Delaware
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001-36098
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90-0936556
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Mailing Address:
P.O. Box 1647
Nederland, Texas 77627
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Physical Address:
5470 N. Twin City Highway
Nederland, Texas 77627
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(Address of principal executive offices and zip code)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Item 7.01
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Regulation FD Disclosure
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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Amendment No. 7, dated as of November 30, 2016, among OCI Beaumont LLC, OCI USA Inc., OCI Partners LP, Bank of America, N.A., as administrative agent, and the other lenders party thereto, to the Term Loan Credit Agreement dated as of August 20, 2013
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10.2
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Amended and Restated Intercompany Term Facility Agreement, effective November 30, 2016, among OCI Beaumont LLC and OCI USA Inc.
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10.3
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Intercompany Revolving Facility Agreement, dated as of September 15, 2016, among OCI Beaumont LLC and OCI USA Inc.
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99.1
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Press Release of OCI Partners LP, dated November 30, 2015
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OCI Partners LP
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By: OCI GP LLC, its general partner
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Dated: November 30, 2016
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By:
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/s/ Frank Bakker
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Frank Bakker
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|
President and Chief Executive Officer
|
Fiscal Quarter
|
Maximum Consolidated Senior Secured Net Leverage Ratio
|
December 31, 2016
|
5.00:1.00
|
March 31, 2017
|
6.25:1.00
|
June 30, 2017
|
5.50:1.00
|
September 30, 2017
|
5.50:1.00
|
December 31, 2017
|
5.25:1.00
|
March 31, 2018 and each fiscal quarter ending thereafter
|
4.75:1.00
|
Fiscal Quarter
|
Minimum Consolidated Interest Coverage Ratio
|
December 31, 2016
|
1.25:1.00
|
March 31, 2017
|
1.25:1.00
|
June 30, 2017
|
1.50:1.00
|
September 30, 2017
|
1.75:1.00
|
December 31, 2017 and each fiscal quarter ending thereafter
|
2.25:1.00
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By:
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/s/ Frank Bakker
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Name:
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Frank Bakker
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Title:
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President
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By:
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Name:
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Kevin Struve
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Title:
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President and Secretary
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By:
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/s/ Frank Bakker
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Name:
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Frank Bakker
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Title:
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President and Chief Executive Officer
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By:
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Name:
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Frank Bakker
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Title:
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President
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By:
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/s/ Kevin Struve
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Name:
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Kevin Struve
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Title:
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President and Secretary
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By:
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Name:
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Frank Bakker
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Title:
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President and Chief Executive Officer
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By:
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/s/ Patrick Devitt
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Name:
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Patrick Devitt
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Title:
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Vice President
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AMMC CLO 15, LIMITED
|
||
as a Lender
|
||
BY:
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American Money Management Corp., as Collateral Manager
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|
By:
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/s/ David P. Meyer
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Name:
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David P. Meyer
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Title:
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Senior Vice President
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If a second signature is necessary:
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||
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By:
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Name:
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Title:
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AMMC CLO 16, LIMITED
|
||
as a Lender
|
||
BY:
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American Money Management Corp., as Collateral Manager
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By:
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/s/ David P. Meyer
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Name:
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David P. Meyer
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Title:
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Senior Vice President
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If a second signature is necessary:
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||
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By:
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Name:
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Title:
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AMMC CLO 17, LIMITED
|
||
as a Lender
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||
BY:
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American Money Management Corp., as Collateral Manager
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By:
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/s/ David P. Meyer
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Name:
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David P. Meyer
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Title:
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Senior Vice President
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If a second signature is necessary:
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||
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By:
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Name:
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Title:
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AMMC CLO IX, LIMITED
|
||
as a Lender
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||
BY:
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American Money Management Corp., as Collateral Manager
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By:
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/s/ David P. Meyer
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Name:
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David P. Meyer
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Title:
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Senior Vice President
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If a second signature is necessary:
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||
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By:
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Name:
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Title:
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AMMC CLO XI, LIMITED
|
||
as a Lender
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||
BY:
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American Money Management Corp., as Collateral Manager
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By:
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/s/ David P. Meyer
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Name:
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David P. Meyer
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Title:
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Senior Vice President
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If a second signature is necessary:
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||
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By:
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Name:
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Title:
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AMMC CLO XIII, LIMITED
|
||
as a Lender
|
||
BY:
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American Money Management Corp., as Collateral Manager
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By:
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/s/ David P. Meyer
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Name:
|
David P. Meyer
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Title:
|
Senior Vice President
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If a second signature is necessary:
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||
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By:
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Name:
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Title:
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BATTALION CLO 2007-I, LTD
|
||
as a Lender
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||
BY:
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BRIGADE CAPITAL MANAGEMENT, LP As Collateral Manager
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By:
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/s/ James Keogh
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Name:
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James Keogh
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Title:
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Operations Manager
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If a second signature is necessary:
|
||
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|
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By:
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|
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Name:
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Title:
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BATTALION CLO III, LTD
|
||
as a Lender
|
||
BY:
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BRIGADE CAPITAL MANAGEMENT, LP As Collateral Manager
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By:
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/s/ James Keogh
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|
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Name:
|
James Keogh
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Title:
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Operations Manager
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If a second signature is necessary:
|
||
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|
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By:
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|
|
Name:
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Title:
|
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Battalion CLO IV, LTD
|
||
as a Lender
|
||
BY:
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BRIGADE CAPITAL MANAGEMENT, LP As Collateral Manager
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By:
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/s/ James Keogh
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|
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Name:
|
James Keogh
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Title:
|
Operations Manager
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If a second signature is necessary:
|
||
|
|
|
By:
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|
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Name:
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Title:
|
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Battalion CLO IX, LTD
|
||
as a Lender
|
||
BY:
|
Brigade Capital Management, LP As Collateral Manager
|
|
|
|
|
By:
|
/s/ James Keogh
|
|
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Name:
|
James Keogh
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Title:
|
Operations Manager
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If a second signature is necessary:
|
||
|
|
|
By:
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|
|
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Name:
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Title:
|
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Battalion CLO V, LTD
|
||
as a Lender
|
||
BY:
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BRIGADE CAPITAL MANAGEMENT, LP As Collateral Manager
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|
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By:
|
/s/ James Keogh
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|
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Name:
|
James Keogh
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Title:
|
Operations Manager
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If a second signature is necessary:
|
||
|
|
|
By:
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|
|
Name:
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Title:
|
|
Battalion CLO VI, LTD
|
||
as a Lender
|
||
BY:
|
Brigade Capital Management, LP As Collateral Manager
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|
|
|
|
By:
|
/s/ James Keogh
|
|
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Name:
|
James Keogh
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Title:
|
Operations Manager
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|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Battalion CLO VII, Ltd.
|
||
as a Lender
|
||
BY:
|
Brigade Capital Management, LP As Collateral Manager
|
|
|
|
|
By:
|
/s/ James Keogh
|
|
|
Name:
|
James Keogh
|
|
Title:
|
Operations Manager
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Battalion CLO VIII, Ltd.
|
||
as a Lender
|
||
BY:
|
BRIGADE CAPITAL MANAGEMENT, LP As Collateral Manager
|
|
|
|
|
By:
|
/s/ James Keogh
|
|
|
Name:
|
James Keogh
|
|
Title:
|
Operations Manager
|
|
|
|
|
|
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If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
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Title:
|
|
JP Morgan Chase Retirement Plan
|
||
as a Lender
|
||
BY:
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BRIGADE CAPITAL MANAGEMENT, LP As Collateral Manager
|
|
|
|
|
By:
|
/s/ James Keogh
|
|
|
Name:
|
James Keogh
|
|
Title:
|
Operations Manager
|
|
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|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
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Title:
|
|
JPMC Retirement Plan Brigade Bank Loan
|
||
as a Lender
|
||
BY:
|
BRIGADE CAPITAL MANAGEMENT, LP As Collateral Manager
|
|
|
|
|
By:
|
/s/ James Keogh
|
|
|
Name:
|
James Keogh
|
|
Title:
|
Operations Manager
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Blue Shield of California
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Alex Guang Yu
|
|
|
Name:
|
Alex Guang Yu
|
|
Title:
|
Authorized Signatory
|
Muir Woods CLO, Ltd.,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Alex Guang Yu
|
|
|
Name:
|
Alex Guang Yu
|
|
Title:
|
Authorized Signatory
|
Mercer Multi-Asset Growth Fund,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Alex Guang Yu
|
|
|
Name:
|
Alex Guang Yu
|
|
Title:
|
Authorized Signatory
|
Franklin US Floating Rate Master Fund
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Alex Guang Yu
|
|
|
Name:
|
Alex Guang Yu
|
|
Title:
|
Authorized Signatory
|
Nebraska Investment Council,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Alex Guang Yu
|
|
|
Name:
|
Alex Guang Yu
|
|
Title:
|
Authorized Signatory
|
Kansas Public Employees Retirement System
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Alex Guang Yu
|
|
|
Name:
|
Alex Guang Yu
|
|
Title:
|
Authorized Signatory
|
Franklin Templeton Series II Funds-Franklin Upper Tier Floating Rate Fund,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Hague Van Dillen
|
|
|
Name:
|
Hague Van Dillen
|
|
Title:
|
Authorized Signatory
|
Franklin Global Investment Funds- Franklin Upper Tier Floating Rate II Fund,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Hague Van Dillen
|
|
|
Name:
|
Hague Van Dillen
|
|
Title:
|
Authorized Signatory
|
Franklin Global Investment Funds -Franklin Upper Tier Floating Rate III Fund,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Hague Van Dillen
|
|
|
Name:
|
Hague Van Dillen
|
|
Title:
|
Authorized Signatory
|
Franklin Templeton Series II Funds - Franklin Floating Rate II Fund,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Madeline Lam
|
|
|
Name:
|
Madeline Lam
|
|
Title:
|
Asst. Vice President
|
Franklin Floating Rate Master Trust - Franklin Floating Rate Master Series,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Madeline Lam
|
|
|
Name:
|
Madeline Lam
|
|
Title:
|
Asst. Vice President
|
Franklin Limited Duration Income Trust,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Madeline Lam
|
|
|
Name:
|
Madeline Lam
|
|
Title:
|
Asst. Vice President
|
Franklin Investors Securities Trust - Franklin Floating Rate Daily Access Fund,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Madeline Lam
|
|
|
Name:
|
Madeline Lam
|
|
Title:
|
Vice President
|
Franklin Templeton Total Return FDP Fund of FDP Series, Inc.
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Alex Guang Yu
|
|
|
Name:
|
Alex Guang Yu
|
|
Title:
|
Authorized Signatory
|
Commonwealth Fixed Interest Fund 17,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Hague Van Dillen
|
|
|
Name:
|
Hague Van Dillen
|
|
Title:
|
Authorized Signatory
|
Met Investors Series Trust - Met/Franklin Low Duration Total Return Portfolio,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Alex Guang Yu
|
|
|
Name:
|
Alex Guang Yu
|
|
Title:
|
Authorized Signatory
|
Lincoln Variable Insurance Products Trust - LVIP Global Income Fund,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Alex Guang Yu
|
|
|
Name:
|
Alex Guang Yu
|
|
Title:
|
Authorized Signatory
|
Franklin Templeton Series II Funds - Franklin Multi - Sector Credit Income Fund,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Alex Guang Yu
|
|
|
Name:
|
Alex Guang Yu
|
|
Title:
|
Authorized Signatory
|
Franklin Floating Rate Master Trust - Franklin Middle Tier Floating Rate Fund,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Alex Guang Yu
|
|
|
Name:
|
Alex Guang Yu
|
|
Title:
|
Authorized Signatory
|
Franklin Bissett Core Plus Bond Fund,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Tom O'Gorman
|
|
|
Name:
|
Tom O'Gorman
|
|
Title:
|
SVP
|
Franklin Strategic Series-Franklin Strategic Income Fund,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Alex Guang Yu
|
|
|
Name:
|
Alex Guang Yu
|
|
Title:
|
Authorized Signatory
|
Franklin Bissett Corporate Bond Fund,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Tom O'Gorman
|
|
|
Name:
|
Tom O'Gorman
|
|
Title:
|
SVP
|
Franklin Investors Securities Trust - Franklin Total Return Fund,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Alex Guang Yu
|
|
|
Name:
|
Alex Guang Yu
|
|
Title:
|
Authorized Signatory
|
Franklin Strategic Income Fund (Canada),
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Alex Guang Yu
|
|
|
Name:
|
Alex Guang Yu
|
|
Title:
|
Authorized Signatory
|
Franklin Bissett Canadian Short Term Bond Fund,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Tom O'Gorman
|
|
|
Name:
|
Tom O'Gorman
|
|
Title:
|
SVP
|
Franklin Templeton Variable Insurance Products Trust-Franklin Strategic Income VIP Fund,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Alex Guang Yu
|
|
|
Name:
|
Alex Guang Yu
|
|
Title:
|
Authorized Signatory
|
Franklin Investors Securities Trust-Franklin Real Return Fund,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Alex Guang Yu
|
|
|
Name:
|
Alex Guang Yu
|
|
Title:
|
Authorized Signatory
|
Franklin Investors Securities Trust-Franklin Low Duration Total Return Fund,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Alex Guang Yu
|
|
|
Name:
|
Alex Guang Yu
|
|
Title:
|
Authorized Signatory
|
CATAMARAN CLO 2012-LTD.,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Daniel P. Gilligan
|
|
|
Name:
|
Daniel P. Gilligan
|
|
Title:
|
Vice President
|
|
|
Trimaran Advisors, L.L.C.
|
CATAMARAN CLO 2013-1 LTD.,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Daniel P. Gilligan
|
|
|
Name:
|
Daniel P. Gilligan
|
|
Title:
|
Vice President
|
|
|
Trimaran Advisors, L.L.C.
|
CATAMARAN CLO 2014-1 LTD.,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Daniel P. Gilligan
|
|
|
Name:
|
Daniel P. Gilligan
|
|
Title:
|
Vice President
|
|
|
Trimaran Advisors, L.L.C.
|
CATAMARAN CLO 2014-2 LTD.,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Daniel P. Gilligan
|
|
|
Name:
|
Daniel P. Gilligan
|
|
Title:
|
Vice President
|
|
|
Trimaran Advisors, L.L.C.
|
CATAMARAN CLO 2015-1 LTD.,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Daniel P. Gilligan
|
|
|
Name:
|
Daniel P. Gilligan
|
|
Title:
|
Vice President
|
|
|
Trimaran Advisors, L.L.C.
|
KATONAH 2007-I CLO LTD.,
|
||
as a Lender
|
||
|
|
|
By:
|
/s/ Daniel Gilligan
|
|
|
Name:
|
Daniel Gilligan
|
|
Title:
|
Authorized Officer
|
|
|
Katonah Debt Advisors, L.L.C.
|
|
|
As Manager
|
Fire and Police Pension Fund, San Antonio
|
||
as a Lender
|
||
BY:
|
PineBridge Investments LLC Its Investment Manager
|
|
|
|
|
By:
|
/s/ Steven Oh
|
|
|
Name:
|
Steven Oh
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Galaxy XIX CLO, Ltd.
|
||
as a Lender
|
||
BY:
|
PineBridge Investments LLC, as Collateral Manager
|
|
|
|
|
By:
|
/s/ Steven Oh
|
|
|
Name:
|
Steven Oh
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Galaxy XX CLO, Ltd.
|
||
as a Lender
|
||
BY:
|
PineBridge Investments LLC, as Collateral Manager
|
|
|
|
|
By:
|
/s/ Steven Oh
|
|
|
Name:
|
Steven Oh
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
PineBridge Senior Secured Loan Fund Ltd.
|
||
as a Lender
|
||
BY:
|
PineBridge Investments LLC, Its Investment Manager
|
|
|
|
|
By:
|
/s/ Steven Oh
|
|
|
Name:
|
Steven Oh
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Stichting Blue Sky Active Fixed Income US Leveraged Loan Fund
|
||
as a Lender
|
||
By:
|
PineBridge Investments LLC, Its Investment Manager
|
|
|
|
|
By:
|
/s/ Steven Oh
|
|
|
Name:
|
Steven Oh
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
LCM X Limited Partnership
|
||
By:
|
LCM Asset Management LLC As Collateral Manager
|
|
as a Lender
|
||
|
|
|
By:
|
/s/ Alexander B. Kenna
|
|
|
Name:
|
Alexander B. Kenna
|
|
Title:
|
LCM Asset Management LLC
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
LCM XI Limited Partnership
|
||
By:
|
LCM Asset Management LLC As Collateral Manager
|
|
as a Lender
|
||
|
|
|
By:
|
/s/ Alexander B. Kenna
|
|
|
Name:
|
Alexander B. Kenna
|
|
Title:
|
LCM Asset Management LLC
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
LCM XII Limited Partnership
|
||
By:
|
LCM Asset Management LLC As Collateral Manager
|
|
as a Lender
|
||
|
|
|
By:
|
/s/ Alexander B. Kenna
|
|
|
Name:
|
Alexander B. Kenna
|
|
Title:
|
LCM Asset Management LLC
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
LCM XIII Limited Partnership
|
||
By:
|
LCM Asset Management LLC As Collateral Manager
|
|
as a Lender
|
||
|
|
|
By:
|
/s/ Alexander B. Kenna
|
|
|
Name:
|
Alexander B. Kenna
|
|
Title:
|
LCM Asset Management LLC
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
LCM XIV Limited Partnership
|
||
By:
|
LCM Asset Management LLC As Collateral Manager
|
|
as a Lender
|
||
|
|
|
By:
|
/s/ Alexander B. Kenna
|
|
|
Name:
|
Alexander B. Kenna
|
|
Title:
|
LCM Asset Management LLC
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
LCM XV Limited Partnership
|
||
By:
|
LCM Asset Management LLC As Collateral Manager
|
|
as a Lender
|
||
|
|
|
By:
|
/s/ Alexander B. Kenna
|
|
|
Name:
|
Alexander B. Kenna
|
|
Title:
|
LCM Asset Management LLC
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
LCM XVI Limited Partnership
|
||
By:
|
LCM Asset Management LLC As Collateral Manager
|
|
as a Lender
|
||
|
|
|
By:
|
/s/ Alexander B. Kenna
|
|
|
Name:
|
Alexander B. Kenna
|
|
Title:
|
LCM Asset Management LLC
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
LCM XVII Limited Partnership
|
||
By:
|
LCM Asset Management LLC As Collateral Manager
|
|
as a Lender
|
||
|
|
|
By:
|
/s/ Alexander B. Kenna
|
|
|
Name:
|
Alexander B. Kenna
|
|
Title:
|
LCM Asset Management LLC
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
LCM XVIII Limited Partnership
|
||
By:
|
LCM Asset Management LLC As Collateral Manager
|
|
as a Lender
|
||
|
|
|
By:
|
/s/ Alexander B. Kenna
|
|
|
Name:
|
Alexander B. Kenna
|
|
Title:
|
LCM Asset Management LLC
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
LCM XIX Limited Partnership
|
||
By:
|
LCM Asset Management LLC As Collateral Manager
|
|
as a Lender
|
||
|
|
|
By:
|
/s/ Alexander B. Kenna
|
|
|
Name:
|
Alexander B. Kenna
|
|
Title:
|
LCM Asset Management LLC
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
LCM XX Limited Partnership
|
||
By:
|
LCM Asset Management LLC As Collateral Manager
|
|
as a Lender
|
||
|
|
|
By:
|
/s/ Alexander B. Kenna
|
|
|
Name:
|
Alexander B. Kenna
|
|
Title:
|
LCM Asset Management LLC
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
OCP CLO 2012-2, Ltd.
|
||
By:
|
Onex Credit Partners, LLC, as Collateral Manager
|
|
as a Lender
|
||
|
|
|
By:
|
/s/ Paul Travers
|
|
|
Name:
|
Paul Travers
|
|
Title:
|
Portfolio Manager
|
OCP CLO 2013-3, Ltd.
|
||
By:
|
Onex Credit Partners, LLC, as Portfolio Manager
|
|
as a Lender
|
||
|
|
|
By:
|
/s/ Paul Travers
|
|
|
Name:
|
Paul Travers
|
|
Title:
|
Portfolio Manager
|
OCP CLO 2013-4, Ltd.
|
||
By:
|
Onex Credit Partners, LLC, as Portfolio Manager
|
|
as a Lender
|
||
|
|
|
By:
|
/s/ Paul Travers
|
|
|
Name:
|
Paul Travers
|
|
Title:
|
Portfolio Manager
|
OCP CLO 2014-5, Ltd.
|
||
By:
|
Onex Credit Partners, LLC, as Portfolio Manager
|
|
as a Lender
|
||
|
|
|
By:
|
/s/ Paul Travers
|
|
|
Name:
|
Paul Travers
|
|
Title:
|
Portfolio Manager
|
OCP CLO 2014-6, Ltd.
|
||
By:
|
Onex Credit Partners, LLC, as Portfolio Manager
|
|
as a Lender
|
||
|
|
|
By:
|
/s/ Paul Travers
|
|
|
Name:
|
Paul Travers
|
|
Title:
|
Portfolio Manager
|
OCP CLO 2015-8, Ltd.
|
||
By:
|
Onex Credit Partners, LLC, as Portfolio Manager
|
|
as a Lender
|
||
|
|
|
By:
|
/s/ Paul Travers
|
|
|
Name:
|
Paul Travers
|
|
Title:
|
Portfolio Manager
|
OCP CLO 2015-9, Ltd.
|
||
By:
|
Onex Credit Partners, LLC, as Portfolio Manager
|
|
as a Lender
|
||
|
|
|
By:
|
/s/ Paul Travers
|
|
|
Name:
|
Paul Travers
|
|
Title:
|
Portfolio Manager
|
OCP CLO 2015-10, Ltd.
|
||
By:
|
Onex Credit Partners, LLC, as Portfolio Manager
|
|
as a Lender
|
||
|
|
|
By:
|
/s/ Paul Travers
|
|
|
Name:
|
Paul Travers
|
|
Title:
|
Portfolio Manager
|
OCP CLO 2016-11, Ltd.
|
||
By:
|
Onex Credit Partners, LLC, as Portfolio Manager
|
|
as a Lender
|
||
|
|
|
By:
|
/s/ Paul Travers
|
|
|
Name:
|
Paul Travers
|
|
Title:
|
Portfolio Manager
|
Sound Point CLO IV, Ltd
|
||
as a Lender
|
||
BY:
|
Sound Point Capital Management, LP as Collateral Manager
|
|
|
|
|
By:
|
/s/ Misha Shah
|
|
|
Name:
|
Misha Shah
|
|
Title:
|
CLO Operations Associate
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Sound Point CLO IX, Ltd.
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Misha Shah
|
|
|
Name:
|
Misha Shah
|
|
Title:
|
CLO Operations Associate
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Sound Point CLO V, Ltd.
|
||
as a Lender
|
||
BY:
|
Sound Point Capital Management, LP as Collateral Manager
|
|
|
|
|
By:
|
/s/ Misha Shah
|
|
|
Name:
|
Misha Shah
|
|
Title:
|
CLO Operations Associate
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Sound Point CLO XII, Ltd.
|
||
as a Lender
|
||
BY:
|
Sound Point Capital Management, LP as Collateral Manager
|
|
|
|
|
By:
|
/s/ Misha Shah
|
|
|
Name:
|
Misha Shah
|
|
Title:
|
CLO Operations Associate
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Telos CLO 2013-3, Ltd.,
|
||
as a Lender
|
||
Managed by Telos Asset Management LLC
|
||
|
|
|
By:
|
/s/ Ro Toyoshima
|
|
|
Name:
|
Ro Toyoshima
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Telos CLO 2013-4, Ltd.,
|
||
as a Lender
|
||
Managed by Telos Asset Management LLC
|
||
|
|
|
By:
|
/s/ Ro Toyoshima
|
|
|
Name:
|
Ro Toyoshima
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Telos CLO 2014-5, Ltd.,
|
||
as a Lender
|
||
Managed by Telos Asset Management LLC
|
||
|
|
|
By:
|
/s/ Ro Toyoshima
|
|
|
Name:
|
Ro Toyoshima
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Telos CLO 2014-6, Ltd.,
|
||
as a Lender
|
||
Managed by Telos Asset Management LLC
|
||
|
|
|
By:
|
/s/ Ro Toyoshima
|
|
|
Name:
|
Ro Toyoshima
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Telos CLO 2016-7, Ltd.,
|
||
as a Lender
|
||
Managed by Telos Asset Management LLC
|
||
|
|
|
By:
|
/s/ Ro Toyoshima
|
|
|
Name:
|
Ro Toyoshima
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Telos COF I, LLC,
|
||
as a Lender
|
||
Managed by Telos Asset Management LLC
|
||
|
|
|
By:
|
/s/ Ro Toyoshima
|
|
|
Name:
|
Ro Toyoshima
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
If a second signature is necessary:
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Oppenheimer Senior Floating Rate Fund,
|
||
as a Lender (type name of legal entity)
|
||
|
||
|
|
|
By:
|
/s/ Janet Harrison
|
|
|
Name:
|
Janet Harrison
|
|
Title:
|
Associate
|
|
|
Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc.
|
Oppenheimer Senior Floating Rate Plus Fund,
|
||
as a Lender (type name of legal entity)
|
||
|
||
|
|
|
By:
|
/s/ Janet Harrison
|
|
|
Name:
|
Janet Harrison
|
|
Title:
|
Associate
|
|
|
Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc.
|
Catlin Underwriting Agencies LTD,
|
||
as a Lender (type name of legal entity)
|
||
|
||
|
|
|
By:
|
/s/ Janet Harrison
|
|
|
Name:
|
Janet Harrison
|
|
Title:
|
Associate
|
|
|
Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc.
|
Catlin RE Switzerland LTD,
|
||
as a Lender (type name of legal entity)
|
||
|
||
|
|
|
By:
|
/s/ Janet Harrison
|
|
|
Name:
|
Janet Harrison
|
|
Title:
|
Associate
|
|
|
Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc.
|
Oppenheimer Fundamental Alternatives Fund,
|
||
as a Lender (type name of legal entity)
|
||
|
||
|
|
|
By:
|
/s/ Janet Harrison
|
|
|
Name:
|
Janet Harrison
|
|
Title:
|
Associate
|
|
|
Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc.
|
Oppenheimer Master Loan Fund, LLC,
|
||
as a Lender (type name of legal entity)
|
||
|
||
|
|
|
By:
|
/s/ Janet Harrison
|
|
|
Name:
|
Janet Harrison
|
|
Title:
|
Associate
|
|
|
Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc.
|
(1)
|
OCI USA Inc.
, a company incorporated under the laws of the State of Delaware, having its registered office at 1209 Orange Street, Wilmington, Delaware, 19801, with filing number 4940164 (together with its successors and assigns, the “
Lender
”)
|
(2)
|
OCI BEAUMONT LLC,
a limited liability company formed under the laws of the State of Texas (the “
Borrower
”).
|
1.
|
DEFINITIONS
|
2.
|
BORROWINGS; PAYMENT OF PRINCIPAL AND INTEREST; PURPOSE
|
2.1
|
From and after the Effective Date, the Lender agrees to lend to the Borrower an amount of up to
USD 200,000,000 (two hundred million dollars)
to be made available at the request of the Borrower from time to time, subject to the terms and conditions of this Agreement. It is hereby agreed that as of the Effective Date, amounts outstanding between the parties shall be deemed Borrowings under the Loan pursuant to the terms and conditions of this Agreement.
|
2.2
|
Subject to the aggregate limit of $200,000,000 and the other terms and conditions of this Agreement, and provided that no Event of Default (as defined herein) shall have occurred and be continuing, within two (2) Business Days following Borrower’s request to Lender (or such longer time as the Borrower and the Lender shall agree), the Lender will advance to the Borrower such requested amount (each, a “
Borrowing
”).
|
2.3
|
The Borrower shall repay the Lender the aggregate principal amount of the Loans or so much thereof as may be borrowed from or owing to the Lender (and not repaid or prepaid by the Borrower), together with accrued interest thereon and fees in relation thereto, each calculated and payable as and to the extent set forth below. Such principal and interest are payable in lawful money of the United States of America in immediately available funds at the Lender’s address or in such other manner as the Lender may from time to time advise the Borrower in writing.
|
2.4
|
The Borrower covenants to the Lender that the Borrower shall use each Borrowing solely for general corporate or working capital purposes and not in violation of applicable laws (the “
Permitted Use
”).
|
2.5
|
The Lender shall record in its books and records the date and amount of each Borrowing, and each prepayment of principal hereunder and agrees that all such notations shall constitute
prima facie
evidence of the matters noted absent manifest error. No failure to make any such recordations, nor any errors in making any such recordations, shall affect the validity of this Agreement or the obligations hereunder.
|
3.
|
REPAYMENT
|
4.
|
PREPAYMENT
|
4.1
|
The Borrower may, at its option at any time, without premium or penalty, prepay all or any portion of the Loan. Any amount of the Loan that is prepaid may not be reborrowed.
|
4.2
|
Any prepayment of the Loan shall be applied as follows:
first
, to payment of accrued interest and fees; and
second
, to payment of principal.
|
5.
|
INTEREST; FEES
|
5.1
|
From the Effective Date, the Borrower shall pay interest on the Loan at the rate equal to the sum of (a) the rate per annum applicable to the Term B-3 Loans under the Credit Agreement dated August 20, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the "
Credit Agreement
") by and among,
inter alia
, OCI Beaumont LLC, a Texas limited liability company, OCI USA Inc., a Delaware corporation, and Bank of America N.A. as administrative agent (including as such per annum rate may fluctuate from time to time in accordance with the terms of the Credit Agreement (as amended)),
plus
(b) 25 basis points.
|
5.2
|
Interest on the principal balance shall be computed in the manner set forth in the Credit Agreement. Such interest shall be paid on or before the date that is two Business Days after each payment of interest under the Credit Agreement (each, an “
Interest Payment Date
”) either (a) in cash (to the extent the Borrower has elected to do so on or prior to such day) (“
Cash Interest
”), or (b) in-kind (if no such election been made and/or Cash Interest has not been paid) (“
PIK Interest
”), on which date (in the case of PIK Interest) such accrued interest shall be added to the principal amount of the Loan outstanding and accrue interest as set forth herein.
|
6.
|
DURATION
|
7.
|
EVENTS OF DEFAULT; REMEDIES
|
7.1
|
The following shall constitute “
Events of Default
” under this Agreement:
|
7.1.1
|
Failure by the Borrower to make any payment required under this Agreement when the same becomes due and payable (whether at maturity, by acceleration or otherwise) and the continuation of such failure for a period of thirty (30) days thereafter;
|
7.1.2
|
the Borrower voluntarily liquidates;
|
7.1.3
|
the Borrower pursuant to or within the meaning of any Bankruptcy Law:
|
(a)
|
commences a voluntary case or proceeding;
|
(b)
|
consents to the entry of an order for relief against it in an involuntary case or proceeding;
|
(c)
|
consents to the appointment of a Custodian of it or for all or substantially all of its property;
|
(d)
|
makes general assignment for the benefit of its creditors;
|
(e)
|
generally is unable to pay its debts as they become due;
|
7.1.4
|
a court of competent jurisdiction enters an order or decree (that remains unstayed and in effect for sixty (60) days) under any Bankruptcy Law that:
|
(a)
|
is for relief against the Borrower in an involuntary case or proceeding;
|
(b)
|
appoints a Custodian of the Borrower or for all or substantially all of its property; or
|
(c)
|
orders the liquidation of Borrower;
|
7.1.5
|
the Borrower uses a Borrowing for any purpose other than a Permitted Use; or
|
7.1.6
|
any representation or warranty made in this Agreement or in any certificate or statement given to the Lender pursuant to this Agreement is determined to be false in any material respect as of the date made.
|
7.2
|
If an Event of Default specified in Section 7.1.1, Section 7.1.5 or Section 7.1.6 shall have occurred and be continuing, the Lender may, at its option, by notice in writing to the Borrower (the “
Acceleration Notice
”), declare the termination of this Agreement and the entire outstanding principal amount of the Loans and the interest accrued thereon to be due and payable, and upon any such declaration the same shall become due and payable at such time and Lender’s obligations to provide Borrowings pursuant to this Agreement shall terminate. If an Event of Default specified in Section 7.1.2, 7.1.3 or 7.1.4 hereof occurs, this Agreement shall automatically terminate and the principal balance of the Loans and the accrued and unpaid interest thereon shall become due and payable immediately without any declaration or other act on the part of the Lender and without presentment, demand, protest or other notice or action of any kind, all of which are hereby expressly waived.
|
8.
|
COMPLIANCE WITH LAWS AND REGULATIONS; USURY
|
8.1
|
The validity of any provision of this Agreement shall be contingent on the compliance of such provision with the applicable laws and regulations in force at the time of execution of the transactions provided for herein. Should any provision of this Agreement conflict with any applicable law or regulation, the parties shall consult one another on the future of this Agreement and, having due regard to the spirit governing their relations, shall endeavour to amend it to comply with the applicable laws and regulations.
|
8.2
|
Nothing contained in this Agreement shall be deemed to establish or require the payment of a rate of interest in excess of the maximum rate legally enforceable. If the rate of interest called for under this Agreement at any time exceeds the maximum rate legally enforceable, the rate of interest required to be paid hereunder shall be automatically reduced to the maximum rate legally enforceable. If such interest rate is so reduced and thereafter the maximum rate legally enforceable is increased, the rate of interest required to be paid hereunder shall be automatically increased to the lesser of the maximum rate legally enforceable and the rate otherwise provided for in this Agreement.
|
9.
|
ASSIGNMENTS AND TRANSFERS
|
10.
|
NOTICES
|
11.
|
AMENDMENTS
|
12.
|
GOVERNING LAW
|
13.
|
ENFORCEMENT
|
14.
|
EXECUTION
|
15.
|
ENTIRE AGREEMENT
|
16.
|
REPRESENTATIONS AND WARRANTIES OF THE BORROWER.
|
17.
|
SUBORDINATION
|
17.1
|
The Lender hereby subordinates its right to payment and satisfaction of the obligations of every kind owing by the Borrower to the Lender under this Agreement, including principal, interest and fees, whether now existing or hereafter arising, and the payment thereof, directly or indirectly, by any means whatsoever, is deferred, to the payment in full of all obligations under the Credit Agreement.
|
17.2
|
The Lender and the Borrower hereby acknowledge that following an event of default under the Credit Agreement, the Borrower may not be permitted to make any payments under this Agreement to the Lender, unless otherwise expressly permitted by the terms of the Credit Agreement. Any such payments made and received by the Lender in violation of the terms of the Credit Agreement will be held in trust and not commingled with its other assets any payment received under this Agreement in violation of the foregoing, and shall promptly turn over any such payment to the lenders (or the agent therefor) under the Credit Agreement.
|
18.
|
AMENDMENT AND RESTATEMENT
|
(1)
|
OCI USA Inc.
, a company incorporated under the laws of the State of Delaware, having its registered office at 1209 Orange Street, Wilmington, Delaware, 19801, with filing number 4940164 (together with its successors and assigns, the “
Lender
”)
|
(2)
|
OCI BEAUMONT LLC,
a limited liability company formed under the laws of the State of Texas (the “
Borrower
”).
|
1.
|
DEFINITIONS
|
2.
|
LOAN ADVANCES; PAYMENT OF PRINCIPAL AND INTEREST; PURPOSE
|
2.1
|
From and after the Effective Date, the Lender shall make Loans available to the Borrower on the terms, and subject to the conditions, of this Agreement.
|
2.2
|
Subject to the aggregate limit of $40,000,000 and the other terms and conditions of this Agreement, and provided that no Event of Default (as defined herein) shall have occurred and be continuing, within two (2) Business Days following Borrower’s request to Lender (or such longer time as the Borrower and the Lender shall agree), the Lender will advance to the Borrower such requested amount (each, an “
Advance
”).
|
2.3
|
The Borrower shall repay the Lender the aggregate principal amount of the Loans or so much thereof as may be advanced by or owing to the Lender (and not repaid or prepaid by the Borrower), together with accrued interest thereon and fees in relation thereto, each calculated and payable as and to the extent set forth below. Such principal and interest are payable in lawful money of the United States of America in immediately available funds at the Lender’s address or in such other manner as the Lender may from time to time advise the Borrower in writing.
|
2.4
|
The Borrower covenants to the Lender that the Borrower shall use each advance solely for general corporate or working capital purposes and not in violation of applicable laws (the “
Permitted Use
”)
|
2.5
|
The Lender shall record in its books and records the date and amount of each Advance, and each payment or prepayment of principal hereunder and agrees that all such notations shall constitute
prima facie
evidence of the matters noted absent manifest error. No failure to make any such recordations, nor any errors in making any such recordations, shall affect the validity of this Agreement or the obligations hereunder.
|
3.
|
REPAYMENT
|
4.
|
PREPAYMENT
|
4.1
|
The Borrower may, at its option at any time, without premium or penalty, prepay all or any portion of the Loans.
|
4.2
|
Any prepayment of the Loans shall be applied as follows:
first
, to payment of accrued interest and fees; and
second
, to payment of principal.
|
5.
|
INTEREST; FEES
|
5.1
|
The Borrower shall pay interest on the Loans at the rate equal to the sum of (a) the rate per annum applicable to the Revolving Credit Agreement dated April 4, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the "
Credit Agreement
") by and among OCI Beaumont LLC, a Texas limited liability company, OCI Partners LP and Bank of America N.A. as administrative agent (including as such per annum rate may be fluctuate from time to time in accordance with the terms of the Credit Agreement (as amended)),
plus
(b) 25 basis points.
|
5.2
|
Interest on the principal balance shall be computed in the manner set forth in the Credit Agreement. Such interest shall be payable in cash on or before the date that is two Business Days after each payment of interest under the Credit Agreement (each, an “
Interest Payment Date
”).
|
5.3
|
The Borrower shall pay to the Lender, a commitment fee equal to 0.50% per annum multiplied by the actual daily amount by which $40,000,000 exceeds the sum of the outstanding Advances at such time. The commitment fee shall accrue at all times from the Effective Date until the Maturity Date, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the last Business Day of the first such month to occur after the Effective Date, and on the Maturity Date.
|
6.
|
DURATION
|
7.
|
EVENTS OF DEFAULT; REMEDIES
|
7.1
|
The following shall constitute “
Events of Default
” under this Agreement:
|
7.1.1
|
Failure by the Borrower to make any payment required under this Agreement when the same becomes due and payable (whether at maturity, by acceleration or otherwise) and the continuation of such failure for a period of thirty (30) days thereafter;
|
7.1.2
|
the Borrower voluntarily liquidates;
|
7.1.3
|
the Borrower pursuant to or within the meaning of any Bankruptcy Law:
|
(a)
|
commences a voluntary case or proceeding;
|
(b)
|
consents to the entry of an order for relief against it in an involuntary case or proceeding;
|
(c)
|
consents to the appointment of a Custodian of it or for all or substantially all of its property;
|
(d)
|
makes general assignment for the benefit of its creditors;
|
(e)
|
generally is unable to pay its debts as they become due;
|
7.1.4
|
a court of competent jurisdiction enters an order or decree (that remains unstayed and in effect for sixty (60) days) under any Bankruptcy Law that:
|
(a)
|
is for relief against the Borrower in an involuntary case or proceeding;
|
(b)
|
appoints a Custodian of the Borrower or for all or substantially all of its property; or
|
(c)
|
orders the liquidation of Borrower; or
|
7.1.5
|
the Borrower uses an Advance for any purpose other than a Permitted Use.
|
7.2
|
If an Event of Default specified in Section 7.1.1 or Section 7.1.5 shall have occurred and be continuing, the Lender may, at its option, by notice in writing to the Borrower (the “
Acceleration Notice
”), declare the termination of this Agreement and the entire outstanding principal amount of the Loans and the interest accrued thereon to be due and payable upon the date which is five Business Days after the date of delivery by the Lender to the Borrower of a written notice of acceleration, and upon any such declaration the same shall become due and payable at such time. If an Event of Default specified in Section 7.1.2, 7.1.3 or 7.1.4 hereof occurs, this Agreement shall automatically terminate and the principal balance of the Loans and the accrued and unpaid interest thereon shall become due and payable immediately without any declaration or other act on the part of the Lender and without presentment, demand, protest or other notice or action of any kind, all of which are hereby expressly waived.
|
8.
|
COMPLIANCE WITH LAWS AND REGULATIONS
|
8.1
|
The validity of any provision of this Agreement shall be contingent on the compliance of such provision with the applicable laws and regulations in force at the time of execution of the transactions provided for herein. Should any provision of this Agreement conflict with any applicable law or regulation, the parties shall consult one another on the future of this Agreement and, having due regard to the spirit governing their relations, shall endeavour to amend it to comply with the applicable laws and regulations.
|
8.2
|
Nothing contained in this Agreement shall be deemed to establish or require the payment of a rate of interest in excess of the maximum rate legally enforceable. If the rate of interest called for under this Agreement at any time exceeds the maximum rate legally enforceable, the rate of interest required to be paid hereunder shall be automatically reduced to the maximum rate legally enforceable. If such interest rate is so reduced and thereafter the maximum rate legally enforceable is increased, the rate of interest required to be paid hereunder shall be automatically increased to the lesser of the maximum rate legally enforceable and the rate otherwise provided for in this Agreement.
|
9.
|
ASSIGNMENTS AND TRANSFERS
|
10.
|
NOTICES
|
11.
|
AMENDMENTS
|
12.
|
GOVERNING LAW
|
13.
|
ENFORCEMENT
|
14.
|
EXECUTION
|
15.
|
ENTIRE AGREEMENT
|
16.
|
REPRESENTATIONS AND WARRANTIES OF THE BORROWER
|
17.
|
USURY
|
18.
|
SUBORDINATION
|
18.1
|
The Lender hereby subordinates its right to payment and satisfaction of the obligations of every kind owing by the Borrower to the Lender under this Agreement, including principal, interest and fees, whether now existing or hereafter arising, and the payment thereof, directly or indirectly, by any means whatsoever, is deferred, to the payment in full of all obligations under the Credit Agreement.
|
18.2
|
The Lender and the Borrower hereby acknowledge that following an event of default under the Credit Agreement, the Borrower may not be permitted to make any payments under this Agreement to the Lender, unless otherwise expressly permitted by the terms of the Credit Agreement. Any such payments made and received by the Lender in violation of the terms of the Credit Agreement will be held in trust and not commingled with its other assets any payment received under this Agreement in violation of the foregoing, and shall promptly turn over any such payment to the lenders (or the agent therefor) under the Credit Agreement.
|