Exhibit
4.1


 


[EXECUTION COPY]


 


THIRD AMENDMENT TO CREDIT
AGREEMENT and

FIRST AMENDMENT TO PARENT GUARANTY AND PLEDGE AGREEMENT


 


THIS THIRD AMENDMENT TO CREDIT AGREEMENT and FIRST
AMENDMENT TO PARENT GUARANTY AND PLEDGE AGREEMENT, dated as of October 22,
2004 (this “Amendment”), is made by REDDY ICE GROUP, INC., a Texas
corporation (the “Borrower”), REDDY ICE HOLDINGS, INC., a Delaware
corporation (“Parent”), CREDIT SUISSE FIRST BOSTON, acting through its
Cayman Islands Branch (“CSFB”), as the Administrative Agent, CANADIAN
IMPERIAL BANK OF COMMERCE and BEAR STEARNS CORPORATE LENDING INC., as the
Co-Syndication Agents, and certain of the Lenders (such capitalized term and
other capitalized terms used in this preamble and the recitals below to have
the meanings set forth in, or are defined by reference in, Article I
below).


 


W I T N E S S E T H:


 


WHEREAS, the Borrower, the Lenders, the Administrative
Agent, the Co-Syndication Agents, and CIBC World Markets Corp., CSFB and Bear,
Stearns & Co. Inc., as the Lead Arrangers and Joint-Book-Runners, are all
parties to the Credit Agreement, dated as of August 15, 2003 (as amended
or otherwise modified prior to the date hereof, the “Existing Credit
Agreement”, and as amended by this Amendment and as the same may be further
amended, supplemented, amended and restated or otherwise modified from time to
time, the “Credit Agreement”);


 


WHEREAS, Parent and the Administrative Agent are
parties to the Parent Guaranty and Pledge Agreement, dated as of August 15,
2003 (as amended or otherwise modified prior to the date hereof, the “Existing
Parent Guaranty and Pledge Agreement”, and as amended by this Amendment and
as the same may be further amended, supplemented, amended and restated or
otherwise modified from time to time, the “Parent Guaranty and Pledge
Agreement”);


 


WHEREAS, the Borrower and Parent have requested that
the Lenders amend certain provisions of the Existing Credit Agreement and the
Existing Parent Guaranty and Pledge Agreement; and


 


WHEREAS, the Lenders party hereto are willing to amend
the Existing Credit Agreement and the Existing Parent Guaranty and Pledge
Agreement as set forth below on the terms and subject to the conditions
hereinafter set forth;


 


NOW, THEREFORE, the parties hereto hereby covenant and
agree as follows:


 





















 


ARTICLE I

DEFINITIONS


 


SECTION 1.1.  Certain Definitions.  The following terms when used in this
Amendment shall have the following meanings (such meanings to be equally
applicable to the singular and plural forms thereof):


 


“Amendment” is defined in the preamble.


 


“Amendment Effective Date” is defined in Article IV.


 


“Borrower” is defined in the preamble.


 


“Credit Agreement” is defined in the first
recital.


 


“CSFB” is defined in the preamble.


 


“Existing Credit Agreement” is defined in the first
recital.


 


“Existing Parent Guaranty and Pledge Agreement”
is defined in the second recital.


 


“Parent” is defined in the preamble.


 


“Parent Guaranty and Pledge Agreement” is
defined in the second recital.


 


“Parent Debt” is defined in Section 3.1.1.


 


“Parent Debt Documents” is defined in Section 3.1.1.


 


“Parent Note Indenture” is defined in Section 3.1.1.


 


“Parent Notes” is defined in Section 3.1.1.


 


SECTION 1.2.  Other Definitions.  Terms for which meanings are provided in the
Credit Agreement are, unless otherwise defined herein or the context otherwise
requires, used in this Amendment with such meanings.


 


ARTICLE II

AMENDMENTS TO EXISTING CREDIT AGREEMENT


 


Effective on (and subject to the occurrence of) the
Amendment Effective Date, the provisions of the Existing Credit Agreement
referred to below are hereby amended in accordance with this Article II.  Except as expressly so amended, the Existing
Credit Agreement shall continue in full force and effect in accordance with its
terms.


 


SECTION 2.1.  Amendments to Article I.  Article I of the Existing Credit
Agreement is hereby amended as follows:


 


2





















 


SECTION 2.1.1.  Section 1.1 of the Existing Credit
Agreement is hereby amended by inserting the following definitions in the
appropriate alphabetical order:


 


“Existing Preferred Stock” means Parent’s 12%
cumulative redeemable Series A preferred stock.


 


“Third Amendment” means the Third Amendment to
Credit Agreement and the First Amendment to Parent Guaranty and Pledge
Agreement, dated as of October 22, 2004, among the Borrower, Parent, the
Administrative Agent, the Co-Syndication Agents and the Lenders party thereto.


 


“Third Amendment Effective Date” means the
Amendment Effective Date (as defined in the Third Amendment).


 


“Third Amendment Fee Letter” means the
confidential letter, dated the Third Amendment Effective Date, from CIBC to the
Borrower.


 


“Third Amendment Restricted Payment” means a
Restricted Payment made by the Borrower to Parent in an amount not to exceed
$30,000,000.


 


“Transaction Payment” means the special
transaction payments paid to certain members of management and certain
directors after the Third Amendment Effective Date in an amount not to exceed
$1,300,000.


 


SECTION 2.1.2.  The definition of “Change in Control” set
forth in Section 1.1 of the Existing Credit Agreement is hereby amended by
replacing the words “initially held by the Permitted Holders on the Closing
Date” with the words “held by the Permitted Holders on the Third Amendment
Effective Date (after giving effect to the redemption of the Existing Preferred
Stock)” appearing in clause (a)(i) and clause (b)(i)(A) thereof.


 


SECTION 2.1.3.  The definition of “EBITDA” set forth in Section 1.1
of the Existing Credit Agreement is hereby amended by deleting the word “and”
at the end of clause (v) thereof and replacing it with “,”, deleting the “.” at
the end of clause (vi) thereof and replacing it with the word “and” and
inserting a new clause (vii) to read as follows:


 


(vii)  for the four Fiscal Quarters ending after the
Third Amendment Effective Date, an amount equal to the sum of (x) the amount of
the Transaction Payment plus (y) an amount not to exceed $4,000,000 for
other expenses incurred in connection with the transactions contemplated by the
Third Amendment (including the issuance of the Parent Notes).


 


SECTION 2.2.  The definition of “Fee Letters” is hereby
amended and restated in its entirety as follows


 


“Fee Letters” means (a) the confidential
letter, dated May 12, 2003, from CSFB, CIBC, BSCL, CIBC World Markets and Bear
Stearns to Parent and Merger Sub, (b) the


 


3





















 


confidential
letter, dated the Closing Date, from CSFB to the Borrower, (c) the First
Amendment Fee Letter and (d) the Third Amendment Fee Letter.


 


SECTION 2.3.  Amendment to Articles III.  The first sentence of clause (h) of Section 3.1.1
of the Existing Credit Agreement is hereby amended by deleting the “.” at the
end of such sentence and replacing it with “; provided, further
that the amount of the mandatory prepayment owed for the 2004 Fiscal Year, if
any, pursuant to this clause shall equal the amount calculated as set forth
above less the sum of the amount of the Third Amendment Restricted Payment and
the Transaction Payment.”.


 


SECTION 2.4.  Amendments to Articles VII.  Article VII of the Existing Credit
Agreement is hereby amended as follows:


 


SECTION 2.4.1.  Section 7.2.6 of the Existing Credit
Agreement is hereby amended by deleting the “and” at the end of clause (e)
thereof, replacing the “.” at the end of clause (f) thereof with “; and” and
inserting a new clause (g) at the end of such Section to read as follows:


 


(g)  so long as
no Default has occurred and is continuing or would occur after giving effect
thereto, the Borrower may make the Third Amendment Restricted Payment so long
as the proceeds thereof are used, together with the proceeds of the Parent
Notes to redeem all of the outstanding Existing Preferred Stock, pay fees and
expenses incurred in connection with the issuance of the Parent Notes, pay a
dividend to the holders of the common stock of Parent.


