AMENDMENT AND RESTATEMENT AGREEMENT dated as of February 19, 2013 (this “Agreement”), to the Amended and Restated Credit Agreement dated as of March 30, 2007 (as amended and restated as of February 28, 2012, and as further amended as of February 28,...
Exhibit 10.2
EXECUTION VERSION
AMENDMENT AND RESTATEMENT AGREEMENT dated as of February 19, 2013 (this “Agreement”), to the Amended and Restated Credit Agreement dated as of March 30, 2007 (as amended and restated as of February 28, 2012, and as further amended as of February 28, 2012, March 2, 2012, May 9, 2012, June 11, 2012, and August 15, 2012, the “Original Credit Agreement”), among Sabre Inc., a Delaware corporation (the “Borrower”), Sabre Holdings Corporation, a Delaware corporation (“Holdings”), each of the other Loan Parties, the Lenders party hereto, Deutsche Bank AG New York Branch, as administrative agent (the “Original Administrative Agent”), Swing Line Lender and L/C Issuer (as such terms are defined in Section 1) and Bank of America, N.A., as Successor Administrative Agent, Swing Line Lender and L/C Issuer, as Fronting Term B Lender and Fronting Term C Lender.
WHEREAS, pursuant to the Original Credit Agreement, the Existing Lenders have extended credit to the Borrower;
WHEREAS, the parties to this Agreement have agreed to enter into this Agreement in order to amend and restate the terms of the Original Credit Agreement and the Loan Documents referred to therein in the manner set out below.
WHEREAS, the Original Administrative Agent intends to resign its appointment as administrative agent under the Original Credit Agreement in the manner set out below.
WHEREAS, the Existing Lenders intend to appoint Bank of America, N.A. as the successor Administrative Agent (the “Successor Administrative Agent”) under the Restated Credit Agreement and the Loan Documents referred to therein in the manner set out below.
WHEREAS, this Agreement is entered into by the Original Administrative Agent on behalf of itself and the Required Lenders pursuant to Section 11.01 of the Original Credit Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Restated Credit Agreement referred to below.
In addition, the following terms shall have the meanings set forth below:
“Consenting Lender” means each Existing Lender that has executed a signature page hereto either as Converting Lender or a Consenting Non-Converting Lender (as defined on the signature pages hereto).
“Converting 2007 Term Loan Lender” means each Existing Lender holding Existing 2007 Term Loans immediately prior to the Amendment Effective Date which makes available an Initial Scheduled Term B Loan Commitment.
“Converting 2012 Incremental Term Loan Lender” means each Existing Lender holding Existing 2012 Incremental Term Loans immediately prior to the Amendment Effective Date which makes available an Initial Scheduled Term B Loan Commitment.
“Converting February 2012 Term Loan Lender” means each Existing Lender holding Existing February 2012 Term Loans immediately prior to the Amendment Effective Date which makes available an Initial Scheduled Term B Loan Commitment.
“Converting May 2012 Term Loan Lender” means each Existing Lender holding Existing May 2012 Term Loans immediately prior to the Amendment Effective Date which makes available an Initial Scheduled Term B Loan Commitment.
“Converting Lenders” means a Converting 2007 Term Loan Lender, a Converting February 2012 Term Loan Lender, a Converting May 2012 Term Loan Lender and/or a Converting 2012 Incremental Term Loan Lender, as the context may require.
“Existing 2007 Term Loans” means the Term Loans (as defined in the Original Credit Agreement) made by Lenders under the Original Credit Agreement on March 30, 2007.
“Existing 2007 Term Loan Conversion” has the meaning set forth in Section 3(b)(i).
“Existing 2012 Incremental Term Loans” means the Incremental Term Loans (as defined in the Original Credit Agreement) made pursuant to the Incremental Amendment (as defined in the Original Credit Agreement) dated August 15, 2012.
“Existing 2012 Incremental Term Loan Conversion” has the meaning set forth in Section 3(b)(ii).
“Existing February 2012 Term Loans” means the Term Loans (as defined in the Original Credit Agreement) made pursuant to the First Term Loan Extension Amendment dated February 28, 2012.
“Existing February 2012 Term Loan Conversion” has the meaning set forth in Section 3(b)(iii).
“Existing Lender” means an existing Lender under the Original Credit Agreement immediately prior to giving effect to this agreement.
“Existing May 2012 Term Loans” means the Term Loans (as defined in the Original Credit Agreement) made pursuant to the Second Term Loan Extension Amendment dated May 9, 2012.
“Existing May 2012 Term Loan Conversion” has the meaning set forth in Section 3(b)(iv).
“Existing Required Lenders” means the “Required Lenders” as that term is defined under the Original Credit Agreement (but immediately prior to giving effect to this Agreement);
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“Existing Revolving Facilities” means the Revolving Credit Facilities under the Original Credit Agreement on the Amendment Effective Date (but immediately prior to giving effect to this agreement).
“Existing Revolving Facility Commitments” means the Revolving Credit Commitments under the Original Credit Agreement on the Amendment Effective Date (but immediately prior to giving effect to this agreement).
“Existing Revolving Facility Lender” means each Existing Lender with Existing Revolving Facility Commitments under the Original Credit Agreement on the Amendment Effective Date (but immediately prior to giving effect to this Agreement).
“Existing Revolving Facility Loans” means the Revolving Credit Loans outstanding under the Original Credit Agreement on the Amendment Effective Date (but immediately prior to giving effect to this Agreement).
“Existing Term Loans” means the Existing 2007 Term Loans, Existing 2012 Incremental Term Loans, Existing February 2012 Term Loans and Existing May 2012 Term Loans, as the context may require.
“Fronting Term B Lender” means Bank of America, N.A. in its capacity as initial lender of Term B Loans under the Restated Credit Agreement.
“Fronting Term C Lender” means Bank of America, N.A. in its capacity as initial lender of Term C Loans under the Restated Credit Agreement
“Initial Term Facility Lenders” means the Converting Lenders, the Fronting Term B Lender and the Fronting Term C Lender.
“Initial Scheduled Term B Loan Commitments” has the meaning set forth in Section 3(a).
“Initial Term Loan B Commitment Schedule” has the meaning set forth in Section 3(a).
“New Revolving Facility Commitment” means, in relation to a New Revolving Facility Lender, the amount set opposite its name under the heading “Revolving Credit Commitment” in Schedule 2.01A to the Restated Credit Agreement. On the Amendment Effective Date, the aggregate amount of the New Revolving Facility Commitments is $352,000,000.
“New Revolving Facility Lenders” means Bank of America, N.A., Barclays Bank PLC, Deutsche Bank AG New York Branch, Xxxxxxx Xxxxx Bank USA, Mizuho Corporate Bank, Ltd., Xxxxxx Xxxxxxx Bank, N.A., Xxxxxx Xxxxxxx Senior Funding, Inc. and Natixis, New York Branch.
“New Term B Loans” has the meaning set forth in Section 3(d).
“Non-Converting Lenders” means each Existing Lender other than Converting Lenders.
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“Term Loan Conversion” has the meaning set forth in Section 3(b)(iv).
SECTION 2. Amendment and Restatement of the Original Credit Agreement. Effective on the Amendment Effective Date (as defined below), (a) the Original Credit Agreement is hereby amended and restated in the form of the Amended and Restated Credit Agreement set forth as Annex A hereto (the Original Credit Agreement, as so amended and restated, being referred to herein as the “Restated Credit Agreement”), and (b) each Exhibit and Schedule to the Original Credit Agreement is hereby replaced in its entirety with the corresponding Exhibits and Schedules attached to the Restated Credit Agreement. From and after the effectiveness of such amendment and restatement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as used in the Restated Credit Agreement, shall, unless the context otherwise requires, refer to the Restated Credit Agreement, and the term “Credit Agreement”, as used in the other Loan Documents, shall mean the Restated Credit Agreement, as may be further amended, supplemented or otherwise modified from time to time. For the avoidance of doubt, any references to “the date hereof” in the Restated Credit Agreement shall refer to February 19, 2013.
SECTION 3. Term B Loans. (a) The Successor Administrative Agent has prepared a schedule (the “Initial Term Loan B Commitment Schedule”) which sets forth the allocated commitments in respect of the Term B Loans (the “Initial Scheduled Term B Loan Commitments”) received by it from the Initial Term B Facility Lenders on the Amendment Effective Date. The Successor Administrative Agent has notified each Converting Lender and each Initial Term B Facility Lender of its allocated Initial Scheduled Term B Loan Commitment, and each of the Fronting Term B Lender and the Converting Lenders has provided its consent to the terms set forth in this agreement to each of the Original Administrative Agent and the Successor Administrative Agent.
