EX-99.1 2 a07-8819_1ex99d1.htm EX-99.1

Exhibit 99.1

AMENDMENT NO. 10 AND WAIVER NO. 6 TO THIRD AMENDED AND RESTATED
CREDIT AND REIMBURSEMENT AGREEMENT

Dated as of March [     ], 2007

AMENDMENT NO. 10 AND WAIVER NO. 6 TO THIRD AMENDED AND RESTATED CREDIT AND REIMBURSEMENT AGREEMENT (this “Waiver”) among The AES Corporation, a Delaware corporation (the “Borrower”), the Subsidiary Guarantors, the Bank Parties listed on the signature pages hereto, CITICORP USA, INC., as administrative agent (the “Agent”) and CITIBANK, N.A., as Collateral Agent, for the Bank Parties (the “Collateral Agent”).

PRELIMINARY STATEMENTS

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

(2)           WHEREAS, the Borrower has requested that the Required Banks agree to amend and waive certain provisions of the Credit Agreement;

(3)           WHEREAS, the Required Banks have agreed, subject to the terms and conditions hereinafter set forth, to amend and waive certain provisions of the Credit Agreement as set forth below; and

(4)           WHEREAS,  on February 26, 2007, the Borrower announced that, as a result of its continuing accounting reviews, the Borrower would restate its 2004, 2005 and interim periods in 2006 financial statements  and on March 19, 2007 the Borrower announced that its previously issued financial statements for the years ended December 31, 2003, 2004 and 2005 should no longer be relied upon (the “Restatement”).




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

SECTION 1.           Waivers.  As of the Effective Date, the Required Banks hereby grant the following waivers under the Credit Agreement:

(a)           Restatement.  Notwithstanding the provisions of the Credit Agreement, the Required Banks hereby (i) waive any breach of the representations and warranties made by the Borrower on or before the date of the Restatement under Section 3.02(d), 3.02(e), 4.05(a), 4.09, 4.13, 5.01(a), 5.01(b) or 5.01(d) resulting from changes in the Borrower’s financial statements that are to be made in the Restatement to the extent such changes relate to (A) matters disclosed in the Borrower’s current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 19, 2007 or (B) other matters that would not reasonably be expected, individually or in the aggregate, to materially and adversely affect the consolidated financial position or results of operations of the Borrower and its Consolidated Subsidiaries and (ii) agree that no such breach shall be considered a Default or Event of Default arising under Section 6.01(d) of the Credit Agreement.

(b)           Cross Default.  Notwithstanding the provisions of the Credit Agreement, the Required Banks hereby waive any Default or Event of Default now existing or hereafter arising under Section 6.01(f) of the Credit Agreement resulting from a default under any indenture governing Material Debt of the Borrower due to any failure by the Borrower to timely file with the SEC its annual report on form 10-K for the fiscal year ended December 31, 2006 or to timely deliver such report to the trustee for such Material Debt; provided, however, that (i) the exercise by any trustee or the requisite holders of Material Debt of their right to give a notice of default pursuant to the relevant indenture by reason of the existence of such default under such indenture, if default is not cured within 21 days after delivery of such notice, or (ii) the acceleration of any such Material Debt shall, in the case of either clause (i) or (ii), constitute an immediate Event of Default.

SECTION 2.           Amendment.  As of the later of the Effective Date and the date of the Restatement, Section 4.05(a) of the Credit Agreement is hereby amended by deleting the words “The restated consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of December 31, 2003 and the related restated consolidated statements of operations and cash flows for the fiscal year then ended, reported on by Deloitte & Touche and set forth in the Form 10-K, a copy of which has been delivered to each of the Bank Parties,” and inserting in their place the following: “The most recent consolidated balance sheet of the Borrower and its Consolidated Subsidiaries and the related consolidated statements of operations and cash flows, in each case reported on by Deloitte & Touche or other independent public accountants of nationally recognized standing and set forth in the Annual Report on Form 10-K most recently filed by the Borrower with the Securities and Exchange Commission,”.

SECTION 3.           Conditions to Effectiveness.   This Waiver shall become effective when, and only when, and as of the date (the “Effective Date”) on which (a) the Agent shall have received counterparts of this Waiver executed by the Borrower and each of the Subsidiary Guarantors and the Required Banks or, as to any of the Required Banks, advice satisfactory to

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

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

SECTION 4.           Representations and Warranties.  The Borrower represents and warrants as follows:

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

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

SECTION 5.           Reference to and Effect on the Financing Documents.  (a)  On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Financing Documents to “the Agreement”, “thereunder”, “thereof”, or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as modified hereby.

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

(c)           The execution, delivery and effectiveness of this Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Banks, nor constitute an amendment or waiver of any provision of the Credit Agreement or the other Financing Documents.

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SECTION 6.           Affirmation of Subsidiary Guarantors.  Each Subsidiary Guarantor hereby consents to the amendments and waivers to the Credit Agreement effected hereby, and hereby confirms and agrees that, notwithstanding the effectiveness of this Waiver, the obligations of such Subsidiary Guarantor contained in Article IX of the Credit Agreement or in any other Financing Documents to which it is a party are, and shall remain, in full force and effect and are hereby ratified and confirmed in all respects, except that, on and after the effectiveness of this Waiver, each reference in Article IX of the Credit Agreement and in each of the other Financing Documents to “the Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement, as modified by this Waiver.  Without limiting the generality of the foregoing, the Collateral Documents to which such Subsidiary Guarantor is a party and all of the Collateral described therein do, and shall continue to secure, payment of all of the Secured Obligations (in each case, as defined therein).

SECTION 7.           GOVERNING LAW.  THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 8.           WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS WAIVER OR THE ACTIONS OF THE COLLATERAL TRUSTEES OR THE AGENT IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

SECTION 9.           Execution in Counterparts.  This Waiver may be executed by one or more of the parties to this Waiver on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

SECTION 10.         Costs and Expenses.  The Borrower hereby agrees to pay all reasonable costs and expenses associated with the preparation, execution, delivery, administration, and enforcement of this Waiver, including, without limitation, the fees and expenses of the Collateral Trustees’ and the Agent’s counsel and other out-of-pocket expenses related hereto.  Delivery of an executed counterpart of a signature page to this Waiver by telecopier shall be effective as delivery of a manually executed counterpart of this Waiver.

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

THE AES CORPORATION,

 

 

as Borrower

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Willard C. Hoagland, III

 

 

 

 

Title:

 

 

 

 

 

 

Address:

 

4300 Wilson Boulevard

 

 

 

 

 

 

Arlington, VA 22203

 

 

 

 

Fax:

 

(703) 528-4510

 

 

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SUBSIDIARY GUARANTORS:

 

 

 

 

 

AES HAWAII MANAGEMENT COMPANY, INC.,

 

 

as Subsidiary Guarantor

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Willard C. Hoagland, III

 

 

 

 

Title:

 

 

 

 

 

 

Address:

 

 

 

 

 

 

Fax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

as Subsidiary Guarantor

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Willard C. Hoagland, III

 

 

 

 

Title:

 

 

 

 

 

 

Address:

 

 

 

 

 

 

Fax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AES OKLAHOMA HOLDINGS, L.L.C.,

 

 

as Subsidiary Guarantor

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Willard C. Hoagland, III

 

 

 

 

Title:

 

 

 

 

 

 

Address:

 

 

 

 

 

 

Fax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

as Subsidiary Guarantor

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Willard C. Hoagland, III

 

 

 

 

Title:

 

 

 

 

 

 

Address:

 

 

 

 

 

 

Fax:

 

 

 

 

 

 

5




AGENTS:

 

 

 

 

 

 

 

CITICORP USA, INC.,

 

 

as Agent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Nietzsche Rodricks

 

 

 

 

Title:

 

Vice President

 

 

 

 

Address:

 

388 Greenwich Street, 21st Floor

 

 

 

 

 

 

New York, NY  10013

 

 

 

 

Fax:

 

(212) 816-8098

 

 

 

 

Attention:

 

Nietzsche Rodricks

 

 

 

 

Email:

 

oploanswebadmin@citigroup.com

 

 

 

 

 

 

 

 

 

CITIBANK N.A.,

 

 

as Collateral Agent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Nietzsche Rodricks

 

 

 

 

Title:

 

Vice President

 

 

 

 

Address:

 

388 Greenwich Street, 21st Floor

 

 

 

 

 

 

New York, NY  10013

 

 

 

 

Fax:

 

(212) 816-8098

 

 

 

 

Attention:

 

Nietzsche Rodricks

 

 

 

6




 

DEUTSCHE BANK TRUST COMPANY AMERICAS

 

 

as Lender

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Marcus M. Tarkington

 

 

 

 

Name:

 

Marcus M. Tarkington

 

 

 

 

Title:

 

Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Paul O’Leary

 

 

 

 

Name:

 

Paul O’Leary

 

 

 

 

Title:

 

Vice President

 

 

 

7




 

Merrill Lynch Capital Corporation

 

 

as Lender

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Carol J. E. Feeley

 

 

 

 

Name:

 

Carol J. E. Feeley

 

 

 

 

Title:

 

Vice President

 

 

 

 

 

 

 

 

 

 

8




 

LCM I LIMITED PARTNERSHIP

 

 

 

 

 

By:

 

Lyon Capital Management LLC,

 

 

As Collateral Manager

 

 

 

 

 

as Lender

 

 

 

 

 

By:

 

/s/ Sophie A. Venon

 

 

 

 

LYON CAPITAL MANAGEMENT LLC

 

 

 

 

Name:

 

Sophie A. Venon

 

 

 

 

Title:

 

Portfolio Manager

 

 

 

 

 

 

 

 

 

 

9




 

LCM II LIMITED PARTNERSHIP

 

 

 

 

 

By:

 

Lyon Capital Management LLC,

 

 

As Collateral Manager

 

 

 

 

 

as Lender

 

 

 

 

 

By:

 

/s/ Sophie A. Venon

 

 

 

 

LYON CAPITAL MANAGEMENT LLC

 

 

 

 

Name:

 

Sophie A. Venon

 

 

 

 

Title:

 

Portfolio Manager

 

 

 

 

 

 

 

 

 

 

10




 

LCM III Ltd.

 

 

 

 

 

By:

 

Lyon Capital Management LLC,

 

 

As Collateral Manager

 

 

 

 

 

as Lender

 

 

 

 

 

By:

 

/s/ Sophie A. Venon

 

 

 

 

LYON CAPITAL MANAGEMENT LLC

 

 

 

 

Name:

 

Sophie A. Venon

 

 

 

 

Title:

 

Portfolio Manager

 

 

 

 

 

 

 

 

 

 

11




 

LCM IV, Ltd.

 

 

 

 

 

By:

 

Lyon Capital Management LLC,

 

 

As Collateral Manager

 

 

 

 

 

as Lender

 

 

 

 

 

By:

 

/s/ Sophie A. Venon

 

 

 

 

LYON CAPITAL MANAGEMENT LLC

 

 

 

 

Name:

 

Sophie A. Venon

 

 

 

 

Title:

 

Portfolio Manager

 

 

 

 

 

 

 

 

 

 

12




 

LCM V Ltd.

 

 

 

 

 

By:

 

Lyon Capital Management LLC,

 

 

As Collateral Manager

 

 

 

 

 

as Lender

 

 

 

 

 

By:

 

/s/ Sophie A. Venon

 

 

 

 

LYON CAPITAL MANAGEMENT LLC

 

 

 

 

Name:

 

Sophie A. Venon

 

 

 

 

Title:

 

Portfolio Manager

 

 

 

 

 

 

 

 

 

 

13




 

LCM VI Ltd.

 

 

 

 

 

By:

 

Lyon Capital Management LLC,

 

 

As Attorney-in-Fact

 

 

 

 

 

as Lender

 

 

 

 

 

By:

 

/s/ Sophie A. Venon

 

 

 

 

LYON CAPITAL MANAGEMENT LLC

 

 

 

 

Name:    Sophie A. Venon

 

 

 

 

Title:

 

Portfolio Manager

 

 

 

 

 

 

 

 

 

 

14




 

CALYON NEW YORK BRANCH

 

 

as Lender

 

 

 

 

 

 

 

 

By:

 

/s/ Ted Vandermel

 

/s/ James Guidera

 

 

Name:

 

Ted Vandermel

 

James Guidera

 

 

Title:

 

Director

 

Managing Director

 

 

 

 

 

 

 

 

15




 

JP Morgan Chase Bank N.A.

 

 

as Lender

 

 

 

 

 

 

 

 

By:

 

/s/ Thomas L. Casey

 

 

 

 

Name:

 

Thomas L. Casey

 

 

 

 

Title:

 

Vice President

 

 

 

16




 

UNION BANK OF CALIFORNIA, N.A.

 

 

as Lender

 

 

 

 

 

 

 

 

By:

 

/s/ Susan K. Johnson

 

 

 

 

Name:

 

Susan K. Johnson

 

 

 

 

Title:

 

Vice President

 

 

 

17




 

BARCLAYS BANK PLC

 

 

as Lender

 

 

 

 

 

 

 

 

By:

 

/s/ Sydney G. Dennis

 

 

 

 

Name:

 

Sydney G. Dennis

 

 

 

 

Title:

 

Director

 

 

 

18




 

 

Société Générale

 

 

as Lender

 

 

 

 

 

 

 

 

By:

 

/s/ Yao Wang

 

 

 

 

Name:

 

Yao Wang

 

 

 

 

Title:

 

Vice President

 

 

 

19




 

ABN AMRO Bank N.V.

 

 

as Lender

 

 

 

 

 

 

 

 

By:

 

/s/ R. Scott Donaldson

 

 

 

 

Name:

 

R. Scott Donaldson

 

 

 

 

Title:

 

Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Todd Vaubel

 

 

 

 

Name:

 

Todd Vaubel

 

 

 

 

Title:

 

Assistant Vice President

 

 

 

20




 

WestLB AG, New York Branch,

 

 

as Lender

 

 

 

 

 

 

 

 

By:

 

/s/ Felicia La Forgia

 

 

 

 

Name:

 

Felicia La Forgia

 

 

 

 

Title:

 

Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Peter Ryan

 

 

 

 

Name:

 

Peter Ryan

 

 

 

 

Title:

 

Executive Director

 

 

 

 

21




 

UBS AG, Stamford Branch

 

 

as Lender

 

 

 

 

 

 

 

 

By:

 

/s/ Christopher M. Altkin

 

 

 

 

Name:

 

Christopher M. Altkin

 

 

 

 

Title:

 

Associate Director

 

 

 

 

 

 

Banking Products Services, US

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Toba Lumbantobing

 

 

 

 

Name:

 

Toba Lumbantobing

 

 

 

 

Title:

 

Associate Director

 

 

 

 

 

 

Banking Products Services, US

 

 

 

22




 

Bank of America, N.A.

 

 

as Lender

 

 

 

 

 

 

 

 

By:

 

/s/ Patrick Martin

 

 

 

 

Name:

 

Patrick Martin

 

 

 

 

Title:

 

Vice President

 

 

 

23




 

BNP Paribas

 

 

as Lender

 

 

 

 

 

 

 

 

By:

 

/s/ Timothy Vincent

 

 

 

 

Name:

 

Timothy Vincent

 

 

 

 

Title:

 

Managing Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Dan Cozine

 

 

 

 

Name:

 

Dan Cozine

 

 

 

 

Title:

 

Managing Director

 

 

 

 

 

 

 

 

 

 

24




 

 

Credit Suisse, Cayman Islands Branch

 

 

as Lender

 

 

 

 

 

 

 

 

By:

 

/s/ Brian Caldwell

 

 

 

 

Name:

 

Brian Caldwell

 

 

 

 

Title:

 

Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Nupur Kumar

 

 

 

 

Name:

 

Nupur Kumar

 

 

 

 

Title:

 

Associate

 

 

 

 

 

 

 

 

 

 

25




 

Addison CDO, Limited,

 

 

as a Lender

 

 

 

 

 

 

 

 

By:

 

Pacific Investment Management Company LLC,

 

 

 

 

as its Investment Advisor

 

 

 

 

 

 

 

 

 

By:

 

/s/ Arthur Y. D. Ong

 

 

 

 

Name:

 

Arthur Y. D. Ong

 

 

 

 

Title:

 

Senior Vice President

 

 

 

 

 

 

 

 

 

 

26




 

DELANO Company,

 

 

as a Lender

 

 

 

 

 

 

 

 

By:

 

Pacific Investment Management Company LLC,

 

 

 

 

as its Investment Advisor

 

 

 

 

 

 

 

 

 

By:

 

/s/ Arthur Y. D. Ong

 

 

 

 

Name:

 

Arthur Y. D. Ong

 

 

 

 

Title:

 

Senior Vice President

 

 

 

 

 

 

 

 

 

 

27




 

Fairway Loan Funding Company

 

 

as a Lender

 

 

 

 

 

 

 

 

By:

 

Pacific Investment Management Company LLC,

 

 

 

 

as its Investment Advisor

 

 

 

 

 

 

 

 

 

By:

 

/s/ Arthur Y. D. Ong

 

 

 

 

Name:

 

Arthur Y. D. Ong

 

 

 

 

Title:

 

Senior Vice President

 

 

 

 

 

 

 

 

 

 

28




 

Global Enhanced Loan Fund S.A.,

 

 

as a Lender

 

 

 

 

 

 

 

 

By:

 

Pacific Investment Management Company LLC,

 

 

 

 

as its Investment Advisor

 

 

 

 

 

 

 

 

 

By:

 

/s/ Arthur Y. D. Ong

 

 

 

 

Name:

 

Arthur Y. D. Ong

 

 

 

 

Title:

 

Senior Vice President

 

 

 

 

 

 

 

 

 

 

29




 

Loan Funding III LLC,

 

 

as a Lender

 

 

 

 

 

 

 

 

By:

 

Pacific Investment Management Company LLC,

 

 

 

 

as its Investment Advisor

 

 

 

 

 

 

 

 

 

By:

 

/s/ Arthur Y. D. Ong

 

 

 

 

Name:

 

Arthur Y. D. Ong

 

 

 

 

Title:

 

Senior Vice President

 

 

 

 

 

 

 

 

 

 

30




 

Mayport CLO Ltd.,

 

 

as a Lender

 

 

 

 

 

 

 

 

By:

 

Pacific Investment Management Company LLC,

 

 

 

 

as its Investment Advisor

 

 

 

 

 

 

 

 

 

By:

 

/s/ Arthur Y. D. Ong

 

 

 

 

Name:

 

Arthur Y. D. Ong

 

 

 

 

Title:

 

Senior Vice President

 

 

 

 

 

 

 

 

 

 

31




 

PIMCO Corporate Income Fund,

 

 

as a Lender

 

 

 

 

 

 

 

 

By:

 

Pacific Investment Management Company LLC,

 

 

 

 

as its Investment Advisor

 

 

 

 

 

 

 

 

 

By:

 

/s/ Arthur Y. D. Ong

 

 

 

 

Name:

 

Arthur Y. D. Ong

 

 

 

 

Title:

 

Senior Vice President

 

 

 

 

 

 

 

 

 

 

32




 

PIMCO Corporate Opportunity Fund,

 

 

as a Lender

 

 

 

 

 

 

 

 

By:

 

Pacific Investment Management Company LLC,

 

 

 

 

as its Investment Advisor

 

 

 

 

 

 

 

 

 

By:

 

/s/ Arthur Y. D. Ong

 

 

 

 

Name:

 

Arthur Y. D. Ong

 

 

 

 

Title:

 

Senior Vice President

 

 

 

 

 

 

 

 

 

 

33




 

PIMCO Floating Income Fund,

 

 

as a Lender

 

 

 

 

 

 

 

 

By:

 

Pacific Investment Management Company LLC,

 

 

 

 

as its Investment Advisor, acting through Investors

 

 

 

 

Fiduciary Trust Company in the Nominee Name of IFTCO

 

 

 

 

 

 

 

 

 

By:

 

/s/ Arthur Y. D. Ong

 

 

 

 

Name:

 

Arthur Y. D. Ong

 

 

 

 

Title:

 

Senior Vice President

 

 

 

 

 

 

 

 

 

 

34




 

PIMCO Floating Rate Income Fund,

 

 

as a Lender

 

 

 

 

 

 

 

 

By:

 

Pacific Investment Management Company LLC,

 

 

 

 

as its Investment Advisor, acting through Investors

 

 

 

 

Fiduciary Trust Company in the Nominee Name of IFTCO

 

 

 

 

 

 

 

 

 

By:

 

/s/ Arthur Y. D. Ong

 

 

 

 

Name:

 

Arthur Y. D. Ong

 

 

 

 

Title:

 

Senior Vice President

 

 

 

 

 

 

 

 

 

 

35




 

PIMCO Floating Rate Strategy Fund,

 

 

as a Lender

 

 

 

 

 

 

 

 

By:

 

Pacific Investment Management Company LLC,

 

 

 

 

as its Investment Advisor, acting through Investors

 

 

 

 

Fiduciary Trust Company in the Nominee Name of IFTCO

 

 

 

 

 

 

 

 

 

By:

 

/s/ Arthur Y. D. Ong

 

 

 

 

Name:

 

Arthur Y. D. Ong

 

 

 

 

Title:

 

Senior Vice President

 

 

 

 

 

 

 

 

 

 

36




 

Southport CLO, Limited,

 

 

as a Lender

 

 

 

 

 

 

 

 

By:

 

Pacific Investment Management Company LLC,

 

 

 

 

as its Investment Advisor

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Arthur Y. D. Ong

 

 

 

 

Name:

 

Arthur Y. D. Ong

 

 

 

 

Title:

 

Senior Vice President

 

 

 

 

 

 

 

 

 

 

37




 

Waveland — INGOTS, LTD.,

 

 

as a Lender

 

 

 

 

 

 

 

 

By:

 

Pacific Investment Management Company LLC,

 

 

 

 

as its Investment Advisor

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Arthur Y. D. Ong

 

 

 

 

Name:

 

Arthur Y. D. Ong

 

 

 

 

Title:

 

Senior Vice President

 

 

 

 

 

 

 

 

 

 

38




 

Goldman Sachs Credit Partners

 

 

as Lender

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Robert Schatzman

 

 

 

 

Name:

 

Robert Schatzman

 

 

 

 

Title:

 

Authorized Signatory

 

 

 

 

 

 

 

 

 

 

39




 

LEHMAN COMMERCIAL PAPER INC.

 

 

as Lender

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

/s/ Frank P. Turner

 

 

 

 

Name:

 

Frank P. Turner

 

 

 

 

Title:

 

Vice President

 

 

 

 

 

 

 

 

 

 

40