Amendment No. 1 dated as of September 26, 2005 to certain Credit Agreement, dated as of February 24, 2005
Contract Categories:
Business Finance
- Credit Agreements
EX-10.2 2 w14408exv10w2.txt AMENDMENT NO. 1 DATED AS OF SEPTEMBER 26, 2005 TO CERTAIN CREDIT AGREEMENT, DATED AS OF FEBRUARY 24, 2005 Exhibit 10.2 AMENDMENT NO. 1 AMENDMENT NO. 1 (this "Amendment"), dated as of September 26, 2005, to that certain Credit Agreement, dated as of February 24, 2005 (the "Credit Agreement"; capitalized terms used herein and not defined shall have the meanings set forth in the Credit Agreement), among SELECT MEDICAL HOLDINGS CORPORATION ("Holdings"), SELECT MEDICAL CORPORATION (the "Borrower"), JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent (the "Administrative Agent" and the "Collateral Agent" respectively), WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and CIBC INC., as Co-Documentation Agents, and the several banks and other financial institutions from time to time party thereto as lenders (the "Lenders"). WITNESSETH: WHEREAS, Section 9.02 of the Credit Agreement permits the Credit Agreement to be amended from time to time; NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION ONE. Amendments. (a) Section 1.01 of the Credit Agreement is hereby amended as follows: (1) by inserting the definitions of the following terms in the appropriate alphabetical order: "Qualified Holdings Floating Rate Notes" means the Senior Floating Rate Notes due 2015 to be issued by Holdings (and not supported by any Guarantee) in the aggregate principal amount of up to $175,000,000 and the Indebtedness represented thereby." "Qualified Holdings Floating Rate Notes Documents" means the indenture in respect of the Qualified Holdings Floating Rate Notes and all other instruments, agreements and other documents evidencing or governing the Qualified Holdings Floating Rate Notes." "Long Term Incentive Plan" means the Select Medical Holdings Corporation Long-Term Cash Incentive Plan as amended and as in effect on September 29, 2005. -2- (2) by deleting the words "that has not been" in clause (a) of the definition of "Available Amount", (3) in the definition of the term "Consolidated EBITDA", by (i) replacing the words "the Borrower and its subsidiaries" with the words "the Borrower, its subsidiaries and, solely for the purposes of calculating the Interest Expense Coverage Ratio under Section 6.12, Holdings," in clause (a)(i), (ii) replacing "and (xi)" in clause (a) with ", (xi)" and (iii) inserting at the end of clause (a)(xi) the words "(xii) solely for purposes of determining compliance with the Financial Performance Covenants, (A) any non-recurring fees, cash charges or other cash expenses incurred in connection with the issuance of the Qualified Holdings Floating Rate Notes and any related transactions in an aggregate amount not to exceed $4.0 million and (B) any payment required to be made under the Long Term Incentive Plan in an aggregate amount not to exceed $14.3 million, solely as a result of Restricted Payments made by Holdings pursuant to 6.08(a)(xvi)", (4) by inserting the words "Qualified Holdings Floating Rate Notes Documents," after the words "Senior Subordinated Notes Documents" in clause (e) of the definition of "Change in Control", and (5) by deleting clause (f) in the definition of the term "Transactions" and replacing it with "(f) the execution, delivery and performance by each Loan Party of the Senior Subordinated Notes Documents and, for purposes of Article III, the Qualified Holdings Floating Rate Notes Documents to which it is to be a party, the issuance of the Senior Subordinated Notes and, for purposes of Article III, the Qualified Holdings Floating Rate Notes and the use of the proceeds thereof,". (b) Section 5.01(d) of the Credit Agreement is hereby amended by inserting "commencing with the delivery of audited financial statements of the Borrower for the fiscal year ended December 31, 2005," before the word "concurrently"; (c) Section 6.01(a) of the Credit Agreement is hereby amended by (1) deleting "and" at the end of clause (xvii), (2) replacing the period at the end of clause (xviii) with "; and" and (c) inserting the following at the end thereof: "(xix) in the case of Holdings, the Qualified Holdings Floating Rate Notes." (d) Section 6.03(c) is hereby amended by (a) adding a closing parenthesis after the word "thereto" and before the period at the end thereof and (b) inserting a new sentence at the end thereof as follows: -3- "Notwithstanding the foregoing, Holdings shall be permitted to enter into transactions, engage in activities and maintain assets or incur liabilities in respect of the Qualified Holdings Floating Rate Notes or Swap Agreements related to Indebtedness of Holdings permitted hereunder." (e) Section 6.07 is hereby amended by inserting "Holdings," before the words "the Borrower" in clause (b) thereof. (f) Section 6.08(a) of the Credit Agreement is amended by (i) replacing clause (ix) thereof with the following: "(ix) the Borrower may make Restricted Payments to Holdings in an amount necessary to permit Holdings to pay (or to make Restricted Payments to allow a Parent to pay) interest in cash (including interest previously paid "in kind" or added to the principal amount thereof) on (x) Qualified Holdings Floating Rate Notes, (y) Holdings Senior Subordinated Notes or (z) additional Qualified Holdings Debt, but, in the case of this clause (z), only to the extent the proceeds (together with a pro rata portion of related transaction expenses paid from such proceeds) of such additional Qualified Holdings Debt were used to make Capital Expenditures (without giving effect to the proviso in the definition of the term "Capital Expenditures"), prepay Tranche B Term Loans, make Investments pursuant to Section 6.04(xvii) or repay, redeem, defease or otherwise refinance the Holdings Senior Subordinated Notes (or any Qualified Holdings Debt previously issued hereunder) or were Otherwise Applied, provided that (A) the Borrower has made all prepayments required pursuant to Section 2.11(d) prior to or contemporaneously with any such payment of interest, (B) no Default has occurred and is continuing or would result therefrom and (C) all Restricted Payments made pursuant to this clause (ix) are used by Holdings or a Parent for the purposes specified herein within 20 days of receipt thereof;" (ii) deleting the word "and" at the end of clause (xiv), (iii) replacing the period at the end of clause (xv) with a semicolon and by inserting new clauses (xvi) and (xvii) as follows: "(xvi) Holdings may make Restricted Payments with the Net Proceeds received by Holdings from any issuance of the Qualified Holdings Floating Rate Notes to the extent such Net Proceeds are not contributed or otherwise received by the Borrower or any of the Subsidiaries; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; and (xvii) the Borrower may make Restricted Payments to Holdings in amounts up to (i) $4.0 million to pay fees and expenses in connection with the issuance of the Qualified Holdings Floating Rate Notes and (ii) $14.3 million to pay obligations due under the Long Term Incentive Plan solely as a result of Restricted Payments made -4- pursuant to clause (xvi) above; provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom and (B) such Restricted Payments are used by Holdings for the purposes specified herein within 20 days of receipt thereof." (g) Section 6.10(b) is hereby amended by inserting the words "Qualified Holdings Debt, Qualified Holdings Floating Rate Notes Document" after the words "Senior Subordinated Notes Document" in clause (i) thereof. SECTION TWO. Conditions to Effectiveness. This Amendment shall become effective as of the date (the "Effective Date") when, and only when, (a) the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and the Required Lenders and (b) the Borrower has paid to the Administrative Agent for the account of each Lender which shall have executed this Amendment, an amendment fee equal to 0.05% of such Lender's Tranche B Commitments and Revolving Commitments. The effectiveness