(b) Upon the occurrence of the Amendment Effective Date:
(i) the outstanding aggregate principal amount of each Converting 2007 Term Loan Lender’s outstanding Existing 2007 Term Loans shall automatically be converted into Term B Loans in a partial satisfaction of such Converting 2007 Term Loan Lender’s Initial Scheduled Term B Loan Commitment (the “Existing 2007 Term Loan Conversion”);
(ii) the outstanding aggregate principal amount of each Converting 2012 Incremental Term Loan Lender’s outstanding Existing 2012 Incremental Term Loans shall automatically be converted into Term B Loans in a partial satisfaction of such Converting 2012 Incremental Term Loan Lender’s Initial Scheduled Term B Loan Commitment (the “Existing 2012 Incremental Term Loan Conversion”);
(iii) the outstanding aggregate principal amount of each Converting February 2012 Term Loan Lender’s outstanding Existing February 2012 Term Loans shall automatically be converted into Term B Loans in a partial satisfaction of such Converting 2012 Incremental Term Loan Lender’s Initial Scheduled Term B Loan Commitment (the “Existing February 2012 Term Loan Conversion”); and
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(iv) the outstanding aggregate principal amount of each Converting May 2012 Term Loan Lender’s outstanding Existing May 2012 Term Loans shall automatically be converted into Term B Loans in a partial satisfaction of such Converting 2012 Incremental Term Loan Lender’s Initial Scheduled Term B Loan Commitment (the “Existing May 2012 Term Loan Conversion” and, together with the Existing 2007 Term Loan Conversion, the Existing 2012 Incremental Term Loan Conversion and the Existing May 2012 Term Loan Conversion, the “Term Loan Conversion”);
(c) each Converting Lender shall be deemed to have “made available” its Term B Loans to the Borrower on the Amendment Effective Date by way of the Term Loan Conversion for the purposes of Section 2.01(a) of the Restated Credit Agreement;
(d) the Fronting Term B Lender shall make new loans (the “New Term B Loans”) to the Borrower on the Amendment Effective Date in the aggregate principal amount equal to the Initial Scheduled Term B Loan Commitment of the Fronting Term B Lender, which shall constitute the making available of a Term B Loan for the purposes of Section 2.01(a) of the Restated Credit Agreement;
(e) the proceeds of the New Term B Loans shall be used by the Borrower, inter alia, to repay in full in cash (i) the aggregate principal amount of the Existing 2007 Term Loans, (ii) the aggregate principal amount of the Existing 2012 Incremental Term Loans, (iii) the aggregate principal amount of the Existing February 2012 Term Loans and (iv) the aggregate principal amount of the Existing May 2012 Term Loans, in each case outstanding on the Amendment Effective Date immediately prior to giving effect to this Agreement, that are not subject to the Term Loan Conversion;
(f) For the purposes of clause (d) above, proceeds of the New Term B Loans shall be paid by the Fronting Term B Lender to the Original Administrative Agent who, upon receipt thereof shall repay the Existing Term Loans outstanding on the Amendment Effective Date, immediately prior to giving effect to this Agreement, as directed by the Successor Administrative Agent.
(g) On the Amendment Effective Date, the Borrower shall pay in cash: (i) all interest and fees accrued in relation to the Existing Term Loans to (but excluding) the Amendment Effective Date, whether or not otherwise due and payable under the Original Credit Agreement (including accrued and unpaid interest on all Existing Term Loans subject to the Term Loan Conversion) and (ii) to each Converting Lender and each Non-Converting Lender, all costs due pursuant to Section 3.05 of the Original Credit Agreement.
SECTION 4. Term C Loans.
(a) The Fronting Term C Lender shall make available a new term loan facility to the Borrower on the Amendment Effective Date in the aggregate amount equal to $425,000,000, which shall constitute the making available of the Term C Loans for the purposes of Section 2.01(a) of the Restated Credit Agreement.
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(b) The proceeds of the Term C Loans shall be used by the Borrower, together with the proceeds of the New Term B Loans, to, inter alia, repay in full in cash (i) the aggregate principal amount of the Existing 2007 Term Loans, (ii) the aggregate principal amount of the Existing 2012 Incremental Term Loans, (iii) the aggregate principal amount of the Existing February 2012 Term Loans and (iv) the aggregate principal amount of the Existing May 2012 Term Loans, in each case outstanding on the Amendment Effective Date immediately prior to giving effect to this Agreement, that are not subject to the Term Loan Conversion.
(c) For the purposes of clause (b) above, proceeds of the Term C Loans shall be paid by the Fronting Term C Lender to the Original Administrative Agent who, upon receipt thereof shall repay the Existing Term Loans outstanding on the Amendment Effective Date immediately prior to giving effect to this Agreement, that are not subject to the Term Loan Conversion as directed by the Successor Administrative Agent.
SECTION 5. Revolving Commitments.
(a) On the Amendment Effective Date, the aggregate amount of the Existing Revolving Facility Commitments of the Existing Revolving Facility Lenders under the Original Credit Agreement shall be cancelled and the Borrower shall repay in full in cash the principal of all Existing Revolving Facility Loans outstanding on the Amendment Effective Date.
(b) Each of the parties hereto acknowledges and agrees that as of the Amendment Effective Date each of the Letters of Credit (as defined under the Original Credit Agreement) outstanding under the Original Credit Agreement shall be deemed to be issued under the Restated Credit Agreement as provided in Section 2.03(l) of the Restated Credit Agreement.
(c) Each New Revolving Facility Lender shall make available a new revolving facility commitment to the Borrower on the Amendment Effective Date in the aggregate amount equal to each such New Revolving Facility Lender’s New Revolving Facility Commitment, which shall constitute the making available of the Revolving Credit Facility for the purposes of Section 2.01(b) of the Restated Credit Agreement.
(d) On the Amendment Effective Date, the Borrower shall pay in cash: (i) all interest and fees accrued in relation to the Existing Revolving Facilities to (but excluding) the Amendment Effective Date, whether or not otherwise due and payable under the Original Credit Agreement and (ii) all costs due to the Existing Revolving Facility Lenders pursuant to Section 3.05 of the Original Credit Agreement.
SECTION 6. Resignation and Appointment of Administrative Agent.
(a) Resignation of Original Administrative Agent: The Original Administrative Agent hereby notifies the Existing Lenders and the Borrower (for itself and on behalf of the other Loan Parties) of its resignation from its appointment as Administrative Agent under the Loan Documents, pursuant to Section 10.09 of the Original Credit Agreement, such resignation to be effective on the Amendment Effective Date (concurrently with the appointment of the Successor Administrative Agent under Section 5(b) below and the repayment of Existing Term Loans and Existing Revolving Facility Loans as provided in Section 3 and Section 5 above, respectively, and the payment of all other amounts contemplated by Section 3(g) and Section 5(d). By virtue of the Original Administrative Agent’s execution of this Agreement on its behalf, each Existing Lender accepts the resignation of the Original Administrative Agent under the Loan Documents on the terms set forth in this Agreement.
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(b) Appointment of Successor Administrative Agent; The Original Administrative Agent, at the direction of the Existing Lenders constituting the Existing Required Lenders, hereby appoints the Successor Administrative Agent as Administrative Agent for the purpose of the Loan Documents pursuant to Section 10.09 of the Original Credit Agreement, such appointment to be effective on the Amendment Effective Date (concurrently with the repayment of Existing Term Loans and Existing Revolving Facility Loans as provided in Section 3 and Section 4 hereof, respectively, and the payment of all other amounts contemplated by Section 3(g) and Section 4(d), and the Borrower (on behalf of itself and each of the other Loan Parties) hereby acknowledges and agrees to such appointment. The Successor Administrative Agent hereby accepts such appointment and confirms and agrees that in its capacity as Administrative Agent it shall act, following the retirement of the Original Administrative Agent hereunder, as successor to the Original Administrative Agent as Administrative Agent with respect to the Restated Credit Agreement and other Loan Documents and that it shall have the same rights and obligations thereunder as it would have had if it had been an original party thereto as the Administrative Agent thereunder.
(c) Liabilities of Original Administrative Agent and Successor Administrative Agent; Each of the parties hereto acknowledges and agrees that:
| (i) | the Successor Administrative Agent shall not incur any liability to any Person by reason of its appointment hereunder as Administrative Agent for any loss suffered by any person prior to the effectiveness of its appointment on the Amendment Effective Date; and |
| (ii) | the Original Administrative Agent shall not incur any liability to any Person by reason of its previous appointment as Administrative Agent for any loss suffered by any Person following the effectiveness of the Successor Administrative Agent’s appointment on the Amendment Effective Date. |
In addition, and notwithstanding anything to the contrary contained in the Original Credit Agreement, the Restated Credit Agreement and the other Loan Documents, the parties hereto acknowledge and agree that:
(i) the Successor Administrative Agent shall not be liable for:
(A) any actions taken or omitted to be taken by the Original Administrative Agent:
(I) while it was the Administrative Agent; or
(II) pursuant to this Agreement (unless such liability was caused by the gross negligence or willful misconduct of the Successor Administrative Agent in delivering any payment directions to the Original Administrative Agent on the Amendment Effective Date as contemplated by Section 3(f) hereof); or
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(B) any actions taken or omitted to be taken, or any determinations made, by the Successor Administrative Agent based upon the information provided by the Original Administrative Agent with respect to any period ending prior to the effectiveness of the Successor Administrative Agent’s appointment on the Effective Date; and
(ii) the Original Administrative Agent shall not be liable for any actions taken or omitted to be taken, or any determinations made, by the Original Administrative Agent based upon the directions provided by the Successor Administrative Agent as described in Section 3(f) or any other directions pursuant to the terms of this Agreement.