 


SECTION 2.4.2.  Section 7.2.10 of the Existing Credit
Agreement is hereby amended by deleting the “and” at the end of clause (c)
thereof, replacing the “.” at the end of clause (d) thereof with a “; and” and
inserting a new clause (e) at the end of such Section to read as follows:


 


(e) 
notwithstanding anything else set forth in any Loan Document (and
waiving the requirement for prior written notice set forth in Section 4.2
of the Borrower Pledge and Security Agreement), so long as no Default has
occurred and is continuing, the Borrower may, on or after the Third Amendment
Effective Date, merge with and into another Subsidiary of Parent or the
Borrower so long as after giving effect thereto the Administrative Agent shall
have a perfected pledge of 100% of the Capital Securities of the surviving
Person and prior thereto the Borrower shall have delivered such documentation
as shall be reasonably necessary in the opinion of the Administrative Agent to
maintain the security interest of the Secured Parties in the assets of the
Borrower to the same extent as before giving effect thereto.


 


ARTICLE III


AMENDMENTS TO EXISTING 

PARENT GUARANTY AND PLEDGE AGREEMENT


 


Effective on (and subject to the occurrence of) the
Amendment Effective Date, the provisions of the Existing Parent Guaranty and
Pledge Agreement referred to below are hereby amended in accordance with this Article III.  Except as expressly so amended, the Existing


 


4





















 


Parent Guaranty and Pledge Agreement shall continue in full force and
effect in accordance with its terms.


 


SECTION 3.1.  Amendment to Article I.  Article I of the Existing Parent
Guaranty and Pledge Agreement is hereby amended as follows:


 


SECTION 3.1.1.  Section 1.1 of the Existing Parent
Guaranty and Pledge Agreement is hereby amended by inserting the following
definitions in the appropriate alphabetical order:


 


“Parent Debt” means the Indebtedness evidenced
by the Parent Notes.


 


“Parent Debt Documents” means, collectively,
the Parent Note Indenture, the Registration Rights Agreement (as defined in the
Parent Note Indenture) and each of the loan agreements, indentures, note
purchase agreements, promissory notes, guarantees, and other instruments
(including the Parent Notes) evidencing the terms of the Parent Debt, as
amended, supplemented, amended and restated or otherwise modified in accordance
with Section 5.10.


 


“Parent Note Indenture” means the Indenture, dated
as of the Third Amendment Effective Date, among the Guarantor and U.S. Bank
National Association, as trustee, as in effect on the Third Amendment Effective
Date and, thereafter, as amended, supplemented, amended and restated or
otherwise modified in accordance with Section 5.10.


 


“Parent
Notes” means the Guarantor’s senior discount notes due 2012, issued for
gross cash proceeds of up to $100,200,000, as in effect on the Third Amendment
Effective Date and, thereafter, as amended, supplemented, amended and restated
or otherwise modified in accordance with Section 5.10 and any
registered exchange notes issued in exchange therefor.


 


SECTION 3.2.  Amendments to Article IV.  Article IV of the Existing Parent
Guaranty and Pledge Agreement is hereby amended by inserting a new Section 4.10
at the end of such Article to read as follows:


 


SECTION 4.10  Issuance of Parent Notes.  The Guarantor has the power and authority to
incur the Parent Debt as provided for under the Parent Debt Documents
applicable thereto and has duly authorized, executed and delivered the Parent
Debt Documents applicable to such Parent Debt. 
On the Third Amendment Effective Date, the Guarantor has issued the
Parent Debt under the applicable Parent Debt Documents, and such Parent Debt
Documents constitute, assuming the due authorization, execution and delivery by
the other parties thereto, the legal, valid and binding obligations of the
Guarantor enforceable against the Guarantor in accordance with their terms
(except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights
generally and by principles of equity).


 


SECTION 3.3.  Amendments to Articles V.  Article V of the Existing Parent
Guaranty and Pledge Agreement is hereby amended as follows:


 


5





















 


SECTION 3.3.1.  Clause (b)(v) of Section 5.10 of the
Existing Parent Guaranty and Pledge Agreement is hereby amended and restated in
its entirety as follows:


 


(v)  incur any Indebtedness
or otherwise become or be liable in respect of any Indebtedness other than in
respect of (A) the Obligations, (B) the guarantees of the Subordinated Notes
(or any refinancing thereof) and (C) so long as no Default has occurred and is
continuing prior to the issuance thereof, unsecured Indebtedness of the
Guarantor evidenced by the Parent Notes incurred pursuant to the terms of the
Parent Debt Documents resulting in gross proceeds of up to $100,200,000 so long
as the proceeds thereof, together with the proceeds of the Third Amendment
Restricted Payment, are used to redeem all of the outstanding Existing
Preferred Stock, pay fees and expenses incurred in connection with the issuance
of the Parent Notes, pay a dividend to the holders of the common stock of
Parent.


