Exhibit 10.2
EXECUTION VERSION
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of June 13, 2017, by and among CONTURA ENERGY, INC., a Delaware corporation (the “Borrower”), each of the Guarantors (as defined in the Credit Agreement referred to below), the Lenders (as defined below) that are parties hereto, and JEFFERIES FINANCE LLC, in its capacity as administrative agent (the “Administrative Agent”) and collateral agent (the “Collateral Agent”) for the Lenders.
W I T N E S S E T H:
WHEREAS, the Borrower, the several banks and other financial institutions party thereto (collectively, the “Lenders”), the Administrative Agent and the Collateral Agent are parties to that certain Credit Agreement, dated as of March 17, 2017 (as amended, supplemented and modified from time to time and in effect immediately prior to the date hereof, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement as amended hereby), pursuant to which the Lenders have made certain financial accommodations available to the Borrower; and
WHEREAS, the Borrower has requested that the Lenders, the Administrative Agent and the Collateral Agent amend certain provisions of the Credit Agreement in order to permit the Borrower to make a one-time dividend, and subject to the terms and conditions hereof, the Lenders executing this Amendment are willing to do so;
NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the Borrower, the Lenders executing this Amendment, the Administrative Agent and the Collateral Agent agree as follows:
1.Amendments to Credit Agreement.
(a) Section 1.01 of the Credit Agreement is hereby amended by amending the definition of “Available Amount” to (i) delete the period at the end of clause (iii) thereof and replacing it with “; minus” and (ii) inserting a new clause (iv) at the end thereof as follows:
“(iv) to the extent any Restricted Payment is made pursuant to Section 7.06(n), the remainder (if positive) of (A) the aggregate amount of such Restricted Payment less (B) $20,000,000.”
(b) Section 1.01 of the Credit Agreement is hereby further amended by inserting the following defined terms therein in appropriate alphabetical order:
“‘First Amendment Effective Date’ means June 13, 2017.”
(c) Section 2.03(d) of the Credit Agreement is hereby amended and restated in its entirety as follows:
“(d) Excess Cash Flow. In the event that there shall be Excess Cash Flow for any fiscal year (commencing with the fiscal year ending December 31, 2017 for the portion of such fiscal year occurring after the Closing Date), Borrower shall, no later than one hundred thirty (130) days after the end of such fiscal year, prepay the Term Loans in an aggregate amount equal to (i) 75% of such Excess Cash Flow minus (ii) voluntary repayments of the Loans made with Internally Generated Cash (excluding, for the avoidance of doubt, repayments of Loans made with the cash proceeds of any Permitted Refinancing Indebtedness); provided, that if, as of the last day of the most
recently ended fiscal year, the Total Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 6.02(a) calculating the Total Leverage Ratio as of the last day of such fiscal year) shall be (1) less than 2.50:1.00 and greater than or equal to 1.25:1.00, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to (i) 50% of such Excess Cash Flow minus (ii) voluntary repayments of the Loans made with Internally Generated Cash (excluding, for the avoidance of doubt, repayments of Loans made with the cash proceeds of any Permitted Refinancing Indebtedness) and (2) less than 1.25:1.00, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to (i) 25% of such Excess Cash Flow minus (ii) voluntary repayments of the Loans made with Internally Generated Cash (excluding, for the avoidance of doubt, repayments of Loans made with the cash proceeds of any Permitted Refinancing Indebtedness).”
(d) Section 7.06 of the Credit Agreement is hereby amended by amending and restating clause (e) in its entirety as follows:
“(e) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower and its Subsidiaries may make Restricted Payments in an amount not to exceed (i) the remainder (if positive) of (1) $20,000,000 less (2) the aggregate amount of any Restricted Payment made pursuant to Section 7.06(n), plus (ii) the Available Amount; provided that, the First Lien Leverage Ratio (calculated on a Pro Forma Basis) shall be less than or equal to (A) with respect to any such calculation in respect of a four consecutive quarter period ended on or before December 31, 2017, 1.00:1.00 after giving effect to such Restricted Payment, (B) with respect to any such calculation in respect of a four consecutive quarter period ended after December 31, 2017 and on or before December 31, 2018, 1.25:1.00 after giving effect to such Restricted Payment and (C) with respect to any other such calculation, 1.50:1.00 after giving effect to such Restricted Payment;”
(e) Section 7.06 of the Credit Agreement is hereby further amended by (i) deleting the word “and” at the end of clause (l) thereof; (ii) deleting the period at the end of clause (m) thereof and replacing it with “; and”; and (iii) inserting a new clause (n) at the end thereof as follows:
“(n) the Borrower may (i) no later than 45 days after the First Amendment Effective Date, declare and pay a one-time cash dividend or distribution from unencumbered cash on hand to its shareholder, (ii) no later than December 31, 2017, purchase, redeem or otherwise acquire Equity Interests issued by it, or (iii) any combination of the foregoing, in an aggregate amount for all such transactions not to exceed $150,000,000 so long as (A) no Event of Default shall have occurred and be continuing or would result therefrom, (B) the First Lien Leverage Ratio (calculated on a Pro Forma Basis) shall be less than or equal to 1.00:1.00 after giving effect to such Restricted Payment, and (C) at least three Business Days prior to the first of any such Restricted Payment the Borrower shall make an offer to all Lenders to repay the Term Loans at par concurrently with the payment of such Restricted Payment in an aggregate principal amount equal to $10,000,000; provided that, notwithstanding anything to the contrary in this Agreement, each Lender may notify the Administrative Agent by no later than 5:00 p.m., New York City time on the second Business Day after the delivery of such prepayment offer to the extent it does not wish to accept all or any portion of its Applicable Percentage of such offer. Any Lender whose response is not received by the Administrative Agent by 5:00 p.m., New York City time on the second Business Day after the delivery of the prepayment offer or does not specify the amount of its share of the prepayment that it is declining shall be deemed an acceptance of the total amount of such Lender’s share of the
prepayment offer. Concurrently with the payment of the first of any Restricted Payment pursuant to this clause (n), the Borrower shall make a prepayment at par of outstanding Term Loans to each Lender who accepted (or has been deemed to accept) the prepayment offer in a principal amount equal to such Lender’s Applicable Percentage of $10,000,000 which shall be applied (or deemed applied) to the remaining scheduled installments of principal owed to such Lender in inverse order of maturity. Any portion of the prepayment properly rejected pursuant to the above terms shall be retained by the Borrower.”
2.Effectiveness of Amendment. Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that the amendment contained herein shall not become effective, and the Borrower shall have no rights under this Amendment, until the Administrative Agent shall have received:
(a) this Amendment duly executed by the Borrower, each Guarantor, the Required Lenders, the Administrative Agent and the Collateral Agent;
(b) a certificate signed by a Responsible Officer of the Borrower certifying that as of the effective date of this Amendment, (i) after giving effect to this Amendment, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), and (ii) no Default or Event of Default has occurred and is continuing;
(c) a fee equal to 0.25% of the Term Loans payable to the Administrative Agent for the ratable benefit of the Lenders executing this Amendment based upon their respective Applicable Percentages; and
(d) reimbursement or payment of the costs and expenses of the Administrative Agent incurred in connection with the preparation, execution and delivery of this Amendment or otherwise outstanding under the Credit Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent.
3.Representations and Warranties. To induce the Lenders, the Administrative Agent and the Collateral Agent to enter into this Amendment, each of the Loan Parties represents and warrants to the Lenders, the Administrative Agent and the Collateral Agent that:
(a) The execution, delivery and performance by such Loan Party of this Amendment are within its organizational powers and have been duly authorized by all necessary organizational and, if required, shareholder, partner or member action. This Amendment has been duly executed and delivered by such Loan Party and constitutes a valid and binding obligation of such Loan Party, enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
(b) The execution, delivery and performance by such Loan Party of this Amendment (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirement of Law or any judgment, order or ruling of any Governmental Authority, in each case, applicable to such Loan Party, (c) will not violate the terms of such Loan Party’s Organizational Documents, (d) will not violate or result in a default under any Contractual Obligation of such Loan Party or any of its assets or give rise to a right thereunder to require any payment to be made by such Loan Party and (e) will not result in the creation or imposition of any Lien on any asset of such Loan Party, except Liens (if any) created under the Loan Documents.
(c) After giving effect to this Amendment, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), and no Default or Event of Default has occurred and is continuing as of the date hereof.
4.Reaffirmations and Acknowledgments. Each Loan Party does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby and its obligations thereunder. Each of the Loan Parties hereby acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein.
5.Effect of Amendment. Except as set forth expressly herein, all terms of the Credit Agreement, as amended hereby, and the other Loan Documents shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the Borrower to the Lenders and the Administrative Agent. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. Any reference in any Loan Document to the Credit Agreement (including “thereunder”, “thereof” or other words of like import referring to the Credit Agreement) shall be a reference to the Credit Agreement as amended by this Amendment. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement.
6.Governing Law. This Amendment and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Amendment and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York (without giving effect to the conflict of law principles thereof except for Sections 5-1401 and 5-1402 of the New York General Obligations Law) and all applicable federal laws of the United States of America.
7.No Novation. This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Credit Agreement or an accord and satisfaction in regard thereto.
8.Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.
9.Costs and Expenses. The Borrower agrees to pay all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment which are payable pursuant to Section 10.04 of the Credit Agreement.
10.Binding Nature. This Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective successors, successors-in-titles, and assigns.
