Exhibit 10.1.2
--------------
AMENDMENT NO. 2 AND LIMITED WAIVER
TO
AMENDED AND RESTATED CREDIT AGREEMENT
-------------------------------------
This AMENDMENT NO. 2 AND LIMITED WAIVER TO AMENDED AND RESTATED CREDIT
AGREEMENT, dated as of January 22, 2004 (this "Amendment and Waiver"), is
entered into by and among TEMPUR-PEDIC INTERNATIONAL INC., f/k/a TWI Holdings,
Inc., a Delaware corporation ("Ultimate Holdco"), TEMPUR WORLD, LLC, f/k/a
Tempur World, Inc., a Delaware limited liability company ("Intermediate
Holdco"), TEMPUR WORLD HOLDINGS, LLC, f/k/a Tempur World Holdings, Inc., a
Delaware limited liability company ("Holdco"), TEMPUR WORLD HOLDINGS, S.L., a
company organized under the laws of Spain ("Spanish Holdco"), TEMPUR-PEDIC,
INC., a Kentucky corporation ("TPI"), TEMPUR PRODUCTION USA, INC., a Virginia
corporation ("TPUSA"), TEMPUR WORLD HOLDING COMPANY ApS, a company organized
under the laws of Denmark ("TWHC"), ▇▇▇-FOAM ApS, a company organized under the
laws of Denmark ("DF") (TPI and TPUSA are sometimes collectively referred to
herein as "US Borrowers" and individually as a "US Borrower"; TWHC and DF are
sometimes collectively referred to herein as "European Borrowers" and
individually as a "European Borrower"; and TPI, TPUSA, TWHC and DF are sometimes
collectively referred to as "Borrowers" and individually as a "Borrower"); the
other persons designated as "Credit Parties" on the signature pages hereto; the
Lenders set forth on the signature pages attached hereto; GENERAL ELECTRIC
CAPITAL CORPORATION, a Delaware corporation (in its individual capacity "GE
Capital"), as Administrative Agent, US L/C Issuer and as a Lender; ▇▇▇▇▇▇
COMMERCIAL PAPER INC. (in its individual capacity, "LCPI"), as Syndication Agent
and as a Lender, NORDEA BANK DANMARK A/S (in its individual capacity "Nordea"),
as European Security Agent and as a Lender; GE EUROPEAN LEVERAGED FINANCE
LIMITED, a company incorporated under the laws of England and Wales (in its
individual capacity "GE ELF") as European Loan Agent for the European Lenders;
and HSBC BANK PLC, a company incorporated under the laws of England and Wales
(in its individual capacity "HSBC") as European Funding Agent. Unless otherwise
specified herein, capitalized terms used in this Amendment shall have the
meanings ascribed to them in Annex A to the Credit Agreement.
RECITALS
--------
WHEREAS, Ultimate Holdco, Intermediate Holdco, Holdco, Spanish Holdco,
Borrowers, the Credit Parties, Administrative Agent, LCPI, Nordea, GE ELF, HSBC
and the Lenders have entered into that certain Second Amended and Restated
Credit Agreement, dated as of August 15, 2003, as amended by that certain
Amendment No. 1 and Limited Waiver to Amended and Restated Credit Agreement,
dated as of November 26, 2003 (together, the "Credit Agreement"); and
WHEREAS, Borrowers, the other Credit Parties, Administrative Agent,
and the Requisite Lenders set forth on the signature pages attached hereto
desire to waive certain restrictions and amend certain provisions of the Credit
Agreement as herein set forth.
NOW THEREFORE, in consideration of the foregoing recitals, mutual
agreements contained herein and for good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged, Borrowers, the other Credit
Parties and the Requisite Lenders hereby agree as follows:
SECTION 1. LIMITED WAIVERS AND CONSENTS.
----------------------------
(a) Subject to the satisfaction of the applicable conditions to
effectiveness set forth in Section 3 herein, the Administrative Agent and
Requisite Lenders hereby grant all consents and waivers required under the Loan
Documents to permit the following actions and transactions and waive any Default
or Event of Default that otherwise would occur as a result of such actions and
transactions:
(i) the modification of the organizational documents of ▇▇▇▇▇
System GmbH to reflect its name change to "Tempur Sleep Center GmbH".
