EXHIBIT 10.2
EXECUTION VERSION
FIRST AMENDMENT
TO CREDIT AND GUARANTY AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this“Amendment”) is dated as of July 26, 2010 and is entered into by and among Phillips Van-Heusen Corporation, a Delaware corporation (the“U.S. Borrower’’), and the Lenders party hereto, and is made with reference to that certainCREDIT AND GUARANTY AGREEMENT dated as of May 6, 2010 (the“Credit Agreement”) by and among the Borrower, the subsidiaries of the U.S. Borrower named therein, the Lenders, the Administrative Agent, and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.
RECITALS
WHEREAS, the Loan Parties have requested that Lenders holding Revolving Commitments and the Required Lenders agree to amend certain provisions of the Credit Agreement as provided for herein; and
WHEREAS, the Lenders holding Revolving Commitments and the Required Lenders are willing to agree to such amendment relating to the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
SECTION I. AMENDMENTS TO CREDIT AGREEMENT
1.1
Amendments to Section 1: Definitions.
(a) The definition of “Adjusted Eurocurrency Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding the foregoing, with respect to any determination of the Adjusted Eurocurrency Rate with respect to Revolving Loans, the Adjusted Eurocurrency Rate shall be determined without giving effect to the rate floor set forth in clause (I) above.”
(b) The definition of “Base Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: “Notwithstanding the foregoing, with respect to any determination of the Base Rate with respect to Revolving Loans and Swing Line Loans, the Base Rate shall be determined without giving effect to the rate floor set forth in clause (iii) above.”
(c) The definition of “Interest Payment Date” set forth in Section 1.01 of the Credit Agreement is hereby amended by inserting the phrase “or any Canadian Prime Rate Loan (including any Canadian Swing Line Loan)” immediately after the phrase “(including any Swing Line Loan)” in clause (i) therein.
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SECTION II. CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective as of the date hereof upon the receipt by the Administrative Agent of a counterpart signature page of this Amendment duly executed by the (a) U.S. Borrower, (b) each of the Lenders holding Revolving Commitments and (c) such additional Lenders that, together with the Lenders described in the foregoing clause (b), constitute the Required Lenders (the date of satisfaction of such conditions being referred to herein as the“Effective Date”).
SECTION III. ÞÞÞ MISCELLANEOUS
A. Reference to and Effect on the Credit Agreement and the Other Loan Documents.
(i) On and after the Effective Date, each reference in the Credit Agreement to “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.
(ii) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. This Amendment shall be a “Loan Document” for purposes of the definition thereof in the Credit Agreement.
(iii) Except as specifically provided by this Amendment, the execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Loan Documents.
B. Headings. Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.
C. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.
D. Counterparts. This Amendment 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 an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.
U.S. BORROWER:
PHILLIPS VAN-HEUSEN CORPORATION
By: /s/ Pamela N. Hootkin
Name: Pamela N. Hootkin
Title: SVP Treasurer
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| BARCLAYS BANK PLC, |
| as Administrative Agent |
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| by: /s/ Diane Rolfe |
| name: DIANE ROLFE |
| title: DIRECTOR |
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| BARCLAYS BANK PLC, |
| as Lender |
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| by: /s/ Diane Rolfe |
| name: DIANE ROLFE |