(d) Discharge and Existing Indemnity. Upon the appointment of the Successor Administrative Agent, the Original Administrative Agent shall be discharged from any obligations and liabilities (except to the extent arising from actions taken or omitted to be taken prior to the effectiveness of its resignation on the Amendment Effective Date and then only if directly caused by its gross negligence or wilful misconduct) under or in respect of the Loan Documents and the Original Administrative Agent shall remain entitled to the benefit of Section 10.07, Section 11.04 and Section 11.05 of the Credit Agreement in respect of any actions taken or omitted to be taken while the Original Administrative Agent acted as Administrative Agent under the Loan Documents up to and including the Amendment Effective Date or which arise as a result of the matters contemplated by this Agreement, including in relation to any action taken or not taken by the Original Administrative Agent in connection with entering into and performing any obligations under this Agreement.
(e) Further Assurances of Original Administrative Agent. The Original Administrative Agent agrees that, on or following the Amendment Effective Date, it shall promptly furnish, at the Borrower’s and the Loan Parties’ expense, additional releases, termination statements and such other documents, instruments and agreements as are customary and may be reasonably requested by the Successor Administrative Agent in order to effect and evidence more fully the matters covered hereby.
SECTION 7. Representations and Warranties. To induce the other parties hereto to enter into this Agreement, each Loan Party represents and warrants to each of the Lenders, the Original Administrative Agent and the Successor Administrative Agent that:
(a) the execution, delivery and performance by each Loan Party of this Agreement has been duly authorized by all necessary corporate, limited liability company and/or partnership action, as applicable, of such Loan Party;
(b) this Agreement has been duly executed and delivered by such Loan Party;
(c) each of this Agreement, the Restated Credit Agreement and each other Loan Document to which each Loan Party is a party, constitutes a legal, valid and binding obligation of such Loan Party, enforceable against it in accordance with its terms, subject to Debtor Relief Laws and to general principles of equity;
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(d) the execution, delivery and performance by each Loan Party of this Agreement and the performance of its obligations under the Restated Credit Agreement are within such Loan Party’s corporate or other powers and do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of, any Lien under (other than as permitted by Section 7.01 of the Restated Credit Agreement), or require any payment to be made under (x) (A) any material indenture, mortgage, deed of trust or loan agreement (including the Existing Notes Indenture) or (B) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii) or (iii) above, to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect; and
(e) immediately before and after giving effect to this Agreement and the transactions contemplated hereby (i) the representations and warranties set forth in Article V of the Restated Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material respects as of such earlier date; provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates, and (ii) no Default or Event of Default shall have occurred and be continuing as of the Amendment Effective Date, after giving effect to this Agreement and the transactions contemplated hereby.
SECTION 8. Effectiveness. This Agreement shall become effective as of the date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:
(a) the Successor Administrative Agent (or its counsel) shall have received counterparts of this Agreement that, when taken together, bear the signatures of (i) Holdings, (ii) the Borrower, (iii) each other Guarantor, (iv) the Existing Required Lenders, (v) the Swing Line Lender, (vi) each L/C Issuer, (vii) each Consenting Lender, (viii) the Fronting Term B Lender, (ix) the Fronting Term C Lender and (x) each New Revolving Lender; and
(b) each of the conditions set forth in Sections 4.01 and 4.02 of the Restated Credit Agreement shall have been satisfied or waived.
The Successor Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.
SECTION 9. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopy or other electronic image scan transmission of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement. The Successor Administrative Agent may also require that any such documents and signatures delivered by telecopy or other electronic image scan transmission
be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopy or other electronic image scan transmission.
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SECTION 10. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 11. Jurisdiction. ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, HOLDINGS, EACH OTHER GUARANTOR, THE ORIGINAL ADMINISTRATIVE AGENT, THE SUCCESSOR ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND AGREES NOT TO COMMENCE ANY SUCH LEGAL ACTION OR PROCEEDING IN ANY OTHER JURISDICTION, TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE BORROWER, HOLDINGS, EACH OTHER GUARANTOR, THE ORIGINAL ADMINISTRATIVE AGENT AND THE SUCCESSOR ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR OTHER DOCUMENT RELATED THERETO.
SECTION 12. Headings. The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
SECTION 13. No Novation. Neither this Agreement nor the effectiveness of the Restated Credit Agreement shall discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Amendment Effective Date in favor of the Original Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the Original Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby (including by the Restated Credit Agreement) or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Original Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations and liabilities thereunder except as provided herein, and such obligations are in all respects continuing with only the terms
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being modified as provided in this Agreement and in the Restated Credit Agreement. The Original Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby (including by the Restated Credit Agreement). This Agreement shall constitute a Loan Document for all purposes of the Original Credit Agreement and the Restated Credit Agreement. Each Guarantor further agrees that nothing in the Restated Credit Agreement, this Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the Restated Credit Agreement.
SECTION 14. Notices. All communications and notices hereunder shall be given as provided in the Restated Credit Agreement.
SECTION 15. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
SECTION 16. Successors. The terms of this Agreement shall be binding upon, and shall inure for the benefit of, the parties hereto and their respective successors and assigns.
SECTION 17. No Waiver. Except as expressly set forth herein (including the Exhibits attached hereto), this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Original Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Original Credit Agreement or any other provision of the Original Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to receive a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Original Credit Agreement or any other Loan Document in similar or different circumstances.
[Remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the date and year first above written.
| SABRE INC., as Borrower | ||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| SABRE HOLDINGS CORPORATION, as Holdings | ||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| EACH OF THE LOAN PARTIES LISTED | ||||
| BELOW, hereby consents to the entering into of this Agreement and agrees to the provisions hereof: | ||||
| GETTHERE INC. | ||||
| GETTHERE L.P. | ||||
| XXXXXXXXXX.XXX LLC | ||||
| XXXXXXXXXX.XXX HOLDINGS, INC. | ||||
| SABRE INTERNATIONAL NEWCO, INC. | ||||
| SABRE INVESTMENTS, INC. | ||||
| SABREMARK G.P., LLC | ||||
| SABREMARK LIMITED PARTNERSHIP | ||||
| XXXX00.XXX, LLC | ||||
| SST FINANCE, INC. | ||||
| SST HOLDING, INC. | ||||
| TRAVELOCITY HOLDINGS I, LLC | ||||
| TRAVELOCITY HOLDINGS, INC. | ||||
| XXXXXXXXXXX.XXX LLC | ||||
| XXXXXXXXXXX.XXX LP | ||||
| TVL COMMON, INC. | ||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
[Sabre - Signature Page to Amendment and Restatement Agreement]
| DEUTSCHE BANK AG NEW YORK BRANCH, as | ||||
| Original Administrative Agent, as L/C Issuer | ||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxxx X.Xxxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxxx | |||
| Title: | Director | |||
Signature page to Sabre Inc. Amendment & Restatement Agreement
| BANK OF AMERICA, N.A., as Successor | ||||
| Administrative Agent, Swing Line Lender, L/C Issuer, | ||||
| Fronting Term B Lender, Fronting Term C Lender, and as | ||||
| a New Revolving Facility Lender | ||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Director | |||
Signature page to Sabre Inc. Amendment & Restatement Agreement
SIGNATURE PAGE TO THE AMENDMENT AND RESTATEMENT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF MARCH 30, 2007 (AS AMENDED AND RESTATED AS OF FEBRUARY 28, 2012, AND AS FURTHER AMENDED AS OF FEBRUARY 28, 2012, MARCH 2, 2012, MAY 9, 2012, JUNE 11, 2012, AND AUGUST 15, 2012), AMONG SABRE INC., SABRE HOLDINGS CORPORATION, EACH OF THE OTHER LOAN PARTIES, THE LENDERS PARTY HERETO, DEUTSCHE BANK AG NEW YORK BRANCH, AS ORIGINAL ADMINISTRATIVE AGENT, SWING LINE LENDER AND L/C ISSUER AND BANK OF AMERICA, N.A., AS SUCCESSOR ADMINISTRATIVE AGENT.
