AMENDMENT NO. 3 AND WAIVER TO CREDIT AGREEMENT
(Multicare)
AMENDMENT NO. 3 AND WAIVER TO CREDIT AGREEMENT, dated as of
February 11, 1999, (this "Amendment No. 3") 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 Bank of America (as successor by
merger to 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 and was further
amended pursuant to that certain Amendment No. 2 thereto, dated as of August 28,
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.
3 as defined in the Current Credit Agreement unless otherwise specified.
The Borrowers have requested that the Adjusted Total Debt/Cash
Flow Ratio, the Adjusted Senior Debt/Cash Flow Ratio and the Fixed Charge
Coverage Ratio set forth in the Current Credit Agreement be modified for a
limited period and that the maximum amount of permitted rental payments in the
Current Credit Agreement be increased. The Lenders are willing to make such
changes to the Current Credit Agreement subject to the condition that the
Applicable Margin on LIBO Rate Loans be increased and subject to such other
terms and conditions as are more fully set forth below.
NOW THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows.
Agreement
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1. Amendments to Current Credit Agreement on Amendment No. 3
Effective Date. The Current Credit Agreement is amended in each of the following
respects, as of the Amendment No. 3 Effective Date (as defined in Section 3
below).
1.1 Timing of Prepayments in Connection with Net Proceeds of
Dispositions. In order to provide for the prepayment of Loans with asset sale
proceeds promptly after the asset sale (rather than 364 days thereafter) and
eliminate the existing right to use proceeds of a disposition to effect an
acquisition, the first four sentences of paragraph (ii) of Section 1.5(b) are
deleted in their entirety and replaced with the following:
Promptly (but in no event more than ten Business Days) after
the date of any sale, assignment, transfer or other
disposition by any Borrower of any assets (other than pursuant
to paragraphs (a), (b), (c) or (e) of Section 8.5 below)
whether now owned or hereafter acquired (including a
disposition of equity, collectively, a "disposition"),
Multicare, on behalf of the Borrowers, shall prepay the Loans
by an amount equal to the amount of the Net Cash Proceeds of
such disposition. No more than five (5) Business Days before
any proposed disposition, Multicare, on behalf of the
applicable Borrower, shall notify the Administrative Agent in
writing (1) that such disposition is anticipated, (2) the
anticipated date of such disposition, (3) the anticipated date
of prepayment of the Loans pursuant to this paragraph (ii) and
(4) the amount of Net Cash Proceeds anticipated in connection
therewith. At least five (5) Business Days before the actual
prepayment, Multicare, on behalf of the Borrowers, shall
either confirm or correct the information provided in such
notice. Such confirmation or correction shall be deemed to be
an irrevocable notice of prepayment.
1.2 Adjusted Total Debt/Cash Flow Ratio. The covenant set
forth in Section 7.1(c) of the Current Credit Agreement is amended to provide
that, for the period commencing 10/1/98 and ending on 12/30/99, the Adjusted
Total Debt/Cash Flow Ratio shall be no greater than 7.25 to 1. At all other
times, the maximum permitted Adjusted Total Debt/Cash Flow Ratio shall be as set
forth in the Current Credit Agreement.
1.3 Adjusted Senior Debt/Cash Flow Ratio. The covenant set
forth in Section 7.1(d) of the Current Credit Agreement is amended to provide
that, for the period commencing 10/1/98 and ending on 12/30/99, the Adjusted
Senior Debt/Cash Flow Ratio shall be no greater than 5.25 to 1. At all other
times, the maximum permitted Adjusted Senior Debt/Cash Flow Ratio shall be as
set forth in the Current Credit Agreement.
1.4 Delivery of Status Letters. A new paragraph (l) shall be
added to Section 6.1 of the Current Credit Agreement immediately following
paragraph (k) thereof as follows:
On each of June 30, 1999 and September 30, 1999, Multicare, on
behalf of the Borrowers, shall deliver to the Administrative
Agent and each Lender a letter advising them of its plans and
the status of the implementation of those plans to cause an
event to occur or condition to exist which would result in
compliance with the required December 31, 1999 Adjusted Total
Debt/Cash Flow Ratio and required December 31, 1999 Adjusted
Senior Debt/Cash Flow Ratio.
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1.5 Adjustment to Permitted Rental Expense. In order to allow
the Borrowers to incur additional rental expense, clause (c) of Section 8.7 of
the Current Credit Agreement (Leases) is amended in its entirety to read as
follows:
(c) Other leases which are not Capitalized
Leased or Synthetic Leases but only to the extent that the
aggregate Rental Expense of the Surety and the Borrowers with
respect to all such other leases does not exceed (i) during
the fiscal year ending September 30, 1999, $25,000,000.00 and
(ii) during each fiscal year thereafter, an amount equal to
the amount permitted in the preceding year plus an additional
$2,000,000.00 (e.g., $27,000,000.00 in the fiscal year ending
September 30, 2000).
1.6 Applicable Margin Definition. In order to increase the
Applicable Margin on LIBO Rate Loans and add two additional pricing tiers, the
definition of Applicable Margin is amended in its entirety to read as follows:
"Applicable Margin" means a marginal rate of
interest which is added to the LIBO Rate or Prime Rate, as the
case may be, to determine the effective rate of interest on
Loans and other payments as specified in the Loan Documents.
Until the Officer's Compliance Certificate for the fiscal
quarter ending March 31, 1999 is delivered to the
Administrative Agent and Lenders pursuant to Section 6.1
above, the Applicable Margin (a) for LIBO Rate Loans shall be
the following: 3.0% for RC Loans or Tranche A Term Loans;
3.25% for Tranche B Term Loans; and 3.5% for Tranche C Term
Loans, and (b) for Prime Rate Loans shall be the following:
.75% for RC Loans and Tranche A Term Loans; 1.0% for Tranche B
Term Loans; and 1.25% for Tranche C Term Loans. Thereafter,
the Applicable Margin shall be determined in the following
manner:
(a) For any RC Loans or Tranche A Term
Loans, the Applicable Margin shall be the percentage amount
set forth below under the caption "Applicable Margin for RC
Loans and Tranche A Term Loans" opposite the relevant Adjusted
Total Debt/Cash Flow Ratio:
Adjusted Total Applicable Margin for RC Loans
Debt/Cash Flow Ratio and Tranche A Term Loans
-------------------- ---------------------------------
Prime Rate Loans LIBO Rate Loans
---------------- ---------------
below 3.0 0 1.00%
> 3.0 < 3.5 0 1.25%
-
> 3.5 < 4.0 0 1.50%
-
> 4.0 < 4.5 0 1.75%
-
> 4.5 < 5.0 0 2.00%
-
> 5.0 < 5.5 .25% 2.25%
-
> 5.5 < 6.0 .50% 2.50%
-
> 6.0 < 6.5 .75% 2.75%
-
>6.5 < 7.00 .75% 3.00%
-
>7.00 .75% 3.25%
-
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(b) For any Tranche B Term Loan, the
Applicable Margin at all times after the Amendment No. 3
Effective Date shall be 1.0% for Prime Rate Loans and 3.25%
for LIBO Rate Loans.
(c) For any Tranche C Term Loan, the
Applicable Margin at all times after the Amendment No. 3
Effective Date shall be 1.25% for Prime Rate Loans and 3.5%
for LIBO Rate Loans.
(d) The Applicable Margin for Swing Loans at
all times shall be zero.
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/Cash Flow Ratio set forth
therein. At any time that such annual or quarterly Officer's
Compliance Certificate is required to be delivered pursuant to
said Section 6.1 and is not so delivered, then the Applicable
Margin shall be the highest rate specified for the subject
Loan until the Officer's Compliance Certificate is so
delivered.
1.7 Fixed Charge Coverage Ratio Definition. In order to
provide greater flexibility to the Borrowers for the period commencing on
October 1, 1998 and ending December 30, 1999, the definition of "Fixed Charge
Coverage Ratio" in Section 11.1 of the Existing Credit Agreement is amended by
adding the following two sentences at the end thereof:
Notwithstanding the foregoing, for calculations of the Fixed
Charge Coverage Ratio with respect to the period commencing
October 1, 1998 and ending December 30, 1999, there shall not
be added to the denominator "principal payments scheduled or
required to be made on Total Funded Indebtedness for the four
fiscal quarters ending on, or most recently prior to, such
date of determination". For calculations made with respect to
any period ending after December 30, 1999, the calculation
shall be made without regard to the adjustment set forth in
the preceding sentence.
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1.8 New Definition of Amendment No. 3 Effective Date. Section
11.1 of the Current Credit Agreement is amended by adding the following new
definition in its correct alphabetical location:
"Amendment No. 3 Effective Date" means the
date that Amendment No. 3 to this Agreement becomes effective
as more particularly set forth in said Amendment No. 3 hereto.
1.9 Amendment to Assignment Provisions. In order to allow
assignments by Lenders of smaller amounts, Section 12.9(c) of the Current Credit
Agreement is amended by replacing the phrase "Ten Million Dollars
($10,000,000.00)" in each of clauses (iii) and (iv) thereof with the phrase
"Five Million Dollars ($5,000,000.00)".
2. 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.
3.
(a) The execution, delivery and performance
of this Amendment No. 3 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. 3 Effective Date, the Current Credit Agreement
as amended by the amendments hereunder to be effective on the
Amendment No. 3 Effective Date, shall be the legal, valid and
binding obligation of each Borrower enforceable against such
Borrower in accordance with its terms.
(b) No Default or Event of Default has
occurred and is continuing, 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. 3
Effective Date.
3. Amendment No. 3 Effective Date; Waiver. The amendments set forth
in Section 1 (Amendments to Current Credit Agreement on Amendment No. 3
Effective Date) above shall be effective on the date (the "Amendment No. 3
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. 3 and the Surety shall
have executed the acknowledgement set forth below.
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3.2 Other Documents and Information. The Administrative Agent
shall have received such other documents and information as it shall reasonably
request.
Also effective on the Amendment No. 3 Effective Date, each Default or Event of
Default that would have existed had this Amendment No. 3 not become effective is
hereby waived to the extent and only to the extent that it does not exist or
would not exist after giving effect to this Amendment No. 3. This waiver is
limited in scope to its precise terms and does not imply any other or future
waivers.
4. Counterparts. This Amendment No. 3 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.
5. Ratification. The Current Credit Agreement, as amended by this
Amendment No. 3, 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.
6. Payment of Fees and Expenses. Without limiting other payment
obligations of the Borrowers set forth in the Loan Documents, the Borrowers
hereby, jointly and severally, agree to pay (a) all costs and expenses incurred
by the Administrative Agent in connection with the preparation, execution and
delivery of this Amendment No. 3 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, (b) a
fee to each Lender who signs and returns a signature page hereto no later than
5:00 p.m. on February 11, 1999 in an amount equal to .2% of such Lender's total
Commitment under the Agreement and (c) such other fees as Multicare has agreed
to pay in connection herewith.
7. 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. 3.
8. Governing Law. This Amendment No. 3 shall be construed in
accordance with, and governed by, the laws of the Commonwealth of Pennsylvania,
without regard to choice of law principles.
9. References. From and after the Amendment No. 3 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
Current Credit Agreement as modified and amended by this Amendment No. 3 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. 3 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, Vice President
Chairman's Office & Corporate
Secretary
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
8
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,
Inc., 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, Vice President
Chairman's Office & Corporate
Secretary
Telephone: (610) 444-6350
Facsimile: (610) 444-3365
9
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
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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
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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, Vice President
Chairman's Office & Corporate
Secretary
Telephone: (610) 444-6350
Facsimile: (610) 444-3365
14
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
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The foregoing Amendment No. 3
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
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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
17
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: 412-236-9176
18
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
19
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: Marijane Boyle
Telephone: 704-383-0624
Facsimile: 704-383-9144
20
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: Matthew Menz
Telephone: 704-388-1111
Facsimile: 704-409-0083
With a copy to
100 North Tryon Street
17th Floor Charlotte,
NC 28255 NC1-007-1711
Attention: Ms. Marty Mitchell
Telephone: 704-388-1115
Facsimile: 704-386-1270
e-mail: marty.mitchell@nationsbank.com
21
CREDIT LYONNAIS NEW YORK BRANCH
By:_______________________________
Name:
Title:
Address for notices:
Credit Lyonnaise New York Branch
1301 Avenue of the Americas
New York, NY 10019
Attention: John C. Oberle
Telephone: (212) 261-7344
Facsimile: (212) 261-3440
22
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
23
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
24
NATIONAL WESTMINSTER BANK Plc
By:____________________________
Name:
Title:
Address for notices:
National Westminster Bank Plc
65 East 55th Street, 21st Floor
New York, NY 10022
Attention: Andrew Weinberg
Phone: (212) 418-4567
Facsimile: (212) 418-4594
with a copy to:
Gleacher NatWest Inc.
660 Madison Avenue, 14th Floor
New York, NY 10021
Attention: Andrew Weinberg
Telephone: (212) 418-4567
Facsimile: (212) 418-4594
25
THE SAKURA BANK, LIMITED
By:_____________________________
Name:
Title:
Address for notices:
The Sakura Bank, Limited
277 Park Avenue, 45th Floor
New York, NY 10172
Attention: Yoshikazu Nagura
Telephone: (212) 909-4549
Facsimile: (212) 909-4599
26
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
By:_______________________________
Name:
Title:
Address for notices:
Bank of America National Trust
& Savings Associations
100 North Tryon Street, 17th Floor
Charlotte, NC 28255
Attention: Michael Andry
Telephone: (704) 388-8878
Facsimile: (704) 386-3893
With copies to
NationsBank, N.A.
101 North Tryon Street, 15th Floor
Charlotte, NC 28255
NC1-001-15-11
Attention: Matthew Menz
Telephone: 704-388-1111
Facsimile: 704-409-0083
and
NationsBank, N.A.
100 North Tryon Street, 17th Floor
Charlotte, NC 28255
NC1-007-1711
Attention: Ms. Marty Mitchell
Telephone: 704-388-1115
Facsimile: 704-388-6002
e-mail: marty.mitchell@nationsbank.com
27
PARIBAS
By:__________________________
Name:
Title:
By:__________________________
Name:
Title:
Address for notices:
Paribas
787 Seventh Avenue
New York, NY 10019
Attention: Tod Majidzadeh
Telephone: (212) 841-2931
Facsimile: (212) 841-2292
28
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
29
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: Peter Abdill
Telephone: (212) 635-8020
Facsimile: (212) 635-8092
30
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) 782-4935
31
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
32
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
33
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
34
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
35
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
36
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
37
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
38
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
39
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: Tom Hanrahan
Telephone: (201) 646-5859
Facsimile: (201) 646-9497
40
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
41
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
Address for notices:
Bank Austria Creditanstalt Corporate
Finance, Inc.
Two Greenwich Plaza
Greenwich, CT 06830
Attention: Cliff Wells
Telephone: (203) 861-6417
Facsimile: (203) 861-0297
42
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: William S. Lutkins
Telephone: (212) 325-9705
Facsimile: (212) 325-8319
43
FIRST NATIONAL BANK OF CHICAGO
By:_____________________________
Name:
Title:
Address for notices:
First National Bank of Chicago
1 First National Plaza
Chicago, IL 60670
Attention: Patricia Carpen
Telephone: (312) 732-1418
Facsimile: (312) 732-2016
44
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
45
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) 856-3991
46
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
47
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
48
MONUMENTAL LIFE INSURANCE
COMPANY (successor by merger to
PEOPLES SECURITY LIFE INSURANCE
COMPANY)
By:___________________________
Name:
Title:
Address for notices:
Monumental 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
Monumental Life Insurance Company
c/o AEGON USA Investment Management,
Inc.
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
Fax Number: (319) 398-8695
49
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
50
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
51
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) 654-8484
Telecopier: (617) 695-9594
Reference:
52
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
53
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) 654-8484
Facsimile: (617) 695-9594
54
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) 744-2022
55
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
56
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
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: (973) 254-3206
Facsimile: (973) 254-3050
58
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
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: Adam Clemens
Telephone: (212) 576-7238
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 O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza
New York, NY 10112
Attention: John Ashmead, Esq.
Telephone: (212) 408-2494
Facsimile: (212) 728-5950
61
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
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: Bill Connolly
Phone: (617) 664-5410
Fax: (617) 664-5366(67)(68)
63
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: Melissa Fejdasz
Telephone: (949) 721-5169
Facsimile: (949) 718-2623
64
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: James V. Wittich
Telephone: (612) 372-3553
Facsimile: (612) 372-5368
65
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
66
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
67
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
68
VAN KAMPEN PRIME RATE INCOME
TRUST
By:__________________________
Name:
Title:
VAN KAMPEN CLO I, LIMITED
by: Van Kampen Management, Inc., as
Collateral Manager
By:__________________________
Name:
Title:
VAN KAMPEN SENIOR INCOME TRUST
By:__________________________
Name:
Title:
Address for notices:
In care of:
Van Kampen
One Parkview Plaza
Oakbrook Terrace, IL 60181
Attention: Jeffrey Maillet
Telephone: (630) 684-6438
Facsimile: (630) 684-6740
69
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) 771-4137
Facsimile: (212) 771-4159
70
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
71
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
72
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: Elizabeth Kennedy
Telephone: (617) 664-5015
Facsimile: (617) 664-5291
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) 771-4137
Fax: (212) 771-4159
73
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: Adam Clemens
Telephone: (212) 576-7238
Facsimile: (212) 447-4122
74
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: 310/888-6131
Fax: 310/888-6564
75
TORONTO-DOMINION (NEW YORK),
INC.
By:_____________________________
Address for notices:
The Toronto-Dominion (New York), Inc.
909 Fannin, Suite 1700
Houston, TX 77010
Attention: Sonja Jordan
Telephone: 713/653-8244
Fax: 713/951-9921
76
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: 212/526-0242
77
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
330 Madison Avenue, 27th Flr.
New York, NY 10017
Attention: Christopher Bondy
Telephone: (212) 284-4304
Facsimile: (212) 284-4320
78
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
330 Madison Avenue, 27th Flr.
New York, NY 10017
Attention: Christopher Bondy
Telephone: (212) 284-4304
Facsimile: (212) 284-4320
79
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
80
AMARA-2 FINANCE LTD.
By:_____________________________
Name:
Title:
Address for notices:
Amara-2 Finance Ltd.
c/o Stanfield Capital Partners LLC
330 Madison Avenue, 27th Flr.
New York, NY 10017
Attention: Christopher Bondy
Telephone: (212) 284-4304
Facsimile: (212) 284-4320
81
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
82
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
83
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
84
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, 8th Floor
New York, NY 10036-8701
Attention: Melissa Marano
Telephone: (212) 278-2231
Facsimile: (212) 278-2250
85
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: Derek Bonner
Telephone: (212) 269-0938
Facsimile: (212) 269-8929
86
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD.
By: Pilgrim Investments, Inc.
As its Investment Manager
By:_____________________________
Name:
Title:
Address for notices:
ML CLO XX Pilgrim America (Cayman) Ltd.
c/o Pilgrim Investments, Inc.
Two Renaissance Square
40 North Central Avenue, Suite 1200
Phoenix, AZ 85004-4424
Attention: Tom Burgess
Telephone: (602) 417-8248
Facsimile: (602) 417-8327
87
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
88
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
89
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) 270-3142
Facsimile: (212) 270-7968
90
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: Savitri Alex
Telephone: (212) 969-1350
Facsimile: (212) 969-1466
91
ALLIANCE INVESTMENTS, LIMITED,
As Assignee
By: Alliance Capital Management Corp.
By:__________________________________
Name:
Title:
Address for notices:
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, NY 10105
Attention: Savitri Alex
Alliance Investments, Ltd.
Telephone: (212) 969-1350
Facsimile: (212) 969-1466
92
ML CLO XII PILGRIM AMERICA
(CAYMAN) LTD.
By: Pilgrim Investments, Inc.
As its Investment Manager
By:__________________________________
Name:
Title:
Address for notices:
ML CLO XII PILGRIM AMERICA
(CAYMAN) LTD.
c/o Pilgrim Investments, Inc.
Two Renaissance Square, Suite 1200
40 North Central Avenue
Phoenix, AZ 85004-4424
Attention: Tom Burgess
Telephone: (602) 417-8248
Facsimile: (602) 417-8327
93
INTEGRITY LIFE INSURANCE COMPANY
By:__________________________________
Name:
Title:
Address for notices:
Integrity Life Insurance Company
515 W. Market Street
Louisville, KY 40202-3319
Attention: James Myjak
Telephone: (502) 582-7921
Facsimile: (502) 582-7903
94
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
95
KZH CRESCENT-3 LLC
By:__________________________
Name:
Title:
Address for notices:
KZH Crescent-3 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
96
CAPTIVA III FINANCE, LTD.,
as advised by Pacific Investment Management Company
By:___________________________
Address for notices:
Captiva III Finance, Ltd.
c/o Pacific Investment Management Co.
840 Newport Center Drive
Newport Beach, CA 92660
Attention: Melissa Fejdasz
Telephone: (949) 721-5169
Facsimile: (949) 718-2623
97
KZH APPALOOSA LLC
By:___________________________
Name:
Title:
Address for notices:
KZH Appaloosa 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
98