Exhibit 10.4
SECOND AMENDMENT TO THE CREDIT AGREEMENT
THIS SECOND AMENDMENT, dated as of February 14, 2007 (the “Second Amendment”), to the Credit Agreement, dated as of September 30, 2005, as amended by the First Amendment thereto, dated as of November 1, 2006 (the “Credit Agreement”), among CONCENTRA INC., a Delaware corporation (“Holdings”), CONCENTRA OPERATING CORPORATION, a Nevada corporation (the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders thereunder (in such capacity, the “Administrative Agent”), is entered into by and among Holdings, the Borrower, the Lenders and the Administrative Agent.
WITNESSETH:
WHEREAS, Holdings, the Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement;
WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement, as more fully described herein; and
WHEREAS, the Lenders are willing to agree to such amendment, but only upon the terms and subject to the conditions set forth herein.
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 which are defined in the Credit Agreement are used herein as therein defined.
2.Amendment to Section 1.1 (Definitions). Section 1.1 of the Credit Agreement is hereby amended by replacing clause (e) in the definition of “Consolidated EBITDA” with the following:
“(e) any extraordinary, unusual or non-recurring non-cash (or, in the case of clause (ii) below, cash) expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, (i) non-cash losses on sales of assets outside of the ordinary course of business and (ii) cash losses in an aggregate amount up to $12,250,000 in connection with the settlement by FOCUS Healthcare Management, Inc., a Wholly Owned Subsidiary of the Borrower, of Gunderson, et al. v. F.A. Richard & Associates, a class action lawsuit in Louisiana, in January 2007),”
3.Amendment to Section 7.5 (Disposition of Property). Section 7.5 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (f) thereof, (ii) replacing the “.” at the end of clause (g) with a “; and” and (iii) adding the following:
“(h) the Disposition of all or substantially all of the assets (including, without limitation, all or substantially all of the shares of Capital Stock) of Concentra Integrated Services, Inc., a Massachusetts corporation, MetraComp, Inc., a Connecticut corporation, First Script Network Services, Inc., a Nevada corporation and FOCUS Healthcare Management, Inc., a Tennessee corporation, each a Wholly Owned Subsidiary of the Borrower, on or before December 31, 2007 (the “Workers Compensation Care Management Divestiture”);provided that, subject to the right of the Loan Parties to retain a certain amount of such Net Cash Proceeds as set forth in Section 2.9 of this Agreement, 100% of the Net Cash Proceeds thereof are applied in accordance with Section 2.9 of this Agreement.”
4.Amendment to Section 7.6 (Restricted Payments). Section 7.6 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (d) thereof, (ii) replacing the “.” at the end of clause (e) with a “; and” and (iii) adding the following:
“(f) within six months after the Workers Compensation Care Management Divestiture, the Borrower may pay a one time dividend in an aggregate amount not to exceed $100,000,000 to permit Holdings thereafter to distribute the proceeds thereof as a dividend to its shareholders.”
5.Amendment Fee. In consideration of the agreement of the Required Lenders to the amendments contained herein, Holdings and the Borrower agree to pay to each Lender (hereinafter, an “Executing Lender”) that executes and delivers this Second Amendment to the Administrative Agent or its counsel by 12:00 noon, New York City time, on February 27, 2007, an amendment fee in an amount equal to five basis points (0.05%) of the aggregate amount of such Executing Lender’s Term Loans, Revolving Extensions of Credit and Available Revolving Commitments outstanding on the Second Amendment Effective Date. The amendment fee shall be payable by the Borrower on the Second Amendment Effective Date in immediately available funds to the Administrative Agent on behalf of the applicable Executing Lender.
6.Conditions to Effectiveness of this Second Amendment. This Second Amendment shall become effective upon the date (the “Second Amendment Effective Date”) when the following conditions are satisfied:
(i)Second Amendment to Credit Agreement. The Administrative Agent shall have received counterparts of this Second Amendment, duly executed and delivered by Holdings and the Borrower, and executed and delivered or consented to by the Required Lenders;
(ii)Fees. The Administrative Agent shall have received any applicable amendment fee pursuant to Paragraph 5 of this Second Amendment, together with any other fees and expenses required to be paid on or before the Second Amendment Effective Date for which invoices have been timely presented;
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(iii)No Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the transactions contemplated herein; and
(iv)Representations and Warranties. Each of the representations and warranties made by the Loan Parties in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date hereof, before and after giving effect to the effectiveness of this Second Amendment, as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate to a specific earlier date, in which case such representations and warranties were true and correct as of such earlier date.
7.Continuing Effect of the Credit Agreement. This Second 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.
8.Counterparts. This Second Amendment may be executed by one or more of the parties hereto on any number of separate counterparts (including by facsimile or electronic transmission acceptable to the Administrative Agent), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
9.Severability. Any provision of this Second 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.
10.Integration. This Second 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.
11.GOVERNING LAW. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[Signature Pages to Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
CONCENTRA INC. | ||
By: | /s/ Thomas E. Kiraly | |
Name: | Thomas E. Kiraly | |
Title: | Executive Vice President |
CONCENTRA OPERATING CORPORATION | ||
By: | /s/ Thomas E. Kiraly | |
Name: | Thomas E. Kiraly | |
Title: | Executive Vice President |
JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender | ||
By: | /s/ Stephanie Parker | |
Name: | Stephanie Parker | |
Title: | Executive Director |
Concentra Operating Corporation Second Amendment Signature Page
Bushnell CBNA Loan Funding LLC, for itself or as agent for Bushnell CFPI Loan Funding LLC, as a Lender (name of institution) | ||
By: | /s/ Janet Haack | |
Name: | Janet Haack | |
Title: | As Attorney In Fact |
Concentra Operating Corporation Second Amendment Signature Page
Trumbull THC2 LAN Funding LLC, for itself or as agent for | ||||
Trumbull THC2 CFPI Loan Funding LLC. | ,as a Lender | |||
By: | /s/ Janet Haack | |||
Name: | Janet Haack | |||
Title | As Attorney In Fact |
Concentra Operating Corporation Second Amendment Signature Page
BABSON CLO LTD. 2003-I | ||||
BABSON CLO LTD. 2004-I | ||||
BABSON CLO LTD. 2004-II | ||||
BABSON CLO LTD. 2005-I | ||||
BABSON CLO LTD. 2005-III | ||||
BABSON CLO LTD. 2006-I | ||||
BABSON CLO LTD. 2006-II | ||||
BABSON CLO LTD. 2007 | ||||
SAPPHIRE VALLEY CDO I, LTD. | ,as Lenders | |||
By: Babson Capital Management LLC as Collateral Manager | ||||
By: | /s/ Arthur J. McMahon, Jr. | |||
Name: | Arthur J. McMahon, Jr. | |||
Title: | Director | |||
BILL & MELINDA GATES | ||||
FOUNDATION TRUST | ,as a Lender | |||
By: Babson Capital Management LLC as Investment Adviser | ||||
By: | /s/ Arthur J. McMahon, Jr. | |||
Name: | Arthur J. McMahon, Jr. | |||
Title: | Director | |||
HAKONE FUND LLC | , as a Lender | |||
By: Babson Capital Management LLC as Investment Manager | ||||
By: | /s/ Arthur J. McMahon, Jr. | |||
Name: | Arthur J. McMahon, Jr. | |||
Title: | Director | |||
MASSACHUSETTS MUTUAL LIFE | ||||
INSURANCE COMPANY | , as a Lender | |||
By: Babson Capital Management LLC as Investment Adviser | ||||
By: | /s/ Arthur J. McMahon, Jr. | |||
Name: | Arthur J. McMahon, Jr. | |||
Title: | Director |
Concentra Operating Corporation Second Amendment Signature Page
LONG LANE MASTER TRUST IV | , as a Lender | |||
By: | /s/ Christina L. Ramseur | |||
Name: | Christina L. Ramseur | |||
Title: | Authorized Agent |
Concentra Operating Corporation Second Amendment Signature Page
HARBOUR TOWN FUNDING LLC | as a Lender | |||
By: | /s/ Christina L. Ramseur | |||
Name: | Christina L. Ramseur | |||
Title: | Assistant Vice President |
Concentra Operating Corporation Second Amendment Signature Page
BALLANTYNE FUNDING LLC | , as a Lender | |||
By: | /s/ Christina L. Ramseur | |||
Name: | Christina L. Ramseur | |||
Title: | Assistant Vice President |
Concentra Operating Corporation Second Amendment Signature Page
PPM MONARCH BAY FUNDING LLC | , as a Lender | |||
By: | /s/ Christina L. Ramseur | |||
Name: | Christina L. Ramseur | |||
Title: | Assistant Vice President |
Concentra Operating Corporation Second Amendment Signature Page
PPM SHADOW CREEK FUNDING LLC | , as a Lender | |||
By: | /s/ Christina L. Ramseur | |||
Name: | Christina L. Ramseur | |||
Title: | Assistant Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Union Square CDO Ltd. | ||||
By: Blackstone Debt Advisors L.P. | ||||
As Collateral Manager | , as a Lender | |||
(name of institution) | ||||
By: | /s/ DEAN T. CRIARES | |||
Name: | DEAN T. CRIARES | |||
Title: | Senior Managing Director |
Concentra Operating Corporation Second Amendment Signature Page
Monument Park CDO Ltd. | ||||
By: Blackstone Debt Advisors L.P. | ||||
As Collateral Manager | , as a Lender | |||
(name of institution) | ||||
By: | /s/ DEAN T. CRIARES | |||
Name: | DEAN T. CRIARES | |||
Title: | Senior Managing Director |
Concentra Operating Corporation Second Amendment Signature Page
Loan Funding VI LLC, | ||||
For itself or as agent for | ||||
Corporate Loan Funding VI LLC | , as a Lender | |||
(name of institution) | ||||
By: | /s/ DEAN T. CRIARES | |||
Name: | DEAN T. CRIARES | |||
Title: | Senior Managing Director |
Concentra Operating Corporation Second Amendment Signature Page
Essex Park CDO Ltd. | ||||
By: Blackstone Debt Advisors L.P. | ||||
As Collateral Manager | , as a Lender | |||
(name of institution) | ||||
By: | /s/ DEAN T. CRIARES | |||
Name: | DEAN T. CRIARES | |||
Title: | Senior Managing Director |
Concentra Operating Corporation Second Amendment Signature Page
Lafayette Square CDO Ltd. | ||||
By: Blackstone Debt Advisors L.P. | ||||
As Collateral Manager | , as a Lender | |||
(name of institution) | ||||
By: | /s/ DEAN T. CRIARES | |||
Name: | DEAN T. CRIARES | |||
Title: | Senior Managing Director |
Concentra Operating Corporation Second Amendment Signature Page
Inwood Park CDO Ltd. | ||||
By: Blackstone Debt Advisors L.P. | ||||
As Collateral Manager | , as a Lender | |||
(name of institution) | ||||
By: | /s/ DEAN T. CRIARES | |||
Name: | DEAN T. CRIARES | |||
Title: | Senior Managing Director |
Concentra Operating Corporation Second Amendment Signature Page
SENIOR DEBT PORTFOLIO | ||||
By: Boston Management and Research as Investment Advisor | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Payson F. Swaffield | |||
Name: | Payson F. Swaffield | |||
Title: | Vice President |
Concentra Operating Corporation Second Amendment Signature Page
By: Callidus Debt Partners CLO Fund III Ltd. | ||||
By: Its Collateral Manager, | ||||
Callidus Capital Management, LLC | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Peter Bennitt | |||
Name: | Peter Bennitt | |||
Title: | Principal |
Concentra Operating Corporation Second Amendment Signature Page
By: Callidus Debt Partners CLO Fund IV Ltd. | ||||
By: Its Collateral Manager, | ||||
Callidus Capital Management, LLC. | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Peter Bennitt | |||
Name: | Peter Bennitt | |||
Title: | Principal |
Concentra Operating Corporation Second Amendment Signature Page
Hanover Square CLO Ltd. | ||||
By: Blackstone Debt Advisors L.P. | ||||
As Collateral Manager | , as a Lender | |||
(name of institution) | ||||
By: | /s/ DEAN T. CRIARES | |||
Name: | DEAN T. CRIARES | |||
Title: | Senior Managing Director |
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Concentra Operating Corporation Second Amendment Signature Page
Calyon New York Branch, as a Lender | ||
By: | /s/ Thomas Randolph | |
Name: | Thomas Randolph | |
Title: | Managing Director | |
By: | /s/ Priya Vrat | |
Name: | Priya Vrat | |
Title: | Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Carlyle High Yield Partners VIII, Ltd | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Linda Pace | |||
Name: | Linda Pace | |||
Title: | Managing Director |
Concentra Operating Corporation Second Amendment Signature Page
Carlyle Loan Investments, Ltd. | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Linda Pace | |||
Name: | Linda Pace | |||
Title: | Managing Director |
Concentra Operating Corporation Second Amendment Signature Page
Carlyle High Yield Partners VI, Ltd. | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Linda Pace | |||
Name: | Linda Pace | |||
Title: | Managing Director |
Concentra Operating Corporation Second Amendment Signature Page
Carlyle High Yield Partners IV, Ltd. | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Linda Pace | |||
Name: | Linda Pace | |||
Title: | Managing Director |
Concentra Operating Corporation Second Amendment Signature Page
Carlyle High Yield Partners VII, Ltd | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Linda Pace | |||
Name: | Linda Pace | |||
Title: | Managing Director |
Concentra Operating Corporation Second Amendment Signature Page
Fenway Capital, LLC | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Vidrik Frankfather | |||
Name: | Vidrik Frankfather | |||
Title: | Authorized Signor |
Concentra Operating Corporation Second Amendment Signature Page
Citicorp North America, Inc | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Rob Ziemer | |||
Name: | Rob Ziemer | |||
Title: | Vice President |
Concentra Operating Corporation Second Amendment Signature Page
CREDIT SUISSE, Caymen Islands Branch | , as a Lender | |||
By: | /s/ RIANKA MOHAN | |||
Name: | RIANKA MOHAN | |||
Title: | VICE PRESIDENT | |||
By: | /s/ JAMES NEIRA | |||
Name: | JAMES NEIRA | |||
Title: | ASSOCIATE |
Concentra Operating Corporation Second Amendment Signature Page
Madison Park Funding | , as a Lender | |||
By: | /s/ David H. Lerner | |||
Name: | David H. Lerner | |||
Title: | Authorized Signatory |
Concentra Operating Corporation Second Amendment Signature Page
Madison Park V | , as a Lender | |||
By: | /s/ David H. Lerner | |||
Name: | David H. Lerner | |||
Title: | Authorized Signatory |
Concentra Operating Corporation Second Amendment Signature Page
First Dominion Funding III | , as a Lender | |||
By: | /s/ David H. Lerner | |||
Name: | David H. Lerner | |||
Title: | Authorized Signatory |
Concentra Operating Corporation Second Amendment Signature Page
Castle Garden | , as a Lender | |||
By: | /s/ David H. Lerner | |||
Name: | David H. Lerner | |||
Title: | Authorized Signatory |
Concentra Operating Corporation Second Amendment Signature Page
Deutsche Bank Trust Company Americas | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Carin Keegan | |||
Name: | Carin Keegan | |||
Title: | Vice President | |||
By: | /s/ Paul Oheary | |||
Name: | Paul Oheary | |||
Title: | Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Flagship CLO II | ||||
By: Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc), As Sub-adviser
| , as a Lender | |||
By: | /s/ Eric S. Meyer | |||
Eric S. Meyer, Director | ||||
By: | /s/ John E. Thierfelder | |||
John E. Thierfelder, Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Flagship CLO III | ||||
By: Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc), As Sub-adviser | ||||
By: | /s/ Eric S. Meyer | |||
Eric S. Meyer, Director | ||||
By: | /s/ John E. Thierfelder | |||
John E. Thierfelder, Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Flagship CLO IV | ||||
By: Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc), As Sub-adviser | ||||
By: | /s/ Eric S. Meyer | |||
Eric S. Meyer, Director | ||||
By: | /s/ John E. Thierfelder | |||
John E. Thierfelder, Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Flagship CLO V | ||||
By: Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc), | ||||
By: | /s/ Eric S. Meyer | |||
Eric S. Meyer, Director | ||||
By: | /s/ John E. Thierfelder | |||
John E. Thierfelder, Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Aurum CLO 2002-1 | ||||
By: Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc), As Sub-adviser | ||||
By: | /s/ Eric S. Meyer | |||
Eric S. Meyer, Director | ||||
By: | /s/ John E. Thierfelder | |||
John E. Thierfelder, Vice President |
Concentra Operating Corporation Second Amendment Signature Page
EATON VANCE SENIOR INCOME TRUST | ||||
BY: EATON VANCE MANAGEMENT | ||||
AS INVESTMENT ADVISOR | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Payson F. Swaffield | |||
Name: | Payson F. Swaffield | |||
Title: | Vice President |
Concentra Operating Corporation Second Amendment Signature Page
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND | ||||
BY: EATON VANCE MANAGEMENT | ||||
AS INVESTMENT ADVISOR | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Payson F. Swaffield | |||
Name: | Payson F. Swaffield | |||
Title: | Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Eaton Vance CDO VII PLC | ||||
By: Eaton Vance Management | ||||
as Interim Investment Advisor | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Payson F. Swaffield | |||
Name: | Payson F. Swaffield | |||
Title: | Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Eaton Vance CDO VIII, Ltd. | ||||
By: Eaton Vance Management | ||||
As Investment Advisor | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Payson F. Swaffield | |||
Name: | Payson F. Swaffield | |||
Title: | Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Eaton Vance CDO IX Ltd. | ||||
By: Eaton Vance Management | ||||
As Investment Advisor | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Payson F. Swaffield | |||
Name: | Payson F. Swaffield | |||
Title: | Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Eaton Vance CDO XI, LTD | ||||
By: Eaton Vance Management | ||||
As Investment Advisor | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Payson F. Swaffield | |||
Name: | Payson F. Swaffield | |||
Title: | Vice President |
Concentra Operating Corporation Second Amendment Signature Page
GRAYSON & CO
BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR
| , as a Lender | |||
(name of institution) | ||||
By: | /s/ Payson F. Swaffield | |||
Name: | Payson F. Swaffield | |||
Title: | Vice President |
Concentra Operating Corporation Second Amendment Signature Page
THE NORINCHUKIN BANK, NEW YORK BRANCH, through State Street Bank and Trust Company N.A as Fiduciary Custodian
By: Eaton Vance Management, Attorney-in-fact
| , as a Lender | |||
(name of institution) | ||||
By: | /s/ Payson F. Swaffield | |||
Name: | Payson F. Swaffield | |||
Title: | Vice President |
Concentra Operating Corporation Second Amendment Signature Page
EATON VANCE VT FLOATING-RATE INCOME FUND | ||||
BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
| , as a Lender | |||
(name of institution) | ||||
By: | /s/ Payson F. Swaffield | |||
Name: | Payson F. Swaffield | |||
Title: | Vice President |
Concentra Operating Corporation Second Amendment Signature Page
EATON VANCE LIMITED DURATION INCOME FUND | ||||
By: EATON VANCE MANAGEMENT | ||||
AS INVESTMENT ADVISOR | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Payson F. Swaffield | |||
Name: | Payson F. Swaffield | |||
Title: | Vice President |
Concentra Operating Corporation Second Amendment Signature Page
EATON VANCE SENIOR FLOATING-RATE TRUST | ||||
By: EATON VANCE MANAGEMENT | ||||
AS INVESTMENT ADVISOR | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Payson F. Swaffield | |||
Name: | Payson F. Swaffield | |||
Title: | Vice President |
Concentra Operating Corporation Second Amendment Signature Page
EATON VANCE FLOATING-RATE INCOME TRUST | ||||
By: EATON VANCE MANAGEMENT | ||||
AS INVESTMENT ADVISOR | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Payson F. Swaffield | |||
Name: | Payson F. Swaffield | |||
Title: | Vice President |
Concentra Operating Corporation Second Amendment Signature Page
EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND | ||||
BY: EATON VANCE MANAGEMENT, AS INVESTMENT ADVISOR
| , as a Lender | |||
(name of institution) | ||||
By: | /s/ Payson F. Swaffield | |||
Name: | Payson F. Swaffield | |||
Title: | Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Eaton Vance Variable Leverage Fund Ltd. | ||||
By: Eaton Vance Management As Investment Advisor
| , as a Lender | |||
(name of institution) | ||||
By: | /s/ Payson F. Swaffield | |||
Name: | Payson F. Swaffield | |||
Title: | Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Fraser Sullivan CLO I Ltd., | as a Lender | |||
(name of institution) | ||||
By: | /s/ Tighe P. Sullivan | |||
Name: | Tighe P. Sullivan | |||
Title: | Managing Director |
Concentra Operating Corporation Second Amendment Signature Page
Fraser Sullivan CLO II Ltd., | as a Lender | |||
(name of institution) | ||||
By: | /s/ Tighe P. Sullivan | |||
Name: | Tighe P. Sullivan | |||
Title: | Managing Partner |
Concentra Operating Corporation Second Amendment Signature Page
GENERAL ELECTRIC CAPITAL CORPORATION | , as a Lender | |||
(name of institution) | ||||
By: | /s/ David R. Campbell | |||
Name: | David R. Campbell | |||
Title: | SVP |
Concentra Operating Corporation Second Amendment Signature Page
Halcyon Structured Asset Management CLO I Ltd. | , as a Lender | |||
(name of institution) | ||||
By: | /s/ James W. Sykes | |||
Name: | James W. Sykes | |||
Title: | Managing Principal |
Concentra Operating Corporation Second Amendment Signature Page
The Hartford Mutual Funds, Inc., on behalf of the Hartford Floating Rate Fund by Hartford Investment Management Company, its sub-advisor, as a lender, | ||
By: | /s/ John P. Connor | |
Name: | John P. Connor | |
Title: | Senior Vice President |
Concentra Operating Corporation Second Amendment Signature Page
BANK OF MONTREAL, as a Lender | ||
By: HIM Monegy, Inc., As Agent | ||
By: | /s/ Jason Anderson | |
Name: | Jason Anderson | |
Title: | Associate |
Concentra Operating Corporation Second Amendment Signature Page
IKB Capital Corporation | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Mickey Chadha | |||
Name: | Mickey Chadha | |||
Title: | PM |
Concentra Operating Corporation Second Amendment Signature Page
ING PRIME RATE TRUST | ING Investment Management CLO I, Ltd. | |||||
By: ING Investment Management Co. as its investment manager | By: ING Investment Management Co. as its investment manager | |||||
By: | /s/ Michel Prince, CFA | /s/ Michel Prince, CFA | ||||
Name: | Michel Prince, CFA | Name: | Michel Prince, CFA | |||
Title | Senior Vice President | Title: | Senior Vice President | |||
ING SENIOR INCOME FUND | ING International (II) – Senior Bank Loans Euro | |||||
By: ING Investment Management Co. as its investment manager | By: ING Investment Management Co. as its investment manager | |||||
By: | /s/ Michel Prince, CFA | /s/ Michel Prince, CFA | ||||
Name: | Michel Prince, CFA | Name: | Michel Prince, CFA | |||
Title: | Senior Vice President | Title: | Senior Vice President | |||
ING International (II) – Senior Bank Loans USD | ||||||
By: ING Investment Management Co. as its investment manager | ||||||
/s/ Michel Prince, CFA | ||||||
Name: | Michel Prince, CFA | |||||
Title: | Senior Vice President |
Concentra Operating Corporation Second Amendment Signature Page
LightPoint CLO VII, Ltd. | ||
By: | ILLEGIBLE | |
Name: | ||
Title: |
Concentra Operating Corporation Second Amendment Signature Page
LCM I LIMITED PARTNERSHIP | ||||
By:
| Lyon Capital Management LLC,
As Collateral Manager
| , as a Lender | ||
By: | /s/ Sophie A. Venon | |||
Name: | Sophie A. Venon | |||
Title: | LYON CAPITAL MANAGEMENT LLC Portfolio Manager |
Concentra Operating Corporation Second Amendment Signature Page
LCM II LIMITED PARTNERSHIP | ||||
By:
| Lyon Capital Management LLC,
As Collateral Manager
| , as a Lender | ||
By: | /s/ Sophie A. Venon | |||
Name: | Sophie A. Venon | |||
Title: | LYON CAPITAL MANAGEMENT LLC Portfolio Manager |
Concentra Operating Corporation Second Amendment Signature Page
LCM III, Ltd. | ||||
By: | Lyon Capital Management LLC,
As Collateral Manager
| , as a Lender | ||
By: | /s/ Sophie A. Venon | |||
Name: | Sophie A. Venon | |||
Title: | LYON CAPITAL MANAGEMENT LLC Portfolio Manager |
Concentra Operating Corporation Second Amendment Signature Page
LCM IV, Ltd. | ||||
By: | Lyon Capital Management LLC,
As Collateral Manager
| , as a Lender | ||
By: | /s/ Sophie A. Venon | |||
Name: | Sophie A. Venon | |||
Title: | LYON CAPITAL MANAGEMENT LLC Portfolio Manager |
Concentra Operating Corporation Second Amendment Signature Page
LCM V LTD. | ||||
By: Lyon Capital Management LLC, | ||||
as Attorney-in-Fact | , as a Lender | |||
By: | /s/ Sophie A. Venon | |||
Name: | Sophie A. Venon | |||
Title: | LYON CAPITAL MANAGEMENT LLC | |||
Portfolio Manager |
Concentra Operating Corporation Second Amendment Signature Page
MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc, as a Lender | ||
By: | /s/ Luis Viera | |
Name: | Luis Viera | |
Title: | Vice President |
Concentra Operating Corporation Second Amendment Signature Page
New York Life Insurance Company | , as a Lender | |||
(name of institution) | ||||
By: | /s/ F. Berthelet | |||
Name: | F. Berthelet | |||
Title: | Corporate Vice President |
New York Life Insurance and Annuity Corporation | ||
By: | New York Life Investment Management LLC, | |
Its Investment Manager | ||
/s/ F. Berthelet | ||
F. Berthelet | ||
Director |
MainStay VP Floating Rate Portfolio, a series of MainStay VP Series Fund, Inc. | ||
By: | New York Life Investment Management LLC | |
/s/ F. Berthelet | ||
F. Berthelet | ||
Director |
MainStay Floating Rate Fund, a series of Eclipse Funds, Inc. | ||
By: | New York Life Investment Management LLC | |
/s/ F. Berthelet | ||
F. Berthelet | ||
Director |
NYLIM Institutional Floating Rate Fund L.P. | ||
By: | New York Life Investment Management LLC, | |
its Investment Manager | ||
/s/ F. Berthelet | ||
F. Berthelet | ||
Director |
Concentra Operating Corporation Second Amendment Signature Page
NYLIM Flatiron CLO 2003-1 Ltd. | ||||
By: | New York Life Investment Management LLC, | |||
as Collateral Manager and Attorney-in-Fact | , as a Lender | |||
(name of institution) | ||||
By: | /s/ F. Berthelet | |||
Name: | F. Berthelet | |||
Title: | Director |
NYLIM Flatiron CLO 2004-1 Ltd. | ||
By: | New York Life Investment Management LLC, as Collateral Manager and Attorney-in-Fact | |
/s/ F. Berthelet | ||
F. Berthelet | ||
Director |
NYLIM Flatiron CLO 2005-1 Ltd. | ||
By: | New York Life Investment Management LLC, as Collateral Manager and Attorney-in-Fact | |
/s/ F. Berthelet | ||
F. Berthelet | ||
Director |
NYLIM Flatiron CLO 2006-1 Ltd. | ||
By: | New York Life Investment Management LLC, as Collateral Manager and Attorney-in-Fact | |
/s/ F. Berthelet | ||
F. Berthelet | ||
Director |
Concentra Operating Corporation Second Amendment Signature Page
Octagon Investment Partners V, Ltd. | ||||
By: | Octagon Credit Investors, LLC | |||
as Portfolio Manager | , as a Lender | |||
By: | /s/ Michael B. Nechamkin | |||
Name: | Michael B. Nechamkin | |||
Title: | Portfolio Manager |
Concentra Operating Corporation Second Amendment Signature Page
Octagon Investment Partners VI, Ltd. | ||||
By: | Octagon Credit Investors, LLC | |||
as collateral manager | , as a Lender | |||
By: | /s/ Michael B. Nechamkin | |||
Name: | Michael B. Nechamkin | |||
Title: | Portfolio Manager |
Concentra Operating Corporation Second Amendment Signature Page
Octagon Investment Partners VII, Ltd. | ||||
By: | Octagon Credit Investors, LLC | |||
as collateral manager | , as a Lender | |||
By: | /s/ Michael B. Nechamkin | |||
Name: | Michael B. Nechamkin | |||
Title: | Portfolio Manager |
Concentra Operating Corporation Second Amendment Signature Page
Octagon Investment Partners VIII, Ltd. | ||||
By: | Octagon Credit Investors, LLC | |||
as collateral manager | , as a Lender | |||
By: | /s/ Michael B. Nechamkin | |||
Name: | Michael B. Nechamkin | |||
Title: | Portfolio Manager |
Concentra Operating Corporation Second Amendment Signature Page
Octagon Investment Partners IX, Ltd. | ||||
By: | Octagon Credit Investors, LLC | |||
as Manager | , as a Lender | |||
By: | /s/ Michael B. Nechamkin | |||
Name: | Michael B. Nechamkin | |||
Title: | Portfolio Manager |
Concentra Operating Corporation Second Amendment Signature Page
Octagon Investment Partners X, Ltd. | ||||
By: | Octagon Credit Investors, LLC | |||
as Collateral Manager | , as a Lender | |||
By: | /s/ Michael B. Nechamkin | |||
Name: | Michael B. Nechamkin | |||
Title: | Portfolio Manager |
Concentra Operating Corporation Second Amendment Signature Page
HY-FI Trust, by JPMorgan Chase Bank, N.A. | ||||
(f/k/a JPMorgan Chase Bank) | ||||
solely as trustee (and not in its individual capacity) | ||||
By: Octagon Credit Investors, LLC | ||||
as Portfolio Manager | , as a Lender | |||
By: | /s/ Michael B. Nechamkin | |||
Name: | Michael B. Nechamkin | |||
Title: | Portfolio Manager |
Concentra Operating Corporation Second Amendment Signature Page
Oppenheimer Senior Floating Rate Fund | , as a Lender | |||
By: | /s/ Jason Reuter | |||
Name: | Jason Reuter | |||
Title: | Manager |
Concentra Operating Corporation Second Amendment Signature Page
HarbourView CLO IV, Ltd | , as a Lender | |||
By: | /s/ Jason Reuter | |||
Name: | Jason Reuter | |||
Title: | Manager |
Concentra Operating Corporation Second Amendment Signature Page
HarbourView CLO 2006-1, Ltd | , as a Lender | |||
By: | /s/ Jason Reuter | |||
Name: | Jason Reuter | |||
Title: | Manager |
Concentra Operating Corporation Second Amendment Signature Page
Tuscany CDO, Limited | ||||
By PPM America, Inc., as Collateral Manager, as a Lender
| ||||
By: | /s/ David C. Wagner | |||
Name: | David C. Wagner | |||
Title: | Managing Director |
Concentra Operating Corporation Second Amendment Signature Page
SERVES 2006-1, Ltd. | ||||
By PPM America, Inc., as Collateral Manager, as a Lender
| ||||
By: | /s/ David C. Wagner | |||
Name: | David C. Wagner | |||
Title: | Managing Director |
Concentra Operating Corporation Second Amendment Signature Page
Loan Funding V, LLC, as a Lender | ||
By: | /s/ W.C. Pappas | |
Name: | W.C. Pappas | |
Title: | Prudential Investment Management Inc., as Portfolio Manager |
Concentra Operating Corporation Second Amendment Signature Page
Sankaty Advisors, LLC as Collateral Manager for A VERY POINT CLO, LTD., as Term Lender
| , as a Lender | |||
(name of institution) | ||||
By: | /s/ JEFFREY HAWKINS | |||
Name: | JEFFREY HAWKINS | |||
Title: | Executive Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Sankaty Advisors, LLC as Collateral Manager for Castle Hill I-INGOTS, Ltd., as Term Lender
| , as a Lender | |||
(name of institution) | ||||
By: | /s/ JEFFREY HAWKINS | |||
Name: | JEFFREY HAWKINS | |||
Title: | Executive Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Sankaty Advisors, LLC as Collateral | ||||
Manager for Castle Hill II-INGOTS, Ltd., | ||||
as Term Lender | , as a Lender | |||
(name of institution) | ||||
By: | /s/ JEFFREY HAWKINS | |||
Name: | JEFFREY HAWKINS | |||
Title: | Executive Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Sankaty Advisors, LLC as Collateral | ||||||
Manager for Castle Hill III CLO, | ||||||
Limited, as Term Lender | , as a Lender | |||||
(name of institution) | ||||||
By: | /s/ JEFFREY HAWKINS | |||||
Name: | JEFFREY HAWKINS | |||||
Title: | Executive Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Sankaty Advisors, LLC as Collateral | ||||
Manager for Loan Funding XI LLC, | ||||
As Term Lender | , as a Lender | |||
(name of institution) | ||||
By: | /s/ JEFFREY HAWKINS | |||
Name: | JEFFREY HAWKINS | |||
Title: | Executive Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Chatham Light II CLO, Limited, by | ||||
Sankaty Advisors LLC, as Collateral | ||||
Manager | , as a Lender | |||
(name of institution) | ||||
By: | /s/ JEFFREY HAWKINS | |||
Name: | JEFFREY HAWKINS | |||
Title: | Executive Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Katonah III, Ltd. by Sankaty | ||||
Advisors LLC as Sub-Advisors | , as a Lender | |||
(name of institution) | ||||
By: | /s/ JEFFREY HAWKINS | |||
Name: | JEFFREY HAWKINS | |||
Title: | Executive Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Katonah IV, Ltd. by Sankaty | ||||
Advisors, LLC as Sub-Advisors | , as a Lender | |||
(name of institution) | ||||
By: | /s/ JEFFREY HAWKINS | |||
Name: | JEFFREY HAWKINS | |||
Title: | Executive Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Sankaty Advisors, LLC as Collateral | ||||
Manager for Race Point CLO, | ||||
Limited, as Term Lender | , as a Lender | |||
(name of institution) | ||||
By: | /s/ JEFFREY HAWKINS | |||
Name: | JEFFREY HAWKINS | |||
Title: | Executive Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Sankaty Advisors, LLC as Collateral | ||||
Manager for Race Point II CLO, | ||||
Limited, as Term Lender | , as a Lender | |||
(name of institution) | ||||
By: | /s/ JEFFREY HAWKINS | |||
Name: | JEFFREY HAWKINS | |||
Title: | Executive Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Sankaty Advisors, LLC as Collateral | ||||
Manager for Race Point III CLO, | ||||
Limited, as Term Lender | , as a Lender | |||
(name of institution) | ||||
By: | /s/ JEFFREY HAWKINS | |||
Name: | JEFFREY HAWKINS | |||
Title: | Executive Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Nob Hill CLO, Limited | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Bradley Kane | |||
Name: | Bradley Kane | |||
Title: | Portfolio Manager |
Concentra Operating Corporation Second Amendment Signature Page
Cervantes Portfolio LLC | ||
By: | Shenkman Capital Management, Inc., as Investment Advisor | |
By: | /s/ Richard H. Weinstein | |
Name: | Richard H. Weinstein | |
Title: | Executive Vice President |
Concentra Operating Corporation Second Amendment Signature Page
| , as a Lender | |||
Stone Tower Credit Funding I Ltd. | ||||
By: Stone Tower Fund Management LLC.., | ||||
As Its Collateral Manager. | ||||
/s/ MICHAEL W. DELPERCIO | ||||
Name: | MICHAEL W. DELPERCIO | |||
Title: | AUTHORIZED SIGNATORY |
Concentra Operating Corporation Second Amendment Signature Page
| , as a Lender | |||
Granite Ventures II Ltd. | ||||
By: Stone Tower Debt Advisors LLC., As Its Collateral Manager. | ||||
/s/ MICHAEL W. DELPERCIO | ||||
Name: | MICHAEL W. DELPERCIO | |||
Title: | AUTHORIZED SIGNATORY |
Concentra Operating Corporation Second Amendment Signature Page
| , as a Lender | |||
Granite Ventures III Ltd. | ||||
By: Stone Tower Debt Advisors LLC., As Its Collateral Manager. | ||||
/s/ MICHAEL W. DELPERCIO | ||||
Name: | MICHAEL W. DELPERCIO | |||
Title: | AUTHORIZED SIGNATORY |
Concentra Operating Corporation Second Amendment Signature Page
| , as a Lender | |||
Rampart CLO I Ltd. | ||||
By: Stone Tower Debt Advisors LLC., As Its Collateral Manager. | ||||
/s/ MICHAEL W. DELPERCIO | ||||
Name: | MICHAEL W. DELPERCIO | |||
Title: | AUTHORIZED SIGNATORY |
Concentra Operating Corporation Second Amendment Signature Page
| , as a Lender | |||
Cornerstone CLO Ltd., | ||||
By: Stone Tower Debt Advisors LLC., As Its Collateral Manager. | ||||
/s/ MICHAEL W. DELPERCIO | ||||
Name: | MICHAEL W. DELPERCIO | |||
Title: | AUTHORIZED SIGNATORY |
Concentra Operating Corporation Second Amendment Signature Page
| , as a Lender | |||
Stone Tower CLO VII Ltd., | ||||
By: Stone Tower Debt Advisors LLC., As Its Collateral Manager. | ||||
/s/ MICHAEL W. DELPERCIO | ||||
Name: | MICHAEL W. DELPERCIO | |||
Title: | AUTHORIZED SIGNATORY |
Concentra Operating Corporation Second Amendment Signature Page
| ,as a Lender | |||
Stone Tower CDO II Ltd., | ||||
By: Stone Tower Debt Advisors LLC., As Its | ||||
Collateral Manager. | ||||
/s/ MICHAEL W. DELPERCIO | ||||
Name: | MICHAEL W. DELPERCIO | |||
Title: | AUTHORIZED SIGNATORY |
Concentra Operating Corporation Second Amendment Signature Page
| ,as a Lender | |||
Stone Tower CLO VI Ltd., | ||||
By: Stone Tower Debt Advisors LLC., As Its | ||||
Collateral Manager. | ||||
/s/ MICHAEL W. DELPERCIO | ||||
Name: | MICHAEL W. DELPERCIO | |||
Title: | AUTHORIZED SIGNATORY |
Concentra Operating Corporation Second Amendment Signature Page
| , as a Lender | |||
Stone Tower CLO V Ltd., | ||||
By: Stone Tower Debt Advisors LLC., As Its | ||||
Collateral Manager. | ||||
/s/ MICHAEL W. DELPERCIO | ||||
Name: | MICHAEL W. DELPERCIO | |||
Title: | AUTHORIZED SIGNATORY |
Concentra Operating Corporation Second Amendment Signature Page
| , as a Lender | |||
Stone Tower CLO IV Ltd., | ||||
By: Stone Tower Debt Advisors LLC., As Its | ||||
Collateral Manager. | ||||
/s/ MICHAEL W. DELPERCIO | ||||
Name: | MICHAEL W. DELPERCIO | |||
Title: | AUTHORIZED SIGNATORY |
Concentra Operating Corporation Second Amendment Signature Page
| , as a Lender | |||
Stone Tower CLO III Ltd., | ||||
By: Stone Tower Debt Advisors LLC., As Its | ||||
Collateral Manager. | ||||
/s/ MICHAEL W. DELPERCIO | ||||
Name: | MICHAEL W. DELPERCIO | |||
Title: | AUTHORIZED SIGNATORY |
Concentra Operating Corporation Second Amendment Signature Page
| , as a Lender | |||
Granite Ventures I Ltd. | ||||
By: Stone Tower Debt Advisors LLC.., | ||||
As Its Collateral Manager. | ||||
/s/ MICHAEL W. DELPERCIO | ||||
Name: | MICHAEL W. DELPERCIO | |||
Title: | AUTHORIZED SIGNATORY |
Concentra Operating Corporation Second Amendment Signature Page
| , as a Lender | |||
Stone Tower CDO Ltd. | ||||
By: Stone Tower Debt Advisors LLC.., | ||||
As Its Collateral Manager. | ||||
/s/ MICHAEL W. DELPERCIO | ||||
Name: | MICHAEL W. DELPERCIO | |||
Title: | AUTHORIZED SIGNATORY |
Concentra Operating Corporation Second Amendment Signature Page
The Sumitomo Trust & Banking Co., Ltd., | ||
New York Branch, as a Lender | ||
By: | /s/ Elizabeth A. Quirk | |
Elizabeth A. Quirk | ||
Vice President |
Concentra Operating Corporation Second Amendment Signature Page
Trimaran CLO IV Ltd | ||
By Trimaran Advisors, L.L.C., as a Lender | ||
By: | /s/ David M. Millison | |
Name: | David M. Millison | |
Title: | Managing Director |
Concentra Operating Corporation Second Amendment Signature Page
UBS LOAN FINANCE LLC, as a Lender | ||
By: | /s/ Richard L. Tavrow | |
Name: | Richard L. Tavrow | |
Title: | Director | |
By: | /s/ Irja R. Otsa | |
Name: | Irja R. Otsa | |
Title: | Associate Director |
Concentra Operating Corporation Second Amendment Signature Page
WB Loan Funding 5, LLC | ||
By: | /s/ Diana M. Himes | |
Name: | Diana M. Himes | |
Title: | Associate |
Concentra Operating Corporation Second Amendment Signature Page
Atlas Loan Funding (Hartford), LLC | ||
By: Atlas Capital Funding, Ltd. | ||
By: Structured Asset Investors, LLC | ||
Its Investment Manager, as a Lender | ||
By: | /s/ Diana M. Himes | |
Name: | Diana M. Himes | |
Title: | Associate |
Concentra Operating Corporation Second Amendment Signature Page
WACHOVIA BANK, NATIONAL ASSOCIATION | , as a Lender | |||
(name of institution) | ||||
By: | /s/ Scott Santa Cruz | |||
Name: | Scott Santa Cruz | |||
Title: | Director |
Concentra Operating Corporation Second Amendment Signature Page
WhiteHorse III, Ltd. | ||||
By: | WhiteHorse Capital Partners, L.P. | |||
As Collateral Manager | , as a Lender | |||
By: | /s/ Ethan M. Underwood | |||
Name: | Ethan M. Underwood, CFA | |||
Title: | Portfolio Manager |
Concentra Operating Corporation Second Amendment Signature Page