AMENDMENT AND WAIVER
EXHIBIT 10.2
AMENDMENT AND WAIVER
AMENDMENT AND WAIVER, dated as of December __, 2005 (this "Amendment
and Waiver"), to the Credit Agreement, dated as of August 22, 2005 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among Aveta Holdings, LLC ("Holdings"), MMM Holdings, Inc. ("MMM"), NAMM
Holdings, Inc. ("NAMM," and together with MMM, the "Borrowers"), the Lenders
party thereto, Bear, Xxxxxxx & Co. Inc., as Lead Arranger, and Bear Xxxxxxx
Corporate Lending Inc., as Administrative Agent.
WITNESSETH:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrowers;
WHEREAS, Holdings intends, on or prior to January 30, 2006, to convert
to Aveta, Inc., a corporation by filing a certificate of conversion and a
certificate of incorporation with the State of Delaware (the "Conversion");
WHEREAS, subsequent to the Conversion, Holdings intends, on or prior
to January ____, 2006, to issue additional shares of common stock in a private
placement yielding approximately $337,500,000 in gross proceeds to Holdings,
plus an over allotment option with gross proceeds of up to $50,625,000 (the
"Equity Offering");
WHEREAS, Section 7.9 and Section 7.15 of the Credit Agreement set
forth certain post-closing requirements to be completed by the Borrowers with
respect to interest rate protection and deposit accounts within 60 days after
the Closing Date;
WHEREAS, Holdings and the Borrowers have requested that the Lenders
execute this Amendment and Waiver to (a) amend and waive certain provisions of
the Credit Agreement as set forth herein for the purpose of permitting the
Conversion and permitting Holdings to use the proceeds of such Equity Offering
as set forth herein and (b) waive any Default or Event of Default resulting from
the failure by the Borrowers to satisfy the post-closing requirements set forth
in Sections 7.9 and 7.15 of the Credit Agreement within 60 days after the
Closing Date; and
WHEREAS, the Lenders are willing to agree to this Amendment and Waiver
on and subject to the terms and conditions contained herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.
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SECTION 2. Amendment to Section 1.1 (Defined Terms).
(a) Section 1.1 of the Credit Agreement is hereby amended by adding
the following defined terms in the proper alphabetical order:
"Equity Offering": as defined in the First Amendment.
"First Amendment": the First Amendment to this Agreement, dated as of
December __, 2005.
(b) The definition of "Qualified Counterparty" in Section 1.1 of the
Credit Agreement is hereby amended by adding the following sentence at the end
thereof:
"It being understood that for purposes of determining whether a
counterparty to a Specified Hedge Agreement is a Qualified Counterparty, in the
event any Specified Hedge Agreement is assigned to a Lender, an Affiliate of a
Lender, an Agent or an Affiliate of an Agent, such Specified Hedge Agreement
shall be deemed to be entered into as of the date of such assignment."
(b) The definition of "Specified Hedge Agreement" in Section 1.1 of
the Credit Agreement is hereby amended by adding the following sentence at the
end thereof:
"It being understood that any Hedge Agreement entered into prior to
the Closing Date that satisfies the requirements set forth above may be
designated as a Specified Hedge Agreement."
SECTION 3. Amendment to Section 9(j) (Events of Default). Section 9(j)
of the Credit Agreement is hereby amended in its entirety to read as follows:
(k) (i) the Xxxxxx Group shall cease to own at least direct or
indirect interests in Holdings entitling the Xxxxxx Group to receive
at least 15% of all cash distributions made by Holdings; (ii) any
"person" or "group" (as such terms are used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), excluding the Permitted Investors, shall acquire,
directly or indirectly, beneficially or of record, equity interests
representing more than 35% of the aggregate ordinary voting power
represented by the issued and outstanding Capital Stock of Holdings;
(iii) occupation of a majority of the seats (other than vacant seats)
on the board of directors of Holdings by Persons who were neither (A)
nominated by the board of directors of Holdings or Managing Member of
Holdings nor (B) appointed by directors so nominated; (iv) Holdings
shall cease to own and control, of record and beneficially, directly,
100% of each class of outstanding Capital Stock of the Borrowers free
and clear of all Liens (except Liens created by the Guarantee and
Collateral Agreement); (v) MMM shall cease to own and control, of
record and beneficially, directly, 100% of each class of outstanding
Capital Stock of MMM Healthcare free and clear of all Liens (except
Liens created by the Guarantee and Collateral Agreement, if any); or
(vi) NAMM shall cease to own and control, of record and beneficially,
directly, 100%
3
of each class of outstanding Capital Stock of PrimeCare free and clear
of all Liens (except Liens created by the Guarantee and Collateral
Agreement, if any);
SECTION 4. Amendment to Section 4.2 (Mandatory Prepayments and
Commitment Reductions). Section 4.2(a) of the Credit Agreement is hereby amended
by adding the following proviso at the end of such Section:
"provided, that, notwithstanding the foregoing, only $148,000,000 of
Net Cash Proceeds of the Equity Offering shall be required to be applied on the
date of receipt thereof toward the prepayment of the Term Loans as set forth in
Section 4.2(d) (with such prepayment to be applied first to the installment due
on December 31, 2005 and then to the remaining installments in accordance with
Section 4.8)."
SECTION 5. Amendment to Section 8.6 (Restricted Payments). Section
8.6(e) of the Credit Agreement is hereby amended by adding the following proviso
at the end of such Section:
"provided, further, that, (A) the foregoing provisions of this Section
8.6(e) shall not apply to any issuance of Capital Stock pursuant to the Equity
Offering and (B) Holdings shall, subject to the proviso to Section 4.2(a), be
permitted to (1) pay a dividend to its shareholders in an aggregate principal
amount of $12,200,000 with the Net Cash Proceeds of the Equity Offering on or
prior to January 30, 2006 and (2) repurchase, on or prior to January 30 2006
with the Net Cash Proceeds of the Equity Offering, shares of Capital Stock from
certain of its shareholders in an aggregate amount not to exceed the sum of (x)
of $126,900,000 plus (y) in the event the gross cash proceeds from the Equity
Offering exceed $337,500,000, 100% of the Net Cash Proceeds resulting from such
excess."
SECTION 6. Waiver of Section 8.9 (Certain Payments and Modifications
of Certain Debt Instruments). Section 8.9(d) of the Credit Agreement is hereby
amended by adding the following proviso at the end of such Section:
"provided, further, that (A) the foregoing provisions of this Section
8.9(d) shall not apply to any issuance of Capital Stock pursuant to the Equity
Offering and (B) Holdings shall be permitted to prepay in full the Subordinated
Notes with the Net Cash Proceeds of the Equity Offering on the date of receipt
thereof."
SECTION 7. Waiver of Section 7.9 (Interest Rate Protection). The
Lenders hereby waive any Default or Event of Default arising solely as a result
of the failure by the Borrowers to satisfy the requirement set forth in Section
7.9 of the Credit Agreement subject to the condition that the Borrowers satisfy
the requirements set forth in Section 7.9 of the Credit Agreement within 90 days
from the date hereof.
SECTION 8. Waiver of Section 7.15 (Deposit Accounts). The Lenders
hereby waive any Default or Event of Default arising solely as a result of the
failure by the Borrowers to satisfy the requirement set forth in Section 7.15 of
the Credit Agreement subject to the condition that the Borrowers comply with
such requirements within 90 days after the date hereof.
4
SECTION 9. Conditions to Effectiveness. This Amendment and Waiver
shall become effective upon the date on which (i) the Administrative Agent shall
have received this Amendment and Waiver, executed and delivered by a duly
authorized officer of each of the Borrowers and the Required Lenders; provided
that the amendments and waivers set forth in Sections 2, 3, 4, 5 and 6 of this
Amendment and Waiver shall not become effective until the date on which the
Equity Offering shall have been consummated on terms and conditions reasonably
satisfactory to the Administrative Agent (which date must be on or prior to
January 30, 2006); provided, further, that the Conversion shall have occurred
prior to the date of the Equity Offering on terms and conditions reasonably
satisfactory to the Administrative Agent and (ii) for the account of each Lender
that executes and delivers this Amendment and Waiver prior to 5:00 pm New York
City time on December 16, 2005, the Borrowers shall have paid an amendment fee
equal to 0.10% of aggregate outstanding principal amount of such Lender's Term
Loans and Revolving Commitments after giving effect to mandatory prepayments set
forth in Section 4 of this Amendment and Waiver.
SECTION 10. Representations and Warranties. The Borrowers represent
and warrant to the Administrative Agent and the Lenders that as of the date
hereof, after giving effect to this Amendment and Waiver, no Default or Event of
Default has occurred and is continuing and the representations and warranties
made by the Borrowers in or pursuant to the Credit Agreement or any other Loan
Document are true and correct in all material respects on and as of the date
hereof as if made on such date (except to the extent that any such
representations and warranties specifically refer to an earlier date, in which
case such representations and warranties were true and correct in all material
respects on and as of such earlier date).
SECTION 11. Payment of Expenses. The Borrowers agree to pay or
reimburse the Administrative Agent for all fees and all of its reasonable
out-of-pocket costs and expenses incurred in connection with this Amendment and
Waiver, any other documents prepared in connection herewith and the transactions
contemplated hereby, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent.
SECTION 12. Continuing Effect of the Credit Agreement. This Amendment
and Waiver shall not constitute an amendment or waiver of or consent to any
provision of the Credit Agreement not expressly referred to herein and shall not
be construed as an amendment, waiver or consent to any action on the part of the
Borrowers that would require an amendment, waiver or consent of the
Administrative Agent or the Lenders except as expressly stated herein. Except as
expressly waived hereby, the provisions of the Credit Agreement are and shall
remain in full force and effect in accordance with its terms.
SECTION 13. Counterparts. This Amendment and Waiver may be executed by
one or more of the parties to this Amendment and Waiver on any number of
separate counterparts (including by facsimile), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
SECTION 14. GOVERNING LAW. THIS AMENDMENT AND WAIVER AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT AND WAIVER SHALL BE GOVERNED
BY, AND CONSTRUED AND
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INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
AVETA HOLDINGS, LLC,
by Care Enterprises III, LLC,
its managing member
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
MMM HOLDINGS, INC.
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
NAMM HOLDINGS, INC.
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
BEAR, XXXXXXX & CO. INC., as Sole Lead
Arranger and Sole Bookrunner
By: /s/ R. Xxxx Xxxxx
------------------------------------
Name: R. Xxxx Xxxxx
Title: Senior Managing Director
BEAR XXXXXXX CORPORATE LENDING INC.,
as Administrative Agent and as a Lender
By: /s/ R. Xxxx Xxxxx
------------------------------------
Name: R. Xxxx Xxxxx
Title: Vice President
Bear Xxxxxxx Corporate Lending Inc,
Name of Lender
By: /s/ R. Xxxx Xxxxx
------------------------------------
Name: R. Xxxx Xxxxx
Title: Vice President
ACA CLO 2005-1, Limited
ACA Management, LLC
as Investment Advisor
Name of Lender
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Managing Director
Airlie CBNA Loan Funding LLC for itself
or as agent for Airlie CFPI Loan Funding
LLC
By: /s/ XXXXX X. XXXX
------------------------------------
Name: XXXXX X. XXXX
Title: Attorney-in-fact
ACM Income Fund Inc.
By: /s/ XXXXXXX X. XXXX
------------------------------------
Name: XXXXXXX X. XXXX
Title: SENIOR VICE PRESIDENT
New Alliance Global CDO, Limited
By: Alliance Capital Management L.P., as
sub-advisor
By: Alliance Capital Management
Corporation, as general partner
By: /s/ XXXXXXX X. XXXX
------------------------------------
Name: XXXXXXX X. XXXX
Title: SENIOR VICE PRESIDENT
Lennox Avenue CLO I, Limited
By: XXXXXX, XXXXXX & CO. L.P,
AS COLLATERAL MANAGER
Name of Lender
By: /s/ XXXXXXX XXXXXXXX
------------------------------------
Name: XXXXXXX XXXXXXXX
Title: MANAGING DIRECTOR
NORTHWOODS CAPITAL IV, LIMITED
BY: XXXXXX, XXXXXX & CO., L.P.,
AS COLLATERAL MANAGER
Name of Lender
By: /s/ XXXXXXX XXXXXXXX
------------------------------------
Name: XXXXXXX XXXXXXXX
Title: MANAGING DIRECTOR
NORTHWOODS CAPITAL V, LIMITED
BY: XXXXXX, XXXXXX & CO., L.P.
AS COLLATERAL MANAGER
Name of Lender
By: /s/ XXXXXXX XXXXXXXX
------------------------------------
Name: XXXXXXX XXXXXXXX
Title: MANAGING DIRECTOR
MARINER CDO 2002, LTD.,
By: Antares Asset Management Inc., as
Collateral Manager
By: /s/ Xxxxx Sehmuck
------------------------------------
Name: Xxxxx Sehmuck
Title: Treasurer
NAVIGATOR CDO 2004, LTD.,
By: Antares Asset Management Inc.,
as Collateral Manager
By: /s/ Xxxxx Sehmuck
------------------------------------
Name: Xxxxx Sehmuck
Title: Treasurer
NAVIGATOR CDO 2005, LTD.,
By: Antares Asset Management Inc., as
Collateral Manager
By: /s/ Xxxxx Sehmuck
------------------------------------
Name: Xxxxx Sehmuck
Title: Treasurer
Citigroup Financial Products, Inc.
Name of Lender
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
BALLANTYNE FUNDING LLC
Name of Leader
By: /s/ M. Xxxxxxxx Xxxxxxx
------------------------------------
Name: M. Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
US Bank Loan Fund (M) Master Trust
Name of Lender
By: /s/ XXXXXXX X. XXXXXXX
------------------------------------
Name: XXXXXXX X. XXXXXXX
Title: VICE PRESIDENT
Boldwater CBNA Loan Funding LLC for
itself or as agent for Boldwater CFPI
Loan Funding LLC
By: /s/ XXXXX X. XXXX
------------------------------------
Name: XXXXX X. XXXX
Title: Attorney-in-fact
RED FOX FUNDING LLC
Name of Lender
By: /s/ M. Xxxxxxxx Xxxxxxx
------------------------------------
Name: M. Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
----------------------------------------
Cedarview Opportunities Master Fund, LP
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Managing Partner
By: /s/ Xxxx Schauhter
------------------------------------
Name: Xxxx Schauhter
Title: Managing Partner
CREDIT SUISSE FIRST BOSTON
INTERNATIONAL,
Name of Lender
By: /s/
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
By: /s/ Lincoln Burkitt
------------------------------------
Name: Lincoln Burkitt
Title: Vice President
OTC Derivative Support Group
XXXXX STREET CLO I, LTD.
By: XxXxxx Xxxxx Capital LLC,
As Collateral Manager
By: /s/ XXXXXXXX XXXXXXX
------------------------------------
Name: XXXXXXXX XXXXXXX
Title: Authorized Signatory
XXXXX STREET CLO II, LTD.
By: XxXxxx Xxxxx Capital LLC,
As Collateral Manager
By: /s/ XXXXXXXX XXXXXXX
------------------------------------
Name: XXXXXXXX XXXXXXX
Title: Authorized Signatory
FRIEDBERG XXXXXXXX PRIVATE CAPITAL FUND I
Name of Lender
By: /s/ XXXX X. XXXXX
-------------------------------------
Name: XXXX X. XXXXX
Title: SENIOR PARTNER
XXXXXX STRAITS CLO 2004, LTD.
By: GSO Capital Partners LP
as Collateral Manager
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Authorized Signatory
XXXX FORCE I CLO, Ltd,
By: GSO Capital Partners LP
as Collateral Manager
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Authorized Signatory
280 Funding I
By GSO Capital Partners LP
By: /s/ Xxxxxx Fan
------------------------------------
Name: Xxxxxx Fan
Title: Managing Director
SEQUILS-Glace Bay, Ltd.
By: GSO Capital Partners LP
as Collateral Manager
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Authorized Signatory
GULF STREAM-COMPASS CLO 2002-1 LTD
By: Gulf Stream Asset Management LLC
As Collateral Manager
Name of Lender
By: /s/ Xxxxx X. Love
------------------------------------
Name: Xxxxx X. Love
Title: Chief Credit Officer
GULF STREAM-COMPASS CLO 2003-1 LTD.
By: Gulf Stream Asset Management LLC
As Collateral Manager
Name of Lender
By: /s/ Xxxxx X. Love
------------------------------------
Name: Xxxxx X. Love
Title: Chief Credit Officer
Gulf Stream-Compass CLO 2004-1 Ltd.
By: Gulf Stream Asset Management LLC
As Collateral Manager
Name of Lender
By: /s/ Xxxxx X. Love
------------------------------------
Name: Xxxxx X. Love
Title: Chief Credit Officer
GULF STREAM-COMPASS CLO 2005-1 LTD
By: Gulf Stream Asset Management, LLC
As Collateral Manager
Name of Lender
By: /s/ Xxxxx X. Love
------------------------------------
Name: Xxxxx X. Love
Title: Chief Credit Officer
Halcyon Structured Asset Management
CLO I Ltd.
By Halcyon Structured Asset Management
L.P. as Collateral Manager
Name of Lender
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice Chairman
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Halcyon Structured Opprtunities Fund,
L.P.
By: Halcyon Structured Asset Management
L.P., its Investment Manager
Name of Lender
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice Chairman
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
OWS CLO I Ltd.
Name of Lender
By: /s/ XXXXXXX X. XXXXXXX
------------------------------------
Name: XXXXXXX X. XXXXXXX
Title: VICE PRESIDENT
ELF Funding Trust I
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Manager
Name of Lender
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors, Inc.,
General Partner of Highland
Capital Management, L.P.
Gleneagles CLO, Ltd.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
Name of Lender
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors, Inc.,
General Partner of Highland
Capital Management, L.P.
Rockwall CDO LTD.
By: Highland Capital Management, L.P.
As Collateral Manager
By: Strand Advisors, Inc.,
It's General Partner
Name of Lender
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors, Inc.,
General Partner of Highland
Capital Management, L.P.
Employers Insurance Company of Wausatt
By: Highland Capital Management, L.P.,
Its Investment Advisor
By: Strand Advisors, Inc.,
Its General Partner
Name of Lender
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors, Inc.,
General Partner of Highland
Capital Management, L.P.
Liberty Mutual Fire Insurance Company
By: Highland Capital Management, L.P.,
Its Investment Advisor
By: Strand Advisors, Inc.,
Its General Partner
Name of Lender
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors, Inc.,
General Partner of Highland
Capital Management, L.P.
Liberty Mutual Insurance Company
By: Highland Capital Managememnt, L.P.,
Its Investment Advisor
By: Strand Advisors, Inc.,
Its General Partner
Name of Lender
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors, Inc.,
General Partner of Highland
Capital Management, L.P.
Liberty CLO, Ltd.
By: Highland Capital Managememnt, L.P.
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
Name of Lender
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors, Inc.,
General Partner of Highland
Capital Management, L.P.
Highland Loan Funding V Ltd.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisor, Inc.,
Its General Partner
Name of Lender
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors, Inc.,
General Partner of Highland
Capital Management, X.X.
Xxxxxx CLO, Ltd.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
Name of Lender
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors, Inc.,
General Partner of Highland
Capital Management, L.P.
Southfork CLO, Ltd.
By: Highland Capital Management, L.P.,
As Collateral Manager
By: Strand Advisors, Inc.,
Its General Partner
Name of Lender
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Treasurer
Strand Advisors, Inc.,
General Partner of Highland
Capital Management, L.P.
First Trust/Highland Capital Floating
Rate Income Fund II
By: Highland Capital Management, L.P.,
Its Sub-Advisor
By: Strand Advisors, Inc.,
Its General Partner
Name of Lender
By: /s/ Xxx Xxxxxxxxx
------------------------------------
Name: Xxx Xxxxxxxxx
Title: Portfolio Manager
BLUE SQUARE FUNDING LIMITED SERIES 3
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
ING CAPITAL, LLC
Name of Lender
By: /s/ XXXX XXXX CRUE
------------------------------------
Name: XXXX XXXX CRUE
Title: DIRECTOR
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
----------------------------------------
Name of Lender
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
ING SENIOR INCOME FUND ING PRIME RATE TRUST
By: ING Investment Management Co. By: ING Investment Management Co.
as its investment manager as its investment manager
By: /s/ Xxxxxx Xxxxxx, By: /s/ Xxxxxx Xxxxxx,
--------------------------------- ---------------------------------
Name: Xxxxxx Xxxxxx, CFA Name: Xxxxxx Xxxxxx, CFA
Title: Senior Vice President Title: Senior Vice President
Xxxxxx Xxxxxxx Senior Funding, Inc.
Name of Lender
By: /s/ Xxxx DiGanno
------------------------------------
Name: Xxxx DiGanno
Title: Vice President
Katonah VII CLO LTD.
Name of Lender
By: /s/ XXXXXX XXXXXXXX
------------------------------------
Name: XXXXXX XXXXXXXX
Title: Authorized Officer
Katonah Debt Advisors, L.L.C.
As Manager
----------------------------------------
KKR FINANCIAL CLO 2005-2, LTD.
By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Authorized Signatory
Hibiscus CBNA Loan Funding LLC, for
itself or as agent for
Hibiscus CFPI Loan Funding LLC
By: /s/ XXXXX X. XXXX
------------------------------------
Name: XXXXX X. XXXX
Title: Attorney-in-fact
CONTINENTAL CASUALTY COMPANY
Name of Lender
By: /s/ Xxxxxxx X. XxXxxx
------------------------------------
Name: Xxxxxxx X. XxXxxx
Title: Vice President and
Assistant Treasurer
Approved by Law Dept.
By MDC
Date. 12-13-05
----------------------------------------
Latitude CLO I, Ltd
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
LCM I LIMITED PARTNERSHIP
By: Lyon Capital Management LLC,
As Collateral Manager
Name of Lender
By: /s/ Xxxxxxxxx X. Xxxxx
------------------------------------
LYON CAPITAL MANAGEMENT LLC
Name: Xxxxxxxxx X. Xxxxx
Title: Portfolio Manager
LCM II LIMITED PARTNERSHIP
By: Lyon Capital Management LLC,
As Collateral Manager
Name of Lender
By: /s/ Xxxxxxxxx X. Xxxxx
------------------------------------
LYON CAPITAL MANAGEMENT LLC
Name: Xxxxxxxxx X. Xxxxx
Title: Portfolio Manager
LCM III, Ltd.
By: Lyon Capital Management LLC,
As Collateral Manager
Name of Lender
By: /s/ Xxxxxxxxx X. Xxxxx
------------------------------------
LYON CAPITAL MANAGEMENT LLC
Name: Xxxxxxxxx X. Xxxxx
Title: Portfolio Manager
LCM IV, Ltd.
By: Lyon Capital Management LLC,
As Collateral Manager
Name of Lender
By: /s/ Xxxxxxxxx X. Xxxxx
------------------------------------
LYON CAPITAL MANAGEMENT LLC
Name: Xxxxxxxxx X. Xxxxx
Title: Portfolio Manager
MARINER-TRICADIA CREDIT STRATEGIES
MASTER FUND, LTD.
Name of Lender
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: DIRECTOR
WIND RIVER CLO II - XXXX INVESTORS, LTD.
By XxXxxxxxx Investment Management, LLC,
as Manager
By /s/ Xxxxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Vice President
WIND RIVER CLO I LTD.
By XxXxxxxxx Investment Management, LLC,
as Manager
By /s/ Xxxxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Vice President
XXXXXXXXX LOAN OPPORTUNITY LTD.
By XxXxxxxxx Investment Management, LLC,
as Investment Manager
By /s/ Xxxxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Vice President
Venture CDO 2002 Limited
Name of Lender
By its investment advisor, MJX Asset
Management LLC
By: /s/ Xxx Xxxxxxx
------------------------------------
Name: Xxx Xxxxxxx
Title: Director
Venture II CDO 2002 Limited
Name of Lender
By its investment advisor, MJX Asset
Management LLC
By: /s/ Xxx Xxxxxxx
------------------------------------
Name: Xxx Xxxxxxx
Title: Director
Venture III CDO Limited
Name of Lender
By its investment advisor, MJX Asset
Management LLC
By: /s/ Xxx Xxxxxxx
------------------------------------
Name: Xxx Xxxxxxx
Title: Director
Venture IV CDO Limited
Name of Lender
By its investment advisor, MJX Asset
Management LLC
By: /s/ Xxx Xxxxxxx
------------------------------------
Name: Xxx Xxxxxxx
Title: Director
Venture V CDO Limited
Name of Lender
By its investment advisor, MJX Asset
Management LLC
By: /s/ Xxx Xxxxxxx
------------------------------------
Name: Xxx Xxxxxxx
Title: Director
Vista Leveraged Income Fund
Name of Lender
By its investment advisor, MJX Asset
Management LLC
By: /s/ Xxx Xxxxxxx
------------------------------------
Name: Xxx Xxxxxxx
Title: Director
ELF Funding Trust III
By: New York Life Investment Management
LLC, as Attorney-in-Fact
Name of Lender
By: /s/ X. Xxxxxxxxx
------------------------------------
Name: X. Xxxxxxxxx
Title: Director
NYLIM Flatiron CLO 2003-1 Ltd.
By: New York Life Investment Management
LLC, as Collateral Manager and
Attorney-in-Fact
Name of Lender
By: /s/ X. Xxxxxxxxx
------------------------------------
Name: X. Xxxxxxxxx
Title: Director
NYLIM Flatiron CLO 2004-1 Ltd.
By: New York Life Investment Management
LLC, as Collateral Manager and
Attorney-in-Fact
Name of Lender
By: /s/ X. Xxxxxxxxx
------------------------------------
Name: X. Xxxxxxxxx
Title: Director
NYLIM Flatiron CLO 2005-1 Ltd.
By: New York Life Investment Management
LLC, as Collateral Manager and
Attorney-in-Fact
Name of Lender
By: /s/ X. Xxxxxxxxx
------------------------------------
Name: X. Xxxxxxxxx
Title: Director
New York Life Insurance and Annuity
Corporation
By: New York Life Investment Management
LLC, its Investment Manager
Name of Lender
By: /s/ X. Xxxxxxxxx
------------------------------------
Name: X. Xxxxxxxxx
Title: Director
New York Life Insurance Company
Name of Lender
By: /s/ X. Xxxxxxxxx
------------------------------------
Name: X. Xxxxxxxxx
Title: Investment Vice President
NYLIM Institutional Floating Rate Fund
L.P.
By: New York Life Investment Management
LLC,
its Investment Manager
Name of Lender
By: /s/ X. Xxxxxxxxx
------------------------------------
Name: X. Xxxxxxxxx
Title: Director
MainStay VP Floating Rate Portfolio,
a series of MainStay VP Series Fund,
Inc.
By: New York Life Investment Management
LLC
Name of Lender
By: /s/ X. Xxxxxxxxx
------------------------------------
Name: X. Xxxxxxxxx
Title: Director
MainStay Floating Rate Fund, a series of
Eclipse Funds, Inc.
By: New York Life Investment Management
LLC
Name of Lender
By: /s/ X. Xxxxxxxxx
------------------------------------
Name: X. Xxxxxxxxx
Title: Director
ATLAS LOAN FUNDING 3, LLC
By: Atlas Capital Funding, Ltd.
By: Structured Asset Investors, LLC
Its Investment Manager
By: /s/ Xxxxx X. XxXxxxx
------------------------------------
Name: Xxxxx X. XxXxxxx
Title: Vice President
Oppenheimer Senior Floating Rate Fund
Name of Lender
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: AVP
TRS BRUIN LLC
Name of Lender
By: /s/ Xxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
Raven Credit Opportunities Master Fund,
Ltd.
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: CFO/COO
for Raven Asset Management, LLC
as Investment Advisor
Pedwood Master Fund, Ltd.
Name of Lender
By: /s/ XXXXXXXX XXXXXXX
------------------------------------
Name: XXXXXXXX XXXXXXX
Title: Director
By: Satellite Asset Management, L.P.
Manager
Its Investment
Name of Lender
By: /s/ SIMON ROYKHER
------------------------------------
Name: SIMON ROYKHER
Title: GENERAL COUNSEL
FLAT ROCK FUNDING LLC
Name of Leader
By: /s/ M. Xxxxxxxx Xxxxxxx
------------------------------------
Name: M. Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
Canadian Imperial Bank of Commerce
Name of Lender
By: /s/ Xxxx X'Xxxx
------------------------------------
Name: Xxxx X'Xxxx
Title: Authorized Signatory
By: /s/ Xxxxxx Xxxxx
------------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
ESPERANCE
Name of Leader
By: /s/ XXXXXX XXXXXXXX
------------------------------------
Name: XXXXXX XXXXXXXX
Title: LOAN CLOSER
Grand Central Asset Trust, HLD Series
Name of Leader
By: /s/ XXXXX X. XXXX
------------------------------------
Name: XXXXX X. XXXX
Title: Attorney-in-fact
Grand Central Asset Trust, SIL Series
By: /s/ XXXXX X. XXXX
------------------------------------
Name: XXXXX X. XXXX
Title: Attorney-in-fact
SIL LOAN FUNDING LLC
Name of Lender
By: /s/ XXXXXXXX X. XXXXXX
------------------------------------
Name: XXXXXXXX X. XXXXXX
Title: ATTORNEY-IN-FACT
SPF CDO I, LLC
Name of Lender
By: /s/
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Xxxxxxxxx Arbitrage CDO, Ltd.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
Name of Leader
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
Xxxxxxxxx Quattro CLO, Ltd.
By: Xxxxxxxxx Capital Partners LLC
As its Collateral Manager
Name of Lender
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
Xxxxxxxxx Modena CLO, Ltd
By: Xxxxxxxxx Capital Partners, LLC
as its Asset Manager
Name of Lender
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
Xxxxxxxxx Bristol CLO, Ltd.
By: Xxxxxxxxx Capital Partners LLC
as it Collateral Manager
Name of Leader
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
ULT CBNA Loan Funding LLC, for itself or
as agent for ULT CFPI Loan Funding LLC.
Name of Lender
By: /s/ XXXXX X. XXXX
------------------------------------
Name: XXXXX X. XXXX
Title: Attorney-in-fact
Stone Tower Credit Funding I Ltd.
By: Stone Tower Debt Advisors LLC,
as its Collateral Manager
By: /s/ XXXXXXX X. XXXXXXXXX
------------------------------------
Name: XXXXXXX X. XXXXXXXXX
Title: AUTHORIZED SIGNATORY
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Stone Tower CLO IV Ltd.
By: Stone Tower Debt Advisors LLC,
as its Collateral Manager
By: /s/ XXXXXXX X. XXXXXXXXX
------------------------------------
Name: XXXXXXX X. XXXXXXXXX
Title: AUTHORIZED SIGNATORY
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Stone Tower CDO Ltd.
By: Stone Tower Debt Advisors LLC,
as its Collateral Manager
By: /s/ XXXXXXX X. XXXXXXXXX
------------------------------------
Name: XXXXXXX X. XXXXXXXXX
Title: AUTHORIZED SIGNATORY
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Granite Ventures II Ltd.
By: Stone Tower Debt Advisors LLC,
as its Collateral Manager
By: /s/ XXXXXXX X. XXXXXXXXX
------------------------------------
Name: XXXXXXX X. XXXXXXXXX
Title: AUTHORIZED SIGNATORY
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Granite Ventures I Ltd.
By: Stone Tower Debt Advisors LLC,
as its Collateral Manager
By: /s/ XXXXXXX X. XXXXXXXXX
------------------------------------
Name: XXXXXXX X. XXXXXXXXX
Title: AUTHORIZED SIGNATORY
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Stone Tower CLO II Ltd.
By: Stone Tower Debt Advisors LLC,
as its Collateral Manager
By: /s/ XXXXXXX X. XXXXXXXXX
------------------------------------
Name: XXXXXXX X. XXXXXXXXX
Title: AUTHORIZED SIGNATORY
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Stone Tower CLO III Ltd.
By: Stone Tower Debt Advisors LLC,
as its Collateral Manager
By: /s/ XXXXXXX X. XXXXXXXXX
------------------------------------
Name: XXXXXXX X. XXXXXXXXX
Title: AUTHORIZED SIGNATORY
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Stone Tower CDO II Ltd.
By: Stone Tower Debt Advisors LLC,
as its Collateral Manager
By: /s/ XXXXXXX X. XXXXXXXXX
------------------------------------
Name: XXXXXXX X. XXXXXXXXX
Title: AUTHORIZED SIGNATORY
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
SUN TRUST BANK
Name of Lender
By: /s/
------------------------------------
Name:
Title: FVP
VELOCITY CLO, LTD.
By: TCW Advisors, Inc.,
its Collateral Manager
By: /s/ G. XXXXX XXXXXX
------------------------------------
G. XXXXX XXXXXX
VICE PRESIDENT
By: /s/ XXXXX XXXXXXXXXX
------------------------------------
XXXXX XXXXXXXXXX
VICE PRESIDENT
FIRST 2004-I CLO, LTD.
By: TCW Advisors, Inc.,
its Collateral Manager
By: /s/ G. XXXXX XXXXXX
------------------------------------
G. XXXXX XXXXXX
VICE PRESIDENT
By: /s/ XXXXX XXXXXXXXXX
------------------------------------
XXXXX XXXXXXXXXX
VICE PRESIDENT
FIRST 2004-II CLO, LTD.
By: TCW Advisors, Inc.,
its Collateral Manager
By: /s/ G. XXXXX XXXXXX
------------------------------------
G. XXXXX XXXXXX
VICE PRESIDENT
By: /s/ XXXXX XXXXXXXXXX
------------------------------------
XXXXX XXXXXXXXXX
VICE PRESIDENT
TCW Senior Secured Loan Fund
By: TCW Advisors, Inc.,
as its Investment Advisor
By: /s/ G. XXXXX XXXXXX
------------------------------------
G. XXXXX XXXXXX
VICE PRESIDENT
By: /s/ XXXXX XXXXXXXXXX
------------------------------------
XXXXX XXXXXXXXXX
VICE PRESIDENT
TCW Senior Secured Floating Rate Loan
Fund, L.P.
By: TCW Advisors, Inc.,
as its Investment Advisor
By: /s/ G. XXXXX XXXXXX
------------------------------------
G. XXXXX XXXXXX
VICE PRESIDENT
By: /s/ XXXXX XXXXXXXXXX
------------------------------------
XXXXX XXXXXXXXXX
VICE PRESIDENT
UBS AG. Stamford Branch
Name of Lender
By: /s/ Xxxx Xxxxxxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxxxxxx
Title: Associate Director
Banking Products
Service, US
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
Banking Products
Services, US
Trimaran CLO IV Ltd.
By Trimaran Advisors, L.L.C.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
Mt. Xxxxxx CLO, Ltd.
Name of Lender
By: /s/
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
RIVIERA FUNDING LLC
Name of Lender
By: /s/ M. Xxxxxxxx Xxxxxxx
------------------------------------
Name: M. Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
Western Asset Floating Rate High Income
Fund LLC
Name of Lender
By: /s/
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
WhiteHorse III, Ltd.
By: WhiteHorse Capital Partners, L.P.
As Collateral Manager
By: /s/ Xxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Partner
