EX-10.2: AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT

EX-10.2 7 y19603a1exv10w2.txt EX-10.2: AMENDMENT AND WAIVER TO THE CREDIT AGREEMENT EXHIBIT 10.2 AMENDMENT AND WAIVER AMENDMENT AND WAIVER, dated as of December __, 2005 (this "Amendment and Waiver"), to the Credit Agreement, dated as of August 22, 2005 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Aveta Holdings, LLC ("Holdings"), MMM Holdings, Inc. ("MMM"), NAMM Holdings, Inc. ("NAMM," and together with MMM, the "Borrowers"), the Lenders party thereto, Bear, Stearns & Co. Inc., as Lead Arranger, and Bear Stearns Corporate Lending Inc., as Administrative Agent. WITNESSETH: WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrowers; WHEREAS, Holdings intends, on or prior to January 30, 2006, to convert to Aveta, Inc., a corporation by filing a certificate of conversion and a certificate of incorporation with the State of Delaware (the "Conversion"); WHEREAS, subsequent to the Conversion, Holdings intends, on or prior to January ____, 2006, to issue additional shares of common stock in a private placement yielding approximately $337,500,000 in gross proceeds to Holdings, plus an over allotment option with gross proceeds of up to $50,625,000 (the "Equity Offering"); WHEREAS, Section 7.9 and Section 7.15 of the Credit Agreement set forth certain post-closing requirements to be completed by the Borrowers with respect to interest rate protection and deposit accounts within 60 days after the Closing Date; WHEREAS, Holdings and the Borrowers have requested that the Lenders execute this Amendment and Waiver to (a) amend and waive certain provisions of the Credit Agreement as set forth herein for the purpose of permitting the Conversion and permitting Holdings to use the proceeds of such Equity Offering as set forth herein and (b) waive any Default or Event of Default resulting from the failure by the Borrowers to satisfy the post-closing requirements set forth in Sections 7.9 and 7.15 of the Credit Agreement within 60 days after the Closing Date; and WHEREAS, the Lenders are willing to agree to this Amendment and Waiver on and subject to the terms and conditions contained herein. NOW, THEREFORE, the parties hereto hereby agree as follows: SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 2 SECTION 2. Amendment to Section 1.1 (Defined Terms). (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following defined terms in the proper alphabetical order: "Equity Offering": as defined in the First Amendment. "First Amendment": the First Amendment to this Agreement, dated as of December __, 2005. (b) The definition of "Qualified Counterparty" in Section 1.1 of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: "It being understood that for purposes of determining whether a counterparty to a Specified Hedge Agreement is a Qualified Counterparty, in the event any Specified Hedge Agreement is assigned to a Lender, an Affiliate of a Lender, an Agent or an Affiliate of an Agent, such Specified Hedge Agreement shall be deemed to be entered into as of the date of such assignment." (b) The definition of "Specified Hedge Agreement" in Section 1.1 of the Credit Agreement is hereby amended by adding the following sentence at the end thereof: "It being understood that any Hedge Agreement entered into prior to the Closing Date that satisfies the requirements set forth above may be designated as a Specified Hedge Agreement." SECTION 3. Amendment to Section 9(j) (Events of Default). Section 9(j) of the Credit Agreement is hereby amended in its entirety to read as follows: (k) (i) the Straus Group shall cease to own at least direct or indirect interests in Holdings entitling the Straus Group to receive at least 15% of all cash distributions made by Holdings; (ii) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), excluding the Permitted Investors, shall acquire, directly or indirectly, beneficially or of record, equity interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of Holdings; (iii) occupation of a majority of the seats (other than vacant seats) on the board of directors of Holdings by Persons who were neither (A) nominated by the board of directors of Holdings or Managing Member of Holdings nor (B) appointed by directors so nominated; (iv) Holdings shall cease to own and control, of record and beneficially, directly, 100% of each class of outstanding Capital Stock of the Borrowers free and clear of all Liens (except Liens created by the Guarantee and Collateral Agreement); (v) MMM shall cease to own and control, of record and beneficially, directly, 100% of each class of outstanding Capital Stock of MMM Healthcare free and clear of all Liens (except Liens created by the Guarantee and Collateral Agreement, if any); or (vi) NAMM shall cease to own and control, of record and beneficially, directly, 100% 3 of each class of outstanding Capital Stock of PrimeCare free and clear of all Liens (except Liens created by the Guarantee and Collateral Agreement, if any); SECTION 4. Amendment to Section 4.2 (Mandatory Prepayments and Commitment Reductions). Section 4.2(a) of the Credit Agreement is hereby amended by adding the following proviso at the end of such Section: "provided, that, notwithstanding the foregoing, only $148,000,000 of Net Cash Proceeds of the Equity Offering shall be required to be applied on the date of receipt thereof toward the prepayment of the Term Loans as set forth in Section 4.2(d) (with such prepayment to be applied first to the installment due on December 31, 2005 and then to the remaining installments in accordance with Section 4.8)." SECTION 5. Amendment to Section 8.6 (Restricted Payments). Section 8.6(e) of the Credit Agreement is hereby amended by adding the following proviso at the end of such Section: "provided, further, that, (A) the foregoing provisions of this Section 8.6(e) shall not apply to any issuance of Capital Stock pursuant to the Equity Offering and (B) Holdings shall, subject to the proviso to Section 4.2(a), be permitted to (1) pay a dividend to its shareholders in an aggregate principal amount of $12,200,000 with the Net Cash Proceeds of the Equity Offering on or prior to January 30, 2006 and (2) repurchase, on or prior to January 30 2006 with the Net Cash Proceeds of the Equity Offering, shares of Capital Stock from certain of its shareholders in an aggregate amount not to exceed the sum of (x) of $126,900,000 plus (y) in the event the gross cash proceeds from the Equity Offering exceed $337,500,000, 100% of the Net Cash Proceeds resulting from such excess." SECTION 6. Waiver of Section 8.9 (Certain Payments and Modifications of Certain Debt Instruments). Section 8.9(d) of the Credit Agreement is hereby amended by adding the following proviso at the end of such Section: "provided, further, that (A) the foregoing provisions of this Section 8.9(d) shall not apply to any issuance of Capital Stock pursuant to the Equity Offering and (B) Holdings shall be permitted to prepay in full the Subordinated Notes with the Net Cash Proceeds of the Equity Offering on the date of receipt thereof." SECTION 7. Waiver of Section 7.9 (Interest Rate Protection). The Lenders hereby waive any Default or Event of Default arising solely as a result of the failure by the Borrowers to satisfy the requirement set forth in Section 7.9 of the Credit Agreement subject to the condition that the Borrowers satisfy the requirements set forth in Section 7.9 of the Credit Agreement within 90 days from the date hereof. SECTION 8. Waiver of Section 7.15 (Deposit Accounts). The Lenders hereby waive any Default or Event of Default arising solely as a result of the failure by the Borrowers to satisfy the requirement set forth in Section 7.15 of the Credit Agreement subject to the condition that the Borrowers comply with such requirements within 90 days after the date hereof. 4 SECTION 9. Conditions to Effectiveness. This Amendment and Waiver shall become effective upon the date on which (i) the Administrative Agent shall have received this Amendment and Waiver, executed and delivered by a duly authorized officer of each of the Borrowers and the Required Lenders; provided that the amendments and waivers set forth in Sections 2, 3, 4, 5 and 6 of this Amendment and Waiver shall not become effective until the date on which the Equity Offering shall have been consummated on terms and conditions reasonably satisfactory to the Administrative Agent (which date must be on or prior to January 30, 2006); provided, further, that the Conversion shall have occurred prior to the date of the Equity Offering on terms and conditions reasonably satisfactory to the Administrative Agent and (ii) for the account of each Lender that executes and delivers this Amendment and Waiver prior to 5:00 pm New York City time on December 16, 2005, the Borrowers shall have paid an amendment fee equal to 0.10% of aggregate outstanding principal amount of such Lender's Term Loans and Revolving Commitments after giving effect to mandatory prepayments set forth in Section 4 of this Amendment and Waiver. SECTION 10. Representations and Warranties. The Borrowers represent and warrant to the Administrative Agent and the Lenders that as of the date hereof, after giving effect to this Amendment and Waiver, no Default or Event of Default has occurred and is continuing and the representations and warranties made by the Borrowers in or pursuant to the Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the date hereof as if made on such date (except to the extent that any such representations and warranties specifically refer to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date). SECTION 11. Payment of Expenses. The Borrowers agree to pay or reimburse the Administrative Agent for all fees and all of its reasonable out-of-pocket costs and expenses incurred in connection with this Amendment and Waiver, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. SECTION 12. Continuing Effect of the Credit Agreement. This Amendment and Waiver shall not constitute an amendment or waiver of or consent to any provision of the Credit Agreement not expressly referred to herein and shall not be construed as an amendment, waiver or consent to any action on the part of the Borrowers that would require an amendment, waiver or consent of the Administrative Agent or the Lenders except as expressly stated herein. Except as expressly waived hereby, the provisions of the Credit Agreement are and shall remain in full force and effect in accordance with its terms. SECTION 13. Counterparts. This Amendment and Waiver may be executed by one or more of the parties to this Amendment and Waiver on any number of separate counterparts (including by facsimile), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. SECTION 14. GOVERNING LAW. THIS AMENDMENT AND WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT AND WAIVER SHALL BE GOVERNED BY, AND CONSTRUED AND 5 INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Waiver to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. AVETA HOLDINGS, LLC, by Care Enterprises III, LLC, its managing member By: /s/ Howard Kamins ------------------------------------ Name: Howard Kamins Title: Vice President MMM HOLDINGS, INC. By: /s/ Howard Kamins ------------------------------------ Name: Howard Kamins Title: Vice President NAMM HOLDINGS, INC. By: /s/ Howard Kamins ------------------------------------ Name: Howard Kamins Title: Vice President BEAR, STEARNS & CO. INC., as Sole Lead Arranger and Sole Bookrunner By: /s/ R. Bram Smith ------------------------------------ Name: R. Bram Smith Title: Senior Managing Director BEAR STEARNS CORPORATE LENDING INC., as Administrative Agent and as a Lender By: /s/ R. Bram Smith ------------------------------------ Name: R. Bram Smith Title: Vice President Bear Stearns Corporate Lending Inc, Name of Lender By: /s/ R. Bram Smith ------------------------------------ Name: R. Bram Smith Title: Vice President ACA CLO 2005-1, Limited ACA Management, LLC as Investment Advisor Name of Lender By: /s/ Vincent Ingato ------------------------------------ Name: Vincent Ingato Title: Managing Director Airlie CBNA Loan Funding LLC for itself or as agent for Airlie CFPI Loan Funding LLC By: /s/ MIKUS N. KINS ------------------------------------ Name: MIKUS N. KINS Title: Attorney-in-fact ACM Income Fund Inc. By: /s/ MICHAEL E. SOHR ------------------------------------ Name: MICHAEL E. SOHR Title: SENIOR VICE PRESIDENT New Alliance Global CDO, Limited By: Alliance Capital Management L.P., as sub-advisor By: Alliance Capital Management Corporation, as general partner By: /s/ MICHAEL E. SOHR ------------------------------------ Name: MICHAEL E. SOHR Title: SENIOR VICE PRESIDENT Lennox Avenue CLO I, Limited By: ANGELO, GORDON & CO. L.P, AS COLLATERAL MANAGER Name of Lender By: /s/ BRADLEY PATTELLI ------------------------------------ Name: BRADLEY PATTELLI Title: MANAGING DIRECTOR NORTHWOODS CAPITAL IV, LIMITED BY: ANGELO, GORDON & CO., L.P., AS COLLATERAL MANAGER Name of Lender By: /s/ BRADLEY PATTELLI ------------------------------------ Name: BRADLEY PATTELLI Title: MANAGING DIRECTOR NORTHWOODS CAPITAL V, LIMITED BY: ANGELO, GORDON & CO., L.P. AS COLLATERAL MANAGER Name of Lender By: /s/ BRADLEY PATTELLI ------------------------------------ Name: BRADLEY PATTELLI Title: MANAGING DIRECTOR MARINER CDO 2002, LTD., By: Antares Asset Management Inc., as Collateral Manager By: /s/ David Sehmuck ------------------------------------ Name: David Sehmuck Title: Treasurer NAVIGATOR CDO 2004, LTD., By: Antares Asset Management Inc., as Collateral Manager By: /s/ David Sehmuck ------------------------------------ Name: David Sehmuck Title: Treasurer NAVIGATOR CDO 2005, LTD., By: Antares Asset Management Inc., as Collateral Manager By: /s/ David Sehmuck ------------------------------------ Name: David Sehmuck Title: Treasurer Citigroup Financial Products, Inc. Name of Lender By: /s/ Gregory W. Frenzel ------------------------------------ Name: Gregory W. Frenzel Title: Managing Director BALLANTYNE FUNDING LLC Name of Leader By: /s/ M. Cristina Higgins ------------------------------------ Name: M. Cristina Higgins Title: Assistant Vice President US Bank Loan Fund (M) Master Trust Name of Lender By: /s/ WILLIAM G. LEMBERG ------------------------------------ Name: WILLIAM G. LEMBERG Title: VICE PRESIDENT Boldwater CBNA Loan Funding LLC for itself or as agent for Boldwater CFPI Loan Funding LLC By: /s/ MIKUS N. KINS ------------------------------------ Name: MIKUS N. KINS Title: Attorney-in-fact RED FOX FUNDING LLC Name of Lender By: /s/ M. Cristina Higgins ------------------------------------ Name: M. Cristina Higgins Title: Assistant Vice President ---------------------------------------- Cedarview Opportunities Master Fund, LP By: /s/ Burton Weinstein ------------------------------------ Name: Burton Weinstein Title: Managing Partner By: /s/ Jeff Schauhter ------------------------------------ Name: Jeff Schauhter Title: Managing Partner CREDIT SUISSE FIRST BOSTON INTERNATIONAL, Name of Lender By: /s/ ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: /s/ Lincoln Burkitt ------------------------------------ Name: Lincoln Burkitt Title: Vice President OTC Derivative Support Group DUANE STREET CLO I, LTD. By: DiMaio Ahmad Capital LLC, As Collateral Manager By: /s/ LAWRENCE WOLFSON ------------------------------------ Name: LAWRENCE WOLFSON Title: Authorized Signatory DUANE STREET CLO II, LTD. By: DiMaio Ahmad Capital LLC, As Collateral Manager By: /s/ LAWRENCE WOLFSON ------------------------------------ Name: LAWRENCE WOLFSON Title: Authorized Signatory FRIEDBERG MILSTEIN PRIVATE CAPITAL FUND I Name of Lender By: /s/ ERIC A. GREEN ------------------------------------- Name: ERIC A. GREEN Title: SENIOR PARTNER HUDSON STRAITS CLO 2004, LTD. By: GSO Capital Partners LP as Collateral Manager By: /s/ Melissa Marano ------------------------------------ Name: Melissa Marano Title: Authorized Signatory GALE FORCE I CLO, Ltd, By: GSO Capital Partners LP as Collateral Manager By: /s/ Melissa Marano ------------------------------------ Name: Melissa Marano Title: Authorized Signatory 280 Funding I By GSO Capital Partners LP By: /s/ George Fan ------------------------------------ Name: George Fan Title: Managing Director SEQUILS-Glace Bay, Ltd. By: GSO Capital Partners LP as Collateral Manager By: /s/ Melissa Marano ------------------------------------ Name: Melissa Marano Title: Authorized Signatory GULF STREAM-COMPASS CLO 2002-1 LTD By: Gulf Stream Asset Management LLC As Collateral Manager Name of Lender By: /s/ Barry K. Love ------------------------------------ Name: Barry K. Love Title: Chief Credit Officer GULF STREAM-COMPASS CLO 2003-1 LTD. By: Gulf Stream Asset Management LLC As Collateral Manager Name of Lender By: /s/ Barry K. Love ------------------------------------ Name: Barry K. Love Title: Chief Credit Officer Gulf Stream-Compass CLO 2004-1 Ltd. By: Gulf Stream Asset Management LLC As Collateral Manager Name of Lender By: /s/ Barry K. Love ------------------------------------ Name: Barry K. Love Title: Chief Credit Officer GULF STREAM-COMPASS CLO 2005-1 LTD By: Gulf Stream Asset Management, LLC As Collateral Manager Name of Lender By: /s/ Barry K. Love ------------------------------------ Name: Barry K. Love Title: Chief Credit Officer Halcyon Structured Asset Management CLO I Ltd. By Halcyon Structured Asset Management L.P. as Collateral Manager Name of Lender By: /s/ Steven Mandis ------------------------------------ Name: Steven Mandis Title: Vice Chairman By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Halcyon Structured Opprtunities Fund, L.P. By: Halcyon Structured Asset Management L.P., its Investment Manager Name of Lender By: /s/ Steven Mandis ------------------------------------ Name: Steven Mandis Title: Vice Chairman By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- OWS CLO I Ltd. Name of Lender By: /s/ WILLIAM G. LEMBERG ------------------------------------ Name: WILLIAM G. LEMBERG Title: VICE PRESIDENT ELF Funding Trust I By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc., Its General Manager Name of Lender By: /s/ Chad Schramek ------------------------------------ Name: Chad Schramek Title: Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. Gleneagles CLO, Ltd. By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc., Its General Partner Name of Lender By: /s/ Chad Schramek ------------------------------------ Name: Chad Schramek Title: Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. Rockwall CDO LTD. By: Highland Capital Management, L.P. As Collateral Manager By: Strand Advisors, Inc., It's General Partner Name of Lender By: /s/ Chad Schramek ------------------------------------ Name: Chad Schramek Title: Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. Employers Insurance Company of Wausatt By: Highland Capital Management, L.P., Its Investment Advisor By: Strand Advisors, Inc., Its General Partner Name of Lender By: /s/ Chad Schramek ------------------------------------ Name: Chad Schramek Title: Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. Liberty Mutual Fire Insurance Company By: Highland Capital Management, L.P., Its Investment Advisor By: Strand Advisors, Inc., Its General Partner Name of Lender By: /s/ Chad Schramek ------------------------------------ Name: Chad Schramek Title: Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. Liberty Mutual Insurance Company By: Highland Capital Managememnt, L.P., Its Investment Advisor By: Strand Advisors, Inc., Its General Partner Name of Lender By: /s/ Chad Schramek ------------------------------------ Name: Chad Schramek Title: Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. Liberty CLO, Ltd. By: Highland Capital Managememnt, L.P. As Collateral Manager By: Strand Advisors, Inc., Its General Partner Name of Lender By: /s/ Chad Schramek ------------------------------------ Name: Chad Schramek Title: Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. Highland Loan Funding V Ltd. By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisor, Inc., Its General Partner Name of Lender By: /s/ Chad Schramek ------------------------------------ Name: Chad Schramek Title: Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. Jasper CLO, Ltd. By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc., Its General Partner Name of Lender By: /s/ Chad Schramek ------------------------------------ Name: Chad Schramek Title: Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. Southfork CLO, Ltd. By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc., Its General Partner Name of Lender By: /s/ Chad Schramek ------------------------------------ Name: Chad Schramek Title: Assistant Treasurer Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. First Trust/Highland Capital Floating Rate Income Fund II By: Highland Capital Management, L.P., Its Sub-Advisor By: Strand Advisors, Inc., Its General Partner Name of Lender By: /s/ Joe Dougherty ------------------------------------ Name: Joe Dougherty Title: Portfolio Manager BLUE SQUARE FUNDING LIMITED SERIES 3 By: /s/ Alice L. Wagner ------------------------------------ Name: Alice L. Wagner Title: Vice President ING CAPITAL, LLC Name of Lender By: /s/ NEIL DELA CRUE ------------------------------------ Name: NEIL DELA CRUE Title: DIRECTOR By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- ---------------------------------------- Name of Lender By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- ING SENIOR INCOME FUND ING PRIME RATE TRUST By: ING Investment Management Co. By: ING Investment Management Co. as its investment manager as its investment manager By: /s/ Michel Prince, By: /s/ Michel Prince, --------------------------------- --------------------------------- Name: Michel Prince, CFA Name: Michel Prince, CFA Title: Senior Vice President Title: Senior Vice President Morgan Stanley Senior Funding, Inc. Name of Lender By: /s/ Dawn DiGanno ------------------------------------ Name: Dawn DiGanno Title: Vice President Katonah VII CLO LTD. Name of Lender By: /s/ DANIEL GILLIGAN ------------------------------------ Name: DANIEL GILLIGAN Title: Authorized Officer Katonah Debt Advisors, L.L.C. As Manager ---------------------------------------- KKR FINANCIAL CLO 2005-2, LTD. By: /s/ Jamie M. Weinstein ------------------------------------ Name: Jamie M. Weinstein Title: Authorized Signatory Hibiscus CBNA Loan Funding LLC, for itself or as agent for Hibiscus CFPI Loan Funding LLC By: /s/ MIKUS N. KINS ------------------------------------ Name: MIKUS N. KINS Title: Attorney-in-fact CONTINENTAL CASUALTY COMPANY Name of Lender By: /s/ Marilou R. McGirr ------------------------------------ Name: Marilou R. McGirr Title: Vice President and Assistant Treasurer Approved by Law Dept. By MDC Date. 12-13-05 ---------------------------------------- Latitude CLO I, Ltd By: /s/ Kirk Wallace ------------------------------------ Name: Kirk Wallace Title: Vice President LCM I LIMITED PARTNERSHIP By: Lyon Capital Management LLC, As Collateral Manager Name of Lender By: /s/ Alexander B. Kenna ------------------------------------ LYON CAPITAL MANAGEMENT LLC Name: Alexander B. Kenna Title: Portfolio Manager LCM II LIMITED PARTNERSHIP By: Lyon Capital Management LLC, As Collateral Manager Name of Lender By: /s/ Alexander B. Kenna ------------------------------------ LYON CAPITAL MANAGEMENT LLC Name: Alexander B. Kenna Title: Portfolio Manager LCM III, Ltd. By: Lyon Capital Management LLC, As Collateral Manager Name of Lender By: /s/ Alexander B. Kenna ------------------------------------ LYON CAPITAL MANAGEMENT LLC Name: Alexander B. Kenna Title: Portfolio Manager LCM IV, Ltd. By: Lyon Capital Management LLC, As Collateral Manager Name of Lender By: /s/ Alexander B. Kenna ------------------------------------ LYON CAPITAL MANAGEMENT LLC Name: Alexander B. Kenna Title: Portfolio Manager MARINER-TRICADIA CREDIT STRATEGIES MASTER FUND, LTD. Name of Lender By: /s/ Julia Wyatt ------------------------------------ Name: Julia Wyatt Title: DIRECTOR WIND RIVER CLO II - TATE INVESTORS, LTD. By McDonnell Investment Management, LLC, as Manager By /s/ Kathleen A. Zarn ------------------------------------- Name: Kathleen A. Zarn Title: Vice President WIND RIVER CLO I LTD. By McDonnell Investment Management, LLC, as Manager By /s/ Kathleen A. Zarn ------------------------------------- Name: Kathleen A. Zarn Title: Vice President MCDONNELL LOAN OPPORTUNITY LTD. By McDonnell Investment Management, LLC, as Investment Manager By /s/ Kathleen A. Zarn ------------------------------------- Name: Kathleen A. Zarn Title: Vice President Venture CDO 2002 Limited Name of Lender By its investment advisor, MJX Asset Management LLC By: /s/ Ken Ostmann ------------------------------------ Name: Ken Ostmann Title: Director Venture II CDO 2002 Limited Name of Lender By its investment advisor, MJX Asset Management LLC By: /s/ Ken Ostmann ------------------------------------ Name: Ken Ostmann Title: Director Venture III CDO Limited Name of Lender By its investment advisor, MJX Asset Management LLC By: /s/ Ken Ostmann ------------------------------------ Name: Ken Ostmann Title: Director Venture IV CDO Limited Name of Lender By its investment advisor, MJX Asset Management LLC By: /s/ Ken Ostmann ------------------------------------ Name: Ken Ostmann Title: Director Venture V CDO Limited Name of Lender By its investment advisor, MJX Asset Management LLC By: /s/ Ken Ostmann ------------------------------------ Name: Ken Ostmann Title: Director Vista Leveraged Income Fund Name of Lender By its investment advisor, MJX Asset Management LLC By: /s/ Ken Ostmann ------------------------------------ Name: Ken Ostmann Title: Director ELF Funding Trust III By: New York Life Investment Management LLC, as Attorney-in-Fact Name of Lender By: /s/ F. Berthelot ------------------------------------ Name: F. Berthelot Title: Director NYLIM Flatiron CLO 2003-1 Ltd. By: New York Life Investment Management LLC, as Collateral Manager and Attorney-in-Fact Name of Lender By: /s/ F. Berthelot ------------------------------------ Name: F. Berthelot Title: Director NYLIM Flatiron CLO 2004-1 Ltd. By: New York Life Investment Management LLC, as Collateral Manager and Attorney-in-Fact Name of Lender By: /s/ F. Berthelot ------------------------------------ Name: F. Berthelot Title: Director NYLIM Flatiron CLO 2005-1 Ltd. By: New York Life Investment Management LLC, as Collateral Manager and Attorney-in-Fact Name of Lender By: /s/ F. Berthelot ------------------------------------ Name: F. Berthelot Title: Director New York Life Insurance and Annuity Corporation By: New York Life Investment Management LLC, its Investment Manager Name of Lender By: /s/ F. Berthelot ------------------------------------ Name: F. Berthelot Title: Director New York Life Insurance Company Name of Lender By: /s/ F. Berthelot ------------------------------------ Name: F. Berthelot Title: Investment Vice President NYLIM Institutional Floating Rate Fund L.P. By: New York Life Investment Management LLC, its Investment Manager Name of Lender By: /s/ F. Berthelot ------------------------------------ Name: F. Berthelot Title: Director MainStay VP Floating Rate Portfolio, a series of MainStay VP Series Fund, Inc. By: New York Life Investment Management LLC Name of Lender By: /s/ F. Berthelot ------------------------------------ Name: F. Berthelot Title: Director MainStay Floating Rate Fund, a series of Eclipse Funds, Inc. By: New York Life Investment Management LLC Name of Lender By: /s/ F. Berthelot ------------------------------------ Name: F. Berthelot Title: Director ATLAS LOAN FUNDING 3, LLC By: Atlas Capital Funding, Ltd. By: Structured Asset Investors, LLC Its Investment Manager By: /s/ Bryan P. McGrath ------------------------------------ Name: Bryan P. McGrath Title: Vice President Oppenheimer Senior Floating Rate Fund Name of Lender By: /s/ Lisa Chaffee ------------------------------------ Name: Lisa Chaffee Title: AVP TRS BRUIN LLC Name of Lender By: /s/ Edward Schaffer ------------------------------------ Name: Edward Schaffer Title: Vice President Raven Credit Opportunities Master Fund, Ltd. By: /s/ Kevin Gerlitz ------------------------------------ Name: Kevin Gerlitz Title: CFO/COO for Raven Asset Management, LLC as Investment Advisor Pedwood Master Fund, Ltd. Name of Lender By: /s/ JONATHAN KOLATCH ------------------------------------ Name: JONATHAN KOLATCH Title: Director By: Satellite Asset Management, L.P. Manager Its Investment Name of Lender By: /s/ SIMON ROYKHER ------------------------------------ Name: SIMON ROYKHER Title: GENERAL COUNSEL FLAT ROCK FUNDING LLC Name of Leader By: /s/ M. Cristina Higgins ------------------------------------ Name: M. Cristina Higgins Title: Assistant Vice President Canadian Imperial Bank of Commerce Name of Lender By: /s/ John O'Dowd ------------------------------------ Name: John O'Dowd Title: Authorized Signatory By: /s/ Milena Grgic ------------------------------------ Name: Milena Grgic Title: Authorized Signatory ESPERANCE Name of Leader By: /s/ DENTON ROBINSON ------------------------------------ Name: DENTON ROBINSON Title: LOAN CLOSER Grand Central Asset Trust, HLD Series Name of Leader By: /s/ MIKUS N. KINS ------------------------------------ Name: MIKUS N. KINS Title: Attorney-in-fact Grand Central Asset Trust, SIL Series By: /s/ MIKUS N. KINS ------------------------------------ Name: MIKUS N. KINS Title: Attorney-in-fact SIL LOAN FUNDING LLC Name of Lender By: /s/ JENNIFER M. PARKER ------------------------------------ Name: JENNIFER M. PARKER Title: ATTORNEY-IN-FACT SPF CDO I, LLC Name of Lender By: /s/ ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Stanfield Arbitrage CDO, Ltd. By: Stanfield Capital Partners LLC as its Collateral Manager Name of Leader By: /s/ Christopher E. Jansen ------------------------------------ Name: Christopher E. Jansen Title: Managing Partner Stanfield Quattro CLO, Ltd. By: Stanfield Capital Partners LLC As its Collateral Manager Name of Lender By: /s/ Christopher E. Jansen ------------------------------------ Name: Christopher E. Jansen Title: Managing Partner Stanfield Modena CLO, Ltd By: Stanfield Capital Partners, LLC as its Asset Manager Name of Lender By: /s/ Christopher E. Jansen ------------------------------------ Name: Christopher E. Jansen Title: Managing Partner Stanfield Bristol CLO, Ltd. By: Stanfield Capital Partners LLC as it Collateral Manager Name of Leader By: /s/ Christopher E. Jansen ------------------------------------ Name: Christopher E. Jansen Title: Managing Partner ULT CBNA Loan Funding LLC, for itself or as agent for ULT CFPI Loan Funding LLC. Name of Lender By: /s/ MIKUS N. KINS ------------------------------------ Name: MIKUS N. KINS Title: Attorney-in-fact Stone Tower Credit Funding I Ltd. By: Stone Tower Debt Advisors LLC, as its Collateral Manager By: /s/ MICHAEL W. DELPERCIO ------------------------------------ Name: MICHAEL W. DELPERCIO Title: AUTHORIZED SIGNATORY By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Stone Tower CLO IV Ltd. By: Stone Tower Debt Advisors LLC, as its Collateral Manager By: /s/ MICHAEL W. DELPERCIO ------------------------------------ Name: MICHAEL W. DELPERCIO Title: AUTHORIZED SIGNATORY By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Stone Tower CDO Ltd. By: Stone Tower Debt Advisors LLC, as its Collateral Manager By: /s/ MICHAEL W. DELPERCIO ------------------------------------ Name: MICHAEL W. DELPERCIO Title: AUTHORIZED SIGNATORY By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Granite Ventures II Ltd. By: Stone Tower Debt Advisors LLC, as its Collateral Manager By: /s/ MICHAEL W. DELPERCIO ------------------------------------ Name: MICHAEL W. DELPERCIO Title: AUTHORIZED SIGNATORY By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Granite Ventures I Ltd. By: Stone Tower Debt Advisors LLC, as its Collateral Manager By: /s/ MICHAEL W. DELPERCIO ------------------------------------ Name: MICHAEL W. DELPERCIO Title: AUTHORIZED SIGNATORY By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Stone Tower CLO II Ltd. By: Stone Tower Debt Advisors LLC, as its Collateral Manager By: /s/ MICHAEL W. DELPERCIO ------------------------------------ Name: MICHAEL W. DELPERCIO Title: AUTHORIZED SIGNATORY By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Stone Tower CLO III Ltd. By: Stone Tower Debt Advisors LLC, as its Collateral Manager By: /s/ MICHAEL W. DELPERCIO ------------------------------------ Name: MICHAEL W. DELPERCIO Title: AUTHORIZED SIGNATORY By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Stone Tower CDO II Ltd. By: Stone Tower Debt Advisors LLC, as its Collateral Manager By: /s/ MICHAEL W. DELPERCIO ------------------------------------ Name: MICHAEL W. DELPERCIO Title: AUTHORIZED SIGNATORY By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- SUN TRUST BANK Name of Lender By: /s/ ------------------------------------ Name: Title: FVP VELOCITY CLO, LTD. By: TCW Advisors, Inc., its Collateral Manager By: /s/ G. WAYNE HOSANG ------------------------------------ G. WAYNE HOSANG VICE PRESIDENT By: /s/ VIKAS MAVINKURVE ------------------------------------ VIKAS MAVINKURVE VICE PRESIDENT FIRST 2004-I CLO, LTD. By: TCW Advisors, Inc., its Collateral Manager By: /s/ G. WAYNE HOSANG ------------------------------------ G. WAYNE HOSANG VICE PRESIDENT By: /s/ VIKAS MAVINKURVE ------------------------------------ VIKAS MAVINKURVE VICE PRESIDENT FIRST 2004-II CLO, LTD. By: TCW Advisors, Inc., its Collateral Manager By: /s/ G. WAYNE HOSANG ------------------------------------ G. WAYNE HOSANG VICE PRESIDENT By: /s/ VIKAS MAVINKURVE ------------------------------------ VIKAS MAVINKURVE VICE PRESIDENT TCW Senior Secured Loan Fund By: TCW Advisors, Inc., as its Investment Advisor By: /s/ G. WAYNE HOSANG ------------------------------------ G. WAYNE HOSANG VICE PRESIDENT By: /s/ VIKAS MAVINKURVE ------------------------------------ VIKAS MAVINKURVE VICE PRESIDENT TCW Senior Secured Floating Rate Loan Fund, L.P. By: TCW Advisors, Inc., as its Investment Advisor By: /s/ G. WAYNE HOSANG ------------------------------------ G. WAYNE HOSANG VICE PRESIDENT By: /s/ VIKAS MAVINKURVE ------------------------------------ VIKAS MAVINKURVE VICE PRESIDENT UBS AG. Stamford Branch Name of Lender By: /s/ Toba Lumbantobing ------------------------------------ Name: Toba Lumbantobing Title: Associate Director Banking Products Service, US By: /s/ Anthony N. Joseph ------------------------------------ Name: Anthony N. Joseph Title: Director Banking Products Services, US Trimaran CLO IV Ltd. By Trimaran Advisors, L.L.C. By: /s/ David M. Millison ------------------------------------ Name: David M. Millison Title: Managing Director Mt. Wilson CLO, Ltd. Name of Lender By: /s/ ------------------------------------ Name: ---------------------------------- Title: --------------------------------- RIVIERA FUNDING LLC Name of Lender By: /s/ M. Cristina Higgins ------------------------------------ Name: M. Cristina Higgins Title: Assistant Vice President Western Asset Floating Rate High Income Fund LLC Name of Lender By: /s/ ------------------------------------ Name: ---------------------------------- Title: --------------------------------- WhiteHorse III, Ltd. By: WhiteHorse Capital Partners, L.P. As Collateral Manager By: /s/ Ethan Underwood ------------------------------------ Name: Ethan Underwood Title: Partner