERS’ RETIREMENT SYSTEM OF LOUISIANA | ||||
| (Shenkman - BANK LOAN ACCOUNT) | ||||
| By: Shenkman Capital Management, Inc., as | ||||
| Investment Manager | ||||
| By: | /s/ Richard H. Weinstein | |||
| Name: | Richard H. Weinstein | |||
| Title: | Executive Vice President | |||
| TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA | ||||
| By: Shenkman Capital Management, Inc., as Investment Manager | ||||
| By: | /s/ Richard H. Weinstein | |||
| Name: | Richard H. Weinstein | |||
| Title: | Executive Vice President | |||
| HARBOR HIGH YIELD BOND FUND | ||||
| By: Shenkman Capital Management, Inc., as Sub Advisor | ||||
| By: | /s/ Richard H. Weinstein | |||
| Name: | Richard H. Weinstein | |||
| Title: | Executive Vice President | |||
| HEWETT’S ISLAND CLO IV, LTD. | ||||
| By: CypressTree Investment Management Company, Inc., as Portfolio Manager | ||||
| By: | /s/ Robert Weeden | |||
| Name: | Robert Weeden | |||
| Title: | Portfolio Manager | |||
| HEWETT’S ISLAND CLO V, LTD. | ||||
| By: CypressTree Investment Management Company, Inc., as Portfolio Manager | ||||
| By: | /s/ Robert Weeden | |||
| Name: | Robert Weeden | |||
| Title: | Portfolio Manager | |||
| BLUEMOUNTAIN CLO LTD | ||||
| By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its collateral manager | ||||
| By: | /s/ Glenn Mueller | |||
| Name: | Glenn Mueller | |||
| Title: | Associate | |||
| BLUEMOUNTAIN CLO II LTD | ||||
| By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its collateral manager | ||||
| By: | /s/ Glenn Mueller | |||
| Name: | Glenn Mueller | |||
| Title: | Associate | |||
| BLUEMOUNTAIN CLO III LTD | ||||
| By: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its collateral manager | ||||
| By: | /s/ Glenn Mueller | |||
| Name: | Glenn Mueller | |||
| Title: | Associate | |||
| ENDURANCE CLO I, LTD. | ||||
| By: West Gate Horizons Advisors LLC, as Collateral Manager | ||||
| By: | /s/ Robert Cohen | |||
| Name: | Robert Cohen | |||
| Title: | Senior Credit Analyst | |||
| WG HORIZONS CLO I | ||||
| By: West Gate Horizons Advisors LLC, as Investment Manager | ||||
| By: | /s/ Robert Cohen | |||
| Name: | Robert Cohen | |||
| Title: | Senior Credit Analyst | |||
| OCEAN TRAILS CLO I | ||||
| By: West Gate Horizons Advisors LLC, as Investment Manager | ||||
| By: | /s/ Robert Cohen | |||
| Name: | Robert Cohen | |||
| Title: | Senior Credit Analyst | |||
| OCEAN TRAILS CLO II | ||||
| By: West Gate Horizons Advisors LLC, as Investment Manager | ||||
| By: | /s/ Robert Cohen | |||
| Name: | Robert Cohen | |||
| Title: | Senior Credit Analyst | |||
| FRIDSON CREDIT STRATEGIES MASTER FUND, L.P. | ||||
| By: | /s/ David Teolis | |||
| Name: | David Teolis | |||
| Title: | Portfolio Manager | |||
| GREEN ISLAND CBNA LOAN FUNDING LLC | ||||
| By: | /s/ Andrew Valko | |||
| Name: | Andrew Valko | |||
| Title: | Attorney-in-Fact | |||
| ACA CLO 2005-1, LTD., | ||||
| By its investment adviser Apidos Capital Management, LLC | ||||
| By: | /s/ Vincent Ingato | |||
| Name: | Vincent Ingato | |||
| Title: | Managing Director | |||
| ACA CLO 2006-1, LTD., | ||||
| By its investment adviser Apidos Capital Management, LLC | ||||
| By: | /s/ Vincent Ingato | |||
| Name: | Vincent Ingato | |||
| Title: | Managing Director | |||
| ACA CLO 2006-2, LTD., | ||||
| By its investment adviser Apidos Capital Management, LLC | ||||
| By: | /s/ Vincent Ingato | |||
| Name: | Vincent Ingato | |||
| Title: | Managing Director | |||
| ACA CLO 2007-1, LTD., | ||||
| By its investment adviser Apidos Capital Management, LLC | ||||
| By: | /s/ Vincent Ingato | |||
| Name: | Vincent Ingato | |||
| Title: | Managing Director | |||
| APIDOS CDO I, | ||||
| By its investment adviser Apidos Capital Management, LLC | ||||
| By: | /s/ Vincent Ingato | |||
| Name: | Vincent Ingato | |||
| Title: | Managing Director | |||
| APIDOS CDO II, | ||||
