Exhibit 10.2
AMENDMENT XX. 0
XXXXXXXXX XX. 0 (this "Amendment"), dated as of September 26, 2005, to
that certain Credit Agreement, dated as of February 24, 2005 (the "Credit
Agreement"; capitalized terms used herein and not defined shall have the
meanings set forth in the Credit Agreement), among SELECT MEDICAL HOLDINGS
CORPORATION ("Holdings"), SELECT MEDICAL CORPORATION (the "Borrower"), JPMORGAN
CHASE BANK, N.A., as Administrative Agent and Collateral Agent (the
"Administrative Agent" and the "Collateral Agent" respectively), WACHOVIA BANK,
NATIONAL ASSOCIATION, as Syndication Agent, XXXXXXX LYNCH, PIERCE, XXXXXX &
XXXXX INCORPORATED and CIBC INC., as Co-Documentation Agents, and the several
banks and other financial institutions from time to time party thereto as
lenders (the "Lenders").
WITNESSETH:
WHEREAS, Section 9.02 of the Credit Agreement permits the Credit
Agreement to be amended from time to time;
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION ONE. Amendments.
(a) Section 1.01 of the Credit Agreement is hereby amended as follows:
(1) by inserting the definitions of the following terms in the
appropriate alphabetical order:
"Qualified Holdings Floating Rate Notes" means the Senior Floating
Rate Notes due 2015 to be issued by Holdings (and not supported by any
Guarantee) in the aggregate principal amount of up to $175,000,000 and the
Indebtedness represented thereby."
"Qualified Holdings Floating Rate Notes Documents" means the indenture
in respect of the Qualified Holdings Floating Rate Notes and all other
instruments, agreements and other documents evidencing or governing the
Qualified Holdings Floating Rate Notes."
"Long Term Incentive Plan" means the Select Medical Holdings
Corporation Long-Term Cash Incentive Plan as amended and as in effect on
September 29, 2005.
-2-
(2) by deleting the words "that has not been" in clause (a) of
the definition of "Available Amount",
(3) in the definition of the term "Consolidated EBITDA", by (i)
replacing the words "the Borrower and its subsidiaries" with the words
"the Borrower, its subsidiaries and, solely for the purposes of
calculating the Interest Expense Coverage Ratio under Section 6.12,
Holdings," in clause (a)(i), (ii) replacing "and (xi)" in clause (a)
with ", (xi)" and (iii) inserting at the end of clause (a)(xi) the
words "(xii) solely for purposes of determining compliance with the
Financial Performance Covenants, (A) any non-recurring fees, cash
charges or other cash expenses incurred in connection with the
issuance of the Qualified Holdings Floating Rate Notes and any related
transactions in an aggregate amount not to exceed $4.0 million and (B)
any payment required to be made under the Long Term Incentive Plan in
an aggregate amount not to exceed $14.3 million, solely as a result of
Restricted Payments made by Holdings pursuant to 6.08(a)(xvi)",
(4) by inserting the words "Qualified Holdings Floating Rate
Notes Documents," after the words "Senior Subordinated Notes
Documents" in clause (e) of the definition of "Change in Control", and
(5) by deleting clause (f) in the definition of the term
"Transactions" and replacing it with "(f) the execution, delivery and
performance by each Loan Party of the Senior Subordinated Notes
Documents and, for purposes of Article III, the Qualified Holdings
Floating Rate Notes Documents to which it is to be a party, the
issuance of the Senior Subordinated Notes and, for purposes of Article
III, the Qualified Holdings Floating Rate Notes and the use of the
proceeds thereof,".
(b) Section 5.01(d) of the Credit Agreement is hereby amended by
inserting "commencing with the delivery of audited financial statements of the
Borrower for the fiscal year ended December 31, 2005," before the word
"concurrently";
(c) Section 6.01(a) of the Credit Agreement is hereby amended by (1)
deleting "and" at the end of clause (xvii), (2) replacing the period at the end
of clause (xviii) with "; and" and (c) inserting the following at the end
thereof:
"(xix) in the case of Holdings, the Qualified Holdings Floating Rate
Notes."
(d) Section 6.03(c) is hereby amended by (a) adding a closing
parenthesis after the word "thereto" and before the period at the end thereof
and (b) inserting a new sentence at the end thereof as follows:
-3-
"Notwithstanding the foregoing, Holdings shall be permitted to enter
into transactions, engage in activities and maintain assets or incur
liabilities in respect of the Qualified Holdings Floating Rate Notes or
Swap Agreements related to Indebtedness of Holdings permitted hereunder."
(e) Section 6.07 is hereby amended by inserting "Holdings," before the
words "the Borrower" in clause (b) thereof.
(f) Section 6.08(a) of the Credit Agreement is amended by (i)
replacing clause (ix) thereof with the following:
"(ix) the Borrower may make Restricted Payments to Holdings in an
amount necessary to permit Holdings to pay (or to make Restricted Payments
to allow a Parent to pay) interest in cash (including interest previously
paid "in kind" or added to the principal amount thereof) on (x) Qualified
Holdings Floating Rate Notes, (y) Holdings Senior Subordinated Notes or (z)
additional Qualified Holdings Debt, but, in the case of this clause (z),
only to the extent the proceeds (together with a pro rata portion of
related transaction expenses paid from such proceeds) of such additional
Qualified Holdings Debt were used to make Capital Expenditures (without
giving effect to the proviso in the definition of the term "Capital
Expenditures"), prepay Tranche B Term Loans, make Investments pursuant to
Section 6.04(xvii) or repay, redeem, defease or otherwise refinance the
Holdings Senior Subordinated Notes (or any Qualified Holdings Debt
previously issued hereunder) or were Otherwise Applied, provided that (A)
the Borrower has made all prepayments required pursuant to Section 2.11(d)
prior to or contemporaneously with any such payment of interest, (B) no
Default has occurred and is continuing or would result therefrom and (C)
all Restricted Payments made pursuant to this clause (ix) are used by
Holdings or a Parent for the purposes specified herein within 20 days of
receipt thereof;"
(ii) deleting the word "and" at the end of clause (xiv), (iii)
replacing the period at the end of clause (xv) with a semicolon and by
inserting new clauses (xvi) and (xvii) as follows:
"(xvi) Holdings may make Restricted Payments with the Net Proceeds
received by Holdings from any issuance of the Qualified Holdings Floating
Rate Notes to the extent such Net Proceeds are not contributed or otherwise
received by the Borrower or any of the Subsidiaries; provided that no
Default or Event of Default has occurred and is continuing or would result
therefrom; and
(xvii) the Borrower may make Restricted Payments to Holdings in
amounts up to (i) $4.0 million to pay fees and expenses in connection with
the issuance of the Qualified Holdings Floating Rate Notes and (ii) $14.3
million to pay obligations due under the Long Term Incentive Plan solely as
a result of Restricted Payments made
-4-
pursuant to clause (xvi) above; provided that (A) no Default or Event of
Default has occurred and is continuing or would result therefrom and (B)
such Restricted Payments are used by Holdings for the purposes specified
herein within 20 days of receipt thereof."
(g) Section 6.10(b) is hereby amended by inserting the words
"Qualified Holdings Debt, Qualified Holdings Floating Rate Notes Document" after
the words "Senior Subordinated Notes Document" in clause (i) thereof.
SECTION TWO. Conditions to Effectiveness. This Amendment shall become
effective as of the date (the "Effective Date") when, and only when, (a) the
Administrative Agent shall have received counterparts of this Amendment executed
by the Borrower and the Required Lenders and (b) the Borrower has paid to the
Administrative Agent for the account of each Lender which shall have executed
this Amendment, an amendment fee equal to 0.05% of such Lender's Tranche B
Commitments and Revolving Commitments. The effectiveness of this Amendment
(other than Sections Five, Six and Seven hereof) is conditioned upon the
accuracy of the representations and warranties set forth in Section Three
hereof.
SECTION THREE. Representations and Warranties. In order to induce the
Lenders and the Administrative Agent to enter into this Amendment, the Borrower
represents and warrants to each of the Lenders and the Administrative Agent
that, after giving effect to this Amendment, and both before and after giving
effect to the transactions contemplated by this Amendment
(a) no Default or Event of Default has occurred and is continuing; and
(b) each of the representations and warranties made by each of the
Loan Parties in or pursuant to the Loan Documents are true and correct in all
material respects on and as of the date hereof as if made on the date hereof
(or, if any such representation or warranty is expressly stated to have been
made as of a specific date, as of such specific date).
SECTION FOUR. Reference to and Effect on the Loan Documents. On and
after the Effective Date, each reference in the Credit Agreement to "this
Agreement," "hereunder," "hereof" or words of like import referring the Credit
Agreement, and each reference in the Notes and each of the other Loan Documents
to "the Credit Agreement," "thereunder," "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Amendment. The Credit Agreement, the Notes and
each of the other Loan Documents, as specifically amended by this Amendment, are
and shall continue to be in full force and effect. The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any Lender or any Agent
under any of the Loan Documents, nor constitute a waiver of any provision of any
of the Loan Documents.
-5-
SECTION FIVE. Costs, Expenses and Taxes. The Borrower agrees to pay
all reasonable out-of-pocket expenses incurred by the Administrative Agent in
connection with the preparation, execution and delivery of this Amendment and
the other instruments and documents to be delivered hereunder, if any
(including, without limitation, the reasonable fees, charges and disbursements
of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel to the Lenders) in accordance with the
terms of Section 9.03 of the Credit Agreement.
SECTION SIX. Execution in Counterparts. This Amendment may be executed
in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. Delivery of an executed counterpart of a
signature page to this Amendment by telecopy shall be effective as delivery of a
manually executed counterpart of this Amendment.
SECTION SEVEN. Governing Law. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE CONSTRUED AND GOVERNED
BY, IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[Signature Pages Follow]
SELECT MEDICAL CORPORATION,
as the Borrower
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Sr. Vice President
General Counsel and Secretary
SELECT MEDICAL HOLDINGS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Sr. Vice President
General Counsel and Secretary
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By: /s/ XXXXX XXXXXX
---------------------------------
Name: XXXXX XXXXXX
Title: VICE PRESIDENT
Wachovia Bank, National Association,
as Lender
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
XXXXXXX XXXXX CAPITAL CORPORATION,
as Lender
By: /s/ Xxxxxxx X. X'Xxxxx
---------------------------------
Name: Xxxxxxx X. X'Xxxxx
Title: Vice President
CIBC INC., as Lender
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory CIBC Inc.
PNC Bank, National Association,
as Lender
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
as Lender
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Its Duly Authorized
Signatory
Citizens Bank of Pennsylvania,
as Lender
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
ING CAPITAL LLC, as Lender
By: /s/ Xxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx
Title: Director
Select Medical Corporation
Credit Agreement
BOLDWATER CREDIT OPPORTUNITIES
MASTER FUND LP, as Lender
By: Boldwater Capital Management LP,
The Investment Manager
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: CFO
Select Medical Corporation
Credit Agreement
00xx Xxxxxx Funding II Inc.
---------------------------------------------,
as Lender
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
1888 FUND, LTD.
---------------------------------------------,
as Lender
By: /s/ Xxxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxx
Title: Director
Ameriprise Certificate Company
By: RiverSource Investments, LLC as
Collateral Manager
---------------------------------------------,
as Lender
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Managing Director
Aralesquer Trust
---------------------------------------------,
as Lender
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Signatory
Atlas Capital Funding, Ltd.
By Structured Asset Investors, LLC
Its Investment Manager,
as Lender
By: /s/ Xxxxx X. XxXxxxx
-----------------------------------------
Name: Xxxxx X. XxXxxxx
Title: Vice President
Atrium CDO
---------------------------------------------,
as Lender
By: /s/ XXXXXX X. XXXXXXX
-----------------------------------------
Name: XXXXXX X. XXXXXXX
Title: AUTHORIZED SIGNATORY
Atrium IV
---------------------------------------------
as Lender
By: /s/ XXXXXX X. XXXXXXX
-----------------------------------------
Name: XXXXXX X. XXXXXXX
Title: AUTHORIZED SIGNATORY
AUGUSTA TRADING LLC
---------------------------------------------,
as Lender
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Vice President
AVENUE CLO II. LIMITED,
---------------------------------------------
as Lender
By: /s/ Xxxxxxx X'Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X'Xxxxxxx
Title: Senior Portfolio Manager
BABSON CLO LTD. 2004-I
BABSON CLO LTD. 2004-II
BABSON CLO LTD.2005-I
SUFFIELD CLO, LIMITED
By: Babson Capital Management LLC as
Collateral Manager
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: XXXXXXX X. XXXXX
Title: Managing Director
MAPLEWOOD (CAYMAN) LIMITED
By: Babson Capital Management LLC as
Investment Manager
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: XXXXXXX X. XXXXX
Title: Managing Director
XXXX & XXXXXXX XXXXX FOUNDATION
By: Bahson Capital Management LLC as
Investment Adviser
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: XXXXXXX X. XXXXX
Title: Managing Director
Bank of America, N.A., as Lender
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
Bear Steams Institutional Loan
Master Fund
By: Bear Steams Asset Management Inc.
As its attorney-in-fact
--------------------------------------
as Lender
By: /s/ Xxxxx X. Xxxxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
Braymoor & Co.
By: Bear Steams Asset Management, Inc.
as its attorney-In-fact
--------------------------------------
as Lender
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
Bushnell CBNA Loan Funding LLC, for itself or
as agent for Bushnell CFPI Loan Funding LLC.
--------------------------------------
as Lender
By: /s/ Beata Konoplco
-----------------------------------
Name: Beata Konoplco
Title: Attorney In Fact
By: Calichus Debt Partner CLU
Fund II, Ltd.
By: Its Calichus Manager,
Calichus Capital Management, LLC
--------------------------------------
as Lender
By: /s/ Xxxxx Xxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxx
Title: SENIOR MANAGING DIRECTOR
[ILLEGIBLE]
--------------------------------------
as Lender
By: /s/ [ILLEGIBLE]
----------------------------------
Name: [ILLEGIBLE]
Title: [ILLEGIBLE]
Castle Garden
--------------------------------------
as Lender
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: XXXXXX X. XXXXXXX
Title: AUTHORIZED SIGNATORY
NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC. /s/ Centaurus Loan Trust
AS ----------------------------
INVESTMENT ADVISER as Lender
By: /s/ Xxxxxxxxx XxxXxxx
-----------------------------------
Name: Xxxxxxxxx XxxXxxx
Title: Director
Centurion CDO II, Ltd.
By: RiverSource Investments, LLC as
Collateral Manager
--------------------------------------
as Lender
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------
Name: Xxxxxxx X. Xxxx
Title: Director - Operations
Centurion CDO VI, Ltd.
By: RiverSource Investments, LLC as
Collateral Manager
-------------------------------------------
as Lender
By: /s/ Xxxxxxx X. Xxxx
---------------------
Name: Xxxxxxx X. Xxxx
Title: Director - Operations
Centurion CDO VII, Ltd.
By: RiverSource Investments, LLC as
Collateral Manager
-----------------------------------------------
as Lender
By: /s/ Xxxxxxx X. Xxxx
--------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Director - Operations
Centurion CDO 8, Limited
By: RiverSource Investments, LLC as
Collateral Manager
-----------------------------------------------
as Lender
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Director - Operations
Centurion CDO 9, Limited
By: RiverSource Investments, LLC as
Collateral Manager
-------------------------------------------------
as Lender
By: /s/ Xxxxxxx X. Xxxx
------------------------------
Name: Xxxxxxx X. Xxxx
Title: Director - Operations
Citicorp North America, Inc.
By: /s/ Xxx Xxxxxx Address for notices to Citicorp North
-------------------------- America, Inc.
Name: Xxx Xxxxxx
Title: VP
CITICORP NORTH AMERICA, INC.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxx, Global Loan
Portfolio Management
Facsimile 000-000-0000
E-Mail Address: xxx.xxxxxx@xxxxxxxx.xxx
NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC. Clydesdale CLO 2003 Ltd.
AS ------------------------------------
COLLATERAL MANAGER as Lender
By: /s/ Xxxxxxxxx XxxXxxx
----------------------------------
Name: Xxxxxxxxx XxxXxxx
Title: Director
Clydesdale CLO 2004, Ltd.
------------------------------------
NOMURA CORPORATE RESEARCH as Lender
AND ASSET MANAGEMENT INC.
AS
INVESTMENT MANAGER
By: /s/ Xxxxxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Director
Clydesdale Strategic CLOI, Ltd.
------------------------------------
NOMURA CORPORATE RESEARCH as Lender
AND ASSET MANAGEMENT INC.
AS
INVESTMENT MANAGER
By: /s/ Xxxxxxxxx XxxXxxx
----------------------------------
Name: Xxxxxxxxx XxxXxxx
Title: Director
CONTINENTAL ASSURANCE COMPANY
on behalf of its Separate Account (E)
-------------------------------------------------
as Lender
By: /s/ Xxxxxxx X. XxXxxx
--------------------------------
Name: Xxxxxxx X. XxXxxx
Title: Vice President and Assistant Treasurer
Approved by
Law Dep.
By. MTC
Date. 9-9-05
CONTINENTAL CASUALITY COMPANY
----------------------------------------------
as Lender
By: /s/ Xxxxxxx X. XxXxxx
--------------------------------------
Name: Xxxxxxx X. XxXxxx
Title: Vice President and Assistant Treasurer
Approved by
Law Dep.
By. MTC
Date. 9-9-05
CSAM Funding II
----------------------------------------
as Lender
By: /s/ XXXXXX X. XXXXXXX
----------------------------
Name: XXXXXX X. XXXXXXX
Title: AUTHORIZED SIGNATORY
CSAM Funding IV
----------------------------------------
as Lender
By: /s/ XXXXXX X. XXXXXXX
----------------------------
Name: XXXXXX X. XXXXXXX
Title: AUTHORIZED SIGNATORY
CSAM SLF
----------------------------------------
as Lender
By: /s/ XXXXXX X. XXXXXXX
----------------------------
Name: XXXXXX X. XXXXXXX
Title: AUTHORIZED SIGNATORY
DUNES FUNDING LLC
-------------------------------------
as Lender
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Vice President
EAGLE LOAN TRUST
By: Xxxxxxxxx Capital Partners, LLC
as its Collateral Manager
------------------------------------
as Lender
By: /s/ XXXXXXXXXXX X. XXXXXX
-------------------------------------
Name: XXXXXXXXXXX X. XXXXXX
Title: Managing Partner
FIRST TRUST/FOUR CORNERS SENIOR
FLOATING RATE INCOME FUND,
as Lender
By: Four Corners Capital Management LLC,
As Sub-Adviser
By: /s/ XXXX XXXXX
-------------------------------------
Name: XXXX XXXXX
Title: Vice President
FIRST TRUST/FOUR CORNERS SENIOR
FLOATING RATE INCOME FUND II,
as Lender
By: Four Corners Capital Management LLC,
As Sub-Adviser
By: /s/ XXXX XXXXX
-------------------------------------
Name: XXXX XXXXX
Title: Vice President
The Foothill Group, Inc.
----------------------------------------
as Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: S Vice President
FOUR CORNERS CLO 2005-I, LTD., as
Lender
By: Four Corners Capital Management LLC,
As Collateral Manager
By: /s/ XXXX XXXXX
-----------------------------------
Name: XXXX XXXXX
Title: Vice President
FORTRESS PORTFOLIO TRUST, as Lender
By: Four Corners Capital Management LLC,
As Investment Manager
By: /s/ XXXX XXXXX
-------------------------------
Name: XXXX XXXXX
Title: Vice President
FRIEDBERGMILSTEIN PRIVATE CAPITAL
FUND I, as Lender
By: /s/ Xxxx X. Xxxxx
----------------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Partner
GALLATIN CLO II 2005-1 LTD.
---------------------------------------------
as Lender
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
Gallatin Funding I Ltd.
By: Bear Xxxxxxx Asset Management Inc.
as its Collateral Manager
---------------------------------------------
as Lender
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
Grayston CLO II 2004-1 LTD.
By: Bear Xxxxxxx Asset Management, Inc.,
as its Collateral Manager
---------------------------------------------
as Lender
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
XXXXXXX SACHS CREDIT PARTNERS,L.P.,
---------------------------------------------
as Lender
By: /s/ Xxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Authorized Signatory
GREEN LANE CLO LTD.
---------------------------------------------
as Lender
By: /s/ Xxxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxx
Title: Director
Halcyon Structured Opportunities Fund L.P.
By Halcyon Structured Asset Management L.P.
Its Investment Manager
---------------------------------------------
as Lender
By: /s/ Xxxxx Xxxxxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Chief Financial Officer
HANOVER SQUARE CLO LTD.
BY: BLACKSTONE DEBT ADVISORS L.P.
AS COLLATERAL MANAGER
---------------------------------------------
as Lender
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Name: XXXX X. XXXXXXX
Title: Managing Director
March CLO II Limited
---------------------------------------------
as Lender
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: AUTHORISED SIGNATORY
IDS Life Insurance Company
By: RiverSource Investments, LLC as
Collateral Manager
---------------------------------------------
as Lender
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Managing Director
ING PRIME RATE TRUST
By: ING Investment Management Co. as its Investment Manager
By: /s/ Xxxxxx Xxxxxx, CFA
-----------------------------------------
Name: Xxxxxx Xxxxxx, CFA
Title: Senior Vice President
ING Investment Management Co. as its Investment Manager
By: /s/ Xxxxxx Xxxxxx, CFA
-----------------------------------------
Name: Xxxxxx Xxxxxx, CFA
Title: Senior Vice President
JPMORGAN CHASE BANK, N.A.,
as Lender
By: /s/ XXXXX XXXXXX
----------------------------
Name: XXXXX XXXXXX
Title: VICE PRESIDENT
X.X. XXXXXX WHITEFRIARS INC., as Lender
By: /s/ Xxxxx Xxxxx
------------------------------
Name: Xxxxx Xxxxx, Associate
Title:
Kingsland [Xxxxxxx Xxxxx] Ltd., as Lender
By: /s/ Xxxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxx
Title: DIRECTOR OF PORTFOLIO ADMIN.
KINGSLAND CAPITAL MANAGEMENT, LLC
AS MANAGER
Kitty Hawk Trust
By: Xxxxxx Xxxxxxx Investment Management Inc.
as investment Manager
---------------------------------------------
as Lender
By: /s/ Xxxx Xxxxx
-----------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
KNIGHT CBNA LOAN FUNDING -
KNIGHT CFPI LOAN FUNDING LLC.
as Lender
Knight CBNA Loan Funding, LLC for itself or
as agent for KnightCFPI Loan Funding LLC
By: /s/ XXXXX XXXXX
-----------------------------------------
Name: XXXXX XXXXX
Title: AS ATTORNEY-IN-FACT
[ILLEGIBLE]
--------------------
as Lender
By: /s/ XXXX X XXXXXXX
-----------------------------
Name: XXXX X XXXXXXX
Title: Managing Director
Landmark II Coo Ltd
By: Aladdin capital Mgmt LLc
-----------------------------
as Lender
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
LFC2 Loan Funding LLC, for itself or as agent
for LFC2 CFPI Loan Funding LLC.
---------------------------------------------
as Lender
By: /s/Beata Konoplco
-----------------------------------------
Name: Beata Konoplco
Title: Attorney IN Fact
Lignt Point CLO III, Ltd.
---------------------------------------------
as an Investor
By: /s/Xxxxxx X. Xxxxxx
-----------------------------------------
Name:Xxxxxx X. Xxxxxx
Title: Senior Managing Director &
Chief Executive Officer
Loan Funding VI LLC,
for itself or as agent for
Corporate Loan Funding VI LLC
---------------------------------------------
as Lender
By: /s/ XXXX X XXXXXXX
------------------------------
Name: XXXX X XXXXXXX
Title: Managing Director
Longhorn CDO (Cayman) LTD
By: Xxxxxx Xxxxx Investment Mangers L.P.
as Collalteral Manager
By: Alex
---------------------
Longhorn CDO II LTD
By: Xxxxxx Xxxxx Investment Mangers L.P.
as Collalteral Manager
By: Alex
---------------------
MACQUARIE/FIRST TRUST GLOBAL
INFRASTRUCTURE/UTILITIES
DIVIDEND & INCOME FUND, as Lender
By: Four Corners Capital Management LLC, as
Sub-Adviser
By: /s/ XXXX XXXXX
-----------------------------
Name: XXXX XXXXX
Title: Vice President
MADISON PARK FUNDING
-----------------------------------
as Lender
By: /s/ XXXXXX X. XXXXXXX
------------------------------
Name: XXXXXX X. XXXXXXX
Title: AUTHORIZED SIGNATORY
Met Life Bank, National Association
--------------------------------------
as Lender
By: /s/ XXXXX X. XXXXXXX
------------------------------
Name : XXXXX X. XXXXXXX
Title : AUTHORIZED SIGNATORY
Metropolitan Life Insurance Company
-----------------------------------
as Lender
By: /s/ [ILLEGIBLE]
-------------------------------
Name: [ILLEGIBLE]
Title: [ILLEGIBLE]
Monument Park CDO Ltd.
By: Blackstone Debt Advisors L.P.
As Collateral Manager
--------------------------------------------
as Lender
By: /s/ XXXX X XXXXXXX
---------------------------
Name: XXXX X XXXXXXX
Title: Managing Director
Xxxxxx Xxxxxxx Prime Income Trust, as Lender
By: /s/ Xxxxx X. Xxx
--------------------------
Name: Xxxxx X. Xxx
Title: Vice President
Xxxxxx Xxxxxxx Senior Funding, Inc.
----------------------------------------
as Lender
By: /s/ Xxxxx Xxxxxx
-------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
Mt. Xxxxxx-CLO
-------------------------------------
as Lender
By: /s/ Xxxxxxxxxxx Kilpratrick
------------------------------
Name: Xxxxxxxxxxx Kilpratrick
Title: Research Analyst-W [ILLEGIBLE]
NOMURA CORPORATE RESEARCH NCRAM Loan Trust
AND ASSET MANAGEMENT INC. ---------------------------------------------
AS as Lender
INVESTMENT ADVISER
By: /s/ Xxxxxxxxx XxxXxxx
-----------------------------------------
Name: Xxxxxxxxx XxxXxxx
Title: Director
By: UFJ Trust Bank Limited Nomura Bond and Loan Fund.
as Trustees ----------------------------------------
as Lender
By: National Corporate Research and
Asset Management INC. By: /s/ Xxxxxxxxx XxxXxxx
Attorney in fact ------------------------------------
Name: Xxxxxxxxx XxxXxxx
Title: Director
PPM MONARCH BAY FUNDING LLC
---------------------------------------------
as Lender
By: /s/ Xxxx X. Xxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Vice President
PPM SHADOW CREEK FUNDING LLC
---------------------------------------------
as Lender
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Vice President
Frosfurd CLO I B.V.
---------------------------------------------
as Lender
By: /s/ [ILLEGIBLE]
-----------------------------------------
Name:
Title: Attorney-In-Fact
The Prudential Insurance Company of America
---------------------------------------------
as Lender
By: Prudential Insurance Management, Inc.
as Investment Leder
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice president
RIVIERA FUNDING LLC
---------------------------------------------
as Lender
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Vice President
Xxxxxx Trust
---------------------------------------------
as Lender
By: /s/ XXXXXX X. XXXXXXX
-----------------------------------
Name: XXXXXX X. XXXXXXX
Title: AUTHORIZED SIGNATORY
SAWGRASS TRADING LLC
---------------------------------------------
as Lender
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Vice President
Savtiliak (Ireland) Limited
---------------------------------------------
as Lender
By: /s/ XXXX X'XXXXX
-----------------------------------------
Name: XXXX X'XXXXX
Title: Senior Manager
SECURITY INCOME FUND-INCOME
OPPORTUNITY SERIES, as Lender
By: Four Corners Capital Management LLC, as
Sub-Adviser
By: /s/ XXXX XXXXX
----------------------------------------
Name: XXXX XXXXX
Title: Vice President
SEMINOLE FUNDING LLC
---------------------------------------------
as Lender
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Vice President
[ILLEGIBLE]
---------------------------------------------
as Lender
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
STANWICH LOAN FUNDING LLC
---------------------------------------------
as Lender
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Vice President
Xxxxxxx CBNA Loan Funding LLC, for itself or
as agent for Xxxxxxx CFPI Loan Funding LLC.
---------------------------------------------
as Lender
By: /s/ Xxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Attorney In Fact
Stichting Pensloenfonds ABP
By ABP Investments US, Inc, its agent
By: /s/ Jelle MenJen
-----------------------------------------
Name: Jelle MenJen
Title: President/CEO
By: /s/ Xxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director/CIO
The Sumitomo Trust & Banking Co., Ltd.
New York Branch
---------------------------------------------
as Lender
By: /s/ Xxxxxxxxx X. Xxxxx
-----------------------------------------
Name : Xxxxxxxxx X. Xxxxx
Title: Vice President
SUMMIT LAKE CLO,LTD., as Lender
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxx
Title: S.V.P.
TRS QUOGUE LLC, as Lender
By: /s/ Xxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
Trumbull THC2 Loan Funding LLC, for itself or
as agent for LFC2 CFPI Loan Funding LLC.
----------------------------------------------
as Lender
By: /s/ Xxxxx Xxxxxxx
------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Attorney In Fact
Union Square CDO Ltd.
By: [ILLEGIBLE]
As Collateral Manager
----------------------------------------------
as Lender
By: /s/ XXXX X. CRIARFS
------------------------------------------
Name: XXXX X. CRIARFS
Title: Managing Director
XXX XXXXXX
SENIOR INCOME TRUST
By: Xxx Xxxxxx Asset Management
----------------------------------------------
as Lender
By: /s/ [ILLEGIBLE]
------------------------------------------
Name:
Title:
XXX XXXXXX
SENIOR LOAN FUND
By: Xxx Xxxxxx Asset Management
----------------------------------------------
as Lender
By: /s/ [ILLEGIBLE]
------------------------------------------
Name:
Title:
VICTORIA FALLS CLO, LTD., as Lender
By: /s/ Xxxx X. Xxxxxx
------------------------------------------
Name: Xxxx X. Xxxxxx
Title: S.V.P.
Western Asset Floating Rates High Income Fund,
LLC
----------------------------------------------
as Lender
By: /s/ Research [ILLEGIBLE]
------------------------------------------
Name: Research Analyst
Title:
XL Re Ltd.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
----------------------------------------------
as Lender
By: /s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
