NATIONAL MENTOR HOLDINGS, INC. NATIONAL MENTOR, INC., as borrower THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, JPMORGAN CHASE BANK, N.A. (formerly known as JPMORGAN CHASE BANK), as administrative agent and and BANC OF AMERICA SECURITIES LLC,...
Exhibit 10.2
NATIONAL MENTOR HOLDINGS, INC.
NATIONAL MENTOR, INC.,
as borrower
THE SEVERAL
LENDERS
FROM TIME TO TIME PARTIES HERETO,
JPMORGAN CHASE BANK, N.A.
(formerly
known as JPMORGAN CHASE BANK),
as administrative agent
and
X.X. XXXXXX SECURITIES INC.
and
BANC OF
AMERICA SECURITIES LLC,
as joint lead arrangers and joint bookrunners
FIRST AMENDMENT TO THE
AMENDED AND RESTATED CREDIT AGREEMENT
REFINANCING OF $174,562,500 TRANCHE B TERM LOAN FACILITY
March 30, 2005
FIRST AMENDMENT, dated as of March 30, 2005 (this “First Amendment”), to the Amended and Restated Credit Agreement, dated as of November 4, 2004 (the “Credit Agreement”), among NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (“Holdings”), NATIONAL MENTOR, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions parties thereto (the “Existing Lenders” and, together with the Lenders providing the relevant Replacement Tranche B Term Loans (the “Replacement Tranche B Term Loan Lenders”), the “Lenders”), JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder (in such capacity, the “Administrative Agent”), and the other Agents parties thereto.
W I T N E S S E T H:
WHEREAS, the Borrower, the Existing Lenders and the Administrative Agent are parties to the Credit Agreement;
WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders agree to amend the pricing of the Tranche B Term Loans under the Credit Agreement;
WHEREAS, the Lenders and the Administrative Agent are willing to agree to such amendment, but only upon the terms and subject to the conditions set forth herein; and
WHEREAS, the Borrower has asked X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC to act as joint lead arrangers and joint bookrunners for this First Amendment and X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC have agreed to serve in such capacities;
NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms that are defined in the Credit Agreement are used herein as therein defined.
2. Replacement of Tranche B Term Loans.
(a) The Borrower acknowledges and agrees that (i) it wishes to reprice the Tranche B Term Loans in accordance with the pricing provided for in this First Amendment and (ii) with the consent of the Administrative Agent, and having given at least three Business Days’ advance notice to the Tranche B Term Loan Lenders, instead of prepaying the Tranche B Term Loans and borrowing new ones in order to effect such repricing, it has elected to require the Tranche B Term Loan Lenders not consenting to this First Amendment to assign their Tranche B Term Loans to the Administrative Agent and its designees and to amend with their consent and the consent of Tranche B Term Loan Lenders consenting to this First Amendment the pricing applicable to the Tranche B Term Loans as provided for in this First Amendment, all as permitted and contemplated by the last two paragraphs of Section 10.1 of the Credit Agreement. Each of the Administrative Agent and its designees, and each existing Tranche B Term Loan Lender that consents to this First Amendment, shall automatically be deemed to be a Replacement Tranche B Term Loan Lender in accordance with the second to last paragraph of
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Section 10.1 of the Credit Agreement and no further action by such Tranche B Term Loan Lender shall be required.
(b) The Administrative Agent and its designees as set forth on the signature pages hereto or in consents hereto (i) severally agree to purchase the Tranche B Term Loans being assigned as contemplated by paragraph (a) of this Section 2 on the First Amendment Effective Date (as defined below) in the respective principal amounts set forth with their signatures on such signature pages or consents and (ii) consent to the amendments to the Credit Agreement contained in this First Amendment. Such purchase shall be made at par. It is agreed, and notwithstanding any provision of the Credit Agreement to the contrary, that $174,000,000 of the Tranche B Term Loans shall be subject as of the First Amendment Effective Date to an Interest Period ending on May 9, 2005 and that the Eurodollar Rate applicable to such portion of the Tranche B Term Loans for such Interest Period shall be 2.77% per annum. The remaining $562,500 of the Tranche B Term Loans shall be ABR Loans as of the First Amendment Effective Date. The Borrower agrees to pay (i) accrued interest on the Tranche B Term Loans on the First Amendment Effective Date and (ii) any amounts due to the Tranche B Term Loan Lenders that are not Replacement Tranche B Term Loan Lenders pursuant to Section 2.20(c) of the Credit Agreement, as though the Tranche B Term Loans held by them had been prepaid on the First Amendment Effective Date.
(c) By receiving such purchase price to be made at par, as provided in the last two paragraphs of Section 10.1, the Tranche B Term Loan Lenders not consenting to this First Amendment shall automatically be deemed to have assigned their Tranche B Term Loans pursuant to the terms of the form of Assignment and Assumption attached as Exhibit E to the Credit Agreement, and accordingly no other action by such Tranche B Term Loan Lenders shall be required in connection with such assignment or this First Amendment.
3. Amendments to Section 1.1.
(a) The definition of “Applicable Margin” in Section 1.1 of the Credit Agreement is hereby amended in its entirety as follows:
“Applicable Margin”: for each Type of Loan, the rate per annum set forth under the relevant column heading below:
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ABR Loans |
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Eurodollar Loans |
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Revolving Loans and Swingline Loans |
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2.25% |
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3.25% |
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Tranche B Term Loans |
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1.50% |
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2.50% |
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; provided, that (i) with respect to the Revolving Loans and Swingline Loans, on and after the first Adjustment Date after the Closing Date and (ii) with respect to the Tranche B Term Loans, on or after the First Amendment Effective Date (as defined in the First Amendment, dated as of March 30, 2005), in each case, the Applicable
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Margin with respect to the Revolving Loans, Swingline Loans and Tranche B Term Loans will be determined pursuant to the Pricing Grid.
(b) The definition of “Pricing Grid” contained in Section 1.1 of the Credit Agreement is hereby amended by replacing the “Pricing Grid for Tranche B Term Loans” as follows:
Pricing for Tranche B Term Loans:
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Consolidated Leverage |
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Applicable
Margin for |
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Applicable
Margin for |
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> 3.50 to 1.00 |
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2.50% |
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1.50% |
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< 3.50 to 1.00 |
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2.25% |
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1.25% |
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4. Amendment to Section 2.10. Section 2.10 of the Credit Agreement is hereby amended by adding the following provisio after the first proviso at the end of the first sentence thereof:
“provided further that, during the period from the First Amendment Effective Date (as defined in the First Amendment, dated March 30, 2005) to but excluding the first anniversary of the First Amendment Effective Date, any optional prepayment of the Tranche B Term Loans of any Lender using proceeds of Indebtedness incurred by the Borrower from a substantially concurrent issuance or incurrence of syndicated term loans provided by one or more banks or other financial institutions for which the interest rate payable thereon is lower than the Eurodollar Rate on the date of such optional prepayment plus the Applicable Margin with respect to the Tranche B Term Loans shall be accompanied by payment of a 1% prepayment premium on the principal amount of such Lender’s Tranche B Term Loan prepaid (unless such prepayment premium is waived by such Lender).”
5. Conditions to Effectiveness of this First Amendment. This First Amendment shall become effective upon the date (the “First Amendment Effective Date”) when the following conditions are satisfied:
(a) First Amendment to Credit Agreement. The Administrative Agent shall have received counterparts of this First Amendment or consents hereto (substantially in the form attached hereto as Exhibit A), duly executed and delivered by the Borrower and each Replacement Tranche B Term Loan Lender, provided that the Administrative Agent and its designees shall together have sufficient commitments to purchase all of the Tranche B Term Loans of the other Tranche B Term Loan Lenders that are not Replacement Tranche B Term Loan Lenders as contemplated hereby.
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(b) Fees. The Administrative Agent shall have received all fees required to be paid on or before the First Amendment Effective Date, and all expenses required to be paid on or before the First Amendment Effective Date for which invoices have been presented.
(c) Security Documents. The Administrative Agent shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit B hereto, executed and delivered by an authorized officer of the Borrower and each other Loan Party.
