Exhibit 10.1

LOAN MODIFICATION AGREEMENT

dated as of April 8, 2010,

relating to the

SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

dated as of May 8, 2006,

among

WEIGHT WATCHERS INTERNATIONAL, INC.,

as the Borrower,

VARIOUS FINANCIAL INSTITUTIONS,

as the Accepting Lenders,

THE BANK OF NOVA SCOTIA,

as the Administrative Agent,

and

BANK OF AMERICA, N.A.

and FORTIS CAPITAL CORP.

as Documentation Agents

 

 

 

CREDIT SUISSE SECURITIES (USA) LLC		JPMORGAN CHASE BANK, N.A.
as Lead Arranger, Joint Bookrunner and Syndication Agent		as Lead Arranger, Joint Bookrunner and Syndication Agent

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LOAN MODIFICATION AGREEMENT dated as of April 8, 2010 (this “Agreement”), among WEIGHT WATCHERS INTERNATIONAL, INC., a Virginia corporation (the “Borrower”), the Accepting Lenders (as defined below), JPMorgan Chase Bank, N.A. as Issuer and THE BANK OF NOVA SCOTIA, as the Swing Line Lender, Issuer and the Administrative Agent (in such capacity, the “Administrative Agent”).

A. Reference is made to the Sixth Amended and Restated Credit Agreement dated as of May 8, 2006 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among the Borrower, the Lenders party thereto and the Administrative Agent.

B. Pursuant to Section 11.19 of the Credit Agreement, the Borrower has made Loan Modification Offers to the Lenders to make certain Permitted Amendments.

C. The Lenders party hereto (the “Accepting Lenders”) are willing to agree to such Permitted Amendments as of the Loan Modification Effective Date (as defined below), on the terms and subject to the conditions set forth herein and in the Credit Agreement.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms; Terms Generally. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. This Agreement shall be a “Loan Modification Agreement” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 2. Loan Modifications.

(a) Each of the Accepting Lenders set forth on Schedule I hereto (the “2014 Revolving Lenders”) agrees that the principal amount of its Revolving A Loan Commitment set forth on Schedule I shall hereby be converted into Other Revolving Loan Commitments (the “2014 Revolving Loan Commitments”) and that a proportionate principal amount of its outstanding Revolving A Loan shall hereby be converted into Other Revolving Loans (the “2014 Revolving Loans”), in each case on the terms and subject to the conditions set forth herein.

(i) 2014 Revolving Loan Commitment Termination Date: As used in the Credit Agreement, clause (a) of the “Other Revolving Loan Commitment Termination Date” with respect to the 2014 Revolving Loan Commitments shall be June 30, 2014; provided that if as of October 24, 2013 the aggregate principal amount of the Term B Loans exceeds $250,000,000, then the “Other Revolving Loan Commitment Termination Date” with respect to the 2014 Revolving Loan Commitments shall be October 24, 2013.

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(ii) Applicable Margin for 2014 Revolving Loans: As used in the Credit Agreement, the Applicable Margin with respect to any 2014 Revolving Loan shall be the applicable percentage set forth below corresponding to the relevant Net Debt to EBITDA Ratio:

 

Net Debt to EBITDA Ratio		Applicable Margin For Base Rate Loans			Applicable Margin For LIBO Rate Loans
> 2.00:1		1.50	%		2.50	%
< 2.00:1 and > 1.50:1		1.25	%		2.25	%
< 1.50:1		1.125	%		2.125	%

(iii) Applicable Commitment Fee Margin for 2014 Revolving Loan Commitments: The Applicable Commitment Fee Margin for the 2014 Revolving Loan Commitments shall be the applicable percentage set forth below corresponding to the relevant Net Debt to EBITDA Ratio:

 

Net Debt to EBITDA Ratio		Applicable Commitment Fee Margin
> 2.00:1		0.50	%
< 2.00:1 and > 1.50:1		0.4375	%
< 1.50:1		0.375	%

(iv) Other: For all purposes of the Credit Agreement and the other Loan Documents, the 2014 Revolving Loan Commitments shall constitute “Other Revolving Loan Commitments”; the 2014 Revolving Loans shall constitute “Other Revolving Loans”; and the 2014 Revolving Lenders shall be “Lenders”, “Revolving Lenders” and “Accepting Lenders” with respect to such 2014 Revolving Loan Commitments and 2014 Revolving Loans. Except to the extent provided herein, the terms and conditions of the 2014 Revolving Loan Commitments and the 2014 Revolving Loans shall be identical to those of the Revolving A Loan Commitment and the Revolving A Loans, respectively. For the avoidance of doubt, any Interest Period elected by the Borrower with respect to any converted Borrowing of Revolving A Loans beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period with respect to the corresponding Borrowing of 2014 Revolving Loans until the end of such Interest Period, with only the Applicable Margin for such Borrowing changing as set forth in clause (ii) above with effect on and after the Loan Modification Effective Date.

(b) Each of the Accepting Lenders set forth on Schedule II hereto (the “Term C Lenders”) agrees that the principal amount of its Term A Loans and/or its Term A-1 Loans set forth on Schedule II hereto shall hereby be converted into Other Term Loans (the “Term C Loans”), in a like principal amount and on the terms and subject to the conditions set forth herein.

(i) Stated Maturity Date for Term C Loans: As used in the Credit Agreement, the “Stated Maturity Date” of the Term C Loans shall be June 30, 2015; provided that if as of October 24, 2013 the aggregate principal amount of the Term B Loans exceeds $250,000,000, then the Stated Maturity Date for Term C Loans shall be October 24, 2013.

 

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(ii) Applicable Margin for Term C Loans: As used in the Credit Agreement, the Applicable Margin with respect to any Term C Loan shall be the applicable percentage set forth below corresponding to the relevant Net Debt to EBITDA Ratio:

 

Net Debt to EBITDA Ratio		Applicable Margin For Base Rate Loans			Applicable Margin For LIBO Rate Loans
> 2.00:1		1.25	%		2.25	%
< 2.00:1 and > 1.50:1		1.125	%		2.125	%
< 1.50:1		1.00	%		2.00	%

(iii) Amortization: The Borrower shall, on the Stated Maturity Date and on each Quarterly Payment Date occurring on or during any period set forth below, make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term C Loans in an amount equal to the percentage set forth below opposite the Stated Maturity Date or such Quarterly Payment Date of the original principal amount of the Term C Loans (as such amounts may have otherwise been reduced pursuant to the Credit Agreement), as applicable:

 

Date		Percentage
July 1, 2010 through (and including) March 31, 2015		1.25%
Stated Maturity Date		76.25% (or the then outstanding principal amount of the Term C Loans (if different))

provided that, as set forth in the definition of Stated Maturity Date above, if as of October 24, 2013 the aggregate principal amount of the Term B Loans exceeds $250,000,000, then the Stated Maturity Date for Term C Loans shall be October 24, 2013.

(iv) Other: For all purposes of the Credit Agreement and the other Loan Documents, the Term C Loans shall constitute “Other Term Loans”; and the Term C Lenders shall be “Lenders”, and “Accepting Lenders” with respect to such Term C Loans. Except to the extent provided herein, the terms and conditions of the Term C Loans shall be identical to those of the Term A Loans and the Term A-1 Loans, as applicable. For the avoidance of doubt, any Interest Period elected by the Borrower with respect to any converted Borrowing of Term A Loans and/or the Term A-1 Loans beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period with respect to the Borrowing of Term C Loans until the end of such Interest Period, with only the Applicable Margin for such Borrowing changing as set forth in clause (ii) above with effect on and after the Loan Modification Effective Date.

 

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(c) Each of the Accepting Lenders set forth on Schedule III hereto (the “Term D Lenders”) agrees that the principal amount of its Term B Loans set forth on Schedule III hereto shall hereby be converted into Other Term Loans (the “Term D Loans”), in a like principal amount and on the terms and subject to the conditions set forth herein.

(i) Stated Maturity Date for Term D Loans: As used in the Credit Agreement, the “Stated Maturity Date” of the Term D Loans shall be June 30, 2016.

(ii) Applicable Margin for Term D Loans: As used in the Credit Agreement, the Applicable Margin with respect to any Term D Loan shall be (i) 2.25% with respect to Term D Loans maintained as LIBO Rate Loans and (ii) 1.25% with respect to Term D Loans maintained as Base Rate Loans.

(iii) Amortization: The Borrower shall, on the Stated Maturity Date and on each Quarterly Payment Date occurring on or during any period set forth below, make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term D Loans in an amount equal to the percentage set forth below opposite the Stated Maturity Date or such Quarterly Payment Date of the original principal amount of the Term D Loans(as such amounts may have otherwise been reduced pursuant to the Credit Agreement), as applicable:

 

Date		Percentage
July 1, 2010 through (and including) March 31, 2016		0.25%
Stated Maturity Date		94.25% (or the then outstanding principal mount of the Term D Loans (if different))

(iv) Other: For all purposes of the Credit Agreement and the other Loan Documents, the Term D Loans shall constitute “Other Term Loans”; and the Term D Lenders shall be “Lenders”, and “Accepting Lenders” with respect to such Term D Loans. Except to the extent provided herein, the terms and conditions of the Term D Loans shall be identical to those of the Term B Loans, including that the Term D Loans shall be deemed to be Term B Loans for all intent and purpose of clause (c) of the definition of Investment Grade Rating Date. For the avoidance of doubt, any Interest Period elected by the Borrower with respect to any converted Borrowing of Term B Loans beginning prior to the Loan Modification Effective Date and ending thereafter shall constitute the Interest Period with respect to the Borrowing of Term D Loans until the end of such Interest Period, with only the Applicable Margin for such Borrowing changing as set forth in clause (ii) above with effect on and after the Loan Modification Effective Date.

 

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SECTION 3. Amendment to Credit Agreement. All parties hereto agree that, when used in connection with Swing Line Loans or Letters of Credit, the date appearing in clause (a) in the definition of Revolving Loan Commitment Termination Date shall be the date specified in the definition of Other Revolving Loan Commitment Termination Date as defined in Loan Modification Agreement dated as of April 8, 2010 among Weight Watchers International, Inc., the Accepting Lenders (as defined therein), JPMorgan Chase Bank, N.A. and The Bank of Nova Scotia.

SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Agreement, the Borrower represents and warrants to each of the Accepting Lenders and the Administrative Agent, that, immediately after giving effect to this Agreement, (a) the representations and warranties set forth in Article VI of the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and (b) no Default or Event of Default has occurred and is continuing.

SECTION 5. Conditions Precedent to Effectiveness of Modifications. The modifications of Commitments and Loans provided for in Section 2 above will become effective on a date to be designated by the Borrower and the Administrative Agent, subject to the satisfaction of the following conditions precedent on or prior to such date (the date of such effectiveness being called the “Loan Modification Effective Date”):

(a) The Administrative Agent shall have received duly executed and delivered signature pages hereto from an Authorized Officer of the Borrower and the Accepting Lenders party hereto.

(b) The Administrative Agent shall have received an affirmation and consent, dated as of the Loan Modification Effective Date and duly executed by an Authorized Officer of each Guarantor, in form and substance satisfactory to the Administrative Agent.

(c) The Administrative Agent shall have received an opinion of Simpson Thacher & Bartlett LLP, special New York counsel to the Borrower, dated the Loan Modification Effective Date and addressed to the Administrative Agent and the Accepting Lenders, in form and substance reasonably satisfactory to the Administrative Agent.

(d) The Administrative Agent shall have received from the Borrower a certificate with all attachments attached thereto, dated the Loan Modification Effective Date, of its Secretary or Assistant Secretary (or Authorized Officer serving a similar function, in the case of other than a corporation) as to:

(i) resolutions of the Borrower’s Board of Directors (or other similar governing body) then in full force and effect authorizing, as applicable, the execution, delivery and performance of this Agreement; and

(ii) the incumbency and signatures of the Borrower’s Authorized Officers authorized to execute and deliver this Agreement;

 

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upon which certificate each Accepting Lender may conclusively rely until each such Accepting Lender shall have received a further certificate of the Borrower canceling or amending the prior certificate.

(e) The Administrative Agent shall have received (on behalf of itself and the Accepting Lenders) all fees (including, for the avoidance of doubt, the fees set forth in that certain Loan Modification Agreement Fee Letter, dated as of the date hereof, between the Borrower and the Administrative Agent and Section 5(f)) and other amounts, fees, costs and expenses due and payable on or prior to the Loan Modification Effective Date to the extent invoiced pursuant to Section 11.3 of the Credit Agreement.

(f) The payment by the Borrower in immediately available funds to the Administrative Agent, for the account of each relevant Accepting Lender, the following non-refundable fees:

(i) for each Accepting Lender agreeing to convert its Revolving A Loan Commitment to a 2014 Revolving Loan Commitment hereunder, 1.00% of the amount of such Accepting Lender’s 2014 Revolving Loan Commitment on the Loan Modification Effective Date;

(ii) for each Accepting Lender agreeing to convert its Term A Loans and/or Term A-1 Loans, as the case may be, to Term C Loans hereunder, 0.25% of the aggregate amount of such Accepting Lender’s outstanding Term C Loans on the Loan Modification Effective Date; and

(iii) for each Accepting Lender agreeing to convert its Term B Loans to Term D Loans hereunder, 0.05% of the aggregate amount of such Accepting Lender’s outstanding Term D Loans on the Loan Modification Effective Date.

SECTION 6. Certain Agreements. For the avoidance of doubt and without limiting the application thereof, the parties hereto hereby agree that the provisions of Sections 11.3 and 11.4 of the Credit Agreement shall apply to the execution and delivery of, and the performance of the parties’ respective obligations under, this Agreement.

SECTION 7. Applicable Law. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSES SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

SECTION 8. Notices. All notices hereunder shall be given in accordance with the provisions of Section 11.2 of the Credit Agreement.

SECTION 9. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 5 above. Delivery of an executed signature page to this Agreement by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually signed counterpart of this Agreement.

 

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SECTION 10. Headings. The headings and cover page of this Agreement are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 11. Amendment. This Agreement may not be amended, supplemented or otherwise modified other than in a writing signed by each of the parties hereto.

 

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

 

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Schedule I

Revolving Loan Commitments

 

Revolving Lenders		Revolving A Loan Commitments Converted into Other Revolving Loan Commitments
Bank Leumi USA		13,235,294.12
Bank of America, N.A.		38,235,294.12
Crédit Industriel et Commercial		11,764,705.88
Credit Suisse AG, Cayman Island Branch (f/k/a Credit Suisse, Cayman Islands Branch)		6,323,529.41
Fortis Bank SA/NV, New York Branch		28,764,705.88
HSBC Bank USA, N.A.		17,647,058.82
JPMorgan Chase Bank, N.A.		38,676,470.59
Mizuho Corporate Bank Limited		17,647,058.82
Natixis		8,823,529.41
Capital One, N.A. (f/k/a North Fork Bank)		8,823,529.41
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch		14,705,882.35
RBS Citizens, N.A.		25,058,823.53
Toronto Dominion (New York) LLC		8,823,529.41
The Bank of New York Mellon		5,882,352.94
The Bank of Nova Scotia		41,176,470.63
US Bank, N.A.		23,529,411.76
Wells Fargo Bank, N.A. (f/k/a Wachovia Bank National Association)		23,529,411.76

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Schedule II

Term A Loans

 

Term A Lender		Term A Loans Converted into Term C Loans
XELO VII Limited		742,857.14
Babson CLO LTD. 2005-I		147,370.82
Babson CLO LTD. 2005-II		29,984.95
Babson CLO LTD. 2006-I		29,962.98
Bill & Melinda Gates Foundation Trust		3,271,848.76
C.M. Life Insurance Company		44,345.16
Maplewood (Cayman) Limited		663,168.61
Massachusetts Mutual Life Insurance Company		325,197.63
Bank Leumi USA		6,022,058.82
Bank of America, N.A.		17,397,058.83
Caja Mediterráneo – Miami Agency		3,250,000.00
Crédit Industriel et Commercial		5,352,941.16
Fortis Bank SA/NV, New York Branch		16,727,941.17
HSBC Bank USA, N.A.		8,029,411.78
ING Investment Management CLO III, Ltd.		29,984.95
JPMorgan Chase Bank, N.A.		18,735,294.12
Mizuho Corporate Bank Limited		8,029,411.79
Natixis		4,014,705.88
Capital One, N.A. (f/k/a North Fork Bank)		4,014,705.88
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch		6,691,176.49
RBS Citizens, N.A.		8,029,411.77
Scotiabanc Inc.		18,735,294.07
Toronto Dominion (New York) LLC		7,417,986.79
The Bank of New York Mellon		2,676,470.57
The Bank of Nova Scotia		29,984.88
US Bank, N.A.		630,882.35
Wells Fargo Bank, N.A. (f/k/a Wachovia Bank National Association)		10,705,882.33

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Term A-1 Loans

 

Term A-1 Lender		Term A-1 Loans Converted into Term C Loans
American Savings Bank, F.S.B.		4,000,000.00
Avenue CLO VI, Ltd.		1,200,000.00
Babson CLO LTD. 2005-I		181,379.46
Babson CLO LTD. 2005-II		36,904.56
Babson CLO LTD. 2006-I		6,441.18
C.M. Life Insurance Company		9,532.91
Maplewood (Cayman) Limited		422,024.66
Massachusetts Mutual Life Insurance Company		69,908.12
Bank of America, N.A.		39,200,000.00
Caja Mediterráneo – Miami Agency		12,000,000.00
Whitney CLO I		831,168.83
Cratos CLO I Ltd.		2,368,831.17
Credit Suisse AG, Cayman Island Branch (f/k/a Credit Suisse, Cayman Islands Branch)		7,800,000.00
Erste Group Bank AG		8,800,000.00
Fortis Bank SA/NV, New York Branch		22,000,000.00
HSBC Bank USA, N.A.		8,000,000.00
ING Investment Management CLO III, Ltd.		36,904.56
JPMorgan Chase Bank, N.A.		41,400,000.00
Mizuho Corporate Bank Limited		16,000,000.00
Natixis		28,000,000.00
Capital One, N.A. (f/k/a North Fork Bank)		13,600,000.00
PNC Bank National Association		16,000,000.00
Dryden IX – Senior Loan Fund 2005 p.l.c.		2,400,000.00
Dryden XVI Leveraged Loan CDO 2006		1,200,000.00
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch		16,000,000.00
The Sumitomo Trust and Banking Co., Ltd., New York Branch		3,200,000.00
Founders Grove CLO, Ltd.		737,516.01
Grant Grove CLO, Ltd.		737,516.00
Muir Grove CLO, Ltd.		1,229,193.35

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Term A-1 Lender		Term A-1 Loans Converted into Term C Loans
Toronto Dominion (New York) LLC		28,000,000.00
Hamilton Floating Rate Fund, LLC		1,600,000.00
The Bank of Nova Scotia		24,036,904.55
Trimaran CLO VI Ltd		800,000.00
Trimaran CLO IV Ltd		400,000.00
Trimaran CLO VII Ltd		400,000.00

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Schedule III

Term B Loans

 

Term B Lenders		Term B Loans Converted into Term D Loans
Eagle Creek CLO, Ltd.		1,708,558.76
Pacifica CDO III Ltd.		208,920.88
Pacifica CDO IV Ltd.		348,201.48
Pacifica CDO VI Ltd.		348,201.48
Westwood CDO I Ltd.		417,841.77
Pacifica CDO V Ltd.		487,482.07
Prospero CLO II BV		333,168.96
Veritas CLO I, Ltd.		666,337.92
ABCLO 2007-1 Ltd.		1,342,746.45
AIMCO CLO, Series 2005-A		333,168.96
Avenue CLO Fund, Ltd.		2,326,861.82
MassMutual Asia Limited		456,641.37
St. James River CLO, Ltd.		1,999,013.75
BlackRock Senior Income Series		333,168.96
BlackRock Senior Income Series II		333,168.96
BlackRock Senior Income Series IV		499,753.44
Magnetite V CLO, Limited		333,168.96
Inwood Park CDO Ltd.		3,331,689.58
Bluemountain CLO Ltd.		1,342,746.45
Green Island CBNA Loan Funding LLC		2,029,455.59
Shasta CLO I		1,699,161.68
Sierra CLO II		501,757.24
Whitney CLO I		1,168,095.15
ColumbusNova CLO Ltd. 2007-I		2,332,482.30
ColumbusNova CLO Ltd. 2006-II		676,485.20
ColumbusNova CLO Ltd. 2006-I		1,022,461.27
ColumbusNova CLO IV Ltd. 2007-II		327,912.51
Cratos CLO I Ltd.		684,310.97
Bridgeport CLO II Ltd.		666,337.92
Schiller Park CLO Ltd.		666,337.92

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Term B Lenders		Term B Loans Converted into Term D Loans
Denali Capital CLO V, Ltd.		1,691,486.70
Denali Capital CLO IV, Ltd.		1,192,058.63
Denali Capital CLO VI, Ltd.		2,024,655.65
Denali Capital CLO VII, Ltd.		3,037,529.41
Spring Road CLO 2007-1, Ltd.		1,703,346.44
Genesis CLO 2007-1		5,197,435.74
Duane Street CLO II, Ltd.		3,341,836.86
Duane Street CLO III, Ltd.		2,315,620.93
Duane Street CLO I, Ltd.		2,165,767.42
Duane Street CLO IV, Ltd.		2,776,459.28
Big Sky III Senior Loan Trust		666,337.92
Eaton Vance Institutional Senior Loan Fund		2,665,351.66
Eaton Vance CDO IX Ltd.		1,022,513.42
Eaton Vance CDO VIII, Ltd.		1,022,513.42
Eaton Vance VT Floating-Rating Income Fund		666,337.92
Erste Group Bank AG		7,420,717.16
First Trust/Four Corners Senior Floating Rate Income Fund II		1,003,724.22
First Trust/Four Corners Senior Floating Rate Income Fund		337,386.30
Four Corners CLO 2005-1, Ltd.		856,475.47
Four Corners CLO II, Ltd.		333,168.96
Four Corners CLO III, Ltd.		1,007,941.51
COA Caerus CLO Ltd.		1,017,309.81
Waterfront CLO 2007-1, Ltd.		1,999,013.75
GSC Investment Corp. CLO 2007, LTD.		2,769,773.04
GSC Group CDO Fund VIII, Limited		2,798,619.24
Chelsea Park CLO Ltd.		2,024,317.70
Columbus Park CDO Ltd.		999,506.87
Armstrong Loan Funding, Ltd.		1,674,215.84
Stoney Lane Funding I, Ltd.		3,331,689.58
ING International (II) – Senior Bank Loans Euro		986,045.51
ING Investment Management CLO IV, Ltd.		885,692.79
ING Investment Management CLO II, Ltd.		1,332,675.83
ING Investment Management CLO III, Ltd.		2,019,622.13

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Term B Lenders		Term B Loans Converted into Term D Loans
ING Investment Management CLO I, Ltd.		892,423.48
ING Investment Management CLO V, Ltd.		2,334,687.72
BLT 2009 – 1 Ltd.		233,218.27
Golden Knight II CLO, Ltd.		1,140,863.52
Latitude CLO II, LTD		656,190.63
Jersey Street CLO, Ltd.		461,904.09
Marlborough Street CLO, Ltd.		458,883.06
Mizuho Corporate Bank Limited		6,663,379.15
Venture III CDO Limited		674,772.55
Venture IV CDO Limited		674,772.55
Venture VII CDO Limited		1,332,675.83
Venture VIII CDO Limited		1,999,013.75
Confluent 3 Limited		1,315,052.27
MSIM Peconic Bay, Ltd.		783,926.92
Morgan Stanley Investment Management Croton, Ltd.		1,070,169.99
Qualcomm Global Trading, Inc.		2,479,443.26
Natixis		2,993,510.58
Navigare Funding I CLO, Ltd.		686,946.30
Navigare Funding II CLO, Ltd.		686,946.30
Navigare Funding III CLO, Ltd.		666,337.92
Clydesdale CLO 2004, Ltd.		666,337.92
Clydesdale CLO 2005, Ltd.		999,506.87
Clydesdale CLO 2006, Ltd.		2,332,182.70
Clydesdale Strategic CLO I, Ltd.		666,337.92
Capital One, N.A. (f/k/a North Fork Bank)		1,999,013.75
Oak Hill Credit Partners V, Limited		5,022,647.61
Hamlet II, Ltd.		1,490,534.72
Octagon Investment Partners VII, Ltd.		796,857.71
Octagon Investment Partners VIII, Ltd.		1,483,804.02
Octagon Investment Partners X, Ltd.		733,185.19
Mayport CLO Ltd.		1,999,013.75
Pangaea CLO 2007-1 LTD.		678,206.53
Sargas CLO I LTD.		2,024,343.73

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Term B Lenders		Term B Loans Converted into Term D Loans
PNC Bank National Association		3,331,689.58
Jackson National Life Insurance Company		4,004,724.32
PPM Grayhawk CLO, Ltd.		1,373,892.61
Primus CLO I Ltd.		2,000,683.74
Primus CLO II Ltd.		2,765,668.85
Rosedale CLO Ltd.		1,332,675.83
Rosedale CLO II Ltd.		1,999,013.75
Dryden XVIII Leveraged Loan 2007 Ltd.		1,665,844.79
Gateway CLO Limited		1,488,267.41
Yorkville CBNA Loan Funding LLC		64,619.69
Veritas CLO II, Ltd.		333,168.96
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch		3,331,689.58
Ameriprise Certificate Company		860,545.89
Cent CDO 10 Limited		799,605.50
Cent CDO 12 Limited		1,232,725.14
Cent CDO 14 Limited		1,016,165.32
Cent CDO XI Limited		1,415,968.07
Centurion CDO 8 Limited		1,232,725.14
Centurion CDO 9 Limited		1,632,527.89
RiverSource Life Insurance Company		759,119.15
RiverSource Bond Series, Inc. – RiverSource Floating Rate Fund		739,771.07
Scotiabanc Inc.		16,753,651.03
Cannington Funding Ltd.		1,332,675.83
Greens Creek Funding Ltd.		2,333,852.69
Eagle Loan Trust		937,210.57
Stanfield Arnage CLO Ltd.		1,528,518.30
Stanfield Bristol CLO, Ltd.		1,062,081.76
Stanfield Vantage CLO, Ltd.		1,269,055.60
Stanfield Veyron CLO, Ltd.		1,233,068.43
Stanfield Daytona CLO, Ltd.		1,062,081.76
Stanfield McLaren CLO, Ltd.		1,385,154.70
Renaissance Trust 2009		3,114,144.81

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Term B Lenders		Term B Loans Converted into Term D Loans
Stanfield Azure CLO, Ltd.		1,065,430.21
The Sumitomo Trust and Banking Co., Ltd., New York Branch		999,506.87
Founders Grove CLO, Ltd.		979,420.41
Grant Grove CLO, Ltd.		979,420.42
Muir Grove CLO, Ltd.		1,632,367.35
Hamilton Floating Rate Fund, LLC		1,439,760.47
One Wall Street CLO III Ltd.		2,667,021.64
OWS CLO I Ltd.		3,335,029.63
One Wall Street CLO II Ltd.		2,665,351.66
The Bank of Nova Scotia		3,092,814.52
Trimaran CLO VI Ltd		335,567.11
Trimaran CLO IV Ltd		1,658,766.47
Trimaran CLO V Ltd		1,985,136.06
Trimaran CLO VII Ltd		2,008,211.27
Ocean Trails CLO II		2,665,351.66
WG Horizons CLO I		1,999,013.75
WhiteHorse I, Ltd.		1,332,675.83
WhiteHorse V, Ltd.		3,331,689.58