| By its investment adviser Apidos Capital Management, LLC | ||||
| By: | /s/ Vincent Ingato | |||
| Name: | Vincent Ingato | |||
| Title: | Managing Director | |||
| APIDOS CDO III, | ||||
| By its investment adviser Apidos Capital Management, LLC | ||||
| By: | /s/ Vincent Ingato | |||
| Name: | Vincent Ingato | |||
| Title: | Managing Director | |||
| APIDOS CDO IV, | ||||
| By its investment adviser Apidos Capital Management, LLC | ||||
| By: | /s/ Vincent Ingato | |||
| Name: | Vincent Ingato | |||
| Title: | Managing Director | |||
| APIDOS CDO V, | ||||
| By its investment adviser Apidos Capital Management, LLC | ||||
| By: | /s/ Vincent Ingato | |||
| Name: | Vincent Ingato | |||
| Title: | Managing Director | |||
| APIDOS CINCO CDO | ||||
| By its investment adviser Apidos Capital Management, LLC | ||||
| By: | /s/ Vincent Ingato | |||
| Name: | Vincent Ingato | |||
| Title: | Managing Director | |||
| APIDOS QUATTRO CDO, | ||||
| By its investment adviser Apidos Capital Management, LLC | ||||
| By: | /s/ Vincent Ingato | |||
| Name: | Vincent Ingato | |||
| Title: | Managing Director | |||
| UBS LOAN FINANCE LLC | ||||
| By: | /s/ Mary E. Evans | |||
| Name: | Mary E. Evans | |||
| Title: | Associate Director | |||
| By: | /s/ Marie Haddad | |||
| Name: | Marie Haddad | |||
| Title: | Associate Director | |||
MACKAY SHORT DURATION ALPHA FUND NEW YORK LIFE INSURANCE COMPANY (GUARANTEED PRODUCTS) NEW YORK LIFE INSURANCE COMPANY, GP - PORTABLE ALPHA HOUSTON POLICE OFFICERS’ PENSION SYSTEM MACKAY SHIELDS CORE PLUS ALPHA FUND LTD. | ||||
By: MacKay Shields LLC as Investment Adviser and not individually | ||||
| By: | /s/ Dan Roberts | |||
| Name: | Dan Roberts | |||
| Title: | Sr. Managing Director | |||
| STONE TOWER CDO LTD. | ||||
By Stone Tower Debt Advisors LLC As Its Collateral Manager | ||||
| By: | /s/ Michael W. DelPercio | |||
| Name: | Michael W. DelPercio | |||
| Title: | Authorized Signatory | |||
| STONE TOWER CDO II LTD. | ||||
By Stone Tower Debt Advisors LLC As Its Collateral Manager | ||||
| By: | /s/ Michael W. DelPercio | |||
| Name: | Michael W. DelPercio | |||
| Title: | Authorized Signatory | |||
| STONE TOWER CLO III LTD. | ||||
By Stone Tower Debt Advisors LLC As Its Collateral Manager | ||||
| By: | /s/ Michael W. DelPercio | |||
| Name: | Michael W. DelPercio | |||
| Title: | Authorized Signatory | |||
| STONE TOWER CLO IV LTD. | ||||
By Stone Tower Debt Advisors LLC As Its Collateral Manager | ||||
| By: | /s/ Michael W. DelPercio | |||
| Name: | Michael W. DelPercio | |||
| Title: | Authorized Signatory | |||
| STONE TOWER CLO V LTD. | ||||
By Stone Tower Debt Advisors LLC As Its Collateral Manager | ||||
| By: | /s/ Michael W. DelPercio | |||
| Name: | Michael W. DelPercio | |||
| Title: | Authorized Signatory | |||
| STONE TOWER CLO VI LTD. | ||||
By Stone Tower Debt Advisors LLC As Its Collateral Manager | ||||
| By: | /s/ Michael W. DelPercio | |||
| Name: | Michael W. DelPercio | |||
| Title: | Authorized Signatory | |||
| STONE TOWER CLO VII LTD. | ||||
By Stone Tower Debt Advisors LLC As Its Collateral Manager | ||||
| By: | /s/ Michael W. DelPercio | |||
| Name: | Michael W. DelPercio | |||
| Title: | Authorized Signatory | |||
| RAMPART CLO 2006-1 LTD. | ||||
By Stone Tower Debt Advisors LLC As Its Collateral Manager | ||||
| By: | /s/ Michael W. DelPercio | |||
| Name: | Michael W. DelPercio | |||
| Title: | Authorized Signatory | |||
| RAMPART CLO 2007 LTD. | ||||
By Stone Tower Debt Advisors LLC As Its Collateral Manager | ||||
| By: | /s/ Michael W. DelPercio | |||
| Name: | Michael W. DelPercio | |||
| Title: | Authorized Signatory | |||
| GRANITE VENTURES III LTD. | ||||
| By Stone Tower Debt Advisors LLC | ||||
| As Its Collateral Manager | ||||
| By: | /s/ Michael W. DelPercio | |||
| Name: | Michael W. DelPercio | |||
| Title: | Authorized Signatory | |||
