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EXHIBIT 10.8
FIFTH AMENDMENT AND CONSENT AGREEMENT
THIS FIFTH AMENDMENT AND CONSENT AGREEMENT (this "Agreement"), dated as
of December 22, 2000, is entered into by and among EXTENDICARE HEALTH SERVICES,
INC., a Delaware corporation (the "Borrower"), each of the Persons identified as
a "Guarantor" on the signature pages hereto, each of the Persons identified as a
"Lender" on the signature pages hereto and BANK OF AMERICA, N.A., formerly
NationsBank, N.A., as Agent for the Lenders (in such capacity, the "Agent").
RECITALS
A. The Borrower, the Guarantors, the Lenders and the Agent, are party
to that certain Credit Agreement dated as of November 26, 1997 (as previously
amended prior to the date hereof, the "Credit Agreement"). Unless otherwise
defined herein or the context otherwise requires, capitalized terms used in this
Agreement, including its preamble and recitals, have the meanings provided in
the Credit Agreement.
B. The Credit Parties have requested that the Required Lenders consent
to the lease (with options to purchase) of six (6) nursing centers (the "SHP
Leased Properties") located in Florida to Senior Health Properties South, Inc.
("SHP") or designated subsidiaries of SHP in a transaction described in a letter
from the Borrower to the Lenders attached hereto as Annex I (the "SHP Lease
Transaction").
C. The Credit Parties have requested that the Required Lenders consent
to the sale and/or lease (with option to purchase) of up to nine (9) nursing
centers (the "Tandem Properties") located in Florida to Tandem Health Care, Inc.
("Tandem") or a designated subsidiary of Tandem for a gross sales price, in the
case of a sale of all nine (9) nursing centers, of approximately $48 million in
a transaction described in a letter from the Borrower to the Lenders attached
hereto as Annex II (the "Tandem II Transaction").
D. The Credit Parties have requested that the Required Lenders amend
the Consolidated Net Worth covenant to conform such covenant to other financial
covenants which were amended in the Second Amendment to Credit Agreement dated
as of March 16, 2000 among the Credit Parties, the Required Lenders and the
Agent.
E. The Required Lenders have agreed to (i) consent to the SHP Lease
Transaction and the Tandem II Transaction and (ii) amend the Credit Agreement,
in each case, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the agreements herein contained,
the parties hereto hereby agree as follows:
1. Amendments to Credit Agreement.
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(a) The definition of "Consolidated Net Worth" appearing in
Section 1.1 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:
"Consolidated Net Worth" means, as of any date, the sum of (i)
shareholders' equity or net worth of the Consolidated Parties on a
consolidated basis plus (ii) amounts which, in the determination of
Consolidated Net Income for such period, have been deducted for (A)
provisions (not to exceed an aggregate amount of $30,000,000) recorded
as deductions from revenue relating to issues identified in cost
reports filed for cost reporting periods through December 31, 1998
(including the 1995 base year cost report upon which subsequent
prospective rates are determined) which are related to amounts (1) in
dispute between the Consolidated Parties and a Fiscal Intermediary, (2)
on appeal to the PRRB or (3) in the process of being appealed to the
PRRB and (B) provisions expensed during such period for estimated
future payments of general and professional liability litigation
claims, provided that such amounts do not exceed an aggregate amount of
(I) $55,000,000 during fiscal year 2000 and (II) an amount set forth in
the annual budget of the Consolidated Parties delivered pursuant to
Section 7.1(d) and approved by the Required Lenders for each fiscal
year thereafter, all as determined in accordance with GAAP; provided,
however, (x) Consolidated Net Worth shall not include revenues related
to any recoveries by the Consolidated Parties from Fiscal
Intermediaries of any amounts described in subclause (A) of clause (ii)
above and (y) to the extent not otherwise deducted from Consolidated
Net Worth, Consolidated Net Worth for any period shall be reduced by
cash payments made by the Consolidated Parties of general and
professional liability litigation claims during such period.
(b) Section 7.11(d) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
(d) Consolidated Net Worth. At all times Consolidated Net
Worth shall be greater than or equal to the sum of $192,000,000,
increased on a cumulative basis (i) as of the end of each fiscal
quarter of the Consolidated Parties, commencing with the fiscal quarter
ending September 30, 1997 by an amount equal to 50% of Consolidated Net
Income (to the extent positive) for the fiscal quarter then ended and
(ii) as of the date that any Equity Issuance is consummated, by an
amount equal to 100% of the Net Cash Proceeds of such Equity Issuance.