By executing this signature page:
(i) as an Existing Lender that is a Converting Lender, the undersigned institution agrees (A) to the terms of the Amended and the Restated Credit Agreement, (B) on the terms and subject to the conditions set forth in the Amendment and the Restated Credit Agreement, to convert all of its Existing Term Loans in the aggregate principal amount set forth below under the heading “Principal Amount of Existing Term Loans to be converted to Term B Loans” on the Amendment Effective Date and (C) to commit to provide an additional amount of Term B Loans on the Amendment Effective Date in the amount set forth below under the heading “Principal Amount of Additional Term B Commitments” (it being understood by such Converting Lender that its commitment to provide Term B Loans either by way of conversion or by its new commitment may be reduced in accordance with final allocations, which will be at the discretion of the Successor Administrative Agent, in consultation with the Borrower);
(ii) as an Existing Lender (whether a Revolving Credit Lender or a Term Lender) that is not agreeing to convert its Existing Term Loans to Term B Loans (any such Lender, a “Consenting Non-Converting Lender”), the undersigned institution consents and agrees to the terms of the Agreement and the Restated Credit Agreement, but not to convert any of its Existing Term Loans into Term B Loans; and
(iii) as a New Revolving Facility Lender, the undersigned institution consents and agrees to provide its New Revolving Facility Commitment on the Amendment Effective Date.
| NAME OF LENDER: Deutsche Bank AG New York Branch |
Executing as an NEW REVOLVING FACILITY LENDER:
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Managing Director | |||
| For any Lender requiring a second signature line: | ||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Director | |||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | 0945033 B.C. UNLIMITED LIABILITY COMPANY | |
| By: HALIFAX ULC | ||
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | Authorized Signatory | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
| NAME OF LENDER: | Columbia Variable Portfolio - Strategic Income Fund, a series of Columbia Funds Variable Insurance Trust |
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Authorized Signatory | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 315,433.16 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
| NAME OF LENDER: | AbitibiBowater Fixed Income Master Trust Fund | |
| By: Guggenheim Partners Investment Management, LLC as Investment Manager | ||
Executing as an CONVERTING LENDER:
| By: | /s/ XXXXXXX XXXXX | |||
| Name: | XXXXXXX XXXXX | |||
| Title: | Managing Director | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 412,242.78 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
| NAME OF LENDER: | The AbitibiBowater Inc. US Master Trust for Defined Benefit Plans | |
| By: Guggenheim Partners Investment Management, LLC as Investment Manager | ||
| Executing as an CONVERTING LENDER: | ||||
| By: | /s/ XXXXXXX XXXXX | |||
| Name: | XXXXXXX XXXXX | |||
| Title: | Managing Director | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 59,570.05 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
| NAME OF LENDER: | ACA CLO 2006-2 LTD |
Executing as an CONVERTING LENDER:
| By: Its Investment Advisor CVC Credit Partners, LLC | ||||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | MD/PM | |||
| For any Lender requiring a second signature line: | ||||
| By: | n/a | |||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Non-Extended Initial Term Loan |
$ | 2,199,673.82 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
| NAME OF LENDER: | ACA CLO 2007-1 LTD |
Executing as an CONVERTING LENDER:
| By: Its Investment Advisor CVC Credit Partners, LLC | ||||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | MD/PM | |||
| For any Lender requiring a second signature line: | ||||
| By: | n/a | |||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Extended Term Loan |
$ | 1,486,488.16 | ||||
| Non-Extended Initial Term Loan |
$ | 352,343.50 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
| NAME OF LENDER: | Airlie CLO 2006-II Ltd |
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxx Xxxxxxx | |||
| Name: | Xxxx Xxxxxxx | |||
| Title: | Portfolio Manager | |||
| For any Lender requiring a second signature line: | ||||
| By | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Extended TL |
$ | 2,909,526.45 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
| NAME OF LENDER: | LANDMARK IX CDO LTD | |
| By: Landmark Funds LLC, as Manager By: Sound Harbour Partners, LLC, as Sub-Advisor | ||
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxx Xxxxxxxx-Xxxxx | |||
| Name: | Xxxx Xxxxxxxx-Xxxxx | |||
| Title: | Designated Signatory | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments |
||||||
| Various |
$ | 2,262,000.00 | $ | 1,787,500.00 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING TERM LENDER
| NAME OF LENDER: | LANDMARK V CDO LIMITED | |
| By: Landmark Funds LLC, as Manager By: Sound Harbour Partners, LLC, as Sub-Advisor | ||
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxxx Xxxxxxxx-Xxxxx | |||
| Name: | Xxxx Xxxxxxxx-Xxxxx | |||
| Title: | Designated Signatory | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
| NAME OF LENDER: | One Wall Street CLO II LTD | |
| By: Alcentra NY, LLC, as investment advisor | ||
| Executing as an CONVERTING LENDER: | ||||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 2,422,512.75 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
| NAME OF LENDER: | Pacifica CDO V LTD | |
| By: Alcentra NY, LLC, as investment advisor | ||
| Executing as an CONVERTING LENDER: | ||||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 3,215,918.79 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | Pacifica CDO VI LTD | |
| By: Alcentra NY, LLC, as investment advisor | ||
| Executing as an CONVERTING LENDER: | ||||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 3,049,529.67 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | Westwood CDO II LTD | |
| By: Alcentra NY, LLC, as investment advisor | ||
| Executing as an CONVERTING LENDER: | ||||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 2,138,047.19 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | Westwood CDO I LTD | |
| By: Alcentra NY, LLC, as investment advisor | ||
| Executing as an CONVERTING LENDER: | ||||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 2,783,958.27 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | Shackleton I CLO, Ltd. | |
| By: Alcentra NY, LLC, as investment advisor | ||
| Executing as an CONVERTING LENDER: | ||||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 4,418,132.70 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | AIMCO CLO, SERIES 2005-A |
| Executing as an CONVERTING LENDER: | ||||
| By: | /s/ Xxxxx X. Xxxxxxx, Xx. | |||
| Name: | Xxxxx X. Xxxxxxx, Xx. | |||
| Title: | Authorized Signatory | |||
| For any Lender requiring a second signature line: | ||||
| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Authorized Signatory | |||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
|
2nd Extended Term Loan B |
$ | 988,537.00 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | AIMCO CLO, SERIES 2006-A |
| Executing as an CONVERTING LENDER: | ||||
| By: | /s/ Xxxxx X. Xxxxxxx, Xx. | |||
| Name: | Xxxxx X. Xxxxxxx, Xx. | |||
| Title: | Authorized Signatory | |||
| For any Lender requiring a second signature line: | ||||
| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Authorized Signatory | |||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
|
2nd Extended Term Loan B |
$ | 1,280,279.00 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING TERM LENDER
| NAME OF LENDER: | ALLSTATE LIFE INSURANCE COMPANY |
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxxxx X. Xxxxxxx, Xx. | |||
| Name: | Xxxxx X. Xxxxxxx, Xx. | |||
| Title: | Authorized Signatory | |||
| For any Lender requiring a second signature line: | ||||
| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Authorized Signatory | |||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING TERM LENDER
| NAME OF LENDER: | ALM IV, Ltd | |
| By: Apollo Credit Management (CLO), LLC as Collateral Manager | ||
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxx Xxxxxxx | |||
| Name: | Xxx Xxxxxxx | |||
| Title: | Vice President | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING TERM LENDER
| NAME OF LENDER: | ALM V, Ltd. | |
| By: Apollo Credit Management (CLO), LLC as Collateral Manager | ||
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxx Xxxxxxx. | |||
| Name: | Xxx Xxxxxxx | |||
| Title: | Vice President | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING TERM LENDER
NAME OF LENDER: ACAS CLO 2007-1, Ltd. By: American Capital Leveraged Finance Management, LLC (f/k/a American Capital Asset Management, LLC)
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxxx Xxxxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx Xxxxxx | |||
| Title: | Authorized Signatory | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING TERM LENDER
NAME OF LENDER: ACAS CLO 2012-1, Ltd. By: American Capital Leveraged Finance Management, LLC (f/k/a American Capital Asset Management, LLC)
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxxx Xxxxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx Xxxxxx | |||
| Title: | Authorized Signatory | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | ANCHORAGE CAPITAL CLO 2012-1, LTD |
Executing as an CONVERTING LENDER:
By: Anchorage Capital Group, LLC.,
Its Investment Manager
| By: | /s/ XXXXXXX XXXXXXXXX | |||
| Name: | XXXXXXX XXXXXXXXX | |||
| Title: | Executive Vice President | |||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments |
||||||
| Incremental Term Loan |
$ | 4,987,500 | $ | 5,000,000 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: SAN XXXXXXX CLO I LTD | ||||
Executing as an CONVERTING LENDER:
By: Its Investment Advisor CVC Credit Partners, LLC