| GRANITE VENTURES II LTD. | ||||
| By Stone Tower Debt Advisors LLC | ||||
| As Its Collateral Manager | ||||
| By: | /s/ Michael W. DelPercio | |||
| Name: | Michael W. DelPercio | |||
| Title: | Authorized Signatory | |||
| GRANITE VENTURES I LTD. | ||||
| By Stone Tower Debt Advisors LLC | ||||
| As Its Collateral Manager | ||||
| By: | /s/ Michael W. DelPercio | |||
| Name: | Michael W. DelPercio | |||
| Title: | Authorized Signatory | |||
| CORNERSTONE CLO LTD. | ||||
| By Stone Tower Debt Advisors LLC | ||||
| As Its Collateral Manager | ||||
| By: | /s/ Michael W. DelPercio | |||
| Name: | Michael W. DelPercio | |||
| Title: | Authorized Signatory | |||
| WACHOVIA BANK, N.A. | ||||
| By: | /s/ Michael R. Burkitt | |||
| Name: | Michael R. Burkitt | |||
| Title: | SVP | |||
| ATLANTIS FUNDING LTD. | ||||
| By: | INVESCO Senior Secured Management, Inc. | |||
| as Collateral Manager | ||||
| By: | /s/ Thomas Ewald | |||
| Name: | Thomas Ewald | |||
| Title: | Authorized Signatory | |||
| AVALON CAPITAL LTD. 3 | ||||
| By: lNVESCO Senior Secured Management, Inc. | ||||
| As Asset Manager | ||||
| By: | /s/ Thomas Ewald | |||
| Name: | Thomas Ewald | |||
| Title: | Authorized Signatory | |||
| BELHURST CLO LTD. | ||||
| By: INVESCO Senior Secured Management, Inc. | ||||
| As Collateral Manager | ||||
| By: | /s/ Thomas Ewald | |||
| Name: | Thomas Ewald | |||
| Title: | Authorized Signatory | |||
| BLT 2009 – 1 LTD. | ||||
| By: INVESCO Senior Secured Management, Inc. | ||||
| As Collateral Manager | ||||
| By: | /s/ Thomas Ewald | |||
| Name: | Thomas Ewald | |||
| Title: | Authorized Signatory | |||
| CHAMPLAIN CLO, LTD. | ||||
| By: INVESCO Senior Secured Management, Inc. | ||||
| As Collateral Manager | ||||
| By: | /s/ Thomas Ewald | |||
| Name: | Thomas Ewald | |||
| Title: | Authorized Signatory | |||
| AIM FLOATING RATE FUND | ||||
| By: INVESCO Senior Secured Management, Inc. | ||||
| As Sub-Adviser | ||||
| By: | /s/ Thomas Ewald | |||
| Name: | Thomas Ewald | |||
| Title: | Authorized Signatory | |||
| HUDSON CANYON FUNDING II, LTD. | ||||
| By: INVESCO Senior Secured Management, Inc. | ||||
| As Collateral Manager & Attorney-in-Fact | ||||
| By: | /s/ Thomas Ewald | |||
| Name: | Thomas Ewald | |||
| Title: | Authorized Signatory | |||
| LIMEROCK CLO I | ||||
| By: INVESCO Senior Secured Management, Inc. | ||||
| As Investment Manager | ||||
| By: | /s/ Thomas Ewald | |||
| Name: | Thomas Ewald | |||
| Title: | Authorized Signatory | |||
| NAUTIQUE FUNDING LTD. | ||||
| By: INVESCO Senior Secured Management, Inc. | ||||
| As Collateral Manager | ||||
| By: | /s/ Thomas Ewald | |||
| Name: | Thomas Ewald | |||
| Title: | Authorized Signatory | |||
| SAGAMORE CLO, LTD. | ||||
| By: INVESCO Senior Secured Management, Inc. | ||||
| As Collateral Manager | ||||
| By: | /s/ Thomas Ewald | |||
| Name: | Thomas Ewald | |||
| Title: | Authorized Signatory | |||
| SARATOGA CLO I, LIMITED | ||||
| By: INVESCO Senior Secured Management, Inc. | ||||
| As the Asset Manager | ||||
| By: | /s/ Thomas Ewald | |||
| Name: | Thomas Ewald | |||
| Title: | Authorized Signatory | |||
| WASATCH CLO LTD. | ||||
| By: INVESCO Senior Secured Management, Inc. | ||||
| As Portfolio Manager | ||||
| By: | /s/ Thomas Ewald | |||
| Name: | Thomas Ewald | |||
| Title: | Authorized Signatory | |||
| PPM GRAYHAWK CLO, LTD. | ||||
| By: | /s/ Chris Kappas | |||
| PPM America Inc. as Collateral Manager | ||||
| Name: | Chris Kappas | |||
| Title: | Managing Director | |||
| SERVES 2006-1, Ltd. | ||||
| By: | /s/ Chris Kappas | |||
| PPM America Inc. as Collateral Manager | ||||
| Name: | Chris Kappas | |||
| Title: | Managing Director | |||
| [FALL CREEK CLO, LTD] | ||||
| By: | /s/ Bryan Higgins | |||
| Name: | Bryan Higgins | |||
| Title: | Authorized Signor | |||
| [EAGLE CREEK CLO, LTD.] | ||||
| By: | /s/ Bryan Higgins | |||
