EX-99.1 2 a05-16356_4ex99d1.htm EXHIBIT 99

Exhibit 99.1

 

AMENDMENT NO. 2

TO

CREDIT AGREEMENT

 

This Amendment No. 2 to Credit Agreement, dated as of October 18, 2005 (this “Amendment”), is entered into among FC 2 CORP., a Delaware corporation (“Holdings”), FOUNDATION COAL CORPORATION, a Delaware corporation (“Acquisition Corp.” and together with Holdings, the “Parent Guarantors”), FOUNDATION PA COAL COMPANY, a Delaware corporation (the “Borrower”) and Citicorp North America, Inc., a Delaware corporation, in its capacity as administrative agent for the Lenders and as agent for the Secured Parties (in such capacity, the “Administrative Agent”), and amends the Credit Agreement dated as of July 30, 2004 (as amended to the date hereof and as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into among the Parent Guarantors, the Borrower, the institutions from time to time party thereto as Lenders (the “Lenders”), the Administrative Agent, UBS AG, Stamford Branch, Bear Stearns Corporate Lending, Inc. and Natexis Banques Populaires, as Co-Documentation Agents and Citigroup Global Markets Inc. and Credit Suisse First Boston as Co-Syndication Agents and Joint Lead Arrangers.  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

 

W I T N E S S E T H:

 

WHEREAS, the Credit Agreement has previously been amended by Amendment No. 1 to the Credit Agreement on November 12, 2004;

 

WHEREAS, the Borrower and Lenders wish to make certain other amendments set forth in Section 1 below;

 

Now, therefore, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:

 

Section 1.           Amendments to the Credit Agreement

 

(a)           Section 1.01 of the Credit Agreement is amended by (i) deleting the definition of “Permitted Business Acquisition” and (ii) inserting the following in lieu thereof:

 

Permitted Business Acquisition” shall mean any acquisition of all or substantially all the assets of, or all the Equity Interests (other than directors’

 

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qualifying shares) in, a person or division, line of business, coal mine or other operating facility, of a person (or any subsequent investment made in a person, division, line of business, coal mine or other operating facility, previously acquired in a Permitted Business Acquisition) if (a) such acquisition was not preceded by, or effected pursuant to, an unsolicited or hostile offer and (b) immediately after giving effect thereto:  (i) no Event of Default shall have occurred and be continuing or would result therefrom; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; and (iii) (A) Holdings and the Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect to such acquisition or formation, with the covenants contained in Sections 6.11 and 6.12 recomputed as at the last day of the most recently ended fiscal quarter of Holdings and the Subsidiaries, and Holdings shall have delivered to the Administrative Agent a certificate of a Responsible Officer of Holdings to such effect, together with all relevant financial information for such Subsidiary or assets, and (B) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness (except for Indebtedness permitted by Section 6.01).

 

(b)           Section 5.04 shall be amended by (i) replacing the period at the end of clause (j) with “;” and (ii) adding the following proviso at the end of such Section:

 

provided that so long as Holdings has no material assets or liabilities (other than its investment in Acquisition Corp.), Holdings may satisfy the financial statement and other delivery requirements set forth in clauses (a) and (b) above by delivery of consolidated financial statements and other certificates of Acquisition Corp. (i.e., substituting Acquisition Corp. for Holdings in each of such clauses).”

 

(c)           Subsection 6.01(e) shall be amended by (i) deleting the phrase “Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or to any other Subsidiary” before the proviso thereof and (ii) inserting the following in lieu thereof:

 

“Indebtedness of Holdings to any Subsidiary and of any Subsidiary to Holdings or to any other Subsidiary”

 

(d)           Subsection 6.10(a) shall be amended by deleting it in its entirety and replacing it with the following:

 

“(a)         During any fiscal year Holdings and the Subsidiaries may make Capital Expenditures so long as the aggregate amount thereof does not exceed the amount set forth opposite such fiscal year below:

 

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Year

 

Amount

 

2004

 

$

120,000,000.000

 

2005

 

$

150,000,000.000

 

2006

 

$

160,000,000.000

 

2007

 

$

180,000,000.000

 

2008 or thereafter

 

$

200,000,000.000

 

 

Section 2.           Conditions Precedent to the Effectiveness of this Amendment

 

This Amendment shall become effective as of the date first written above when, and only when, each of the following conditions precedent shall have been satisfied or waived (the “Amendment No. 2 Effective Date”) by the Administrative Agent:

 

(a)           Executed Counterparts.  The Administrative Agent shall have received this Amendment, duly executed by the Parent Guarantors, the Borrower, the Administrative Agent and the Required Lenders; and

 

(b)           Corporate and Other Proceedings.  All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in all respects to the Administrative Agent.

 

Section 3.           Representations and Warranties

 

On and as of the Amendment No. 2 Effective Date, after giving effect to this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and each Lender as follows:

 

(a)           this Amendment has been duly authorized, executed and delivered by the Borrower and constitutes the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with its terms and the Credit Agreement as amended by this Amendment and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms;

 

(b)           each of the representations and warranties contained in Article III (Representations and Warranties) of the Credit Agreement and each other Loan Document is true and correct in all material respects on and as of the Amendment No. 2 Effective Date, as if made on and as of such date and except to the extent that such representations and warranties specifically relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date; provided, however, that references therein to the “Credit Agreement” shall be

 

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deemed to refer to the Credit Agreement as amended hereby and after giving effect to the consents and waivers set forth herein; and

 

(c)           no Default or Event of Default has occurred and is continuing (except for those that are waived).

 

Section 4.           Fees and Expenses

 

The Borrower and each other Loan Party agrees to pay on demand in accordance with the terms of Section 9.05 (Expenses; Indemnity) of the Credit Agreement all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto).

 

Section 5.           Reference to the Effect on the Loan Documents

 

(a)           As of the Amendment No. 2 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument.  Each of the table of contents and lists of Exhibits and Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment as of the Amendment No. 2 Effective Date.

 

(b)           Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

 

(c)           The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders, the Borrower or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein.

 

(d)           This Amendment is a Loan Document.

 

Section 6.           Execution in Counterparts

 

This Amendment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Signature pages may be detached from multiple separate

 

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counterparts and attached to a single counterpart so that all signature pages are attached to the same document.  Delivery of an executed counterpart by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.

 

Section 7.           Governing Law

 

This Amendment shall be construed in accordance with and governed by the laws of the State of New York.

 

Section 8.           Section Titles

 

The section titles contained in this Amendment are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto, except when used to reference a section.  Any reference to the number of a clause, sub-clause or subsection of any Loan Document immediately followed by a reference in parenthesis to the title of the section of such Loan Document containing such clause, sub-clause or subsection is a reference to such clause, sub-clause or subsection and not to the entire section; provided, however, that, in case of direct conflict between the reference to the title and the reference to the number of such section, the reference to the title shall govern absent manifest error.  If any reference to the number of a section (but not to any clause, sub-clause or subsection thereof) of any Loan Document is followed immediately by a reference in parenthesis to the title of a section of any Loan Document, the title reference shall govern in case of direct conflict absent manifest error.

 

Section 9.           Notices

 

All communications and notices hereunder shall be given as provided in the Credit Agreement.

 

Section 10.        Severability

 

The fact that any term or provision of this Agreement is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any person.

 

Section 11.            Successors

 

The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

 

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Section 12.            Waiver of Jury Trial

 

Each of the parties hereto irrevocably waives trial by jury in any action or proceeding with respect to this Amendment or any other Loan Document.

 

[SIGNATURE PAGES FOLLOW]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers and general partners thereunto duly authorized, as of the date first written above.

 

 

FC 2 CORP., as a Parent Guarantor

 

 

 

 

 

 

By:

/s/ Frank J. Wood

 

 

 

Name:

Frank J. Wood

 

 

Title:

Senior Vice President & CFO

 

 

 

 

 

 

 

 

 

FOUNDATION COAL CORPORATION, as a
Parent Guarantor

 

 

 

 

 

 

By:

/s/ Frank J. Wood

 

 

 

Name:

Frank J. Wood

 

 

Title:

Senior Vice President & CFO

 

 

 

 

 

 

 

 

 

FOUNDATION PA COAL COMPANY, as the
Borrower

 

 

 

 

 

 

By:

/s/ Frank J. Wood

 

 

 

Name:

Frank J. Wood

 

 

Title:

Senior Vice President & CFO

 

 

 

 

 

 

 

 

 

CITICORP NORTH AMERICA, INC.

