salemcommunicationsamend4.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): October 24, 2007
SALEM
COMMUNICATIONS CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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000-26497
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77-0121400
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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4880
Santa Rosa Road, Camarillo, California
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93012
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (805) 987-0400
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ]Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-
ITEM
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
SIGNATURE
EXHIBIT
INDEX
EXHIBIT
4.19
ITEM
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
On
October 24, 2007, Salem Communications Holding Corporation (the “Company”), a
wholly owned subsidiary of Salem Communications Corporation (“Salem”), amended
its credit facility with a consortium of leading financial institutions. The
Bank of New York, acting as Administrative Agent, arranged the facility. The
other institutions participating in the facility are: General Electric Capital
Corporation; SunTrust Bank; Fleet National Bank; ING (U.S.) Capital, LLC; Wells
Fargo Bank, National Association; Harris Nesbitt Financing, Inc.; National
City
Bank; Bank of Scotland; Coöperative Centrale Raiffeisen-Boerenleen Bank B.A.,
“Rabobank Nederland”, New York Branch; U.S. Bank National Association; Calyon
New York Branch; Credit Suisse, Cayman Islands branch (formerly known as Credit
Suisse First Boston, acting through its Cayman Islands Branch); Deutsche Bank
Trust Company Americas; The Prudential Insurance Company of America; Pruco
Life
Insurance Company; American Skandia Life Assurance Company of America; Wachovia
Bank, National Association; UBS AG, Cayman Islands Branch; and Batallion CLO
2007-1 Ltd.
This
amendment will result in the following primary modifications to the credit
facility: (a) maintaining a maximum permitted Total Leverage Ratio at
6.75:1.00 through March 30, 2009, (b) maintaining a maximum permitted Senior
Leverage Ratio at 5.00:1.00 through March 30, 2009, and (c) maintaining a
minimum permitted Interest Coverage Ratio at 2.00:1.00 through March 30,
2009. Prior to the effective date of this amendment, the maximum
permitted Total Leverage Ratio and Senior Leverage Ratio, respectively, were
scheduled to be reduced to 6.25:1.00 and 4.75:1.00, respectively, on December
31, 2007, and the minimum permitted Interest Coverage Ratio was scheduled to
increase to 2.25:1.00 on June 30, 2008.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
(c) Exhibits.
The following exhibit is
furnished with this Current Report on Form 8-K:
Exhibit
No.
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Description
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4.19
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Amendment
#4, dated as of October 24, 2007, to the Fifth Amended and Restated
Credit
Agreement, dated as of September 25, 2003, by and among Salem
Communications Corporation, Salem Communications Holding
Corporation, General Electric Capital Corporation, as Syndication
Agent, SunTrust Bank, as Syndication Agent, Fleet National Bank,
as
Documentation Agent, ING (U.S.) Capital, LLC, as Documentation Agent,
The
Bank of New York, as Administrative Agent, and the Lenders party
thereto.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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SALEM
COMMUNICATIONS CORPORATION
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Date:
October 30, 2007
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By:
/s/ EVAN D. MASYR
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Evan
D. Masyr
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Senior
Vice President and Chief Financial
Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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4.19
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Amendment
#4, dated as of October 24, 2007, to the Fifth Amended and Restated
Credit
Agreement, dated as of September 25, 2003, by and among Salem
Communications Corporation, Salem Communications Holding
Corporation, General Electric Capital Corporation, as Syndication
Agent, SunTrust Bank, as Syndication Agent, Fleet National Bank,
as
Documentation Agent, ING (U.S.) Capital, LLC, as Documentation Agent,
The
Bank of New York, as Administrative Agent, and the Lenders party
thereto.
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EXHIBIT
4.19
AMENDMENT
NO. 4
TO
FIFTH
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT
NO. 4 (this “Amendment”), dated as of October 24, 2007, to the Fifth
Amended and Restated Credit Agreement, dated as of September 25, 2003, among
Salem Communications Holding Corporation, a Delaware corporation (the
“Borrower”), Salem Communications Corporation, a Delaware corporation,
the Lenders party thereto, General Electric Capital Corporation and SunTrust
Bank, as Syndication Agents, Fleet National Bank and ING (U.S.) Capital LLC,
as
Documentation Agents, and The Bank of New York, as administrative agent for
the
Lenders thereunder (in such capacity, the “Administrative Agent”), as
amended by Amendment No. 1, dated as of May 19, 2004, Amendment No. 2, dated
as
of July 7, 2005, and Amendment No. 3, dated as of June 9, 2006 (as so amended,
the “Credit Agreement”).
RECITALS
I. Except
as
otherwise provided herein, capitalized terms used herein which are not defined
herein shall have the meanings set forth in the Credit Agreement.
II. The
Borrower has requested that the Administrative Agent and the Lenders amend
the
Credit Agreement, upon the terms and conditions contained herein, to, among
other things, (i) alter certain of the provisions and covenants and (ii) make
certain additional modifications, and the Administrative Agent and the Lenders
party hereto are willing to do so.
Accordingly,
in consideration of the covenants, conditions and agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, and pursuant to Section 10.2 of the Credit
Agreement, the parties hereto agree as follows:
1. Section
1.1 of the Credit Agreement is hereby amended to add the following new
definitions in appropriate alphabetical order:
“WTPS
Acquisition” means the acquisition by the Borrower or a wholly-owned
Borrower Subsidiary of the Broadcasting Station known as WTPS-AM (call letters
anticipated to be changed to WMCU-AM), Miami/Coral Gables, for an aggregate
consideration not exceeding approximately $12,250,000.
“WTPS
Acquisition Effective Date” has the meaning given to such term in paragraph
3 of Amendment No. 4, dated as of October 24, 2007, to the Credit
Agreement.
2. Sections 7.12(a),
7.12(d) and 7.12(e) of the Credit Agreement are hereby amended and restated
in their entirety to read as follows:
(a) Interest
Coverage Ratio. The Parent will not permit the Interest Coverage Ratio as of
the end of any fiscal quarter during any period set forth below to be less
than
the ratio set forth below with respect to such period:
PERIOD
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RATIO
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WTPS
Acquisition Effective Date through March 30, 2009
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2.00:1.00
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March
31, 2009 through June 29, 2009
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2.25:1.00
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June
30, 2009 and thereafter
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2.50:1.00
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(d) Total
Leverage Ratio. The Parent will not permit the Total Leverage Ratio at any
time during any period set forth below to be greater than the ratio set forth
below with respect to such period:
PERIOD
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RATIO
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WTPS
Acquisition Effective Date through March 30, 2009
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6.75:1.00
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March
31, 2009 through December 30, 2009
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5.75:1.00
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December
31, 2009 and thereafter
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5.50:1.00
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(e) Senior
Leverage Ratio. The Parent will not permit the Senior Leverage Ratio at any
time during any period set forth below to be greater than the ratio set forth
below with respect to such period:
PERIOD
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RATIO
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WTPS
Acquisition Effective Date through March 30, 2009
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5.00:1.00
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March
31, 2009 through December 30, 2009
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4.50:1.00
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December
31, 2009 and thereafter
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4.00:1.00
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3. This
Amendment (other than paragraph 2) shall become effective upon receipt by the
Administrative Agent of this Amendment, duly executed by a duly authorized
officer or officers of the Borrower, the Guarantors, the Administrative Agent
and the Required Lenders, and, thereafter, paragraph
2 of this Amendment shall become effective (the “WTPS Acquisition Effective
Date”) upon receipt by the Administrative Agent of a certificate of the
Secretary, General Counsel or Chief Financial Officer of the Borrower certifying
that the Borrower or a wholly-owned Borrower Subsidiary has made the WTPS
Acquisition in compliance with Section 7.4(g) of the Credit Agreement as amended
by this Amendment No. 4.
4. In
all
other respects the Credit Agreement and other Loan Documents shall remain in
full force and effect.
5. In
order
to induce the Administrative Agent and the Lenders to execute and deliver this
Amendment, the Borrower and the Guarantors each (a) certifies that, immediately
before and after giving effect to this Amendment, all representations and
warranties contained in the Loan Documents to which it is a party shall be
true
and correct in all respects with the same effect as though such representations
and warranties had been made on the date hereof, except as the context otherwise
requires or as otherwise permitted by the Loan Documents or this Amendment,
(b)
certifies that, immediately before and after giving effect to this Amendment,
no
Default or Event of Default shall exist under the Loan Documents and (c) agrees
to pay all of the reasonable fees and disbursements of counsel to the
Administrative Agent incurred in connection with the preparation, negotiation
and closing of this Amendment.
6. Each
of
the Borrower and the Guarantors (a) reaffirms and admits the validity,
enforceability and continuing effect of all Loan Documents to which it is a
party, and its obligations thereunder, and (b) agrees and admits that as of
the
date hereof it has no valid defenses to or offsets against any of its
obligations to any Credit Party under any Loan Document to which it is a
party.
7. This
Amendment may be executed in any number of separate counterparts and all of
said
counterparts taken together shall be deemed to constitute one and the same
document. It shall not be necessary in making proof of this Amendment to produce
or account for more than one counterpart signed by the party to be
charged.
8. This
Amendment shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York.
9. The
parties have caused this Amendment to be duly executed as of the date first
written above.
SALEM
COMMUNICATIONS HOLDING CORPORATION
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Title:
Senior Vice President and Chief Financial
Officer
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SALEM
COMMUNICATIONS CORPORATION
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Title:
Senior Vice President and Chief Financial
Officer
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BISON
MEDIA, INC.
CARON
BROADCASTING, INC.
COMMON
GROUND BROADCASTING, INC.
INSPIRATION
MEDIA, INC.
NEW
INSPIRATION BROADCASTING COMPANY,
INC.
NI
ACQUISITION CORP.
PENNSYLVANIA
MEDIA ASSOCIATES, INC.
REACH
SATELLITE NETWORK, INC.
SALEM
CONSUMER PRODUCTS, INC.
SALEM
MEDIA CORPORATION
SALEM
MEDIA OF COLORADO, INC.
SALEM
MEDIA OF HAWAII, INC.
SALEM
MEDIA OF KENTUCKY, INC.
SALEM
MEDIA OF OHIO, INC.
SALEM
MEDIA OF OREGON, INC.
SALEM
MEDIA OF TEXAS, INC.
SALEM
MEDIA OF VIRGINIA, INC.
SALEM
MUSIC NETWORK, INC.
SALEM
RADIO NETWORK INCORPORATED
SALEM
RADIO PROPERTIES, INC.
SALEM
RADIO REPRESENTATIVES, INC.
SOUTH
TEXAS BROADCASTING, INC.
SRN
NEWS
NETWORK, INC.
AS
TO
EACH OF THE FOREGOING
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Title:
Senior Vice President and Chief Financial
Officer
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SALEM
COMMUNICATIONS ACQUISITION
CORPORATION
SCA
LICENSE CORPORATION
CCM
COMMUNICATIONS, INC.
AS
TO
EACH OF THE FOREGOING
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Title:
Senior Vice President and Chief Financial
Officer
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INSPIRATION
MEDIA OF TEXAS, LLC
SALEM
MEDIA OF ILLINOIS, LLC
SALEM
MEDIA OF NEW YORK, LLC
SALEM
RADIO OPERATIONS, LLC
SALEM
SATELLITE MEDIA, LLC
AS
TO
EACH OF THE FOREGOING
By:
Salem
Media Corporation, as Manager
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Title: Senior
Vice President and Chief Financial
Officer
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ONEPLACE,
LLC
SCA-PALO
ALTO, LLC
AS
TO
EACH OF THE FOREGOING
By:
SCA
License Corporation
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Title:
Senior Vice President and Chief Financial
Officer
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THE
BANK
OF NEW YORK, as a Lender and as Administrative Agent
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By:
/s/
STEPHEN M. NETTLER |
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Name:
Stephen M. Nettler |
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Title:
Managing
Director |
GENERAL
ELECTRIC CAPITAL CORPORATION
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By: /s/
KARL
KIEFER |
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Name:
Karl
Kiefer |
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Title: Duly
Authorized Signatory |
SUNTRUST BANK
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By:
/s/ JILL
WHITZ |
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Name:
Jill
Whitz |
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Title:
Vice
President |
BANK
OF
AMERICA, N.A.
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By:
/s/ LISA WEBSTER |
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Name: Lisa
Webster |
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Title:
Vice
President |
ING (U.S.) CAPITAL, LLC
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By: /s/
WILLIAM JAMES |
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Name:
William
James |
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Title:
Managing Director |
WELLS
FARGO BANK, NATIONAL ASSOCIATION
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By:
/s/ VIPA CHIRAPRUT |
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Name:
Vipa Chiraprut |
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Title:
Vice President |
BMO
CAPITAL MARKETS
FINANCING, INC
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By:
/s/ SARAH KIM |
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Name:
Sarah Kim |
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Title:
Vice President |
NATIONAL
CITY
BANK
BANK
OF
SCOTLAND
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By:
/s/ KAREN WEICH |
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Name:
Karen Weich |
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Title:
Vice President |
COÖPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEEN BANK B.A., “RABOBANK INTERNATIONAL”, NEW YORK
BRANCH
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By:
/s/ KIMBERLY RUBENFELD |
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Name:
Kimberly Rubenfeld |
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Title:
Executive Director |
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By:
/s/ BRETT DELFINO |
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Name:
Brett Delfino |
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Title:
Executive Director |
U.S.
BANK NATIONAL
ASSOCIATION
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By:
/s/ COLLEEN MCEVOY |
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Name:
Colleen McEvoy |
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Title:
Vice President |
CALYON
NEW YORK
BRANCH
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By:
/s/ TANYA CROSSLEY |
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Name:
Tanya Crossley |
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Title:
Managing Director |
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By:
/s/ DOUGLAS E. ROPER |
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Name:
Douglas E. Roper |
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Title:
Managing Director and Manager |
CREDIT
SUISSE, CAYMAN ISLANDS BRANCH (formerly known as CREDIT SUISSE FIRST BOSTON,
acting through its CAYMAN ISLANDS BRANCH)
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By:
/s/ DOREEN BARR |
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Name:
Doreen Barr |
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Title:
Vice President |
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By:
/s/ MORENIKEJI AJAYI |
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Name:
Morenikeji Ajayi |
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Title:
Associate |
DEUTSCHE
BANK TRUST COMPANY AMERICAS
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By:
/s/ SUSAN LeFEVRE |
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Name:
Susan LeFevre |
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Title:
Director |
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By:
/s/ OMAYRA LAUCELLA |
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Name:
Omayra Laucella |
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Title:
Vice President |
THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA
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By:
/s/ MATTHEW DOUGLASS |
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Name:
Matthew Douglass |
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Title:
Vice President |
PRUCO
LIFE INSURANCE COMPANY
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By:
/s/ MATTHEW DOUGLASS |
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Name:
Matthew Douglass |
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Title:
Vice President |
AMERICAN
SKANDIA LIFE ASSURANCE COMPANY OF AMERICA
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By:
Prudential Investment Management, Inc., as investment
manger |
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By:
/s/ MATTHEW DOUGLASS |
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Name:
Matthew Douglass |
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Title:
Vice President |
GE
CFS
LOAN HOLDING 2006-3 LLC
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By:
/s/ AMANDA J. VAN HEYST |
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Name:
Amanda J. Van Heyst |
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Title:
Duly Authorized Signatory |
UBS
AG, CAYMAN
ISLANDS BRANCH
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By: /s/
MARY E. EVANS |
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Name:
Mary E. Evans |
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Title:
Associate Director- Banking Products Services,
US |
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By:
/s/ IRJA R. OTSA |
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Name:
Irja R. Otsa |
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Title:
Associate Director- Banking Products Services, US |
BATALLION
CLO 2007-1
LTD