| Name: | Bryan Higgins | |||
| Title: | Authorized Signor | |||
| SUMITOMO MITSUI BANKING | ||||
| CORPORATION | ||||
| By: | /s/ Yasuhiko Imai | |||
| Name: | Yasuhiko Imai | |||
| Title: | Senior Vice President | |||
| BUSHNELL LOAN FUND II, LTD. | ||||
| By: | /s/ Adam Jacobs | |||
| Name: | Adam Jacobs | |||
| Title: | Attorney-in-Fact | |||
| STEDMAN LOAN FUND II, LTD. | ||||
| By: | /s/ Adam Jacobs | |||
| Name: | Adam Jacobs | |||
| Title: | Attorney-in-Fact | |||
| FIRST TENNESSEE BANK NATIONAL | ||||
| ASSOCIATION | ||||
| By: | /s/ Phillip E. Stevenson | |||
| Name: | Phillip E. Stevenson | |||
| Title: | Sr. Vice President | |||
| VENTURE II CDO 2002, LIMITED | ||||
| By its investment advisor, | ||||
| MJX Asset Management LLC | ||||
| By: | /s/ Frederick H. Taylor | |||
| Name: | Frederick H. Taylor | |||
| Title: | Managing Director | |||
| VENTURE III CDO, LIMITED | ||||
| By its investment advisor, | ||||
| MJX Asset Management LLC | ||||
| By: | /s/ Frederick H. Taylor | |||
| Name: | Frederick H. Taylor | |||
| Title: | Managing Director | |||
| VENTURE IV CDO, LIMITED | ||||
| By its investment advisor, | ||||
| MJX Asset Management LLC | ||||
| By: | /s/ Frederick H. Taylor | |||
| Name: | Frederick H. Taylor | |||
| Title: | Managing Director | |||
| VENTURE V CDO, LIMITED | ||||
| By its investment advisor, | ||||
| MJX Asset Management LLC | ||||
| By: | /s/ Frederick H. Taylor | |||
| Name: | Frederick H. Taylor | |||
| Title: | Managing Director | |||
| VENTURE VI CDO, LIMITED | ||||
| By its investment advisor, | ||||
| MJX Asset Management LLC | ||||
| By: | /s/ Frederick H. Taylor | |||
| Name: | Frederick H. Taylor | |||
| Title: | Managing Director | |||
| VENTURE VII CDO, LIMITED | ||||
| By its investment advisor, | ||||
| MJX Asset Management LLC | ||||
| By: | /s/ Frederick H. Taylor | |||
| Name: | Frederick H. Taylor | |||
| Title: | Managing Director | |||
| VENTURE VIII CDO, LIMITED | ||||
| By its investment advisor, | ||||
| MJX Asset Management LLC | ||||
| By: | /s/ Frederick H. Taylor | |||
| Name: | Frederick H. Taylor | |||
| Title: | Managing Director | |||
| VENTURE IX CDO, LIMITED | ||||
| By its investment advisor, | ||||
| MJX Asset Management LLC | ||||
| By: | /s/ Frederick H. Taylor | |||
| Name: | Frederick H. Taylor | |||
| Title: | Managing Director | |||
| VISTA LEVERAGED INCOME FUND | ||||
| By its investment advisor, | ||||
| MJX Asset Management LLC | ||||
| By: | /s/ Frederick H. Taylor | |||
| Name: | Frederick H. Taylor | |||
| Title: | Managing Director | |||
| GS LUX DEBT HOLDINGS II SARL | ||||
| By: | /s/ Simon Cresswell | |||
| Name: | Simon Cresswell | |||
| Title: | Director | |||
PANGAEA CLO 2007-1 LTD. | ||||
By: Pangaea Asset Management, LLC, its Collateral Manager | ||||
| By: | /s/ Ryan C. Metcalfe | |||
| Name: | Ryan C. Metcalfe | |||
| Title: | Director | |||
| NANTUCKET CLO I LTD | ||||
By: Fortis Investment Management USA, Inc., as Attorney-in-Fact | ||||
| By: | /s/ Ronald Daigle | |||
| Name: | Ronald Daigle | |||
| Title: | Vice President | |||
| HARCH CLO II LIMITED | ||||
| By: | /s/ Michael E. Lewitt | |||
| Name: | Michael E. Lewitt | |||
| Title: | Authorized Signatory | |||
| HARCH CLO III LIMITED | ||||
| By: | /s/ Michael E. Lewitt | |||
| Name: | Michael E. Lewitt | |||
| Title: | Authorized Signatory | |||
| HARCH CREDIT OPPORTUNITY LP | ||||
| By: | /s/ Michael E. Lewitt | |||
| Name: | Michael E. Lewitt | |||
| Title: | Authorized Signatory | |||
| MEADOWS FOUNDATION INCORPORATED | ||||
| By: | /s/ Michael E. Lewitt | |||
| Name: | Michael E. Lewitt | |||
| Title: | Authorized Signatory | |||
| FIFTH THIRD BANK | ||||
| By: | /s/ David O’Neal | |||
| Name: | David O'Neal | |||
| Title: | Vice President | |||
BANK OF AMERICA, N.A. (SUCCESSOR TO | ||||
LASALLE BANK NATIONAL | ||||
ASSOCIATION) | ||||
