exv10w1






Exhibit 10.1




Execution Version




AMENDMENT NO. 2 TO CREDIT AGREEMENT




     This Amendment No. 2 to Credit Agreement (the “Agreement”) is dated as of April 30, 2010 and
effective in accordance with Section 3 below, by and among L-1 IDENTITY SOLUTIONS OPERATING
COMPANY (formerly known as L-1 Identity Solutions, Inc.), a Delaware corporation (the “Borrower”),
L-1 IDENTITY SOLUTIONS, INC., a Delaware corporation (“Holdings”), each of the other Guarantors,
each Lender party hereto, and BANK OF AMERICA, N.A., as administrative agent (the “Administrative
Agent”) for the Lenders party to the Credit Agreement referred to below.



STATEMENT OF PURPOSE




     WHEREAS, the Borrower, Holdings, the Lenders and the Administrative Agent are parties to the
Second Amended and Restated Credit Agreement dated as of August 5, 2008 (as amended by Amendment
No. 1 to the Credit Agreement, dated as of July 8, 2009, and as otherwise previously modified and
amended, as amended hereby and as further amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”).



     WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders agree to
amend the Credit Agreement as more specifically set forth herein. Subject to the terms and
conditions set forth herein, the Administrative Agent and each of the Lenders party hereto have
agreed to grant such requests of the Borrower.



     NOW, THEREFORE, subject to the occurrence of the Effective Date (as defined below) pursuant to
Section 3 hereof and in consideration of these premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:



     1. Capitalized Terms. Except as otherwise provided herein, all capitalized undefined
terms used in this Agreement (including, without limitation, in the introductory paragraph and the
statement of purpose hereto) shall have the meanings assigned thereto in the Credit Agreement (as
amended by this Agreement).



     2. Amendments.




     (a) Amendment to Section 1.01. The definition of “Consolidated EBITDA” in
Section 1.01 (“Defined Terms”) of the Credit Agreement is hereby amended by (i) deleting
the “and” after subclause (a)(v) of the first paragraph of such definition, and (ii)
inserting the following new subclause (a)(vii) after subclause (a)(vi) thereof:




“, and (vii) the reasonable nonrecurring transaction-related costs of the
Borrower and its Consolidated Subsidiaries in connection with any
transaction or series of related transactions pursuant to which all or
substantially all of the assets and operations of Holdings and its
Subsidiaries are to be Disposed to one or more Persons none of which is an
Affiliate of Holdings or any of its Subsidiaries, and upon the consummation
of which the Obligations are to be paid in full,”




     (b) Amendment to Article VI. Article VI (“Affirmative Covenants”) of
the Credit Agreement is hereby amended by adding the following new Section 6.19
thereto:



 









 






     “6.19. Limitation on Cash Reserves. Without limiting the requirements
of Section 2.05(b), if on any date the aggregate amount of cash and
Cash Equivalents on the balance sheet of the Borrower and its Subsidiaries
(excluding any such amounts of cash and Cash Equivalents that constitute Net
Cash Proceeds, Extraordinary Receipts or Consolidated Excess Cash Flow that
are required to be used to make mandatory prepayments within the next ten
(10) Business Days pursuant to Section 2.05(b)) exceeds $10,000,000,
the Borrower shall within five (5) Business Days of such date prepay
Revolving Loans and/or Swing Line Loans in an amount equal to the
lesser of the amount such that, after making such prepayment, either
(a) the Outstanding Amount of all Revolving Loans and Swing Line Loans is
$0, and (b) the amount of cash and Cash Equivalents on the balance sheet of
the Borrower and its Subsidiaries is not greater than $10,000,000.”




     (c) Amendment to Section 7.02. Section 7.02 (“Investments”) of the
Credit Agreement is hereby amended by deleting clause (g)(v)(B) thereof in its entirety and
replacing it with the following:




     “(B) the Borrower would be in compliance with the Consolidated Leverage
Ratio set forth in Section 7.11(b) as of the most recently completed
Reference Period ended prior to such transaction for which the financial
statements and certificates required by Section 6.01(a) or
6.01(b) have been delivered, after giving pro forma effect to such
transaction and to any other event occurring after such period as to which
pro forma recalculation is appropriate (including any other transaction
described in this Section 7.02(g) occurring after such period) as if
such transaction had occurred as of the first day of such period (assuming,
for purposes of pro forma compliance with Section 7.11(b), that the
maximum Consolidated Leverage Ratio permitted at the time by such Section
was in fact the lower of (x) the ratio that is 0.25 to 1.00 more restrictive
than the Consolidated Leverage Ratio actually provided for in such Section
at such time, and (y) 2.75 to 1.00);”




     (d) Amendment to Section 7.03. Section 7.03 (“Indebtedness”) of the
Credit Agreement is hereby amended by deleting clause (i) thereof in its entirety and
replacing it with the following:




     “(i) unsecured Subordinated Debt




     (i) of the Borrower not to exceed $200,000,000 at any time
outstanding; provided that (A) no Default or Event of
Default shall have occurred or would occur as a result of the
incurrence of such Subordinated Debt and (B) the Borrower and its
Subsidiaries are in pro forma compliance, after giving effect to the
incurrence of such Subordinated Debt, with each of the covenants in
this Agreement (including, without limitation, Section 7.11,
but assuming, for purposes of pro forma compliance with Section
7.11, that the minimum Debt Service Coverage Ratio permitted at
such time by Section 7.11(a) was 2.25 to 1.00, and that the
maximum Consolidated Leverage Ratio permitted at such time by
Section 7.11(b) was in fact the lower of (x) the
Consolidated Leverage Ratio actually provided for in such Section at
such time, and (y) 2.75 to 1.00); and



2









 






     (ii) of Holdings; provided, that (A) no Default or Event of
Default shall have occurred or would occur as a result of the
incurrence of such Subordinated Debt and (B) the pro forma
Consolidated Leverage Ratio of Holdings and its Subsidiaries after
giving effect to the incurrence of such Subordinated Debt shall be
less than 4.75 to 1.00;”




     (e) Amendment to Section 7.11. Section 7.11 (“Financial Covenants”) is
hereby amended by deleting such section in its entirety and replacing it with the following:




     “7.11. Financial Covenants.




