Exhibit 10-22
AMENDMENT NO. 4 AND WAIVER TO CREDIT AGREEMENT
(Multicare)
AMENDMENT NO. 4 AND WAIVER TO CREDIT AGREEMENT, dated as of August 20,
1999, (this "Amendment No. 4") by and among: The Multicare Companies, Inc. and
certain Subsidiaries identified on the signature pages hereto as "Borrowers";
the institutions identified on the signature pages hereto as "Lenders"; Mellon
Bank, N.A. as Issuer of Letters of Credit and as Administrative Agent; Citicorp
USA, Inc. as Syndication Agent; First Union National Bank as Documentation
Agent; and Bank of America, N.A. (as successor to NationsBank, N.A. and Bank of
America, NT&SA) as Syndication Agent.
Background
A Credit Agreement, dated as of October 9, 1997, was entered into by and
among The Multicare Companies, Inc. and certain of its Subsidiaries as
Borrowers, Mellon Bank, N.A. as Issuer of Letters of Credit and Administrative
Agent, Citicorp USA, Inc. as Syndication Agent, First Union National Bank as
Documentation Agent, NationsBank, N.A. as Syndication Agent, and the Lenders and
other Agents identified therein and was amended pursuant to that certain
Amendment No. 1 and Waiver, dated as of March 5, 1998, was further amended
pursuant to that certain Amendment No. 2 and Waiver, dated as of August 28, 1998
and was further amended pursuant to that certain Amendment No. 3 and Waiver,
dated as of February 11, 1999. The Credit Agreement, as so amended, is referred
to herein as the "Current Credit Agreement". The Current Credit Agreement, as
the same may be amended, modified, restated or supplemented from time to time is
herein referred to as the "Credit Agreement" or the "Agreement". Terms are used
in this Amendment No. 4 as defined in the Current Credit Agreement unless
otherwise specified.
The Borrowers have requested certain changes to the Current Credit
Agreement including, among others, the following: (1) a modification of the
Adjusted Total Debt/Cash Flow Ratio; (2) a modification to the Fixed Charge
Coverage Ratio; (3) a modification of the Adjusted Senior Debt/Cash Flow Ratio;
(4) a modification of certain prepayment provisions and (5) a modification to
the Consolidated Net Worth Covenant. The Agents and Lenders are willing to make
such modifications and the waivers herein, subject to, among other things, the
granting of additional security by the Borrowers, the elimination of the
availability of Swing Loans, the inclusion of new pricing tiers and adjustments
to other pricing tiers and the other terms and conditions set forth below.
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows.
Agreement
1. Amendments to Current Credit Agreement on Amendment No. 4 Effective
Date. The Current Credit Agreement is amended in each of the following respects,
as of the Amendment No. 4 Effective Date (as defined in Section 3 below).
1.1 Elimination of Swing Loans. The Swing Loan Lender has and shall
have no further obligation to make and the RC Lenders have and shall have no
further obligation to purchase participations in any Swing Loans. In connection
therewith, Sections 1.1(c) and 1.3(e) are hereby deleted in their entirety and
all references in the Current Credit Agreement to Swing Line Loans are hereby
eliminated, provided however, in the event all or any portion of any amount paid
by any Borrower on account of a Swing Line Loan, or any interest or other amount
due in connection therewith is thereafter recovered from any Lender Party, the
obligations of Borrowers to pay such amount shall automatically be restored to
the extent of such recovery.
1.2 Application of Prepayments in Connection with Net Proceeds of
Dispositions. Section 1.5(c)(iii) is deleted in its entirety and replaced with
the following:
(iii) Timing and Application of Mandatory Prepayments from the
Disposition of Assets Identified on Schedule 8.5(d). Any mandatory
prepayment pursuant to paragraph (b) of this Section 1.5 resulting
from the disposition of assets identified on Schedule 8.5(d) shall be
applied in accordance with the following provisions. The Net Cash
Proceeds of the disposition of assets identified on Schedule 8.5(d)
located in Ohio not in excess of $55,000,000 shall be applied in
accordance with clause (1) below. The Net Cash Proceeds of the
disposition of any other assets identified on Schedule 8.5(d)
(excluding the first $55,000,000 of Net Cash Proceeds from the
disposition of assets located in Ohio) shall be applied in accordance
with clause (2) below.
(1) Prepayments shall be applied against the RC Loans
(without a corresponding reduction in the RC Commitments) and shall be
applied against the RC Loans at the time outstanding on a pro rata
basis in accordance with the relative aggregate principal amount
thereof held by each applicable Lender, provided however that, in the
event that and to the extent that the Net Cash Proceeds from a
disposition of assets identified on Schedule 8.5(d) located in Ohio
exceed $10,000,000, within 12 months of the date such Net Cash
Proceeds are received, the Borrower receiving such Net Cash Proceeds
in excess of $10,000,000 shall either (A) apply an amount equal to
such excess Net Cash Proceeds to permanently repay the Loans or (B)
invest an equal amount, or the amount not so applied pursuant to
clause (A) (or enter into a definitive agreement committing to so
invest within 12 months after the date of such agreement; provided
that, if such agreement is terminated, such Borrower may invest such
Net Cash Proceeds prior to the end of the 12 month period commencing
on the date of receipt of such Net Cash Proceeds or six months after
the termination of such agreement, whichever is later), in property or
assets (other than current assets) of a nature or type or that are
used in a business (or in a company having property and assets of a
nature and type, or engaged in a business) similar or related to the
nature or type of the property and assets or the business of, the
Borrowers existing on the date of such investment.
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(2) Except as set forth in the preceding paragraph (1), any
mandatory prepayments pursuant to paragraph (c)(iii) of this Section
1.5 shall be applied in the following order:
(A) First, prepayments shall be applied against the
Tranche A Term Loan, on a pro rata basis in accordance with the
relative aggregate principal amounts held by each applicable Lender.
Prepayments of the Tranche A Term Loan shall be applied to each of the
respective remaining installments thereof set forth in Section 1.4 on
a pro rata basis in accordance with the relative amounts thereof.
(B) Second, subject to the terms of paragraph (d) below
(Tranche B/Tranche C Opt-Out), prepayments shall be applied against
the Tranche B Term Loans and the Tranche C Term Loans at the time
outstanding on a pro rata basis in accordance with the relative
aggregate principal amounts thereof held by each applicable Lender.
Prepayments of the Tranche B Term Loans and the Tranche C Term Loans
shall be applied to each of the respective remaining installments
thereof set forth in Section 1.4 on a pro rata basis in accordance
with the relative amounts thereof.
(C) Third, prepayments shall be applied against the RC
Loans with a corresponding reduction in the amount of the RC
Commitment and shall be applied among the RC Loans at the time
outstanding on a pro rata basis in accordance with the relative
aggregate principal amount thereof held by each applicable Lender.
Prepayments shall be applied to any other amounts owing in respect of
the Loan Obligations or deposited in the Letter of Credit cash
collateral account and, if all such Loan Obligations have been paid in
full and the amount of outstanding Letters of Credit is less than the
sum of the amount in the cash collateral account and the Available RC
Commitment, then any excess shall be returned to Multicare (on behalf
of the Borrowers) or as otherwise required by applicable law.
1.3 Amendments to Representations and Warranties to Reflect the
Granting of a Security Interest in the Additional Security. Section 5.1(d) and
(e) of the Current Credit Agreement are amended as follows:
(a) Section 5.1(d) is deleted in its entirety and replaced with
the following:
(d) Security. The Pledge Agreement creates in favor of the
Administrative Agent for the benefit of the Secured Parties a legal,
valid and enforceable Lien on all right, title and interest of each
Borrower in the Collateral described therein, and the Administrative
Agent has, for the benefit of the Secured Parties, a fully perfected
and continuing first priority Lien on all of the right, title and
interest of each Borrower in the Collateral described in the Pledge
Agreement, subject to no Liens other than Permitted Liens. The
Security Agreement creates in favor of the Administrative Agent for
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the benefit of the Secured Parties a legal, valid and enforceable Lien
on all right, title and interest of each Borrower in the Additional
Security described therein, and the Administrative Agent has (or upon
the filing of the UCC-1 financing statements and UCC-3 statements of
amendment delivered by the Borrowers pursuant to the Security
Agreement, will have) for the benefit of the Secured Parties, a fully
perfected and continuing first priority Lien on all of the right,
title, and interest of each Borrower in the Additional Security
described in the Security Agreement, subject to no Liens other than
Permitted Liens.
(b) The following language is hereby added to the end of the
first sentence of Section 5.1(e):
and Security Agreement and other than the recording of the Mortgages
which are being delivered and recorded pursuant to the terms of
Section 6.20 (Further Assurances) below and except for (i) certain
landlord waivers and other third party consents relating to specific
items of Additional Security which waivers and consents not so
obtained, in the aggregate, are not material and (ii) those consents
and waivers which have been obtained and are in full force and effect.
(c) The second sentence of Section 5.1(e) is amended to add the
words "or security" after the word "guarantee" in the second line
thereof.
(d) The parenthetical phrase in clause (ii) of Section 5.1(e) is
deleted in its entirety and replaced with the following:
(except for any Lien in favor of the Administrative Agent
pursuant to the Pledge Agreement, the Security Agreement and the
Mortgages)
1.4 Amendment to Certain Transaction Documents. Section 5.1(x) is
amended to incorporate after the end of clause (ii) an additional clause (iii)
which shall read as follows:
and (iii) the Permitted Put/Call Amendment.
1.5 Representations and Warranties with Respect to Mortgaged Property.
Article 5 of the Current Credit Agreement is amended to incorporate Section 5.1A
which shall read as follows:
5.1A REPRESENTATIONS AND WARRANTIES WITH RESPECT TO MORTGAGED PROPERTY
(a) Each Borrower represents and warrants to each Lender Party,
with respect to each Mortgaged Property owned or leased by such
Borrower, as follows:
(i) With respect to any owned Mortgaged Property owned by a Borrower, such
Borrower has good and marketable title to the Mortgaged Property in
fee simple and has the absolute right to mortgage, grant and convey
the Mortgaged Property to free of the interest of any other Person
except for any interest presently of record.
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(ii) With respect to any leased Mortgaged Property of a Borrower, such
Borrower holds a valid leasehold estate in the Mortgaged Property
pursuant to a lease that is in full force and effect as of the
Amendment No. 4 Effective Date; that as of the Amendment No. 4
Effective Date there exists no default nor any event which would, with
the passage of time or the giving of notice or both, constitute a
default under the lease; and that it has the absolute right to
mortgage, grant and convey the Mortgaged Property free of the interest
of any other Person except for any interest presently of record;
(iii) No executive officer of any Borrower has been notified, or has
knowledge, of any notification having been filed with regard to, a
Release on, into, about or beneath the Mortgaged Property for which
such Borrower may be held liable; and
(iv) No Borrower has received any summons, citation, notice of violation,
administrative order, directive, letter or other written
communication, from any judicial or administrative body or
governmental or quasi-governmental authority concerning any
intentional or unintentional action or omission related to the
generation, storage, transportation, handling, transfer, disposal or
treatment of Environmental Concern Materials in violation of any
Environmental Law or related to any Release or threat of Release of
Environmental Concern Materials.
1.6 Monthly Financial Reports. A new paragraph (m) shall be added to
Section 6.1 of the Current Credit Agreement immediately following paragraph (l)
thereof as follows:
(m) Monthly Operating Reports. As soon as practicable, and in any
event within 30 days after the end of each month, Multicare, on behalf
of the Borrowers, shall furnish to the Administrative Agent, the
Issuer and each Lender, the following operating data for the
Borrowers: a census, census mix, total accounts payable and accounts
receivable as of the end of such month, and net free cash flow as of
the end of such month, all of which shall be in form acceptable to the
Administrative Agent.
1.7 Insurance. Section 6.8 of the Current Credit Agreement is deleted
in its entirety and replaced with the following:
6.8 Insurance. (a) Each Borrower shall maintain with financially sound
and reputable insurers insurance with respect to its properties and
business and against such liabilities, casualties and contingencies
and of such types and in such amounts as are customary in the case of
Persons engaged in the same or similar businesses or having similar
properties similarly situated, including insurance covering its
respective properties, buildings, machinery, equipment, tools,
furniture, fixtures and operations, and medical malpractice,
professional liability and public liability, as well as "stop loss"
and business interruption. The Borrowers shall (i) deliver to the
Administrative Agent the certificates evidencing such insurance
annually and at least thirty days prior to the anniversary date of
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such insurance policies and any other time requested by the
Administrative Agent and (ii) have the Administrative Agent named as
additional insured and lender loss payee, as appropriate, under each
such policy. Without limiting the generality of the foregoing, the
Borrowers shall keep all buildings and improvements now or hereafter
erected upon the Mortgaged Properties insured for the benefit of the
Administrative Agent against loss by fire and other casualties and
hazards required by the Administrative Agent, upon terms and with
insurance companies and in such amounts as shall substantially cover
any loss related to such properties.
(b) So long as no Event of Default has occurred and is
continuing, the Borrowers may settle all casualty damage and other
claims which do not exceed (individually or combined with other
related claims) $5,000,000 consistent with past practice and
reasonable business judgment and may demand, receive and receipt for
all moneys becoming payable thereunder and under all condemnation
awards which do not exceed (individually or combined with other
related awards) $5,000,000. The Borrowers shall promptly notify the
Administrative Agent and/or the Administrative Agent upon the
occurrence of any condemnation, or threatened condemnation, affecting
the Mortgaged Property, or any casualty damage or other claim, in each
case if the amount involved exceeds the $5,000,000 value referred to
above or if an Event of Default has occurred and is continuing (any
such claim or condemnation award being herein referred to as an
"Agent-Involved Claim"). No Borrower shall settle with any insurance
company or public entity or authority for any Agent-Involved Claim
without the Administrative Agent's prior written approval thereof. The
proceeds of any Agent-Involved Claim shall be paid directly to the
Administrative Agent, and the Administrative Agent in its sole
discretion may apply the amount so collected, or any part thereof,
toward the payment of the Obligations, whether or not then due and
payable, or toward the alteration, reconstruction, repair or
restoration of the damaged and/or untaken portion, as the case may be,
of the Mortgaged Property or other Additional Security on such terms
and conditions as the Administrative Agent shall in its sole
discretion require.
1.8 Grant of Additional Security by Joining Subsidiary. Section 6.10
is amended to add after the first sentence thereof the following sentence which
shall read as follows:
Each Borrower shall cause all other material assets and property
(other than Excluded Assets) to be pledged or mortgaged to the
Administrative Agent pursuant to the Security Agreement and/or the
Mortgages.
1.9 Affirmative Covenants with Respect to the Additional Security.
Article 6 of the Current Credit Agreement is amended to incorporate Sections
6.19 and 6.20 which shall read as follows:
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6.19 MORTGAGED PREMISES AND OTHER ADDITIONAL SECURITY.
(a) Payment of Obligations; Protection of Liens. Each Borrower
will pay all sums due and becoming due under the Mortgages on the
Mortgaged Properties, all such payments to be made as and when due.
Each Borrower shall preserve, protect and defend the title, validity
and priority of the Mortgages on the Mortgaged Properties and the
Liens on the other Additional Security against all claims and demands
whatsoever, subject to Permitted Liens and dispositions permitted
under this Agreement.
(b) Taxes and Insurance Premiums. Subject to the provisions of
Section 6.9 (Payment of Taxes and Other Charges), each Borrower shall
pay, prior to the accrual of any interest or penalty thereon, all
taxes (including, without limitation, all real estate taxes and
corporate taxes), water and sewer rents, charges, claims, assessments,
liens and encumbrances now or hereafter assessed with respect to the
Mortgaged Properties, and the premiums on all policies of insurance
held by the Borrowers pursuant to the provisions of Section 6.8
(Insurance) above.
(c) Repair and Condition of Additional Security. The Borrowers
shall keep the Mortgaged Property and improvements thereon and the
other Additional Security in good condition and repair, ordinary wear
and tear excepted and shall not remove, demolish or materially alter
the buildings or improvements on the Mortgaged Property (except to the
extent that, in the reasonable business judgment of the Borrower that
owns or leases the applicable property, such demolition, removal or
alteration is in the best interest of such Borrower and not adverse to
the interests of the Secured Parties taken as a whole), nor commit or
suffer waste with respect thereto. The Borrowers shall materially
comply with all laws, rules, regulations and ordinances made or
promulgated by lawful authority which may now or hereafter become
applicable to the Mortgaged Property or other Additional Security, and
the Borrowers shall prohibit any use of the Mortgaged Property which
would permit the confiscation or seizure thereof. The Borrowers shall
permit the Administrative Agent at any reasonable time and from time
to time to enter upon the Mortgaged Property and the buildings and
improvements thereon erected for the purpose of inspecting and
appraising the same, and shall make restorations and replacements
reasonably required by the Administrative Agent. The Borrowers shall
not take or permit any action with respect to the Mortgaged Property
or other Additional Security which will in any manner impair the
security of the Mortgage on the Mortgaged Property or the Lien on the
other Additional Security.
(d) Administrative Agent's Right to Cure. In the event of the
failure of any Borrower to pay the taxes and other charges set forth
in Section 6.19(b) (Taxes and Insurance Premiums), or to furnish and
pay for the insurance as set forth in Section 6.8 (Insurance), or to
keep the Mortgaged Property in good condition and repair as provided
in subsection 6.19(c) (Repair and Condition of Mortgaged Property),
the Administrative Agent may, at its option, but without any
obligation to do so, pay any or all such items, together with
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penalties and interest thereon, and procure and pay for such insurance
and repairs; and any such Agent may at any time and from time to time
advance such additional sum or sums as such Agent in its sole
discretion may deem necessary to protect the security of the Mortgage
on the Mortgaged Property. All such sums so paid or advanced by the
Administrative Agent shall immediately and without demand be repaid by
the Borrowers, together with interest thereon at the Default Rate, and
shall be added to the principal indebtedness secured by the Mortgage
on the Mortgaged Property. The production of a receipt by the
Administrative Agent shall be conclusive proof of a payment or advance
authorized hereby, and the amount and validity thereof.
(e) Obligations under Leases. Each Borrower who is a tenant or
subtenant under a lease with respect to a Mortgaged Property shall
perform all of its obligations under such lease and send to the
Administrative Agent a copy of any notice relating to default,
termination or the like relating to such lease within one (1) Business
Day after receipt thereof by such Borrower. The Administrative Agent
is hereby granted the right (but not the obligation) to cure any
default by any Borrower under a lease.
(f) Environmental Laws. Each Borrower covenants and agrees with
each Lender Party to comply (and to cause all occupants of the
Mortgaged Property to comply) in all material respects with all
Environmental Laws, and to give prompt written notice to the
Administrative Agent of any violation or alleged violation of any
Environmental Law with respect to the Mortgaged Property. Without
limiting any other indemnification provision, each Borrower will
indemnify and defend each Lender Party and hold each Lender Party
harmless from any loss, liability, damage, claim, action or cause of
action, including, without limitation, court costs and attorney's
fees, consultants' fees and any costs associated with any Remedial
Action, arising from any violation or alleged violation of any
Environmental Law with respect to the Mortgaged Property owned or
leased by such Borrower, which undertaking shall not be subject to any
limitation on such Borrower's liability as may be contained in any
Loan Document, and which shall survive repayment of the Loan
Obligations and/or the foreclosure of the Mortgage on the applicable
Mortgaged Property.
6.20 FURTHER ASSURANCES.
(a) The Borrowers shall continue to use commercially reasonable efforts to
provide additional Mortgages (including leasehold mortgages) on all
real property owned or leased by the Borrowers other than the Excluded
Assets provided, however, at a minimum, the Borrowers shall cause,
(i) at least 61 Mortgages on owned or leased property to be
delivered to the Administrative Agent in form and substance
(with all exhibits) ready for recording on or before 9/30/99
(which number of properties shall include those recorded on
or before the Amendment No. 4 Effective Date) together with
such title reports and flood certifications as the
Administrative Agent may reasonably request; and
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(ii) at least 68 Mortgages on owned or leased property to be
delivered to the Administrative Agent in form and substance
(with all exhibits) ready for recording on or before
10/31/99 (which number of properties shall include those
recorded on or before 9/30/99) together with such title
reports and flood certifications as the Administrative Agent
may reasonably request.
(b) Each of the Borrowers agrees that it shall execute and deliver such
documents and statements as the Administrative Agent may reasonably
request and shall take any other action that may be required to
perfect, protect or extend the Lien or priority of the Mortgage on the
Mortgaged Property and the Lien or priority on the other Additional
Security. In addition, each of the Borrowers agrees that it will take
such other action as the Administrative Agent may reasonably request
to carry out the purposes of this Agreement.
1.10 Fixed Charge Coverage Ratio. The covenant set forth in Section
7.1(a) of the Current Credit Agreement is amended to replace the table set forth
therein with the following table:
Period Ratio
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7/1/99 through 3/30/00 1.10
3/31/00 through 9/29/00 1.15
9/30/00 through 9/29/02 1.20
9/30/02 and thereafter 1.25
1.11 Consolidated Net Worth. The first clause of Section 7.1(b) of the
Current Credit Agreement is amended to read as follows:
(b) Consolidated Net Worth. The Consolidated Net Worth of
Multicare and its Restricted Subsidiaries at any date of determination
after the Amendment No. 4 Effective Date shall be not less than the
sum of:
(i) Six Hundred Five Million Dollars ($605,000,000.00)
plus
(ii) an amount equal to the sum of:
(A) an amount equal to the net proceeds of all equity
offerings of Surety on a cumulative basis commencing on the
Amendment No. 4 Effective Date through such date of
determination, plus
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(B) 75% of the cumulative amount of Net Income (which
shall not be reduced by the amount of any net loss for any
fiscal quarter) of Multicare and its Restricted
Subsidiaries, on a consolidated basis, for the period
commencing on the first day of the fiscal quarter in which
the Amendment No. 4 Effective Date occurs through the last
day of the fiscal quarter ending on, or most recently prior
to, such date of determination, plus
(C) any reduction in the amount of debt of Multicare
and its Restricted Subsidiaries as a result of the
conversion of convertible debt securities into equity
(excluding Multicare's Convertible Subordinated 7%
Debentures).
1.12 Adjusted Total Debt/Cash Flow Ratio. The covenant set forth in
Section 7.1(c) of the Current Credit Agreement is amended to replace the table
set forth therein with the following table:
Period Ratio
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4/1/99 through 6/30/99 10.50
7/1/99 through 12/30/99 11.15
12/31/99 through 3/30/00 10.50
3/31/00 through 12/30/00 9.10
12/31/00 through 9/29/01 8.85
9/30/01 through 9/29/02 8.50
9/30/02 through 9/29/03 7.75
9/30/03 through 9/29/04 6.75
9/30/04 and thereafter 6.00
1.13 Adjusted Senior Debt/Cash Flow Ratio. The covenant set forth in
Section 7.1(d) of the Current Credit Agreement is amended to replace the table
set forth therein with the following table:
Period Ratio
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4/1/99 through 6/30/99 7.50
7/1/99 through 12/30/99 8.10
12/31/99 through 3/30/00 7.50
3/31/00 through 12/30/00 6.15
12/31/00 through 9/29/01 6.00
9/30/01 through 9/29/02 5.50
9/30/02 through 9/29/03 5.00
9/30/03 through 9/29/04 4.25
9/30/04 and thereafter 4.00
1.14 Calculation of Financial Covenants. Section 7.2 of the Current
Credit Agreement is deleted in its entirety and replaced with the following:
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7.2 CALCULATION OF FINANCIAL COVENANTS. (a) The financial
covenants set forth in this Article 7 shall be maintained continuously
and shall be tested at the end of each fiscal quarter (based on the
financial information delivered pursuant to Section 6.1 (Reporting
Requirements) above) and at such other times as may be required by the
terms of this Agreement.
(b) Following the effective date of any Acquisition that is
effected by Multicare or any of its Restricted Subsidiaries and that
is permitted under Section 8.4 (Acquisitions, Etc.) below, the
financial covenants set forth in this Article 7 shall be computed on a
pro forma basis as if the effective date of such Acquisition had been
the first day of the earliest of the four fiscal quarters ended on, or
most recently prior to, such actual date of the Acquisition. For
purposes of such computation, the Borrowers may elect to make pro
forma income statement adjustments at the time of the effective date
of such Acquisition under the following circumstances: (i) adjustments
to reflect the elimination of that portion of salary and employee
benefit expenses that will no longer be incurred after the
Acquisition, to the extent demonstrated by Multicare to the
satisfaction of the Administrative Agent, and (ii) adjustments to
reflect any other savings in expenses which will be realized by such
Person so acquired as a consequence of such Acquisition, to the extent
demonstrated by Multicare to the satisfaction of the Administrative
Agent. Following the effective date of any disposition that is
effected by Multicare or any of its Restricted Subsidiaries and that
is permitted under Section 8.5 (Dispositions) below, the financial
covenants set forth in this Article 7 shall be computed on a pro forma
basis as if the effective date of such disposition had been the first
day of the earliest of the four fiscal quarters ended on, or most
recently prior to, such actual date of disposition. Unless otherwise
agreed to by the Required Lenders, the financial condition and results
of operations of the Excluded Subsidiaries shall not be combined with
those of the Borrowers for purposes of calculating the financial
covenants set forth in this Article 7.
(c) For purposes of determining the Fixed Charge Coverage Ratio,
the Adjusted Total Debt/Cash Flow Ratio and the Adjusted Senior
Debt/Cash Flow Ratio, the amount of Cash Flow, Interest Expense,
income taxes, Rental Expenses and principal payments required to be
made on Total Funded Indebtedness (and each component of the
foregoing):
(i) will be calculated as the product of two (2) times the
two most recently completed fiscal quarters for the
reporting periods beginning with the quarter ended
6/30/99 and thereafter through and including the
quarter ending 9/30/00;
(ii) will be calculated as the product of four-thirds (4/3)
times the three most recently completed fiscal quarters
for the reporting periods ending 12/31/00 and 3/31/01;
and
(iii) will be calculated on a rolling four quarter basis for
each quarter ended prior to 6/30/99 and from and after
6/30/01.
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1.15 Pledge of Assets of Subsidiaries. Section 8.6 of the Current
Credit Agreement is amended to add the following after the words "pursuant to
the Pledge Agreement" in the proviso:
and their material assets shall be pledged to the Administrative Agent
pursuant to the Security Agreement and the Mortgages
1.16 Permitted Put/Call Amendment. Section 8.11(b) of the Current
Credit Agreement is amended to incorporate the following at the end thereof:
and except for the Permitted Put/Call Amendment.
1.17 Avoidance of Other Conflicts. Section 8.14 of the Current Credit
Agreement is amended to add the following prior to the word "conflict" in the
second line thereof:
enter into agreements which
1.18 Management Fee. Effective on the later to occur of the following
two conditions (a) the date the Permitted Put/Call Amendment is effective and
(b) the date Genesis receives an aggregate amount equal to Fifty Million Dollars
($50,000,000) in cash for the sale of common stock on substantially the terms
set forth in the Sponsor Letter of Intent, Section 8.16 of the Current Credit
Agreement shall be deleted in its entirety and replaced with the following:
8.16 MANAGEMENT FEE. The Borrowers shall not pay management fees under
the Multicare Management Agreement in any fiscal year (including the
payment in such year of accrued management fees in accordance with the
third sentence of this Section 8.16) in excess of 6% of the
consolidated net revenue of the Borrowers, provided however that, to
the extent such management fees in any fiscal year (including the
payment in such year of accrued management fees in accordance with the
third sentence of this Section 8.16) would exceed 4% of the
consolidated net revenue of the Borrowers, such excess amount shall be
payable only to the extent that, both before and after giving effect
to such payment, (i) there exists no Event of Default or Default, (ii)
Borrower's Fixed Charge Coverage Ratio shall be not less than 1.4 for
the two most recent completed fiscal quarters of the Borrowers, and
(iii) the Adjusted Total Debt/Cash Flow Ratio for the two most
recently completed fiscal quarters of the Borrowers shall be less than
4.00. Such management fees may be accrued but not paid except that the
Borrowers may not accrue more than 4% (on an annualized basis) of the
management fees due under the Multicare Management Agreement in any
fiscal year. Management Fees accrued in accordance with the foregoing
sentence may be paid in accordance with the first sentence of this
Section 8.16 to the extent they do not exceed in any fiscal year 4% of
the consolidated net revenue of the Borrowers. All such management
fees shall be subordinated to the obligations of the Borrowers
hereunder in accordance with the terms contained in the Multicare
Management Subordination Agreement as in effect on the date hereof. No
Borrower shall agree, or permit Surety to agree, with any Person
(other than the Lender Parties) to withhold, defer or change the
amount or timing of payments under the Multicare Management Agreement.
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Until the two conditions set forth in this Section 1.18 occur, the provisions of
Section 8.16 of the Current Credit Agreement (prior to giving effect to this
Amendment No. 4) shall remain in effect.
1.19 Events of Default for Covenant Defaults. Section 9.1(c) is
deleted in its entirety and replaced with the following:
(c) Covenant Defaults.
(i) There shall occur a default in the due
performance or observance of any term, covenant or agreement
to be performed or observed pursuant to any of Sections
6.1(f)(ii), 6.2, 6.3, 6.7, 6.10, 6.11, 6.14 or 6.17 or any
Section in Article 7 or Article 8.
(ii) The Borrowers shall fail to deliver any
certificates, statements or reports required to be delivered
in accordance with Sections 6.1(a), (b) or (c) and such
default shall continue unremedied for fourteen (14) days.
(iii) There shall occur any default in the due
performance or observance of any term, covenant or agreement
to be performed or observed pursuant to the provisions of
this Agreement (other than as provided in paragraph (a) or
paragraph (b) above or subparagraphs (i) or (ii) of this
paragraph (c)) and, if capable of being remedied, such
default shall continue unremedied for thirty (30) days after
any Borrower becomes aware, or should in the exercise of
reasonable diligence have become aware, of such default.
1.20 Events of Default for Failure Related to Security Interests
Generally. Section 9.1(h) is amended to incorporate the following language at
the end thereof:
Without limiting the generality of the foregoing, (a) subject to the
provisions of Section 6.20 (Further Assurances) above, the
Administrative Agent ceases to have a first-priority perfected
security interest in the material assets of the Borrowers (other than
the Excluded Assets) subject only to Permitted Liens and permitted
dispositions or (b) after a Cash Management Notice is given (as such
term is defined in the Security Agreement) pursuant to the Security
Agreement, the Borrowers shall permit funds to be deposited in a
deposit account other than as permitted in the Security Agreement or
shall allow any Person other than the Borrowers and the Administrative
Agent to have dominion and control over any Restricted Assignment
Lockbox Account (as such term is defined in the Security Agreement) or
any time after a Cash Management Notice is given pursuant to the
Security Agreement requiring the same, the Borrowers fail to keep
sweep authorizations and required tri-party agreements in place.
1.21 Events of Default for Failure Related to Security Interests in
Subsidiaries. Section 9.1(l) is deleted in its entirety and replaced with the
following:
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(l) Subsidiaries as Loan Parties. Any direct or indirect Subsidiary of
Multicare, other than Excluded Subsidiaries, shall fail to be, or
shall cease to be, or fail to become, a Borrower hereunder; or the
equity of any such Person owned by any Borrower shall cease to be, or
fail to be, pledged under the Pledge Agreement; or, subject to the
provisions of Section 6.20 (Further Assurances) above, the material
assets (other than Excluded Assets) of any Borrower shall cease to be
pledged to the Administrative Agent pursuant to the Security Agreement
and/or the Mortgages.
1.22 [Intentionally omitted]
1.23 Administrative Agent's Duties. Section 10.2(d) is amended to
incorporate the following language at the end thereof:
or could impose any liability on the Administrative Agent.
1.24 Joinder of Affiliates As Parties to Qualified Interest Rate
Hedging Agreements. Section 10.14 of the Current Credit Agreement is deleted in
its entirety and replaced with the following:
10.14 JOINDER OF AFFILIATES AS PARTIES TO QUALIFYING INTEREST
RATE HEDGING AGREEMENTS; APPOINTMENT OF AGENT. Any Affiliate of a
Lender Party that now or hereafter is a party to an Interest Rate
Hedging Agreement entered into with any Borrower or Borrowers pursuant
to the terms of this Agreement may become a secured party under the
Pledge Agreement and a secured party under the Security Agreement and
the Mortgages (and the Interest Rate Hedging Agreement shall thereby
become a Qualifying Interest Rate Hedging Agreement secured by the
Collateral under the Pledge Agreement and the Additional Security
under the Security Agreement and the Mortgages) if (i) the
Administrative Agent consents in writing to such Person becoming a
secured party (such consent not to be unreasonably withheld) and (ii)
such Affiliate signs a Joinder to this Agreement agreeing to the terms
hereof. By signing a Joinder to this Agreement in form and substance
satisfactory to the Administrative Agent, each such Affiliate shall be
deemed to be a "Lender" and a "Lender Party" for purposes of this
Article 10 (but shall not be included as a Required Lender for voting
or other purposes) and shall be deemed to have appointed the
Administrative Agent as its agent for the purposes set forth in the
Loan Documents and to have agreed to the exculpation and
indemnification provisions set forth in such Loan Documents relative
to such agent. Without limiting the generality of the foregoing, (a)
the Administrative Agent is authorized and directed to accept any and
all payments under the Loan Documents (including, without limitation,
the Pledge Agreement, Security Agreement and Mortgages) on behalf of,
among others, such Affiliate and to make payments to, among others,
such Affiliate in accordance with the provisions of the Loan Documents
and (b) such Affiliate understands that any Qualifying Interest Rate
Hedging Agreement shall be secured pari passu with the Loans and other
Obligations for so long as the Obligations under the Credit Agreement
remain outstanding and so secured, but that such Affiliate is not
entitled to voting or other rights under this Agreement and the other
Loan Documents.
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1.25 Adjusted Senior Debt/Cash Flow Ratio. The definition of "Adjusted
Senior Debt/Cash Flow Ratio" in Section 11.1 of the Current Credit Agreement is
deleted in its entirety and replaced with the following:
"Adjusted Senior Debt/Cash Flow Ratio" means as of any date of
determination:
(a) Adjusted Senior Debt as of such date of determination
divided by
(b) Cash Flow of Multicare and its Restricted Subsidiaries, on a
consolidated basis.
1.26 Adjusted Total Debt/Cash Flow Ratio. The definition of "Adjusted
Total Debt/Cash Flow Ratio" in Section 11.1 of the Current Credit Agreement is
deleted in its entirety and replaced with the following:
"Adjusted Total Debt/Cash Flow Ratio" means as of any date of
determination:
(a) Adjusted Total Debt as of such date of determination
divided by
(b) Cash Flow of Multicare and its Restricted Subsidiaries, on a
consolidated basis.
1.27 Definition of Agents. The definition of Agents is deleted in its
entirety and replaced with the following:
"Agents" means collectively the Administrative Agent, Citicorp
USA, Inc. as Syndication Agent, First Union National Bank as
Documentation Agent and Bank of America, N.A. (as successor to
NationsBank, N.A. and Bank of America NT&SA) as Syndication Agent.
1.28 Applicable Margin Definition. Subsection (a), (b) and (c) of the
definition of Applicable Margin are deleted in their entirety and replaced with
the following:
(a) For any RC Loans or Tranche A Term Loans, the Applicable
Margin shall be the percentage amount set forth below under the
caption "Applicable Margin for RC Loans and Tranche A Term Loans"
opposite the relevant Adjusted Total Debt/Cash Flow Ratio:
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Adjusted Total Applicable Margin for RC Loans
Debt/Cash Flow Ratio and Tranche A Term Loans
-------------------- ---------------------------------
Prime Rate Loans LIBO Rate Loans
---------------- ---------------
below 3.0 0 1.00%
> 3.0 < 3.5 0 1.25%
-
> 3.5 < 4.0 0 1.50%
-
> 4.0 < 4.5 0 1.75%
-
> 4.5 < 5.0 0 2.00%
-
> 5.0 < 5.5 .25% 2.25%
-
> 5.5 < 6.0 .50% 2.50%
-
> 6.0 < 6.5 .75% 2.75%
-
> 6.5 < 7.0 .75% 3.00%
-
> 7.0 < 7.5 .75% 3.25%
-
> 7.5 < 8.0 1.75% 3.50%
-
> 8.0 2.00% 3.75%
-
(b) For any Tranche B Term Loan, the Applicable Margin at
all times after the Amendment No. 4 Effective Date for LIBO Rate Loans
shall be 4.00%, provided, however, that any time that the Adjusted
Total Debt/Cash Flow Ratio is less than 4.5 to 1.0, the Applicable
Margin for Tranche B Term Loans shall be 3.25%. For any Tranche B Term
Loan, the Applicable Margin at all times after the Amendment No. 4
Effective Date for Prime Rate Loans shall be 2.25% provided, however,
that at any time that the Adjusted Total Debt/Cash Flow Ratio is less
than 4.5 to 1.0, the Applicable Margin for Tranche B Loans which are
Prime Rate Loans shall be 1.50%.
(c) For any Tranche C Term Loan, the Applicable Margin at
all times after the Amendment No. 4 Effective Date for LIBO Rate Loans
shall be 4.25%, provided, however, that any time that the Adjusted
Total Debt/Cash Flow Ratio is less than 4.5 to 1.0, the Applicable
Margin for Tranche C Term Loans shall be 3.50%. For any Tranche C Term
Loan, the Applicable Margin at all times after the Amendment No. 4
Effective Date for Prime Rate Loans shall be 2.50% provided, however,
that at any time that the Adjusted Total Debt/Cash Flow Ratio is less
than 4.5 to 1.0, the Applicable Margin for Tranche C Loans which are
Prime Rate Loans shall be 1.75%.
1.29 Cash Flow Definition. The definition of "Cash Flow" in Section
11.1 of the Current Credit Agreement is amended by adding the following clause
after the words "Multicare Management Agreement":
(provided that such management fees are actually accrued during such
period in accordance with Section 8.16 hereof)
1.30 Change of Control Definition. The definition of "Change of
Control" in Section 11.1 of the Current Credit Agreement is amended to delete
subsection (b) thereof in its entirety and replace it with the following:
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(b) TPG, Cypress, Nazem and Genesis, collectively, shall
cease to own beneficially and of record at least 51% of the shares of
each class of capital stock of Surety (and all rights and options to
purchase such shares of capital stock) subject to no Liens, provided
however that, after the effective date of the Permitted Put/Call
Amendment, TPG, Cypress, Nazem, Permitted Transferees and Genesis,
collectively, shall cease to own beneficially and of record at least
51% of the shares of each class of capital stock of Surety (and all
rights and options to purchase such shares of capital stock) subject
to no Liens;
1.31 Fixed Charge Coverage Ratio Definition. The definition of "Fixed
Charge Coverage Ratio" in Section 11.1 of the Current Credit Agreement is
deleted in its entirety and replaced with the following:
"Fixed Charge Coverage Ratio" means, as of any date of
determination, the result of:
(a) Cash Flow of Multicare and its Restricted Subsidiaries, on a
consolidated basis.
divided by
(b) the sum of (i) Interest Expense, income taxes and Rental
Expense of Multicare and its Restricted Subsidiaries, on a
consolidated basis, and (without duplication) (ii) principal payments
scheduled or required to be made on Total Funded Indebtedness.
Notwithstanding the foregoing, for calculations of the Fixed Charge
Coverage Ratio with respect to the period commencing October 1, 1998
and ending December 30, 2000, there shall not be added to the
denominator principal payments scheduled or required to be made on
Total Funded Indebtedness. For calculations made with respect to any
period ending after December 30, 2000, the calculation shall be made
without regard to the adjustment set forth in the preceding sentence.
1.32 Definition of Loan Documents. The definition of "Loan Documents
in Section 11.1 of the Current Credit Agreement is amended by inserting after
the phrase "the Pledge Agreement," the following:
the Security Agreement, the Mortgages,
1.33 Put/Call Agreement Definition. The definition of "Put/Call
Agreement" in Section 11.1 of the Current Credit Agreement is deleted in its
entirety and replaced with the following:
"Put/Call Agreement" means the Put/Call Agreement dated as of
October 9, 1997 among Genesis, TPG and Cypress as the same may be
amended consistent with Section 8.11 (Limitation on Modification of
Certain Documents) above.
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1.34 New Definitions. Section 11.1 of the Current Credit Agreement is
amended by adding the following new definition in their correct alphabetical
location:
"Additional Security" means all of the property and assets
subject to the Mortgages and/or the Security Agreement, from time to
time.
"Agent-Involved Claim" has the meaning ascribed to such term in
Section 6.8 hereof.
"Amendment No. 4" means that certain Amendment No. 4 and Waiver
to Credit Agreement among the Borrowers and the Lender Parties dated
as of August 20, 1999.
"Amendment No. 4 Effective Date" means the date that Amendment
No. 4 to this Agreement becomes effective as more particularly set
forth in said Amendment No. 4 hereto.
"Consolidated Net Worth" shall mean the total amount of
stockholders equity of Multicare and its Restricted Subsidiaries, on a
consolidated basis, provided that Consolidated Net Worth shall not be
reduced by the non-cash charges resulting from asset impairment and
the write-off of good will.
"Excluded Assets" are (a) those assets listed on Schedule 11.1-
Part A attached hereto, (b) any other assets which the Required
Lenders agree to include on Schedule 11.1- Part A from time to time as
additional Excluded Assets, so long as the Required Lenders so agree
prior to the date such assets are acquired or created by the Borrowers
and (c) those assets designated as "Excluded Assets" pursuant to the
terms of this Agreement.
"Mortgaged Property" means any property, from time to time,
subject to any Mortgage.
"Mortgages" means the mortgages, deeds of trust and other
conveyance instruments and agreements granting a Lien on real property
of the Borrowers in favor of the Administrative Agent from time to
time, as such instruments and agreements may be amended, restated,
modified and/or supplemented from time to time.
"Obligations" means Loan Obligations.
"Permitted Put/Call Amendment" means an amendment to the Put/Call
Agreement which
(a) is substantially on the terms described in the Sponsor Letter
of Intent;
(b) is substantially concurrent with, or subsequent to, the
receipt by Genesis of at least $50,000,000 in cash in exchange for its
common stock or warrants therefor;
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(c) is accompanied by agreements insuring that at all times
during the period beginning on the date of the Permitted Put/Call
Amendment and ending on the date that Genesis acquires 100% of the
capital stock of Surety it shall, under all circumstances, maintain
control of the Board of Directors of Multicare and of Surety; and
(d) would not cause a "Change of Control" as defined in any
indenture applicable to Multicare or cause any default under such
indenture.
"Permitted Transferee" means a transferee or assignee of the
shares of common stock in Surety held by TPG, Cypress or Nazem who
receives such common stock in connection with, and substantially
contemporaneously with the execution of, the Permitted Put/Call
Amendment
"Release" means a release, spill, emission, leaking, pumping,
emptying, escaping, injection, deposit, disposal, discharge,
dispersal, leaching or migration into the indoor or outdoor
environment or into or out of any property, including the movement of
Environmental Concern Materials through or in the air, soil, surface
water, groundwater or property.
"Remedial Action" means actions necessary to comply with any
Environmental Law with respect to (a) clean up, removal, treatment or
handling of Environmental Concern Materials in the indoor or outdoor
environment; (b) prevention of Releases or threats of Releases or
minimization of further Releases of Environmental Concern Materials so
they do not migrate or endanger or threaten to endanger public or
employee health or safety or welfare or the indoor or outdoor
environment; or (c) performance of pre-remedial studies and
investigations and post-remedial monitoring and care.
"Security Agreement" has the meaning ascribed to that term in
Amendment No. 4.
"Sponsor Letter of Intent" means that certain Letter of Intent,
dated on or about August 2, 1999, among TPG, Cypress, Nazem and
Genesis.
"Transfer" has the meaning ascribed to such term in Section 6.19
hereof.
1.35 Deletion of Certain Definitions. Section 11.1 of the Current
Credit Agreement is amended by deleting the following definitions:
"Swing Line Lender"
"Swing Line Loan"
1.36 Amendments; Waivers. Section 12.8 is deleted in its entirety and
replaced with the following:
-19-
12.8 Amendments; Waivers. Any term, covenant, agreement or
condition of any Loan Document to which the Lenders (or the
Administrative Agent) are party may be amended, and any right under
the Loan Documents may be waived, if, but only if, such amendment or
waiver is in writing and is signed by the Required Lenders (or by the
Administrative Agent at the direction of the Required Lenders);
provided, however, if the rights and duties of the Administrative
Agent are affected thereby, such amendment or waiver must be executed
by the Administrative Agent; and provided, further, that any amendment
or waiver of the terms of Article 3 hereof or any other amendment or
waiver that relates to Letters of Credit or rights or obligations
relating thereto or the rights or obligations of the Issuer must also
be executed by the Issuer (and any amendments to any Letter of Credit,
itself, need only be approved by the Borrowers and the Issuer); and
provided, further, that no such amendment or waiver shall be effective
unless in writing and signed by each Lender referred to below, if it
would
(a) increase such Lender's Commitment or the outstanding amount
of such Lender's Loans or Letters of Credit Participations, or
(b) extend the maturity of any Loan held by such Lender, or the
time of any scheduled principal payment of any Loan of such Lender;
(c) decrease the rate of interest or amount of fees due to such
Lender or decrease the principal amount in respect of any Loan of such
Lender or extend the time of payment of interest or fees due to such
Lender, provided that the written consent of the Required Lenders,
rather than the consent of all Lenders, shall be sufficient to waive
imposition of the Default Rate,
(d) reduce or waive any payment owing to such Lender in respect
to any unreimbursed Drawings; or
(e) change the number of Lenders which are required to consent to
any proposed action under this Agreement before such action may be
taken under this Agreement if such change could cause such Lender to
lose its right to participate in such consent;
and provided, further, that no such amendment or waiver shall be
effective unless in writing and signed by all the Lenders if it would
(i) amend the definition of "Required Lenders" or
(ii) release any Borrower of its Obligations or release any
guaranty or collateral security granted pursuant to the Loan
Documents;
-20-
provided, however, the Administrative Agent shall, without the consent
of any Person, release any Borrower, guarantor or collateral security
granted pursuant to the Loan Documents, (A) as a court of competent
jurisdiction may direct, or (B) in connection with a disposition
permitted under Section 8.5 above (other than a disposition to another
Borrower) or as may be otherwise provided under the Loan Documents and
provided, further, that for purposes of determining whether" all
Lenders", "the Required Lenders" or "any Lender" has consented to any
amendment or waiver, no effect shall be given to the determination of
any Lender who has lost its right to vote pursuant to Sections 1.3(c),
1.3(e)(ii), or 1.6(e) and provided, further, any amendment to cash
collateral or cash management documents that may be entered into may
be amended by the Administrative Agent without the Required Lenders.
Without limiting the generality of the foregoing, the Administrative
Agent is authorized and directed to take such action as it deems
necessary or desirable (including, without limitation, the execution
and filing of UCC-3 termination statements or the giving of direction
to another Person to do the same) to release any security interest
referred to in the proviso to this clause (ii).
Further, the Administrative Agent and the Lenders may amend or modify
the provisions of Article 10 hereof (except for Section 10.9
(Successor Administrative Agent) and paragraph (b) of Section 10.12
(Other Agents) and Article 10A hereof) without the need for any
consent or approval from the Borrowers, it being acknowledged that the
Borrowers are not third party beneficiaries of the provisions of said
Article 10 (except for Section 10.9 (Successor Administrative Agent)
and paragraph (b) of Section 10.12 (Successor Agent)) and (y) without
the consent of any Lenders, the Administrative Agent may enter into
amendments and modifications to this Agreement and the other Loan
Documents as necessary or desirable to cure any ambiguities herein or
therein or to add additional Borrowers or add additional Collateral.
Reference is made to Article 10A of the Genesis Credit Agreement which
affects the right of the parties hereto to amend certain provisions
set forth in Section 12.9 below without the consent of certain Lenders
party thereto; accordingly, when amending Section 12.9 below,
consideration shall be given to the provisions of said Section 10A of
the Genesis Credit Agreement.
1.37 Consents to Assignments. The eighth line of Section 12.9(c) is
amended by changing "consent" to "consents" both places it appears.
1.38 Incorporation of Terms. The terms of this Amendment No. 4 and
Schedule 11.1 attached hereto are hereby incorporated into the Credit Agreement
as if fully set forth therein.
2. Representations and Warranties. In order to induce the Lenders, the
Issuer and the Agents to agree to amend the Current Credit Agreement, each of
the Borrowers, jointly and severally, makes the following representations and
warranties, which shall survive the execution and delivery of this Amendment No.
4.
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2.1 The execution, delivery and performance of this Amendment No. 4
does not require any consent of, notice to, or filing with any governmental
entity or any other third party, does not violate the terms of any agreement or
instrument binding on any Borrower (including, without limitation, the
constituent documents of such Borrower) or violate any Law applicable to such
Borrower. On and after the Amendment No. 4 Effective Date, the Current Credit
Agreement as amended by the amendments hereunder to be effective on the
Amendment No. 4 Effective Date, shall be the legal, valid and binding obligation
of each Borrower enforceable against such Borrower in accordance with its terms.
2.2 No Default or Event of Default has occurred and is continuing,
after giving effect to the amendments contained herein.
2.3 Each of the representations and warranties set forth in the Credit
Agreement is true and correct in all material respects both before and after
giving effect to the amendments and transactions contemplated hereby as though
each such representation and warranty were made at and as of the date hereof and
as of the Amendment No. 4 Effective Date.
3. Amendment No. 4 Effective Date. The amendments set forth in Section 1
(Amendments to Current Credit Agreement on Amendment No. 4 Effective Date) above
shall be effective on the date (the "Amendment No. 4 Effective Date") that each
of the following conditions is satisfied (provided however that, the Lender
Parties shall have no obligation to enter into this Amendment No. 4 and this
Amendment No. 4 shall not become effective unless the conditions set forth
herein are satisfied on or prior to August 31, 1999):
3.1 Secretary's Certificates. The Borrowers shall have delivered, or
caused to be delivered, a certificate of the Secretary or an Assistant Secretary
(or general partner, as applicable) of each of the Borrowers, with specimen
signatures of the authorized signatories to the Loan Documents, and to which
shall be attached copies of the following, as applicable: articles or
certificates of incorporation, bylaws, partnership agreements, resolutions and
shareholder agreements provided, however, if any such articles, by-laws or
partnership agreements of Subsidiaries were delivered to the Administrative
Agent since October 14, 1997 and if there have been no changes to such
documents, additional copies need not be delivered pursuant to this Section 3.2
so long as the certifying officer signs a statement to such effect in the
applicable Secretary's Certificate.
3.2 Good Standing Certificates. The Borrowers shall have delivered, or
caused to be delivered, a good standing or subsistence certificate, as the case
may be, issued as of a recent date with respect to each Borrower (and corporate
general partner of Borrowers that are partnerships), issued by the Secretary of
State or other appropriate official of its jurisdiction of formation and also
each jurisdiction where it is required to qualify to do business and, if any
such certificate is dated more than twenty-one (21) days prior to the Closing
Date, a confirmation (which may be provided by a reputable corporate service) of
the information in such certificate.
3.3 Lien Searches. The Borrowers shall have delivered to the
Administrative Agent Uniform Commercial Code, tax, and judgment lien searches of
the Borrowers, in such form, as of such date and with such content as are
acceptable to the Administrative Agent.
3.4 Execution of Amendment No. 4. Each of the Borrowers and the
Required Lenders shall have executed this Amendment No. 4 and the Surety shall
have executed the acknowledgement set forth below.
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3.5 Opinions of Counsel.
(a) The Borrowers shall have delivered favorable opinions of
counsel, dated as of the Amendment No. 4 Effective Date, from Blank
Rome Xxxxxxx & XxXxxxxx, counsel to the Borrowers, as to the absence
of conflicts with other financing agreements and other material
agreements of the Borrowers, the perfection of security interests
under the Security Documents, the due organization of the Borrowers,
the due authorization of the transactions referred to herein, the
enforceability of the Loan Documents and such other matters as the
Agents may reasonably request, in form and substance satisfactory to
the Agents.
(b) The Borrowers shall have delivered such local counsel
opinions as the Administrative Agent may request, in form and
substance satisfactory to the Administrative Agent.
3.6 Consents and Approvals. The Borrowers shall have delivered all
material corporate, governmental, judicial and third party consents and
approvals necessary in connection with this Agreement and the other Loan
Documents provided, however that the Borrowers shall only be required to use
commercially reasonable efforts to produce landlord consents and other third
party consents to specific items of Additional Security.
3.7 Sponsor Letter of Intent and Related Matters. The Borrowers shall
have delivered to the Lenders a copy of the Sponsor Letter of Intent executed by
the Sponsors. In addition, the Borrowers shall have delivered a written
acknowledgement from Cypress and TPG stating that the terms of this Amendment
No. 4 and the related documents are acceptable to them within the meaning of the
Sponsor Letter of Intent.
3.8 Insurance. The Borrowers shall have delivered to the
Administrative Agent evidence of the insurance required by Section 6.8 of the
Agreement.
3.9 Fees and Expenses. The Borrowers shall have paid the fees required
to be paid to the Agents and the Lenders on or before the Amendment No. 4
Effective Date and the fees and disbursements of counsel for the Administrative
Agent in connection with the negotiation, preparation, execution and delivery of
this Amendment No. 4 and related transactions.
3.10 Security Agreement. The Borrowers shall have executed and
delivered a Security Agreement (as such agreement is amended, restated, modified
and/or supplemented from time to time, the "Security Agreement") in
substantially the form of Exhibit A hereto, together with such UCC-1 financing
statements and/or UCC-3 statements of amendment as are required thereby.
3.11 Mortgages. The Borrowers shall have executed and delivered
mortgages or other appropriate collateral conveyance documents for so much of
their real property (owned or leased) as they can provide using commercially
reasonable efforts but, in any event, for at least 14 owned properties, together
with such title reports and flood zone certifications as the Administrative
Agent may reasonably request.
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3.12 Truth of Representation and Absence of Defaults. The
representations and warranties set forth in this Amendment No. 4, the Agreement
and the other Loan Documents shall be true and correct in all material respects
and there shall be no Default or Event of Default after giving effect to the
amendments and waivers set forth hereunder.
3.13 Other Information. The Borrowers shall have delivered such other
information as the Agents may reasonably request.
Also effective on the Amendment No. 4 Effective Date, the Lenders hereby waive
any Defaults or Events of Default existing under the Current Credit Agreement to
the extent (but only to the extent) that such Defaults or Events of Default
would not exist after giving effect to this Amendment No. 4. In addition, the
Lenders hereby waive any Default or Event of Default caused by the failure to
deliver financial statements and an Officer's Compliance Certificate by August
15, 1999 so long as such financial statements and Officer's Compliance
Certificate are delivered by August 23, 1999. The foregoing waivers are limited
to their express terms and do not imply any similar or future waivers.
4. Counterparts. This Amendment No. 4 may be executed in counterparts and
by different parties hereto in separate counterparts, each of which, when
executed and delivered, shall be deemed to be an original and all of which, when
taken together, shall constitute one and the same instrument. A photocopied or
facsimile signature shall be deemed to be the functional equivalent of a
manually executed original for all purposes.
5. Ratification. The Current Credit Agreement, as amended by this Amendment
No. 4, and the other Loan Documents, are, and shall continue to be, in full
force and effect and are hereby in all respects confirmed, approved and
ratified.
6. Payment of Fees and Expenses. Without limiting other payment obligations
of the Borrowers set forth in the Loan Documents, the Borrowers hereby, jointly
and severally, agree to pay (a) all costs and expenses incurred by the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment No. 4 and any other documents or instruments which may be
delivered in connection herewith, including, without limitation, the reasonable
fees and expenses of its counsel, Drinker Xxxxxx & Xxxxx LLP, (b) a fee to each
Lender who signs and returns a signature page hereto no later than 5:00 p.m. on
August 20, 1999 (or such other date and time as is mutually agreed upon) in an
amount equal to .25% of such Lender's total Commitment under the Agreement, and
(d) such other fees as Multicare has agreed to pay in connection herewith.
7. Authorization to Agent. The Lenders hereby authorize the Administrative
Agent to take such action (including, without limitation, signing amendments to
Loan Documents) as shall be consistent with the purposes hereof and as it shall
deem necessary or appropriate to carry out the purposes of this Amendment No. 4.
8. Governing Law. This Amendment No. 4 shall be construed in accordance
with, and governed by, the laws of the Commonwealth of Pennsylvania, without
regard to choice of law principles.
-24-
9. References. From and after the Amendment No. 4 Effective Date, each
reference in the Credit Agreement to "this Agreement", "hereof", "hereunder" or
words of like import, and all references to the Credit Agreement in any and all
Loan Documents, other agreements, instruments, documents, certificates and
writings of every kind and nature, shall be deemed to mean the Current Credit
Agreement as modified and amended by this Amendment No.4 and as the same may be
further amended, modified or supplemented in accordance with the terms thereof.
-25-
IN WITNESS WHEREOF, the parties have caused this Amendment No.4 to be
duly executed as of the date first above written.
BORROWERS:
THE MULTICARE COMPANIES, INC., a
Delaware corporation
By____________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Treasurer
Address for notices:
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx Xxxxxx, XX 00000
Attention: Xxx X. Xxxxxxxxx, Vice President
Chairman's Office & Corporate
Secretary
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
ADS APPLE VALLEY LIMITED PARTNERSHIP, a Massachusetts limited partnership, by:
ADS Apple Valley, Inc. its General Partner
ADS DARTMOUTH GENERAL PARTNERSHIP, a Massachusetts general partnership, by ADS
Dartmouth ALF, Inc. and ADS Senior Housing, Inc., its General Partners
ADS HINGHAM LIMITED PARTNERSHIP, a Massachusetts limited partnership, by ADS
Hingham Nursing Facility, Inc., its General Partner
ADS RECUPERATIVE CENTER LIMITED PARTNERSHIP, a Massachusetts limited
partnership, by ADS Recuperative Center, Inc., its General Partner
CARE HAVEN ASSOCIATES LIMITED PARTNERSHIP, a West Virginia limited partnership,
by Glenmark Associates, Inc. and GMA Partnership Holding Company, Inc., its
General Partners
CUMBERLAND ASSOCIATES OF RHODE ISLAND, L.P., a Delaware limited partnership, by
Health Resources of Cumberland, Inc., its General Partner
GLENMARK PROPERTIES I, LIMITED PARTNERSHIP, a West Virginia limited partnership,
by Glenmark Associates, Inc. and GMA Partnership Holding Company, Inc., its
General Partners
GROTON ASSOCIATES OF CONNECTICUT, L.P., a Delaware limited partnership, by
Health Resources of Groton, Inc., its General Partner
MIDDLETOWN (RI) ASSOCIATES OF RHODE ISLAND, L.P., a Delaware limited
partnership, by Health Resources of Middletown (R.I.), Inc., its General Partner
POINT PLEASANT HAVEN LIMITED PARTNERSHIP, a West Virginia limited partnership,
by Glenmark Associates, Inc., its General Partner
RALEIGH MANOR LIMITED PARTNERSHIP, a West Virginia limited partnership, by
Glenmark Associates, Inc., its General Partner
ROMNEY HEALTH CARE CENTER LTD., LIMITED PARTNERSHIP, a West Virginia limited
partnership, by Glenmark Associates, Inc., its General Partner
SISTERVILLE HAVEN LIMITED PARTNERSHIP, a West Virginia limited partnership, by
Glenmark Associates, Inc., its General Partner
TEAYS VALLEY HAVEN LIMITED PARTNERSHIP, a West Virginia limited partnership, by
Glenmark Associates, Inc., its General Partner
THE XXXXXX GROUP - XXXXXXX HOUSE, L.P., a New Jersey limited partnership, by
Encare of Wyncote, Inc., its General Partner
THE XXXXXX GROUP - QUAKERTOWN MANOR, L.P., a New Jersey limited partnership, by
Encare of Quakertown, Inc., its General Partner
WALLINGFORD ASSOCIATES OF CONNECTICUT, L.P., a Delaware limited partnership, by
Health Resources of Wallingford, Inc., its General Partner
WARWICK ASSOCIATES OF
RHODE ISLAND, L.P., a Delaware limited partnership, by Health Resources of
Warwick, Inc., its General Partner
By: ______________________________
On behalf of each of the foregoing
General Partners by Xxxxxxx X. Xxxxxxxx,
Treasurer
XXXXX XXXXX ASSOCIATES OF NEW JERSEY, L.P., a Delaware limited partnership, by
Encare of Mendham, L.L.C., its General Partner, by Century Care Management,
Inc., its authorized manager
MERCERVILLE ASSOCIATES OF NEW JERSEY, L.P., a Delaware limited partnership, by
Breyut Convalescent Center, L.L.C., its General Partner, by Century Care
Management, Inc., its authorized manager
POMPTON ASSOCIATES, L.P., a New Jersey limited partnership, by Pompton Corp.,
L.L.C., its General Partner, by Century Care Management, Inc., its authorized
manager
THE XXXXXX GROUP - OLD BRIDGE, L.P., a New Jersey limited partnership, by Health
Resources of Xxxxx, L.L.C., its General Partner, by Century Care Management,
Inc., its authorized manager
THE XXXXXX GROUP - RIDGEWOOD, L.P., a New Jersey limited partnership, by Health
Resources of Ridgewood, L.L.C., its General Partner, by Century Care Management,
Inc., its authorized manager
By:__________________________
On behalf of each of the foregoing
General Partners by Xxxxxxx X.
Xxxxxxxx as Treasurer of the
Authorized Manager
Address for notices:
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx Xxxxxx, XX 00000
Attention: Xxx X. Xxxxxxxxx, Vice President
Chairman's Office & Corporate
Secretary
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
ACADEMY NURSING HOME, INC., a Massachusetts corporation
ADS APPLE VALLEY, INC., a Massachusetts corporation
ADS CONSULTING, INC., a Massachusetts corporation
ADS DANVERS ALF, INC., a Delaware corporation
ADS DARTMOUTH ALF, INC., a Delaware corporation
ADS HINGHAM ALF, INC., a Delaware Corporation
ADS HINGHAM NURSING FACILITY, INC., a Massachusetts corporation
ADS HOME HEALTH, INC., a Delaware corporation
ADS MANAGEMENT, INC., a Massachusetts corporation
ADS/MULTICARE, INC., a Delaware corporation
ADS RECUPERATIVE CENTER, INC., a Massachusetts corporation
ADS SENIOR HOUSING, INC., a Massachusetts corporation
ADS VILLAGE MANOR, INC., a Massachusetts corporation
ANR, INC., a Delaware corporation
APPLEWOOD HEALTH RESOURCES, INC., a Delaware corporation
AUTOMATED PROFESSIONAL ACCOUNTS, INC., a West Virginia corporation
BERKS NURSING HOMES, INC., a Pennsylvania corporation
BETHEL HEALTH RESOURCES, INC., a Delaware corporation
BRIGHTWOOD PROPERTY, INC., a West Virginia corporation
CENTURY CARE CONSTRUCTION, INC., a New Jersey corporation
CENTURY CARE MANAGEMENT, INC., a Delaware corporation
CHATEAU VILLAGE HEALTH RESOURCES, INC., a Delaware corporation
CHG INVESTMENT CORP., INC., a Delaware corporation
CHNR-I, INC., a Delaware corporation
COLONIAL HALL HEALTH RESOURCES, INC., a Delaware corporation
COLONIAL HOUSE HEALTH RESOURCES, INC., a Delaware corporation
CONCORD HEALTH GROUP, INC., a Delaware corporation
CONCORD HOME HEALTH, INC., a Pennsylvania corporation
CONCORD REHAB, INC., a Pennsylvania corporation
CONCORD SERVICE CORPORATION, a Pennsylvania corporation
CVNR, INC., a Delaware corporation
DELM NURSING, INC., a Pennsylvania corporation
ELMWOOD HEALTH RESOURCES, INC., a Delaware corporation
ENCARE OF PENNYPACK, INC., a Pennsylvania corporation
ENCARE OF QUAKERTOWN, INC., a Pennsylvania corporation
ENCARE OF WYNCOTE, INC., a Pennsylvania corporation
ENR, INC., a Delaware corporation
GLENMARK ASSOCIATES, INC., a West Virginia corporation
GMA - BRIGHTWOOD, INC., a West Virginia corporation
GMA CONSTRUCTION, INC., a West Virginia corporation
GMA - MADISON, INC., a West Virginia corporation
GMA PARTNERSHIP HOLDING COMPANY, INC., a West Virginia corporation
GMA - UNIONTOWN, INC., a Pennsylvania corporation
HEALTH RESOURCES OF XXXXXXXX, INC., a Delaware corporation
HEALTH RESOURCES OF CEDAR GROVE, INC., a New Jersey corporation
HEALTH RESOURCES OF COLCHESTER, INC., a Connecticut corporation
HEALTH RESOURCES OF COLUMBUS, INC., a Delaware corporation
HEALTH RESOURCES OF CUMBERLAND, INC., a Delaware corporation
HEALTH RESOURCES OF EATONTOWN, INC., a New Jersey corporation
HEALTH RESOURCES OF FARMINGTON, INC., a Delaware corporation
HEALTH RESOURCES OF XXXXXXX, INC., a Delaware corporation
HEALTH RESOURCES OF GLASTONBURY, INC., a Connecticut corporation
HEALTH RESOURCES OF GROTON, INC., a Delaware corporation
HEALTH RESOURCES OF LAKEVIEW, INC., a New Jersey corporation
HEALTH RESOURCES OF LEMONT, INC., a Delaware corporation
HEALTH RESOURCES OF XXXX, INC., a New Jersey corporation
HEALTH RESOURCES OF KARMENTA AND MADISON, INC., a Delaware corporation
HEALTH RESOURCES OF XXXXXXXX, INC., a Delaware corporation
HEALTH RESOURCES OF MIDDLETOWN (R.I.), INC., a Delaware corporation
HEALTH RESOURCES OF MORRISTOWN, INC., a New Jersey corporation
HEALTH RESOURCES OF NORFOLK, INC., a Delaware corporation
HEALTH RESOURCES OF NORWALK, INC., a Connecticut corporation
HEALTH RESOURCES OF PENNINGTON, INC., a New Jersey corporation
HEALTH RESOURCES OF ROCKVILLE, INC., a Delaware corporation
HEALTH RESOURCES OF SOUTH BRUNSWICK, INC., a New Jersey corporation
HEALTH RESOURCES OF XXXX HILLS, INC., a New Jersey corporation
HEALTH RESOURCES OF WALLINGFORD, INC., a Delaware corporation
HEALTH RESOURCES OF WARWICK, INC., a Delaware corporation
HEALTHCARE REHAB SYSTEMS, INC., a Pennsylvania corporation
HORIZON ASSOCIATES, INC., a West Virginia corporation
HORIZON MOBILE, INC., a West Virginia corporation
HORIZON REHABILITATION, INC., a West Virginia corporation
HR OF CHARLESTON, INC., a West Virginia corporation
HRWV Huntington, Inc., a West Virginia corporation
LAKEWOOD HEALTH RESOURCES, INC., a Delaware corporation
LAUREL HEALTH RESOURCES, INC., a Delaware corporation
LEHIGH NURSING HOMES, INC., a Pennsylvania corporation
LWNR, INC., a Delaware corporation
MABRI CONVALESCENT CENTER, INC., a Connecticut corporation
MARKGLEN, INC., a West Virginia corporation
MARSHFIELD HEALTH RESOURCES, INC., a Delaware corporation
XXXXXXXXXX NURSING HOMES, INC., a Pennsylvania corporation
MULTICARE AMC, INC., a Delaware Corporation
MULTICARE HOME HEALTH OF ILLINOIS, INC., a Delaware corporation
NURSING AND RETIREMENT CENTER OF THE ANDOVERS, INC., a Massachusetts corporation
PHC OPERATING CORP., a Delaware corporation
POCAHONTAS CONTINUOUS CARE CENTER, INC., a West Virginia corporation
PRESCOTT NURSING HOME, INC., a Massachusetts corporation
PROGRESSIVE REHABILITATION CENTERS, INC., a Delaware corporation
PROVIDENCE HEALTH CARE, INC., a Delaware corporation
REST HAVEN NURSING HOME, INC, a West Virginia corporation
RIDGELAND HEALTH RESOURCES, INC., a Delaware corporation
RIVER PINES HEALTH RESOURCES, INC., a Delaware corporation
RIVERSHORES HEALTH RESOURCES, INC., a Delaware corporation
RLNR, INC., a Delaware corporation
ROSE HEALTHCARE, INC., a New Jersey corporation
ROSE VIEW MANOR, INC., a Pennsylvania corporation
RSNR, INC., a Delaware corporation
RVNR, INC., a Delaware corporation
SENIOR LIVING VENTURES, INC., a Pennsylvania corporation
SCHUYLKILL NURSING HOMES, INC., a Pennsylvania corporation
SCHUYLKILL PARTNERSHIP ACQUISITION CORP., a Pennsylvania corporation
SENIOR SOURCE, INC., a Massachusetts corporation
SNOW VALLEY HEALTH RESOURCES, INC., a Delaware corporation
SOLOMONT FAMILY FALL RIVER VENTURE, INC., a Massachusetts corporation
SOLOMONT FAMILY MEDFORD VENTURE, INC., a Massachusetts corporation
XXXXXXXX CONVALESCENT CENTER, INC., a Delaware corporation
S.T.B. INVESTORS, LTD., a New York corporation
SVNR, INC., a Delaware corporation
THE ADS GROUP, INC., a Massachusetts corporation
TRI-STATE MOBILE MEDICAL SERVICES, INC., a West Virginia corporation
WESTFORD NURSING AND RETIREMENT CENTER, INC., a Massachusetts corporation
WILLOW MANOR NURSING HOME, INC., a Massachusetts corporation
ASL, INC., a Massachusetts corporation
HMNH REALTY, INC., a Delaware corporation
By:______________________________
Xxxxxxx X. Xxxxxxxx as Treasurer on
behalf of each of the foregoing
Address for notices:
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx Xxxxxx, XX 00000
Attention: Xxx X. Xxxxxxxxx, Vice President
Chairman's Office & Corporate
Secretary
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
BREYUT CONVALESCENT CENTER, L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
ENCARE OF MENDHAM, L.L.C., a New Jersey limited liability company, by Century
Care Management, Inc., its authorized manager
HEALTH RESOURCES OF BRIDGETON, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF CINNAMINSON, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF CRANBURY, L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF XXXXX, L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF ENGLEWOOD, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF EWING, L.L.C., a New Jersey limited liability company. by
Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF FAIR LAWN, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF XXXXXXX, L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF RIDGEWOOD, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF WEST ORANGE, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
POMPTON CARE, L.L.C., a New Jersey limited liability company, by Century Care
Management, Inc., its authorized manager
ROEPHEL CONVALESCENT CENTER, L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
TOTAL REHABILITATION CENTER L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
By:______________________________
On behalf of each of the foregoing Authorized
Managers by its Treasurer
The foregoing Amendment No. 4
is acknowledged and agreed to
by the undersigned Surety (whether
in its capacity as Surety, pledgor
under the Pledge Agreement or
otherwise) as of the date
first above written.
GENESIS ELDERCARE CORP.
By:______________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Treasurer
AGENTS, ISSUER AND LENDERS:
MELLON BANK, N.A., as a Lender,
as Issuer and as Administrative Agent
By________________________________
Name:
Title:
Address for notices:
street address:
AIM 199-5220
Mellon Independence Center
000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
mailing address:
AIM 199-5220
X.X. Xxx 0000
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attention: Xxxxx Xxxxxx,
Loan Administration
Telephone: 000-000-0000
Facsimile: 000-000-0000
With a copy to
Mellon Bank, N.A.
One Mellon Bank Center
Room 151-4440
Xxxxxxxxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxx
Vice President
Telephone: 000-000-0000
Facsimile: 000-000-0000
With a copy for notices respecting assignments to:
MELLON BANK, N.A.
One Mellon Xxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Xxxx Xxxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
CITICORP USA, INC., as a Lender and as
Syndication Agent
By________________________________
Name:
Title:
Address for notices:
000 Xxxx Xxxxxx
0xx Xxxxx, Xxxx 00
Xxx Xxxx, XX 00000
Attention: Xxxxx X. XxXxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
FIRST UNION NATIONAL BANK, as a Lender
and as Documentation Agent
By________________________________
Name:
Title:
FIRST UNION NATIONAL BANK (as
successor to CORESTATES BANK, N.A.)
By________________________________
Name:
Title:
Address for notices:
Xxx Xxxxx Xxxxx Xxxxxx XX-0
Xxxxxxxxx, XX 00000-0000
Attention: Xxx Xxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
BANK OF AMERICA, N.A. (as successor to
NationsBank, N.A. and Bank of America,
NT&SA), as a Lender and as a Syndication Agent
By_______________________________
Name:
Title:
Address for notices:
000 Xxxxx Xxxxx Xxxxxx
00xx Xxxxx Xxxxxxxxx,
XX 00000 NC1-001-15-11
Attention: Xxxxxx Xxxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
With a copy to
000 Xxxxx Xxxxx Xxxxxx
00xx Xxxxx Xxxxxxxxx,
XX 00000 NC1-007-1711
Attention: Xx. Xxxxx Xxxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
CREDIT LYONNAIS NEW YORK BRANCH
By:_________________________________
Name:
Title:
Address for notices:
Credit Lyonnaise New York Branch
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Farboud Tavanger
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
FLEET NATIONAL BANK
By_____________________________
Name:
Title:
Address for notices:
Fleet National Bank
One Federal Street
MA OF D07B
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By_______________________________
Name:
Title:
Address for notices:
The Industrial Bank of Japan, Limited
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
NATIONAL WESTMINSTER BANK Plc
By_______________________________
Name:
Title:
Address for notices:
National Westminster Bank Plc
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx
Phone: (000) 000-0000
Facsimile: (000) 000-0000
THE SAKURA BANK, LIMITED
By______________________________
Name:
Title:
Address for notices:
The Sakura Bank, Limited
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
PARIBAS
By:____________________________
Name:
Title:
By:____________________________
Name:
Title:
Address for notices:
Paribas
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Stas Byhovsky
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
THE BANK OF NEW YORK
By:____________________________
Name:
Title:
Address for notices:
The Bank of New York
Xxx Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By:____________________________
Name:
Title:
Address for notices:
Bank of Tokyo-Mitsubishi Trust Company
1251 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
CRESTAR BANK
By:____________________________
Name:
Title:
Address for Notices:
Crestar Bank
c/o Suntrust Bank Nashville
P.O. Box 305110
Xxxxxxxxx, XX 00000
Attention: Xxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
DRESDNER BANK AG, NEW YORK
BRANCH AND GRAND CAYMAN BRANCH
By:____________________________
Name:
Title:
By:____________________________
Name:
Title:
Address for notices:
Dresdner Bank AG, New York
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
FINOVA CAPITAL CORPORATION
By:____________________________
Name:
Title:
Address for notices:
Finova Capital Corporation
000 X. Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
KEY CORPORATE CAPITAL INC.
By:_______________________________
Name:
Title:
Address for notices:
Key Corporate Capital Inc.
c/o Key Bank, N.A.
000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
OH-01-27-0504
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
ALLFIRST BANK (successor to FMB BANK,
formerly known as FIRST NATIONAL BANK
OF MARYLAND)
By:____________________________
Name:
Title:
Address for notices:
Allfirst Bank
00 X. Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
NATEXIS BANQUE BFCE
By:____________________________
Name:
Title:
By:____________________________
Name:
Title:
Address for notices:
Natexis Banque BFCE
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
NATIONAL CITY BANK OF
PENNSYLVANIA
By:____________________________
Name:
Title:
Address for notices:
National City Bank of Pennsylvania
00 Xxxxxxx Xxxxxx, 00-00-000
Xxxxxxxxxx, PA 15222
Loc. 00-00-000
Attention: Xxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
THE SANWA BANK, LIMITED
By:____________________________
Name:
Title:
Address for notices:
The Sanwa Bank, Limited
00 X. 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx XxXxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
SUMMIT BANK
By:____________________________
Name:
Title:
Address for notices:
Summit Bank
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
THE DAI-ICHI KANGYO BANK, LTD.
By:____________________________
Name:
Title:
Address for notices:
The Dai-Ichi Kangyo Bank, Ltd.
Xxx Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By:____________________________
Name:
Title:
By:____________________________
Name:
Title:
Address for notices:
Bank Austria Creditanstalt Corporate
Finance, Inc.
Two Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
CREDIT SUISSE FIRST BOSTON
By:____________________________
Name:
Title:
By:____________________________
Name:
Title:
Address for notices:
Credit Suisse First Boston
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
FIRST NATIONAL BANK OF CHICAGO
By_____________________________
Name:
Title:
Address for notices:
First National Bank of Chicago
1 First National Plaza
Mailcode: IL1-0536
Xxxxxxx, XX 00000
Attention: Xxx Xxxxxxxx/
Xxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
SCOTIABANC, INC.
By:____________________________
Name:
Title:
Address for notices:
ScotiaBanc, Inc.
000 Xxxxxxxxx Xxxxxx XX
Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
CIBC INC.
By:____________________________
Name:
Title:
Address for notices:
CIBC Inc.
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
AMSOUTH BANK
By:____________________________
Name:
Title:
Address for notices:
AmSouth Bank
0000 0xx Xxx. X. XXX0XX
Xxxxxxxxxx, XX 00000
Attention: Xxx XxXxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
PFL LIFE INSURANCE
COMPANY
By:____________________________
Name:
Title:
Address for notices:
PFL Life Insurance Company
c/o Aegon USA Investment Management, Inc.
0000 Xxxxxxxx Xxxx, XX
Xxxxx Xxxxxx, XX 00000
Attention: Xxxx Xxxxxx, Securities Analyst
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
MONUMENTAL LIFE INSURANCE
COMPANY (successor by merger to
PEOPLES SECURITY LIFE INSURANCE
COMPANY)
By:____________________________
Name:
Title:
Address for notices:
Monumental Life Insurance Company
c/o Aegon USA Investment Management, Inc.
0000 Xxxxxxxx Xxxx, XX
Xxxxx Xxxxxx, XX 00000
Attention: Xxxx Xxxxxx, Securities Analyst
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Payment Advice
Attention: Xxxxx Xxxxxxx
Monumental Life Insurance Company
c/o AEGON USA Investment Management, Inc.
0000 Xxxxxxxx Xxxx, XX
Xxxxx Xxxxxx, XX 00000
Fax Number: (000) 000-0000
FLOATING RATE PORTFOLIO
By: INVESCO Senior Secured
Management, Inc., as attorney in fact
By:____________________________
Name:
Title:
Address for notices:
Floating Rate Portfolio
c/o INVESCO Senior Secured
Management, Inc.
1166 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST
By:____________________________
Name:
Title:
Address for notices:
Xxxxxx Xxxxxxx Xxxx Xxxxxx
Prime Income Trust
c/o Morgan Xxxxxxx Xxxx Xxxxxx Advisors
72nd Floor
Two Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
XXXXX XXXXX INSTITUTIONAL SENIOR
LOAN FUND
By: Xxxxx Xxxxx Management
as Investment Advisor
By:____________________________
Name:
Title:
Address for notices:
State Street Bank & Trust Company
Corporate Trust Division
Xxx Xxxxxxxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
Attention: Xxxxxxx XxXxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Xxxxx Xxxxx Management
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Reference:
ING HIGH INCOME PRINCIPAL
PRESERVATION FUND HOLDINGS, LDC
By: ING Capital Advisors, Inc.,
As Investment Advisor
By:____________________________
Name:
Title:
Address for notices:
ING High Income Principal Preservation
Fund Holdings, LDC
c/o ING Capital Advisors, Inc.
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
SENIOR DEBT PORTFOLIO
BY: Boston Management and Research
as Investment Advisor
By:____________________________
Name:
Title:
Address for notices:
Xxxxx Xxxxx Management
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
MASSACHUSETTS MUTUAL LIFE
INSURANCE CO.
By:____________________________
Name:
Title:
Address for notices:
Massachusetts Mutual Life Insurance Co.
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx, Managing Director
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By:____________________________
Name:
Title:
XXXXXXX XXXXX PRIME RATE
PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management,
L.P., as Investment Advisor
By:____________________________
Name:
Title:
Address for notices:
Xxxxxxx Xxxxx Senior Floating Rate Fund, Inc.
c/o Merrill Xxxxx Asset Management
000 Xxxxxxxx Xxxx Xxxx - Xxxx 0X
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
XXXXXXX XXXXX GLOBAL INVESTMENT
SERIES
Income Strategies Portfolio
By: Xxxxxxx Xxxxx Asset Management, L.P., as
Investment Advisor
As assignee
By:____________________________
Name:
Title:
Address for notices:
Xxxxxxx Xxxxx Global Investment Series
c/o Merrill Xxxxx Asset Management, L.P.
000 Xxxxxxxx Xxxx Xxxx - Xxxx 0X
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
METROPOLITAN LIFE INSURANCE
COMPANY
By:____________________________
Name:
Title:
Address for notices:
Metropolitan Life Insurance Company
000 Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxx
Asst. Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By:____________________________
Name:
Title: Its Authorized Representative
Address for notices:
The Northwestern Mutual Life Insurance
Company
000 X. Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
Director-Investments
Northwestern Investment Management
Company
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
NEW YORK LIFE INSURANCE
AND ANNUITY CORPORATION
By: New York Life Insurance Company
By:____________________________
Name:
Title:
Address for notices:
New York Life Insurance and Annuity
Corporation
c/o New York Life Insurance Company
00 Xxxxxxx Xxxxxx, Xxxx 000
Xxx Xxxx, XX 00000
Attention: Xxxxxxxxx Xxxxxxxx/Xxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
OAK HILL SECURITIES FUND, L.P.
By: Oak Hill Securities GenPar, L.P.,
Its General Partner
By: Oak Hill Securities MGP, Inc.,
Its General Partner
By:____________________________
Name:
Title:
Address for notices:
Oak Hill Securities Fund, L.P.
c/o X'Xxxxxxxx Graev & Karabell, LLP
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
OCTAGON LOAN TRUST
By:____________________________
Name:
Title:
Address for notices:
Octagon Loan Trust
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx
Managing Director
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
PARIBAS CAPITAL FUNDING LLC
By:____________________________
Name:
Title:
Address for notices:
Paribas Capital Funding LLC
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxx Xxxxxx Xxxx & Xxxxx Xx.
Xxxxxxxxx Trust Dept.
Attn: Xxxx Xxxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000(67)(68)
ROYALTON COMPANY
By: Pacific Investment Management
Company, as its Investment Advisor
By: PIMCO Management Inc., a general partner
By:____________________________
Name:
Title:
Address for notices:
Royalton Company
c/o Pacific Investment Management Co.
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
NORTHERN LIFE INSURANCE
COMPANY
By:____________________________
Name:
Title:
Address for notices:
Northern Life Insurance Company
c/o Reliastar Investment Research, Inc.
000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000-0000
Attention: Xxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
KZH SOLEIL LLC
By:____________________________
Name:
Title:
Address for notices:
KZH Soleil LLC
x/x Xxx Xxxxx Xxxxxxxxx Bank
000 Xxxx 00xx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
SAI Investment Adviser, Inc.
0 XxxXxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
KZH III LLC
By:____________________________
Name:
Title:
Address for notices:
KZH III LLC x/x Xxx
Xxxxx Xxxxxxxxx Bank
000 Xxxx 00xx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
XXX XXXXXX PRIME RATE INCOME
TRUST
By:____________________________
Name:
Title:
XXX XXXXXX CLO I, LIMITED
by: Xxx Xxxxxx Management, Inc., as
Collateral Manager
By:____________________________
Name:
Title:
XXX XXXXXX SENIOR INCOME TRUST
By:____________________________
Name:
Title:
Address for notices:
In care of:
Xxx Xxxxxx Management
Xxx Xxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
CANADIAN IMPERIAL BANK OF
COMMERCE
By:____________________________
Name:
Title:
Address for notices:
Canadian Imperial Bank of Commerce
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
NEW YORK LIFE INSURANCE COMPANY
By:____________________________
Name:
Title:
Address for notices:
New York Life Insurance and
Annuity Corporation
c/o New York Life Insurance Company
00 Xxxxxxx Xxxxxx
Xxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
CITY NATIONAL BANK
By:____________________________
Name:
Title:
Address for notices:
City National Bank
000 X. Xxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Telephone: 310/000-0000
Fax: 310/000-0000
TORONTO-DOMINION (NEW YORK),
INC.
By:____________________________
Name:
Title:
Address for notices:
x/x XXXXXXX XXXXXXXX AGENCY SERVICES
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxx
Telephone: 713/000-0000
Fax: 713/000-0000
XXXXXX COMMERCIAL PAPER INC.
By:____________________________
Name:
Title:
Address for notices:
Xxxxxx Commercial Paper Inc.
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Telephone: 212/000-0000
Fax: 212/000-0000
CAPTIVA II FINANCE LTD.
By:____________________________
Name:
Title:
Address for notices:
Captiva II Finance Ltd.
c/o Deutsche Bank (Cayman) Limited
X.X. Xxx 0000XX, Xxxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxx Xxxxxxx
Attention: Director
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxxxxxx Capital Partners
000 Xxxxxxx Xxxxxx, 00xx Xxx.
Xxx Xxxx, XX 00000
Attention: Xxxxxxxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
CERES FINANCE LTD.
By:____________________________
Name:
Title:
Address for notices:
Ceres Finance Ltd.
c/o Deutsche Bank (Cayman) Limited
X.X. Xxx 0000XX, Xxxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxx Xxxxxxx
Attention: Director
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxxxxxx Capital Partners
000 Xxxxxxx Xxxxxx, 00xx Xxx.
Xxx Xxxx, XX 00000
Attention: Xxxxxxxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By:____________________________
Name:
Title:
By:____________________________
Name:
Title:
Address for notices:
Rabobank Nederland
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
AMARA-2 FINANCE LTD.
By:____________________________
Name:
Title:
Address for notices:
Amara-2 Finance Ltd.
c/x Xxxxxxxxx Capital Partners LLC
000 Xxxxxxx Xxxxxx, 00xx Xxx.
Xxx Xxxx, XX 00000
Attention: Xxxxxxxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
MLCBO IV (CAYMAN) LTD.
BY: HIGHLAND CAPITAL MANAGEMENT L.P., as
Collateral Manager
By:____________________________
Name:
Title:
Address for notices:
MLCBO IV (CAYMAN) LTD.
c/o Highland Capital Management L.P.
as Collateral Manager
1150 Two Galleria Tower
00000 Xxxx Xxxx, XX #00
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
PAMCO CAYMAN LTD.
BY: HIGHLAND CAPITAL MANAGEMENT L.P., as
Collateral Manager
By:____________________________
Name:
Title:
Address for notices:
PAMCO CAYMAN LTD.
c/o Highland Capital Management L.P.,
as Collateral Manager
1150 Two Galleria Tower
00000 Xxxx Xxxx, XX #00
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
XXXXXXX NATIONAL LIFE INSURANCE
COMPANY
By: PPM America, Inc., as attorney-
in-fact, on behalf of Xxxxxxx National
Life Insurance Company
By:____________________________
Name:
Title:
Address for notices:
PPM America, Inc.
000 X. Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxx Waldings
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
CYPRESSTREE INVESTMENT PARTNERS
I., Ltd.
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By:____________________________
Name:
Title:
Address for notices:
CypressTree Investment Partners I, Ltd.
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
INDOSUEZ CAPITAL FUNDING III,
LIMITED
By: Indosuez Capital, as Portfolio Advisor
By:____________________________
Name:
Title:
Address for notices:
Indosuez Capital Funding III, Limited
0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
THE ROYAL BANK OF SCOTLAND plc
By:____________________________
Name:
Title:
Address for notices:
The Royal Bank of Scotland plc
Wall Street Plaza
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD.
By: Pilgrim Investments, Inc.
As its Investment Manager
By:____________________________
Name:
Title:
Address for notices:
ML CLO XX Pilgrim America (Cayman) Ltd.
c/o Pilgrim Investments, Inc.
Two Renaissance Square
00 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
XXXXX XXX & FARNHAM INCORPORATED
As Agent For
KEYPORT LIFE INSURANCE COMPANY
By:__________________________________
Name:
Title:
Address for notices:
Keyport Life Insurance Company
c/o Xxxxx Xxx & Xxxxxxx
Xxx Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx X. Good
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
CHASE SECURITIES INC., as Agent
For The Chase Manhattan Bank, as
Assignee
By:__________________________________
Name:
Title:
Address for notices:
Chase Securities, Inc.
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
ALLIANCE CAPITAL MANAGEMENT L.P.,
As Manager on behalf
of ALLIANCE CAPITAL FUNDING, L.L.C.
By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, General Partner of Alliance
Capital Management L.P.
By:__________________________________
Name:
Title:
Address for notices:
Alliance Capital Funding, L.L.C.
Alliance Capital Management L.P.
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Savitri Alex
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
ALLIANCE INVESTMENTS, LIMITED,
As Assignee
By: Alliance Capital Management Corp.
By:__________________________________
Name:
Title:
Address for notices:
Alliance Capital Management L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Savitri Alex
Alliance Investments, Ltd.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
ML CLO XII PILGRIM AMERICA
(CAYMAN) LTD.
By: Pilgrim Investments, Inc.
As its Investment Manager
By:_______________________________
Name:
Title:
Address for notices:
ML CLO XII PILGRIM AMERICA
(CAYMAN) LTD.
c/o Pilgrim Investments, Inc.
Two Renaissance Square, Suite 1200
40 North Central Avenue
Phoenix, AZ 85004-3444
Attention: Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
INTEGRITY LIFE INSURANCE COMPANY
By:__________________________________
Name:
Title:
Address for notices:
Integrity Life Insurance Company
000 X. Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
CAPTIVA III FINANCE, LTD.,
as advised by Pacific Investment Management Company
By:________________________________
Name:
Title:
CAPTIVA IV FINANCE LTD.,
as advised by Pacific Investment Management Company
By:________________________________
Name:
Title:
Address for notices:
Pacific Investment Management Co.
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
ML CLO XIX STERLING (CAYMAN) LTD.
By: Sterling Asset Manager, L.L.C., as
its Investment Advisor
By:______________________________________
Name:
Title:
Address for notices:
Sterling Asset Management, LLC
00 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
DLJ CAPITAL FUNDING, INC.
By:__________________________________
Name:
Title:
Address for notices:
DLJ Capital Funding, Inc.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx XxXxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
GALAXY CLO 1999-1, LTD.
By:_________________________________
Name:
Title:
Address for notices:
SAI Investment Adviser, Inc.
0 XxxXxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By:__________________________________
Name:
Title:
Address for notices:
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
000 Xxxxx Xxxxxx
Xxxxx Tower, 16th Floor
New York, NY 10281-1316
Attention: Xxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
XXXXXXXXX CLO, LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By:_____________________________________
Name:
Title:
Address for notices:
Xxxxxxxxx CLO, Ltd.
c/x Xxxxxxxxx Capital Partners LLC
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
KZH STERLING LLC
By:____________________________________
Name:
Title:
Address for notices:
KZH Sterling LLC
x/x Xxx Xxxxx Xxxxxxxxx Bank
000 Xxxx 00xx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
KZH PAMCO LLC
By:_________________________________
Name:
Title:
Address for notices:
KZH Pamco LLC
x/x Xxx Xxxxx Xxxxxxxxx Bank
000 Xxxx 00xx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
SRV-HIGHLAND, INC.
By:____________________________________
Name:
Title:
Address for notices:
SRV-Highland, Inc.
c/o Bank of America Securities
000 Xxxxx Xxxxx Xxxxxx
XX0-000-00-00
Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