| By: | /s/ John Wofford | |||
| Name: | John Wofford | |||
| Title: | Vice President | |||
| LCM I LIMITED PARTNERSHIP | ||||
| By: Lyon Capital Management LLC, as Collateral Manager | ||||
| By: | /s/ Sophie A. Venon | |||
| Name: | Sophie A. Venon | |||
| Lyon Capital Management LLC | ||||
| Title: | Portfolio Manager | |||
| LCM II LIMITED PARTNERSHIP | ||||
| By: Lyon Capital Management LLC, as Collateral Manager | ||||
| By: | /s/ Sophie A. Venon | |||
| Name: | Sophie A. Venon | |||
| Lyon Capital Management LLC | ||||
| Title: | Portfolio Manager | |||
| LCM III, LTD. | ||||
| By: Lyon Capital Management LLC, as Collateral Manager | ||||
| By: | /s/ Sophie A. Venon | |||
| Name: | Sophie A. Venon | |||
| Lyon Capital Management LLC | ||||
| Title: | Portfolio Manager | |||
| LCM IV, LTD. | ||||
| By: Lyon Capital Management LLC, as Collateral Manager | ||||
| By: | /s/ Sophie A. Venon | |||
| Name: | Sophie A. Venon | |||
| Lyon Capital Management LLC | ||||
| Title: | Portfolio Manager | |||
| LCM V, LTD. | ||||
| By: Lyon Capital Management LLC, as Collateral Manager | ||||
| By: | /s/ Sophie A. Venon | |||
| Name: | Sophie A. Venon | |||
| Lyon Capital Management LLC | ||||
| Title: | Portfolio Manager | |||
| LCM VI, LTD. | ||||
| By: Lyon Capital Management LLC, as Collateral Manager | ||||
| By: | /s/ Sophie A. Venon | |||
| Name: | Sophie A. Venon | |||
| Lyon Capital Management LLC | ||||
| Title: | Portfolio Manager | |||
| STYX PARTNERS, L.P. | ||||
| By: | Styx Associates LLC, its General Partner | |||
| By: | /s/ Kevin Genda | |||
| Name: | Kevin Genda | |||
| Title: | Senior Managing Director | |||
| JERSEY STREET CLO, LTD., | ||||
| By its Collateral Manager, Massachusetts Financial | ||||
| Services Company (JLX) | ||||
| By: | /s/ David J. Cobey | |||
| Name: | David J. Cobey | |||
| As authorized representative and not individually | ||||
| MARLBOROUGH STREET CLO, LTD., | ||||
| By its Collateral Manager, Massachusetts Financial Services Company (JLX) | ||||
| By: | /s/ David J. Cobey | |||
| Name: | David J. Cobey | |||
| As authorized representative and not individually | ||||
| BMO CAPITAL MARKETS FINANCING, INC. | ||||
| By: | /s/ Pamela Schwartz | |||
| Name: | Pamela E. Schwartz | |||
| Title: | Director | |||
| [FULTON FUNDING] | ||||
| By: | /s/ Arlene Arellano | |||
| Name: | Arlene Arellano | |||
| Title: | Authorized Signatory | |||
| [CLARKE FUNDING] | ||||
| By: | /s/ Arlene Arellano | |||
| Name: | Arlene Arellano | |||
| Title: | Authorized Signatory | |||
| CLAPBOARD LLC | ||||
| By: The Royal Bank of Scotland Plc, as Attorney-in-Fact | ||||
| By: | RBS Securities, Inc., Its agent | |||
| By: | /s/ Kevin Q. Stuebe | |||
| Name: | Kevin Q. Stuebe | |||
| Title: | V.P. | |||
| ASCLEPIUS LLC | ||||
| By: The Royal Bank of Scotland Plc, As Attorney-in-Fact | ||||
| By: RBS Securities, Inc., Its agent | ||||
| By: | /s/ Kevin Q. Stuebe | |||
| Name: | Kevin Q. Stuebe | |||
| Title: | V.P. | |||
| LEVERAGESOURCE V, S.A.R.L. | ||||
| By: | /s/ Joseph Moroney | |||
| Name: | Joseph Moroney | |||
| Title: | Class A Manager | |||
| By: | /s/ A. Kamarowsky | |||
| Name: | A. Kamarowsky | |||
| Title: | Class B Manager | |||
| GOLDMAN SACHS LENDING PARTNERS LLC | ||||
| By: | /s/ Andrew Caditz | |||
| Name: | Andrew Caditz | |||
| Title: | Authorized Signatory | |||
| BOSTON HARBOR CLO 2004-1, LTD. | ||||
| By: | /s/ Beth Mazor | |||
| Name: | Beth Mazor | |||
| Title: | V.P. | |||
| Each of the persons listed on Schedule A Severally but not jointly as Lender | ||||
| By: Wellington Management Company, LLP as investment adviser | ||||
| By: | /s/ Donald M. Caiazza | |||
| Name: | Donald M. Caiazza | |||
| Title: | Vice President and Counsel | |||
SCHEDULE A
HISCOX INSURANCE COMPANY (BERMUDA) LTD
HISCOX SYNDICATE 33
STELLAR PERFORMER GLOBAL SERIES W - GLOBAL CREDIT
UMC BENEFIT BOARD, INC.
