MedAssets (MDAS) 8-K Entry into a Material Definitive Agreement

EXHIBIT 10.1

THIRD AMENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of May 22, 2008 (this “Amendment”) is entered into among MedAssets, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

RECITALS

WHEREAS the Borrower, the Guarantors, the Lenders and Bank of America, N.A., in its capacity as Administrative Agent, Swing Line Lender and L/C Issuer, entered into that certain Credit Agreement dated as of October 23, 2006 (as amended or modified from time to time, the “Credit Agreement”); and

WHEREAS the Borrower has requested that the Lenders consent to the Borrower’s purchase of the outstanding capital stock of Accuro Healthcare Solutions, Inc. and make other amendments to the Credit Agreement as set forth below;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows:

(a) The following definitions are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order and shall read as follows:

“Accuro” means Accuro Healthcare Solutions, Inc., a Delaware corporation.

“Accuro Acquisition” means the Acquisition by the Borrower of all of the Equity Interests of Accuro;provided that the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Acquisition on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth inSection 8.11 as of the most recent fiscal quarter for which the Borrower was required to deliver financial statements pursuant toSection 7.01(a) or(b). The parties hereto acknowledge and agree that the $20,000,000 deferred payment (the “Deferred Payment”) required to be paid by the Borrower in connection with the Accuro Acquisition on a date no sooner than one year from the date of consummation of the Accuro Acquisition may be paid by the Borrower and considered part of the consideration for the Accuro Acquisitionprovided, that, if the Borrower elects to pay the Deferred Payment with immediately available funds, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Deferred Payment on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth inSection 8.11 as of the most recent fiscal quarter for which the Borrower was required to deliver financial statements pursuant toSection 7.01(a) or(b).

“Deferred Payment” has the meaning specified in the definition of “Accuro Acquisition”.

“Third Amendment Effective Date” means the first date on which the conditions precedent set forth in Section 2 are satisfied.

(b) The following definitions in Section 1.01 of the Credit Agreement are hereby amended to read as follows:

“Aggregate Revolving Commitment” means the Revolving Commitments of all the Lenders. The aggregate principal amount of the Aggregate Revolving Commitments in effect on the Third Amendment Effective Date is ONE HUNDRED TWENTY FIVE MILLION DOLLARS ($125,000,000).

“Applicable Rate” means (a) with respect to the Incremental Term Loan, the percentage(s) per annum set forth in the Incremental Term Loan Lender Joinder Agreement, (b) with respect to Revolving Loans, Swing Line Loans, Letters of Credit and the Commitment Fee, the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant toSection 7.02(b):

Pricing	Consolidated	Commitment			Letter of			Eurodollar			Base Rate
Tier	Leverage Ratio	Fee			Credit Fee			Loans			Loans
1	> 3.5:1.0		0.50	%		3.50	%		3.50	%		2.50	%
2	> 3.0:1.0 but <
	3.5:1.0		0.375	%		3.25	%		3.25	%		2.25	%
3	> 2.5:1.0 but <
	3.0:1.0		0.375	%		2.75	%		2.75	%		1.75	%
4	> 2.0:1.0 but <
	2.5:1.0		0.30	%		2.50	%		2.50	%		1.50	%
5	< 2.0:1.0		0.25	%		2.25	%		2.25	%		1.25	%

and (c) with respect to the Term Loan, the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant toSection 7.02(b):

Pricing	Consolidated	Eurodollar			Base Rate
Tier	Leverage Ratio	Loans			Loans
1	> 3.0:1.0		4.00	%		3.00	%
2	< 3.0:1.0		3.75	%		2.75	%

2

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant toSection 7.02(b);provided,however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then applicable Pricing Tier 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall continue to apply until the first Business Day immediately following the date a Compliance Certificate is delivered in accordance withSection 7.02(b), whereupon the Applicable Rate shall be adjusted based upon the calculation of the Consolidated Leverage Ratio contained in such Compliance Certificate. The Applicable Rate in effect from the Third Amendment Effective Date through the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant toSection 7.02(b) for the fiscal quarter ending September 30, 2008 shall be determined based upon the applicable Pricing Tier 1.

“Term Loan” has the meaning specified inSection 2.01(b). For the avoidance of doubt, it is understood and agreed that the Term Loan consists of the term loan advance made by the Lenders on the Closing Date, the term loan advance made by the Lenders on the Second Amendment Effective Date and the term loan advance made by the Lenders on the Third Amendment Effective Date.

“Term Loan Commitment” means, as to each Lender, its obligation to make its portion of the Term Loan to the Borrower pursuant toSection 2.01(b). The aggregate principal amount of the Term Loan Commitments to be funded on the Third Amendment Effective Date is FIFTY MILLION DOLLARS ($50,000,000). Such Term Loan Commitments to be funded on the Third Amendment Effective Date are set forth on Addendum II toSchedule 2.01.

(c) Clause (c)(vii) in the definition of “Consolidated EBITDA” in Section 1.01 of the Credit Agreement is hereby amended to add the following new clauses (C), (D) and (E)after clause (B) at the end thereof:

(C)(i) all one-time cash charges of Accuro in any period prior to March 31, 2008 so long as such one-time cash charges added back to Consolidated Net Income do not exceed $3,000,000 in the aggregate, (ii) all non-cash charges related to the Accuro Acquisition (including any charges in connection with discounted deferred revenue, in-process research and development, write-downs or write-offs of software development costs and write-downs or write-offs of intangible assets) during such period, in each case, that do not represent a cash item in such period or any future period and (iii) all integration, severance and other one-time cash charges related to the Accuro Acquisition so long as such one-time cash charges related to the Accuro Acquisition do not exceed $5,000,000 in the aggregate during such period,

3

(D) cash charges during such period resulting from the termination of the Borrower’s interest rate Swap Contracts in existence on the Third Amendment Effective Date and (E)(i) for the period ending September 30, 2008 up to $7,500,000 of the costs that would have been saved if the Accuro Acquisition had occurred as of the first day of such period due to synergies with Accuro, (ii) for the period ending December 31, 2008, an amount equal to 75% of the amount added back to Consolidated Net Income pursuant to clause (E)(i) above, (iii) for the period ending March 31, 2009, an amount equal to 50% of the amount added back to Consolidated Net Income pursuant to clause (E)(i) above and (iv) for the period ending June 30, 2009, an amount equal to 25% of the amount added back to Consolidated Net Income pursuant to clause (E)(i) above,

(d) The following sentence is hereby added at the end of the definition of “Funded Indebtedness” in Section 1.01 of the Credit Agreement to read as follows:

It is understood and agreed that the Deferred Payment shall not be considered Funded Indebtedness.

(e) A new sentence is hereby added at the end of the definition of “Permitted Acquisition” in Section 1.01 of the Credit Agreement to read as follows:

Notwithstanding the foregoing, the Accuro Acquisition shall be considered a Permitted Acquisition for all purposes of this Agreement; provided, however, the consideration paid for the Accuro Acquisition shall not count toward the baskets for Permitted Acquisitions contained in subclause (ix) above.

(f) Section 2.01(b) of the Credit Agreement is hereby amended to read as follows:

(b)Term Loan. On the Closing Date and the Second Amendment Effective Date, the Lenders advanced term loans (collectively, the “Term Loan”) to the Borrower in Dollars in an aggregate principal amount of THREE HUNDRED TWENTY MILLION DOLLARS ($320,000,000). Immediately prior to the Third Amendment Effective Date, the principal balance of the Term Loan was ONE HUNDRED NINETY-SEVEN MILLION FORTY-NINE THOUSAND EIGHT HUNDRED FIFTY-TWO DOLLARS ($197,049,852.00). On the Third Amendment Effective Date, an additional FIFTY MILLION DOLLARS ($50,000,000) under the Term Loan is being advanced hereunder, such that after giving effect thereto, the aggregate principal amount of the Term Loan on the Third Amendment Effective Date will be TWO HUNDRED FORTY-SEVEN MILLION FORTY-NINE THOUSAND EIGHT HUNDRED FIFTY-TWO DOLLARS ($247,049,852.00). On the Third Amendment Effective Date, each Lender with an existing Term Loan Commitment (as indicated on Addendum II toSchedule 2.01) on the Third Amendment Effective Date severally agrees to make its portion of such third advance of the Term Loan to the Borrower in Dollars on the Third Amendment Effective Date in an amount not to exceed such Lender’s Term Loan Commitment. Amounts repaid on the Term Loan may not be reborrowed. The Term Loan may consist of Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

4

(g) Section 2.07(c) of the Credit Agreement is hereby amended to read as follows:

(e)Term Loan. The Borrower shall repay the outstanding principal amount of the Term Loan in installments on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant toSection 2.05), unless accelerated sooner pursuant toSection 9.02:

Payment Dates	Principal Amortization Payment
June 30, 2008	$624,700.34
September 30, 2008	$624,700.34
December 31, 2008	$624,700.34
March 31, 2009	$624,700.34
June 30, 2009	$624,700.34
September 30, 2009	$624,700.34
December 31, 2009	$624,700.34
March 31, 2010	$624,700.34
June 30, 2010	$624,700.34
September 30, 2010	$624,700.34
December 31, 2010	$624,700.34
March 31, 2011	$624,700.34
June 30, 2011	$624,700.34
September 30, 2011	$624,700.34
December 31, 2011	$624,700.34
March 31, 2012	$624,700.34
June 30, 2012	$624,700.34
September 30, 2012	$624,700.34
December 31, 2012	$624,700.34
March 31, 2013	$624,700.34
June 30, 2013	$624,700.34
September 30, 2013	$624,700.34
Term Loan Maturity Date	Outstanding Principal Balance of Term Loan

(h) A new sentence is hereby added at the end of Section 7.11 of the Credit Agreement to read as follows:

For the avoidance of doubt, the proceeds of the Credit Extensions shall also be permitted to finance the Accuro Acquisition.

5

(i) Section 8.02 of the Credit Agreement is hereby amended by deleting the period at the end thereof and replacing it with the following text “; and” and by adding a new Section 8.02(n) at the end thereof which shall read as follows:

(n) Investments of the Loan Parties consisting of purchases of accounts receivable from customers in an aggregate amount not to exceed $30,000,000 at any time outstanding.

(j) The Revolving Commitments identified onSchedule 2.01 of the Credit Agreement are hereby amended to read as provided onSchedule 2.01 attached hereto, and an Addendum II is hereby added toSchedule 2.01 of the Credit Agreement and shall read as provided on Addendum II attached hereto.

2. Conditions Precedent. This Amendment shall be effective upon satisfaction of the following conditions precedent:

(a) Receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors, the Required Lenders, Lenders holding a majority of the Revolving Commitments and Bank of America, N.A., as Administrative Agent;

(b) Receipt by the Administrative Agent of a certificate of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, (i) certifying that the Organizational Documents of each Loan Party delivered on the Closing Date have not been amended, supplemented or otherwise modified since the Closing Date except as otherwise disclosed to the Administrative Agent directly, and remain in full force and effect as of the Third Amendment Effective Date and (ii) attaching resolutions of each Loan Party approving and adopting this Amendment, the transactions contemplated herein and authorizing the execution and delivery of this Amendment and any documents, agreements or certificates related thereto and certifying that such resolutions have not been amended, supplemented or otherwise modified and remain in full force and effect as of the Third Amendment Effective Date and are the only resolutions of such Loan Party relating to this Amendment.

(c) Receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Third Amendment Effective Date, in form and substance satisfactory to the Administrative Agent.

(d) Receipt by the Administrative Agent of satisfactory evidence that the Borrower’s acquisition of all of the Equity Interests of Accuro Healthcare Solutions, Inc. will be consummated simultaneously with the funding of the Term Loan on the Third Amendment Effective Date.

(e) Receipt by the Administrative Agent and the Lenders of all fees due and payable to the Administrative Agent and the Lenders in connection with this Amendment.

6

3.Miscellaneous.

(a) The Credit Agreement, and the obligations of the Loan Parties thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.

(b) Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) affirms all of its obligations under the Loan Documents and (iii) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents.

(c) Each Loan Party hereby represents and warrants as follows:

(i) Each Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(ii) This Amendment has been duly executed and delivered by the Loan Parties and constitutes each of the Loan Parties’ legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(iii) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by any Loan Party of this Amendment.

(d) The Loan Parties represent and warrant to the Lenders that (i) the representations and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in each other Loan Document are true and correct in all material respects as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date and (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default.

(e) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

(f)THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7

(g) Upon execution of this Amendment by the Required Lenders and the Lenders holding a majority of the Revolving Commitments, this Amendment supersedes and replaces that certain Third Amendment to Credit Agreement dated as of May 9, 2008 entered into among the Borrower, the Guarantors, the Lenders party thereto and Bank of America, N.A., as Administrative Agent, and such prior Third Amendment is now null and void.

[remainder of page intentionally left blank]

8

Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

BORROWER:	MEDASSETS, INC.,
	a Delaware corporation
	By: Name:	/s/ Jonathan H. GlennJonathan H. Glenn
	Title:	Executive Vice President
		Chief Legal and Administrative Officer
GUARANTORS:	ASPEN HEALTHCARE METRICS LLC,
	a Delaware limited liability company
	By: Name:	/s/ Jonathan H. GlennJonathan H. Glenn
	Title:	Vice President and Secretary
	MEDASSETS ANALYTICAL SYSTEMS, LLC,
	a Delaware limited liability company
	By: Name:	/s/ Jonathan H. GlennJonathan H. Glenn
	Title:	Vice President and Secretary
	AVEGA HEALTH SYSTEMS, LLC,
	a Delaware limited liability company
	By: Name:	/s/ Jonathan H. GlennJonathan H. Glenn
	Title:	Vice President and Secretary

MEDASSETS NET REVENUE SYSTEMS, LLC,
a Delaware limited liability company
By: Name:	/s/ Jonathan H. GlennJonathan H. Glenn
Title:	Secretary
MEDASSETS SUPPLY CHAIN SYSTEMS, LLC,
a Delaware limited liability company
By: Name:	/s/ Jonathan H. GlennJonathan H. Glenn
Title:	Executive Vice President and Secretary
RADIOLOGY PARTNERS LLC,
a Delaware limited liability company
By: Name:	/s/ Jonathan H. GlennJonathan H. Glenn
Title:	Secretary
DOMINIC & IRVINE, LLC,
a Delaware limited liability company
By: Name:	/s/ Jonathan H. GlennJonathan H. Glenn
Title:	Secretary
MEDASSETS FINANCIAL SERVICES LLC,
a Delaware limited liability company
By: Name:	/s/ Jonathan H. GlennJonathan H. Glenn
Title:	Secretary

ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A.,
	as Administrative Agent
	By: Name:	/s/ Anne M. ZeschkeAnne M. Zeschke
	Title:	Assistant Vice President
LENDERS:	BANK OF AMERICA, N.A.,
	as a Lender, Swing Line Lender and L/C Issuer
	By: Name:	/s/ R. Shawn JankoR. Shawn Janko
	Title:	Senior Vice President
	RIVERSIDE PARK CLO LTD.
	By: GSO Debt Funds Management LLC
	as Collateral Manager
	By: Name:	/s/ Dean T. CriaresDean T. Criares
	Title:	Senior Managing Director
	FM Leveraged Capital Fund II
	By: GSO Debt Funds Management LLC as
	Subadviser to FriedbergMilstein LLC
	By: Name:	/s/ Sanjai BhonsleSanjai Bhonsle
	Title:	Authorized Signatory
	Gail Force 1 CLO, Ltd.
	By: GSO Debt Funds Management LLC as
	Collateral Manager
	By: Name:	/s/ Sanjai BhonsleSanjai Bhonsle
	Title:	Authorized Signatory
	Gail Force 2 CLO, Ltd.
	By: GSO Debt Funds Management LLC as
	Collateral Manager
	By: Name:	/s/ Sanjai BhonsleSanjai Bhonsle
	Title:	Authorized Signatory

Gail Force 3 CLO, Ltd.
By: GSO Debt Funds Management LLC as
Collateral Manager
By: Name:	/s/ Sanjai BhonsleSanjai Bhonsle
Title:	Authorized Signatory
Gail Force 4 CLO, Ltd.
By: GSO Debt Funds Management LLC as
Collateral Manager
By: Name:	/s/ Sanjai BhonsleSanjai Bhonsle
Title:	Authorized Signatory
HUDSON STRAITS CLO 2004, LTD.
By: GSO Debt Funds Management LLC as
Collateral Manager
By: Name:	/s/ Sanjai BhonsleSanjai Bhonsle
Title:	Authorized Signatory
Sun Life Assurance Company of Canada (US)
By: GSO CP Holdings LP as Sub-Advisor
By: Name:	/s/ Sanjai BhonsleSanjai Bhonsle
Title:	Authorized Signatory
Denali Capital LLC, managing member of
DC Funding Partners LLC, portfolio manager for
DENALI CAPITAL CLO IV, LTD., or an affiliate
By: Name:	/s/ Kelli C. MartiKelli C. Marti
Title:	Senior Vice President

Denali Capital LLC, managing member of
DC Funding Partners LLC, portfolio manager for
DENALI CAPITAL CLO VI, LTD., or an affiliate
By: Name:	/s/ Kelli C. MartiKelli C. Marti
Title:	Senior Vice President
Denali Capital LLC, managing member of
DC Funding Partners LLC, portfolio manager for
DENALI CAPITAL CLO VII, LTD., or an affiliate
By: Name:	/s/ Kelli C. MartiKelli C. Marti
Title:	Senior Vice President
Denali Capital LLC, managing member of
DC Funding Partners LLC, portfolio manager for
DENALI CAPITAL CREDIT OPPORTUNITY
FUND FINANCING, LTD., or an affiliate
By: Name:	/s/ Kelli C. MartiKelli C. Marti
Title:	Senior Vice President
LIGHTPOINT CLO III, LTD
LIGHTPOINT CLO IV, LTD
LIGHTPOINT CLO VII, LTD
LIGHTPOINT CLO VIII, LTD
By: Name:	/s/ Timothy S. Van KirkTimothy S. Van Kirk
Title:	Managing Director
Stanfield Daytona CLO, Ltd
By: Stanfield Capital Partners, LLC
as its Collateral Manager
By: Name:	/s/ Stephen M. AlfieriStephen M. Alfieri
Title:	Managing Partner

Stanfield Arnage CLO, Ltd By: Stanfield Capital Partners, LLC as its Collateral Manager
By:	/s/ Stephen M. Alfieri
Name:	Stephen M. Alfieri
Title:	Managing Partner
Stanfield Modena CLO, Ltd By: Stanfield Capital Partners, LLC as its Asset Manager
By:	/s/ Stephen M. Alfieri
Name:	Stephen M. Alfieri
Title:	Managing Partner
Stanfield AZURE CLO, Ltd. By: Stanfield Capital Partners, LLC as its Collateral Manager
By:	/s/ Stephen M. Alfieri
Name:	Stephen M. Alfieri
Title:	Managing Partner
Stanfield Bristol CLO, Ltd. By: Stanfield Capital Partners, LLC as its Collateral Manager
By:	/s/ Stephen M. Alfieri
Name:	Stephen M. Alfieri
Title:	Managing Partner
Stanfield Carrera CLO, Ltd. By: Stanfield Capital Partners, LLC as its Asset Manager
By:	/s/ Stephen M. Alfieri
Name:	Stephen M. Alfieri
Title:	Managing Partner
Stanfield Vantage CLO, Ltd By: Stanfield Capital Partners, LLC as its Asset Manager
By:	/s/ Stephen M. Alfieri
Name:	Stephen M. Alfieri
Title:	Managing Partner

Stanfield Veyron CLO, Ltd
By: Stanfield Capital Partners, LLC
as its Collateral Manager
By: Name:	/s/ Stephen M. AlfieriStephen M. Alfieri
Title:	Managing Partner
Eagle Loan Trust
By: Stanfield Capital Partners, LLC
as its Collateral Manager
By: Name:	/s/ Stephen M. AlfieriStephen M. Alfieri
Title:	Managing Partner
Stanfield McLaren CLO, Ltd.
By: Stanfield Capital Partners, LLC
as its Collateral Manager
By: Name:	/s/ Stephen M. AlfieriStephen M. Alfieri
Title:	Managing Partner
XL Re Europe Limited
By: Stanfield Capital Partners, LLC
as its Collateral Manager
By: Name:	/s/ Stephen M. AlfieriStephen M. Alfieri
Title:	Managing Partner
Grand Central Asset Trust, EAP Series
By: Name:	/s/ Valerie OppermanValerie Opperman
Title:	As Attorney-In-Fact
Grand Central Asset Trust, CAMERON I Series
By: Name:	/s/ Bernard MarasaBernard Marasa
Title:	As Attorney-In-Fact

As agent for AIB Debt Management Limited
By: Name:	/s/ Des BrennanDes Brennan
Title:	Assistant Vice President
	Investment Advisor to
	AIB Debt Management, Limited
As Agent for AIB Debt Management Limited
By: Name:	/s/ Norbet GalliganNorbet Galligan
Title:	Vice President
	Investment Advisor to
	AIB Debt Management, Limited
Bismarck CBNA Loan Funding LLC
By: Name:	/s/ Emilie RoviaroEmilie Roviaro
Title:	As Attorney-In-Fact
ColumbusNova CLO Ltd. 2006-I
as a Lender
By: Name:	/s/ Paul L. CalPaul L. Cal
Title:	Associate Director
ColumbusNova CLO Ltd. 2006-II
as a Lender
By: Name:	/s/ Paul L. CalPaul L. Cal
Title:	Associate Director
ColumbusNova CLO Ltd. 2007-I
as a Lender
By: Name:	/s/ Paul L. CalPaul L. Cal
Title:	Associate Director

ColumbusNova CLO IV Ltd. 2007-II
as a Lender
By: Name:	/s/ Paul L. CalPaul L. Cal
Title:	Associate Director
DEUTSCHE BANK TRUST COMPANY AMERICAS
By: Name:	/s/ Carin KeeganCarin Keegan
Title:	Director
By: Name:	/s/ Omayra LaucellaOmayra Laucella
Title:	Vice President
General Electric Capital Corporation
By: Name:	/s/ Peter B. ZonePeter B. Zone
Title:	Its Duly Authorized Signatory
GE Business Financial Services Inc.
(formerly known as Merrill Lynch Business
Financial Services Inc.)
By: Name:	/s/ Peter B. ZonePeter B. Zone
Title:	Its Duly Authorized Signatory
CIT Healthcare LLC
By: Name:	/s/ R. T. RollerR. T. Roller
Title:	Authorized Signatory

ARTUS LOAN FUND 2007-I, LTD.
BABSON CLO LTD. 2003-I
BABSON CLO LTD. 2004-I
BABSON CLO LTD. 2004-II
BABSON CLO LTD. 2005-I
BABSON CLO LTD. 2005-II
BABSON CLO LTD. 2005-III
BABSON CLO LTD. 2006-I
BABSON CLO LTD. 2006-II
BABSON CLO LTD. 2007-I
BABSON MID-MARKET CLO LTD. 2007-II
BABSON LOAN OPPORTUNITY CLO, LTD.
SAPPHIRE VALLEY CDO I, LTD.
By: Babson Capital Management LLC as Collateral Manager
By: Name:	/s/ Arthur J. McMahan, Jr.Arthur J. McMahan, Jr.
Title:	Director
C.M. LIFE INSURANCE COMPANY
By: Babson Capital Management LLC as
Investment Sub-Adviser
By: Name:	/s/ Arthur J. McMahan, Jr.Arthur J. McMahan, Jr.
Title:	Director
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: Babson Capital Management LLC as
Investment Adviser
By: Name:	/s/ Arthur J. McMahan, Jr.Arthur J. McMahan, Jr.
Title:	Director
JEFFERIES FINANCE CP FUNDING LLC
By: Name:	/s/ Charlie J. FranklinCharlie J. Franklin
Title:	Closing Manager

JFIN CLO 2007 LTD.
By: Jefferies Finance LLC as Collateral Manager
By:	/s/ Charlie J. Franklin
Name:	Charlie J. Franklin
Title:	Closing Manager
WatchTower CLO I PLC
By: Citadel Limited Partnership, Collateral Manager
By: Citadel Investment Group, L.L.C., its General Partner
as a Lender, Swing Line Lender and L/C Issuer
By:	/s/ Erica L. Tarpey
Name:	Erica L. Tarpey
Title:	Authorized Signatory
GoldenTree Loan Opportunities III, Limited
By: GoldenTree Asset Management, LP
By:	/s/ Karen A. Weber
Name:	Karen A. Weber
Title:	Director — Bank Debt
GoldenTree Loan Opportunities IV, Limited
By: GoldenTree Asset Management, LP
By:	/s/ Karen A. Weber
Name:	Karen A. Weber
Title:	Director — Bank Debt
GoldenTree Loan Opportunities V, Limited
By: GoldenTree Asset Management, LP
By:	/s/ Karen A. Weber
Name:	Karen A. Weber
Title:	Director — Bank Debt
Madison Capital Funding LLC
By:	/s/ Faraaz Kamran
Name:	Faraaz Kamran
Title:	Senior Vice President

Founders Grove CLO, Ltd. By: Tall Tree Investment Management, LLC as Collateral Manager
By:	/s/ Douglas L. Winchell
Name:	Douglas L. Winchell
Title:	Officer
Grant Grove CLO, Ltd. By: Tall Tree Investment Management, LLC as Collateral Manager
By:	/s/ Douglas L. Winchell
Name:	Douglas L. Winchell
Title:	Officer
Muir Grove CLO, Ltd. By: Tall Tree Investment Management, LLC as Collateral Manager
By:	/s/ Douglas L. Winchell
Name:	Douglas L. Winchell
Title:	Officer
Avenue CLO Fund, Ltd.
Avenue CLO II, Ltd.
Avenue CLO III, Ltd.
Avenue CLO IV, Ltd.
Avenue CLO V, Ltd.
Avenue CLO VI, Ltd.
By:	/s/ Richard D’Addario
Name:	Richard D’Addario
Title:	Senior Portfolio Manager
Eagle Master Fund Ltd.
By: Citigroup Alternative Investments LLC, as
Investment Manager for and on behalf of Eagle Master Fund Ltd.
By:	/s/ Melanie Hanlon
Name:	Melanie Hanlon
Title:	Director

REGATTA FUNDING LTD. By: Citigroup Alternative Investments LLC, as attorney-in-fact
By:	/s/ Melanie Hanlon
Name:	Melanie Hanlon
Title:	Director
LMP Corporate Loan Fund, Inc.
By: Citigroup Alternative Investments LLC
By:	/s/ Melanie Hanlon
Name:	Melanie Hanlon
Title:	Director
LEHMAN COMMERCIAL PAPER INC
By:	/s/ Ahuva Schwager
Name:	Ahuva Schwager
Title:	Authorized Signatory
EMPORIA PREFERRED FUNDING I, LTD. By: Emporia Capital Management, LLC
By:	/s/ Steven Alexander
Name:	Steven Alexander
Title:	Director
By:	/s/ Peter Burton
Name:	Peter Burton
Title:	Vice President
EMPORIA PREFERRED FUNDING III, LTD.
By: Emporia Capital Management, LLC
By:	/s/ Steven Alexander
Name:	Steven Alexander
Title:	Director
By:	/s/ Peter Burton
Name:	Peter Burton
Title:	Vice President

	EMPORIA PREFERRED FUNDING IV, LTD. By: Emporia Capital Management, LLC
	By:	/s/ Steven Alexander
	Name:	Steven Alexander
	Title:	Director
	By:	/s/ Peter Burton
	Name:	Peter Burton
	Title:	Vice President
	LATITUDE CLO I, LTD
	By:	/s/ Kirk Wallace
��	Name:	Kirk Wallace
	Title:	Senior Vice President
	LATITUDE CLO II, LTD
	By:	/s/ Kirk Wallace
	Name:	Kirk Wallace
	Title:	Senior Vice President
	LATITUDE CLO III, LTD
	By:	/s/ Kirk Wallace
	Name:	Kirk Wallace
	Title:	Senior Vice President
	GLADSTONE BUSINESS INVESTMENT, LLC
	By:	/s/ John Sateri
	Name:	John Sateri
	Title:	Managing Director
	OAK HILL CREDIT PARTNERS II, LIMITED
	By: Oak Hill CLO Management II, LLC
	As Investment Manager
	By:	/s/ Scott D. Krase
	Name:	Scott D. Krase
	Title:	Authorized Person

OAK HILL CREDIT PARTNERS III, LIMITED
By: Oak Hill CLO Management III, LLC
As Investment Manager
By:	/s/ Scott D. Krase
Name:	Scott D. Krase
Title:	Authorized Person
OAK HILL CREDIT PARTNERS IV, LIMITED
By: Oak Hill CLO Management IV, LLC As Investment Manager
By:	/s/ Scott D. Krase
Name:	Scott D. Krase
Title:	Authorized Person
OAK HILL CREDIT PARTNERS V, LIMITED
By: Oak Hill CLO Management V, LLC As Investment Manager
By:	/s/ Scott D. Krase
Name:	Scott D. Krase
Title:	Authorized Person
CRP V
By: Oak Hill Advisors, L.P. As Portfolio Manager
By:	/s/ Scott D. Krase
Name:	Scott D. Krase
Title:	Authorized Person
SMBC MVI SPC, on behalf of and for the account of Segregated Portfolio No. 1
By: Oak Hill Separate Account Management I, LLC
As Investment Manager
By:	/s/ Scott D. Krase
Name:	Scott D. Krase
Title:	Authorized Person

OHA PARK AVENUE CLO I, LTD.
By: Oak Hill Advisors, L.P.
As Investment Manager
By:	/s/ Scott D. Krase
Name:	Scott D. Krase
Title:	Authorized Person
GOLDMAN SACHS BANK USA
By:	/s/ William Yarbenet
Name:	William Yarbenet
Title:	Vice President
BNP PARIBAS
By:	/s/ Kandice Gu
Name:	Kandice Gu
Title:	Vice President
By:	/s/ Claire d’Ussel
Name:	Claire d’Ussel
Title:	Vice President
MERRILL LYNCH CAPITAL SERVICES, INC.
By:	/s/ Neyda Darias
Name:	Neyda Darias
Title:	Vice President
Wachovia Bank, National Association
By:	/s/ Kirk Tesch
Name:	Kirk Tesch
Title:	Vice President
CIT CLO I LTD.
By:	/s/ Roger M. Burns
Name:	Roger M. Burns
Title:	President, CIT Asset Management

WhiteHorse II, Ltd.
By: WhiteHorse Capital Partners, L.P.
As Collateral Manager
By:	/s/ Jay Carvell
Name:	Jay Carvell, CFA
Title:	Portfolio Manager
WhiteHorse IV, Ltd.
By: WhiteHorse Capital Partners, L.P
As Collateral Manager
By:	/s/ Jay Carvell
Name:	Jay Carvell, CFA
Title:	Portfolio Manager
WhiteHorse V, Ltd.
By: WhiteHorse Capital Partners, L.P
As Collateral Manager
By:	/s/ Jay Carvell
Name:	Jay Carvell, CFA
Title:	Portfolio Manager
GRAND HORN CLO LTD. By: Seix Investment Advisors LLC, as Collateral Manager
By:	/s/ George Goudelias
Name:	George Goudelias
Title:	Managing Director
ROSEDALE CLO II LTD.
By: Princeton Advisory Group, Inc., as Collateral Manager
By:	/s/ Scott O’Connell
Name:	Scott O’Connell
Title:	Vice President