Exhibit 10.11
AMENDMENT NO. 1, dated as of March 29, 2005 (this "Amendment No.
1"), among AMR HOLDCO, INC., a Delaware corporation ("AMR Holdco"), EMCARE
HOLDCO, INC., a Delaware corporation ("EmCare Holdco"; each of AMR Holdco and
EmCare Holdco is herein referred to as a "Borrower" and, together, as the
"Borrowers"), EMERGENCY MEDICAL SERVICES L.P., a Delaware limited partnership
("Holdings"), the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent,
and the Required Lenders, the Term Lenders and the Additional Term 1 Lenders (as
defined below), in each case listed on the signature pages hereto, to the Credit
Agreement dated as of February 10, 2005 (as amended, supplemented, amended and
restated or otherwise modified from time to time) (the "Credit Agreement") among
the Borrowers, Holdings, the Administrative Agent, the Lenders named therein,
BANC OF AMERICA SECURITIES LLC and J.P. MORGAN SECURITIES INC., as Joint Lead
Arrangers and Joint Bookrunning Managers, JPMORGAN CHASE BANK, N.A., as
Syndication Agent, and LASALLE BANK NATIONAL ASSOCIATION and GENERAL ELECTRIC
CAPITAL CORPORATION, as Co-Documentation Agents. Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to them in the Credit
Agreement.
WHEREAS, the Borrowers desire to create a new Class of Term 1 Loans
under the Credit Agreement having identical terms with, having the same rights
and obligations under the Loan Documents as and in the same aggregate principal
amount as, the Term Loans, as set forth in the Credit Agreement and Loan
Documents, except as such terms are amended hereby;
WHEREAS, each Term Lender who executes and delivers this Amendment
No. 1 shall be deemed, upon effectiveness of this Amendment No. 1, to have
exchanged its Term Commitment and Term Loans (which Term Commitment and Term
Loans shall thereafter be deemed terminated) for a Term 1 Commitment and Term 1
Loans in the same aggregate principal amount as such Lender's Term Loans, and
such Lender shall thereafter become a Term 1 Lender;
WHEREAS, each Person who executes and delivers this Amendment No. 1
as an Additional Term 1 Lender will make Term 1 Loans on the effective date of
this Amendment No. 1 to the Borrowers, the proceeds of which will be used by the
Borrowers to repay in full the outstanding principal amount of Term Loans of
Non-Consenting Term Lenders;
WHEREAS, the Borrowers shall pay to each Term Lender all accrued and
unpaid interest on its Term Loans to, but not including, the date of
effectiveness of this Amendment No. 1 on such date of effectiveness;
WHEREAS, the Borrowers desire to change their fiscal year end from
August 31 to December 31;
WHEREAS, the Borrowers desire to make certain other changes to the
Credit Agreement as set forth herein;
-2-
NOW, THEREFORE, in consideration of the premises and covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
SECTION 1. AMENDMENTS RELATING TO TERM 1 LOANS.
(a) Section 1.01 of the Credit Agreement is hereby amended by
deleting clause (b) of the first sentence of the definition of "Applicable Rate"
in its entirety and replacing it with the following:
"(b) with respect to any Term 1 Loan, 2.50% per annum, in the
case of Eurodollar Rate Loans, and 1.50% per annum, in the
case of Base Rate Loans; provided that if the Total Leverage
Ratio as set forth in the most recent Compliance Certificate
received by the Administrative Agent pursuant to Section
6.02(b) is (x) less than 4.0 to 1.0 but greater than 3.5 to
1.0, the Applicable Rate shall be 2.25% per annum, in the case
of Eurodollar Rate Loans, and 1.25% in the case of Base Rate
Loans and (y) less than or equal to 3.5 to 1.0, the Applicable
Rate shall be 2.00% per annum, in the case of Eurodollar Rate
Loans, and 1.00% in the case of Base Rate Loans."
(b) Section 2.05 of the Credit Agreement is hereby amended by adding
to the end of such Section new paragraphs (j) and (k) as follows:
"(j) Notwithstanding the foregoing, 100% of the proceeds of
all Term 1 Loans shall be used to repay Term Loans and the
requirements of Sections 2.05(h) and (i) shall not apply to
such proceeds and any repayments made with such proceeds.
(k) Notwithstanding the foregoing, if the Borrowers make any
optional prepayment of Term 1 Loans prior to the one year
anniversary of the Amendment No. 1 Effective Date in
connection with any Repricing Transaction, the Borrowers shall
pay to the Administrative Agent, for the ratable account of
each Term 1 Lender, a prepayment premium of 1% of the amount
of such Term 1 Loans being prepaid."
(c) Section 2.06(b) of the Credit Agreement is hereby amended by
adding to the end of such Section new sentence as follows:
"The Term 1 Commitment of each Term 1 Loan Lender shall be
automatically terminated on the Amendment No. 1 Effective Date
upon the Borrowing of the Term 1 Loans on such date."
-3-
(d) Section 6.11 of the Credit Agreement is hereby amended by adding
to the end of such Section a new sentence as follows:
"Each of the Borrowers further covenants and agrees that the
proceeds of all Term 1 Borrowings hereunder will be used to
refinance the existing Term Loans."
(e) All references to "Term Loan Borrowing," "Term Loan Commitment,"
"Term Loan Lender," "Term Loan Maturity Date," "Term Loan Note" and "Term Loans"
in the Credit Agreement and the Loan Documents shall be deemed to be references
to "Term 1 Borrowing," "Term 1 Borrowing Request," "Term 1 Commitment," "Term 1
Lender," "Term 1 Loan Maturity Date" and "Term 1 Loans," respectively (unless
the context otherwise requires).
(f) The Term 1 Loans made on the Amendment No. 1 Effective Date
shall not constitute Additional Term Loans under Section 2.14 of the Credit
Agreement.
(g) The following defined terms shall be added to Section 1.01 of
the Credit Agreement in alphabetic order:
"Additional Term 1 Commitment" means, with respect to an Additional
Term 1 Lender, the commitment of such Additional Term 1 Lender to make
Additional Term 1 Loans on the Amendment No. 1 Effective Date, in an amount set
forth next to the signature of such Additional Term 1 Lender on Amendment No. 1.
The aggregate amount of the Additional Term 1 Commitments of all Additional Term
1 Lenders shall equal the outstanding principal amount of Term Loans of
Non-Consenting Term Lenders.
"Additional Term 1 Lender" means a Person with an Additional Term 1
Commitment to make Additional Term 1 Loans to the Borrowers on the Amendment No.
1 Effective Date, which for the avoidance of doubt may be an existing Term
Lender.
"Additional Term 1 Loan" means a Loan that is made pursuant to
Section 2.01(c)(ii) of the Credit Agreement on the Amendment No. 1 Effective
Date.
"Amendment No. 1" means Amendment No. 1 to this Agreement dated as
of March 29, 2005.
"Amendment No. 1 Effective Date" means March 29, 2005, the date on
which all conditions precedent set forth in Section 4 of Amendment No. 1 are
satisfied.
"Non-Consenting Term Lender" means each Term Lender that has not
executed and delivered a counterpart of Amendment No. 1 on or prior to the
Amendment No. 1 Effective Date.
-4-
"Repricing Transaction" means the incurrence by any Loan Party of
any Indebtedness (including, without limitation, any new or additional term
loans under this Agreement) that is secured or is broadly marketed or syndicated
to banks and other institutional investors in financings similar to the Credit
Agreement (i) having an effective interest rate margin or weighted average yield
(to be determined by the Administrative Agent consistent with generally accepted
financial practice) that is less than the Applicable Rate for, or weighted
average yield (to be determined by the Administrative Agent on the same basis)
of, the Term 1 Loans and (ii) the proceeds of which are used to repay, in whole
or in part, principal of outstanding Term 1 Loans.
"Term 1 Commitment" means, with respect to a Term Lender, the
agreement of such Term Lender to exchange its Term Loans for an equal aggregate
principal amount of Term 1 Loans on the Amendment No. 1 Effective Date, as
evidenced by such Term Lender executing and delivering Amendment No. 1.
"Term 1 Lender" means a Lender with outstanding Term 1 Loans.
"Term 1 Loan" means an Additional Term 1 Loan or a Loan that is
deemed made pursuant to Section 2.01(c)(i).
(h) Section 2.01 is hereby amended by adding the following clause
(c) to such Section.
"(c) (i) Subject to the terms and conditions hereof and of
Amendment No. 1, each Term Lender with a Term 1 Commitment
severally agrees to exchange its Term Loans for a like
principal amount in of Term 1 Loans on the Amendment No. 1
Effective Date.
(ii) Subject to the terms and conditions hereof and of
Amendment No. 1, each Additional Term 1 Lender severally
agrees to make Additional Term 1 Loans to the Borrowers on the
Amendment No. 1 Effective Date in a principal amount not to
exceed its Additional Term 1 Commitment on the Amendment No. 1
Effective Date. The Borrowers shall prepay all Term Loans of
Non-Consenting Term Lenders with the gross proceeds of the
Additional Term 1 Loans.
(iii) The Borrowers shall pay to the Term Lenders all
accrued and unpaid interest on the Term Loans to, but not
including, the Amendment No. 1 Effective Date on such
Amendment No. 1 Effective Date and to the Non-Consenting Term
Lenders any breakage loss or expense under Section 3.05. The
Amendment No. 1 Effective Date shall be deemed the first day
of a new Interest Period with respect to the Term 1 Loans.
-5-
(iv) The Term 1 Loans shall have the same terms as the
Term Loans as set forth in the Credit Agreement and Loan
Documents, except as modified by this Amendment No. 1. For the
avoidance of doubt, the Term 1 Loans (and all principal,
interest and other amounts in respect thereof) will constitute
"Obligations" under the Credit Agreement and the other Loan
Documents and shall have the same rights and obligations under
the Credit Agreement and Loan Documents as the Term Loans."
SECTION 2. CONSENT AND AMENDMENTS RELATING TO CHANGE IN FISCAL YEAR
END. The Required Lenders consent pursuant to Section 7.15 of the Credit
Agreement to the change of Holdings, the Borrowers and their Subsidiaries fiscal
year end from August 31 to December 31 provided that Holdings shall have
delivered written notice of the effectiveness of such change to the
Administrative Agent on or prior to April 30, 2005. Upon receipt of such notice
by the Administrative Agent, the following amendments shall automatically become
effective:
(a) The definition of "Applicable Rate" shall be amended by
replacing the reference to "May 31, 2005" with the date "June 30, 2005."
(b) The definition of "Excess Cash Flow Period" shall be amended and
restated in its entirety to read as follows: ""Excess Cash Flow Period" means
(i) the twelve consecutive fiscal month period of Holdings ending August 31,
2006, (ii) the four consecutive fiscal month period of Holdings ending December
31, 2006 and (iii) thereafter each twelve consecutive fiscal month period of
Holdings ending on the last day of each fiscal year of Holdings."
(c) Section 6.01(a) shall be amended by replacing the reference to
"August 31, 2005" with "December 31, 2005."
(d) Section 6.01(b) shall be amended by replacing the parenthetical
in the second line thereof with the following parenthetical: "(commencing with
the fiscal quarter ending February 28, 2005 and which, in the event of a change
of the Fiscal Year of Holdings, shall include(x) both the fiscal quarter ended
February 28, 2005 and the fiscal quarter ended March 31, 2005 if the change of
the Fiscal Year of Holdings occurs on or before March 31, 2005 or (y) both the
fiscal quarter ended May 31, 2005 and the fiscal quarter ended June 30, 2005 if
the change of the Fiscal Year of Holdings occurs after March 31, 2005)."
(e) Section 6.02(b) shall be amended by replacing the reference to
"May 31, 2005" with "June 30, 2005."
(f) Section 7.02(b) shall be amended by replacing the reference to
"August 31, 2005" with "December 31, 2005."
-6-
(g) Section 7.11 shall be amended by replacing each reference to
"May 31," "August 31," November 30" and "February 28" with references to "June
30," "September 30," "December 31" and "March 31," respectively.
SECTION 3. REPRESENTATIONS AND WARRANTIES. The Borrowers represent
and warrant to the Lenders as of the date hereof and the Amendment No. 1
Effective Date that:
(a) The execution, delivery and performance of this Amendment No. 1
have been duly authorized by all necessary corporate action by the Borrowers,
and do not and will not (i) contravene the terms of the Borrowers' Organization
Documents; (b) conflict with or result in any breach or contravention of, or the
creation of any Lien under, or require any payment to be made under (i) any
Contractual Obligation to which a Borrower is a party or (ii) any order,
injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Person or its property is subject; or (c) violate any Law, except
in the case of clause (b) or (c) as would not reasonably be expected to have a
Material Adverse Effect.
(b) Before and after giving effect to this Amendment No. 1, the
representations and warranties set forth in the Credit Agreement are true and
correct in all material respects on and as of the date of such Credit Extension,
except to the extent that such representations and warranties specifically refer
to an earlier date, in which case they shall be true and correct in all material
respects as of such earlier date.
(c) At the time of and after giving effect to this Amendment No. 1,
no Default or Event of Default has occurred and is continuing.
SECTION 4. CONDITIONS TO EFFECTIVENESS. This Amendment No. 1 shall
become effective on the date on which each of the following conditions is
satisfied:
(a) The Administrative Agent (or its counsel) shall have received
from (i) Lenders constituting (A) the Required Lenders and (B) each Term Lender,
or in lieu of one or more Term Lenders, one or more Additional Term 1 Lenders,
and (ii) each of the other parties hereto, either (x) a counterpart of this
Amendment No. 1 signed on behalf of such party or (y) written evidence
satisfactory to the Administrative Agent (which may include telecopy
transmission of a signed signature page of this Amendment No. 1) that such party
has signed a counterpart of this Amendment No. 1;
(b) The Borrowers shall have provided the Administrative Agent with
a Borrowing request three Business Days prior to the Amendment No. 1 Effective
Date with respect to the borrowing of Additional Term 1 Loans on the Amendment
No. 1 Effective Date; provided that if the Borrowers shall have requested a
Borrowing of Eurodollar Rate Loans, the Borrowers shall have provided the
Administrative Agent with a funding indemnity agreement satisfactory to the
Administrative Agent;
-7-
(c) Each Term 1 Lender shall have received, if requested, one or
more Notes payable to the order of such Lender duly executed by the Borrowers in
substantially the form of Exhibit C-1 to the Credit Agreement, as modified by
this Amendment No. 1, evidencing its Term 1 Loans;
(d) The Borrowers shall have paid to all Term Lenders simultaneously
with the making of Term 1 Loans hereunder all accrued and unpaid interest on the
Term Loans of such Term Lenders to, but not including, the Amendment No. 1
Effective Date on the Amendment No. 1 Effective Date;
(e) The Borrowers shall have paid to the Administrative Agent all
reasonable costs and expenses (including, without limitation the reasonable
fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the
Agents, to the extent billed prior to the Amendment No. 1 Effective Date) of the
Administrative Agent;
(f) All corporate and other proceedings taken or to be taken in
connection with this Amendment No. 1 and all documents incidental thereto,
whether or not referred to herein, shall be satisfactory in form and substance
to the Administrative Agent; and
(g) At the time of and after giving effect to the Amendment No. 1,
no Default or Event of Default has occurred and is continuing.
SECTION 5. EXPENSES. The Borrowers agrees to reimburse the
Administrative Agent for its and the other Agents' reasonable out-of-pocket
expenses incurred by them in connection with this Amendment No. 1, including the
reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP,
counsel for the Administrative Agent.
SECTION 6. COUNTERPARTS. This Amendment No. 1 may be executed in any
number of counterparts and by different parties hereto on separate counterparts,
each of which when so executed and delivered shall be deemed to be an original,
but all of which when taken together shall constitute a single instrument.
Delivery of an executed counterpart of a signature page of this Amendment No. 1
by facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.
SECTION 7. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. HEADINGS. The headings of this Amendment No. 1 are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.
SECTION 9. EFFECT OF AMENDMENT. Except as expressly set forth
herein, this Amendment No. 1 shall not by implication or otherwise limit,
impair, constitute a waiver of or
-8-
otherwise affect the rights and remedies of the Lenders or the Agents under the
Credit Agreement or any other Loan Document, and shall not alter, modify, amend
or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other provision of the
Credit Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. The
Required Lenders agree that the Borrowers and the Administrative Agent may enter
into an Amended and Restated Credit Agreement after the Amendment No. 1
Effective Date in form and substance satisfactory to the Administrative Agent to
give effect to this Amendment No. 1. By executing and delivering a copy hereof,
each Loan Party hereby agrees and confirms that all Loans and Obligations
(including, without limitation, the Term 1 Loans) shall be fully guaranteed by
Holdings pursuant to the Parent Guaranty and the other Guarantors pursuant to
the Subsidiary Guaranty and shall be fully secured pursuant to the Security
Documents.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed as of the date first above written.
AMR HOLDCO, INC.
By: /s/ William A. Sanger
---------------------------------------------
Name: William A. Sanger
Title: Chief Executive Officer
EMCARE HOLDCO, INC.
By: /s/ William A. Sanger
---------------------------------------------
Name: William A. Sanger
Title: Chief Executive Officer
EMERGENCY MEDICAL SERVICES L.P., as guarantor
By: Emergency Medical Services Corporation, its
general partner
By: /s/ William A. Sanger
---------------------------------------------
Name: William A. Sanger
Title: Chairman and Chief Executive Officer
[Amendment No. 1 Signature Page]
AMERICAN MEDICAL RESPONSE, INC.
HANK'S ACQUISITION CORP.
FOUNTAIN AMBULANCE SERVICE, INC.
MEDLIFE EMERGENCY MEDICAL SERVICE, INC.
AMERICAN MEDICAL RESPONSE NORTHWEST,
INC.
AMERICAN MEDICAL RESPONSE WEST
METROPOLITAN AMBULANCE SERVICE
AMERICAN MEDICAL RESPONSE OF INLAND
EMPIRE
DESERT VALLEY MEDICAL TRANSPORT, INC.
SPRINGS AMBULANCE SERVICE, INC.
AMERICAN MEDICAL RESPONSE OF COLORADO,
INC.
INTERNATIONAL LIFE SUPPORT, INC.
MEDEVAC MIDAMERICA, INC.
MEDEVAC MEDICAL RESPONSE, INC.
AMERICAN MEDICAL RESPONSE OF OKLAHOMA,
INC.
AMERICAN MEDICAL RESPONSE OF TEXAS, INC.
KUTZ AMBULANCE SERVICE, INC.
AMERICAN MEDICAL RESPONSE HOLDINGS, INC.
AMERICAN MEDICAL RESPONSE MANAGEMENT,
INC.
A1 LEASING, INC.
FLORIDA EMERGENCY PARTNERS, INC.
MOBILE MEDIC AMBULANCE SERVICE, INC.
METRO AMBULANCE SERVICE, INC.
METRO AMBULANCE SERVICE (RURAL), INC.
MEDIC ONE AMBULANCE SERVICES, INC.
AMERICAN MEDICAL RESPONSE OF SOUTH
CAROLINA, INC.
AMERICAN MEDICAL RESPONSE OF NORTH
CAROLINA, INC.
AMERICAN MEDICAL RESPONSE OF GEORGIA,
INC.
TROUP COUNTY EMERGENCY MEDICAL
SERVICES, INC.
RANDLE EASTERN AMBULANCE SERVICE, INC.
MEDI-CAR SYSTEMS, INC.
MEDI-CAR AMBULANCE SERVICE, INC.
AMERICAN MEDICAL RESPONSE OF TENNESSEE,
INC.
PHYSICIANS & SURGEONS AMBULANCE
SERVICE, INC.
AMERICAN MEDICAL RESPONSE OF ILLINOIS,
INC.
MIDWEST AMBULANCE MANAGEMENT
COMPANY
PARAMED, INC.
MERCY AMBULANCE OF EVANSVILLE, INC.
TIDEWATER AMBULANCE SERVICE, INC.
AMERICAN MEDICAL RESPONSE OF
CONNECTICUT, INCORPORATED
AMERICAN MEDICAL RESPONSE OF
MASSACHUSETTS, INC.
AMERICAN MEDICAL RESPONSE MID-ATLANTIC,
INC.
AMBULANCE ACQUISITION, INC.
METRO AMBULANCE SERVICES, INC.
BROWARD AMBULANCE, INC.
ATLANTIC AMBULANCE SERVICES
ACQUISITION, INC.
ATLANTIC/KEY WEST AMBULANCE, INC.
ATLANTIC/PALM BEACH AMBULANCE, INC.
SEMINOLE COUNTY AMBULANCE, INC.
LIFEFLEET SOUTHEAST, INC.
AMERICAN MEDICAL PATHWAYS, INC.
ADAM TRANSPORTATION SERVICE, INC.
ASSOCIATED AMBULANCE SERVICE, INC.
PARK AMBULANCE SERVICE INC.
FIVE COUNTIES AMBULANCE SERVICE, INC.