For purposes of determining compliance with this Section 7.11(d),
Consolidated Net Income shall be calculated by adding back amounts
which, in the determination of Consolidated Net Income for such period,
have been deducted for (A) provisions (not to exceed an aggregate
amount of $30,000,000) recorded as deductions from revenue relating to
issues identified in cost reports filed for cost reporting periods
through December 31, 1998 (including the 1995 base year cost report
upon which subsequent prospective rates are determined) which are
related to amounts (1) in dispute between the Consolidated Parties and
a Fiscal Intermediary, (2) on appeal to the PRRB or (3) in the process
of being appealed to the PRRB and (B) provisions expensed during such
period for estimated future payments of general and professional
liability litigation claims, provided that such amounts do not exceed
an aggregate amount of (I) $55,000,000 during fiscal year 2000 and (II)
an amount set forth in the annual
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budget of the Consolidated Parties delivered pursuant to Section 7.1(d)
and approved by the Required Lenders for each fiscal year thereafter,
all as determined in accordance with GAAP; provided, however, (x)
Consolidated Net Income shall not include revenues related to any
recoveries by the Consolidated Parties from Fiscal Intermediaries of
any amounts described in subclause (A) of clause (ii) above and (y) to
the extent not otherwise deducted from Consolidated Net Income,
Consolidated Net Income for any period shall be reduced by cash
payments made by the Consolidated Parties of general and professional
liability litigation claims during such period.
2. Consent to SHP Lease Transaction. The Required Lenders hereby
consent to the SHP Lease Transaction notwithstanding any provision in the Credit
Documents (including, without limitation, Section 8.5 of the Credit Agreement)
to the contrary, but subject to satisfaction, in the reasonable determination of
the Agent, of each of the following conditions precedent and covenants:
(a) SHP or any designated subsidiary of SHP approved by
the Agent (each an "SHP Lessee") which leases any SHP Leased Property
shall have obtained all required consents and approvals from all
applicable Governmental Authorities having jurisdiction or authority
over the ownership, operation, development, or expenditure of funds
for, such SHP Leased Property to: (i) complete the SHP Lease
Transaction and (ii) continue to operate such SHP Leased Property and
receive payment for services rendered at such SHP Leased Property from
third party payors including Medicare and Medicaid (each a "Third Party
Payor" and collectively, "the Third Party Payors") after consummation
of the SHP Lease Transaction in a manner substantially consistent with
the operation of such SHP Leased Property by the Credit Parties prior
to the consummation of the SHP Leased Transaction and in accordance
with any applicable state or federal laws, rules or regulations
("Applicable Law") without causing any material adverse action
involving such SHP Leased Property (including, but not limited to, (A)
the loss or suspension of any license or approval issued by any
Governmental Authority necessary to operate such SHP Leased Property,
(B) any sanction, exclusion or investigation (civil or criminal) by any
Federal or state enforcement, regulatory, administrative or licensing
agency or (C) other ineligibility for participation in any Federal or
state health care program that pays for health care services) to be
taken against the Credit Parties, the applicable SHP Lessee, or such
SHP Leased Property by any Governmental Authority;
(b) the Credit Parties shall have obtained all required
consents and approvals from all applicable Governmental Authorities
having jurisdiction or authority over the ownership, operation,
development, or expenditure of funds for each SHP Leased Property to
complete the SHP Lease Transaction;
(c) the Borrower shall have delivered to the Agent a Pro
Forma Compliance Certificate hereto demonstrating that, upon giving
effect on a Pro Forma Basis to the SHP Lease Transaction, no Default or
Event of Default would exist;
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(d) immediately upon receipt thereof, the Net Cash
Proceeds from the exercise of any option to purchase any SHP Leased
Property, the Credit Parties shall apply such Net Cash Proceeds to the
prepayment of the Loans in accordance with Section 3.3(b)(ii) of the
Credit Agreement; and
(e) the Agent shall have received such other documents,
agreements or information related to the SHP Lease Transaction which it
may reasonably request, including, without limitation, appropriate
subordination, non-disturbance and attornment agreements (which shall
be in form and substance satisfactory to the Agent) between the SHP
Lessees and the Agent, and copies of all required consents and
approvals described in (a) and (b) above, including without limitation,
copies of the licenses issued to the SHP Lessees for the SHP Leased
Properties issued by the Florida Agency for Health Care Administration
(the "FAHCA") and a letter of "no review" from the FAHCA or other
responsible Florida agency with respect to the Certificate of Need for
each of the SHP Leased Properties. If such consents and approvals
cannot be reasonably obtained prior to closing of the SHP Lease
Transaction, the SHP Lessees and the Credit Parties shall provide all
such required consents and approvals within ten (10) days following the
closing of the SHP Lease Transaction, and the SHP Lessees and the
Credit Parties shall provide prior to the closing of the SHP Lease
Transaction a letter from Florida counsel for the SHP Lessees and the
Credit Parties confirming that such consent and approval has been
obtained verbally from the applicable Governmental Authority.
