FIRST AMENDMENT TO CREDIT AGREEMENT
EXHIBIT 10.2
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of August 15, 2005, among VANGUARD HEALTH HOLDING COMPANY I, LLC, a Delaware limited liability company (“VHS Holdco I”), VANGUARD HEALTH HOLDING COMPANY II, LLC, a Delaware limited liability company (“VHS Holdco II”), VANGUARD HOLDING COMPANY II, INC., a Delaware corporation (the “Co-Borrower” and, together with VHS Holdco II, the “Borrowers” and each, a “Borrower”), the lenders party to the Credit Agreement referred to below from time to time (the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined.
W I T N E S S E T H :
WHEREAS, VHS Holdco I, the Borrowers, the Lenders, the Administrative Agent, the Syndication Agent, the Co-Documentation Agents and the Joint Lead Arrangers have entered into a Credit Agreement, dated as of September 23, 2004 (the “Credit Agreement”);
WHEREAS, the Borrowers wish to amend the Credit Agreement to enable them to (i) prepay the outstanding aggregate principal amount, and all accrued and unpaid interest on, the Existing Senior Subordinated Notes and (ii) convert and/or refinance in full all of the Initial Term Loans outstanding on the Repricing Amendment Effective Date (as defined below) (the “Existing Term Loans to be Refinanced”) through (x) the conversion of such Existing Term Loans to be Refinanced into Replacement Term Loans and/or (y) the incurrence of Replacement Term Loans as more fully provided herein, in each case with the same terms as were theretofore applicable to the Existing Term Loans to be Refinanced except as amended by this First Amendment; and
WHEREAS, the parties hereto wish to amend the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
A. Amendment Relating to the Prepayment of Existing Senior Subordinated Notes.
1. Section 9.11(i) of the Credit Agreement is hereby amended by deleting the text “any Existing Senior Subordinated Notes,” appearing therein.
B. Amendments Relating to the Repricing of Initial Term Loans.
1. (a) On September 26, 2005 (subject to (i) the receipt by the Administrative Agent of a Notice of Borrowing in form and substance reasonably satisfactory to the Administrative Agent and substantially in accordance with the requirements of Section 1.03 of the Credit Agreement (with appropriate adjustments to reflect a request for the Borrowing of Replacement Term Loans instead of “Term Loans”), (ii) the receipt by the Administrative Agent of a notice of prepayment of the Existing Term Loans to be Refinanced in accordance with the relevant requirements of Section 4.01(a) of the Credit Agreement, and (iii) the satisfaction of the relevant conditions specified in Section 6 of the Credit Agreement and the occurrence of the Repricing Amendment Effective Date on or prior to such date), each Lender with a “Replacement Term Loan Commitment” as shown on Schedule 11.01 attached hereto (each, a “Replacement Term Loan Commitment”) hereby agrees to make a Replacement Term Loan in the respective principal amount set forth on Schedule 11.01 attached hereto, in each case in accordance with the relevant requirements of the Credit Agreement except that (i) the date of the making of the Replacement Term Loans described in this paragraph, other than those Existing Term Loans to be Refinanced being converted into Replacement Term Loans, shall be as set forth above and (ii) each Lender with a Replacement Term Loan Commitment with Existing Term Loans to be Refinanced outstanding immediately prior to the occurrence of the Repricing Amendment Effective Date shall convert its theretofore outstanding Existing Term Loans to be Refinanced (in a principal amount up to, but not in excess of, the Replacement Term Loan Commitment of such Lender as specified on Schedule 11.01 attached hereto) into Replacement Term Loans hereunder without any requirement that it make cash proceeds available to the Borrower (except to the extent that the Replacement Term Loan Commitment of such Lender exceeds the principal amount of its theretofore outstanding Existing Term Loans to be Refinanced). The Borrower shall direct the Administrative Agent to apply (and the Administrative Agent shall apply) all cash proceeds of Replacement Term Loans made hereunder to refinance then outstanding Existing Term Loans to be Refinanced pursuant to the Credit Agreement (before giving effect to this First Amendment) other than those Existing Term Loans to be Refinanced being converted into Replacement Term Loans.
(b) It is understood and agreed by each of the parties hereto that (x) the aggregate principal amount of Replacement Term Loans outstanding after giving effect to the Repricing Amendment Effective Date shall be equal to the aggregate amount of Existing Term Loans to be Refinanced which were outstanding immediately prior to giving effect thereto, (y) the Replacement Term Loans being made pursuant to this First Amendment (whether by conversion or the making of cash proceeds available to the Borrower to refinance Existing Term Loans to be Refinanced) shall constitute Initial Term Loans for all purposes of the Credit Agreement, and (z) on the Repricing Amendment Effective Date, the Replacement Term Loan Commitments shall terminate after giving effect to the incurrence of (and conversion of Existing Term Loans to be Refinanced into) Replacement Term Loans.
(c) Notwithstanding anything herein to the contrary, in the event that the aggregate principal amount of Existing Term Loans to be Refinanced immediately prior to the incurrence of the Replacement Term Loans (and/or the conversion of Existing Term Loans to be Refinanced) as provided above in this Section B.1 is less than $795,687,500 (with the difference of (x) $795,687,500 less (y) the aggregate principal amount of Existing Term Loans to be Refinanced outstanding immediately prior to such incurrence (and/or conversion) herein referred to as the “Reduction Amount”), then the aggregate amount of the Replacement Term Loan Commitments shall be reduced by the Reduction Amount, with such reduction to be applied to reduce the Replacement Term Loan Commitment of each Lender with such a commitment on a pro rata basis based on the relative amounts of each such Lender’s Replacement Term Loan Commitment existing immediately prior to such reduction. In connection with any reduction to the Replacement Term Loan Commitments as contemplated above in this clause (c), Schedule 11.01 (as amended pursuant to this First Amendment) shall be automatically adjusted to reflect such pro rata reduction.
(d) Any Lender holding outstanding Existing Term Loans to be Refinanced immediately prior to the Repricing Amendment Effective Date, that does not (in its sole discretion) provide a Replacement Term Loan Commitment pursuant hereto, shall have its outstanding Existing Term Loans to be Refinanced repaid in full on the Repricing Amendment Effective Date (if same occurs).
2. On the Repricing Amendment Effective Date, (x) the Interest Period applicable to each Borrowing of Existing Term Loans to be Refinanced existing on the Repricing Amendment Effective Date immediately prior to the incurrence of the Replacement Term Loans and maintained as Eurodollar Loans under the Credit Agreement shall, simultaneously with the incurrence of (and conversion of Existing Term Loans to be Refinanced into) Replacement Term Loans, be broken, (y) the Administrative Agent shall (and is hereby authorized to) take all appropriate actions to ensure that all Lenders with outstanding Term Loans (after giving effect to the incurrence of Replacement Term Loans pursuant to this Amendment) participate in each new Borrowing of Term Loans on a pro rata basis (based upon the principal amount of the Term Loans held by each such Lender (after giving effect to the Amendment Effective Date) and (z) the Borrower shall be obligated to pay to the respective Lenders breakage or other costs of the type referred to in Section 1.11 of the Credit Agreement (if any) incurred in connection with the actions taken pursuant to preceding clauses (x) and (y).
3. Section 4.02(b) of the Credit Agreement is hereby amended by deleting the text “December 31, 2004” appearing therein and inserting the text “December 31, 2005” in lieu thereof.
4. Section 8 of the Credit Agreement is hereby amended by inserting the following new subsection 8.15 at the end of said Section:
“Section 8.15 First Amendment Mortgage Amendments. Within 60 days following the Repricing Amendment Effective Date, if and to the extent requested by the Collateral Agent, the Borrower shall have delivered to the Collateral Agent, or caused to be delivered to the Collateral Agent, fully executed counterparts of amendments (the “First Amendment Mortgage Amendments”), in form and substance reasonably satisfactory to the Administrative Agent, to each of the Mortgages covering the Mortgaged Properties, together with evidence that counterparts of each of the First Amendment Mortgage Amendments have been delivered to the title company insuring the Lien on the Mortgages for recording in all places to the extent necessary or desirable, in the judgment of the Collateral Agent, effectively to maintain a valid and enforceable perfected mortgage lien, superior to and prior to the rights of all third parties and subject to no other Liens (except as are permitted by Section 9.01), on the Mortgaged Properties in favor of the Collateral Agent for the benefit of the Secured Parties securing all of the Obligations (including the Replacement Term Loans), provided that the actions required to be taken by the Borrower pursuant to this Section 8.15 shall not be required in the event that each Lender holding outstanding Term Loans immediately prior to the Repricing Amendment Effective Date provides a Replacement Term Loan Commitment pursuant to the First Amendment.”
5. The definition of “Applicable Margin” appearing in Section 11.01 of the Credit Agreement is hereby amended by deleting clause (b) appearing therein in its entirety and inserting the following in lieu thereof:
“(b) with respect to Initial Term Loans, (x) maintained as Eurodollar Loans, 2.25% and (y) maintained as Base Rate Loans, 1.25%; and”.
6. Section 11.01 of the Credit Agreement is hereby further amended by inserting in the appropriate alphabetical order the following new definitions:
“First Amendment” shall mean the First Amendment to this Agreement, dated as of August 15, 2005.
“Preliminary Amendment Effective Date” shall have the meaning provided in the First Amendment.
“Repricing Amendment Effective Date” shall have the meaning provided in the First Amendment.
“Replacement Term Loan Commitment” shall have the meaning provided in the First Amendment.
7. Schedule 11.01 to the Credit Agreement is hereby amended by deleting same in its entirety and inserting in lieu thereof a new Schedule 11.01 in the form of Schedule 11.01 attached hereto.
C. Miscellaneous Provisions
1. In order to induce the Lenders to enter into this First Amendment, VHS Holdco I and the Borrowers hereby represent and warrant to each of the Lenders that both immediately before and immediately after giving effect to the Preliminary Amendment Effective Date (as defined below) (i) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Preliminary Amendment Effective Date with the same effect as though such representations and warranties had been made on and as of such date (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and (ii) there exists no Default or Event of Default on the Preliminary Amendment Effective Date.
2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.
3. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts executed by all the parties hereto shall be lodged with Holdings, the Borrowers and the Administrative Agent.
4. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
5. The amendment set forth in Section A of this First Amendment shall become effective on the date (the “Preliminary Amendment Effective Date”) when:
(i) VHS Holdco I, each Borrower, each Subsidiary Guarantor and the
Required Lenders shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Administrative Agent at the Notice Office.
6. The amendments set forth in Section B of this First Amendment shall become effective on September 26, 2005 (the “Repricing Amendment Effective Date”) provided that each of the following conditions shall have been satisfied:
(i) The Preliminary Amendment Effective Date shall have occurred;
(ii) each Lender with a Replacement Term Loan Commitment as
shown on Schedule 11.01 attached hereto, as adjusted pursuant to Section
B.1.(c) of this First Amendment (which in aggregate total amount shall equal the
aggregate principal amount of the Existing Term Loans to be Refinanced
outstanding on the Repricing Amendment Effective Date), shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile transmission) the same to the
Administrative Agent at the Notice Office;
(iii) there shall have been delivered to the Administrative Agent for the
account of each of the Lenders that have requested same an appropriate Initial
Term Note executed by the Borrowers in each case in the amount, maturity and
otherwise as provided in the Credit Agreement;
(iii) all accrued and unpaid interest on all Existing Term Loans to be
Refinanced that are to be repaid in cash by the incurrence of new Replacement
Term Loans (as opposed to by conversion of Existing Term Loans to be
Refinanced into Replacement Term Loans) shall have been paid in full and all
costs of the type described in Section 1.11 of the Credit Agreement shall have
been paid in full in connection with the repayment (including by way of
conversion of Existing Term Loans to be Refinanced into Replacement Term
Loans) of the Existing Term Loans to be Refinanced on the Repricing
Amendment Effective Date;
(iv) the principal of all outstanding Existing Term Loans to be
Refinanced which are not being converted into Replacement Term Loans in
accordance with the terms of this First Amendment shall concurrently be paid in
full with the proceeds of Replacement Term Loans made pursuant to Section B.1
of this First Amendment;
(v) there shall have been delivered to Administrative Agent copies of
resolutions of the board of directors of the Borrowers approving and authorizing
the execution, delivery and performance of this First Amendment and the Credit
Documents as amended by this First Amendment, certified as of the Repricing
Amendment Effective Date by the chairman of the board, the chief executive
officer, the chief financial officer, the president, any vice president or the
treasurer of the Borrowers, and attested to by the secretary or any assistant
secretary of the respective Borrower as being in full force and effect without
modification or amendment;
(vi) the Administrative Agent shall have received (i) from Simpson,
Thacher & Bartlett LLP, special counsel to the Credit Parties, an opinion
addressed to the Administrative Agent, the Collateral Agent and each of the
Lenders and dated the Repricing Amendment Effective Date, which opinion shall
be in form and substance reasonably satisfactory to the Administrative Agent and
(ii) from Ronald P. Soltman, Esq., General Counsel to the Credit Parties, an
opinion addressed to the Administrative Agent, the Collateral Agent and each of
the Lenders and dated the Repricing Amendment Effective Date, which opinion
shall be in form and substance reasonably satisfactory to the Administrative
Agent;
(vii) the Administrative Agent shall have received an officer’s
certificate signed by the chairman of the board or the chief financial officer of
each Borrower, and attested to by the secretary or the assistant secretary of the
respective Borrower, certifying that (i) the incurrence of the Replacement Term
Loans does not violate the New Senior Subordinated Note Indenture and (ii) both
immediately before and immediately after giving effect to the Repricing
Amendment Effective Date (x) all of the representations and warranties contained
in the Credit Agreement and in the other Credit Documents are true and correct in
all material respects on and as of the Repricing Amendment Effective Date with
the same effect as though such representations and warranties had been made on
and as of such date (unless such representations and warranties relate to a specific
earlier date, in which case such representations and warranties shall be true and
correct in all material respects as of such earlier date) and (y) there exists no
Default or Event of Default on the Repricing Amendment Effective Date; and
(viii) the Initial Sub-Tranche 3 Term Loan Commitments shall have been
reduced to zero.
7. By executing and delivering a copy hereof, each Credit Party hereby agrees that all Loans (including, without limitation, the Replacement Term Loans) shall be fully guaranteed pursuant to the Guaranties in accordance with the terms and provisions thereof and shall be fully secured pursuant to the applicable Security Documents.
8. From and after Preliminary Amendment Effective Date, all references in the Credit Agreement and in the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.
* * *
IN WITNESS WHEREOF, the undersigned have caused this First Amendment to be duly executed and delivered as of the date first above written.
| VANGUARD HEALTH HOLDING COMPANY I, LLC By: /s/ Joseph D. Moore | |
| VANGUARD HEALTH HOLDING COMPANY II, LLC By: /s/ Joseph D. Moore | |
| VANGUARD HOLDING COMPANY II, INC. By: /s/ Joseph D. Moore | |
| VHS ACQUISITION CORPORATION | |
| VHS OF PHOENIX, INC. | |
| VHS OUTPATIENT CLINICS, INC. | |
| VHS OF ARROWHEAD, INC. | |
| VHS OF SOUTH PHOENIX, INC. | |
| VHS IMAGING CENTERS, INC. | |
| VHS OF ANAHEIM, INC. | |
| VHS OF ORANGE COUNTY, INC. | |
| VHS HOLDING COMPANY, INC. | |
| VHS OF HUNTINGTON BEACH, INC. | |
| VHS OF ILLINOIS, INC. | |
| MACNEAL HEALTH PROVIDERS, INC. | |
| MACNEAL MANAGEMENT SERVICES, INC. | |
| MIDWEST CLAIMS PROCESSING, INC. | |
| PROS TEMPORARY STAFFING, INC. | |
| WATERMARK PHYSICIAN SERVICES,INC. | |
| VHS GENESIS LABS, INC. | |
| MACNEAL MEDICAL RECORDS, INC. | |
| VANGUARD HEALTH MANAGEMENT, INC. | |
| VANGUARD HEALTH FINANCIAL COMPANY, INC. | |
| VHS ACQUISITION SUBSIDIARY NUMBER 1, INC. | |
| VHS ACQUISITION SUBSIDIARY NUMBER 2, INC. | |
| VHS ACQUISITION SUBSIDIARY NUMBER 4, INC. | |
| VHS ACQUISITION SUBSIDIARY NUMBER 5, INC. | |
| VHS ACQUISITION SUBSIDIARY NUMBER 7, INC. | |
| VHS ACQUISITION SUBSIDIARY NUMBER 8, INC. | |
| VHS ACQUISITION SUBSIDIARY NUMBER 9, INC. | |
| VHS ACQUISITION SUBSIDIARY NUMBER 11, INC. | |
| HOSPITAL DEVELOPMENT OF WEST PHOENIX, INC. By: /s/ Joseph D. Moore |
Duly authorized to sign on behalf of each of the
foregoing entities
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| THE ANAHEIM VHS LIMITED PARTNERSHIP By: /s/ Joseph D. Moore |
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| THE HUNTINGTON BEACH VHS LIMITED PARTNERSHIP By: /s/ Joseph D. Moore |
| HEALTHCARE COMPLIANCE, L.L.C. By: /s/ Joseph D. Moore | |
| THE VHS ARIZONA IMAGING CENTERS LIMITED PARTNERSHIP By: /s/ Joseph D. Moore | |
| VHS SAN ANTONIO PARTNERS, L.P. By: /s/ Joseph D. Moore | |
| BANK OF AMERICA, N.A., By: /s/ Kevin Wagley | |
| SIGNATURE PAGE TO FIRST AMENDMENT,
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| FIRST DOMINION FUNDING I By: /s/ Andrew H. Marshak
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| FIRST DOMINION FUNDING II By: /s/ Andrew H. Marshak
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| CSAM FUNDING I By: /s/ Andrew H. Marshak
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| CSAM FUNDING III By: /s/ Andrew H. Marshak
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| CSAM FUNDING IV By: /s/ Andrew H. Marshak
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| CSAM SLF By: /s/ Andrew H. Marshak
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| ATRIUM III By: /s/ Andrew H. Marshak
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| ATRIUM IV By: /s/ Andrew H. Marshak
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| MADISON PARK FUNDING By: /s/ Andrew H. Marshak
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| CENTURION CDO II, LTD. By: /s/ Vincent P. Pham
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| SEQUILS-CENTURION V, LTD. By: /s/ Vincent P. Pham
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| CENTURION CDO VI, LTD. By: /s/ Vincent P. Pham
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| CENTURION CDO VII, LTD. By: /s/ Vincent P. Pham
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| CENTURION CDO 8, LIMITED By: /s/ Vincent P. Pham
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| CENTURION CDO 9, LIMITED By: /s/ Vincent P. Pham
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| IDS LIFE INSURANCE COMPANY By: /s/ Vincent P. Pham
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| AMERIPRISE CERTIFICATE COMPANY By: /s/ Vincent P. Pham
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| OCTAGON INVESTMENT PARTNERS II, LLC By: /s/ Andrew D. Gordon
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| OCTAGON INVESTMENT PARTNERS IV, LTD. By: /s/ Andrew D. Gordon
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| OCTAGON INVESTMENT PARTNERS V, LTD. By: /s/ Andrew D. Gordon
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| OCTAGON INVESTMENT PARTNERS VI, LTD. By: /s/ Andrew D. Gordon
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| OCTAGON INVESTMENT PARTNERS VII, LTD. By: /s/ Andrew D. Gordon
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| HY-FI TRUST, BY JPMORGAN CHASE BANK, N.A., By: /s/ Andrew D. Gordon
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| STANFIELD BRISTOL CLO, LTD. By: /s/ Christopher E. Jansen
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| STANFIELD MODENA CLO, LTD. By: /s/ Christopher E. Jansen
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| STANFIELD QUATTRO CLO, LTD. By: /s/ Christopher E. Jansen
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| WINDSOR LOAN FUNDING, LIMITED By: /s/ Christopher E. Jansen
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| STANFIELD CARRERA CLO, LTD. By: /s/ Christopher E. Jansen
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| STANFIELD VANTAGE CLO, LTD. By: /s/ Christopher E. Jansen
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| BLACK DIAMOND INTERNATIONAL FUNDING, By: /s/ Alan Corkish
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| BLACK DIAMOND CLO 2005-2, LTD By: /s/ James J. Zenni, Jr.
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| GRAYSON & CO. By: /s/ Michael B. Botthof
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| SENIOR DEBT PORTFOLIO By: /s/ Michael B. Botthof
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| EATON VANCE SENIOR INCOME TRUST By: /s/ Michael B. Botthof
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| EATON VANCE SENIOR FLOATING-RATE TRUST By: /s/ Michael B. Botthof
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| EATON VANCE FLOATING-RATE INCOME TRUST By: /s/ Michael B. Botthof
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| EATON VANCE By: /s/ Michael B. Botthof
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| EATON VANCE SHORT DURATION By: /s/ Michael B. Botthof
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| EATON VANCE INSTITUTIONAL SENIOR LOAN By: /s/ Michael B. Botthof
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| EATON VANCE CDO III, LTD. By: /s/ Michael B. Botthof
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| COSTANTINUS EATON VANCE CDO V, LTD. By: /s/ Michael B. Botthof
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| EATON VANCE CDO VI LTD. By: /s/ Michael B. Botthof
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| COOKSMILL By: /s/ John R. M. Campbell
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| BIRCHWOOD FUNDING LLC By: /s/ Anna M. Tallent
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| CREDIT OPPORTUNITIES FUNDING, INC. By: /s/ Anna M. Tallent
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| KALDI FUNDING LLC By: /s/ Anna M. Tallent
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| STANWICH LOAN FUNDING LLC By: /s/ Anna M. Tallent
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| MAINSTAY FLOATING RATE FUND, By: /s/ Robert H. Dial
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| NEW YORK LIFE INSURANCE AND ANNUITY By: /s/ Robert H. Dial
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| NEW YORK LIFE INSURANCE COMPANY By: /s/ R.H. Dial
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| EAGLE MASTER FUND LTD. By: /s/ Melanie Hanlon
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| J.P. MORGAN TRUST COMPANY (CAYMAN) By: /s/ Melanie Hanlon
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| BABSON CLO LTD. 2005-II By: /s/ Marc Sowell
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| MASSACHUSETTS MUTUAL LIFE INSURANCE By: /s/ Marc Sowell
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| BUSHNELL CBNA LOAN FUNDING LLC, By: /s/ Dominic Blea
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| STEDMAN CBNA LOAN FUNDING LLC, By: /s/ Dominic Blea
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| LASALLE BANK By: /s/ Sarah Willett
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| AZURE FUNDING By: /s/ Suzanne Smith
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| CITADEL HILL 2000 LTD By: /s/ Ken Irvine
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| AMMC CDO II, LIMITED By: /s/ Chester M. Eng
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| AMMC CDO III, LIMITED By: /s/ Chester M. Eng
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| BEAR STEARNS CORPORATE LENDING INC. By: /s/ Victor Bulzacchelli
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| VICTORIA FALLS CLO, LTD. By: /s/ Wade T. Winter
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| MASTER SENIOR FLOATING RATE TRUST By: /s/ Joseph Matto
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| THE SUMITOMO TRUST AND BANKING CO., By: /s/ Elizabeth A. Quirk
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| CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC By: /s/ James B. McMullan By: /s/ Diane C. Favreau
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| JPMORGAN CHASE BANK, N.A. By: /s/ Thomas T. Hou
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| WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ Dennis Harvey
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| STICHTING PENSIOENFONDS ABP By: /s/ Jelle Mensonides By: /s/ Thomas F. Dunn
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| FLAGSHIP CLO2001-1 By: /s/ Colleen Cunniffe
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| FLAGSHIP CLO II By: /s/ Colleen Cunniffe
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| FLAGSHIP CLO III By: /s/ Colleen Cunniffe
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| FLAGSHIP CLO 2002-1 LTD., By: /s/ Colleen Cunniffe
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| FIDELITY ADVISOR SERIES II: FIDELITY By: /s/ John H. Costello
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| BALLYROCK CLO III LIMITED, By: /s/ Lisa Rymut
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| BALLYROCK CLO II LIMITED, By: /s/ Lisa Rymut
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| BALLYROCK CLO I LIMITED, By: /s/ Lisa Rymut
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| SPIFET IV LOAN TRUST 2003-B By: /s/ Jeffrey J. Rossl
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| ESSEX PARK CDO LTD. By: /s/ Dean Criares
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| HARBOUR TOWN FUNDING LLC By: /s/ Anna M. Tallet
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| LONG LANE MASTER TRUST IV By: /s/ Ann E. Morris