               (a) Consolidated Debt Service Coverage Ratio. Permit the Consolidated
Debt Service Coverage Ratio as of the end of each fiscal quarter of the Borrower to
be less than the corresponding ratio set forth below:



	 	 	 	 	 
	 	 	Minimum Debt Service
	Applicable Period	 	Coverage Ratio
	Closing Date to and including March
30, 2010
	 	 	2.25 to 1.00	 
	March 31, 2010 to and including
September 29, 2010
	 	 	1.65 to 1.00	 
	September 30, 2010 and thereafter
	 	 	2.25 to 1.00	 







; provided that notwithstanding the foregoing, if on or prior to August 31,
2010 Holdings or one or more of its Affiliates shall have entered into a definitive
agreement providing for the sale of all or substantially all of the assets and
operations of Holdings and its Subsidiaries (whether pursuant to a sale of Equity
Interests, a merger, an asset sale or otherwise), then the maximum Consolidated Debt
Service Coverage Ratio for the period from September 30, 2010 to and including
December 30, 2010 shall remain at 1.65 to 1.00.




               (b) Consolidated Borrower Leverage Ratio. Permit the Consolidated
Leverage Ratio of the Borrower and its Consolidated Subsidiaries as of the end of
each fiscal quarter of the Borrower to exceed the corresponding ratio set forth
below:



	 	 	 	 	 
	 	 	Maximum Consolidated
	Applicable Period	 	Leverage Ratio
	Closing Date to and including March
30, 2010
	 	 	3.25 to 1.00	 
	March 31, 2010 to and including
September 29, 2010
	 	 	3.85 to 1.00	 
	September 30, 2010 to and including
March 30, 2011
	 	 	3.00 to 1.00	 
	March 31, 2011 and thereafter
	 	 	2.75 to 1.00	 






3









 







; provided that notwithstanding the foregoing, if on or prior to August 31,
2010 Holdings or one or more of its Affiliates shall have entered into a definitive
agreement providing for the sale of all or substantially all of the assets and
operations of Holdings and its Subsidiaries (whether pursuant to a sale of Equity
Interests, a merger, an asset sale or otherwise), then the maximum Consolidated
Leverage Ratio for the period from September 30, 2010 to and including December 30,
2010 shall remain at 3.85 to 1.00.”



     3. Conditions to Effectiveness. Upon the satisfaction of each of the following
conditions, this Agreement shall be deemed to be effective as of March 31, 2010 (the date of
satisfaction of such conditions, the “Effective Date”):



     (a) the Administrative Agent shall have received counterparts of this Agreement executed by
the Administrative Agent, the Required Lenders and each of the Loan Parties;



     (b) the Borrower shall have paid to the Administrative Agent (or its applicable affiliate),
for the account of each Lender that executes and delivers to the Administrative Agent (or its
counsel) a signature page to this Agreement, an amendment fee in an amount equal to (i) 0.25%
times (ii) the sum of (A) the principal amount of such consenting Lender’s Revolving
Commitment plus (B) the aggregate Outstanding Amount of all Term Loans of such consenting
Lender, provided that such fee shall only be paid to those Lenders whose signature page is
actually received (whether as an original or as an electronic transmission in accordance with
Section 7(c) below) by the Administrative Agent (or its counsel) on or prior to 5:00 p.m.
(Eastern Time) on April 23, 2010 unless such later time (prior to the Effective Date) is otherwise
agreed by the Administrative Agent and the Borrower;



     (c) the Administrative Agent shall have been paid all other fees owed to it (including,
without limitation, those owing under the Fee Letter dated as of April 14, 2010, among the
Administrative Agent, Banc of America Securities LLC and the Borrower) and reimbursed for all
reasonable, invoiced out-of-pocket costs and expenses incurred by the Administrative Agent in
connection with this Agreement, including, without limitation, the reasonable, invoiced fees and
disbursements of counsel for the Administrative Agent; and



     (d) the Administrative Agent shall have received such other instruments, documents and
certificates as the Administrative Agent shall reasonably request in connection with the execution
of this Agreement.



     4. Effect of the Agreement.



     (a) Except as expressly provided herein, the Credit Agreement and the other Loan Documents
shall remain unmodified and in full force and effect. Except as expressly set forth herein, this
Agreement shall not be deemed (i) to be a waiver of, or consent to, a modification or amendment of,
any other term or condition of the Credit Agreement or any other Loan Document, (ii) to prejudice
any other right or rights which the Administrative Agent or the Lenders may now have or may have in
the future under or in connection with the Credit Agreement or the other Loan Documents or any of
the instruments or agreements referred to therein, as the same may be amended, restated,
supplemented or otherwise modified from time to time, (iii) to be a commitment or any other
undertaking or expression of any



4









 




willingness to engage in any further discussion with the Borrower or any other Person with
respect to any waiver, amendment, modification or any other change to the Credit Agreement or the
Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative
Agent, or any of them, under or with respect to any such documents or (iv) to be a waiver of, or
consent to, or a modification or amendment of, any other term or condition of any other agreement
by and among the Borrower, on the one hand, and the Administrative Agent or any other Lender, on
the other hand. References in the Credit Agreement to “this Agreement” (and indirect references
such as “hereunder”, “hereby”, “herein”, and “hereof”) and in any Loan Document to the Credit
Agreement shall be deemed to be references to the Credit Agreement as modified hereby.




