EXHIBIT 4.12
VCA ANTECH, INC.
THIRD AMENDMENT TO
CREDIT AND GUARANTY AGREEMENT
This THIRD AMENDMENT, dated as of March 20, 2002 (this "THIRD AMENDMENT"),
to the Credit and Guaranty Agreement, dated as of September 20, 2000 (as amended
through the date hereof, the "CREDIT AGREEMENT"), by and among VICAR OPERATING,
INC., a Delaware corporation ("COMPANY"), VCA ANTECH, INC. a Delaware
corporation (formerly known as Veterinary Centers of America, Inc., "HOLDINGS"),
CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party thereto from
time to time, XXXXXXX XXXXX CREDIT PARTNERS L.P. ("GSCP"), as Sole Lead Arranger
(in such capacity, "LEAD ARRANGER"), and as Sole Syndication Agent (in such
capacity, "SYNDICATION AGENT"), and XXXXX FARGO BANK, N.A. ("XXXXX FARGO"), as
Administrative Agent (together with its permitted successors in such capacity,
"ADMINISTRATIVE AGENT") and as Collateral Agent (together with its permitted
successor in such capacity, "COLLATERAL AGENT"). Capitalized terms used herein
not otherwise defined herein or otherwise amended hereby shall have the meanings
ascribed thereto in the Credit Agreement.
RECITALS:
WHEREAS, Holdings and Company have requested that Requisite Lenders agree
to amend the definition of "Consolidated Total Senior Debt" in order to allow
the subtraction of the New Company Subordinated Notes from the calculation of
Consolidated Total Senior Debt.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION I. AMENDMENTS TO CREDIT AGREEMENT
AMENDMENTS TO SECTION 1: DEFINITIONS.
Section 1.1 of the Credit Agreement is hereby amended by deleting the
definition of "CONSOLIDATED TOTAL SENIOR DEBT" in its entirety and substituting
therefor the following:
"CONSOLIDATED TOTAL SENIOR DEBT" means as of any date of
determination, the total amount of Indebtedness incurred by the Company and
its Subsidiaries pursuant to this Agreement, determined as of the last day
of any Fiscal Quarter, MINUS (i) the outstanding principal amount of Senior
Subordinated Notes and (ii) the outstanding principal amount of New Company
Subordinated Notes.
SECTION II. CONDITIONS PRECEDENT TO EFFECTIVENESS
The effectiveness of the amendments set forth at Section I hereof is
subject to the satisfaction, or waiver, of the following condition on or before
the date hereof (the "THIRD AMENDMENT CLOSING DATE"):
The Company, Holdings and Requisite Lenders shall have indicated their
consent by the execution and delivery of the signature pages hereof to the
Agent.
SECTION III. REPRESENTATIONS AND WARRANTIES
A. CORPORATE POWER AND AUTHORITY. Each Credit Party has all requisite
corporate power and authority to enter into this Third Amendment and to carry
out the transactions contemplated by, and perform its obligations under the
Credit Agreement and the other Credit Documents.
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this Third
Amendment and the performance of the Credit Agreement and the other Credit
Documents have been duly authorized by all necessary corporate or partnership
(as applicable) action on the part of each Credit Party.
C. NO CONFLICT. The execution and delivery by each Credit Party of this
Third Amendment and the performance by each Credit Party of the Credit Agreement
and the other Credit Documents do not (i) violate (A) any provision of any law,
statute, rule or regulation, or of the certificate or articles of incorporation
or partnership agreement, other constitutive documents or by-laws of each Credit
Party or any of its Subsidiaries except to the extent such violation could not
reasonably be expected to have a Material Adverse Effect, (B) any applicable
order of any court or any rule, regulation or order of any Governmental
Authority except to the extent such violation could not reasonably be expected
to have a Material Adverse Effect or (C) any provision of any indenture,
certificate of designation for preferred stock, agreement or other instrument to
which each Credit Party or any of its Subsidiaries is a party or by which any of
them or any of their property is or may be bound except to the extent such
violation could not reasonably be expected to have a Material Adverse Effect,
(ii) be in conflict with, result in a breach of or constitute (alone or with
notice or lapse of time or both) a default under any such indenture, certificate
of designation for preferred stock, agreement or other instrument, where any
such conflict, violation, breach or default referred to in clause (i) or (ii) of
this Section III.C., individually or in the aggregate could reasonably be
expected to have a Material Adverse Effect, (iii) result in or require the
creation or imposition of any Lien upon any of the properties or assets of each
Credit Party (other than any Liens created under any of the Credit Documents in
favor of Collateral Agent on behalf of Lenders), or (iv) require any approval of
stockholders or partners or any approval or consent of any Person under any
contractual obligation of each Credit Party, except for such approvals or
consents which will be obtained on or before the Third Amendment Closing Date.
Page 2
D. GOVERNMENTAL CONSENTS. No action, consent or approval of, registration
or filing with or any other action by any Governmental Authority is required in
connection with the execution and delivery by each Credit Party of this Third
Amendment and the performance by each Credit Party of the Credit Agreement and
the other Credit Documents, except for such actions, consents and approvals the
failure to obtain or make which could not reasonably be expected to result in a
Material Adverse Effect or which have been obtained and are in full force and
effect.
E. BINDING OBLIGATION. This Third Amendment and the Credit Agreement have
been duly executed and delivered by each Credit Party and each constitutes a
legal, valid and binding obligation of each Credit Party enforceable against
each Credit Party in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, moratorium, reorganization or other similar
laws affecting creditors' rights generally and except as enforceability may be
limited by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT AGREEMENT.
The representations and warranties contained in Section 4 of the Credit
Agreement are and will be true, correct and complete in all material respects on
and as of the Third Amendment Closing Date to the same extent as though made on
and as of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date.
G. ABSENCE OF DEFAULT. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Third
Amendment that would constitute an Event of Default or a Default.
SECTION IV. ACKNOWLEDGMENT AND CONSENT
Each of Holdings and each Domestic Subsidiary of Holdings (other than
Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed
the Obligations and (ii) created Liens in favor of Lenders on certain Collateral
to secure its obligations under the Credit Agreement and the Collateral
Documents subject to the terms and provisions of the Credit Agreement. Each of
Holdings and each Domestic Subsidiary of Holdings who has guaranteed the
Obligations are collectively referred to herein as the "CREDIT SUPPORT PARTIES",
and the Credit Agreement and the Collateral Documents are collectively referred
to herein as the "CREDIT SUPPORT DOCUMENTS".
Each Credit Support Party hereby acknowledges that it has reviewed the
terms and provisions of the Credit Agreement and this Third Amendment and
consents to the amendment of the Credit Agreement effected pursuant to this
Third Amendment. Each Credit Support Party hereby confirms that each Credit
Support Document to which it is a party or otherwise bound and all Collateral
encumbered thereby will continue to guarantee or secure, as the case may be, to
the fullest extent possible in accordance with the Credit Support Documents the
payment and performance of all "Obligations" under each of the Credit Support
Documents, as the case may
Page 3
be (in each case as such terms are defined in the applicable Credit Support
Document), including without limitation the payment and performance of all such
"Obligations" under each of the Credit Support Documents, as the case may be, in
respect of the Obligations of the Company now or hereafter existing under or in
respect of the Credit Agreement and hereby pledges and assigns to the Collateral
Agent, and grants to the Collateral Agent a continuing lien on and security
interest in and to all Collateral as collateral security for the prompt payment
and performance in full when due of the "Obligations" under each of the Credit
Support Documents to which it is a party (whether at stated maturity, by
acceleration or otherwise).
Each Credit Support Party acknowledges and agrees that any of the Credit
Support Documents to which it is a party or otherwise bound shall continue in
full force and effect and that all of its obligations thereunder shall be valid
and enforceable and shall not be impaired or limited by the execution or
effectiveness of this Third Amendment. Each Credit Support Party represents and
warrants that all representations and warranties contained in the Credit
Agreement, this Third Amendment and the Credit Support Documents to which it is
a party or otherwise bound are true, correct and complete in all material
respects on and as of the Third Amendment Closing Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.
Each Credit Support Party acknowledges and agrees that (i) notwithstanding
the conditions to effectiveness set forth in this Third Amendment, such Credit
Support Party is not required by the terms of the Credit Agreement or any other
Credit Document to consent to the amendments to the Credit Agreement effected
pursuant to this Third Amendment and (ii) nothing in the Credit Agreement, this
Third Amendment or any other Credit Document shall be deemed to require the
consent of such Credit Support Party to any future amendments to the Credit
Agreement.
SECTION V. MISCELLANEOUS
A. BINDING EFFECT. This Third Amendment shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the
benefit of the parties hereto and the successors and assigns of Lenders. No
Credit Party's rights or obligations hereunder or any interest therein may be
assigned or delegated by any Credit Party without the prior written consent of
all Lenders.
B. SEVERABILITY. In case any provision in or obligation hereunder shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.
C. REFERENCE TO CREDIT AGREEMENT. On and after the Third Amendment Closing
Date, each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the Credit Agreement,
and each reference in the other Credit Documents to the "Credit Agreement",
"thereunder", "thereof" or words of
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like import referring to the Credit Agreement shall mean and be a reference to
the Credit Agreement as amended by this Third Amendment.
D. EFFECT ON CREDIT AGREEMENT. Except as specifically amended by this Third
Amendment, the Credit Agreement and the other Credit Documents shall remain in
full force and effect and are hereby ratified and confirmed.
E. EXECUTION. The execution, delivery and performance of this Third
Amendment shall not, except as expressly provided herein, constitute a waiver of
any provision of, or operate as a waiver of any right, power or remedy of any
Agent or Lender under, the Credit Agreement or any of the other Credit
Documents.
F. HEADINGS. Section headings herein are included herein for convenience of
reference only and shall not constitute a part hereof for any other purpose or
be given any substantive effect.
G. APPLICABLE LAW. THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
H. COUNTERPARTS. This Third Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. As set forth herein, this Third Amendment shall become
effective upon the execution of a counterpart hereof by each of the parties
hereto and receipt by Company, Holdings and Administrative Agent and Syndication
Agent of written or telephonic notification of such execution and authorization
of delivery thereof.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
Page 5
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
COMPANY: VICAR OPERATING, INC.
BY: /S/ XXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer
and President
BY: /S/ XXXXX X. XXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer
and Assistant Secretary
HOLDINGS: VCA ANTECH, INC.
BY: /S/ XXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer
and President
BY: /S/ XXXXX X. XXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer
and Assistant Secretary
GUARANTORS: AAH MERGER CORPORATION
ACADEMY ANIMAL, INC.
XXXXXXXX ANIMAL HOSPITAL, INC.
ANIMAL EMERGENCY CLINIC, P.C.
ANIMAL CLINIC OF SANTA XXXX, INC.
BEAUMONT VETERINARY ASSOCIATES, P.C.
BERLA, INC.
Page S-1
CACOOSING ANIMAL HOSPITAL, LTD.
CACOOSING PET CARE & NUTRITION CENTER, INC.
CLARMAR ANIMAL HOSPITAL, INC.
XXXXXXXX VETERINARY CLINIC, INC.
DIAGNOSTIC VETERINARY SERVICE, INC.
EAGLE PARK ANIMAL CLINIC, INC.
EAGLE RIVER VETERINARY HOSPITAL, INC.
EDGEBROOK, INC.
FLORIDA VETERINARY LABORATORIES, INC.
FOX CHAPEL ANIMAL HOSPITAL, INC.
FREEHOLD, INC.
XXXX ANIMAL HOSPITAL, INC.
GOLDEN MERGER CORPORATION
H.B. ANIMAL CLINICS, INC.
HOWELL BRANCH ANIMAL HOSPITAL, P.A.
HIGHLANDS ANIMAL HOSPITAL, INC.
LAKE XXXXXXX VETERINARY CLINIC, INC.
LAKEWOOD ANIMAL HOSPITAL, INC.
XXXXXXX VETERINARY HOSPITAL, INC.
XXXXXXXXX VETERINARY CLINIC, INC.
XXXXXX ANIMAL HOSPITAL
M.S. ANIMAL HOSPITALS, INC.
NEWARK ANIMAL HOSPITAL, INC.
NORTHERN ANIMAL HOSPITAL, INC.
NORTH ROCKVILLE VETERINARY HOSPITAL, INC.
NORTHSIDE ANIMAL HOSPITAL, P.C.
XXXXX ANIMAL HOSPITAL, INC.
OAK HILL VETERINARY HOSPITAL, INC.
OLD TOWN VETERINARY HOSPITAL, INC.
PET PRACTICE (MASSACHUSETTS), INC.
PETS' RX, INC.
PETS' RX NEVADA, INC.
PPI OF PENNSYLVANIA, INC.
PRINCETON ANIMAL HOSPITAL, INC.
PROFESSIONAL VETERINARY SERVICES, INC.
RIVIERA ANIMAL HOSPITAL, INC.
XXXXXXXXX BLVD. ANIMAL HOSPITAL, INC.
Page S-2
ROSSMOOR - EL DORADO ANIMAL HOSPITAL, INC.
ROSSMOOR CENTER ANIMAL CLINIC, INC.
SAN XXXXXXX ANIMAL CLINIC
SILVER SPUR ANIMAL HOSPITAL, INC.
SOUTH COUNTY VETERINARY CLINIC, INC.
SPANISH RIVER ANIMAL HOSPITAL, INC.
TAMPA ANIMAL MEDICAL CENTER, INC.
THE PET PRACTICE (FLORIDA), INC.
THE PET PRACTICE (ILLINOIS), INC.
THE PET PRACTICE (MASSACHUSETTS), INC.
THE PET PRACTICE OF MICHIGAN, INC.
VCA ALABAMA, INC.
VCA ALBANY ANIMAL HOSPITAL, INC.
VCA ALBUQUERQUE, INC.
VCA ALL PETS ANIMAL COMPLEX, INC.
VCA ALPINE ANIMAL HOSPITAL, INC.
VCA XXXXXXXX OF CALIFORNIA ANIMAL
HOSPITAL, INC.
VCA ANIMAL HOSPITALS, INC.
VCA ANIMAL HOSPITAL WEST, INC.
VCA APAC ANIMAL HOSPITAL, INC.
VCA - XXXXX, INC.
VCA BAY AREA ANIMAL HOSPITAL, INC.
VCA CACOOSING ANIMAL HOSPITAL, INC.
VCA CASTLE XXXXXXX VETERINARY HOSPITAL, INC.
VCA CENTERS-TEXAS, INC.
VCA CENVET, INC.
VCA CLARMAR ANIMAL HOSPITAL, INC.
VCA CLINICAL VETERINARY LABS, INC.
VCA CLINIPATH LABS, INC.
VCA CLOSTER, INC.
VCA XXXXXXXX ANIMAL HOSPITAL, INC.
VCA DOVER ANIMAL HOSPITAL, INC.
VCA EAGLE RIVER ANIMAL HOSPITAL, INC.
VCA EAST ANCHORAGE ANIMAL HOSPITAL, INC.
VCA GOLDEN COVE ANIMAL HOSPITAL, INC.
Page S-3
VCA GREATER SAVANNAH ANIMAL HOSPITAL, INC.
VCA HOWELL BRANCH ANIMAL HOSPITAL, NC.
VCA INFORMATION SYSTEMS, INC.
VCA KANEOHE ANIMAL HOSPITAL, INC.
VCA LAKESIDE ANIMAL HOSPITAL, INC.
VCA LAMB AND XXXXXXX ANIMAL HOSPITAL, INC.
VCA XXXXXXX ANIMAL HOSPITAL, INC.
VCA XXXXX ANIMAL HOSPITAL, INC.
VCA MARINA ANIMAL HOSPITAL, INC.
VCA XXXXXX ANIMAL HOSPITAL, INC.
VCA MISSION, INC.
VCA NORTHBORO ANIMAL HOSPITAL, INC.
VCA NORTHWEST VETERINARY DIAGNOSTICS, INC.
VCA OF COLORADO-XXXXXXXX, INC.
VCA OF NEW YORK, INC.
VCA OF SAN XXXX, INC.
VCA OF XXXXXXXX, INC.
CA PROFESSIONAL ANIMAL LABORATORY, INC.
VCA REAL PROPERTY ACQUISITION CORPORATION
VCA REFERRAL ASSOCIATES ANIMAL
HOSPITAL, INC.
VCA XXXXXX ANIMAL HOSPITAL, INC.
VCA - ROSSMOOR, INC.
VCA SILVER SPUR ANIMAL HOSPITAL, INC.
VCA SOUTH SHORE ANIMAL HOSPITAL, INC.
SPECIALTY PET PRODUCTS, INC.
VCA SQUIRE ANIMAL HOSPITAL, INC.
VCA ST. PETERSBURG ANIMAL HOSPITAL, INC.
VCA TEXAS MANAGEMENT, INC.
VCA WYOMING ANIMAL HOSPITAL, INC.
VETERINARY HOSPITALS, INC.
WEST LOS ANGELES VETERINARY MEDICAL
GROUP, INC.
WESTWOOD DOG & CAT HOSPITAL
W.E. XXXXXXXX, D.V.M., WORTH ANIMAL
HOSPITAL, CHARTERED
Page S-4
XXXXXXX X. XXXXX, D.V.M., LTD.
XXXXXXX, INC.
BY: /S/ XXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer
and President
BY: /S/ XXXXX X. XXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer
and Assistant Secretary
VCA VILLA ANIMAL HOSPITAL, L.P.
By: VCA Animal Hospitals, Inc.,
General Partner
BY: /S/ XXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer
and President
BY: /S/ XXXXX X. XXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer
and Assistant Secretary
VETERINARY CENTERS OF AMERICA-TEXAS, L.P.
By: VCA Centers-Texas, Inc.,
General Partner
BY: /S/ XXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer
and President
BY: /S/ XXXXX X. XXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer
and Assistant Secretary
Page S-5
ANIMAL CENTER, INC.
BY: /S/ XXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title:
ASSOCIATES IN PET CARE, S.C.
BY: /S/ XXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title:
KIRKWOOD ANIMAL HOSPITAL - LEA M.E. XXXXX,
V.M.D., P.A.
BY: /S/ XXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title:
MAIN STREET SMALL ANIMAL HOSPITAL, INC.
BY: /S/ XXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title:
SOUTHEAST AREA VETERINARY MEDICAL
CENTER, P.C.
BY: /S/ XXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title:
Page S-6
VCA ASSOCIATE ANIMAL HOSPITAL, L.P.
BY: /S/ XXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title:
VCA HERITAGE ANIMAL HOSPITAL, L.P.
BY: /S/ XXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title:
TOMS RIVER VETERINARY HOSPITAL, P.A.
BY: /S/ XXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title:
Page S-7
SOLE SYNDICATION AGENT,
SOLE LEAD ARRANGER,
AND A LENDER: XXXXXXX SACHS CREDIT PARTNERS L.P.,
BY: /S/ XXXXX XXXXXXXXX
----------------------------------------
Authorized Signatory
Page S-8
ADMINISTRATIVE AGENT,
COLLATERAL AGENT, AND
AND A LENDER: XXXXX FARGO BANK, N.A.
BY: /S/ S. XXXXXXX ST. GEME
----------------------------------------
Name: S. Xxxxxxx St. Geme
Title: Vice President
Page S-9
LENDERS: BALLYROCK CDO I LIMITED
BY: /S/ XXXX XXXXX
----------------------------------------
Name: Xxxx Xxxxx
Title: Assistant Treasurer
Page S-10
CLYDESDALE CLO 2001-1, LTD.
BY: /S/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
NOMURA CORPORATE RESEARCH AND
ASSET MANAGEMENT INC.
AS
COLLATERAL MANAGER
Page S-11
CLYDESDALE CBO I, LTD.
BY: /S/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
NOMURA CORPORATE RESEARCH AND
ASSET MANAGEMENT INC.
AS
INVESTMENT ADVISER
Page S-12
CENTURION CDO II, LTD.
BY:
----------------------------------------
NAME:
TITLE:
Page X-00
XXXXXX XX XXXX XX XXXXXXXXX XX XXXXXX
BY: /S/ XXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
/S/ XXXXX X. XXXXXXXX
----------------------------------------
Xxxxx X. XxXxxxxx
Manager
Page S-14
XXXXXX HIGH YIELD CDO 2001-I,
By: Prudential Investment Management,
Inc., its attorney-in-fact
BY: /S/
----------------------------------------
Name:
Title:
Page S-15
FLAGSHIP CLO 2001-1
By: Flagship Capital Management
BY: /S/ XXXXXXX XXXXXXXX
----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Director
Page S-16
FLAGSHIP CLO II
BY: /S/ XXXXXXX XXXXXXXX
----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Director
Page S-17
GENERAL ELECTRIC CAPITAL CORPORATION
BY: /S/ XXXXXXX XXXX
----------------------------------------
Name: Xxxxxxx Xxxx
Title: Duly Authorized Signatory
Page S-18
GOLDENTREE HIGH YIELD OPPORTUNITIES II, L.P.
BY:
----------------------------------------
Name:
Title:
Page S-19
SANKATY ADVISORS, LLC as Collateral Manager
for GREAT POINT CLO 1999-1 LTD., as Term
Lender
BY: /S/ XXXXX X. XXXXX
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
Portfolio Manager
Page X-00
XXXXXXX XXXX FUNDING TRUST
BY: /S/ XXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized Agent
Page S-21
KZH CYPRESSTREE-1 LLC
BY: /S/ XXXXX XXXXXX-XXXXXX
----------------------------------------
Name: Xxxxx Xxxxxx-Xxxxxx
Title: Authorized Agent
Page S-22
KZH ING-2, LLC
BY: /S/ XXXXX XXXXXX-XXXXXX
----------------------------------------
Name: Xxxxx Xxxxxx-Xxxxxx
Title: Authorized Agent
Page S-23
KZH STERLING LLC
BY: /S/ XXXXX XXXXXX-XXXXXX
----------------------------------------
Name: Xxxxx Xxxxxx-Xxxxxx
Title: Authorized Agent
Page S-24
LIBERTY - XXXXX XXX ADVISOR
FLOATING RATE ADVANTAGE FUND, BY XXXXX
XXX & FARNHAM INCORPORATED AS ADVISOR
BY: /S/ XXXXXXXX X. ZAM
----------------------------------------
Name: Xxxxxxxx X. Zam
Title: Vice President
Page S-25
LONG LANE MASTER TRUST IV
BY: FLEET NATIONAL BANK AS TRUST
ADMINISTRATOR
BY: /S/ XXXXX XXXXXX
----------------------------------------
Name: Xxxxx Xxxxxx
Title: Managing Director
Page S-26
MOUNTAIN CAPITAL CLO I, LTD.
BY:
----------------------------------------
Name:
Title:
Page S-27
MOUNTAIN CAPITAL CLO II, LTD.
BY:
----------------------------------------
Name:
Title:
Page S-28
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
By: ING Investments, LLC
as its Investment manager
BY: /S/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
Page S-29
NATEXIS BANQUES POPULAIRES
(f/k/a Natexis Banque) New York Branch
BY:
----------------------------------------
Name:
Title:
BY:
----------------------------------------
Name:
Title:
Page S-30
NOMURA BOND & LOAN FUND
BY: /S/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
By: UFJ Trust Company of New York as
Trustee
By: Nomura Corporate Research and Asset
Management Inc.
Attorney in Fact
Page S-31
NORTH AMERICAN COMPANY FOR LIFE AND HEALTH
BY: /S/ XXXX XXXXXXXXX
----------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
Page S-32
XXXXXXXXXXX SENIOR FLOATING RATE FUND
BY:
----------------------------------------
Name:
Title:
Page S-33
PILGRIM CLO 1999-1 LTD
By: ING Investments, LLC
as its Investment manager
BY: /S/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
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PRUDENTIAL INSURANCE CO. OF AMERICA
BY: /S/
----------------------------------------
Name:
Title:
Page S-35
SANKATY ADVISORS, LLC AS COLLATERAL MANAGER
FOR RACE POINT CLO, LIMITED, AS TERM LENDER
BY: /S/ XXXXX X. XXXXX
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
Portfolio Manager
Page S-36
XXXXXX FUNDING LLC
BY:
----------------------------------------
Name:
Title:
Page S-37
SANKATY HIGH YIELD PARTNERS III, L.P.
BY: /S/ XXXXX X. XXXXX
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
Portfolio Manager
Page S-38
XXXXX XXX FLOATING RATE LIMITED
LIABILITY COMPANY
BY: /S/ XXXXXXXX X. ZAM
----------------------------------------
Name: Xxxxxxxx X. Zam
Title: Vice President
Xxxxx Xxx & Farmh;am Incorporated,
as Advisor to the Xxxxx Xxx
Floating Rate Limited Liability
Company
Page S-39
XXXXX XXX & FARNHAM CLO I
By: Xxxxx Xxx & Xxxxxxx Incorporated,
As Portfolio Manager
BY: /S/ XXXXXXXX X. ZAM
----------------------------------------
Name: Xxxxxxxx X. Zam
Title: Vice President
Page S-40
SRF 2000 LLC
BY: /S/ XXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Asst. Vice President
Page S-41
SRF TRADING, INC.
BY: /S/ XXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Asst. Vice President
Page S-42
SIERRA CLO I, LTD.
BY: /S/ XXXX X. XXXXXXXXX
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Name: Xxxx X. Xxxxxxxxx
Title: Chief Operating Officer
Centre Pacific, Manager
Page S-43
XXXXXX CBO 2002-2
BY:
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Name:
Title:
Page S-44
SEQUILS - PILGRIM I, LTD.
BY: ING INVESTMENTS, LLC
AS ITS INVESTMENT MANAGER
BY: /S/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
Page S-45
SEQUILS - CENTURION V, LTD.
BY:
----------------------------------------
Name:
Title:
Page X-00
XXXXXXX XXXXXXXX (XXX XXXX) INC.
BY: /S/ XXXXX XXXXXX
----------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
Page S-47
XXX XXXXXX SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
BY:
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Name:
Title:
Page S-48
XXX XXXXXX SENIOR FLOATING RATE FUND
By: Xxx Xxxxxx Investment Advisory Corp.
BY:
----------------------------------------
Name:
Title:
Page S-49
XXX XXXXXX PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
BY:
----------------------------------------
Name:
Title:
Page S-50
WHITNEY PRIVATE DEBT FUND L.P.
BY:
----------------------------------------
Name:
Title:
Page S-51