| title: DIRECTOR |
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| DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main |
| as Lender |
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| by: [NOT READABLE] |
| name: [NOT READABLE] |
| title: [NOT READABLE] |
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Crèdit Agricole Corporate & Investment Bank, |
| as Lender |
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| by: /s/ Rod Hurst |
| name: Rod Hurst |
| title: Managing Director |
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| by: /s/ Gina Harth-Cryde |
| name: Gina Harth-Cryde |
| title: Managing Director |
NY\1657796.5
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| DBS Bank Ltd., Los Angeles Agency |
| as Lender |
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| by: /s/ James McWalters |
| name: James McWalters |
| title: General Manager |
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| ABN AMRO BANK N.V., |
| as Lender |
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| |
| by: [NOT READABLE] |
| name: [NOT READABLE] |
| title: [NOT READABLE] |
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| Caja de Ahorros y Monte de Picdad de Madrid |
| as Lender |
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| |
| by: /s/ Juan Pablo Hernadez de la Merced |
| name: Juan Pablo Hernadez de la Merced |
| title: Director – North American Corporate Banking |
| |
| by: /s/ Manuel Nuñez Fernandez |
| name: Manuel Nuñez Fernandez |
| title: General Manager |
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| CRÉDIT INDUSTRIEL ET COMMERCIAL, |
| as Lender |
| |
| |
| |
| by: /s/ BrianO’Leary |
| name: Brian O’Leary |
| title: Managing Director |
| |
| by: /s/ Marcus Edward |
| name: Marcus Edward |
| title: Managing Director |
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| PNC Bank N.A., |
| as Lender |
| |
| |
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| by: /s/ Leslie Turkington |
| name: Leslie Turkington |
| title: Vice President |
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| JPMORGAN CHASE BANK, N.A., |
| as Lender |
| |
| |
| |
| by: /s/ James A. Knight |
| name: James A. Knight |
| title: Vice President |
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| Bank Leumi USA |
| as Lender |
| |
| |
| |
| by: /s/ Joung Hee Hong |
| name: Joung Hee Hong |
| title: First Vice President |
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| State Bank of India |
| as Lender |
| |
| |
| |
| by: /s/ Ashok Gulla |
| name: Ashok Gulla |
| title: VP Head (Credit) |
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| Bank of America, N.A. |
| as Lender |
| |
| |
| |
| by: /s/ Thomas Kainamura |
| name: Thomas Kainamura |
| title: Vice President |
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| Deutsche Bank AG, New York Branch |
| as Lender |
| |
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| by: /s/ Mary Kay Coyle |
| name: Mary Kay Coyle |
| title: Managing Director |
| |
| by: /s/ Marguerite Sutton |
| name: Marguerite Sutton |
| title: Director |
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| TORONTO DOMINION (NEW YORK) LLC, |
| as Lender |
| |
| |
| |
| by: /s/ Jackie Barrett |
| name: Jackie Barrett |
| title: Authorized Signatory |
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| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH |
| as Lender |
| |
| |
| |
| by: /s/ Shaheen Malik |
| name: Shaheen Malik |
| title: Vice President |
| |
| by: /s/ Kevin Buddhdew |
| name: Kevin Buddhdew |
| title: Associate |
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| Sumitomo Mitsui Banking Corporation, |
| as Lender |
| |
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| |
| by: /s/ Yasuhiko Imai |
| name: Yasuhiko Imai |
| title: Senior Vice President |
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| General Electric Capital Corporation, |
| as Lender |
| |
| |
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| by: /s/ Marie G. Mollo |
| name: Marie G. Mollo |
| title: Duly Authorized Signatory |
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| Israel Discount Bank of New York |
| as Lender |
| |
| |
| |
| by: /s/ George Commander |
| name: George Commander |
| title: Senior Vice President |
| |
| by: /s/ Esther Lainis |
| name: Esther Lainis |
| title: First Vice President |
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| Sun Trust Bank, |
| as Lender |
| |
| |
| |
| by: /s/ E. Donald Besch, Jr. |
| name: E. DONALD BESCH, JR. |
| title: MANAGING DIRECTOR |
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| THE BANK OF NOVA SCOTIA |
| as Lender |
| |
| |
| |
| by: /s/ Todd Meller |
| name: Todd Meller |
| title: Managing Director |
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| HSBC Bank USA, N.A., |
| as Lender |
| |
| |
| |
| by: /s/ Darren Pinsker |
| name: Darren Pinsker |
| title: Senior Vice President |
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| Mediobanca International (Luxembourg) S.A., |
| as Lender |
| |
| |
| |
| by: /s/ Luca Maccari – /s/Peter Gerrard |
| name: Luca Maccari – Peter Gerrard |
| title: Managing Director |
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| ICBC (LONDON) LIMITED, |
| as Lender |
| |
| |
| |
| by: [NOT READABLE] |
| name: [NOT READABLE] |
| title: [NOT READABLE] |
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| Compass Bank |
| as Lender |
| |
| |
| |
| by: /s/ Ramon Garcia |
| name: Ramon Garcia |
| title: Vice President |
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| ROYAL BANK OF CANADA, |
| as Lender |
| |
| |
| |
| by: /s/ G. David Cole |
| name: G. DAVID COLE |
| title: AUTHORIZED SIGNATORY |
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| Fortis Flexi III Senior Secured Bank Loan Fund Mogliano, with BNP Paribas Investment Partners Netherlands N.A. acting as Investment Manager |
| as Lender |
| |
| |
| |
| by: /s/ Ralf van Baast |
| name: Ralf van Baast |
| title: Portfolio Manager |
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| Global Credit Return Fund N.V. (in relation to the series |
| 2009-1 Notes), By: BNP Paribas Investment Partners Netherlands N.V. |
| as Lender |
| |
| |
| |
| by: /s/ Ralf van Baast |
| name: Ralf van Baast |
| title: Portfolio Manager |
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| RAYMOND JAMES BANK, FSB |
| as Lender |
| |
| |
| |
| by: /s/ Mark E. Moody |
| name: Mark E. Moody |
| title: Senior Vice President |
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| U.S. Bank National Association |
| as Lender |
| |
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| by: /s/ Blake Malia |
| name: Blake Malia |
| title: Vice President |
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| Eaton Vance CDO VII PLC |
| By: Eaton Vance Management |
| as Interim Investment Advisor, |
| as Lender |
| |
| |
| |
| by: /s/ Craig P. Russ |
| name: Craig P. Russ |
| title: Vice President |
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| Eaton Vance CDO VIII, Ltd. |
| By: Eaton Vance Management |
| As Investment Advisor |
| as Lender |
| |
| |
| |
| by: /s/ Craig P. Russ |
| name: Craig P. Russ |
| title: Vice President |
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| Eaton Vance CDO IX Ltd. |
| By: Eaton Vance Management |
| as Investment Advisor |
| as Lender |
| |
| |
| |
| by: /s/ Craig P. Russ |
| name: Craig P. Russ |
| title: Vice President |
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| Eaton Vance CDO X PLC |
| By: Eaton Vance Management |
| As Investment Advisor |
| as Lender |
| |
| |
| |
| by: /s/ Craig P. Russ |
| name: Craig P. Russ |
| title: Vice President |
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| EATON VANCE SENIOR |
| FLOATING-RATE TRUST |
| By: EATON VANCE MANAGEMENT |
| AS INVESTMENT ADVISOR |
| as Lender |
| |
| |
| |
| by: /s/ Craig P. Russ |
| name: Craig P. Russ |
| title: Vice President |
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| EATON VANCE FLOATING-RATE |
| INCOME TRUST |
| By: EATON VANCE MANAGEMENT |
| AS INVESTMENT ADVISOR |
| as Lender |
| |
| |
| |
| by: /s/ Craig P. Russ |
| name: Craig P. Russ |
| title: Vice President |
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| Eaton Vance Medallion |
| Floating-Rate Income Portfolio |
| By: Eaton Vance Management |
| As Investment Advisor, |
| as Lender |
| |
| |
| |
| by: /s/ Craig P. Russ |
| name: Craig P. Russ |
| title: Vice President |
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| EATON VANCE SENIOR INCOME TRUST |
| By: EATON VANCE MANAGEMENT |
| AS INVESTMENT ADVISOR, |
| as Lender |
| |
| |
| |
| by: /s/ Craig P. Russ |
| name: Craig P. Russ |
| title: Vice President |
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| EATON VANCE INSTITUTIONAL SENIOR LAW FUND |
| By: EATON VANCE MANAGEMENT |
| AS INVESTMENT ADVISOR |
| as Lender |
| |
| |
| |
| by: /s/ Craig P. Russ |
| name: Craig P. Russ |
| title: Vice President |
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| EATON VANCE |
| LIMITED DURATION INCOME FUND |
| By: EATON VANCE MANAGEMENT |
| AS INVESTMENT ADVISOR |
| as Lender |
| |
| |
| |
| by: /s/ Craig P. Russ |
| name: Craig P. Russ |
| title: Vice President |
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| GRAYSON & CO |
| BY: BOSTON MANAGEMENT AND RESEARCH |
| AS INVESTMENT ADVISOR |
| as Lender |
| |
| |
| |
| by: /s/ Craig P. Russ |
| name: Craig P. Russ |
| title: Vice President |
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| INNOVATION TRUST 2009 |
| By: EATON VANCE MANAGEMENT |
| AS INVESTMENT ADVISOR |
| as Lender |
| |
| |
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| by: /s/ Craig P. Russ |
| name: Craig P. Russ |
| title: Vice President |
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| MET INVESTORS SERIES TRUST |
| MET/EATON VANCE FLOATING RATE PORTFOLIO |
| BY EATON VANCE MANAGEMENT |
| AS INVESTMENT SUB-ADVISOR |
| as Lender |
| |
| |
| |
| by: /s/ Craig P. Russ |
| name: Craig P. Russ |
| title: Vice President |
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| PACIFIC SELECT FUND |
| FLOATING-RATE LOAN PORTFOLIO |
| By: EATON VANCE MANAGEMENT |
| AS INVESTMENT ADVISOR, |
| as Lender |
| |
| |
| |
| by: /s/ Craig P. Russ |
| name: Craig P. Russ |
| title: Vice President |
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| RIVERSOURCE VARIABLE SERIES TRUST- |
| VARIABLE PORTFOLIO |
| EATON VANCE FLOATING RATE INCOME FUND |
| By: EATON VANCE MANAGEMENT |
| AS INVESTMENT ADVISOR |
| as Lender |
| |
| |
| |
| by: /s/ Craig P. Russ |
| name: Craig P. Russ |
| title: Vice President |
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| SENIOR DEBT PORTFOLIO |
| By: Boston Management and Research |
| as Investment Advisor |
| as Lender |
| |
| |
| |
| by: /s/ Craig P. Russ |
| name: Craig P. Russ |
| title: Vice President |
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| Avenue CLO II, Ltd. |
| Avenue CLO III, Ltd., |
| as Lender |
| |
| |
| |
| by: /s/ Sriram Balakrishnan |
| name: Sriram Balakrishnan |
| title: Portfolio Manager |
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| Del Mar CLO 1, Ltd |
| By: Caywood-Scholl Capital Management |
| As Collateral Manager |
| |
| |
| |
| by: /s/ Tom Saake |
| name: Tom Saake |
| title: Managing Director |
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| ALM Loan Funding 2010-1, Ltd. |
| as Lender |
| |
| By: Apollo Credit Management, LLC, its collateral |
| manager |
| |
| |
| by: /s/ Joseph Moroney |
| name: JOSEPH MORONEY |
| title: Authorized Signatory |
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| ALM LOAN FUNDING 2010-2 LLC, |
| as Lender |
| |
| By: Apollo Credit Management, LLC, as Portfolio |
| Manager |
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| |
| by: /s/ Joseph Moroney |
| name: JOSEPH MORONEY |
| title: Vice President |
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| GE Capital Financial Inc., |
| as Lender |
| |
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| by: /s/ Alison P. Trapp |
| name: Alison P. Trapp |
| title: Duly Authorized Signatory |
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Ariel Reinsurance Company Ltd. | |
BlackRock Senior High Income Fund, Inc. | |
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 Diversified Income Strategies Fund, Inc. | |
BlackRock Floating Rate Income Strategies Fund, Inc. | |
BlackRock Floating Rate Income Strategies Fund II, Inc. | |
BlackRock Global Investment Series: Income Strategies Portfolio | |
Master Senior Floating Rate LLC | |
Missouri State Employees’ Retirement System | |
BlackRock Senior Floating Rate Portfolio | |
BlackRock Floating Rate Income Trust | |
| |
| as Lender |
| |
| |
| by: /s/ Ann Marie Smith |
| name: Ann Marie Smith |
| title: Authorized Signatory |
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| LightPoint CLO III, Ltd., |
| as Lender |
| By Neuberger Berman Fixed Income LLC as collateral |
| manager |
| |
| |
| by: /s/ Colin Donlan |
| name: Colin Donlan |
| title: Authorized Signatory |
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| LightPoint CLO IV, Ltd., |
| as Lender |
| By Neuberger Berman Fixed Income LLC as collateral |
| manager |
| |
| |
| by: /s/ Colin Donlan |
| name: Colin Donlan |
| title: Authorized Signatory |
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| |
| LightPoint CLO V, Ltd., |
| as Lender |
| By Neuberger Berman Fixed Income LLC as collateral |
| manager |
| |
| |
| by: /s/ Colin Donlan |
| name: Colin Donlan |
| title: Authorized Signatory |
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| |
| LightPoint CLO VII, Ltd., |
| as Lender |
| By Neuberger Berman Fixed Income LLC as collateral |
| manager |
| |
| |
| by: /s/ Colin Donlan |
| name: Colin Donlan |
| title: Authorized Signatory |
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| |
| LightPoint Pan-European CLO 2006 Plc., |
| as Lender |
| By Neuberger Berman Fixed Income LLC as collateral |
| manager |
| |
| |
| by: /s/ Colin Donlan |
| name: Colin Donlan |
| title: Authorized Signatory |
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| |
| LightPoint Pan-European CLO 2007-1 Plc., |
| as Lender |
| By Neuberger Berman Fixed Income LLC as collateral |
| manager |
| |
| |
| by: /s/ Colin Donlan |
| name: Colin Donlan |
| title: Authorized Signatory |
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| |
| Marquette US/European CLO, Plc., |
| as Lender |
| By Neuberger Berman Fixed Income LLC as collateral |
| manager |
| |
| |
| by: /s/ Colin Donlan |
| name: Colin Donlan |
| title: Authorized Signatory |
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| Neuberger Berman – Floating Rate Income Fund, |
| as Lender |
| |
| |
| |
| by: /s/ Colin Donlan |
| name: Colin Donlan |
| title: Authorized Signatory |
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| QUEEN STREET CLO 1 BV |
| QUEEN STREET CLO 2 BV |
| as Lender |
| |
| |
| |
| by: /s/ Ujjaual Desai |
| name: UJJAUAL DESAI |
| title: Managing Partner |
| Indicus Advisors |
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| [NOT READABLE] |
| Axa Investment Managers Paris S.A. on behalf of the |
| funds it manages: |
| |
| Ø Confluent 5 Limited |
| Ø Matignon Derivatives Loans |
| Ø Matignon Leveraged Loans Limited |
| Ø Stichting Depositary APG Fixed Income Credits Pool |
| Ø AXA IM European Loan Limited |
| |
| as Lenders |
| |
| |
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| 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 |
| |
| |
| GENERAL ELECTRIC PENSION TRUST, as a Lender |
| |
| By: GE Capital Debt Advisors, LLC, as Investment Advisor |
| |
| |
| By: /s/ John Campos |
| Name: John Campos |
| Title: Authorized Signatory |
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| AIB Debt Management Limited |
| as Lender |
| |
| |
| |
| by: /s/ Roisin O’Connell |
| name: Roisin O’Connell |
| title: Vice President |
| Investment Advisor to |
| AIB Debt Management, Limited |
| |
| by: /s/ Shreya Shah |
| name: Shreya Shah |
| title: Vice President |
| Investment Advisor to |
| AIB Debt Management, Limited |
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| APIDOS CDO I, |
| as Lender |
| |
| |
| |
| by: /s/ Gretchen Bergstresser |
| name: Gretchen Bergstresser |
| title: Senior Portfolio Manager |
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| APIDOS CDO II, |
| as Lender |
| |
| |
| |
| by: /s/ Gretchen Bergstresser |
| name: Gretchen Bergstresser |
| title: Senior Portfolio Manager |
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| APIDOS CDO III, |
| as Lender |
| |
| |
| |
| by: /s/ Gretchen Bergstresser |
| name: Gretchen Bergstresser |
| title: Senior Portfolio Manager |
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| |
| APIDOS CDO IV, |
| as Lender |
| |
| |
| |
| by: /s/ Gretchen Bergstresser |
| name: Gretchen Bergstresser |
| title: Senior Portfolio Manager |
NY\1657796.5
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| APIDOS CDO V, |
| as Lender |
| |
| |
| |
| by: /s/ Gretchen Bergstresser |
| name: Gretchen Bergstresser |
| title: Senior Portfolio Manager |
NY\1657796.5
| |
| APIDOS CDO Quattro, |
| as Lender |
| |
| |
| |
| by: /s/ Gretchen Bergstresser |
| name: Gretchen Bergstresser |
| title: Senior Portfolio Manager |
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| APIDOS CDO Cinco, |
| as Lender |
| |
| |
| |
| by: /s/ Gretchen Bergstresser |
| name: Gretchen Bergstresser |
| title: Senior Portfolio Manager |
NY\1657796.5
| |
| ACA CLO 2006-1, |
| as Lender |
| |
| |
| |
| by: /s/ Gretchen Bergstresser |
| name: Gretchen Bergstresser |
| title: Senior Portfolio Manager |
NY\1657796.5
| |
| LeverageSource III S.A.R.L., |
| as Lender |
| |
| |
| |
| by: /s/ Stephen Gloria |
| name: Stephen Gloria |
| title: Authorized Signatory |
NY\1657796.5
| |
| Denali Capital LLC, managing member of |
| DC Funding Partners LLC, portfolio manager for |
| DENALI CAPITAL CLO IV, LTD. |
| as Lender |
| |
| |
| |
| by: /s/ Kelli C. Marti |
| name: Kelli C. Marti |
| title: Senior Vice President |
NY\1657796.5
| |
| Denali Capital LLC, managing member of |
| DC Funding Partners LLC, portfolio manager for |
| DENALI CAPITAL CLO V, LTD. |
| as Lender |
| |
| |
| |
| by: /s/ Kelli C. Marti |
| name: Kelli C. Marti |
| title: Senior Vice President |
NY\1657796.5
| |
| Denali Capital LLC, managing member of |
| DC Funding Partners LLC, portfolio manager for |
| DENALI CAPITAL CLO VI, LTD. |
| as Lender |
| |
| |
| |
| by: /s/ Kelli C. Marti |
| name: Kelli C. Marti |
| title: Senior Vice President |
NY\1657796.5
| |
| Denali Capital LLC, managing member of |
| DC Funding Partners LLC, portfolio manager for |
| DENALI CAPITAL CLO VII, LTD. |
| as Lender |
| |
| |
| |
| by: /s/ Kelli C. Marti |
| name: Kelli C. Marti |
| title: Senior Vice President |
NY\1657796.5
| |
| Denali Capital LLC, managing member of |
| DC Funding Partners LLC, Collateral Manager for |
| Spring Road CLO 2007-1, LTD. |
| as Lender |
| |
| |
| |
| by: /s/ Kelli C. Marti |
| name: Kelli C. Marti |
| title: Senior Vice President |
NY\1657796.5
| | |
| ARES IIIR/IVR CLO LTD. |
| ARES VR CLO LTD. |
| ARES X CLO LTD. |
| ARES XII CLO LTD. |
| Ares NF CLO XIII Ltd |
| Ares NF CLO XIV Ltd |
| Ares NF CLO XF Ltd |
| CONFLUENT 2 LIMITED |
| ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD. |
| AREX ENHANCED LOAN INVESTMENT STRATEGY IR LTD. |
| FUTURE FUND BOARD OF GUARDIANS |
| ARES INSTITUTIONAL LOAN FUND B.V. |
| ARES EURO CLO I.B.V. |
| ARES EUROPEAN CLO II B.V., as Lenders |
| |
| |
ARES IIIR/IVR CLO LTD. | |
| |
BY: ARES CLO MANAGEMENT IIIR/IVR, L.P., ITS ASSET MANAGER | |
| |
BY: ARES CLO GP IIIR/IVR, LLC, ITS GENERAL PARTNER | |
| |
| |
By: /s/ Americo Cascella | |
Name: Americo Cascella | |
Title: Vice President | |
| |
| |
| |
| |
ARES VR CLO LTD. | |
| |
BY: ARES CLO MANAGEMENT VR, L.P., ITS INVESTMENT MANAGER | |
| |
BY: ARES CLO GP VR, LLC, ITS GENERAL PARTNER | |
| |
| |
By: /s/ Americo Cascella | |
Name: Americo Cascella | |
Title: Vice President | |
| |
NY\1657796.5
| |
ARES X CLO LTD. | |
| |
BY: ARES CLO MANAGEMENT X, L.P., ITS INVESTMENT MANAGER | |
| |
BY: ARES CLO GP X, LLC, ITS GENERAL PARTNER | |
| |
| |
By: /s/ Americo Cascella | |
Name: Americo Cascella | |
Title: Vice President | |
| |
| |
| |
| |
ARES XII CLO LTD. | |
| |
BY: ARES CLO MANAGEMENT XII, L.P., ITS ASSET MANAGER | |
| |
BY: ARES CLO GP XII, LLC, ITS GENERAL PARTNER | |
| |
| |
By: /s/ Americo Cascella | |
Name: Americo Cascella | |
Title: Vice President | |
| |
| |
| |
| |
Ares NF CLO XIII Ltd | |
| |
By: Ares NF CLO XIII Management, L.P., its collateral manager | |
| |
By: Ares NF CLO XIII, Management LLC, its general partner | |
| |
| |
By: /s/ Americo Cascella | |
Name: Americo Cascella | |
Title: Vice President | |
NY\1657796.5
| |
Ares NF CLO XIV Ltd | |
| |
By: Ares NF CLO XIV Management, L.P., its collateral manager | |
| |
By: Ares NF CLO XIV, Management LLC, its general partner | |
| |
| |
By: /s/ Americo Cascella | |
Name: Americo Cascella | |
Title: Vice President | |
| |
| |
| |
| |
Ares NF CLO XV Ltd | |
| |
By: Ares NF CLO XV Management, L.P., its collateral manager | |
| |
By: Ares NF CLO XV, Management LLC, its general partner | |
| |
| |
By: /s/ Americo Cascella | |
Name: Americo Cascella | |
Title: Vice President | |
| |
| |
| |
| |
CONFLUENT 2 LIMITED | |
| |
BY: ARES PRIVATE ACCOUNT MANAGEMENT I, L.P., AS SUB-MANAGER | |
| |
BY: ARES PRIVATE ACCOUNT MANAGEMENT I GP, LLC, ITS | |
GENERAL PARTNER | |
| |
| |
By: /s/ Americo Cascella | |
Name: Americo Cascella | |
Title: Vice President | |
| |
NY\1657796.5
| |
ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD. | |
| |
BY: ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT, | |
L.P., ITS MANAGER | |
| |
BY: ARES ENHANCED CREDIT OPPORUNITIES FUND MANAGEMENT | |
GP, LLC, AS GENERAL PARTNER | |
| |
| |
By: /s/ Americo Cascella | |
Name: Americo Cascella | |
Title: Vice President | |
| |
| |
| |
| |
ARES ENHANCED INVESTMENT STRATEGY IR LTD. | |
| |
BY: ARES ENHANCED LOAN MANAGEMENT IR, L.P., AS PORTFOLIO | |
MANAGER | |
| |
BY: ARES ENHANCED LOAN IR GP, LLC, ITS GENERAL PARTNER | |
| |
| |
By: /s/ Americo Cascella | |
Name: Americo Cascella | |
Title: Vice President | |
| |
| |
| |
| |
FUTURE FUND BOARD OF GUARDIANS | |
| |
BY: ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV, L.P., | |
ITS INVESTMENT MANAGER (ON BEHALF OF THE ELIS IV SUB | |
ACCOUNT) | |
| |
BY: ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV | |
GP, LLC, ITS GENERAL PARTNER | |
| |
| |
By: /s/ Americo Cascella | |
Name: Americo Cascella | |
Title: Vice President | |
| |
NY\1657796.5
| |
GLOBAL LOAN OPPORTUNITY FUND B.V. | |
| |
BY: ARES MANAGEMENT LIMITED, ITS PORTFOLIO MANAGER | |
| |
| |
| |
By: /s/ Americo Cascella | |
Name: Americo Cascella | |
Title: Vice President | |
| |
| |
| |
| |
ARES INSTITUTIONAL LOAN FUND B.V. | |
| |
BY: ARES MANAGEMENT LIMITED, AS MANAGER | |
| |
| |
| |
By: /s/ Americo Cascella | |
Name: Americo Cascella | |
Title: Vice President | |
| |
| |
| |
| |
ARES EURO CLO I B.V. | |
| |
BY: ARES MANAGEMENT LIMITED, ITS MANAGER | |
| |
| |
| |
By: /s/ Americo Cascella | |
Name: Americo Cascella | |
Title: Vice President | |
| |
| |
NY\1657796.5
| |
ARES EUROPEAN CLO II B.V. | |
| |
BY: ARES MANAGEMENT LIMITED, ITS MANAGER | |
| |
| |
| |
By: /s/ Americo Cascella | |
Name: Americo Cascella | |
Title: Vice President | |
NY\1657796.5
| |
| ERSTE GROUP BANK AG, |
| as Lender |
| |
| |
| |
| By: /s/ Paul Judicke |
| name: Paul Judicke |
| title: Director |
| |
| |
| |
| By: /s/ Bryan Lynch |
| name: Bryan Lynch |
| title: Executive Director |
NY\1657796.5