     (b) For purposes of determining compliance with Section 7.11 (“Financial Covenants”)
of the Credit Agreement for the fiscal quarter ended on March 31, 2010, compliance shall be
determined as if such Section 7.11 as amended by Section 2(d) of this Agreement had
been in effect on March 31, 2010, and the Required Lenders shall not assert any Default or Event of
Default which may have resulted from the Borrower failing to comply with Section 7.11 of
the Credit Agreement as in effect prior to the effectiveness of this Agreement for the fiscal
quarter ended March 31, 2010 so long as Holdings, the Borrower and their respective Subsidiaries
are in compliance with such Section 7.11 for such fiscal quarter after giving effect to
this Agreement; provided that this Section 4(b) shall not excuse or otherwise waive
any failure by Holdings or the Borrower, or any of their respective Subsidiaries, to comply with
any other terms of any Loan Document.



     5. Representations and Warranties/No Default. On and as of the date hereof, after
giving effect to this Agreement,



     (a) the Borrower hereby certifies, represents and warrants to the Administrative Agent and the
Lenders that (i) the representations and warranties set forth in Article V of the Credit
Agreement or in any other Loan Document are true and correct in all material respects (in each
case, except to the extent any such representation and warranty is itself qualified by materiality
or Material Adverse Effect, in which case it shall be true and correct in all respects) on and as
of the date hereof, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct in all material respects
(except to the extent any such representation and warranty is itself qualified by materiality or
Material Adverse Effect, in which case it shall be true and correct in all respects) as of such
earlier date, and except that the representations and warranties contained in subsections (a) and
(b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the
Credit Agreement and (ii) that no Default or Event of Default has occurred or is continuing;



     (b) each Loan Party hereby certifies, represents and warrants to the Administrative Agent and
the Lenders that:




     (i) it has the right, power and authority and has taken all necessary corporate and
other action to authorize the execution, delivery and performance of this Agreement and each
of the other documents executed in connection herewith to which it is a party in accordance
with their respective terms and the transactions contemplated hereby; and




     (ii) this Agreement and each other document executed in connection herewith has been
duly executed and delivered by the duly authorized officers of such Loan Party, and each
such document constitutes the legal, valid and binding obligation of such Loan Party,
enforceable in accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization,



5









 







moratorium or similar state or federal debtor relief laws from time to time in effect which
affect the enforcement of creditors’ rights in general and the availability of equitable
remedies.



     6. Reaffirmations. Each Loan Party (a) agrees that the transactions contemplated by
this Agreement shall not limit or diminish the obligations of such Person under, or release such
Person from any obligations under, the Credit Agreement, the Guaranty, the Security Agreement, the
Pledge Agreement and each other Loan Document to which it is a party, (b) confirms and reaffirms
its obligations under the Credit Agreement, the Guaranty, the Security Agreement, the Pledge
Agreement and each other Loan Document to which it is a party and (c) agrees that the Credit
Agreement, the Guaranty, the Security Agreement, the Pledge Agreement and each other Loan Document
to which it is a party remain in full force and effect and are hereby ratified and confirmed.



     7. Miscellaneous.



     (a) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.



     (b) Counterparts. This Agreement may be executed by one or more of the parties hereto
in any number of separate counterparts and all of said counterparts taken together shall be deemed
to constitute one and the same instrument.



     (c) Electronic Transmission. A facsimile, telecopy, pdf or other reproduction of this
Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may
be delivered by one or more parties hereto by facsimile or similar instantaneous electronic
transmission device pursuant to which the signature of or on behalf of such party can be seen, and
such execution and delivery shall be considered valid, binding and effective for all purposes. At
the request of any party hereto, all parties hereto agree to execute an original of this Agreement
as well as any facsimile, telecopy, pdf or other reproduction hereof.



6









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date and year first above written.



L-1 IDENTITY SOLUTIONS OPERATING COMPANY,

as Borrower




Name: James A. DePalma

Title:   EVP, Chief Financial Officer and Treasurer




L-1 IDENTITY SOLUTIONS, INC., as Holdings




Name: James A. DePalma

Title:   EVP, Chief Financial Officer and Treasurer




IMAGING AUTOMATION (DE) LIMITED LIABILITY

COMPANY (formerly known as Imaging Automation,

Inc.), as Guarantor




Name: James A. DePalma

Title:   EVP, Chief Financial Officer and Treasurer




INTEGRATED BIOMETRIC TECHNOLOGY, LLC, as Guarantor




Name: James A. DePalma

Title:   EVP, Chief Financial Officer and Treasurer




SECURIMETRICS, INC., as Guarantor




Name: James A. DePalma

Title:   EVP, Chief Financial Officer and Treasurer




 









 





TRANS DIGITAL TECHNOLOGIES LIMITED LIABILITY COMPANY
(formerly known as Trans Digital Technologies