(b) The limited waivers and consents set forth in this Section 1 are
effective solely for the purposes set forth herein and shall be limited
precisely as written and shall not be deemed to (x) except as expressly provided
in these limited waivers and consents, be a consent to any amendment, waiver or
modification of any term or condition of the Credit Agreement or of any other
Loan Document or (y) prejudice any right or rights that Administrative Agent or
Lenders may have or may have in the future under or in connection with the
Credit Agreement or any other Loan Document.
SECTION 2. AMENDMENTS.
----------
(a) Section 1.2(a) of the Credit Agreement is hereby amended by
inserting the following new paragraph at the end of the section:
"Except for any reductions in the Applicable Margins and interest
rates applicable to the Loans which may occur pursuant to the foregoing
provisions of this Section 1.5, the Credit Parties hereby agree that they will
not, prior to June 30, 2004, amend this Agreement to reduce the interest rates
(including the Applicable Margins) payable on the Loans."
(b) Section 1.5 of the Credit Agreement is hereby amended by
inserting the following new subsection (f) in alphabetical order:
"(f) The Credit Parties hereby agree that they will not, prior to June
30, 2004, refinance the Loans with the proceeds of any debt financing. Nothing
in this Section 1.5(f) will affect the Credit Parties' obligations or ability to
prepay the Loans as a result of any mandatory prepayment provisions contained in
this Section 1.5 or otherwise contained in this Agreement, other than any such
provisions requiring prepayment as a result of a debt financing by the Credit
Parties.
(c) Section 3.1 of the Credit Agreement is hereby amended by deleting
"." from the end of subsection (s) therein and replacing it with "; and" and is
further amended by inserting the following in alphabetical order:
2
(t) Indebtedness consisting of intercompany loans and advances made
by Ultimate Holdco to Intermediate Holdco and/or by
Intermediate Holdco to Holdco; provided that: (i) Ultimate
Holdco and/or Intermediate Holdco shall record all
intercompany transactions on its books and records in a
manner reasonably satisfactory to Administrative Agent; (ii)
the obligations of each of Intermediate Holdco and/or Holdco
with respect to such intercompany loans and advances shall
be subordinated to the Obligations pursuant to Section 9.23;
and (iii) at the time any such intercompany loan or advance
is made, Ultimate Holdco and/or Intermediate Holdco, as the
case may be, shall be Solvent."
(d) Section 3.21 of the Credit Agreement is hereby amended by
deleting "and" from the end of subsection (vi) therein and replacing it with ","
and is further amended by inserting the following in numerical order:
"and (viii) the making of intercompany loans and advances by Ultimate
Holdco, Intermediate Holdco, and/or Holdco as permitted pursuant to
Sections 3.1(s) and (t)."
SECTION 3. CONDITION TO EFFECTIVENESS; EFFECTIVE DATE.
------------------------------------------
This Amendment and Waiver will be effective only upon the execution
and delivery of this Amendment and Waiver by the Credit Parties, the
Administrative Agent and the Requisite Lenders signatory hereto. This Amendment
and Waiver shall be effective as of December 22, 2003.
SECTION 4. COVENANTS.
---------
Borrowers hereby covenant and agree to execute or file and hereby
authorize the filing of any charges or other agreements against ▇▇▇▇▇ Systems
GmbH in connection with the name change permitted pursuant to Section 1(b)
herein, as European Security Agent may request in order to perfect European
Security Agent's security interest in the Collateral.
SECTION 5. REPRESENTATIONS AND WARRANTIES.
------------------------------
In order to induce the Administrative Agent and the Requisite Lenders
to enter into this Amendment and Waiver, the Borrowers hereby represent and
warrant to the Administrative Agent and each Lender, which representations and
warranties shall survive the execution and delivery of this Amendment and
Waiver, that:
(a) Each representation and warranty contained in the Credit
Agreement and in each Loan Document, after giving effect to this Amendment and
Waiver, is true and correct in all material respects as of the date hereof,
except to the extent that such representation or warranty expressly relates to
an earlier date, in which case, such representation and warranty is true and
correct in all material respects as of such earlier date.
