FIRST AMENDMENT TO THE CREDIT AGREEMENT
Exhibit 10.3
FIRST AMENDMENT TO THE CREDIT AGREEMENT
THIS FIRST AMENDMENT, dated as of November 17, 2003 (the “Amendment”), to the Credit Agreement, dated as of August 13, 2003 (the “Credit Agreement”), among CONCENTRA INC., a Delaware corporation (“Holdings”), CONCENTRA OPERATING CORPORATION, a Nevada corporation (the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”) and JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders thereunder (in such capacity, the “Administrative Agent”), is entered into by and among Holdings, the Borrower, the Lenders and the Administrative Agent.
W I T N E S S E T H:
WHEREAS, Holdings, the Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement;
WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement, as more fully described herein; and
WHEREAS, the Lenders are willing to agree to such amendment, but only upon the terms and subject to the conditions set forth herein;
NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as therein defined.
2. Amendments to Subsection 1.1. (a) The definition of “2002 Holdings Bridge Notes” contained in subsection 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows:
“ “2002 Holdings Bridge Notes”: the $55,000,000 unsecured senior bridge notes due 2004 (as such maturity date may be extended) issued by Holdings.”
(b) The definition of “2003 Senior Subordinated Note Indenture” contained in subsection 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows:
“ “2003 Senior Subordinated Note Indenture”: the indenture entered into by the Borrower, the Subsidiary Guarantors and The Bank of New York, as trustee thereunder, in connection with the issuance of the 2003 Senior Subordinated Notes, together with all instruments and other agreements entered into by the Borrower and the Subsidiary Guarantors in connection therewith, as the same may be amended, supplemented or otherwise modified from time to time in accordance with Section 7.9 (including pursuant to a supplement providing for an increase in the stated principal amount of $30,000,000 in the 2003 Senior Subordinated Notes (the “2003 Supplemental Indenture”)).”
(c) The definition of “2003 Senior Subordinated Notes” contained in subsection 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows:
“ “2003 Senior Subordinated Notes”: the $180,000,000 stated principal amount 9.5% Senior Subordinated Notes due 2010 issued by the Borrower pursuant to the 2003 Senior Subordinated Note Indenture, consisting of the original $150,000,000 stated principal amount Notes issued on August 13, 2003 and the additional $30,000,000 stated principal amount Notes issued pursuant to the 2003 Supplemental Indenture (the “2003 Supplemental Notes”).”
(d) The definition of “Permitted Equity Transactions” is hereby added to subsection 1.1 of the Credit Agreement, as follows:
“ “Permitted Equity Transactions”: any purchase or exchange between Holdings and a holder of its Capital Stock of one form of Holdings Capital Stock with or for another form thereof; provided, that (i) such transaction is a cashless transaction and (ii) no Default or Event of Default shall have occurred and be continuing.”
3. Amendment to Section 7.2. Subsection 7.2(f) of the Credit Agreement is hereby amended by replacing the amount of “$150,000,000” in clause (i) thereof with the amount of “$180,000,000”.
4. Amendment to Section 7.6. Section 7.6 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (c) thereof, (ii) replacing the “.” at the end of clause (d) with a “;” and (iii) adding the following:
“(e) Holdings may engage in Permitted Equity Transactions; and
(f) the Borrower may pay dividends to Holdings to permit Holdings to (a) redeem in full the Senior Discount Debentures upon the issuance of the 2003 Supplemental Notes or (b) refinance any loans or advances incurred in connection with Section 7.8(k) (it being acknowledged that this clause (f) shall permit dividends resulting from the re-classification of such loans or advances as dividends after the redemption of the Senior Discount Debentures).”
4. Amendment to Section 7.8. Section 7.8 of the Credit Agreement is hereby amended by (i) deleting the “and” at the end of clause (i) thereof, (ii) replacing the “.” at the end of clause (j) with a “;” and (iii) adding the following:
“(k) Investments by the Borrower in Holdings in the form of loans or advances to Holdings to finance its redemption of the Senior Discount Debentures upon the issuance of the 2003 Supplemental Notes; and
(l) Permitted Equity Transactions.”
6. Amendment to Section 7.9. Subsection 7.9(a) of the Credit Agreement is hereby amended by replacing the parenthetical therein with the following:
2
“(other than (i) the Redemption and (ii) such a payment, prepayment, repurchase or redemption of the Senior Discount Debentures (a) upon the issuance of the 2003 Supplemental Notes or (b) with the proceeds of any Senior Discount Debenture Refinancing),”
7. Amendment to Section 7.10. Section 7.10 is hereby amended by deleting the “and” and replacing it with “,” at the end of clause (i)(y) thereof and adding at the end of clause (ii)(B) the following:
“and upon issuance of the 2003 Supplemental Notes and (iii) Holdings may enter into a Permitted Equity Transaction.”
8. Amendment to Section 7.16. Subsection 7.16(b)(iii) is hereby amended by adding immediately after the words “Capital Stock” the following:
“(including in connection with a Permitted Equity Transaction)”
9. Amendment Fee. In consideration of the agreement of the Required Lenders to the amendments contained herein, Holdings and the Borrower agree to pay to each Lender (hereinafter, an “Executing Lender”) which executes and delivers this Amendment to the Administrative Agent or its counsel by 12:00 noon, New York City time, on November 17, 2003, an amendment fee in an amount equal to 0.05% of the aggregate amount of such Executing Lender’s Term Loans, Revolving Extensions of Credit and Available Revolving Commitments outstanding on the Effective Date (as defined below). The amendment fee shall be payable by the Borrower on the Effective Date in immediately available funds to the Administrative Agent on behalf of the applicable Executing Lender.
10. Conditions to Effectiveness of this Amendment. This Amendment shall become effective upon the date (the “Effective Date”) when the following conditions are satisfied:
(a) Amendment to Credit Agreement. The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered by Holdings and the Borrower, and executed and delivered or consented to by the Required Lenders;
(b) No Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the transactions contemplated herein; and
(c) Representations and Warranties. Each of the representations and warranties made by the Loan Parties in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date hereof, before and after giving effect to the effectiveness of this Amendment, as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate to a specific earlier date, in which case such representations and warranties were true and correct as of such earlier date.
11. Continuing Effect of the Credit Agreement. This Amendment shall not constitute an amendment or waiver of any provision of the Credit Agreement not expressly referred to herein
3
and shall not be construed as an amendment, waiver or consent to any further or future action on the part of the Loan Parties that would require an amendment, waiver or consent of the Lenders or Administrative Agent. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect.
12. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts (including by facsimile), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
13. Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
14. Integration. This Amendment and the other Loan Documents represent the agreement of the Loan Parties, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.
15. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
| CONCENTRA INC. | ||||
| By: | /s/ Richard A. Parr II | |||
| Name: | Richard A. Parr II | |||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||
| CONCENTRA OPERATING CORPORATION | ||||
| By: | /s/ Richard A. Parr II | |||
| Name: | Richard A. Parr II | |||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||
| JPMORGAN CHASE BANK, as Administrative Agent and a Lender | ||||
| By: | /s/ Gary L. Spevack | |||
| Name: | Gary L. Spevack | |||
| Title: | Vice President | |||
| Dryden Leveraged Loan CDO 2002-II By: Prudential Investment Management, Inc. as Collateral Manager, as Lender | ||||
| (name of institution) | ||||
| By: | /s/ B. Ross Smead | |||
| Name: | B. Ross Smead | |||
| Title: | ||||
| Dryden III Leveraged Loan CDO 2002 By: Prudential Investment Management, Inc. as Collateral Manager, as Lender | ||||
| (name of institution) | ||||
| By: | /s/ B. Dan Sand | |||
| Name: | B. Dan Sand | |||
| Title: | ||||
| Dryden IV-Leveraged Loan CDO 2003 By: Prudential Investment Management, Inc., as attorney-in-fact, as Lender | ||||
| (name of institution) | ||||
| By: | /s/ B. Dan Sand | |||
| Name: | B. Dan Sand | |||
| Title: | ||||
| Dryden V-Leveraged Loan CDO 2003 By: Prudential Investment Management, Inc., as attorney-in-fact, as Lender | ||||
| (name of institution) | ||||
| By: | /s/ B. Dan Sand | |||
| Name: | B. Dan Sand | |||
| Title: | ||||
| Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Fund, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ John H. Costello | |||
| Name: | John H. Costello | |||
| Title: | Assistant Treasurer | |||
| BALLYROCK CLO II Limited, By: BALLYROCK Investment Advisors LLC, as Collateral Manager, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Lisa Rymut | |||
| Name: | Lisa Rymut | |||
| Title: | Assistant Treasurer | |||
| BALLYROCK CDO I Limited, By: BALLYROCK Investment Advisors LLC, as Collateral Manager, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Lisa Rymut | |||
| Name: | Lisa Rymut | |||
| Title: | Assistant Treasurer | |||
| STANWICH LOAN FUNDING LLC, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Diana M. Himes | |||
| Name: | Diana M. Himes | |||
| Title: | Assistant Vice President | |||
| SRF TRADING, INC., as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Diana M. Himes | |||
| Name: | Diana M. Himes | |||
| Title: | Assistant Vice President | |||
| SRF 2000, INC., as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Diana M. Himes | |||
| Name: | Diana M. Himes | |||
| Title: | Assistant Vice President | |||
| PPM SPYGLASS FUNDING TRUST, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Diana M. Himes | |||
| Name: | Diana M. Himes | |||
| Title: | Authorized Agent | |||
| PPM SHADOW CREEK FUNDING LLC, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Diana M. Himes | |||
| Name: | Diana M. Himes | |||
| Title: | Assistant Vice President | |||
| HARBOUR TOWN FUNDING LLC, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Diana M. Himes | |||
| Name: | Diana M. Himes | |||
| Title: | Assistant Vice President | |||
| KZH SOLEIL-2 LLC, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Dorian Herrera | |||
| Name: | Dorian Herrera | |||
| Title: | Authorized Agent | |||
| Galaxy CLO 1999-1, Ltd By: AIG Global Investment Corp as Collateral Manager, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ John G. Lapham, III | |||
| Name: | John G. Lapham, III | |||
| Title: | Managing Director | |||
| LOAN FUNDING CORP, THC LTD., as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Michelle Manning | |||
| Name: | Michelle Manning | |||
| Title: | Attorney In Fact | |||
| , as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Michel Prince | |||
| Name: | Michel Prince, CFA | |||
| Title: | Vice President | |||
| ML CLO XV PILGRIM AMERICA (CAYMAN) LTD. | ||||
| By: | ING Investments, LLC as its investment manager, as a Lender (name of institution) | |||
| By: | /s/ Michel Prince | |||
| Name: | ||||
| Title: | ||||
| SEQUILS – PILGRIM I, LTD | ||||
| By: | ING Investments, LLC as its investment manager, as a Lender (name of institution) | |||
| By: | /s Michel Prince | |||
| Name: | ||||
| Title: | ||||
| Sankaty Advisors, Inc., as Collateral Manager for Brant Point CBO 1999-1 LTD., as Term Lender, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Diane J. Exter | |||
| Name: | Diane J. Exter | |||
| Title: | Managing Director Portfolio Manager | |||
| Sankaty Advisors, LLC., as Collateral Manager for Brant Point II CBO 2000-1 LTD., as Term Lender, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Diane J. Exter | |||
| Name: | Diane J. Exter | |||
| Title: | Managing Director Portfolio Manager | |||
| Sankaty Advisors, LLC, as Collateral Manager for Great Point CLO 1999-1 LTD., as Term Lender, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Diane J. Exter | |||
| Name: | Diane J. Exter | |||
| Title: | Managing Director Portfolio Manager | |||
| Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender, as a Lender | ||||
| (name of institution) | ||||
| 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, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Diane J. Exter | |||
| Name: | Diane J. Exter | |||
| Title: | Managing Director Portfolio Manager | |||
| Sankaty Advisors, LLC as Collateral Manager for Castle Hill I – INGOTS, Ltd., as Term Lender, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Diane J. Exter | |||
| Name: | Diane J. Exter | |||
| Title: | Managing Director Portfolio Manager | |||
| Sankaty Advisors, LLC, as Collateral Manager for Castle Hill II – INGOTS, Ltd., as Term Lender, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Diane J. Exter | |||
| Name: | Diane J. Exter | |||
| Title: | Managing Director Portfolio Manager | |||
| Sankaty Advisors, LLC, as Collateral Manager for Castle Hill III CLO, Limited, as Term Lender, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Diane J. Exter | |||
| Name: | Diane J. Exter | |||
| Title: | Managing Director Portfolio Manager | |||
| Sankaty Advisors, LLC as Collateral Manager for AVERY POINT CLO, LTD., as Term Lender, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Diane J. Exter | |||
| Name: | Diane J. Exter | |||
| Title: | Managing Director Portfolio Manager | |||
| Whitney Private Debt, L.P., as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Kevin J. Corley | |||
| Name: | Kevin J. Corley | |||
| Title: | Authorized Signatory | |||
| TRS CALLISTO, LLC, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Edward Schaffer | |||
| Name: | Edward Schaffer | |||
| Title: | Vice President | |||
| Morgan Stanley Prime Income Trust, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Elizabeth Bodisch | |||
| Name: | Elizabeth Bodisch | |||
| Title: | Authorized Signatory | |||
| COLUMBIA FLOATING RATE LIMITED LIABILITY COMPANY (f/k/a Stein Roe Floating Rate Limited Liability Company) | ||||
| By: | Columbia Management Advisors, Inc., As Advisor, as a Lender | |||
| (name of institution) | ||||
| By: | /s/ Brian J. Murphy | |||
| Name: | Brian J. Murphy | |||
| Title: | Vice President | |||
| COLUMBIA FLOATING RATE ADVANTAGE FUND (f/k/a Liberty Floating Rate Advantage Fund) Company) | ||||
| By: | Columbia Management Advisors, Inc., As Advisor, as a Lender | |||
| (name of institution) | ||||
| By: | /s/ Brian J. Murphy | |||
| Name: | Brian J. Murphy | |||
| Title: | Vice President | |||
| AURUM CLO 2002-1 LTD.
By: Columbia Management Advisors, Inc., (f/k/a Stein Roe & Farnham Incorporated), As Investment Manager, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Brian J. Murphy | |||
| Name: | Brian J. Murphy | |||
| Title: | Vice President | |||
| Mountain Capital CLO 11 Ltd., as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Chris Siddons | |||
| Name: | Chris Siddons | |||
| Title: | Director | |||
| Mountain Capital CLO 1 Ltd., as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Chris Siddons | |||
| Name: | Chris Siddons | |||
| Title: | Director | |||
| Carlyle High Yield Partners, L.P., as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Linda Pace | |||
| Name: | Linda Pace | |||
| Title: | Principal | |||
| Carlyle High Yield Partners II, Ltd., as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Linda Pace | |||
| Name: | Linda Pace | |||
| Title: | Principal | |||
| Carlyle High Yield Partners III, Ltd., as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Linda Pace | |||
| Name: | Linda Pace | |||
| Title: | Principal | |||
| Carlyle High Yield Partners IV, Ltd., as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Linda Pace | |||
| Name: | Linda Pace | |||
| Title: | Principal | |||
| Carlyle Loan Opportunity Fund, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Linda Pace | |||
| Name: | Linda Pace | |||
| Tktle: | Principal | |||
| OCTAGON INVESTMENT PARTNERS III, LTD. | ||||
| By: | Octagon Credit Investors, LLC as Portfolio Manager, as a Lender | |||
| (name of institution) | ||||
| By: | /s/ Andrew D. Gordon | |||
| Name: | Andrew D. Gordon | |||
| Title: | Portfolio Manager | |||
| OCTAGON INVESTMENT PARTNERS IV, LTD. | ||||
| By: | Octagon Credit Investors, LLC as collateral manager, as a Lender | |||
| (name of institution) | ||||
| By: | /s/ Andrew D. Gordon | |||
| Name: | Andrew D. Gordon | |||
| Title: | Portfolio Manager | |||
| OCTAGON INVESTMENT PARTNERS V, LTD. | ||||
| By: | Octagon Credit Investors, LLC as Portfolio Manager, as a Lender | |||
| (name of institution) | ||||
| By: | /s/ Andrew D. Gordon | |||
| Name: | Andrew D. Gordon | |||
| Title: | Portfolio Manager | |||
| OCTAGON INVESTMENT PARTNERS VI, LTD. | ||||
| By: | Octagon Credit Investors, LLC collateral manager, as a Lender | |||
| (name of institution) | ||||
| By: | /s/ Andrew D. Gordon | |||
| Name: | Andrew D. Gordon | |||
| Title: | Portfolio Manager | |||
| Tuscany CDO, Limited | ||||
| By: | PPM America, Inc., as Collateral Manager, as a Lender | |||
| (name of institution) | ||||
| By: | ||||
| Name: | David C. Wagner | |||
| Title: | Managing Director | |||
| Hanover Square CLO Ltd., as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Dean T. Criares | |||
| Name: | Dean T. Criares | |||
| Title: | Managing Director | |||
| Union Square CDO Ltd., as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Dean T. Criares | |||
| Name: | Dean T. Criares | |||
| Title: | Managing Director | |||
| Monument Park CDO Ltd., as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Dean T. Criares | |||
| Name: | Dean T. Criares | |||
| Title: | Managing Director | |||
| VAN KAMPEN SENIOR INCOME TRUST | ||||
| By: | Van Kampen Investment Advisory Corp., as a Lender | |||
| (name of institution) | ||||
| By: | /s/ Brad Langs | |||
| Name: | Brad Langs | |||
| Title: | Executive Director | |||
| VAN KAMPEN SENIOR LOAN FUND | ||||
| By: | Van Kampen Investment Advisory Corp., as a Lender | |||
| (name of institution) | ||||
| By: | /s/ Brad Langs | |||
| Name: | Brad Langs | |||
| Title: | Executive Director | |||
| CSAM FUNDING II, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Andrew H. Marshak | |||
| Name: | Andrew H. Marshak | |||
| Title: | Authorized Signatory | |||
| FIRST DOMINION FUNDING III, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Andrew H. Marshak | |||
| Name: | Andrew H. Marshak | |||
| Title: | Authorized Signatory | |||
| CSAM FUNDING III, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Andrew H. Marshak | |||
| Name: | Andrew H. Marshak | |||
| Title: | Authorized Signatory | |||
| ATRIUM, CDO, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Andrew H. Marshak | |||
| Name: | Andrew H. Marshak | |||
| Title: | Authorized Signatory | |||
| Stanfield Arbitrage CDO, Ltd. | ||||
| By: | Stanfield Capital Partners LLC as its Collateral Manager, as a Lender | |||
| (name of institution) | ||||
| By: | /s/ Christopher E. Jansen | |||
| Name: | Christopher E. Jansen | |||
| Title: | Managing Partner | |||
| Windsor Loan Funding, Limited | ||||
| By: | Stanfield Capital Partners LLC as its Investment Manager, as a Lender | |||
| (name of institution) | ||||
| By: | /s/ Christopher E. Jansen | |||
| Name: | Christopher E. Jansen | |||
| Title: | Managing Partner | |||
| Stanfield Quattro CLO, Ltd. | ||||
| By: | Stanfield Capital Partners LLC As its Collateral Manager, as a Lender | |||
| (name of institution) | ||||
| By: | /s/ Christopher E. Jansen | |||
| Name: | Christopher E. Jansen | |||
| Title: | Managing Partner | |||
| Credit Lyonnais New York Branch, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Charles Heiosieck | |||
| Name: | Charles Heiosieck | |||
| Title: | Senior Vice President | |||
| Pacifica CDO II, Ltd. | ||||
| By: | Alcentra, Inc. as its Investment Manager, as a Lender | |||
| (name of institution) | ||||
| By: | /s/ Dean K. Kawai | |||
| Name: | Dean K. Kawai | |||
| Title: | Vice President | |||
| New York Life Insurance And Annuity Corporation, as a Lender | ||||
| (name of institution) | ||||
| By: | New York Life Investment Management LLC, its Investment Manager | |||
| By: | /s/ R. H. Diel | |||
| Name: | R.H. Diel | |||
| Title: | Director | |||
| ELF FUNDING TRUST III, as a Lender | ||||
| (name of institution) | ||||
| By: | New York Life Investment Management LLC, its Attorney-in-Fact | |||
| By: | /s/ R. H. Diel | |||
| Name: | R.H. Diel | |||
| Title: | Director | |||
| NYLIM FLATIRON CLO 2003-1 LTD., as a Lender | ||||
| (name of institution) | ||||
| By: | New York Life Investment Management LLC, as Collateral Manager and Attorney-in-Fact | |||
| By: | /s/ R. H. Diel | |||
| Name: | R.H. Diel | |||
| Title: | Director | |||
| GoldenTree Loan Opportunities I, Limited | ||||
| By: | GoldenTree Asset Management, LP, as a Lender | |||
| (name of institution) | ||||
| By: | /s/ Frederick S. Haddad | |||
| Name: | Frederick S. Haddad | |||
| Title: | Portfolio Manager | |||
| GoldenTree Loan Opportunities II, Limited | ||||
| By: | GoldenTree Asset Management, LP, as a Lender | |||
| (name of institution) | ||||
| By: | /s/ Frederick S. Haddad | |||
| Name: | Frederick S. Haddad | |||
| Title: | Portfolio Manager | |||
| SENIOR DEBT PORTFOLIO | ||||
| By: | Boston Management and Research as Investment Advisor, as a Lender | |||
| (name of institution) | ||||
| 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, as a Lender | |||
| (name of institution) | ||||
| By: | /s/ Michael B. Botthof | |||
| Name: | Michael B. Botthof | |||
| Title: | Michael B. Botthof | |||
| OXFORD STRATEGIC INCOME FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Michael B. Botthof | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| EATON VANCE CDO II, LTD. | ||||
| BY: | EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as a Lender | |||
| (name of institution) | ||||
| By: | /s/ Michael B. Botthof | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| EATON VANCE CDO IV, LTD. | ||||
| By: | EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as a Lender | |||
| (name of institution) | ||||
| By: | /s/ Michael B. Botthof | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| COSTANTINUS EATON VANCE CDO V, LTD. | ||||
| BY: | EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as a Lender | |||
| (name of institution) | ||||
| By: | /s/ Michael B. Botthof | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| GRAYSON & CO | ||||
| BY: | BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR, as a Lender | |||
| (name of institution) | ||||
| By: | /s/ Michael B. Botthof | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| BIG SKY SENIOR LOAN FUND, LTD. | ||||
| By: | EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as a Lender | |||
| (name of institution) | ||||
| 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, as a Lender | |||
| (name of institution) | ||||
| By: | /s/ Michael B. Botthof | |||
| Name: | Michael B. Botthof | |||
| Title: | Vice President | |||
| 1888 FUND, LTD., as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Kaitlin Trinh | |||
| Name: | Kaitlin Trinh | |||
| Title: | Fund Controller | |||
| MAGMA CDO LTD., as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Kaitlin Trinh | |||
| Name: | Kaitlin Trinh | |||
| Title: | Fund Controller | |||
| Deutsche Bank Trust Company Americas, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Scottye Lindsey | |||
| Name: | Scottye Lindsey | |||
| Title: | Vice President | |||
| APEX (Trimaran) CDO I, LTD. | ||||
| By: | Trimaran Advisors, L.L.C., as a Lender | |||
| (name of institution) | ||||
| By: | /s/ David M. Millison | |||
| Name: | David M. Millison | |||
| Title: | Managing Director | |||
| BANK ONE, N.A., as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Sharon Ellis | |||
| Name: | Sharon Ellis | |||
| Title: | Vice President | |||
| By: Callidus Debt Partners CLO Fund II, Ltd. | ||||
| By: Its Collateral Manager, Callidus Capital Management, LLC, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Mavis Taintor | |||
| Name: | Mavis Taintor | |||
| Title: | Managing Director | |||
| GULF STREAM— COMPASS CLO 2003–I, Ltd. by GULF STREAM ASSET MANAGEMENT, | ||||
| as Collateral Manager, as a Lender | ||||
| (name of institution) | ||||
| By: | /s/ Barry K. Love | |||
| Name: | Barry K. Love | |||
| Title: | Chief Credit Officer | |||
| ELC (CAYMAN) LTD. CDO SERIES 1999-I ELC (CAYMAN) LTD. 1999-II, as a Lender | ||||||
| (name of institution) | ||||||
| By: | /s/ David P. Wells | |
| Name: | David P. Wells, CFA | |||
| Title: | Managing Director | |||
| SIMSBURY CLO LIMITED as a Lender | ||||
| (name of institution) | ||||
| By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager | ||||
| By: | /s/ David P. Wells | |||
| Name: | David P. Wells, CFA | |||
| Title: | Managing Director | |||
| Citicorp North America, Inc., as a Lender (name of institution) | ||||
| By: | /s/ Eivind Hegelstad | |||
| Name: | Eivind Hegelstad | |||
| Title: | Vice President | |||
| Canyon Capital CDO 2001-1 Ltd. | ||||
| An exempted limited liability company incorporated Under the laws of the Cayman Islands | ||||
| By:
| Canyon Capital Advisors LLC a Delaware limited liability company, its Collateral Manager , as a Lender (name of institution) | |||
| By: | /s/ R. Christian B. Evensen | |||
| Name: | R. Christian B. Evensen | |||
| Title: | Managing Partner | |||
| Canyon Capital CDO 2002-1 LTD | ||||
| a California limited liablity company , as a Lender (name of institution) | ||||
| By: | /s/ R. Christian B. Evensen | |||
| Name: | R. Christian B. Evensen | |||
| Title: | Authorized Member | |||
| Toronto Dominion (New York) Inc. , as a Lender (name of institution) | ||||
| By: | /s/ Gwen Zirkle | |||
| Name: | Gwen Zirkle | |||
| Title: | Vice President | |||
| Trumbull THC, Ltd. as a Lender (name of institution) | ||||
| By: | /s/ Gwen Zirkle | |||
| Name: | Gwen Zirkle | |||
| Title: | Attorney in Fact |
| LCM I Limited Partnership By: Lyon Capital Management LLC, as Collateral Manager , as a Lender (name of institution) | ||||
| By: | /s/ Farboud Tavangar | |||
| Name: | Farboud Tavangar | |||
| Title: | Senior Portfolio Manager | |||
| LCM II Limited Partnership By: Lyon Capital Management LLC, as Attorney-in-Fact , as a Lender (name of institution) | ||||
| By: | /s/ Farboud Tavangar | |||
| Name: | Farboud Tavangar | |||
| Title: | Senior Portfolio Manager | |||
| Harbour View CLO IV, Ltd., as a Lender (name of institution) | ||||
| By: | /s/ Lisa Chaffee | |||
| Name: | Lisa Chaffee | |||
| Title: | Manager | |||
| Harbour View CLO V, Ltd., as a Lender (name of institution) | ||||
| By: | /s/ Lisa Chaffee | |||
| Name: | Lisa Chaffee | |||
| Title: | Manager | |||
| Oppenheimer Senior Floating Rate Fund, as a Lender (name of institution) | ||||
| By: | /s/ Lisa Chaffee | |||
| Name: | Lisa Chaffee | |||
| Title: | Manager |
| CREDIT SUISSE FIRST BOSTON, acting through its CAYMAN ISLANDS BRANCH, as a Lender (name of institution) | ||||
| By: | /s/ Joseph Adipietro | |||
| Name: | Joseph Adipietro | |||
| Title: | Director | |||
| By: | /s/ Joshua Parrish | |||
| Name: | Joshua Parrish | |||
| Title: | Associate | |||
| PUTNAM DIVERSIFIED INCOME TRUST, as a Lender (name of institution) | ||||
| By: | /s/ Beth Mazor | |||
| Name: | Beth Mazor | |||
| Title: | V.P. | |||
| PUTNAM MASTER INCOME TRUST, as a Lender (name of institution) | ||||
| By: | /s/ Beth Mazor | |||
| Name: | Beth Mazor | |||
| Title: | V.P. | |||
| PUTNAM MASTER INTERMEDIATE INCOME TRUST, as a Lender (name of institution) | ||||
| By: | /s/ Beth Mazor | |||
| Name: | Beth Mazor | |||
| Title: | V.P. | |||
| PUTNAM PREMIER INCOME TRUST, as a Lender (name of institution) | ||||
| By: | /s/ Beth Mazor | |||
| Name: | Beth Mazor | |||
| Title: | V.P. | |||
| PUTNAM VARIABLE TRUST—PVT DIVERSIFIED INCOME FUND, as a Lender (name of institution) | ||||
| By: | /s/ Beth Mazor | |||
| Name: | Beth Mazor | |||
| Title: | V.P. | |||
| PUTNAM HIGH YIELD ADVANTAGE FUND, as a Lender (name of institution) | ||||
| By: | /s/ Beth Mazor | |||
| Name: | Beth Mazor | |||
| Title: | V.P. | |||
| PUTNAM , VARIABLE TRUST—PVT HIGH YIELD FUND, as a Lender (name of institution) | ||||
| By: | /s/ Beth Mazor | |||
| Name: | Beth Mazor | |||
| Title: | V.P. | |||
