AMENDMENT NO. 2
Exhibit 10.3
AMENDMENT XX. 0
Xxxxxxxxx Xx. 0, dated as of October 14, 2005 ("Amendment No. 2"), by
and among LIFEPOINT HOSPITALS, INC. (formerly known as LAKERS HOLDING CORP.), a
Delaware corporation ("Borrower"), the Lenders party hereto, CITICORP NORTH
AMERICA, INC., as administrative agent for the Lenders (the "Administrative
Agent"), and BANK OF AMERICA, N.A., as Issuing Bank, to the Credit Agreement
dated as of April 15, 2005 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Borrower, the financial institutions listed on Schedule 2.01 thereto, as such
Schedule may from time to time be supplemented and amended (the "Lenders"), the
Administrative Agent, CIBC WORLD MARKETS CORP., BANK OF AMERICA, N.A., UBS
SECURITIES LLC AND SUNTRUST BANK, as co-syndication agents, and CITIGROUP GLOBAL
MARKETS INC., as sole lead arranger and sole bookrunner. Terms used herein
without definition shall have the meanings assigned to such terms in the Credit
Agreement.
WHEREAS, the Borrower has requested that the Administrative Agent, the
Requisite Lenders and the Issuing Bank (with respect to the amendment to Section
2.06(b)) amend certain provisions of the Credit Agreement;
WHEREAS, the Administrative Agent, the Requisite Lenders and the
Issuing Bank (with respect to the amendment to Section 2.06(b)) have considered
and agreed to the Borrower's requests, upon the terms and conditions set forth
in this Amendment No. 2;
NOW, THEREFORE:
SECTION 1. Amendments.
(a) Section 1.01 of the Credit Agreement is hereby amended as follows:
(i) The definition of "Permitted Convertible Debt" is hereby
amended by (A) adding at the end of clause (3) thereof the following:
"provided that such Indebtedness may include a provision permitting a
holder thereof to convert or exchange or exercise such Indebtedness for
cash in connection with a "fundamental change" (as such term is customarily
used in a convertible debt security issued in a public or Rule 144A
offering) so long as such cash payment is not effected until the
consummation of the fundamental change and is subject to the limitations
set forth in this Agreement and the other Loan Documents (including,
without limitation, those relating to Defaults and Events of Default having
occurred and being continuing; it being understood that the terms of such
Indebtedness may provide for a default or event of default thereunder for
failure to pay such cash);" and (B) adding immediately prior to the
semicolon at the end of clause (4) thereof the following: "(including,
without limitation, those relating to Defaults and Events of Default having
occurred and being continuing; it being understood that such Indebtedness
may provide for a default or event of default thereunder for failure to
honor such repurchase or redemption)".
(ii) The definition of "Permitted Refinancing" is hereby amended
by adding at the end thereof the following: "For the avoidance of doubt, it
is understood and agreed that the 3.25% Convertible Senior Subordinated
Debentures due 2025 issued by the Borrower on August 10, 2005 shall be
deemed to be a Permitted Refinancing."
(b) Section 2.05(c)(iii) of the Credit Agreement is hereby amended by
adding the words "or Permitted Acquisitions" immediately following the words "in
capital assets".
(c) Section 2.05(c)(iv) of the Credit Agreement is hereby amended by
(A) adding after the phrase "repair, replace or restore any Property in respect
of which such Net Proceeds were paid" the following: "(or reimburse the Borrower
or its Subsidiaries for the funds spent for this purpose) and (B) adding after
the phrase "fund the substitution of other Property used or usable in the
business of Borrower or the Subsidiaries" the following: "(or reimburse the
Borrower or its Subsidiaries for the funds spent for this purpose)".
(d) Section 2.06(b) of the Credit Agreement is hereby amended by
deleting the amount "50,000,000" and replacing it with the amount "75,000,000".
(e) Section 5.01(g) of the Credit Agreement is hereby amended by
adding immediately preceding the semicolon at the end thereof the following:
"(provided that any such report on Form 8-K which is filed with and available on
the SEC's XXXXX system shall be deemed delivered to each Lender and the
Administrative Agent at the time of filing thereof)".
(f) Clause (z) of Section 6.01(xi) of the Credit Agreement is hereby
amended by adding after the words "principal amount of such Permitted
Subordinated Indebtedness" the following: "(except for Permitted Subordinated
Indebtedness the proceeds of which are used for the prepayment of the Term B
Loans)".
(g) Section 6.05(xiv) of the Credit Agreement is hereby amended by
deleting the amount "$300,000,000" appearing therein and replacing it with the
amount "$600,000,000".
(h) Section 6.07(vii) of the Credit Agreement is hereby amended (1) by
adding immediately preceding the text in such Section "(x)"; (2) by deleting the
proviso thereto in its entirety and (3) by adding immediately preceding the
semicolon at the end of such section the following; "; provided that such amount
may be increased by any amounts available (after giving to any increase pursuant
hereto) under this clause (vii) for any prior Fiscal Year and not so used and
(y) in addition to the foregoing clause (x), so long as no Default shall have
occurred and be continuing and so long as after giving effect thereto the Senior
Leverage Ratio is less than 2.0:1.0 and the Total Leverage Ratio is less than
3.5:1.0, repurchases, redemptions or repayments of Subordinated Debt not to
exceed $150,000,000 in the aggregate since the Effective Date.
(i) Section 6.10(b) of the Credit Agreement is hereby amended by (A)
deleting clauses (i) and (ii) of the proviso thereto and replacing them with the
following: "(i) the Loan Parties may make prepayments, repurchases or
redemptions of Subordinated Debt to the extent permitted by Section 6.07(vii)",
(B) renumbering clause "(iii)" as clause "(ii)" and (C) renumbering clause
"(iv)" as clause "(iii)" and deleting therein the words "Province 2008 Notes"
and replacing them with the words "the Province Notes".
-2-
(j) Section 6.14 of the Credit Agreement is hereby amended by adding
immediately preceding the closing parenthetical in the phrase "of consolidated
net revenues (excluding revenues associated with an insurance plan)" (in both
places where such phrase appears) the words "and including revenues from
discontinued operations".
SECTION 2. Representations, Warranties and Covenants. The Loan Parties
represent, warrant and covenant to the Administrative Agent that:
(a) this Amendment No. 2 has been duly authorized, executed and
delivered by it and constitutes a legal, valid and binding obligation of each
Loan Party party hereto, enforceable against such Loan Party in accordance with
its terms;
(b) after giving effect to this Amendment No. 2, the representations
and warranties set forth in Article III of the Credit Agreement and the other
Loan Documents will be true and correct with the same effect as if made on and
as of the date hereof (unless expressly stated to relate to an earlier date, in
which case such representations and warranties shall be true and correct as of
such earlier date); and
(c) no Default or Event of Default has occurred and is continuing.
SECTION 3. Conditions to Effectiveness. This Amendment No. 2 shall
become effective when:
(a) the Administrative Agent shall have received counterparts of this
Amendment No. 2 that, when taken together, bear the signatures of the Requisite
Lenders, the Issuing Bank and the Loan Parties; and
(b) all fees and expenses required to be paid or reimbursed by
Borrower pursuant to the Credit Agreement, including all invoiced fees and
expenses of counsel to the Administrative Agent shall have been paid or
reimbursed, on or prior to effectiveness as applicable.
SECTION 4. APPLICABLE LAW. THIS AMENDMENT NO. 2 SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. SECTION 9.11
OF THE CREDIT AGREEMENT SHALL APPLY TO THIS AMENDMENT NO 2.
SECTION 5. Credit Agreement; Loan Document. Except as expressly set
forth herein, this Amendment No. 2 shall not by implication or otherwise limit,
impair, constitute a waiver of, or otherwise affect the rights and remedies of
any party under, the Credit Agreement, nor alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect. For the avoidance of
doubt, this Amendment No. 2 shall be deemed to be a "Loan Document" within the
meaning of the Credit Agreement.
SECTION 6. Counterparts. This Amendment No. 2 may be executed in two
or more counterparts, each of which shall constitute an original, but all of
which when taken together shall constitute but one agreement. Delivery of an
executed counterpart of a signature
-3-
page of this Amendment No. 2 by facsimile transmission shall be as effective as
delivery of a manually executed counterpart of this Amendment No. 2.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
2 to be duly executed by their authorized officers as of the date set forth
above.
LIFEPOINT HOSPITALS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer
EACH OF THE SUBSIDIARIES LISTED
ON SCHEDULE I HERETO (other
than LifePoint Asset
Management Company, Inc.)
By: /s/ Xxxxxxx X. Xxxxxxxxx III
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx III
Title: Authorized Signatory
LIFEPOINT ASSET MANAGEMENT COMPANY, INC.
By: /s/ Xxxx Xxx X. Xxxxx
------------------------------------
Name: Xxxx Xxx X. Xxxxx
Title: Authorized Signatory
CONSENTED TO:
CITICORP NORTH AMERICA, INC.,
as Administrative Agent
By: /s/ Xxxxxxx Zagnes
------------------------------------
Name: Xxxxxxx Zagnes
Title: Managing Director
BANK OF AMERICA, N.A.,
as Issuing Bank (with respect to
the amendment to Section 2.06(b))
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
CITICORP NORTH AMERICA, INC.,
as a Lender
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Attorney-In-Fact
Xxxxxxx Xxxxx Bank, F.B.
as a Lender
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
SunTrust Bank, as a Lender
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Director
Franklin CLO I, Limited,
as a Lender
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
Franklin CLO II, Limited,
as a Lender
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
Franklin CLO III, Limited,
as a Lender
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
Franklin CLO IV, Limited,
as a Lender
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
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FRANKLIN STRATEGIC INCOME FUND
(CANADA), as a Lender
By: /s/ Xxxxxxxx Xxx
------------------------------------
Name: Xxxxxxxx Xxx
Title: Assistant Vice President
Xxxxxxx Xxxxx Capital Corp., as a Lender
By: /s/ Xxxxxxx X. O'Xxxxx
------------------------------------
Name: Xxxxxxx X. O'Xxxxx
Title: Vice President
Fifth Third Bank, N.A., as a Lender
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
EMERALD ORCHARD LIMITED, as a Lender
By: /s/ Xxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Loan Closer
Malibu CBNA Loan Funding LLC, for itself
or as agent for Malibu CFPI Loan Funding
LLC, as a Lender
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: As Attorney-In-Fact
Trumbull THC2 Loan Funding LLC, for
itself or as agent for Trumbull THC2
CFPI Loan Funding LLC, as a Lender
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: As Attorney-In-Fact
Xxxxxxx CBNA Loan Funding LLC, for
itself or as agent for Xxxxxxx CFPI Loan
Funding LLC, as a Lender
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: As Attorney-In-Fact
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Bushnell CBNA Loan Funding LLC, for
itself or as agent for Bushnell CFPI
Loan Funding LLC, as a Lender
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: As Attorney-In-Fact
HARBOUR TOWN FUNDING LLC, as a Lender
BY: /s/ M. Xxxxxxxx Xxxxxxx
------------------------------------
Name: M. Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
LONG LANE MASTER TRUST IV, as a Lender
BY: /s/ M. Xxxxxxxx Xxxxxxx
------------------------------------
Name: M. Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
New York Life Insurance Company, as a
Lender
BY: /s/ Xxxxxx X. Xxxx
------------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
New York Life Insurance and Annuity
Corporation
By: New York Life Investment Management
LLC, its Investment Manager, as a
Lender
BY: /s/ Xxxxxx X. Xxxx
------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
NYLIM Institutional Floating Rate Fund
L.P.
BY: New York Life Investment Management,
LLC, its Investment Manager, as a
Lender
BY: /s/ Xxxxxx X. Xxxx
------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
MainStay Floating Rate Fund, a series of
Eclipse Funds, Inc.
By: New York Life Investment Management
LLC, as a Lender
BY: /s/ Xxxxxx X. Xxxx
------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
-4-
MainStay VP Floating Rate Portfolio,
a series of MainStay VP Series Fund,
Inc., as a Lender
By: New York Life Investment Management
LLC
By: /s/ Xxxxxx X. Xxxx
------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
ARES ENHANCED LOAN INVESTMENT STRATEGY,
LTD.
By: Ares Enhanced Loan Management, L.P.,
Investment Manager
By: Ares Enhances Loan GP, LLC
Its General Partner
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
ARES ENHANCED LOAN INVESTMENT
STRATEGY II, LTD.
By: Ares Enhanced Loan Management II,
L.P., Investment Manager
By: Ares Enhanced Loan XX XX, LLC
Its General Partner
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
ARES IIR CLO Ltd.
By: Ares CLO Management IIR, L.P.,
Investment Manager
By: Ares CLO GP IIR, LLC
Its General Partner
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
-5-
Ares IV CLO, Ltd.
By: Ares CLO Management IV, L.P.,
Investment Manager
By: Ares CLO XX XX, LLC,
Its Managing Member
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
Ares V CLO, Ltd.
By: Ares CLO Management V, L.P.,
Investment Manager
By: Ares CLO GP V, LLC,
Its Managing Member
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
Ares VI CLO, Ltd.
By: Ares CLO Management VI, L.P.,
Investment Manager
By: Ares CLO GP VI, LLC,
Its Managing Member
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
Ares VII CLO, Ltd.
By: Ares CLO Management VII, L.P.,
Investment Manager
By: Ares CLO GP VII, LLC,
Its General Partner
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
-6-
Ares VIII CLO, Ltd.
By: Ares CLO Management VIII, L.P.,
Investment Manager
By: Ares CLO GP VIII, LLC,
Its General Partner
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
Ares IX CLO, Ltd.
By: Ares CLO Management IX, L.P.,
Investment Manager
By: Ares CLO GP IX, LLC,
Its General Partner
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
Ares X CLO, Ltd.
By: Ares CLO Management X, L.P.,
Investment Manager
By: Ares CLO GP X, LLC,
Its General Partner
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
Citicorp Financial Products, as a Lender
By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Authorized Signatory
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Black Diamond CLO 2005-2 Ltd.
By: Black Diamond Capital Management,
L.L.C., As Its Collateral Manager,
as a Lender
By: /s/ Xxxxx X. Xxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: President & Manager Partner
Black Diamond Capital
Management, L.L.C.
Sankaty Advisors, LLC as Collateral
Manager for Prospect Funding I, LLC as
Term Lender, as a Lender
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Katonah IV, LTD. by Sankaty Advisors LLC
as Sub-Advisors, as a Lender
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Katonah III, LTD. by Sankaty Advisors
LLC as Sub-Advisors, as a Lender
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Katonah II, LTD. by Sankaty Advisors LLC
as Sub-Advisors, as a Lender
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Chatham Light II CLO, Limited, by
Sankaty Advisors, LLC as Collateral
Manager, as a Lender
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
-8-
Sankaty Advisors, LLC as Collateral
Manager for Loan Funding XI LLC, as Term
Lender
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Sankaty Advisors, LLC as Collateral
Manager for XXXXX POINT CLO, LTD.,
as Term Lender
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Sankaty Advisors, LLC as Collateral
Manager for Race Point II CLO Limited,
as Term Lender, as a Lender
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Sankaty Advisors, LLC as Collateral
Manager for Race Point CLO, Limited, as
Term Lender, as a Lender
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill III CLO,
Limited, as Term Lender
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill I - INGOTS,
Ltd., as Term Lender
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Sankaty Advisors, LLC as Collateral
Manager for Prospect Funding I, LLC, as
Term Lender
-9-
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Katonah IV, LTD. by Sankaty Advisors LLC
as Sub-Advisors, as a Lender
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Katonah III, LTD. by Sankaty Advisors
LLC as Sub-Advisors, as a Lender
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Katonah II, LTD. by Sankaty Advisors LLC
as Sub-Advisors, as a Lender
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Chatham Light II CLO, Limited, by
Sankaty Advisors, LLC as Collateral
Manager, as a Lender
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Sankaty Advisors, LLC as Collateral
Manager for Loan Funding XI LLC, as Term
Lender
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Sankaty Advisors, LLC as Collateral
Manager for XXXXX POINT CLO, LTD., as
Term Lender, as a Lender
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Sankaty Advisors, LLC as Collateral
Manager for Race Point II CLO Limited,
as Term Lender
-10-
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Sankaty Advisors, LLC as Collateral
Manager for Race Point CLO, Limited, as
Term Lender
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill III CLO,
Limited, as Term Lender
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill I - INGOTS,
Ltd., as Term Lender
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
General Electric Capital Corporation, as
a Lender
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Its Duly Authorized Signatory
WIND RIVER CLO I LTD.
By XxXxxxxxx Investment Management, LLC,
as Manager, as a Lender
By: /s/ Xxxxxxxx X. Xxxx
------------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Vice President
WIND RIVER CLO II - XXXX INVESTORS, LTD.
By XxXxxxxxx Investment Management, LLC,
as Manager, as a Lender
By: /s/ Xxxxxxxx X. Xxxx
------------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Vice President
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XXXXXXXXX LOAN OPPORTUNITY LTD By
XxXxxxxxx Investment Management, LLC, as
Investment Manager, as a Lender
By: /s/ Xxxxxxxx X. Xxxx
------------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Vice President
BANK OF AMERICA, N.A., as a Lender
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
Atrium III, as a Lender
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
Atrium IVI, as a Lender
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
Castle Garden, as a Lender
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
CSAM SLF, as a Lender
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
Atrium CDO, as a Lender
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
CSAM Funding II, as a Lender
-12-
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
CSAM Funding I as a Lender
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
Xxxxxx Trust, as a Lender
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
Xxxxxx'x Island CDO, Ltd.
By: Cypress Tree Investment Management
Company, Inc. as Portfolio Manager,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
------------------------------------
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Managing Director
Xxxxxx'x Island CLO III, Ltd.
By: Cypress Tree Investment Management
Company, Inc. as Portfolio Manager,
as a Lender
By: /s/ Xxxx . Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Managing Director
INVESTORS BANK & TRUST COMPANY AS
SUB-CUSTODIAN AGENT OF CYPRESSTREE
INTERNATIONAL LOAN HOLDING COMPANY
LIMITED, as a Lender
By: /s/ Xxxx . Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Managing Director
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
------------------------------------
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Managing Director
MASTER SENIOR FLOATING RATE TRUST,
as a Lender
-13-
By: /s/ Xxxxxx Xxxx
------------------------------------
Name: Xxxxxx Xxxx
Title:
-14-
Floating Rate Income Strategies Fund,
Inc., as a Lender
By: /s/ Xxxxxx Xxxx
------------------------------------
Name: Xxxxxx Xxxx
Title:
AMBROSIA TRUST
By: Xxxxxxx Xxxxx Investment Managers,
L.P., as Investment Manager, as a
Lender
By: /s/ Xxxxxx Xxxx
------------------------------------
Name: Xxxxxx Xxxx
Title:
Blue Square Funding Limited Series 3, as
a Lender
By: /s/ Xxxxxxx X'Xxxxxx
------------------------------------
Name: Xxxxxxx X'Xxxxxx
Title: Vice President
The Bank of New York, as a Lender
By: /s/ Xxxxxxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxxxxxx Xxxxxx
Title: Vice President
Arabesque Trust
By: Aladdin Capital Management, as a
Lender
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
Landmark CDO Ltd.
By: Aladdin Capital Management, as a
Lender
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
Centurion CDO II, Ltd.
By: RiverSource Inverstments, LLC as
Collateral Manager, as a Lender
By: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
Title: Director - Operations
-15-
Centurion CDO III, Ltd.
By: RiverSource Inverstments, LLC
as Collateral Manager, as a Lender
By: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
Title: Director - Operations
Centurion CDO IV, Ltd.
By: RiverSource Inverstments, LLC
as Collateral Manager, as a Lender
By: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
Title: Director - Operations
Centurion CDO VII, Ltd.
By: RiverSource Inverstments, LLC
as Collateral Manager, as a Lender
By: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
Title: Director - Operations
Centurion CDO 8, Limited
By: RiverSource Inverstments, LLC
as Collateral Manager, as a Lender
By: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
Title: Director - Operations
Centurion CDO 9, Limited
By: RiverSource Inverstments, LLC
as Collateral Manager, as a Lender
By: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
Title: Director - Operations
Centurion CDO 11, Limited
By: RiverSource Inverstments, LLC
as Collateral Manager, as a Lender
By: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
Title: Director - Operations
-16-
IDS Life Insurance Company
By: RiverSource Inverstments, LLC
as Collateral Manager, as a Lender
By: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
Title: Director - Operations
Ameriprise Certificate Company
By: RiverSource Inverstments, LLC
as Collateral Manager, as a Lender
By: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
Title: Director - Operations
Prospero GLO I, as a Lender
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Executive Director
Veritas CLO II, as a Lender
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Executive Director
Regions Bank, as a Lender
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
Veritas CLO I, as a Lender
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
Highland Loan Funding V Ltd.,
as a Lender
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors Inc.,
General Partner of Highland
Capital Management, L.P.
-17-
Restoration Funding CLO, LTD,
as a Lender
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors Inc.,
General Partner of Highland
Capital Management, L.P.
Loan Funding IV, LLC, as a Lender
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors Inc.,
General Partner of Highland
Capital Management, L.P.
Loan Funding VII, LLC, as a Lender
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors Inc.,
General Partner of Highland
Capital Management, L.P.
Southfork CLO, Ltd., as a Lender
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors Inc.,
General Partner of Highland
Capital Management, L.P.
-18-
Jasper CLO, Ltd., as a Lender
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors Inc.,
General Partner of Highland
Capital Management, L.P.
ELF Funding Trust I, as a Lender
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By: /s/Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors Inc.,
General Partner of Highland
Capital Management, L.P.
Gleneagles CLO, Ltd., as a Lender
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors Inc.,
General Partner of Highland
Capital Management, L.P.
Highland Offshore Partners, L.P.,
as a Lender
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors Inc.,
General Partner of Highland
Capital Management, L.P.
-19-
Loan Star State Trust, as a Lender
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors Inc.,
General Partner of Highland
Capital Management, L.P.
Liberty Mutual Fire Insurance Company,
as a Lender
By: Highland Capital Management, L.P.,
Its Investment Advisor
By: Strand Advisors, Inc.,
Its General Partner
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors Inc.,
General Partner of Highland
Capital Management, L.P.
Liberty Mutual Insurance Company,
as a Lender
By: Highland Capital Management, L.P.,
Its Investment Advisor
By: Strand Advisors, Inc.,
Its General Partner
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors Inc.,
General Partner of Highland
Capital Management, L.P.
KEYBANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ X.X. Xxxxxx
------------------------------------
Name: X.X. Xxxxxx
Title: Senior Vice President
XXXXXX XXXXXXX PRIME INCOME TRUST,
as a Lender
By: /s/ Xxxxx X. Xxx
------------------------------------
Name: X.X. Xxxxxx
Title: Vice President
-20-
L.A. FUNDING LLC, as a Lender
By: /s/ M. Xxxxxxxxx Xxxxxxx
------------------------------------
Name: M. Xxxxxxxxx Xxxxxxx
Title: Assistant Vice President
PINEHURST TRADING, INC., as a Lender
By: /s/ M. Xxxxxxxxx Xxxxxxx
------------------------------------
Name: M. Xxxxxxxxx Xxxxxxx
Title: Assistant Vice President
STANWICH LOAN FUNDING LLC, as a Lender
By: /s/ M. Xxxxxxxxx Xxxxxxx
------------------------------------
Name: M. Xxxxxxxxx Xxxxxxx
Title: Assistant Vice President
AZURE FUNDING, as a Lender
By: /s/ Xxxx Xxxxx
------------------------------------
Name: Xxxx Xxxxx
Title: Trust Officer
AS ATTORNEY-IN-FACT
AVALON CAPITAL LTD. 3
By: INVESCO Senior Secured Management,
Inc. As Asset Manager
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
CHAMPLAIN CLO, LTD.
By: INVESCO Senior Secured Management,
Inc. As Collateral Manager
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management,
Inc. Investment Advisor
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
DIVERSIFIED CREDIT PORTFOLIO LTD.
-21-
By: INVESCO Senior Secured Management,
Inc. as Investment Advisor
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management,
Inc. as Sub-Adviser
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
INVESCO EUROPEAN CDO I S.A.
By: INVESCO Senior Secured Management,
Inc. as Collateral Manager
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
LOAN FUNDING IX LLC, for itself or as
agent for Corporate Loan Funding IX LLC
By: INVESCO Senior Secured Management,
Inc. as Portfolio Manager
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
KATONAH V, LTD.
By: INVESCO Senior Secured Management,
Inc. as Investment Advisor
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
MOSELLE CLO S.A.
By: INVESCO Senior Secured Management,
Inc. as Interim Collateral Manager
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management,
Inc. as Collateral Manager
-22-
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
-23-
SAGAMORE CLO LTD.
By: INVESCO Senior Secured Management,
Inc. as Collateral Manager
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management,
Inc. as Asset Manager
By: /s/ Xxxxxx X.X. Xxxxx
------------------------------------
Name: Xxxxxx X.X. Xxxxx
Title: Authorized Signatory
Franklin CLO I, Limited, as a Lender
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
Franklin CLO II, Limited, as a Lender
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
Aetna Life Insurance Company,
as a Lender
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Investment Manager
KINGSLAND I, LTD., as a Lender
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Director of Portfolio Admin.
Kingsland Capital Management,
LLC, as Manager
-24-
UBS Loan Finance LLC, as a Lender
By: /s/ Xxxxxxx X. Saint
------------------------------------
Name: Xxxxxxx X. Saint
Title: Director, Banking Products
Services, US
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director, Banking Products
Services, US
UBS AG, Stamford Branch, as a Lender
By: /s/ Xxxxxxx X. Saint
------------------------------------
Name: Xxxxxxx X. Saint
Title: Director, Banking Products
Services, US
By: /s/Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director, Banking Products
Services, US
Sovereign Bank, as a Lender
By: /s/ Xxxxxx Xxxx
------------------------------------
Name: Xxxxxx Xxxx
Title: Vice President
Braymoor & Co.
By: Bear Xxxxxxx Asset Management, Inc.
as its attorney-in-fact, as a Lender
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
Bear Xxxxxxx Loan Trust
By: Bear Xxxxxxx Asset Management, Inc.
as its attorney-in-fact, as a Lender
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
GALLATIN CLO II 2005-1 LTD.
BY: BEAR XXXXXXX ASSET MANAGEMENT, INC.
AS ITS COLLATERAL MANAGER,
as a Lender
-25-
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
XXX XXXXXX SENIOR LOAN FUND
BY: Xxx Xxxxxx Asset Management,
as a Lender
By: /s/ Xxxxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Executive Director
XXX XXXXXX SENIOR INCOME TRUST
BY: Xxx Xxxxxx Asset Management,
as a Lender
By: /s/ Xxxxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Executive Director
Kitty Hawk Trust
BY: Xxxxxx Xxxxxxx Investment Management
Inc., as Investment Manager
By: /s/ Xxxxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Executive Director
LIGHTPOINT CLO 2004-1, LTD.
LIGHTPOINT CLO III, LTD.
LIGHTPOINT CLO IV, LTD., as an Investor
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager
for DENALI CAPITAL CLO V, LTD.,
or an affiliate
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager
for DENALI CAPITAL CLO I, LTD.,
or an affiliate
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
-26-
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager
for DENALI CAPITAL CLO II, LTD.,
or an affiliate
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager
for DENALI CAPITAL CLO III, LTD.,
or an affiliate
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
Denali Capital LLC, managing member of
DC Funding Partners LLC, portfolio
manager for DENALI CAPITAL CLO IV, LTD.,
or an affiliate
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager
for DENALI CAPITAL CLO V, LTD.,
or an affiliate
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
Granite Ventures I Ltd.
By: Stone Tower Debt Advisors LLC,
as its Collateral Manager,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Authorized Signatory
Stone Tower CLO III Ltd.
By: Stone Tower Debt Advisors LLC,
as its Collateral Manager,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Authorized Signatory
-27-
Stone Tower CLO II Ltd.
By: Stone Tower Debt Advisors LLC,
as its Collateral Manager,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Authorized Signatory
Stone Tower CLO IV Ltd.
By: Stone Tower Debt Advisors LLC,
as its Collateral Manager,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Authorized Signatory
Granite Ventures II Ltd.
By: Stone Tower Debt Advisors LLC,
as its Collateral Manager,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Authorized Signatory
Stone Tower CDO Ltd.
By: Stone Tower Debt Advisors LLC,
as its Collateral Manager,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Authorized Signatory
National City Bank of Kentucky,
as a Lender
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President
CIBC Inc., as a Lender
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
-28-