11.Entire Understanding. This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
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| BORROWER: |
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| CONTURA ENERGY, INC. |
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| By | /s/ C. Andrew Eidson |
| | Name: | C. Andrew Eidson |
| | Title: | Executive Vice President, Chief Financial Officer and Treasurer |
[Signature Page to First Amendment to Credit Agreement (Contura)]
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| GUARANTORS: |
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| CONTURA ENERGY, LLC |
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| By | /s/ C. Andrew Eidson |
| | Name: | C. Andrew Eidson |
| | Title: | Manager and President |
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| CONTURA ENERGY SERVICES, LLC |
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| By | /s/ C. Andrew Eidson |
| | Name: | C. Andrew Eidson |
| | Title: | Executive Vice President and Chief Financial Officer |
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| CONTURA MINING HOLDING, LLC |
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| By | /s/ C. Andrew Eidson |
| | Name: | C. Andrew Eidson |
| | Title: | Executive Vice President, Chief Financial Officer and Treasurer |
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| EMERALD CONTURA, LLC |
| DICKENSON-RUSSELL CONTURA, LLC |
| NICHOLAS CONTURA, LLC |
| CONTURA COAL RESOURCES, LLC |
| CONTURA WYOMING LAND, LLC |
| CONTURA COAL SALES, LLC |
| POWER MOUNTAIN CONTURA, LLC |
| CUMBERLAND CONTURA, LLC |
| CONTURA PENNSYLVANIA LAND, LLC |
| CONTURA FREEPORT, LLC |
| CONTURA EUROPEAN MARKETING, LLC |
| PARAMONT CONTURA, LLC |
| CONTURA PENNSYLVANIA TERMINAL, LLC |
| CONTURA CAPP LAND, LLC |
| CONTURA COAL WEST, LLC |
| CONTURA TERMINAL, LLC |
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| By | /s/ C. Andrew Eidson |
| | Name: | C. Andrew Eidson |
| | Title: | Vice President and Treasurer |
[Signature Page to First Amendment to Credit Agreement (Contura)]
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| JEFFERIES FINANCE LLC |
| as Administrative Agent, Collateral Agent and Lender |
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| By | /s/ J. Paul McDonnell |
| | Name: | J. Paul McDonnell |
| | Title: | Managing Director |
[Signature Page to First Amendment to Credit Agreement (Contura)]
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| Arch Street CLO, Ltd. |
| as a Lender |
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| By: | /s/ Scott D'Orsi |
| | Name: | Scott D'Orsi |
| | Title: | Portfolio Manager |
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| By: | |
| | Name: | |
| | Title: | |
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| BDCA-CB FUNDING, LLC |
| as a Lender |
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| By: | /s/ Corinne Pankovcin |
| | Name: | Corinne Pankovcin |
| | Title: | Director |
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| Benefit Street Partners Capital Opportunity Fund SPV LLC |
| as a Lender |
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| By: | /s/ Todd Marsh |
| | Name: | Todd Marsh |
| | Title: | Authorized Signer |
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| By: | |
| | Name: | |
| | Title: | |
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| Benefit Street Partners CLO IV, Ltd. |
| as a Lender |
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| By: | /s/ Todd Marsh |
| | Name: | Todd Marsh |
| | Title: | Authorized Signer |
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| By: | |
| | Name: | |
| | Title: | |
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| Benefit Street Partners CLO IX, Ltd. |
| as a Lender |
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| By: | /s/ Todd Marsh |
| | Name: | Todd Marsh |
| | Title: | Authorized Signer |
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| By: | |
| | Name: | |
| | Title: | |
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| Benefit Street Partners CLO V, Ltd. |
| as a Lender |
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| By: | /s/ Todd Marsh |
| | Name: | Todd Marsh |
| | Title: | Authorized Signer |
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| By: | |
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| | Title: | |
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| Benefit Street Partners CLO VI, Ltd. |
| as a Lender |
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| By: | /s/ Todd Marsh |
| | Name: | Todd Marsh |
| | Title: | Authorized Signer |
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| By: | |
| | Name: | |
| | Title: | |
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| Benefit Street Partners CLO VII, Ltd. |
| as a Lender |
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| By: | /s/ Todd Marsh |
| | Name: | Todd Marsh |
| | Title: | Authorized Signer |
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| By: | |
| | Name: | |
| | Title: | |
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| Benefit Street Partners CLO VIII, Ltd. |
| as a Lender |
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| By: | /s/ Todd Marsh |
| | Name: | Todd Marsh |
| | Title: | Authorized Signer |
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| By: | |
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| | Title: | |
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| Benefit Street Partners CLO X, Ltd. |
| as a Lender |
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| By: | /s/ Todd Marsh |
| | Name: | Todd Marsh |
| | Title: | Authorized Signer |
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| By: | |
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| | Title: | |
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| Benefit Street Partners CLO XI, Ltd. |
| as a Lender |
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| By: | /s/ Todd Marsh |
| | Name: | Todd Marsh |
| | Title: | Authorized Signer |
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| By: | |
| | Name: | |
| | Title: | |
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| Benefit Street Partners CLO XII, Ltd. |
| as a Lender |
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| By: | /s/ Todd Marsh |
| | Name: | Todd Marsh |
| | Title: | Authorized Signer |
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| By: | |
| | Name: | |
| | Title: | |
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| BSP Senior Secured Debt Fund (Non-US) SPV-1 L.P. |
| as a Lender |
| By: BSP Senior Secured Debt Fund (Non-US) SPV GP L.L.C., its general partner |
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| By: | /s/ Todd Marsh |
| | Name: | Todd Marsh |
| | Title: | Authorized Signer |
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| By: | |
| | Name: | |
| | Title: | |
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| Benefit Street Partners SMA-C SPV L.P. |
| as a Lender |
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| By: | /s/ Todd Marsh |
| | Name: | Todd Marsh |
| | Title: | Authorized Signer |
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| By: | |
| | Name: | |
| | Title: | |
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| Blue Cross of Idaho Health Service, Inc. |
| as a Lender |
| By: Seix Investment Advisors LLC, as Investment Manager |
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| By: | /s/ George Goudelias |
| | Name: | George Goudelias |
| | Title: | Managing Director |
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| By: | |
| | Name: | |
| | Title: | |
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| BlueMountain CLO 2012-2 Ltd |
| as a Lender |
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, Its Collateral Manager |
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| By: | /s/ Meghan Fornshell |
| | Name: | Meghan Fornshell |
| | Title: | Operations Analyst |
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| By: | |
| | Name: | |
| | Title: | |
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| BlueMountain CLO 2013-1 LTD. |
| as a Lender |
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC. ITS COLLATERAL MANAGER |
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| By: | /s/ Meghan Fornshell |
| | Name: | Meghan Fornshell |
| | Title: | Operations Analyst |
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| By: | |
| | Name: | |
| | Title: | |
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| BlueMountain CLO 2013-4 Ltd. |
| as a Lender |
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC. ITS COLLATERAL MANAGER |
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| By: | /s/ Meghan Fornshell |
| | Name: | Meghan Fornshell |
| | Title: | Operations Analyst |
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| By: | |
| | Name: | |
| | Title: | |
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| BlueMountain CLO 2014-1 Ltd |
| as a Lender |
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| By: | /s/ Meghan Fornshell |
| | Name: | Meghan Fornshell |
| | Title: | Operations Analyst |
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| By: | |
| | Name: | |
| | Title: | |
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| BlueMountain CLO 2014-2 Ltd |
| as a Lender |
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| By: | /s/ Meghan Fornshell |
| | Name: | Meghan Fornshell |
| | Title: | Operations Analyst |
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| By: | |
| | Name: | |
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| BlueMountain CLO 2014-3 Ltd. |
| as a Lender |
| By: BlueMountain Capital Management, LLC |
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| By: | /s/ Meghan Fornshell |
| | Name: | Meghan Fornshell |
| | Title: | Operations Analyst |
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| By: | |
| | Name: | |
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| BlueMountain CLO 2014-4 Ltd |
| as a Lender |
| BY: BlueMountain Capital Management |
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| By: | /s/ Meghan Fornshell |
| | Name: | Meghan Fornshell |
| | Title: | Operations Analyst |
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| By: | |
| | Name: | |
| | Title: | |
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| BlueMountain CLO 2015-1 Ltd |
| as a Lender |
| BlueMountain Capital Management, its Collateral Manager |
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| By: | /s/ Meghan Fornshell |
| | Name: | Meghan Fornshell |
| | Title: | Operations Analyst |
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| By: | |
| | Name: | |
| | Title: | |
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| BlueMountain CLO 2015-2, Ltd. |
| as a Lender |
| By: BlueMountain Capital Management, LLC |
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| By: | /s/ Meghan Fornshell |
| | Name: | Meghan Fornshell |
| | Title: | Operations Analyst |
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| By: | |
| | Name: | |
| | Title: | |
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| BlueMountain CLO 2015-3 Ltd |
| as a Lender |
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| By: | /s/ Meghan Fornshell |
| | Name: | Meghan Fornshell |
| | Title: | Operations Analyst |
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| By: | |
| | Name: | |
| | Title: | |
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| BlueMountain CLO 2015-4, Ltd. |
| as a Lender |
| By: BlueMountain Capital Management, LLC |
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| By: | /s/ Meghan Fornshell |
| | Name: | Meghan Fornshell |
| | Title: | Operations Analyst |
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| By: | |
| | Name: | |
| | Title: | |
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| BlueMountain CLO 2016-1, Ltd. |
| as a Lender |
| BlueMountain Capital Management, LLC |
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| By: | /s/ Meghan Fornshell |
| | Name: | Meghan Fornshell |
| | Title: | Operations Analyst |
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| By: | |
| | Name: | |
| | Title: | |
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| BlueMountain CLO 2016-2, Ltd. |
| as a Lender |
| BlueMountain Capital Management, LLC |
| | | |
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| By: | /s/ Meghan Fornshell |
| | Name: | Meghan Fornshell |
| | Title: | Operations Analyst |
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| By: | |
| | Name: | |
| | Title: | |
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| BlueMountain CLO 2016-3 Ltd |
| as a Lender |
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| By: | /s/ Meghan Fornshell |
| | Name: | Meghan Fornshell |
| | Title: | Operations Analyst |
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| By: | |
| | Name: | |
| | Title: | |
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| BOWERY FUNDING ULC |
| as a Lender |
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| By: | /s/ Madonna Sequeira |
| | Name: | Madonna Sequeira |
| | Title: | Authorized Signatory |
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| By: | |
| | Name: | |
| | Title: | |
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| Cent CLO 23 Limited |
| as a Lender |
By: Columbia Management Investment Advisers, LLC As Collateral Manager |
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| By: | /s/ Steven B. Staver |
| | Name: | Steven B. Staver |
| | Title: | Assistant Vice President |
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| By: | |
| | Name: | |
| | Title: | |
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| Citi Loan Funding BM 2017 LLC |
| as a Lender |
| By: Citigroup Financial Products Inc. |
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| By: | /s/ Jennifer Guinn |
| | Name: | Jennifer Guinn |
| | Title: | Associate Director |
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| By: | |
| | Name: | |
| | Title: | |
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| City National Rochdale Fixed Income Opportunities Fund |
| as a Lender |
| By: Seix Investment Advisors LLC, as Subadviser |
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| By: | /s/ George Goudelias |
| | Name: | George Goudelias |
| | Title: | Managing Director |
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| By: | |
| | Name: | |
| | Title: | |
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| CONTINENTAL CASUALTY COMPANY |
| as a Lender |
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| By: | /s/ Lynne Gugenheim |
| | Name: | Lynne Gugenheim |
| | Title: | Senior Vice President and Deputy General Counsel |
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| | | | Approved by Law Dept. |
| | | | By: | /s/ Law Dept. |
| | | | Date: | 6-6-17 |
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| Crown Point CLO III, Ltd. |
| as a Lender |
| by Valcour Capital Management LLC, as its Collateral Manager |
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| By: | /s/ John D'Angelo |
| | Name: | John D'Angelo |
| | Title: | Sr. Portfolio Manager |
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| By: | |
| | Name: | |
| | Title: | |
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| | |
| Dunham Floating Rate Bond Fund |
| as a Lender |
| | | |
| | | |
| By: | /s/ Kyle Jennings |
| | Name: | Kyle Jennings |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| FCCI Insurance Company |
| as a Lender |
| | | |
| | | |
| By: | /s/ Kathy News |
| | Name: | Kathy News |
| | Title: | Senior Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Figueroa CLO 2014-1, Ltd. |
| as a Lender |
| BY: TCW Asset Management Company as Investment Manager |
| | | |
| | | |
| By: | /s/ Nora Olan |
| | Name: | Nora Olan |
| | Title: | Senior Vice President |
| | | |
| By: | /s/ Bibi Khan |
| | Name: | Bibi Khan |
| | Title: | Managing Director |
|
| | |
| Hastings Mutual Insurance Company |
| as a Lender |
| | | |
| | | |
| By: | /s/ Kathy News |
| | Name: | Kathy News |
| | Title: | Senior Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Honeywell International Inc Master Retirement Trust |
| as a Lender |
| | | |
| | | |
| By: | /s/ Kathy News |
| | Name: | Kathy News |
| | Title: | Senior Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| JFIN CLO 2014-II LTD. |
| as a Lender |
| By: Apex Credit Partners LLC, as Portfolio Manager |
| | | |
| | | |
| By: | /s/ Morris Cohen |
| | Name: | Morris Cohen |
| | Title: | Vice President |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| JFIN CLO 2015 LTD. |
| as a Lender |
