Execution Copy
AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT
(Multicare)
AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT, dated as of
August 28, 1998, (this "Amendment No. 2") 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, 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 and was amended pursuant to
that certain Amendment No. 1 thereto, dated as of March 5, 1998. The Credit
Agreement, as so amended, is referred to herein as the "Current Credit
Agreement". The Current Credit Agreement, as the same may be amended, modified,
restated or supplemented from time to time is herein referred to as the "Credit
Agreement" or the "Agreement". Terms are used in this Amendment No. 2 as defined
in the Current Credit Agreement unless otherwise specified.
Concurrent with the execution of the original Credit Agreement
referred to above, an Affiliate of the Borrowers, Genesis Health Ventures, Inc.,
and certain of its Subsidiaries entered into a certain Third Amended and
Restated Credit Agreement, dated as of October 9, 1997, with 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 identified therein, which
Agreement was amended as of March 5, 1998. (Such Third Amended and Restated
Credit Agreement, as so amended, and as the same may be further amended,
restated, modified or supplemented from time to time, is herein referred to as
the "Genesis Credit Agreement"). The Lenders parties to the Current Credit
Agreement are the same as the Lenders party to the Genesis Credit Agreement.
Pursuant to the terms of the Current Credit Agreement and the terms of the
Genesis Credit Agreement, each assignment by a Lender of its rights and
obligations with respect to any tranche of the Current Credit Agreement must be
made concurrent with an assignment by such Lender of a similar percentage of its
rights and obligations under the same tranche of the Genesis Credit Agreement.
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The Genesis Credit Agreement is being amended as of the date
hereof to provide for, among other things, an increase in the amount of the
revolving credit commitment thereunder, subject to certain conditions precedent.
The parties thereto and the parties hereto have decided that, at the time that
those conditions are satisfied and the amount of the revolving credit commitment
under the Genesis Credit Agreement is increased (as defined below, the "Revolver
Increase Effective Date"), the requirement for the concurrent assignment
provisions respecting the revolving credit commitments and revolving credit
loans under the two agreements should be eliminated. (No change is desired with
respect to assignments of rights and obligations relative to the term loans.)
In addition, the parties to the Current Credit Agreement wish
to amend the terms thereof respecting Qualifying Interest Rate Hedging
Agreements to provide that Affiliates of Lenders (and not just Lenders) may be
parties to Qualifying Interest Rate Hedging Agreements and thereby become
entitled to security under the Pledge Agreement. Accordingly, the parties to the
Current Credit Agreement wish to amend the terms of the Current Credit Agreement
(a) to eliminate the concurrent assignment requirements with respect to the
revolving credit loans and revolving credit commitments under the Genesis Credit
Agreement as of the date that the amount of the Genesis revolving credit
commitment is increased, (b) to provide that Affiliates of Lenders may share in
the pledged collateral with respect to obligations under certain Interest Rate
Hedging Agreements, (c) to make certain other changes to conform certain
provisions in the Credit Agreement to those in the Genesis Credit Agreement and
(d) to modify certain other provisions of the Current Credit Agreement as more
fully set forth below.
NOW THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows.
Agreement
1. Amendments to Current Credit Agreement on Amendment No. 2
Effective Date. The Current Credit Agreement is amended in each of the following
respects, as of the Amendment No. 2 Effective Date (as defined in Section 4
below).
1.1 New Definitions. Each of the following new definitions
shall be added to Section 11.1 of the Current Credit Agreement (Certain
Definitions) in its correct alphabetical location and shall also apply in
construing this Amendment No. 2:
"Mandatorily Redeemable Stock" means all stock that is (i)
redeemable, payable or required to be purchased or otherwise
retired or extinguished (other than stock which is redeemable,
payable or required to be purchased under all circumstances for
consideration consisting solely of common stock of Multicare), or
convertible into any Indebtedness of the issuer, (A) at a fixed
or determinable date, whether by operation of a sinking fund or
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otherwise, (B) at the option of any Person other than the issuer
whether or not conditioned upon the occurrence of a circumstance
or event, such as a change in control of the issuer) or (C) upon
the occurrence of a condition not solely within the control of
the issuer, such as a redemption required to be made out of
future earnings or (ii) convertible into Mandatorily Redeemable
Stock.
"Revolver Increase Effective Date" has the meaning ascribed to
that term in the Genesis Credit Agreement.
1.2 Amendment to Certain Definitions. Each of the
following definitions set forth in Section 11.1 of the Current Credit Agreement
shall be amended in the manner specified below.
1.2.1 Applicable Margin Definition. The next-to-last
sentence of the definition of "Applicable Margin" shall be amended in its
entirety to read as follows:
The Applicable Margin shall be adjusted five Business Days after
receipt of the annual or quarterly Officer's Compliance
Certificate delivered pursuant to Section 6.1 and shall be based
on the Adjusted Total Debt to Cash Flow Ratio set forth therein.
1.2.2 Indebtedness Definition. Clause (b) of the
definition of "Indebtedness" shall be amended in its entirety to read as
follows:
all (i) obligations of such Person evidenced by bonds,
debentures, notes or similar instruments and (ii) Mandatorily Redeemable Stock;
1.2.3 Qualifying Interest Rate Hedging Agreements
Definition. The definition of "Qualifying Interest Rate Hedging Agreements"
shall be amended in its entirety to read as follows:
"Qualifying Interest Rate Hedging Agreements" means
such Interest Rate Hedging Agreements as may be entered into from
time to time pursuant to Section 6.12 above between any or all of
the Borrowers, on the one hand, and any Lender Party or any
Affiliate of a Lender Party that satisfies the conditions set
forth in Section 10.14 above, on the other hand.
1.3 Change in Notice Requirements Respecting Prepayment of
Revolving Credit Loans. In order to provide for a shorter notice period for the
prepayment of certain RC Loans, the first sentence of Section 1.5(c)(i) of the
Current Credit Agreement (Application and Timing of Prepayments/Notice) shall be
amended by adding the following proviso thereto immediately preceding the
period:
provided, however, that for any prepayment of RC Loans
(which is not part of a concurrent prepayment of Term
Loans), the Borrowers shall
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give the Administrative Agent notice, in the case of a
prepayment of Prime Rate Loans, no later than 11:00 A.M.
(Philadelphia time) one (1) Business Day before the date
of such prepayment and, in the case of a prepayment of
LIBO Rate Loans, no later than 11:00 A.M. (Philadelphia
time) three (3) Business Days before the date of such
prepayment.
1.4 Year 2000 Representation. A new paragraph (z) shall be
added immediately following paragraph (y) of Section 5.1 of the Current Credit
Agreement, which new paragraph shall read as follows:
(z) Year 2000 Compliance. Each of the Borrowers has
reviewed the areas within its business and operations
which could be adversely affected by a computer failure to
recognize and perform properly date sensitive functions
involving certain dates prior to, on or after January 1,
2000 ("Year 2000 Problem") and, if there are any such
areas, the Borrowers have developed and implemented plans
to avoid any Material Adverse Effect as a consequence of a
Year 2000 Problem. The Borrowers reasonably believe that
all internal computer operations that are material to
their respective business operations will be able to
perform properly date sensitive functions for all dates
before, on and after January 1, 2000 except to the extent
that a failure to do so could not reasonably be expected
to have a Material Adverse Effect.
1.5 Waiver and Amendment of Financial Reporting
Requirements for Excluded Subsidiaries. The phrase "[i]f at any time that the
Cash Flow of the Excluded Subsidiaries in the aggregate exceeds 3% of the Cash
Flow of Multicare and its consolidated Subsidiaries," which appears in
subparagraphs (a)(i) and (b)(i) of Section 6.1 is hereby amended by replacing
"3%" with "5.0%." This amendment shall be retroactively effective as of the
Closing Date and any failure to comply with the provisions as written in the
Current Credit Agreement (i.e., with the "3%" reference) prior to the Amendment
No. 2 Effective Date is hereby waived so long as the Borrowers shall have been
in compliance with the terms thereof as amended hereby (i.e., the "5.0%"
reference).
1.6 Amendment of Indebtedness Covenant. In order to allow
for some amortization of Indebtedness incurred under paragraph (e) of Section
8.1 of the Current Credit Agreement prior to the Maturity Date, said paragraph
(e) of Section 8.1 shall be amended in its entirety to read as follows:
(e) with respect to the Borrowers (but not the
Surety) other Indebtedness incurred from time to time, in an
aggregate outstanding principal amount not to exceed Fifteen
Million Dollars ($15,000,000.00) at any time so long as such
Indebtedness is incurred pursuant to agreements or instruments
(i) which do not cause a Default or Event of Default hereunder,
(ii) which contain terms and conditions no more onerous than
the terms and conditions hereof and (iii) pursuant to which no
more than five percent (5%) of the original principal amount of
such Indebtedness shall amortize (or be subject to required
prepayment) in any year;
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1.7 Amendment of Lien Covenant. Paragraph (d) of Section
8.2 of the Current Credit Agreement shall be amended by adding the words "and
the related Licenses" after the words "real estate and equipment" in the first
line thereof.
1.8 Joinder of Certain Affiliates as Parties to Qualifying
Interest Rate Hedging Agreements. Article 10 of the Current Credit Agreement is
amended by adding a new Section 10.14 at the end thereof which shall read as
follows:
10.14 JOINDER OF AFFILIATES AS PARTIES TO QUALIFYING
INTEREST RATE HEDGING AGREEMENTS; APPOINTMENT OF AGENT.
Any Affiliate of a Lender Party that now or hereafter is a
party to an Interest Rate Hedging Agreement entered into
with any Borrower or Borrowers pursuant to the terms of
this Agreement may become a secured party under the Pledge
Agreement (and the Interest Rate Hedging Agreement shall
thereby become a Qualifying Interest Rate Hedging
Agreement secured by the Collateral under the Pledge
Agreement) if (i) the Administrative Agent consents in
writing to such Person becoming a secured party (such
consent not to be unreasonably withheld) and (ii) such
Affiliate signs a Joinder to this Agreement agreeing to
the terms hereof. By signing a Joinder to this Agreement
in form and substance satisfactory to the Administrative
Agent, each such Affiliate shall be deemed to be a
"Lender" and a "Lender Party" for purposes of this Article
10 (but shall not be included as a Requisite Lender for
voting or other purposes) and shall be deemed to have
appointed the Administrative Agent as its agent for the
purposes set forth in the Loan Documents and to have
agreed to the exculpation and indemnification provisions
set forth in such Loan Documents relative to such agent.
Without limiting the generality of the foregoing, (a) the
Administrative Agent is authorized and directed to accept
any and all payments under the Loan Documents (including,
without limitation, the Pledge Agreement) on behalf of,
among others, such Affiliate and to make payments to,
among others, such Affiliate in accordance with the
provisions of the Loan Documents and (b) such Affiliate
understands that any Qualifying Interest Rate Hedging
Agreement shall be secured pari passu with the Loans and
other Obligations for so long as the Obligations under the
Credit Agreement remain outstanding and so secured, but
that such Affiliate is not entitled to voting or other
rights under this Agreement and the other Loan Documents.
2. Amendments to the Current Credit Agreement on the Revolver
Increase Effective Date. Each of the following amendments to the Current Credit
Agreement shall be effective as of the Revolver Increase Effective Date.
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2.1 Amendment of Special Intercreditor Provisions in
Connection with Severence of RC Commitments under Genesis Credit Agreement from
RC Commitments under Multicare Credit Agreement. Section 10 A.1 of the Current
Credit Agreement is amended by adding the following sentence at the end thereof:
Notwithstanding the foregoing, from and after the Revolver
Increase Effective Date, certain "RC Lenders" as defined
in the Genesis Credit Agreement may not be Lenders
hereunder and certain RC Lenders hereunder may not be
"Lenders" as defined in the Genesis Credit Agreement.
Accordingly, all RC Lenders hereunder that are not Lenders
under the Genesis Credit Agreement agree to abide by the
special intercreditor provisions set forth in this Article
10A (or any successor provisions) and the special
intercreditor provisions set forth in Article 10A of the
Genesis Credit Agreement (or any successor provisions) as
if a party thereto. Without limiting the generality of the
foregoing, without the written consent of the necessary
Lenders under the Genesis Credit Agreement, the parties
hereto will not amend, modify, supplement or restate the
provisions of this Agreement (currently set forth in 8.16
above) which sets forth tests respecting when management
fees under the Multicare Management Agreement may be paid
in cash, which provisions are incorporated by reference
into the Multicare Management Agreement. The Lenders party
to the Genesis Credit Agreement are intended third party
beneficiaries of this provision.
2.2 Assignments and Participations of RC Loans and RC
Commitments to be Independent of Genesis RC Loans and Genesis RC Commitments.
Clause (v) of paragraph (b) of Section 12.9 of the Current Credit Agreement
(Participations) shall be amended by adding the words "except with respect to
any interest in RC Loans and RC Commitments" immediately following the words
"with respect to any sale of a participation in any Tranche hereunder". Clause
(v) of paragraph (c) of Section 12.9 (Assignments) shall be amended by adding
the words "except with respect to any interest in RC Loans and RC Commitments"
immediately following the words "with respect to any assignment of an interest
in any Tranche hereunder".
2.3 Amendment to Form of Assignment and Acceptance
Agreement (Exhibit H) Relative to Requirement that Assignment of RC Loans and RC
Commitments be made Contemporaneously with Genesis RC Loans and RC Commitments.
Exhibit H to the Credit Agreement (Form of Assignment and Acceptance Agreement)
shall be amended (a) by replacing the words "as required by Section 12.9(c) of
the Credit Agreement" in paragraph E of the Recitals with the words "to the
extent required by Section 12.9(c) of the Credit Agreement" and (b) by adding
the words "As Applicable" after the phrase "To Be Delivered With Multicare
Assignment and Acceptance Agreement" in the box at the beginning of the
document.
3. Representations and Warranties. In order to induce the
Lenders, the Issuer and the Agents to agree to amend the Current 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. 2.
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(a) The execution, delivery and performance of this
Amendment No. 2 does not require any consent of, notice
to, or filing with any governmental entity or any other
third party, does not violate the terms of any agreement
or instrument binding on any Borrower (including, without
limitation, the constituent documents of such Borrower)
or violate any Law applicable to such Borrower. On and
after the Amendment No. 2 Effective Date, the Current
Credit Agreement as amended by the amendments hereunder
to be effective on the Amendment No. 2 Effective Date,
shall be the legal, valid and binding obligation of each
Borrower enforceable against such Borrower in accordance
with its terms and, after the Revolver Increase Effective
Date, the Current Credit Agreement as so amended and as
further amended by the amendments hereunder to be
effective on the Revolver Increase Effective Date, shall
be the legal, valid and binding obligation enforceable
against such Borrower in accordance with its terms.
(b) No Default or Event of Default has occurred and
is continuing or would exist immediately after giving
effect to the amendments contained herein.
(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. 2
Effective Date and as of the Revolver Increase Effective
Date.
4. Amendment No. 2 Effective Date. The amendments set forth in
Section 1 (Amendments to Current Credit Agreement on Amendment No. 2 Effective
Date) above shall be effective on the date (the "Amendment No. 2 Effective
Date") that each of the following conditions is satisfied:
4.1 Execution of Amendment. Each of the Borrowers and the
Required Lenders shall have executed this Amendment No. 2 and the Surety shall
have executed the acknowledgement set forth below.
4.2 Execution of Amendment No. 2 to Genesis Credit
Agreement. Amendment No. 2 to the Genesis Credit Agreement shall have been
executed by the requisite parties.
4.3 Execution of Pledge Agreement Amendment. An Amendment
No. 1 to Pledge Agreement, in substantially the form attached hereto as Exhibit
A, shall have been executed by the Pledgors and Pledgee.
4.4 Other Documents and Information. The Administrative
Agent shall have received such other documents and information as it shall
reasonably request.
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5. Revolver Increase Effective Date. The amendments set forth
in Section 2 (Amendments to Current Credit Agreement on Revolver Increase
Effective Date) above shall be effective on the Revolver Increase Effective Date
provided that such date is on or after the Amendment No. 2 Effective Date.
6. Counterparts. This Amendment No. 2 may be executed in
counterparts and by different parties hereto in separate counterparts, each of
which, when executed and 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.
7. Ratification. The Current Credit Agreement, as amended by
this Amendment No. 2, and the other Loan Documents, as amended in accordance
with the provisions hereof, are, and shall continue to be, in full force and
effect and are hereby in all respects confirmed, approved and ratified.
8. 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. 2 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.
9. Authorization to Agent. The Lenders hereby authorize 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. 2. Without limiting the generality of the foregoing, the Lenders
hereby authorize and direct the Administrative Agent to sign (on their behalf)
an Amendment No. 1 to the Pledge Agreement in substantially the form attached
hereto as Exhibit A.
10. Governing Law. This Amendment No. 2 shall be construed in
accordance with, and governed by, the laws of the Commonwealth of Pennsylvania,
without regard to choice of law principles.
11. References. From and after the Amendment No. 2 Effective
Date, or Revolver Increase Effective Date, as applicable, 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 Current Credit Agreement
as modified and amended by this Amendment No. 2 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.
2 to be duly executed as of the date first above written.
BORROWERS:
THE MULTICARE COMPANIES, INC., a
Delaware corporation
By_______________________________
Name: Barbara J. Hauswald
Title: Treasurer
Address for notices:
101 East State Street
Kennett Square, PA 19348
Attention: Ira C. Gubernick, Esq.
Telephone: (610) 444-6350
Facsimile: (610) 444-3365
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ADS APPLE VALLEY LIMITED PARTNERSHIP, a Massachusetts limited partnership, by:
ADS Apple Valley, Inc. its General Partner
ADS DARTMOUTH GENERAL PARTNERSHIP, a Massachusetts general partnership, by ADS
Dartmouth ALF, Inc. and ADS Senior Housing, Inc., its General Partners
ADS HINGHAM LIMITED PARTNERSHIP, a Massachusetts limited partnership, by ADS
Hingham Nursing Facility, Inc., its General Partner
ADS RECUPERATIVE CENTER LIMITED PARTNERSHIP, a Massachusetts limited
partnership, by ADS Recuperative Center, Inc., its General Partner
CARE HAVEN ASSOCIATES LIMITED PARTNERSHIP, a West Virginia limited partnership,
by Glenmark Associates, Inc. and GMA Partnership Holding Company, Inc., its
General Partners
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
ROMNEY HEALTH CARE CENTER LTD., 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
General Partners by Barbara J. Hauswald,
Treasurer
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,
sInc., its authorized manager
By:__________________________
On behalf of each of the foregoing
General Partners by Barbara J.
Hauswald as Treasurer of the
Authorized Manager
Address for notices:
101 East State Street
Kennett Square, PA 19348
Attention: Ira C. Gubernick, Esq.
Telephone: (610) 444-6350
Facsimile: (610) 444-3365
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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
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-I, INC., a Delaware corporation
COLONIAL HALL HEALTH RESOURCES, INC., a Delaware corporation
COLONIAL HOUSE HEALTH RESOURCES, INC., a Delaware corporation
CONCORD HEALTH GROUP, INC., a Delaware corporation
CONCORD HOME HEALTH, INC., a Pennsylvania corporation
CONCORD REHAB, INC., a Pennsylvania corporation
CONCORD SERVICE CORPORATION, a Pennsylvania corporation
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CVNR, INC., a Delaware corporation
DELM NURSING, INC., a Pennsylvania corporation
ELMWOOD HEALTH RESOURCES, 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
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 BOARDMAN, 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
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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
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 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
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
NURSING AND RETIREMENT CENTER OF THE ANDOVERS, INC., a Massachusetts corporation
PHC OPERATING CORP., a Delaware corporation
POCAHONTAS CONTINUOUS CARE CENTER, INC., a West Virginia corporation
PRESCOTT NURSING HOME, INC., a Massachusetts corporation
14
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
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
15
WILLOW MANOR NURSING HOME, INC., a Massachusetts corporation
By:___________________________________
Barbara J. Hauswald as Treasurer on
behalf of each of the foregoing
Address for notices:
101 East State Street
Kennett Square, PA 19348
Attention: Ira C. Gubernick, Esq.
Telephone: (610) 444-6350
Facsimile: (610) 444-3365
16
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
By:______________________________
On behalf of each of the foregoing Authorized
Managers by its Treasurer
17
The foregoing Amendment No. 2 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: Barbara J. Hauswald
Title: Treasurer
18
AGENTS, ISSUER AND LENDERS:
MELLON BANK, N.A., as a Lender,
as Issuer and as Administrative Agent
By______________________________________
Name: Michael J. Fox
Title: Vice President
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
19
With a copy to
Plymouth Meeting Executive Campus
610 W. Germantown Pike, Suite 200
Plymouth Meeting, Pennsylvania 19462
Attention: Michael Fox
Vice President
Telephone: 610-941-8426
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
20
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
21
FIRST UNION NATIONAL BANK, as a Lender and as
Documentation Agent
By___________________________________________
Name:
Title:
FIRST UNION NATIONAL BANK (as successor to
CORESTATES BANK, N.A.)
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
22
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
23
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: John C. Oberle
Telephone: (212) 261-7344
Facsimile: (212) 261-3440
24
FLEET NATIONAL BANK
By:_____________________________________
Name:
Title:
Address for notices:
Fleet National Bank
One Federal Street
MA OF D07B
Boston, MA 02110
Attention: Carol Paige
Telephone: (617) 346-4619
Facsimile: (617) 346-4699
25
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: Randall Wernes
Telephone: (212) 282-3461
Facsimile: (212) 282-4488
26
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) 418-4567
Facsimile: (212) 418-4594
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
27
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
28
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: Anthony Trunzo
Telephone: (213) 228-9718
Facsimile: (213) 228-2756
29
PARIBAS
By:________________________________________
Name:
Title:
By:________________________________________
Name:
Title:
Address for notices:
Paribas
787 Seventh Avenue
New York, NY 10019
Attention: David R. Laffey
Telephone: (212) 841-2116
Facsimile: (212) 841-2292
30
BANKBOSTON, N.A.
By:____________________________________
Name:
Title:
Address for notices:
BankBoston, N.A.
100 Federal Street, 01-08-06
Boston, MA 02110
Attention: William R. Rogers
Telephone: (617) 434-6247
Facsimile: (617) 434-0819
31
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
32
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: Douglas Weir
Telephone: (212) 782-4503
Facsimile: (212) 782-4979
33
CRESTAR BANK
By:______________________________________
Name:
Title:
Address for Notices:
Crestar Bank
120 E. Baltimore Street, 25th Floor
Baltimore, MD 21202
Attention: Andrea Robinson
Telephone: (410) 986-1686
Facsimile: (410) 986-1012
34
DRESDNER BANK AG, NEW YORK
BRANCH AND GRAND CAYMAN BRANCH
By:__________________________________
Name:
Title:
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
35
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
36
KEY CORPORATE CAPITAL INC.
By:_________________________________
Name:
Title:
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
37
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
38
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
39
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
40
THE SANWA BANK, LIMITED
By:___________________________________
Name:
Title:
Address for notices:
The Sanwa Bank, Limited
55 E. 52nd Street
New York, NY 10055
Attention: Jean-Michel Fatovic
Telephone: (212) 339-6397
Facsimile: (212) 754-1304
41
THE SUMITOMO BANK, LIMITED
By:___________________________________
Name:
Title:
By:___________________________________
Name:
Title:
Address for notices:
The Sumitomo Bank, Limited
450 Lexington Avenue, Suite 1700
New York, NY 10017
Attention: Brian Smith
Telephone: (212) 808-2325
Facsimile: (212) 818-0867
42
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
43
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
44
CREDITANSTALT CORPORATE
FINANCE, INC.
By:__________________________________________
Name:
Title:
By:__________________________________________
Name:
Title:
Address for notices:
Creditanstalt Corporate Finance, Inc.
Two Greenwich Plaza
Greenwich, CT 06830
Attention: Bill Magee
Telephone: (203) 861-6587
Facsimile: (203) 861-0297
45
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
46
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
47
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
48
CIBC INC.
By:_________________________________
Name:
Title:
Address for notices:
CIBC Inc.
425 Lexington Avenue, 8th Floor
New York, NY 10025
Attention: Judith Kirshner
Telephone: (212) 856-3547
Facsimile: (212) 856-2991
49
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
50
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
51
PEOPLES LIFE INSURANCE COMPANY
By:___________________________________________
Name:
Title:
Address for notices:
Peoples 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
Payment Advice
Attention: Marla Johnson
Peoples Security Life Insurance Company
c/o AEGON USA Investment Management, Inc.
4333 Edgewood Road N.E.
Cedar Rapids, IA 52499-5112
Fax Number: (319) 398-8695
52
FLOATING RATE PORTFOLIO
By: INVESCO Senior Secured
Management, Inc., as attorney in fact
By:_______________________________
Address for notices:
Floating Rate Portfolio
c/o INVESCO Senior Secured
Management, Inc.
1166 Avenue of the Americas, 27th Floor
New York, NY 10036
Attention: Kathleen Lenarcic
Telephone: (212) 278-9794
Facsimile: (212) 278-9619
53
MORGAN STANLEY DEAN WITTER
PRIME INCOME TRUST
By:_______________________________
Name:
Title:
Address for notices:
Morgan Stanley Dean Witter
Prime Income Trust
c/o Morgan Stanley Dean Witter Advisors
72nd Floor
Two World Trade Center
New York, NY 10048
Attention: Kevin Egan
Telephone: (212) 392-5845
Facsimile: (212) 392-5345
54
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:
55
ING HIGH INCOME PRINCIPAL
PRESERVATION FUND HOLDINGS, LDC
By: ING Capital Advisors, Inc.,
As Investment Advisor
By:_______________________________
Name:
Title:
Address for notices:
ING High Income Principal Preservation
Fund Holdings, LDC
c/o ING Capital Advisors, Inc.
233 S. Wacker Drive # 5200
Chicago, IL 60606
Attention: Jane Musser Nelson
Telephone: (312) 496-7606
Facsimile: (312) 496-7611
56
SENIOR DEBT PORTFOLIO
BY: Boston Management and Research
as Investment Advisor
By:____________________________
Name:
Title:
Address for notices:
Eaton Vance Management
Attention: Prime Rate Services
24 Federal Street, 6th Floor
Boston, MA 02110
Attention: Payson Swaffield
Telephone: (617) 654-8486
Facsimile: (617) 695-9594
57
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
58
MERRILL LYNCH SENIOR FLOATING
RATE FUND, INC.
By:____________________________
Name:
Title:
MERRILL LYNCH PRIME RATE
PORTFOLIO
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: Colleen Cunniffe
Telephone: (609) 282-2093
Facsimile: (609) 282-2756
59
MERRILL LYNCH GLOBAL INVESTMENT SERIES
Income Strategies Portfolio
By: Merrill Lynch Asset Management, L.P., as
Investment Advisor
As assignee
By:____________________________
Name:
Title:
Address for notices:
Merrill Lynch Global Investment Series
c/o Merrill Lynch Asset Management, L.P.
800 Scudders Mill Road - Area 1B
Plainsboro, NJ 08536
Attention: Colleen Cunniffe
Telephone: (609) 282-2093
Facsimile: (609) 282-2756
60
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
61
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By:____________________________
Name:
Title: Its Authorized Representative
Address for notices:
The Northwestern Mutual Life Insurance
Company
720 E. Wisconsin Avenue
Milwaukee, WI 53202
Attention: David A. Barras
Director-Investments
Northwestern Investment Management
Company
Telephone: (414) 299-1618
Facsimile: (414) 299-7124
62
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: Charles Riceman
Telephone: (212) 576-4260
Facsimile: (212) 447-4122
63
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 O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza
New York, NY 10112
Attention: John Ashmead, Esq.
Telephone: (212) 408-2494
Facsimile: (212) 728-5950
64
OCTAGON LOAN TRUST
By:____________________________
Name:
Title:
Address for notices:
Octagon Loan Trust
380 Madison Avenue, 12th Floor
New York, NY 10017
Attention: James P. Ferguson
Managing Director
Telephone: (212) 622-3070
Facsimile: (212) 622-3797
65
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: Bill Connolly
Phone: (617) 664-5410
Fax: (617) 664-5366(67)(68)
66
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
67
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
68
KZH SOLEIL LLC
By:____________________________
Name:
Title:
Address for notices:
KZH Soleil LLC
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
KZH III LLC
By:____________________________
Name:
Title:
Address for notices:
KZH III LLC 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
70
KZH CRESCENT LLC
By:____________________________
Name:
Title:
Address for notices:
KZH Crescent LLC
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
71
VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST, as assignee
By:____________________________
Name:
Title:
VAN KAMPEN CLO I, LIMITED
by: Van Kampen American Capital
Management, Inc., as Collateral
Manager, as Assignee
By:____________________________
Name:
Title:
VAN KAMPEN AMERICAN CAPITAL
SENIOR INCOME TRUST
By:____________________________
Name:
Title:
Address for notices:
In care of:
Van Kampen American Capital
One Parkview Plaza
Oakbrook Terrace, IL 60181
Attention: Jeffrey Maillet
Telephone: (630) 684-6438
Facsimile: (630) 684-6384 or 6385
72
CONTINENTAL ASSURANCE COMPANY
Separate Account (E)
By: TCW Asset Management Company as
attorney-in-fact
By:____________________________
Name: Mark L. Gold
Title: Managing Director
By:____________________________
Name: Justin L. Driscoll
Title: Senior Vice President
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
73
CANADIAN IMPERIAL BANK OF COMMERCE
By:_____________________________
Name:
Title:
Address for notices:
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
74
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
75
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
76
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: Charles Riceman
Telephone: (212) 576-4260
Facsimile: (212) 447-4122
77
CITY NATIONAL BANK
By:___________________________
Name:
Title:
Address for notices:
City National Bank
400 N. Roxbury Drive, 3rd Floor
Beverly Hills, CA 90210
Attention: Randall Watsek
Telephone: 310/888-6114
Fax: 310/888-6152
78
TORONTO-DOMINION BANK
By:_____________________
Address for notices:
The Toronto-Dominion Bank
31 West 52nd Street
New York, NY 10019
Attention: Jim McCarthy
Telephone: 212/468-6752
Fax: 212/974-0396
79
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
80
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
81
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
82
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
Address for notices:
Rabobank Nederland
245 Park Avenue
New York, NY 10167
Attention: M. Christina Debler
Telephone: (212) 916-7967
Facsimile: (212) 916-7837
83
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
84
MLCBO IV (CAYMAN) LTD.
BY: HIGHLAND CAPITAL MANAGEMENT
L.P., as Collateral Manager
By:___________________________
Name:
Title:
Address for notices:
MLCBO IV (CAYMAN) LTD.
c/o Highland Capital Management L.P.,
as Collateral Manager
1150 Two Galleria Tower
13455 Noel Road, LB#45
Dallas, TX 75240
Attention: Mark Okada
Telephone: (972) 233-4300
Facsimile: (972) 233-4343
85
PAMCO CAYMAN LTD.
BY: HIGHLAND CAPITAL MANAGEMENT
L.P., as Collateral Manager
By:____________________________
Name:
Title:
Address for notices:
PAMCO CAYMAN LTD.
c/o Highland Capital Management L.P.,
as Collateral Manager
1150 Two Galleria Tower
13455 Noel Road, LB#45
Dallas, TX 75240
Attention: Mark Okada
Telephone: (972) 233-4300
Facsimile: (972) 233-4343
86
JACKSON NATIONAL LIFE INSURANCE
COMPANY
By: PPM America, Inc., as attorney-
in-fact, on behalf of Jackson National
Life Insurance Company
By:_______________________________
Name:
Title:
Address for notices:
PPM America, Inc.
225 W. Wacker, Suite 1200
Chicago, IL 60606
Attention: Michael DiRe
Telephone: (312) 634-2509
Facsimile: (312) 634-0054
87
CYPRESSTREE INVESTMENT PARTNERS I.,
Ltd.
By: CypressTree Investment Management
Company, Inc., as Portfolio Manager
By:________________________________
Name:
Title:
Address for notices:
CypressTree Investment Partners I, Ltd.
125 High Street
Boston, MA 02110
Attention: John Fraser
Telephone: (617) 946-0600
Facsimile: (617) 946-5681
88
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital, as Portfolio Advisor
By:________________________________
Name:
Title:
Address for notices:
Indosuez Capital Funding III, Limited
1211 Avenue of the Americas, 7th Floor
New York, NY 10036-8701
Attention: Francoise Berthelot
Telephone: (212) 278-2213
Facsimile: (212) 278-2254
89
THE ROYAL BANK OF SCOTLAND plc
By:__________________________
Name:
Title:
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
90
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
By:_____________________________
Name:
Title:
Address for notices:
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
250 Vesey Street
North Tower - 23rd Floor
New York, NY 10281-1316
Attention: Arlena Filipowicz
Telephone: (212) 449-8902
Facsimile: (212) 449-0188
91
PAM CAPITAL FUNDING LP
BY: HIGHLAND CAPITAL MANAGEMENT
L.P., as Collateral Manager
By:_______________________________
Name:
Title:
Address for notices:
PAM Capital Funding LP
c/o Highland Capital Management L.P.
1150 Two Galleria Tower
13455 Noel Road, LB #45
Dallas, TX 75240
Attention: Mark Okada
Telephone: (972) 233-4300
Facsimile: (972) 233-4343
92
STEIN ROE & FARNHAM INCORPORATED
As Agent For
KEYPORT LIFE INSURANCE COMPANY
By:__________________________________
Name:
Title:
Address for notices:
Keyport Life Insurance Company
c/o Stein Roe & Farnham
One South Wacker Drive, 33rd Floor
Chicago, IL 60606
Attention: Brian W. Good
Telephone: (312) 368-7644
Facsimile: (312) 368-7857
93
CHASE SECURITIES INC., as Agent
For The Chase Manhattan Bank, as Assignee
By:__________________________________
Name:
Title:
Address for notices:
Chase Securities, Inc.
270 Park Avenue, 4th Floor
New York, NY 10017
Attention: William Bokos
Telephone: (212) 270-5458
Facsimile: (212) 270-7968
94
ALLIANCE CAPITAL MANAGEMENT L.P.,
As Manager on behalf of ALLIANCE CAPITAL
FUNDING, L.L.C.
By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, General Partner of Alliance
Capital Management L.P.
By:__________________________________
Name:
Title:
Address for notices:
Alliance Capital Funding, L.L.C.
Alliance Capital Management L.P.
1345 Avenue of the Americas, 38th Floor
New York, NY 10105
Attention: James Kennedy
Telephone: (212) 969-2497
Facsimile: (212) 969-2285
95
ALLIANCE INVESTMENTS, LIMITED,
As Assignee
By:__________________________________
Name:
Title:
Address for notices:
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, NY 10105
Attention: Sheryl Rothman,
Alliance Investments, Ltd.
Telephone: (212) 969-2265
Facsimile: (212) 969-1554
96
ML CLO XII PILGRIM AMERICA
(CAYMAN) LTD.
By: Pilgrim America Investments, Inc.
As its Investment Manager
By:__________________________________
Name:
Title:
Address for notices:
ML CLO XII PILGRIM AMERICA (CAYMAN)
LTD.
c/o Pilgrim America Investments, Inc.
Two Renaissance Square, Suite 1200
40 North Central Avenue
Phoenix, AZ 85004-3444
Attention: Melina Dempsey
Telephone: (602) 417-8268
Facsimile: (602) 417-8327
97
ARM FINANCIAL GROUP, INC.
By:__________________________________
Name:
Title:
Address for notices:
ARM Financial Group, Inc.
515 W. Market Street
Louisville, KY 40202-3319
Attention: Trisha Pearl
Telephone: (502) 540-2855
Facsimile: (502) 582-7977
98
LTCB TRUST COMPANY
By:__________________________________
Name:
Title:
Address for notices:
LTCB Trust Company
165 Broadway, 49th Floor
New York, NY 10006
Attention: Junichi Ebihara
Telephone: (212) 335-4477
Facsimile: (212) 608-2371
99
KZH CRESCENT-2 LLC
By:____________________________
Name:
Title:
Address for notices:
KZH Crescent-2 LLC 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
100
PROVIDENT BANK OF MARYLAND
By:__________________________________
Name:
Title:
Address for notices:
Provident Bank of Maryland
114 E. Lexington Street
Baltimore, MD 21202
Attention: Frieda McWilliams
Telephone: (410) 277-2086
Facsimile: (410) 277-2793
101
GENERAL ELECTRIC CAPITAL
CORPORATION
By:__________________________________
Name:
Title:
Address for notices:
General Electric Capital Corporation
Commercial Finance
3379 Peachtree Road, N.E, Suite 560
Atlanta, GA 30326
Attention: Holly Kaczmarczyk
Telephone: (404) 814-2604
Facsimile: (404) 266-3538
102
ABN AMRO BANK N.V.
By:__________________________________
Name:
Title:
Address for notices:
ABN AMRO BANK N.V.
135 South LaSalle Street, Suite 2805
Chicago, IL 60603
Attention: Credit Administration
Telephone: (312) 904-8835
Facsimile: (312) 904-8840
103
DEUTSCHE BANK AG
NEW YORK BRANCH
a/o CAYMAN ISLANDS BRANCH
By:__________________________________
Name:
Title:
By:__________________________________
Name:
Title:
Address for notices:
Deutsche Bank AG
New York Branch
a/o Cayman Islands Branch
31 W. 52nd Street
New York, NY 10019
Attention: Sue Pearson
Telephone: (212) 469-7140
Facsimile: (212) 469-8701
104