 


SECTION 3.3.2.  Clause (b) of Section 5.10 of the
Existing Parent Guaranty and Pledge Agreement is hereby further amended by
deleting the word “or” at the end of clause (v) thereof, replacing the “.” at
the end of clause (vi) thereof with a “;” and inserting new clauses (vii) and
(viii) at the end of such Section to read as follows:


 


(vii)  and will not permit any of its Subsidiaries
to (A) make any payment or prepayment of principal of, or premium or interest
on, the Parent Notes other than the scheduled date for payment of interest set
forth in the applicable Parent Debt Documents, (B) redeem, retire, purchase,
defease or otherwise acquire the Parent Notes or (C) make any deposit
(including the payment of amounts into a sinking fund or other similar fund)
for any of the foregoing purposes; provided that this clause (vii)
shall not prohibit the prepayment of the Parent Notes with the proceeds of any
issuance of Capital Securities of Parent not required to be used to prepay the
Loans pursuant to clause (e) of Section 3.1.1 of the Credit Agreement; or


 


(viii)  consent to any amendment, supplement, waiver
or other modification of the terms or provisions contained in the Parent Debt
Documents, other than any amendment, supplement, waiver or modification of the
Parent Debt Documents which (i) extends the date or reduces the amount of any
required repayment, prepayment or redemption of the principal of such Parent
Debt, (ii) reduces the rate or extends the date for payment of the interest,
premium (if any) or fees payable on such Parent Debt or (iii) makes the
covenants, events of default or remedies in such Parent Debt Documents less
restrictive on the Guarantor.


 


ARTICLE IV


CONDITIONS TO EFFECTIVENESS


 


This Amendment and the amendments contained herein
shall become effective on the date (the “Amendment Effective Date”) when
each of the conditions set forth in this Article IV shall have been
fulfilled to the satisfaction of the Administrative Agent.


 


6





















 


SECTION 4.1.  Counterparts.  The Administrative Agent shall have received
counterparts hereof executed on behalf of the Borrower, Parent, the
Administrative Agent, the Co-Syndication Agents and the Required Lenders.


 


SECTION 4.2.  Affirmation and Consent.  The Administrative Agent shall have received
a duly executed copy of an Affirmation and Consent, dated as of the Amendment
Effective Date, in form and substance satisfactory to the Lead Arrangers, duly
executed and delivered by each of the Obligors (other than the Borrower and
Parent).


 


SECTION 4.3.  Issuance of Parent Notes, Parent Debt
Documents.  Substantially
contemporaneously with the effectiveness of this Amendment, Parent shall have
issued the Parent Notes on terms and conditions reasonably satisfactory to the
Lead Arrangers.  The Lead Arrangers shall
be reasonably satisfied with the terms and conditions of all documentation
related to the Parent Debt, including the Parent Notes and the Parent Notes
Indenture.


 


SECTION 4.4.  Closing Fees, Expenses, etc.  The Administrative Agent shall have received
for its own account, or for the account of each Lead Arranger, as the case may
be, all fees, costs and expenses due and payable pursuant to Section 3.3.2
or Section 10.3 of the Credit Agreement.


 


SECTION 4.5.  Amendment Fee.  The Administrative Agent shall have received
for the account of each Lender (that has delivered its signature page in a
manner and before the time set forth below), an amendment fee in an amount
equal to 0.10% of the sum of (i) the outstanding principal amount of Loans
owing to such Lender on the Amendment Effective Date plus (ii) such
Lender’s Revolving Loan Percentage of the unused portion of the Revolving Loan
Commitment Amount (excluding outstanding Swing Line Loans and Letter of Credit
Outstandings) on the Amendment Effective Date, but payable only to each such
Lender that has delivered (including by way of facsimile) its executed
signature page to this Amendment to the attention of Mariana Baquero at Mayer,
Brown, Rowe & Maw LLP, 1675 Broadway, New York, New York 10019, facsimile
number: 212-262-1910, at or prior to 5:00 p.m. (New York time) on October 22,
2004.


 


SECTION 4.6.  Satisfactory Legal Form.  The Administrative Agent and its counsel
shall have received all information, and such counterpart originals or such
certified or other copies of such materials, as the Administrative Agent or its
counsel may reasonably request, and all legal matters incident to the
effectiveness of this Amendment shall be satisfactory to the Administrative
Agent and its counsel.  All documents
executed or submitted pursuant hereto or in connection herewith shall be
reasonably satisfactory in form and substance to the Administrative Agent and
its counsel.


 


ARTICLE V

MISCELLANEOUS


 


SECTION 5.1.  Cross-References.  References in this Amendment to any Article or
Section are, unless otherwise specified, to such Article or Section of
this Amendment.


 


7





















 


SECTION 5.2.  Loan Document Pursuant to Existing Credit
Agreement.  This Amendment is a Loan
Document executed pursuant to the Existing Credit Agreement and shall (unless
otherwise expressly indicated therein) be construed, administered and applied
in accordance with all of the terms and provisions of the Existing Credit
Agreement, as amended hereby, including Article X thereof.


 


SECTION 5.3.  Successors and Assigns.  This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.


 


SECTION 5.4.  Counterparts.  This Amendment may be executed by the parties
hereto in several counterparts, each of which when executed and delivered shall
be an original and all of which shall constitute together but one and the same
agreement.  Delivery of an executed counterpart
of a signature page to this Amendment by facsimile shall be effective as
delivery of a manually executed counterpart of this Amendment.


 


SECTION 5.5.  Governing
Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK.


 


SECTION 5.6.  Full Force and Effect; Limited Amendment.  Except as expressly amended hereby, all
of the representations, warranties, terms, covenants, conditions and other
provisions of the Existing Credit Agreement, the Existing Parent Guaranty and
Pledge Agreement and the Loan Documents shall remain unchanged and shall
continue to be, and shall remain, in full force and effect in accordance with
their respective terms.  The amendments
set forth herein shall be limited precisely as provided for herein to the
provisions expressly amended herein and shall not be deemed to be an amendment
to, waiver of, consent to or modification of any other term or provision of the
Existing Credit Agreement, the Existing Parent Guaranty and Pledge Agreement or
any other Loan Document or of any transaction or further or future action on
the part of any Obligor which would require the consent of the Lenders under
the Existing Credit Agreement, the Existing Parent Guaranty and Pledge
Agreement or any of the Loan Documents.


 


SECTION 5.7.  Representations and Warranties.  In order to induce the Lenders to execute and
deliver this Amendment, the Borrower hereby represents and warrants to the
Lenders, on the Amendment Effective Date, after giving effect to this
Amendment, that all statements set forth in Section 5.2.1 of the Credit
Agreement are true and correct as of such date, except to the extent that any
such statement expressly relates to an earlier date (in which case such
statement was true and correct on and as of such earlier date).


 


8





















 


IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Amendment as of the date first above written.


 


 


	
   

  	
  REDDY ICE GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven J. Janusek

  	
   

  
	
   

  	
   

  	
  Steven J. Janusek, Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REDDY ICE HOLDINGS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven J. Janusek

  	
   

  
	
   

  	
   

  	
  Steven J. Janusek, Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE FIRST
  BOSTON, acting through its

  Cayman Islands Branch,

  
	
   

  	
  as Administrative Agent
  and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P. Moran

  	
   

  
	
   

  	
   

  	
  James P. Moran,
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Denise L. Alvarez

  	
   

  
	
   

  	
   

  	
  Denise L. Alvarez,
  Associate

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CANADIAN IMPERIAL BANK

  OF COMMERCE,

  
	
   

  	
  as a Co-Syndication
  Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George Knight

  	
   

  
	
   

  	
   

  	
  George Knight, Managing
  Director

  



 


9





















 


	
   

  	
  BEAR STEARNS CORPORATE
  LENDING INC.,

  
	
   

  	
  as a Co-Syndication Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Victor
  Bulzacchelli

  	
   

  
	
   

  	
   

  	
  Victor Bulzacchelli

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [INSERT NAME OF LENDER]*

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



* The
following Lenders have executed this Third Amendment to Credit Agreement and
First Amendment to Parent Guarantee and Pledge Agreement:


 


Access Institutional Loan
Fund


AIB Debt Management Ltd


AMMC CDO II, Limited


Ares V CLO Ltd


Ares VI CLO Ltd


Ares VII CLO Ltd


Ares VIII CLO Ltd


Ballyrock CDO I Limited


Ballyrock CLO II Limited


Big Sky Senior Loan Fund,
Ltd


Black Diamond CLO 1998-1


Bryn Mawr CLO Ltd.


Callidus Debt Partners
CLO Fund II, Ltd.


Carlyle High Yield
Partners II, Ltd.


Carlyle High Yield
Partners III, Ltd.


Carlyle High Yield
Partners, L.P.


Carlyle Loan Opportunity
Fund


CIT Lending Services
Corporation


Citigroup Investments
Corporate Loan Fund Inc.


Clydesdale CLO 2003 Ltd.


Columbus Loan Funding
Ltd.


Costantinus Eaton Vance,
CDO V, Ltd


Eaton Vance CDO III, Ltd.


Eaton Vance CDO VI Ltd.


Eaton Vance Floating-Rate
Income Trust


Eaton Vance Institutional
Senior Loan Fund


Eaton Vance Limited
Duration Income Fund


Eaton Vance Senior Floating-Rate
Trust


Eaton Vance Senior Income
Trust


Eaton Vance VT
Floating-Rate Income Fund


Fidelity Advisor Series
II: Fidelity Advisor Floating Rate High Income Fund


Flagship CLO 2001-1


Flagship CLO II


Flagship CLO III


Forest Creek CLO Ltd.


Franklin Floating Rate
Master Series


Franklin Floating Rate
Trust


General Electric Capital
Corporation


Grayson & Co.


GSC Partners Gemini Fund
Limited


Gulf Stream-Compass CLO
2003-1 Ltd.


Gulf Stream-Compass CLO
2004-1 Ltd.


Harbour Town Funding LLC


Highland Floating Rate
Advantage Fund


 


10





















 


Highland Floating Rate
Limited Liability Company


Investors Bank &
Trust Company as Sub-Custodian Agents of Cypresstree International Loan Holding
Company Limited


Katonah III, Ltd.


Katonah V, Ltd.


Landmark III CDO Ltd.


Loan Funding IV LLC


Long Grove CLO Ltd.


Magnetite IV CLO, Limited


Magnetite V CLO, Limited


Merrill Lynch Capital


Monument Capital Ltd.


New Alliance Global CDO,
Limited


Monument Park CDO Ltd.


Muirfield Trading LLC


Navigator CDO 2003, Ltd.


NYLIM Flatiron CLO 2003-1
Ltd.


MainStay Floating Rate
Fund


Oakhill Credit Partners
I, Limited


Oakhill Credit Partners
II, Limited


Oxford Strategic Income
Fund


PPM Shadow Creek Funding
LLC


PPM Spyglass Funding
Trust


Rosemont CLO Ltd.


Sankaty Advisors, LLC as
Collateral Manager for Avery Point CLO, Ltd.


Sankaty Advisors, LLC as
Collateral Manager for Castle Hill II- INGOTS, Ltd.


Sankaty Advisors, LLC as
Collateral Manager for Race Point CLO, Limited


Sankaty Advisors, LLC as
Collateral Manager for Race Point II CLO, Limted


Sankaty High Yield
Partners III, L.P.


Senior Debt Portfolio


Sequils-Cumberland I,
Ltd.


Sequils-Glace Bay, Ltd.


Sierra CLO I


SRF 2000, Inc.


State Street Bank and
Trust Company as Trustee for General Motors Welfare Benefit Trust


State Street Bank and
Trust Company as Trustee for GMAM Group Pension Trust I


Tolli & Co.


TRS Callisto LLC


TRS Eclipse LLC


Union Square CDO Ltd.


Veritas CLO I, Ltd.


Winged Food Funding Trust


 


11