3. Consent to Tandem II Transaction. The Required Lenders hereby
consent to the Tandem II Transaction notwithstanding any provision in the Credit
Documents (including, without limitation, Section 8.5 and Section 8.6 of the
Credit Agreement) to the contrary, but subject to satisfaction, in the
reasonable determination of the Agent, of each of the following conditions
precedent:
A. With respect to that portion of the Tandem II Transaction which
constitutes a sale:
(i) the consideration to be received by the Credit Parties for
the Tandem II Transaction shall be cash or Cash Equivalents but may
also consist of (a) shares of Tandem's 9% redeemable cumulative
preferred Capital Stock in an amount not to exceed $8,000,000 (the
"Tandem Stock") and (b) a five-year promissory note from Tandem in a
principal amount not to exceed $10,500,000 (the "Tandem Note");
(ii) the Borrower shall have delivered to the Agent a Pro
Forma Compliance Certificate hereto demonstrating that, upon giving
effect on a Pro Forma Basis to the Tandem II Transaction, no Default or
Event of Default would exist;
(iii) immediately upon receipt thereof, the Net Cash Proceeds
(calculated after giving effect to (A) up to $2,000,000 of costs
incurred by the Credit Parties in capitalizing a captive insurance
subsidiary for the Buyer and (B) up to $10,000,000 in payments made by
the Credit Parties to Laurier Indemnity Company on behalf of the Buyer
to provide reinsurance to such captive insurance subsidiary) from the
Tandem II Transaction shall be
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applied to the prepayment of the Loans in accordance with Section
3.3(b)(ii) of the Credit Agreement;
(iv) the Credit Parties will pledge to the Agent, for the
benefit of the Lenders, any Tandem Stock and any Tandem Note received
as consideration for the Tandem II Transaction; and
(v) the Agent shall have received such other documents,
agreements or information related to the Tandem II Transaction which it
may reasonably request.
B. With respect to that portion of the Tandem II Transaction which
constitutes a lease:
(i) Tandem or any designated subsidiary of Tandem approved by
the Agent (each an "Tandem Lessee") which leases any Tandem Property
shall have obtained all required consents and approvals from all
applicable Governmental Authorities having jurisdiction or authority
over the ownership, operation, development, or expenditure of funds
for, such Tandem Property to: (a) complete the Tandem II Transaction
and (b) continue to operate such Tandem Property and receive payment
for services rendered at such Tandem Property from Third Party Payors
after consummation the Tandem II Transaction in a manner substantially
consistent with the operation of such Tandem Property by the Credit
Parties prior to the consummation of the Tandem II Transaction and in
accordance with any Applicable Law without causing any material adverse
action involving such Tandem Property (including, but not limited to,
(A) the loss or suspension of any license or approval issued by any
Governmental Authority necessary to operate such Tandem Property, (B)
any sanction, exclusion or investigation (civil or criminal) by any
Federal or state enforcement, regulatory, administrative or licensing
agency or (C) other ineligibility for participation in any Federal or
state health care program that pays for health care services) to be
taken against the Credit Parties, the applicable Tandem Lessee, or such
Tandem Property by any Governmental Authority;
(ii) the Credit Parties shall have obtained all required
consents and approvals from all applicable Governmental Authorities
having jurisdiction or authority over the ownership, operation,
development, or expenditure of funds for each Tandem Property to:
complete the Tandem II Transaction;
(iii) the Borrower shall have delivered to the Agent a Pro
Forma Compliance Certificate hereto demonstrating that, upon giving
effect on a Pro Forma Basis to the Tandem Transaction, no Default or
Event of Default would exist;
(iv) immediately upon receipt thereof, the Net Cash Proceeds
from the exercise of any option to purchase any Tandem Property, the
Credit Parties shall apply such Net Cash Proceeds to the prepayment of
the Loans in accordance with Section 3.3(b)(ii) of the Credit
Agreement; and
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(v) the Agent shall have received such other documents,
agreements or information related to the Tandem Transaction which it
may reasonably request, including, without limitation, appropriate
subordination, non-disturbance and attornment agreements (which shall
be in form and substance satisfactory to the Agent) between the Tandem
Lessee and the Agent, and copies of all required consents and approvals
described in (i) and (ii) above, including without limitation copies of
the licenses issued to the Tandem Lessees for the Tandem Properties
issued by the FAHCA and letters of "no review" from the FAHCA or other
responsible Florida agency with respect to the Certificate of Need for
each of the Tandem Properties. If such consents and approvals cannot be
reasonably obtained prior to closing of the Tandem II Transaction, the
Tandem Lessees and the Credit Parties shall provide all such required
consents and approvals within ten (10) days following the closing of
the Tandem II Transaction, and the Tandem Lessees and the Credit
Parties shall provide prior to the closing of the Tandem II Transaction
a letter from Florida counsel for the Tandem Lessees and the Credit
Parties confirming that such consent and approval has been obtained
verbally from the applicable Governmental Authority.
4. Releases/Non-Disturbance. Upon the consummation of the Tandem
II Transaction, the Agent shall deliver to the Credit Parties, at the Credit
Parties' expense, such documentation as is reasonably necessary to evidence the
release of the Agent's security interest, if any, in the assets to be sold in
the Tandem II Transaction, including, without limitation, amendments or
terminations of UCC financing statements and mortgage releases, if any.
Furthermore, upon consummation of the SHP Lease Transaction and/or the Tandem II
Transaction, the Agent, on behalf of the Lenders, shall enter into appropriate
subordination, non-disturbance and attornment agreements (which shall be in form
and substance satisfactory to the Agent) with lessees of any Tandem Properties
or SHP Leased Properties.
5. Notices. The Credit Parties hereby agree to give prompt
written notice to the Agent of (A) any notice of loss of Joint Commission on
Accreditation of Healthcare Organizations accreditation, loss of participation
under any material reimbursement program or loss of applicable and material
health care licenses at any facility leased by a Credit Party to an SHP Lessee
or Tandem Lessee and (B) any other material deficiency notice, compliance order
or adverse report issued by any Governmental Authority or accreditation
commission having jurisdiction over licensing, accreditation or operation of any
such facility or by any Governmental Authority or private insurance company
pursuant to a provider agreement, which, if not promptly complied with or cured,
would be reasonably likely to result in a material adverse effect on such
lessee. The Credit Parties shall require that lease agreements with each SHP
Lessee and each Tandem Lessee contain provisions requiring such lessee to give
prompt notice to the applicable landlord of the same.
6. Effective Date. This Agreement shall be and become effective
as of the date hereof at such time as the Agent shall have received executed
counterparts (including facsimile signatures) of this Agreement, which
collectively shall have been duly executed on behalf of each of the Credit
Parties and the Required Lenders.
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7. Construction. This Agreement is a Credit Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
therein) be construed, administered and applied in accordance with the terms and
provisions of the Credit Agreement.
8. Representations and Warranties. Each Credit Party hereby
represents and warrants that (i) each Credit Party that is party to this
Agreement: (a) has the requisite corporate power and authority to execute,
deliver and perform this Agreement, as applicable and (b) is duly authorized to,
and has been authorized by all necessary corporate action, to execute, deliver
and perform this Agreement, (ii) the representations and warranties contained in
Section 6 of the Credit Agreement are true and correct in all material respects
on and as of the date hereof upon giving effect to this Agreement as though made
on and as of such date (except for those which expressly relate to an earlier
date) and (iii) no Default or Event of Default exists under the Credit Agreement
on and as of the date hereof upon giving effect to this Agreement.
9. Acknowledgment. The Guarantors acknowledge and consent to all
of the terms and conditions of this Agreement and agree that this Agreement does
not operate to reduce or discharge the Guarantors' obligations under the Credit
Agreement or the other Credit Documents. The Guarantors further acknowledge and
agree that the Guarantors have no claims, counterclaims, offsets, or defenses to
the Credit Documents and the performance of the Guarantors' obligations
thereunder or if the Guarantors did have any such claims, counterclaims, offsets
or defenses to the Credit Documents or any transaction related to the Credit
Documents, the same are hereby waived, relinquished and released in
consideration of the Lenders' execution and delivery of this Agreement.
10. Counterparts. This Agreement may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement.
11. Binding Effect. This Agreement, the Credit Agreement and the
other Credit Documents embody the entire agreement between the parties and
supersede all prior agreements and understandings, if any, relating to the
subject matter hereof. These Credit Documents represent the final agreement
between the parties and may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the parties. Except as
expressly modified and amended in this Agreement, all the terms, provisions and
conditions of the Credit Documents shall remain unchanged and shall continue in
full force and effect.
12. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Agreement to be duly executed and delivered as of the date first above
written.
BORROWER: EXTENDICARE HEALTH SERVICES, INC.,
By:
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Name: Xxxx X. Xxxxxxxx
Title: Vice President-Finance
GUARANTORS: EXTENDICARE HOLDINGS, INC.
EXTENDICARE HEALTH FACILITY HOLDINGS, INC.
EXTENDICARE HEALTH FACILITIES, INC.
COVENTRY CARE, INC.
NORTHERN HEALTH FACILITIES, INC.
EXTENDICARE HOMES, INC.
EXTENDICARE HEALTH NETWORK, INC.
THE PROGRESSIVE STEP CORPORATION
EXTENDICARE OF INDIANA, INC.
EDGEWOOD NURSING CENTER, INC.
ELDER CREST, INC.
HAVEN CREST, INC.
MEADOW CREST, INC.
OAK HILL HOME OF REST AND CARE, INC.
EXTENDICARE GREAT TRAIL, INC.
FIR LANE TERRACE CONVALESCENT CENTER, INC.
ADULT SERVICES UNLIMITED, INC.
ARBORS EAST, INC.
ARBORS AT TOLEDO, INC.
HEALTH POCONOS, INC.
XXXXXXXX PROPERTIES, INC.
COVENTRY CARE HOLDINGS, INC.
By:
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Name: Xxxx X. Xxxxxxxx
Title: Vice President-Finance
[Signatures continue.]
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INDIANA HEALTH AND REHABILITATION
CENTER PARTNERSHIP
By: Extendicare Homes, Inc.,
as General Partner
By:
-------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President-Finance
By: Extendicare of Indiana, Inc.,
as General Partner
By:
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Name: Xxxx X. Xxxxxxxx
Title: Vice President-Finance
CONCORDIA MANOR, LLC
FIRST COAST HEALTH AND REHABILITATION CENTER, LLC
XXXXXXX HEIGHTS REHABILITATION CENTER, LLC
TREASURE ISLE CARE CENTER, LLC
By: Extendicare Homes, Inc., as sole member
By:
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Name: Xxxx X. Xxxxxxxx
Title: Vice President-Finance
XXXXXXX STREET, WV, LLC
NEW CASTLE CARE, LLC
By: Fir Lane Terrace Convalescent
Center, Inc., as sole member
By:
-------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President-Finance
[Signatures continue.]
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ALPINE HEALTH AND REHABILITATION CENTER, LLC
COLONIAL CARE, LLC
GREENBRIAR CARE, LLC
GREENBROOK CARE, LLC
HERITAGE CARE, LLC
LADY LAKE CARE, LLC
NEW HORIZON CARE, LLC
NORTH REHABILITATION CARE, LLC
PALM COURT CARE, LLC
XXXXXX MANOR, LLC
ROCKLEDGE CARE, LLC
SOUTH HERITAGE HEALTH AND REHABILITATION CENTER, LLC
THE OAKS RESIDENTIAL AND REHABILITATION CENTER, LLC
WINTER HAVEN HEALTH AND REHABILITATION CENTER, LLC
EDGEWOOD CARE, LP
ELDERCREST CARE, LP
HAVEN CARE, LP
MEADOW CARE, LP
OAKHILL CARE, LP
By: Extendicare Health Facilities, Inc.,
as sole member or general partner, as applicable
By:
-----------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President-Finance
[Signatures continue.]
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ARBORS AT TAMPA, LLC
ARBORS AT BAYONET POINT, LLC
JACKSONVILLE CARE, LLC
SAFETY HARBOR CARE, LLC
KISSIMMEE CARE, LLC
ORANGE PARK CARE, LLC
PORT CHARLOTTE CARE, LLC
SARASOTA CARE, LLC
SEMINOLE CARE, LLC
WINTER HAVEN CARE, LLC
BLANCHESTER CARE, LLC
CANTON CARE, LLC
COLUMBUS HEALTH CARE LLC
DAYTON CARE, LLC
DELAWARE CARE, LLC
FAIRLAWN CARE, LLC
GALLIPOLIS CARE, LLC
XXXXXXXX CARE, LLC
LONDON CARE, LLC
MARIETTA CARE, LLC
TOLEDO CARE, LLC
WATERVILLE CARE, LLC
WEST JEFFERSON CARE, LLC
By: Northern Health Facilities, Inc.,
as sole member
By:
--------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President-Finance
STONEBRIDGE CARE, LP
By: Extendicare Homes, Inc. and
Coventry Care Holdings, Inc.,
as general partners
By:
-------------------------------------
Title: Vice President-Finance
[Lenders' Signatures continue.]
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LENDERS: BANK OF AMERICA, N.A.,
formerly NationsBank, N.A.,
individually in its capacity as a
Lender and in its capacity as Agent
By:
-----------------------------------------
Name:
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Title:
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ROYAL BANK OF CANADA
By:
-----------------------------------------
Name:
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Title:
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FIRSTAR BANK MILWAUKEE, N.A.
By:
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Name:
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Title:
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CREDIT LYONNAIS NEW YORK BRANCH
By:
-----------------------------------------
Name:
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Title:
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POST BALANCED FUND, L.P.
By: Post Advisory Group, Inc.,
its investment advisor
By:
-----------------------------------------
Name:
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Title:
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CREDIT SUISSE FIRST BOSTON
By:
-----------------------------------------
Name:
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Title:
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00
XXX XXXX XX XXXX XXXXXX
By:
-----------------------------------------
Name:
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Title:
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KEY CORPORATE CAPITAL INC.
By:
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Name:
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Title:
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LASALLE BANK NATIONAL ASSOCIATION
By:
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Name:
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Title:
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TORONTO DOMINION (TEXAS), INC.
By:
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Name:
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Title:
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BANK ONE, N.A.
By:
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Name:
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Title:
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BANK ONE, N.A. (F/K/A BANK ONE DAYTON)
By:
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Name:
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Title:
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BANK OF MONTREAL
By:
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Name:
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Title:
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THE FUJI BANK, LIMITED
By:
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Name:
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Title:
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U.S. BANK NATIONAL ASSOCIATION
By:
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Name:
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Title:
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BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By:
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Name:
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Title:
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COMERICA BANK
By:
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Name:
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Title:
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CHASE SECURITIES INC AS AGENT FOR
THE CHASE MANHATTAN BANK
By:
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Name:
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Title:
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BLACK DIAMOND CLO 2000-1 LTD.
By:
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Name:
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Title:
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BLACK DIAMOND CLO 1998-1 LTD.
By:
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Name:
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Title:
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THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By:
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Name:
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Title:
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XXXXXXX X XXXXX & SONS SPECIAL
SITUATION PARTNERS L.P.
By:
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Name:
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Title:
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FLEET NATIONAL BANK (f/k/a BankBoston, N.A.)
By:
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Name:
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Title:
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INDOSUEZ CAPITAL FUNDING III,
LIMITED
By: Indosuez Capital,
as Portfolio Advisor
By:
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Name:
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Title:
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MARINER LDC
By:
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Name:
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Title:
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PARIBAS CAPITAL FUNDING LLC
By:
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Name:
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Title:
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CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company,
its Investment Manager
By:
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Name:
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Title:
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KZH CRESCENT LLC
By:
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Name:
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Title:
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KZH CRESCENT-2 LLC
By:
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Name:
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Title:
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ROYALTON COMPANY
By: Pacific Investment Management Company,
as its Investment Advisor
By:
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Name:
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Title:
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CAPTIVA III FINANCE LTD.
By:
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Name:
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Title:
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XXXXXXX NATIONAL LIFE INSURANCE
COMPANY
By: PPM America, Inc., as attorney-in-fact,
on behalf of Xxxxxxx National Life
Insurance Company
By:
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Name:
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Title:
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ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors LLC, as Collateral Manager
By:
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Name:
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Title:
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SENIOR DEBT PORTFOLIO
By: By Boston Management and Research, as
Investment Advisor
By:
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Name:
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Title:
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CYPRESSTREE INVESTMENT PARTNERS I, LTD.
By: CypressTree Investment Management Company, Inc., as
Portfolio Manager
By:
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Name:
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Title:
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XXXX XXXXXXX MUTUAL LIFE
By:
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Name:
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Title:
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XXXX XXXXXXX VARIABLE LIFE
By:
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Name:
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Title:
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NATIONAL CITY BANK
By:
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Name:
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Title:
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DELANO COMPANY
By:
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Name:
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Title:
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ANNEX I
See attached letter.