| By: Apex Credit Partners LLC, as Portfolio Manager |
| | | |
| | | |
| By: | /s/ Morris Cohen |
| | Name: | Morris Cohen |
| | Title: | Vice President |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| JFIN Fund V 2017 LLC |
| as a Lender |
| By: Apex Credit Partners LLC, as Portfolio Manager |
| | | |
| | | |
| By: | /s/ Morris Cohen |
| | Name: | Morris Cohen |
| | Title: | Vice President |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| JFIN MM CLO 2014 LTD. |
| as a Lender |
| By: Apex Credit Partners LLC, as Portfolio Manager |
| | | |
| | | |
| By: | /s/ Morris Cohen |
| | Name: | Morris Cohen |
| | Title: | Vice President |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| JFIN CLO 2014 LTD |
| as a Lender |
| By: Apex Credit Partners LLC, as Portfolio Manager |
| | | |
| | | |
| By: | /s/ Morris Cohen |
| | Name: | Morris Cohen |
| | Title: | Vice President |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| JFIN CLO 2015-II LTD. |
| as a Lender |
| | | |
| | | |
| By: | /s/ Morris Cohen |
| | Name: | Morris Cohen |
| | Title: | Vice President |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| JFIN CLO 2016 LTD. |
| as a Lender |
| By: Apex Credit Partners LLC, as Portfolio Manager |
| | | |
| | | |
| By: | /s/ Morris Cohen |
| | Name: | Morris Cohen |
| | Title: | Vice President |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| JFIN CLO 2017 LTD. |
| as a Lender |
| By: Apex Credit Partners LLC, as Portfolio Manager |
| | | |
| | | |
| By: | /s/ Morris Cohen |
| | Name: | Morris Cohen |
| | Title: | Vice President |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| JEFFERIES LEVERAGED CREDIT PRODUCTS, LLC |
| as a Lender |
| | | |
| | | |
| By: | /s/ Paul Loomis |
| | Name: | Paul Loomis |
| | Title: | Managing Director |
|
| | |
| MAM CORPORATE LOAN ICAV |
| as a Lender |
By: MARATHON ASSET MANAGEMENT, L.P. Its Investment Manager |
| | | |
| | | |
| By: | /s/ Louis Hanover |
| | Name: | Louis Hanover |
| | Title: | Authorized Signatory |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| MARATHON CLO IX LTD. |
| as a Lender |
By: MARATHON ASSET MANAGEMENT, L.P. as Portfolio Manager |
| | | |
| | | |
| By: | /s/ Louis Hanover |
| | Name: | Louis Hanover |
| | Title: | Authorized Signatory |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Marathon CLO VI, Ltd. |
| as a Lender |
| | | |
| | | |
| By: | /s/ Louis Hanover |
| | Name: | Louis Hanover |
| | Title: | Authorized Signatory |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| MARATHON CLO VII Ltd. |
| as a Lender |
| | | |
| | | |
| By: | /s/ Louis Hanover |
| | Name: | Louis Hanover |
| | Title: | Authorized Signatory |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Marathon CLO VIII Ltd. |
| as a Lender |
| | | |
| | | |
| By: | /s/ Louis Hanover |
| | Name: | Louis Hanover |
| | Title: | Authorized Signatory |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Metropolitan West Floating Rate Income Fund |
| as a Lender |
BY: Metropolitan West Asset Management as Investment Manager |
| | | |
| | | |
| By: | /s/ Nora Olan |
| | Name: | Nora Olan |
| | Title: | Senior Vice President |
| | | |
| By: | /s/ Bibi Khan |
| | Name: | Bibi Khan |
| | Title: | Managing Director |
|
| | |
| MIDTOWN ACQUISITIONS, L.P., |
| as a Lender |
| By: Midtown Acquisitions GP LLC, its General Partner |
| | | |
| | | |
| By: | /s/ Morgan Blackwell |
| | Name: | Morgan Blackwell |
| | Title: | Authorized Signatory |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Mountain View CLO 2014-1 Ltd. |
| as a Lender |
| By: Seix Investment Advisors LLC, as Collateral Manager |
| | | |
| | | |
| By: | /s/ George Goudelias |
| | Name: | George Goudelias |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Mountain View CLO 2016-1 Ltd. |
| as a Lender |
| By: Seix Investment Advisors LLC, as Collateral Manager |
| | | |
| | | |
| By: | /s/ George Goudelias |
| | Name: | George Goudelias |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Mountain View CLO 2017-1 Ltd. |
| as a Lender |
| By: Seix Investment Advisors LLC, as Collateral Manager |
| | | |
| | | |
| By: | /s/ Joseph Carucci |
| | Name: | Joseph Carucci |
| | Title: | Vice President & Compliance Analyst |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Mountain View CLO IX Ltd. |
| as a Lender |
| By; Seix Investment Advisors LLC, as Collateral Manager |
| | | |
| | | |
| By: | /s/ George Goudelias |
| | Name: | George Goudelias |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Mountain View CLO X Ltd. |
| as a Lender |
| By: | Seix Investment Advisors LLC, as Collateral Manager |
| | | |
| | | |
| By: | /s/ George Goudelias |
| | Name: | George Goudelias |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Newfleet CLO 2016-1, Ltd. |
| as a Lender |
| | |
| | | |
| By: | /s/ Kyle Jennings |
| | Name: | Kyle Jennings |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Providence Debt Fund III L.P. |
| as a Lender |
| | |
| | | |
| By: | /s/ Todd Marsh |
| | Name: | Todd Marsh |
| | Title: | Authorized Signer |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Providence Debt Fund III Master (Non-US) L.P. |
| as a Lender |
| | |
| | | |
| By: | /s/ Todd Marsh |
| | Name: | Todd Marsh |
| | Title: | Authorized Signer |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| QUAMVIS SCA SICAV-FIS: CMAB - SIF - Credit Multi Asset Pool B |
| as a Lender |
| By: | Marathon Asset Management, L.P. |
| Its: | Sub-Investment Manager |
| | |
| | |
| By: | /s/ Louis Hanover |
| | Name: | Louis Hanover |
| | Title: | Authorized Signatory |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| RidgeWorth Funds - Seix Floating Rate High Income Fund |
