EX-10.1 2 a08-20261_1ex10d1.htm EX-10.1

Exhibit 10.1

 

EXECUTION COPY

 

AMENDMENT NO. 13 TO THE THIRD AMENDED AND RESTATED
CREDIT AND REIMBURSEMENT AGREEMENT

 

Dated as of July 29, 2008

 

AMENDMENT NO. 13 TO THE THIRD AMENDED AND RESTATED CREDIT AND REIMBURSEMENT AGREEMENT (this “Amendment”) among The AES Corporation, a Delaware corporation (the “Borrower”), the Subsidiary Guarantors, the Bank Parties listed on the signature pages hereto, CITICORP USA, INC., as administrative agent (the “Agent”) and CITIBANK, N.A., as Collateral Agent, for the Bank Parties (the “Collateral Agent”).

 

PRELIMINARY STATEMENTS

 

(1)           WHEREAS, the Borrower is party to a Third Amended and Restated Credit and Reimbursement Agreement dated as of March 17, 2004 (as amended, amended and restated, supplemented or otherwise modified up to the date hereof, the “Existing Bank Credit Agreement”; capitalized terms used herein but not defined shall be used herein as defined in the Credit Agreement) among the Subsidiary Guarantors, the Bank Parties, CITIGROUP GLOBAL MARKETS, INC., as Lead Arranger and Book Runner, BANC OF AMERICA SECURITIES LLC, as Lead Arranger and Book Runner and as Co-Syndication Agent (for the Initial Term Loan Facility), DEUTSCHE BANK SECURITIES INC., as Lead Arranger and Book Runner (for the Initial Term Loan Facility), UNION BANK OF CALIFORNIA, N.A., as Co-Syndication Agent (for the Initial Term Loan Facility) and as Lead Arranger and Book Runner and as Syndication Agent (for the Revolving Credit Facility), LEHMAN COMMERCIAL PAPER INC., as Co-Documentation Agent (for the Initial Term Loan Facility), UBS SECURITIES LLC, as Co-Documentation Agent (for the Initial Term Loan Facility), SOCIÉTÉ GÉNÉRALE, as Co-Documentation Agent (for the Revolving Credit Facility), CREDIT LYONNAISE NEW YORK BRANCH, as Co-Documentation Agent (for the Revolving Credit Facility), the Agent and the Collateral Agent; and

 

(2)           WHEREAS, the Borrower and the Required Banks have agreed, subject to the terms and conditions hereinafter set forth, to amend and restate the Existing Bank Credit Agreement as set forth below (as amended and restated the “Credit Agreement”).

 

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and receipt of all of which is hereby acknowledged, the parties hereto hereby agree as follows:

 

SECTION 1.           Amendment.  As of the Effective Date, the Credit Agreement is hereby amended as follows:

 

The Existing Bank Credit Agreement is hereby amended and restated as set forth in Annex A hereto.

 



 

SECTION 2.           Conditions to Effectiveness.  This Amendment shall become effective when, and only when, and as of the date (the “Effective Date”) on which (a) the Agent shall have received counterparts of this Amendment executed by the Borrower and each of the Subsidiary Guarantors and the Required Banks or, as to any of the Required Banks, advice satisfactory to the Agent that such Bank Party has executed this Amendment, (b) the Agent shall have received payment of all accrued fees and expenses of the Agent (including the reasonable and accrued fees of counsel to the Agent invoiced on or prior to the date hereof), (c) the Agent shall have received a favorable opinion of the Counsel of the Borrower regarding the due authorization, execution and delivery of this Amendment and other matters reasonably requested by the Agent and (d) the Agent shall have received a certificate signed by a duly authorized officer of the Borrower dated the Effective Date, to the effect that, after giving effect to this Amendment: (i) the representations and warranties contained in each of the Financing Documents are true and correct in all material respects on and as of the Effective Date as though made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); and (ii) no Default has occurred and is continuing.

 

This Amendment is subject to the provisions of Section 10.05 of the Credit Agreement.

 

SECTION 3.           Representations and Warranties.  The Borrower represents and warrants as follows:

 

(a)           The representations and warranties contained in each of the Financing Documents, after giving effect to this Amendment, are correct in all material respects on and as of the date of this Amendment, as though made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date).

 

(b)           After giving effect to this Amendment, no Default has occurred and is continuing on the date hereof.

 

SECTION 4.           Reference to and Effect on the Financing Documents.  (a)  On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Financing Documents to “the Agreement”, “thereunder”, “thereof”, or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as modified hereby.

 

(b)           The Credit Agreement, the Notes and each of the other Financing Documents, as specifically modified by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Financing Documents, in each case as modified by this Amendment.

 

2



 

(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 Banks, nor constitute an amendment or waiver of any provision of the Credit Agreement or the other Financing Documents.

 

SECTION 5.           Affirmation of Subsidiary Guarantors.  Each Subsidiary Guarantor hereby consents to the amendments to the Credit Agreement effected hereby, and hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of such Subsidiary Guarantor contained in Article IX of the Credit Agreement or in any other Financing Documents to which it is a party are, and shall remain, in full force and effect and are hereby ratified and confirmed in all respects, except that, on and after the effectiveness of this Amendment, each reference in Article IX of the Credit Agreement and in each of the other Financing Documents to “the Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement, as modified by this Amendment.  Without limiting the generality of the foregoing, the Collateral Documents to which such Subsidiary Guarantor is a party and all of the Collateral described therein do, and shall continue to secure, payment of all of the Secured Obligations (in each case, as defined therein).

