Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 27, 2010
VERINT SYSTEMS INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-34807 |
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11-3200514 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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330 South Service Road, Melville, New York
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11747 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (631) 962-9600
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None
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(Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On July 27, 2010, Verint Systems Inc. (Verint) entered into Amendment No. 3 (the
Amendment) to the Credit Agreement, dated as of May 25, 2007, as amended, among Verint, Credit
Suisse AG, Cayman Islands Branch, as administrative agent, and the lenders from time to time party
thereto (the Credit Agreement). Among other things, the Amendment (i) changes the method of
calculation of the applicable interest rate margin to be based on Verints consolidated leverage
ratio (Consolidated Total Debt to Consolidated EBITDA (each as defined in the Credit Agreement))
from time to time, (ii) adds a 1.50% LIBOR floor, (iii) increases the aggregate amount of
incremental revolving commitment and term loan increases permitted under the Credit Agreement from
$50,000,000 to $200,000,000, and (iv) makes certain changes to the negative covenants, including
providing covenant relief with respect to the permitted consolidated leverage ratio.
In addition, on July 30, 2010, Verint entered into an Incremental Amendment and Joinder
Agreement (the Joinder Agreement) to the Credit Agreement increasing the revolving credit
commitments under the Credit Agreement from $15,000,000 to $75,000,000.
The descriptions of the Amendment and the Joinder Agreement are qualified in their entirety by
reference to each of the Amendment and the Joinder Agreement, copies of which are attached as
Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated herein by reference.
Item 8.01 Other Events.
Dismissal of SEC Section 12(j) Proceeding
Verint previously reported that on March 3, 2010, the Securities and Exchange Commission (SEC)
issued an Order Instituting Proceedings pursuant to Section 12(j) of the Securities Exchange Act of
1934 to suspend or revoke the registration of Verints common stock because of Verints previous
failure to file certain annual and quarterly reports. On May 28, 2010, Verint entered into an
agreement in principle with the SECs Division of Enforcement regarding the terms of a settlement
of the Section 12(j) proceeding, which agreement was subject to approval by the SEC. On June 18,
2010, Verint satisfied the requirements of such agreement and subsequently submitted an Offer of
Settlement to the SEC. On July 28, 2010, the SEC issued an Order accepting Verints Offer of
Settlement and dismissing the Section 12(j) proceeding.
Termination of Interest Rate Swap
Also, on July 30, 2010 Verint terminated the interest rate swap it entered into in May 2007 in
connection with entry into the Credit Agreement that had effectively fixed Verints interest
exposure with respect to $450,000,000 of the term loans thereunder at a 5.18% interest rate. To terminate the interest rate swap prior to its May 2011 maturity, Verint paid approximately $21.7 million to the counterparty, representing the approximate present value of the expected remaining quarterly settlement payments that otherwise were to have been due from Verint thereafter.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Number |
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Description |
10.1
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Amendment No. 3 to Credit Agreement, dated July 27, 2010, to the
Credit Agreement, dated as of May 25, 2007, as amended, among
Verint, Credit Suisse AG, Cayman Islands Branch, as administrative
agent, and the lenders from time to time party thereto. |
10.2
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Incremental Amendment and Joinder Agreement, dated July 30, 2010,
to the Credit Agreement, dated as of May 25, 2007, as amended,
among Verint, Credit Suisse AG, Cayman Islands Branch, as
administrative agent, and the lenders from time to time party
thereto. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Verint Systems Inc.
Date: August 2, 2010
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By: |
/s/ Douglas E. Robinson
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Name: |
Douglas E. Robinson |
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Title: |
Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
10.1
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Amendment No. 3 to Credit Agreement, dated July 27, 2010, to the
Credit Agreement, dated as of May 25, 2007, as amended, among
Verint, Credit Suisse AG, Cayman Islands Branch, as administrative
agent, and the lenders from time to time party thereto. |
10.2
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Incremental Amendment and Joinder Agreement, dated July 30, 2010,
to the Credit Agreement, dated as of May 25, 2007, as amended,
among Verint, Credit Suisse AG, Cayman Islands Branch, as
administrative agent, and the lenders from time to time party
thereto. |
Exhibit 10.1
Exhibit 10.1
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT dated as of July 27, 2010 (this Amendment) to the Credit Agreement dated as of May
25, 2007 (as heretofore amended or modified, the Credit Agreement) among VERINT SYSTEMS INC. (the
Borrower), the LENDERS from time to time party thereto and CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH (formerly known as Credit Suisse, Cayman Islands Branch), as Administrative Agent (the
Administrative Agent).
WHEREAS, the parties hereto desire to amend the Credit Agreement to, among other things, (i)
change the method of calculation of the Applicable Margin, (ii) increase the aggregate amount of
Incremental Term Loans and Revolving Credit Commitment Increases permitted under the Credit
Agreement and (iii) make certain changes to the negative covenants.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each
term used herein that is defined in the Credit Agreement has the meaning assigned to such term in
the Credit Agreement. Each reference to hereof, hereunder, herein and hereby and each other
similar reference and each reference to this Agreement and each other similar reference contained
in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit
Agreement as amended hereby.
Section 2. Section 1.1 (Defined Terms). Section 1.1 of the Credit Agreement is amended as
follows:
(a) the following definitions are inserted in appropriate alphabetical order:
Effective Yield: as to any Loans, the effective all-in-yield on such
Loans as determined by the Administrative Agent, taking into account the
applicable interest rate margins, any interest rate floors or similar devices and
all fees, including upfront or similar fees or original issue discount (amortized
over the shorter of (x) the weighted average life to maturity of such Loans and
(y) the four years following the date of incurrence thereof) payable generally to
lenders making such Loans, but excluding any arrangement, structuring or other
fees payable in connection therewith that are not generally shared with the
relevant lenders and customary consent fees paid generally to consenting lenders.
For the Revolving Credit Facility, calculations of effective all-in-yield shall
assume that the Revolving Credit Commitments are fully drawn.
Third Amendment Effective Date: the Effective Date as defined in
Amendment No. 3 to Credit Agreement, dated as of July 27, 2010.
(b) the definition of Applicable Margin is amended and restated in its entirety to read as
follows:
Applicable Margin: for each Type of Loan for any day, the rate per
annum based on the Consolidated Leverage Ratio as of the relevant date of
determination according to the following pricing grid:
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Base Rate |
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Eurodollar |
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Consolidated Leverage Ratio |
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Loans |
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Loans |
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Category 1
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Greater than 3:00:1:00
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3.25 |
% |
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4.25 |
% |
Category 2
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Greater than 2:75:1:00 but less than or equal to 3:00:1:00
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3.00 |
% |
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4.00 |
% |
Category 3
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Greater than 2:50:1:00 but less than or equal to 2:75:1:00
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2.75 |
% |
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3.75 |
% |
Category 4
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Less than or equal to 2:50:1:00
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2.50 |
% |
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3.50 |
% |
Each change in the Applicable Margin resulting from a change in the Consolidated
Leverage Ratio shall be effective with respect to all relevant Loans and Letters
of Credit outstanding on and after the date of delivery to the Administrative
Agent of the financial statements and certificates required by Section 6.1(a) or
(b) and Section 6.2(b), respectively, indicating such change until the date
immediately preceding the next date of delivery of such financial statements and
certificates indicating another such change. Notwithstanding the foregoing, from
the Third Amendment Effective Date until the Borrower shall have delivered the
financial statements and certificates required by Section 6.1(b) and Section
6.2(b), respectively, for the period ended July 31, 2010, the Consolidated
Leverage Ratio shall be deemed to be in Category 3 for purposes of determining
the Applicable Margin. In addition, (a) at any time during which the Borrower
has failed to deliver the financial statements and certificates required by
Section 6.1(a) or (b) and Section 6.2(b), respectively, or (b) at any time after
the occurrence and during the continuance of an Event of Default, the
Consolidated Leverage Ratio shall be deemed to be in Category 1 for purposes of
determining the Applicable Margin.
If any financial statement or Compliance Certificate delivered pursuant to
Section 6.1 or 6.2, respectively, is inaccurate (regardless of whether this
Agreement or the Commitments are in effect when such inaccuracy is discovered),
and such inaccuracy, if corrected, would have led to the application of a higher
Applicable Margin for any period (an Applicable Period) than the
Applicable Margin applied for such Applicable Period, then (i) the Borrower shall
immediately deliver to the Administrative Agent a corrected financial statement
and a corrected Compliance Certificate for such Applicable Period, (ii) the
Applicable Margin shall be determined based on the corrected Compliance
Certificate for such Applicable Period, and (iii) the Borrower shall immediately
pay to the Administrative Agent (for the account of the applicable Lenders during
the Applicable Period or their successors and assigns) the accrued additional
interest owing as a result of such increased Applicable Margin for such
Applicable Period. This paragraph shall not limit the rights of the
Administrative Agent or the Lenders with respect to Section 2.15(c) and Section 8
hereof, and shall survive the termination of this Agreement.
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(c) the definition of Base Rate is amended and restated in its entirety to read as follows:
Base Rate: for any day, a rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in
effect on such day, (b) the Federal Funds Effective Rate in effect on such day
plus 1/2 of 1% and (c) the Eurodollar Rate for a one month Interest Period on such
day (or if such day is not a Business Day, the immediately preceding Business
Day) plus 1%; provided that, for the avoidance of doubt, the Eurodollar
Rate for any day shall be based on the rate determined on such day at
approximately 11:00 A.M., London time, by reference to the British Bankers
Association Interest Settlement Rates for deposits in Dollars (as set forth by
any service selected by the Administrative Agent which has been nominated by the
British Bankers Association as an authorized vendor for the purpose of
displaying such rates) (which rate on any day shall not be less than 1.5% per
annum). For purposes hereof: Prime Rate shall mean the prime lending rate as
set forth on the Reuters Telerate Page 5 (or such other comparable publicly
available page as may, in the reasonable opinion of the Administrative Agent
after notice to the Borrower, replace such page for the purpose of displaying
such rate if such rate no longer appears on the Reuters Telerate page 5), as in
effect from time to time. The Prime Rate is a reference rate and does not
necessarily represent the lowest or best rate actually available. Any change in
the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate
or the Eurodollar Rate shall be effective as of the opening of business on the
effective day of such change in the Prime Rate, the Federal Funds Effective Rate
or the Eurodollar Rate, respectively.
(d) the definition of Commitment Fee Rate is amended and restated in its entirety to read as
follows:
Commitment Fee Rate: 3/4 of 1% per annum.
(e) the definition of Eurodollar Rate is amended by inserting the following sentence at the
end thereof:
Notwithstanding the foregoing, the Eurodollar Rate on any day shall not be less
than 1.5% per annum.