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| PPM MONARCH BAY FUNDING LLC By: /s/ Anna M. Tallet
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| PPM SHADOW CREEK FUNDING LLC By: /s/ Anna M. Tallet
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| PPM SPYGLASS FUNDING TRUST By: /s/ Ann E. Morris
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| CARLYLE HIGH YIELD PARTNERS III, LTD. By: /s/ Linda Pace
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| CARLYLE HIGH YIELD PARTNERS IV, LTD. By: /s/ Linda Pace
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| CARLYLE HIGH YIELD PARTNERS VI, LTD. By: /s/ Linda Pace
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| CARLYLE LOAN INVESTMENT, LTD. By: /s/ Linda Pace
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| CARLYLE LOAN OPPORTUNITY FUND By: /s/ Linda Pace
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| BOLDWATER CREDIT OPPORTUNITIES MASTER By: /s/ Martin E. Kalisker
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| SAWGRASS TRADING LLC By: /s/ Anna M. Tallent
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| HARBOUR TOWN FUNDING LLC By: /s/ Anna M. Tallent
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| LONG LANE MASTER TRUST IV By: Ann E. Morris
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| PPM MONARCH BAY FUNDING LLC By: /s/ Anna M. Tallent
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| PPM CREEK FUNDING LLC By: /s/ Anna M. Tallent
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| PPM SPYGLASS FUNDING TRUST By: Ann E. Morris
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| VENTURE CDO 2002 LIMITED By: /s/ Ken Ostmann
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| VENTURE II CDO 2002 LIMITED By: /s/ Ken Ostmann
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| VENTURE III CDO LIMITED By: /s/ Ken Ostmann
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| VENTURE IV CDO LIMITED By: /s/ Ken Ostmann
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| KZH SOLEIL-2 LLC By: /s/ Susan Lee
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| ING INVESTMENT MANAGEMENT, INC. By: /s/ Michel Price, CFA
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| GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Earl F. Smith, III
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| LOAN FUNDING V, LLC, for itself or as agent for By: /s/ Martha Tuttle
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| DRYDEN VII – LEVERAGED LOAN CDO 2004 By: /s/ Martha Tuttle
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| DRYDEN III – LEVERAGED LOAN CDO 2004 By: /s/ Martha Tuttle
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| DRYDEN IV – LEVERAGED LOAN CDO 2004 By: /s/ Martha Tuttle
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| DRYDEN V – LEVERAGED LOAN CDO 2004 By: /s/ Martha Tuttle
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| DRYDEN LEVERAGED LOAN CDO 2002-II By: /s/ Martha Tuttle
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| WIND RIVER CLO I LTD. By: /s/ Kathleen A. Zarn
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| SUNAMERICA SENIOR FLOATING RATE FUND, By: /s/ John G. Lapham, III
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| GALAXY IV CLO LTD By: /s/ John G. Lapham, III
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| GALAXY CLO 2003-1, LTD By: /s/ John G. Lapham, III
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| GALAXY III CLO LTD By: /s/ John G. Lapham, III
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| GRAND CENTRAL ASSET TRUST ECL SERIES By: /s/ Janet Haack
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| SANKATY ADVISORS, LLC By: /s/ James F. Kellogg III
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| SANKATY HIGH YIELD PARTNERS II, L.P. By: /s/ James F. Kellogg III
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| KATONAH III, LTD. By: /s/ James F. Kellogg III
| |
| KATONAH IV, LTD. By: /s/ James F. Kellogg III
| |
| KATONAH II, LTD. By: /s/ James F. Kellogg III
| |
| SANKATY ADVISORS, LLC By: /s/ James F. Kellogg III
| |
| SANKATY ADVISORS, LLC By: /s/ James F. Kellogg III
| |
| SANKATY ADVISORS, LLC By: /s/ James F. Kellogg III
| |
| SANKATY ADVISORS, LLC By: /s/ James F. Kellogg III
| |
| SANKATY ADVISORS, LLC By: /s/ James F. Kellogg III
| |
| SANKATY ADVISORS, LLC By: /s/ James F. Kellogg III
| |
| SANKATY ADVISORS, LLC By: /s/ James F. Kellogg III
| |
| MERRILL LYNCH CAPITAL CORPORATION By: /s/ Michael E. O’Brien
| |
| UBS AG, Stamford Branch By: /s/ Richard L. Tavrow By: /s/ Toba Lumbantobling
| |
| ARES ENHANCED LOAN INVESTMENT By: Ares Enhanced Loan Management, L.P., By: Ares Enhanced Loan GP, LLC By: /s/ Jeff M. Moore
| |
| ARES LEVERAGED INVESTMENT FUND II, L.P. By: Ares Management II, L.P., By: /s/ Jeff M. Moore
| |
| ARES III CLO Ltd. By: Ares CLO Management LLC By: /s/ Jeff M. Moore
| |
| ARES IV CLO Ltd. By: Ares CLO Management IV, L.P., By: Ares CLO GP IV, LLC, By: /s/ Jeff M. Moore
| |
| ARES V CLO Ltd. By: Ares CLO Management V, L.P., By: Ares CLO GP V, LLC, By: /s/ Jeff M. Moore
| |
| ARES VI CLO Ltd. By: Ares CLO Management VI, L.P., By: Ares CLO GP VI, LLC, By: /s/ Jeff M. Moore
| |
| ARES VII CLO Ltd. By: Ares CLO Management VII, L.P., By: Ares CLO GP VII, LLC, By: /s/ Jeff M. Moore
| |
| ARES VIII CLO Ltd. By: Ares CLO Management VII, L.P., By: Ares CLO GP VII, LLC, By: /s/ Jeff M. Moore
| |
| ARES IX CLO Ltd. By: Ares CLO Management IX, L.P., By: Ares CLO GP IX, LLC, By: /s/ Jeff M. Moore
| |
| TRS ARIA LLC By: /s/ Alice L. Wagner
| |
| ULT CBNA LOAN FUNDING LLC, for itself or as By: /s/ Dominic Blea
| |
| BALLYROCK CLO III LIMITED By: /s/ Lisa Rymut
| |
| BALLYROCK CLO II LIMITED By: /s/ Lisa Rymut
| |
| BALLYROCK CLO I LIMITED By: /s/ Lisa Rymut
| |
| FIDELITY ADVISOR SERIES II: Fidelity Advisor By: /s/ John H. Costello
| |
| NUVEEN FLOATING RATE INCOME FUND, By: /s/ Lenny Mason
| |
| NUVEEN FLOATING RATE INCOME By: /s/ Lenny Mason
| |
| NUVEEN SENIOR INCOME FUND, By: /s/ Lenny Mason
| |
| 47th STREET FUNDING II INC. By: /s/ David M. Millison
| |
| SKY LOAN FUNDING By: /s/ Ruben Diaz
| |
| ARCHIMEDES FUNDING III, LTD. By: /s/ Helen Y Rhee
| |
| ARCHIMEDES FUNDING IV (CAYMAN), LTD. By: /s/ Helen Y Rhee
| |
| NEMEAN CLO, LTD. By: /s/ Helen Y Rhee
| |
| ENDURANCE CLO, LTD By: /s/ Helen Y Rhee
| |
| SEQUILS-ING I (HBDGM), LTD By: /s/ Helen Y Rhee
| |
| CITICORP NORTH AMERICA, INC By: /s/ Suzanne Crymes
| |
| FRANKLIN FLOATING RATE DAILY ACCESS FUND By: /s/ Richard Hsu
| |
| FRANKLIN FLOATING RATE MASTER SERIES By: /s/ Richard Hsu
| |
| FRANKLIN CLO I LIMITED By: /s/ David Ardini
| |
| FRANKLIN CLO II, LIMITED By: /s/ David Ardini
| |
| OLYMPIC CLO I By: /s/ John M. Casparian
| |
| SIERRA CLO I By: /s/ John M. Casparian
| |
| WHITNEY CLO I By: /s/ John M. Casparian
| |
| OPPENHEIMER SENIOR FLOATING RATE FUND By: /s/ Susanna Evans
| |
| ING SENIOR INCOME FUND By: /s/ Michael Prince, CFA
| |
| ING PRIME RATE TRUST By: /s/ Michael Prince, CFA
| |
| ING INVESTMENT MANAGEMENT CLO I, LTD By: /s/ Michael Prince, CFA
| |
| WESTERN ASSET FLOATING RATE HIGH By: /s/ T.J. Settel
| |
| KIL2 LOAN FUNDING LLC By: /s/ James Spawlding
| |
| PUTNAM DIVERSIFIED INCOME TRUST By: /s/ Beth Mazor
| |
| PUTNAM FLOATING RATE INCOME FUND By: /s/ Beth Mazor
| |
| CASTLE GARDEN By: /s/ Andrew H. Marshak
| |
| CENT CDO 11, LIMITED By: /s/ Vincent P. Pham
| |
| MT. WILSON CLO By: /s/ Timothy Settel
|
SCHEDULE 11.01
Commitments
| Lender | Revolving Loan Commitment | Replacement Term Loan Commitment |
| 383 Madison Funding | - | $11,934,976.08 |
| 47th Street Funding II | - | $4,922,750.00 |
| American Express Certificate Company | - | $843,625.00 |
| AMMC CDO II, Limited | - | $5,970,000.00 |
| AMMC CLO III, Limited | - | $4,975,000.00 |
| Archimedes Funding III, Ltd. | - | $992,500.00 |
| Archimedes Funding IV (Cayman), Ltd. | - | $496,250.00 |
| Ares Enhanced Loan Investment | - | $4,981,250.00 |
| Ares III CLO Ltd. | - | $4,962,500.00 |
| Ares IV CLO Ltd. | - | $4,962,500.00 |
| Ares IX CLO Ltd. | - | $4,981,250.00 |
| Ares Leveraged Investment Fund | - | $9,956,250.00 |
| Ares V CLO Ltd. | - | $4,975,000.00 |
| Ares VI CLO Ltd. | - | $4,975,000.00 |
| Ares VII CLO Ltd. | - | $4,975,000.00 |
| Ares VIII CLO Ltd. | - | $4,981,250.00 |
| Atrium III | - | $5,465,000.00 |
| Atrium IV | - | $3,980,000.00 |
| Aurum CLO 2002-1 Ltd. | - | $992,500.00 |
| Avery Point CLO, Ltd | - | $1,985,000.01 |
| Azure Funding | - | $13,932,500.00 |
| Ballyrock CDO I Limited | - | $714,600.00 |
| Ballyrock CLO II Limited | - | $714,600.00 |
| Ballyrock CLO III Limited | - | $704,675.00 |
| Bank Of America, N.A. | $50,000,000 | - |
| Bank Of America Trade | - | $73,935,988.71 |
| Bear Stearns Corporate Lending | $15,833,333 | $8,213,737.47 |
| Birchwood Funding LLC | - | $3,970,000.00 |
| Boldwater Credit Opportunities | - | $992,500.00 |
| Brant Point II CBO 2000-1 Ltd. | - | $1,488,749.99 |
| Bushnell CFPI Loan Funding | - | $2,977,500.00 |
| Caisse de depot et placement du | - | $39,925,000.00 |
| Carlyle High Yield Partners III, | - | $3,970,000.00 |
| Carlyle High Yield Partners IV, | - | $6,854,500.00 |
| Carlyle High Yield Partners VI, | - | $4,981,250.00 |
| Carlyle Loan Investment, Ltd. | - | $5,874,500.00 |
| Carlyle Loan Opportunity Fund | - | $5,862,000.00 |
| Castle Garden Funding | - | $3,505,000.00 |
| Castle Hill I-Ingots, Ltd. | - | $1,985,000.01 |
| Castle Hill II- Ingots, Ltd. | - | $2,977,500.00 |
| Castle Hill III CLO, Limited | - | $1,985,000.01 |
| Cent CDO XI, Limited | - | $4,795,000.00 |
| Centurion CDO 8, Limited | - | $2,828,625.00 |
| Centurion CDO 9, Limited | - | $3,989,949.75 |
| Centurion CDO II, Ltd. | - | $2,858,068.78 |
| Centurion CDO VI, Ltd. | - | $2,659,193.78 |
| Centurion CDO VII, Ltd | - | $6,159,406.41 |
| Citadel Hill 2000 Ltd. | - | $4,970,000.00 |
| Citicorp North America Inc | $50,000,000 | - |
| Cooksmill | - | $9,746,897.13 |
| Constantinus Eaton Vance CDO | - | $844,246.86 |
| CSAM Funding I | - | $3,588,000.00 |
| CSAM Funding III | - | $2,487,500.00 |
| CSAM Funding IV | - | $3,478,750.00 |
| CSAM Syndicated Loan Fund | - | $992,500.00 |
| Dryden III Leveraged Loan CDO | - | $2,977,500.00 |
| Dryden IV Leveraged Loan CDO | - | $3,970,000.00 |
| Dryden Leveraged Loan CDO | - | $2,977,500.00 |
| Dryden V Leveraged Loan CDO | - | $3,970,000.00 |
| Dryden VII Leveraged Loan CDO | - | $4,218,125.00 |
| Eagle Master Fund Ltd. | - | $1,986,315.79 |
| Eaton Vance CDO III, Ltd. | - | $715,221.86 |
| Eaton Vance CDO VI, Ltd. | - | $844,246.86 |
| Eaton Vance Floating-Rate | - | $1,364,687.50 |
| Eaton Vance Institutional Senior | - | $3,529,606.20 |
| Eaton Vance Limited Duration | - | $1,265,437.50 |
| Eaton Vance Senior Floating-Rate | - | $2,220,737.50 |
| Eaton Vance Senior Income Trust | - | $1,650,025.04 |
| Eaton Vance Short Duration | - | $746,240.60 |
| Endurance CLO, Ltd. | - | $397,000.00 |
| Essex Park CDO, Ltd. | - | $1,985,000.00 |
| Fidelity Advisor Series II: Fidelity | - | $5,806,125.00 |
| First Dominion Funding I | - | $3,920,375.00 |
| First Dominion Funding II | - | $3,920,375.00 |
| First Trust/Four Corners Senior | - | $992,500.00 |
| First Trust/Four Corners Senior | - | $1,985,000.00 |
| Flagship CLO2001-1 | - | $2,104,100.00 |
| Flagship CLO II | - | $1,191,000.00 |
| Flagship CLO III | - | $674,900.00 |
| Foothill Income Trust II, L.P. | $5,000,000 | $29,489,875.00 |
| Fortress Portfolio Trust | - | $4,466,250.00 |
| Franklin CLO I Limited | - | $2,192,500.00 |
| Franklin CLO II, Limited | - | $1,240,625.00 |
| Franklin CLO III, Limited | - | $992,500.00 |
| Franklin Floating Rate Daily | - | $11,418,750.00 |
| Franklin Floating Rate Master | - | $5,463,750.00 |
| Galaxy CLO 2003-1 Ltd. | - | $992,500.00 |
| Galaxy III CLO Ltd. | - | $1,985,000.00 |
| Galaxy IV CLO Ltd. | - | $1,990,000.00 |
| General Electric Capital | $27,500,000 | $27,368,750.00 |
| Grand Central Asset Trust ECL | - | $13,904,209.55 |
| Grayson & Company | - | $15,098,699.94 |
| Harbour Town Funding LLC | - | $2,483,749.99 |
| Hy-Fi Trust | - | $1,990,000.00 |
| IDS Life Insurance Company | - | $843,625.00 |
| ING Investment Management CLO I, Ltd | - | $1,994,987.47 |
| ING Prime Rate Trust | - | $16,506,724.94 |
| ING Senior Income Fund | - | $24,347,500.00 |
| JPMorgan Chase Bank, N.A | $20,833,333 | - |
| Kaldi Funding LLC | - | $2,979,474.67 |
| Katonah II, Ltd. | - | $500,000.00 |
| Katonah III, Ltd. | - | $750,000.00 |
| Katonah IV, Ltd. | - | $750,000.00 |
| KIL2 Loan Funding LLC | - | $992,500.00 |
| KZH Soleil -2 LLC | - | $992,500.00 |
| LaSalle Bank, N.A. | $30,000,000 | - |
| Loan Funding V, LLC. | - | $6,750,000.00 |
| Loan Funding XI LLC. | - | $5,475,000.01 |
| Long Lane Master Trust IV | - | $3,225,000.00 |
| Macquarie/First Trust Global | - | $1,985,000.00 |
| Madison Park Funding | - | $5,970,000.00 |
| Mainstay Floating Rate Fund | - | $1,985,000.00 |
| Massachusetts Mutual Life | - | $7,950,000.00 |
| Master Senior Floating Rate Trust | - | $9,935,000.00 |
| Merrill Lynch Capital Corporation | $20,833,334 | $5,326,471.81 |
| Mt. Wilson CLO, Ltd. | $1,985,000.00 | |
| Nemean CLO, Ltd. | - | $893,250.00 |
| New York Life Insurance and | - | $2,112,050.00 |
| New York Life Insurance | - | $5,857,950.00 |
| Nuveen Floating Rate Income | - | $12,932,500.00 |
| Nuveen Floating Rate Income | - | $14,895,000.00 |
| Nuveen Senior Income Fund | - | $4,970,000.00 |
| Octagon Investment Partners II, | - | $3,485,000.00 |
| Octagon Investment Partners IV, | - | $3,235,000.00 |
| Octagon Investment Partners V, | - | $3,483,750.00 |
| Octagon Investment Partners VI, | - | $2,987,500.00 |
| Octagon Investment Partners VII, | - | $3,483,125.00 |
| Olympic CLO I | - | $1,985,000.00 |
| Oppenheimer Senior Floating | - | $16,897,500.00 |
| PPM Monarch Bay Funding LLC | - | $1,984,999.99 |
| PPM Shadow Creek Funding LLC | - | $3,481,250.00 |
| PPM Spyglass Funding Trust | - | $4,473,750.00 |
| Putnam Diversified Income Trust | $997,487.44 | |
| Putnam Floating Rate Income | $997,487.44 | |
| Race Point CLO Limited | - | $1,985,000.01 |
| Race Point II CLO Limited | - | $1,985,000.01 |
| Sankaty High Yield Partners II, | - | $2,000,000.00 |
| Sawgrass Trading LLC | - | $4,922,750.00 |
| Senior Debt Portfolio | - | $7,029,550.00 |
| Sequils-Centurion V, Ltd. | - | $2,957,506.28 |
| Sequils-ING I (HBDGM), Ltd. | - | $595,500.00 |
| Sierra CLO I | - | $1,985,000.00 |
| Sky CBNA Loan Funding | - | $6,721,874.96 |
| Spiret IV Loan Trust 2003 | - | $9,945,813.41 |
| Stanfield Bristol CLO, Ltd. | - | $1,660,952.50 |
| Stanfield Carrera CLO, Ltd. | - | $1,660,952.50 |
| Stanfield Modena CLO, Ltd. | - | $2,779,000.00 |
| Stanfield Quattro CLO, Ltd. | - | $2,183,500.00 |
| Stanfield Vantage CLO, Ltd. | - | $6,675,152.52 |
| Stanwich Loan Funding LLC | - | $4,000,000.00 |
| Stedman CBNA Loan Funding | - | $3,000,000.00 |
| Stichting Pensioenfonds ABP | - | $4,977,462.31 |
| The Sumitomo Trust and Banking | - | $2,977,500.00 |
| SunAmerica Senior Floating Rate | - | $992,500.00 |
| TORAJI TRUST | - | $1,955,150.38 |
| TRS Aria LLC | - | $2,985,000.00 |
| UBS AG, Stamford Branch | - | $5,500,000.00 |
| ULT CNBA Loan Funding LLC | - | $1,985,000.00 |
| Venture CDO 2002 Limited | - | $992,500.00 |
| Venture II CDO 2002 Limited | - | $992,500.00 |
| Venture III CDO Limited | - | $992,500.00 |
| Venture IV CDO Limited | - | $992,500.00 |
| Victoria Falls CLO, LTD | - | $992,500.00 |
| Wachovia Bank National | $30,000,000 | - |
| Western Asset Floating Rate High | - | $4,967,498.01 |
| Whitney CLO I | - | $3,875,500.00 |
| Wind River CLO I Ltd. | - | $1,985,000.00 |
| Windsor Loan Funding, Limited | - | $2,280,935.02 |
| Total | $250,000,000.00 | $795,687,500.00 |