| as a Lender |
| By: | Seix Investment Advisors LLC, as Subadviser |
| | | |
| | | |
| By: | /s/ George Goudelias |
| | Name: | George Goudelias |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Safe Auto Insurance Company |
| as a Lender |
| | |
| | | |
| By: | /s/ Kathy News |
| | Name: | Kathy News |
| | Title: | Senior Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| SEI Energy Debt Fund, LP. |
| as a Lender |
| | |
| | | |
| By: | /s/ Todd Marsh |
| | Name: | Todd Marsh |
| | Title: | Authorized Signer |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| SEI Institutional Investments Trust - High Yield Bond Fund |
| as a Lender |
| | |
| | | |
| By: | /s/ Todd Marsh |
| | Name: | Todd Marsh |
| | Title: | Authorized Signer |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| SEI Institutional Managed Trust - High Yield Bond Fund |
| as a Lender |
| | |
| | | |
| By: | /s/ Todd Marsh |
| | Name: | Todd Marsh |
| | Title: | Authorized Signer |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Seix Multi-Sector Absolute Return Fund L.P. |
| as a Lender |
| By: | Seix Multi-Sector Absolute Return Fund GP LLC, in its capacity as sole general partner |
| By: | Seix Investment Advisors LLC, its sole member |
| | |
| By: | /s/ George Goudelias |
| | Name: | George Goudelias |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| AIG Flexible Credit Fund |
| as a Lender |
| | |
| | | |
| By: | /s/ Kyle Jennings |
| | Name: | Kyle Jennings |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Thrivent Balanced Income Plus Fund |
| as a Lender |
| By: | Thrivent Asset Management, LLC |
| | | |
| | | |
| By: | /s/ Conrad Smith |
| | Name: | Conrad Smith |
| | Title: | Sr. Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Thrivent Balanced Income Plus Portfolio |
| as a Lender |
| | |
| | | |
| By: | /s/ Conrad Smith |
| | Name: | Conrad Smith |
| | Title: | Sr. Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Thrivent Diversified Income Plus Fund |
| as a Lender |
| By: | Thrivent Asset Management, LLC |
| | | |
| | | |
| By: | /s/ Conrad Smith |
| | Name: | Conrad Smith |
| | Title: | Sr. Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Thrivent Diversified Income Plus Portfolio |
| as a Lender |
| By: | Thrivent Financial for Lutherans |
| | | |
| | | |
| By: | /s/ Conrad Smith |
| | Name: | Conrad Smith |
| | Title: | Sr. Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Thrivent Financial Defined Benefit Plan Trust |
| as a Lender |
| | |
| | | |
| By: | /s/ Conrad Smith |
| | Name: | Conrad Smith |
| | Title: | Sr. Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Thrivent Financial For Lutherans |
| as a Lender |
| | |
| | | |
| By: | /s/ Conrad Smith |
| | Name: | Conrad Smith |
| | Title: | Sr. Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Thrivent Growth and Income Plus Fund |
| as a Lender |
| | |
| | | |
| By: | /s/ Conrad Smith |
| | Name: | Conrad Smith |
| | Title: | Sr. Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Thrivent Growth and Income Plus Portfolio |
| as a Lender |
| | |
| | | |
| By: | /s/ Conrad Smith |
| | Name: | Conrad Smith |
| | Title: | Sr. Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Thrivent Moderate Allocation Fund |
| as a Lender |
| By: | Thrivent Asset Management, LLC |
| | | |
| | | |
| By: | /s/ Conrad Smith |
| | Name: | Conrad Smith |
| | Title: | Sr. Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Thrivent Moderate Allocation Portfolio |
| as a Lender |
| By: | Thrivent Financial for Lutherans |
| | | |
| | | |
| By: | /s/ Conrad Smith |
| | Name: | Conrad Smith |
| | Title: | Sr. Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Thrivent Moderately Aggressive Allocation Fund |
| as a Lender |
| By: | Thrivent Asset Management, LLC |
| | | |
| | | |
| By: | /s/ Conrad Smith |
| | Name: | Conrad Smith |
| | Title: | Sr. Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Thrivent Moderately Aggressive Allocation Portfolio |
| as a Lender |
| By: | Thrivent Financial for Lutherans |
| | | |
| | | |
| By: | /s/ Conrad Smith |
| | Name: | Conrad Smith |
| | Title: | Sr. Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Thrivent Moderately Conservative Allocation Fund |
| as a Lender |
| By: | Thrivent Asset Management, LLC |
| | | |
| | | |
| By: | /s/ Conrad Smith |
| | Name: | Conrad Smith |
| | Title: | Sr. Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Thrivent Moderately Conservative Allocation Portfolio |
| as a Lender |
| By: | Thrivent Financial for Lutherans |
| | | |
| | | |
| By: | /s/ Conrad Smith |
| | Name: | Conrad Smith |
| | Title: | Sr. Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| THRIVENT MULTIDIMENSIONAL INCOME FUND |
| as a Lender |
| By: | Thrivent Asset Management, LLC |
| Its Investment Adviser |
| | | |
| | | |
| By: | /s/ Conrad Smith |
| | Name: | Conrad Smith |
| | Title: | Sr. Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Thrivent Opportunity Income Plus Fund |
| as a Lender |
| By: | Thrivent Asset Management, LLC |
| | | |
| | | |
| By: | /s/ Conrad Smith |
| | Name: | Conrad Smith |
| | Title: | Sr. Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Thrivent Opportunity Income Plus Portfolio |
| as a Lender |
| | |
| | | |
| By: | /s/ Conrad Smith |
| | Name: | Conrad Smith |
| | Title: | Sr. Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| U.S. High Yield Bond Fund |
| as a Lender |
| | |
| | | |
| By: | /s/ Todd Marsh |
| | Name: | Todd Marsh |
