EX-10.3 AMENDMENT NO.2 TO THE CREDIT AGREEMENT

EX-10.3 2 g97728exv10w3.txt EX-10.3 AMENDMENT NO.2 TO THE CREDIT AGREEMENT Exhibit 10.3 AMENDMENT NO. 2 Amendment No. 2, dated as of October 14, 2005 ("Amendment No. 2"), by and among LIFEPOINT HOSPITALS, INC. (formerly known as LAKERS HOLDING CORP.), a Delaware corporation ("Borrower"), the Lenders party hereto, CITICORP NORTH AMERICA, INC., as administrative agent for the Lenders (the "Administrative Agent"), and BANK OF AMERICA, N.A., as Issuing Bank, to the Credit Agreement dated as of April 15, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the financial institutions listed on Schedule 2.01 thereto, as such Schedule may from time to time be supplemented and amended (the "Lenders"), the Administrative Agent, CIBC WORLD MARKETS CORP., BANK OF AMERICA, N.A., UBS SECURITIES LLC AND SUNTRUST BANK, as co-syndication agents, and CITIGROUP GLOBAL MARKETS INC., as sole lead arranger and sole bookrunner. Terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement. WHEREAS, the Borrower has requested that the Administrative Agent, the Requisite Lenders and the Issuing Bank (with respect to the amendment to Section 2.06(b)) amend certain provisions of the Credit Agreement; WHEREAS, the Administrative Agent, the Requisite Lenders and the Issuing Bank (with respect to the amendment to Section 2.06(b)) have considered and agreed to the Borrower's requests, upon the terms and conditions set forth in this Amendment No. 2; NOW, THEREFORE: SECTION 1. Amendments. (a) Section 1.01 of the Credit Agreement is hereby amended as follows: (i) The definition of "Permitted Convertible Debt" is hereby amended by (A) adding at the end of clause (3) thereof the following: "provided that such Indebtedness may include a provision permitting a holder thereof to convert or exchange or exercise such Indebtedness for cash in connection with a "fundamental change" (as such term is customarily used in a convertible debt security issued in a public or Rule 144A offering) so long as such cash payment is not effected until the consummation of the fundamental change and is subject to the limitations set forth in this Agreement and the other Loan Documents (including, without limitation, those relating to Defaults and Events of Default having occurred and being continuing; it being understood that the terms of such Indebtedness may provide for a default or event of default thereunder for failure to pay such cash);" and (B) adding immediately prior to the semicolon at the end of clause (4) thereof the following: "(including, without limitation, those relating to Defaults and Events of Default having occurred and being continuing; it being understood that such Indebtedness may provide for a default or event of default thereunder for failure to honor such repurchase or redemption)". (ii) The definition of "Permitted Refinancing" is hereby amended by adding at the end thereof the following: "For the avoidance of doubt, it is understood and agreed that the 3.25% Convertible Senior Subordinated Debentures due 2025 issued by the Borrower on August 10, 2005 shall be deemed to be a Permitted Refinancing." (b) Section 2.05(c)(iii) of the Credit Agreement is hereby amended by adding the words "or Permitted Acquisitions" immediately following the words "in capital assets". (c) Section 2.05(c)(iv) of the Credit Agreement is hereby amended by (A) adding after the phrase "repair, replace or restore any Property in respect of which such Net Proceeds were paid" the following: "(or reimburse the Borrower or its Subsidiaries for the funds spent for this purpose) and (B) adding after the phrase "fund the substitution of other Property used or usable in the business of Borrower or the Subsidiaries" the following: "(or reimburse the Borrower or its Subsidiaries for the funds spent for this purpose)". (d) Section 2.06(b) of the Credit Agreement is hereby amended by deleting the amount "50,000,000" and replacing it with the amount "75,000,000". (e) Section 5.01(g) of the Credit Agreement is hereby amended by adding immediately preceding the semicolon at the end thereof the following: "(provided that any such report on Form 8-K which is filed with and available on the SEC's EDGAR system shall be deemed delivered to each Lender and the Administrative Agent at the time of filing thereof)". (f) Clause (z) of Section 6.01(xi) of the Credit Agreement is hereby amended by adding after the words "principal amount of such Permitted Subordinated Indebtedness" the following: "(except for Permitted Subordinated Indebtedness the proceeds of which are used for the prepayment of the Term B Loans)". (g) Section 6.05(xiv) of the Credit Agreement is