 

SECTION 6.           GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

SECTION 7.           WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE ACTIONS OF THE COLLATERAL TRUSTEES OR THE AGENT IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

 

SECTION 8.           Execution in Counterparts.  This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

 

SECTION 9.           Costs and Expenses.  The Borrower hereby agrees to pay all reasonable costs and expenses associated with the preparation, execution, delivery, administration, and enforcement of this Amendment, including, without limitation, the fees and expenses of the Collateral Trustees’ and the Agent’s counsel and other out-of-pocket expenses related hereto.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

 

3



 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

 

THE AES CORPORATION,

 

as Borrower

 

 

 

 

 

By:

/s/ Willard C. Hoagland

 

 

Title:

 

 

 

Address:

4300 Wilson Boulevard

 

 

 

Arlington, VA 22203

 

 

Fax:

(703) 528-4510

 

 

4



 

SUBSIDIARY GUARANTORS:

 

 

 

AES HAWAII MANAGEMENT COMPANY, INC.,

as Subsidiary Guarantor

 

 

 

 

 

By:

/s/ Willard C. Hoagland

 

 

Title:

Treasurer

 

 

Address:

4300 Wilson Blvd.
Arlington, VA 22203

 

 

Fax:

(703) 528-4510

 

 

 

 

 

 

 

AES NEW YORK FUNDING, L.L.C.,

 

as Subsidiary Guarantor

 

 

 

 

 

By:

/s/ Willard C. Hoagland

 

 

Title:

Treasurer

 

 

Address:

4300 Wilson Blvd.
Arlington, VA 22203

 

 

Fax:

(703) 528-4510

 

 

 

 

 

 

 

AES OKLAHOMA HOLDINGS, L.L.C.,

 

as Subsidiary Guarantor

 

 

 

 

 

By:

/s/ Willard C. Hoagland

 

 

Title:

Treasurer

 

 

Address:

4300 Wilson Blvd.
Arlington, VA 22203

 

 

Fax:

(703) 528-4510

 

 

 

 

 

 

 

AES WARRIOR RUN FUNDING, L.L.C.,

 

as Subsidiary Guarantor

 

 

 

 

 

By:

/s/ Willard C. Hoagland

 

 

Title:

Treasurer

 

 

Address:

4300 Wilson Blvd.
Arlington, VA 22203

 

 

Fax:

(703) 528-4510

 

 

5



 

AGENTS:

 

 

 

CITICORP USA, INC.,

 

as Agent

 

 

 

 

 

By:

/s/ Nietsche Rodricks

 

 

Title:

Director

 

 

Address:

388 Greenwich Street, 21st Floor

 

 

 

New York, NY 10013

 

 

Fax:

(212) 816-8098

 

 

Attention:

Nietzsche Rodricks

 

 

Email:

oploanswebadmin@citigroup.com

 

 

 

 

 

 

 

 

 

CITIBANK N.A.,

 

as Collateral Agent

 

 

 

 

 

 

 

By:

/s/ Nietsche Rodricks

 

 

Title:

Director

 

 

Address:

388 Greenwich Street, 21st Floor

 

 

 

New York, NY 10013

 

 

Fax:

(212) 816-8098

 

 

Attention:

Nietzsche Rodricks

 

 

6



 

ABN AMRO BANK N.V.

 

as Lender

 

 

 

By:

/S/ Scott Donaldson

 

 

Name:

Scott Donaldson

 

 

Title:

Director

 

 

 

By:

/S/ Sanjay Remond

 

 

Name:

Sanjay Remond

 

 

Title:

Vice President

 

 

7



 

Pinehurst Trading, Inc.

 

as Lender

 

 

 

By:

/S/ Tara E. Kenny

 

 

Name:

Tara E. Kenny

 

 

Title:

Assistant Vice President

 

 

8



 

Transamerica Life Insurance Company

 

as Lender

 

 

 

By:

/S/ John Bailey

 

 

Name:

John Bailey

 

 

Title:

Vice President

 

 

9



 

By: AllianceBernstein L.P., as Investment Advisor

 

as Lender

 

 

 

By:

/s/ Michael E. Sohr

 

 

Name:

Michael E. Sohr

 

 

Title:

Senior Vice President

 

 

 

Account:

Alliance Capital Funding LLC

 

10



 

AMMC CLO IV, LIMITED

By:

American Money Management Corp.,

 

as Collateral Manager

 

 

as Lender

 

 

By: 

/s/ Chester M. Eng

 

 

Name: 

Chester M. Eng

 

 

Title: 

Senior Vice President

 

 

11



 

AMMC CLO VI, LIMITED

By:

American Money Management Corp.,

 

as Collateral Manager

 

as Lender

 

 

By: 

/S/ Chester M. Eng

 

 

Name: 

Chester M. Eng

 

 

Title: 

Senior Vice President

 

 

12



 

Australia and New Zealand Banking Group Limited

 

as Lender

 

 

 

By: 

/s/ John W. Wade

 

 

Name: 

John W. Wade

 

 

Title: 

Deputy General Manager
Head of Operations and Infrastructure

 

 

13



 

Bank of America, N.A.

 

as Lender

 

 

 

By: 

/s/ Jacob Dowden

 

 

Name: 

Jacob Dowden

 

 

Title: 

Vice President

 

 

14



 

Ballantyne Funding LLC

 

as Lender

 

 

 

By: 

/s/ Michael Roof

 

 

Name: 

Michael Roof

 

 

Title: 

Vice President

 

 

15



 

 

 

BlackRock Limited Duration Income Trust

BlackRock Global Floating Rate Income Trust

BlackRock Floating Rate Income Strategies Fund, Inc.

Longhorn CDO (Cayman) LTD

Longhorn CDO III, LTD

Master Senior Floating Rate Trust

as Lender

 

 

By: 

/s/ AnnMarie Smith

 

 

Name: 

AnnMarie Smith

 

 

Title: 

Authorized Signatory

 

 

16



 

 

 

INWOOD PARK CDO LTD.

By: Blackstone Debt Advisors L.P.

as Collateral Manager

 

 

By: 

/s/ Dean T. Criares

 

Name: Dean T. Criares

 

Title:  Authorized Signatory

 

 

17



 

 

 

LAFAYETTE SQUARE CDO LTD.
By: Blackstone Debt Advisors L.P.
as Collateral Manager

 

 

By: 

/s/ Dean T. Criares

 

Name: Dean T. Criares

 

Title: Authorized Signatory

 

 

18



 

 

 

LOAN FUNDING VI LLC,
for itself or as agent for Corporate Loan Funding VI LLC

 

 

By: 

/s/ Dean T. Criares

 

Name: Dean T. Criares

 

Title: Authorized Signatory

 

 

19



 

 

 

MONUMENT PARK CDO LTD.
By: Blackstone Debt Advisors L.P.
as Collateral Manager

 

 

By: 

/s/ Dean T. Criares

 

Name: Dean T. Criares

 

Title: Authorized Signatory

 

 

20



 

 

 

UNION SQUARE CDO LTD.
By: Blackstone Debt Advisors L.P.
as Collateral Manager

 

 

By: 

/s/ Dean T. Criares

 

Name: Dean T. Criares

 

Title: Authorized Signatory

 

 

21



 

BNP PARIBAS
as Lender

 

By: 

/s/ Francis J. Delaney

 

 

Name: 

Francis J. Delaney

 

 

Title: 

Managing Director

 

 

By: 

/s/ Denis O’Meara

 

 

Name: 

Denis O’Meara

 

 

Title: 

Managing Director

 

 

 

 

22



 

By: Callidus Debt Partners CLO Fund II, Ltd.

By: Its Collateral Manager,

Callidus Capital Management, LLC

 

as Lender

 

 

 

By:

/s/ Ira Ginsburg

 

 

Name:

Ira Ginsburg

 

 

Title:

Principal

 

 

23



 

By: Callidus Debt Partners CLO Fund III, Ltd.

By: Its Collateral Manager,

Callidus Capital Management, LLC

 

 

 

as Lender

 

 

 

By:

/s/ Ira Ginsburg

 

 

Name:

Ira Ginsburg

 

 

Title:

Principal

 

 

24



 

CALYON New York Branch

 

as Lender

 

 

 

By:

/s/ Nina Eshoo

 

 

Name:

Nina Eshoo

 

 

Title:

Managing Director

 

 

 

CALYON New York Branch

 

as Lender

 

 

 

By:

/s/ Gayer D. Bellamy Jr.

 

 

Name:

Gayer D. Bellamy Jr.

 

 

Title:

Director

 

 

25



 

Citicorp USA, Inc.

 

as Lender

 

 

 

By:

/s/ Nietzsche Rodricks

Nietzsche S. Rodricks

 

 

Name:

Nietzsche Rodricks

Director

 

 

Title:

Vice President

386 Greenwich St, 21st floor

 

 

 

 

New York, NY 10013

 

 

 

 

(212) 816-8619

 

 

26



 

CITIBANK, N.A.

 

as Lender

 

 

 

By:

/s/ Brian Blessing

 

 

Name:

Brian Blessing

 

 

Title:

Attorney-In-Fact

 

 

27



 

COMMERZBANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES

 

 

 

 

 

 

 

 

By:

/s/ Christopher Winthrop

 

 

Name:

Christopher Winthrop

 

 

Title:

Vice President

 

 

 

By:

/s/ Michael Fruchter

 

 

Name:

Michael Fruchter

 

 

Title:

Vice President

 

 

28



 

CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
as Lender

 

 

 

 

 

 

 

 

By:

/s/ Brian Caldwell

 

 

Name:

BRIAN CALDWELL

 

 

Title:

DIRECTOR

 

 

 

By:

/s/ Morenkeji Ajayi

 

 

Name:

MORENKEJI AJAYI

 

 

Title:

ASSOCIATE

 

 

29



 

Atrium CDO

 

 

 

as Lender

 

 

 

 

 

By:

/s/ Thomas Flannery

 

 

Name:

Thomas Flannery

 

 

Title:

Authorized Signatory

 

 

30



 

Atrium II

 

 

as Lender

 

 

 

By:

/s/ Thomas Flannery

 

 

Name:

Thomas Flannery

 

 

Title:

Authorized Signatory

 

 

31



 

CSAM Funding I

 

 

as Lender

 

 

 

 

By:

/s/ Thomas Flannery

 

 

Name:

THOMAS FLANNERY

 

 

Title:

AUTHORIZED SIGNATORY

 

 

32



 

CSAM Funding II

 

as Lender

 

 

 

By:

/s/ Thomas Flannery

 

 

Name:

Thomas Flannery

 

 

Title:

Authorized Signatory

 

 

33



 

CSAM Funding III

 

as Lender

 

 

 

By:

/s/ Thomas Flannery

 

 

Name:

Thomas Flannery

 

 

Title:

Authorized Signatory

 

 

34



 

First Daninion Funding III

 

as Lender

 

 

 

By:

/s/ Thomas Flannery

 

 

Name:

Thomas Flannery

 

 

Title:

Authorized Signatory

 

 

35



 

Madison Park Funding II

 

as Lender

 

 

 

By:

/s/ Thomas Flannery

 

 

Name:

Thomas Flannery

 

 

Title:

Authorized Signatory

 

 

36



 

Madison Park Funding III

 

as Lender

 

 

 

By:

/s/ Thomas Flannery

 

 

Name:

Thomas Flannery

 

 

Title:

Authorized Signatory

 

 

37



 

Madison Park Funding V

 

as Lender

 

 

 

By:

/s/ Thomas Flannery

 

 

Name:

Thomas Flannery

 

 

Title:

Authorized Signatory

 

 

38



 

DEUTSCHE BANK TRUST COMPANY AMERICAS
as Lender

 

By:

/s/ Marcus M. Tarkington

 

 

Name:

Marcus M. Tarkington

 

 

Title:

Director

 

 

 

By:

/s/ Keith C. Braun

 

 

Name:

Keith C. Braun

 

 

Title:

Managing Director

 

 

39



 

Fidelity Advisor Series 1: Fidelity Advisor Floting Rate High Income Fund

 

 

 

as Lender

 

 

By:

/s/ Peter L. Lydecker

 

 

Name:

Peter L. Lydecker

 

 

Title:

Assistant Treasurer

 

 

40



 

Ballyrock CLO II Limited

 

By: BALLYROCK Investment Advisors LLC, as Collateral Manager

 

 

as Lender

 

 

By:

/s/ Lisa Rymut

 

 

Name:

Lisa Rymut

 

 

Title:

Assistant Treasurer

 

 

41



 

GOLDMAN SACHS

CREDIT PARTNERS, L.P.

 

 

as Lender

 

 

By:

/s/ Andrew Caditz

 

 

Name:

Andrew Caditz

 

 

Title:

Authorized Signatory

 

 

42



 

MAGMA CDO LTD.

 

as Lender

 

 

 

By:

/s/ Kaitlin Trinh

 

 

Name:

Kaitlin Trinh

 

 

Title:

Director

 

 

43



 

AVALON CAPITAL LTD. 3

 

 

By:

INVESCO Senior Secured Management, Inc.
As Asset Manager

 

 

 

 

By:

/s/ Thomas Ewald

 

 

Name:

Thomas Ewald

 

 

Title:

Authorized Signatory

 

 

44



 

BELHURST CLO LTD.

 

 

By:

INVESCO Senior Secured Management, Inc.
As Collateral Manager

 

 

 

 

By:

/s/ Thomas Ewald

 

 

Name:

Thomas Ewald

 

 

Title:

Authorized Signatory

 

 

45



 

CHAMPLAIN CLO, LTD.

 

 

By:

INVESCO Senior Secured Management, Inc.
As Collateral Manager

 

 

as Lender

 

 

 

 

By:

/s/ Thomas Ewald

 

 

Name:

Thomas Ewald

 

 

Title:

Authorized Signatory

 

 

46



 

DIVERSIFIED CREDIT PORTFOLIO LTD.

 

 

By:

INVESCO Senior Secured Management, Inc.
as Investment Adviser

 

 

 

 

By:

/s/ Thomas Ewald

 

 

Name:

Thomas Ewald

 

 

Title:

Authorized Signatory

 

 

47



 

KATONAH V, LTD.

 

 

By:

INVESCO Senior Secured Management, Inc.
As Investment Manager

 

 

 

 

By:

/s/ Thomas Ewald

 

 

Name:

Thomas Ewald

 

 

Title:

Authorized Signatory

 

 

48



 

NAUTIQUE FUNDING LTD.

 

 

By:

INVESCO Senior Secured Management, Inc.
As Collateral Manager

 

 

 

 

By:

/s/ Thomas Ewald

 

 

Name:

Thomas Ewald

 

 

Title:

Authorized Signatory

 

 

49



 

SAGAMORE CLO LTD.

 

 

By:

INVESCO Senior Secured Management, Inc.
As Collateral Manager

 

 

 

 

By:

/s/ Thomas Ewald

 

 

Name:

Thomas Ewald

 

 

Title:

Authorized Signatory

 

 

50



 

SARATOGA CLO I, LIMITED

 

 

By:

INVESCO Senior Secured Management, Inc.
As the Asset Manager

 

 

 

 

By:

/s/ Thomas Ewald

 

 

Name:

Thomas Ewald

 

 

Title:

Authorized Signatory

 

 

51



 

WASATCH CLO LTD

 

 

By:

INVESCO Senior Secured Management, Inc.
As Portfolio Manager

 

 

 

 

By:

/s/ Thomas Ewald

 

 

Name:

Thomas Ewald

 

 

Title:

Authorized Signatory

 

 

52



 

JPMorgan Chase Bank, N.A.
as Lender

 

 

By:

/s/ Juan Javellana

 

 

Name:

Juan Javellana

 

 

Title:

Vice President

 

 

53



 

KDPAM for The Boeing Company Employee Retirement
Plans Master Trust

 

 

as Lender

 

 

 

 

By:

/s/ Kathy A. News

 

 

Name:

Kathy A. News

 

 

Title:

Sr. Portfolio Manager

 

 

54



 

Re: AES Corporation

 

 

KDPAM for Veronica Atkins Marital Trust

 

 

as Lender

 

 

 

 

By:

/s/ Kathy A. News

 

 

Name:

Kathy A. News

 

 

Title:

Sr. Portfolio Manager

 

 

55



 

LEHMAN COMMERCIAL PAPER INC.

 

 

as Lender

 

 

 

 

By:

/s/ Randall Beaunfeld

 

 

Name:

Randall Beaunfeld

 

 

Title:

Authorized Signatory

 

 

56



 

Apostle Loomis Sayles Credit Opportunities Fund

 

 

as Lender

 

 

 

 

By:

Please See Following Page

 

 

Name:

 

 

 

Title:

 

 

 

57



 

APOSTLE LOOMIS SAYLES CREDIT OPPORTUNITIES FUND,
As Lender

 

For Loomis, Sayles & Company, L.P.,
the Investment Manager of the Fund

 

By: 

Loomis, Sayles & Company, Incorporated,
the General Partner of
Loomis, Sayles & Company, L.P.