On behalf of Resource Capital Asset Management (RCAM)
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | MD/PM | |||
| For any Lender requiring a second signature line: | ||||
| By: | n/a | |||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Extended Term Loan |
$ | 2,424,605.36 | ||||
| Non-Extended Initial Term Loan |
$ | 574,706.19 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | APIDOS CDO III |
Executing as an CONVERTING LENDER:
By: Its Investment Advisor CVC Credit Partners, LLC
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | MD/PM | |||
| For any Lender requiring a second signature line: | ||||
| By: | n/a | |||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| New Term Loan Extended |
$ | 1,182,884.12 | ||||
| Non-Extended Initial Term Loan |
$ | 165,025.19 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | APIDOS CDO V |
Executing as an CONVERTING LENDER:
By: Its Investment Advisor CVC Credit Partners, LLC
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | MD/PM | |||
| For any Lender requiring a second signature line: | ||||
| By: | n/a | |||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Extended Term Loan |
$ | 1,695,464.69 | ||||
| Non-Extended Initial Term Loan |
$ | 401,877.38 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | APIDOS CINCO CDO |
Executing as an CONVERTING LENDER:
By: Its Investment Advisor CVC Credit Partners, LLC
| By: | /s/ Xxxxx X. Xxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxx | |||
| Title: | MD | |||
| For any Lender requiring a second signature line: | ||||
| By: | n/a | |||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Extended Term Loan |
$ | 787,117.21 | ||||
| Non-Extended Initial Term Loan |
$ | 186,571.04 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | APIDOS CLO VIII |
Executing as an CONVERTING LENDER:
By: Its Collateral Manager CVC Credit Partners, LLC
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | MD/PM | |||
| For any Lender requiring a second signature line: | ||||
| By: | n/a | |||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Non-Extended Initial Term Loan |
$ | 175,906.73 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING TERM LENDER
| NAME OF LENDER: | LeverageSource III S.a x.x. |
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Title: | Director | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | ALM Loan Funding 2010-1, Ltd. | |
| By: Apollo Credit Management, LLC, its collateral manager | ||
Executing as an CONVERTING LENDER:
| By: | /s/ Xxx Xxxxxxx | |||
| Name: | Xxx Xxxxxxx | |||
| Title: | Vice President | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 231,884.99 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | Apollo/Palmetto Short-Maturity Loan Portfolio, L.P. | |
| By: Apollo Credit Advisors III, L.P., its general partner | ||
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxx Xxxxxxx | |||
| Name: | Xxx Xxxxxxx | |||
| Title: | Vice President | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | ALM VII, Ltd. | |
| By: Apollo Credit Management (CLO), LLC, as Collateral Manager | ||
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxx Xxxxxxx | |||
| Name: | Xxx Xxxxxxx | |||
| Title: | Vice President | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | Falcon Senior Loan Fund Ltd. | |
| By: Apollo Fund Management LLC As Its Investment Manager | ||
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxx Xxxxxxx | |||
| Name: | Xxx Xxxxxxx | |||
| Title: | Authorized Signatory | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | Rampart CLO 2007 Ltd. | |
| By: Apollo Debt Advisors LLC as its Collateral Manager | ||
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxx Xxxxxxx | |||
| Name: | Xxx Xxxxxxx | |||
| Title: | Authorized Signatory | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | RAMPART CLO 2006-1 LTD. | |
| By: Apollo Debt Advisors LLC, as its Collateral Manager | ||
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxx Xxxxxxx | |||
| Name: | Xxx Xxxxxxx | |||
| Title: | Authorized Signatory | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | CORNERSTONE CLO LTD. | |
| By: Apollo Debt Advisors LLC, as its Collateral Manager | ||
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxx Xxxxxxx | |||
| Name: | Xxx Xxxxxxx | |||
| Title: | Authorized Signatory | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | IBM Personal Pension Plan Trust | |
| By: Apollo Fund Management LLC, its Investment Manager | ||
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxx Xxxxxxx | |||
| Name: | Xxx Xxxxxxx | |||
| Title: | Authorized Signatory | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | Apollo Senior Floating Rate Fund Inc. | |
| By: Account 631203 | ||
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxx Xxxxxxx | |||
| Name: | Xxx Xxxxxxx | |||
| Title: | President | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
| NAME OF LENDER: | ARCH STREET FUNDING LLC |
Executing as a CONSENTING NON-CONVERTING LENDER:
| ARCH STREET FUNDING LLC | ||||
| By: | FS Investment Corporation, as Sole Member | |||
| By: | GSO/Blackstone Debt Funds Management LLC | |||
| as Sub-Adviser | ||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Authorized Signatory | |||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | ARES XIX CLO LTD. | |||
| By: | ARES CLO MANAGEMENT XIX, L.P., ITS INVESTMENT MANAGER | |||
| By: | ARES CLO GP XIX, LLC, ITS GENERAL PARTNER | |||
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Title: | Vice President | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 558,503.87 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | ARES XX CLO LTD. | |||
| By: | ARES CLO MANAGEMENT XX, L.P., ITS INVESTMENT MANAGER | |||
| By: | ARES CLO GP XX, LLC, ITS GENERAL PARTNER | |||
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Title: | Vice President | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 949,456.57 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | C.M. LIFE INSURANCE COMPANY |
Executing as an CONVERTING LENDER:
By: Babson Capital Management LLC as Investment Adviser
| By: | /s/ Xxxxxx X. XxXxxxx | |||
|
| ||||
| Name: | Xxxxxx X. XxXxxxx | |||
| Title: | Managing Director | |||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Existing February 2012 Term Loan |
$ | 413,743.81 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | JFIN FUND III LLC |
Executing as an CONVERTING LENDER:
By: Xxxxxxxx Finance LLC as Collateral Manager
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
|
| ||||
| Name: | Xxxxxxx X. Xxxxxxxx | |||
| Title: | Closing Manager | |||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Existing February 2012 Term Loan |
$ | 2,800,157.84 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | SAPPHIRE VALLEY CDO I, LTD. |
Executing as an CONVERTING LENDER:
By: Babson Capital Management LLC as Collateral Manager
| By: | /s/ Xxxxxx X. XxXxxxx | |||
|
| ||||
| Name: | Xxxxxx X. XxXxxxx | |||
| Title: | Managing Director | |||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Existing February 2012 Term Loan |
$ | 2,904,826.19 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | ST. XXXXX RIVER CLO, LTD. |
Executing as an CONVERTING LENDER:
By: Babson Capital Management LLC as Collateral Manager
| By: | /s/ Xxxxxx X. XxXxxxx | |||
|
| ||||
| Name: | Xxxxxx X. XxXxxxx | |||
| Title: | Managing Director | |||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Existing February 2012 Term Loan |
$ | 3,056,392.51 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | VINACASA CLO, LTD. |
Executing as an CONVERTING LENDER:
By: Babson Capital Management LLC as Collateral Manager
| By: | /s/ Xxxxxx X. XxXxxxx | |||
|
| ||||
| Name: | Xxxxxx X. XxXxxxx | |||
| Title: | Managing Director | |||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Existing 2007 Term Loans |
$ | 467,205.00 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
| From: | Xxxxxx, Xxxx | |
| To: | Xxxxxxx, Xxxxxxxx | |
| Cc: | Bcap: Amendments; Project Sabre; Xxxxxxx, Xxxxx - GCM | |
| Subject: | RE: Sabre Refi - Babson Capital Signed Signature Pages | |
| Date: | Wednesday, February 13, 2013 5:10:49 PM | |
| Importance: | High |
There were a clerical error in the sig pages, and you are partially correct in which funds should not convert. We no longer wish to covert the following funds:
SUFFIELD CLO LTD = $114,941.24
Mass Mutual Asia Limited = $122,981.01 VI NACASA CLO LTD = $467,205.00
The following fund should still covert:
NETT LOAN FUND LTD = $956,296.93
And yes, we are OK with the amendment.
Please let me know if there is anything else you need. Sorry for any confusion. Regards,
Xxxx X. Silver, CFA
Associate Director, High Yield Investments Group Babson Capital Management LLC
000 X. Xxxxx
Xxxxx 0000
Xxxxxxxxx, XX 00000
x0 000 000 0000 (Office) x0 000 000 0000 (Mobile) x0 000 000 0000 (Fax)
xxxxxxx@xxxxxxxxxxxxx.xxx
From: Xxxxxxx, Xxxxxxxx [mailto:xxxxxxxx.xxxxxxx@xxxxxxxxx.xxx] Sent: Wednesday, February 13, 2013 5:00 PM
To: Xxxxxx, Xxxx
Cc: Bcap: Amendments; Project Sabre; Xxxxxxx, Xxxxx - GCM Subject: RE: Sabre Refi - Babson Capital Signed
Signature Pages
Xxxx,
Bank of America has informed us that you no longer wish to convert your TL holds for the following funds:
SUFFIELD CLO LTD = $114,941.24
Mass Mutual Asia Limited = $122,981.01 NETT LOAN FUND LTD = $956,296.93
Please confirm that this is the case.
Also, we will assume that you still consent to the Amendment, unless we hear otherwise from you. Thanks,
Kat
Xxxxxxxx X. Xxxxxxx | Associate
T x0 000 000 0000 M x0 000 000 0000 E xxxxxxxx.xxxxxxx@xxxxxxxxx.xxx
White & Case LLP | 1155 Avenue of the Americas | Xxx Xxxx, XX 00000-0000
From: Xxxxxx, Xxxx [mailto:xxxxxxx@XxxxxxXxxxxxx.xxx] Sent: Wednesday, February 13, 2013 9:10 AM
To: Project Sabre
Cc: Bcap: Amendments
Subject: Sabre Refi - Babson Capital Signed Signature Pages
To whom it may concern,
Please find Babson Capital’s signed signature pages on behalf of funds wishing to roll their holdings into the new Sabre facilities. Please contact me should you require any additional information.
Regards,
Xxxx X. Silver, CFA
Associate Director, High Yield Investments Group Babson Capital Management LLC
000 X. Xxxxx
Xxxxx 0000
Xxxxxxxxx, XX 00000
x0 000 000 0000 (Office) x0 000 000 0000 (Mobile) x0 000 000 0000 (Fax)
xxxxxxx@xxxxxxxxxxxxx.xxx
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SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | BABSON CAPITAL FLOATING RATE INCOME MASTER FUND, L.P. |
Executing as an CONVERTING LENDER:
By: Babson Capital Management LLC as Investment Manager
| By: | /s/ Xxxxxx X. XxXxxxx | |||
| Name: | Xxxxxx X. XxXxxxx | |||
| Title: | Managing Director | |||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Existing 2012 Incremental Term Loan |
$ | 498,750.00 | ||||
| Existing February 2012 Term Loan |
$ | 2,688,318.32 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | BABSON CAPITAL GLOBAL LOANS LIMITED |
Executing as an CONVERTING LENDER:
By: Babson Capital Management LLC as Investment Manager
| By: | /s/ Xxxxxx X. XxXxxxx | |||
| Name: | Xxxxxx X. XxXxxxx | |||
| Title: | Managing Director | |||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Existing 2012 Incremental Term Loan |
$ | 1,995,000.00 | ||||
| Existing February 2012 Term Loan |
$ | 3,244,393.45 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | BABSON CLO LTD. 2006-II |
Executing as an CONVERTING LENDER:
By: Babson Capital Management LLC as Collateral Manager
| By: | /s/ Xxxxxx X. XxXxxxx | |||
| Name: | Xxxxxx X. XxXxxxx | |||
| Title: | Managing Director | |||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Existing 2007 Term Loans |
$ | 422,406.58 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | BABSON CLO LTD. 2006-II |
Executing as an CONVERTING LENDER:
By: Babson Capital Management LLC as Collateral Manager
| By: | /s/ Xxxxxx X. XxXxxxx | |||
| Name: | Xxxxxx X. XxXxxxx | |||
| Title: | Managing Director | |||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Existing February 2012 Term Loan |
$ | 1,257,739.49 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | BABSON CLO LTD. 2005-III |
Executing as an CONVERTING LENDER:
By: Babson Capital Management LLC as Collateral Manager
| By: | /s/ Xxxxxx X. XxXxxxx | |||
| Name: | Xxxxxx X. XxXxxxx | |||
| Title: | Managing Director | |||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Existing February 2012 Term Loan |
$ | 5,011,092.89 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | BABSON MID-MARKET CLO LTD. 2007-II |
Executing as an CONVERTING LENDER:
By: Babson Capital Management LLC as Collateral Manager
| By: | /s/ Xxxxxx X. XxXxxxx | |||
| Name: | Xxxxxx X. XxXxxxx | |||
| Title: | Managing Director | |||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Existing February 2012 Term Loan |
$ | 2,856,689.57 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | Barclays Bank PLC |
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Director | |||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Existing Extended TL-B |
$ | 952,687.52 | ||||
| Incremental Term Loan |
$ | 199,500.00 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
| NAME OF LENDER: | Barclays Bank PLC |
Executing as an NEW REVOLVING FACILITY LENDER:
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Director | |||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | XXXXXXX WHOLESALE SYNDICATED LOAN FUND |
By: Credit Suisse Asset Management, LLC, as agent (sub-advisor) for Challenger Investment Services Limited, the Responsible Entity for Xxxxxxx Wholesale Syndicated Loan Fund
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxxx Xxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxx | |||
| Title: | Managing Director | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
|
Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 4,987,500.00 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | Bank of America, N.A. |
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxxxxx Xxxxxx | |||
| Name: | Xxxxxxxx Xxxxxx | |||
| Title: | Vice President | |||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Term Loans |
$ | 5,672,811.76 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
| NAME OF LENDER: | Inwood Park CDO Ltd. |
Executing as an CONVERTING LENDER:
INWOOD PARK CDO LTD.
By: Blackstone Debt Advisors L.P. as Collateral Manager
| By: |
/s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Authorized Signatory | |||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Extended Term Loan |
$ | 6,670,011.25 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
| NAME OF LENDER: | Lafayette Square CDO Ltd. |
| Executing as an CONVERTING LENDER: | ||
| LAFAYETTE SQUARE CDO LTD. | ||
| By: Blackstone Debt Advisors L.P. as Collateral Manager | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | Authorized Signatory | |
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Extended Term Loan |
$ | 3,915,022.51 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
| NAME OF LENDER: | MONUMENT PARK CDO LTD. |
Executing as a CONSENTING NON-CONVERTING LENDER:
| MONUMENT PARK CDO LTD. | ||
| By: Blackstone Debt Advisors L.P. as Collateral Manager | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | Authorized Signatory | |
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
| NAME OF LENDER: | Prospect Park CDO Ltd. |
Executing as an CONVERTING LENDER:
PROSPECT PARK CDO LTD.
By: Blackstone Debt Advisors L.P. as Collateral Manager
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | Authorized Signatory |
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans |
Principal Amount of Additional Term B Commitments | ||||
| Extended Term Loan |
$ | 1,939,684.30 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
| NAME OF LENDER: | Essex Park CDO Ltd. |
Executing as a CONSENTING NON-CONVERTING LENDER:
ESSEX PARK CDO LTD.
By: Blackstone Debt Advisors L.P.
as Collateral Manager
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | Authorized Signatory |
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | BlueMountain CLO 2012-1 Ltd | |
| By: BLUEMOUNTAIN CAPITAL MANAGEMENT Its Collateral Manager | ||
| Executing as an CONVERTING LENDER: | ||||
| By: | /s/ Xxxx Xxxx | |||
| Name: | Xxxx Xxxx | |||
| Title: | Associate | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 4,960,526.31 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | BlueMountain CLO 2011-1 Ltd | |
| By: BLUEMOUNTAIN CAPITAL MANAGEMENT Its Collateral Manager | ||
| Executing as an CONVERTING LENDER: | ||||
| By: | /s/ Xxxx Xxxx | |||
| Name: | Xxxx Xxxx | |||
| Title: | Associate | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 2,968,503.94 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | BlueMountain CLO II, LTD | |
| By: BLUEMOUNTAIN CAPITAL MANAGEMENT Its Collateral Manager | ||
| Executing as an CONVERTING LENDER: | ||||
| By: | /s/ Xxxx Xxxx | |||
| Name: | Xxxx Xxxx | |||
| Title: | Associate | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 8,128,097.48 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | BlueMountain CLO III, LTD | |
| By: BLUEMOUNTAIN CAPITAL MANAGEMENT Its Collateral Manager | ||
| Executing as an CONVERTING LENDER: | ||||
| By: | /s/ Xxxx Xxxx | |||
| Name: | Xxxx Xxxx | |||
| Title: | Associate | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 8,613,018.56 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | BlueMountain CLO Ltd | |
| By: BLUEMOUNTAIN CAPITAL MANAGEMENT Its Collateral Manager | ||
| Executing as an CONVERTING LENDER: | ||||
| By: | /s/ Xxxx Xxxx | |||
| Name: | Xxxx Xxxx | |||
| Title: | Associate | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 6,624,842.15 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | BlueMountain CLO 2012-2 Ltd | |
| By: BLUEMOUNTAIN CAPITAL MANAGEMENT Its Collateral Manager | ||
| Executing as an CONVERTING LENDER: | ||||
| By: | /s/ Xxxx Xxxx | |||
| Name: | Xxxx Xxxx | |||
| Title: | Associate | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 1,995,000.00 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | BATTALION CLO 2007-I, LTD. | |
| By: BRIGADE CAPITAL MANAGEMENT LLC As Collateral Manager | ||
| Executing as an CONVERTING LENDER: | ||||
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Associate | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 3,358,575.00 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
| NAME OF LENDER: | BROAD STREET FUNDING LLC |
Executing as a CONSENTING NON-CONVERTING LENDER:
BROAD STREET FUNDING LLC
By: FS Investment Corporation, as Sole Member
By GSO / Blackstone Debt Funds Management LLC as Sub-Adviser
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Authorized Signatory | |||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
| NAME OF LENDER: | CALLIDUS DEBT PARTNERS CLO FUND VI, LTD. |
Executing as a CONSENTING NON-CONVERTING LENDER:
CALLIDUS DEBT PARTNERS CLO FUND VI, LTD.
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Authorized Signatory | |||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
| NAME OF LENDER: | Maps CLO Fund II, Ltd. |
Executing as an CONVERTING LENDER:
MAPS CLO FUND II, LTD.
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Authorized Signatory | |||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Extended Term Loan |
$ | 1,939,684.30 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
| NAME OF LENDER: | CALLIDUS DEBT PARTNERS CLO FUND IV, LTD. |
Executing as a CONSENTING NON-CONVERTING LENDER:
CALLIDUS DEBT PARTNERS CLO FUND IV, LTD.
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Authorized Signatory | |||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
| NAME OF LENDER: | CALLIDUS DEBT PARTNERS CLO FUND V, LTD. |
Executing as a CONSENTING NON-CONVERTING LENDER:
CALLIDUS DEBT PARTNERS CLO FUND V, LTD.
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Authorized Signatory | |||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
| NAME OF LENDER: | CALLIDUS DEBT PARTNERS CLO FUND VII, LTD. |
Executing as a CONSENTING NON-CONVERTING LENDER:
CALLIDUS DEBT PARTNERS CLO FUND VII, LTD.