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(f) the definition of Permitted Acquisition is amended and restated in its entirety to read
as follows:
Permitted Acquisition: an acquisition or any series of related
acquisitions by the Borrower or any of its Subsidiaries (including any merger
where the Borrower or any of its Subsidiaries is the surviving entity) of (a) all
or substantially all of the assets or a majority of the outstanding voting
Capital Stock or economic interests of a Person or (b) any division, line of
business or other business unit of a Person (such Person or such division, line
of business or other business unit of such Person shall be referred to herein as
the Permitted Acquisition Target), in each case that is a type of
business (or assets used in a type of business) permitted to be engaged in
pursuant to Section 7.15, so long as (i) no Default or Event of Default shall
then exist or would exist after giving effect thereto, (ii) for any acquisition
for an aggregate consideration greater than $10,000,000, the Borrower shall
demonstrate to the reasonable satisfaction of the Administrative Agent that, both
at the time of the proposed acquisition and after giving effect to the
acquisition on a pro forma basis, the Borrower is in compliance
with the covenant set forth in Section 7.1, (iii) for any acquisition for an
aggregate consideration greater than $10,000,000, the Administrative Agent shall
have received (A) a description of the material terms of such acquisition, (B)
upon request, audited financial statements (or, if unavailable,
management-prepared financial statements) of the Permitted Acquisition Target for
its two most recent fiscal years and for any fiscal quarters ended within the
fiscal year to date for which financial statements are readily available and (C)
upon request, consolidated projected income statements of the Borrower and its
Subsidiaries (giving effect to such acquisition), all in form and substance
reasonably satisfactory to the Administrative Agent and (iv) such acquisition
shall not be a hostile acquisition and shall have been approved by the Board of
Directors or similar governing body and/or shareholders or other equity holders
of the Permitted Acquisition Target.
(g) the definition of Permitted Refinancing is amended by deleting the word and at the end
of clause (ii) thereof, replacing the period at the end of clause (iii) thereof with ; and and
inserting the following clause (iv) at the end thereof:
(iv) if such Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded is subordinated in right of payment to the Obligations, such
extension, refinancing, renewal, replacement, defeasance or refunding
Indebtedness shall be subordinated in right of payment to the Obligations on
terms at least as favorable to the Lenders,
taken as a whole, as those contained in the documentation governing the
Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.
(h) the definitions of Requisite Financial Statements and Requisite Ratings are deleted in
their entirety.
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Section 3. Section 2.24 (Incremental Credit Extensions). Section 2.24 of the Credit
Agreement is amended by (i) replacing the reference to $50,000,000 with a reference to
$200,000,000 and (ii) inserting the following at the end of the fourth sentence thereof:
(provided that (1) if, following the incurrence of any Incremental Term
Loans, the aggregate amount of Incremental Term Loans and Revolving Credit
Commitment Increases would exceed $50,000,000, then (x) if the Effective Yield
for such Incremental Term Loans as of the date of incurrence of such Incremental
Term Loans exceeds the Effective Yield then applicable to any tranche of
outstanding Term Loans or Incremental Term Loans (the amount of such excess being
referred to herein as the Term Loan Yield Differential), then the
Applicable Margin then in effect for such Term Loans and Incremental Term Loans
shall automatically be increased by the Term Loan Yield Differential at each
level in the pricing grid, effective upon the making of the Incremental Term
Loans and (y) the weighted average life to maturity of the Incremental Term Loans
shall be no shorter than the weighted average life to maturity of the Term Loans
and (2) if, following the effectiveness of any Revolving Credit Commitment
Increase, the aggregate amount of Revolving Credit Commitments would exceed
$75,000,000, then if the Effective Yield for the Revolving Credit Commitments
effected pursuant to such Revolving Credit Commitment Increase as of the
effective date of such Revolving Credit Commitment Increase exceeds the sum of
the Effective Yield then applicable to any tranche of outstanding Term Loans or
Incremental Term Loans and 0.50% (the amount of such excess being referred to
herein as the Revolving Credit Yield Differential), then the Applicable
Margin then in effect for such Term Loans and Incremental Term Loans shall
automatically be increased by the Revolving Credit Yield Differential at each
level in the pricing grid, effective upon the effectiveness of the Revolving
Credit Commitment Increase).
Section 4. Sections 6.1 and 6.2 (Financial Statements and Certificates; Other Information).
Each instance of the parenthetical phrase (except, until such time as clause (ii) of the
definition of Applicable Margin has been satisfied, with respect to the impact of matters
disclosed on Schedule 4.1) in Sections 6.1 and 6.2 of the Credit Agreement is deleted in its
entirety.
Section 5. Section 7.1 (Consolidated Leverage Ratio). The table appearing in Section 7.1 of
the Credit Agreement is amended and restated in its entirety to read as follows:
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Consolidated |
Fiscal Quarter |
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Leverage Ratio |
July 31, 2007
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6.00 to 1.00 |
October 31, 2007
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6.00 to 1.00 |
January 31, 2008
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5.50 to 1.00 |
April 30, 2008
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5.50 to 1.00 |
July 31, 2008
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5.50 to 1.00 |
October 31, 2008
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5.50 to 1.00 |
January 31, 2009
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4.50 to 1.00 |
April 30, 2009
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4.50 to 1.00 |
July 31, 2009
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4.50 to 1.00 |
October 31, 2009
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4.50 to 1.00 |
January 31, 2010
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3.50 to 1.00 |
April 30, 2010
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3.50 to 1.00 |
July 31, 2010
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3.50 to 1.00 |
October 31, 2010
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3.50 to 1.00 |
January 31, 2011
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3.50 to 1.00 |
April 30, 2011
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3.50 to 1.00 |
July 31, 2011
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3.50 to 1.00 |
October 31, 2011
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3.50 to 1.00 |
January 31, 2012 and thereafter
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3.00 to 1.00 |
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Section 6. Section 7.2 (Limitation on Indebtedness). Paragraph (j) of Section 7.2 of the
Credit Agreement is amended and restated in its entirety to read as follows:
unsecured or subordinated Indebtedness of the Borrower having no scheduled
principal payments or prepayments prior to the later of the Term Loan Maturity
Date and the latest maturity date of any Incremental Term Loans at such time and
any Permitted Refinancing thereof; provided that at the time of the
incurrence of such Indebtedness (i) no Default or Event of Default exists or will
exist after giving effect to incurrence of such Indebtedness or the use of
proceeds thereof and (ii) the Borrower would be in compliance with the covenant
set forth in Section 7.1 determined on a pro forma basis as of the last day of
the most recently ended fiscal quarter for which the Borrowers consolidated
financial statements have been delivered hereunder; provided further that
the sum of (i) the aggregate amount of Indebtedness incurred to finance Permitted
Acquisitions of entities which are not or do not become Subsidiary Guarantors,
after giving effect to any such Permitted Acquisition and (ii) the aggregate
amount of Permitted Acquisition Indebtedness of Subsidiaries that are not
Subsidiary Guarantors, shall not exceed $25,000,000; provided
further that such aggregate limitation shall be increased to $50,000,000
at any time when the Consolidated Leverage Ratio as at the last day of the most
recent fiscal quarter for which the Borrowers consolidated financial statements
have been delivered hereunder and after giving pro forma effect to any incurrence
or assumption of such Indebtedness is less than 3.00 to 1.00; provided
further that (A) notwithstanding anything herein to the contrary, such
Indebtedness shall not at any time benefit from any guarantee other than an
unsecured or subordinated guarantee by a Subsidiary Guarantor and
(B) if subordinated, such Indebtedness and each such guarantee shall be
subordinated in right of payment to the Obligations on terms and pursuant to
documentation reasonably satisfactory to the Administrative Agent;
Section 7. Representations of the Borrower. The Borrower represents and warrants that:
(a) the representations and warranties of the Loan Parties set forth in Section 4 of the
Credit Agreement and in each other Loan Document are true and correct in all material respects on
and as of the date hereof, except in each case to the extent such representations and warranties
expressly relate to an earlier date, in which case such representations and warranties were true
and correct in all material respects as of such earlier date;
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(b) no Default or Event of Default has occurred and is continuing as of the date hereof;
(c) each Loan Party has the corporate power and authority, and the legal right, to make,
deliver and perform this Agreement and the other Loan Documents as modified hereby. Each Loan Party
has taken all necessary corporate action to authorize the execution, delivery and performance of
this Agreement. No consent or authorization of, filing with, notice to or other act by or in
respect of, any Governmental Authority or any other Person is required in connection with the
execution, delivery, performance, validity or enforceability of this Agreement, except for such as
have been obtained or made and are in full force and effect and filings in respect hereof required
under the Exchange Act. This Amendment has been duly executed and delivered on behalf of each Loan
Party. This Amendment constitutes, and each Loan Document as modified hereby constitutes, a legal,
valid and binding obligation of each Loan Party that is a party hereto or thereto, enforceable
against each such Loan Party in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors rights generally and by general equitable principles (whether enforcement
is sought by proceedings in equity or at law);
(d) the execution, delivery and performance of this Amendment and the Loan Documents as
modified hereby will not violate any Requirement of Law or any material Contractual Obligation of
the Borrower or any of its Subsidiaries and will not result in, or require, the creation or
imposition of any Lien on any of their respective properties or revenues pursuant to any
Requirement of Law or any such material Contractual Obligation (other than the Liens created by the
Security Documents); and
(e) the Borrower has previously received Corporate Ratings from each of Moodys and S&P and
has previously delivered to the Administrative Agent the Requisite Financial Statements (as defined
in the Credit Agreement as in effect immediately prior to giving effect to this Amendment).
Section 8. Effectiveness. This Amendment shall become effective on the first date on which
all of the following conditions have been satisfied (such date, the Effective Date):
(a) the Administrative Agent shall have received from the Borrower, each Subsidiary Guarantor
and the Required Lenders an executed counterpart hereof or other written confirmation (in form
satisfactory to the Administrative Agent) that such party has signed a counterpart hereof;
(b) the Administrative Agent shall have received from Verint Video Solutions Inc. (Verint
Video), as Grantor, an executed counterpart of an amendment substantially in the form attached
hereto as Exhibit A (the Mortgage Amendment) to that certain Deed of Trust, Security Agreement,
Assignment of Leases and Rents, Fixture Filing and Financing Statement dated as of July 24, 2007
(the Existing Mortgage);
(c) the Administrative Agent shall have received from the Borrower a fee for the account of
each Lender that has executed and delivered a signature page hereto to the Administrative Agent no
later than 5:00 p.m. (New York time) on July 26, 2010 (or such later deadline, if any, as may be
agreed to by the Borrower and indicated by the Administrative Agent to the Lenders for receipt of
signatures) in an amount equal to 10 basis points of the sum of such Lenders outstanding principal
amount of Term Loans and Revolving Credit Commitment (whether used or unused) immediately prior to
the effectiveness of this Amendment;
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(d) any fees and expenses owing by the Borrower to the Administrative Agent (or its
affiliates), as separately agreed to in writing by the Borrower and the Administrative Agent (or
its affiliates) and invoiced to the Borrower in reasonable detail prior to the date hereof, shall
have been paid in full;
(e) the Administrative Agent shall have received a written opinion of Jones Day, counsel to
the Borrower and its Subsidiaries, dated as of the date hereof, in form and substance reasonably
satisfactory to the Administrative Agent; and
(f) the Administrative Agent shall have received such certificates, resolutions or other
documents of the Loan Parties as the Administrative Agent may reasonably require in connection
herewith, including all documents and certificates it may reasonably request relating to (i) the
organization, existence and good standing of each Loan Party, (ii) the corporate or other authority
for and validity of this Amendment and each Loan Document as modified hereby and (iii) the
incumbency of the officers of each Loan Party executing this Amendment, and other matters relevant
hereto, all in form and substance reasonably satisfactory to the Administrative Agent.
Section 9. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York.
Section 10. Consent to Mortgage Amendment. Each Loan Party and each Lender party hereto
hereby consents to the Administrative Agent and Verint Video entering into the Mortgage Amendment.
Section 11. Confirmation of Guaranties and Security Interests. By signing this Amendment,
each Loan Party hereby confirms that (i) the obligations of the Loan Parties under the Credit
Agreement as modified hereby and the other Loan Documents (including the Existing Mortgage, as
modified by the Mortgage Amendment) constitute Obligations, (ii) the Secured Parties are entitled
to the benefits of the guarantees and the security interests set forth or created in the Guarantee
and Collateral Agreement and the
other Loan Documents (including the Existing Mortgage, as modified by the Mortgage Amendment)
and (iii) notwithstanding the effectiveness of the terms hereof, the Guarantee and Collateral
Agreement and the other Loan Documents (including the Existing Mortgage, as modified by the
Mortgage Amendment) are, and shall continue to be, in full force and effect and are hereby ratified
and confirmed in all respects.
Section 12. Counterparts. This Amendment may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.
Section 13. Loan Document. This Amendment shall constitute a Loan Document for all purposes
of the Credit Agreement.
Section 14. Cover Page. On the Effective Date, the cover page to the Credit Agreement will
be replaced with the cover page attached hereto as Exhibit B, and the Persons listed as Agents on
such cover page shall be assigned the titles appearing therein.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.
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BORROWER
VERINT SYSTEMS INC. |
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By:
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/s/ Douglas Robinson |
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Name: Douglas Robinson |
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Title: Chief Financial Officer |
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SUBSIDIARY GUARANTORS
VERINT VIDEO SOLUTIONS INC.
VERINT AMERICAS INC.
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(f/k/a Witness Systems, Inc.)
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VERINT WITNESS SYSTEMS LLC
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(f/k/a Witness Systems, LLC)
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VERINT BLUE PUMPKIN SOFTWARE LLC |
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(f/k/a Blue Pumpkin Software, LLC) |
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By:
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/s/ Douglas Robinson |
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Name: Douglas Robinson |
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Title: Treasurer |
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ADMINISTRATIVE AGENT
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent |
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By:
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/s/ Jay Chall |
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Name: Jay Chall
Title: Director |
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By:
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/s/ Christopher Reo Day |
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Name: Christopher Reo Day |
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Title: Associate |
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- 2 -
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LENDER
Ares Enhanced Loan Investment Strategy III, Ltd.,
Ares Enhanced Loan Investment Strategy III, Ltd. |
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By: Ares Enhanced Loan Management III, L.P., its Portfolio Manager
By: Ares Enhanced Loan III GP, LLC, its General Partner |
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By:
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/s/ Americo Casella |
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Name: Americo Casella |
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Title: Vice President |
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LENDER
Ares Institutional Loan Fund B.V.,
Ares Institutional Loan Fund B.V.
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By: Ares Management Limited, as Manager |
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By:
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/s/ Americo Casella |
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Name: Americo Casella |
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Title: Vice President |
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LENDER
Ares XII CLO Ltd.,
Ares XII CLO Ltd.,
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By: Ares CLO Management XIII, L.P., its Asset Manager
By: Ares CLO GP XIII, LLC., its General Partner |
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By:
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/s/ Americo Casella |
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Name: Americo Casella |
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Title: Vice President |
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- 3 -
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LENDER
ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD.,
ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD.
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By: ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT, L.P., ITS MANAGER
By: ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT, GP, LLC, AS GENERAL
PARTNER |
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By:
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/s/ Seth J. Brufsky |
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Name: Seth J. Brufsky |
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Title: Vice President |
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LENDER
Confluent 2 Limited,
Confluent 2 Limited
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By: Ares Private Account Management I, L.P., as Sub-Manager
By: Ares Private Account Management I GP, LLC, its General Partner |
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By:
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/s/ Americo Casella |
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Name: Americo Casella |
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Title: Vice President |
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- 4 -
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LENDER
Future Fund Board of Guardians |
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By: Ares Enhanced Loan Investment Strategy Advisor IV, L.P., its Investment
Manager (on behalf of the Elis IV Sub Account)
By: Ares Enhanced Loan Investment Strategy Advisor IV GP, LLC, its General
Partner |
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By:
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/s/ Americo Casella |
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Name: Americo Casella |
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Title: Vice President |
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LENDER
SEI Institutional Managed Trust Enhanced Income Fund,
SEI Institutional Managed Trust Enhanced Income Fund |
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By: Ares Management LLC, as Portfolio Manager |
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By:
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/s/ Americo Casella |
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Name: Americo Casella |
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Title: Vice President |
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LENDER
Sei Institutional Investments Trust Enhanced LIBOR Opportunities Fund,
Sei Institutional Investments Trust Enhanced LIBOR Opportunities Fund |
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By: Ares Management LLC, as Portfolio Manager |
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By:
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/s/ Americo Casella |
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Name: Americo Casella |
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Title: Vice President |
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- 5 -
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LENDER
Barclays Bank PLC, |
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By:
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/s/ Tina Wong |
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Name: Tina Wong |
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Title: Authorized Signatory |
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If a second signature is required: |
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By: |
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Name: |
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Title: |
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LENDER
Essex Park CDO Ltd.
By: Blackstone Debt Advisors L.P. as Collateral Manager |
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By:
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/s/ Daniel H. Smith |
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Name: Daniel H. Smith |
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Title: Authorized Signatory |
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LENDER
Inwood Park CDO Ltd.
By: Blackstone Debt Advisors L.P., as Collateral Manager |
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By:
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/s/ Daniel H. Smith |
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Name: Daniel H. Smith |
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Title: Authorized Signatory |
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- 6 -
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LENDER
Lafayette Square CDO Ltd.
By: Blackstone Debt Advisors L.P., as Collateral Manager |
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By:
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/s/ Daniel H. Smith |
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Name: Daniel H. Smith |
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Title: Authorized Signatory |
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LENDER
Monument Park CDO Ltd.
By: Blackstone Debt Advisors L.P., as Collateral Manager |
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By:
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/s/ Daniel H. Smith |
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Name: Daniel H. Smith |
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Title: Authorized Signatory |
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LENDER
Prospect Park CDO Ltd.
By: Blackstone Debt Advisors L.P., as Collateral Manager |
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By:
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/s/ Daniel H. Smith |
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Name: Daniel H. Smith |
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Title: Authorized Signatory |
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- 7 -
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LENDER
Credit Suisse Loan Funding LLC
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By:
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/s/ Barry Zamore |
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Name: Barry Zamore |
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Title: Managing Director |
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By:
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/s/ Sathish Shanthan |
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Name: Sathish Shanthan |
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Title: Authorized Signatory |
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LENDER
Arizona State Retirement System |
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By: Credit Suisse Alternative Capital, Inc., its Investment Adviser |
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By:
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/s/ Louis Farano |
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Name: Louis Farano |
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Title: Authorized Signatory |
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If a second signature is required: |
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By: |
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Name: |
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Title: |
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- 8 -
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LENDER
Atrium CDO |
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By:
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/s/ Louis Farano |
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Name: Louis Farano |
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Title: Authorized Signatory |
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If a second signature is required: |
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By: |
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Name: |
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Title: |
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LENDER
Atrium II |
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By:
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/s/ Louis Farano |
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Name: Louis Farano |
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Title: Authorized Signatory |
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If a second signature is required: |
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By: |
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Name: |
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Title: |
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- 9 -
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LENDER
Atrium III |
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By:
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/s/ Louis Farano |
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Name: Louis Farano |
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Title: Authorized Signatory |
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If a second signature is required: |
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By: |
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Name: |
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Title: |
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LENDER
Atrium IV |
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By:
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/s/ Louis Farano |
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Name: Louis Farano |
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Title: Authorized Signatory |
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If a second signature is required: |
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By: |
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Name: |
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Title: |
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- 10 -
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LENDER
Atrium V |
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By: Credit Suisse Alternative Capital, Inc., as Collateral Manager |
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By:
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/s/ Louis Farano |
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Name: Louis Farano |
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Title: Authorized Signatory |
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If a second signature is required: |
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By: |
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Name: |
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Title: |
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LENDER
Atrium VI |
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By: Credit Suisse Alternative Capital, Inc., as Collateral Manager |
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By:
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/s/ Louis Farano |
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Name: Louis Farano |
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Title: Authorized Signatory |
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If a second signature is required: |
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By: |
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Name: |
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Title: |
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- 11 -
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LENDER
Bentham Wholesale Syndicated Loan Fund
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By: |
Credit Suisse Alternative Capital, Inc., as Agent (Sub Advisor) for Challenger Investment Services Limited, the Responsible Entity for Bentham
Wholesale Syndicated Loan Fund
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By: |
/s/ Louis Farano
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Name: |
Louis Farano |
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Title: |
Authorized Signatory |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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LENDER
BA/CSCredit1 LLC
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By: |
Credit Suisse Alternative Capital, Inc., as Investment Manager duly appointed by Verizon Investment Management Corp. in its capacity as Managing Member of BA/CSCredit1 LLC
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By: |
/s/ Louis Farano
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Name: |
Louis Farano |
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Title: |
Authorized Signatory
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If a second signature is required:
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By: |
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Name: |
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Title: |
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- 12 -
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LENDER
Castle Garden Funding
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By: |
/s/ Louis Farano
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Name: |
Louis Farano |
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Title: |
Authorized Signatory |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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LENDER
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Revolving Credit Lender
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By: |
/s/ James Moran
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Name: |
James Moran |
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Title: |
Managing Director |
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By: |
/s/ Christopher Reo Day |
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Name: |
Christopher Reo Day |
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Title: |
Associate |
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LENDER
Credit Suisse Dollar Senior Loan Fund, Ltd.
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By: Credit Suisse Alternative Capital Inc., as Investment Manager
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By: |
/s/ Louis Farano
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Name: |
Louis Farano |
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Title: |
Authorized Signatory |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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- 13 -
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LENDER
CSAM Funding I
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By: |
/s/ Louis Farano
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Name: |
Louis Farano |
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Title: |
Authorized Signatory |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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LENDER
CSAM Funding II
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By: |
/s/ Louis Farano
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Name: |
Louis Farano |
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Title: |
Authorized Signatory |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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- 14 -
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LENDER
CSAM Funding III
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By: |
/s/ Louis Farano
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Name: |
Louis Farano |
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Title: |
Authorized Signatory |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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LENDER
CSAM Funding IV
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By: |
/s/ Louis Farano
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Name: |
Louis Farano |
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Title: |
Authorized Signatory |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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- 15 -
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LENDER
Madison Park Funding I, Ltd,
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By: |
/s/ Louis Farano
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Name: |
Louis Farano |
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Title: |
Authorized Signatory |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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LENDER
Madison Park Funding II, Ltd.
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By: |
Credit Suisse Alternative Capital, Inc., as Collateral Manager
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By: |
/s/ Louis Farano
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Name: |
Louis Farano |
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Title: |
Authorized Signatory |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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- 16 -
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LENDER
Madison Park Funding III, Ltd.
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By: |
Credit Suisse Alternative Capital, Inc., as Collateral Manager
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By: |
/s/ Louis Farano
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Name: |
Louis Farano |
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Title: |
Authorized Signatory |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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LENDER
Madison Park Funding IV, Ltd.
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By: |
Credit Suisse Alternative Capital, Inc., as Collateral Manager
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By: |
/s/ Louis Farano
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Name: |
Louis Farano |
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Title: |
Authorized Signatory |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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- 17 -
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LENDER
Madison Park Funding V, Ltd.
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By: |
Credit Suisse Alternative Capital, Inc., as Collateral Manager
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By: |
/s/ Louis Farano
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Name: |
Louis Farano |
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Title: |
Authorized Signatory |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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LENDER
Madison Park Funding VI, Ltd.
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By: |
Credit Suisse Alternative Capital, Inc., as Collateral Manager
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By: |
/s/ Louis Farano
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Name: |
Louis Farano |
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Title: |
Authorized Signatory |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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- 18 -
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LENDER
Empyrean Investments, LLC
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By: |
Credit Suisse Alternative Capital, Inc., as Collateral Manager
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By: |
/s/ Anthony Hynes
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Name: |
Anthony Hynes |
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Title: |
Authorized Signatory |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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LENDER
Foothill CLO I, Ltd.
|
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By: |
The Foothill Group, Inc.,
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|
as attorney-in-fact, |
|
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By: |
/s/ Greg Apkarian
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Name: |
Greg Apkarian |
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Title: |
Managing Member |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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- 19 -
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LENDER
The Foothill Group, Inc.,
|
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By: |
/s/ Greg Apkarian
|
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|
Name: |
Greg Apkarian |
|
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Title: |
Vice President |
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If a second signature is required:
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By: |
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Name: |
|
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Title: |
|
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|
|
LENDER
First Trust/Four Corners Senior Floating Rate Income Fund
|
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|
By: |
Four Corners Capital Management, LLC As Sub-Adviser
|
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|
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|
By: |
/s/ Kapil Singh
|
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|
Name: |
Kapil Singh, CFA |
|
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|
Title: |
Senior Vice President |
|
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|
LENDER
First Trust/Four Corners Senior Floating Rate Income Fund
|
|
|
By: |
Four Corners Capital Management, LLC As Sub-Adviser
|
|
|
|
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By: |
/s/ Kapil Singh
|
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Name: |
Kapil Singh, CFA |
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Title: |
Senior Vice President |
|
- 20 -
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LENDER
SFR, Ltd.
|
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|
By: |
Four Corners Capital Management, LLC As Collateral Manager
|
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By: |
/s/ Kapil Singh
|
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|
Name: |
Kapil Singh, CFA |
|
|
|
Title: |
Senior Vice President |
|
|
|
LENDER
General Electric Capital Corporation,
|
|
|
By: |
/s/ Jeff Skinner
|
|
|
|
Name: |
Jeff Skinner |
|
|
|
Title: |
Duly Authorized Signatory |
|
|
|
LENDER
Golden Gate Capital SPV, Ltd.
|
|
|
By: |
/s/ Rob Stobo
|
|
|
|
Name: |
Rob Stobo |
|
|
|
Title: |
Manager |
|
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|
If a second signature is required:
|
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By: |
|
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|
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Name: |
|
|
|
|
Title: |
|
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|
- 21 -
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LENDER
GGC Finance Partnership, LP
|
|
|
By: |
/s/ Rob Stobo
|
|
|
|
Name: |
Rob Stobo |
|
|
|
Title: |
Trader |
|
|
|
If a second signature is required:
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
|
LENDER
GoldenTree Loan Opportunities III, Limited
|
|
|
By: |
GoldenTree Asset Management, LP
|
|
|
|
|
|
By: |
/s/ William D. Christian
|
|
|
|
Name: |
William D. Christian |
|
|
|
Title: |
Chief Operating Officer |
|
|
|
LENDER
GoldenTree Loan Opportunities IV, Ltd.
|
|
|
By: |
GoldenTree Asset Management, LP
|
|
|
|
|
|
By: |
/s/ William D. Christian
|
|
|
|
Name: |
William D. Christian |
|
|
|
Title: |
Chief Operating Officer |
|
|
|
LENDER
GoldenTree Loan Opportunities V, Limited
|
|
|
By: |
GoldenTree Asset Management, LP
|
|
|
|
|
|
By: |
/s/ William D. Christian
|
|
|
|
Name: |
William D. Christian |
|
|
|
Title: |
Chief Operating Officer |
|
- 22 -
|
|
|
|
|
|
LENDER
GoldenTree Leverage Loan Financing I, Ltd.
|
|
|
By: |
GoldenTree Leverage Loan Manager, LLC
|
|
|
|
|
|
By: |
/s/ William D. Christian
|
|
|
|
Name: |
William D. Christian |
|
|
|
Title: |
Chief Operating Officer |
|
|
|
LENDER
GoldenTree Credit Opportunities Financing I, Limited
|
|
|
By: |
GoldenTree Asset Management, LP
|
|
|
|
|
By: |
/s/ William D. Christian
|
|
|
|
Name: |
William D. Christian |
|
|
|
Title: |
Chief Operating Officer |
|
|
|
LENDER
GoldenTree Capital Opportunities, LP
|
|
|
By: |
GoldenTree Asset Management, LP
|
|
|
|
|
|
By: |
/s/ William D. Christian
|
|
|
|
Name: |
William D. Christian |
|
|
|
Title: |
Chief Operating Officer |
|
- 23 -
|
|
|
|
|
|
LENDER
ABS Loans 2007 Limited, a subsidiary of Goldman Sachs Institutional Funds II
PLC,
|
|
|
By: |
/s/ Keith Rothwell
|
|
|
|
Name: |
Keith Rothwell |
|
|
|
Title: |
Authorized Signatory |
|
|
|
If a second signature is required:
|
|
|
By: |
/s/ Simon Firbank
|
|
|
|
Name: |
Simon Firbank |
|
|
|
Title: |
Authorized Signatory |
|
|
|
LENDER
Callidus Debt Partners CLO Fund VI, Ltd.
|
|
|
By: |
GSO/Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By: |
/s/ Daniel H. Smith
|
|
|
|
Name: |
Daniel H. Smith |
|
|
|
Title: |
Chief Operating Officer |
|
|
|
LENDER
Callidus Debt Partners CLO Fund VII, Ltd.
|
|
|
By: |
GSO/Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By: |
/s/ Daniel H. Smith
|
|
|
|
Name: |
Daniel H. Smith |
|
|
|
Title: |
Authorized Signatory |
|
- 24 -
|
|
|
|
|
|
LENDER
Chelsea Park CLO Ltd.
|
|
|
By: |
GSO/Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By: |
/s/ Daniel H. Smith
|
|
|
|
Name: |
Daniel H. Smith |
|
|
|
Title: |
Authorized Signatory |
|
|
|
LENDER
FM Leveraged Capital Fund I
|
|
|
By: |
GSO/Blackstone Debt Funds Management LLC as Subadviser to FriedbergMilstein LLC
|
|
|
|
|
|
By: |
/s/ Daniel H. Smith
|
|
|
|
Name: |
Daniel H. Smith |
|
|
|
Title: |
Authorized Signatory |
|
|
|
LENDER
FM Leveraged Capital Fund II
|
|
|
By: |
GSO/Blackstone Debt Funds Management LLC as Subadviser to FriedbergMilstein LLC
|
|
|
|
|
|
By: |
/s/ Daniel H. Smith
|
|
|
|
Name: |
Daniel H. Smith |
|
|
|
Title: |
Authorized Signatory |
|
|
|
LENDER
FriedbergMilstein Private Capital Fund I
|
|
|
By: |
GSO/Blackstone Debt Funds Management LLC as Subadviser to FriedbergMilstein LLC
|
|
|
|
|
|
By: |
/s/ Daniel H. Smith
|
|
|
|
Name: |
Daniel H. Smith |
|
|
|
Title: |
Authorized Signatory |
|
- 25 -
|
|
|
|
|
|
LENDER
Gale Force 1 CLO, Ltd.
|
|
|
By: |
GSO/Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By: |
/s/ Daniel H. Smith
|
|
|
|
Name: |
Daniel H. Smith |
|
|
|
Title: |
Authorized Signatory |
|
|
|
LENDER
Gale Force 3 CLO, Ltd.
|
|
|
By: |
GSO/Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By: |
/s/ Daniel H. Smith
|
|
|
|
Name: |
Daniel H. Smith |
|
|
|
Title: |
Authorized Signatory |
|
|
|
LENDER
Gale Force 4 CLO, Ltd.
|
|
|
By: |
GSO/Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By: |
/s/ Daniel H. Smith
|
|
|
|
Name: |
Daniel H. Smith |
|
|
|
Title: |
Authorized Signatory |
|
|
|
LENDER
Gale Force 2 CLO, Ltd.
|
|
|
By: |
GSO/Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By: |
/s/ Daniel H. Smith
|
|
|
|
Name: |
Daniel H. Smith |
|
|
|
Title: |
Authorized Signatory |
|
- 26 -
|
|
|
|
|
|
LENDER
Hudson Straits CLO 2004, Ltd.
|
|
|
By: |
GSO/Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By: |
/s/ Daniel H. Smith
|
|
|
|
Name: |
Daniel H. Smith |
|
|
|
Title: |
Authorized Signatory |
|
|
|
LENDER
Maps CLO Fund II, Ltd.
|
|
|
By: |
GSO/Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By: |
/s/ Daniel H. Smith
|
|
|
|
Name: |
Daniel H. Smith |
|
|
|
Title: |
Authorized Signatory |
|
|
|
LENDER
Riverside Park CLO Ltd.
|
|
|
By: |
GSO/Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By: |
/s/ Daniel H. Smith
|
|
|
|
Name: |
Daniel H. Smith |
|
|
|
Title: |
Authorized Signatory |
|
|
- 27 -
|
|
|
|
|
|
LENDER
Tribeca Park CLO Ltd.
|
|
|
By: |
GSO/Blackstone Debt Funds Management LLC as Collateral Manager
|
|
|
|
|
|
By: |
/s/ Daniel H. Smith
|
|
|
|
Name: |
Daniel H. Smith |
|
|
|
Title: |
Authorized Signatory |
|
- 28 -
|
|
|
|
|
|
LENDER
Gulf Stream-Compass CLO 2004-1, Ltd.
|
|
|
By: |
Gulf Stream Asset Management LLC As Collateral Manager
|
|
|
Gulf Stream-Compass CLO 2005-1, Ltd. |
|
|
By: |
Gulf Stream Asset Management LLC As Collateral Manager
|
|
|
Gulf Stream-Compass CLO 2005-II, Ltd. |
|
|
By: |
Gulf Stream Asset Management LLC As Collateral Manager
|
|
|
Gulf Stream-Sextant CLO 2006-1, Ltd. |
|
|
By: |
Gulf Stream Asset Management LLC As Collateral Manager
|
|
|
Gulf Stream-Rashinban CLO 2006-1, Ltd. |
|
|
By: |
Gulf Stream Asset Management LLC As Collateral Manager
|
|
|
Gulf Stream-Sextant CLO 2007-1, Ltd. |
|
|
By: |
Gulf Stream Asset Management LLC As Collateral Manager
|
|
|
Gulf Stream-Compass CLO 2007, Ltd. |
|
|
By: |
Gulf Stream Asset Management LLC As Collateral Manager
|
|
|
Neptune Finance CCS, Ltd. |
|
|
By: |
Gulf Stream Asset Management LLC As Collateral Manager
|
|
|
|
|
|
By: |
/s/ Barry K. Love
|
|
|
|
Name: |
Barry K. Love |
|
|
|
Title: |
Chief Credit Officer |
|
- 29 -
|
|
|
|
|
|
LENDER
Bushnell Loan Fund II, Ltd.