 

 

 

 

By: 

/s/ John R. Bell

 

 

Name:

John R. Bell

 

Title:

Vice President

 

58



 

Apostle Loomis Sayles Senior Loan Fund

 

as Lender

 

 

 

 

 

 

 

 

By: 

Please See Following Page

 

 

 

 

Name:

 

 

 

 

Title:

 

 

 

 

59



 

APOSTLE LOOMIS SAYLES SENIOR LOAN FUND,
As Lender

 

By: 

Loomis, Sayles & Company, L.P.,
Its Investment Manager

 

 

By: 

Loomis, Sayles & Company, Incorporated,
Its General Partner

 

 

 

 

By: 

/S/ John R. Bell

 

 

Name:

John R. Bell

 

 

Title:

Vice President

 

 

60



 

Loomis Sayles Leveraged Senior Loan Fund Ltd.

 

 

as Lender

 

 

 

 

By:

Please See Following Page

 

 

Name:

 

 

 

Title:

 

 

 

61



 

LOOMIS SAYLES LEVERAGED SENIOR LOAN FUND LTD.
As Lender

 

 

By:

Loomis, Sayles & Company, L.P.,
Its Investment Manager

 

By:

Loomis, Sayles & Company, Incorporated,
Its General Partner

 

 

 

By:

/s/ Kevin J. Perry

 

 

Name:

Kevin J. Perry

 

 

Title:

Vice President

 

 

62



 

The Loomis Sayles Senior Loan Fund, LLC

 

 

as Lender

 

 

 

 

By:

Please See Following Page

 

 

Name:

 

 

 

Title:

 

 

 

63



 

THE LOOMIS SAYLES SENIOR LOAN FUND, LLC

 

 

By Loomis Sayles and Company, L.P.

 

 

its manager

 

 

By Loomis Sayles and Company, Inc.

 

 

its general partner

 

 

 

 

/s/ Kevin J. Perry

 

By:

Kevin J. Perry

 

Title:

Vice President

 

 

64



 

The Loomis Sayles Senior Loan Fund II LLC

 

 

as Lender

 

 

 

 

By:

Please See Following Page

 

 

Name:

 

 

 

Title:

 

 

 

65



 

THE LOOMIS SAYLES SENIOR LOAN FUND II LLC

 

 

By: Loomis, Sayles & Company, L.P., Its Managing Member

 

 

By: Loomis, Sayles & Company, Inc., Its General Partner

 

 

 

 

/s/ Kevin J. Perry

 

By:

Kevin J. Perry

 

Title:

Vice President

 

 

66



 

Natixis Loomis Sayles Senior Loan Fund

 

 

as Lender

 

 

 

 

By:

Please See Following Page

 

 

Name:

 

 

 

Title:

 

 

 

67



 

NATIXIS LOOMIS SAYLES SENIOR LOAN FUND,
As Lender

 

By:

Loomis, Sayles and Company, L.P.,

 

 

Its Manager

 

 

 

 

By:

Loomis, Sayles and Company, Inc.,

 

 

Its General Partner

 

 

 

By:

/s/ John R. Bell

 

 

Name:

John R. Bell

 

 

Title:

Vice President

 

 

68



 

Indosuez Capital Funding VI, LTD

 

 

By:

Lyon Capital Management LLC
As Collateral Manager

 

 

Lyon Capital Management LLC

 

 

 

as Lender

 

 

By:

/s/ Sophie A. Venon

 

 

Name:

Sophie A. Venon

 

 

Title:

Portfolio Manager

 

 

69



 

LCM I LIMITED PARTNERSHIP

By:

Lyon Capital Management LLC,

 

 

As Collateral Manager

 

 

LYON CAPITAL MANAGEMENT LLC

 

 

 

 

as Lender

 

 

 

By:

/S/ Sophie A. Venon

 

 

Name:

Sophie A. Venon

 

 

Title:

Portfolio Manager

 

 

70



 

LCM II LIMITED PARTNERSHIP

By:

Lyon Capital Management LLC,

 

 

As Collateral Manager

 

 

LYON CAPITAL MANAGEMENT LLC

 

 

 

 

as Lender

 

 

 

By:

/S/ Sophie A. Venon

 

 

Name:

Sophie A. Venon

 

 

Title:

Portfolio Manager

 

 

71



 

LCM III, Ltd.

By:

Lyon Capital Management LLC,

 

 

As Collateral Manager

 

 

LYON CAPITAL MANAGEMENT LLC

 

 

 

 

as Lender

 

 

 

By:

/S/ Sophie A. Venon

 

 

Name:

Sophie A. Venon

 

 

Title:

Portfolio Manager

 

 

72



 

LCM IV, Ltd.

By:

Lyon Capital Management LLC,

 

 

As Collateral Manager

 

 

LYON CAPITAL MANAGEMENT LLC

 

 

 

 

as Lender

 

 

 

By:

/S/ Sophie A. Venon

 

 

Name:

Sophie A. Venon

 

 

Title:

Portfolio Manager

 

 

73



 

LCM V Ltd.

By:

Lyon Capital Management LLC,

 

 

As Collateral Manager

 

 

LYON CAPITAL MANAGEMENT LLC

 

 

 

 

as Lender

 

 

 

By:

/S/ Sophie A. Venon

 

 

Name:

Sophie A. Venon

 

 

Title:

Portfolio Manager

 

 

74



 

LCM VI, Ltd.