Corporation), as Guarantor




Name: James A. DePalma

Title:   EVP, Chief Financial Officer and Treasurer




IBT ACQUISITION, LLC, as Guarantor




Name: James A. DePalma

Title:   EVP, Chief Financial Officer and Treasurer




IRIDIAN TECHNOLOGIES, LLC (formerly known as

Iridian Technologies, Inc.), as Guarantor




Name: James A. DePalma

Title:   EVP, Chief Financial Officer and Treasurer




IDENTIX INCORPORATED, as Guarantor




Name: James A. DePalma

Title:   EVP, Chief Financial Officer and Treasurer




INTEGRATED BIOMETRIC TECHNOLOGY SERVICES, LLC, as
Guarantor




Name: James A. DePalma

Title:   EVP, Chief Financial Officer and Treasurer




L-1 SECURE CREDENTIALING, INC., as Guarantor




Name: James A. DePalma

Title:   EVP, Chief Financial Officer and Treasurer




 









 





MCCLENDON, LLC, as Guarantor




Name: James A. DePalma

Title:   EVP, Chief Financial Officer and Treasurer




ADVANCED CONCEPTS, INC., as Guarantor




Name: James A. DePalma

Title:   EVP, Chief Financial Officer and Treasurer




SPECTAL, LLC, as Guarantor




Name: James A. DePalma

Title:   EVP, Chief Financial Officer and Treasurer




COMNETIX, LLC (formerly known as Comnetix Inc.), as

Guarantor




Name: James A. DePalma

Title:   EVP, Chief Financial Officer and Treasurer




 









 





BANK OF AMERICA, N.A., as Administrative Agent




Name: Roberto Salazar

Title:   Assistant Vice President




 









 





BANK OF AMERICA, N.A., as L/C Issuer, Swing Line Lender

and a Lender




Name: Barbara P. Levy

Title:   Senior Vice President




 









 





THE BANK OF NOVA SCOTIA, as a Lender




Name: Brian Allen

Title:   Managing Director




 









 





CIT BANK, as a Lender




Name: Daniel Burnett

Title:   Vice President




 









 





Credit Suisse AG, Cayman Islands Branch

Formerly known as Credit Suisse, Cayman Islands

Branch, as a Lender




Name: Shaheen Malik

Title:   Vice President




Name: Christopher Reo Day

Title:   Associate




 









 





RBS CITIZENS NA, as a Lender




Name: Kerry McElhiney

Title:   Vice President




 









 





ROYAL BANK OF CANADA, as a Lender




Name: Meredith Majesty

Title:   Authorized Signatory




 









 





SOCIETE GENERALE, as a Lender




Name: Elizabeth Halfin

Title:   Director




 









 





TD Bank, N.A., as a Lender




Name: Robyn Zeller

Title:   Senior Vice President




 









 





	 	 	 	 	 

	 	 	AMMC VII, LIMITED, as a Lender
	 
	 	 	 	 
	 

	 	BY:
	 	AMERICAN MONEY MANAGEMENT CORP.,
	 

	 	 	 	AS COLLATERAL MANAGER
	 
	 	 	 	 
	 

	 	Name:
	 	David P. Meyer
	 

	 	Title:
	 	Senior Vice President






 









 






	 	 	 	 	 

	 	 	APOSTLE LOOMIS SAYLES

CREDIT OPPORTUNITIES FUND, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Loomis, Sayles & Company, L.P.,
	 

	 	 	 	Its Investment Manager
	 
	 	 	 	 
	 

	 	By:
	 	Loomis, Sayles & Company, Incorporated,
	 

	 	 	 	Its General Partner
	 
	 	 	 	 
	 

	 	Name:
	 	Mary McCarthy
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 

	 	 	APOSTLE LOOMIS SAYLES

SENIOR LOAN FUND, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Loomis, Sayles & Company, L.P.,
	 

	 	 	 	Its Investment Manager
	 
	 	 	 	 
	 

	 	By:
	 	Loomis, Sayles & Company, Incorporated,
	 

	 	 	 	Its General Partner
	 
	 	 	 	 
	 

	 	Name:
	 	Mary McCarthy
	 

	 	Title:
	 	Vice President






 









 





	 	 	 	 	 

	 	 	Ariel Reinsurance Company Ltd.

BlackRock Credit Investors Master Fund, L.P.

Blackrock Defined Opportunity Credit Trust

BlackRock Senior Income Series

BlackRock Senior Income Series II

BlackRock Senior Income Series IV

BlackRock Senior Income Series V Limited

BlackRock Fixed Income Value Opportunities Truest

Magnetite V CLO, Limited

Master Senior Floating Rate LLC

Missouri State Employees’ Retirement System

Senior Loan Portfolio

BlackRock Senior Floating Rate Portfolio
	 
	 	 	 	 
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	Name:
	 	Adrian Marshall
	 

	 	Title:
	 	Authorized Signatory




















 





	 	 	 	 	 

	 	 	ARIZONA STATE RETIREMENT SYSTEMS
	 
	 	 	 	 
	 

	 	By:
	 	CREDIT SUISSE ALTERNATIVE CAPITAL, INC.
	 

	 	 	 	Its Investment Advisor, as a Lender
	 
	 	 	 	 
	 

	 	Name:
	 	Thomas Flannery
	 

	 	Title:
	 	Authorized Signatory






 









 






	 	 	 	 	 

	 	 	Atrium CDO, as a Lender
	 
	 	 	 	 
	 

	 	Name:
	 	Thomas Flannery
	 

	 	Title:
	 	Authorized Signatory






 









 






	 	 	 	 	 

	 	 	Atrium V
	 
	 	 	 	 
	 

	 	By:
	 	Credit Suisse Alternative Capital Inc.
	 

	 	 	 	as Collateral Manager, as a Lender
	 
	 	 	 	 
	 

	 	Name:
	 	Thomas Flannery
	 

	 	Title:
	 	Authorized Signatory






 









 






	 	 	 	 	 

	 	 	ARTUS LOAN FUND 2007-I, LTD
	 	 	BABSON CLO LTD. 2004-II
	 	 	BABSON CLO LTD. 2005-I
	 	 	BABSON CLO LTD. 2005-II
	 	 	BABSON CLO LTD. 2005-III
	 	 	BABSON CLO LTD. 2006-II
	 	 	BABSON CLO LTD. 2007-I
	 	 	BABSON CLO LTD. 2008-I
	 	 	BABSON CLO LTD. 2008-II
	 	 	BABSON LOAN OPPORTUNITY CLO, LTD.
	 	 	SAPPHIRE VALLEY CDO I, LTD.,
	 
	 	 	 	 
	 	 	as Lenders
	 
	 	 	 	 
	 

	 	By:
	 	Babson Capital Management LLC as Collateral
	 	 	Manager, as a Lender
	 
	 	 	 	 
	 

	 	Name:
	 	Geoffrey Takacs
	 

	 	Title:
	 	Director
	 
	 	 	 	 
	 	 	C.M. LIFE INSURANCE COMPANY, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Babson Capital Management LLC as Investment Advisor
	 
	 	 	 	 
	 

	 	Name:
	 	Geoffrey Takacs
	 

	 	Title:
	 	Director
	 
	 	 	 	 
	 	 	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as a

Lender
	 
	 	 	 	 
	 

	 	By:
	 	Babson Capital Management LLC as Investment Advisor
	 
	 	 	 	 
	 

	 	Name:
	 	Geoffrey Takacs
	 

	 	Title:
	 	Director
	 
	 	 	 	 
	 	 	MAPLEWOOD (CAYMAN) LIMITED, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Babson Capital Management LLC as Investment Advisor
	 
	 	 	 	 
	 

	 	Name:
	 	Geoffrey Takacs
	 

	 	Title:
	 	Director






 









 






	 	 	 	 	 

	 	 	BCI 1 LOAN FUNDING, as a Lender
	 
	 	 	 	 
	 

	 	Name:
	 	Lynette Skrehot
	 

	 	Title:
	 	Director






 









 






	 	 	 	 	 

	 	 	CAPITALSOURCE BANK, as a Lender
	 
	 	 	 	 
	 

	 	Name:
	 	William C. Schmidt
	 

	 	Title:
	 	Banking Officer






 









 






	 	 	 	 	 

	 	 	Castle Garden Funding, as a Lender
	 
	 	 	 	 
	 

	 	Name:
	 	Thomas Flannery
	 

	 	Title:
	 	Authorized Signatory






 









 






	 	 	 	 	 

	 	 	Chelsea Park CLO, LTD, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	GSO/Blackstone Debt Funds Management LLC,
	 

	 	 	 	as Collateral Manager
	 
	 	 	 	 
	 

	 	Name:
	 	Daniel H. Smith
	 

	 	Title:
	 	Authorized Signatory






 









 






	 	 	 	 	 

	 	 	CHURCHILL FINANCIAL CAYMAN LTD., as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	CHURCHLL FINANCIAL LLC,
	 

	 	 	 	as its Collateral Manager
	 
	 	 	 	 
	 

	 	Name:
	 	Thomas Hennigan
	 

	 	Title:
	 	Senior Vice President






 









 






	 	 	 	 	 

	 	 	CIT CLO I LTD, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	CIT Asset Management LLC
	 
	 	 	 	 
	 

	 	Name:
	 	Roger M. Burns
	 

	 	Title:
	 	President, CIT Asset Management






 









 






	 	 	 	 	 

	 	 	CONFLUENT 4 LIMITED, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Loomis, Sayles & Company, L.P.,
	 

	 	 	 	as Sub-Manager
	 
	 	 	 	 
	 

	 	By:
	 	Loomis, Sayles & Company, Incorporated
	 

	 	 	 	Its General Partner
	 
	 	 	 	 
	 

	 	Name:
	 	Mary McCarthy
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 

	 	 	Cratos CLO I Ltd., as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Cratos CDO Management, LLC
	 

	 	 	 	as Attorney-in-Fact
	 
	 	 	 	 
	 

	 	By:
	 	Cratos Capital Partners, LLC
	 

	 	 	 	Its Manager
	 
	 	 	 	 
	 

	 	Name:
	 	Ron Banks
	 

	 	Title:
	 	Managing Director






 









 






	 	 	 	 	 

	 	 	CREDIT SUISSE SYNDICATED LOAN FUND, as a Lender
	 
	 

	 	By:
	 	Credit Suisse Alternative Capital, Inc.
	 

	 	 	 	as Agent (Subadvisor) for
	 

	 	 	 	Credit Suisse Asset Management (Australia) Limited,

the Responsible Entity for Credit Suisse Syndicated
Loan Fund





	 	 	 	 	 
	 

	 	Name:
	 	Thomas Flannery
	 

	 	Title:
	 	Authorized Signatory






 









 






	 	 	 	 	 

	 	 	CSAM Funding I, as a Lender
	 
	 	 	 	 
	 

	 	Name:
	 	Thomas Flannery
	 

	 	Title:
	 	Authorized Signatory






 









 






	 	 	 	 	 

	 	 	CSAM Funding II, as a Lender
	 
	 	 	 	 
	 

	 	Name:
	 	Thomas Flannery
	 

	 	Title:
	 	Authorized Signatory






 









 






	 	 	 	 	 

	 	 	EAGLE LOAN TRUST, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Stanfield Capital Partners, LLC
	 

	 	 	 	as its Collateral Manager
	 
	 	 	 	 
	 

	 	Name:
	 	Christopher Jansen
	 

	 	Title:
	 	Managing Partner






 









 






	 	 	 	 	 

