EX-10.2 13 exhibit102s-4.htm EXHIBIT 10.2 Exhibit
Exhibit 10.2

EXECUTION VERSION

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of June 13, 2017, by and among CONTURA ENERGY, INC., a Delaware corporation (the “Borrower”), each of the Guarantors (as defined in the Credit Agreement referred to below), the Lenders (as defined below) that are parties hereto, and JEFFERIES FINANCE LLC, in its capacity as administrative agent (the “Administrative Agent”) and collateral agent (the “Collateral Agent”) for the Lenders.

W I T N E S S E T H:

WHEREAS, the Borrower, the several banks and other financial institutions party thereto (collectively, the “Lenders”), the Administrative Agent and the Collateral Agent are parties to that certain Credit Agreement, dated as of March 17, 2017 (as amended, supplemented and modified from time to time and in effect immediately prior to the date hereof, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement as amended hereby), pursuant to which the Lenders have made certain financial accommodations available to the Borrower; and

WHEREAS, the Borrower has requested that the Lenders, the Administrative Agent and the Collateral Agent amend certain provisions of the Credit Agreement in order to permit the Borrower to make a one-time dividend, and subject to the terms and conditions hereof, the Lenders executing this Amendment are willing to do so;

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the Borrower, the Lenders executing this Amendment, the Administrative Agent and the Collateral Agent agree as follows:

1.Amendments to Credit Agreement.

(a)    Section 1.01 of the Credit Agreement is hereby amended by amending the definition of “Available Amount” to (i) delete the period at the end of clause (iii) thereof and replacing it with “; minus” and (ii) inserting a new clause (iv) at the end thereof as follows:

“(iv) to the extent any Restricted Payment is made pursuant to Section 7.06(n), the remainder (if positive) of (A) the aggregate amount of such Restricted Payment less (B) $20,000,000.”

(b)    Section 1.01 of the Credit Agreement is hereby further amended by inserting the following defined terms therein in appropriate alphabetical order:

“‘First Amendment Effective Date’ means June 13, 2017.”

(c)    Section 2.03(d) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(d)        Excess Cash Flow. In the event that there shall be Excess Cash Flow for any fiscal year (commencing with the fiscal year ending December 31, 2017 for the portion of such fiscal year occurring after the Closing Date), Borrower shall, no later than one hundred thirty (130) days after the end of such fiscal year, prepay the Term Loans in an aggregate amount equal to (i) 75% of such Excess Cash Flow minus (ii) voluntary repayments of the Loans made with Internally Generated Cash (excluding, for the avoidance of doubt, repayments of Loans made with the cash proceeds of any Permitted Refinancing Indebtedness); provided, that if, as of the last day of the most




recently ended fiscal year, the Total Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 6.02(a) calculating the Total Leverage Ratio as of the last day of such fiscal year) shall be (1) less than 2.50:1.00 and greater than or equal to 1.25:1.00, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to (i) 50% of such Excess Cash Flow minus (ii) voluntary repayments of the Loans made with Internally Generated Cash (excluding, for the avoidance of doubt, repayments of Loans made with the cash proceeds of any Permitted Refinancing Indebtedness) and (2) less than 1.25:1.00, Borrower shall only be required to make the prepayments otherwise required hereby in an amount equal to (i) 25% of such Excess Cash Flow minus (ii) voluntary repayments of the Loans made with Internally Generated Cash (excluding, for the avoidance of doubt, repayments of Loans made with the cash proceeds of any Permitted Refinancing Indebtedness).”

(d)    Section 7.06 of the Credit Agreement is hereby amended by amending and restating clause (e) in its entirety as follows:

“(e) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower and its Subsidiaries may make Restricted Payments in an amount not to exceed (i) the remainder (if positive) of (1) $20,000,000 less (2) the aggregate amount of any Restricted Payment made pursuant to Section 7.06(n), plus (ii) the Available Amount; provided that, the First Lien Leverage Ratio (calculated on a Pro Forma Basis) shall be less than or equal to (A) with respect to any such calculation in respect of a four consecutive quarter period ended on or before December 31, 2017, 1.00:1.00 after giving effect to such Restricted Payment, (B) with respect to any such calculation in respect of a four consecutive quarter period ended after December 31, 2017 and on or before December 31, 2018, 1.25:1.00 after giving effect to such Restricted Payment and (C) with respect to any other such calculation, 1.50:1.00 after giving effect to such Restricted Payment;”

(e)    Section 7.06 of the Credit Agreement is hereby further amended by (i) deleting the word “and” at the end of clause (l) thereof; (ii) deleting the period at the end of clause (m) thereof and replacing it with “; and”; and (iii) inserting a new clause (n) at the end thereof as follows:

“(n) the Borrower may (i) no later than 45 days after the First Amendment Effective Date, declare and pay a one-time cash dividend or distribution from unencumbered cash on hand to its shareholder, (ii) no later than December 31, 2017, purchase, redeem or otherwise acquire Equity Interests issued by it, or (iii) any combination of the foregoing, in an aggregate amount for all such transactions not to exceed $150,000,000 so long as (A) no Event of Default shall have occurred and be continuing or would result therefrom, (B) the First Lien Leverage Ratio (calculated on a Pro Forma Basis) shall be less than or equal to 1.00:1.00 after giving effect to such Restricted Payment, and (C) at least three Business Days prior to the first of any such Restricted Payment the Borrower shall make an offer to all Lenders to repay the Term Loans at par concurrently with the payment of such Restricted Payment in an aggregate principal amount equal to $10,000,000; provided that, notwithstanding anything to the contrary in this Agreement, each Lender may notify the Administrative Agent by no later than 5:00 p.m., New York City time on the second Business Day after the delivery of such prepayment offer to the extent it does not wish to accept all or any portion of its Applicable Percentage of such offer. Any Lender whose response is not received by the Administrative Agent by 5:00 p.m., New York City time on the second Business Day after the delivery of the prepayment offer or does not specify the amount of its share of the prepayment that it is declining shall be deemed an acceptance of the total amount of such Lender’s share of the

2


prepayment offer. Concurrently with the payment of the first of any Restricted Payment pursuant to this clause (n), the Borrower shall make a prepayment at par of outstanding Term Loans to each Lender who accepted (or has been deemed to accept) the prepayment offer in a principal amount equal to such Lender’s Applicable Percentage of $10,000,000 which shall be applied (or deemed applied) to the remaining scheduled installments of principal owed to such Lender in inverse order of maturity. Any portion of the prepayment properly rejected pursuant to the above terms shall be retained by the Borrower.”

2.Effectiveness of Amendment. Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that the amendment contained herein shall not become effective, and the Borrower shall have no rights under this Amendment, until the Administrative Agent shall have received:

(a)    this Amendment duly executed by the Borrower, each Guarantor, the Required Lenders, the Administrative Agent and the Collateral Agent;

(b)    a certificate signed by a Responsible Officer of the Borrower certifying that as of the effective date of this Amendment, (i) after giving effect to this Amendment, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), and (ii) no Default or Event of Default has occurred and is continuing;

(c)    a fee equal to 0.25% of the Term Loans payable to the Administrative Agent for the ratable benefit of the Lenders executing this Amendment based upon their respective Applicable Percentages; and

(d)    reimbursement or payment of the costs and expenses of the Administrative Agent incurred in connection with the preparation, execution and delivery of this Amendment or otherwise outstanding under the Credit Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent.

3.Representations and Warranties. To induce the Lenders, the Administrative Agent and the Collateral Agent to enter into this Amendment, each of the Loan Parties represents and warrants to the Lenders, the Administrative Agent and the Collateral Agent that:

(a)    The execution, delivery and performance by such Loan Party of this Amendment are within its organizational powers and have been duly authorized by all necessary organizational and, if required, shareholder, partner or member action. This Amendment has been duly executed and delivered by such Loan Party and constitutes a valid and binding obligation of such Loan Party, enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

(b)    The execution, delivery and performance by such Loan Party of this Amendment (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirement of Law or any judgment, order or ruling of any Governmental Authority, in each case, applicable to such Loan Party, (c) will not violate the terms of such Loan Party’s Organizational Documents, (d) will not violate or result in a default under any Contractual Obligation of such Loan Party or any of its assets or give rise to a right thereunder to require any payment to be made by such Loan Party and (e) will not result in the creation or imposition of any Lien on any asset of such Loan Party, except Liens (if any) created under the Loan Documents.

3



(c)    After giving effect to this Amendment, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects), and no Default or Event of Default has occurred and is continuing as of the date hereof.

4.Reaffirmations and Acknowledgments. Each Loan Party does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby and its obligations thereunder. Each of the Loan Parties hereby acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein.
    
5.Effect of Amendment. Except as set forth expressly herein, all terms of the Credit Agreement, as amended hereby, and the other Loan Documents shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the Borrower to the Lenders and the Administrative Agent. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. Any reference in any Loan Document to the Credit Agreement (including “thereunder”, “thereof” or other words of like import referring to the Credit Agreement) shall be a reference to the Credit Agreement as amended by this Amendment. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement.

6.Governing Law. This Amendment and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Amendment and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York (without giving effect to the conflict of law principles thereof except for Sections 5-1401 and 5-1402 of the New York General Obligations Law) and all applicable federal laws of the United States of America.

7.No Novation. This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Credit Agreement or an accord and satisfaction in regard thereto.

8.Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.

9.Costs and Expenses. The Borrower agrees to pay all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment which are payable pursuant to Section 10.04 of the Credit Agreement.

10.Binding Nature. This Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective successors, successors-in-titles, and assigns.

11.Entire Understanding. This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.

[Signature Pages Follow]


4





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


BORROWER:
 
 
 
CONTURA ENERGY, INC.
 