hereby amended by deleting the amount "$300,000,000" appearing therein and replacing it with the amount "$600,000,000". (h) Section 6.07(vii) of the Credit Agreement is hereby amended (1) by adding immediately preceding the text in such Section "(x)"; (2) by deleting the proviso thereto in its entirety and (3) by adding immediately preceding the semicolon at the end of such section the following; "; provided that such amount may be increased by any amounts available (after giving to any increase pursuant hereto) under this clause (vii) for any prior Fiscal Year and not so used and (y) in addition to the foregoing clause (x), so long as no Default shall have occurred and be continuing and so long as after giving effect thereto the Senior Leverage Ratio is less than 2.0:1.0 and the Total Leverage Ratio is less than 3.5:1.0, repurchases, redemptions or repayments of Subordinated Debt not to exceed $150,000,000 in the aggregate since the Effective Date. (i) Section 6.10(b) of the Credit Agreement is hereby amended by (A) deleting clauses (i) and (ii) of the proviso thereto and replacing them with the following: "(i) the Loan Parties may make prepayments, repurchases or redemptions of Subordinated Debt to the extent permitted by Section 6.07(vii)", (B) renumbering clause "(iii)" as clause "(ii)" and (C) renumbering clause "(iv)" as clause "(iii)" and deleting therein the words "Province 2008 Notes" and replacing them with the words "the Province Notes". -2- (j) Section 6.14 of the Credit Agreement is hereby amended by adding immediately preceding the closing parenthetical in the phrase "of consolidated net revenues (excluding revenues associated with an insurance plan)" (in both places where such phrase appears) the words "and including revenues from discontinued operations". SECTION 2. Representations, Warranties and Covenants. The Loan Parties represent, warrant and covenant to the Administrative Agent that: (a) this Amendment No. 2 has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of each Loan Party party hereto, enforceable against such Loan Party in accordance with its terms; (b) after giving effect to this Amendment No. 2, the representations and warranties set forth in Article III of the Credit Agreement and the other Loan Documents will be true and correct with the same effect as if made on and as of the date hereof (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and (c) no Default or Event of Default has occurred and is continuing. SECTION 3. Conditions to Effectiveness. This Amendment No. 2 shall become effective when: (a) the Administrative Agent shall have received counterparts of this Amendment No. 2 that, when taken together, bear the signatures of the Requisite Lenders, the Issuing Bank and the Loan Parties; and (b) all fees and expenses required to be paid or reimbursed by Borrower pursuant to the Credit Agreement, including all invoiced fees and expenses of counsel to the Administrative Agent shall have been paid or reimbursed, on or prior to effectiveness as applicable. SECTION 4. APPLICABLE LAW. THIS AMENDMENT NO. 2 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. SECTION 9.11 OF THE CREDIT AGREEMENT SHALL APPLY TO THIS AMENDMENT NO 2. SECTION 5. Credit Agreement; Loan Document. Except as expressly set forth herein, this Amendment No. 2 shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. For the avoidance of doubt, this Amendment No. 2 shall be deemed to be a "Loan Document" within the meaning of the Credit Agreement. SECTION 6. Counterparts. This Amendment No. 2 may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one agreement. Delivery of an executed counterpart of a signature -3- page of this Amendment No. 2 by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Amendment No. 2. [Signature Pages Follow] -4- IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed by their authorized officers as of the date set forth above. LIFEPOINT HOSPITALS, INC. By: /s/ Michael J. Culotta ------------------------------------ Name: Michael J. Culotta Title: Chief Financial Officer EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO (other than LifePoint Asset Management Company, Inc.) By: /s/ William F. Carpenter III ------------------------------------ Name: William F. Carpenter III Title: Authorized Signatory LIFEPOINT ASSET MANAGEMENT COMPANY, INC. By: /s/ Mary Kim E. Shipp ------------------------------------ Name: Mary Kim E. Shipp Title: Authorized Signatory CONSENTED TO: CITICORP NORTH AMERICA, INC., as Administrative Agent By: /s/ Richard Zagnes ------------------------------------ Name: Richard Zagnes Title: Managing Director BANK OF AMERICA, N.A., as Issuing Bank (with respect to the amendment to Section 2.06(b)) By: /s/ Peter D. Griffith ------------------------------------ Name: Peter D. Griffith Title: Senior Vice President CITICORP NORTH AMERICA, INC., as a Lender By: /s/ David E. Graber ------------------------------------ Name: David E. Graber Title: Attorney-In-Fact Raymond James Bank, F.B. as a Lender By: /s/ Thomas F. Macier ------------------------------------ Name: Thomas F. Macier Title: Senior Vice President SunTrust Bank, as a Lender By: /s/ Mark D. Mattson ------------------------------------ Name: Mark D. Mattson Title: Managing Director Franklin CLO I, Limited, as a Lender By: /s/ David Ardini ------------------------------------ Name: David Ardini 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 -2- FRANKLIN STRATEGIC INCOME FUND (CANADA), as a Lender By: /s/ Madeline Lam ------------------------------------ Name: Madeline Lam Title: Assistant Vice President Merrill Lynch Capital Corp., as a Lender By: /s/ Michael E. O'Brian ------------------------------------ Name: Michael E. O'Brian Title: Vice President Fifth Third Bank, N.A., as a Lender By: /s/ Sandy Hamrick ------------------------------------ Name: Sandy Hamrick Title: Vice President EMERALD ORCHARD LIMITED, as a Lender By: /s/ Denton Robinson ------------------------------------ Name: Denton Robinson Title: Loan Closer Malibu CBNA Loan Funding LLC, for itself or as agent for Malibu CFPI Loan Funding LLC, as a Lender By: /s/ Beata Konopko ------------------------------------ Name: Beata Konopko Title: As Attorney-In-Fact Trumbull THC2 Loan Funding LLC, for itself or as agent for Trumbull THC2 CFPI Loan Funding LLC, as a Lender By: /s/ Beata Konopko ------------------------------------ Name: Beata Konopko Title: As Attorney-In-Fact Stedman CBNA Loan Funding LLC, for itself or as agent for Stedman CFPI Loan Funding LLC, as a Lender By: /s/ Beata Konopko ------------------------------------ Name: Beata Konopko Title: As Attorney-In-Fact -3- Bushnell CBNA Loan Funding LLC, for itself or as agent for Bushnell CFPI Loan Funding LLC, as a Lender By: /s/ Beata Konopko ------------------------------------ Name: Beata Konopko Title: As Attorney-In-Fact HARBOUR TOWN FUNDING LLC, as a Lender BY: /s/ M. Cristina Higgins ------------------------------------ Name: M. Cristina Higgins Title: Assistant Vice President LONG LANE MASTER TRUST IV, as a Lender BY: /s/ M. Cristina Higgins ------------------------------------ Name: M. Cristina Higgins Title: Assistant Vice President New York Life Insurance Company, as a Lender BY: /s/ Robert H. Dial ------------------------------------ Name: Robert H. Dial Title: Vice President New York Life Insurance and Annuity Corporation By: New York Life Investment Management LLC, its Investment Manager, as a Lender BY: /s/ Robert H. Dial ------------------------------------ Name: Robert H. Dial Title: Managing Director NYLIM Institutional Floating Rate Fund L.P. BY: New York Life Investment Management, LLC, its Investment Manager, as a Lender BY: /s/ Robert H. Dial ------------------------------------ Name: Robert H. Dial Title: Managing Director MainStay Floating Rate Fund, a series of Eclipse Funds, Inc. By: New York Life Investment Management LLC, as a Lender BY: /s/ Robert H. Dial ------------------------------------ Name: Robert H. Dial Title: Managing Director -4- MainStay VP Floating Rate Portfolio, a series of MainStay VP Series Fund, Inc., as a Lender By: New York Life Investment Management LLC By: /s/ Robert H. Dial ------------------------------------ Name: Robert H. Dial Title: Managing Director ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD. By: Ares Enhanced Loan Management, L.P., Investment Manager By: Ares Enhances Loan GP, LLC Its General Partner By: /s/ Jeff M. Moore ------------------------------------ Name: Jeff M. Moore Title: Vice President ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD. By: Ares Enhanced Loan Management II, L.P., Investment Manager By: Ares Enhanced Loan GP II, LLC Its General Partner By: /s/ Jeff M. Moore ------------------------------------ Name: Jeff M. Moore Title: Vice President ARES IIR CLO Ltd. By: Ares CLO Management IIR, L.P., Investment Manager By: Ares CLO GP IIR, LLC Its General Partner By: /s/ Jeff M. Moore ------------------------------------ Name: Jeff M. Moore Title: Vice President -5- Ares IV CLO, Ltd. By: Ares CLO Management IV, L.P., Investment Manager By: Ares CLO GP IV, LLC, Its Managing Member By: /s/ Jeff M. Moore ------------------------------------ Name: Jeff M. Moore Title: Vice President Ares V CLO, Ltd. By: Ares CLO Management V, L.P., Investment Manager By: Ares CLO GP V, LLC, Its Managing Member By: /s/ Jeff M. Moore ------------------------------------ Name: Jeff M. Moore Title: Vice President Ares VI CLO, Ltd. By: Ares CLO Management VI, L.P., Investment Manager By: Ares CLO GP VI, LLC, Its Managing Member By: /s/ Jeff M. Moore ------------------------------------ Name: Jeff M. Moore 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 By: /s/ Jeff M. Moore ------------------------------------ Name: Jeff M. Moore Title: Vice President -6- Ares VIII CLO, Ltd. By: Ares CLO Management VIII, L.P., Investment Manager By: Ares CLO GP VIII, LLC, Its General Partner By: /s/ Jeff M. Moore ------------------------------------ Name: Jeff M. Moore 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 By: /s/ Jeff M. Moore ------------------------------------ Name: Jeff M. Moore Title: Vice President Ares X CLO, Ltd. By: Ares CLO Management X, L.P., Investment Manager By: Ares CLO GP X, LLC, Its General Partner By: /s/ Jeff M. Moore ------------------------------------ Name: Jeff M. Moore Title: Vice President Citicorp Financial Products, as a Lender By: /s/ Janet Wallace-Himmler ------------------------------------ Name: Janet Wallace-Himmler Title: Authorized Signatory -7- Black Diamond CLO 2005-2 Ltd. By: Black Diamond Capital Management, L.L.C., As Its Collateral Manager, as a Lender By: /s/ James J. Zenni, Jr. ------------------------------------ Name: James J. Zenni, Jr. Title: President & Manager Partner Black Diamond Capital Management, L.L.C. Sankaty Advisors, LLC as Collateral Manager for Prospect Funding I, LLC as Term Lender, as a Lender By: /s/ Timothy Barns ------------------------------------ Name: Timothy Barns Title: Senior Vice President Katonah IV, LTD. by Sankaty Advisors LLC as Sub-Advisors, as a Lender By: /s/ Timothy Barns ------------------------------------ Name: Timothy Barns Title: Senior Vice President Katonah III, LTD. by Sankaty Advisors LLC as Sub-Advisors, as a Lender By: /s/ Timothy Barns ------------------------------------ Name: Timothy Barns Title: Senior Vice President Katonah II, LTD. by Sankaty Advisors LLC as Sub-Advisors, as a Lender By: /s/ Timothy Barns ------------------------------------ Name: Timothy Barns Title: Senior Vice President Chatham Light II CLO, Limited, by Sankaty Advisors, LLC as Collateral Manager, as a Lender By: /s/ Timothy Barns ------------------------------------ Name: Timothy Barns Title: Senior Vice President -8- Sankaty Advisors, LLC as Collateral Manager for Loan Funding XI LLC, as Term Lender By: /s/ Timothy Barns ------------------------------------ Name: Timothy Barns Title: Senior Vice President Sankaty Advisors, LLC as Collateral Manager for AVERY POINT CLO, LTD., as Term Lender By: /s/ Timothy Barns ------------------------------------ Name: Timothy Barns Title: Senior Vice President Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO Limited, as Term Lender, as a Lender By: /s/ Timothy Barns ------------------------------------ Name: Timothy Barns Title: Senior Vice President Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender, as a Lender By: /s/ Timothy Barns ------------------------------------ Name: Timothy Barns Title: Senior Vice President Sankaty Advisors, LLC as Collateral Manager for Castle Hill III CLO, Limited, as Term Lender By: /s/ Timothy Barns ------------------------------------ Name: Timothy Barns Title: Senior Vice President Sankaty Advisors, LLC as Collateral Manager for Castle Hill I - INGOTS, Ltd., as Term Lender By: /s/ Timothy Barns ------------------------------------ Name: Timothy Barns Title: Senior Vice President Sankaty Advisors, LLC as Collateral Manager for Prospect Funding I, LLC, as Term Lender -9- By: /s/ Timothy Barns ------------------------------------ Name: Timothy Barns Title: Senior Vice President Katonah IV, LTD. by Sankaty Advisors LLC as Sub-Advisors, as a Lender By: /s/ Timothy Barns ------------------------------------ Name: Timothy Barns Title: Senior Vice President Katonah III, LTD. by Sankaty Advisors LLC as Sub-Advisors, as a Lender By: /s/ Timothy Barns ------------------------------------ Name: Timothy Barns Title: Senior Vice President Katonah II, LTD. by Sankaty Advisors LLC as Sub-Advisors, as a Lender By: /s/ Timothy Barns ------------------------------------ Name: Timothy Barns Title: Senior Vice President Chatham Light II CLO, Limited, by Sankaty Advisors, LLC as Collateral Manager, as a Lender By: /s/ Timothy Barns ------------------------------------ Name: Timothy Barns Title: Senior Vice President Sankaty Advisors, LLC as Collateral Manager for Loan Funding XI LLC, as Term Lender By: /s/ Timothy Barns ------------------------------------ Name: Timothy Barns Title: Senior Vice President Sankaty Advisors, LLC as Collateral Manager for AVERY POINT CLO, LTD., as Term Lender, as a Lender By: /s/ Timothy Barns ------------------------------------ Name: Timothy Barns Title: Senior Vice President Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO Limited, as Term Lender -10- By: /s/ Timothy Barns ------------------------------------ Name: Timothy Barns Title: Senior Vice President Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender By: /s/ Timothy Barns ------------------------------------ Name: Timothy Barns Title: Senior Vice President Sankaty Advisors, LLC as Collateral Manager for Castle Hill III CLO, Limited, as Term Lender By: /s/ Timothy Barns ------------------------------------ Name: Timothy Barns Title: Senior Vice President Sankaty Advisors, LLC as Collateral Manager for Castle Hill I - INGOTS, Ltd., as Term Lender By: /s/ Timothy Barns ------------------------------------ Name: Timothy Barns Title: Senior Vice President General Electric Capital Corporation, as a Lender By: /s/ David P. Campbell ------------------------------------ Name: David P. Campbell Title: Its Duly Authorized Signatory WIND RIVER CLO I LTD. By McDonnell Investment Management, LLC, as Manager, as a Lender By: /s/ Kathleen A. Zarn ------------------------------------ Name: Kathleen A. Zarn Title: Vice President WIND RIVER CLO II - TATE INVESTORS, LTD. By McDonnell Investment Management, LLC, as Manager, as a Lender By: /s/ Kathleen A. Zarn ------------------------------------ Name: Kathleen A. Zarn Title: Vice President -11- MCDONNELL LOAN OPPORTUNITY LTD By McDonnell Investment Management, LLC, as Investment Manager, as a Lender By: /s/ Kathleen A. Zarn ------------------------------------ Name: Kathleen A. Zarn Title: Vice President BANK OF AMERICA, N.A., as a Lender By: /s/ Peter D. Griffith ------------------------------------ Name: Peter D. Griffith Title: Senior Vice President Atrium III, as a Lender By: /s/ David H. Lerner ------------------------------------ Name: David H. Lerner Title: Authorized Signatory Atrium IVI, as a Lender By: /s/ David H. Lerner ------------------------------------ Name: David H. Lerner Title: Authorized Signatory Castle Garden, as a Lender By: /s/ David H. Lerner ------------------------------------ Name: David H. Lerner Title: Authorized Signatory CSAM SLF, as a Lender By: /s/ David H. Lerner ------------------------------------ Name: David H. Lerner Title: Authorized Signatory Atrium CDO, as a Lender By: /s/ David H. Lerner ------------------------------------ Name: David H. Lerner Title: Authorized Signatory CSAM Funding II, as a Lender -12- By: /s/ David H. Lerner ------------------------------------ Name: David H. Lerner Title: Authorized Signatory CSAM Funding I as a Lender By: /s/ David H. Lerner ------------------------------------ Name: David H. Lerner Title: Authorized Signatory Robson Trust, as a Lender By: /s/ David H. Lerner ------------------------------------ Name: David H. Lerner Title: Authorized Signatory Hewett's Island CDO, Ltd. By: Cypress Tree Investment Management Company, Inc. as Portfolio Manager, as a Lender By: /s/ Preston I. Carnes, Jr. ------------------------------------ Name: Preston I. Carnes, Jr. Title: Managing Director Hewett's Island CLO III, Ltd. By: Cypress Tree Investment Management Company, Inc. as Portfolio Manager, as a Lender By: /s/ John . Frabotta ------------------------------------ Name: John Frabotta Title: Managing Director INVESTORS BANK & TRUST COMPANY AS SUB-CUSTODIAN AGENT OF CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED, as a Lender By: /s/ John . Frabotta ------------------------------------ Name: John Frabotta Title: Managing Director By: /s/ Preston I. Carnes, Jr. ------------------------------------ Name: Preston I. Carnes, Jr. Title: Managing Director MASTER SENIOR FLOATING RATE TRUST, as a Lender -13- By: /s/ Santos Alex ------------------------------------ Name: Santos Alex Title: -14- Floating Rate Income Strategies Fund, Inc., as a Lender By: /s/ Santos Alex ------------------------------------ Name: Santos Alex Title: AMBROSIA TRUST By: Merrill Lynch Investment Managers, L.P., as Investment Manager, as a Lender By: /s/ Santos Alex ------------------------------------ Name: Santos Alex Title: Blue Square Funding Limited Series 3, as a Lender By: /s/ Deborah O'Keeffe ------------------------------------ Name: Deborah O'Keeffe Title: Vice President The Bank of New York, as a Lender By: /s/ Christopher Kordes ------------------------------------ Name: Christopher Kordes Title: Vice President Arabesque Trust By: Aladdin Capital Management, as a Lender By: /s/ William S. Luthans ------------------------------------ Name: William S. Luthans Title: Director Landmark CDO Ltd. By: Aladdin Capital Management, as a Lender By: /s/ William S. Luthans ------------------------------------ Name: William S. Luthans Title: Director Centurion CDO II, Ltd. By: RiverSource Inverstments, LLC as Collateral Manager, as a Lender By: /s/ Vincent Pham ------------------------------------ Name: Vincent Pham Title: Director - Operations -15- Centurion CDO III, Ltd. By: RiverSource Inverstments, LLC as Collateral Manager, as a Lender By: /s/ Vincent Pham ------------------------------------ Name: Vincent Pham Title: Director - Operations Centurion CDO IV, Ltd. By: RiverSource Inverstments, LLC as Collateral Manager, as a Lender By: /s/ Vincent Pham ------------------------------------ Name: Vincent Pham Title: Director - Operations Centurion CDO VII, Ltd. By: RiverSource Inverstments, LLC as Collateral Manager, as a Lender By: /s/ Vincent Pham ------------------------------------ Name: Vincent Pham Title: Director - Operations Centurion CDO 8, Limited By: RiverSource Inverstments, LLC as Collateral Manager, as a Lender By: /s/ Vincent Pham ------------------------------------ Name: Vincent Pham Title: Director - Operations Centurion CDO 9, Limited By: RiverSource Inverstments, LLC as Collateral Manager, as a Lender By: /s/ Vincent Pham ------------------------------------ Name: Vincent Pham Title: Director - Operations Centurion CDO 11, Limited By: RiverSource Inverstments, LLC as Collateral Manager, as a Lender By: /s/ Vincent Pham ------------------------------------ Name: Vincent Pham Title: Director - Operations -16- IDS Life Insurance Company By: RiverSource Inverstments, LLC as Collateral Manager, as a Lender By: /s/ Vincent Pham ------------------------------------ Name: Vincent Pham Title: Director - Operations Ameriprise Certificate Company By: RiverSource Inverstments, LLC as Collateral Manager, as a Lender By: /s/ Vincent Pham ------------------------------------ Name: Vincent Pham Title: Director - Operations Prospero GLO I, as a Lender By: /s/ Randy Watkins ------------------------------------ Name: Randy Watkins Title: Executive Director Veritas CLO II, as a Lender By: /s/ Randy Watkins ------------------------------------ Name: Randy Watkins Title: Executive Director Regions Bank, as a Lender By: /s/ Carol S. Geraghty ------------------------------------ Name: Carol S. Geraghty Title: Vice President Veritas CLO I, as a Lender By: /s/ Eric Hurshman ------------------------------------ Name: Eric Hurshman Title: Vice President Highland Loan Funding V Ltd., as a Lender By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc., Its General Partner By: /s/ Chad Schramek ------------------------------------ Name: Chad Schramek Title: Assistant Treasurer Strand Advisors Inc., General Partner of Highland Capital Management, L.P. -17- Restoration Funding CLO, LTD, as a Lender By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc., Its General Partner By: /s/ Chad Schramek ------------------------------------ Name: Chad Schramek Title: Assistant Treasurer Strand Advisors Inc., General Partner of Highland Capital Management, L.P. Loan Funding IV, LLC, as a Lender By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc., Its General Partner By: /s/ Chad Schramek ------------------------------------ Name: Chad Schramek Title: Assistant Treasurer Strand Advisors Inc., General Partner of Highland Capital Management, L.P. Loan Funding VII, LLC, as a Lender By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc., Its General Partner By: /s/ Chad Schramek ------------------------------------ Name: Chad Schramek Title: Assistant Treasurer Strand Advisors Inc., General Partner of Highland Capital Management, L.P. Southfork CLO, Ltd., as a Lender By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc., Its General Partner By: /s/ Chad Schramek ------------------------------------ Name: Chad Schramek Title: Assistant Treasurer Strand Advisors Inc., General Partner of Highland Capital Management, L.P. -18- Jasper CLO, Ltd., as a Lender By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc., Its General Partner By: /s/ Chad Schramek ------------------------------------ Name: Chad Schramek Title: Assistant Treasurer Strand Advisors Inc., General Partner of Highland Capital Management, L.P. ELF Funding Trust I, as a Lender By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc., Its General Partner By: /s/Chad Schramek ------------------------------------ Name: Chad Schramek Title: Assistant Treasurer Strand Advisors Inc., General Partner of Highland Capital Management, L.P. Gleneagles CLO, Ltd., as a Lender By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc., Its General Partner By: /s/ Chad Schramek ------------------------------------ Name: Chad Schramek Title: Assistant Treasurer Strand Advisors Inc., General Partner of Highland Capital Management, L.P. Highland Offshore Partners, L.P., as a Lender By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc., Its General Partner By: /s/ Chad Schramek ------------------------------------ Name: Chad Schramek Title: Assistant Treasurer Strand Advisors Inc., General Partner of Highland Capital Management, L.P. -19- Loan Star State Trust, as a Lender By: Highland Capital Management, L.P., As Collateral Manager By: Strand Advisors, Inc., Its General Partner 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, as a Lender By: Highland Capital Management, L.P., Its Investment Advisor By: Strand Advisors, Inc., Its General Partner 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, as a Lender By: Highland Capital Management, L.P., Its Investment Advisor By: Strand Advisors, Inc., Its General Partner By: /s/ Chad Schramek ------------------------------------ Name: Chad Schramek Title: Assistant Treasurer Strand Advisors Inc., General Partner of Highland Capital Management, L.P. KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ J.T. Taylor ------------------------------------ Name: J.T. Taylor Title: Senior Vice President MORGAN STANLEY PRIME INCOME TRUST, as a Lender By: /s/ Jinny K. Kim ------------------------------------ Name: J.T. Taylor Title: Vice President -20- L.A. FUNDING LLC, as a Lender By: /s/ M. Christina Higgins ------------------------------------ Name: M. Christina Higgins Title: Assistant Vice President PINEHURST TRADING, INC., as a Lender By: /s/ M. Christina Higgins ------------------------------------ Name: M. Christina Higgins Title: Assistant Vice President STANWICH LOAN FUNDING LLC, as a Lender By: /s/ M. Christina Higgins ------------------------------------ Name: M. Christina Higgins Title: Assistant Vice President AZURE FUNDING, as a Lender By: /s/ Greg Myers ------------------------------------ Name: Greg Myers Title: Trust Officer AS ATTORNEY-IN-FACT AVALON CAPITAL LTD. 3 By: INVESCO Senior Secured Management, Inc. As Asset Manager By: /s/ Thomas H.B. Ewald ------------------------------------ Name: Thomas H.B. Ewald Title: Authorized Signatory 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. Investment Advisor By: /s/ Thomas H.B. Ewald ------------------------------------ Name: Thomas H.B. Ewald Title: Authorized Signatory DIVERSIFIED CREDIT PORTFOLIO LTD. -21- By: INVESCO Senior Secured Management, Inc. as Investment Advisor By: /s/ Thomas H.B. Ewald ------------------------------------ Name: Thomas H.B. Ewald Title: Authorized Signatory AIM FLOATING RATE FUND By: INVESCO Senior Secured Management, Inc. as Sub-Adviser By: /s/ Thomas H.B. Ewald ------------------------------------ Name: Thomas H.B. Ewald Title: Authorized Signatory INVESCO EUROPEAN CDO I S.A. By: INVESCO Senior Secured Management, Inc. as Collateral Manager By: /s/ Thomas H.B. Ewald ------------------------------------ Name: Thomas H.B. Ewald Title: Authorized Signatory LOAN FUNDING IX LLC, for itself or 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 KATONAH V, LTD. By: INVESCO Senior Secured Management, Inc. as Investment Advisor By: /s/ Thomas H.B. Ewald ------------------------------------ Name: Thomas H.B. Ewald Title: Authorized Signatory MOSELLE CLO S.A. By: INVESCO Senior Secured Management, Inc. as Interim Collateral Manager By: /s/ Thomas H.B. Ewald ------------------------------------ Name: Thomas H.B. Ewald Title: Authorized Signatory SEQUILS-LIBERTY, LTD. By: INVESCO Senior Secured Management, Inc. as Collateral Manager -22- By: /s/ Thomas H.B. Ewald ------------------------------------ Name: Thomas H.B. Ewald Title: Authorized Signatory -23- SAGAMORE 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 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 Franklin CLO I, Limited, as a Lender By: /s/ David Ardini ------------------------------------ Name: David Ardini Title: Vice President Franklin CLO II, Limited, as a Lender By: /s/ David Ardini ------------------------------------ Name: David Ardini Title: Vice President Aetna Life Insurance Company, as a Lender By: /s/ Alan C. Petersen ------------------------------------ Name: Alan C. Petersen Title: Investment Manager KINGSLAND I, LTD., as a Lender By: /s/ Vincent Siino ------------------------------------ Name: Vincent Siino Title: Director of Portfolio Admin. Kingsland Capital Management, LLC, as Manager -24- UBS Loan Finance LLC, as a Lender By: /s/ Wilfred V. Saint ------------------------------------ Name: Wilfred V. Saint Title: Director, Banking Products Services, US By: /s/ Richard L. Tavrow ------------------------------------ Name: Richard L. Tavrow Title: Director, Banking Products Services, US UBS AG, Stamford Branch, as a Lender By: /s/ Wilfred V. Saint ------------------------------------ Name: Wilfred V. Saint Title: Director, Banking Products Services, US By: /s/Richard L. Tavrow ------------------------------------ Name: Richard L. Tavrow Title: Director, Banking Products Services, US Sovereign Bank, as a Lender By: /s/ Amanda Rich ------------------------------------ Name: Amanda Rich Title: Vice President Braymoor & Co. By: Bear Stearns Asset Management, Inc. as its attorney-in-fact, as a Lender By: /s/ Niall D. Rosenzweig ------------------------------------ Name: Niall D. Rosenzweig Title: Managing Director Bear Stearns Loan Trust By: Bear Stearns Asset Management, Inc. as its attorney-in-fact, as a Lender By: /s/ Niall D. Rosenzweig ------------------------------------ Name: Niall D. Rosenzweig Title: Managing Director GALLATIN CLO II 2005-1 LTD. BY: BEAR STEARNS ASSET MANAGEMENT, INC. AS ITS COLLATERAL MANAGER, as a Lender -25- By: /s/ Niall D. Rosenzweig ------------------------------------ Name: Niall D. Rosenzweig Title: Managing Director VAN KAMPEN SENIOR LOAN FUND BY: Van Kampen Asset Management, as a Lender By: /s/ Christina Jamieson ------------------------------------ Name: Christina Jamieson Title: Executive Director VAN KAMPEN SENIOR INCOME TRUST BY: Van Kampen Asset Management, as a Lender By: /s/ Christina Jamieson ------------------------------------ Name: Christina Jamieson Title: Executive Director Kitty Hawk Trust BY: Morgan Stanley Investment Management Inc., as Investment Manager By: /s/ Christina Jamieson ------------------------------------ Name: Christina Jamieson Title: Executive Director LIGHTPOINT CLO 2004-1, LTD. LIGHTPOINT CLO III, LTD. LIGHTPOINT CLO IV, LTD., as an Investor By: /s/ Colin Donlon ------------------------------------ Name: Colin Donlon Title: Vice President Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO V, LTD., or an affiliate By: /s/ Nicole D. Kouba ------------------------------------ Name: Nicole D. Kouba Title: Vice President Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO I, LTD., or an affiliate By: /s/ Nicole D. Kouba ------------------------------------ Name: Nicole D. Kouba Title: Vice President -26- Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO II, LTD., or an affiliate By: /s/ Nicole D. Kouba ------------------------------------ Name: Nicole D. Kouba Title: Vice President Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO III, LTD., or an affiliate By: /s/ Nicole D. Kouba ------------------------------------ Name: Nicole D. Kouba Title: Vice President Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO IV, LTD., or an affiliate By: /s/ Nicole D. Kouba ------------------------------------ Name: Nicole D. Kouba Title: Vice President Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO V, LTD., or an affiliate By: /s/ Nicole D. Kouba ------------------------------------ Name: Nicole D. Kouba Title: Vice President Granite Ventures I Ltd. By: Stone Tower Debt Advisors LLC, as its Collateral Manager, as a Lender By: /s/ Michael W. Delpercio ------------------------------------ Name: Michael W. Delpercio Title: Authorized Signatory Stone Tower CLO III Ltd. By: Stone Tower Debt Advisors LLC, as its Collateral Manager, as a Lender By: /s/ Michael W. Delpercio ------------------------------------ Name: Michael W. Delpercio Title: Authorized Signatory -27- Stone Tower CLO II Ltd. By: Stone Tower Debt Advisors LLC, as its Collateral Manager, as a Lender By: /s/ Michael W. Delpercio ------------------------------------ Name: Michael W. Delpercio Title: Authorized Signatory Stone Tower CLO IV Ltd. By: Stone Tower Debt Advisors LLC, as its Collateral Manager, as a Lender By: /s/ Michael W. Delpercio ------------------------------------ Name: Michael W. Delpercio Title: Authorized Signatory Granite Ventures II Ltd. By: Stone Tower Debt Advisors LLC, as its Collateral Manager, as a Lender By: /s/ Michael W. Delpercio ------------------------------------ Name: Michael W. Delpercio Title: Authorized Signatory Stone Tower CDO Ltd. By: Stone Tower Debt Advisors LLC, as its Collateral Manager, as a Lender By: /s/ Michael W. Delpercio ------------------------------------ Name: Michael W. Delpercio Title: Authorized Signatory National City Bank of Kentucky, as a Lender By: /s/ Deroy Scott ------------------------------------ Name: Deroy Scott Title: Senior Vice President CIBC Inc., as a Lender By: /s/ Gerald Girardi ------------------------------------ Name: Gerald Girardi Title: Authorized Signatory -28-