Exhibit 10.30
EXECUTION COPY
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
April 6, 2005, is by and among Team Health, Inc. (the "Borrower"), the
Guarantors, the Lenders parties hereto and Bank of America, N.A., as
Administrative Agent.
RECITALS
A. The Borrower, the Guarantors, the Lenders and the Administrative Agent
entered into that certain Credit Agreement dated as of March 23, 2004 (the
"Existing Credit Agreement");
B. The Borrower desires to (i) refinance and replace in part all
outstanding Tranche B Term Loans under the Credit Agreement with a new class of
Tranche C Term Loans (hereinafter defined) under the Credit Agreement up to an
aggregate principal amount of $203,125,000, having substantially similar terms
with, and having substantially similar rights and obligations under the Loan
Documents, as the Tranche B Term Loans, as set forth in the Loan Documents,
except as such terms are amended hereby, and (ii) simultaneously prepay in full
all remaining Tranche B Term Loans not so refinanced and replaced in connection
with the transactions contemplated hereunder;
C. Each Lender holding Tranche B Term Loans who executes and delivers this
Amendment shall be deemed, upon the effectiveness of this Amendment, to have
exchanged its Tranche B Term Loan Commitment and Tranche B Term Loans (which
Tranche B Term Loan Commitment and Tranche B Term Loans shall thereafter be
deemed terminated, it being understood and agreed, however, that,
notwithstanding anything set forth herein to the contrary, the Tranche C Term
Loan Commitments (hereinafter defined) and Tranche C Term Loans amend and
restate in their entirety, and are not in payment or satisfaction of, such
Tranche B Term Loan Commitments and such Tranche B Term Loans and there is no
novation of such Tranche B Term Loan Commitments or such Tranche B Term Loans)
for a Tranche C Term Loan Commitment and Tranche C Term Loans in the same
aggregate principal amount as such Lender's outstanding Tranche B Term Loan
Commitment and Tranche B Term Loans, respectively, as in effect as of the date
hereof after giving effect to any prepayments made by the Borrower on the date
hereof and, if applicable, the pro rata application of the proceeds of any
Tranche C Term Loans funded by new Lenders on the date hereof and applied as
further described in Recital D below;
D. Each Person who executes and delivers this Amendment as a lender other
than pursuant to an exchange of Tranche B Term Loans described in Section
2.01(c) of the Credit Agreement as amended hereby, will make Tranche C Term
Loans to the Borrower on the date hereof in an aggregate principal amount equal
to the amount set forth opposite its name on Schedule 2.01 to the Credit
Agreement under the caption "Tranche C Term Loan Commitment", the proceeds of
which will be used by the Borrower (i) to refinance in full the outstanding
principal amount of Tranche B Term Loans of the Lenders holding outstanding
Tranche B Term Loans, if any, who do not execute and deliver this Amendment, or
(ii) if all Lenders holding Tranche B Term Loans do execute and deliver this
Amendment, to further reduce on a pro rata basis the outstanding amount of the
Tranche C Term Loan to be funded by each such Lender in
the form of a Converted Tranche B Term Loan as described in Section 2.01(c) of
the Credit Agreement as amended hereby;
E. The proceeds of the Tranche C Term Loans shall be used by the Borrower
to refinance and replace in part the outstanding Tranche B Term Loans, and all
remaining Tranche B Term Loans not so refinanced and replaced shall be
simultaneously repaid in full by the Borrower;
F. The Borrower has requested that the Lenders amend the Existing Credit
Agreement (a) to effect the changes described above and (b) to make other
amendments as described below; and
G. The Required Lenders have agreed, subject to the terms and conditions
hereinafter set forth, to amend the Existing Credit Agreement in certain
respects as set forth below.
NOW, THEREFORE, in consideration of the agreements hereinafter set forth,
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:
1. Certain Definitions.
(A) The following term used in this Amendment, including its preamble and
recitals, has the following meaning:
"Amended Credit Agreement" means the Existing Credit Agreement as amended
hereby.
(B) Unless otherwise defined herein or the context otherwise requires,
terms used in this Amendment, including its preamble and recitals, have the
meanings provided in the Amended Credit Agreement.
2. Amendments to Existing Credit Agreement. Effective upon satisfaction of
the conditions precedent set forth in Section 3 below, the Existing Credit
Agreement is hereby amended as follows:
(A) Section 1.01.
(i) The definition of "Applicable Rate" set forth in Section 1.01 of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:
"Applicable Rate" means:
(a) for the purposes of calculating the Letter of Credit Fees and
the interest rate applicable to Revolving Loans and Swing Line Loans, the
following percentages per annum, based upon the Leverage Ratio as set
forth in the most recent Compliance Certificate received by the
Administrative Agent pursuant to Section 7.01(a) or (b):
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Revolving Loans that are Base
Pricing Letters of Revolving Loans that are Rate Loans and Swing Line
Level Leverage Ratio Credit Eurodollar Rate Loans Loans
------- ---------------------- ---------- ------------------------ -----------------------------
1 < or = 3.25 to 1.0 1.75% 1.75% 0.75%
2 < or = 3.75 to 1.0 but 2.00% 2.00% 1.00%
> 3.25 to 1.0
3 < or = 4.25 to 1.0 but 2.25% 2.25% 1.25%
> 3.75 to 1.0
4 < or = 4.75 to 1.0 but 2.50% 2.50% 1.50%
> 4.25 to 1.0
5 > 4.75 to 1.0 2.75% 2.75% 1.75%
and (b) for the purposes of calculating the interest rate applicable to
Tranche C Term Loans, the following percentages per annum based upon the
Debt Ratings set forth below:
Tranche C Term Loans
Pricing Debt Ratings -----------------------------------------
Level S&P / Xxxxx'x Eurodollar Rate Loans Base Rate Loans
------- ------------------------------------------------- --------------------- ---------------
1 BB- (stable) or better AND 2.25% 1.25%
Ba3 (stable) or better
2 Less than Pricing Level 1 and at least 2.50% 1.50%
either:
(i) B+ (stable) and Ba3 (stable)
OR
(ii) BB- (stable) and B1 (stable)
3 Less than Pricing Level 2 and at least B+ 2.75% 1.75%
(negative) and B1 (stable)
4 Less than Pricing Level 3 and at least B 3.00% 2.00%
(stable) and B2 (stable)
5 Any other combination of Debt Ratings (or the 3.25% 2.25%
absence of a Debt Rating) where neither Pricing
Xxxxx 0, 2, 3 or 4 apply
Any increase or decrease in the Applicable Rate for Letter of Credit Fees,
Revolving Loans and Swing Line Loans resulting from a change in the
Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance
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Certificate is delivered pursuant to Section 7.01(a) or (b), as
applicable; provided, however, that if a Compliance Certificate is not
delivered when due in accordance with such Section, then the Pricing Level
from the table in clause (a) above that is one Level higher than the Level
theretofore in effect (with Pricing Level 5 of the applicable table being
the highest Level) shall apply as of the first Business Day after the date
on which such Compliance Certificate was required to have been delivered
and shall continue to apply until the first Business Day immediately
following the date a Compliance Certificate is delivered in accordance
with Section 7.01(a) or (b), as applicable, whereupon such Applicable Rate
shall be adjusted based upon the calculation of the Leverage Ratio
contained in such Compliance Certificate.
As of the First Amendment Effective Date, the Applicable Rate for Tranche
C Term Loans shall be determined based upon Pricing Xxxxx 0 of the table
set forth in clause (b) above. Thereafter, each change in the Applicable
Rate for Tranche C Term Loans resulting from a publicly announced change
in the Debt Ratings shall be effective during the period commencing on the
date of the public announcement thereof and ending on the date immediately
preceding the effective date of the next such change.
(ii) The following new definitions are hereby added to Section 1.01 of the
Existing Credit Agreement in the appropriate alphabetical order:
"Debt Rating" means, as of any date of determination, the rating as
determined by either S&P or Xxxxx'x (collectively, the "Debt Ratings") of
the Borrower's non-credit-enhanced, senior secured long-term debt.
"First Amendment" means the First Amendment to Credit Agreement
dated as of April 6, 2005, by and among the Borrower, the Guarantors, the
Lenders parties thereto and the Administrative Agent.
"First Amendment Effective Date" means April 6, 2005.
"Tranche C Term Loan" has the meaning specified in Section 2.01(c).
"Tranche C Term Loan Commitment" means, as to each Lender (a) its
obligation to make its portion of the Tranche C Term Loan to the Borrower
pursuant to Section 2.01(c), in the principal amount set forth opposite
such Lender's name on Schedule 2.01 and/or (b) its election pursuant to
Section 2.01(c) to exchange all or any portion of its outstanding Tranche
B Term Loans for a like principal amount of Tranche C Term Loans. As of
the First Amendment Effective Date, the original aggregate principal
amount of the Tranche C Term Loan Commitments is $203,125,000.
"Tranche C Term Note" has the meaning specified in Section 2.11(a).
(ii) The following definition is hereby deleted from Section 1.01 of the
Existing Credit Agreement: "Tranche B Term Note".
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(B) Section 2.01. The heading of Section 2.01 of the Existing Credit
Agreement is hereby amended to read as "Revolving Loans and Term Loans", and a
new subsection (c) is hereby added to Section 2.01 of the Existing Credit
Agreement to read as follows:
(c) Tranche C Term Loan. Subject to the terms and conditions set
forth herein, each Lender severally agrees to make its portion of a term
loan (or pursuant to the immediately succeeding sentence, elects to
convert all or a portion of such Lender's Tranche B Term Loans into a like
portion of a new term loan) (such loans and conversions, collectively, the
"Tranche C Term Loan") to the Borrower on the First Amendment Effective
Date in an amount not to exceed such Lender's Tranche C Term Loan
Commitment. In connection with the making of the Tranche C Term Loan
pursuant to the immediately preceding sentence, any Lender holding Tranche
B Term Loans may elect to make all or any portion of such Lender's Tranche
C Term Loan by converting all or a portion of the outstanding principal
amount of the Tranche B Term Loans of such Lender into a Tranche C Term
Loan in a principal amount equal to the amount of its Tranche B Term Loans
so converted (each such Tranche B Term Loan to the extent it is to be
converted, a "Converted Tranche B Term Loan"). Delivery of a counterpart
signature to the First Amendment by a Lender holding Tranche B Term Loans,
with no other notice to the Administrative Agent, shall be deemed to be an
election by such Lender to fund its pro rata share of the Tranche C Term
Loan in the form of a Converted Tranche B Term Loan. On the First
Amendment Effective Date, the Converted Tranche B Term Loans of all
Lenders shall be converted for all purposes of this Agreement into Tranche
C Term Loans, and the Administrative Agent shall record in the Registrar
the aggregate amounts of Converted Tranche B Term Loans into Tranche C
Term Loans. Any notice to the Administrative Agent delivered by an
applicable Lender pursuant to this Section 2.01(c) shall specify the
amount of such Lender's Tranche C Term Loan Commitment and the principal
amount of Tranche B Term Loans held by such Lender that are to be
converted into Tranche C Term Loans. Amounts repaid on the Tranche C Term
Loan may not be reborrowed. The Tranche C Term Loan may consist of Base
Rate Loans or Eurodollar Rate Loans, as further provided herein. The
Borrower irrevocably authorizes and directs the Administrative Agent to
apply the proceeds of the Tranche C Term Loan to refinance and replace the
Tranche B Term Loan.
(C) Section 2.05. Section 2.05(a)(i) of the Existing Credit Agreement is
hereby amended in its entirety to read as follows:
(a) Voluntary Prepayments of Loans.
(i) Committed Loans. The Borrower may, upon notice to the
Administrative Agent, at any time or from time (A) subject to the
second proviso of this Section 2.05(a)(i), voluntarily prepay Base
Rate Committed Loans in whole or in part without premium or penalty,
and (B) subject to Section 3.05 hereof and the second proviso of
this Section 2.05(a)(i), voluntarily prepay Eurodollar Rate Loans in
whole or in part on the last day of the applicable Interest
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Period without premium or penalty; provided that with respect to any
such voluntary prepayment (A) such notice must be received by the
Administrative Agent not later than 11:00 a.m. (1) three Business
Days prior to any date of prepayment of Eurodollar Rate Loans and
(2) on the date of prepayment of Base Rate Committed Loans; (B) any
prepayment of Eurodollar Rate Loans shall be in a principal amount
of $1,000,000 or a whole multiple of $100,000 in excess thereof (or,
if less, the entire principal amount thereof then outstanding); (C)
any prepayment of Base Rate Committed Loans shall be in a principal
amount of $1,000,000 or a whole multiple of $100,000 in excess
thereof (or, if less, the entire principal amount thereof then
outstanding), and (D) any prepayment of the Tranche C Term Loan
shall be applied (1) first, to the next four Principal Amortization
Payments in direct order of maturities thereof, and (2) second,
ratably to the remaining Principal Amortization Payments thereof;
and provided further that during the period from the First Amendment
Effective Date to but excluding the first anniversary of the First
Amendment Effective Date, any voluntary prepayment of the Tranche C
Term Loans of any Lender using proceeds of Debt incurred by the
Borrower from a substantially concurrent issuance or incurrence of
syndicated term loans provided by one or more banks or other
financial institutions for which the interest rate payable thereon
is lower than the Eurodollar Rate on the date of such voluntary
prepayment plus the Applicable Rate with respect to the Tranche C
Term Loans shall be accompanied by payment of a 1% prepayment
premium on the principal amount of such Lender's Tranche C Term Loan
prepaid (unless such prepayment premium is waived by such Lender).
Each such notice shall specify the date and amount of such
prepayment and the Type(s) of Committed Loans to be prepaid. The
Administrative Agent will promptly notify each Lender of its receipt
of each such notice, and of the amount of such Lender's Pro Rata
Share of such prepayment. If such notice is given by the Borrower,
the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date
specified therein. Any prepayment of a Eurodollar Rate Loan shall be
accompanied by all accrued interest thereon, together with any
additional amounts required pursuant to Section 3.05. Each such
prepayment shall be applied to the Committed Loans of the Lenders in
accordance with their respective Pro Rata Shares.
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(D) Section 2.07. Section 2.07(b) of the Existing Credit Agreement is
hereby amended in its entirety to read as follows:
(b) Tranche C Term Loan. The Borrower shall repay the outstanding
principal amount of the Tranche C Term Loan in twenty-three (23)
consecutive quarterly installments, commencing on June 30, 2005 (as such
installments may hereafter be adjusted as a result of prepayments made
pursuant to Section 2.05) and final payment on the Maturity Date of the
Tranche C Term Loan, unless accelerated sooner pursuant to Section 9.02)
as set forth in the following table:
PAYMENT DATES PRINCIPAL AMORTIZATION PAYMENT
------------------------ ------------------------------
June 30, 2005 through $ 625,000
June 30, 2010
September 30, 2010 and $58,750,000
December 31, 2010
Maturity Date of Tranche Unpaid balance
C Term Loans
(E) Section 7.03. Section 7.03 of the Existing Credit Agreement is hereby
amended by adding the following as a new clause (g) thereof:
(g) Debt Ratings. Promptly, and in any event within one (1) Business
Day after the occurrence thereof, notice of any announcement by Xxxxx'x or
S&P of any change or possible change in a Debt Rating.
(F) Section 8.10. The proviso appearing at the end of Section 8.10 of the
Existing Credit Agreement is hereby amended to read as follows:
provided, (i) the Borrower may prepay or purchase Subordinated Debt
or Qualified Debt Securities with Net Cash Proceeds received from an
Initial Public Offering or a subsequent Public Offering to the extent such
proceeds are not required to be applied to prepay the Obligations pursuant
to Section 2.05(b)(v) and (ii) the Borrower may make other prepayments of
the Subordinated Notes not otherwise permitted by this Section 8.10 so
long as (1) no Default or Event of Default has occurred and is continuing,
or would be directly or indirectly caused as a result thereof, and (2) at
the time any such prepayment of the Subordinated Notes is made, the
aggregate amount of all such prepayments of the Subordinated Notes under
this clause (ii) made after the First Amendment Effective Date does not
exceed $35,000,000.
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(G) Modification of References.
(i) All references to "Tranche B Term Loan" and "Tranche B Term
Loans" appearing in the in (a) the definitions of "Assignment and
Assumption", "Committed Loan", "Commitment", "Excess Cash Flow", "Interest
Period", "Loan", "Maturity Date", "Outstanding Amount", "Permitted
Acquisition", "Principal Amortization Payment", "Pro Rata Share" and
"Qualified Debt Securities" in Section 1.01 of the Existing Credit
Agreement, (b) Section 2.05, 2.11, 11.01 and 11.07 of the Existing Credit
Agreement and (c) Exhibits A, C-2 and F of the Existing Credit Agreement
are hereby amended and replaced with references to "Tranche C Term Loan"
or "Tranche C Term Loans", as appropriate.
(ii) All references to "Tranche B Term Note" and "Tranche B Term
Notes" appearing in (a) the definition of "Note" in Section 1.01 of the
Existing Credit Agreement, (b) Section 2.11 of the Existing Credit
Agreement and (c) Exhibit C-2 of the Existing Credit Agreement are hereby
amended and replaced with references to "Tranche C Term Note" or "Tranche
C Term Notes", as appropriate.
(H) Schedule 2.01 to the Existing Credit Agreement is hereby amended and
replaced with Schedule 2.01 attached hereto.
3. Conditions Precedent. This Amendment shall become effective as of the
date hereof upon satisfaction of the following conditions precedent:
(A) Counterparts of Amendment. The Administrative Agent shall have
received counterparts of this Amendment, which collectively shall have
been duly executed on behalf of each of the Borrower, the Guarantors, the
Required Lenders and each of the Lenders having a Tranche C Term Loan
Commitment (as defined in the Amended Credit Agreement);
(B) Resolutions; Legal Opinions, Etc. The Administrative Agent shall
have received (i) copies of resolutions of the board of directors (or
comparable governing authority) of each of the Loan Parties approving and
adopting the Amendment and authorizing execution and delivery thereof,
certified by a secretary or assistant secretary of such Loan Party to be
true and correct and in force and effect as of the date hereof and (ii) a
written opinion of legal counsel for the Loan Parties, dated as of the
date hereof, in form and substance reasonably satisfactory to the
Administrative Agent;
(C) Prepayment of Remaining Tranche B Term Loans. The Borrower shall
have prepaid the Tranche B Term Loans in an aggregate principal amount
equal to $30,000,000, (which amount represents the outstanding principal
amount of the Tranche B Term Loans not being refinanced and replaced with
Tranche C Term Loans on the First Amendment Effective Date), plus accrued
and unpaid interest thereon. Such payment of the Tranche B Term Loans
shall constitute a voluntary prepayment of the Tranche B
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Term Loans for the purposes of the Existing Credit Agreement
notwithstanding the fact that such prepayment is required as a condition
precedent to the First Amendment Effective Date, and shall be applied in
accordance with the provisions of Section 2.05(a)(i) thereof.
(D) Other Fees and Out of Pocket Costs. The Borrower shall have paid
any and all reasonable out-of-pocket costs (to the extent invoiced)
incurred by the Administrative Agent or Banc of America Securities LLC
(including the reasonable fees and expenses of the Administrative Agent's
legal counsel), and all other fees and other amounts payable to the
Administrative Agent or Banc of America Securities LLC, in each case in
connection with the arrangement, negotiation, preparation, execution and
delivery of this Amendment.
4. Representations and Warranties. The Borrower hereby represents and
warrants to the Administrative Agent and the Lenders that, after giving effect
to this Amendment, (a) the representations and warranties set forth in Article
VI of the Amended Credit Agreement are, subject to the limitations set forth
therein, true and correct in all material respects as of the date hereof (except
for those which expressly relate to an earlier date) and (b) no Default or Event
of Default exists under the Amended Credit Agreement or any of the other Loan
Documents.
5. Reaffirmation of Obligations. Each Loan Party hereby ratifies the
Amended Credit Agreement and acknowledges and reaffirms (a) that it is bound by
all terms of the Amended Credit Agreement applicable to it and (b) that it is
responsible for the observance and full performance of its respective
Obligations. Without limiting the generality of the foregoing sentence, each of
the Guarantors hereby (a) jointly and severally reaffirms and ratifies its
guaranty of the Obligations pursuant to Article IV of the Amended Credit
Agreement, including, without limitation, all Obligations in respect of the
Tranche C Term Loan, and (b) jointly and severally reaffirms and ratifies all
agreements set forth in such Collateral Documents securing such guaranty, all of
which shall in all respects remain in full force and effect and shall continue
to guarantee and secure any and all of the Obligations, whether now existing or
hereafter arising and including, without limitation, all Obligations in respect
of the Tranche C Term Loan, on the same terms and conditions as are now set
forth in such Collateral Documents.
6. References in Other Loan Documents. At such time as this Amendment
shall become effective pursuant to the terms of Section 3 above, all references
in the Credit Documents to the "Credit Agreement" shall be deemed to refer to
the Amended Credit Agreement.
7. Counterparts/Telecopy. This Amendment may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement. This
Amendment may be transmitted and/or signed by facsimile. The effectiveness of
any such documents and signatures shall, subject to applicable Law, have the
same force and effect as manually signed originals and shall be binding on all
Loan Parties, the Administrative Agent and the Lenders. The Administrative Agent
may also require that any such documents and signatures be confirmed by a
manually signed original
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thereof; provided, however, that the failure to request or deliver the same
shall not limit the effectiveness of any facsimile document or signature.
8. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
9. Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.
10. Lender Acknowledgement and Agreement. Effective upon the occurrence of
the First Amendment Effective Date, each of the Lenders that executes this
Amendment hereby confirms, by its execution of this Amendment, its Tranche C
Term Loan Commitment to make its portion of the Tranche C Term Loan to the
Borrower in accordance with the provisions of Section 2.01(c) of the Amended
Credit Agreement. If the undersigned Lender is already a Lender under the
Existing Credit Agreement, such Lender acknowledges and agrees that such
additional Commitment is in addition to any existing Commitment of such Lender
thereunder. If the undersigned Lender is not already a Lender under the Existing
Credit Agreement, such Lender hereby acknowledges, agrees and confirms that, by
its execution of this Amendment, such Lender will, as of the First Amendment
Effective Date, be a party to the Amended Credit Agreement and be bound by the
provisions of the Amended Credit Agreement and, to the extent of its new Tranche
C Term Loan Commitment, have the rights and obligations of a Lender thereunder.
[Signatures to Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.
BORROWER: TEAM HEALTH, INC.
By: /s/ Xxxxxx Xxxxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Executive Vice President of
Finance and Administration
GUARANTORS: TEAM HEALTH HOLDINGS, L.L.C.
By: /s/ Xxxxxx Xxxxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Executive Vice President of
Finance and Administration
ACCESS NURSE PM, INC.
AFTER HOURS PEDIATRICS, INC.
AMERICAN CLINICAL RESOURCES, INC.
XXXXXXX X. XXXXXXXXXXX, INC.
CLINIC MANAGEMENT SERVICES, INC.
CORRECTIONAL HEALTHCARE ADVANTAGE,
INC.
XXXXXX & XXXXXX, INC.
DRS. SHEER, XXXXXX & ASSOCIATES, INC.
EMERGENCY COVERAGE CORPORATION
EMERGENCY PHYSICIAN ASSOCIATES, INC.
ERIE SHORES EMERGENCY PHYSICIANS, INC.
GREENBRIER EMERGENCY PHYSICIANS, INC.
EMERGENCY PROFESSIONAL SERVICES, INC.
HEALTH CARE ALLIANCE, INC.
XXXXXXXX XXXXXXX, INC.
IMBS, INC.
INPHYNET CONTRACTING SERVICES, INC.
INPHYNET SOUTH BROWARD, INC.
XXXX X. XXXXXXX, INC.
XXXXX MEDICAL SERVICES CORPORATION
By: /s/ Xxxxxx Xxxxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President and Asst. Secretary
GUARANTORS (CONTINUED):
MEDICAL MANAGEMENT RESOURCES, INC.
MEDICAL SERVICES, INC.
METROAMERICAN RADIOLOGY, INC.
NORTHWEST EMERGENCY PHYSICIANS,
INCORPORATED
PARAGON CONTRACTING SERVICES, INC.
PHYSICIAN INTEGRATION CONSULTING
SERVICES, INC.
QUANTUM PLUS, INC.
SOUTHEASTERN EMERGENCY PHYSICIANS OF
MEMPHIS, INC.
SOUTHEASTERN EMERGENCY PHYSICIANS,
INC.
SPECTRUM CRUISE CARE, INC.
SPECTRUM HEALTHCARE RESOURCES OF
DELAWARE, INC.
SPECTRUM HEALTHCARE RESOURCES, INC.
SPECTRUM HEALTHCARE SERVICES, INC.
SPECTRUM HEALTHCARE, INC.
SPECTRUM PRIMARY CARE OF DELAWARE,
INC.
SPECTRUM PRIMARY CARE, INC.
TEAM ANESTHESIA, INC.
TEAM HEALTH ANESTHESIA MANAGEMENT
SERVICES, INC.
TEAM HEALTH FINANCIAL SERVICES, INC.
TEAM RADIOLOGY, INC.
TH CONTRACTING MIDWEST, LCC
THE EMERGENCY ASSOCIATES FOR MEDICINE,
INC.
TH CONTRACTING SERVICES OF MISSOURI,
LLC
By: /s/ Xxxxxx Xxxxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President and Asst. Secretary
GUARANTORS (CONTINUED):
FISCHERMANGOLD, A CALIFORNIA GENERAL
PARTNERSHIP
By: Xxxxxxxx Xxxxxxx, Inc., General Partner
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President and Asst. Secretary
By: Xxxx X. Xxxxxxx, Inc., General Partner
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President and Asst. Secretary
MT. DIABLO EMERGENCY PHYSICIANS, A
CALIFORNIA GENERAL PARTNERSHIP
By: Xxxxxxxx Xxxxxxx, Inc., General Partner
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President and Asst. Secretary
By: Xxxx X. Xxxxxxx, Inc., General Partner
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President and Asst. Secretary
GUARANTORS (CONTINUED):
PARAGON HEALTHCARE LIMITED
PARTNERSHIP
By: Inphynet Hospital Services, Inc.,
its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President and Asst. Secretary
TEAM HEALTH SOUTHWEST, L.P.
By: Team Radiology, Inc., its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President and Asst. Secretary
TEAM HEALTH BILLING SERVICES, L.P.
By: Team Health, Inc., its general partner
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Executive Vice President of Finance
and Administration
BANK OF AMERICA, N.A., as Lender, L/C. Issuer and
Swing Line Lender
By: /s/ Xxxxxxxx Xxxxxxxx
---------------------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Senior Vice President
BANK OF AMERICA, N.A., as
Administrative Agent
By: /s/ Xxxxxxx Xxxxx
--------------------------------------
Name: XXXXXXX XXXXX
Title: Vice President
BALLANTYNE FUNDING LLC
By: /s/ Xxxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Assistant Vice President
AMSOUTH BANK
By: /s/ Xxxxx Xxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Credit Underwriter
ANTARES CAPITAL CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
JPMORGAN CHASE BANK, AS TRUSTEE OF THE ANTARES
FUNDING TRUST CREATED UNDER THE TRUST
AGREEMENT DATED AS OF NOVEMBER 30, 1999.
By: ___________________________________________
Name: _________________________________________
Title:_________________________________________
MARINER CDO 2002, LTD.
BY: ANTARES ASSET MANAGEMENT INC., AS
COLLATERAL MANAGER
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
NAVIGATOR CDO 2003, LTD
BY: ANTARES ASSET MANAGEMENT INC., AS
COLLATERAL MANAGER
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
ANTARES CAPITAL CORP.
By: ___________________________________________
Name: _________________________________________
Title:_________________________________________
JPMORGAN CHASE BANK, AS TRUSTEE OF THE ANTARES
FUNDING TRUST CREATED UNDER THE TRUST
AGREEMENT DATED AS OF NOVEMBER 30, 1999.
By: /s/ Xxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxxx
Title: AVP
MARINER CDO 2002, LTD.
BY: ANTARES ASSET MANAGEMENT INC., AS
COLLATERAL MANAGER
By: ___________________________________________
Name: _________________________________________
Title:_________________________________________
NAVIGATOR CDO 2003, LTD
BY: ANTARES ASSET MANAGEMENT INC., AS
COLLATERAL MANAGER
By: ___________________________________________
Name: _________________________________________
Title:_________________________________________
ARCHIMEDES FUNDING III, LTD.
BY: ING Capital Advisors, LLC
As Collateral Manager
By: /s/ Xxxxx X. Xxxx
---------------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
BY: ING Capital Advisors, LLC
As Collateral Manager
By: /s/ Xxxxx X. Xxxx
---------------------------------------
Name: Xxxxx X. Xxxx
Title: Director
NEMEAN CLO, LTD.
BY: ING Capital Advisors, LLC
As Investment Manager
By: /s/ Xxxxx X. Xxxx
---------------------------------------
Name: Xxxxx X. Xxxx
Title: Director
ENDURANCE CLO I, LTD
BY: ING Capital Advisors, LLC
As Portfolio Manager
By: /s/ Xxxxx X. Xxxx
---------------------------------------
Name: Xxxxx X. Xxxx
Title: Director
ING-ORYX CLO, LTD., AS A LENDER
BY: ING Capital Advisors, LLC
As Collateral Manager
By: /s/ Xxxxx X. Xxxx
---------------------------------------
Name: Xxxxx X. Xxxx
Title: Director
SEQUILS-ING I (HBDGM), LTD.
BY: ING Capital Advisors, LLC
As Collateral Manager
By: /s/ Xxxxx X. Xxxx
---------------------------------------
Name: Xxxxx X. Xxxx
Title: Director
ATRIUM II
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
ATRIUM III
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
ATRIUM IV
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
Aurum CLO 2002-1 Ltd.,
By Columbia Management Advisors, Inc.
as Investment Manger
By: /s/ Xxxx X. Xxxxx
---------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
Sankaty Advisors, LLC as Collateral
Manager for XXXXX POINT CLO,
LTD., as Term Lender
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
BIG SKY SENIOR LOAN FUND, LTD.
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX BROTHERS XXXXXXXX & CO.
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
BY: CALLIDUS DEBT PARTNERS CDO FUND I, LTD.
BY: ITS COLLATERAL MANAGER,
CALLIDUS CAPITAL MANAGEMENT, LLC
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Principal
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill I - INGOTS,
Ltd., as Term Lender
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill II - INGOTS,
Ltd., as Term Lender
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill III CLO,
Limited, as Term Lender
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
COLTS TRUST 2004-1, as
Lender
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
COSTANTINUS XXXXX XXXXX CDO V, LTD.
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
CSAM FUNDING I
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
CSAM FUNDING III
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
CSAM FUNDING IV
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
CYPRESSTREE CLAIF FUNDING LLC
By: /s/ Xxxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Assistant Vice President
Denali Capital LLC, managing member of DC
Funding Partners LLC, portfolio manager for
DENALI CAPITAL CLO I, LTD., or an affiliate
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
Denali Capital LLC, managing member of DC
Funding Partners LLC, portfolio manager for
DENALI CAPITAL CLO II, LTD., or an affiliate
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
Denali Capital LLC, managing member of DC
Funding Partners LLC, portfolio manager for
DENALI CAPITAL CLO III, LTD., or an affiliate
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
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: Managing Director
XXXXXX HIGH YIELD CDO 2001-I
BY: PRUDENTIAL INVESTMENT MANAGEMENT,
INC., AS COLLATERAL MANAGER
By: /s/ Xxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxx
Title: Principal
XXXXXX III - LEVERAGED LOAN CDO 2002
BY: PRUDENTIAL INVESTMENT MANAGEMENT,
INC., AS COLLATERAL MANAGER
By: /s/ Xxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxx
Title: Principal
XXXXXX IV - LEVERAGED LOAN CDO 2003
BY: PRUDENTIAL INVESTMENT MANAGEMENT,
INC., AS COLLATERAL MANAGER
By: /s/ Xxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxx
Title: Principal
XXXXXX LEVERAGED LOAN CDO 2002-II
BY: PRUDENTIAL INVESTMENT MANAGEMENT,
INC., AS COLLATERAL MANAGER
By: /s/ Xxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxx
Title: Principal
XXXXX XXXXX CDO III, LTD.
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX CDO VI, LTD.
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX LIMITED DURATION INCOME FUND
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX SENIOR FLOATING-RATE TRUST
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX SENIOR INCOME TRUST
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX VT FLOATING-RATE INCOME FUND
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
FIRST DOMINION FUNDING II
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
FIRST TRUST/FOUR CORNERS
SENIOR FLOATING RATE INCOME
FUND, as Lender
By: Four Corners Capital Management LLC,
As Sub-Adviser
By: /s/ Xxxx Xxxxx
---------------------------------------
Name: Xxxx Xxxxx
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/ Xxxx Xxxxx
---------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
Flagship CLO 2001-1
By Flagship Capital Management, Inc.
By: /s/ Xxxx X. Xxxxx
---------------------------------------
Name: Xxxx X. Xxxxx
Title: Director
Flagship CLO II
By Flagship Capital Management, Inc.
By: /s/ Xxxx X. Xxxxx
---------------------------------------
Name: Xxxx X. Xxxxx
Title: Director
FORTRESS PORTFOLIO TRUST,
as Lender
By: Four Corners Capital Management LLC,
As Investment Manager
By: /s/ Xxxx Xxxxx
---------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
FOUR CORNERS CLO 2005-I, LTD.
as Lender
By: Four Corners Capital Management LLC,
As Collateral Manager
By: /s/ Xxxx Xxxxx
---------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
FRANKLIN CLO I, LIMITED
By: /s/ Xxxxx Xxxxxx
---------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
FRANKLIN CLO II, LIMITED
By: /s/ Xxxxx Xxxxxx
---------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
FRANKLIN CLO III, LIMITED
By: /s/ Xxxxx Xxxxxx
---------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
FRANKLIN CLO IV, LIMITED
By: /s/ Xxxxx Xxxxxx
---------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
FRANKLIN FLOATING RATE
DAILY ACCESS FUND
By: /s/ Xxxxxxx Xxx
---------------------------------------
Name: Xxxxxxx Xxx
Title: Vice President
FRANKLIN FLOATING RATE MASTER SERIES
By: /s/ Xxxxxxx Xxx
---------------------------------------
Name: Xxxxxxx Xxx
Title: Vice President
FRANKLIN FLOATING RATE TRUST
By: /s/ Xxxxxxx Xxx
---------------------------------------
Name: Xxxxxxx Xxx
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Its Duly Authorized Signatory
XXXXXXX & CO
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
GULF STREAM-COMPASS CLO 2003-1 LTD.
BY: GULF STREAM ASSET MANAGEMENT LLC
AS COLLATERAL MANAGER
By: /s/ Xxxxx X. Love
--------------------------------------
Name: Xxxxx X. Love
Title: Chief Credit Officer
GULF STREAM-COMPASS CLO 2004-1 LTD.
BY: GULF STREAM ASSET MANAGEMENT LLC
AS COLLATERAL MANAGER
By: /s/ Xxxxx X. Love
--------------------------------------
Name: Xxxxx X. Love
Title: Chief Credit Officer
HARBOUR TOWN FUNDING LLC
By: /s/ Xxxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Assistant Vice President
XXXXXX'X ISLAND CDO, LTD.
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By: /s/ Xxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
JPMorgan Chase Bank
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
LaSalle Bank National Association
By: /s/ Xxxxxxx X. Xxxx
---------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
LightPoint CLO 2004-1, Ltd.
By: /s/ Xxxxxxx X. Xxx Xxxx
---------------------------------------
Name: Xxxxxxx X. Xxx Xxxx
Title: Managing Director
LOAN FUNDING V, LLC
BY: LOAN FUNDING V, LLC, FOR ITSELF OR AS
AGENT FOR CORPORATE LOAN FUNDING V LLC
BY: PRUDENTIAL INVESTMENT MANAGEMENT, INC., AS
PORTFOLIO MANAGER
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx
Title: Principal
Sankaty Advisors, LLC as Collateral
Manager for Loan Funding XI LLC,
as Term Lender
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
LONGHORN CDO (CAYMAN) LTD
By: Xxxxxxx Xxxxx Investment Managers, L.P.
as Investment Advisor
By: /s/ Savitri Alex
---------------------------------------
LONGHORN CDO II, LTD.
By: Xxxxxxx Xxxxx Investment Managers, L.P.
as Investment Advisor
By: /s/ Savitri Alex
---------------------------------------
LONGHORN CDO III, LTD.
By: Xxxxxxx Xxxxx Investment Managers, L.P.
as Investment Advisor
By: /s/ Savitri Alex
---------------------------------------
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Investment Managers, L.P.
as Investment Advisor
By: /s/ Savitri Alex
---------------------------------------
THE XXXXXX XXXXXX SENIOR LOAN FUND, LLC
By: Xxxxxx Xxxxxx and Company, L.P.
its manager
By: Xxxxxx Xxxxxx and Company, Inc.
its general partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
MADISON PARK
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Authorized Signatory
MOUNTAIN CAPITAL CLO 1 LTD.
By: /s/ Xxxxx Xxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
MOUNTAIN CAPITAL CLO 11 LTD.
By: /s/ Xxxxx Xxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
MOUNTAIN CAPITAL CLO III LTD
By: /s/ Xxxxx Xxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxx
Title: Director
OLYMPIC CLO I
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Operating Officer, Centre
Pacific, Manager
SIERRA CLO I
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Operating Officer, Centre
Pacific, Manager
Sankaty Advisors, LLC as Collateral
Manager for Prospect Funding I, LLC
as Term Lender
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
Sankaty Advisors, LLC as Collateral
Manager for Race Point CLO, Limited,
as Term Lender
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
Sankaty Advisors, LLC as Collateral
Manager for Race Point II CLO, Limited,
as Term Lender
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
SENIOR INCOME FUND-INCOME
OPPORTUNITY SERIES, as Lender
By: Four Corners Capital Management LLC,
As Sub-Adviser
By: /s/ Xxxx Xxxxx
--------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
SEMINOLE FUNDING LLC
By: /s/ Xxxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Assistant Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SRF 2000, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Assistant Vice President
SunAmerica Senior Floating Rate Fund, Inc.
By: AIG Global Investment Corp.
Investment Sub-Adviser
By: /s/ Xxxxxx X. Oh
----------------------------------------
Name: Xxxxxx X. Oh
Title: Managing Director
TOLLI & CO.
BY: XXXXX XXXXX MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Venture CDO 2002, Limited
By its investment advisor, MJX Asset Management
LLC
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Director
Venture II CDO 2002, Limited
By its investment advisor, MJX Asset Management
LLC
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Director
Venture III CDO Limited
By its investment advisor, MJX Asset Management
LLC
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Director
FIFTH THIRD BANK
By: /s/ Xxxxx Xxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxx
Title: VP
SCHEDULE 2.01
COMMITMENTS AND PRO RATA SHARES
TRANCHE C TERM LOAN COMMITMENT
----------------------------------------------------
TRANCHE B TERM LOAN TRANCHE C TERM LOAN
COMMITMENT AND LOANS COMMITMENT AND LOANS
REVOLVING PRO RATA CONVERTED ON FIRST FUNDED ON FIRST AMENDMENT PRO RATA
LENDER COMMITMENT SHARE AMENDMENT EFFECTIVE DATE EFFECTIVE DATE SHARE
----------------------------- --------------- -------- ------------------------ ------------------------- --------
Bank of America, N.A. $ 19,250,000.00 24.0625% 0.00 0.00 0.0000%
JPMorgan Chase Bank 19,250,000.00 24.0625% 0.00 0.00 0.0000%
Xxxxxxx Xxxxx Capital, a
division of Xxxxxxx Xxxxx 11,500,000.00 14.3750% 0.00 0.00 0.0000%
Financial Services, Inc.
Xxxxx Brothers Xxxxxxxx & Co. 5,000,000.00 6.2500% $ 7,725,000 0.00 3.8031%
General Electric Capital 10,000,000.00 12.5000% $ 15,932,812.50 0.00 7.8438%
Corporation
LaSalle Bank National 15,000,000.00 18.7500% 0.00 0.00 0.00%
Association
XxXxxxx Xxxx X/X X/X $ 1,931,250 0.00 0.9507%
Fifth Third Bank N/A N/A 0.00 10,000,000 4.9231%
Other Lenders N/A N/A $ 167,535,937.50 (1) 0.00 82.4792%
Total Converted: Total Funded:
$ 193,125,000 $10,000,000
Total $ 80,000,000.00 100.00% $203,125,000 100.00%
----------
(1) Allocations and commitments of other Lenders holding Tranche C Term Loans as
a result of the conversion of Tranche B Term Loans on the First Amendment
Effective Date are recorded on the Register held by the Administrative Agent.