(b) The execution, delivery and performance by the Borrowers of this
Amendment and Waiver has been duly authorized by all necessary corporate action
required on
3
its part and this Amendment and Waiver is the legal, valid and binding
obligation of the Borrowers enforceable against each of the Borrowers in
accordance with its terms, except as its enforceability may be affected by the
effect of bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to or affecting the rights or remedies
of creditors generally.
(c) Neither the execution, delivery and performance of this Amendment
and Waiver by each Credit Party nor the consummation of the transactions
contemplated hereby does or shall contravene, result in a breach of, or violate
(i) any provision of such Credit Party's certificate or articles of
incorporation and bylaws, (ii) any law or regulation, or any order or decree of
any court or government instrumentality, or (iii) any indenture, mortgage, deed
of trust, lease, agreement or other instrument to which such Credit Party or any
of its Subsidiaries is a party or by which such Credit Party or any of its
Subsidiaries or any of their property is bound, except in any such case to the
extent such conflict or breach has been waived by a written waiver document, a
copy of which has been delivered to Administrative Agent on or before the date
hereof.
(d) After giving effect to this Amendment and Waiver, no Event of
Default has occurred and is continuing.
SECTION 6. REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT.
-------------------------------------------------
(a) Except as specifically set forth above, the Credit Agreement and
the other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.
(b) The amendments and limited waivers set forth herein are effective
solely for the purposes set forth herein and shall be limited precisely as
written, and shall not be deemed to (i) be a consent to any amendment, waiver or
modification of any other term or condition of the Credit Agreement or any other
Loan Document, (ii) operate as a waiver or otherwise prejudice any right, power
or remedy that the Agent or the Lenders may now have or may have in the future
under or in connection with the Credit Agreement or any other Loan Document or
(iii) constitute a waiver of any provision of the Credit Agreement or any Loan
Document, except as specifically set forth herein. Upon the effectiveness of
this Amendment and Waiver, each reference in the Credit Agreement to "this
Agreement", "herein", "hereof" and words of like import and each reference in
the Credit Agreement and the Loan Documents to the Credit Agreement shall mean
the Credit Agreement as amended hereby. This Amendment and Waiver shall be
construed in connection with and as part of the Credit Agreement.
SECTION 7. COSTS AND EXPENSES.
------------------
As provided in Section 1.3(e) of the Credit Agreement, Borrowers agree
to reimburse Agent for all fees, costs and expenses, including the reasonable
fees, costs, and expenses of counsel or other advisors for advice, assistance or
other representation in connection with this Amendment and Waiver and reasonable
documentation charges assessed by each Authorized Agent in connection with this
Amendment and Waiver.
4
SECTION 8. GOVERNING LAW.
-------------
BORROWERS AND CREDIT PARTIES HEREBY CONSENT TO THE JURISDICTION OF ANY
STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK COUNTY, STATE OF NEW YORK AND
IRREVOCABLY AGREE THAT, SUBJECT TO ADMINISTRATIVE AGENT'S ELECTION, ALL ACTIONS
OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AMENDMENT AND WAIVER SHALL BE
LITIGATED IN SUCH COURTS. BORROWERS AND CREDIT PARTIES EXPRESSLY SUBMIT AND
CONSENT TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF
FORUM NON CONVENIENS. BORROWERS AND CREDIT PARTIES HEREBY WAIVE PERSONAL SERVICE
OF ANY AND ALL PROCESS AND AGREE THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE
UPON BORROWERS AND CREDIT PARTIES BY CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED, ADDRESSED TO APPROPRIATE BORROWER REPRESENTATIVE, AT THE
ADDRESS SET FORTH IN THIS AMENDMENT AND WAIVER AND SERVICE SO MADE SHALL BE
COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED. IN ANY LITIGATION, TRIAL,
ARBITRATION OR OTHER DISPUTE RESOLUTION PROCEEDING RELATING TO THIS AMENDMENT
AND WAIVER OR ANY OF THE OTHER LOAN DOCUMENTS, ALL DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS OF BORROWERS, CREDIT PARTIES OR ANY OF THEIR AFFILIATES
SHALL BE DEEMED TO BE EMPLOYEES OR MANAGING AGENTS OF BORROWERS OR SUCH CREDIT
PARTIES FOR PURPOSES OF ALL APPLICABLE LAW OR COURT RULES REGARDING THE
PRODUCTION OF WITNESSES BY NOTICE FOR TESTIMONY (WHETHER IN A DEPOSITION, AT
TRIAL OR OTHERWISE). BORROWERS AND CREDIT PARTIES AGREE THAT ANY AGENT'S OR ANY
LENDER'S COUNSEL IN ANY SUCH DISPUTE RESOLUTION PROCEEDING MAY EXAMINE ANY OF
THESE INDIVIDUALS AS IF UNDER CROSS- EXAMINATION AND THAT ANY DISCOVERY
DEPOSITION OF ANY OF THEM MAY BE USED IN THAT PROCEEDING AS IF IT WERE AN
EVIDENCE DEPOSITION. BORROWERS AND CREDIT PARTIES IN ANY EVENT WILL USE ALL
COMMERCIALLY REASONABLE EFFORTS TO PRODUCE IN ANY SUCH DISPUTE RESOLUTION
PROCEEDING, AT THE TIME AND IN THE MANNER REQUESTED BY ANY AGENT OR ANY LENDER,
ALL PERSONS, DOCUMENTS (WHETHER IN TANGIBLE, ELECTRONIC OR OTHER FORM) OR OTHER
THINGS UNDER THEIR CONTROL AND RELATING TO THE DISPUTE. TO THE EXTENT THAT ANY
BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY (SOVEREIGN OR OTHERWISE) FROM
ANY LEGAL ACTION, SUIT OR PROCEEDING FROM JURISDICTION OF ANY COURT OR FROM
SET-OFF OR ANY LEGAL PROCESS (WHETHER SERVICE OR NOTICE, ATTACHMENT PRIOR TO
JUDGMENT, ATTACHMENT IN AID OR EXECUTION OF JUDGMENT, EXECUTION OF JUDGMENT OR
OTHERWISE) WITH RESPECT TO ITSELF OR ANY OF ITS PROPERTY, SUCH BORROWER HEREBY
IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM SUCH IMMUNITY IN RESPECT OF
ITS OBLIGATIONS UNDER THIS AMENDMENT AND WAIVER.
5
SECTION 9. HEADINGS.
--------
Section headings in this Amendment and Waiver are included herein for
convenience of reference only and shall not constitute a part of this amendment
for any other purposes.
SECTION 10. COUNTERPARTS.
------------
This Amendment and Waiver may be executed in any number of
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one and the same instrument.
SECTION 11. CONFIDENTIALITY.
---------------
The matters set forth herein are subject to Section 9.13 of the Credit
Agreement, which is incorporated herein by reference.
[signature pages follow]
6
IN WITNESS WHEREOF, this Limited Waiver and Consent has been duly
executed as of the date first written above.
Borrowers: TEMPUR-PEDIC, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: CFO
TEMPUR PRODUCTION USA, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: CFO
TEMPUR WORLD HOLDING COMPANY ApS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Director
▇▇▇-FOAM ApS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Director
Credit Parties: TEMPUR-PEDIC INTERNATIONAL INC.,
f/ka TWI Holdings, Inc.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: CFO
TEMPUR WORLD, LLC,
f/k/a Tempur World, Inc.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: CFO
TEMPUR WORLD HOLDINGS, LLC,
f/k/a Tempur World Holdings, Inc.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: CFO
TEMPUR WORLD HOLDINGS, S.L.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Director
Administrative Agent: GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent
and as a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------
Its Duly Authorized Signatory
Syndication Agent: ▇▇▇▇▇▇ COMMERCIAL PAPER INC.,
as Syndication Agent and as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------
Its Duly Authorized Signatory
European Security Agent: NORDEA BANK DANMARK A/S,
as European Security Agent and as a
Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Title: Head of Corporate
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: V.P.