 

as Administrative Agent and Lender

 

 

 

 

 

 

By:

/s/ Daniel J. Miller

 

 

 

Name:

Daniel J. Miller

 

 

Title:

Vice President

 

 

 

 

 

 

 

 

 

ALLSTATE LIFE INSURANCE COMPANY

 

[LENDER], as a Lender

 

 

 

 

By:

/s/Chris Goergen

 

 

 

Name:

Chris Georgen

 



 

 

 

By:

/s/ Breege A. Farrell

 

 

 

Name:

Breege A. Farrell

 

 

 

 

 

AIM FLOATING RATE FUND

 

 

By:

INVESCO Senior Secured

 

 

 

 Management, Inc.

 

 

 

As Sub-Adviser

 

 

 

 

 

 

By:

/s/ Scott Baskind

 

 

 

Name:

Scott Baskind

 

 

Title:

Authorized Signatory

 

 

 

 

 

AMMC CDO IT, LIMITED

 

 

By:

American Money Management

 

 

 

Corp.,

 

 

 

As Collateral Manager

 

 

 

 

 

 

By:

/s/ David P. Meyer

 

 

 

Name:

David P. Meyer

 

 

Title:

Senior Vice President

 

 

 

 

 

AVALON CAPITAL LTD.

 

 

By:

INVESCO Senior Secured

 

 

 

Management, Inc.

 

 

 

As Collateral Manager

 

 

 

 

 

 

By:

/s/ Scott Baskind

 

 

 

Name:

Scott Baskind

 

 

Title:

Authorized Signatory

 

 

 

 

 

AVALON CAPITAL LTC. 3

 

 

By:

INVESCO Senior Secured

 

 

 

Management, Inc.

 

 

 

As Collateral Manager

 

 

 

 

 

 

By:

/s/ Scott Baskind

 

 

 

Name:

Scott Baskind

 

 

Title:

Authorized Signatory

 

 

 

 

 

BALLANTYNE FUNDING LLC,

 

 

as a Lender

 

 

 

 

 

By:

/s/ M. Cristina Higgins

 

 

 

Name:

M. Cristina Higgins

 

 

Title:

Assistant Vice President

 

 

 

 

 

Bank of Montreal,

 

 

as a lender

 

 

 

 

 

By:

/s/ R. Wright

 

 

 

Name:

R. Wright

 

 

Title:

Vice-President

 



 

 

BEAR STEARNS CORPORATE LENDING INC.,

 

 

as a Lender

 

 

 

 

 

By:

/s/ Richard Bram Smith

 

 

 

Name:

Richard Bram Smith

 

 

Title:

Vice President

 

 

 

 

 

BIG SKY SENIOR LOAN FUND, ltd

 

 

as a Lender

 

 

By:

Eaton Vance Management

 

 

 

As Investment Advisor

 

 

 

 

 

 

By:

/s/ Michael B. Botthof

 

 

 

Name:

Michael B. Botthof

 

 

Title:

Vice President

 

 

 

 

 

BLUDE SQUARE FUNDING LIMITED SERIES 3,

 

 

as a Lender

 

 

 

 

 

By:

/s/ Alice L. Wagner

 

 

 

Name:

Alice L. Wagner

 

 

Title:

Vice President

 

 

 

 

 

Bushnell CBNA Loan Funding LLC, for itself or as

 

 

agent for Bushnell Loan Funding LLC

 

 

as a Lender

 

 

 

 

 

By:

/s/ Mat Thomason

 

 

 

Name:

Mat Thomason

 

 

Title:

Assistant Vice President

 

 

 

 

 

CHAMPLAIN CLO, LTD.

 

 

By:

INVESCO Senior Secured

 

 

 

Management, Inc.

 

 

 

As Collateral Manager

 

 

 

 

 

 

By:

/s/ Scott Baskind

 

 

 

Name:

Scott Baskind

 

 

Title:

Authorized Signatory

 

 

 

 

 

CHARTER VIEW PORTFOLIO

 

 

By:

INVESCO Senior Secured

 

 

 

Management, Inc.

 

 

 

As Collateral Manager

 

 

 

 

 

 

By:

/s/ Scott Baskind

 

 

 

Name:

Scott Baskind

 

 

Title:

Authorized Signatory

 



 

 

CITIBANK, N.A.

 

 

as a Lender

 

 

 

 

 

By:

/s/ David E. Graber

 

 

 

Name:

David E. Graber

 

 

Title:

Attorney in Fact

 

 

 

 

 

CRÉDIT INDUSTRIEL et COMMERCIAL

 

 

as a Lender

 

 

 

 

 

By:

/s/ Brian O’Leary       /s/ Sean Mounier

 

 

 

Name:

Brian O’Leary

Sean Mounier

 

 

Title:

Vice President          First Vice President

 

 

 

 

 

CREDIT SUISSE, Cayman Islands Branch

 

 

(formerly known as CREDIT SUISSE FIRST
BOSTON, acting through its Cayman Island
Branch),

 

 

as a Lender

 

 

 

 

 

By:

/s/ Paul L. Colón

 

 

 

Name:

Paul L. Colón

 

 

Title:

Director

 

 

 

 

 

 

By:

/s/ Karim Blasetti

 

 

 

Name:

Karim Blasetti

 

 

Title:

Associate

 

 

 

 

 

DIVERSIFIED CREDIT PORTFOLIO LTD.

 

 

By:

INVESCO Senior Secured

 

 

 

Management, Inc.

 

 

 

As Collateral Manager

 

 

 

 

 

 

By:

/s/ Scott Baskind

 

 

 

Name:

Scott Baskind

 

 

Title:

Authorized Signatory

 

 

 

 

 

EATON VANCE SENIOR INCOME TRUST

 

 

By:

Eaton Vance Management

 

 

 

As Investment Advisor

 

 

 

 

 

 

By:

/s/ Michael B. Botthof

 

 

 

Name:

Michael B. Botthof

 

 

Title:

Vice President

 

 

 

 

 

EATON VANCE SENIOR LOAN FUND

 

 

By:

Eaton Vance Management

 

 

 

As Investment Advisor

 

 

 

 

 

 

By:

/s/ Michael B. Botthof

 

 

 

Name:

Michael B. Botthof

 

 

Title:

Vice President

 



 

 

EATON VANCE CDO III, LTD.

 

 

By:

Eaton Vance Management

 

 

 

As Investment Advisor

 

 

 

 

 

 

By:

/s/ Michael B. Botthof

 

 

 

Name:

Michael B. Botthof

 

 

Title:

Vice President

 

 

 

 

 

CONSTANTNUS EATON VANCE CDO V, LTD.

 

 

By:

Eaton Vance Management

 

 

 

As Investment Advisor

 

 

 

 

 

 

By:

/s/ Michael B. Botthof

 

 

 

Name:

Michael B. Botthof

 

 

Title:

Vice President

 

 

 

 

 

EATON VANCE CDO VI, LTD.

 

 

By:

Eaton Vance Management

 

 

 

As Investment Advisor

 

 

 

 

 

 

By:

/s/ Michael B. Botthof

 

 

 

Name:

Michael B. Botthof

 

 

Title:

Vice President

 

 

 

 

 

EATON VANCE

 

VT FLOATING-RATE INCOME FUND

 

 

By:

Eaton Vance Management

 

 

 

As Investment Advisor

 

 

 

 

 

 

By:

/s/ Michael B. Botthof

 

 

 

Name:

Michael B. Botthof

 

 

Title:

Vice President

 

 

 

 

 

EATON VANCE

 

LIMITED DURATION INCOME FUND

 

 

By:

Eaton Vance Management

 

 

 

As Investment Advisor

 

 

 

 

 

 

By:

/s/ Michael B. Botthof

 

 

 

Name:

Michael B. Botthof

 

 

Title:

Vice President

 

 

 

 

 

EATON VANCE FLOATING RATE

 

 

By:

Eaton Vance Management

 

 

 

As Investment Advisor

 

 

 

 

 

 

By:

/s/ Michael B. Botthof

 

 

 

Name:

Michael B. Botthof

 

 

Title:

Vice President

 



 

 

EATON VANCE SHORT DURATION

 

DIVERSIFIED INCOME FUND

 

 

By:

Eaton Vance Management

 

 

 

As Investment Advisor

 

 

 

 

 

 

By:

/s/ Michael B. Botthof

 

 

 

Name:

Michael B. Botthof

 

 

Title:

Vice President

 

 

 

 

 

EATON VANCE SENIOR

 

FLOATING RATE TRUST

 

 

By:

Eaton Vance Management

 

 

 

As Investment Advisor

 

 

 

 

 

 

By:

/s/ Michael B. Botthof

 

 

 

Name:

Michael B. Botthof

 

 

Title:

Vice President

 

 

 

 

 

ELF FUNDING TRUST I

 

 

By:

Highland Capital Management, L.P.,

 

 

 

As Collateral Manager

 

 

By:

Strand Advisors, Inc.

 

 

 

Its General Partner

 

 

 

 

 

 

By:

/s/ David W. Lancelot

 

 

 

Name:

David W. Lancelot

 

 

Title

Treasurer, Strand Advisors, Inc.,

 

 

 

General Partner of Highland Capital

 

 

 

Management, L.P.

 

 

 

 

 

EMERALD ORCHARD LIMITED

 

 

as a Lender

 

 

 

 

 

By:

/s/ Lazina Khan

 

 

 

Name:

Lazina Khan

 

 

Title:

Loans Officer

 

 

 

 

 

FRANKLIN FLOATING RATE DAILY ACCESS
FUND; FRANKLIN FLOATING RATE MASTER
SERIES; FRANKLIN CLO, II LIMITED; FRANKLIN
CLO III, LIMITED

 

 

as a Lender

 

 

 

 

 

By:

/s/ Tyler Chan

 

 

 

Name:

Tyler Chan

 

 

Title:

President

 

 

 

 

 

GRAYSON & CO

 

 

BY:

BOSTON MANAGEMENT AND

 

 

 

RESEARCH

 

 

as a Lender

 



 

 

 

By:

/s/ Michael B. Botthof

 

 

 

Name:

Michael B. Botthof

 

 

Title:

Vice President

 

 

 

 

 

HARBOUR TOWN FUNDING LLC,

 

 

as a Lender

 

 

 

 

 

By:

/s/ M. Christina Higgins

 

 

 

Name:

M. Christina Higgins

 

 

Title:

Assistant Vice President

 

 

 

 

 

ING PRIME RATE TRUST

 

 

By:

ING investment Management Co.

 

 

 

As its Investment manager

 

 

 

 

 

 

By:

/s/Charles E. LeMieux, CFA

 

 

 

Name:

Charles E. LeMieux, CFA

 

 

Title:

Vice President

 

 

 

 

 

INC SENIOR INCOME FUND

 

 

By:

ING investment Management Co.

 

 

 

as its Investment manager

 

 

 

 

 

 

By:

/s/Charles E. LeMieux, CFA

 

 

 

Name:

Charles E. LeMieux, CFA

 

 

Title:

Vice President

 

 

 

 

 

ING INVESTMENT MANAGEMENT CLO I LTD.

 

 

By:

ING investment Management Co.

 

 

 

as its Investment manager

 

 

 

 

 

 

By:

/s/Charles E. LeMieux, CFA

 

 

 

Name:

Charles E. LeMieux, CFA

 

 

Title:

Vice President

 

 

 

 

 

INVESCO EUPROPEAN CDO I S.A.

 

 

By:

INVESCO Senior Secured

 

 

 

Management, Inc.

 

 

 

As Collateral Manager

 

 

 

 

 

 

By:

/s/ Scott Baskind

 

(

 

Name:

Scott Baskind

 

 

Title:

Authorized Signatory

 

 

 

 

 

LCM I LIMITED PARTNERSHIP

 

 

By:

Lyon Capital Management LLC,

 

 

 

As Collateral Manager

 

 

 

 

 

 

as a Lender

 



 

 

 

By:

/s/ Alexander B. Kenna

 

 

 

Name:

Alexander B. Kenna

 

 

Title:

Portfolio Manager

 

 

 

 

 

LCM II LIMITED PARTNERSHIP

 

 

By:

Lyon Capital Management LLC,

 

 

 

As Collateral Manager

 

 

 

 

 

 

as a Lender

 

 

 

 

 

By:

/s/ Alexander B. Kenna

 

 

 

Name:

Alexander B. Kenna

 

 

Title:

Portfolio Manager

 

 

 

 

 

LCM III, Ltd.

 

 

 

By:

Lyon Capital Management LLC,

 

 

 

As Collateral Manager

 

 

 

 

 

 

as a Lender

 

 

 

 

 

By:

/s/ Alexander B. Kenna

 

 

 

Name:

Alexander B. Kenna

 

 

Title:

Portfolio Manager

 

 

 

 

 

LCM IV, Ltd.

 

 

 

By:

Lyon Capital Management LLC,

 

 

 

As Collateral Manager

 

 

 

 

 

 

as a Lender

 

 

 

 

 

By:

/s/ Alexander B. Kenna

 

 

 

Name:

Alexander B. Kenna

 

 

Title:

Portfolio Manager

 

 

 

 

 

LaSalle Bank National Association

 

 

as a Lender

 

 

 

 

 

By:

/s/ David P. Barrett

 

 

 

Name:

David P. Barrett

 

 

Title:

Vice President

 

 

 

 

 

LightPoint CLO 2004-1, Ltd.; Premium Loan Trust

 

 

1, Ltd.

 

 

 

 

 

 

 

By:

/s/ Thomas A. Kramer

 

 

 

Name:

Thomas A. Kramer

 

 

Title:

Senior Managing Director & CEO

 

 

 

 

 

LOAN FUNDING VII LLC

 

 

By:

Highland Capital Management, L.P.,

 

 

 

As Collateral Manager

 



 

 

 

By:

Strand Advisors, Inc.

 

 

 

Its General Partner

 

 

 

 

 

 

By:

/s/ David W. Lancelot

 

 

 

Name:

David W. Lancelot

 

 

Title

Treasurer, Strand Advisors, Inc.,

 

 

 

General Partner of Highland Capital

 

 

 

Management, L.P.

 

 

 

 

 

LOAN FUNDING LLC, for itself or as agent for

 

 

Corporate Loan Funding IX, LLC

 

 

By:

INVESCO Senior Secured

 

 

 

Management, Inc.

 

 

 

As Portfolio Manager

 

 

 

 

 

 

By:

/s/ Scott Baskind

 

 

 

Name:

Scott Baskind

 

 

Title:

Authorized Signatory

 

 

 

 

 

LOAN STAR STATE TRUST

 

 

By:

Highland Capital Management, L.P.,

 

 

 

As Collateral Manager

 

 

By:

Strand Advisors, Inc.

 

 

 

Its General Partner

 

 

as a Lender

 

 

 

 

 

By:

/s/ David W. Lancelot

 

 

 

Name:

David W. Lancelot

 

 

Title

Treasurer, Strand Advisors, Inc.,

 

 

 

General Partner of Highland Capital

 

 

 

Management, L.P.

 

 

 

 

 

LONG LANE MASTER TRUST IV,

 

 

as a Lender

 

 

 

 

 

By:

/s/ M. Christina Higgins

 

 

 

Name:

M. Christina Higgins

 

 

Title:

Assistant Vice President

 

 

 

 

 

MADISON PARK FUNDING II

 

 

as a Lender

 

 

 

 

 

By:

/s/ David H. Lerner

 

 

 

Name:

David H. Lerner

 

 

Title:

Authorized Signatory

 

 

 

 

 

NM Rothschild and Sons Limited

 

 

as a Lender

 

 

 

 

 

By:

/s/ David Street

 

 

 

Name:

David Street

 

 

Title:

Director

 



 

 

 

By:

/s/ Christopher Coleman

 

 

 

Name:

Christopher Coleman

 

 

Title:

Managing Director

 

 

 

 

 

Natexis Banques Populaires,

 

 

as a Lender

 

 

 

 

 

By:

/s/ Daniel Payer

 

 

 

Name:

Daniel Payer

 

 

Title:

Vice President

 

 

 

 

 

 

By:

/s/ Louis P. Laville, III

 

 

 

Name:

Louis P. Laville, III

 

 

Title:

Vice President, Group Manager

 

 

 

 

 

THE NORINCHUKIN BANK, NEW YORK

 

 

BRANCH, through State Street Bank and

 

 

Trust Company NA

 

 

As Fiduciary Custodian

 

 

 

 

 

as a Lender

 

 

 

 

 

By:

/s/ Michael B. Bottof

 

 

 

Name:

Michael B. Bottof

 

 

Title:

Vice President

 

 

 

 

 

PETRUSSE EUPOPEAN CLA S.A.

 

 

By:

INVESCO Senior Secured

 

 

 

Management, Inc.

 

 

 

As Collateral Manager

 

 

 

 

 

 

By:

/s/ Scott Baskind

 

 

 

Name:

Scott Baskind

 

 

Title:

Authorized Signatory

 

 

 

 

 

SAGMORE CLO LTD

 

 

By:

INVESCO Senior Secured

 

 

 

Management, Inc.

 

 

 

As Collateral Manager

 

 

 

 

 

 

By:

/s/ Scott Baskind

 

 

 

Name:

Scott Baskind

 

 

Title:

Authorized Signatory

 

 

 

 

 

Sankaty High Yield Partners, II, L.P.

 

 

as a Lender

 

 

 

 

 

By:

/s/ Timothy Barns

 

 

 

Name:

Timothy Barns

 

 

Title:

Senior Vice President

 



 

 

Katonah IV, Ltd. By Sankay Advisors LLC as Sub-

 

 

Advisors

 

 

as a Lender

 

 

 

 

 

By:

/s/ Timothy Barns

 

 

 

Name:

Timothy Barns

 

 

Title:

Senior Vice President

 

 

 

 

 

Sankaty Advisors, LLC as Collateral Manager for

 

 

AVERY POINT CLO, LTD., as Term Lender

 

 

as a Lender

 

 

 

 

 

By:

/s/ Timothy Barns

 

 

 

Name:

Timothy Barns

 

 

Title:

Senior Vice President

 

 

 

 

 

Katonah II, Ltd. By Sankaty Advisors LLC as Sub-

 

 

Advisors

 

 

as a Lender

 

 

 

 

 

By:

/s/ Timothy Barns

 

 

 

Name:

Timothy Barns

 

 

Title:

Senior Vice President

 

 

 

 

 

Katonah III, Ltd. By Sankaty Advisors LLC as Sub-

 

 

Advisors

 

 

as a Lender

 

 

 

 

 

By:

/s/ Timothy Barns

 

 

 

Name:

Timothy Barns

 

 

Title:

Senior Vice President

 

 

 

 

 

Sankaty Advisors, LLC as Collateral Manager for

 

 

Castle Hill I- INGOTS, Ltd., as Term Lender

 

 

as a Lender

 

 

 

 

 

By:

/s/ Timothy Barns

 

 

 

Name:

Timothy Barns

 

 

Title:

Senior Vice President

 

 

 

 

 

Chatham Light II CLO, Limited, by Sankaty

 

 

Advisors, LLC as Collateral Manager

 

as a Lender

 

 

 

 

 

By:

/s/ Timothy Barns

 

 

 

Name:

Timothy Barns

 

 

Title:

Senior Vice President

 



 

 

Sankaty Advisors, LLC as Collateral Manager for

 

 

Castle Hill II- INGOTS, Ltd., as Term Lender

 

 

as a Lender

 

 

 

 

 

By:

/s/ Timothy Barns

 

 

 

Name:

Timothy Barns

 

 

Title:

Senior Vice President

 

 

 

 

 

Sankaty Advisors, LLC as Collateral Manager for

 

 

Race Point CLO, Limited, as Term Lender

 

 

as a Lender

 

 

 

 

 

By:

/s/ Timothy Barns

 

 

 

Name:

Timothy Barns

 

 

Title:

Senior Vice President

 

 

 

 

 

Sankaty Advisors, LLC as Collateral Manager for

 

 

Race Point II CLO, Limited, as Term Lender

 

 

as a Lender

 

 

 

 

 

By:

/s/ Timothy Barns

 

 

 

Name:

Timothy Barns

 

 

Title:

Senior Vice President

 

 

 

 

 

SARATOGA CLO I, LIMITED

 

 

By:

INVESCO Senior Secured

 

 

 

Management, Inc.

 

 

 

As Asset Manager

 

 

 

 

 

 

By:

/s/ Scott Baskind

 

 

 

Name:

Scott Baskind

 

 

Title:

Authorized Signatory

 

 

 

 

 

SENIOR DEBT PORTFOLIO

 

 

By:

Boston Management and Research

 

 

 

as Investment Advisor

 

 

 

 

 

 

By:

/s/ Michael B. Botthof

 

 

 

Name:

Michael B. Botthof

 

 

Title:

Vice President

 

 

 

 

 

SEQUILLS-LIBERTY, LTD.

 

 

By:

INVESCO Senior Secured

 

 

 

Management, Inc.

 

 

 

As Asset Manager

 

 

 

 

 

 

By:

/s/ Scott Baskind

 

 

 

Name:

Scott Baskind

 

 

Title:

Authorized Signatory

 



 

 

SOCIÉTÉ GÉNÉRALE,

 

 

as a Lender

 

 

 

 

 

By:

/s/ Geoff McNamara

 

 

 

Name:

Geoff McNamara

 

 

Title:

Vice President

 

 

 

 

 

Stanfield Arbitrage CDO, Ltd.

 

 

By:

Stanfield Capital Partners LLC

 

 

 

as its Collateral Manager

 

 

 

 

 

 

as a Lender

 

 

 

 

 

By:

/s/ Christopher E. Jansen

 

 

 

Name:

Christopher E. Jansen

 

 

Title:

Managing Partner

 

 

 

 

 

Stanfield Bristol CLO, Ltd.

 

 

By:

Stanfield Capital Partners LLC

 

 

 

as its Collateral Manager

 

 

 

 

 

 

as a Lender

 

 

 

 

 

By:

/s/ Christopher E. Jansen

 

 

 

Name:

Christopher E. Jansen

 

 

Title:

Managing Partner

 

 

 

 

 

Stanfield Modena CLO, Ltd.

 

 

By:

Stanfield Capital Partners LLC

 

 

 

as its Asset Manager

 

 

 

 

 

 

as a Lender

 

 

 

 

 

By:

/s/ Christopher E. Jansen

 

 

 

Name:

Christopher E. Jansen

 

 

Title:

Managing Partner

 

 

 

 

 

Stanfield Quattro CLO, Ltd.

 

 

By:

Stanfield Capital Partners LLC

 

 

 

as its Collateral Manager

 

 

 

 

 

 

as a Lender

 

 

 

 

 

By:

/s/ Christopher E. Jansen

 

 

 

Name:

Christopher E. Jansen

 

 

Title:

Managing Partner

 

 

 

 

 

STANWICH LOAN FUNDING

 

 

as a Lender

 

 

 

 

 

By:

/s/ M. Cristina Higgins

 

 

 

Name:

M. Cristina Higgins

 

 

 

Title:

Assistant Vice President

 



 

 

TOLLI & CO.

 

 

 

By:

Eaton Vance Management

 

 

 

As Investment Advisor

 

 

 

 

 

 

By:

/s/ Michael B. Botthof

 

 

 

Name:

Michael B. Botthof

 

 

Title:

Vice President

 

 

 

 

 

Trumbull THC2 Loan Funding LLC, for itself or as

 

 

agent for Trumbull THC2 Loan Funding LLC

 

 

as a Lender

 

 

 

 

 

By:

/s/ Mat Thomason

 

 

 

Name:

Mat Thomason

 

 

Title:

Assistant Vice President

 

 

 

 

 

UBS AG, Stamford Branch

 

[LENDER], as a Lender

 

 

 

 

By:

/s/ Marie A. Haddad

 

 

 

Name:

Marie A. Haddad

 

 

Title:

Associate Director

 

 

 

Banking Products

 

 

 

Service, US

 

 

 

 

 

 

By:

/s/ Sailoz Sikka

 

 

 

Name:

Salioz Sikka

 

 

Title:

Associate Director

 

 

 

Banking Products

 

 

 

Service, US

 

 

 

 

 

Windsor Loan Funding, Limited

 

 

By:

Stanfield Capital Partners LLC

 

 

 

as its Investment Manager

 

 

 

 

 

 

as a Lender

 

 

 

 

 

By:

/s/ Christopher E. Jansen

 

 

 

Name:

Christopher E. Jansen

 

 

 

Title:   Managing Partner