(d) Interest. The Administrative Agent shall have received in immediately available funds an amount equal to the accrued interest on the Tranche B Term Loans and any amounts payable pursuant to Section 2.20(c) of the Credit Agreement.
(e) Closing Certificate. The Administrative Agent shall have received a certificate of the Borrower, dated the First Amendment Effective Date in a form satisfactory to the Administrative Agent.
6. Representations and Warranties.
(a) No Default. No Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date or after giving effect to the transactions contemplated herein.
(b) Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date (after giving effect hereto) as if made on and as of such date (other than representations and warranties which speak only as of a certain date, which representations and warranties shall be made only on such date).
7. Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this First Amendment, 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, in each case in accordance with Section 10.5(a) of the Credit Agreement.
8. Continuing Effect of the Credit Agreement. This First Amendment shall not constitute an amendment or waiver of any provision of the Credit Agreement not expressly referred to herein and shall not be construed as an amendment, waiver or consent to any further or future action on the part of the Loan Parties that would require an amendment, waiver or consent of the Lenders or Administrative Agent. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. Any reference to the “Credit Agreement” in the Loan Documents or any related documents shall be deemed to be a reference to the Credit Agreement as amended by this First Amendment.
9. Counterparts. This First Amendment may be executed by one or more of the parties hereto 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.
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10. Severability. Any provision of this First Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
11. Integration. This First Amendment and the other Loan Documents represent the agreement of the Loan Parties, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.
12. GOVERNING LAW. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
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NATIONAL MENTOR HOLDINGS, INC. |
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By: |
/s/ Xxxxxx X. Xxxxxx |
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Name: Xxxxxx X. Xxxxxx |
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Title: President and CEO |
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NATIONAL MENTOR, INC., as Borrower |
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By: |
/s/ Xxxxxx X. Xxxxxx |
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Name: Xxxxxx X. Xxxxxx |
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Title: President and CEO |
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JPMORGAN CHASE BANK, N.A., as |
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Administrative Agent |
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By: |
/s/ Xxxx Xxx Xxx |
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Name: Xxxx Xxx Xxx |
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Title: Vice President |
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National Mentor First Amendment Signature Page
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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[ILLEGIBLE] EUROPEAN CLO S.A. |
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By: |
INVESCO Senior Secured Management, Inc. |
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As Collateral Manager |
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/s/ Xxxxxx X.X. Xxxxx |
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Name: Xxxxxx X.X. Xxxxx |
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Title: Authorized Signatory |
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Principal Amount of its |
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Existing Tranche B Term Loan: $826,460.59 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ 0 |
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Xxx Xxxxxxx X Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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AVALON CAPITAL LTD. 3 |
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By: |
INVESCO Senior Secured Management, Inc. |
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As Asset Manager |
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/s/ Xxxxxx X.X. Xxxxx |
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Name: Xxxxxx X.X. Xxxxx |
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Title: Authorized Signatory |
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Principal Amount of its |
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Existing Tranche B Term Loan: $1,611,457.49 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ 0 |
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Xxx Xxxxxxx X Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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CHAMPLAIN CLO, LTD. |
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By: |
INVESCO Senior Secured Management, Inc. |
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As Collateral Manager |
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/s/ Xxxxxx X.X. Xxxxx |
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Name: Xxxxxx X.X. Xxxxx |
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Title: Authorized Signatory |
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Principal Amount of its |
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Existing Tranche B Term Loan: $522,013.08 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ 0 |
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Xxx Xxxxxxx X Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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CHARTER VIEW PORTFOLIO |
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By: |
INVESCO Senior Secured Management, Inc. |
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As Investment Advisor |
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/s/ Xxxxxx X.X. Xxxxx |
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Name: Xxxxxx X.X. Xxxxx |
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Title: Authorized Signatory |
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Principal Amount of its |
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Existing Tranche B Term Loan: $3,631,481.35 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ 0 |
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Xxx Xxxxxxx X Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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DIVERSIFIED CREDIT PORTFOLIO LTD. |
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By: |
INVESCO Senior Secured Management, Inc. |
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As Investment Adviser |
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/s/ Xxxxxx X.X. Xxxxx |
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Name: Xxxxxx X.X. Xxxxx |
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Title: Authorized Signatory |
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Principal Amount of its |
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Existing Tranche B Term Loan: $1,620,834.78 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ 0 |
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Xxx Xxxxxxx X Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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AIM FLOATING RATE FUND |
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By: |
INVESCO Senior Secured Management, Inc. |
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As Sub-Advisor |
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/s/ Xxxxxx X.X. Xxxxx |
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Name: Xxxxxx X.X. Xxxxx |
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Title: Authorized Signatory |
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Principal Amount of its |
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Existing Tranche B Term Loan: $794,374.19 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ 0 |
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Xxx Xxxxxxx X Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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INVESCO EUROPEAN CDO 1 S.A. |
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By: |
INVESCO Senior Secured Management, Inc. |
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As Collateral Manager |
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/s/ Xxxxxx X.X. Xxxxx |
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Name: Xxxxxx X.X. Xxxxx |
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Title: Authorized Signatory |
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Principal Amount of its |
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Existing Tranche B Term Loan: $1,134,837.91 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ 0 |
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Xxx Xxxxxxx X Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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XXXXXXX XXX 0000-0 LTD |
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By: |
INVESCO Senior Secured Management, Inc. |
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As Portfolio Advisor |
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/s/ Xxxxxx X.X. Xxxxx |
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Name: Xxxxxx X.X. Xxxxx |
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Title: Authorized Signatory |
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Principal Amount of its |
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Existing Tranche B Term Loan: $90,787.02 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ 0 |
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Xxx Xxxxxxx X Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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LOAN FUNDING IX LLC, for itself or as agent for |
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By: |
INVESCO Senior Secured Management, Inc. |
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As Portfolio Manager |
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/s/ Xxxxxx X.X. Xxxxx |
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Name: Xxxxxx X.X. Xxxxx |
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Title: Authorized Signatory |
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Principal Amount of its |
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Existing Tranche B Term Loan: $1,348,473.66 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ 0 |
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Xxx Xxxxxxx X Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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SEQUILS-LIBERTY, LTD. |
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By: |
INVESCO Senior Secured Management, Inc. |
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As Collateral Manager |
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/s/ Xxxxxx X.X. Xxxxx |
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Name: Xxxxxx X.X. Xxxxx |
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Title: Authorized Signatory |
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Principal Amount of its |
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Existing Tranche B Term Loan: $1,429,883.41 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ 0 |
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Xxx Xxxxxxx X Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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PETRUSSE EUROPEAN CLO S.A. |
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By: |
INVESCO Senior Secured Management, Inc. |
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As Collateral Manager |
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/s/ Xxxxxx X.X. Xxxxx |
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Name: Xxxxxx X.X. Xxxxx |
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Title: Authorized Signatory |
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Principal Amount of its |
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Existing Tranche B Term Loan: $522,013.19 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ 0 |
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Xxx Xxxxxxx X Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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SAGAMORE CLO LTD. |
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By: |
INVESCO Senior Secured Management, Inc. |
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As Collateral Manager |
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/s/ Xxxxxx X.X. Xxxxx |
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Name: Xxxxxx X.X. Xxxxx |
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Title: Authorized Signatory |
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Principal Amount of its |
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Existing Tranche B Term Loan: $522,013.09 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ 0 |
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Xxx Xxxxxxx X Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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|
Loans to be Purchased by It: $ |
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|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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SARATOGA CLO 1, LIMITED |
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By: |
INVESCO Senior Secured Management, Inc. |
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As Asset Manager |