By:

Lyon Capital Management LLC,

 

 

As Collateral Manager

 

 

LYON CAPITAL MANAGEMENT LLC

 

 

 

 

as Lender

 

 

 

By:

/S/ Sophie A. Venon

 

 

Name:

Sophie A. Venon

 

 

Title:

Portfolio Manager

 

 

75



 

MERRILL LYNCH CAPITAL CORPORATION

 

 

as Lender

 

 

 

 

By:

/s/ Carol J.E. Feeley

 

 

Name:

Carol J.E. Feeley

 

 

Title:

Vice President

 

 

76



 

Monumental Life Insurance Company

 

 

as Lender

 

 

 

 

By:

/s/ John Bailey

 

 

Name:

John Bailey

 

 

Title:

Vice President

 

 

77



 

MORGAN STANLEY BANK

 

 

as Lender

 

 

 

 

By:

/s/ Daniel Twenge

 

 

Name:

Daniel Twenge

 

 

Title:

Authorized Signatory

 

 

78



 

Flatiron CLO 2007-1 Ltd.

By:

New York Life Investment Management LLC,

 

 

as Collateral Manager and Attorney-In-Fact

 

 

 

 

as Lender

 

 

 

 

By:

/s/ F. David Melka

 

 

Name:

F. David Melka

 

 

Title:

Director

 

 

79



 

MainStay Floating Rate Fund,
a series of Eclipse Funds, Inc.

 

By:

New York Life Investment Management LLC,

 

 

as Investment Manager

 

 

 

 

as Lender

 

 

 

 

By:

/s/ F. David Melka

 

 

Name:

F. David Melka

 

 

Title:

Director

 

 

80



 

MainStay VP Floating Rate Portfolio,
a series of MainStay VP Series Fund, Inc.

 

By:  New York Life Investment Management LLC

 

as Lender

 

 

 

By:

/s/ F. David Melka

 

 

Name:

F. David Melka

 

 

Title:

Director

 

 

81



 

New York Life Insurance and Annuity Corporation

 

By:

New York Life Investment Management LLC,

 

 

Its Investment Manager

 

 

 

 

as Lender

 

 

 

 

By:

/s/ F. David Melka

 

 

Name:

F. David Melka

 

 

Title:

Director

 

 

82



 

NYLIM Flatiron CLO 2003-1 Ltd.

 

By:

New York Life Investment Management LLC,

 

 

as Collateral Manager and Attorney-In-Fact

 

 

 

 

as Lender

 

 

 

 

By:

/s/ F. David Melka

 

 

Name:

F. David Melka

 

 

Title:

Director

 

 

83



 

NYLIM Flatiron CLO 2003-1 Ltd.

 

By:

New York Life Investment Management LLC,

 

 

as Collateral Manager and Attorney-In-Fact

 

 

 

 

as Lender

 

 

 

 

By:

/s/ F. David Melka

 

 

Name:

F. David Melka

 

 

Title:

Director

 

 

84



 

NYLIM Flatiron CLO 2005-1 Ltd.

 

By:

New York Life Investment Management LLC,

 

 

as Collateral Manager and Attorney-In-Fact

 

 

 

 

as Lender

 

 

 

 

By:

/s/ F. David Melka

 

 

Name:

F. David Melka

 

 

Title:

Director

 

 

85



 

By: Mitsubishi UFJ Trust & Banking Corporation as Trustee

By: Nomura Corporate Research & Asset Management Inc.

Attorney In Fact

 

Nomura Bond & Loan Fund

 

 

as Lender

 

 

 

 

 

 

 

By:

/s/ Richard W. Stewart

 

 

Name:

Richard W. Stewart

 

 

Title:

Managing Director

 

 

86



 

Nomura Corporate Research
and Asset Management Inc.
as
Collateral Manager

 

Clydesdale CLO 2003 Ltd.

 

 

as Lender

 

 

 

 

 

 

 

 

 

By:

/s/ Richard W. Stewart

 

 

Name:

Richard W. Stewart

 

 

Title:

Managing Director

 

 

87



 

Nomura Corporate Research
and Asset Management Inc.
as
Investment Manager

 

Clydesdale CLO 2005, Ltd.

 

 

as Lender

 

 

 

 

 

 

 

 

 

By:

/s/ Richard W. Stewart

 

 

Name:

Richard W. Stewart

 

 

Title:

Managing Director

 

 

88



 

Nomura Corporate Research
and Asset Management Inc.
as
Investment Manager

 

Clydesdale CLO 2007, Ltd.

 

 

as Lender

 

 

 

 

 

 

 

 

 

By:

/s/ Richard W. Stewart

 

 

Name:

Richard W. Stewart

 

 

Title:

Managing Director

 

 

89



 

Nomura Corporate Research
and Asset Management Inc.
as
Investment Manager

 

NCRAM Loan Trust

 

 

as Lender

 

 

 

 

 

 

 

 

 

By:

/s/ Richard W. Stewart

 

 

Name:

Richard W. Stewart

 

 

Title:

Managing Director

 

 

90



 

Nomura Corporate Research
and Asset Management Inc.
as
Investment Manager

 

NCRAM Senior Loan Trust 2005

 

 

as Lender

 

 

 

 

 

 

 

 

 

By:

/s/ Richard W. Stewart

 

 

Name:

Richard W. Stewart

 

 

Title:

Managing Director

 

 

91



 

Addison CDO, Limited

 

 

By: 

Pacific Investment Management Company LLC,
as its Investment Advisor

 

 

 

 

By:

/s/ Arthur Y. D. Ong

 

 

Arthur Y. D. Ong

 

 

Senior Vice President

 

 

92



 

American Scandia Trust High Yield Portfolio

 

 

By: 

Pacific Investment Management Company LLC,
as its Investment Advisor

 

 

 

 

By:

/s/ Arthur Y. D. Ong

 

 

Arthur Y. D. Ong

 

 

Senior Vice President

 

 

93



 

DELANO Company

 

 

By: 

Pacific Investment Management Company LLC,
as its Investment Advisor

 

 

 

 

By:

/s/ Arthur Y. D. Ong

 

 

Arthur Y. D. Ong

 

 

Senior Vice President

 

 

94



 

Fairway Loan Funding Company

 

 

By: 

Pacific Investment Management Company LLC,
as its Investment Advisor

 

 

 

 

By:

/s/ Arthur Y. D. Ong

 

 

Arthur Y. D. Ong

 

 

Senior Vice President

 

 

95



 

Loan Funding III LLC

 

 

By: 

Pacific Investment Management Company LLC,
as its Investment Advisor

 

 

 

 

By:

/s/ Arthur Y. D. Ong

 

 

Arthur Y. D. Ong

 

 

Senior Vice President

 

 

96



 

Mayport CLO Ltd.

 

 

By: 

Pacific Investment Management Company LLC,
as its Investment Advisor

 

 

 

 

By:

/s/ Arthur Y. D. Ong

 

 

Arthur Y. D. Ong

 

 

Senior Vice President

 

 

97



 

Met Investors Series Trust PIMCO Total Return Portfolio

 

 

By: 

Pacific Investment Management Company LLC, as its
Investment Advisor

 

 

 

 

By:

/s/ Arthur Y. D. Ong

 

 

Arthur Y. D. Ong

 

 

Senior Vice President

 

 

98



 

Pacific Select Managed Bond Fund

 

 

By: 

Pacific Investment Management Company LLC,
as its Investment Advisor, acting through Investors
Fiduciary Trust Company in the Nominee Name of IFTCO

 

 

 

 

By:

/s/ Arthur Y. D. Ong

 

 

Arthur Y. D. Ong

 

 

Senior Vice President

 

 

99



 

PVIT High Yield Bond Portfolio

 

 

By: 

Pacific Investment Management Company LLC,
as its Investment Advisor, acting through Investors
Fiduciary Trust Company in the Nominee Name of IFTCO

 

 

 

 

By:

/s/ Arthur Y. D. Ong

 

 

Arthur Y. D. Ong

 

 

Senior Vice President

 

 

100



 

PIMCO GIS High Yield Bond Fund

 

 

By: 

Pacific Investment Management Company LLC,
as its Investment Advisor

 

 

 

 

By:

/s/ Arthur Y. D. Ong

 

 

Arthur Y. D. Ong

 

 

Senior Vice President

 

 

101



 

PIMCO High Yield Fund

 

 

By: 

Pacific Investment Management Company LLC,
as its Investment Advisor for the PMICO High Yield
Fund, acting through Investors Fiduciary Trust
Company in the Nominee Name of IFTCO

 

 

 

 

By:

/s/ Arthur Y. D. Ong

 

 

Arthur Y. D. Ong

 

 

Senior Vice President

 

 

102



 

PIMCO Floating Income Fund

 

 

By: 

Pacific Investment Management Company LLC,
as its Investment Advisor, acting through Investors
Fiduciary Trust Company in the Nominee Name of IFTCO

 

 

 

 

By:

/s/ Arthur Y. D. Ong

 

 

Arthur Y. D. Ong

 

 

Senior Vice President

 

 

103



 

PIMCO Corporate Opportunity Fund

 

 

By: 

Pacific Investment Management Company LLC,
as its Investment Advisor

 

 

 

 

By:

/s/ Arthur Y. D. Ong

 

 

Arthur Y. D. Ong

 

 

Senior Vice President

 

 

104



 

PIMCO Floating Rate Income Fund

 

 

By: 

Pacific Investment Management Company LLC,
as its Investment Advisor, acting through Investors
Fiduciary Trust Company in the Nominee Name of IFTCO

 

 

 

 

By:

/s/ Arthur Y. D. Ong

 

 

Arthur Y. D. Ong

 

 

Senior Vice President

 

 

105



 

PIMCO Floating Rate Strategy Fund

 

 

By: 

Pacific Investment Management Company LLC,
as its Investment Advisor, acting through Investors
Fiduciary Trust Company in the Nominee Name of IFTCO

 

 

 

 

By:

/s/ Arthur Y. D. Ong

 

 

Arthur Y. D. Ong

 

 

Senior Vice President

 

 

106



 

PIMCO Cayman Global High Income Fund

 

 

By: 

Pacific Investment Management Company,
as its Investment Advisor

 

 

 

 

By:

/s/ Arthur Y. D. Ong

 

 

Arthur Y. D. Ong

 

 

Senior Vice President

 

 

107



 

PIMCO Corporate Income Fund

 

 

By: 

Pacific Investment Management Company LLC,
as its Investment Advisor

 

 

 

 

By:

/s/ Arthur Y. D. Ong

 

 

Arthur Y. D. Ong

 

 

Senior Vice President

 

 

108



 

PIMCO Global High Yield Strategy Fund

 

 

By: 

Pacific Investment Management Company LLC,
as its Investment Advisor

 

 

 

 

By:

/s/ Arthur Y. D. Ong

 

 

Arthur Y. D. Ong

 

 

Senior Vice President

 

 

109



 

Southport CLO, Limited

 

 

By: 

Pacific Investment Management Company LLC,
as its Investment Advisor

 

 

 

 

By:

/s/ Arthur Y. D. Ong

 

 

Arthur Y. D. Ong

 

 

Senior Vice President

 

 

110



 

Waveland – INGOTS, LTD.