SUNRISE HANDICAP TRANSPORT CORP.
STAT HEALTHCARE, INC.
LAIDLAW MEDICAL TRANSPORTATION, INC.
MERCY, INC.
AMERICAN INVESTMENT ENTERPRISES, INC.
LIFECARE AMBULANCE SERVICE, INC.
TEK, INC.
MERCY LIFE CARE
HEMET VALLEY AMBULANCE SERVICE, INC.
AMERICAN MEDICAL RESPONSE OF SOUTHERN
CALIFORNIA
MEDIC ONE OF COBB, INC.
PUCKETT AMBULANCE SERVICE, INC.
AMERICAN MEDICAL RESPONSE DELAWARE
VALLEY, LLC
By: American Medical Response Mid-Atlantic,
Inc., its sole member
REGIONAL EMERGENCY SERVICES, LP
By: Florida Emergency Partners, Inc., its
general partner
PROVIDACARE, L.L.C.
By: American Medical Pathways, Inc., its
sole member
By: /s/ Randel G. Owen
---------------------------------------------
Name: Randel G. Owen
Title: Vice President
EMS MANAGEMENT LLC
By: AMR HoldCo, Inc. and EmCare HoldCo, Inc.,
its members
By: /s/ William A. Sanger
---------------------------------------------
Name: William A. Sanger
Title: Chief Executive Officer
EMCARE HOLDINGS INC.
EMCARE, INC.
EMCARE OF ALABAMA, INC.
EMCARE CONTRACT OF ARKANSAS, INC.
EMCARE OF ARIZONA, INC.
EMCARE OF CALIFORNIA, INC.
EMCARE OF COLORADO, INC.
EMCARE OF CONNECTICUT, INC.
EMCARE OF FLORIDA, INC.
EMCARE OF GEORGIA, INC.
EMCARE OF HAWAII, INC.
EMCARE OF INDIANA, INC.
EMCARE OF IOWA, INC.
EMCARE OF KENTUCKY, INC.
EMCARE OF LOUISIANA, INC.
EMCARE OF MAINE, INC.
EMCARE OF MICHIGAN, INC.
EMCARE OF MINNESOTA, INC.
EMCARE OF MISSISSIPPI, INC.
EMCARE OF MISSOURI, INC.
EMCARE OF NEVADA, INC.
EMCARE OF NEW HAMPSHIRE, INC.
EMCARE OF NEW JERSEY, INC.
EMCARE OF NEW MEXICO, INC.
EMCARE OF NEW YORK, INC.
EMCARE OF NORTH CAROLINA, INC.
EMCARE OF NORTH DAKOTA, INC.
EMCARE OF OHIO, INC.
EMCARE OF OKLAHOMA, INC.
EMCARE OF OREGON, INC.
EMCARE OF PENNSYLVANIA, INC.
EMCARE OF RHODE ISLAND, INC.
EMCARE OF SOUTH CAROLINA, INC.
EMCARE OF TENNESSEE, INC.
EMCARE OF TEXAS, INC.
EMCARE OF VERMONT, INC.
EMCARE OF VIRGINIA, INC.
EMCARE OF WASHINGTON, INC.
EMCARE OF WEST VIRGINIA, INC.
EMCARE OF WISCONSIN, INC.
EMCARE PHYSICIAN PROVIDERS, INC.
EMCARE PHYSICIAN SERVICES, INC.
EMCARE SERVICES OF ILLINOIS, INC.
EMCARE SERVICES OF MASSACHUSETTS, INC.
EMCARE ANESTHESIA SERVICES, INC.
ECEP, INC.
COORDINATED HEALTH SERVICES, INC.
EM-CODE REIMBURSEMENT SOLUTIONS, INC.
EMERGENCY MEDICINE EDUCATION SYSTEMS, INC.
EMERGENCY SPECIALISTS OF ARKANSAS, INC. II
FIRST MEDICAL/EMCARE, INC.
HEALTHCARE ADMINISTRATIVE SERVICES, INC.
OLD STAT, INC.
REIMBURSEMENT TECHNOLOGIES, INC.
STAT PHYSICIANS, INC.
THE GOULD GROUP, INC.
TIFTON MANAGEMENT SERVICES, INC.
TUCKER EMERGENCY SERVICES, INC.
HELIX PHYSICIANS MANAGEMENT, INC.
NORMAN BRUCE JETTON, INC.
PACIFIC EMERGENCY SPECIALISTS MANAGEMENT, INC.
AMERICAN EMERGENCY PHYSICIANS MANAGEMENT, INC.
PHYSICIAN ACCOUNT MANAGEMENT, INC.
PROVIDER ACCOUNT MANAGEMENT, INC.
CHARLES T. MITCHELL, M.D., INC.
EMCARE OF MARYLAND LLC,
By: EmCare Holdings Inc. and EmCare, Inc., its
members
EMS MANAGEMENT LLC
By: AMR HoldCo, Inc. and EmCare HoldCo, Inc.,
its members
By: /s/ William A. Sanger
---------------------------------------------
Name: William A. Sanger
Title: Chief Executive Officer
BANK OF AMERICA, N.A., as
Administrative Agent
By: /s/ Robert Rittelmeyer
---------------------------------------------
Name: Robert Rittelmeyer
Title: Vice President
BANK OF AMERICA, N.A., as a Lender
By: /s/ Robert Klawinski
---------------------------------------------
Name: Robert Klawinski
Title: Senior Vice President
CAROLINA FIRST BANK, as a Lender
By: /s/ Charles D. Chamberlaine
--------------------------------------------
Name: Charles D. Chamberlain
Title: Executive Vice President
LASALLE BANK NATIONAL ASSOCIATION,
By: /s/ Vanessa R. Garza
--------------------------------------------
Name: Vanessa R. Garza
Title: Commercial Banking Officer
MERRILL LYNCH CAPITAL, a division of
Merrill Lynch Business Financial Services, Inc.
as a Lender
By: /s/ Luis Vera
--------------------------------------------
Name: Luis Viera
Title: Vice President
JPMORGAN CHASE BANK, N.A., as a Lender
By: /s/ Laura Cumming
--------------------------------------------
Name: Laura Cumming
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender
By: /s/ Jeffrey P. Hoffman
--------------------------------------------
Name: Jeffrey P. Hoffman
Title: Its Duly Authorized Signatory
ACA MANAGEMENT, LLC as Advisor to
ACA CLO 2005-1, Limited, as a Lender
By: /s/ Vincent Ingato
--------------------------------------------
Name: Vincent Ingato
Title: Managing Director
ACM INCOME FUND INC.
By: /s/ Scott Van den Bosch
------------------------------------------
Name: Scott Van den Bosch
Title: Vice President
ARCHIMEDES FUNDING IV (Cayman), Ltd.
BY: ING Capital Advisors, LLC
as Collateral Manager
By: /s/ Helen Y. Rhee
--------------------------------------------
Name: Helen Y. Rhee, Director
NEMEAN CLO, Ltd.