of this Amendment (other than Sections Five, Six and Seven hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section Three hereof. SECTION THREE. Representations and Warranties. In order to induce the Lenders and the Administrative Agent to enter into this Amendment, the Borrower represents and warrants to each of the Lenders and the Administrative Agent that, after giving effect to this Amendment, and both before and after giving effect to the transactions contemplated by this Amendment (a) no Default or Event of Default has occurred and is continuing; and (b) each of the representations and warranties made by each of the Loan Parties in or pursuant to the Loan Documents are true and correct in all material respects on and as of the date hereof as if made on the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). SECTION FOUR. Reference to and Effect on the Loan Documents. On and after the Effective Date, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof" or words of like import referring the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to "the Credit Agreement," "thereunder," "thereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment. The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. -5- SECTION FIVE. Costs, Expenses and Taxes. The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, if any (including, without limitation, the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel to the Lenders) in accordance with the terms of Section 9.03 of the Credit Agreement. SECTION SIX. Execution in Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment. SECTION SEVEN. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE CONSTRUED AND GOVERNED BY, IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. [Signature Pages Follow] SELECT MEDICAL CORPORATION, as the Borrower By: /s/ Michael E. Tarvin --------------------------------- Name: Michael E. Tarvin Title: Sr. Vice President General Counsel and Secretary SELECT MEDICAL HOLDINGS CORPORATION By: /s/ Michael E. Tarvin --------------------------------- Name: Michael E. Tarvin Title: Sr. Vice President General Counsel and Secretary JPMORGAN CHASE BANK, N.A., as Administrative Agent By: /s/ BRUCE BORDEN --------------------------------- Name: BRUCE BORDEN Title: VICE PRESIDENT Wachovia Bank, National Association, as Lender By: /s/ Richard Nelson --------------------------------- Name: Richard Nelson Title: Vice President MERRILL LYNCH CAPITAL CORPORATION, as Lender By: /s/ Michael E. O'Brien --------------------------------- Name: Michael E. O'Brien Title: Vice President CIBC INC., as Lender By: /s/ George Knight --------------------------------- Name: George Knight Title: Authorized Signatory CIBC Inc. PNC Bank, National Association, as Lender By: /s/ Marie T. Boyer --------------------------------- Name: Marie T. Boyer Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION, as Lender By: /s/ David R. Campbell --------------------------------- Name: David R. Campbell Title: Its Duly Authorized Signatory Citizens Bank of Pennsylvania, as Lender By: /s/ Joseph N. Butto --------------------------------- Name: Joseph N. Butto Title: Senior Vice President ING CAPITAL LLC, as Lender By: /s/ Mike Garvin --------------------------------- Name: Mike Garvin Title: Director Select Medical Corporation Credit Agreement BOLDWATER CREDIT OPPORTUNITIES MASTER FUND LP, as Lender By: Boldwater Capital Management LP, The Investment Manager By: /s/ Martin E. Kalisker -------------------------------- Name: Martin E. Kalisker Title: CFO Select Medical Corporation Credit Agreement 47th Street Funding II Inc. ---------------------------------------------, as Lender By: /s/ David M. Millison ----------------------------------------- Name: David M. Millison Title: Managing Director 1888 FUND, LTD. ---------------------------------------------, as Lender By: /s/ Kaitlin Trinh ----------------------------------------- Name: Kaitlin Trinh Title: Director Ameriprise Certificate Company By: RiverSource Investments, LLC as Collateral Manager ---------------------------------------------, as Lender By: /s/ Yvonne E. Stevens ----------------------------------------- Name: Yvonne E. Stevens Title: Senior Managing Director Aralesquer Trust ---------------------------------------------, as Lender By: /s/ William S. Watkins ----------------------------------------- Name: William S. Watkins Title: Authorized Signatory Atlas Capital Funding, Ltd. By Structured Asset Investors, LLC Its Investment Manager, as Lender By: /s/ Bryen P. McGrath ----------------------------------------- Name: Bryen P. McGrath Title: Vice President Atrium CDO ---------------------------------------------, as Lender By: /s/ ANDREW H. MARSHAK ----------------------------------------- Name: ANDREW H. MARSHAK Title: AUTHORIZED SIGNATORY Atrium IV --------------------------------------------- as Lender By: /s/ ANDREW H. MARSHAK ----------------------------------------- Name: ANDREW H. MARSHAK Title: AUTHORIZED SIGNATORY AUGUSTA TRADING LLC ---------------------------------------------, as Lender By: /s/ Anna M. Tallent ----------------------------------------- Name: Anna M. Tallent Title: Assistant Vice President AVENUE CLO II. LIMITED, --------------------------------------------- as Lender By: /s/ Richard D'Addario ----------------------------------------- Name: Richard D'Addario Title: Senior Portfolio Manager BABSON CLO LTD. 2004-I BABSON CLO LTD. 2004-II BABSON CLO LTD.2005-I SUFFIELD CLO, LIMITED By: Babson Capital Management LLC as Collateral Manager By: /s/ William A. Hayes ---------------------------------- Name: WILLIAM A. HAYES Title: Managing Director MAPLEWOOD (CAYMAN) LIMITED By: Babson Capital Management LLC as Investment Manager By: /s/ William A. Hayes ---------------------------------- Name: WILLIAM A. HAYES Title: Managing Director BILL & MELINDA GATES FOUNDATION By: Bahson Capital Management LLC as Investment Adviser By: /s/ William A. Hayes ---------------------------------- Name: WILLIAM A. HAYES Title: Managing Director Bank of America, N.A., as Lender By: /s/ Edward A. Hamilton ----------------------------------- Name: Edward A. Hamilton Title: Senior Vice President Bear Steams Institutional Loan Master Fund By: Bear Steams Asset Management Inc. As its attorney-in-fact -------------------------------------- as Lender By: /s/ Niall D. Rosenzweig ------------------------------------- Name: Niall D. Rosenzweig Title: Managing Director Braymoor & Co. By: Bear Steams Asset Management, Inc. as its attorney-In-fact -------------------------------------- as Lender By: /s/ Niall D. Rosenzweig ----------------------------------- Name: Niall D. Rosenzweig Title: Managing Director Bushnell CBNA Loan Funding LLC, for itself or as agent for Bushnell CFPI Loan Funding LLC. -------------------------------------- as Lender By: /s/ Beata Konoplco ----------------------------------- Name: Beata Konoplco Title: Attorney In Fact By: Calichus Debt Partner CLU Fund II, Ltd. By: Its Calichus Manager, Calichus Capital Management, LLC -------------------------------------- as Lender By: /s/ Wayne Mueller ----------------------------------- Name: Wayne Mueller Title: SENIOR MANAGING DIRECTOR [ILLEGIBLE] -------------------------------------- as Lender By: /s/ [ILLEGIBLE] ---------------------------------- Name: [ILLEGIBLE] Title: [ILLEGIBLE] Castle Garden -------------------------------------- as Lender By: /s/ Andrew H. Marshak ----------------------------------- Name: ANDREW H. MARSHAK Title: AUTHORIZED SIGNATORY NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. /s/ Centaurus Loan Trust AS ---------------------------- INVESTMENT ADVISER as Lender By: /s/ Elizabeth MacLean ----------------------------------- Name: Elizabeth MacLean Title: Director Centurion CDO II, Ltd. By: RiverSource Investments, LLC as Collateral Manager -------------------------------------- as Lender By: /s/ Vincent P. Pham ----------------------------------- Name: Vincent P. Pham Title: Director - Operations Centurion CDO VI, Ltd. By: RiverSource Investments, LLC as Collateral Manager ------------------------------------------- as Lender By: /s/ Vincent P. Pham --------------------- Name: Vincent P. Pham Title: Director - Operations Centurion CDO VII, Ltd. By: RiverSource Investments, LLC as Collateral Manager ----------------------------------------------- as Lender By: /s/ Vincent P. Pham -------------------------------------- Name: Vincent P. Pham Title: Director - Operations Centurion CDO 8, Limited By: RiverSource Investments, LLC as Collateral Manager ----------------------------------------------- as Lender By: /s/ Vincent P. Pham ----------------------------------------- Name: Vincent P. Pham Title: Director - Operations Centurion CDO 9, Limited By: RiverSource Investments, LLC as Collateral Manager ------------------------------------------------- as Lender By: /s/ Vincent P. Pham ------------------------------ Name: Vincent P. Pham Title: Director - Operations Citicorp North America, Inc. By: /s/ Rob Ziemer Address for notices to Citicorp North -------------------------- America, Inc. Name: Rob Ziemer Title: VP CITICORP NORTH AMERICA, INC. 390 Greenwich Street New York, NY 10013 Attention: Robert Ziemer, Global Loan Portfolio Management Facsimile ###-###-#### E-Mail Address: ***@*** NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. Clydesdale CLO 2003 Ltd. AS ------------------------------------ COLLATERAL MANAGER as Lender By: /s/ Elizabeth MacLean ---------------------------------- Name: Elizabeth MacLean Title: Director Clydesdale CLO 2004, Ltd. ------------------------------------ NOMURA CORPORATE RESEARCH as Lender AND ASSET MANAGEMENT INC. AS INVESTMENT MANAGER By: /s/ Elizabeth Maclean ---------------------------------- Name: Elizabeth Maclean Title: Director Clydesdale Strategic CLOI, Ltd. ------------------------------------ NOMURA CORPORATE RESEARCH as Lender AND ASSET MANAGEMENT INC. AS INVESTMENT MANAGER By: /s/ Elizabeth MacLean ---------------------------------- Name: Elizabeth MacLean Title: Director CONTINENTAL ASSURANCE COMPANY on behalf of its Separate Account (E) ------------------------------------------------- as Lender By: /s/ Marilou R. McGirr -------------------------------- Name: Marilou R. McGirr Title: Vice President and Assistant Treasurer Approved by Law Dep. By. MTC Date. 9-9-05 CONTINENTAL CASUALITY COMPANY ---------------------------------------------- as Lender By: /s/ Marilou R. McGirr -------------------------------------- Name: Marilou R. McGirr Title: Vice President and Assistant Treasurer Approved by Law Dep. By. MTC Date. 9-9-05 CSAM Funding II ---------------------------------------- as Lender By: /s/ ANDREW H. MARSHAK ---------------------------- Name: ANDREW H. MARSHAK Title: AUTHORIZED SIGNATORY CSAM Funding IV ---------------------------------------- as Lender By: /s/ ANDREW H. MARSHAK ---------------------------- Name: ANDREW H. MARSHAK Title: AUTHORIZED SIGNATORY CSAM SLF ---------------------------------------- as Lender By: /s/ ANDREW H. MARSHAK ---------------------------- Name: ANDREW H. MARSHAK Title: AUTHORIZED SIGNATORY DUNES FUNDING LLC ------------------------------------- as Lender By: /s/ Anna M. Tallent ----------------------------------- Name: Anna M. Tallent Title: Assistant Vice President EAGLE LOAN TRUST By: Stanfield Capital Partners, LLC as its Collateral Manager ------------------------------------ as Lender By: /s/ CHRISTOPHER E. JANSON ------------------------------------- Name: CHRISTOPHER E. JANSON Title: Managing Partner FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND, as Lender By: Four Corners Capital Management LLC, As Sub-Adviser By: /s/ ADAM BROWN ------------------------------------- Name: ADAM BROWN Title: Vice President FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II, as Lender By: Four Corners Capital Management LLC, As Sub-Adviser By: /s/ ADAM BROWN ------------------------------------- Name: ADAM BROWN Title: Vice President The Foothill Group, Inc. ---------------------------------------- as Lender By: /s/ Michael R. Bohannon ------------------------------------ Name: Michael R. Bohannon Title: S Vice President FOUR CORNERS CLO 2005-I, LTD., as Lender By: Four Corners Capital Management LLC, As Collateral Manager By: /s/ ADAM BROWN ----------------------------------- Name: ADAM BROWN Title: Vice President FORTRESS PORTFOLIO TRUST, as Lender By: Four Corners Capital Management LLC, As Investment Manager By: /s/ ADAM BROWN ------------------------------- Name: ADAM BROWN Title: Vice President FRIEDBERGMILSTEIN PRIVATE CAPITAL FUND I, as Lender By: /s/ Eric A. Green ---------------------------------------- Name: Eric A. Green Title: Senior Partner GALLATIN CLO II 2005-1 LTD. --------------------------------------------- as Lender By: /s/ Niall D. Rosenzweig ----------------------------------------- Name: Niall D. Rosenzweig Title: Managing Director Gallatin Funding I Ltd. By: Bear Stearns Asset Management Inc. as its Collateral Manager --------------------------------------------- as Lender By: /s/ Niall D. Rosenzweig ----------------------------------------- Name: Niall D. Rosenzweig Title: Managing Director Grayston CLO II 2004-1 LTD. By: Bear Stearns Asset Management, Inc., as its Collateral Manager --------------------------------------------- as Lender By: /s/ Niall D. Rosenzweig ----------------------------------------- Name: Niall D. Rosenzweig Title: Managing Director GOLDMAN SACHS CREDIT PARTNERS,L.P., --------------------------------------------- as Lender By: /s/ Pedro Remirez ----------------------------------------- Name: Pedro Remirez Title: Authorized Signatory GREEN LANE CLO LTD. --------------------------------------------- as Lender By: /s/ Kaitlin Trinh ----------------------------------------- Name: Kaitlin Trinh Title: Director Halcyon Structured Opportunities Fund L.P. By Halcyon Structured Asset Management L.P. Its Investment Manager --------------------------------------------- as Lender By: /s/ James Pasquarell ----------------------------------------- Name: James Pasquarell Title: Chief Financial Officer HANOVER SQUARE CLO LTD. BY: BLACKSTONE DEBT ADVISORS L.P. AS COLLATERAL MANAGER --------------------------------------------- as Lender By: /s/ Dean T. Criares ----------------------------------------- Name: DEAN T. CRIARES Title: Managing Director March CLO II Limited --------------------------------------------- as Lender By: /s/ Michael E. Lewitt ----------------------------------------- Name: Michael E. Lewitt Title: AUTHORISED SIGNATORY IDS Life Insurance Company By: RiverSource Investments, LLC as Collateral Manager --------------------------------------------- as Lender By: /s/ Yvonne E. Stevens ----------------------------------------- Name: Yvonne E. Stevens Title: Senior Managing Director ING PRIME RATE TRUST By: ING Investment Management Co. as its Investment Manager By: /s/ Michel Prince, CFA ----------------------------------------- Name: Michel Prince, CFA Title: Senior Vice President ING Investment Management Co. as its Investment Manager By: /s/ Michel Prince, CFA ----------------------------------------- Name: Michel Prince, CFA Title: Senior Vice President JPMORGAN CHASE BANK, N.A., as Lender By: /s/ BRUCE BORDEN ---------------------------- Name: BRUCE BORDEN Title: VICE PRESIDENT J.P. MORGAN WHITEFRIARS INC., as Lender By: /s/ Jason Boyer ------------------------------ Name: Jason Boyer, Associate Title: Kingsland [Vincent Siino] Ltd., as Lender By: /s/ Vincent Siino ----------------------------------------- Name: Vincent Siino Title: DIRECTOR OF PORTFOLIO ADMIN. KINGSLAND CAPITAL MANAGEMENT, LLC AS MANAGER Kitty Hawk Trust By: Morgan Stanley Investment Management Inc. as investment Manager --------------------------------------------- as Lender By: /s/ John Hayes ----------------------------------------- Name: John Hayes Title: Vice President KNIGHT CBNA LOAN FUNDING - KNIGHT CFPI LOAN FUNDING LLC. as Lender Knight CBNA Loan Funding, LLC for itself or as agent for KnightCFPI Loan Funding LLC By: /s/ JANET HAACK ----------------------------------------- Name: JANET HAACK Title: AS ATTORNEY-IN-FACT [ILLEGIBLE] -------------------- as Lender By: /s/ DEAN T CRIARES ----------------------------- Name: DEAN T CRIARES Title: Managing Director Landmark II Coo Ltd By: Aladdin capital Mgmt LLc ----------------------------- as Lender By: /s/ William S. Watkins ---------------------------- Name: William S. Watkins Title: Director LFC2 Loan Funding LLC, for itself or as agent for LFC2 CFPI Loan Funding LLC. --------------------------------------------- as Lender By: /s/Beata Konoplco ----------------------------------------- Name: Beata Konoplco Title: Attorney IN Fact Lignt Point CLO III, Ltd. --------------------------------------------- as an Investor By: /s/Thomas A. Kramer ----------------------------------------- Name:Thomas A. Kramer Title: Senior Managing Director & Chief Executive Officer Loan Funding VI LLC, for itself or as agent for Corporate Loan Funding VI LLC --------------------------------------------- as Lender By: /s/ DEAN T CRIARES ------------------------------ Name: DEAN T CRIARES Title: Managing Director Longhorn CDO (Cayman) LTD By: Merill Lynch Investment Mangers L.P. as Collalteral Manager By: Alex --------------------- Longhorn CDO II LTD By: Merill Lynch Investment Mangers L.P. as Collalteral Manager By: Alex --------------------- MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND, as Lender By: Four Corners Capital Management LLC, as Sub-Adviser By: /s/ ADAM BROWN ----------------------------- Name: ADAM BROWN Title: Vice President MADISON PARK FUNDING ----------------------------------- as Lender By: /s/ ANDREW H. MARSHAK ------------------------------ Name: ANDREW H. MARSHAK Title: AUTHORIZED SIGNATORY Met Life Bank, National Association -------------------------------------- as Lender By: /s/ JAMES R. DINGLER ------------------------------ Name : JAMES R. DINGLER Title : AUTHORIZED SIGNATORY Metropolitan Life Insurance Company ----------------------------------- as Lender By: /s/ [ILLEGIBLE] ------------------------------- Name: [ILLEGIBLE] Title: [ILLEGIBLE] Monument Park CDO Ltd. By: Blackstone Debt Advisors L.P. As Collateral Manager -------------------------------------------- as Lender By: /s/ DEAN T CRIARES --------------------------- Name: DEAN T CRIARES Title: Managing Director Morgan Stanley Prime Income Trust, as Lender By: /s/ Jinny K. Kim -------------------------- Name: Jinny K. Kim Title: Vice President Morgan Stanley Senior Funding, Inc. ---------------------------------------- as Lender By: /s/ James Morgan ------------------------- Name: James Morgan Title: Vice President Mt. Wilson-CLO ------------------------------------- as Lender By: /s/ Christopher Kilpratrick ------------------------------ Name: Christopher Kilpratrick Title: Research Analyst-W [ILLEGIBLE] NOMURA CORPORATE RESEARCH NCRAM Loan Trust AND ASSET MANAGEMENT INC. --------------------------------------------- AS as Lender INVESTMENT ADVISER By: /s/ Elizabeth MacLean ----------------------------------------- Name: Elizabeth MacLean Title: Director By: UFJ Trust Bank Limited Nomura Bond and Loan Fund. as Trustees ---------------------------------------- as Lender By: National Corporate Research and Asset Management INC. By: /s/ Elizabeth MacLean Attorney in fact ------------------------------------ Name: Elizabeth MacLean Title: Director PPM MONARCH BAY FUNDING LLC --------------------------------------------- as Lender By: /s/ Anna M. Tallent -------------------------------- Name: Anna M. Tallent Title: Assistant Vice President PPM SHADOW CREEK FUNDING LLC --------------------------------------------- as Lender By: /s/ Anna M. Tallent ----------------------------------------- Name: Anna M. Tallent Title: Assistant Vice President Frosfurd CLO I B.V. --------------------------------------------- as Lender By: /s/ [ILLEGIBLE] ----------------------------------------- Name: Title: Attorney-In-Fact The Prudential Insurance Company of America --------------------------------------------- as Lender By: Prudential Insurance Management, Inc. as Investment Leder By: /s/ Stephan J. Collins -------------------------------------- Name: Stephan J. Collins Title: Vice president RIVIERA FUNDING LLC --------------------------------------------- as Lender By: /s/ Anna M. Tallent ------------------------------------ Name: Anna M. Tallent Title: Assistant Vice President Robson Trust --------------------------------------------- as Lender By: /s/ ANDREW H. MARSHAK ----------------------------------- Name: ANDREW H. MARSHAK Title: AUTHORIZED SIGNATORY SAWGRASS TRADING LLC --------------------------------------------- as Lender By: /s/ Anna M. Tallent ------------------------------------ Name: Anna M. Tallent Title: Assistant Vice President Savtiliak (Ireland) Limited --------------------------------------------- as Lender By: /s/ TONY O'BRIEN ----------------------------------------- Name: TONY O'BRIEN Title: Senior Manager SECURITY INCOME FUND-INCOME OPPORTUNITY SERIES, as Lender By: Four Corners Capital Management LLC, as Sub-Adviser By: /s/ ADAM BROWN ---------------------------------------- Name: ADAM BROWN Title: Vice President SEMINOLE FUNDING LLC --------------------------------------------- as Lender By: /s/ Anna M. Tallent ----------------------------------------- Name: Anna M. Tallent Title: Assistant Vice President [ILLEGIBLE] --------------------------------------------- as Lender By: /s/ Christopher E. Janson ----------------------------------------- Name: Christopher E. Janson Title: Managing Partner STANWICH LOAN FUNDING LLC --------------------------------------------- as Lender By: /s/ Anna M. Tallent ----------------------------------------- Name: Anna M. Tallent Title: Assistant Vice President Stedman CBNA Loan Funding LLC, for itself or as agent for Stedman CFPI Loan Funding LLC. --------------------------------------------- as Lender By: /s/ Beata Konopko ----------------------------------------- Name: Beata Konopko Title: Attorney In Fact Stichting Pensloenfonds ABP By ABP Investments US, Inc, its agent By: /s/ Jelle MenJen ----------------------------------------- Name: Jelle MenJen Title: President/CEO By: /s/ Thomas F. Dunn ----------------------------------------- Name: Thomas F. Dunn Title: Managing Director/CIO The Sumitomo Trust & Banking Co., Ltd. New York Branch --------------------------------------------- as Lender By: /s/ Elizabeth A. Quirk ----------------------------------------- Name : Elizabeth A. Quirk Title: Vice President SUMMIT LAKE CLO,LTD., as Lender By: /s/ Wade T. Winter ----------------------------------------- Name: Wade T. Winter Title: S.V.P. TRS QUOGUE LLC, as Lender By: /s/ Alice L. Wagner ------------------------------------------ Name: Alice L. Wagner Title: Vice President Trumbull THC2 Loan Funding LLC, for itself or as agent for LFC2 CFPI Loan Funding LLC. ---------------------------------------------- as Lender By: /s/ Beata Konopko ------------------------------------------ Name: Beata Konopko Title: Attorney In Fact Union Square CDO Ltd. By: [ILLEGIBLE] As Collateral Manager ---------------------------------------------- as Lender By: /s/ DEAN T. CRIARFS ------------------------------------------ Name: DEAN T. CRIARFS Title: Managing Director VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Asset Management ---------------------------------------------- as Lender By: /s/ [ILLEGIBLE] ------------------------------------------ Name: Title: VAN KAMPEN SENIOR LOAN FUND By: Van Kampen Asset Management ---------------------------------------------- as Lender By: /s/ [ILLEGIBLE] ------------------------------------------ Name: Title: VICTORIA FALLS CLO, LTD., as Lender By: /s/ Wade T. Winter ------------------------------------------ Name: Wade T. Winter Title: S.V.P. Western Asset Floating Rates High Income Fund, LLC ---------------------------------------------- as Lender By: /s/ Research [ILLEGIBLE] ------------------------------------------ Name: Research Analyst Title: XL Re Ltd. By: Stanfield Capital Partners LLC as its Collateral Manager ---------------------------------------------- as Lender By: /s/ Christopher E. Janson ------------------------------------------ Name: Christopher E. Janson Title: Managing Partner