 

 

By: 

Pacific Investment Management Company LLC,
as its Investment Advisor

 

 

 

 

By:

/s/ Arthur Y. D. Ong

 

 

Arthur Y. D. Ong

 

 

Senior Vice President

 

 

111



 

DRYDEN V-LEVERAGED LOAN CDO 2003
as Lender

 

 

 

 

 

 

Prudential Investment Management, Inc., as Collateral Manager

 

By:

/s/ William Pappas

 

 

Name:

William Pappas

 

 

Title:

Vice President

 

 

112



 

Loan Funding V. LLC

as Lender

 

Prudential Investment Management, Inc., as Portfolio Manager

 

By:

/S/ William Pappas

 

 

Name:

William Pappas

 

 

Title:

Vice President

 

 

113



 

DRYDEN VII - LEVERAGED LOAN CDO 2004

as Lender

 

Prudential Investment Management, Inc., as Collateral Manager

 

By:

/S/ William Pappas

 

 

Name:

William Pappas

 

 

Title:

Vice President

 

 

114



 

Dryden XVI - Leveraged Loan CDO 2006

as Lender

 

Prudential Investment Management, Inc., as Collateral Manager

 

By:

/S/ William Pappas

 

 

Name:

William Pappas

 

 

Title:

Vice President

 

 

115



 

Ameriprise Certificate Company

as Lender

 

 

By:

/S/ Robin C. Stancil

 

 

Name:

Robin C. Stancil

 

 

Title:

Assistant Vice President

 

 

116



 

RiverSource Life Insurance

 

Company

 

as Lender

 

 

 

By:

/S/ Robin C. Stancil

 

 

Name:

Robin C. Stancil

 

 

Title:

Assistant Vice President

 

 

117



 

RiverSource Bond Series, Inc.
RiverSource Floating Rate Fund

 

as Lender

 

 

 

By:

/S/ Robin C. Stancil

 

 

Name:

Robin C. Stancil

 

 

Title:

Assistant Vice President

 

 

118



 

Ameriprise Financial, Inc.

 

as Lender

 

 

 

By:

/S/ Robin C. Stancil

 

 

Name:

Robin C. Stancil

 

 

Title:

Assistant Vice President

 

 

119



 

Centurion CDO VI, Ltd.

 

By: RiverSource Investments,

 

LLC as Collateral Manager

 

as Lender

 

 

 

By:

/S/ Robin C. Stancil

 

 

Name:

Robin C. Stancil

 

 

Title:

Director of Operations

 

 

120



 

Centurion CDO VII, Ltd.

 

By: RiverSource Investments,

 

LLC as Collateral Manager

 

as Lender

 

 

 

By:

/S/ Robin C. Stancil

 

 

Name:

Robin C. Stancil

 

 

Title:

Director of Operations

 

 

121



 

Centurion CDO 8, Limited
By: RiverSource Investments,
LLC as Collateral Manager

 

as Lender

 

 

 

By:

/S/ Robin C. Stancil

 

 

Name:

Robin C. Stancil

 

 

Title:

Director of Operations

 

 

122



 

Centurion CDO 9, Ltd.
By: RiverSource Investments,
LLC as Collateral Manager

 

as Lender

 

 

 

By:

/s/ Robin C. Stancil

 

 

Name:

Robin C. Stancil

 

 

Title:

Director of Operations

 

 

123



 

Cent CDO 10, Ltd.
By: RiverSource Investments,
LLC as Collateral Manager

 

as Lender

 

 

 

By:

/s/ Robin C. Stancil

 

 

Name:

Robin C. Stancil

 

 

Title:

Director of Operations

 

 

124



 

Cent CDO XI, Limited
By: RiverSource Investments,
LLC as Collateral Manager

 

as Lender

 

 

 

By:

/s/ Robin C. Stancil

 

 

Name:

Robin C. Stancil

 

 

Title:

Director of Operations

 

 

125



 

Cent CDO 12 Limited
By: RiverSource Investments,
LLC as Collateral Manager

 

as Lender

 

 

 

By:

/s/ Robin C. Stancil

 

 

Name:

Robin C. Stancil

 

 

Title:

Director of Operations

 

 

126



 

Cent CDO 14 Limited
By: RiverSource Investments,
LLC as Collateral Manager

 

as Lender

 

 

 

By:

/s/ Robin C. Stancil

 

 

Name:

Robin C. Stancil

 

 

Title:

Director of Operations

 

 

127



 

Sequils Centurion V, Ltd.
By RiverSource Investments,
LLC as Collateral Manager

 

as Lender

 

 

 

By:

/s/ Robin C. Stancil

 

 

Name:

Robin C. Stancil

 

 

Title:

Director of Operations

 

 

128



 

Société Générale

 

as Lender

 

 

 

By:

/s/ Yao Wang

 

 

Name:

Yao Wang

 

 

Title:

Vice President

 

 

129



 

Stanfield Amage CLO Ltd.
By: Stanfield Capital Partners, LLC
as its Collateral Manager

 

as Lender

 

 

 

By:

/s/ David Frey

 

 

Name:

David Frey

 

 

Title:

Managing Director

 

 

130



 

Stanfield/RMF Transatlantic CDO Ltd.

By: Stanfield Capital Partners LLC
      as its Collateral Manager

 

as Lender

 

 

 

By:

/s/ David Frey

 

 

Name:

David Frey

 

 

Title:

Managing Director

 

 

131



 

T. Rowe Price

Institutional Floating Rate Fund

as Lender

 

 

 

By:

/s/ Justin Gerbereux

 

 

Name:

Justin Gerbereux

 

 

Title:

Portfolio Manager

 

 

132



 

UBS AG, Stamford Branch

 

 

as Lender

 

 

 

By:

/s/ Douglas Gervolino

 

 

Name:

Douglas Gervolino

 

 

Title:

Director
Banking Products
Services, US

 

 

 

By:

/s/ Leslie Evans

 

 

Name:

Leslie Evans

 

 

Title:

Associate Director
Banking Product
Services, US

 

 

133



 

Union Bank of California, N.A.

 

as Lender

 

 

 

By:

/s/ Susan K. Johnson

 

 

Name:

Susan K. Johnson

 

 

Title:

Vice President

 

 

134



 

ANNEX A