	 	 	EMPLOYERS INSURANCE COMPANY OF WAUSAU,
 as a Lender
	 
	 	 	 	 
	 

	 	Name:
	 	Henry Rauch
	 

	 	Title:
	 	Authorized Signatory






 









 






	 	 	 	 	 

	 	 	FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME
FUND, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Four Corners Capital Management, LLC
	 

	 	 	 	as Sub-Adviser
	 
	 	 	 	 
	 

	 	Name:
	 	Matt O’Mara
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 

	 	 	FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME
FUND II, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Four Corners Capital Management, LLC
	 

	 	 	 	as Sub-Adviser
	 
	 	 	 	 
	 

	 	Name:
	 	Matt O’Mara
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 

	 	 	FOUR CORNERS CLO III, LTD., as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Macquarie Funds Group
	 

	 	 	 	FKA Four Corners Capital Management, LLC
	 

	 	 	 	as Collateral Manager
	 
	 	 	 	 
	 

	 	Name:
	 	Matt O’Mara
	 

	 	Title:
	 	Vice President







 











 





	 	 	 	 	 

	 	 	FRANKLIN FLOATING RATE DAILY ACCESS
	 	 	FUND, as a Lender
	 
	 	 	 	 
	 

	 	Name:
	 	Richard Hsu
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 

	 	 	FRANKLIN FLOATING RATE MASTER SERIES, as a Lender
	 
	 	 	 	 
	 

	 	Name:
	 	Richard Hsu
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 

	 	 	FRANKLIN TEMPLETON SERIES III FUNDS
	 	 	FRANKLIN FLOATING RATE II FUND, as a Lender
	 
	 	 	 	 
	 

	 	Name:
	 	Richard Hsu
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 

	 	 	GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender
	 
	 	 	 	 
	 

	 	Name:
	 	Jeffrey Skinner
	 

	 	Title:
	 	Duly Authorized Signatory






 









 






	 	 	 	 	 

	 	 	GOLDMAN SACHS ASSET MANAGEMENT CLO,
	 	 	PUBLIC LIMITED COMPANY, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Goldman Sachs Asset Manager, L.P.
	 

	 	 	 	as Manager
	 
	 	 	 	 
	 

	 	Name:
	 	Casey Laukenam
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 

	 	 	GOLDMAN SACHS SPECIALTY LENDING CLO-I LTD., as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P.
	 

	 	 	 	Attorney-in-Fact
	 
	 	 	 	 
	 

	 	Name:
	 	Steven Pluss
	 

	 	Title:
	 	Senior Vice President






 









 






	 	 	 	 	 

	 	 	GRAND CENTRAL ASSET TRUST, CAMERON I SERIES, as a Lender
	 
	 	 	 	 
	 

	 	Name:
	 	Adam Jacobs
	 

	 	Title:
	 	Attorney-in-Fact






 









 






	 	 	 	 	 

	 	 	GULF STREAM-COMPASS CLO 2002-I, LTD
	 
	 	 	 	 
	 

	 	By:
	 	Gulf Stream Asset Management LLC
	 

	 	 	 	as Collateral Manager
	 
	 	 	 	 
	 	 	GULF STREAM-COMPASS CLO 2003-I, LTD
	 
	 	 	 	 
	 

	 	By:
	 	Gulf Stream Asset Management LLC
	 

	 	 	 	as Collateral Manager
	 
	 	 	 	 
	 	 	GULF STREAM-COMPASS CLO 2004-I, 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 2007-I, LTD
	 
	 	 	 	 
	 

	 	By:
	 	Gulf Stream Asset Management LLC
	 

	 	 	 	as Collateral Manager
	 
	 	 	 	 
	 	 	as Lenders
	 
	 	 	 	 
	 

	 	Name:
	 	Barry K. Love
	 

	 	Title:
	 	Chief Credit Officer






 









 






	 	 	 	 	 

	 	 	HAMLET II, LTD.
	 
	 	 	 	 
	 

	 	BY:
	 	OCTAGON CREDIT INVESTORS, LLC
	 

	 	 	 	AS PORTFOLIO MANAGER
	 
	 	 	 	 
	 	 	OCTAGON INVESTMENT PARTNERS, VI, LTD.
	 
	 	 	 	 
	 

	 	BY:
	 	OCTAGON CREDIT INVESTORS, LLC
	 

	 	 	 	AS COLLATERIAL MANAGER
	 
	 	 	 	 
	 	 	OCTAGON INVESTMENT PARTNERS VII, LTD.
	 
	 	 	 	 
	 

	 	BY:
	 	OCTAGON CREDIT INVESTORS, LLC AS
	 

	 	 	 	COLLATERIAL MANGER
	 
	 	 	 	 
	 	 	OCTAGON INVESTMENT PARTNERS VIII, LTD.
	 
	 	 	 	 
	 

	 	BY
	 	OCTAGON CREDIT INVESTORS, LLC AS
	 

	 	 	 	COLLATERAL MANAGER
	 
	 	 	 	 
	 	 	OCTAGON INVESTMENT PARTNERS IX, LTD.
	 
	 	 	 	 
	 

	 	BY:
	 	OCTAGON CREDIT INVESTORS, LLC AS MANAGER
	 
	 	 	 	 
	 	 	OCTAGON INVESTMENTS PARTNERS X, LTD.
	 
	 	 	 	 
	 

	 	BY:
	 	OCTAGON CREDIT INVESTORS, LLC AS
	 

	 	 	 	COLLATERAL MANAGER
	 
	 	 	 	 
	 	 	OCTAGON INVESTMENT PARTNERS XI, LTD.
	 
	 	 	 	 
	 

	 	BY:
	 	OCTAGON CREDIT INVESTORS, LLC AS
	 

	 	 	 	COLLATERAL MANAGER
	 
	 	 	 	 
	 	 	as Lenders
	 
	 	 	 	 
	 

	 	Name:
	 	Michael B. Nechamkin
	 

	 	Title:
	 	Senior Portfolio Manager






 









 






	 	 	 	 	 

	 	 	Ing Investment Management CLO II, LTD
	 
	 	 	 	 
	 

	 	By:
	 	ING Alternative Asset Management LLC,
	 

	 	 	 	As its investment manager
	 
	 	 	 	 
	 	 	Ing Investment Management CLO III, LTD
	 
	 	 	 	 
	 

	 	By:
	 	ING Alternative Asset Management LLC,
	 

	 	 	 	As its investment manager
	 
	 	 	 	 
	 	 	Ing Investment Management CLO V, LTD
	 
	 	 	 	 
	 

	 	By:
	 	ING Alternative Asset Management LLC,
	 

	 	 	 	As its investment manager
	 
	 	 	 	 
	 	 	Ing Investment Trust Company Plan for employee
	 	 	Benefit Investment Funds – Senior Loan Fund
	 
	 	 	 	 
	 

	 	By:
	 	ING Investment Trust Co. as its Trustee
	 
	 	 	 	 
	 	 	as Lenders
	 
	 	 	 	 
	 

	 	Name:
	 	Robert Wilson
	 

	 	Title:
	 	Senior Vice President






 









 






	 	 	 	 	 

	 	 	LAFAYETTE SQUARE CDO LTD, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Blackstone Debt Advisors L.P.
	 

	 	 	 	as Collateral Manager
	 
	 	 	 	 
	 

	 	Name:
	 	Daniel H. Smith
	 

	 	Title:
	 	Authorized Signatory






 









 






	 	 	 	 	 

	 	 	LFSIGXG LLC, as a Lender
	 
	 	 	 	 
	 

	 	BY:
	 	STANFIELD CAPITAL PARTNERS LLC
	 

	 	 	 	AS ITS SUB-INVESTMENTS MANAGER
	 
	 	 	 	 
	 

	 	Name:
	 	Christopher Jansen
	 

	 	Title:
	 	Managing Partner






 









 






	 	 	 	 	 

	 	 	LIBERTY MUTUAL FIRE INSURANCE COMPANY,
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	Name:
	 	Henry Rauch
	 

	 	Title:
	 	Authorized Signatory






 









 






	 	 	 	 	 

	 	 	LIBERTY MUTUAL INSURANCE COMPANY,
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	Name:
	 	Henry Rauch
	 

	 	Title:
	 	Authorized Signatory






 









 






	 	 	 	 	 

	 	 	LOOMIS SAYLES CLO I, LTD, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Loomis, Sayles & Company, L.P.
	 

	 	 	 	its Collateral Manger
	 
	 	 	 	 
	 

	 	By:
	 	Loomis, Sayles & Company, Inc.
	 

	 	 	 	its General Partner
	 
	 	 	 	 
	 

	 	Name:
	 	Mary McCarthy
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 

	 	 	LOOMIS, SAYLES LEVERAGED SENIOR LOAN FUND LTD, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Loomis, Sayles & Company, L.P.
	 

	 	 	 	its Investment Manager
	 
	 	 	 	 
	 

	 	By:
	 	Loomis, Sayles & Company, Inc.
	 

	 	 	 	its General Partner
	 
	 	 	 	 
	 

	 	Name:
	 	Mary McCarthy
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 

	 	 	THE LOOMIS SAYLES SENIOR LOAN FUND, LLC as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Loomis, Sayles & Company, L.P.
	 

	 	 	 	its Managing Member
	 
	 	 	 	 
	 

	 	By:
	 	Loomis, Sayles & Company, Inc.
	 

	 	 	 	its General Partner
	 
	 	 	 	 
	 

	 	Name:
	 	Mary McCarthy
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 

	 	 	MADISON PARK FUNDING I, LTD, as a Lender
	 
	 	 	 	 
	 

	 	Name:
	 	Thomas Flannery
	 

	 	Title:
	 	Authorized Signatory






 









 






	 	 	 	 	 

	 	 	MADISON PARK FUNDING II, LTD, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Credit Suisse Alternative Capital, Inc.,
	 

	 	 	 	as collateral Manager
	 
	 	 	 	 
	 

	 	Name:
	 	Thomas Flannery
	 

	 	Title:
	 	Authorized Signatory






 









 






	 	 	 	 	 

	 	 	MADISON PARK FUNDING III, LTD, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Credit Suisse Alternative Capital, Inc.,
	 

	 	 	 	as collateral Manager
	 
	 	 	 	 
	 

	 	Name:
	 	Thomas Flannery
	 

	 	Title:
	 	Authorized Signatory






 









 






	 	 	 	 	 

	 	 	NATIXIS LOOMIS SAYLES SENIOR LOAN FUND, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Loomis, Sayles & Company, L.P.
	 

	 	 	 	its Investment Manager
	 
	 	 	 	 
	 

	 	By:
	 	Loomis, Sayles & Company, Inc.
	 

	 	 	 	its General Partner
	 
	 	 	 	 
	 

	 	Name:
	 	Mary McCarthy
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 

	 	 	NAVIGARE FUNDING II CLO LTD, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Navigare Partners, LLC
	 

	 	 	 	as Collateral Manager
	 
	 	 	 	 
	 

	 	Name:
	 	Joel G. Serebransky
	 

	 	Title:
	 	Managing Director






 









 






	 	 	 	 	 