WELLINGTON TRUST COMPANY, NATIONAL ASSOCIATION MULTIPLE
COMMON TRUST FUNDS TRUST—OPPORTUNISTIC FIXED INCOME
ALLOCATION PORTFOLIO
WELLINGTON TRUST COMPANY, NATIONAL ASSOCIATION MULTIPLE
COMMON TRUST FUNDS TRUST—OPPORTUNISTIC INVESTMENT PORTFOLIO
| VICTORIA COURT CBNA LOAN FUNDING LLC | ||||
| By: | /s/ Adam Kaiser | |||
| Name: | Adam Kaiser | |||
| Title: | Attorney-in-Fact | |||
Asset Manager: Nomura Corporate Research and Asset Management Inc.
Sagittarius Fund
By: Nomura Corporate Research and Asset Management Inc. as Investment Advisor
Stichting Pensioenfonds Hoogovens
By: Nomura Corporate Research and Asset Management Inc. as Investment Advisor
The Regents of the University of California - # EB6J
By: Nomura Corporate Research and Asset Management Inc. as Investment Advisor
California Public Employees’ Retirement System, Account - # SW7Y
By: Nomura Corporate Research and Asset Management Inc. as Investment Advisor
GMAM Investment Funds Trust - # 7MS7
By: Nomura Corporate Research and Asset Management Inc. as Investment Advisor
Nomura US Attractive Yield Corporate Bond Fund Mother Fund
By: The Nomura Trust and Banking Co., Ltd as Trustee
By: Nomura Corporate Research and Asset Management Inc., Attorney in Fact
| By: | /s/ Stephen S. Kotsen | |||
| Name: | Stephen S. Kotsen | |||
| Title: | Portfolio Manager | |||
| DEUTSCHE BANK TRUST COMPANY AMERICAS | ||||
| By: | /s/ Erin Morrissey | |||
| Name: | Erin Morrissey | |||
| Title: | Vice President | |||
| By: | /s/ Enrique Landaeta | |||
| Name: | Enrique Landaeta | |||
| Title: | Vice President | |||
| DEL MAR CLO I, LTD. | ||||
| By: Caywood-Scholl Capital Management, LLC. | ||||
| As Collateral Manager | ||||
| By: | /s/ Tom Saake | |||
| Name: | Tom Saake | |||
| Title: | Managing Director | |||
| AUCTION SERVICES TRUST | ||||
| By: Wilmington Trust Company, not in its individual capacity, but solely as owner trustee under the Trust Agreement dated April 24, 2007 | ||||
| By: | /s/ Joseph B. Feil | |||
| Name: | Joseph B. Feil | |||
| Title: | Vice President | |||
| AIRLIE CLO 2006-II LTD. | ||||
| By: | /s/ Seth Cameron | |||
| Name: | Seth Cameron | |||
| Title: | Portfolio Manager | |||
J.P. MORGAN LEVERAGED LOANS MASTER FUND L.P. | ||||
| By: | /s/ James E. Gibson | |||
| Name: | James E. Gibson | |||
| Title: | Managing Director | |||
| LOUISIANA STATE EMPLOYEES’ RETIREMENT SYSTEM | ||||
| By: | /s/ James E. Gibson | |||
| Name: | James E. Gibson | |||
| Title: | Managing Director | |||
| WELLS FARGO BANK, N.A. | ||||
| By: | /s/ Robyn Rogin | |||
| Name: | Robyn Rogin | |||
| Title: | Vice President | |||
| MUZINICH & CO. (IRELAND) LIMITEDfor the account of Extrayield Global Loan Fund | ||||
| By: | /s/ Michael Ludwig | |||
| Name: | Michael Ludwig | |||
| Title: | Director | |||
| MUZINICH & CO. (IRELAND) LIMITEDfor the account of Extrayield $ Loan Fund | ||||
| By: | /s/ Michael Ludwig | |||
| Name: | Michael Ludwig | |||
| Title: | Director | |||
| U.S. BANK NATIONAL ASSOCIATION | ||||
| By: | /s/ John Eyerman | |||
| Name: | John Eyerman | |||
| Title: | Portfolio Manager | |||
| ROSEDALE CLO LTD. | ||||
| By: Princeton Advisory Group, Inc. the Collateral Manager | ||||
| By: | /s/ Scott O’Connell | |||
| Name: | Scott O’Connell | |||
| Title: | Vice President | |||
| ROSEDALE CLO II LTD. | ||||
| By: Princeton Advisory Group, Inc. the Collateral Manager | ||||
| By: | /s/ Scott O’Connell | |||
| Name: | Scott O’Connell | |||
| Title: | Vice President | |||
| ING CAPITAL LLC | ||||
| By: | /s/ Lawrence P. Eyink | |||
| Name: | Lawrence P. Eyink | |||
| Title: | Director | |||
BLACKROCK SENIOR HIGH INCOME FUND, INC. | ||||
BLACKROCK FLOATING RATE INCOME TRUST | ||||
BLACKROCK DEFINED OPPORTUNITY CREDIT TRUST | ||||
BLACKROCK LIMITED DURATION INCOME TRUST | ||||
BLACKROCK SENIOR INCOME SERIES | ||||
BLACKROCK SENIOR INCOME SERIES II | ||||
BLACKROCK SENIOR INCOME SERIES IV | ||||
BLACKROCK SENIOR INCOME SERIES V LIMITED | ||||
BLACKROCK DEBT STRATEGIES FUND, INC. | ||||
BLACKROCK FLOATING RATE INCOME STRATEGIES FUND, INC. | ||||
BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC. | ||||
BLACKROCK GLOBAL INVESTMENT SERIES: CORPORATE LOAN INCOME PORTFOLIO | ||||
BLACKROCK GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO | ||||
LONGHORN CDO III LTD. | ||||
MASTER SENIOR FLOATING RATE LLC | ||||
MISSOURI STATE EMPLOYEES' RETIREMENT SYSTEM | ||||
BLACKROCK SENIOR FLOATING RATE PORTFOLIO | ||||
SENIOR LOAN PORTFOLIO | ||||
| By: | /s/ AnnMarie Smith | |||
| Name: | AnnMarie Smith | |||
| Title: | Authorized Signatory | |||
| NAVIGATOR CDO 2005, LTD., as a Lender | ||||
| By: GE Asset Management Inc., as Collateral Manager | ||||
| By: | /s/ John Campos | |||
| Name: | John Campos | |||
| Title: | Authorized Signatory | |||
| NAVIGATOR CDO 2006, LTD., as a Lender | ||||
| By: GE Asset Management Inc., as Collateral Manager | ||||
| By: | /s/ John Campos | |||
| Name: | John Campos | |||
| Title: | Authorized Signatory | |||
| ING PRIME RATE TRUST | ||||
| By: | ING Investment Management Co. as the | |||
| Investment Manager | ||||
| By: | /s/ Mark F. Haak | |||
| Name: | Mark F. Haak, CFA | |||
| Title: | Vice President | |||
| ING SENIOR INCOME FUND | ||||
| By: | INS Investment Management Co. as the | |||
| Investment Manager | ||||
| By: | /s/ Mark F. Haak, | |||
| Name: | Mark F. Haak, CFA | |||
| Title: | Vice President | |||
| ING INTERNATIONAL (II) SENIOR BANK LOANS EURO | ||||
| By: ING Investment Management Co. as its Investment Manager | ||||
| By: | /s/ Mark F. Haak | |||
| Name: | Mark F. Haak, CFA | |||
| Title: | Vice President | |||
| ING INVESTMENT TRUST CO. PLAN FOR EMPLOYEE BENEFIT INVESTMENT FUNDS – SENIOR LOAN FUND | ||||
| By: | /s/ Mark F. Haak | |||
| Name: | Mark F. Haak, CFA | |||
| Title: | Vice President | |||
| ING INTERNATIONAL MANAGEMENT CLO I, LTD. | ||||
| By: ING Investment Management Co. as its Investment Manager | ||||
| By: | /s/ Mark F. Haak | |||
| Name: | Mark F. Haak, CFA | |||
| Title: | Vice President | |||
| ING INTERNATIONAL MANAGEMENT CLO II, LTD. | ||||
| By: ING Alternative Asset Management Co. as its Investment Manager | ||||
| By: | /s/ Mark F. Haak | |||
| Name: | Mark F. Haak, CFA | |||
| Title: | Vice President | |||
| ING INVESTMENT MANAGEMENT CLO III, LTD. | ||||
| By: ING Alternative Asset Management Co. as its Investment Manager | ||||
| By: | /s/ Mark F. Haak | |||
| Name: | Mark F. Haak, CFA | |||
| Title: | Vice President | |||
| ING INVESTMENT MANAGEMENT CLO IV, LTD. | ||||
| By: ING Alternative Asset Management Co. as its Investment Manager | ||||
| By: | /s/ Mark F. Haak | |||
| Name: | Mark F. Haak, CFA | |||
| Title: | Vice President | |||
| ING INVESTMENT MANAGEMENT CLO V, LTD. | ||||
| By: ING Alternative Asset Management Co. as its Investment Manager | ||||
| By: | /s/ Mark F. Haak | |||
| Name: | Mark F. Haak, CFA | |||
| Title: | Vice President | |||
| GE BUSINESS FINANCIAL SERVICES, INC. (FORMERLY KNOWN AS MERRIL LYNCH BUSINESS FINANCIAL SERVICES, INC.) | ||||
| By: | /s/ Paul Sleet | |||
| Name: | Paul Sleet | |||
| Title: | Duly Authorized Signatory | |||
| GENERAL ELECTRIC CAPITAL CORPORATION | ||||
| By: | /s/ Paul Sleet | |||
| Name: | Paul Sleet | |||
| Title: | Duly Authorized Signatory | |||
| BALTIC FUNDING LLC | ||||
| By: | /s/ Stacy Lai | |||
| Name: | Stacy Lai | |||
| Title: | Assistant Vice President | |||
| SSS FUNDING II | ||||
| By: Sankaty Advisors, LLC as Collateral Manager | ||||
| By: | /s/ Alan K. Halfenger | |||
| Name: | Alan K. Halfenger | |||
| Title: | Chief Compliance Officer Assistant Secretary | |||
| MIDLAND NATIONAL LIFE INSURANCE COMPANY – BOLI GEN | ||||
| By: Guggenheim Partners Asset Management, Inc. | ||||
| By: | /s/ Stephen D. Sautel | |||
| Name: | Stephen D. Sautel | |||
| Title: | Senior Managing Director | |||
| NYLIAC SEPARATE ACCOUNT 70_A01 | ||||
| By: Guggenheim Partners Asset Management, Inc. | ||||
| By: | /s/ Stephen D. Sautel | |||
| Name: | Stephen D. Sautel | |||
| Title: | Senior Managing Director | |||
| TRUSTMARK INSURANCE COMPANY | ||||
| By: Shenkman Capital Management, Inc., as Investment Manager | ||||
| By: | /s/ Richard H. Weinstein | |||
| Name: | Richard H. Weinstein | |||
| Title: | Executive Vice President | |||
| WESTBROOK CLO, LTD. | ||||
| By: Shenkman Capital Management, Inc., as Investment Manager | ||||
| By: | /s/ Richard H. Weinstein | |||
| Name: | Richard H. Weinstein | |||
| Title: | Executive Vice President | |||
| STICHTING BEWAAR BEROEPSVERVOER FOR FONDS VOOR GEMENE REKENING BEROEPSVERVOER | ||||
| By: Shenkman Capital Management, Inc., as Investment Manager | ||||
| By: | /s/ Richard H. Weinstein | |||
| Name: | Richard H. Weinstein | |||
| Title: | Executive Vice President | |||
| CAPITALSOURCE FINANCE LLC | ||||
| By: | /s/ Arturo J. Velez | |||
| Name: | Arturo J. Velez | |||
| Title: | Authorized Signatory | |||
EXHIBIT A
CONSENT
Dated as of October 23, 2009
The undersigned, as Grantors under the Guarantee and Collateral Agreement and, as applicable, as parties to the other Security Documents, hereby consent and agree to the foregoing Second Amendment dated as of October 23, 2009 (the “Second Amendment”), by and between the Borrower and the Lenders party thereto, and hereby confirm and agree that (i) each of the Guarantee and Collateral Agreement and the other Security Documents is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of, said Second Amendment, each reference therein to the “Credit Agreement”, “thereunder”, “thereof” and words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended by said Second Amendment and (ii) the Guarantee and Collateral Agreement, the other Security Documents and all of the Collateral described in the foregoing do, and shall continue to, secure the payment and performance of all of the Obligations as defined in the Guarantee and Collateral Agreement, after giving effect to said Second Amendment.
[Signature pages follow]
| KAR HOLDINGS, INC. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA, INC. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| INSURANCE AUTO AUCTIONS, INC. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA CORPORATION, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| A.D.E. OF ARK-LA-TEX, INC. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| A.D.E. OF KNOXVILLE, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA ARK-LA-TEX, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA ARKANSAS, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA ATLANTA, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA BIRMINGHAM, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA CALIFORNIA, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA CHARLOTTE, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA COLORADO, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA DES MOINES, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA FLORIDA, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA IMPACT TEXAS, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA INDIANAPOLIS, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA LANSING, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA LEXINGTON, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA MISSOURI, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA NEW JERSEY, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA NEW YORK, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA OHIO, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA OKLAHOMA, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA PENNSYLVANIA, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA PHOENIX, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA SAN DIEGO, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA-SOUTH FLORIDA, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA SOUTHERN INDIANA, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA TEXAS, INC. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA VIRGINIA, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA WASHINGTON, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA WISCONSIN, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ASSET HOLDINGS III, L.P. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| AUTO DEALERS EXCHANGE OF CONCORD, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| AUTO DEALERS EXCHANGE OF MEMPHIS, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| AUTOMOTIVE FINANCE CORPORATION | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| AUTOMOTIVE RECOVERY SERVICES, INC. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| AUTOVIN, INC. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| PAR, INC. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| AFC CAL, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| AXLE HOLDINGS, INC. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| INSURANCE AUTO AUCTIONS CORP. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| IAA SERVICES, INC. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| IAA ACQUISITION CORP. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| AUTO DISPOSAL SYSTEMS, INC. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADS PRIORITY TRANSPORTS, LTD. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADS ASHLAND, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ZABEL & ASSOCIATES, INC. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| SIOUX FALLS AUTO AUCTIONS, INC. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| TRI-STATE AUCTION CO., INC. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| AUTO DISPOSAL OF BOWLING GREEN, INC. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| AUTO DISPOSAL OF CHATTANOOGA, INC. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| AUTO DISPOSAL OF NASHVILLE, INC. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| AUTO DISPOSAL OF PADUCAH, INC. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| AUTO DISPOSAL OF MEMPHIS, INC. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| SALVAGE DISPOSAL COMPANY OF GEORGIA | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA MISSOURI REDEVELOPMENT CORPORATION | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| LIVEBLOCK AUCTIONS INTERNATIONAL, INC. | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| AUTOMOTIVE FINANCE CONSUMER DIVISION, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA DEALER SERVICES, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| DENT DEMON, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| ADESA MINNESOTA, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| CARBUYCO, LLC | ||||
| By: | /s/ Eric M. Loughmiller | |||
| Name: | Eric M. Loughmiller | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