 
 
 
 
 
By
/s/ C. Andrew Eidson
 
Name:
C. Andrew Eidson
 
Title:
Executive Vice President, Chief Financial Officer and Treasurer



[Signature Page to First Amendment to Credit Agreement (Contura)]




GUARANTORS:
 
 
 
CONTURA ENERGY, LLC
 
 
 
 
 
 
By
/s/ C. Andrew Eidson
 
Name:
C. Andrew Eidson
 
Title:
Manager and President
 
 
 
 
 
 
CONTURA ENERGY SERVICES, LLC
 
 
 
 
 
 
By
/s/ C. Andrew Eidson
 
Name:
C. Andrew Eidson
 
Title:
Executive Vice President and Chief Financial Officer
 
 
 
 
 
 
CONTURA MINING HOLDING, LLC
 
 
 
 
 
 
By
/s/ C. Andrew Eidson
 
Name:
C. Andrew Eidson
 
Title:
Executive Vice President, Chief Financial Officer and Treasurer
 
 
 
EMERALD CONTURA, LLC
DICKENSON-RUSSELL CONTURA, LLC
NICHOLAS CONTURA, LLC
CONTURA COAL RESOURCES, LLC
CONTURA WYOMING LAND, LLC
CONTURA COAL SALES, LLC
POWER MOUNTAIN CONTURA, LLC
CUMBERLAND CONTURA, LLC
CONTURA PENNSYLVANIA LAND, LLC
CONTURA FREEPORT, LLC
CONTURA EUROPEAN MARKETING, LLC
PARAMONT CONTURA, LLC
CONTURA PENNSYLVANIA TERMINAL, LLC
CONTURA CAPP LAND, LLC
CONTURA COAL WEST, LLC
CONTURA TERMINAL, LLC
 
 
 
 
 
 
By
/s/ C. Andrew Eidson
 
Name:
C. Andrew Eidson
 
Title:
Vice President and Treasurer

[Signature Page to First Amendment to Credit Agreement (Contura)]


JEFFERIES FINANCE LLC
as Administrative Agent, Collateral Agent and Lender
 
 
 
 
 
 
By
/s/ J. Paul McDonnell
 
Name:
J. Paul McDonnell
 
Title:
Managing Director



[Signature Page to First Amendment to Credit Agreement (Contura)]


Arch Street CLO, Ltd.
as a Lender
 
 
 
 
 
 
By:
/s/ Scott D'Orsi
 
Name:
Scott D'Orsi
 
Title:
Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 





BDCA-CB FUNDING, LLC
as a Lender
 
 
 
 
 
 
By:
/s/ Corinne Pankovcin
 
Name:
Corinne Pankovcin
 
Title:
Director





Benefit Street Partners Capital Opportunity Fund SPV LLC
as a Lender
 
 
 
 
 
 
By:
/s/ Todd Marsh
 
Name:
Todd Marsh
 
Title:
Authorized Signer
 
 
 
By:
 
 
Name:
 
 
Title:
 





Benefit Street Partners CLO IV, Ltd.
as a Lender
 
 
 
 
 
 
By:
/s/ Todd Marsh
 
Name:
Todd Marsh
 
Title:
Authorized Signer
 
 
 
By:
 
 
Name:
 
 
Title:
 





Benefit Street Partners CLO IX, Ltd.
as a Lender
 
 
 
 
 
 
By:
/s/ Todd Marsh
 
Name:
Todd Marsh
 
Title:
Authorized Signer
 
 
 
By:
 
 
Name:
 
 
Title:
 





Benefit Street Partners CLO V, Ltd.
as a Lender
 
 
 
 
 
 
By:
/s/ Todd Marsh
 
Name:
Todd Marsh
 
Title:
Authorized Signer
 
 
 
By:
 
 
Name:
 
 
Title:
 





Benefit Street Partners CLO VI, Ltd.
as a Lender
 
 
 
 
 
 
By:
/s/ Todd Marsh
 
Name:
Todd Marsh
 
Title:
Authorized Signer
 
 
 
By:
 
 
Name:
 
 
Title:
 





Benefit Street Partners CLO VII, Ltd.
as a Lender
 
 
 
 
 
 
By:
/s/ Todd Marsh
 
Name:
Todd Marsh
 
Title:
Authorized Signer
 
 
 
By:
 
 
Name:
 
 
Title:
 





Benefit Street Partners CLO VIII, Ltd.
as a Lender
 
 
 
 
 
 
By:
/s/ Todd Marsh
 
Name:
Todd Marsh
 
Title:
Authorized Signer
 
 
 
By:
 
 
Name:
 
 
Title:
 





Benefit Street Partners CLO X, Ltd.
as a Lender
 
 
 
 
 
 
By:
/s/ Todd Marsh
 
Name:
Todd Marsh
 
Title:
Authorized Signer
 
 
 
By:
 
 
Name:
 
 
Title:
 





Benefit Street Partners CLO XI, Ltd.
as a Lender
 
 
 
 
 
 
By:
/s/ Todd Marsh
 
Name:
Todd Marsh
 
Title:
Authorized Signer
 
 
 
By:
 
 
Name:
 
 
Title:
 





Benefit Street Partners CLO XII, Ltd.
as a Lender
 
 
 
 
 
 
By:
/s/ Todd Marsh
 
Name:
Todd Marsh
 
Title:
Authorized Signer
 
 
 
By:
 
 
Name:
 
 
Title:
 





BSP Senior Secured Debt Fund (Non-US) SPV-1 L.P.
as a Lender
By: BSP Senior Secured Debt Fund (Non-US) SPV GP L.L.C., its general partner
 
 
 
 
 
 
By:
/s/ Todd Marsh
 
Name:
Todd Marsh
 
Title:
Authorized Signer
 
 
 