|
|
|
By: |
/s/ Patrick M. Cook
|
|
|
|
Name: |
Patrick M. Cook |
|
|
|
Title: |
Assistant Vice President |
|
|
|
If a second signature is required:
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
|
LENDER
The Hartford Mutual Funds, Inc., on behalf of The Hartford Floating Rate Fund
|
|
|
By: |
Hartford Investment Management Company, Its Sub-advisor
|
|
|
|
|
|
By: |
/s/ Michael Pineav
|
|
|
|
Name: |
Michael Pineav |
|
|
|
Title: |
Vice President |
|
|
|
If a second signature is required:
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
- 30 -
|
|
|
|
|
|
LENDER
Stedman Loan Fund II, Ltd.
|
|
|
By: |
/s/ Patrick M. Cook
|
|
|
|
Name: |
Patrick M. Cook |
|
|
|
Title: |
Assistant Vice President |
|
|
|
If a second signature is required:
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
|
LENDER
Armstrong Loan Funding, Ltd.
|
|
|
By: |
Highland Capital Management, L.P., As Collateral Manager
|
|
|
By: |
Strand Advisors, Inc., Its General Partner
|
|
|
|
|
|
By: |
/s/ Jason Post
|
|
|
|
Name: |
Jason Post |
|
|
|
Title: |
Operations Director |
|
|
|
If a second signature is required:
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
- 31 -
|
|
|
|
|
|
LENDER
Brentwood CLO Ltd.
|
|
|
By: |
Highland Capital Management, L.P., As Collateral Manager
|
|
|
By: |
Strand Advisors, Inc., Its General Partner
|
|
|
|
|
|
By: |
/s/ Jason Post
|
|
|
|
Name: |
Jason Post |
|
|
|
Title: |
Operations Director |
|
|
|
If a second signature is required:
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
|
LENDER
Eastland CLO, Ltd.
|
|
|
By: |
Highland Capital Management, L.P., As Collateral Manager
|
|
|
By: |
Strand Advisors, Inc., Its General Partner
|
|
|
|
|
|
By: |
/s/ Jason Post
|
|
|
|
Name: |
Jason Post |
|
|
|
Title: |
Operations Director |
|
|
|
If a second signature is required:
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
- 32 -
|
|
|
|
|
|
LENDER
Gleneagles CLO, Ltd.
|
|
|
By: |
Highland Capital Management, L.P., As Collateral Manager
|
|
|
By: |
Strand Advisors, Inc., Its General Partner
|
|
|
|
By: |
/s/ Jason Post
|
|
|
|
Name: |
Jason Post |
|
|
|
Title: |
Operations Director |
|
|
|
If a second signature is required:
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
|
LENDER
Grayson CLO, Ltd.
|
|
|
By: |
Highland Capital Management, L.P., As Collateral Manager
|
|
|
By: |
Strand Advisors, Inc., Its General Partner
|
|
|
|
|
|
By: |
/s/ Jason Post
|
|
|
|
Name: |
Jason Post |
|
|
|
Title: |
Operations Director |
|
|
|
If a second signature is required:
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
- 33 -
|
|
|
|
|
|
LENDER
Greenbriar CLO, Ltd.
|
|
|
By: |
Highland Capital Management, L.P., As Collateral Manager
|
|
|
By: |
Strand Advisors, Inc., Its General Partner
|
|
|
|
|
|
By: |
/s/ Jason Post
|
|
|
|
Name: |
Jason Post |
|
|
|
Title: |
Operations Director |
|
|
|
If a second signature is required:
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
|
LENDER
Jasper CLO Ltd.
|
|
|
By: |
Highland Capital Management, L.P., As Collateral Manager
|
|
|
By: |
Strand Advisors, Inc., Its General Partner
|
|
|
|
|
|
By: |
/s/ Jason Post
|
|
|
|
Name: |
Jason Post |
|
|
|
Title: |
Operations Director |
|
|
|
If a second signature is required:
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
- 34 -
|
|
|
|
|
|
LENDER
Highland Credit Opportunities CDO Ltd.
|
|
|
By: |
Highland Capital Management, L.P., As Collateral Manager
|
|
|
By: |
Strand Advisors, Inc., Its General Partner
|
|
|
|
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By: |
/s/ Jason Post
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Name: |
Jason Post |
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Title: |
Operations Director |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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LENDER
Highland Loan Funding V Ltd.
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By: |
Highland Capital Management, L.P., As Collateral Manager
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By: |
Strand Advisors, Inc., Its General Partner
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By: |
/s/ Jason Post
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Name: |
Jason Post |
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Title: |
Operations Director |
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If a second signature is required:
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Name: |
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- 35 -
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LENDER
Southfork CLO, Ltd.
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By: |
Highland Capital Management, L.P., As Collateral Manager
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By: |
Strand Advisors, Inc., Its General Partner
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By: |
/s/ Jason Post
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Name: |
Jason Post |
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Title: |
Operations Director |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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LENDER
Liberty CLO, Ltd.
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By: |
Highland Capital Management, L.P., As Collateral Manager
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By: |
Strand Advisors, Inc., Its General Partner
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By: |
/s/ Jason Post
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Name: |
Jason Post |
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Title: |
Operations Director |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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- 36 -
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LENDER
Loan Funding IV LLC
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By: |
Highland Capital Management, L.P., As Collateral Manager
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By: |
Strand Advisors, Inc., Its General Partner
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By: |
/s/ Jason Post
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Name: |
Jason Post |
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Title: |
Operations Director |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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LENDER
Loan Funding VII LLC
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By: |
Highland Capital Management, L.P., As Collateral Manager
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By: |
Strand Advisors, Inc., Its General Partner
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By: |
/s/ Jason Post
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Name: |
Jason Post |
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Title: |
Operations Director |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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- 37 -
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LENDER
Longhorn Credit Funding, LLC
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By: |
Highland Capital Management, L.P., As Collateral Manager
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By: |
Strand Advisors, Inc., Its General Partner
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By: |
/s/ Jason Post
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Name: |
Jason Post |
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Title: |
Operations Director |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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LENDER
Red River CLO Ltd.
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By: |
Highland Capital Management, L.P., As Collateral Manager
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By: |
Strand Advisors, Inc., Its General Partner
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By: |
/s/ Jason Post
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Name: |
Jason Post |
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Title: |
Operations Director |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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- 38 -
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LENDER
Rockwall CDO II Ltd.
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By: |
Highland Capital Management, L.P., As Collateral Manager
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By: |
Strand Advisors, Inc., Its General Partner
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By: |
/s/ Jason Post
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Name: |
Jason Post |
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Title: |
Operations Director |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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LENDER
Rockwall CDO Ltd.
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By: |
Highland Capital Management, L.P., As Collateral Manager
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By: |
Strand Advisors, Inc., Its General Partner
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By: |
/s/ Jason Post
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Name: |
Jason Post |
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Title: |
Operations Director |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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- 39 -
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LENDER
Stratford CLO, Ltd.
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By: |
Highland Capital Management, L.P., As Collateral Manager
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By: |
Strand Advisors, Inc., Its General Partner
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By: |
/s/ Jason Post
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Name: |
Jason Post |
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Title: |
Operations Director |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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LENDER
Westchester CLO, Ltd.
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By: |
Highland Capital Management, L.P., As Collateral Servicer
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By: |
Strand Advisors, Inc., Its General Partner
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By: |
/s/ Jason Post
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Name: |
Jason Post |
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Title: |
Operations Director |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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- 40 -
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LENDER
BLT 2009 1 Ltd.
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By: |
INVESCO Senior Secured Management, Inc. As Collateral Manager
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By: |
/s/ John Hayes
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Name: |
John Hayes |
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Title: |
Authorized Signatory |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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LENDER
CELTS CLO 2007 1 LTD
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By: |
INVESCO Senior Secured Management, Inc. As Portfolio Manager
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By: |
/s/ John Hayes
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Name: |
John Hayes |
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Title: |
Authorized Signatory |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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- 41 -
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LENDER
DIVERSIFIED CREDIT PORTFOLIO LTD.
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By: |
INVESCO Senior Secured Management, Inc. As Investment Advisor
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By: |
/s/ John Hayes
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Name: |
John Hayes |
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Title: |
Authorized Signatory |
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If a second signature is required:
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By: |
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Name: |
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Title: |
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LENDER
Hudson Canyon Funding II Subsidiary Holding Company II LLC
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By: |
INVESCO Senior Secured Management, Inc. As Collateral Manager & Attorney In Fact
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By: |
/s/ John Hayes
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|
|
Name: |
John Hayes |
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Title: |
Authorized Signatory |
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|
|
If a second signature is required:
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By: |
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Name: |
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Title: |
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- 42 -
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LENDER
Invesco Floating Rate Fund
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By: |
INVESCO Senior Secured Management, Inc.
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|
As Sub-Adviser |
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By: |
/s/ John Hayes
|
|
|
|
Name: |
John Hayes |
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Title: |
Authorized Signatory |
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|
If a second signature is required:
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By: |
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Name: |
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Title: |
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|
LENDER
Lehman Commercial Paper Inc.,
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By: |
/s/ Randall Braunfeld
|
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|
|
Name: |
Randall Braunfeld |
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Title: |
Authorized Signatory |
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|
|
If a second signature is required:
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By: |
|
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|
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Name: |
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Title: |
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- 43 -
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|
LENDER
Genesis CLO 2007-2 Ltd, by LLCP Advisors LLC as Collateral Manager
|
|
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By: |
/s/ Steven Hatman
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|
Name: |
Steven Hatman |
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Title: |
Vice President |
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LENDER
Confluent 3 Limited
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By: |
INVESCO Senior Secured Management, Inc.