| | Title: | Authorized Signer |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| United Ohio Insurance Company |
| as a Lender |
| | |
| | | |
| By: | /s/ Kathy News |
| | Name: | Kathy News |
| | Title: | Senior Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Valcour Opportunities Master Fund, Ltd. |
| as a Lender |
| | |
| | | |
| By: | /s/ John D'Angelo |
| | Name: | John D'Angelo |
| | Title: | Sr. Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Vermont Pension Investment Committee |
| as a Lender |
| | |
| | | |
| By: | /s/ Kathy News |
| | Name: | Kathy News |
| | Title: | Senior Portfolio Manager |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Vibrant CLO II, Ltd. |
| as a Lender |
| By: | DFG Investment Advisers, Inc., as Portfolio Manager |
| | | |
| | | |
| By: | /s/ Roberta Goss |
| | Name: | Roberta Goss |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Vibrant CLO III, Ltd. |
| as a Lender |
| By: | DFG Investment Advisers, Inc. |
| | | |
| | | |
| By: | /s/ Roberta Goss |
| | Name: | Roberta Goss |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Vibrant CLO IV, Ltd. |
| as a Lender |
| By: | DFG Investment Advisers, Inc., as Collateral Manager |
| | | |
| | | |
| By: | /s/ Roberta Goss |
| | Name: | Roberta Goss |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Vibrant CLO V, Ltd. |
| as a Lender |
| By: | DFG Investment Advisers, Inc., as Collateral Manager |
| | | |
| | | |
| By: | /s/ Roberta Goss |
| | Name: | Roberta Goss |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Vibrant CLO VI, Ltd. |
| as a Lender |
| By: | DFG Investment Advisers, Inc., as Collateral Manager |
| | | |
| | | |
| By: | /s/ Roberta Goss |
| | Name: | Roberta Goss |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Vibrant CLO VII, Ltd. |
| as a Lender |
| By: | DFG Investment Advisers, Inc., as Collateral Manager |
| | | |
| | | |
| By: | /s/ Roberta Goss |
| | Name: | Roberta Goss |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Virtus Global Multi Sector Income Fund |
| as a Lender |
| | | |
| | | |
| By: | /s/ Kyle Jennings |
| | Name: | Kyle Jennings |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Virtus Newfleet High Yield Fund |
| as a Lender |
| | | |
| | | |
| By: | /s/ Kyle Jennings |
| | Name: | Kyle Jennings |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Virtus Newfleet Multi-Sector Intermediate Bond Fund |
| as a Lender |
| | | |
| | | |
| By: | /s/ Kyle Jennings |
| | Name: | Kyle Jennings |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Virtus Newfleet Dynamic Credit ETF |
| as a Lender |
| | | |
| | | |
| By: | /s/ Kyle Jennings |
| | Name: | Kyle Jennings |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Virtus Newfleet Multi-Sector Unconstrained Bond ETF |
| as a Lender |
| | | |
| | | |
| By: | /s/ Kyle Jennings |
| | Name: | Kyle Jennings |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Virtus Newfleet Senior Floating Rate Fund |
| as a Lender |
| | | |
| | | |
| By: | /s/ Kyle Jennings |
| | Name: | Kyle Jennings |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Virtus Tactical Allocation Fund |
| as a Lender |
| | | |
| | | |
| By: | /s/ Kyle Jennings |
| | Name: | Kyle Jennings |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| Virtus Total Return Fund Inc. |
| as a Lender |
| | | |
| | | |
| By: | /s/ Kyle Jennings |
| | Name: | Kyle Jennings |
| | Title: | Managing Director |
| | | |
| By: | |
| | Name: | |
| | Title: | |
|
| | |
| VVIT: Virtus Newfleet Multi-Sector Intermediate Bond Series |
| as a Lender |
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| By: | /s/ Kyle Jennings |
| | Name: | Kyle Jennings |
| | Title: | Managing Director |
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| By: | |
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| ZAIS CLO 1, Limited |
| as a Lender |
| ZAIS CLO 1, Limited |
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| By: | /s/ Vincent Ingato |
| | Name: | Vincent Ingato |
| | Title: | Managing Director |
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| By: | |
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| | Title: | |
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| ZAIS CLO 2, Limited |
| as a Lender |
| ZAIS CLO 2, Limited |
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| By: | /s/ Vincent Ingato |
| | Name: | Vincent Ingato |
| | Title: | Managing Director |
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| By: | |
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| | Title: | |
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| ZAIS CLO 3, Limited |
| as a Lender |
| ZAIS CLO 3, Limited |
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| By: | /s/ Vincent Ingato |
| | Name: | Vincent Ingato |
| | Title: | Managing Director |
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| By: | |
| | Name: | |
| | Title: | |
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| ZAIS CLO 5, Limited |
| as a Lender |
| By Zais Leveraged Loan Master Manager, LLC its collateral manager |
| By: | Zais Group, LLC, its sole member |
| By: | /s/ Vincent Ingato |
| | Name: | Vincent Ingato |
| | Title: | Managing Director |
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| By: | |
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| ZAIS CLO 6, Limited |
| as a Lender |
| By Zais Leveraged Loan Master Manager, LLC its collateral manager |
| By: | Zais Group, LLC, its sole member |
| By: | /s/ Vincent Ingato |
| | Name: | Vincent Ingato |
| | Title: | Managing Director |
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| By: | |
| | Name: | |
| | Title: | |