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/s/ Xxxxxx X.X. Xxxxx |
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Name: Xxxxxx X.X. Xxxxx |
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Title: Authorized Signatory |
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Principal Amount of its |
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Existing Tranche B Term Loan: $907,870.33 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ 0 |
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Xxx Xxxxxxx X Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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|
Loans to be Purchased by It: $ |
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|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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|
Existing Tranche B Term Loan Lenders |
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|
Consenting to this First Amendment |
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KZH CRESCENT-3 LLC |
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/s/ Hi Hua |
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Name: Hi Hua |
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Title: Authorized Agent |
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Principal Amount of its |
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|
Existing Tranche B Term Loan: $748,125.00 |
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|
Additional Amount of Tranche B |
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|
Term Loan to be Purchased by It: $ |
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|
|
|
|
|
New Tranche B Term Loan Lenders, |
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|
Including Designees of JPMorgan Chase Bank, N.A. |
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|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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KZH CYPRESSTREE-1 LLC |
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/s/ Hi Hua |
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Name: Hi Hua |
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Title: Authorized Agent |
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Principal Amount of its |
|
|
Existing Tranche B Term Loan: $2,643,375.00 |
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|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
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|
|
New Tranche B Term Loan Lenders, |
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|
Including Designees of JPMorgan Chase Bank, N.A. |
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|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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|
Existing Tranche B Term Loan Lenders |
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|
Consenting to this First Amendment |
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|
KZH STERLING LLC |
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/s/ Hi Hua |
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Name: Hi Hua |
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|
Title: Authorized Agent |
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|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $1,596,000.00 |
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|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
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|
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|
|
New Tranche B Term Loan Lenders, |
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|
Including Designees of JPMorgan Chase Bank, N.A. |
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|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
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|
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|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
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|
WHITEHORSE I LTD. |
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|
Whitehorse Capital Partners LP |
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|
as Collateral Manager |
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/s/ Xxxxx Xxxxxxxxx |
|
|
Name: Xxxxx Xxxxxxxxx |
|
|
Title: Portfolio Manager |
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|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $1,995,000 |
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|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
|
|
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|
|
New Tranche B Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
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|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
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|
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|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
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|
|
FRANKLIN FLOATING RATE TRUST |
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Name: Xxxxxxx Xxx |
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Title: Vice President |
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|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $1,197,000.00 |
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|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
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|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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|
/s/ Xxxxxxx Xxx |
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|
Name: |
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Title: |
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|
|
|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
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|
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|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
|
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|
|
|
FRANKLIN FLOATING RATE MASTER |
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|
Name: Xxxxxxx Xxx |
|
|
Title: Vice President |
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|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $1,197,000.00 |
|
|
|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
|
|
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|
|
/s/ Xxxxxxx Xxx |
|
|
Name: |
|
|
Title: |
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|
|
|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
|
|
|
|
|
FRANKLIN CLO III, LIMITED |
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|
|
/s/ Xxxxx Xxxxxx |
|
|
Name: Xxxxx Xxxxxx |
|
|
Title: Vice President |
|
|
|
|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $798,000.00 |
|
|
|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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|
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|
|
Name: |
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Title: |
|
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|
|
|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
|
|
|
|
|
FRANKLIN CLO II, LIMITED |
|
|
/s/ Xxxxx Xxxxxx |
|
|
Name: Xxxxx Xxxxxx |
|
|
Title: Vice President |
|
|
|
|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $798,000.00 |
|
|
|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
|
|
|
|
|
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|
|
Name: |
|
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Title: |
|
|
|
|
|
Principal Amount of Tranche B Term |
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|
Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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PREMIUM LOAN TRUST I LTD. |
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/s/ Xxxxxxx X. Xxx Xxxx |
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Name: Xxxxxxx X. Xxx Xxxx |
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Title: Manager Director |
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Principal Amount of its |
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Existing Tranche B Term Loan: $997,500 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ 0 |
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Xxx Xxxxxxx X Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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General Electric Capital Corporation |
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/s/ Xxxxxxx X. Xxxxxxx |
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Name: Xxxxxxx X. Xxxxxxx |
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Title: Its Duly Authorized Signatory |
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Principal Amount of its |
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Existing Tranche B Term Loan: $15,960,000 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $0 |
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New Tranche B Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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CELERITY CLO LIMITED |
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By: |
TCW Advisors, Inc. |
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As Agent |
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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Name: Xxxxxxx X. Xxxxxx |
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Title: Managing Director |
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By: |
/s/ Xxxxxxxx X. Xxxxxx |
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Name: Xxxxxxxx X. Xxxxxx |
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Title: Managing Director |
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Principal Amount of its |
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Existing Tranche B Term Loan: $498,750 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ |
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New Tranche B Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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C-SQUARED CDO LTD. |
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By: |
TCW Advisors, Inc., as its Portfolio Manager |
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By: |
/s/ Xxxxxxxx X. Xxxxxx |
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Name: Xxxxxxxx X. Xxxxxx |
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Title: Managing Director |
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Principal Amount of its |
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Existing Tranche B Term Loan: $997,500 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ |
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New Tranche B Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
||
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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FIRST 2004-I CLO, LTD. |
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By: |
TCW Advisors, Inc., its Collateral Manager |
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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Name: Xxxxxxx X. Xxxxxx |
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Title: Managing Director |
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By: |
/s/ Xxxxxxxx X. Xxxxxx |
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Name: Xxxxxxxx X. Xxxxxx |
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Title: Managing Director |
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||
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Principal Amount of its |
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Existing Tranche B Term Loan: $2,244,375 |
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Additional Amount of Tranche B |
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|
Term Loan to be Purchased by It: $ |
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||
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||
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New Tranche B Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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||
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Principal Amount of Tranche B Term |
||
|
|
Loans to be Purchased by It: $ |
||
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
||
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||
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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FIRST 2004-II CLO, LTD. |
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By: |
TCW Advisors, Inc., its Collateral Manager |
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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Name: Xxxxxxx X. Xxxxxx |
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Title: Managing Director |
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By: |
/s/ Xxxxxxxx X. Xxxxxx |
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Name: Xxxxxxxx X. Xxxxxx |
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Title: Managing Director |
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||
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Principal Amount of its |
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Existing Tranche B Term Loan: $1,745,625 |
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Additional Amount of Tranche B |
||
|
|
Term Loan to be Purchased by It: $ |
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||
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||
|
|
New Tranche B Term Loan Lenders, |
||
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Including Designees of JPMorgan Chase Bank, N.A. |
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||
|
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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||
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Principal Amount of Tranche B Term |
||
|
|
Loans to be Purchased by It: $ |
||
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
||
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||
|
|
Existing Tranche B Term Loan Lenders |
||
|
|
Consenting to this First Amendment |
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||
|
|
Jefferson-Pilot Life Insurance Company |
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By: |
TCW Advisors, Inc., as its Investment Advisor |
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||
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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|
|
Name: Xxxxxxx X. Xxxxxx |
||
|
|
Title: Managing Director |
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||
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By: |
/s/ Xxxxxxxx X. Xxxxxx |
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|
|
Name: Xxxxxxxx X. Xxxxxx |
||
|
|
Title: Managing Director |
||
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|
|
||
|
|
Principal Amount of its |
||
|
|
Existing Tranche B Term Loan: $249,375 |
||
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||
|
|
Additional Amount of Tranche B |
||
|
|
Term Loan to be Purchased by It: $ |
||
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||
|
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|
||
|
|
New Tranche B Term Loan Lenders, |
||
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
||
|
|
|
||
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
||
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Title: |
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|
||
|
|
Principal Amount of Tranche B Term |
||
|
|
Loans to be Purchased by It: $ |
||
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
||
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|
||
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|
||
|
|
Existing Tranche B Term Loan Lenders |
||
|
|
Consenting to this First Amendment |
||
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||
|
|
LOAN FUNDING I LLC, a wholly owned |
||
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||
|
|
By: |
TCW Advisors, Inc., as portfolio manager of |
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||
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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|
|
Name: Xxxxxxx X. Xxxxxx |
||
|
|
Title: Managing Director |
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|
||
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By: |
/s/ Xxxxxxxx X. Xxxxxx |
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|
|
Name: Xxxxxxxx X. Xxxxxx |
||
|
|
Title: Managing Director |
||
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|
|
||
|
|
Principal Amount of its |
||
|
|
Existing Tranche B Term Loan: $1,496,250 |
||
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|
||
|
|
Additional Amount of Tranche B |
||
|
|
Term Loan to be Purchased by It: $ |
||
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|
|
||
|
|
New Tranche B Term Loan Lenders, |
||
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
||
|
|
|
||
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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||
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||
|
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Name: |
||
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Title: |
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|
||
|
|
Principal Amount of Tranche B Term |
||
|
|
Loans to be Purchased by It: $ |
||
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
||
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|
||
|
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|
||
|
|
Existing Tranche B Term Loan Lenders |
||
|
|
Consenting to this First Amendment |
||
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|
||
|
|
TCW Senior Secured Loan Fund |
||
|
|
By: |
TCW Advisors, Inc., as its Investment Advisor |
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|
|
|
||
|
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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|
|
Name: Xxxxxxx X. Xxxxxx |
||
|
|
Title: Managing Director |
||
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|
||
|
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By: |
/s/ Xxxxxxxx X. Xxxxxx |
|
|
|
Name: Xxxxxxxx X. Xxxxxx |
||
|
|
Title: Managing Director |
||
|
|
|
||
|
|
Principal Amount of its |
||
|
|
Existing Tranche B Term Loan: $997,500 |
||
|
|
|
||
|
|
Additional Amount of Tranche B |
||
|
|
Term Loan to be Purchased by It: $ |
||
|
|
|
||
|
|
|
||
|
|
New Tranche B Term Loan Lenders, |
||
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
||
|
|
|
||
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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||
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||
|
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Name: |
||
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Title: |
||
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||
|
|
Principal Amount of Tranche B Term |
||
|
|
Loans to be Purchased by It: $ |
||
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
||
|
|
|
||
|
|
Existing Tranche B Term Loan Lenders |
||
|
|
Consenting to this First Amendment |
||
|
|
|
||
|
|
VELOCITY CLO, LTD. |
||
|
|
By: |
TCW Advisors, Inc., its Collateral Manager |
|
|
|
|
||
|
|
By: |
/s/ Xxxxxxx X. Xxxxxx |
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|
|
Name: Xxxxxxx X. Xxxxxx |
||
|
|
Title: Managing Director |
||
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|
|
||
|
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By: |
/s/ Xxxxxxxx X. Xxxxxx |
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|
|
Name: Xxxxxxxx X. Xxxxxx |
||
|
|
Title: Managing Director |
||
|
|
|
||
|
|
Principal Amount of its |
||
|
|
Existing Tranche B Term Loan: $1,496,250 |
||
|
|
|
||
|
|
Additional Amount of Tranche B |
||
|
|
Term Loan to be Purchased by It: $ |
||
|
|
|
||
|
|
|
||
|
|
New Tranche B Term Loan Lenders, |
||
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
||
|
|
|
||
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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||
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||
|
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Name: |
||
|
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Title: |
||
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|
|
||
|
|
Principal Amount of Tranche B Term |
||
|
|
Loans to be Purchased by It: $ |
||
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
|
|
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|
|
Xxxxx Brothers Xxxxxxxx & Co. |
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|
|
|
|
/s/ Xxxx X. Xxxxxx |
|
|
Name: Xxxx X. Xxxxxx |
|
|
Title: Senior Vice President |
|
|
|
|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $6,982,499.98 |
|
|
|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ 0 |
|
|
|
|
|
|
|
|
Xxx Xxxxxxx X Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
|
|
|
|
|
|
|
|
Name: |
|
|
Title: |
|
|
|
|
|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, |
|
|
dated March 28, 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
|
|
|
|
|
Xxxxxxx Xxxxx Credit Partners, L.P. |
|
|
|
|
|
/s/ Xxxxx Xxxxxxx |
|
|
Name: Xxxxx Xxxxxxx |
|
|
Title: Authorized Signatory |
|
|
|
|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $1,655,850 |
|
|
|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
|
|
|
|
|
|
|
|
Name: |
|
|
Title: |
|
|
|
|
|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, |
|
|
dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
|
|
|
|
|
Xxxxxxx Xxxxx Capital, a division of Xxxxxxx Xxxxx |
|
|
|
|
|
/s/ Xxxx Xxxxx |
|
|
Name: Xxxx Xxxxx |
|
|
Title: Vice President |
|
|
|
|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $7,481,250.00 |
|
|
|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, |
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|
dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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BALLYROCK CDO I Limited |
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By: |
BALLYROCK Investment Advisors LLC, |
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as Collateral Manager |
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/s/ Xxxx Xxxxx |
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Name: Xxxx Xxxxx |
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Title: Assistant Treasurer |
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Principal Amount of its |
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Existing Tranche B Term Loan: $1,665,825 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ |
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New Tranche B Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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|
Loans to be Purchased by It: $ |
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|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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BALLYROCK CLO II Limited |
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By: |
BALLYROCK Investment Advisors LLC, |
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as Collateral Manager |
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/s/ Xxxx Xxxxx |
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Name: Xxxx Xxxxx |
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Title: Assistant Treasurer |
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|
Principal Amount of its |
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|
Existing Tranche B Term Loan: $1,665,825 |
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|
Additional Amount of Tranche B |
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|
Term Loan to be Purchased by It: $ |
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|
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|
|
|
New Tranche B Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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|
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|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
|
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|
Loans to be Purchased by It: $ |
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|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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|
Consenting to this First Amendment |
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Venture IV CDO Limited |
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By its investment advisor, MJX Asset Management |
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LLC |
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/s/ Xxxxxxx Xxxxxxx |
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Name: Xxxxxxx Xxxxxxx |
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Title: Director |
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|
Principal Amount of its |
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|
Existing Tranche B Term Loan: $997,500 |
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|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
|
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|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
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|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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|
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Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
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|
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|
Vista Leveraged Income Fund |
|
|
By its investment advisor, MJX Asset Management LLC |
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/s/ Xxxxxxx Xxxxxxx |
|
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Name: Xxxxxxx Xxxxxxx |
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|
Title: Director |
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|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $997,500 |
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|
|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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|
|
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Name: |
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Title: |
|
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|
|
|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
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|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
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|
Sequils-Centurion V, Ltd. |
|
|
By: American Express Asset Management Group, |
|
|
Inc. as Collateral Manager |
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|
|
/s/ Xxxxxxx X. Xxxx |
|
|
Name: Xxxxxxx X. Xxxx |
|
|
Title: Director-Operations |
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|
|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $897,750 |
|
|
|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
|
|
|
|
|
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|
|
Name: |
|
|
Title: |
|
|
|
|
|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
|
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|
|
|
Centurion CDO II, Ltd. |
|
|
By: American Express Asset Management Group, |
|
|
Inc. as Collateral Manager |
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|
|
/s/ Xxxxxxx X. Xxxx |
|
|
Name: Xxxxxxx X. Xxxx |
|
|
Title: Director-Operations |
|
|
|
|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $847,875 |
|
|
|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
|
|
|
|
|
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|
|
Name: |
|
|
Title: |
|
|
|
|
|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
|
|
|
|
|
Centurion CDO VI, Ltd. |
|
|
By: American Express Asset Management Group, |
|
|
Inc. as Collateral Manager |
|
|
|
|
|