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|
|
As Investment Manager |
|
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|
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By: |
/s/ John Hayes
|
|
|
|
Name: |
John Hayes |
|
|
|
Title: |
Authorized Signatory |
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|
|
If a second signature is required:
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By: |
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Name: |
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Title: |
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|
- 44 -
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|
LENDER
Invesco Prime Income Trust
|
|
|
By: |
INVESCO Senior Secured Management, Inc.
|
|
|
|
As Sub-Advisor |
|
|
|
|
|
By: |
/s/ John Hayes
|
|
|
|
Name: |
John Hayes |
|
|
|
Title: |
Authorized Signatory |
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|
|
If a second signature is required:
|
|
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By: |
|
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|
Name: |
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Title: |
|
|
|
|
LENDER
Invesco Van Kampen Dynamic Credit Opportunities Fund
|
|
|
By: |
INVESCO Senior Secured Management, Inc.
|
|
|
|
As Sub-Adviser |
|
|
|
|
|
By: |
/s/ John Hayes
|
|
|
|
Name: |
John Hayes |
|
|
|
Title: |
Authorized Signatory |
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|
|
If a second signature is required:
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By: |
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|
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Name: |
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Title: |
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|
- 45 -
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|
|
LENDER
Invesco Van Kampen Senior Loan Fund
|
|
|
By: |
INVESCO Senior Secured Management, Inc.
|
|
|
|
As Sub-Adviser |
|
|
|
|
|
By: |
/s/ John Hayes
|
|
|
|
Name: |
John Hayes |
|
|
|
Title: |
Authorized Signatory |
|
|
|
If a second signature is required:
|
|
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By: |
|
|
|
|
Name: |
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|
|
|
Title: |
|
|
|
|
LENDER
Invesco Van Kampen Senior Loan Fund
|
|
|
By: |
INVESCO Senior Secured Management, Inc.
|
|
|
|
As Sub-Adviser |
|
|
|
|
|
By: |
/s/ John Hayes
|
|
|
|
Name: |
John Hayes |
|
|
|
Title: |
Authorized Signatory |
|
|
|
If a second signature is required:
|
|
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By: |
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|
|
|
Name: |
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Title: |
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|
- 46 -
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|
LENDER
Qualcomm Global Trading, Inc.
|
|
|
By: |
Invesco Senior Secured Management, Inc.
|
|
|
|
As Investment Adviser |
|
|
|
|
|
By: |
/s/ John Hayes
|
|
|
|
Name: |
John Hayes |
|
|
|
Title: |
Authorized Signatory |
|
|
|
If a second signature is required:
|
|
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By: |
|
|
|
|
Name: |
|
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|
Title: |
|
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|
|
LENDER
Zodiac Fund Morgan Stanley US Senior Loan Fund
|
|
|
By: |
Morgan Stanley Investment Management Inc.
|
|
|
|
as Investment Manager |
|
|
By: |
Invesco Senior Secured Management, Inc.
|
|
|
|
As Sub Investment Manager |
|
|
|
|
|
By: |
/s/ John Hayes
|
|
|
|
Name: |
John Hayes |
|
|
|
Title: |
Authorized Signatory |
|
|
|
If a second signature is required:
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|
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By: |
|
|
|
|
Name: |
|
|
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|
Title: |
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|
- 47 -
|
|
|
|
|
|
LENDER
LightPoint CLO V Ltd. as a Lender
|
|
|
By: |
Neuburger Berman Fixed Income, LLC as
|
|
|
|
Collateral Manager for the Lender |
|
|
|
|
|
By: |
/s/ Ann E. OHalloran
|
|
|
|
Name: |
Ann E. OHalloran |
|
|
|
Title: |
Vice President |
|
|
|
If a second signature is required:
|
|
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By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
|
LENDER
LightPoint CLO II, Ltd. as a Lender
|
|
|
By: |
Neuburger Berman Fixed Income, LLC as
|
|
|
|
Collateral Manager for the Lender |
|
|
|
|
|
By: |
/s/ Ann E. OHalloran
|
|
|
|
Name: |
Ann E. OHalloran |
|
|
|
Title: |
Vice President |
|
|
|
If a second signature is required:
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By: |
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Name: |
|
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Title: |
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|
- 48 -
|
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|
|
LENDER
LightPoint CLO IV, Ltd. as a Lender
|
|
|
By: |
Neuburger Berman Fixed Income, LLC as
|
|
|
|
Collateral Manager for the Lender |
|
|
|
|
|
By: |
/s/ Ann E. OHalloran
|
|
|
|
Name: |
Ann E. OHalloran |
|
|
|
Title: |
Vice President |
|
|
|
If a second signature is required:
|
|
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By: |
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
|
LENDER
LightPoint CLO VIII, Ltd. as a Lender
|
|
|
By: |
Neuburger Berman Fixed Income, LLC as
|
|
|
|
Collateral Manager for the Lender |
|
|
|
|
|
By: |
/s/ Ann E. OHalloran
|
|
|
|
Name: |
Ann E. OHalloran |
|
|
|
Title: |
Vice President |
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|
|
If a second signature is required:
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By: |
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Name: |
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Title: |
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|
- 49 -
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|
|
LENDER
MainStay VP Floating Rate Portfolio, a series of MainStay VP Series Fund, Inc.
|
|
|
By: |
New York Life Investment Management LLC,
|
|
|
|
its Investment Manager |
|
|
|
|
|
By: |
/s/ John P. Cibbarelli
|
|
|
|
Name: |
John P. Cibbarelli |
|
|
|
Title: |
Managing Director |
|
|
|
If a second signature is required:
|
|
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By: |
|
|
|
|
Name: |
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|
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|
Title: |
|
|
|
|
LENDER
MainStay VP Floating Rate Fund, a series of Eclipse Funds, Inc.
|
|
|
By: |
New York Life Investment Management LLC,
|
|
|
|
its Investment Manager |
|
|
|
|
|
By: |
/s/ John P. Cibbarelli
|
|
|
|
Name: |
John P. Cibbarelli |
|
|
|
Title: |
Managing Director |
|
|
|
If a second signature is required:
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By: |
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Name: |
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Title: |
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|
- 50 -
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|
LENDER
New York Life Insurance and Annuity Corporation
|
|
|
By: |
New York Life Investment Management LLC,
|
|
|
|
its Investment Manager |
|
|
|
|
|
By: |
/s/ John P. Cibbarelli
|
|
|
|
Name: |
John P. Cibbarelli |
|
|
|
Title: |
Managing Director |
|
|
|
If a second signature is required:
|
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By: |
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Name: |
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Title: |
|
|
|
|
LENDER
New York Life Insurance Company
|
|
|
By: |
/s/ John P. Cibbarelli
|
|
|
|
Name: |
John P. Cibbarelli |
|
|
|
Title: |
Managing Director |
|
|
|
If a second signature is required:
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By: |
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Name: |
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Title: |
|
|
- 51 -
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|
|
LENDER
PIONEER FLOATING RATE TRUST
|
|
|
By: |
/s/ Jonathan Sharkey
|
|
|
|
Name: |
Jonathan Sharkey |
|
|
|
Title: |
Portfolio Manager |
|
|
|
If a second signature is required:
|
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By: |
|
|
|
|
Name: |
|
|
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|
Title: |
|
|
|
|
LENDER
PPM Monarch Bay Funding LLC,
|
|
|
By: |
/s/ Stacy Lai
|
|
|
|
Name: |
Stacy Lai |
|
|
|
Title: |
Assistant Vice President |
|
|
|
If a second signature is required:
|
|
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By: |
|
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|
|
Name: |
|
|
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Title: |
|
|
|
|
LENDER
PPM Grayhawk, CLO, Ltd.
|
|
|
By: |
/s/ Chris Kappas
|
|
|
|
Name: |
Chris Kappas |
|
|
|
Title: |
Managing Director |
|
- 52 -
|
|
|
|
|
|
LENDER
Serves 2006-1, Ltd
|
|
|
By: |
/s/ Chris Kappas
|
|
|
|
Name: |
Chris Kappas |
|
|
|
Title: |
Managing Director |
|
|
|
LENDER
Ameriprise Certificate Company
|
|
|
By: |
/s/ Robin C. Stancil
|
|
|
|
Name: |
Robin C. Stancil |
|
|
|
Title: |
Assistant Vice President |
|
|
|
If a second signature is required:
|
|
|
By: |
N/A
|
|
|
|
Name: |
|
|
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|
Title: |
|
|
|
|
LENDER
Cent CDO 10 Limited
|
|
|
By: |
Columbia Management Investment Advisers,
|
|
|
|
LLC, fka RiverSource Investments, LLC As Collateral Manager |
|
|
|
|
|
By: |
/s/ Robin C. Stancil
|
|
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Name: |
Robin C. Stancil |
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Title: |
Director of Operations |
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If a second signature is required:
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By: |
N/A
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Name: |
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Title: |
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- 53 -
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LENDER
Cent CDO 12 Limited
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By: |
Columbia Management Investment Advisers,
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LLC, fka RiverSource Investments, LLC |
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By: |
/s/ Robin C. Stancil
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Name: |
Robin C. Stancil |
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Title: |
Director of Operations |
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If a second signature is required:
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By: |
N/A
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Name: |
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Title: |
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LENDER
Cent CDO 14 Limited
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By: |
Columbia Management Investment Advisers,
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LLC, fka RiverSource Investments, LLC |
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By: |
/s/ Robin C. Stancil
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Name: |
Robin C. Stancil |
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Title: |
Director of Operations |
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By: |
N/A
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Title: |
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- 54 -
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LENDER |
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Cent CDO XI Limited |
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By:
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Columbia Management Investment Advisers, LLC, fka RiverSource Investments,
LLC As Collateral Manager |
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By:
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/s/ Robin C. Stancil
Name: Robin C. Stancil
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Title: Director of Operations |
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If a second signature is required: |
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By:
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N/A
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Title: |
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LENDER |
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Centurion CDO 8 Limited |
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By:
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Columbia Management Investment Advisers, LLC, fka RiverSource Investments, LLC |
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By:
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/s/ Robin C. Stancil
Name: Robin C. Stancil
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Title: Director of Operations |
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If a second signature is required: |
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By:
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N/A
Name:
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Title: |
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- 55 -
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LENDER |
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Centurion CDO VI, Ltd. |
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By:
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Columbia Management Investment Advisers, LLC, fka RiverSource Investments, LLC |
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By:
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/s/ Robin C. Stancil
Name: Robin C. Stancil
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Title: Director of Operations |
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If a second signature is required: |
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By:
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N/A
Name:
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Title: |
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LENDER |
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Centurion CDO VII Limited |
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By:
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Columbia Management Investment Advisers, LLC, fka RiverSource Investments, LLC |
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By:
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/s/ Robin C. Stancil
Name: Robin C. Stancil
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Title: Director of Operations |
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If a second signature is required: |
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By:
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N/A
Name:
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Title: |
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- 56 -
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LENDER |
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Cent CDO 15 Limited |
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By:
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Columbia Management Investment Advisers, LLC, fka RiverSource Investments, LLC |
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By:
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/s/ Robin C. Stancil
Name: Robin C. Stancil
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Title: Assistant Vice President |
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If a second signature is required: |
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By:
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N/A
Name:
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Title: |
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LENDER |
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Centurion CDO 9 Limited |
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By:
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Columbia Management Investment Advisers, LLC, fka RiverSource Investments, LLC |
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By:
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/s/ Robin C. Stancil
Name: Robin C. Stancil
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Title: Director of Operations |
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If a second signature is required: |
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By:
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N/A
Name:
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Title: |
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- 57 -
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LENDER |
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RiverSource Bond Series, Inc. RiverSource Floating Rate Fund |
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By:
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/s/ Robin C. Stancil
Name: Robin C. Stancil
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Title: Assistant Vice President |
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If a second signature is required: |
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By:
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N/A
Name:
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Title: |
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LENDER |
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RiverSource Strategic Allocation Series, Inc. RiverSource Strategic Income Allocation Fund |
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By:
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/s/ Robin C. Stancil
Name: Robin C. Stancil
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Title: Assistant Vice President |
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If a second signature is required: |
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By:
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N/A
Name:
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Title: |
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- 58 -
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LENDER |
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Cortina Funding, |
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By:
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/s/ Arlene Arellano
Name: Arlene Arellano
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Title: Authorized Signatory |
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If a second signature is required: |
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By:
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N/A
Name:
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Title: |
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LENDER |
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WM Pool Fixed Interest Trust No. 7 |
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By:
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Shenkman Capital Management, Inc., as Investment Manager |
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By:
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/s/ Richard H. Weinstein
Name: Richard H. Weinstein
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Title: Executive Vice President |
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LENDER |
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BSA Commingled Endowment Fund, LP, |
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By:
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Shenkman Capital Management, Inc., as Investment Manager |
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By:
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/s/ Richard H. Weinstein
Name: Richard H. Weinstein
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Title: Executive Vice President |
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- 59 -
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LENDER |
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BSA Retirement Plan for Employees |
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By:
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Shenkman Capital Management, Inc., as Investment Manager |
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By:
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/s/ Richard H. Weinstein
Name: Richard H. Weinstein
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Title: Executive Vice President |
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LENDER |
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GMAM Group Pension Trust I |
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By:
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State Street Bank & Trust Company as Trustee For GMAM Group Pension Trust I |
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By:
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/s/ Michael Rex
Name: Michael Rex
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Title: Client Service Officer |
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LENDER |
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VZBFI L.P., |
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By:
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/s/ Roy Kelvin
Name: Roy Kelvin
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Title: CFO |
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- 60 -
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If a second signature is required: |
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By: |
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Name:
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Title: |
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Each of the persons listed on Annex A, Severally but not jointly, as Lender |
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By:
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Wellington Management Company, LLP, as investment adviser |
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By:
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/s/ Robert J. Toner |
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Name: Robert J. Toner |
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Title: Vice President and Counsel |
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- 61 -
Verint Systems Inc.
Annex A
UMC Benefit Board, Inc.
Hiscox Insurance Company (Bermuda) Ltd
Hiscox Syndicate 33
Symetra Life Insurance Company
Wellington Trust Company, National Association Multiple Common Trust Funds Trust-
Opportunistic Fixed Income Allocation Portfolio
Alterrra Insurance Limited
Stellar Performer Global Series W Global Credit
SunAmerica Senior Floating Rate Fund, Inc.
United America Indemnity, Ltd
Wellington Trust Company, National Association Multiple Common Trust Funds Trust,
Opportunistic Investment Portfolio
- 62 -
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LENDER |
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WhiteHorse I, Ltd. |
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By:
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WhiteHorse Capital Partners, L.P. As collateral manager |
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By:
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WhiteRock Asset Advisor, LLC, its G.P. |
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By:
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/s/ Ethan Underwood
Name: Ethan Underwood
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Title: Manager |
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If a second signature is required: |
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By: |
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Name:
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Title: |
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LENDER |
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WhiteHorse III, Ltd. |
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By:
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WhiteHorse Capital Partners, L.P. As collateral manager |
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By:
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WhiteRock Asset Advisor, LLC, its G.P. |
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By:
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/s/ Ethan Underwood
Name: Ethan Underwood
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Title: Manager |
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If a second signature is required: |
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By: |
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Name:
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Title: |
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- 63 -
Exhibit A- Mortgage Amendment
AFTER RECORDING, PLEASE RETURN TO:
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Attention: Real Estate Department
AMENDMENT NO. 1 TO DEED OF TRUST, SECURITY AGREEMENT,
ASSIGNMENT OF LEASES AND RENTS, FIXTURE FILING AND
FINANCING STATEMENT
THIS AMENDMENT NO. 1 TO DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, FIXTURE
FILING AND FINANCING STATEMENT (this Amendment) is made as of the 27th day of July, 2010 (the
Amendment Date) between Verint Video Solutions Inc., a Nevada corporation, (Grantor), having an
address at 330 South Service Road, Melville, New York, 11747, and CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH (formerly known as Credit Suisse, Cayman Islands Branch) as Administrative Agent for the
Secured Parties, having an address at One Madison Avenue, New York, NY 10010 (together with any
successors or assigns, the Beneficiary).
W I T N E S S E T H:
WHEREAS, pursuant to that certain Credit Agreement (the Credit Agreement) among Verint
Systems Inc. (the Borrower), the lenders time to time party thereto and the Beneficiary, as
administrative agent, dated as of May 25, 2007 (as amended, supplemented, replaced, restated,
substituted or otherwise modified), the Secured Parties agreed to make available to Borrower
certain loans and other financial accommodations to Borrower and letters of credit for the account
of Borrower.
WHEREAS, Grantor wished to provide further assurance and security to the Beneficiary and the
Secured Parties and as a condition to the Beneficiary and the Lenders executing the Credit
Agreement, the Beneficiary and the Secured Parties required that Grantor grant to the Beneficiary,
on behalf of the Secured Parties, a security interest in and a mortgage upon the Trust Property, to
secure all of Grantors obligations under that certain Guarantee and Collateral Agreement made by
the Borrower, certain of the Borrowers subsidiaries and Beneficiary (as successor to Lehman
Commercial Paper Inc. (Lehman)), dated as of May 25, 2007 (the Guarantee and Collateral
Agreement), that certain Deed of Trust, Security Agreement, Assignment of Leases and Rents,
Fixture Filing and Financing Statement (the Deed of Trust) made by Grantor to The Public Trustee
of the County of La Plata, Colorado, Edward J. Murray, as trustee, for the use and benefit of the
Beneficiary (as successor to Lehman), dated as of July 24, 2007 and recorded with the La Plata
County Clerk on August 27, 2007 as Reception No. 963266 and the other Loan Documents.
WHEREAS, pursuant to Amendment No. 3 to Credit Agreement, among the Borrower, the Lenders, and
Credit Suisse AG, Cayman Islands Branch dated July 27, 2010, the parties agreed to modify the
aggregate amount of the Incremental Term Loans
and the Revolving Credit Commitment Increases (as each term is defined in the Credit
Agreement) such that the Term Loan Commitments and Revolving Credit Commitments may be increased to
an aggregate of $865,000,000.
WHEREAS, Grantor and Beneficiary desire to modify the Deed of Trust pursuant to the terms of
this Amendment, and confirm that the Deed of Trust remains in full force and effect, as modified by
this Amendment;
NOW, THEREFORE, in consideration of the premises, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Definitions. Capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed thereto in the Deed of Trust.
2. Amendments.
The final paragraph in the Granting Clauses of the Deed of Trust is hereby replaced by the
following:
This Deed of Trust covers present and future advances and re-advances, in the
aggregate amount of the obligations secured hereby, made by the Secured Parties
for the benefit of Grantor, and the lien of such future advances and re-advances
shall relate back to the date of this Deed of Trust; provided, however, that the
maximum unpaid loan indebtedness secured hereby, exclusive of interest thereon,
shall not exceed $865,000,000.
3. Confirmation of Lien. The Grantor affirms the liens and security interests granted
in the Deed of Trust and confirms that the Deed of Trust secures, without limitation, the
obligations under the Guarantee and Collateral Agreement. The Grantor agrees that the Deed of Trust
remains unchanged, except as described in Section 2 hereto, and is in full force and effect and is
hereby ratified and confirmed. Nothing contained herein or in any other document relating to the
Credit Agreement shall constitute or be construed as a novation of any of the obligations and
liabilities secured by the Deed of Trust.
4. Miscellaneous. (a) The Grantor represents and warrants that, to the Grantors
knowledge, as of the Amendment Date (i) the representations and warranties of the Grantor set forth
in the Deed of Trust are true in all material respects, and (ii) no Event of Default has occurred
and be continuing.
(b) This Amendment may be executed in counterparts, each of which shall constitute an original
and all of which together shall constitute the same instrument.
(c) The Grantor hereby confirms that it has no defenses or offsets with respect to its
obligations under the Deed of Trust, as modified hereby.
- 2 -
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year
first above written.
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VERINT VIDEO SOLUTIONS INC. |
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By:
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/s/ Douglas Robinson
Name: Douglas Robinson
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Title: Treasurer |
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ACKNOWLEDGMENT
STATE OF NEW YORK
COUNTY OF SUFFOLK
The foregoing instrument was acknowledged before me this 23 day of July, 2010 by Douglas
Robinson on behalf of VERINT VIDEO SOLUTIONS INC.
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/s/ Patricia C. Amend
Notary Public
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My Commission Expires: 10/23/2010
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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (formerly known as Credit Suisse,
Cayman Islands Branch), as Successor Agent and Administrative Agent for the
Secured Parties, as Beneficiary |
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By:
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/s/ Jay Chall
Name: Jay Chall
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Title: Director |
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By:
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/s/ Christopher Reo Day
Name: Christopher Reo Day
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Title: Associate |
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ACKNOWLEDGMENT
STATE OF NEW YORK
COUNTY OF NEW YORK
The foregoing instrument was acknowledged before me this 26th day of July, 2010 by Jay Chall,
Director and Christopher Reo Day on behalf of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH.
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/s/ Majorie E. Bull
Notary Public
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My Commission Expires: February 20, 2011
Exhibit B- Cover Page
CREDIT AGREEMENT
among
VERINT SYSTEMS INC.,
as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
CREDIT SUISSE SECURITIES (USA) LLC,
RBC CAPITAL MARKETS
and
DEUTSCHE BANK SECURITIES INC.,
as Co-Lead Arrangers,
CREDIT SUISSE SECURITIES (USA) LLC,
RBC CAPITAL MARKETS
and
DEUTSCHE BANK SECURITIES INC.
as Joint Bookrunners,
DEUTSCHE BANK SECURITIES INC.,
as Syndication Agent,
ROYAL BANK OF CANADA,
as Documentation Agent,
and
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as Administrative Agent
Dated as of May 25, 2007
Exhibit 10.2
Exhibit 10.2
INCREMENTAL AMENDMENT AND JOINDER AGREEMENT
INCREMENTAL AMENDMENT AND JOINDER AGREEMENT (this Agreement) dated as of July 30, 2010
relating to the Credit Agreement dated as of May 25, 2007 (as heretofore amended or modified, the
Credit Agreement) among VERINT SYSTEMS INC. (the Borrower), the LENDERS from time to time party
thereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (formerly known as Credit Suisse, Cayman
Islands Branch), as Administrative Agent (the Administrative Agent).
RECITALS:
WHEREAS, the Borrower has, by notice to the Administrative Agent dated July 29, 2010 delivered
pursuant to Section 2.24 of the Credit Agreement (the Notice) (a copy of which notice is attached
as Exhibit A hereto), requested an increase in the amount of the Revolving Credit Commitments from
$15,000,000 to $75,000,000 (the Revolving Credit Commitment Increase).
WHEREAS, each financial institution identified on the signature pages hereto as an Additional
Lender (each, an Additional Lender) has agreed severally, on the terms and conditions set forth
herein and in the Credit Agreement, to provide a portion of the Revolving Credit Commitment
Increase and to become, if not already, a Revolving Credit Lender for all purposes under the Credit
Agreement.
WHEREAS, after giving effect to the Revolving Credit Commitment Increase, the Revolving Credit
Lenders and the Revolving Credit Commitments shall be as set forth on Annex A hereto.
The parties hereto therefore agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein that is defined in the Credit Agreement has the meaning
assigned to such term in the Credit Agreement. Each reference to hereof, hereunder, herein
and hereby and each other similar reference and each reference to this Agreement and each other
similar reference contained in the Credit Agreement shall, after this Agreement becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. Revolving Credit Commitment Increase. (a) Each Additional Lender shall, with
effect from the Incremental Facility Closing Date (as defined below), become, if not already, a
party to the Credit Agreement as a Revolving Credit Lender with a Revolving Credit Commitment set
forth opposite such Additional Lenders name on Annex A hereto (as such Revolving Credit Commitment
may thereafter be changed from time to time pursuant to the terms of the Credit Agreement). Each
Additional Lender shall, with effect from the Incremental Facility Closing Date, have the rights
and obligations of a Revolving Credit Lender under the Credit Agreement and the other Loan
Documents.
(b) The last sentence of the definition of Revolving Credit Commitment is amended and
restated in its entirety to read as follows:
The aggregate amount of the Revolving Credit Commitments as of July 29, 2010
is $75,000,000.
(c) Annex A hereto sets forth each Revolving Credit Lender, and the Revolving Credit
Commitment of each Revolving Credit Lender, after giving effect to the Revolving Credit
Commitment Increase. The Revolving Credit Commitments of each Revolving Credit Lender are
several and not joint.
(d) Annex A attached to the Credit Agreement is deleted and replaced with Annex A
hereto.
SECTION 3. Representations of the Borrower. The Borrower represents and warrants
that:
(a) each of the representations and warranties made by any Loan Party in or pursuant to
the Loan Documents is true and correct in all material respects on and as of the date of the
Notice and on and as of the Incremental Facility Closing Date after giving effect hereto as
if made on and as of such date (except to the extent such representations and warranties are
specifically made as of a particular date, in which case such representations and warranties
are true and correct as of such date);
(b) no Default or Event of Default was continuing on the date of the Notice and no
Default or Event of Default has occurred and is continuing on and as of the Incremental
Facility Closing Date after giving effect hereto and to any extension of credit requested to
be made on the Incremental Facility Closing Date;
(c) the Borrower is in compliance with the covenant set forth in Section 7.1 of the
Credit Agreement determined on a pro forma basis as of the date hereof and
the last day of the most recent fiscal quarter for which financial statements have been
delivered under the Credit Agreement, in each case, as if the Revolving Credit Commitment
Increase had been outstanding on the last day of such fiscal quarter for testing compliance
therewith;
(d) each Loan Party has the corporate power and authority, and the legal right, to
make, deliver and perform this Agreement and the other Loan Documents as modified hereby.
Each Loan Party has taken all necessary corporate action to authorize the execution,
delivery and performance of this Agreement. No consent or authorization of, filing with,
notice to or other act by or in respect of, any Governmental Authority or any other Person
is required in connection with the execution, delivery, performance, validity or
enforceability of this Agreement, except for such as have been obtained or made and are in
full force and effect and filings in respect hereof required under the Exchange Act. This
Agreement has been duly executed and delivered on behalf of each Loan Party. This Agreement
constitutes, and each other Loan Document as modified hereby constitutes, a legal, valid and
binding obligation of each Loan Party that is a party hereto or thereto, enforceable against
each such Loan Party in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law);
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(e) the execution, delivery and performance of this Agreement and the other Loan
Documents as modified hereby will not violate any Requirement of Law or any material
Contractual Obligation of the Borrower or any of its Subsidiaries and will not result in, or
require, the creation or imposition of any Lien on any of their respective properties or
revenues pursuant to any Requirement of Law or any such material Contractual Obligation
(other than the Liens created by the Security Documents);
(f) after giving effect to the Revolving Credit Commitment Increase, the aggregate
amount of the Incremental Term Loans and the Revolving Credit Commitment Increases (as
defined in the Credit Agreement) does not exceed $200,000,000; and
(g) there are no outstanding L/C Obligations as of the Incremental Facility Closing
Date.
SECTION 4. Conditions.
This Agreement shall become effective as of the first date (the
Incremental Facility Closing Date) when each of the following conditions shall have been
satisfied:
(a) the
Administrative Agent shall have received from the Borrower, each Subsidiary
Guarantor, each Additional Lender and the Administrative Agent an executed counterpart
hereof or other written confirmation (in form satisfactory to the Administrative Agent) that
such party has signed a counterpart hereof;
(b) the representations and warranties set forth in clauses (a) and (b) of Section 3
above shall be true and correct as of the date hereof;
(c) the Administrative Agent shall have received a certificate, dated the Incremental
Facility Closing Date and signed by a Responsible Officer, confirming the accuracy of the
representations and warranties set forth in Section 3 above;
(d) the Borrower shall have paid to each Additional Lender, for its own account, a fee
as separately agreed in writing between the Borrower and such Additional Lender;
(e) any fees and expenses owing by the Borrower to the Administrative Agent (or its
affiliates) in connection herewith and invoiced to the Borrower in reasonable detail prior
to the date hereof shall have been paid in full;
(f) the Administrative Agent shall have received such certificates, resolutions or
other documents of the Loan Parties as the Administrative Agent may reasonably require in
connection herewith, including all documents and certificates it may reasonably request
relating to (i) the organization, existence and good standing of each Loan Party, (ii) the
corporate or other authority for and validity of this Agreement and (iii) the incumbency of
the officers of each Loan Party executing this Agreement, and other matters relevant hereto,
all in form and substance reasonably satisfactory to the Administrative Agent and the
Additional Lenders;
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(g) the Administrative Agent shall have received a written opinion of Jones Day,
counsel to the Borrower and its Subsidiaries, dated as of the date hereof, in form and
substance reasonably satisfactory to the Administrative Agent and the Additional Lenders;
and
(h) the Additional Lenders shall have received, sufficiently in advance of the
Incremental Facility Closing Date, all documentation and other information required by bank
regulatory authorities under applicable know your customer and anti-money laundering rules
and regulations, including without limitation the United States PATRIOT Act.
SECTION 5. Acknowledgment of Additional Lenders. Each Additional Lender
expressly acknowledges that neither any of the Agents nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or affiliates have made any representations or
warranties to it and that no act by any Agent hereafter taken, including any review of the affairs
of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation
or warranty by any Agent to any Additional Lender. Each Additional Lender represents to the Agents
that it has, independently and without reliance upon any Agent or any other Lender, and based on
such documents and information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their affiliates and made its own decision to provide its
Revolving Credit Commitment hereunder and enter into this Agreement. Each Additional Lender also
represents that it will, independently and without reliance upon 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 analysis, appraisals and decisions in taking or not taking action under the Credit
Agreement and the other Loan Documents, and to make such investigation as it deems necessary to
inform itself as to the business, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their affiliates. Each Additional Lender hereby (i)
confirms that it has received a copy of the Credit Agreement and each other Loan Document
(including Amendment No. 3 to Credit Agreement dated as of July 27, 2010) and such other documents
and information as it deems appropriate to make its decision to enter into this Agreement, (ii)
agrees that it shall be bound by the terms of the Credit Agreement as a Revolving Credit Lender
thereunder and that it will perform in accordance with their terms all of the obligations which by
the terms of the Loan Documents are required to be performed by it as a Revolving Credit Lender,
(iii) irrevocably designates and appoints the Agents as the agents of such Additional Lender under
the Credit Agreement and the other Loan Documents, and each Additional Lender irrevocably
authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of
the Credit Agreement and the other Loan Documents and to exercise such powers and perform such
duties as are delegated to such Agent by the terms of the Credit Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto and (iv) specifies
as its lending office and address for notices the offices set forth on the Administrative
Questionnaire provided by it to the Administrative Agent.
SECTION 6. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
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SECTION 7. Confirmation of Guaranties and Security Interests. By signing this Agreement,
each Loan Party hereby confirms that (i) the obligations of the Loan
Parties under the Credit Agreement as modified hereby (including with respect to the Revolving
Credit Commitment Increase and any Loans or other extensions of credit made thereunder) and the
other Loan Documents (x) are entitled to the benefits of the guarantees and the security interests
set forth or created in the Guarantee and Collateral Agreement and the other Loan Documents and (y)
constitute Obligations and (ii) notwithstanding the effectiveness of the terms hereof, the
Guarantee and Collateral Agreement and the other Loan Documents are, and shall continue to be, in
full force and effect and are hereby ratified and confirmed in all respects. Each Loan Party
ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person
pursuant to each Loan Document to which it is a party remain in full force and effect, are not
released or reduced, and continue to secure full payment and performance of the Obligations as
increased hereby.
SECTION 8. Counterparts. This Agreement may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.
SECTION 9. Miscellaneous. This Agreement shall constitute a Loan Document for all purposes
of the Credit Agreement. The Borrower shall pay all reasonable fees, costs and expenses of the
Administrative Agent incurred in connection with the negotiation, preparation and execution of this
Agreement and the transactions contemplated hereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.
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VERINT SYSTEMS INC., as Borrower
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By: |
/s/ Douglas Robinson
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Name: |
Douglas Robinson |
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Title: |
Chief Financial Officer |
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SUBSIDIARY GUARANTORS
VERINT VIDEO SOLUTIONS INC.
VERINT AMERICAS INC.
(f/k/a Witness Systems, Inc.)
VERINT WITNESS SYSTEMS LLC
(f/k/a Witness Systems, LLC)
VERINT BLUE PUMPKIN SOFTWARE LLC (f/k/a Blue
Pumpkin Software, LLC)
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By: |
/s/ Douglas Robinson
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Name: |
Douglas Robinson |
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Title: |
Treasurer |
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ADMINISTRATIVE AGENT
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as
Administrative Agent
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By: |
/s/ Jay Chall
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Name: |
Jay Chall |
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Title: |
Director |
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By: |
/s/ Christopher Reo Day
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Name: |
Christopher Reo Day |
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Title: |
Associate |
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ADDITIONAL LENDER
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as
Additional Lender
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By: |
/s/ Karl Studer
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Name: |
Karl Studer |
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Title: |
Director |
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By: |
/s/ Christopher Reo Day
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Name: |
Christopher Reo Day |
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Title: |
Associate |
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ADDITIONAL LENDER
ROYAL BANK OF CANADA, as an Additional
Lender
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By: |
/s/ Mark Gronich
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Name: |
Mark Gronich |
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Title: |
Authorized Signatory |
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ADDITIONAL LENDER
MORGAN STANLEY SENIOR FUNDING, INC.,
as an Additional Lender
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By: |
/s/ Michael Monk
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Name: |
Michael Monk |
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Title: |
Vice President |
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ANNEX A
Revolving Credit Commitments
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Revolving Credit Lender |
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Revolving Credit Commitment |
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Credit Suisse AG, Cayman Islands Branch |
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$ |
25,000,000 |
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Royal Bank of Canada |
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$ |
25,000,000 |
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Morgan Stanley Senior Funding, Inc. |
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$ |
15,000,000 |
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Deutsche Bank Trust Company Americas |
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$ |
10,000,000 |
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EXHIBIT A
Notice Requesting Revolving Credit Commitment Increase
Credit Suisse
as Administrative Agent
One Madison Avenue
New York, New York 10010
Attention: Agency Manager
Telecopy: 212-322-2291
July 30, 2010
Ladies and Gentlemen:
Reference is made to the Credit Agreement, dated as of May 25, 2007 (as heretofore amended or
modified, the Credit Agreement) among Verint Systems Inc., a Delaware corporation (the
Borrower), the Lenders from time to time party thereto, and Credit Suisse AG, Cayman
Islands Branch as Administrative Agent (the Administrative Agent). Terms defined in the
Credit Agreement and not otherwise defined herein have the meaning given such terms in the Credit
Agreement.
Pursuant to Section 2.24 of the Credit Agreement, the Borrower hereby requests an increase in
the amount of the Revolving Credit Commitments to $75,000,000 on the terms applicable to Revolving
Credit Commitments set forth in the Credit Agreement.
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VERINT SYSTEMS INC.
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By: |
/s/ Douglas Robinson
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Name: |
Douglas Robinson |
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Title: |
Chief Financial Officer |
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