EXHIBIT 99.2
AMENDMENT NO. 5 AND WAIVER
AMENDMENT NO. 5 AND WAIVER (this "Amendment") dated as of June 3, 2003,
under the $300,000,000 Credit Agreement dated as of April 20, 2001 (as
heretofore amended, the "Credit Agreement") among KINDRED HEALTHCARE OPERATING,
INC. (formerly named Vencor Operating, Inc.) (the "Borrower"), KINDRED
HEALTHCARE, INC. (formerly named Vencor, Inc.) ("Kindred"), the LENDERS party
thereto and JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank,
successor-by-merger to Xxxxxx Guaranty Trust Company of New York), as
Administrative Agent and Collateral Agent.
W I T N E S S E T H:
WHEREAS, the Borrower has informed the Agents and the Lenders that (a)
the Borrower and Kindred have entered into an Agreement for Sale of Real Estate
and Master Lease Amendments dated as of May 14, 2003 (the "Ventas Agreement")
with Ventas Realty, Limited Partnership ("Ventas Realty") pursuant to which
agreement the Borrower and Kindred have agreed, subject to certain conditions,
to purchase (the "Ventas Facilities Purchase") from Ventas Realty the Healthcare
Facilities listed on Part I of Schedule A hereto (the "Ventas Florida
Facilities") and on Part II of Schedule A hereto (the "Ventas Texas Facility"
and, together with the Ventas Florida Facilities, the "Ventas Facilities") for
aggregate consideration (the "Ventas Facilities Purchase Consideration")
comprising a cash payment of approximately $59,679,000, a termination fee of
approximately $4,115,000 and a rent increase on certain other properties of
approximately $44,000,000 (in net present value terms), (b) the Borrower
proposes to effect the purchase of the Ventas Facilities through two Restricted
Subsidiaries (Kindred Nursing Centers South, LLC ("Kindred South"), in the case
of the Ventas Florida Facilities, and Kindred Nursing Centers North, LLC
("Kindred North" and, together with Kindred South, the "Purchasers"), in the
case of the Ventas Texas Facility) and (c) the Borrower, Kindred and Ventas
Realty propose to enter into partial lease termination agreements and lease
amendment agreements (collectively, the "Proposed Master Lease Amendments") with
respect to the Master Lease Agreements pursuant to which the Ventas Facilities
are currently leased by the Borrower to provide for, among other things, the
termination of the relevant Master Lease Agreements as to the Ventas Facilities,
the adjustment of the rent due thereunder and certain modifications to the
reporting responsibilities of the Borrower and/or Kindred, all as more fully set
forth in Exhibits I-1 through I-5 to the Ventas Agreement;
WHEREAS, the Borrower has also informed the Agents and the Lenders that,
following the consummation of the Ventas Facilities Purchase, the Borrower
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proposes to (a) sell the Ventas Florida Facilities and the Healthcare Facilities
listed on Part III of Schedule A hereto (the "Owned Facilities") to Senior
Health Management LLC or to one or more of its nominees ("SHM"), which sale may
be effected by means of a sale of the Borrower's Equity Interests in the
Restricted Subsidiaries that then own such facilities (including, without
limitation, Kindred South), for aggregate cash consideration of approximately
$62,500,000 payable at the closing of such sale (the "Proposed SHM Facility
Sale"), (b) sublease the Healthcare Facility listed on Part IV of Schedule A
hereto (the "Sublease Facility") to SHM on terms (including rental payment
terms) substantially similar to the terms on which the Borrower currently leases
such Healthcare Facility from Fairhaven South, Inc., such sublease to terminate
on June 30, 2006 (the "Proposed Sublease"), (c) sell the personal property,
inventory and certain other operating assets associated with the Ventas Florida
Facilities, the Owned Facilities and the Sublease Facility to SHM for aggregate
cash consideration of approximately $2,500,000 payable at the closing of such
sale (the "Proposed SHM Personal Property Sale"), (d) transfer certain employee
obligations to SHM for a purchase price reduction of approximately $3,000,000 at
closing, (e) sell the Accounts relating to the Ventas Florida Facilities, the
Owned Facilities and the Sublease Facility to SHM for aggregate cash
consideration of approximately $10,000,000 payable at the closing of such sale
and further consideration equal to 85% of any amounts collected in excess of
$10,000,000 over the two years following the closing of such sale (collectively,
the "Proposed SHM Accounts Sale") and (f) consummate the transactions described
in the preceding provisions of this paragraph by June 30, 2003 (or, if such
transactions are not consummated by such date, enter into interim leases (the
"Proposed SHM Interim Leases") of the Ventas Florida Facilities and the Owned
Facilities with SHM, which leases will be for aggregate annual rental payments
of approximately $8,684,000 and have terms ending on the earlier of the date
such sale transactions are consummated and June 30, 2004); and
WHEREAS, the Borrower has further informed the Agents and the Lenders
that, following the consummation of the Ventas Facilities Purchase, the Borrower
proposes to (a) sell the Ventas Texas Facility to Southwest L.T.C. Management,
Inc. or to one or more of its affiliates ("SLTCM"), which sale may be effected
by means of a sale of the Borrower's Equity Interests in Kindred North, for
aggregate cash consideration of approximately $4,500,000 payable at the closing
of such sale (the "Proposed SLTCM Facility Sale"), (b) sell the personal
property, inventory and certain other operating assets associated with the
Ventas Texas Facility to SLTCM (the "Proposed SLTCM Personal Property Sale"),
(c) sell the Accounts relating to the Ventas Texas Facility to SLTCM for
aggregate cash consideration payable at closing equal to approximately 50% of
the gross receivables as of the date of closing of such sale and 85% of any
amounts collected in excess of the amount paid at closing over the two years
following the
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closing of such sale (collectively, the "Proposed SLTCM Accounts Sale") and (d)
consummate the transactions described in the preceding provisions of this
paragraph by September 30, 2003 (or, if such transactions are not consummated by
such date, continue the lease of the Ventas Texas Facility with SLTCM (the
"Proposed SLTCM Interim Lease") until such transactions are consummated, which
lease will be entered into on July 1, 2003 (unless such transactions have been
consummated by such date) for a term of up to 18 months and for an aggregate
rental payment of approximately $21,000 per month);
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. Mandatory Prepayment of Notes. The Required Lenders hereby
agree that, notwithstanding anything in Section 2.06(a) or clause (iii) of
Section 7.03(d) of the Credit Agreement or Section 5(j) of the Security
Agreement to the contrary, the Borrower (a) shall be required to deposit the Net
Cash Proceeds of the Proposed SHM Facility Sale, the Proposed SHM Personal
Property Sale, the Proposed SLTCM Facility Sale and the Proposed SLTCM Personal
Property Sale in a Collateral Account and, if applicable, and to the extent set
forth in Section 2.06(a) of the Credit Agreement, with the Exit Facility
Collateral Agent, only to the extent that the aggregate amount of such Net Cash
Proceeds exceeds $60,000,000; provided that the remaining Net Cash Proceeds of
such transactions are applied towards the Required Prepayments (as defined
below) and (b) shall not be required to deposit any Net Cash Proceeds of the
Proposed SHM Accounts Sale or the Proposed SLTCM Accounts Sale in a Collateral
Account.
SECTION 3. Future Assets to be Added to the Collateral. The Required
Lenders hereby waive compliance by the Borrower with the provisions of Section
5.09(b) of the Credit Agreement to the extent (but solely to the extent) that
such provisions require the Borrower to cause one or more of the Ventas
Facilities to be added to the Collateral; provided that if either the Proposed
SHM Facility Sale or the Proposed SLTCM Facility Sale is not consummated by
December 31, 2003, then the Borrower shall, and shall cause its Restricted
Subsidiaries (including Kindred South and/or Kindred North) to, execute and
deliver with respect to each Ventas Facility the sale of which is not
consummated, a mortgage or similar
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instrument, lenders' title insurance policy (or substitution lenders' title
insurance policy), fixture filing and local counsel opinion as reasonably
requested by the Administrative Agent or the Collateral Agent, together with
evidence, in form and substance reasonably satisfactory to the Administrative
Agent and the Collateral Agent, that any ground lessor consent required to give
effect to any transaction contemplated by this proviso has been obtained and
that any documentary or other tax or charge payable in connection with any
transaction contemplated by this proviso has been paid.
SECTION 4. Fixed Charge Coverage Ratio (EBITDAR). The table appearing in
Section 6.01(a) of the Credit Agreement is amended and restated in its entirety
to read as follows:
PERIOD RATIO
------------------------------------------------------------------
June 30, 2001 through December 31, 2001 1.01 to 1
March 31, 2002 through March 31, 2003 1.15 to 1
June 30, 2003 through March 31, 2004 0.95 to 1
June 30, 2004 1.00 to 1
September 30, 2004 1.05 to 1
December 31, 2004 1.15 to 1
March 31, 2005 through March 31, 2007 1.20 to 1
June 30, 2007 and September 30, 2007 1.00 to 1
December 31, 2007 and thereafter 1.20 to 1
SECTION 5. Total Leverage Ratio. The table appearing in Section 6.02(a)
of the Credit Agreement is amended and restated in its entirety to read as
follows:
PERIOD RATIO
------------------------------------------------------------------
June 30, 2001 through December 31, 2001 3.95 to 1
January 1, 2002 through March 31, 2003 3.25 to 1
April 1, 2003 through June 30, 2003 5.75 to 1
July 1, 2003 through September 30, 2003 5.50 to 1
October 1, 2003 through December 31, 2003 4.25 to 1
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June 30, 2001 through December 31, 2001 3.95 to 1
January 1, 2004 through March 31, 2004 3.50 to 1
April 1, 2004 and thereafter 3.25 to 1
SECTION 6. Minimum Consolidated Net Worth. The table appearing in
Section 6.03 of the Credit Agreement is amended and restated in its entirety to
read as follows:
QUARTERLY MEASUREMENT DATE AMOUNT
-------------------------------------------------------------------
June 30, 2001 $ 378,797,000
September 30, 2001 $ 385,470,000
December 31, 2001 $ 399,125,000
March 31, 2002 $ 500,000,000
June 30, 2002 $ 510,000,000
September 30, 2002 $ 520,200,000
December 31, 2002 $ 530,604,000
March 31, 2003 $ 522,200,000
June 30, 2003 $ 469,926,000
September 30, 2003 $ 454,935,000
December 31, 2003 $ 430,822,000
March 31, 2004 $ 426,421,000
June 30, 2004 $ 428,087,000
September 30, 2004 $ 432,603,000
December 31, 2004 $ 445,049,000
March 31, 2005 $ 452,036,000
June 30, 2005 $ 461,744,000
September 30, 2005 $ 470,419,000
December 31, 2005 $ 482,033,000
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March 31, 2006 $ 488,895,000
June 30, 2006 $ 498,848,000
September 30, 2006 $ 509,903,000
December 31, 2006 $ 525,728,000
March 31, 2007 $ 534,980,000
June 30, 2007 $ 547,645,000
September 30, 2007 $ 560,835,000
December 31, 2007 $ 578,719,000
March 31, 2008 $ 587,609,000
SECTION 7. Consolidations, Mergers and Asset Sales; Limitation on Sale
or Issuance of Equity Interests of Restricted Subsidiaries. (a) The Required
Lenders, pursuant to Section 7.03(a)(iii)(C) of the Credit Agreement and for
purposes of Section 5(j) of the Security Agreement, hereby consent to the
Proposed SHM Facility Sale, the Proposed SHM Interim Leases, the Proposed SHM
Personal Property Sale, the Proposed SHM Accounts Sale, the Proposed SLTCM
Facility Sale, the Proposed SLTCM Interim Lease, the Proposed SLTCM Accounts
Sale, the Proposed SLTCM Personal Property Sale and the Proposed Sublease, in
each case, on terms substantially similar to those set forth in the recitals
hereto.
(b) The Required Lenders hereby waive compliance by the Borrower
with the provisions of Section 7.03(d) of the Credit Agreement (other than
clause (iii) thereof, except to the extent set forth in Section 2 hereof) and
the provisions of Section 7.06 of the Credit Agreement, in each case, to the
extent (but only to the extent) necessary to permit the Borrower and the
Purchasers to enter into and consummate the Proposed SHM Facility Sale, the
Proposed SHM Interim Leases, the Proposed SHM Personal Property Sale, the
Proposed SHM Accounts Sale, the Proposed SLTCM Facility Sale, the Proposed SLTCM
Interim Lease, the Proposed SLTCM Accounts Sale, the Proposed SLTCM Personal
Property Sale and the Proposed Sublease, in each case, on terms substantially
similar to those set forth in the recitals hereto.
SECTION 8. Limitations on Acquisitions and Investments. The Required
Lenders hereby (a) waive compliance by the Borrower with the provisions of
Section 7.08 of the Credit Agreement to the extent (but only to the extent)
necessary to permit the consummation of the Ventas Facilities Purchase and (b)
agree that no portion of the basket provided for in Section 7.08(b)(ii) of the
Credit
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Agreement shall be deemed to be utilized by the payment of the Ventas Facilities
Purchase Consideration; provided that at the time of, and immediately after
giving effect to, the Ventas Facilities Purchase, no Default shall have occurred
and be continuing.
SECTION 9. No Modification of Certain Documents Without Consent. The
Required Lenders hereby waive compliance by the Borrower and Kindred with the
provisions of Section 7.12(c) of the Credit Agreement to the extent (but only to
the extent) necessary to permit the Proposed Master Lease Amendments.
SECTION 10. Prepayments of Loans. (a) The Borrower hereby agrees that it
shall prepay Loans pursuant to Section 2.07 of the Credit Agreement (the
"Required Prepayments"): (i) on the earliest to occur of (x) the second Business
Day following the date on which the Proposed SHM Facility Sale is consummated,
(y) the second Business Day following the date on which the Proposed SLTCM
Facility Sale is consummated and (z) December 31, 2003, in an aggregate
principal amount, if such prepayment is pursuant to clause (x) or (y), equal to
the lesser of (A) $60,000,000 and (B) the Net Cash Proceeds of such event, or in
the aggregate principal amount, if such prepayment is pursuant to clause (z), of
$60,000,000 and (ii) on the second to occur of the events referred to in clauses
(x), (y) and (z) above (but in any case no later than December 31, 2003,
regardless of whether neither the Proposed SHM Facility Sale nor the Proposed
SLTCM Facility Sale has been consummated), in an aggregate principal amount
equal to $60,000,000 less the aggregate principal amount of the prepayment made
pursuant to clause (i) above, if any.
(b) The Borrower agrees that each such prepayment shall be made
together with accrued and unpaid interest thereon to the extent required by
Section 2.07(c) of the Credit Agreement. The Required Lenders waive any further
notice of any such prepayment that would otherwise be required by Section 2.07
of the Credit Agreement. Each such prepayment shall be subject to Section
2.08(c) of the Credit Agreement.
(c) The Borrower agrees that any failure by the Borrower to make any
prepayment referred to in clause (a) on the date specified therefor in clause
(a) shall constitute an Event of Default for all purposes of the Financing
Documents.
SECTION 11. Release of Liens. The Borrower and the Required Lenders
hereby agree that:
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(a) contemporaneously with the closing of the Proposed SHM Facility
Sale, pursuant to Section 7.02 of each of the applicable Mortgages, the Ventas
Florida Facilities and the Owned Facilities shall be deemed to have been
automatically released from the Lien of such Mortgage; provided that such
releases shall not extend to any cash or other proceeds received by the Borrower
or any of its Restricted Subsidiaries in connection with the consummation of any
such transaction;
(b) contemporaneously with the closing of the Proposed SHM Personal
Property Sale and the Proposed SHM Accounts Sale, pursuant to Section 2.10 of
the Credit Agreement and Section 5(j) and Section 18 of the Security Agreement,
the property sold pursuant to the Proposed SHM Personal Property Sale and the
Accounts sold pursuant to the Proposed SHM Accounts Sale shall, in each case, be
deemed to have been automatically released from the Security Interests of the
Security Agreement; provided that such releases shall not extend to any cash or
other proceeds received by the Borrower or any of its Restricted Subsidiaries in
connection with the consummation of any such transaction;
(c) contemporaneously with the closing of the Proposed SLTCM
Facility Sale, pursuant to Section 7.02 of the applicable Mortgage, the Ventas
Texas Facility shall be deemed to have been automatically released from the Lien
of such Mortgage; provided that such release shall not extend to any cash or
other proceeds received by the Borrower or any of its Restricted Subsidiaries in
connection with the consummation of any such transaction;
(d) contemporaneously with the closing of the Proposed SLTCM
Personal Property Sale and the Proposed SLTCM Accounts Sale, pursuant to Section
2.10 of the Credit Agreement and Section 5(j) and Section 18 of the Security
Agreement, the property sold pursuant to the Proposed SLTCM Personal Property
Sale and the Accounts sold pursuant to the Proposed SLTCM Accounts Sale shall,
in each case, be deemed to have been automatically released from the Security
Interests of the Security Agreement; provided that such releases shall not
extend to any cash or other proceeds received by the Borrower or any of its
Restricted Subsidiaries in connection with the consummation of any such
transaction; and
(e) the Administrative Agent and the Collateral Agent are authorized
and directed to (i) execute and deliver all release documents reasonably
requested and which are reasonably satisfactory to it to evidence any such
release (without the requirement of consent from any Lender) and (ii) execute
and deliver any consents, agreements or other instruments requested and which
are reasonably satisfactory to it to give effect to the Ventas Facilities
Purchase and the Proposed
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Master Lease Amendments (without the requirement of consent from any Lender), in
each case, all at the Borrower's sole cost and expense.
SECTION 12. Notifications. The Borrower hereby agrees to notify the
Administrative Agent, promptly upon the occurrence thereof, of the consummation
of (a) the Ventas Facilities Purchase, (b) the Proposed SHM Facility Sale and
(c) the Proposed SLTCM Facility Sale.
SECTION 13. Representations Correct; No Default. Kindred and the
Borrower each represents and warrants that (i) the representations and
warranties contained in the Financing Documents are true as though made on and
as of the date hereof and will be true on and as of the Amendment Effective Date
(as defined below) as though made on and as of such date and (ii) no Default has
occurred and is continuing on the date hereof and no Default will occur or be
continuing on the Amendment Effective Date.
SECTION 14. Counterparts; Effectiveness. (a) This Amendment may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument.
(b) This Amendment shall become effective as of the date hereof on
the date (the "Amendment Effective Date") when the Administrative Agent shall
have received duly executed counterparts hereof signed by Kindred, the Borrower
and the Required Lenders (or, in the case of any Lender as to which an executed
counterpart shall not have been received, the Administrative Agent shall have
received facsimile or other written confirmation from such party of execution of
a counterpart hereof by such Lender).
(c) No later than the first Business Day after the Fee Determination
Date (as defined below), the Borrower shall pay the Administrative Agent, in
immediately available funds for the account of each Lender that has evidenced
its agreement hereto as provided in clause (b) by 2:00 P.M. (New York City time)
on the later of (i) June 13, 2003 and (ii) the date the Administrative Agent
issues a notice to the Lenders saying this Amendment has become effective (such
later date, the "Fee Determination Date"), an amendment fee in an amount equal
to 0.50% of the aggregate outstanding principal amount of such Lender's Loans
(as outstanding on the opening of business on the date of this Amendment).
(d) Except as expressly set forth herein, the waivers and amendments
contained herein shall not constitute a waiver or amendment of any term or
condition of the Credit Agreement or any other Financing Document, and all such
terms and conditions shall remain in full force and effect and are hereby
ratified and confirmed in all respects.
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SECTION 15. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
KINDRED HEALTHCARE OPERATING, INC.
By: /s/ XXXXXXX X. XXXXXXXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President, Chief
Financial Officer and Treasurer
KINDRED HEALTHCARE, INC.
By: /s/ XXXXXXX X. XXXXXXXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President, Chief
Financial Officer and Treasurer
>
JPMORGAN CHASE BANK, as Administrative
Agent and as Lender
By: /s/ XXXXX X. XXX, III
-----------------------------------
Name: XXXXX X. XXX, III
Title:
>
AG CAPITAL FUNDING PARTNERS, L.P.
By: /s/ XXXXXXX X. XXXXXX
-----------------------------------
Name: XXXXXXX X. XXXXXX
Title: AUTHORIZED SIGNATORY
>
BANK OF AMERICA, N.A.
By:
-----------------------------------
Name:
Title:
>
BEAR XXXXXXX & CO., INC.
By: /s/ XXXX X. XXXXXXXXX
-----------------------------------
Name: XXXX X. XXXXXXXXX
Title: SENIOR MANAGING DIRECTOR
>
CREDIT SUISSE FIRST BOSTON
By:
-----------------------------------
Name:
Title:
>
CREDIT SUISSE FIRST BOSTON
INTERNATIONAL
By:
-----------------------------------
Name:
Title:
>
FOOTHILL INCOME TRUST II, L.P.
By:
-----------------------------------
Name:
Title:
>
GOLDENTREE HIGH YIELD OPPORTUNITIES I,
L.P.
By: GOLDENTREE ASSET MANAGEMENT, LP
By: /s/ XXXXXXXXX X. XXXXXX
-----------------------------------
Name: XXXXXXXXX X. XXXXXX
Title: AUTHORIZED SIGNATORY
>
GOLDENTREE HIGH YIELD OPPORTUNITIES II,
L.P.
By: GOLDENTREE ASSET MANAGEMENT, LP
By: /s/ XXXXXXXXX X. XXXXXX
-----------------------------------
Name: XXXXXXXXX X. XXXXXX
Title: AUTHORIZED SIGNATORY
>
GOLDENTREE LOAN OPPORTUNITIES I,
LIMITED
By: GOLDENTREE ASSET MANAGEMENT, LP
By: /s/ XXXXXXXXX X. XXXXXX
-----------------------------------
Name: XXXXXXXXX X. XXXXXX
Title: AUTHORIZED SIGNATORY
>
EMERALD ORCHARD LIMITED
By:
-----------------------------------
Name:
Title:
>
HIGHLAND LEGACY LIMITED
By:
-----------------------------------
Name:
Title:
>
AIM FLOATING RATE FUND
By: INVESCO SENIOR SECURED
MANAGEMENT, INC.
AS ATTORNEY IN FACT
By: /s/ XXXXXX X. X. XXXXX
-----------------------------------
Name: XXXXXX X. X. XXXXX
Title: AUTHORIZED SIGNATORY
>
AVALON CAPITAL LTD.
By: INVESCO SENIOR SECURED
MANAGEMENT, INC.
AS PORTFOLIO ADVISOR
By: /s/ XXXXXX X. X. XXXXX
-----------------------------------
Name: XXXXXX X. X. XXXXX
Title: AUTHORIZED SIGNATORY
>
AVALON CAPITAL LTD. 2
By: INVESCO SENIOR SECURED
MANAGEMENT, INC.
AS PORTFOLIO ADVISOR
By: /s/ XXXXXX X. X. XXXXX
-----------------------------------
Name: XXXXXX X. X. XXXXX
Title: AUTHORIZED SIGNATORY
>
CERES II FINANCE LIMITED
By: INVESCO SENIOR SECURED
MANAGEMENT, INC.
AS SUB-MANAGING AGENT (FINANCIAL)
By: /s/ XXXXXX X. X. XXXXX
-----------------------------------
Name: XXXXXX X. X. XXXXX
Title: AUTHORIZED SIGNATORY
>
CHARTER VIEW PORTFOLIO
By: INVESCO SENIOR SECURED
MANAGEMENT, INC.
AS INVESTMENT ADVISOR
By: /s/ XXXXXX X. X. XXXXX
-----------------------------------
Name: XXXXXX X. X. XXXXX
Title: AUTHORIZED SIGNATORY
>
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO SENIOR SECURED
MANAGEMENT, INC.
AS INVESTMENT ADVISOR
By: /s/ XXXXXX X. X. XXXXX
-----------------------------------
Name: XXXXXX X. X. XXXXX
Title: AUTHORIZED SIGNATORY
>
SEQUILS-LIBERTY, LTD.
By: INVESCO SENIOR SECURED
MANAGEMENT, INC.
AS COLLATERAL MANAGER
By: /s/ XXXXXX X. X. XXXXX
-----------------------------------
Name: XXXXXX X. X. XXXXX
Title: AUTHORIZED SIGNATORY
>
SARATOGA CLO I, LIMITED
By: INVESCO SENIOR SECURED
MANAGEMENT, INC.
AS ASSET MANAGER
By: /s/ XXXXXX X. X. XXXXX
-----------------------------------
Name: XXXXXX X. X. XXXXX
Title: AUTHORIZED SIGNATORY
>
CONTINENTAL CASUALTY COMPANY
By: /s/ XXXXXXX X. XXXXXX
-----------------------------------
Name: XXXXXXX X. XXXXXX
Title: VICE PRESIDENT
>
LCM I LIMITED PARTNERSHIP
By: LYON CAPITAL MANAGEMENT, LLC,
AS ATTORNEY-IN-FACT
By: /s/ FARBOUD TAVANGAR
-----------------------------------
Name:
Title: LYON CAPITAL MANAGEMENT LLC
FARBOUD TAVANGAR
SENIOR PORTFOLIO MANAGER
>
XXXXXX XXXXXXX SENIOR FUNDING, INC.
By: /s/ XXXXX XXXXXX
-----------------------------------
Name: XXXXX XXXXXX
Title: VICE PRESIDENT
>
PRESIDENT & FELLOWS HARVARD COLLEGE
By: REGIMENT CAPITAL MANAGEMENT, LLC
AS ITS INVESTMENT ADVISOR
By: REGIMENT CAPITAL ADVISORS, LLC
ITS MANAGER AND PURSUANT
TO DELEGATED AUTHORITY
By: /s/ XXXXXXX X. XXXXXXXX
-----------------------------------
Name: XXXXXXX X. XXXXXXXX
Title: PRESIDENT
>
REGIMENT CAPITAL, LTD.
By: REGIMENT CAPITAL MANAGEMENT, LLC
AS ITS INVESTMENT ADVISOR
By: REGIMENT CAPITAL ADVISORS, LLC
ITS MANAGER AND PURSUANT
TO DELEGATED AUTHORITY
By: /s/ XXXXXXX X. XXXXXXXX
-----------------------------------
Name: XXXXXXX X. XXXXXXXX
Title: PRESIDENT
>
SUNAMERICA CORPORATION
By:
-----------------------------------
Name:
Title:
>
XXX XXXXXX PRIME RATE INCOME TRUST
By: XXX XXXXXX INVESTMENT ADVISORY
CORP.
By: /s/ XXXXXXXXX XXXXXXXX
-----------------------------------
Name: XXXXXXXXX XXXXXXXX
Title: VICE PRESIDENT
>
XXX XXXXXX SENIOR FLOATING RATE FUND
By: XXX XXXXXX INVESTMENT ADVISORY
CORP.
By: /s/ XXXXXXXXX XXXXXXXX
-----------------------------------
Name: XXXXXXXXX XXXXXXXX
Title: VICE PRESIDENT
>
XXX XXXXXX SENIOR INCOME TRUST
By: XXX XXXXXX INVESTMENT ADVISORY
CORP.
By: /s/ XXXXXXXXX XXXXXXXX
-----------------------------------
Name: XXXXXXXXX XXXXXXXX
Title: VICE PRESIDENT
>
SCHEDULE A
PART I
Waldemere Place
0000 Xxxx Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
Facility No. 117, Master Lease Agreement No.1
Healthcare and Rehabilitation of Xxxxxxx
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Facility No. 124, Master Lease Agreement No. 3
Titusville Rehabilitation & Nursing Center
0000 Xxxx Xxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Facility No. 125, Master Lease Agreement No. 2
Windsor Xxxxx Rehabilitation & Healthcare Center
00000 Xxxxxx Xxxxx
Xxxxxx, XX 00000
Facility Xx. 000/000, Xxxxxx Xxxxx Xxxxxxxxx Xx. 0
Xxx Xxxxxx Nursing Pavilion
0000 00xx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
Facility Xx. 000, Xxxxxx Xxxxx Xxxxxxxxx Xx. 0
Xxxxxxx Xxxxx
0000 Xxxxxxx Xxxxxx Xxxxxxxxx
Xxxx Xxxxx, XX 00000
Facility No. 268, Master Lease Agreement No. 4
Carrollwood Care Center
00000 Xxxxxxxxxx Xxxx
Xxxxx, XX 00000
Facility No. 372, Master Lease Agreement No. 3
Evergreen Xxxxx Health & Rehabilitation Center
0000 Xxxxxxxxx Xxxxx Xxxxx
Xxxxxx Xxxx, XX 00000
Facility No. 637, Master Lease Agreement No. 4
>
Rehabilitation & Healthcare Center of Tampa
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxx, XX 00000
Facility No. 836, Master Lease Agreement No. 2
Rehabilitation and Healthcare Center of Cape Coral
0000 Xxx Xxxxx Xxxxxxxxx
Xxxx Xxxxx, XX 00000
Facility No. 837, Master Lease Agreement No. 2
Casa Xxxx Rehabilitation & Extended Care
0000 00xx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
Facility No. 1217, Master Lease Agreement No. 2
Kindred Rehabilitation & Nursing Center of Broward
000 Xxxx Xxxxxx Xxxx
Xxxxxxx Xxxxx, XX 00000
Facility No. 1218, Master Lease Agreement No. 4
Highland Pines Rehabilitation & Nursing Center
0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Facility No. 1220, Master Lease Agreement No. 3
Pompano Rehabilitation & Nursing Center
00 Xxxx Xxxxxx Xxxx
Xxxxxxx Xxxxx, XX 00000
Facility No. 1232, Master Lease Agreement No. 4
The Abbey Rehabilitation & Nursing Center
0000 0xx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
Facility No. 1233, Master Lease Agreement Xx. 0
XXXX XX
Xxx Xxxxx Xxxxx
000 Xxxx Xxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
Facility No. 1234, Master Lease Agreement No. 4
>
PART III
The Rehabilitation Center of the Palm Beaches
000 Xxxxxxxxxx Xxxxxxx
Xxxx Xxxx Xxxxx, XX 00000
Boca Raton Rehabilitation Center
000 Xxxxxxx Xxxx
Xxxx Xxxxx, XX 00000
PART IV
The Oaks at Avon
0000 XX 00 Xxxxx
Xxxx Xxxx, XX 00000