/s/ Xxxxxxx X. Xxxx |
|
|
Name: Xxxxxxx X. Xxxx |
|
|
Title: Director-Operations |
|
|
|
|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $798,000 |
|
|
|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
|
|
|
|
|
|
|
|
Name: |
|
|
Title: |
|
|
|
|
|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
|
|
|
|
|
Centurion CDO VII, Ltd. |
|
|
By: American Express Asset Management Group, |
|
|
Inc. as Collateral Manager |
|
|
|
|
|
/s/ Xxxxxxx X. Xxxx |
|
|
Name: Xxxxxxx X. Xxxx |
|
|
Title: Director-Operations |
|
|
|
|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $2,194,500 |
|
|
|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
|
|
|
|
|
|
|
|
Name: |
|
|
Title: |
|
|
|
|
|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
|
|
|
|
|
Centurion CDO 8, Limited |
|
|
By: American Express Asset Management Group, |
|
|
Inc. as Collateral Manager |
|
|
|
|
|
/s/ Xxxxxxx X. Xxxx |
|
|
Name: Xxxxxxx X. Xxxx |
|
|
Title: Director-Operations |
|
|
|
|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $997,500 |
|
|
|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
|
|
|
|
|
|
|
|
Name: |
|
|
Title: |
|
|
|
|
|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
|
|
|
|
|
Denali Capital LLC, managing member of DC |
|
|
Funding Partners, portfolio manager for DENALI |
|
|
CAPITAL CLO I, LTD., or an affiliate |
|
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|
|
|
/s/ Xxxxxx X. Xxxxx |
|
|
Name: Xxxxxx X. Xxxxx |
|
|
Title: Managing Director |
|
|
|
|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $1,795,500 |
|
|
|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $TBD |
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
|
|
|
|
|
|
|
|
Name: |
|
|
Title: |
|
|
|
|
|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
|
|
|
|
|
Denali Capital LLC, managing member of DC |
|
|
Funding Partners, portfolio manager for DENALI |
|
|
CAPITAL CLO III, LTD., or an affiliate |
|
|
|
|
|
/s/ Xxxxxx X. Xxxxx |
|
|
Name: Xxxxxx X. Xxxxx |
|
|
Title: Managing Director |
|
|
|
|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $1,795,500 |
|
|
|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ XXX |
|
|
|
|
|
|
|
|
Xxx Xxxxxxx X Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
|
|
|
|
|
|
|
|
Name: |
|
|
Title: |
|
|
|
|
|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
|
|
|
|
|
Denali Capital LLC, managing member of DC |
|
|
Funding Partners, portfolio manager for DENALI |
|
|
CAPITAL CLO IV, LTD., or an affiliate |
|
|
|
|
|
/s/ Xxxxxx X. Xxxxx |
|
|
Name: Xxxxxx X. Xxxxx |
|
|
Title: Managing Director |
|
|
|
|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $1,396,500 |
|
|
|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ XXX |
|
|
|
|
|
|
|
|
Xxx Xxxxxxx X Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
|
|
|
|
|
|
|
|
Name: |
|
|
Title: |
|
|
|
|
|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
|
|
|
|
|
Xxxxxxxxxxx Senior Floating Rate Fund |
|
|
|
|
|
/s/ Xxxx Xxxxxxx |
|
|
Name: Xxxx Xxxxxxx |
|
|
Title: AVP |
|
|
|
|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $1,995,000.00 |
|
|
|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $0 |
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
|
|
|
|
|
|
|
|
Name: |
|
|
Title: |
|
|
|
|
|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
|
Consenting to this First Amendment |
|
|
|
|
|
|
|
Xxxxxxxxx/RMF Transatlantic CDO Ltd. |
|
|
|
By: |
Xxxxxxxxx Capital Partners LLC |
|
|
|
as its Collateral Manager |
|
|
|
|
|
|
/s/ [Illegible] |
|
|
|
Name: [Illegible] |
|
|
|
Title: Managing Partner |
|
|
|
|
|
|
|
Principal Amount of its |
|
|
|
Existing Tranche B Term Loan: $1,995,000.00 |
|
|
|
|
|
|
|
Additional Amount of Tranche B |
|
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
|
|
|
|
|
|
|
|
|
|
|
Name: |
|
|
|
Title: |
|
|
|
|
|
|
|
Principal Amount of Tranche B Term |
|
|
|
Loans to be Purchased by It: $ |
|
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
|
Consenting to this First Amendment |
|
|
|
|
|
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Xxxxxxxxx Modena CDO, Ltd. |
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By: |
Xxxxxxxxx Capital Partners, LLC |
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as its Asset Manager |
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/s/ [Illegible] |
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Name: [Illegible] |
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Title: Managing Partner |
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Principal Amount of its |
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Existing Tranche B Term Loan: $1,496,250.00 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ |
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New Tranche B Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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Xxxxxxxx CDO, Ltd. |
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By: |
Xxxxxxxxx Capital Partners LLC |
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As Its Collateral Manager |
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/s/ [Illegible] |
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Name: [Illegible] |
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Title: Managing Partner |
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Principal Amount of its |
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Existing Tranche B Term Loan: $1,496,250.00 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ |
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New Tranche B Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March 29, 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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BUSHNELL CBNA LOAN FUNDING LLC, FOR |
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ITSELF OR AS AGENT FOR BUSHNELL CFPI |
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LOAN FUNDING LLC |
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/s/ Xxxxxxx Xxxx |
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Name: Xxxxxxx Xxxx |
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Title: As Attorney-in-Fact |
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Principal Amount of its |
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Existing Tranche B Term Loan: $1,995,000 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $0 |
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New Tranche B Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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GSC PARTNERS CDO FUND V, LIMITED |
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By: GSCP (NJ), L.P, as Collateral Manager |
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/s/ Xxxxxxxxx Xxxxxx |
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Name: Xxxx Xxxxxx |
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Title: Authorized Signatory |
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Principal Amount of its |
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Existing Tranche B Term Loan: $1,995,000 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ |
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New Tranche B Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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WIND RIVER CLO I LTD. |
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/s/ Xxxxx X. Xxxxxxx |
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Name: Xxxxx X. Xxxxxxx |
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Title: Managing Director |
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Principal Amount of its |
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Existing Tranche B Term Loan: $997,500 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ |
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New Tranche B Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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|
Loans to be Purchased by It: $ |
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|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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Xxxxxx III - Leveraged Loan CDO 2002 |
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/s/ Xxxxxxx X. Xxxx |
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By Prudential Investment Management, Inc., as |
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Collateral Manager |
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Xxxxxxx X. Xxxx |
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Managing Director |
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Principal Amount of its |
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Existing Tranche B Term Loan: $3,990,000.00 |
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Additional Amount of Tranche B |
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|
Term Loan to be Purchased by It: $ |
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|
New Tranche B Term Loan Lenders, |
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|
Including Designees of JPMorgan Chase Bank, N.A. |
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|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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|
Principal Amount of Tranche B Term |
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|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
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Xxxxxx IV - Leveraged Loan CDO 2003 |
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/s/ Xxxxxxx X. Xxxx |
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By Prudential Investment Management, Inc., as |
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Collateral Manager |
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Xxxxxxx X. Xxxx |
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Managing Director |
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|
Principal Amount of its |
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|
Existing Tranche B Term Loan: $3,990,000.00 |
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|
|
Additional Amount of Tranche B |
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|
Term Loan to be Purchased by It: $ |
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|
|
|
|
|
New Tranche B Term Loan Lenders, |
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|
Including Designees of JPMorgan Chase Bank, N.A. |
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|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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|
Principal Amount of Tranche B Term |
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|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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|
Consenting to this First Amendment |
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Amam Group Pension Trust II for the Amam |
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Broadscope Pool |
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/s/ [Illegible] |
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Name: |
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Title: AT |
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Principal Amount of its |
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|
Existing Tranche B Term Loan: $997,500 |
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|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
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|
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|
|
|
|
|
New Tranche B Term Loan Lenders, |
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|
Including Designees of JPMorgan Chase Bank, N.A. |
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|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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|
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|
|
Existing Tranche B Term Loan Lenders |
|
|
|
Consenting to this First Amendment |
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|
Hewlett’s Island CDO, Ltd. |
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|
By: CypressTree Investment Management |
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Company, Inc., as Portfolio Manager |
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By: |
/s/ Xxxxxx Xxxxxxx |
|
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Name: Xxxxxx Xxxxxxx |
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|
|
Title: Managing Director |
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|
|
Principal Amount of its |
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|
|
Existing Tranche B Term Loan: $ |
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|
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|
|
Additional Amount of Tranche B |
|
|
|
Term Loan to be Purchased by It: $ |
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|
|
|
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|
|
|
New Tranche B Term Loan Lenders, |
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|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
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|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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|
Principal Amount of Tranche B Term |
|
|
|
Loans to be Purchased by It: $ |
|
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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|
|
Existing Tranche B Term Loan Lenders |
|
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|
Consenting to this First Amendment |
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|
XXXXXX STRAITS CLO 2004, LTD. |
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By Royal Bank of Canada as Collateral Manager |
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By: |
/s/ Xxxxxxx Xxxxxx |
|
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Name: Xxxxxxx Xxxxxx |
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|
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Title: Authorized Signatory |
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|
|
|
|
Principal Amount of its |
|
|
|
Existing Tranche B Term Loan: $3,990,000 |
|
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|
|
|
|
Additional Amount of Tranche B |
|
|
|
Term Loan to be Purchased by It: $ |
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|
|
|
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|
|
|
New Tranche B Term Loan Lenders, |
|
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
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|
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|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
|
|
|
Loans to be Purchased by It: $ |
|
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
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|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
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|
Consenting to this First Amendment |
|
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|
GRANITE VENTURES I LTD. |
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By: |
Stone Tower Debt Advisors LLC |
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|
as its Collateral Manager |
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By: |
/s/ [Illegible] |
|
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Name: |
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|
|
Title: Authorized Signatory |
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|
|
|
|
|
Principal Amount of its |
|
|
|
Existing Tranche B Term Loan: $1,995,000 |
|
|
|
|
|
|
|
Additional Amount of Tranche B |
|
|
|
Term Loan to be Purchased by It: $ |
|
|
|
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|
|
|
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|
|
|
New Tranche B Term Loan Lenders, |
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|
Including Designees of JPMorgan Chase Bank, N.A. |
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|
|
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|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
|
|
|
Loans to be Purchased by It: $ |
|
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
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|
|
Existing Tranche B Term Loan Lenders |
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|
Consenting to this First Amendment |
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|
Azur Funding |
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|
/s/ Xxxxx Xxxxxxxx |
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Name: Xxxxx Xxxxxxxx |
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Title: Director |
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|
|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $13,965,000 |
|
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|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
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|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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|
|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March 29, 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
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|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
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|
Consenting to this First Amendment |
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|
CYPRESSTREE CLAIF FUNDING LLC |
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By: |
/s/ Xxxxxxxx X. Xxxxxxx |
|
|
Name: Xxxxxxxx X. Xxxxxxx |
|
|
|
Title: Assistant Vice President |
|
|
|
|
|
|
|
Principal Amount of its |
|
|
|
Existing Tranche B Term Loan: $997,500 |
|
|
|
|
|
|
|
Additional Amount of Tranche B |
|
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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|
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|
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|
|
Name: |
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|
|
Title: |
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|
|
|
|
|
|
Principal Amount of Tranche B Term |
|
|
|
Loans to be Purchased by It: $ |
|
|
|
Signature Page to the First Amendment, dated March 29, 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
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|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
|
Consenting to this First Amendment |
|
|
|
|
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|
|
HARBOUR TOWN FUNDING LLC |
|
|
|
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|
|
By: |
/s/ Xxxxxxxx X. Xxxxxxx |
|
|
Name: Xxxxxxxx X. Xxxxxxx |
|
|
|
Title: Assistant Vice President |
|
|
|
|
|
|
|
Principal Amount of its |
|
|
|
Existing Tranche B Term Loan: $907,870.33 |
|
|
|
|
|
|
|
Additional Amount of Tranche B |
|
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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|
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|
|
Name: |
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Title: |
|
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|
|
|
|
|
Principal Amount of Tranche B Term |
|
|
|
Loans to be Purchased by It: $ |
|
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
|
|
|
|
|
Sankaty Advisors, LLC as Collateral Manager for |
|
|
Castle Hill II - INGOTS, Ltd., as Term Lender |
|
|
|
|
|
/s/ Xxxxxxx Xxxxxxx |
|
|
Name: Xxxxxxx Xxxxxxx |
|
|
Title: Senior Vice President |
|
|
|
|
|
Principal Amount of its |
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|
Existing Tranche B Term Loan: $1,815,740.68 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ |
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|
New Tranche B Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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Sankaty Advisors, Inc., as Collateral Manager for |
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Xxxxx Point CBO 1999-1 LTD., as Term Lender |
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/s/ Xxxxxxx Xxxxxxx |
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Name: Xxxxxxx Xxxxxxx |
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Title: Senior Vice President |
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Principal Amount of its |
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Existing Tranche B Term Loan: $907,220.31 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ |
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|
New Tranche B Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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Sankaty Advisors, LLC as Collateral Manager for |
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Castle Hill III CLO, Limited, as Term Lender |
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/s/ Xxxxxxx Xxxxxxx |
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Name: Xxxxxxx Xxxxxxx |
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Title: Senior Vice President |
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Principal Amount of its |
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|
Existing Tranche B Term Loan: $907,870.43 |
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|
Additional Amount of Tranche B |
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|
Term Loan to be Purchased by It: $ |
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|
New Tranche B Term Loan Lenders, |
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|
Including Designees of JPMorgan Chase Bank, N.A. |
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|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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|
Loans to be Purchased by It: $ |
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|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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|
|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
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|
Sankaty Advisors, LLC as Collateral Manager for |
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Race Point CLO, Limited, as Term Lender |
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|
/s/ Xxxxxxx Xxxxxxx |
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|
Name: Xxxxxxx Xxxxxxx |
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Title: Senior Vice President |
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|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $907,870.43 |
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|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
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|
|
|
|
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|
|
New Tranche B Term Loan Lenders, |
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|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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|
Principal Amount of Tranche B Term |
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|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
|
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|
|
|
Sankaty Advisors, LLC as Collateral Manager for |
|
|
Race Point II CLO, Limited, as Term Lender |
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|
|
/s/ Xxxxxxx Xxxxxxx |
|
|
Name: Xxxxxxx Xxxxxxx |
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Title: Senior Vice President |
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|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $907,810.43 |
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|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
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|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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|
|
|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
|
|
|
|
|
Sankaty Advisors, LLC as Collateral Manager for |
|
|
Castle Hill I - INGOTS, Ltd., as Term Lender |
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|
|
/s/ Xxxxxxx Xxxxxxx |
|
|
Name: Xxxxxxx Xxxxxxx |
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|
Title: Senior Vice President |
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|
|
|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $907,870.43 |
|
|
|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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|
|
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|
|
Name: |
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|
Title: |
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|
|
|
|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
|
|
|
|
|
Sankaty Advisors, LLC as Collateral Manager for |
|
|
Loan Funding XI LLC, as Term Lender |
|
|
|
|
|
/s/ Xxxxxxx Xxxxxxx |
|
|
Name: Xxxxxxx Xxxxxxx |
|
|
Title: Senior Vice President |
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|
|
|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $1,118,569.06 |
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|
|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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|
|
|
|
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|
|
Name: |
|
|
Title: |
|
|
|
|
|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
|
|
|
|
|
LONG LANE MASTER TRUST IV |
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|
/s/ Xxx X. Xxxxxx |
|
|
Name: Xxx X. Xxxxxx |
|
|
Title: Authorized Agent |
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|
|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $2,507,607.58 |
|
|
|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
|
|
|
|
|
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|
|
Name: |
|
|
Title: |
|
|
|
|
|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
|
|
|
|
|
By: Callidus Debt Partners CDO Fund I, Ltd. |
|
|
By: Its Collateral Manager |
|
|
Callidus Capital Management, LLC |
|
|
|
|
|
/s/ Xxxxx Xxxxxxx |
|
|
Name: Xxxxx Xxxxxxx |
|
|
Title: Senior Managing Director |
|
|
|
|
|
Principal Amount of its |
|
|
Existing Tranche B Term Loan: $997,500 |
|
|
|
|
|
Additional Amount of Tranche B |
|
|
Term Loan to be Purchased by It: $ - |
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
|
|
|
|
|
|
|
|
Name: |
|
|
Title: |
|
|
|
|
|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
|
Consenting to this First Amendment |
|
|
|
|
|
|
|
SENIOR DEBT PORTFOLIO |
|
|
|
By: |
Boston Management and Research as |
|
|
|
Investment Advisor |
|
|
|
|
|
|
/s/ Payson X. Xxxxxxxxx |
|
|
|
Name: Payson X. Xxxxxxxxx |
|
|
|
Title: Vice President |
|
|
|
|
|
|
|
Principal Amount of its |
|
|
|
Existing Tranche B Term Loan: $2,443,875 |
|
|
|
|
|
|
|
Additional Amount of Tranche B |
|
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
|
|
|
|
|
|
|
|
|
|
|
Name: |
|
|
|
Title: |
|
|
|
|
|
|
|
Principal Amount of Tranche B Term |
|
|
|
Loans to be Purchased by It: $ |
|
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
|
Consenting to this First Amendment |
|
|
|
|
|
|
|
XXXXX XXXXX SENIOR INCOME TRUST |
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|
|
By: |
XXXXX XXXXX MANAGEMENT |
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|
|
AS INVESTMENT ADVISOR |
|
|
|
|
|
|
/s/ Payson X. Xxxxxxxxx |
|
|
|
Name: Payson X. Xxxxxxxxx |
|
|
|
Title: Vice President |
|
|
|
|
|
|
|
Principal Amount of its |
|
|
|
Existing Tranche B Term Loan: $922,687.50 |
|
|
|
|
|
|
|
Additional Amount of Tranche B |
|
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
|
|
|
|
|
|
|
|
|
|
|
Name: |
|
|
|
Title: |
|
|
|
|
|
|
|
Principal Amount of Tranche B Term |
|
|
|
Loans to be Purchased by It: $ |
|
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
|
Consenting to this First Amendment |
|
|
|
|
|
|
|
XXXXX XXXXX INSTITUTIONAL SENIOR |
|
|
|
By: |
XXXXX XXXXX MANAGEMENT |
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|
|
AS INVESTMENT ADVISOR |
|
|
|
|
|
|
/s/ Payson X. Xxxxxxxxx |
|
|
|
Name: Payson X. Xxxxxxxxx |
|
|
|
Title: Vice President |
|
|
|
|
|
|
|
Principal Amount of its |
|
|
|
Existing Tranche B Term Loan: $1,346,625 |
|
|
|
|
|
|
|
Additional Amount of Tranche B |
|
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
|
|
|
|
|
|
|
|
|
|
|
Name: |
|
|
|
Title: |
|
|
|
|
|
|
|
Principal Amount of Tranche B Term |
|
|
|
Loans to be Purchased by It: $ |
|
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
|
Consenting to this First Amendment |
|
|
|
|
|
|
|
COSTANTINUS XXXXX XXXXX CDO V, LTD. |
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|
|
By: |
XXXXX XXXXX MANAGEMENT |
|
|
|
AS INVESTMENT ADVISOR |
|
|
|
|
|
|
/s/ Payson X. Xxxxxxxxx |
|
|
|
Name: Payson X. Xxxxxxxxx |
|
|
|
Title: Vice President |
|
|
|
|
|
|
|
Principal Amount of its |
|
|
|
Existing Tranche B Term Loan: $783,037.50 |
|
|
|
|
|
|
|
Additional Amount of Tranche B |
|
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
|
|
|
|
|
|
|
|
|
|
|
Name: |
|
|
|
Title: |
|
|
|
|
|
|
|
Principal Amount of Tranche B Term |
|
|
|
Loans to be Purchased by It: $ |
|
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
|
Consenting to this First Amendment |
|
|
|
|
|
|
|
XXXXX XXXXX CDO VI LTD. |
|
|
|
|
|
|
|
By: |
XXXXX XXXXX MANAGEMENT |
|
|
|
AS INVESTMENT ADVISOR |
|
|
|
|
|
|
/s/ Payson X. Xxxxxxxxx |
|
|
|
Name: Payson X. Xxxxxxxxx |
|
|
|
Title: Vice President |
|
|
|
|
|
|
|
Principal Amount of its |
|
|
|
Existing Tranche B Term Loan: $783,037.50 |
|
|
|
|
|
|
|
Additional Amount of Tranche B |
|
|
|
Term Loan to be Purchased by It: $ |
|
|
|
|
|
|
|
|
|
|
|
New Tranche B Term Loan Lenders, |
|
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
|
|
|
|
|
|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
|
|
|
|
|
|
|
|
|
|
|
Name: |
|
|
|
Title: |
|
|
|
|
|
|
|
Principal Amount of Tranche B Term |
|
|
|
Loans to be Purchased by It: $ |
|
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
|
|
|
|
|
|
Existing Tranche B Term Loan Lenders |
|
|
|
Consenting to this First Amendment |
|
|
|
|
|
|
|
XXXXXXX & CO. |
|
|
|
|
|
|
|
By: |
BOSTON MANAGEMENT AND |
|
|
|
RESEARCH AS INVESTMENT ADVISOR |
|
|
|
|
|
|
/s/ Payson X. Xxxxxxxxx |
|
|
|
Name: Payson X. Xxxxxxxxx |
|
|
|
Title: Vice President |
|
|
|
|
|
|
|
Principal Amount of its |
|
|
|
Existing Tranche B Term Loan: $6,105,950 |
|
|
|
|
|
|
|
Additional Amount of Tranche B |
|
|
|
Term Loan to be Purchased by It: $ |
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New Tranche B Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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THE NORINCHUKIN BANK, NEW YORK |
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BRANCH, through State Street Bank and Trust |
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Company N.A. as Fiduciary Custodian |
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By: Xxxxx Xxxxx Management, Attorney-in-fact |
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/s/ Payson X. Xxxxxxxxx |
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Name: Payson X. Xxxxxxxxx |
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Title: Vice President |
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Principal Amount of its |
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Existing Tranche B Term Loan: $1,632,162.52 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ |
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New Tranche B Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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XXXXX XXXXX |
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LIMITED DURATION INCOME FUND |
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By: |
XXXXX XXXXX MANAGEMENT |
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AS INVESTMENT ADVISOR |
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/s/ Payson X. Xxxxxxxxx |
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Name: Payson X. Xxxxxxxxx |
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Title: Vice President |
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Principal Amount of its |
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Existing Tranche B Term Loan: $847,875 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ |
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New Tranche B Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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[ILLEGIBLE] |
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By: |
XXXXX XXXXX MANAGEMENT |
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AS INVESTMENT ADVISOR |
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/s/ Payson X. Xxxxxxxxx |
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Name: Payson X. Xxxxxxxxx |
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Title: Vice President |
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Principal Amount of its |
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Existing Tranche B Term Loan: $249,375 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ |
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New Tranche B Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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XXXXX XXXXX SENIOR FLOATING-RATE TRUST |
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By: |
XXXXX XXXXX MANAGEMENT |
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AS INVESTMENT ADVISOR |
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/s/ Payson X. Xxxxxxxxx |
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Name: Payson X. Xxxxxxxxx |
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Title: Vice President |
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Principal Amount of its |
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Existing Tranche B Term Loan: $1,319,187.50 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ |
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New Tranche B Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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Loans to be Purchased by It: $ |
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|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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XXXXX XXXXX FLOATING-RATE INCOME TRUST |
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By: |
XXXXX XXXXX MANAGEMENT |
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AS INVESTMENT ADVISOR |
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/s/ Payson X. Xxxxxxxxx |
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Name: Payson X. Xxxxxxxxx |
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Title: Vice President |
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Principal Amount of its |
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Existing Tranche B Term Loan: $922,687.50 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ |
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New Tranche B Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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|
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
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|
|
Loans to be Purchased by It: $ |
|
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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|
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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Nationwide Life Insurance Company Separate |
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Account-B Retirement |
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/s/ Xxxxxx X. Xxxxxxx |
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Name: Xxxxxx X. Xxxxxxx |
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Title: Associate Vice President |
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Public Bonds |
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Principal Amount of its |
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|
Existing Tranche B Term Loan: $907,870.34 |
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Additional Amount of Tranche B |
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|
Term Loan to be Purchased by It: $0 |
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|
|
New Tranche B Term Loan Lenders, |
|
|
Including Designees of JPMorgan Chase Bank, N.A. |
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|
|
[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
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Nationwide Mutual Insurance Company |
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/s/ Xxxxxx X. Xxxxxxx |
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|
Name: Xxxxxx X. Xxxxxxx |
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|
Title: Associate Vice President |
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Public Bonds |
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Principal Amount of its |
|
|
Existing Tranche B Term Loan: $10,679,132.59 |
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Additional Amount of Tranche B |
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|
Term Loan to be Purchased by It: $ 0 |
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Xxx Xxxxxxx X Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
|
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|
|
Existing Tranche B Term Loan Lenders |
|
|
Consenting to this First Amendment |
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Nationwide Life Insurance Company |
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/s/ Xxxxxx X. Xxxxxxx |
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Name: Xxxxxx X. Xxxxxxx |
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Title: Associate Vice President |
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Public Bonds |
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Principal Amount of its |
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|
Existing Tranche B Term Loan: $1,879,247.09 |
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Additional Amount of Tranche B |
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|
Term Loan to be Purchased by It: $0 |
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New Tranche B Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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Name: |
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Title: |
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|
Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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ACA CLO 2005-1, Limited |
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/s/ [Illegible] |
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Name: |
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Title: |
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Principal Amount of its |
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Existing Tranche B Term Loan: $1,000,000 |
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Additional Amount of Tranche B |
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|
Term Loan to be Purchased by It: $1,000,000 |
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New Tranche B Term Loan Lenders, |
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Including Designees of JPMorgan Chase Bank, N.A. |
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[NAME OF TRANCHE B TERM LOAN LENDER] |
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/s/ [Illegible] |
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Name: |
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Title: |
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Principal Amount of Tranche B Term |
|
|
Loans to be Purchased by It: $ |
|
|
Signature Page to the First Amendment, dated March , 2005, to the Amended and Restated Credit Agreement, dated as of November 4, 2004, among NATIONAL MENTOR HOLDINGS, INC., NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions parties thereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent for the Lenders thereunder, and the other Agents parties thereto |
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Existing Tranche B Term Loan Lenders |
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Consenting to this First Amendment |
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Oasis Collateralized High Income Portfolios-I Ltd. |
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By: |
Patriarch Partners XIII, LLC |
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Its Managing Agent |
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/s/ Xxxx Xxxxxx |
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Name: Xxxx Xxxxxx |
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Title: Manager |
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Principal Amount of its |
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Existing Tranche B Term Loan: $249,375.00 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ 0 |
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Aeries Finance-II Ltd. |
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By: |
Patriarch Partners X, LLC |
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Its Managing Agent |
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/s/ Xxxx Xxxxxx |
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Name: Xxxx Xxxxxx |
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Title: Manager |
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Principal Amount of its |
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Existing Tranche B Term Loan: $249,375.00 |
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Additional Amount of Tranche B |
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Term Loan to be Purchased by It: $ 0 |
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EXHIBIT A
FORM OF LENDER CONSENT LETTER
NATIONAL MENTOR, INC.
AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF NOVEMBER 4, 2004
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To: |
JPMorgan Chase Bank, N.A., |
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as Administrative Agent |
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000 Xxxx Xxxxxx |
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|
Xxx Xxxx, Xxx Xxxx 00000 |
Ladies and Gentlemen:
Reference is made to that certain AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 4, 2004 (the “Credit Agreement”; the terms defined therein being used herein as therein defined), among NATIONAL MENTOR HOLDINGS, INC. (“Holdings”), NATIONAL MENTOR, INC. (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), DYMAS FUNDING COMPANY, LLC, GENERAL ELECTRIC CAPITAL CORPORATION, XXXXXXX XXXXX CAPITAL and UBS SECURITIES LLC, as co-documentation agents, BANK OF AMERICA, N.A., as syndication agent, and JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent.
The undersigned, being a Tranche B Term Loan Lender, consents to amend the provisions of the Credit Agreement solely on the terms described in the First Amendment, dated as of March , 2005, substantially in the form delivered to the undersigned Lender on or prior to the date hereof.
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Dated: March , 2005 |
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Very truly yours, |
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(NAME OF LENDER) |
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By: |
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Name: |
||
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Title: |
||
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||||
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||||
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Principal Amount of its |
||||
|
Existing Tranche B Term Loan: $ |
||||
|
|
||||
|
Additional Amount of Tranche B |
||||
|
Term Loan to be Purchased by It: $ |
||||
EXHIBIT B
ACKNOWLEDGMENT AND CONFIRMATION
1. Reference is made to First Amendment, dated as of March , 2005 (the “First Amendment”), to the Amended and Restated Credit Agreement, dated as of November 4, 2004 (the “Credit Agreement”), among National Mentor Holdings, Inc., a Delaware corporation, National Mentor, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions parties thereto (the “Existing Lenders” and, together with the Replacement Tranche B Term Loan Lenders (as defined in the First Amendment), the “Lenders”), JPMorgan Chase Bank, N.A. as administrative agent for the Lenders thereunder (in such capacity, the “Administrative Agent”), and the other Agents parties thereto. Unless otherwise defined herein, capitalized terms that are defined in the Credit Agreement are used herein as therein defined.
2. Each of the parties hereto hereby confirms that the Replacement Tranche B Term Loans made under the Credit Agreement pursuant to the First Amendment are “Obligations” that are guaranteed pursuant to the Guarantee and Security Agreement in accordance with its terms and agrees that such party’s obligations under the Guarantee and Security Agreement shall remain in full force and effect after giving effect to the First Amendment.
3. THIS ACKNOWLEDGMENT AND CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
4. This Acknowledgment and Confirmation may be executed by one or more of the parties hereto on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
[rest of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgement and Confirmation to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
|
|
NATIONAL MENTOR HOLDINGS, INC. |
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By: |
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Name: |
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Title: |
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||
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SUBSIDIARY GUARANTORS |
||
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NATIONAL MENTOR, LLC |
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NATIONAL MENTOR SERVICES, LLC |
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REHABILITATION ACHIEVEMENT CENTER, INC. |
||
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|
CAROLINA BEHAVIORAL SERVICES, LLC |
||
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REM CONSULTING OF OHIO, INC. |
||
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CENTER FOR COMPREHENSIVE SERVICES, INC. |
||
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FIRST STEP INDEPENDENT LIVING PROGRAM, INC. |
||
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XXXXXXXX XXXX ENTERPRISES, INC. |
||
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ILLINOIS MENTOR, INC. |
||
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SOUTH CAROLINA MENTOR, INC. |
||
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MASSACHUSETTS MENTOR, INC. |
||
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OHIO MENTOR, INC. |
||
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NATIONAL MENTOR HEALTHCARE, LLC |
||
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UNLIMITED QUEST, INC. |
||
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|
XXXX’X LIBERTY HOMES, INC. |
||
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FAMILY ADVOCACY SERVICES, LLC |
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REM, INC. |
||
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REM ARIZONA, INC. |
||
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REM ARIZONA REHABILITATION, INC. |
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REM ATLANTIC, INC. |
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REM CENTRAL LAKES, INC. |
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By: |
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Name: |
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Title: |
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REM COLORADO, INC. |
||
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REM COMMUNITY OPTIONS, INC. |
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REM CONNECTICUT COMMUNITY SERVICES, INC. |
||
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REM CONSULTING & SERVICES, INC. |
||
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REM COUNCIL BLUFFS, INC. |
||
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REM DEVELOPMENTAL SERVICES, INC. |
||
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REM HEALTH, INC. |
||
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REM HEALTH OF IOWA, INC, |
||
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REM HEALTH OF WISCONSIN, INC. |
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MENTOR MARYLAND, INC. |
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REM HEALTH OF WISCONSIN II, INC. |
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REM HEARTLAND, INC. |
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REM HENNEPIN, INC. |
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REM HOME HEALTH, INC. |
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REM INDIANA, INC. |
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REM INDIANA COMMUNITY SERVICES, INC. |
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REM INDIANA COMMUNITY SERVICES II, INC. |
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REM IOWA COMMUNITY SERVICES, INC. |
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REM IOWA, INC. |
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REM LEADWAY, INC. |
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REM MANAGEMENT, INC. |
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REM MARYLAND, INC. |
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REM MINNESOTA COMMUNITY SERVICES, INC. |
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REM MINNESOTA, INC. |
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REM NEVADA, INC. |
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REM NEW JERSEY, INC. |
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REM NORTH DAKOTA, INC. |
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REM NORTH STAR, INC. |
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REM OHIO, INC. |
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REM OHIO WAIVERED SERVICES, INC. |
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REM OKLAHOMA COMMUNITY SERVICES, INC. |
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REM PENNSYLVANIA COMMUNITY SERVICES, INC. |
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XXX XXXXXX, INC. |
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REM RIVER BLUFFS, INC. |
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REM SILS OF IOWA, INC. |
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REM SOUTH CENTRAL SERVICES, INC. |
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REM SOUTHWEST SERVICES, INC. |
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REM UTAH, INC. |
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REM WEST VIRGINIA, INC. |
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REM WISCONSIN, INC. |
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REM WISCONSIN II, INC. |
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REM WISCONSIN III, INC. |
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REM WOODVALE, INC. |
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NATIONAL MENTOR SERVICES, INC. |
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NATIONAL MENTOR SERVICES LLC |
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MENTOR MANAGEMENT, INC. |
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By: |
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