European Loan Agent: GE EUROPEAN LEVERAGED FINANCE LIMITED,
as European Loan Agent and as a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
European Funding Agent: HSBC BANK PLC, as European Funding Agent
By:
-------------------------------------
Name:
Title:
Lenders:
GE LEVERAGED LOANS LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
On behalf of ING CAPITAL MANAGEMENT, LTD.
as collateral manager for
COPERNICUS EURO CDO-I B.V.
By: /s/ ▇▇▇▇▇▇ GUELOVANI
-------------------------------------
Name: ▇▇▇▇▇▇ Guelovani
Title: Vice President
ON BEHALF OF ING CAPITAL MANAGEMENT LTD
AS INVESTMENT ADVISOR TO:
COPERNICUS EURO CDO-II B.V.
By: /s/ ▇▇▇▇▇▇ GUELOVANI
-------------------------------------
Name: H. Guelovani
Title: Vice President
FIFTH THIRD BANK, KENTUCKY, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
INVESCO EUROPEAN CDO I S.A.
By:
-------------------------------------
Name:
Title:
ANTARES CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
NEW ALLIANCE GLOBAL CDO, LIMITED
By: Alliance Capital Management, L.P.
as Sub-advisor
By: Alliance Capital Management
Corporation, as General Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
PINEHURST TRADING, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
LANDMARK III CDO LIMITED
By: Aladdin Capital Management LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Title: Director - Research
LASALLE BANK NATIONAL ASSOCIATION, AS
CUSTODIAN
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: First Vice President
ARES V CLO LTD.
By: Ares CLO Management V, L.P.,
Its: Investment Manager
By: Ares CLO GP V, LLC
Its: Managing Member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
ARES VII CLO LTD.
By: Ares CLO Management VII, L.P.,
Its: Investment Manager
By: Ares CLO GP VII, LLC
` Its: General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
VENTURE CDO 2002, LIMITED
By its investment advisor, MJX Asset
Management, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
VENTURE II CDO 2002, LIMITED
By its investment advisor, MJX Asset
Management, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
MAGNETITE V CLO, LIMITED
By:
-------------------------------------
Name:
Title:
BLACKROCK LIMITED DURATION INCOME TRUST
By:
-------------------------------------
Name:
Title:
UNION SQUARE CDO LTD.
By:
-------------------------------------
Name:
Title:
LONG LANE MASTER TRUST II
By:
------------------------------------------
Name:
Title:
CSAM FUNDING III
By:
------------------------------------------
Name:
Title:
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO I, LTD., or an affiliate
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO II, LTD., or an affiliate
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO III, LTD., or an affiliate
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
SIMSBURY CLO, LIMITED
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc. under
delegated authority from Massachusetts
Mutual Life Insurance Company as
Collateral Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, CFA
Title: Managing Director
MAPLEWOOD (CAYMAN) LIMITED
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc. under
delegated authority from Massachusetts
Mutual Life Insurance Company as
Investment Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, CFA
Title: Managing Director
ELC (CAYMAN) LTD. CDO SERIES 1999-I
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc.
as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, CFA
Title: Managing Director
ELC (CAYMAN) LTD. 1999-III
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc.
as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, CFA
Title: Managing Director
ELC (CAYMAN) LTD. 2000-I
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc.
as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, CFA
Title: Managing Director
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
by: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc.,
as Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, CFA
Title: managing director
▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇ FOUNDATION
by: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc.,
as Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, CFA
Title: Managing Director
SUFFIELD CLO, LIMITED
by: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc.,
as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, CFA
Title: Managing Director
▇▇▇▇▇ CLO LTD. 2000-I
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc.,
as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, CFA
Title: Managing Director
▇▇▇▇▇▇▇ & CO
By:
-------------------------------------
Name:
Title:
▇▇▇▇▇ ▇▇▇▇▇ INSTITUTIONAL SENIOR LOAN
FUND
By:
-------------------------------------
Name:
Title:
COSTANTINUS ▇▇▇▇▇ ▇▇▇▇▇ CDO V, LTD.
By:
-------------------------------------
Name:
Title:
▇▇▇▇▇ ▇▇▇▇▇ CDO VI, LTD.
By:
-------------------------------------
Name:
Title:
TOLLI & CO.
By:
-------------------------------------
Name:
Title:
▇▇▇▇▇ ▇▇▇▇▇ LIMITED DURATION INCOME FUND
By:
-------------------------------------
Name:
Title:
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST
By:
-------------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By:
-------------------------------------
Name:
Title:
FIDELITY ADVISOR SERIES II: FIDELITY
ADVISORY FLOATING RATE HIGH INCOME FUND
(161)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Treasurer
FRANKLIN CLO IV, LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Vice President
FRANKLIN FLOATING RATE MASTER SERIES
By: /s/ ▇▇▇▇▇ ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Assistant Vice President
FRANKLIN FLOATING RATE DAILY ACCESS FUND
By: /s/ ▇▇▇▇▇ ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Asst. Vice President
GOLDENTREE LOAN OPPORTUNITIES I, LIMITED
By:
-------------------------------------
Name:
Title:
1888 FUND, Ltd.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Fund Controller
GULF STREAM - COMPASS CLO 2002-I, LTD.
By: Gulf Stream Asset Management, LLC,
as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇. LOVE
-------------------------------------
Name: ▇▇▇▇▇ ▇. Love
Title: Chief Credit Officer
GULF STREAM - COMPASS CLO 2003-I, LTD.
By: Gulf Stream Asset Management, LLC,
as Collateral Manager
By: /s/ ▇▇▇▇▇ ▇. LOVE
-------------------------------------
Name: ▇▇▇▇▇ ▇. Love
Title: Chief Credit Officer
PACIFICA CDO II, LTD.
By:
-------------------------------------
Name:
Title:
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC,
as Investment Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
ORYX CLO, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
SEQUILS-ING I (HBDGM), Ltd.
By: ING Capital Advisors LLC
as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
ENDURANCE CLO I, LTD.
By: ING Capital Advisors LLC
as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
BALANCED HIGH YIELD FUND II, LTD.
By: ING Capital Advisors LLC
as Asset Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
AERIES II FINANCE LTD.
By:
-------------------------------------
Name:
Title:
AMARA I FINANCE, LTD.
By:
-------------------------------------
Name:
Title:
AMARA 2 FINANCE, LTD.
By:
-------------------------------------
Name:
Title:
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management,
Inc. as Portfolio Advisor
By: /s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Title: Authorized Signatory
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management,
Inc. as Portfolio Advisor
By: /s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Title: Authorized Signatory
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIO-I, LTD.
By:
-------------------------------------
Name:
Title:
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management,
Inc. as Investment Advisor
By: /s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Title: Authorized Signatory
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management,
Inc. as Investment Adviser
By: /s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Title: Authorized Signatory
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management,
Inc. as Sub-Adviser
By: /s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Title: Authorized Signatory
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management,
Inc. as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Title: Authorized Signatory
SAGAMORE CLO LTD.
By: INVESCO Senior Secured Management,
Inc. as Collateral Manager
By: /s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Title: Authorized Signatory
SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management,
Inc. as Asset Manager
By: /s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Title: Authorized Signatory
LONGHORN CDO (CAYMAN) LTD.
By:
-------------------------------------
Name:
Title:
LONGHORN CDO II, LTD.
By:
-------------------------------------
Name:
Title:
LONGHORN CDO III, LTD.
By:
-------------------------------------
Name:
Title:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PRIME INCOME TRUST
By:
-------------------------------------
Name:
Title:
NOMURA BOND AND LOAN FUND
By:
-------------------------------------
Name:
Title:
CLYDESDALE CLO 2001-1, LTD.
By:
-------------------------------------
Name:
Title:
CLYDESDALE CLO 2003 LTD.
By:
-------------------------------------
Name:
Title:
PPM SPYGLASS FUNDING TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Agent
PPM SHADOW CREEK FUNDING LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
▇▇▇▇▇▇▇▇▇ CARRERA CLO, LTD.
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Partner
▇▇▇▇▇▇▇▇▇ QUATTRO CLO, LTD.
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Partner
▇▇▇▇▇▇▇▇▇ ARBITRAGE CDO, LTD.
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Partner
CITIGROUP INVESTMENT CORPORATE LOAN
FUND, INC.
By:
-------------------------------------
Name:
Title:
COLUMBUS LOAN FUNDING LTD.
By:
-------------------------------------
Name:
Title: