AMENDMENT #1 TO CREDIT AGREEMENT
EX-10.11 24 y10746exv10w11.txt AMENDMENT #1 TO CREDIT AGREEMENT Exhibit 10.11 AMENDMENT NO. 1, dated as of March 29, 2005 (this "Amendment No. 1"), among AMR HOLDCO, INC., a Delaware corporation ("AMR Holdco"), EMCARE HOLDCO, INC., a Delaware corporation ("EmCare Holdco"; each of AMR Holdco and EmCare Holdco is herein referred to as a "Borrower" and, together, as the "Borrowers"), EMERGENCY MEDICAL SERVICES L.P., a Delaware limited partnership ("Holdings"), the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, and the Required Lenders, the Term Lenders and the Additional Term 1 Lenders (as defined below), in each case listed on the signature pages hereto, to the Credit Agreement dated as of February 10, 2005 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the "Credit Agreement") among the Borrowers, Holdings, the Administrative Agent, the Lenders named therein, BANC OF AMERICA SECURITIES LLC and J.P. MORGAN SECURITIES INC., as Joint Lead Arrangers and Joint Bookrunning Managers, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and LASALLE BANK NATIONAL ASSOCIATION and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. WHEREAS, the Borrowers desire to create a new Class of Term 1 Loans under the Credit Agreement having identical terms with, having the same rights and obligations under the Loan Documents as and in the same aggregate principal amount as, the Term Loans, as set forth in the Credit Agreement and Loan Documents, except as such terms are amended hereby; WHEREAS, each Term Lender who executes and delivers this Amendment No. 1 shall be deemed, upon effectiveness of this Amendment No. 1, to have exchanged its Term Commitment and Term Loans (which Term Commitment and Term Loans shall thereafter be deemed terminated) for a Term 1 Commitment and Term 1 Loans in the same aggregate principal amount as such Lender's Term Loans, and such Lender shall thereafter become a Term 1 Lender; WHEREAS, each Person who executes and delivers this Amendment No. 1 as an Additional Term 1 Lender will make Term 1 Loans on the effective date of this Amendment No. 1 to the Borrowers, the proceeds of which will be used by the Borrowers to repay in full the outstanding principal amount of Term Loans of Non-Consenting Term Lenders; WHEREAS, the Borrowers shall pay to each Term Lender all accrued and unpaid interest on its Term Loans to, but not including, the date of effectiveness of this Amendment No. 1 on such date of effectiveness; WHEREAS, the Borrowers desire to change their fiscal year end from August 31 to December 31; WHEREAS, the Borrowers desire to make certain other changes to the Credit Agreement as set forth herein; -2- NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: SECTION 1. AMENDMENTS RELATING TO TERM 1 LOANS. (a) Section 1.01 of the Credit Agreement is hereby amended by deleting clause (b) of the first sentence of the definition of "Applicable Rate" in its entirety and replacing it with the following: "(b) with respect to any Term 1 Loan, 2.50% per annum, in the case of Eurodollar Rate Loans, and 1.50% per annum, in the case of Base Rate Loans; provided that if the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) is (x) less than 4.0 to 1.0 but greater than 3.5 to 1.0, the Applicable Rate shall be 2.25% per annum, in the case of Eurodollar Rate Loans, and 1.25% in the case of Base Rate Loans and (y) less than or equal to 3.5 to 1.0, the Applicable Rate shall be 2.00% per annum, in the case of Eurodollar Rate Loans, and 1.00% in the case of Base Rate Loans." (b) Section 2.05 of the Credit Agreement is hereby amended by adding to the end of such Section new paragraphs (j) and (k) as follows: "(j) Notwithstanding the foregoing, 100% of the proceeds of all Term 1 Loans shall be used to repay Term Loans and the requirements of Sections 2.05(h) and (i) shall not apply to such proceeds and any repayments made with such proceeds. (k) Notwithstanding the foregoing, if the Borrowers make any optional prepayment of Term 1 Loans prior to the one year anniversary of the Amendment No. 1 Effective Date in connection with any Repricing Transaction, the Borrowers shall pay to the Administrative Agent, for the ratable account of each Term 1 Lender, a prepayment premium of 1% of the amount of such Term 1 Loans being prepaid." (c) Section 2.06(b) of the Credit Agreement is hereby amended by adding to the end of such Section new sentence as follows: "The Term 1 Commitment of each Term 1 Loan Lender shall be automatically terminated on the Amendment No. 1 Effective Date upon the Borrowing of the Term 1 Loans on such date." -3- (d) Section 6.11 of the Credit Agreement is hereby amended by adding to the end of such Section a new sentence as follows: "Each of the Borrowers further covenants and agrees that the proceeds of all Term 1 Borrowings hereunder will be used to refinance the existing Term Loans." (e) All references to "Term Loan Borrowing," "Term Loan Commitment," "Term Loan Lender," "Term Loan Maturity Date," "Term Loan Note" and "Term Loans" in the Credit Agreement and the Loan Documents shall be deemed to be references to "Term 1 Borrowing," "Term 1 Borrowing Request," "Term 1 Commitment," "Term 1 Lender," "Term 1 Loan Maturity Date" and "Term 1 Loans," respectively (unless the context otherwise requires). (f) The Term 1 Loans made on the Amendment No. 1 Effective Date shall not constitute Additional Term Loans under Section 2.14 of the Credit Agreement. (g) The following defined terms shall be added to Section 1.01 of the Credit Agreement in alphabetic order: "Additional Term 1 Commitment" means, with respect to an Additional Term 1 Lender, the commitment of such Additional Term 1 Lender to make Additional Term 1 Loans on the Amendment No. 1 Effective Date, in an amount set forth next to the signature of such Additional Term 1 Lender on Amendment No. 1. The aggregate amount of the Additional Term 1 Commitments of all Additional Term 1 Lenders shall equal the outstanding principal amount of Term Loans of Non-Consenting Term Lenders. "Additional Term 1 Lender" means a Person with an Additional Term 1 Commitment to make Additional Term 1 Loans to the Borrowers on the Amendment No. 1 Effective Date, which for the avoidance of doubt may be an existing Term Lender. "Additional Term 1 Loan" means a Loan that is made pursuant to Section 2.01(c)(ii) of the Credit Agreement on the Amendment No. 1 Effective Date. "Amendment No. 1" means Amendment No. 1 to this Agreement dated as of March 29, 2005. "Amendment No. 1 Effective Date" means March 29, 2005, the date on which all conditions precedent set forth in Section 4 of Amendment No. 1 are satisfied. "Non-Consenting Term Lender" means each Term Lender that has not executed and delivered a counterpart of Amendment No. 1 on or prior to the Amendment No. 1 Effective Date. -4- "Repricing Transaction" means the incurrence by any Loan Party of any Indebtedness (including, without limitation, any new or additional term loans under this Agreement) that is secured or is broadly marketed or syndicated to banks and other institutional investors in financings similar to the Credit Agreement (i) having an effective interest rate margin or weighted average yield (to be determined by the Administrative Agent consistent with generally accepted financial practice) that is less than the Applicable Rate for, or weighted average yield (to be determined by the Administrative Agent on the same basis) of, the Term 1 Loans and (ii) the proceeds of which are used to repay, in whole or in part, principal of outstanding Term 1 Loans. "Term 1 Commitment" means, with respect to a Term Lender, the agreement of such Term Lender to exchange its Term Loans for an equal aggregate principal amount of Term 1 Loans on the Amendment No. 1 Effective Date, as evidenced by such Term Lender executing and delivering Amendment No. 1. "Term 1 Lender" means a Lender with outstanding Term 1 Loans. "Term 1 Loan" means an Additional Term 1 Loan or a Loan that is deemed made pursuant to Section 2.01(c)(i). (h) Section 2.01 is hereby amended by adding the following clause (c) to such Section. "(c) (i) Subject to the terms and conditions hereof and of Amendment No. 1, each Term Lender with a Term 1 Commitment severally agrees to exchange its Term Loans for a like principal amount in of Term 1 Loans on the Amendment No. 1 Effective Date. (ii) Subject to the terms and conditions hereof and of Amendment No. 1, each Additional Term 1 Lender severally agrees to make Additional Term 1 Loans to the Borrowers on the Amendment No. 1 Effective Date in a principal amount not to exceed its Additional Term 1 Commitment on the Amendment No. 1 Effective Date. The Borrowers shall prepay all Term Loans of Non-Consenting Term Lenders with the gross proceeds of the Additional Term 1 Loans. (iii) The Borrowers shall pay to the Term Lenders all accrued and unpaid interest on the Term Loans to, but not including, the Amendment No. 1 Effective Date on such Amendment No. 1 Effective Date and to the Non-Consenting Term Lenders any breakage loss or expense under Section 3.05. The Amendment No. 1 Effective Date shall be deemed the first day of a new Interest Period with respect to the Term 1 Loans. -5- (iv) The Term 1 Loans shall have the same terms as the Term Loans as set forth in the Credit Agreement and Loan Documents, except as modified by this Amendment No. 1. For the avoidance of doubt, the Term 1 Loans (and all principal, interest and other amounts in respect thereof) will constitute "Obligations" under the Credit Agreement and the other Loan Documents and shall have the same rights and obligations under the Credit Agreement and Loan Documents as the Term Loans." SECTION 2. CONSENT AND AMENDMENTS RELATING TO CHANGE IN FISCAL YEAR END. The Required Lenders consent pursuant to Section 7.15 of the Credit Agreement to the change of Holdings, the Borrowers and their Subsidiaries fiscal year end from August 31 to December 31 provided that Holdings shall have delivered written notice of the effectiveness of such change to the Administrative Agent on or prior to April 30, 2005. Upon receipt of such notice by the Administrative Agent, the following amendments shall automatically become effective: (a) The definition of "Applicable Rate" shall be amended by replacing the reference to "May 31, 2005" with the date "June 30, 2005." (b) The definition of "Excess Cash Flow Period" shall be amended and restated in its entirety to read as follows: ""Excess Cash Flow Period" means (i) the twelve consecutive fiscal month period of Holdings ending August 31, 2006, (ii) the four consecutive fiscal month period of Holdings ending December 31, 2006 and (iii) thereafter each twelve consecutive fiscal month period of Holdings ending on the last day of each fiscal year of Holdings." (c) Section 6.01(a) shall be amended by replacing the reference to "August 31, 2005" with "December 31, 2005." (d) Section 6.01(b) shall be amended by replacing the parenthetical in the second line thereof with the following parenthetical: "(commencing with the fiscal quarter ending February 28, 2005 and which, in the event of a change of the Fiscal Year of Holdings, shall include(x) both the fiscal quarter ended February 28, 2005 and the fiscal quarter ended March 31, 2005 if the change of the Fiscal Year of Holdings occurs on or before March 31, 2005 or (y) both the fiscal quarter ended May 31, 2005 and the fiscal quarter ended June 30, 2005 if the change of the Fiscal Year of Holdings occurs after March 31, 2005)." (e) Section 6.02(b) shall be amended by replacing the reference to "May 31, 2005" with "June 30, 2005." (f) Section 7.02(b) shall be amended by replacing the reference to "August 31, 2005" with "December 31, 2005." -6- (g) Section 7.11 shall be amended by replacing each reference to "May 31," "August 31," November 30" and "February 28" with references to "June 30," "September 30," "December 31" and "March 31," respectively. SECTION 3. REPRESENTATIONS AND WARRANTIES. The Borrowers represent and warrant to the Lenders as of the date hereof and the Amendment No. 1 Effective Date that: (a) The execution, delivery and performance of this Amendment No. 1 have been duly authorized by all necessary corporate action by the Borrowers, and do not and will not (i) contravene the terms of the Borrowers' Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which a Borrower is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law, except in the case of clause (b) or (c) as would not reasonably be expected to have a Material Adverse Effect. (b) Before and after giving effect to this Amendment No. 1, the representations and warranties set forth in the Credit Agreement are true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. (c) At the time of and after giving effect to this Amendment No. 1, no Default or Event of Default has occurred and is continuing. SECTION 4. CONDITIONS TO EFFECTIVENESS. This Amendment No. 1 shall become effective on the date on which each of the following conditions is satisfied: (a) The Administrative Agent (or its counsel) shall have received from (i) Lenders constituting (A) the Required Lenders and (B) each Term Lender, or in lieu of one or more Term Lenders, one or more Additional Term 1 Lenders, and (ii) each of the other parties hereto, either (x) a counterpart of this Amendment No. 1 signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment No. 1) that such party has signed a counterpart of this Amendment No. 1; (b) The Borrowers shall have provided the Administrative Agent with a Borrowing request three Business Days prior to the Amendment No. 1 Effective Date with respect to the borrowing of Additional Term 1 Loans on the Amendment No. 1 Effective Date; provided that if the Borrowers shall have requested a Borrowing of Eurodollar Rate Loans, the Borrowers shall have provided the Administrative Agent with a funding indemnity agreement satisfactory to the Administrative Agent; -7- (c) Each Term 1 Lender shall have received, if requested, one or more Notes payable to the order of such Lender duly executed by the Borrowers in substantially the form of Exhibit C-1 to the Credit Agreement, as modified by this Amendment No. 1, evidencing its Term 1 Loans; (d) The Borrowers shall have paid to all Term Lenders simultaneously with the making of Term 1 Loans hereunder all accrued and unpaid interest on the Term Loans of such Term Lenders to, but not including, the Amendment No. 1 Effective Date on the Amendment No. 1 Effective Date; (e) The Borrowers shall have paid to the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Agents, to the extent billed prior to the Amendment No. 1 Effective Date) of the Administrative Agent; (f) All corporate and other proceedings taken or to be taken in connection with this Amendment No. 1 and all documents incidental thereto, whether or not referred to herein, shall be satisfactory in form and substance to the Administrative Agent; and (g) At the time of and after giving effect to the Amendment No. 1, no Default or Event of Default has occurred and is continuing. SECTION 5. EXPENSES. The Borrowers agrees to reimburse the Administrative Agent for its and the other Agents' reasonable out-of-pocket expenses incurred by them in connection with this Amendment No. 1, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent. SECTION 6. COUNTERPARTS. This Amendment No. 1 may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment No. 1 by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. SECTION 7. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 8. HEADINGS. The headings of this Amendment No. 1 are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. SECTION 9. EFFECT OF AMENDMENT. Except as expressly set forth herein, this Amendment No. 1 shall not by implication or otherwise limit, impair, constitute a waiver of or -8- otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The Required Lenders agree that the Borrowers and the Administrative Agent may enter into an Amended and Restated Credit Agreement after the Amendment No. 1 Effective Date in form and substance satisfactory to the Administrative Agent to give effect to this Amendment No. 1. By executing and delivering a copy hereof, each Loan Party hereby agrees and confirms that all Loans and Obligations (including, without limitation, the Term 1 Loans) shall be fully guaranteed by Holdings pursuant to the Parent Guaranty and the other Guarantors pursuant to the Subsidiary Guaranty and shall be fully secured pursuant to the Security Documents. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed as of the date first above written. AMR HOLDCO, INC. By: /s/ William A. Sanger --------------------------------------------- Name: William A. Sanger Title: Chief Executive Officer EMCARE HOLDCO, INC. By: /s/ William A. Sanger --------------------------------------------- Name: William A. Sanger Title: Chief Executive Officer EMERGENCY MEDICAL SERVICES L.P., as guarantor By: Emergency Medical Services Corporation, its general partner By: /s/ William A. Sanger --------------------------------------------- Name: William A. Sanger Title: Chairman and Chief Executive Officer [Amendment No. 1 Signature Page] AMERICAN MEDICAL RESPONSE, INC. HANK'S ACQUISITION CORP. FOUNTAIN AMBULANCE SERVICE, INC. MEDLIFE EMERGENCY MEDICAL SERVICE, INC. AMERICAN MEDICAL RESPONSE NORTHWEST, INC. AMERICAN MEDICAL RESPONSE WEST METROPOLITAN AMBULANCE SERVICE AMERICAN MEDICAL RESPONSE OF INLAND EMPIRE DESERT VALLEY MEDICAL TRANSPORT, INC. SPRINGS AMBULANCE SERVICE, INC. AMERICAN MEDICAL RESPONSE OF COLORADO, INC. INTERNATIONAL LIFE SUPPORT, INC. MEDEVAC MIDAMERICA, INC. MEDEVAC MEDICAL RESPONSE, INC. AMERICAN MEDICAL RESPONSE OF OKLAHOMA, INC. AMERICAN MEDICAL RESPONSE OF TEXAS, INC. KUTZ AMBULANCE SERVICE, INC. AMERICAN MEDICAL RESPONSE HOLDINGS, INC. AMERICAN MEDICAL RESPONSE MANAGEMENT, INC. A1 LEASING, INC. FLORIDA EMERGENCY PARTNERS, INC. MOBILE MEDIC AMBULANCE SERVICE, INC. METRO AMBULANCE SERVICE, INC. METRO AMBULANCE SERVICE (RURAL), INC. MEDIC ONE AMBULANCE SERVICES, INC. AMERICAN MEDICAL RESPONSE OF SOUTH CAROLINA, INC. AMERICAN MEDICAL RESPONSE OF NORTH CAROLINA, INC. AMERICAN MEDICAL RESPONSE OF GEORGIA, INC. TROUP COUNTY EMERGENCY MEDICAL SERVICES, INC. RANDLE EASTERN AMBULANCE SERVICE, INC. MEDI-CAR SYSTEMS, INC. MEDI-CAR AMBULANCE SERVICE, INC. AMERICAN MEDICAL RESPONSE OF TENNESSEE, INC. PHYSICIANS & SURGEONS AMBULANCE SERVICE, INC. AMERICAN MEDICAL RESPONSE OF ILLINOIS, INC. MIDWEST AMBULANCE MANAGEMENT COMPANY PARAMED, INC. MERCY AMBULANCE OF EVANSVILLE, INC. TIDEWATER AMBULANCE SERVICE, INC. AMERICAN MEDICAL RESPONSE OF CONNECTICUT, INCORPORATED AMERICAN MEDICAL RESPONSE OF MASSACHUSETTS, INC. AMERICAN MEDICAL RESPONSE MID-ATLANTIC, INC. AMBULANCE ACQUISITION, INC. METRO AMBULANCE SERVICES, INC. BROWARD AMBULANCE, INC. ATLANTIC AMBULANCE SERVICES ACQUISITION, INC. ATLANTIC/KEY WEST AMBULANCE, INC. ATLANTIC/PALM BEACH AMBULANCE, INC. SEMINOLE COUNTY AMBULANCE, INC. LIFEFLEET SOUTHEAST, INC. AMERICAN MEDICAL PATHWAYS, INC. ADAM TRANSPORTATION SERVICE, INC. ASSOCIATED AMBULANCE SERVICE, INC. PARK AMBULANCE SERVICE INC. FIVE COUNTIES AMBULANCE SERVICE, INC. SUNRISE HANDICAP TRANSPORT CORP. STAT HEALTHCARE, INC. LAIDLAW MEDICAL TRANSPORTATION, INC. MERCY, INC. AMERICAN INVESTMENT ENTERPRISES, INC. LIFECARE AMBULANCE SERVICE, INC. TEK, INC. MERCY LIFE CARE HEMET VALLEY AMBULANCE SERVICE, INC. AMERICAN MEDICAL RESPONSE OF SOUTHERN CALIFORNIA MEDIC ONE OF COBB, INC. PUCKETT AMBULANCE SERVICE, INC. AMERICAN MEDICAL RESPONSE DELAWARE VALLEY, LLC By: American Medical Response Mid-Atlantic, Inc., its sole member REGIONAL EMERGENCY SERVICES, LP By: Florida Emergency Partners, Inc., its general partner PROVIDACARE, L.L.C. By: American Medical Pathways, Inc., its sole member By: /s/ Randel G. Owen --------------------------------------------- Name: Randel G. Owen Title: Vice President EMS MANAGEMENT LLC By: AMR HoldCo, Inc. and EmCare HoldCo, Inc., its members By: /s/ William A. Sanger --------------------------------------------- Name: William A. Sanger Title: Chief Executive Officer EMCARE HOLDINGS INC. EMCARE, INC. EMCARE OF ALABAMA, INC. EMCARE CONTRACT OF ARKANSAS, INC. EMCARE OF ARIZONA, INC. EMCARE OF CALIFORNIA, INC. EMCARE OF COLORADO, INC. EMCARE OF CONNECTICUT, INC. EMCARE OF FLORIDA, INC. EMCARE OF GEORGIA, INC. EMCARE OF HAWAII, INC. EMCARE OF INDIANA, INC. EMCARE OF IOWA, INC. EMCARE OF KENTUCKY, INC. EMCARE OF LOUISIANA, INC. EMCARE OF MAINE, INC. EMCARE OF MICHIGAN, INC. EMCARE OF MINNESOTA, INC. EMCARE OF MISSISSIPPI, INC. EMCARE OF MISSOURI, INC. EMCARE OF NEVADA, INC. EMCARE OF NEW HAMPSHIRE, INC. EMCARE OF NEW JERSEY, INC. EMCARE OF NEW MEXICO, INC. EMCARE OF NEW YORK, INC. EMCARE OF NORTH CAROLINA, INC. EMCARE OF NORTH DAKOTA, INC. EMCARE OF OHIO, INC. EMCARE OF OKLAHOMA, INC. EMCARE OF OREGON, INC. EMCARE OF PENNSYLVANIA, INC. EMCARE OF RHODE ISLAND, INC. EMCARE OF SOUTH CAROLINA, INC. EMCARE OF TENNESSEE, INC. EMCARE OF TEXAS, INC. EMCARE OF VERMONT, INC. EMCARE OF VIRGINIA, INC. EMCARE OF WASHINGTON, INC. EMCARE OF WEST VIRGINIA, INC. EMCARE OF WISCONSIN, INC. EMCARE PHYSICIAN PROVIDERS, INC. EMCARE PHYSICIAN SERVICES, INC. EMCARE SERVICES OF ILLINOIS, INC. EMCARE SERVICES OF MASSACHUSETTS, INC. EMCARE ANESTHESIA SERVICES, INC. ECEP, INC. COORDINATED HEALTH SERVICES, INC. EM-CODE REIMBURSEMENT SOLUTIONS, INC. EMERGENCY MEDICINE EDUCATION SYSTEMS, INC. EMERGENCY SPECIALISTS OF ARKANSAS, INC. II FIRST MEDICAL/EMCARE, INC. HEALTHCARE ADMINISTRATIVE SERVICES, INC. OLD STAT, INC. REIMBURSEMENT TECHNOLOGIES, INC. STAT PHYSICIANS, INC. THE GOULD GROUP, INC. TIFTON MANAGEMENT SERVICES, INC. TUCKER EMERGENCY SERVICES, INC. HELIX PHYSICIANS MANAGEMENT, INC. NORMAN BRUCE JETTON, INC. PACIFIC EMERGENCY SPECIALISTS MANAGEMENT, INC. AMERICAN EMERGENCY PHYSICIANS MANAGEMENT, INC. PHYSICIAN ACCOUNT MANAGEMENT, INC. PROVIDER ACCOUNT MANAGEMENT, INC. CHARLES T. MITCHELL, M.D., INC. EMCARE OF MARYLAND LLC, By: EmCare Holdings Inc. and EmCare, Inc., its members EMS MANAGEMENT LLC By: AMR HoldCo, Inc. and EmCare HoldCo, Inc., its members By: /s/ William A. Sanger --------------------------------------------- Name: William A. Sanger Title: Chief Executive Officer BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Robert Rittelmeyer --------------------------------------------- Name: Robert Rittelmeyer Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Robert Klawinski --------------------------------------------- Name: Robert Klawinski Title: Senior Vice President CAROLINA FIRST BANK, as a Lender By: /s/ Charles D. Chamberlaine -------------------------------------------- Name: Charles D. Chamberlain Title: Executive Vice President LASALLE BANK NATIONAL ASSOCIATION, By: /s/ Vanessa R. Garza -------------------------------------------- Name: Vanessa R. Garza Title: Commercial Banking Officer MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services, Inc. as a Lender By: /s/ Luis Vera -------------------------------------------- Name: Luis Viera Title: Vice President JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Laura Cumming -------------------------------------------- Name: Laura Cumming Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender By: /s/ Jeffrey P. Hoffman -------------------------------------------- Name: Jeffrey P. Hoffman Title: Its Duly Authorized Signatory ACA MANAGEMENT, LLC as Advisor to ACA CLO 2005-1, Limited, as a Lender By: /s/ Vincent Ingato -------------------------------------------- Name: Vincent Ingato Title: Managing Director ACM INCOME FUND INC. By: /s/ Scott Van den Bosch ------------------------------------------ Name: Scott Van den Bosch Title: Vice President ARCHIMEDES FUNDING IV (Cayman), Ltd. BY: ING Capital Advisors, LLC as Collateral Manager By: /s/ Helen Y. Rhee -------------------------------------------- Name: Helen Y. Rhee, Director NEMEAN CLO, Ltd. BY: ING Capital Advisors, LLC As Investment Manager By: /s/ Helen Y. Rhee -------------------------------------------- Name: Helen Y. Rhee, Director ING-ORYX CLO, Ltd., as a Lender BY: ING Capital Advisors, LLC As Collateral Manager By: /s/ Helen Y. Rhee -------------------------------------------- Name: Helen Y. Rhee, Director [Amendment No. 1 Signature Page] ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD. BY: Ares Enhanced Loan Management, L.P. Investment Manager By: Ares Enhanced Loan GP, LLC Its General Partner as a Lender By: /s/ Seth J. Brufsky -------------------------------------------- Name: Seth J. Brufsky Title: Vice President ARES IV CLO Ltd. BY: Ares CLO Management IV, L.P. Investment Manager By: Ares CLO GP IV, LLC Its Managing Member as a Lender By: /s/ Seth J. Brufsky -------------------------------------------- Name: Seth J. Brufsky Title: Vice President ARES VII CLO Ltd. BY: Ares CLO Management VII, L.P. Investment Manager By: Ares CLO GP VII, LLC Its General Partner as a Lender By: /s/ Seth J. Brufsky -------------------------------------------- Name: Seth J. Brufsky Title: Vice President [Amendment No. 1 Signature Page] ARES VIII CLO Ltd. BY: Ares CLO Management VIII, L.P. Investment Manager By: Ares CLO GP VIII, LLC Its General Partner as a Lender By: /s/ Seth J. Brufsky -------------------------------------------- Name: Seth J. Brufsky Title: Vice President ARES IX CLO Ltd. BY: Ares CLO Management IX, L.P. Investment Manager By: Ares CLO GP IX LLC Its General Partner as a Lender By: /s/ Seth J. Brufsky -------------------------------------------- Name: Seth J. Brufsky Title: Vice President ATRIUM CDO, as a Lender By: /s/ David H. Lerner -------------------------------------------- Name: David H. Lerner Title: Authorized Signatory [Amendment No. 1 Signature Page] BAIN CAPITAL Sankaty Advisors, LLC, as Collateral Manager for AVERY POINT CLO, LTD., as Term Lender _________________________, as a Lender By: /s/ Diane J. Exter -------------------------------------------- Name: Diane J. Exter Title: Managing Director, Portfolio Manger BABSON CLO LTD. 2004-II BABSON CLO LTD. 2003-I SUFFIELD CLO, LIMITED TRYON CLO LTD. 2000-I, as Lenders By: Babson Capital Management LLC as Collateral Manager By: /s/ Russell D. Morrison -------------------------------------------- Name: Russell D. Morrison Title: Managing Director MAPLEWOOD (CAYMAN) LIMITED as a Lender By: Babson Capital Management LLC as Investment Manager By: /s/ Russell D. Morrison -------------------------------------------- Name: Russell D. Morrison Title: Managing Director MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as a Lender By: /s/ Russell D. Morrison -------------------------------------------- Name: Russell D. Morrison Title: Managing Director [Amendment No. 1 Signature Page] BILL & MELINDA GATES FOUNDATION as a Lender By: Babson Capital Management LLC as Investment Adviser By: /s/ Russell D. Morrison -------------------------------------------- Name: Russell D. Morrison Title: Managing Director BABSON CLO LTD. 2005-I By: Babson Capital Management LLC as Collateral Manager By: /s/ Russell D. Morrison -------------------------------------------- Name: Russell D. Morrison Title: Managing Director BAYERISCHE HYPO- UND VEREINSBANK, AG as a Lender By: /s/ Gavin Burke -------------------------------------------- Name: Gavin Burke Title: Director By: /s/ Hetal Selarka ------------------------------------------ Name: Hetal Selarka Title: Associate Director BIG SKY III SENIOR LOAN TRUST By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof -------------------------------------------- Name: Michael B. Botthof Title: Vice President [Amendment No. 1 Signature Page] BOLDWATER CREDIT OPPORTUNITIES MASTER FUND LP, as a Lender By: BoldWater Capital Management LP The Investment Manager By: /s/ Martin E. Kalisker -------------------------------------------- Name: Martin E. Kalisker Title: Chief Financial Officer By: CALLIDUS DEBT PARTNERS CLO FUND II, LTD. By: Its Collateral Manager, Callidus Capital Management, LLC, as a Lender By: /s/ Mavis Taintor -------------------------------------------- Name: Mavis Taintor Title: Senior Managing Director By: CALLIDUS DEBT PARTNERS CLO FUND III, LTD. By: Its Collateral Manager, Callidus Capital Management, LLC, as a Lender By: /s/ Mavis Taintor -------------------------------------------- Name: Mavis Taintor Title: Senior Managing Director SANKATY ADVISORS, LLC, as Collateral Manager for Castle Hill I - INGOTS, Ltd., as Term Lender By: /s/ Diane J. Exter -------------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager [Amendment No. 1 Signature Page] SANKATY ADVISORS, LLC, as Collateral Manager for Castle Hill II - INGOTS, Ltd., as Term Lender By: /s/ Diane J. Exter -------------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager SANKATY ADVISORS, LLC, as Collateral Manager for Castle Hill III - INGOTS, Ltd., as Term Lender By: /s/ Diane J. Exter -------------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager CHAMPLAIN CLO, LTD. By: INVESCO Senior Secured Management, Inc. As Collateral Manager By: /s/ Thomas H. B. Ewald -------------------------------------------- Name: Thomas H. B. Ewald Title: Authorized Signatory CHARTER VIEW PORTFOLIO By: INVESCO Senior Secured Management, Inc. As Investment Advisor By: /s/ Thomas H. B. Ewald -------------------------------------------- Name: Thomas H. B. Ewald Title: Authorized Signatory CITADEL HILL 2004 LTD., as a lender By: /s/ P. Van Schaick -------------------------------------------- Name: P. Van Schaick Title: Authorized Signatory [Amendment No. 1 Signature Page] CITADEL HILL 2000 LTD., as a lender By: /s/ P. Van Schaick -------------------------------------------- Name: P. Van Schaick Title: Authorized Signatory CITICORP INSURANCE AND INVESTMENT TRUST By: Travelers Asset Management International Company, LLC By: /s/ Allen Cantrell -------------------------------------------- Name: Allen Cantrell Title: Investment Officer CLASSIC CAYMAN B.D. LIMITED As Lender By: /s/ Daniel Conlon -------------------------------------------- Name: Daniel Conlon Title: Authorized Signatory By: /s/ John Fitzgerald -------------------------------------------- Name: John Fitzgerald Title: Authorized Signatory CLT, L.P. By: Royal Bank of Canada, as Collateral Manager By: /s/ Melissa Marano -------------------------------------------- Name: Melissa Marano Title: Authorized Signatory [Amendment No. 1 Signature Page] NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC., as Collateral Manager By: Clydesdale CLO 2003 Ltd., as a Lender By: /s/ Elizabeth MacLean -------------------------------------------- Name: Elizabeth MacLean Title: Director NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC., as Investment Manager By: Clydesdale CLO 2004 Ltd., as a Lender By: /s/ Elizabeth MacLean -------------------------------------------- Name: Elizabeth MacLean Title: Director NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC., as Investment Manager By: Clydesdale Strategic CLO-I, Ltd., as a Lender By: /s/ Elizabeth MacLean -------------------------------------------- Name: Elizabeth MacLean Title: Director CONSTANTIUS EATON VANCE CDO V, LTD as Investment Advisor By: /s/ Michael B. Botthof -------------------------------------------- Name: Michael B. Botthof Title: Vice President CSAM FUNDING I, as a Lender By: /s/ David H. Lerner -------------------------------------------- Name: David H. Lerner Title: Authorized Signatory [Amendment No. 1 Signature Page] CSAM FUNDING II, as a Lender By: /s/ David H. Lerner -------------------------------------------- Name: David H. Lerner Title: Authorized Signatory DRYDEN VIII - LEVERAGED LOAN CDO 2005 By: Prudential Investment Management, Inc. as Attorney-In-Fact By: /s/ Paul Appleby -------------------------------------------- Name: Paul Appleby Title: Managing Director EAST WEST BANK, as a Lender By: /s/ Nancy A. Moore -------------------------------------------- Name: Nancy A. Moore Title: Senior Vice President EATON VANCE CDO III, LTD. By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof -------------------------------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE CDO VI, LTD. By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof -------------------------------------------- Name: Michael B. Botthof Title: Vice President [Amendment No. 1 Signature Page] EATON VANCE FLOATING-RATE INCOME TRUST By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof -------------------------------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE INSTITUTIONAL SENIOR LOAN FUND By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof -------------------------------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE LIMITED DURATION INCOME FUND By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof -------------------------------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE SENIOR FLOATING-RATE TRUST By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof -------------------------------------------- Name: Michael B. Botthof Title: Vice President [Amendment No. 1 Signature Page] EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof -------------------------------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND By: Eaton Vance Management as Investment Advisor By: /s/ Michael B. Botthof -------------------------------------------- Name: Michael B. Botthof Title: Vice President FEINGOLD O'KEEFFE MASTER FUND, LTD as a Lender By: /s/ R. Ian O'Keeffe -------------------------------------------- Name: R. Ian O'Keeffe Title: Partner FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC By: Fidelity Floating Rate Central Investment Portfolio, as a Lender By: /s/ John H. Costello -------------------------------------------- Name: John H. Costello Title: Assistant Treasurer FIDELITY ADVISOR SERIES II By: Fidelity Advisor Floating Rate High Income Fund, as a Lender By: /s/ John H. Costello -------------------------------------------- Name: John H. Costello Title: Assistant Treasurer [Amendment No. 1 Signature Page] FIRST TRUST/HIGHLAND CAPITAL FLOATING RATE TRUST FUND By: Highland Capital Management, L.P. Its Investment Sub-Advisor, as a Lender By: /s/ R. Joseph Dougherty -------------------------------------------- Name: R. Joseph Dougherty Title: Senior Vice President, Secretary FIFTH THIRD BANK, as a Lender By: /s/ Neil J. Prendergast -------------------------------------------- Name: Neil J. Prendergast Title: Vice President FOOTHILL INCOME TRUST, L.P. By: FIT GP, LLC, its Sole Partner, as a Lender By: /s/ M. E. Stearns -------------------------------------------- Name: M.E. Stearns Title: Managing Member FOREST SPC LLC, as a Lender By: /s/ Meredith J. Koslick -------------------------------------------- Name: Meredith J. Koslick Title: Assistant Vice President FOUR CORNERS CLO 2005-I, LTD., as a Lender By: Four Corners Capital Management LLC As Collateral Manager By: /s/ Adam Brown -------------------------------------------- Name: Adam Brown Title: Vice President [Amendment No. 1 Signature Page] FORTRESS PORTFOLIO TRUST, as a Lender By: Four Corners Capital Management LLC As Investment Manager By: /s/ Adam Brown -------------------------------------------- Name: Adam Brown Title: Vice President FRANKLIN CLO II, LIMITED, as a Lender By: /s/ David Ardini -------------------------------------------- Name: David Ardini Title: Vice President FRANKLIN CLO III, LIMITED, as a Lender By: /s/ David Ardini -------------------------------------------- Name: David Ardini Title: Vice President FRANKLIN CLO IV, LIMITED, as a Lender By: /s/ David Ardini -------------------------------------------- Name: David Ardini Title: Vice President FRANKLIN FLOATING RATE DAILY ACCESS FUND, as a Lender By: /s/ Richard Hsu -------------------------------------------- Name: Richard Hsu Title: Vice President FRANKLIN FLOATING RATE MASTER SERIES, as a Lender By: /s/ Richard Hsu -------------------------------------------- Name: Richard Hsu Title: Vice President [Amendment No. 1 Signature Page] FRANKLIN FLOATING RATE TRUST as a Lender By: /s/ Richard Hsu -------------------------------------------- Name: Richard Hsu Title: Vice President GALAXY CLO 2003-1, LTD. By: AIG Global Investment Corp. Its Investment Advisor, as a Lender By: /s/ -------------------------------------------- Name: ILLEGIBLE Title: Vice President GALAXY III CLO, LTD. By: AIG Global Investment Corp. Its Investment Advisor, as a Lender By: /s/ -------------------------------------------- Name: ILLEGIBLE Title: Vice President GALAXY IV CLO LTD. By: AIG Global Investment Corp. Its Investment Advisor, as a Lender By: /s/ -------------------------------------------- Name: ILLEGIBLE Title: Vice President GRANITE VENTURES I LTD. By: Stone Tower Debt Advisors LLC as its Collateral Manager By: /s/ Anthony Edson -------------------------------------------- Name: Anthony Edson Title: Authorized Signatory [Amendment No. 1 Signature Page] GRAYSON & CO By: Boston Management and Research as Investment Advisor, as a Lender By: /s/ Michael B. Botthof -------------------------------------------- Name: Michael B. Botthof Title: Vice President GULF STREAM-COMPASS CLO 2002-1 LTD By: Gulf Stream Asset Management LLC As Collateral Manager, as a Lender By: /s/ Mark Mahoney -------------------------------------------- Name: Mark Mahoney Title: President GULF STREAM-COMPASS CLO 2005-1 LTD By: Gulf Stream Asset Management LLC As Collateral Manager, as a Lender By: /s/ Mark Mahoney -------------------------------------------- Name: Mark Mahoney Title: President HARBOUR TOWN FUNDING LLC, as a Lender By: /s/ Meredith J. Koslick -------------------------------------------- Name: Meredith J. Koslick Title: Assistant Vice President HIGHLAND FLOATING RATE ADVANTAGE FUND By: Highland Capital Management, L.P. its Investment Advisor, as a Lender By: /s/ R. Joseph Dougherty -------------------------------------------- Name: R. Joseph Dougherty Title: Senior Vice President, Secretary [Amendment No. 1 Signature Page] ING SENIOR INCOME FUND By: ING Investment Management, Co. as its investment manager By: /s/ Michel Prince -------------------------------------------- Name: Michel Prince Title: SVP ING PRIME RATE TRUST By: ING Investment Management, Co. as its investment manager By: /s/ Michel Prince -------------------------------------------- Name: Michel Prince Title: SVP IXIS LOOMIS SAYLES SENIOR LOAN FUND By: Loomis Sayles and Company, L.P. its manager By: Loomis Sayles and Company, Inc. its general partner By: /s/ Kevin J. Perry -------------------------------------------- Name: Kevin J. Perry Title: Vice President KEYBANK NATIONAL ASSOCIATION as a Lender By: /s/ Michael Corrigan -------------------------------------------- Name: Michael Corrigan Title: Managing Director BIC LOAN FUNDING, LLC, as a Lender By: /s/ N. John Beal -------------------------------------------- Name: N. John Beal Title: Authorized Signatory [Amendment No. 1 Signature Page] KZH SOLEIL LLC, as a Lender By: /s/ Dorian Herrera -------------------------------------------- Name: Dorian Herrera Title: Authorized Agent KZH SOLEIL -2 LLC, as a Lender By: /s/ Dorian Herrera -------------------------------------------- Name: Dorian Herrera Title: Authorized Agent LIGHTPOINT CLO III, LTD., as an Investor By: /s/ Timothy S. Van Kirk -------------------------------------------- Name: Timothy S. Van Kirk Title: Managing Director LOAN FUNDING IX LLC, for itself as agent for Corporate Loan Funding IX LLC By: INVESCO Senior Secured Management, Inc. As Portfolio Manager By: /s/ Thomas H. B. Ewald -------------------------------------------- Name: Thomas H. B. Ewald Title: Authorized Signatory SANKATY ADVISORS, LLC, as Collateral Manager for Loan Funding XI LLC, as Term Lender By: /s/ Diane J. Exter -------------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager LONG LANE MASTER TRUST IV, as a Lender By: /s/ Kelly W. Warnement -------------------------------------------- Name: Kelly W. Warnement Title: Authorized Agent [Amendment No. 1 Signature Page] THE LOOMIS SAYLES SENIOR LOAN FUND, LLC By: Loomis Sayles and Company, L.P. its manager By: Loomis Sayles and Company, Inc. its general partner By: /s/ Kevin J. Perry -------------------------------------------- Name: Kevin J. Perry Title: Vice President MADISON PARK, as a Lender By: /s/ David H. Lerner -------------------------------------------- Name: David H. Lerner Title: Authorized Agent MAINSTAY FLOATING RATE FUND, a series of Eclipse Funds Inc., as a Lender By: New York Life Investment Management LLC By: /s/ Robert H. Dial -------------------------------------------- Name: Robert H. Dial Title: Managing Director MARATHON SPECIAL OPPORTUNITY MASTER FUND LTD, as a Lender By: /s/ Lou Hanover -------------------------------------------- Name: Lou Hanover Title: CIO MILLCREEK CBNA LOAN FUNDING as a Lender By: /s/ James Spaulding -------------------------------------------- Name: James Spaulding Title: Attorney-In-Fact [Amendment No. 1 Signature Page] MOUNTAIN CAPITAL CLO 11 LTD., as a Lender By: /s/ Darren P. Riley -------------------------------------------- Name: Darren P. Riley Title: Director MOUNTAIN CAPITAL CLO III LTD., as a Lender By: /s/ Darren P. Riley -------------------------------------------- Name: Darren P. Riley Title: Director NAVIGATOR CDO 2004, LTD By: Antares Asset Management, Inc. as Agent as a Lender By: /s/ David Mahon -------------------------------------------- Name: David Mahon Title: Vice President CITIGROUP FINANCIAL PRODUCTS By: Antares Asset Management, Inc. as Agent as a Lender By: /s/ David Mahon -------------------------------------------- Name: David Mahon Title: Vice President NATEXIS BANQUES POPULAIRES, as a Lender By: /s/ Tefta Ghilaga -------------------------------------------- Name: Tefta Ghilaga Title: Vice President By: /s/ Kristen E. Brainard -------------------------------------------- Name: Kristen E. Brainard Title: Assistant Vice President [Amendment No. 1 Signature Page] NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC., as Investment Advisor By: NCRAM Loan Trust, as a Lender By: /s/ Elizabeth MacLean -------------------------------------------- Name: Elizabeth MacLean Title: Director NEW ALLIANCE GLOBAL CDO, LIMITED By: Alliance Capital Management L.P. as Sub-advisor By: Alliance Capital Management Corporation as General Partner By: /s/ Scott Van den Bosch -------------------------------------------- Name: Scott Van den Bosch Title: Vice President NOMURA BOND AND LOAN FUND, as a Lender By: UFJ Trust Bank Limited as Trustee By: Nomura Corporate Research and Asset Management Inc. Attorney-in-Fact By: /s/ Elizabeth MacLean -------------------------------------------- Name: Elizabeth MacLean Title: Director THE NORINCHUKIN BANK, NEW YORK BRANCH, through State Street Bank and Trust Company N.A., as Fiduciary Custodian By: Eaton Vance Management, Attorney-In-Fact By: /s/ Michael B. Botthof -------------------------------------------- Name: Michael B. Botthof Title: Vice President [Amendment No. 1 Signature Page] OLYMPIC CLO I, as a Lender By: /s/ John M. Casparian -------------------------------------------- Name: John M. Casparian Title: Chief Operating Officer Center Pacific, Manager OPPENHEIMER SENIOR FLOATING RATE FUND, as a Lender By: /s/ Lisa Chaffee -------------------------------------------- Name: Lisa Chaffee Title: AVP PIONEER FLOATING RATE TRUST By: Highland Capital Management, L.P. Its Sub-Advisor, as a Lender By: /s/ R. Joseph Dougherty -------------------------------------------- Name: R. Joseph Dougherty Title: Senior Vice President, Secretary SANKATY ADVISORS, LLC, as Collateral Manager for Race Point CLO, Limited, as Term Lender By: /s/ Diane J. Exter -------------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager SANKATY ADVISORS, LLC, as Collateral Manager for Race Point II CLO, Limited, as Term Lender By: /s/ Diane J. Exter -------------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager [Amendment No. 1 Signature Page] SARATOGA CLO I, LIMITED By: INVESCO Senior Secured Management, Inc. As Asset Manager By: /s/ Thomas H. B. Ewald -------------------------------------------- Name: Thomas H. B. Ewald Title: Authorized Signatory SOLISBANK (IRELAND) LIMITED, as a Lender By: /s/ Tony O'Brien -------------------------------------------- Name: Tony O'Brien Title: Senior Manager SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor By: /s/ Michael B. Botthof -------------------------------------------- Name: Michael B. Botthof Title: Vice President SEQUILS-LIBERTY, LTD. By: INVESCO Senior Secured Management, Inc. As Collateral Manager By: /s/ Thomas H. B. Ewald -------------------------------------------- Name: Thomas H. B. Ewald Title: Authorized Signatory SOUTHFORK CLO, LTD. By: Highland Capital Management, L.P. As Collateral Manager By: /s/ David Lancelot ------------------------------------------ Name: David Lancelot Title: Treasurer Highland Capital Management, L.P. [Amendment No. 1 Signature Page] SPIRET IV LOAN TRUST 2003-B By: Wilmington Trust Company not in its individual capacity but solely as trustee By: /s/ Rachel L. Simpson -------------------------------------------- Name: Rachel L. Simpson Title: Financial Services Officer STANFIELD ARBITRAGE CDO, LTD. By: Stanfield Capital Partners, LLC as its Collateral Manager By: /s/ Christopher E. Jansen -------------------------------------------- Name: Christopher E. Jansen Title: Managing Partner STANFIELD CARRERA CLO, LTD. By: Stanfield Capital Partners, LLC as its Asset Manager By: /s/ Christopher E. Jansen -------------------------------------------- Name: Christopher E. Jansen Title: Managing Partner STANFIELD/RMF TRANSATLANTIC CDO LTD. By: Stanfield Capital Partners, LLC as its Collateral Manager By: /s/ Christopher E. Jansen -------------------------------------------- Name: Christopher E. Jansen Title: Managing Partner STANFIELD VANTAGE CLO, LTD By: Stanfield Capital Partners, LLC as its Asset Manager By: /s/ Christopher E. Jansen -------------------------------------------- Name: Christopher E. Jansen Title: Managing Partner [Amendment No. 1 Signature Page] STONE TOWER CLO III LTD. By: Stone Tower Debt Advisors LLC as its Collateral Manager By: /s/ Anthony Edson -------------------------------------------- Name: Anthony Edson Title: Authorized Signatory STRATEGIC VALUE CREDIT OPPORTUNITIES MASTER FUND L.P., as a Lender By: /s/ Vivianne Hernandez -------------------------------------------- Name: Vivianne Hernandez Title: Authorized Signatory SUN LIFE ASSURANCE COMPANY OF CANADA (US) By: Fairlead Capital Management, Inc. as Sub-Advisor By: /s/ Melissa Marano ------------------------------------------ Name: Melissa Marano Title: Vice President and Senior Portfolio Manager SUNAMERICA LIFE INSURANCE COMPANY By: AIG Global Investment Corp. Its Investment Adviser, as a Lender By: /s/ W. Jeffrey Baxter -------------------------------------------- Name: W. Jeffrey Baxter Title: Vice President SUNAMERICA SENIOR FLOATING RATE FUND, INC. By: AIG Global Investment Corp. Its Investment Sub-Adviser, as a Lender By: /s/ W. Jeffrey Baxter ------------------------------------------ Name: W. Jeffrey Baxter Title: [Amendment No. 1 Signature Page] THE TRAVELERS INSURANCE COMPANY By: /s/ Allen Cantrell -------------------------------------------- Name: Allen Cantrell Title: Investment Officer TRS ARIA, LLC, as a Lender By: /s/ Edward Schaffer -------------------------------------------- Name: Edward Schaffer Title: Vice President ULT CBNA LOAN FUNDING LLC, for itself or as agent for ULT CFPI Loan Funding LLC, as a Lender By: /s/ Suzanne Smith -------------------------------------------- Name: Suzanne Smith Title: As Attorney-In-Fact VENTURE CDO 2002, LIMITED, as a Lender By: its investment advisor, MJX Asset Management LLC By: /s/ Kenneth Ostmann -------------------------------------------- Name: Kenneth Ostmann Title: Director VENTURE II CDO 2002, LIMITED, as a Lender By: its investment advisor, MJX Asset Management LLC By: /s/ Kenneth Ostmann -------------------------------------------- Name: Kenneth Ostmann Title: Director [Amendment No. 1 Signature Page] VENTURE III CDO LIMITED, as a Lender By: its investment advisor, MJX Asset Management LLC By: /s/ Kenneth Ostmann -------------------------------------------- Name: Kenneth Ostmann Title: Director VENTURE IV CDO LIMITED, as a Lender By: its investment advisor, MJX Asset Management LLC By: /s/ Kenneth Ostmann -------------------------------------------- Name: Kenneth Ostmann Title: Director VICTORIA FALLS CLO, LTD., as a Lender By: /s/ Mark D. Senkpiel -------------------------------------------- Name: Mark D. Senkpiel Title: Managing Director VISTA LEVERAGED INCOME FUND, as a Lender By: its investment advisor, MJX Asset Management LLC By: /s/ Kenneth Ostmann -------------------------------------------- Name: Kenneth Ostmann Title: Director WHITEHORSE I LTD., as a Lender By: /s/ Jay Carvell -------------------------------------------- Name: Jay Carvell Title: Portfolio Manager [Amendment No. 1 Signature Page] WHITNEY CLO I, as a Lender By: /s/ John M. Casparian -------------------------------------------- Name: John M. Casparian Title: Chief Operating Officer Centre Pacific Manager WIND RIVER CLO I LTD. By: McDonnell Investment Management, LLC as a Lender By: /s/ Kathleen A. Zarn -------------------------------------------- Name: Kathleen A. Zarn Title: Vice President [Amendment No. 1 Signature Page]