BY: ING Capital Advisors, LLC
As Investment Manager
By: /s/ Helen Y. Rhee
--------------------------------------------
Name: Helen Y. Rhee, Director
ING-ORYX CLO, Ltd., as a Lender
BY: ING Capital Advisors, LLC
As Collateral Manager
By: /s/ Helen Y. Rhee
--------------------------------------------
Name: Helen Y. Rhee, Director
[Amendment No. 1 Signature Page]
ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD.
BY: Ares Enhanced Loan Management, L.P.
Investment Manager
By: Ares Enhanced Loan GP, LLC
Its General Partner
as a Lender
By: /s/ Seth J. Brufsky
--------------------------------------------
Name: Seth J. Brufsky
Title: Vice President
ARES IV CLO Ltd.
BY: Ares CLO Management IV, L.P.
Investment Manager
By: Ares CLO GP IV, LLC
Its Managing Member
as a Lender
By: /s/ Seth J. Brufsky
--------------------------------------------
Name: Seth J. Brufsky
Title: Vice President
ARES VII CLO Ltd.
BY: Ares CLO Management VII, L.P.
Investment Manager
By: Ares CLO GP VII, LLC
Its General Partner
as a Lender
By: /s/ Seth J. Brufsky
--------------------------------------------
Name: Seth J. Brufsky
Title: Vice President
[Amendment No. 1 Signature Page]
ARES VIII CLO Ltd.
BY: Ares CLO Management VIII, L.P.
Investment Manager
By: Ares CLO GP VIII, LLC
Its General Partner
as a Lender
By: /s/ Seth J. Brufsky
--------------------------------------------
Name: Seth J. Brufsky
Title: Vice President
ARES IX CLO Ltd.
BY: Ares CLO Management IX, L.P.
Investment Manager
By: Ares CLO GP IX LLC
Its General Partner
as a Lender
By: /s/ Seth J. Brufsky
--------------------------------------------
Name: Seth J. Brufsky
Title: Vice President
ATRIUM CDO, as a Lender
By: /s/ David H. Lerner
--------------------------------------------
Name: David H. Lerner
Title: Authorized Signatory
[Amendment No. 1 Signature Page]
BAIN CAPITAL
Sankaty Advisors, LLC, as Collateral Manager for
AVERY POINT CLO, LTD., as Term Lender
_________________________, as a Lender
By: /s/ Diane J. Exter
--------------------------------------------
Name: Diane J. Exter
Title: Managing Director, Portfolio Manger
BABSON CLO LTD. 2004-II
BABSON CLO LTD. 2003-I
SUFFIELD CLO, LIMITED
TRYON CLO LTD. 2000-I, as Lenders
By: Babson Capital Management LLC
as Collateral Manager
By: /s/ Russell D. Morrison
--------------------------------------------
Name: Russell D. Morrison
Title: Managing Director
MAPLEWOOD (CAYMAN) LIMITED
as a Lender
By: Babson Capital Management LLC
as Investment Manager
By: /s/ Russell D. Morrison
--------------------------------------------
Name: Russell D. Morrison
Title: Managing Director
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,
as a Lender
By: /s/ Russell D. Morrison
--------------------------------------------
Name: Russell D. Morrison
Title: Managing Director
[Amendment No. 1 Signature Page]
BILL & MELINDA GATES FOUNDATION
as a Lender
By: Babson Capital Management LLC
as Investment Adviser
By: /s/ Russell D. Morrison
--------------------------------------------
Name: Russell D. Morrison
Title: Managing Director
BABSON CLO LTD. 2005-I
By: Babson Capital Management LLC
as Collateral Manager
By: /s/ Russell D. Morrison
--------------------------------------------
Name: Russell D. Morrison
Title: Managing Director
BAYERISCHE HYPO- UND VEREINSBANK, AG
as a Lender
By: /s/ Gavin Burke
--------------------------------------------
Name: Gavin Burke
Title: Director
By: /s/ Hetal Selarka
------------------------------------------
Name: Hetal Selarka
Title: Associate Director
BIG SKY III SENIOR LOAN TRUST
By: Eaton Vance Management
as Investment Advisor
By: /s/ Michael B. Botthof
--------------------------------------------
Name: Michael B. Botthof
Title: Vice President
[Amendment No. 1 Signature Page]
BOLDWATER CREDIT OPPORTUNITIES MASTER FUND LP,
as a Lender
By: BoldWater Capital Management LP
The Investment Manager
By: /s/ Martin E. Kalisker
--------------------------------------------
Name: Martin E. Kalisker
Title: Chief Financial Officer
By: CALLIDUS DEBT PARTNERS CLO FUND II, LTD.
By: Its Collateral Manager, Callidus Capital
Management, LLC, as a Lender
By: /s/ Mavis Taintor
--------------------------------------------
Name: Mavis Taintor
Title: Senior Managing Director
By: CALLIDUS DEBT PARTNERS CLO FUND III, LTD.
By: Its Collateral Manager, Callidus Capital
Management, LLC, as a Lender
By: /s/ Mavis Taintor
--------------------------------------------
Name: Mavis Taintor
Title: Senior Managing Director
SANKATY ADVISORS, LLC, as Collateral Manager for
Castle Hill I - INGOTS, Ltd., as Term Lender
By: /s/ Diane J. Exter
--------------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
[Amendment No. 1 Signature Page]
SANKATY ADVISORS, LLC, as Collateral Manager for
Castle Hill II - INGOTS, Ltd., as Term Lender
By: /s/ Diane J. Exter
--------------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
SANKATY ADVISORS, LLC, as Collateral Manager for
Castle Hill III - INGOTS, Ltd., as Term Lender
By: /s/ Diane J. Exter
--------------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
CHAMPLAIN CLO, LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By: /s/ Thomas H. B. Ewald
--------------------------------------------
Name: Thomas H. B. Ewald
Title: Authorized Signatory
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
By: /s/ Thomas H. B. Ewald
--------------------------------------------
Name: Thomas H. B. Ewald
Title: Authorized Signatory
CITADEL HILL 2004 LTD., as a lender
By: /s/ P. Van Schaick
--------------------------------------------
Name: P. Van Schaick
Title: Authorized Signatory
[Amendment No. 1 Signature Page]
CITADEL HILL 2000 LTD., as a lender
By: /s/ P. Van Schaick
--------------------------------------------
Name: P. Van Schaick
Title: Authorized Signatory
CITICORP INSURANCE AND INVESTMENT TRUST
By: Travelers Asset Management International
Company, LLC
By: /s/ Allen Cantrell
--------------------------------------------
Name: Allen Cantrell
Title: Investment Officer
CLASSIC CAYMAN B.D. LIMITED
As Lender
By: /s/ Daniel Conlon
--------------------------------------------
Name: Daniel Conlon
Title: Authorized Signatory
By: /s/ John Fitzgerald
--------------------------------------------
Name: John Fitzgerald
Title: Authorized Signatory
CLT, L.P.
By: Royal Bank of Canada,
as Collateral Manager
By: /s/ Melissa Marano
--------------------------------------------
Name: Melissa Marano
Title: Authorized Signatory
[Amendment No. 1 Signature Page]
NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT
INC., as Collateral Manager
By: Clydesdale CLO 2003 Ltd., as a Lender
By: /s/ Elizabeth MacLean
--------------------------------------------
Name: Elizabeth MacLean
Title: Director
NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT
INC., as Investment Manager
By: Clydesdale CLO 2004 Ltd., as a Lender
By: /s/ Elizabeth MacLean
--------------------------------------------
Name: Elizabeth MacLean
Title: Director
NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT
INC., as Investment Manager
By: Clydesdale Strategic CLO-I, Ltd.,
as a Lender
By: /s/ Elizabeth MacLean
--------------------------------------------
Name: Elizabeth MacLean
Title: Director
CONSTANTIUS EATON VANCE CDO V, LTD
as Investment Advisor
By: /s/ Michael B. Botthof
--------------------------------------------
Name: Michael B. Botthof
Title: Vice President
CSAM FUNDING I, as a Lender
By: /s/ David H. Lerner
--------------------------------------------
Name: David H. Lerner
Title: Authorized Signatory
[Amendment No. 1 Signature Page]
CSAM FUNDING II, as a Lender
By: /s/ David H. Lerner
--------------------------------------------
Name: David H. Lerner
Title: Authorized Signatory
DRYDEN VIII - LEVERAGED LOAN CDO 2005
By: Prudential Investment Management, Inc.
as Attorney-In-Fact
By: /s/ Paul Appleby
--------------------------------------------
Name: Paul Appleby
Title: Managing Director
EAST WEST BANK, as a Lender
By: /s/ Nancy A. Moore
--------------------------------------------
Name: Nancy A. Moore
Title: Senior Vice President
EATON VANCE CDO III, LTD.
By: Eaton Vance Management
as Investment Advisor
By: /s/ Michael B. Botthof
--------------------------------------------
Name: Michael B. Botthof
Title: Vice President
EATON VANCE CDO VI, LTD.
By: Eaton Vance Management
as Investment Advisor
By: /s/ Michael B. Botthof
--------------------------------------------
Name: Michael B. Botthof
Title: Vice President
[Amendment No. 1 Signature Page]
EATON VANCE FLOATING-RATE INCOME TRUST
By: Eaton Vance Management
as Investment Advisor
By: /s/ Michael B. Botthof
--------------------------------------------
Name: Michael B. Botthof
Title: Vice President
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
By: Eaton Vance Management
as Investment Advisor
By: /s/ Michael B. Botthof
--------------------------------------------
Name: Michael B. Botthof
Title: Vice President
EATON VANCE LIMITED DURATION INCOME FUND
By: Eaton Vance Management
as Investment Advisor
By: /s/ Michael B. Botthof
--------------------------------------------
Name: Michael B. Botthof
Title: Vice President
EATON VANCE SENIOR FLOATING-RATE TRUST
By: Eaton Vance Management
as Investment Advisor
By: /s/ Michael B. Botthof
--------------------------------------------
Name: Michael B. Botthof
Title: Vice President
[Amendment No. 1 Signature Page]
EATON VANCE SENIOR INCOME TRUST
By: Eaton Vance Management
as Investment Advisor
By: /s/ Michael B. Botthof
--------------------------------------------
Name: Michael B. Botthof
Title: Vice President
EATON VANCE SHORT DURATION DIVERSIFIED
INCOME FUND
By: Eaton Vance Management
as Investment Advisor
By: /s/ Michael B. Botthof
--------------------------------------------
Name: Michael B. Botthof
Title: Vice President
FEINGOLD O'KEEFFE MASTER FUND, LTD
as a Lender
By: /s/ R. Ian O'Keeffe
--------------------------------------------
Name: R. Ian O'Keeffe
Title: Partner
FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC
By: Fidelity Floating Rate Central Investment
Portfolio, as a Lender
By: /s/ John H. Costello
--------------------------------------------
Name: John H. Costello
Title: Assistant Treasurer
FIDELITY ADVISOR SERIES II
By: Fidelity Advisor Floating Rate High Income
Fund, as a Lender
By: /s/ John H. Costello
--------------------------------------------
Name: John H. Costello
Title: Assistant Treasurer
[Amendment No. 1 Signature Page]
FIRST TRUST/HIGHLAND CAPITAL FLOATING RATE
TRUST FUND
By: Highland Capital Management, L.P.
Its Investment Sub-Advisor, as a Lender
By: /s/ R. Joseph Dougherty
--------------------------------------------
Name: R. Joseph Dougherty
Title: Senior Vice President, Secretary
FIFTH THIRD BANK, as a Lender
By: /s/ Neil J. Prendergast
--------------------------------------------
Name: Neil J. Prendergast
Title: Vice President
FOOTHILL INCOME TRUST, L.P.
By: FIT GP, LLC, its Sole Partner, as a Lender
By: /s/ M. E. Stearns
--------------------------------------------
Name: M.E. Stearns
Title: Managing Member
FOREST SPC LLC, as a Lender
By: /s/ Meredith J. Koslick
--------------------------------------------
Name: Meredith J. Koslick
Title: Assistant Vice President
FOUR CORNERS CLO 2005-I, LTD., as a Lender
By: Four Corners Capital Management LLC
As Collateral Manager
By: /s/ Adam Brown
--------------------------------------------
Name: Adam Brown
Title: Vice President
[Amendment No. 1 Signature Page]
FORTRESS PORTFOLIO TRUST, as a Lender
By: Four Corners Capital Management LLC
As Investment Manager
By: /s/ Adam Brown
--------------------------------------------
Name: Adam Brown
Title: Vice President
FRANKLIN CLO II, LIMITED, as a Lender
By: /s/ David Ardini
--------------------------------------------
Name: David Ardini
Title: Vice President
FRANKLIN CLO III, LIMITED, as a Lender
By: /s/ David Ardini
--------------------------------------------
Name: David Ardini
Title: Vice President
FRANKLIN CLO IV, LIMITED, as a Lender
By: /s/ David Ardini
--------------------------------------------
Name: David Ardini
Title: Vice President
FRANKLIN FLOATING RATE DAILY ACCESS FUND,
as a Lender
By: /s/ Richard Hsu
--------------------------------------------
Name: Richard Hsu
Title: Vice President
FRANKLIN FLOATING RATE MASTER SERIES,
as a Lender
By: /s/ Richard Hsu
--------------------------------------------
Name: Richard Hsu
Title: Vice President
[Amendment No. 1 Signature Page]
FRANKLIN FLOATING RATE TRUST
as a Lender
By: /s/ Richard Hsu
--------------------------------------------
Name: Richard Hsu
Title: Vice President
GALAXY CLO 2003-1, LTD.
By: AIG Global Investment Corp.
Its Investment Advisor, as a Lender
By: /s/
--------------------------------------------
Name: ILLEGIBLE
Title: Vice President
GALAXY III CLO, LTD.
By: AIG Global Investment Corp.
Its Investment Advisor, as a Lender
By: /s/
--------------------------------------------
Name: ILLEGIBLE
Title: Vice President
GALAXY IV CLO LTD.
By: AIG Global Investment Corp.
Its Investment Advisor, as a Lender
By: /s/
--------------------------------------------
Name: ILLEGIBLE
Title: Vice President
GRANITE VENTURES I LTD.
By: Stone Tower Debt Advisors LLC
as its Collateral Manager
By: /s/ Anthony Edson
--------------------------------------------
Name: Anthony Edson
Title: Authorized Signatory
[Amendment No. 1 Signature Page]
GRAYSON & CO
By: Boston Management and Research
as Investment Advisor, as a Lender
By: /s/ Michael B. Botthof
--------------------------------------------
Name: Michael B. Botthof
Title: Vice President
GULF STREAM-COMPASS CLO 2002-1 LTD
By: Gulf Stream Asset Management LLC
As Collateral Manager, as a Lender
By: /s/ Mark Mahoney
--------------------------------------------
Name: Mark Mahoney
Title: President
GULF STREAM-COMPASS CLO 2005-1 LTD
By: Gulf Stream Asset Management LLC
As Collateral Manager, as a Lender
By: /s/ Mark Mahoney
--------------------------------------------
Name: Mark Mahoney
Title: President
HARBOUR TOWN FUNDING LLC, as a Lender
By: /s/ Meredith J. Koslick
--------------------------------------------
Name: Meredith J. Koslick
Title: Assistant Vice President
HIGHLAND FLOATING RATE ADVANTAGE FUND
By: Highland Capital Management, L.P.
its Investment Advisor, as a Lender
By: /s/ R. Joseph Dougherty
--------------------------------------------
Name: R. Joseph Dougherty
Title: Senior Vice President, Secretary
[Amendment No. 1 Signature Page]
ING SENIOR INCOME FUND
By: ING Investment Management, Co.
as its investment manager
By: /s/ Michel Prince
--------------------------------------------
Name: Michel Prince
Title: SVP
ING PRIME RATE TRUST
By: ING Investment Management, Co.
as its investment manager
By: /s/ Michel Prince
--------------------------------------------
Name: Michel Prince
Title: SVP
IXIS LOOMIS SAYLES SENIOR LOAN FUND
By: Loomis Sayles and Company, L.P.
its manager
By: Loomis Sayles and Company, Inc.
its general partner
By: /s/ Kevin J. Perry
--------------------------------------------
Name: Kevin J. Perry
Title: Vice President
KEYBANK NATIONAL ASSOCIATION
as a Lender
By: /s/ Michael Corrigan
--------------------------------------------
Name: Michael Corrigan
Title: Managing Director
BIC LOAN FUNDING, LLC, as a Lender
By: /s/ N. John Beal
--------------------------------------------
Name: N. John Beal
Title: Authorized Signatory
[Amendment No. 1 Signature Page]
KZH SOLEIL LLC, as a Lender
By: /s/ Dorian Herrera
--------------------------------------------
Name: Dorian Herrera
Title: Authorized Agent
KZH SOLEIL -2 LLC, as a Lender
By: /s/ Dorian Herrera
--------------------------------------------
Name: Dorian Herrera
Title: Authorized Agent
LIGHTPOINT CLO III, LTD., as an Investor
By: /s/ Timothy S. Van Kirk
--------------------------------------------
Name: Timothy S. Van Kirk
Title: Managing Director
LOAN FUNDING IX LLC, for itself as agent for
Corporate Loan Funding IX LLC
By: INVESCO Senior Secured Management, Inc.
As Portfolio Manager
By: /s/ Thomas H. B. Ewald
--------------------------------------------
Name: Thomas H. B. Ewald
Title: Authorized Signatory
SANKATY ADVISORS, LLC, as Collateral Manager for
Loan Funding XI LLC, as Term Lender
By: /s/ Diane J. Exter
--------------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
LONG LANE MASTER TRUST IV, as a Lender
By: /s/ Kelly W. Warnement
--------------------------------------------
Name: Kelly W. Warnement
Title: Authorized Agent
[Amendment No. 1 Signature Page]
THE LOOMIS SAYLES SENIOR LOAN FUND, LLC
By: Loomis Sayles and Company, L.P.
its manager
By: Loomis Sayles and Company, Inc.
its general partner
By: /s/ Kevin J. Perry
--------------------------------------------
Name: Kevin J. Perry
Title: Vice President
MADISON PARK, as a Lender
By: /s/ David H. Lerner
--------------------------------------------
Name: David H. Lerner
Title: Authorized Agent
MAINSTAY FLOATING RATE FUND, a series of Eclipse
Funds Inc., as a Lender
By: New York Life Investment Management LLC
By: /s/ Robert H. Dial
--------------------------------------------
Name: Robert H. Dial
Title: Managing Director
MARATHON SPECIAL OPPORTUNITY MASTER FUND LTD,
as a Lender
By: /s/ Lou Hanover
--------------------------------------------
Name: Lou Hanover
Title: CIO
MILLCREEK CBNA LOAN FUNDING
as a Lender
By: /s/ James Spaulding
--------------------------------------------
Name: James Spaulding
Title: Attorney-In-Fact
[Amendment No. 1 Signature Page]
MOUNTAIN CAPITAL CLO 11 LTD., as a Lender
By: /s/ Darren P. Riley
--------------------------------------------
Name: Darren P. Riley
Title: Director
MOUNTAIN CAPITAL CLO III LTD., as a Lender
By: /s/ Darren P. Riley
--------------------------------------------
Name: Darren P. Riley
Title: Director
NAVIGATOR CDO 2004, LTD
By: Antares Asset Management, Inc.
as Agent as a Lender
By: /s/ David Mahon
--------------------------------------------
Name: David Mahon
Title: Vice President
CITIGROUP FINANCIAL PRODUCTS
By: Antares Asset Management, Inc.
as Agent as a Lender
By: /s/ David Mahon
--------------------------------------------
Name: David Mahon
Title: Vice President
NATEXIS BANQUES POPULAIRES, as a Lender
By: /s/ Tefta Ghilaga
--------------------------------------------
Name: Tefta Ghilaga
Title: Vice President
By: /s/ Kristen E. Brainard
--------------------------------------------
Name: Kristen E. Brainard
Title: Assistant Vice President
[Amendment No. 1 Signature Page]
NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT
INC., as Investment Advisor
By: NCRAM Loan Trust, as a Lender
By: /s/ Elizabeth MacLean
--------------------------------------------
Name: Elizabeth MacLean
Title: Director
NEW ALLIANCE GLOBAL CDO, LIMITED
By: Alliance Capital Management L.P.
as Sub-advisor
By: Alliance Capital Management Corporation
as General Partner
By: /s/ Scott Van den Bosch
--------------------------------------------
Name: Scott Van den Bosch
Title: Vice President
NOMURA BOND AND LOAN FUND, as a Lender
By: UFJ Trust Bank Limited as Trustee
By: Nomura Corporate Research and Asset
Management Inc. Attorney-in-Fact
By: /s/ Elizabeth MacLean
--------------------------------------------
Name: Elizabeth MacLean
Title: Director
THE NORINCHUKIN BANK, NEW YORK BRANCH, through
State Street Bank and Trust Company N.A., as
Fiduciary Custodian
By: Eaton Vance Management, Attorney-In-Fact
By: /s/ Michael B. Botthof
--------------------------------------------
Name: Michael B. Botthof
Title: Vice President
[Amendment No. 1 Signature Page]
OLYMPIC CLO I, as a Lender
By: /s/ John M. Casparian
--------------------------------------------
Name: John M. Casparian
Title: Chief Operating Officer
Center Pacific, Manager
OPPENHEIMER SENIOR FLOATING RATE FUND,
as a Lender
By: /s/ Lisa Chaffee
--------------------------------------------
Name: Lisa Chaffee
Title: AVP
PIONEER FLOATING RATE TRUST
By: Highland Capital Management, L.P.
Its Sub-Advisor, as a Lender
By: /s/ R. Joseph Dougherty
--------------------------------------------
Name: R. Joseph Dougherty
Title: Senior Vice President, Secretary
SANKATY ADVISORS, LLC, as Collateral Manager for
Race Point CLO, Limited, as Term Lender
By: /s/ Diane J. Exter
--------------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
SANKATY ADVISORS, LLC, as Collateral Manager for
Race Point II CLO, Limited, as Term Lender
By: /s/ Diane J. Exter
--------------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
[Amendment No. 1 Signature Page]
SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management, Inc.
As Asset Manager
By: /s/ Thomas H. B. Ewald
--------------------------------------------
Name: Thomas H. B. Ewald
Title: Authorized Signatory
SOLISBANK (IRELAND) LIMITED, as a Lender
By: /s/ Tony O'Brien
--------------------------------------------
Name: Tony O'Brien
Title: Senior Manager
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/ Michael B. Botthof
--------------------------------------------
Name: Michael B. Botthof
Title: Vice President
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By: /s/ Thomas H. B. Ewald
--------------------------------------------
Name: Thomas H. B. Ewald
Title: Authorized Signatory
SOUTHFORK CLO, LTD.
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ David Lancelot
------------------------------------------
Name: David Lancelot
Title: Treasurer
Highland Capital Management, L.P.
[Amendment No. 1 Signature Page]
SPIRET IV LOAN TRUST 2003-B
By: Wilmington Trust Company not in its
individual capacity but solely as trustee
By: /s/ Rachel L. Simpson
--------------------------------------------
Name: Rachel L. Simpson
Title: Financial Services Officer
STANFIELD ARBITRAGE CDO, LTD.
By: Stanfield Capital Partners, LLC
as its Collateral Manager
By: /s/ Christopher E. Jansen
--------------------------------------------
Name: Christopher E. Jansen
Title: Managing Partner
STANFIELD CARRERA CLO, LTD.
By: Stanfield Capital Partners, LLC
as its Asset Manager
By: /s/ Christopher E. Jansen
--------------------------------------------
Name: Christopher E. Jansen
Title: Managing Partner
STANFIELD/RMF TRANSATLANTIC CDO LTD.
By: Stanfield Capital Partners, LLC
as its Collateral Manager
By: /s/ Christopher E. Jansen
--------------------------------------------
Name: Christopher E. Jansen
Title: Managing Partner
STANFIELD VANTAGE CLO, LTD
By: Stanfield Capital Partners, LLC
as its Asset Manager
By: /s/ Christopher E. Jansen
--------------------------------------------
Name: Christopher E. Jansen
Title: Managing Partner
[Amendment No. 1 Signature Page]
STONE TOWER CLO III LTD.
By: Stone Tower Debt Advisors LLC
as its Collateral Manager
By: /s/ Anthony Edson
--------------------------------------------
Name: Anthony Edson
Title: Authorized Signatory
STRATEGIC VALUE CREDIT OPPORTUNITIES MASTER FUND
L.P., as a Lender
By: /s/ Vivianne Hernandez
--------------------------------------------
Name: Vivianne Hernandez
Title: Authorized Signatory
SUN LIFE ASSURANCE COMPANY OF CANADA (US)
By: Fairlead Capital Management, Inc.
as Sub-Advisor
By: /s/ Melissa Marano
------------------------------------------
Name: Melissa Marano
Title: Vice President and Senior Portfolio
Manager
SUNAMERICA LIFE INSURANCE COMPANY
By: AIG Global Investment Corp.
Its Investment Adviser, as a Lender
By: /s/ W. Jeffrey Baxter
--------------------------------------------
Name: W. Jeffrey Baxter
Title: Vice President
SUNAMERICA SENIOR FLOATING RATE FUND, INC.
By: AIG Global Investment Corp.
Its Investment Sub-Adviser, as a Lender
By: /s/ W. Jeffrey Baxter
------------------------------------------
Name: W. Jeffrey Baxter
Title:
[Amendment No. 1 Signature Page]
THE TRAVELERS INSURANCE COMPANY
By: /s/ Allen Cantrell
--------------------------------------------
Name: Allen Cantrell
Title: Investment Officer
TRS ARIA, LLC, as a Lender
By: /s/ Edward Schaffer
--------------------------------------------
Name: Edward Schaffer
Title: Vice President
ULT CBNA LOAN FUNDING LLC, for itself or as
agent for ULT CFPI Loan Funding LLC, as a Lender
By: /s/ Suzanne Smith
--------------------------------------------
Name: Suzanne Smith
Title: As Attorney-In-Fact
VENTURE CDO 2002, LIMITED, as a Lender
By: its investment advisor, MJX Asset
Management LLC
By: /s/ Kenneth Ostmann
--------------------------------------------
Name: Kenneth Ostmann
Title: Director
VENTURE II CDO 2002, LIMITED, as a Lender
By: its investment advisor, MJX Asset
Management LLC
By: /s/ Kenneth Ostmann
--------------------------------------------
Name: Kenneth Ostmann
Title: Director
[Amendment No. 1 Signature Page]
VENTURE III CDO LIMITED, as a Lender
By: its investment advisor, MJX Asset
Management LLC
By: /s/ Kenneth Ostmann
--------------------------------------------
Name: Kenneth Ostmann
Title: Director
VENTURE IV CDO LIMITED, as a Lender
By: its investment advisor, MJX Asset
Management LLC
By: /s/ Kenneth Ostmann
--------------------------------------------
Name: Kenneth Ostmann
Title: Director
VICTORIA FALLS CLO, LTD., as a Lender
By: /s/ Mark D. Senkpiel
--------------------------------------------
Name: Mark D. Senkpiel
Title: Managing Director
VISTA LEVERAGED INCOME FUND, as a Lender
By: its investment advisor, MJX Asset
Management LLC
By: /s/ Kenneth Ostmann
--------------------------------------------
Name: Kenneth Ostmann
Title: Director
WHITEHORSE I LTD., as a Lender
By: /s/ Jay Carvell
--------------------------------------------
Name: Jay Carvell
Title: Portfolio Manager
[Amendment No. 1 Signature Page]
WHITNEY CLO I, as a Lender
By: /s/ John M. Casparian
--------------------------------------------
Name: John M. Casparian
Title: Chief Operating Officer
Centre Pacific Manager
WIND RIVER CLO I LTD.
By: McDonnell Investment Management, LLC
as a Lender
By: /s/ Kathleen A. Zarn
--------------------------------------------
Name: Kathleen A. Zarn
Title: Vice President
[Amendment No. 1 Signature Page]