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Authorized Signatory | |||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
| NAME OF LENDER: | Maps CLO Fund I, LLC |
Executing as a CONSENTING NON-CONVERTING LENDER:
MAPS CLO FUND I, LLC
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Authorized Signatory | |||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | Green Island CBNA Loan Funding LLC | |
| By: Citibank N.A. | ||
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxxxxxx Xxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxx | |||
| Title: | Director | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | CANARAS SUMMIT CLO LTD. | |
| By: Canaras Capital Management, LLC As Sub-Investment Adviser | ||
Executing as a CONSENTING NON-CONVERTIBLE LENDER:
| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Authorized Signatory | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | Canyon Capital CLO 2006-1, Ltd. | |
| By: Canyon Capital Advisors LLC, its Asset Manager | ||
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 3,759,657.00 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | Canyon Capital CLO 2012-1, Ltd. | |
| By: Canyon Capital Advisors, its Asset Manager | ||
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxxx X. Xxxxxx | |||
| Title: | Authorized Signatory | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 4,977,851.00 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | Carlyle Global Market Strategies CLO 2012-1, Ltd. |
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | Carlyle Arnage CLO, Ltd. |
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | Xxxxxxx Xxxxx CLO, Ltd. |
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | Xxxxxxx Xxxxxxx CLO, Ltd. |
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | Carlyle Daytona CLO, Ltd. |
Executing as a CONSENTING NON-CONVERTING LENDER
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | |||
| For any Lender requiring a second signature line: | ||||
| By: |
| |||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | Carlyle Global Market Strategies CLO 2011-I, Ltd. |
Executing as a CONSENTING NON-CONVERTING LENDER
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | |||
| For any Lender requiring a second signature line: | ||||
| By: |
| |||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | Carlyle High Yield Partners VII, Ltd |
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | |||
| For any Lender requiring a second signature line: | ||||
| By: |
| |||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | Carlyle High Yield Partners VIII, Ltd |
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | |||
| For any Lender requiring a second signature line: | ||||
| By: |
| |||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | Carlyle High Yield Partners X, Ltd |
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | |||
| For any Lender requiring a second signature line: | ||||
| By: |
| |||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | Carlyle High Yield Partners IX, Ltd |
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | |||
| For any Lender requiring a second signature line: | ||||
| By: |
| |||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | Carlyle Global Market Strategies CLO 2012-3, Ltd. |
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | |||
| For any Lender requiring a second signature line: | ||||
| By: |
| |||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | Carlyle Global Market Strategies CLO 2012-2, Ltd. |
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | |||
| For any Lender requiring a second signature line: | ||||
| By: |
| |||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | Xxxxxxx XxXxxxx CLO, Ltd. |
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | |||
| For any Lender requiring a second signature line: | ||||
| By: |
| |||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | Carlyle Vantage CLO, Ltd. |
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | |||
| For any Lender requiring a second signature line: | ||||
| By: |
| |||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | Carlyle Veyron CLO, Ltd. |
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Managing Director | |||
| For any Lender requiring a second signature line: | ||||
| By: |
| |||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
NAME OF LENDER: SIERRA CLO II LTD
Executing as an CONVERTING LENDER:
By: Its Investment Advisor CVC Credit Partners, LLC
On behalf of Resource Capital Asset Management (RCAM)
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: MD/PM |
For any Lender requiring a second signature line:
| By: | n/a | |
| Name: | ||
| Title: |
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Extended Term Loan |
$ | 2,206,390.90 | ||||
| Non-Extended Initial Term Loan |
$ | 522,982.64 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
NAME OF LENDER: Chelsea Park CLO Ltd.
Executing as an CONVERTING LENDER:
CHELSEA PARK CLO LTD.
By: GSO/BLACKSTONE Debt Funds Management LLC as Portfolio Manager
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Authorized Signatory |
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Extended Term Loan |
$ | 4,364,289.68 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
NAME OF LENDER: SHASTA CLO I LTD
Executing as an CONVERTING LENDER:
By: Its Investment Advisor CVC Credit Partners, LLC
On behalf of Resource Capital Asset Management (RCAM)
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: MD/PM |
For any Lender requiring a second signature line:
| By: | n/a | |
| Name: | ||
| Title: |
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Extended Term Loan |
$ | 2,424,605.37 | ||||
| Non-Extended Initial Term Loan |
$ | 574,706.19 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: CIFC Funding 2006-I Ltd. | ||||
| By: | CIFC Asset Management LLC, its | |||
| Collateral Manager |
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Authorized Signatory |
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Extended Term Loan |
$ | 3,906,805.64 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: CIFC Funding 2006-IB, Ltd. |
||||
| By: | CIFC Asset Management LLC, its | |||
| Collateral Manager |
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Authorized Signatory |
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Extended Term Loan |
$ | 870,519.26 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: CIFC Funding 2006-II Ltd. |
||||
| By: | CIFC Asset Management LLC, its | |||
| Collateral Manager |
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Authorized Signatory |
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Extended Term Loan |
$ | 1,939,336.86 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: CIFC Funding 2007-I Ltd. |
||||
| By: | CIFC Asset Management LLC, its | |||
| Collateral Manager |
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Authorized Signatory |
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Extended Term Loan |
$ | 2,838,896.24 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: CIFC Funding 2007-II, Ltd. | ||||
| By: | CIFC Asset Management LLC, its | |||
| Collateral Manager | ||||
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Authorized Signatory |
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Extended Term Loan |
$ | 2,279,792.15 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: CIFC Funding 2007-III, Ltd.
| ||||
| By: | CIFC Asset Management LLC, its | |||
| Collateral Manager | ||||
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Authorized Signatory |
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Extended Term Loan |
$ | 2,297,608.76 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
NAME OF LENDER: CIFC Funding 2007-IV, Ltd.
| By: | CIFC Asset Management LLC, its | |
| Collateral Manager |
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Authorized Signatory |
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Extended Term Loan |
$ | 259,357.99 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
NAME OF LENDER: CIFC Funding 2011-I, Ltd.
| By: | CIFC Asset Management LLC, its | |
| Collateral Manager |
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Authorized Signatory |
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Extended Term Loan |
$ | 1,783,170.81 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
NAME OF LENDER: CIFC Funding 2012-II, Ltd.
| By: | CIFC Asset Management LLC, its | |
| Collateral Manager |
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Authorized Signatory |
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Extended Term Loan |
$ | 5,486,250.00 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
NAME OF LENDER: Citibank, N.A.
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxxxx Xxxxx Xxxxxxxxxxx | |
| Name: Xxxxxxx Xxxxx Xxxxxxxxxxx | ||
| Title: Vice President |
For any Lender requiring a second signature line:
| By: |
| |
| Name: | ||
| Title: |
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| $ | 229,882.38 | |||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING LENDER
| NAME OF LENDER: | LSR Loan Funding LLC | |
| By: Citibank N.A. |
Executing as a CONSENTING NON-CONVERTING LENDER:
| By: | /s/ Xxxx Xxxx | |||
| Name: | Xxxx Xxxx | |||
| Title: | Associate Director | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | Guggenheim Strategic Opportunities Fund | |
| By: Guggenheim Partners Investment Management, LLC |
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Managing Director | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 1,256,127.97 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | CLC Leveraged Loan Trust | |
| By: Challenger Life Nominees PTY Limited as Trustee | ||
| By: Guggenheim Partners Investment Management, LLC as Manager |
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Managing Director | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 249,375.00 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | COA Caerus CLO Ltd., as Lender | |
| By: FS COA Management LLC, as Portfolio Manager |
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Partner | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 678,908.59 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | Columbia Strategic Income Fund, a series of | |
| Columbia Funds Series Trust I |
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Authorized Signatory | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 636,493.51 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | Columbia Floating Rate Fund, a series of | |
| Columbia Funds Series Trust II |
| Executing as an CONVERTING LENDER: | ||||
| By: |
/s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Assistant Vice President | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
|
Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 5,071,931.66 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | Cent CLO 16, L.P. | |
| By: Columbia Management Investment Advisers, LLC As Collateral Manager |
| Executing as an CONVERTING LENDER: |
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Assistant Vice President | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 4,479,269.46 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | Cent CDO 10 Limited | |
| By: Columbia Management Investment Advisers, LLC As Collateral Manager |
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Assistant Vice President | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
|
Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 3,465,937.82 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | Cent CLO 15 Limited | |
| By: Columbia Management Investment Advisers, LLC As Collateral Manager |
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Assistant Vice President | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 2,364,750.02 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | Centurion CDO 8 Limited | |
| By: Columbia Management Investment Advisers, LLC As Collateral Manager |
Executing as an CONVERTING LENDER:
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Assistant Vice President | |||
| For any Lender requiring a second signature line: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 2,180,512.67 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | Centurion CDO 9 Limited | |
| By: Columbia Management Investment Advisers, LLC As Collateral Manager |
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Assistant Vice President | ||
| For any Lender requiring a second signature line: | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 5,593,568.93 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | Cent CDO 12 Limited | |
| By: Columbia Management Investment Advisers, LLC As Collateral Manager |
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Assistant Vice President | ||
| For any Lender requiring a second signature line: | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 2,425,331.48 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | Cent CDO 14 Limited | |
| By: Columbia Management Investment Advisers, LLC As Collateral Manager |
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Assistant Vice President | ||
| For any Lender requiring a second signature line: | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 1,953,393.71 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | Ameriprise Certificate Company |
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Assistant Vice President | ||
| For any Lender requiring a second signature line: | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 282,750.00 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | Cent CDO XI Limited | |
| By: Columbia Management Investment Advisers, LLC As Collateral Manager |
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Assistant Vice President | ||
| For any Lender requiring a second signature line: | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 4,894,260.54 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONSENTING NON-CONVERTING TERM LENDER
| NAME OF LENDER: | Centurion CDO VII Limited | |
| By: Columbia Management Investment Advisers, LLC As Collateral Manager |
| Executing as a CONSENTING NON-CONVERTING LENDER: | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Assistant Vice President | ||
| For any Lender requiring a second signature line: | ||
| By: |
| |
| Name: | ||
| Title: | ||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | ColumbusNova CLO IV Ltd. 2007-II |
| By: | Columbus Nova Credit Investments | |
| Management, LLC, its Collateral Manager |
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Authorized Signatory | ||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Extended Term Loan |
$ | 1,940,919.13 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | ColumbusNova CLO IV Ltd. 2007-I |
| By: | Columbus Nova Credit Investments | |
| Management, LLC, its Collateral Manager |
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Authorized Signatory | ||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Extended Term Loan |
$ | 757,271.15 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | CREDIT SUISSE FLOATING RATE HIGH INCOME FUND | |
| By: Credit Suisse Asset Management, LLC, as investment advisor | ||
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Managing Director | ||
| For any Lender requiring a second signature line: | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 294,944.86 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | MADISON PARK FUNDING IX, LTD. | |
| By: Credit Suisse Asset Management, LLC, as portfolio manager | ||
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Managing Director | ||
| For any Lender requiring a second signature line: | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 3,069,777.74 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| ATLAS SENIOR LOAN FUND, LTD. |
| By: Crescent Capital Group LP, its advisor |
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Meric Topbas | |
| Name: Meric Topbas | ||
| Title: Senior Vice President | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: G. Xxxxx Xxxxxx | ||
| Title: Senior Vice President | ||
|
Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans Lender |
Principal Amount of Additional Term B Commitments | ||||||
| February 2012 |
$ | 3,720,394.74 | ||||||
| August 2012 |
||||||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| Crescent Senior Secured Floating Rate Loan Fund, LLC |
| By: Crescent Capital Group LP, its advisor |
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Meric Topbas | |
| Name: Meric Topbas | ||
| Title: Senior Vice President | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: G. Xxxxx Xxxxxx | ||
| Title: Senior Vice President | ||
|
Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||||
| February 2012 |
$ | 763,672.86 | ||||||
| August 2012 |
$ | 359,100.00 | ||||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | ATRIUM V | |
| By: Credit Suisse Asset Management, LLC, as collateral manager | ||
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Managing Director | ||
| For any Lender requiring a second signature line: | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 603,429.91 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | ATRIUM VI | |
| By: Credit Suisse Asset Management, LLC, as collateral manager | ||
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Managing Director | ||
| For any Lender requiring a second signature line: | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 2,875,370.53 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | ATRIUM VIII | |
| By: Credit Suisse Asset Management, LLC, as portfolio manager | ||
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Managing Director | ||
| For any Lender requiring a second signature line: | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 2,493,750.00 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | COMMONWEALTH OF PENNSYLVANIA TREASURY DEPARTMENT | |
| By: Credit Suisse Asset Management, LLC, as investment adviser | ||
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Managing Director | ||
| For any Lender requiring a second signature line: | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 498,750.00 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below) pursuant to Section 11.07 of the Credit Agreement dated as of March 30, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Sabre Inc. (the “Borrower”), Sabre Holdings Corporation, Deutsche Bank AG New York Branch, as administrative agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, and each lender from time to time party thereto, receipt of a copy of which is hereby acknowledged by the Assignee. Capitalized terms used in this Assignment and Assumption and not otherwise defined herein have the meanings specified in the Credit Agreement. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement, any other Loan Documents and any other documents or instruments delivered pursuant to any of the foregoing to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the facility identified below (including participations in any Letters of Credit or Swing Line Loans included in such facility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Document or any other documents or instruments delivered pursuant to any of the foregoing or the transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.
| 1. Assignor (the “Assignor”): |
Deutsche Bank AG New York Branch | |||
| 2. Assignee (the “Assignee”): |
COMMONWEALTH OF PENNSYLVANIA TREASURY DEPARTMENT | |||
| 3. Borrower: |
Sabre Inc. | |||
| 4. Administrative Agent: |
Deutsche Bank AG New York Branch | |||
| 5. Assigned Interest: |
||||
| Aggregate Amount of | ||||||||||||
| Commitment/Loans | Amount of | |||||||||||
| for all | Commitment/Loans | Percentage Assigned of | ||||||||||
| Facility | Lenders | Assigned | Commitment/Loans | |||||||||
| Incremental Term Loans |
USD 375,000,000.00 | USD 500,000.00 | 0.133333333 | % | ||||||||
Effective Date: September 12, 2012
| 1203175 - 003 | 1 |
The terms set forth in this Assignment and Assumption are hereby agreed to:
| DEUTSCHE BANK AG NEW YORK BRANCH, as Assignor | ||
| By: DB Services New Jersey, Inc. | ||
| By: | /s/ Xxx Xxxxx | |
| Name: | Xxx Xxxxx | |
| Title: | Vice President | |
| By: | /s/ Tavinton Miles | |
| Name: | Tavinton Miles | |
| Title: | Assistant Vice President | |
| COMMONWEALTH OF PENNSYLVANIA TREASURY | ||
| DEPARTMENT, as Assignee | ||
| By: Credit Suisse Asset Management, LLC., as investment adviser | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Authorized Signatory | |
| 1203175 - 003 | 2 |
| Consented to and Accepted: | ||
| DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative | ||
| Agent | ||
| By: DB Services New Jersey, Inc. | ||
| By: | /s/ Xxx Xxxxx | |
| Name: | Xxx Xxxxx | |
| Title: | Vice President | |
| By: | /s/ Tavinton Miles | |
| Name: | Tavinton Miles | |
| Title: | Assistant Vice President | |
| Consented to: | ||
| SABRE INC. | ||
| By: | N/A | |
| Name: | ||
| Title: | ||
| 1203175 - 003 | 3 |
Annex I
CREDIT AGREEMENT**
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
1. Representations and Warranties.
1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, (iii) the financial condition of Holdings, the Borrower, or any of their Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement or (iv) the performance or observance by Holdings, the Borrower, or any of their Subsidiaries or Affiliates or any other Person of any of their obligations under the Credit Agreement.
1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on any Agent or any other Lender, and (v) if it is a Foreign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to Section 3.01 of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Assignor, any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.
2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.
3. General Provisions. This Assignment and Assumption shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and governed by the law of the State of New York.
| ** | Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement dated as of March 30, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Sabre Inc. (the “Borrower”), Sabre Holdings Corporation (“Holdings”), Deutsche Bank AG New York Branch, as administrative agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”). |
| 1203175 - 003 | 4 |
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | CREDIT SUISSE DOLLAR SENIOR LOAN FUND, LTD. | |
| By: Credit Suisse Asset Management, LLC, as investment manager | ||
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Managing Director | ||
| For any Lender requiring a second signature line: | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 1,995,000.00 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | MADISON PARK FUNDING III, LTD. | |
| By: Credit Suisse Asset Management, LLC, as collateral manager | ||
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Managing Director | ||
| For any Lender requiring a second signature line: | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 301,487.56 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | MADISON PARK FUNDING V, LTD. | |
| By: Credit Suisse Asset Management, LLC, as collateral manager | ||
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Managing Director | ||
| For any Lender requiring a second signature line: | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 266,200.44 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | MADISON PARK FUNDING IV, LTD. | |
| By: Credit Suisse Asset Management, LLC, as collateral manager | ||
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Managing Director | ||
| For any Lender requiring a second signature line: | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 1,496,250.00 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | MADISON PARK FUNDING VI, LTD. | |
| By: Credit Suisse Asset Management, LLC, as collateral manager | ||
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Managing Director | ||
| For any Lender requiring a second signature line: | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 266,200.44 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | QUALCOMM GLOBAL TRADING PTE. LTD. | |
| By: Credit Suisse Asset Management, LLC, as investment manager | ||
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Managing Director | ||
| For any Lender requiring a second signature line: | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 3,990,000.00 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | RAYTHEON MASTER PENSION TRUST | |
| By: Credit Suisse Asset Management, LLC, as investment manager | ||
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Managing Director | ||
| For any Lender requiring a second signature line: | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Class of Existing Term Loan held by Converting Lender |
Principal amount of Existing Term Loans held by Converting Term Lender |
Principal Amount of Additional Term B Commitments | ||||
| Various |
$ | 997,500.00 | ||||
SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE FOR
CONVERTING TERM LENDER
| NAME OF LENDER: | CSAM FUNDING III |
| Executing as an CONVERTING LENDER: | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Managing Director | ||