AMENDMENT NO. 5
Exhibit 10.6
AMENDMENT XX. 0
Xxxxxxxxx Xx. 0, dated as of May 11, 2007 (“Amendment No. 5”), 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
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, Borrower has requested that the Administrative Agent and the Requisite Lenders amend
certain provisions of the Credit Agreement;
WHEREAS, the Administrative Agent and the Requisite Lenders have considered and agreed to
Borrower’s requests, upon the terms and conditions set forth in this Amendment No. 5;
NOW, THEREFORE:
SECTION 1. Amendments.
(a) Amendments to Section 1.01. Defined Terms.
(1) The following defined terms shall be added to Section 1.01 of the Credit Agreement in
alphabetical order:
“Amendment No. 5” means Amendment No. 5 to this Agreement dated as of May 11, 2007.
“Amendment No. 5 Effective Date” means the date on which all conditions precedent set
forth in Section 3 of Amendment No. 5 are satisfied.
“Available Amount” means, at any time (the “Reference Date”), an amount equal
to (a) 50% of Consolidated Net Income for the period commencing at the beginning of the Fiscal
Quarter in which the Amendment No. 5 Effective Date occurs and ending on the last day of the most
recent Fiscal Quarter or Fiscal Year, as applicable, for which financial statements and the related
Compliance Certificate required to be delivered pursuant to Section 5.01(a) or Section 5.01(b) have
been received by the Administrative Agent (or in the case such Consolidated Net Income for such
period is a deficit, minus 100% of such deficit), plus (b) $100,000,000, minus (c) the aggregate
amount of any Investment made pursuant to Section 6.04(xviii) or any Restricted Payment made
pursuant to Section 6.07(xi) or any payment made pursuant to clause
(i)(B) of the proviso to Section 6.10(b) during the period commencing on the Closing Date and
ending on or prior to the Reference Date.
“Bond Hedge” shall have the meaning set forth in Section 6.04(xviii).
“Bond Hedge Counterparties” shall have the meaning set forth in Section 6.04(xviii).
“Not Otherwise Applied” means, with reference to the Available Amount that is proposed
to be applied to a particular use or transaction, that such amount (a) was not required to be
applied to prepay the Loans pursuant to Section 2.05(b) and (b) has not previously been (and is not
simultaneously being) applied to anything other than that such particular use or transaction.
“Warrants” shall have the meaning set forth in Section 6.07(xii).
(2) (i) The definition of “Excess Cash Flow Percentage” is hereby amended by deleting
“2.0:1.0” in both places where it appears and replacing it with “3.0:1.0”.
(ii) Clauses (2) and (3) of the definition of “Permitted Convertible Debt” are hereby
deleted in their entirety.
(iii) Clause (4) of the definition of “Permitted Convertible Debt” is hereby amended by
deleting the proviso to such clause and adding at the end of such clause the following
words: “except with respect to a fundamental change pursuant to clause (3) below”.
(iv) Clause (5) of the definition of “Permitted Convertible Debt” is hereby amended by
adding immediately preceding the words “and covenants thereunder” the following words: “,
repurchase upon a fundamental change provisions”.
(v) Clauses (4), (5), (6) and (7) of the definition of “Permitted Convertible Debt” are
hereby renumbered as clauses (2), (3), (4) and (5) respectively.
(vi) The definition of “Permitted Convertible Debt” is hereby amended by adding to the end
of such definition a new sentence as follows: “For avoidance of doubt, (i) any payment of
cash shall be subject to the limitations set forth in this Agreement and the other Loan
Documents and (ii) Borrower’s existing 3.25% Convertible Senior Subordinated Debentures due
2025 shall be deemed to be “Permitted Convertible Debt” for all purposes hereunder.”
(b) Amendments to Section 2.05. Optional and Mandatory Prepayments of Loans;
Repayments of Term B Loans. Section 2.05 of the Credit Agreement is hereby amended by adding
to the end of Section 2.05(e) a new sentence as follows:
“Notwithstanding the foregoing, the first $500,000,000 of Net Proceeds of Permitted
Convertible Debt issued after the Amendment No. 5 Effective Date, after purchase of
any Bond Hedge in respect thereof, shall be applied to repay outstanding Revolving
Loans (without a commitment reduction) and any excess of
such first $500,000,000 of Net Proceeds after repayment in full of such outstanding
Revolving Loans shall be used to repay Term B Loans. Any proceeds of Permitted
Convertible Debt in excess of such first $500,000,000 of Net Proceeds after the
Amendment No. 5 Effective Date shall be applied as may be otherwise set forth in
this Agreement.”
(c) Amendments to Section 2.21. Increase in Commitments. Section 2.21 of the
Credit Agreement is hereby amended by (i) deleting the amount “$400,000,000” in clause (i) of
Section 2.21(a) and replacing it with “$600,000,000 (it being understood that $200,000,000 of such
amount was used prior to the Amendment No. 5 Effective Date)”, (ii) deleting the amount
“$100,000,000” in clause (ii) of Section 2.21(a) and replacing it with “$150,000,000 (it being
understood that $50,000,000 of such amount was used prior to the Amendment No. 5 Effective Date)”
and (iii) adding the following immediately preceding the final sentence of Section 2.21(a):
“In addition to and notwithstanding the foregoing, so long as the conditions set
forth in clauses (x) and (y) of the first sentence of this Section 2.21(a) are
satisfied (substituting “Incremental Term A Loans” for “Incremental Term Loans” in
each case in such clauses), Borrower may from time to time request (i) additional
term A loans (the “Incremental Term A Loans” and the related commitments,
the “Incremental Term A Loan Commitments”) in an aggregate principal amount
for all such Incremental Term A Loans not to exceed $250,000,000; provided
that any such increase shall be in an aggregate amount of $25,000,000 or any whole
multiple of $1,000,000 in excess thereof; provided, further, that
any existing Lender approached to provide all or a portion of the Incremental Term A
Loans and related commitments may elect or decline, in its sole discretion, to
provide such loans and commitments. The Incremental Term A Loans (A) shall rank
pari passu in right of payment and right of security in respect of
the Collateral with the Term B Loans and (B) other than amortization, pricing and
maturity date, shall have the same terms as Term B Loans existing immediately prior
to the effectiveness of the amendment creating such Incremental Term Loans;
provided that (x) the Incremental Term A Loans shall not have a final
maturity date earlier than the Revolving Credit Maturity Date and (y) amortization
of Incremental Term A Loans shall not shall not be greater than pro rata across the
life of the Incremental Term A Loans. Any Lender or additional bank or financial
institution electing to make available an Incremental Term A Loan Commitment (an
“Incremental Term A Lender”) shall become a Lender or make its Incremental
Term A Commitment under this Agreement, pursuant to an Incremental Facility
Amendment to this Agreement giving effect to the modifications permitted by this
Section 2.21 and, as appropriate, the other Loan Documents, executed by the Loan
Parties, each Incremental Term A Lender and the Administrative Agent, and to any
other documentation, in each case on terms and documentation satisfactory to the
Administrative Agent and the Lead Arranger.”
and (iii) inserting “or Incremental Term A Loan Commitments, as the case may be,” “or
Incremental Term A Loans, as the case may be,” following “Incremental Term Loan
Commitments” and “Incremental Term Loans”, respectively, in Sections 2.21(b) and (c).
(d) Amendment to Section 6.01. Indebtedness; Certain Equity Securities.
Section 6.01(xi) of the Credit Agreement is hereby amended by adding at the end of such clause (xi)
the following:
“provided, further, that, notwithstanding the foregoing, the
proceeds of the first $500,000,000 of Net Proceeds of Permitted Convertible Debt
issued after the Amendment No. 5 Effective Date, after purchase of any Bond Hedge in
respect thereof, shall be applied to repay outstanding Revolving Loans (without a
reduction of Revolving Credit Commitments) as set forth in the last sentence of
Section 2.05(e);”
(e) Amendments to Section 6.04. Investments, Loans, Advances, Guarantees and
Acquisitions. Section 6.04 of the Credit Agreement is hereby amended by (i) deleting the word
“and” at the end of clause (xvi), (ii) replacing the “.” at the end of clause (xvii) with “;” and
(iii) adding new clauses (xviii) and (xix) as follows:
“(xviii) Investments in a convertible bond hedging transaction (a “Bond
Hedge”) comprised of over-the-counter call options purchased from one or more
financial institutions (the “Bond Hedge Counterparties”) substantially
concurrently with the issuance of Permitted Convertible Debt to be hedged thereby
and relating to a number of shares of Borrower common stock not to exceed the number
of shares of Borrower common stock underlying such Permitted Convertible Debt; and
(xix) so long as no Default or Event of Default shall have occurred and be
continuing, Investments not to exceed the Available Amount that is Not Otherwise
Applied.”
(f) Amendments to Section 6.05. Asset Sales. Section 6.05(xi) of the Credit
Agreement is hereby amended by inserting the words “and the Warrants” immediately preceding the
semicolon at the end of such clause.
(g) Amendments to Section 6.07. Restricted Payments. Section 6.07 of the
Credit Agreement is hereby amended by (i) deleting sub-clause (x) of clause (vii) in its entirety,
(ii) deleting the words “(y) in addition to the foregoing clause (x)” in subclause (y) of clause
(vii), (iii) deleting the word “and” at the end of clause (ix), (iv) deleting the “.” at the end of
clause (x) and replacing it with “;” and (v) adding new clauses (xi), (xii) and (xiii) as follows:
“(xi) so long as no Default or Event of Default shall have occurred and be
continuing, Restricted Payments not to exceed the Available Amount that is Not
Otherwise Applied;
“(xii) the issuance and sale to the Bond Hedge Counterparties, substantially concurrently
with the issuance of any related Permitted Convertible Debt, of warrants
(“Warrants”) relating to a number of shares of Borrower common stock not to exceed
the number of shares of Borrower common stock underlying such Permitted Convertible Debt;
provided, that the exercise or settlement of the Warrants shall be satisfied solely
in shares of Borrower common stock (or the type consideration received by holders of
Borrower common stock in any merger, amalgamation, consolidation, binding share exchange,
reclassifica-
tion, recapitalization, takeover, tender offer, nationalization or insolvency in which
common stock of the Borrower is converted into, is exchanged for or constitutes the right to
receive cash, securities other than common stock of the Borrower or other property); and
“(xiii) the performance by Borrower of its obligations under the Warrants (including, but
not limited to, settlement thereof as contemplated by clause (xii) above).”
(h) Amendments to Section 6.10. Amendments or Waivers of Certain Documents;
Prepayments of Certain Indebtedness. Section 6.10(b) of the Credit Agreement is hereby amended
by (i) adding immediately preceding the words “to the extent” in clause (i) of the proviso of such
section “(A)” and (ii) adding immediately preceding the comma at the end of such clause the
following: “and (B) so long as no Default or Event of Default shall have occurred and be
continuing, using the Available Amount that is Not Otherwise Applied”.
SECTION 2. Representations, Warranties and Covenants. The Loan Parties represent,
warrant and covenant to the Administrative Agent that:
(a) this Amendment No. 5 has been duly authorized, executed and delivered by them 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. 5, 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. 5 shall become effective
when:
(a) the Administrative Agent shall have received counterparts of this Amendment No. 5
that, when taken together, bear the signatures of Lenders constituting the Requisite Lenders
and the Loan Parties;
(b) all corporate and other proceedings taken or to be taken in connection with this
Amendment No. 5 and all documents incidental thereto, whether or not referred to herein,
shall be reasonably satisfactory in form and substance to the Administrative Agent; and
(c) 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. 5 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 5.
SECTION 5. Credit Agreement; Loan Document. Except as expressly set forth herein,
this Amendment No. 5 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. 5 shall be deemed to be a “Loan Document” within the meaning of the Credit Agreement.
SECTION 6. Counterparts. This Amendment No. 5 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 page of
this Amendment No. 5 by facsimile transmission shall be as effective as delivery of a manually
executed counterpart of this Amendment No. 5.
SECTION 7. Roles. Citigroup Global Markets Inc. shall act in the capacity as Sole
Lead Arranger and Sole Bookrunner with respect to this Amendment No. 5, but in such capacities
shall not have any obligations, duties or responsibilities, nor shall incur any liabilities, under
this Amendment No. 5 or any other Loan Document.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to be duly executed by
their authorized officers as of the date set forth above.
LIFEPOINT HOSPITALS, INC. |
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By: | /s/ Xxxxxxx X. Xxxxxxxxx III | |||
Name: | Xxxxxxx X. Xxxxxxxxx III | |||
Title: | President and Chief Executive Officer | |||
EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO (other than LifePoint Asset Management Company, Inc.) |
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By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Senior Vice President and Chief Accounting Officer | |||
LIFEPOINT ASSET MANAGEMENT COMPANY, INC. |
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By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Senior Vice President and Chief Accounting Officer | |||
[Amendment No. 5]
CONSENTED TO: | ||||||||||
CITICORP NORTH AMERICA, INC., | ||||||||||
as Administrative Agent | ||||||||||
By: |
/s/ Xxxx X. Xxxxxxx | |||||||||
Name: Xxxx X. Xxxxxxx | ||||||||||
Title: Managing Director | ||||||||||
CITICORP NORTH AMERICA, INC., | ||||||||||
as a Lender | ||||||||||
By: | /s/ Xxxx X. Xxxxxxx | |||||||||
Title: Managing Director |
[Amendment No. 5]
CIBC Inc., as a Lender |
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By: | /s/ Xxxxxxxx Xxxxx | |||
Name: | Xxxxxxxx Xxxxx | |||
Title: | Authorized Signatory | |||
Blue Shield of California, as a Lender |
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By: | /s/ Xxxxx Xxxxxx | |||
Name: | Xxxxx Xxxxxx | |||
Title: | Vice President | |||
Franklin CLO I, Limited, as a Lender |
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By: | /s/ Xxxxx Xxxxxx | |||
Name: | Xxxxx Xxxxxx | |||
Title: | Vice President | |||
Franklin CLO IV, Limited, as a Lender |
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By: | /s/ Xxxxx Xxxxxx | |||
Name: | Xxxxx Xxxxxx | |||
Title: | Vice President | |||
Franklin CLO V, LTD, as a Lender |
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By: | /s/ Xxxxx Xxxxxx | |||
Name: | Xxxxx Xxxxxx | |||
Title: | Vice President | |||
WestLB AG, New York Branch, as a Lender |
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By: | /s/ Xxxxxx Xxxxxx | |||
Name: | Xxxxxx Xxxxxx | |||
Title: | Director | |||
[Amendment No. 5]
By: | /s/ Xxxxxxx XxXxxxx | |||
Name: | Xxxxxxx XxXxxxx | |||
Title: | Manager | |||
IKB Capital Corporation, as a Lender |
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By: | /s/ Xxxxxx Xxxxxx | |||
Name: | Xxxxxx Xxxxxx | |||
Title: | Portfolio Manager | |||
BlackRock Senior Income Series BlackRock Senior Income Series IV BlackRock Floating Rate Income Strategies Fund, Inc. Master Senior Floating Rate Trust, as a Lender |
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By: | /s/ Xxxxxx Xxxxxxx | |||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
Commerzbank, AG, New York and Grand Cayman Branches, as a Lender |
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By: | /s/ Xxxxxx C.A. Xxxxxxxx, Jr. | |||
Name: | Xxxxxx C.A. Xxxxxxxx, Jr. | |||
Title: | SVP & Manager | |||
By: | /s/ Xxxxxxxx Xxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxx | |||
Title: | Vice President | |||
Regions Bank, as a Lender |
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By: | /s/ Xxxxx Xxxxxxxx | |||
Name: | Xxxxx Xxxxxxxx | |||
Title: | Senior Vice President | |||
[Amendment No. 5]
USB AG, Stamford Branch, as a Lender |
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By: | /s/ Xxxxxxx Gervollno | |||
Name: | Xxxxxxx Xxxxxxxxx | |||
Title: | Director Banking Products Services, US | |||
By: | /s/ Xxxx Xxxxxxxxxxxx | |||
Name: | Xxxx Xxxxxxxxxxxx | |||
Title: | Associate Director Banking Products Services, US | |||
U.S. Bank, N.A., as a Lender |
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By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Vice President | |||
Bank of America, N.A., as a Lender |
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By: | /s/ Xxxx X. Xxxxx | |||
Name: | Xxxx X. Xxxxx | |||
Title: | Vice President | |||
Beecher CBNA Loan Funding LLC, as a Lender |
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By: | /s/ Xxx Xxxxx | |||
Name: | Xxx Xxxxx | |||
Title: | Attorney-in-Fact | |||
[Amendment No. 5]
Xxx Xxxxxx Senior Loan Fund |
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by: | Xxx Xxxxxx Asset Management, as a Lender |
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By: | /s/ Xxxxxxxxx Xxxxxxxx | |||
Name: | Xxxxxxxxx Xxxxxxxx | |||
Title: | Managing Director | |||
Xxx Xxxxxx Senior Income Trust |
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by: | Xxx Xxxxxx Asset Management, as a Lender |
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By: | /s/ Xxxxxxxxx Xxxxxxxx | |||
Name: | Xxxxxxxxx Xxxxxxxx | |||
Title: | Managing Director | |||
Bushnell CBNA Loan Funding LLC, for itself or as agent for Bushnell CFPI Loan Funding LLC, as a Lender |
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By: | /s/ Xxxx Xxxxxx | |||
Name: | Xxxx Xxxxxx | |||
Title: | Attorney-in-Fact | |||
Citibank, N.A., as a Lender |
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By: | /s/ Xxxxxxxxx X. Xxxxxxx | |||
Name: | Xxxxxxxxx X. Xxxxxxx | |||
Title: | Attorney-in-Fact | |||
Augusta Funding LLC, as a Lender |
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By: | /s/ Xxxx X. Xxxxx | |||
Name: | Xxxx X. Xxxxx | |||
Title: | Assistant Vice President | |||
[Amendment No. 5]
Jupiter Loan Funding LLC, as a Lender |
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By: | /s/ Xxxx X. Xxxxx | |||
Name: | Xxxx X. Xxxxx | |||
Title: | Assistant Vice President | |||
Harbour Town Funding LLC, as a Lender |
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By: | /s/ Xxxx X. Xxxxx | |||
Name: | Xxxx X. Xxxxx | |||
Title: | Assistant Vice President | |||
Long Lane Master Trust IV, as a Lender |
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By: | /s/ Xxxx X. Xxxxx | |||
Name: | Xxxx X. Xxxxx | |||
Title: | Assistant Vice President | |||
Muirfield Trading, as a Lender |
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By: | /s/ Xxxx X. Xxxxx | |||
Name: | Xxxx X. Xxxxx | |||
Title: | Assistant Vice President | |||
Fidelity Central Investment Portfolios LLC: Fidelity Floating Rate Central Investment Portfolio, as a Lender |
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By: | /s/ Xxxxx X. Xxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxx | |||
Title: | Assistant Treasurer | |||
SunTrust Bank, as a Lender |
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By: | /s/ Xxxx X. Xxxxxxx | |||
Name: | Xxxx X. Xxxxxxx | |||
Title: | Managing Director | |||
[Amendment No. 5]
AMMC CLO IV, LIMITED |
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By: | American Money Management Corp., as Collateral Manager, as a Lender |
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Senior Vice President | |||
AMMC CLO V, LIMITED |
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By: | American Money Management Corp., as Collateral Manager, as a Lender |
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Senior Vice President | |||
AMMC CLO VI, LIMITED |
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By: | American Money Management Corp., as Collateral Manager, as a Lender |
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Senior Vice President | |||
AMMC VII, LIMITED |
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By: | American Money Management Corp., as Collateral Manager, as a Lender |
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Senior Vice President | |||
[Amendment No. 5]
General Electric Capital Corporation, as a Lender |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Its Duly Authorized Signatory, as a Lender | |||
Ares Enhanced Loan Investment Strategy II, Ltd. |
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By: | Ares Enhanced Loan Management II, L.P., Investment Manager |
By: | Ares Enhanced Loan XX XX, LLC Its General Partner |
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By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Vice President | |||
MFL Ares Enhanced Loan Investment Strategy IR Ltd., as Trustee of the Ares Enhanced Loan Investment Strategy IR Trust |
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By: | Ares Enhanced Loan Management IR, L.P., as Portfolio Manager |
By: | Ares Enhanced Loan IR GP, LLC, as its General Partner |
By: | Ares Management LLC, as its Manager | |||
By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Vice President | |||
[Amendment No. 5]
Ares Leveraged Finance General I |
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By: | Ares CLO Management XI, L.P. |
By: | Ares CLO GP XI, LLC, its General Partner |
By: | Ares Management LLC, its Manager |
By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Vice President | |||
Ares X CLO Ltd. |
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By: | Ares CLO Management X, L.P., Investment Manager |
By: | Ares CLO GP X, LLC, its General Partner |
By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Vice President |
Ares IIR CLO Ltd. |
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By: | Ares CLO Management IIR, L.P., Investment Manager |
By: | Ares CLO GP IIR, LLC, Its General Partner |
By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Vice President | |||
[Amendment No. 5]
Ares IIIR/IVR CLO Ltd. |
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By: | Ares CLO Management IIIR/IVR, L.P. |
By: | Ares CLO GP IIIR/IVR, LLC, Its General Partner |
By: | Ares Management LLC, Its Manager |
By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Vice President |
Ares VR CLO Ltd. |
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By: | Ares CLO Management VR, L.P., Investment Manager |
By: | Ares CLO GP VR, LLC, Its General Partner |
By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Vice President |
Ares VIR CLO Ltd. |
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By: | Ares CLO Management VIR, L.P., Investment Manager |
By: | Ares CLO GP VIR, LLC, Its General Partner |
By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Vice President | |||
[Amendment No. 5]
Ares VIII CLO Ltd. |
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By: |
Ares CLO Management VIII, L.P., Investment Manager |
By: | Ares CLO GP VIII, LLC, Its General Partner |
By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Vice President | |||
Ares IX CLO Ltd. |
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By: | Ares CLO Management IX, L.P., Investment Manager |
By: | Ares CLO GP IX, LLC, Its General Partner |
By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Vice President | |||
Confluent 2 Limited |
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By: | Ares Private Account Management I, L.P., as Sub-Manager |
By: | Ares Private Account Management I GP, LLC, as General Partner |
By: | Ares Management LLC, as Manager |
By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Vice President | |||
[Amendment No. 5]
Ares VII CLO Ltd. |
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By: | Ares CLO Management VII, L.P., | |||
Investment Manager | ||||
By: | Ares CLO GP VII, LLC, | |||
Its General Partner | ||||
By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Vice President | |||
Trumbull THC2 Loan Funding LLC, for itself or as agent for Trumbull THC2 CFPI Loan Funding LLC, as a Lender |
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By: | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | Attorney-in-Fact | |||
Xxxxxxx CBNA Loan Funding LLC, for itself or as agent
for Xxxxxxx CFPI Loan Funding LLC, as a Lender |
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By: | /s/ Xxxxxxx Xxxxxxx | |||
Name: | Xxxxxxx Xxxxxxx | |||
Title: | Attorney-in-Fact | |||
Carlyle Loan Investment, Ltd., as a Lender |
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By: | /s/ Xxxxx Xxxx | |||
Name: | Xxxxx Xxxx | |||
Title: | Managing Director | |||
Carlyle Loan Opportunity Fund, as a Lender |
||||
By: | /s/ Xxxxx Xxxx | |||
Name: | Xxxxx Xxxx | |||
Title: | Managing Director |
[Amendment No. 5]
Carlyle Capital Investment Limited, as a Lender |
||||
By: | /s/ Xxxxx Xxxx | |||
Name: | Xxxxx Xxxx | |||
Title: | Managing Director | |||
Carlyle High Yield Partners X, Ltd., as a Lender |
||||
By: | /s/ Xxxxx Xxxx | |||
Name: | Xxxxx Xxxx | |||
Title: | Managing Director | |||
Carlyle High Yield Partners IX, Ltd., as a Lender |
||||
By: | /s/ Xxxxx Xxxx | |||
Name: | Xxxxx Xxxx | |||
Title: | Managing Director | |||
Carlyle High Yield Partners VIII, Ltd., as a Lender |
||||
By: | /s/ Xxxxx Xxxx | |||
Name: | Xxxxx Xxxx | |||
Title: | Managing Director | |||
Carlyle High Yield Partners VI, Ltd., as a Lender |
||||
By: | /s/ Xxxxx Xxxx | |||
Name: | Xxxxx Xxxx | |||
Title: | Managing Director | |||
Carlyle High Yield Partners IV, Ltd., as a Lender |
||||
By: | /s/ Xxxxx Xxxx | |||
Name: | Xxxxx Xxxx | |||
Title: | Managing Director |
[Amendment No. 5]
Carlyle High Yield Partners VII, Ltd., as a Lender |
||||
By: | /s/ Xxxxx Xxxx | |||
Name: | Xxxxx Xxxx | |||
Title: | Managing Director | |||
Xxxxxxx Xxxxx Bank, FSB, as a Lender |
||||
By: | /s/ Xxxxxx X. Xxxxx | |||
Name: | Xxxxxx X. Xxxxx | |||
Title: | Vice President | |||
The Hartford Mutual Funds, Inc., on behalf of the Hartford Floating Rate Fund by Hartford Investment Management Company, its sub-advisor, as a Lender |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Vice President | |||
The Hartford Mutual Funds, Inc., on behalf of The Hartford Income Fund |
||||
By | Hartford Investment Management Company its Subadvisor, as a Lender | |||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Vice President |
[Amendment No. 5]
The Hartford Mutual Funds, Inc., on behalf of The Hartford Inflation Plus Fund |
||||
By | Hartford Investment Management Company its Subadvisor, as a Lender | |||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Vice President | |||
Hartford Series Fund, Inc., on behalf of Hartford Total Return Bond HLS Fund |
||||
By | Hartford Investment Management Company its Subadvisor, as a Lender | |||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Vice President | |||
The Hartford Mutual Funds, Inc., on behalf of The Hartford Total Return Bond Fund |
||||
By | Hartford Investment Management Company its Subadvisor, as a Lender | |||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Vice President | |||
ING PRIME RATE TRUST |
||||
By: | ING Investment Management Co. | |||
as its Investment Manager | ||||
By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx, CFA | |||
Title: | Senior Vice President |
[Amendment No. 5]
ING SENIOR INCOME FUND |
||||
By: | ING Investment Management Co. | |||
as its Investment Manager | ||||
By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx, CFA | |||
Title: | Senior Vice President | |||
Fall Creek CLO, Ltd., as a Lender |
||||
By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Authorized Xxxxxx | |||
Bear Xxxxxxx Loan Trust |
||||
By: | Bear Xxxxxxx Asset Management, Inc., | |||
as its attorney-in-fact, as a Lender | ||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||
Name: | Xxxx X. Xxxxxxxxx | |||
Title: | Managing Director | |||
Bear Xxxxxxx Institutional Loan Master Fund |
||||
By: | Bear Xxxxxxx Asset Management Inc. | |||
as its attorney-in-fact, as a Lender | ||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||
Name: | Xxxx X. Xxxxxxxxx | |||
Title: | Managing Director | |||
Gallatin Funding I Ltd. |
||||
By: | Bear Xxxxxxx Asset Management Inc. | |||
as its Collateral Manager, as a Lender | ||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||
Name: | Xxxx X. Xxxxxxxxx | |||
Title: | Managing Director |
[Amendment No. 5]
Gallatin CLO II 2005-1 LTD. |
||||
By: | Bear Xxxxxxx Asset Management Inc. | |||
as its Collateral Manager, as a Lender | ||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||
Name: | Xxxx X. Xxxxxxxxx | |||
Title: | Managing Director | |||
Gallatin CLO III 2007-1, Ltd. As Assignee |
||||
By: | Bear Xxxxxxx Asset Management Inc. | |||
as its Collateral Manager, as a Lender | ||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||
Name: | Xxxx X. Xxxxxxxxx | |||
Title: | Managing Director | |||
NAVIGARE TOTAL RETURN LOAN FUND I (SEGREGATED PORTFOLIO), as a Lender |
||||
By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Managing Director | |||
AIM FLOATING RATE FUND |
||||
By: | INVESCO Senior Secured Management, Inc. As Sub-Adviser | |||
By: | /s/ Xxxxxx Xxxxxxx | |||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory |
[Amendment No. 5]
ALZETTE EUROPEAN CLO S.A. |
||||
By: | INVESCO Senior Secured Management, Inc. As Collateral Manager | |||
By: | /s/ Xxxxxx Xxxxxxx | |||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
AVALON CAPITAL LTD. 3 |
||||
By: | INVESCO Senior Secured Management, Inc. As Asset Manager | |||
By: | /s/ Xxxxxx Xxxxxxx | |||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
BELHURST CLO LTD. |
||||
By: | INVESCO Senior Secured Management, Inc. As Collateral Manager | |||
By: | /s/ Xxxxxx Xxxxxxx | |||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
DIVERSIFIED CREDIT PORTFOLIO LTD. |
||||
By: | INVESCO Senior Secured Management, Inc. as Investment Adviser | |||
By: | /s/ Xxxxxx Xxxxxxx | |||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory |
[Amendment No. 5]
LIMEROCK CLO I |
||||
By: | INVESCO Senior Secured Management, Inc. As Investment Manager | |||
By: | /s/ Xxxxxx Xxxxxxx | |||
Name: | Xxxxxx Xxxxxxx | |||
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 Xxxxxxx | |||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
MOSELLE CLO S.A. |
||||
By: | INVESCO Senior Secured Management, Inc. As Collateral Manager | |||
By: | /s/ Xxxxxx Xxxxxxx | |||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
NAUTIQUE FUNDING LTD. |
||||
By: | INVESCO Senior Secured Management, Inc. As Collateral Manager | |||
By: | /s/ Xxxxxx Xxxxxxx | |||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory |
[Amendment No. 5]
NAUTIQUE FUNDING II LTD. |
||||
By: | INVESCO Senior Secured Management, Inc. As Collateral Manager | |||
By: | /s/ Xxxxxx Xxxxxxx | |||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
PETRUSSE EUROPEAN CLO S.A. |
||||
By: | INVESCO Senior Secured Management, Inc. As Collateral Manager | |||
By: | /s/ Xxxxxx Xxxxxxx | |||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
SARATOGA CLO I, LIMITED |
||||
By: | INVESCO Senior Secured Management, Inc. As the Asset Manager | |||
By: | /s/ Xxxxxx Xxxxxxx | |||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
WASATCH CLO LTD. |
||||
By: | INVESCO Senior Secured Management, Inc. As Portfolio Manager | |||
By: | /s/ Xxxxxx Xxxxxxx | |||
Name: | Xxxxxx Xxxxxxx | |||
Title: | Authorized Signatory | |||
National City Bank, as a Lender |
||||
By: | /s/ Xxxxx Xxxxx | |||
Name: | Xxxxx Xxxxx | |||
Title: | Senior Vice President |
[Amendment No. 5]
SECURITY BENEFIT LIFE INSURANCE COMPANY, as a Lender |
||||
By: | Four Corners Capital Management LLC, As Sub-Adviser | |||
By: | /s/ Xxxxx Xxxxx, CFA | |||
Name: | Xxxxx Xxxxx, CFA | |||
Title: | Senior Vice President | |||
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME
FUND II, as a Lender |
||||
By: | Four Corners Capital Management LLC, As Sub-Adviser | |||
By: | /s/ Xxxxx Xxxxx, CFA | |||
Name: | Xxxxx Xxxxx, CFA | |||
Title: | Senior Vice President | |||
MACQUARIE/FIRST TRUST GLOBAL INFRASTRUCTURE/UTILITIES DIVIDEND & INCOME FUND, as a Lender |
||||
By: | Four Corners Capital Management LLC, As Sub-Adviser | |||
By: | /s/ Xxxxx Xxxxx, CFA | |||
Name: | Xxxxx Xxxxx, CFA | |||
Title: | Senior Vice President | |||
FORTRESS PORTFOLIO TRUST, as a Lender |
||||
By: | Four Corners Capital Management LLC, As Investment Manager | |||
By: | /s/ Xxxxx Xxxxx, CFA | |||
Name: | Xxxxx Xxxxx, CFA | |||
Title: | Senior Vice President | |||
[Amendment No. 5]
FOUR CORNERS CLO 2005-I, LTD., as a Lender |
||||
By: | Four Corners Capital Management LLC, | |||
As Collateral Manager |
||||
By: | /s/ Xxxxx Xxxxx, CFA | |||
Name: | Xxxxx Xxxxx, CFA | |||
Title: | Senior Vice President | |||
Veritas CLO II Ltd., as a Lender |
||||
By: | /s/ Xxxx X. Xxxxxxxx | |||
Name: | Xxxx X. Xxxxxxxx | |||
Title: | Attorney-in-fact | |||
Prospero CLO I, BV, as a Lender |
||||
By: | /s/ Xxxx X. Xxxxxxxx | |||
Name: | Xxxx X. Xxxxxxxx | |||
Title: | Attorney-in-fact | |||
Atlas Loan Funding (CENT I) LLC |
||||
By: | RiverSource Investments, LLC | |||
Attorney-in-fact, as a Lender | ||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Director of Operations | |||
Centurion CDO II, Ltd. |
||||
By: | RiverSource Investments, LLC | |||
As Collateral Manager, as a Lender |
||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Director of Operations | |||
[Amendment No. 5]
Centurion CDO III, Limited |
||||
By: | RiverSource Investments, LLC | |||
As Collateral Manager, as a Lender |
||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Director of Operations | |||
Centurion CDO VI, Ltd. |
||||
By: | RiverSource Investments, LLC | |||
As Collateral Manager, as a Lender |
||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Director of Operations | |||
Centurion CDO VII, Ltd. |
||||
By: | RiverSource Investments, LLC | |||
As Collateral Manager, as a Lender |
||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Director of Operations | |||
Centurion CDO 8, Limited |
||||
By: | RiverSource Investments, LLC | |||
As Collateral Manager, as a Lender |
||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Director of Operations | |||
Centurion CDO 9, Ltd. |
||||
By: | RiverSource Investments, LLC | |||
As Collateral Manager, as a Lender |
||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Director of Operations | |||
[Amendment No. 5]
Cent CDO XI, Limited |
||||
By: | RiverSource Investments, LLC | |||
As Collateral Manager, as a Lender |
||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Director of Operations | |||
Cent CDO 12, Limited |
||||
By: | RiverSource Investments, LLC | |||
As Collateral Manager, as a Lender |
||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Director of Operations | |||
RiverSource Bond Series, Inc. - RiverSource Floating Rate Fund, as a Lender |
||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Assistant Vice President | |||
Sequils-Centurion V, Ltd. |
||||
By: | RiverSource Investments, LLC | |||
As Collateral Manager, as a Lender |
||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Director of Operations | |||
Xxxxxxxx Floating Rate Fund, LLC, as a Lender |
||||
By: | /s/ Xxxx Xxxxxxx | |||
Name: | Xxxx Xxxxxxx | |||
Title: | Managing Director | |||
[Amendment No. 5]
OWS CLO I, Ltd., as a Lender |
||||
By: | /s/ Xxxx Xxxxxxx | |||
Name: | Xxxx Xxxxxxx | |||
Title: | Managing Director | |||
The Bank of New York, as a Lender |
||||
By: | /s/ Xxxx Xxxxxxx | |||
Name: | Xxxx Xxxxxxx | |||
Title: | Managing Director | |||
U.S. Bank Loan Fund (M) (Master Trust), as a Lender |
||||
By: | /s/ Xxxx Xxxxxxx | |||
Name: | Xxxx Xxxxxxx | |||
Title: | Managing Director | |||
Ameriprise Certificate Company |
||||
By: | RiverSource Investments, LLC as Collaeral Manager, as a Lender | |||
By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Senior Managing Director | |||
RiverSource Life Insurance Company |
||||
By: | RiverSource Investments, LLC as Collaeral Manager, as a Lender | |||
By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Senior Managing Director | |||
[Amendment No. 5]
Fifth Third Bank, as a Lender |
||||
By: | /s/ Xxxx Xxxxxxxxxxx | |||
Name: | Xxxx Xxxxxxxxxxx | |||
Title: | Vice President | |||
UBS LOAN FINANCE LLC, as a Lender |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Director | |||
By: | /s/ Xxxx X. Xxxxx | |||
Name: | Xxxx X. Xxxxx | |||
Title: | Associate Director | |||
KEYBANK NATIONAL ASSOCIATION, as a Lender |
||||
By: | /s/ X. X. Xxxxxx | |||
Name: | X. X. Xxxxxx | |||
Title: | Senior Vice President | |||
Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO III, LTD., or an affiliate |
||||
By: | /s/ Xxxx X. Xxxxxxx | |||
Name: | Xxxx X. Xxxxxxx | |||
Title: | Chief Credit Officer | |||
Denali Capital LLC, managing member of DC Funding Partners, LLC, portfolio manager for DENALI CAPITAL CLO IV, LTD., or an affiliate |
||||
By: | /s/ Xxxx X. Xxxxxxx | |||
Name: | Xxxx X. Xxxxxxx | |||
Title: | Chief Credit Officer | |||
Denali Capital LLC, managing member of DC Funding
Partners, LLC, portfolio manager for DENALI CAPITAL
CLO V, LTD., or an affiliate |
||||
By: | /s/ Xxxx X. Xxxxxxx | |||
Name: | Xxxx X. Xxxxxxx | |||
Title: | Chief Credit Officer |
[Amendment No. 5]
Denali Capital LLC, managing member of DC Funding Partners, LLC, portfolio manager for DENALI CAPITAL CLO VI, LTD., or an affiliate |
||||
By: | /s/ Xxxx X. Xxxxxxx | |||
Name: | Xxxx X. Xxxxxxx | |||
Title: | Chief Credit Officer | |||
Denali Capital LLC, managing member of DC Funding
Partners, LLC, portfolio manager for DENALI CAPITAL CLO VII, LTD., or an affiliate |
||||
By: | /s/ | |||
Name: | Xxxx X. Xxxxxxx | |||
Title: | Chief Credit Officer | |||
Greywolf CLO I, Ltd., as a Lender |
||||
By: | /s/ Xxxxxxx Xxxx | |||
Name: | Xxxxxxx Xxxx | |||
Title: | Authorized Signer | |||
WhiteHorse I, Ltd. |
||||
By: | WhiteHorse Capital Partners, L.P. | |||
As Collateral Manager |
||||
By: | /s/ Xxxxx Xxxxxxxxx | |||
Name: | Xxxxx Xxxxxxxxx | |||
Title: | Manager | |||
WhiteHorse II, Ltd. |
||||
By: | WhiteHorse Capital Partners, L.P. | |||
As Collateral Manager |
||||
By: | /s/ Xxxxx Xxxxxxxxx | |||
Name: | Xxxxx Xxxxxxxxx | |||
Title: | Manager | |||
WhiteHorse III, Ltd. |
||||
By: | WhiteHorse Capital Partners, L.P. | |||
As Collateral Manager |
||||
By: | /s/ Xxxxx Xxxxxxxxx | |||
Name: | Xxxxx Xxxxxxxxx | |||
Title: | Manager |
[Amendment No. 5]
KNIGHT CBNA LOAN FUNDING- KNIGHT CFPI LOAN FUNDING LLC Knight CBNA Loan Funding LLC, for itself or as Agent for Knight CFPI Loan Funding LLC, as a Lender |
||||
By: | /s/ Xxxxx XxxXxxxxxxxxx | |||
Name: | Xxxxx XxxXxxxxxxxxx | |||
Title: | Assistant Vice President | |||
LCM IV, Ltd. |
||||
By: | Lyon Capital Management LLC, | |||
As Collateral Manager, as a Lender |
||||
By: | /s/ Xxxxxx X. Xxxxx | |||
Name: | Xxxxxx X. Xxxxx | |||
Title: | Portfolio Manager | |||
LCM II LIMITED PARTNERSHIP |
||||
By: | Lyon Capital Management LLC, | |||
As Collateral Manager, as a Lender |
||||
By: | /s/ Xxxxxx X. Xxxxx | |||
Name: | Xxxxxx X. Xxxxx | |||
Title: | Portfolio Manager | |||
LCM III, Ltd. |
||||
By: | Lyon Capital Management LLC, | |||
As Collateral Manager, as a Lender |
||||
By: | /s/ Xxxxxx X. Xxxxx | |||
Name: | Xxxxxx X. Xxxxx | |||
Title: | Portfolio Manager |
[Amendment No. 5]
LCM V, LTD. |
||||
By: | Lyon Capital Management LLC, | |||
As Collateral Manager, as a Lender |
||||
By: | /s/ Xxxxxx X. Xxxxx | |||
Name: | Xxxxxx X. Xxxxx | |||
Title: | Portfolio Manager | |||
LCM VI, LTD. |
||||
By: | Lyon Capital Management LLC, | |||
as Attorney-in-fact, as a Lender |
||||
By: | /s/ Xxxxxx X. Xxxxx | |||
Name: | Xxxxxx X. Xxxxx | |||
Title: | Portfolio Manager | |||
LCM VII, LTD. |
||||
By: | Lyon Capital Management LLC, | |||
as Attorney-in-fact, as a Lender | ||||
By: | /s/ Xxxxxx X. Xxxxx | |||
Name: | Xxxxxx X. Xxxxx | |||
Title: | Portfolio Manager |
|||
PPM America, Inc., as Attorney-in-fact, on behalf of Xxxxxxx National Life Insurance Company, as a Lender |
||||
By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Managing Director |
|||
Sovereign Bank, as a Lender |
||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Senior Vice President | |||
[Amendment No. 5]
Exhibit 10.6
SCHEDULE I
GUARANTORS
America Management Companies, LLC
AMG-Xxxxxxxx, LLC
AMG-Hilcrest, LLC
AMG-Hillside, LLC
AMG-Xxxxxxxxxx, LLC
AMG-Xxxxx, LLC
AMG-Southern Tennessee, LLC
AMG-Trinity, LLC
Andalusia Physician Practices, LLC
Ashland Physician Services, LLC
Ashley Valley Medical Center, LLC
Ashley Valley Physician Practice, LLC
Athens Physician Practice, LLC
Athens Regional Medical Center, LLC
Xxxxxx Medical Center, LLC
Bartow General Partner, LLC
Bartow Healthcare System, Ltd.
Bartow Memorial Limited Partner, LLC
Bourbon Community Hospital, LLC
Bourbon Physician Practice, LLC
Brim Hospitals, Inc.
Buffalo Trace Radiation Oncology Associates, LLC
Care Health Company, Inc.
Castleview Hospital, LLC
Castleview Medical, LLC
Castleview Physician Practice, LLC
Clinch Professional Physician Services, LLC
Clinch Valley Endocrinology, LLC
Clinch Valley Pulmonology, LLC
Clinch Valley Urology, LLC
Coastal Carolina Physician Practices, LLC
Colorado Plains Physician Practices, LLC
Community Hospital of Xxxxxx, Inc
Community Medical, LLC
Xxxxxxxx Hospital, LLC
Xxxxxxxx PHO, LLC
Danville Diagnostic Imaging Center, LLC
Danville Physician Practices, LLC
Danville Regional Medical Center, LLC
Danville Regional Medical Center School of Health Professions, LLC
Dodge City Healthcare Group, LP
Dodge City Healthcare Partner, Inc
AMG-Xxxxxxxx, LLC
AMG-Hilcrest, LLC
AMG-Hillside, LLC
AMG-Xxxxxxxxxx, LLC
AMG-Xxxxx, LLC
AMG-Southern Tennessee, LLC
AMG-Trinity, LLC
Andalusia Physician Practices, LLC
Ashland Physician Services, LLC
Ashley Valley Medical Center, LLC
Ashley Valley Physician Practice, LLC
Athens Physician Practice, LLC
Athens Regional Medical Center, LLC
Xxxxxx Medical Center, LLC
Bartow General Partner, LLC
Bartow Healthcare System, Ltd.
Bartow Memorial Limited Partner, LLC
Bourbon Community Hospital, LLC
Bourbon Physician Practice, LLC
Brim Hospitals, Inc.
Buffalo Trace Radiation Oncology Associates, LLC
Care Health Company, Inc.
Castleview Hospital, LLC
Castleview Medical, LLC
Castleview Physician Practice, LLC
Clinch Professional Physician Services, LLC
Clinch Valley Endocrinology, LLC
Clinch Valley Pulmonology, LLC
Clinch Valley Urology, LLC
Coastal Carolina Physician Practices, LLC
Colorado Plains Physician Practices, LLC
Community Hospital of Xxxxxx, Inc
Community Medical, LLC
Xxxxxxxx Hospital, LLC
Xxxxxxxx PHO, LLC
Danville Diagnostic Imaging Center, LLC
Danville Physician Practices, LLC
Danville Regional Medical Center, LLC
Danville Regional Medical Center School of Health Professions, LLC
Dodge City Healthcare Group, LP
Dodge City Healthcare Partner, Inc
Xxxxxx Community Medical Center, LLC
Xxxxx-Med, Inc.
Georgetown Community Hospital, LLC
Georgetown Rehabilitation, LLC
Xxxxx Valley Hospital, LLC
Xxxxxxxx Hospital, LLC
HCK Xxxxx Memorial, LLC
HDP Xxxxxx, LLC
HDP Georgetown, LLC
Hillside Hospital, LLC
Historic LifePoint Hospitals, Inc.
HRMC, LLC
HST Physician Practice, LLC
HTI Georgetown, LLC
HTI PineLake, LLC
Integrated Physician Services, LLC
Kansas Healthcare Management Company, Inc.
Kansas Healthcare Management Services, LLC
Kentucky Hospital, LLC
Kentucky Medserv, LLC
Kentucky MSO, LLC
Kentucky Physician Services, Inc.
Lake Cumberland Physician Practices, LLC
Lake Cumberland Regional Hospital, LLC
Lake Cumberland Regional Physician Hospital Organization, LLC
Lakeland Community Hospital, LLC
Lakeland Physician Practices, LLC
Lander Valley Medical Center, LLC
Lander Valley Physician Practices, LLC
Las Cruces Physician Practices, LLC
LHSC, LLC
LifePoint Acquisition Corp.
LifePoint Asset Management Company, Inc.
LifePoint Billing Services, LLC
LifePoint Corporate Services, General Partnership
LifePoint CSGP, LLC
LifePoint CSLP, LLC
LifePoint Holdings 2, LLC
Lifepoint Holdings 3, Inc.
LifePoint Hospitals, Inc.
LifePoint Hospitals Holdings, Inc.
LifePoint Medical Group — Hillside, Inc
LifePoint of GAGP, LLC
LifePoint of Georgia, Limited Partnership
LifePoint of Kentucky, LLC
LifePoint of Lake Cumberland, LLC
Xxxxx-Med, Inc.
Georgetown Community Hospital, LLC
Georgetown Rehabilitation, LLC
Xxxxx Valley Hospital, LLC
Xxxxxxxx Hospital, LLC
HCK Xxxxx Memorial, LLC
HDP Xxxxxx, LLC
HDP Georgetown, LLC
Hillside Hospital, LLC
Historic LifePoint Hospitals, Inc.
HRMC, LLC
HST Physician Practice, LLC
HTI Georgetown, LLC
HTI PineLake, LLC
Integrated Physician Services, LLC
Kansas Healthcare Management Company, Inc.
Kansas Healthcare Management Services, LLC
Kentucky Hospital, LLC
Kentucky Medserv, LLC
Kentucky MSO, LLC
Kentucky Physician Services, Inc.
Lake Cumberland Physician Practices, LLC
Lake Cumberland Regional Hospital, LLC
Lake Cumberland Regional Physician Hospital Organization, LLC
Lakeland Community Hospital, LLC
Lakeland Physician Practices, LLC
Lander Valley Medical Center, LLC
Lander Valley Physician Practices, LLC
Las Cruces Physician Practices, LLC
LHSC, LLC
LifePoint Acquisition Corp.
LifePoint Asset Management Company, Inc.
LifePoint Billing Services, LLC
LifePoint Corporate Services, General Partnership
LifePoint CSGP, LLC
LifePoint CSLP, LLC
LifePoint Holdings 2, LLC
Lifepoint Holdings 3, Inc.
LifePoint Hospitals, Inc.
LifePoint Hospitals Holdings, Inc.
LifePoint Medical Group — Hillside, Inc
LifePoint of GAGP, LLC
LifePoint of Georgia, Limited Partnership
LifePoint of Kentucky, LLC
LifePoint of Lake Cumberland, LLC
LifePoint RC, Inc.
LifePoint VA Holdings, Inc.
LifePoint WV Holdings, Inc.
Xxxxxxxxxx Regional Hospital, LLC
Xxxxx General Hospital, LLC
Xxxxx Healthcare Partner, LLC
Xxxxx Medical, LLC
Xxxxx Memorial Hospital, LLC
Xxxxx Physician Practice, LLC
Los Alamos Physician Practices, LLC
Martinsville Physician Practices, LLC
Meadowview Physician Practice, LLC
Meadowview Regional Medical Center, LLC
Meadowview Rights, LLC
Mexia Principal Healthcare Limited Partnership
Mexia-Principal, Inc.
Northwest Medical Center-Winfield, LLC
NWMC-Winfield Physician Practices, LLC
Orthopedics of Southwest Virginia, LLC
Outpatient Services, Inc.
Opelousas Imaging Center Partners, LLC
Palestine-Principal G.P., Inc.
PHC-Ashland. L.P.
PHC-Aviation, Inc.
PHC-Belle Glade, Inc.
PHC-Charlestown, L.P.
PHC-Cleveland, Inc.
PHC-Doctors’ Hospital, Inc.
PHC-Elko, Inc.
PHC-Xxxxxx, Inc.
PHC-Fort Mohave, Inc.
PHC-Fort Xxxxxx, Inc.
PHC-Hospitals, LLC
PHC-Indiana, Inc.
PHC-Jasper, Inc.
PHC-Xxxx, Inc.
PHC-Lake Havasu, Inc.
PHC-Lakewood, Inc.
PHC-Las Cruces, Inc.
PHC-Los Alamos, Inc.
PHC-Louisiana, Inc.
PHC-Martinsville, Inc.
PHC-Minden G.P., Inc.
PHC-Minden, L.P.
PHC-Xxxxxx City, L.P.
PHC-Morgan Lake, Inc.
LifePoint VA Holdings, Inc.
LifePoint WV Holdings, Inc.
Xxxxxxxxxx Regional Hospital, LLC
Xxxxx General Hospital, LLC
Xxxxx Healthcare Partner, LLC
Xxxxx Medical, LLC
Xxxxx Memorial Hospital, LLC
Xxxxx Physician Practice, LLC
Los Alamos Physician Practices, LLC
Martinsville Physician Practices, LLC
Meadowview Physician Practice, LLC
Meadowview Regional Medical Center, LLC
Meadowview Rights, LLC
Mexia Principal Healthcare Limited Partnership
Mexia-Principal, Inc.
Northwest Medical Center-Winfield, LLC
NWMC-Winfield Physician Practices, LLC
Orthopedics of Southwest Virginia, LLC
Outpatient Services, Inc.
Opelousas Imaging Center Partners, LLC
Palestine-Principal G.P., Inc.
PHC-Ashland. L.P.
PHC-Aviation, Inc.
PHC-Belle Glade, Inc.
PHC-Charlestown, L.P.
PHC-Cleveland, Inc.
PHC-Doctors’ Hospital, Inc.
PHC-Elko, Inc.
PHC-Xxxxxx, Inc.
PHC-Fort Mohave, Inc.
PHC-Fort Xxxxxx, Inc.
PHC-Hospitals, LLC
PHC-Indiana, Inc.
PHC-Jasper, Inc.
PHC-Xxxx, Inc.
PHC-Lake Havasu, Inc.
PHC-Lakewood, Inc.
PHC-Las Cruces, Inc.
PHC-Los Alamos, Inc.
PHC-Louisiana, Inc.
PHC-Martinsville, Inc.
PHC-Minden G.P., Inc.
PHC-Minden, L.P.
PHC-Xxxxxx City, L.P.
PHC-Morgan Lake, Inc.
PHC-Opelousas, L.P.
PHC-Palestine, Inc.
PHC-Selma, LLC
PHC-Tennessee, Inc.
PineLake Physician Practice, LLC
PineLake Regional Hospital, LLC
Xxxxxxx Practice, LLC
PRHC-Alabama, LLC
PRHC-Xxxxx X.X., Inc.
PRHC-Xxxxx, X.X.
Principal Hospital Company of Nevada, Inc.
Principal Xxxx, L.L.C.
Principal Xxxx, X.X.
Principal-Needles, Inc.
Province Healthcare Company
Xxxxxx Ambulatory Surgery Center, LLC
Xxxxxx Community Medical Center, LLC
R. Xxxxxxx Xxxxx Practice, LLC
Raleigh General Hospital, LLC
River Parishes Holdings, LLC
River Parishes Hospital, LLC
River Parishes Partner, LLC
River Parishes Physician Practice, LLC
Riverton Memorial Hospital, LLC
Riverton Physician Practices, LLC
Riverview Medical Center, LLC
Russellville Hospital, LLC
Russellville Physician Practices, LLC
Select Healthcare, LLC
Selma Diagnostic Imaging, LLC
Siletchnik Practice, LLC
Xxxxx County Memorial Hospital, LLC
Somerset Surgery Partner, LLC
Southern Tennessee EMS, LLC
Southern Tennessee Medical Center, LLC
Southern Tennessee PHO, LLC
Springhill Medical Center, LLC
Spring View Hospital, LLC
Spring View Physician Practices, LLC
Xxxxxx Physician Practices, LLC
The MRI Center of Northwest Alabama, LLC
THM Physician Practice, LLC
Xxxxxxx Physician Practices, LLC
Ville Platte Medical Center, LLC
Ville Platte Physician Practices, LLC
West Virginia Management Services Organization, Inc.
PHC-Palestine, Inc.
PHC-Selma, LLC
PHC-Tennessee, Inc.
PineLake Physician Practice, LLC
PineLake Regional Hospital, LLC
Xxxxxxx Practice, LLC
PRHC-Alabama, LLC
PRHC-Xxxxx X.X., Inc.
PRHC-Xxxxx, X.X.
Principal Hospital Company of Nevada, Inc.
Principal Xxxx, L.L.C.
Principal Xxxx, X.X.
Principal-Needles, Inc.
Province Healthcare Company
Xxxxxx Ambulatory Surgery Center, LLC
Xxxxxx Community Medical Center, LLC
R. Xxxxxxx Xxxxx Practice, LLC
Raleigh General Hospital, LLC
River Parishes Holdings, LLC
River Parishes Hospital, LLC
River Parishes Partner, LLC
River Parishes Physician Practice, LLC
Riverton Memorial Hospital, LLC
Riverton Physician Practices, LLC
Riverview Medical Center, LLC
Russellville Hospital, LLC
Russellville Physician Practices, LLC
Select Healthcare, LLC
Selma Diagnostic Imaging, LLC
Siletchnik Practice, LLC
Xxxxx County Memorial Hospital, LLC
Somerset Surgery Partner, LLC
Southern Tennessee EMS, LLC
Southern Tennessee Medical Center, LLC
Southern Tennessee PHO, LLC
Springhill Medical Center, LLC
Spring View Hospital, LLC
Spring View Physician Practices, LLC
Xxxxxx Physician Practices, LLC
The MRI Center of Northwest Alabama, LLC
THM Physician Practice, LLC
Xxxxxxx Physician Practices, LLC
Ville Platte Medical Center, LLC
Ville Platte Physician Practices, LLC
West Virginia Management Services Organization, Inc.
Western Plains Regional Hospital, LLC
Woodford Hospital, LLC
Wyoming Holdings, LLC
Wythe County Community Hospital, LLC
Wythe County Physician Practices, LLC
Zone, Incorporated
Woodford Hospital, LLC
Wyoming Holdings, LLC
Wythe County Community Hospital, LLC
Wythe County Physician Practices, LLC
Zone, Incorporated