	 	 	NEWSTAR COMMERCIAL LOAN TRUST 2009-I, as a Lender
	 
	 	 	 	 
	 

	 	Name:
	 	Jeffrey R. Greene
	 

	 	Title:
	 	Director, NewStar Financial






 









 






	 	 	 	 	 

	 	 	PIONEER FLOATING RATE FUND
	 	 	PIONEER INSTITUTIONAL SOLUTIONS CREDIT      OPPORTUNITIES
	 	 	PIONEER STRATEGIC INCOME FUND
	 	 	PIONEER STRATEGIC INCOME VCT PORTFOLIO
	 	 	MET INVESTORS SERIES TRUST – PIONEER STRATEGIC      INCOME
PORTFOLIO
	 
	 	 	 	 
	 	 	as Lenders
	 
	 	 	 	 
	 

	 	By:
	 	Pioneer Investment Management, Inc.
	 

	 	 	 	its Advisor
	 
	 	 	 	 
	 

	 	Name:
	 	Kurt W. Florian, Jr.
	 

	 	Title:
	 	Vice President — Counsel
	 
	 	 	 	 
	 	 	DOCTORS PENSION SURGEONS FUND
	 	 	DOCTORS PENSION GENERAL PRACTITIONERS
	 
	 	 	 	 
	 	 	as Lenders
	 
	 	 	 	 
	 

	 	By:
	 	Pioneer Institutional Asset Management, Inc.
	 

	 	 	 	its Advisor
	 
	 	 	 	 
	 

	 	Name:
	 	Kurt W. Florian, Jr.
	 

	 	Title:
	 	Vice President — Counsel






 









 






	 	 	 	 	 

	 	 	PPM MONARCH DAY FUNDING LLC, as a Lender
	 
	 	 	 	 
	 

	 	Name:
	 	Tara E. Kenny
	 

	 	Title:
	 	Assistant Vice President






 









 






	 	 	 	 	 

	 	 	PPM SHADOW CREEK FUNDING LLC, as a Lender
	 
	 	 	 	 
	 

	 	Name:
	 	Tara E. Kenny
	 

	 	Title:
	 	Assistant Vice President






 









 






	 	 	 	 	 

	 	 	RENASSANCE TRUST 2009
	 
	 	 	 	 
	 

	 	By:
	 	Starfield Capital Partners LLC
	 

	 	 	 	as its Investment Manager
	 
	 	 	 	 
	 

	 	Name:
	 	Christopher Jansen
	 

	 	Title:
	 	Managing Partner






 









 






	 	 	 	 	 

	 	 	SERVES 2006-I, LTD, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	PPM America, Inc., as Collateral Manager
	 
	 	 	 	 
	 

	 	Name:
	 	David C. Wagner
	 

	 	Title:
	 	Managing Director






 









 






	 	 	 	 	 

	 	 	STANFIELD ARNAGE CLO LTD, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Stanfield Capital Partners, LLC
	 

	 	 	 	as its Collateral Manager
	 
	 	 	 	 
	 

	 	Name:
	 	Christopher Jansen
	 

	 	Title:
	 	Managing Partner






 









 






	 	 	 	 	 

	 	 	STANFIELD AZURE CLO LTD, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Stanfield Capital Partners, LLC
	 

	 	 	 	as its Collateral Manager
	 
	 	 	 	 
	 

	 	Name:
	 	Christopher Jansen
	 

	 	Title:
	 	Managing Partner






 









 






	 	 	 	 	 

	 	 	STANFIELD BRISTOL CLO LTD, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Stanfield Capital Partners, LLC
	 

	 	 	 	as its Collateral Manager
	 
	 	 	 	 
	 

	 	Name:
	 	Christopher Jansen
	 

	 	Title:
	 	Managing Partner






 









 






	 	 	 	 	 

	 	 	STANFIELD CARRERA CLO LTD, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Stanfield Capital Partners, LLC
	 

	 	 	 	as its Asset Manager
	 
	 	 	 	 
	 

	 	Name:
	 	Christopher Jansen
	 

	 	Title:
	 	Managing Partner






 









 






	 	 	 	 	 

	 	 	STANFIELD DAYTONA CLO LTD, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Stanfield Capital Partners, LLC
	 

	 	 	 	as its Collateral Manager
	 
	 	 	 	 
	 

	 	Name:
	 	Christopher Jansen
	 

	 	Title:
	 	Managing Partner






 









 






	 	 	 	 	 

	 	 	STANFIELD MCLAREN CLO LTD, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Stanfield Capital Partners, LLC
	 

	 	 	 	as its Collateral Manager
	 
	 	 	 	 
	 

	 	Name:
	 	Christopher Jansen
	 

	 	Title:
	 	Managing Partner






 









 






	 	 	 	 	 

	 	 	STANFIELD MODENA CLO LTD, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Stanfield Capital Partners, LLC
	 

	 	 	 	as its Asset Manager
	 
	 	 	 	 
	 

	 	Name:
	 	Christopher Jansen
	 

	 	Title:
	 	Managing Partner






 









 






	 	 	 	 	 

	 	 	STANFIELD VANTAGE CLO LTD, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Stanfield Capital Partners, LLC
	 

	 	 	 	as its Asset Manager
	 
	 	 	 	 
	 

	 	Name:
	 	Christopher Jansen
	 

	 	Title:
	 	Managing Partner






 









 






	 	 	 	 	 

	 	 	STANFIELD VEYRON CLO LTD, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	Stanfield Capital Partners, LLC
	 

	 	 	 	as its Collateral Manager
	 
	 	 	 	 
	 

	 	Name:
	 	Christopher Jansen
	 

	 	Title:
	 	Managing Partner