By:
 
 
Name:
 
 
Title:
 





Benefit Street Partners SMA-C SPV L.P.
as a Lender
 
 
 
 
 
 
By:
/s/ Todd Marsh
 
Name:
Todd Marsh
 
Title:
Authorized Signer
 
 
 
By:
 
 
Name:
 
 
Title:
 





Blue Cross of Idaho Health Service, Inc.
as a Lender
By: Seix Investment Advisors LLC, as Investment Manager
 
 
 
 
 
 
By:
/s/ George Goudelias
 
Name:
George Goudelias
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 





BlueMountain CLO 2012-2 Ltd
as a Lender
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC,
Its Collateral Manager
 
 
 
 
 
 
By:
/s/ Meghan Fornshell
 
Name:
Meghan Fornshell
 
Title:
Operations Analyst
 
 
 
By:
 
 
Name:
 
 
Title:
 





BlueMountain CLO 2013-1 LTD.
as a Lender
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC.
ITS COLLATERAL MANAGER
 
 
 
 
 
 
By:
/s/ Meghan Fornshell
 
Name:
Meghan Fornshell
 
Title:
Operations Analyst
 
 
 
By:
 
 
Name:
 
 
Title:
 





BlueMountain CLO 2013-4 Ltd.
as a Lender
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC.
ITS COLLATERAL MANAGER
 
 
 
 
 
 
By:
/s/ Meghan Fornshell
 
Name:
Meghan Fornshell
 
Title:
Operations Analyst
 
 
 
By:
 
 
Name:
 
 
Title:
 






BlueMountain CLO 2014-1 Ltd
as a Lender
 
 
 
 
 
 
By:
/s/ Meghan Fornshell
 
Name:
Meghan Fornshell
 
Title:
Operations Analyst
 
 
 
By:
 
 
Name:
 
 
Title:
 






BlueMountain CLO 2014-2 Ltd
as a Lender
 
 
 
 
 
 
By:
/s/ Meghan Fornshell
 
Name:
Meghan Fornshell
 
Title:
Operations Analyst
 
 
 
By:
 
 
Name:
 
 
Title:
 






BlueMountain CLO 2014-3 Ltd.
as a Lender
By: BlueMountain Capital Management, LLC
 
 
 
 
 
 
By:
/s/ Meghan Fornshell
 
Name:
Meghan Fornshell
 
Title:
Operations Analyst
 
 
 
By:
 
 
Name:
 
 
Title:
 






BlueMountain CLO 2014-4 Ltd
as a Lender
BY: BlueMountain Capital Management
 
 
 
 
 
 
By:
/s/ Meghan Fornshell
 
Name:
Meghan Fornshell
 
Title:
Operations Analyst
 
 
 
By:
 
 
Name:
 
 
Title:
 






BlueMountain CLO 2015-1 Ltd
as a Lender
BlueMountain Capital Management, its Collateral Manager
 
 
 
 
 
 
By:
/s/ Meghan Fornshell
 
Name:
Meghan Fornshell
 
Title:
Operations Analyst
 
 
 
By:
 
 
Name:
 
 
Title:
 






BlueMountain CLO 2015-2, Ltd.
as a Lender
By: BlueMountain Capital Management, LLC
 
 
 
 
 
 
By:
/s/ Meghan Fornshell
 
Name:
Meghan Fornshell
 
Title:
Operations Analyst
 
 
 
By:
 
 
Name:
 
 
Title:
 






BlueMountain CLO 2015-3 Ltd
as a Lender
 
 
 
 
 
 
By:
/s/ Meghan Fornshell
 
Name:
Meghan Fornshell
 
Title:
Operations Analyst
 
 
 
By:
 
 
Name:
 
 
Title:
 






BlueMountain CLO 2015-4, Ltd.
as a Lender
By: BlueMountain Capital Management, LLC
 
 
 
 
 
 
By:
/s/ Meghan Fornshell
 
Name:
Meghan Fornshell
 
Title:
Operations Analyst
 
 
 
By:
 
 
Name:
 
 
Title:
 






BlueMountain CLO 2016-1, Ltd.
as a Lender
BlueMountain Capital Management, LLC
 
 
 
 
 
 
By:
/s/ Meghan Fornshell
 
Name:
Meghan Fornshell
 
Title:
Operations Analyst
 
 
 
By:
 
 
Name:
 
 
Title:
 






BlueMountain CLO 2016-2, Ltd.
as a Lender
BlueMountain Capital Management, LLC
 
 
 
 
 
 
By:
/s/ Meghan Fornshell
 
Name:
Meghan Fornshell
 
Title:
Operations Analyst
 
 
 
By:
 
 
Name:
 
 
Title:
 






BlueMountain CLO 2016-3 Ltd
as a Lender
 
 
 
 
 
 
By:
/s/ Meghan Fornshell
 
Name:
Meghan Fornshell
 
Title:
Operations Analyst
 
 
 
By:
 
 
Name:
 
 
Title:
 






BOWERY FUNDING ULC
as a Lender
 
 
 
 
 
 
By:
/s/ Madonna Sequeira
 
Name:
Madonna Sequeira
 
Title:
Authorized Signatory
 
 
 
By:
 
 
Name:
 
 
Title:
 





Cent CLO 23 Limited
as a Lender
By: Columbia Management Investment Advisers, LLC
As Collateral Manager
 
 
 
 
 
 
By:
/s/ Steven B. Staver
 
Name:
Steven B. Staver
 
Title:
Assistant Vice President
 
 
 
By:
 
 
Name:
 
 
Title:
 





Citi Loan Funding BM 2017 LLC
as a Lender
By: Citigroup Financial Products Inc.
 
 
 
 
 
 
By:
/s/ Jennifer Guinn
 
Name:
Jennifer Guinn
 
Title:
Associate Director
 
 
 
By:
 
 
Name:
 
 
Title:
 





City National Rochdale Fixed Income Opportunities Fund
as a Lender
By: Seix Investment Advisors LLC, as Subadviser
 
 
 
 
 
 
By:
/s/ George Goudelias
 
Name:
George Goudelias
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 





CONTINENTAL CASUALTY COMPANY
as a Lender
 
 
 
 
 
 
 
 
 
 
By:
/s/ Lynne Gugenheim
 
Name:
Lynne Gugenheim
 
Title:
Senior Vice President and Deputy General Counsel
 
 
 
 
 
 
 
 
 
 
 
 
 
Approved by Law Dept.
 
 
 
By:
/s/ Law Dept.
 
 
 
Date:
6-6-17





Crown Point CLO III, Ltd.
as a Lender
by Valcour Capital Management LLC, as its Collateral Manager
 
 
 
 
 
 
By:
/s/ John D'Angelo
 
Name:
John D'Angelo
 
Title:
Sr. Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 





Dunham Floating Rate Bond Fund
as a Lender
 
 
 
 
 
 
By:
/s/ Kyle Jennings
 
Name:
Kyle Jennings
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 





FCCI Insurance Company
as a Lender
 
 
 
 
 
 
By:
/s/ Kathy News
 
Name:
Kathy News
 
Title:
Senior Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 





Figueroa CLO 2014-1, Ltd.
as a Lender
BY: TCW Asset Management Company as Investment Manager
 
 
 
 
 
 
By:
/s/ Nora Olan
 
Name:
Nora Olan
 
Title:
Senior Vice President
 
 
 
By:
/s/ Bibi Khan
 
Name:
Bibi Khan
 
Title:
Managing Director





Hastings Mutual Insurance Company
as a Lender
 
 
 
 
 
 
By:
/s/ Kathy News
 
Name:
Kathy News
 
Title:
Senior Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 





Honeywell International Inc Master Retirement Trust
as a Lender
 
 
 
 
 
 
By:
/s/ Kathy News
 
Name:
Kathy News
 
Title:
Senior Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 






JFIN CLO 2014-II LTD.
as a Lender
By: Apex Credit Partners LLC, as Portfolio Manager
 
 
 
 
 
 
By:
/s/ Morris Cohen
 
Name:
Morris Cohen
 
Title:
Vice President
 
 
 
By:
 
 
Name:
 
 
Title:
 





JFIN CLO 2015 LTD.
as a Lender
By: Apex Credit Partners LLC, as Portfolio Manager
 
 
 
 
 
 
By:
/s/ Morris Cohen
 
Name:
Morris Cohen
 
Title:
Vice President
 
 
 
By:
 
 
Name:
 
 
Title:
 





JFIN Fund V 2017 LLC
as a Lender
By: Apex Credit Partners LLC, as Portfolio Manager
 
 
 
 
 
 
By:
/s/ Morris Cohen
 
Name:
Morris Cohen
 
Title:
Vice President
 
 
 
By:
 
 
Name:
 
 
Title:
 






JFIN MM CLO 2014 LTD.
as a Lender
By: Apex Credit Partners LLC, as Portfolio Manager
 
 
 
 
 
 
By:
/s/ Morris Cohen
 
Name:
Morris Cohen
 
Title:
Vice President
 
 
 
By:
 
 
Name:
 
 
Title:
 






JFIN CLO 2014 LTD
as a Lender
By: Apex Credit Partners LLC, as Portfolio Manager
 
 
 
 
 
 
By:
/s/ Morris Cohen
 
Name:
Morris Cohen
 
Title:
Vice President
 
 
 
By:
 
 
Name:
 
 
Title:
 






JFIN CLO 2015-II LTD.
as a Lender
 
 
 
 
 
 
By:
/s/ Morris Cohen
 
Name:
Morris Cohen
 
Title:
Vice President
 
 
 
By:
 
 
Name:
 
 
Title:
 






JFIN CLO 2016 LTD.
as a Lender
By: Apex Credit Partners LLC, as Portfolio Manager
 
 
 
 
 
 
By:
/s/ Morris Cohen
 
Name:
Morris Cohen
 
Title:
Vice President
 
 
 
By:
 
 
Name:
 
 
Title:
 






JFIN CLO 2017 LTD.
as a Lender
By: Apex Credit Partners LLC, as Portfolio Manager
 
 
 
 
 
 
By:
/s/ Morris Cohen
 
Name:
Morris Cohen
 
Title:
Vice President
 
 
 
By:
 
 
Name:
 
 
Title:
 






JEFFERIES LEVERAGED CREDIT PRODUCTS, LLC
as a Lender
 
 
 
 
 
 
By:
/s/ Paul Loomis
 
Name:
Paul Loomis
 
Title:
Managing Director





MAM CORPORATE LOAN ICAV
as a Lender
By: MARATHON ASSET MANAGEMENT, L.P.
Its Investment Manager
 
 
 
 
 
 
By:
/s/ Louis Hanover
 
Name:
Louis Hanover
 
Title:
Authorized Signatory
 
 
 
By:
 
 
Name:
 
 
Title:
 





MARATHON CLO IX LTD.
as a Lender
By: MARATHON ASSET MANAGEMENT, L.P.
as Portfolio Manager
 
 
 
 
 
 
By:
/s/ Louis Hanover
 
Name:
Louis Hanover
 
Title:
Authorized Signatory
 
 
 
By:
 
 
Name:
 
 
Title:
 






Marathon CLO VI, Ltd.
as a Lender
 
 
 
 
 
 
By:
/s/ Louis Hanover
 
Name:
Louis Hanover
 
Title:
Authorized Signatory
 
 
 
By:
 
 
Name:
 
 
Title:
 






MARATHON CLO VII Ltd.
as a Lender
 
 
 
 
 
 
By:
/s/ Louis Hanover
 
Name:
Louis Hanover
 
Title:
Authorized Signatory
 
 
 
By:
 
 
Name:
 
 
Title:
 






Marathon CLO VIII Ltd.
as a Lender
 
 
 
 
 
 
By:
/s/ Louis Hanover
 
Name:
Louis Hanover
 
Title:
Authorized Signatory
 
 
 
By:
 
 
Name:
 
 
Title:
 






Metropolitan West Floating Rate Income Fund
as a Lender
BY: Metropolitan West Asset Management as Investment
Manager
 
 
 
 
 
 
By:
/s/ Nora Olan
 
Name:
Nora Olan
 
Title:
Senior Vice President
 
 
 
By:
/s/ Bibi Khan
 
Name:
Bibi Khan
 
Title:
Managing Director





MIDTOWN ACQUISITIONS, L.P.,
as a Lender
By: Midtown Acquisitions GP LLC, its General Partner
 
 
 
 
 
 
By:
/s/ Morgan Blackwell
 
Name:
Morgan Blackwell
 
Title:
Authorized Signatory
 
 
 
By:
 
 
Name:
 
 
Title:
 





Mountain View CLO 2014-1 Ltd.
as a Lender
By: Seix Investment Advisors LLC, as Collateral Manager
 
 
 
 
 
 
By:
/s/ George Goudelias
 
Name:
George Goudelias
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 





Mountain View CLO 2016-1 Ltd.
as a Lender
By: Seix Investment Advisors LLC, as Collateral Manager
 
 
 
 
 
 
By:
/s/ George Goudelias
 
Name:
George Goudelias
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 






Mountain View CLO 2017-1 Ltd.
as a Lender
By: Seix Investment Advisors LLC, as Collateral Manager
 
 
 
 
 
 
By:
/s/ Joseph Carucci
 
Name:
Joseph Carucci
 
Title:
Vice President & Compliance Analyst
 
 
 
By:
 
 
Name:
 
 
Title:
 






Mountain View CLO IX Ltd.
as a Lender
By; Seix Investment Advisors LLC, as Collateral Manager
 
 
 
 
 
 
By:
/s/ George Goudelias
 
Name:
George Goudelias
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 






Mountain View CLO X Ltd.
as a Lender
By:
Seix Investment Advisors LLC, as Collateral Manager
 
 
 
 
 
 
By:
/s/ George Goudelias
 
Name:
George Goudelias
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 





Newfleet CLO 2016-1, Ltd.
as a Lender
 
 
 
 
 
By:
/s/ Kyle Jennings
 
Name:
Kyle Jennings
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 





Providence Debt Fund III L.P.
as a Lender
 
 
 
 
 
By:
/s/ Todd Marsh
 
Name:
Todd Marsh
 
Title:
Authorized Signer
 
 
 
By:
 
 
Name:
 
 
Title:
 





Providence Debt Fund III Master (Non-US) L.P.
as a Lender
 
 
 
 
 
By:
/s/ Todd Marsh
 
Name:
Todd Marsh
 
Title:
Authorized Signer
 
 
 
By:
 
 
Name:
 
 
Title:
 





QUAMVIS SCA SICAV-FIS: CMAB - SIF - Credit Multi Asset Pool B
as a Lender
By:
Marathon Asset Management, L.P.
Its:
Sub-Investment Manager
 
 
 
 
By:
/s/ Louis Hanover
 
Name:
Louis Hanover
 
Title:
Authorized Signatory
 
 
 
By:
 
 
Name:
 
 
Title:
 





RidgeWorth Funds - Seix Floating Rate High Income Fund
as a Lender
By:
Seix Investment Advisors LLC, as Subadviser
 
 
 
 
 
 
By:
/s/ George Goudelias
 
Name:
George Goudelias
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 





Safe Auto Insurance Company
as a Lender
 
 
 
 
 
By:
/s/ Kathy News
 
Name:
Kathy News
 
Title:
Senior Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 





SEI Energy Debt Fund, LP.
as a Lender
 
 
 
 
 
By:
/s/ Todd Marsh
 
Name:
Todd Marsh
 
Title:
Authorized Signer
 
 
 
By:
 
 
Name:
 
 
Title:
 





SEI Institutional Investments Trust - High Yield Bond Fund
as a Lender
 
 
 
 
 
By:
/s/ Todd Marsh
 
Name:
Todd Marsh
 
Title:
Authorized Signer
 
 
 
By:
 
 
Name:
 
 
Title:
 





SEI Institutional Managed Trust - High Yield Bond Fund
as a Lender
 
 
 
 
 
By:
/s/ Todd Marsh
 
Name:
Todd Marsh
 
Title:
Authorized Signer
 
 
 
By:
 
 
Name:
 
 
Title:
 





Seix Multi-Sector Absolute Return Fund L.P.
as a Lender
By:
Seix Multi-Sector Absolute Return Fund GP LLC, in its capacity as sole general partner
By:
Seix Investment Advisors LLC, its sole member
 
 
By:
/s/ George Goudelias
 
Name:
George Goudelias
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 





AIG Flexible Credit Fund
as a Lender
 
 
 
 
 
By:
/s/ Kyle Jennings
 
Name:
Kyle Jennings
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 






Thrivent Balanced Income Plus Fund
as a Lender
By:
Thrivent Asset Management, LLC
 
 
 
 
 
 
By:
/s/ Conrad Smith
 
Name:
Conrad Smith
 
Title:
Sr. Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 





Thrivent Balanced Income Plus Portfolio
as a Lender
 
 
 
 
 
By:
/s/ Conrad Smith
 
Name:
Conrad Smith
 
Title:
Sr. Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 





Thrivent Diversified Income Plus Fund
as a Lender
By:
Thrivent Asset Management, LLC
 
 
 
 
 
 
By:
/s/ Conrad Smith
 
Name:
Conrad Smith
 
Title:
Sr. Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 





Thrivent Diversified Income Plus Portfolio
as a Lender
By:
Thrivent Financial for Lutherans
 
 
 
 
 
 
By:
/s/ Conrad Smith
 
Name:
Conrad Smith
 
Title:
Sr. Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 





Thrivent Financial Defined Benefit Plan Trust
as a Lender
 
 
 
 
 
By:
/s/ Conrad Smith
 
Name:
Conrad Smith
 
Title:
Sr. Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 





Thrivent Financial For Lutherans
as a Lender
 
 
 
 
 
By:
/s/ Conrad Smith
 
Name:
Conrad Smith
 
Title:
Sr. Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 





Thrivent Growth and Income Plus Fund
as a Lender
 
 
 
 
 
By:
/s/ Conrad Smith
 
Name:
Conrad Smith
 
Title:
Sr. Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 





Thrivent Growth and Income Plus Portfolio
as a Lender
 
 
 
 
 
By:
/s/ Conrad Smith
 
Name:
Conrad Smith
 
Title:
Sr. Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 





Thrivent Moderate Allocation Fund
as a Lender
By:
Thrivent Asset Management, LLC
 
 
 
 
 
 
By:
/s/ Conrad Smith
 
Name:
Conrad Smith
 
Title:
Sr. Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 





Thrivent Moderate Allocation Portfolio
as a Lender
By:
Thrivent Financial for Lutherans
 
 
 
 
 
 
By:
/s/ Conrad Smith
 
Name:
Conrad Smith
 
Title:
Sr. Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 





Thrivent Moderately Aggressive Allocation Fund
as a Lender
By:
Thrivent Asset Management, LLC
 
 
 
 
 
 
By:
/s/ Conrad Smith
 
Name:
Conrad Smith
 
Title:
Sr. Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 





Thrivent Moderately Aggressive Allocation Portfolio
as a Lender
By:
Thrivent Financial for Lutherans
 
 
 
 
 
 
By:
/s/ Conrad Smith
 
Name:
Conrad Smith
 
Title:
Sr. Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 





Thrivent Moderately Conservative Allocation Fund
as a Lender
By:
Thrivent Asset Management, LLC
 
 
 
 
 
 
By:
/s/ Conrad Smith
 
Name:
Conrad Smith
 
Title:
Sr. Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 






Thrivent Moderately Conservative Allocation Portfolio
as a Lender
By:
Thrivent Financial for Lutherans
 
 
 
 
 
 
By:
/s/ Conrad Smith
 
Name:
Conrad Smith
 
Title:
Sr. Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 





THRIVENT MULTIDIMENSIONAL INCOME FUND
as a Lender
By:
Thrivent Asset Management, LLC
Its Investment Adviser
 
 
 
 
 
 
By:
/s/ Conrad Smith
 
Name:
Conrad Smith
 
Title:
Sr. Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 




Thrivent Opportunity Income Plus Fund
as a Lender
By:
Thrivent Asset Management, LLC
 
 
 
 
 
 
By:
/s/ Conrad Smith
 
Name:
Conrad Smith
 
Title:
Sr. Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 





Thrivent Opportunity Income Plus Portfolio
as a Lender
 
 
 
 
 
By:
/s/ Conrad Smith
 
Name:
Conrad Smith
 
Title:
Sr. Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 





U.S. High Yield Bond Fund
as a Lender
 
 
 
 
 
By:
/s/ Todd Marsh
 
Name:
Todd Marsh
 
Title:
Authorized Signer
 
 
 
By:
 
 
Name:
 
 
Title:
 





United Ohio Insurance Company
as a Lender
 
 
 
 
 
By:
/s/ Kathy News
 
Name:
Kathy News
 
Title:
Senior Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 





Valcour Opportunities Master Fund, Ltd.
as a Lender
 
 
 
 
 
By:
/s/ John D'Angelo
 
Name:
John D'Angelo
 
Title:
Sr. Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 





Vermont Pension Investment Committee
as a Lender
 
 
 
 
 
By:
/s/ Kathy News
 
Name:
Kathy News
 
Title:
Senior Portfolio Manager
 
 
 
By:
 
 
Name:
 
 
Title:
 




Vibrant CLO II, Ltd.
as a Lender
By:
DFG Investment Advisers, Inc., as Portfolio Manager
 
 
 
 
 
 
By:
/s/ Roberta Goss
 
Name:
Roberta Goss
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 




Vibrant CLO III, Ltd.
as a Lender
By:
DFG Investment Advisers, Inc.
 
 
 
 
 
 
By:
/s/ Roberta Goss
 
Name:
Roberta Goss
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 





Vibrant CLO IV, Ltd.
as a Lender
By:
DFG Investment Advisers, Inc., as Collateral Manager
 
 
 
 
 
 
By:
/s/ Roberta Goss
 
Name:
Roberta Goss
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 





Vibrant CLO V, Ltd.
as a Lender
By:
DFG Investment Advisers, Inc., as Collateral Manager
 
 
 
 
 
 
By:
/s/ Roberta Goss
 
Name:
Roberta Goss
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 





Vibrant CLO VI, Ltd.
as a Lender
By:
DFG Investment Advisers, Inc., as Collateral Manager
 
 
 
 
 
 
By:
/s/ Roberta Goss
 
Name:
Roberta Goss
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 






Vibrant CLO VII, Ltd.
as a Lender
By:
DFG Investment Advisers, Inc., as Collateral Manager
 
 
 
 
 
 
By:
/s/ Roberta Goss
 
Name:
Roberta Goss
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 




Virtus Global Multi Sector Income Fund
as a Lender
 
 
 
 
 
 
By:
/s/ Kyle Jennings
 
Name:
Kyle Jennings
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 




Virtus Newfleet High Yield Fund
as a Lender
 
 
 
 
 
 
By:
/s/ Kyle Jennings
 
Name:
Kyle Jennings
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 





Virtus Newfleet Multi-Sector Intermediate Bond Fund
as a Lender
 
 
 
 
 
 
By:
/s/ Kyle Jennings
 
Name:
Kyle Jennings
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 






Virtus Newfleet Dynamic Credit ETF
as a Lender
 
 
 
 
 
 
By:
/s/ Kyle Jennings
 
Name:
Kyle Jennings
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 






Virtus Newfleet Multi-Sector Unconstrained Bond ETF
as a Lender
 
 
 
 
 
 
By:
/s/ Kyle Jennings
 
Name:
Kyle Jennings
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 





Virtus Newfleet Senior Floating Rate Fund
as a Lender
 
 
 
 
 
 
By:
/s/ Kyle Jennings
 
Name:
Kyle Jennings
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 





Virtus Tactical Allocation Fund
as a Lender
 
 
 
 
 
 
By:
/s/ Kyle Jennings
 
Name:
Kyle Jennings
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 





Virtus Total Return Fund Inc.
as a Lender
 
 
 
 
 
 
By:
/s/ Kyle Jennings
 
Name:
Kyle Jennings
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 







VVIT: Virtus Newfleet Multi-Sector Intermediate Bond Series
as a Lender
 
 
 
 
 
 
By:
/s/ Kyle Jennings
 
Name:
Kyle Jennings
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 





ZAIS CLO 1, Limited
as a Lender
ZAIS CLO 1, Limited
 
 
 
 
By:
/s/ Vincent Ingato
 
Name:
Vincent Ingato
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 





ZAIS CLO 2, Limited
as a Lender
ZAIS CLO 2, Limited
 
 
 
 
By:
/s/ Vincent Ingato
 
Name:
Vincent Ingato
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 






ZAIS CLO 3, Limited
as a Lender
ZAIS CLO 3, Limited
 
 
 
 
By:
/s/ Vincent Ingato
 
Name:
Vincent Ingato
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 





ZAIS CLO 5, Limited
as a Lender
By Zais Leveraged Loan Master Manager, LLC its collateral manager
By:
Zais Group, LLC, its sole member
By:
/s/ Vincent Ingato
 
Name:
Vincent Ingato
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title:
 




ZAIS CLO 6, Limited
as a Lender
By Zais Leveraged Loan Master Manager, LLC its collateral manager
By:
Zais Group, LLC, its sole member
By:
/s/ Vincent Ingato
 
Name:
Vincent Ingato
 
Title:
Managing Director
 
 
 
By:
 
 
Name:
 
 
Title: