Execution Copy
AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT
AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT, dated as of
March 5, 1998, (this "Amendment No. 1") by and among: The Multicare Companies,
Inc. and certain Subsidiaries identified on the signature pages hereto as
"Borrowers"; the institutions identified on the signature pages hereto as
"Lenders"; Mellon Bank, N.A. as Issuer of Letters of Credit and as
Administrative Agent; Citicorp USA, Inc. as Syndication Agent; First Union
National Bank as Documentation Agent; and NationsBank, N.A. as Syndication
Agent.
Background
A Credit Agreement, dated as of October 9, 1997, ("the
Original Credit Agreement") was entered into by and among The Multicare
Companies, Inc. and certain of its Subsidiaries as Borrowers, Mellon Bank, N.A.
as Issuer of Letters of Credit and Administrative Agent, Citicorp USA, Inc. as
Syndication Agent, First Union National Bank as Documentation Agent,
Nationsbank, N.A. as Syndication Agent, and the Lenders and other Agents
identified therein. Terms are used in this Amendment No. 1 as defined in the
Original Credit Agreement unless otherwise specified.
The Original Credit Agreement requires, among other things,
(1) that the Borrowers maintain a December 31 fiscal year, (2) that the
Borrowers deliver, among other financial statements, consolidated financial
statements of Genesis and its subsidiaries, which for those purposes, was
defined to include the Borrowers and (3) that certain dispositions be
consummated on or before December 31, 1997. The Borrowers have requested the
Agents and the Lenders to modify the terms of the Original Credit Agreement (a)
to permit the fiscal year of the Borrowers to be changed to September 30, (b) to
replace the requirement that the Borrowers deliver the aforesaid consolidated
financial statements (including the Borrowers) with a requirement that the
Borrowers deliver the financial statements of Genesis and its regularly
consolidated subsidiaries (which currently excludes the Borrowers) and (c) to
extend the date by which the Borrowers' institutional pharmacy business must be
sold. The Agents and the Lenders are willing to so modify the Original Credit
Agreement on the terms and subject to the conditions set forth below.
NOW THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows.
Agreement
1. Amendments to Original Credit Agreement. The Original Credit
Agreement, as of the Amendment No. 1 Effective Date (as defined below), is
amended in each of the following respects.
1.1 Excess Cash Flow. Section 1.5(b)(i) of the Original
Credit Agreement (Excess Cash Flow) is amended by replacing the date "December
31, 1998" in the second line thereof with the date "September 30, 1998".
1.2 Reference to Fiscal Year in Provision Respecting Fee
Calculation. Section 1.9(a) of the Original Credit Agreement (Commitment Fees)
is amended by replacing the phrase "for the fiscal year ending December 31,
1997" in the sixth line thereof with the phrase "for the fiscal quarter ending
December 31, 1997".
1.3 Delivery of Genesis Annual Financial Statements.
Clause (ii) of Section 6.1(a) of the Original Credit Agreement (Annual Financial
Statements) is amended in its entirety to read as follows:
(ii) statements of income, cash flows and changes in
stockholders' equity for Genesis and its
consolidated Subsidiaries, on a consolidated basis,
for such fiscal year and a balance sheet of Genesis
and its consolidated Subsidiaries, on a
consolidated basis, as of the close of such fiscal
year.
1.4 Delivery of Genesis Quarterly Financial Statements.
Clause (ii) of Section 6.1(b) of the Original Credit Agreement (Quarterly
Financial Statements) is amended in its entirety to read as follows:
(ii) statements of income, cash flows and changes in
stockholders' equity for Genesis and its
consolidated Subsidiaries, on a consolidated basis,
for such fiscal quarter, together with the
applicable year- to-date statements and a balance
sheet of such Persons, on a consolidated basis, as
of the end of such fiscal quarter.
1.5 Fiscal Year of Borrowers. The last sentence of Section
6.4 of the Original Credit Agreement (Maintenance of Records; Fiscal Year) is
amended in its entirety to read as follows: "Each Borrower shall maintain, and
shall cause the Surety to maintain, a fiscal year end of September 30."
1.6 Date for Sale of Pharmacy. Section 6.18 of the Original
Credit Agreement (Certain Dispositions) shall be amended in its entirety to read
as follows:
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The Borrowers shall sell to Genesis and/or one or more of its
Subsidiaries (other than Surety or Multicare or any Subsidiary of
either of them) their contract therapy business for a cash purchase
price of approximately $24,000,000.00 and their institutional
pharmacy business for a cash purchase price of approximately
$50,000,000.00, each on terms and conditions satisfactory to the
Agents. The contract therapy sale shall be consummated on or before
December 31, 1997 and the institutional pharmacy sale shall be
consummated on or before June 30, 1998.
1.7 Reference to Fiscal Year in Lease Expenditure Provision.
Paragraph (c) of Section 8.7 of the Original Credit Agreement (Leases) is
amended by replacing the date "December 31, 1997" in the fourth line thereof
with the date "September 30, 1997" and by replacing the date "December 31, 1998"
in the sixth line thereof with the date "September 30, 1998".
1.8 Reference to Fiscal Year in Capital Expenditure
Covenant. Section 8.15 of the Original Credit Agreement (Capital Expenditures)
is amended by replacing the date "December 31, 1997" in the fourth line thereof
with the date "September 30, 1997".
1.9 Reference to Fiscal Year in Definition of "Applicable
Margin". The definition of "Applicable Margin" in Section 11.1 of the Original
Credit Agreement (Certain Definitions) is amended by replacing the phrase "for
the fiscal year ended December 31, 1997" in the fourth line thereof with the
phrase "for the fiscal quarter ended December 31, 1997".
1.10 Definition of "Genesis Group". The definition of "Genesis
Group" in Section 11.1 of the Original Credit Agreement (Certain Definitions) is
amended in its entirety to read as follows:
"Genesis Group" means Genesis and its consolidated
Subsidiaries, provided, however, whether or not the Multicare
Group shall ever be consolidated with Genesis for GAAP
purposes, the "Genesis Group" shall not include the Multicare
Group.
2. Representations and Warranties. In order to induce the
Lenders, the Issuer and the Agents to agree to amend the Original Credit
Agreement, each of the Borrowers, jointly and severally, makes the following
representations and warranties, which shall survive the execution and delivery
of this Amendment No. 1:
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(a) The change in the fiscal year of the Borrowers and
Surety was made as of September 30, 1997 such that the
fiscal year ending September 30, 1998 will include four
full fiscal quarters;
(b) No Default or Event of Default has occurred and is
continuing or would exist immediately after giving effect
to the amendments contained herein; and
(c) Each of the representations and warranties set forth in
the Credit Agreement is true and correct in all material
respects both before and after giving effect to the
amendments and transactions contemplated hereby as though
each such representation and warranty were made at and as
of the date hereof and as of the Amendment No. 1 Effective
Date.
3. Amendment No. 1 Effective Date. The amendments set forth in
Section 1 above and the waivers set forth in Section 4 below shall be effective
on the date (the "Amendment No. 1 Effective Date") that each of the following
conditions is satisfied:
3.1 Execution of Amendment. Each of the Borrowers and the
Required Lenders shall have executed this Amendment No. 1 and the Surety shall
have executed the acknowledgement set forth below.
3.2 Other Documents and Information. The Administrative
Agent shall have received such other documents and information as it shall
reasonably request.
4. Waiver. The Lenders waive any default that might have
occurred under those provisions of the Original Credit Agreement amended
pursuant to Section 1 above as a direct result of the failure to sell the
institutional pharmacy business prior to December 31, 1997 or as a direct result
of the change in the fiscal year prior to the Amendment No. 1 Effective Date. In
addition, the Lenders waive any default that might have occurred under the
Original Credit Agreement amended pursuant to Section 1 above as a direct result
of the failure of Multicare to deliver the consolidated financial statements of
Genesis and its consolidated Subsidiaries and Multicare and its consolidated
Subsidiaries (whether or not all such entities are consolidated under GAAP) as
at, and for the period ended, December 31, 1997, so long as the requirements to
deliver the financial statements specified in this Amendment No. 1 are
satisfied. The aforesaid waivers are limited to their express terms and do not
imply (a) any further waiver if the sale is not consummated by June 30, 1998 in
accordance with the terms of the Credit Agreement or (b) any other or future
waivers.
5. Counterparts. This Amendment No. 1 may be executed in
counterparts and by different parties hereto in separate counterparts, each of
which, when executed and
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delivered, shall be deemed to be an original and all of which, when taken
together, shall constitute one and the same instrument. A photocopied or
facsimile signature shall be deemed to be the functional equivalent of a
manually executed original for all purposes.
6. Ratification. The Original Credit Agreement, as amended by
this Amendment No. 1, and the other Loan Documents are, and shall continue to
be, in full force and effect and are hereby in all respects confirmed, approved
and ratified. Without limiting the generality of the foregoing, the undersigned
Borrowers and Surety, in their capacity as pledgors under the Pledge Agreement,
confirm that the security interest granted pursuant to the Pledge Agreement
continues to secure all of the Obligations (as defined in the Pledge Agreement)
and the undersigned Surety confirms that the Suretyship Agreement continues to
guaranty, and provide a suretyship for, all of the Guaranteed Obligations (as
defined in the Suretyship Agreement).
7. Payment of Expenses. Without limiting other payment
obligations of the Borrowers set forth in the Loan Documents, the Borrowers
hereby, jointly and severally, agree to pay all costs and expenses incurred by
the Administrative Agent in connection with the preparation, execution and
delivery of this Amendment No. 1 and any other documents or instruments which
may be delivered in connection herewith, including, without limitation, the
reasonable fees and expenses of its counsel, Drinker Biddle & Reath LLP.
8. Authorization to Agents. Each Lender hereby authorizes the
Administrative Agent to take such action (including, without limitation, signing
amendments to Loan Documents) as shall be consistent with the purposes hereof
and as it shall deem necessary or appropriate to carry out the purposes of this
Amendment No. 1.
9. Governing Law. This Amendment No. 1 shall be construed in
accordance with, and governed by, the laws of the Commonwealth of Pennsylvania,
without regard to choice of law principles.
10. References. From and after the Amendment No. 1 Effective
Date, each reference in the Credit Agreement to "this Agreement", "hereof",
"hereunder" or words of like import, and all references to the Credit Agreement
in any and all Loan Documents, other agreements, instruments, documents,
certificates and writings of every kind and nature, shall be deemed to mean the
Original Credit Agreement as modified and amended by this Amendment No. 1 and as
the same may be further amended, modified or supplemented in accordance with the
terms thereof.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to
be duly executed as of the date first above written.
BORROWERS:
THE MULTICARE COMPANIES, INC., a
Delaware corporation
By____________________________________
Name: James V. McKeon
Title: Vice President, Controller
and Assistant Secretary
Address for notices:
148 West State Street
Kennett Square, PA 19348
Attention: Ira C. Gubernick, Esq.
Telephone: (610) 444-6350
Facsimile: (610) 444-3365
ADS APPLE VALLEY LIMITED
PARTNERSHIP, a Massachusetts limited
partnership, by: ADS Apple Valley, Inc.
its General Partner
ADS RECUPERATIVE CENTER
ADS DARTMOUTH GENERAL LIMITED PARTNERSHIP, a
PARTNERSHIP, a Massachusetts general Massachusetts limited partnership, by
partnership, by ADS Dartmouth ALF, Inc. ADS Recuperative Center, Inc., its
and ADS Senior Housing, Inc., its General Partner
General Partners
ADS HINGHAM LIMITED CARE 4, L.P., a Delaware limited
PARTNERSHIP, a Massachusetts limited partnership, by Institutional Health
partnership, by ADS Hingham Nursing Care Services, Inc., its General
Facility, Inc., its General Partner Partner
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CARE HAVEN ASSOCIATES LIMITED
PARTNERSHIP, a West Virginia limited
partnership, by Glenmark Associates, Inc.
and GMA Partnership Holding Company,
Inc., its General Partners
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Initials of Signor
CUMBERLAND ASSOCIATES OF RHODE ISLAND, L.P., a Delaware limited partnership, by
Health Resources of Cumberland, Inc., its General Partner
GLENMARK PROPERTIES I, LIMITED PARTNERSHIP, a West Virginia limited partnership,
by Glenmark Associates, Inc. and GMA Partnership Holding Company, Inc., its
General Partners
GROTON ASSOCIATES OF CONNECTICUT, L.P., a Delaware limited partnership, by
Health Resources of Groton, Inc., its General Partner
MIDDLETOWN (RI) ASSOCIATES OF RHODE ISLAND, L.P., a Delaware limited
partnership, by Health Resources of Middletown (R.I.), Inc., its General Partner
POINT PLEASANT HAVEN LIMITED PARTNERSHIP, a West Virginia limited partnership,
by Glenmark Associates, Inc., its General Partner
RALEIGH MANOR LIMITED PARTNERSHIP, a West Virginia limited partnership, by
Glenmark Associates, Inc., its General Partner
Address for notices: 148 West State Street Kennett Square, PA 19348
Attention: Ira C. Gubernick, Esq. Telephone: (610) 444-6350 Facsimile: (610)
444-3365
ROMNEY HEALTH CARE CENTER LIMITED PARTNERSHIP, a West Virginia limited
partnership, by Glenmark Associates, Inc., its General Partner
SISTERVILLE HAVEN LIMITED PARTNERSHIP, a West Virginia limited partnership, by
Glenmark Associates, Inc., its General Partner
TEAYS VALLEY HAVEN LIMITED PARTNERSHIP, a West Virginia limited partnership, by
Glenmark Associates, Inc., its General Partner
THE STRAUS GROUP - HOPKINS HOUSE, L.P., a New Jersey limited partnership, by
Encare of Wyncote, Inc., its General Partner
THE STRAUS GROUP - QUAKERTOWN MANOR, L.P., a New Jersey limited partnership, by
Encare of Quakertown, Inc., its General Partner
WALLINGFORD ASSOCIATES OF CONNECTICUT, L.P., a Delaware limited partnership, by
Health Resources of Wallingford, Inc., its General Partner
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WARWICK ASSOCIATES OF RHODE ISLAND, L.P., a Delaware limited partnership, by
Health Resources of Warwick, Inc., its General Partner
By:__________________________ On behalf of each of the foregoing as Vice
President, Controller and Assistant Secretary of the General Partner
HOLLY MANOR ASSOCIATES OF NEW JERSEY, L.P., a Delaware limited partnership, by
Encare of Mendham, L.L.C., its General Partner, by Century Care Management,
Inc., its authorized manager
MERCERVILLE ASSOCIATES OF NEW JERSEY, L.P., a Delaware limited partnership, by
Breyut Convalescent Center, L.L.C., its General Partner, by Century Care
Management, Inc., its authorized manager
POMPTON ASSOCIATES, L.P., a New Jersey limited partnership, by Pompton Corp.,
L.L.C., its General Partner, by Century Care Management, Inc., its authorized
manager
THE STRAUS GROUP - OLD BRIDGE, L.P., a New Jersey limited partnership, by Health
Resources of Emery, L.L.C., its General Partner, by Century Care Management,
Inc., its authorized manager
THE STRAUS GROUP - RIDGEWOOD, L.P., a New Jersey limited partnership, by Health
Resources of Ridgewood, L.L.C., its General Partner, by Century Care Management,
Inc., its authorized manager
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By:__________________________ On behalf of each of the foregoing as Vice
President, Controller and Assistant Secretary of the manager
Address for notices: 149 West State Street Kennett Square, PA 19348
Attention: Ira C. Gubernick, Esq.
Telephone: (610) 444-6350
Facsimile: (610) 444-3365
ACADEMY NURSING HOME, INC., a Massachusetts corporation
ADS APPLE VALLEY, INC., a Massachusetts corporation
ADS CONSULTING, INC., a Massachusetts corporation
ADS DANVERS ALF, INC., a Delaware corporation
ADS DARTMOUTH ALF, INC., a Delaware corporation
ADS HINGHAM ALF, INC., a Delaware Corporation
ADS HINGHAM NURSING FACILITY, INC., a Massachusetts corporation
ADS HOME HEALTH, INC., a Delaware corporation
ADS MANAGEMENT, INC., a Massachusetts corporation
ADS/MULTICARE, INC., a Delaware corporation
ADS RECUPERATIVE CENTER, INC., a Massachusetts corporation
ADS SENIOR HOUSING, INC., a Massachusetts corporation
ADS VILLAGE MANOR, INC., a Massachusetts corporation
ANR, INC., a Delaware corporation
APPLEWOOD HEALTH RESOURCES, INC., a Delaware corporation
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Initials of Signor
AUTOMATED PROFESSIONAL ACCOUNTS, INC., a West Virginia corporation
BERKS NURSING HOMES, INC., a Pennsylvania corporation
BETHEL HEALTH RESOURCES, INC., a Delaware corporation
BRIGHTWOOD PROPERTY, INC., a West Virginia corporation
CENTURY CARE CONSTRUCTION, INC., a New Jersey corporation
CENTURY CARE MANAGEMENT, INC., a Delaware corporation
CHATEAU VILLAGE HEALTH RESOURCES, INC., a Delaware corporation
CHG INVESTMENT CORP., INC., a Delaware corporation
CHNR-1, INC., a Delaware corporation
COLONIAL HALL HEALTH RESOURCES, INC., a Delaware corporation
COLONIAL HOUSE HEALTH RESOURCES, INC., a Delaware corporation
COMPASS HEALTH SERVICES, INC., a West Virginia corporation
CONCORD HEALTH GROUP, INC., a Delaware corporation
CONCORD HOME HEALTH, INC., a Pennsylvania corporation
CONCORD PHARMACY SERVICES, INC., a Pennsylvania corporation
CONCORD REHAB, INC., a Pennsylvania corporation
CONCORD SERVICE CORPORATION, a Pennsylvania corporation
CVNR, INC., a Delaware corporation
DELM NURSING, INC., a Pennsylvania corporation
ELMWOOD HEALTH RESOURCES, INC., a Delaware corporation
ENCARE OF MASSACHUSETTS, INC., a Delaware corporation
ENCARE OF PENNYPACK, INC., a Pennsylvania corporation
ENCARE OF QUAKERTOWN, INC., a Pennsylvania corporation
ENCARE OF WYNCOTE, INC., a Pennsylvania corporation
ENR, INC., a Delaware corporation
GLENMARK ASSOCIATES, INC., a West Virginia corporation
GMA - BRIGHTWOOD, INC., a West Virginia corporation
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Initials of Signor
GMA CONSTRUCTION, INC., a West Virginia corporation
GMA - MADISON, INC., a West Virginia corporation
GMA PARTNERSHIP HOLDING COMPANY, INC., a West Virginia corporation
GMA - UNIONTOWN, INC., a Pennsylvania corporation
HEALTH RESOURCES OF BROADMAN, INC., a Delaware corporation
HEALTH RESOURCES OF CEDAR GROVE, INC., a New Jersey corporation
HEALTH RESOURCES OF COLCHESTER, INC., a Connecticut corporation
HEALTH RESOURCES OF COLUMBUS, INC., a Delaware corporation
HEALTH RESOURCES OF CUMBERLAND, INC., a Delaware corporation
HEALTH RESOURCES OF EATONTOWN, INC., a New Jersey corporation
HEALTH RESOURCES OF FARMINGTON, INC., a Delaware corporation
HEALTH RESOURCES OF GARDNER, INC., a Delaware corporation
HEALTH RESOURCES OF GLASTONBURY, INC., a Connecticut corporation
HEALTH RESOURCES OF GROTON, INC., a Delaware corporation
HEALTH RESOURCES OF LAKEVIEW, INC., a New Jersey corporation
HEALTH RESOURCES OF LEMONT, INC., a Delaware corporation
HEALTH RESOURCES OF LYNN, INC., a New Jersey corporation
HEALTH RESOURCES OF KARMENTA AND MADISON, INC., a Delaware corporation
HEALTH RESOURCES OF MARCELLA, INC., a Delaware corporation
HEALTH RESOURCES OF MIDDLETOWN (R.I.), INC., a Delaware corporation
HEALTH RESOURCES OF MORRISTOWN, INC., a New Jersey corporation
HEALTH RESOURCES OF NORFOLK, INC., a Delaware corporation
HEALTH RESOURCES OF NORWALK, INC., a Connecticut corporation
HEALTH RESOURCES OF PENNINGTON, INC., a New Jersey corporation
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Initials of Signor
HEALTH RESOURCES OF ROCKVILLE, INC., a Delaware corporation
HEALTH RESOURCES OF SOUTH BRUNSWICK, INC., a New Jersey corporation
HEALTH RESOURCES OF TROY HILLS, INC., a New Jersey corporation
HEALTH RESOURCES OF WALLINGFORD, INC., a Delaware corporation
HEALTH RESOURCES OF WARWICK, INC., a Delaware corporation
HEALTHCARE REHAB SYSTEMS, INC., a Pennsylvania corporation
HORIZON ASSOCIATES, INC., a West Virginia corporation
HORIZON MEDICAL EQUIPMENT AND SUPPLY, INC., a West Virginia corporation
HORIZON MOBILE, INC., a West Virginia corporation
HORIZON REHABILITATION, INC., a West Virginia corporation
HR OF CHARLESTON, INC., a West Virginia corporation
HRWV Huntington, Inc., a West Virginia corporation
INSTITUTIONAL HEALTH CARE SERVICES, INC., a New Jersey corporation
LAKEWOOD HEALTH RESOURCES, INC., a Delaware corporation
LAUREL HEALTH RESOURCES, INC., a Delaware corporation
LEHIGH NURSING HOMES, INC., a Pennsylvania corporation
LWNR, INC., a Delaware corporation
MABRI CONVALESCENT CENTER, INC., a Connecticut corporation
MARKGLEN, INC., a West Virginia corporation
MARSHFIELD HEALTH RESOURCES, INC., a Delaware corporation
MONTGOMERY NURSING HOMES, INC., a Pennsylvania corporation
MULTICARE AMC, INC., a Delaware Corporation
MULTICARE HOME HEALTH OF ILLINOIS, INC., a Delaware corporation
NATIONAL PHARMACY SERVICE, inc., a Pennsylvania corporation
NURSING AND RETIREMENT CENTER OF THE ANDOVERS, INC., a Massachusetts corporation
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Initials of Signor
PHC OPERATING CORP., a Delaware corporation
POCAHONTAS CONTINUOUS CARE CENTER, INC., a West Virginia corporation
PRESCOTT NURSING HOME, INC., a Massachusetts corporation
PROGRESSIVE REHABILITATION CENTERS, INC., a Delaware corporation
PROVIDENCE HEALTH CARE, INC., a Delaware corporation
REST HAVEN NURSING HOME, INC, a West Virginia corporation
RIDGELAND HEALTH RESOURCES, INC., a Delaware corporation
RIVER PINES HEALTH RESOURCES, INC., a Delaware corporation
RIVERSHORES HEALTH RESOURCES, INC., a Delaware corporation
RLNR, INC., a Delaware corporation
ROSE HEALTHCARE, INC., a New Jersey corporation
ROSE VIEW MANOR, INC., a Pennsylvania corporation
RSNR, INC., a Delaware corporation
RVNR, INC., a Delaware corporation
SENIOR LIVING VENTURES, INC., a Pennsylvania corporation
SCHUYLKILL NURSING HOMES, INC., a Pennsylvania corporation
SCHUYLKILL PARTNERSHIP ACQUISITION CORP., a Pennsylvania corporation
SENIOR SOURCE, INC., a Massachusetts corporation
SNOW VALLEY HEALTH RESOURCES, INC., a Delaware corporation
SOLOMONT FAMILY FALL RIVER VENTURE, INC., a Massachusetts corporation
SOLOMONT FAMILY MEDFORD VENTURE, INC., a Massachusetts corporation
STAFFORD CONVALESCENT CENTER, INC., a Delaware corporation
S.T.B. INVESTORS, LTD., a New York corporation
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Address for notices:
148 West State Street
Kennett Square, PA 19348
Attention: Ira C. Gubernick, Esq.
Telephone: (610) 444-6350
Facsimile: (610) 444-3365
SVNR, INC., a Delaware corporation
THE ADS GROUP, INC., a Massachusetts corporation
TRI-STATE MOBILE MEDICAL SERVICES, INC., a West Virginia corporation
WESTFORD NURSING AND RETIREMENT CENTER, INC., a Massachusetts corporation
WILLOW MANOR NURSING HOME, INC., a Massachusetts corporation
By:___________________________________
On behalf of each of the foregoing as
Vice President, Controller and
Assistant Secretary
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BREYUT CONVALESCENT CENTER, L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
ENCARE OF MENDHAM, L.L.C., a New Jersey limited liability company, by Century
Care Management, Inc., its authorized manager
HEALTH RESOURCES OF BRIDGETON, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF CINNAMINSON, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF CRANBURY, L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF EMERY, L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF ENGLEWOOD, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF EWING, L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF FAIR LAWN, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF JACKSON, L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF RIDGEWOOD, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
HEALTH RESOURCES OF WEST ORANGE, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
POMPTON CARE, L.L.C., a New Jersey limited liability company, by Century Care
Management, Inc., its authorized manager
ROEPHEL CONVALESCENT CENTER, L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
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Initials of Signor
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TOTAL REHABILITATION CENTER, L.L.C.,
a New Jersey limited liability corporation, by
Century Care Management, Inc., its authorized manager
By:_______________________
On behalf of each of the foregoing
Vice President, Controller
and Assistant Secretary of the manager
Address for notices:
148 West State Street
Kennett Square, PA 19348
Attention: Ira C. Gubernick, Esq.
Telephone: (610) 444-6350
Facsimile: (610) 444-3365
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AGENTS, ISSUER AND LENDERS:
MELLON BANK, N.A., as a Lender,
as Issuer and as Administrative Agent
By________________________________
Name:
Title:
Address for notices:
street address:
AIM 199-5220
Mellon Independence Center
701 Market Street
Philadelphia, Pennsylvania 19106
mailing address:
AIM 199-5220
P.O. Box 7899
Philadelphia, Pennsylvania 19101-7899
Attention: Linda Sigler,
Loan Administration
Telephone: 215-553-4583
Facsimile: 215-553-4789
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With a copy to
Plymouth Meeting Executive Campus
610 W. Germantown Pike, Suite 200
Plymouth Meeting, Pennsylvania 19462
Attention: Barbara J. Hauswald
Vice President
Telephone: 610-941-8412
Facsimile: 610-941-4136
With a copy for notices
respecting assignments to:
MELLON BANK, N.A.
One Mellon Bank Center
45th Floor
Pittsburgh, PA 15258-0001
Attention: Dean Hazelton
Telephone: 412-236-0316
Facsimile: 412-234-4612
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CITICORP USA INC., as a Lender and
as Syndication Agent
By________________________________
Name:
Title:
Address for notices:
399 Park Avenue
8th Floor, Zone 6
New York, NY 10043
Attention: Margaret A. Brown
Telephone: 212-559-0501
Facsimile: 212-793-0289
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FIRST UNION NATIONAL BANK, as a
Lender and as Documentation Agent
By________________________________
Name:
Title:
Address for notices:
One First Union Center TW-5
Charlotte, NC 28288-0735
Attention: Matt MacIver
Telephone: 704-374-4187
Facsimile: 704-383-9144
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NATIONSBANK, N.A., as a Lender and
as a Syndication Agent
By_______________________________
Name:
Title:
Address for notices:
101 North Tryon Street
15th Floor
Charlotte, NC 28255
NC1-001-15-11
Attention: Jacquetta Banks
Telephone: 704-388-1111
Facsimile: 704-386-8694
With a copy to
100 North Tryon Street
8th Floor
Charlotte, NC 28255
NC1-007-0813
Attention: Scott Ward
Telephone: 704-388-7839
Facsimile: 704-388-6002
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CORESTATES BANK, N.A.
By:_______________________________
Name:
Title:
Address for notices:
CoreStates Bank, N.A.
1339 Chestnut Street
F.C. 1-8-3-22
P.O. Box 7618
Philadelphia, PA 19101-7618
Attention: Jennifer Leibowitz
Telephone: (215) 786-3972
Facsimile: (215) 973-2738
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CREDIT LYONNAIS NEW YORK BRANCH
By:______________________________
Name:
Title:
Address for notices:
Credit Lyonnais New York Branch
1301 Avenue of the Americas
New York, NY 10019
Attention: Evan S. Wasser
Telephone: (212) 261-7685
Facsimile: (212) 261-3440
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FLEET NATIONAL BANK
By:______________________________
Name:
Title:
Address for notices:
Fleet National Bank
One Federal Street
MA OF 007B
Boston, MA 02110
Attention: Carol Paige
Telephone: (617) 346-4619
Facsimile: (617) 346-4699
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THE INDUSTRIAL BANK OF JAPAN, LIMITED
By:_________________________________
Name:
Title:
Address for notices:
The Industrial Bank of Japan, Limited
1251 Avenue of the Americas
New York, NY 10020
Attention: Ken Takehisa
Telephone: (212) 282-3321
Facsimile: (212) 282-4490
-25-
NATIONAL WESTMINSTER BANK Plc
By:______________________________
Name:
Title:
Address for notices:
National Westminster Bank Plc
175 Water Street, 26th Floor
New York, NY 10038
Attention: Andrew Weinberg
Phone: (212) 602-4438
Facsimile: (212) 602-4506
with a copy to:
Gleacher NatWest Inc.
660 Madison Avenue, 17th Floor
New York, NY 10021
Attention: Field Smith
Telephone: (212) 418-4525
Facsimile: (212) 418-4598
-26-
THE SAKURA BANK, LIMITED
By:______________________________
Name:
Title:
Address for notices:
The Sakura Bank, Limited
277 Park Avenue, 45th Floor
New York, NY 10172
Attention: Philip Schubert
Telephone: (212) 756-6945
Facsimile: (212) 888-7651
-27-
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
By:______________________________
Name:
Title:
Address for notices:
Bank of America National Trust
& Savings Associations
555 S. Flower Street, 11th Floor
Los Angeles, CA 90071
Attention: Lucy Nixon
Telephone: (213) 228-9716
Facsimile: (213) 228-2756
-28-
BANQUE PARIBAS
By:______________________________
Name:
Title:
Address for notices:
Banque Paribas
787 Seventh Avenue
New York, NY 10019
Attention: David R. Laffey
Telephone: (212) 841-2216
Facsimile: (212) 841-2292
-29-
BANKBOSTON, N.A.
By:______________________________
Name:
Title:
Address for notices:
BankBoston, N.A.
100 Federal Street, 01-08-06
Boston, MA 02110
Attention: Frank Fama
Telephone: (617) 434-4144
Facsimile: (617) 434-0819
-30-
THE BANK OF NEW YORK
By:______________________________
Name:
Title:
Address for notices:
The Bank of New York
One Wall Street, 21st Floor
New York, NY 10286
Attention: Walter C. Parelli
Telephone: (212) 635-6820
Facsimile: (212) 635-7970
-31-
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By:____________________________________
Name:
Title:
Address for notices:
Bank of Tokyo-Mitsubishi Trust Company
1251 Avenue of the Americas, 12th Floor
New York, NY 10020-1104
Attention: Ned Komar
Telephone: (212) 782-4584
Facsimile: (212) 782-4935
-32-
CRESTAR BANK
By:______________________________
Name:
Title:
Address for notices:
Crestar Bank
120 E. Baltimore Street, 25th Floor
Baltimore, MD 21202
Attention: Leesa McShane
Telephone: (410) 986-1672
Facsimile: (410) 986-1670
-33-
DRESDNER BANK AG, NEW YORK
BRANCH AND GRAND CAYMAN BRANCH
By:______________________________
Name:
Title:
Address for notices:
By:______________________________
Name:
Title:
Address for notices:
Dresdner Bank AG, New York
75 Wall Street, 25th Floor
New York, NY 10005-2889
Attention: Felix K. Camacho
Telephone: (212) 429-3007
Facsimile: (212) 429-2129
-34-
FINOVA CAPITAL CORPORATION
By:______________________________
Name:
Title:
Address for notices:
Finova Capital Corporation
311 S. Wacker, Suite 4400
Chicago, IL 60606
Attention: Brian Williamson
Telephone: (312) 294-4175
Facsimile: (312) 322-3553
-35-
KEY CORPORATE CAPITAL INC.
By:______________________________
Name: Angela Mago
Title: Vice President
Address for notices:
Key Corporate Capital Inc.
c/o Key Bank, N.A.
127 Public Square
Cleveland, OH 44114
Attention: Angela Mago
OH-01-27-0605
Telephone: (216) 689-3247
Facsimile: (216) 689-5970
-36-
FIRST NATIONAL BANK OF MARYLAND
By:______________________________
Name:
Title:
Address for notices:
First National Bank of Maryland
25 S. Charles Street, 18th Floor
Baltimore, MD 21201
Attention: Robert H. Hauver
Telephone: (410) 244-4246
Facsimile: (410) 244-4388
-37-
NATEXIS BANQUE BFCE
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
Address for notices:
Natexis Banque BFCE
645 Fifth Avenue, 20th Floor
New York, NY 10022
Attention: Frank Madden
Telephone: (212) 872-5180
Facsimile: (212) 872-5045
-38-
NATIONAL CITY BANK OF PENNSYLVANIA
By:______________________________
Name:
Title:
Address for notices:
National City Bank of Pennsylvania
20 Stanwix Street, 46-25-191
Pittsburgh, PA 15222
Loc. 46-25-191
Attention: Debra W. Riefner
Telephone: (412) 644-8880
Facsimile: (412) 471-4883
-39-
THE SANWA BANK, LIMITED
By:______________________________
Name:
Title:
Address for notices:
The Sanwa Bank, Limited
55 E. 52nd Street
New York, NY 10055
Attention: Christian Kambour
Telephone: (212) 339-6232
Facsimile: (212) 754-1304
-40-
THE SUMITOMO BANK, LIMITED
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
Address for notices:
The Sumitomo Bank, Limited
One Liberty Place
1650 Market Street, Suite 2860
Philadelphia, PA 19103
Attention: J. Wade Bell
Telephone: (215) 636-4440
Facsimile: (215) 636-4446
-41-
SUMMIT BANK
By:__________________________________________
Name: James P. Andersen
Title: Vice President and Regional Manager
Address for notices:
Summit Bank
250 Moore Street, 2nd Floor
Hackensack, NJ 07601
Attention: Christine Clausen
Telephone: (201) 646-5080
Facsimile: (201) 646-9497
-42-
THE DAI-ICHI KANGYO BANK, LTD.
By:______________________________
Name:
Title:
Address for notices:
The Dai-Ichi Kangyo Bank, Ltd.
One World Trade Center, 48th Floor
New York, NY 10048
Attention: Takayuki Kumagai
Telephone: (212) 432-6651
Facsimile: (212) 488-8955
-43-
CREDITANSTALT CORPORATE FINANCE, INC.
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
Address for notices:
Creditanstalt Corporate Finance, Inc.
Two Greenwich Plaza
Greenwich, CT 06830
Attention: Fiona McKone
Telephone: (203) 861-6590
Facsimile: (203) 861-0297
-44-
CREDIT SUISSE FIRST BOSTON
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
Address for notices:
Credit Suisse First Boston
11 Madison Avenue
New York, NY 10010
Attention: Robert B. Potter
Telephone: (212) 325-9154
Facsimile: (212) 325-8319
-45-
FIRST NATIONAL BANK OF CHICAGO
By:______________________________
Name:
Title:
Address for notices:
First National Bank of Chicago
1 First National Plaza
Chicago, IL 60670
Attention: Tom Harkless
Telephone: (312) 732-2478
Facsimile: (312) 732-2016
-46-
SCOTIABANC, INC.
By:______________________________
Name:
Title:
Address for notices:
ScotiaBanc, Inc.
600 Peachtree Street NE
Suite 2700
Atlanta, GA 30308
Attention: Dana Maloney
Telephone: (404) 877-1524
Facsimile: (404) 888-8998
-47-
CIBC INC.
By:______________________________
Name:
Title:
Address for notices:
CIBC Inc.
425 Lexington Avenue, 8th Floor
New York, NY 10025
Attention: Judith Kirshner
Telephone: (212) 856-4157
Facsimile: (212) 856-2991
-48-
AMSOUTH BANK
By:______________________________
Name:
Title:
Address for notices:
AmSouth Bank
1900 5th Ave. N. AST7FL
Birmingham, AL 35203
Attention: Ken DiFatta
Telephone: (205) 801-0358
Facsimile: (205) 326-4790
-49-
PFL LIFE INSURANCE COMPANY
By:__________________________________________
Name:
Title:
Address for notices:
PFL Life Insurance Company
c/o Aegon USA Investment Management, Inc.
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
Attention: John Bailey, Securities Analyst
Telephone: (319) 369-2811
Facsimile: (319) 369-2666
-50-
PEOPLES INTERNAL BOND FUND
By:______________________________
Name:
Title:
Address for notices:
Peoples Internal Bond Fund
c/o Aegon USA Investment Management, Inc.
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
Attention: John Bailey, Securities Analyst
Telephone: (319) 369-2811
Facsimile: (319) 369-2666
Payment Advice
--------------
Attention: Securities Processing
Peoples Internal Bond Fund
c/o AEGON USA Investment Management, Inc.
400 W. Market Street
Louisville, KY 40202
Fax Number: (502) 560-2068
-51-
FLOATING RATE PORTFOLIO
By: Chancellor LGT Senior Secured
Management, Inc., as attorney in fact
By:______________________________
Christopher A. Bondy, Vice President
Address for notices:
Floating Rate Portfolio
c/o Chancellor LGT Senior Secured
Management, Inc.
1166 Avenue of the Americas, 27th Floor
New York, NY 10036
Attention: Christopher A. Bondy
Telephone: (212) 278-9673
Facsimile: (212) 278-9619
-52-
PRIME INCOME TRUST
By:______________________________
Name:
Title:
Address for notices:
Prime Income Trust
c/o Dean Witter Intercapital, Inc.
72nd Floor
Two World Trade Center
New York, NY 10048
Attention: Louis A. Pistecchia
Telephone: (212) 392-5845
Facsimile: (212) 392-5345
-53-
DEEPROCK & COMPANY
By: Eaton Vance Management
as Investment Advisor
By:______________________________
Name:
Title:
Address for notices:
State Street Bank & Trust Company
Corporate Trust Division
One Enterprise Drive
North Quincy, MA 02171
Attention: Patrick McEnroe
Telephone: (617) 664-5367
Facsimile: (617) 664-5366
Eaton Vance Management
Attention: Prime Rate Reserves
24 Federal Street, 6th Floor
Boston, MA 02110
Attention: Payson Swaffield
Telephone: (617) 654-8486
Telecopier: (617) 695-9594
Reference:
-54-
ING HIGH INCOME PRINCIPAL
PRESERVATION OFFERING, L.P.
By:______________________________
Name:
Title:
Address for notices:
Ing High Income Principal Preservation
Offering, L.P.
c/o Ing Capital Advisors, Inc.
333 S. Grand Avenue, Suite 4250
Los Angeles, CA 90071
Attention: Kathleen Lenarcic
Telephone: (213) 346-3971
Facsimile: (213) 346-3995
-55-
MASSACHUSETTS MUTUAL LIFE INSURANCE CO.
By:____________________________________
Name:
Title:
Address for notices:
Massachusetts Mutual Life Insurance Co.
1295 State Street
Springfield, MA 01111
Attention: John Wheeler, Managing Director
Telephone: (413) 744-6228
Facsimile: (413) 744-6127
-56-
MERRILL LYNCH SENIOR FLOATING
RATE FUND, INC.
By: Merrill Lynch Asset Management,
L.P., as Investment Advisor
By:______________________________
Name:
Title:
Address for notices:
Merrill Lynch Senior Floating Rate Fund, Inc.
c/o Merrill Lynch Asset Management
800 Scudders Mill Road - Area 1B
Plainsboro, NJ 08536
Attention: Douglas Henderson
Telephone: (609) 282-2059
Facsimile: (609) 282-2550
-57
METROPOLITAN LIFE INSURANCE COMPANY
By:______________________________
Name:
Title:
Address for notices:
Metropolitan Life Insurance Company
334 Madison Avenue
Convent Station, NJ 07961-0633
Attention: James Dingler
Asst. Vice President
Telephone: (201) 254-3206
Facsimile: (201) 254-3050
-58-
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By:______________________________
Name:
Title:
Address for notices:
The Northwestern Mutual Life Insurance
Company
720 E. Wisconsin Avenue
Milwaukee, WI 53202
Attention: David A. Barras
Associate Director
Telephone: (414) 299-1618
Facsimile: (414) 299-7124
-59-
NEW YORK LIFE INSURANCE
AND ANNUITY CORPORATION
By: New York Life Insurance Company
By:______________________________
Name:
Title:
Address for notices:
New York Life Insurance and Annuity
Corporation
c/o New York Life Insurance Company
51 Madison Avenue, Room 206
New York, NY 10010
Attention: Elise Chowdhry
Telephone: (212) 576-7830
Facsimile: (212) 447-4122
-60-
OAK HILL SECURITIES FUND, L.P.
By: Oak Hill Securities GenPar, L.P.,
Its General Partner
By: Oak Hill Securities MGP, Inc.,
Its General Partner
By:______________________________
Name:
Title:
Address for notices:
Oak Hill Securities Fund, L.P.
c/o Oak Hill Partners, Inc.
65 East 55th Street - 32nd Floor
New York, NY 10022
Attention: Scott Krase, Vice President
Telephone: (212) 326-1551
Facsimile: (212) 593-3596
-61-
OCTAGON CREDIT INVESTORS LOAN
PORTFOLIO (A Unit of The Chase Manhattan Bank)
By:__________________________________________
Name:
Title:
Address for notices:
Octagon Credit Investors Loan Portfolio
(A Unit of The Chase Manhattan Bank)
c/o Octagon Credit Investors
380 Madison Avenue, 12th Floor
New York, NY 10017
Attention: James P. Ferguson
Managing Director
Telephone: (212) 622-3070
Facsimile: (212) 622-3797
-62-
PARIBAS CAPITAL FUNDING LLC
By:______________________________
Name:
Title:
Address for notices:
Paribas Capital Funding LLC
787 Seventh Avenue, 32nd Floor
New York, NY 10019
Attention: Michael Weinberg
Telephone: (212) 841-2544
Facsimile: (212) 841-2144
with a copy to:
State Street Bank & Trust Co.
Corporate Trust Dept.
Attn: Richard Wagman
Amy Molisse
Phone: (617) 664-5410
Fax: (617) 664-5366(67)(68)
-63-
PILGRIM AMERICA PRIME RATE TRUST
By:______________________________
Name:
Title:
Address for notices:
Pilgrim America Prime Rate Trust
c/o Pilgrim America Investments, Inc.
Two Renaissance Square
40 North Central Avenue, Suite 1200
Phoenix, AZ 85004-3444
Attention: Michael Bacevich, Vice President
Telephone: (602) 417-8258
Facsimile: (602) 417-8327
-64-
ROYALTON COMPANY
By: Pacific Investment Management
Company, as its Investment Advisor
By:______________________________
Name:
Title:
Address for notices:
Royalton Company
c/o Pacific Investment Management Co.
840 Newport Center Drive
Newport Beach, CA 92658
Attention: Richard Weil/Raymond Kennedy
Telephone: (714) 717-7213 (Richard)
(714) 717-7363 (Raymond)
Facsimile: (714) 717-7076
-65-
NORTHERN LIFE INSURANCE COMPANY
By:______________________________
Name:
Title:
Address for notices:
Northern Life Insurance Company
c/o Reliastar Investment Research, Inc.
100 Washington Avenue South, Suite 800
Minneapolis, MN 55401-2121
Attention: Tim Warrick, Vice President
Telephone: (612) 372-5258
Facsimile: (612) 372-5368
-66-
KZH - SOLEIL CORPORATION
By:______________________________
Name:
Title:
Address for notices:
KZH - Soleil Corporation
c/o The Chase Manhattan Bank
450 West 33rd Street - 15th Floor
New York, NY 10001
Attention: Virginia Conway
Telephone: (212) 946-7575
Facsimile: (212) 946-7776
-67-
KZH HOLDING CORPORATION III
By:______________________________
Name:
Title:
Address for notices:
KZH Holding Corporation III
c/o The Chase Manhattan Bank
450 West 33rd Street - 15th Floor
New York, NY 10001
Attention: Virginia Conway
Telephone: (212) 946-7575
Facsimile: (212) 946-7776
-68-
KZH-CRESCENT CORPORATION
By:______________________________
Name:
Title:
Address for notices:
KZH-Crescent Corporation
c/o The Chase Manhattan Bank
450 West 33rd Street - 15th Floor
New York, NY 10001
Attention: Virginia Conway
Telephone: (212) 946-7575
Facsimile: (212) 946-7776
-69-
VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By:______________________________
Name:
Title:
VAN KAMPEN CLO I, LIMITED
by: Van Kampen American Capital
Management, Inc., as Collateral
Manager, as Assignee
By:______________________________
Name:
Title:
Address for notices:
Van Kampen American Capital
One Parkview Plaza
Oakbrook Terrace, IL 60181
Attention: Jeffrey Maillet
Telephone: (630) 684-6438
Facsimile: (630) 684-6740 or 6741
-70-
CONTINENTAL ASSURANCE COMPANY
Separate Account (E)
By: TCW Asset Management Company as attorney-in-fact
By:________________________________________________
Name:
Title:
Address for notices:
By:________________________________________________
Name: Mark L. Gold
Title: Managing Director
Address for notices:
Continental Assurance Company
c/o TCW Asset Management Company
200 Park Avenue, Suite 2200
New York, NY 10166-0228
Attention: Mark L. Gold/Justin L. Driscoll
Telephone: (212) 297-4137
Facsimile: (212) 297-4159
-71-
CIBC INC.
By:______________________________
Name:
Title:
Address for notices:
CIBC Inc.
c/o Canadian Imperial Bank of Commerce
425 Lexington Avenue, 7th Floor
New York, NY 10025
Attention: William Swenson
Telephone: (212) 856-3935
Facsimile: (212) 856-3799
-72-
MORGAN STANLEY SENIOR FUNDING, INC.
By:______________________________
Name:
Title:
Address for notices:
MORGAN STANLEY SENIOR FUNDING, INC.
1585 Broadway, 10th Floor
New York, New York 10036
Attention: James Morgan
Telephone: (212) 761-4866
Facsimile: (212) 761-0592
-73-
CRESCENT/MACH I PARTNERS, L.P.
by: TCW Asset Management Company,
its Investment Manager
By:______________________________
Name:
Title:
Address for notices:
Crescent/Mach I Partners L.P.
c/o State Street Bank & Trust Co.
Two International Place
Boston, MA 02110
Attention: Jackie Kilroy
Telephone: (617) 664-5477
Facsimile: (617) 664-5366
PLEASE COPY RATE SET NOTICE TO:
-------------------------------
Mark L. Gold/Justin L. Driscoll
Trust Company of the West
200 Park Avenue
New York, NY 10166
Telephone: (212) 297-4137
Fax: (212) 297-4159
-74-
PHADMIN:68311
NEW YORK LIFE INSURANCE COMPANY
By:______________________________
Name:
Title:
Address for notices:
New York Life Insurance and
Annuity Corporation
c/o New York Life Insurance Company
51 Madison Avenue
Room 206
New York, New York 10010
Attention: Elise Chowdhry
Telephone: (212) 576-7830
Facsimile: (212) 447-4122
-75-
CITY NATIONAL BANK
By:_______________________
Name:
Title:
Address for notices:
-76-
TORONTO-DOMINION BANK
By:________________________
Address for notices:
The Toronto-Dominion Bank
909 Fannin, Suite 1700
Houston, TX 77010
Attention: Sonja R. Jordan
Telephone: 713/653-8244
Fax: 713/951-9921
-77-
LEHMAN COMMERCIAL PAPER INC.
By:_________________________
Address for notices:
Lehman Commercial Paper Inc.
3 World Financial Center
New York, NY 10285
Attention: Michele Swanson
Telephone: 212/526-0330
Fax: 212/528-0819
-78-
CAPTIVA II FINANCE LTD.
By:__________________________________________
Address for notices:
Captiva II Finance Ltd.
c/o Deutsche Morgan Grenfell (Cayman) Limited
P.O. Box 1984GT, Elizabethan Square
Grand Cayman, Cayman Islands
Attention: Director
Telephone: (345) 949-8244
Facsimile: (345) 949-8178
with a copy to:
Stanfield Capital Partners
175 Water Street
New York, NY 10038
Attention: Christopher Jansen
Telephone: (212) 602-3650
Facsimile: (212) 602-3670
-79-
CERES FINANCE LTD.
By:____________________________________________
Address for notices:
Ceres Finance Ltd.
c/o Deutsche Morgan Grenfell (Cayman) Limited
P.O. Box 1984GT, Elizabethan Square
Grand Cayman, Cayman Islands
Attention: Director
Telephone: (345) 949-8244
Facsimile: (345) 949-8178
with a copy to:
Stanfield Capital Partners
175 Water Street
New York, NY 10038
Attention: Christopher Jansen
Telephone: (212) 602-3650
Facsimile: (212) 602-3670
-80-
COOPERATIEVE CENTRALE RAIFFEIFEN-
BEORENLEENBANK B.A. "RABOBANK
NEDERLAND", NEW YORK BRANCH
By:______________________________
Name:
Title:
-81-
AMARA-2 FINANCE LTD.
By:__________________________________
Name:
Title:
Address for notices:
Amara-2 Finance Ltd.
c/o Stanfield Capital Partners LLC
175 Water Street
New York, NY 10038
Attention: Christopher E. Janson
Telephone: (212) 602-3650
Facsimile: (212) 602-3670
-82-
MLCBO IV (CAYMAN) LTD.
BY: PROTECTIVE ASSET MANAGEMENT
COMPANY, as Collateral Manager
By:_______________________________________
Name:
Title:
Address for notices:
MLCBO IV (CAYMAN) LTD.
c/o Protective Asset Management Company,
as Collateral Manager
13455 Noel Road
Dallas, TX 75240
Attention: Cathy Ragsdale
Telephone: (972) 233-4300
Facsimile: (972) 233-4343
-83-
PAMCO CAYMAN LTD.
BY: PROTECTIVE ASSET MANAGEMENT
COMPANY, as Collateral Manager
By:________________________________________
Name:
Title:
Address for notices:
PAMCO CAYMAN LTD.
c/o Protective Asset Management Company,
as Collateral Manager
13455 Noel Road
Dallas, TX 75240
Attention: Cathy Ragsdale
Telephone: (972) 233-4300
Facsimile: (972) 233-4343
-84-
JACKSON NATIONAL LIFE INSURANCE
COMPANY
By: PPM America, Inc., as attorney-
in-fact, on behalf of Jackson National
Life Insurance Company
By:___________________________________
Name: Michael DiRe
Title: Managing Director
Address for notices:
PPM America, Inc.
c/o Michael King
225 W. Wacker, Suite 1200
Chicago, IL 60606
Attention: Michael DiRe
Telephone: (312) 634-1206
Facsimile: (312) 634-0054
-85-
CYPRESSTREE INVESTMENT PARTNERS I.,
Ltd.
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By:___________________________________
Name: Philip C. Robbins
Title: Vice President
Address for notices:
-86-
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital, as Portfolio Advisor
By:________________________________________
Name:
Title:
Address for notices:
Indosuez Capital Funding III, Limited
c/o Texas Commerce Bank N.A.
A/C 17499
600 Travis Street, 8th Floor
Houston, TX 77002-8039
Attention: Joe Elston, Asset Backed Group
Telephone: (713) 216-2704
Facsimile: (713) 216-2101
-87-
THE ROYAL BANK OF SCOTLAND plc
By:___________________________
Name: David Dougan
Title: Vice President
Address for notices:
The Royal Bank of Scotland plc
Wall Street Plaza
88 Pine Street, 26th Floor
New York, NY 10005
Attention: David Dougan
Telephone: (212) 269-0938
Facsimile: (212) 480-0791
-88-
The foregoing Amendment No. 1
is acknowledged and agreed to
by the undersigned Surety (whether
in its capacity as Surety, pledgor
under the Pledge Agreement or
otherwise) as of the date
first above written.
GENESIS ELDERCARE CORP.
By:_________________
Name:
Title: