SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment"),
dated as of March 27, 1998, is entered into among Sun Healthcare Group, Inc.,
a Delaware corporation ("Borrower"), the entities listed on the signature
pages hereto as Lenders (collectively, "Lenders"), the co-agents listed on
the signature pages hereto as Co-Agents (collectively, the "Co-Agents"), and
NationsBank of Texas, N.A., as Administrative Agent (in said capacity, "the
Administrative Agent").
BACKGROUND
The Borrower, certain of the Lenders (herein, the "Existing Lenders"),
the Co-Agents and the Administrative Agent heretofore entered into that
certain Credit Agreement, dated as of October 8, 1997, as amended by that
certain First Amendment to Credit Agreement, dated as of November 12, 1997
(the "Credit Agreement"; the terms defined in the Credit Agreement and not
otherwise defined herein shall be used herein as defined in the Credit
Agreement).
The Borrower, the Lenders, the Co-Agents and the Administrative Agent
desire to amend the Credit Agreement to (a) permit (i) the Investment in and
Acquisitions of Restricted Subsidiaries that are not required to execute a
Subsidiary Guaranty and whose capital stock or other equity interest is not
required to be pledged pursuant to the Credit Agreement, and (ii)
Sunscript/HRA L.L.C., an Illinois limited liability company ("Sunscript
L.L.C."), of which Sunscript Pharmacy Corporation, a New Mexico corporation
and wholly-owned Subsidiary of the Borrower ("Sunscript Corp."), will own up
to 60% of the equity interests, to incur Indebtedness and grant Liens on its
assets, and (b) make certain other changes therein.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are all hereby acknowledged,
the Borrower, the Lenders, the Co-Agents and the Administrative Agent
covenant and agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT.
(a) The definition of "FIXED CHARGES" set forth in SECTION 1.1 of the
Credit Agreement is hereby amended to read as follows:
"FIXED CHARGES" means, for any date of calculation, calculated
for the Borrower and its Subsidiaries on a consolidated basis
(provided that if Non-Guaranteeing Subsidiary EBITDAR shall ever
equal or exceed 15% of EBITDAR, Fixed Charges shall be calculated
for the Borrower and its Restricted Subsidiaries which are not
Non-Guaranteeing Restricted Subsidiaries on a consolidated basis)
determined in accordance with GAAP, the sum of, without duplication,
(a) scheduled principal or residual or similar payments made on
Total Debt (other than (i) lease expense pursuant to Operating
Leases,
(ii) principal payments made on the Obligations, and (iii)
debt for borrowed money having (x) a maturity of less than twelve
months and (y) no principal amortization), plus (b) interest paid,
whether or not capitalized (including interest paid pursuant to
Capitalized Lease Obligations), plus (c) lease expense pursuant to
Operating Leases, plus (d) Dividends paid in respect of the Sun
Financing Preferred Securities, in each case for the four fiscal
quarters immediately preceding the date of calculation. For purpose
of the calculation of Fixed Charges with respect to assets not owned
at all times during the four fiscal quarters immediately preceding
the date of determination, Fixed Charges shall be adjusted, on a
pro-forma basis, to (i) include the Fixed Charges attributable to an
Acquisition which occurred during any such fiscal quarter for the
twelve month period preceding the date of determination, provided
the Acquisition Consideration for such Acquisition is in excess of
$5,000,000 and (ii) exclude the Fixed Charges of any asset or group
of related amounts disposed of in one transaction or a series of
related transactions during any such fiscal quarter for the twelve
month period preceding the date of determination, provided the
consideration received from the disposition of such asset or group
of related assets is in excess of $5,000,000."
(b) The defined term "FOREIGN SUBSIDIARY EBITDA" is hereby deleted and
the defined term "NON-GUARANTEEING SUBSIDIARY EBITDA" is inserted in lieu
thereof in proper alphabetical order to read as follows:
"NON-GUARANTEEING SUBSIDIARY EBITDA" means, for any period,
determined in accordance with GAAP on a consolidated basis for the
Non-Guaranteeing Subsidiaries, the sum of (a) pre-tax net income
(excluding therefrom (i) any items of extraordinary gain, including
net gains on the sale of assets other than asset sales in the
ordinary course of business, and (ii) any items of extraordinary
loss, including net losses on the sale of assets other than asset
sales in the ordinary course of business), plus (b) interest
expense, whether or not capitalized (including interest expense
pursuant to Capitalized Lease Obligations), Depreciation and
amortization, in each case for the four fiscal quarters immediately
preceding the date of calculation. For purpose of the calculation
of Non-Guaranteeing Subsidiary EBITDA with respect to assets not
owned at all times during the four fiscal quarters immediately
preceding the date of determination, Non-Guaranteeing Subsidiary
EBITDA shall be adjusted, on a pro-forma basis, to (i) include the
Non-Guaranteeing Subsidiary EBITDA attributable to an Acquisition
which occurred during any such fiscal quarter for the twelve month
period preceding the date of determination, provided the Acquisition
Consideration for such Acquisition is in excess of $5,000,000 and
(ii) exclude the Non-Guaranteeing Subsidiary EBITDA of any asset or
group of related amounts disposed of in one transaction or a series
of related transactions during any such fiscal quarter for the
twelve month period preceding the date of determination, provided
the consideration received from the disposition of such asset or
group of related assets is in excess of $5,000,000."
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(c) The defined term "FOREIGN SUBSIDIARY EBITDAR" is hereby deleted and
the defined term "NON-GUARANTEEING SUBSIDIARY EBITDAR" is inserted in lieu
thereof in proper alphabetical order to read as follows:
"NON-GUARANTEEING SUBSIDIARY EBITDAR" means, for any period,
determined in accordance with GAAP on a consolidated basis for the
Borrower's Non-Guaranteeing Subsidiaries, the sum of (a)
Non-Guaranteeing Subsidiary EBITDA, plus (b) lease expense pursuant
to Operating Leases."
(d) The definition of "FIXED CHARGE COVERAGE RATIO" set forth in
SECTION 1.1 of the Credit Agreement is hereby amended to read as follows:
"FIXED CHARGE COVERAGE RATIO" means, for any date of
calculation, the ratio of EBITDAR (provided that if Non-Guaranteeing
Subsidiary EBITDAR shall ever equal or exceed 15% of EBITDAR, the
Fixed Charge Coverage Ratio shall be calculated using Domestic
EBITDAR but adjusted to exclude EBITDAR of Non-Guaranteeing
Restricted Subsidiaries) to Fixed Charges for the four fiscal
quarters immediately preceding such date of calculation."
(e) The definition of "GUARANTOR" set forth in SECTION 1.1 of the
Credit Agreement is hereby amended to read as follows:
"GUARANTOR" means each Restricted Subsidiary other than (a)
Inactive Subsidiaries of the Borrower and (b) Non-Guaranteeing
Subsidiaries."
(f) The definition of "LEVERAGE RATIO" set forth in SECTION 1.1 of the
Credit Agreement is hereby amended to read as follows:
"LEVERAGE RATIO" means, for any date of calculation, calculated
for the Borrower and its Subsidiaries on a consolidated basis
(provided that if Non-Guaranteeing Subsidiary EBITDAR shall ever
equal or exceed 15% of EBITDAR, the Leverage Ratio shall be
calculated using Domestic EBITDAR but adjusted to exclude EBITDAR
for Non-Guaranteeing Restricted Subsidiaries), the ratio of Total
Debt to EBITDAR for the four fiscal quarters immediately preceding
the date of calculation."
(g) The definition of "NET WORTH" set forth in SECTION 1.1 of the
Credit Agreement is hereby amended to read as follows:
"NET WORTH" means, for the Borrower and its Subsidiaries, on a
consolidated basis (provided that if Non-Guaranteeing Subsidiary
EBITDAR shall ever equal or exceed 15% of EBITDAR, Net Worth shall
be calculated for the Borrower and its Restricted Subsidiaries on a
consolidated basis, but adjusted to exclude (i), (ii) and (iii)
immediately following for Non-Guaranteeing Restricted Subsidiaries),
determined in accordance with GAAP, the sum of (i) capital stock
taken at par value, plus (ii) capital surplus, plus
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(iii) retained earnings less treasury stock; provided, however,
notwithstanding the above, for purposes of calculation of Net Worth
(but without duplication) there shall be added to Net Worth an
amount equal to 50% of the aggregate liquidation amount (not to
exceed $25 per share) of the outstanding Sun Financing Preferred
Securities."
(h) The definition of "PERMITTED LIENS" set forth in SECTION 1.1 of the
Credit Agreement is hereby amended by (i) deleting "and" at the end of clause
(i) thereof, (ii) deleting "." at the end of clause (j) thereof and inserting
"; and" in lieu thereof and (iii) adding the following clause (k) thereto to
read as follows:
"(k) Liens on direct obligations of, or guaranteed by, the
United States of America or any agency thereof and maturing in one
year or less of the date of purchase in an aggregate amount not in
excess of $5,000,000 to secure obligations of the Borrower and its
Subsidiaries in respect of private placements of capital stock of
the Borrower and its Subsidiaries."
(i) The definition of "PERMITTED RESTRICTED PAYMENTS" set forth in
SECTION 1.1 of the Credit Agreement is hereby amended to read as follows:
"PERMITTED RESTRICTED PAYMENTS" means (a) the declaration and
payment of Dividends to the Borrower or any of its Restricted
Subsidiaries (other than Non-Guaranteeing Restricted Subsidiaries),
(b) the declaration and payment of Dividends by Non-Guaranteeing
Restricted Subsidiaries other than Sun Financing, (c) payments made
after the Agreement Date to the Bondholders in connection with a
tender of the Bonds, not to exceed $8,000,000 in aggregate amount,
(d) the repurchase of shares by the Borrower of its shares held by
▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ pursuant to the terms of that certain Registration Rights
Agreement with the Borrower, dated as of June 29, 1993, as amended
by that certain First Amendment to Registration Rights Agreement,
dated as of May 26, 1994, (e) payments made after the Agreement Date
to the Convertible Bondholders in connection with the redemption or
conversion of any of the Convertible Bonds pursuant to the terms of
the Convertible Indenture, not to exceed $22,500,000 in aggregate
amount, (f) payments made in respect of the Regency Tender for the
Regency Subordinated Notes, (g) payments of regularly scheduled
interest on Subordinated Debt, and (h) Dividends declared and paid
in respect of the Sun Financing Preferred Securities."
(j) The definition of "RESTRICTED PAYMENTS" set forth in SECTION 1.1 of
the Credit Agreement is hereby amended to read as follows:
"RESTRICTED PAYMENTS" means, collectively, (a) Dividends, (b)
Treasury Stock Purchases, and (c) any payment or prepayment of
principal, premium, penalty or interest on any Subordinated Debt or
any defeasance, redemption, repurchase or other acquisition or
retirement for value, in whole or in part, of any Subordinated Debt
(including, without limitation, the setting aside of assets or the
deposit of funds therefor)."
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(k) The definition of "SENIOR DEBT TO EBITDAR RATIO" set forth in
SECTION 1.1 of the Credit Agreement is hereby amended to read as follows:
"SENIOR DEBT TO EBITDAR RATIO" means, for any date of
calculation, calculated for the Borrower and its Subsidiaries on a
consolidated basis (provided that if Non-Guaranteeing Subsidiary
EBITDAR shall ever equal or exceed 15% of EBITDAR, the Senior Debt
to EBITDAR Ratio shall be calculated using Domestic EBITDAR but
adjusted to exclude EBITDAR of Non-Guaranteeing Restricted
Subsidiaries), the ratio of (i) Senior Debt as of the date of
calculation to (ii) EBITDAR for the four fiscal quarters immediately
preceding the date of calculation."
(l) The definition of "SUBORDINATED DEBT" set forth in SECTION 1.1 of
the Credit Agreement is hereby amended by adding the following sentence to
the end thereof:
"For purposes of calculation of Subordinated Debt, there shall be
included as Subordinated Debt such amount of the Borrower's
Subordinated Debentures as are included in Total Debt."
(m) The definition of "SUBSIDIARY" set forth in SECTION 1.1 of the
Credit Agreement is hereby amended to read as follows:
"SUBSIDIARY" of any Person means any corporation, partnership,
joint venture, trust or other Person of which (or in which) more
than 50% of:
(i) the outstanding capital stock having voting power to elect a
majority of the board of directors of such corporation
(irrespective of whether at the time capital stock of any other
class or classes shall or might have voting power upon the
occurrence of any contingency);
(ii) the ownership interests having voting power to elect persons
performing functions similar to board of directors;
(iii) the interest in the capital or profits of such partnership
or joint venture;
(iv) the beneficial interest of such trust, or
(v) the equity interest of such other Person,
is at the time directly or indirectly owned by such Person, by such Person
and one or more of its Subsidiaries or by one of more of such Person's
Subsidiaries."
(n) The definition of "TOTAL DEBT" set forth in SECTION 1.1 of the
Credit Agreement is hereby amended to read as follows:
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"TOTAL DEBT" means, as of any date of determination, determined
for the Borrower and its Subsidiaries on a consolidated basis
(provided that if Non-Guaranteeing Subsidiary EBITDAR shall ever
equal or exceed 15% of EBITDAR, Total Debt shall be calculated for
the Borrower and its Restricted Subsidiaries which are not
Non-Guaranteeing Restricted Subsidiaries on a consolidated basis) in
accordance with GAAP, the sum (without duplication) of (a) all
principal outstanding under the Loan Documents, plus (b) all
obligations evidenced by a promissory note or otherwise representing
borrowed money, plus (c) all reimbursement obligations for letters
of credit (excluding reimbursement obligations in respect of letters
of credit to support indebtedness and other obligations otherwise
included in the calculation of Total Debt), plus (d) all Capitalized
Lease Obligations, plus (e) lease expense pursuant to Operating
Leases other than Synthetic Leases (such lease expense to be in an
amount equal to the product of rental expense for the four fiscal
quarters immediately preceding the date of calculation multiplied by
eight and shall be net of any income being received pursuant to
subleases during such period, provided that no such sublessee is in
default under its sublease), plus (f) the principal portion of all
obligations in respect of Synthetic Leases, less (g) an amount equal
to any write-up, to market value, of the Bonds and the Convertible
Bonds as required by GAAP. For the purpose of the calculation of
lease expense pursuant to Operating Leases for Subsidiaries not
owned at all times during the four fiscal quarters immediately
preceding the date of determination, such lease expense shall be
adjusted, on a pro-forma basis, to (i) include the lease expense
pursuant to Operating Leases attributable to an Acquisition which
occurred during any such fiscal quarter for the four fiscal quarters
of the Subsidiary acquired immediately preceding the date of
determination (such lease expense to be multiplied by eight),
provided the Acquisition Consideration for such Acquisition is in
excess of $5,000,000 and (ii) exclude any such lease expense of any
asset or group of related assets disposed of in one transaction or a
series of related transactions during any such fiscal quarter for
the four fiscal quarters immediately preceding the date of
determination, provided the consideration received from the
disposition of such asset or group of related assets is in excess of
$5,000,000. In addition, notwithstanding anything above to the
contrary, there shall be added to Total Debt, but without
duplication, an amount equal to (a) 50% of the aggregate outstanding
principal amount of the Borrower Subordinated Debentures during such
time as Sun Financing holds the Borrower Subordinated Debentures and
(b) 100% of the aggregate outstanding principal amount of the
Borrower Subordinated Debentures during such time as Persons other
than Sun Financing hold the Borrower Subordinated Debentures."
(o) The definition of "TOTAL DEBT TO CAPITALIZATION RATIO" set forth in
SECTION 1.1 of the Credit Agreement is hereby amended to read as follows:
"TOTAL DEBT TO CAPITALIZATION RATIO" means, for any date of
calculation, calculated for the Borrower and its Subsidiaries on a
consolidated basis (provided that if Non-Guaranteeing Subsidiary
EBITDAR shall ever equal or exceed 15% of EBITDAR, the Total Debt to
Capitalization Ratio shall be calculated for the Borrower and its
Restricted Subsidiaries which are not Non-Guaranteeing Restricted
Subsidiaries on a consolidated
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basis) in accordance with GAAP, the ratio of (a) Total Debt to (b)
an amount equal to the sum of (i) Total Debt plus (ii) Net Worth as
of the date of calculation."
(p) SECTION 1.1 of the Credit Agreement is hereby amended by adding the
following defined terms thereto in proper alphabetical order to read as
follows:
"BORROWER SUBORDINATED DEBENTURES" means the Convertible Junior
Subordinated Debentures not to exceed $345,000,000 in aggregate
principal amount issued under the Indenture of Trust to be dated
approximately April 1998 between the Borrower and the trustee
thereunder which are subordinate in right of payment to senior debt
of the Borrower and issued initially to Sun Financing for the
proceeds of the sale of the Sun Financing Preferred Securities,
issued pursuant to terms and documentation approved in writing by
the Determining Lenders."
"NON-GUARANTEEING RESTRICTED SUBSIDIARY" means any Restricted
Subsidiary which does not execute a Subsidiary Guaranty and whose
capital stock or equity interest is not pledged pursuant to a Pledge
Agreement."
"NON-GUARANTEEING SUBSIDIARIES" means, collectively, each
Non-Guaranteeing Restricted Subsidiary and each Foreign Subsidiary;
PROVIDED, HOWEVER, the Borrower covenants and agrees that no
Non-Guaranteeing Subsidiary shall execute a Guaranty, or otherwise
be obligated in respect of a Guaranty, of any Indebtedness of the
Borrower or any of its Subsidiaries."
"SUN FINANCING" means Sun Financing I, a statutory business
trust formed under the laws of the State of Delaware, all of the
issued and outstanding common stock of which is owned by the
Borrower."
"SUN FINANCING PREFERRED SECURITIES" means not more than
$345,000,000 of Convertible Trust Issued Preferred Securities of Sun
Financing, which may be convertible into common stock of the
Borrower, issued pursuant to terms and documentation approved in
writing by the Determining Lenders."
"SUN FINANCING PREFERRED SECURITIES GUARANTEE" means the
agreement from the Borrower for the benefit of the holders of the
Sun Financing Preferred Securities guaranteeing on a subordinated
basis as more fully set forth therein, certain payments to be made
with respect to the Sun Financing Preferred Securities."
(q) SECTION 5.12 of the Credit Agreement is hereby amended to read as
follows:
"Section 5.12 RESTRICTED SUBSIDIARIES. Within 15 days following the
Acquisition or formation of any Restricted Subsidiary (other than Inactive
Subsidiaries and Non-Guaranteeing Restricted Subsidiaries), the Borrower
shall cause (a) the capital stock of, or other equity interest in, such
Restricted Subsidiary to be pledged to the Administrative
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Agent pursuant to a Pledge Agreement and take such other steps as
may be necessary or reasonably requested by Administrative Agent in
order to cause Administrative Agent to have a perfected, first
priority security interest in such capital stock or equity interest
and (b) such Restricted Subsidiary to become party to a Subsidiary
Guaranty and deliver such evidence of corporate authority as may be
reasonably requested by Administrative Agent in connection
therewith."
(r) SECTION 7.1 of the Credit Agreement is hereby amended by (i)
deleting "and" at the end of clause (j) thereof, (ii) re-lettering existing
clause "(k)" thereto as clause "(l)" and (iii) adding a new clause (k)
thereto to read as follows:
"(k) Indebtedness in respect of the Sun Financing Preferred
Securities, the Borrower Subordinated Debentures and the Sun
Financing Preferred Securities Guarantee; and"
(s) SECTION 7.3(g) of the Credit Agreement is hereby amended to read as
follows:
"(g) Investments by Borrower in one or more Restricted
Subsidiaries (other than Inactive Subsidiaries and Non-Guaranteeing
Restricted Subsidiaries); PROVIDED THAT, (i) any such Restricted
Subsidiary is subject to the provisions hereof, (ii) any such
Restricted Subsidiary is or immediately becomes party to a
Subsidiary Guaranty and the Intercompany Line of Credit, (iii) all
of the capital stock of, or other equity interest in, such
Restricted Subsidiary (other than CareerStaff Subsidiaries unless
otherwise required by SECTION 5.11) is pledged pursuant to a Pledge
Agreement, as applicable, and (iv) to the extent such Investment is
in the form of a loan or advance, the obligation to repay such loan
or advance is recorded on the books and records of such Restricted
Subsidiary in form and with detail satisfactory to the Lenders;"
(t) SECTION 7.3(j) of the Credit Agreement is hereby amended to read as
follows:
"(j) other Investments primarily related to the business of
providing healthcare services, including nursing care,
rehabilitation therapy and other specialized healthcare services (i)
in Domestic Entities (including Non-Guaranteeing Restricted
Subsidiaries) (A) prior to and including December 31, 1997, (1) as
set forth on SCHEDULE 13 hereto, and (2) such other Investments not
to exceed $5,000,000 in aggregate principal amount, and (B)
thereafter, not to exceed, together with the aggregate Acquisition
Consideration for all Non-Guaranteeing Restricted Subsidiaries
(other than Sun Financing) acquired pursuant to SECTION
7.5(a)(ii)(b) hereof, $50,000,000 in aggregate principal amount, and
(ii) in Foreign Entities (A) prior to and including December 31,
1997, (1) as set forth on SCHEDULE 11 hereto and (2) such other
Investments, together with the aggregate Acquisition Consideration
for all Foreign Subsidiaries acquired pursuant to SECTION 7.5(b)(ii)
hereof and obligations incurred in respect of Guaranties and letters
of credit pursuant to SECTION 7.1(i) hereof which are not set forth
on SCHEDULE 11 hereto, not to exceed $5,000,000 in aggregate
principal amount, and (B) for each fiscal year thereafter, such
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other Investments (calculated net of any repayment of loans and
advances by Foreign Entities) together with the Acquisition
Consideration for all Foreign Subsidiaries acquired pursuant to
SECTION 7.5(b)(ii) hereof and obligations in respect of Guaranties
and letters of credit pursuant to SECTION 7.1(i) hereof, not to
exceed in aggregate amount (1) $60,000,000 or (2) $75,000,000 if the
Leverage Ratio as of the end of any fiscal quarter during such
fiscal year is less than 5.50 to 1; PROVIDED, HOWEVER, that no
individual Investment in any Foreign Entity shall exceed $30,000,000.
(u) SECTION 7.4(a) of the Credit Agreement is hereby amended to read as
follows:
"(a) liquidate or dissolve itself (or suffer any liquidation or
dissolution) or otherwise wind up, or sell, lease, abandon, transfer
or otherwise dispose of all or any part of its assets, properties or
business, other than (i) immaterial assets sold or otherwise
disposed of in the ordinary course of business, (ii) sales by the
Borrower or any of its Restricted Subsidiaries of assets to the
Borrower or any other of its Restricted Subsidiaries (other than
Non-Guaranteeing Restricted Subsidiaries), (iii) liquidations or
dissolutions of Foreign Subsidiaries, Inactive Subsidiaries or
Non-Guaranteeing Restricted Subsidiaries, (iv) sales of assets
occurring when the Leverage Ratio set forth in the Compliance
Certificate received by the Lenders immediately preceding such sale
is less than 5.50 to 1 and in which the Net Cash Proceeds thereof
are used within 180 days of such sale to purchase assets to be used
in the business of the Borrower and its Restricted Subsidiaries
described in SECTION 4.1(d) hereof, (v) sales of the facilities set
forth on SCHEDULES 8 and 9 hereto, (vi) sales of assets permitted by
SECTION 7.16 hereof, (vii) voluntary dissolutions or liquidations of
CareerStaff Subsidiaries, or (viii) other sales, leases, transfers
or other dispositions of assets for full and fair consideration
pursuant to arm's-length transactions, except that to the extent
that the aggregate book value of assets sold during any fiscal year
exceeds $1,000,000, the Net Cash Proceeds of such excess sales are
applied as required pursuant to SECTION 2.5(c) hereof;"
(v) SECTION 7.4(b) of the Credit Agreement is hereby amended to read as
follows:
"(b) enter into any merger or consolidation except that (i) any
of the Borrower's Restricted Subsidiaries may merge with the
Borrower (provided that the Borrower shall be the continuing or
surviving corporation), (ii) any of the Borrower's Restricted
Subsidiaries may merge with one or more of the Borrower's other
Restricted Subsidiaries (other than Non-Guaranteeing Restricted
Subsidiaries), (iii) any of the Borrower's Restricted Subsidiaries
may merge or consolidate with any other corporation, provided that,
immediately after giving effect to such merger or consolidation (A)
the continuing or surviving corporation shall constitute a
Restricted Subsidiary that is not a Non-Guaranteeing Restricted
Subsidiary and (B) no Default or Event of Default shall exist
hereunder, and (iv) the Borrower may merge or consolidate with any
other corporation, provided that immediately after giving effect to
such merger or consolidation (A) the Borrower shall be the
continuing or surviving corporation and (B) no Default or Event of
Default shall exist hereunder; or"
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(w) SECTION 7.5 of the Credit Agreement is hereby amended to read as
follows:
"Section 7.5 ACQUISITIONS. The Borrower shall not, and shall
not permit any of its Restricted Subsidiaries to, make, in one or
more transactions, any (a) Acquisition (i) during the fiscal year
ending on December 31, 1997 (excluding the Regency Tender and the
Regency Merger), unless (A) the Acquisition is of a Restricted
Subsidiary or of the assets of a Domestic Entity, (B) the
Acquisition (1) is set forth on SCHEDULE 14 hereto or (2) the
aggregate Acquisition Consideration for all Acquisitions not set
forth on SCHEDULE 14 hereto does not exceed $5,000,000 in principal
amount, and (C) each of such Restricted Subsidiary and its
Restricted Subsidiaries, if any, becomes a party to a Subsidiary
Guaranty and the Intercompany Line of Credit and all the capital
stock of, or other equity interest in, such Restricted Subsidiary
(other than CareerStaff Subsidiaries unless otherwise required by
SECTION 5.11) and its Restricted Subsidiaries, if any, (other than
CareerStaff Subsidiaries unless otherwise required by SECTION 5.11)
shall be pledged pursuant to a Pledge Agreement, or (ii) during any
fiscal year thereafter, unless (A) the Acquisition is set forth on
SCHEDULE 14 hereto or (B)(1) the Acquisition is of a Restricted
Subsidiary or of the assets of a Domestic Entity, (2) the
Acquisition Consideration therefor is less than (y) $75,000,000 or
(z) $100,000,000 if the Leverage Ratio as of the end of any fiscal
quarter during such fiscal year is less than 5.50 to 1, (3) the sum
of the Acquisition Consideration therefor, together with the
Acquisition Consideration given for all other such Acquisitions
during such fiscal year, is less than (y) $125,000,000 or (z)
$200,000,000 if the Leverage Ratio as of the end of any fiscal
quarter during such fiscal year is less than 5.50 to 1, (4) each of
such Restricted Subsidiary and its Restricted Subsidiaries (in each
case other than a Non-Guaranteeing Restricted Subsidiary), if any,
becomes a party to a Subsidiary Guaranty and the Intercompany Line
of Credit and all the capital stock of, or equity interest in, such
Restricted Subsidiary (other than CareerStaff Subsidiaries unless
otherwise required by SECTION 5.11) and its Restricted Subsidiaries,
if any (other than CareerStaff Subsidiaries unless otherwise
required by SECTION 5.11) shall be pledged pursuant to a Pledge
Agreement, and (5) notwithstanding clauses (2) and (3) immediately
above, if the Acquisition is of a Restricted Subsidiary which is a
Non-Guaranteeing Restricted Subsidiary, the aggregate Acquisition
Consideration for all Non-Guaranteeing Restricted Subsidiaries
(other than Sun Financing), together with the aggregate Investments
made pursuant to SECTION 7.3(j)(i)(b) hereof, is less than or equal
to $50,000,000 in aggregate amount at all times; or (b) Acquisition
of a Foreign Subsidiary, during (i) the fiscal year ending December
31, 1997, unless (A) the Acquisition is set forth on SCHEDULE 11
hereto or (B) if the Acquisition Consideration for all Acquisitions
not set forth on SCHEDULE 11 hereto, together with the aggregate
amount of obligations incurred in respect of Guaranties and letters
of credit pursuant to SECTION 7.1(i) hereof and Investments made
pursuant to SECTION 7.3(j) which are in Foreign Entities, does not
exceed $5,000,000, and (C) to the extent such Foreign Subsidiary is
not an Inactive Subsidiary or a
-10-
Subsidiary of a Foreign Subsidiary, an amount of the capital stock
of such Foreign Subsidiary necessary to cause the Administrative
Agent to have a security interest in, and pledge of, all of the
capital stock of, or other equity interest in, such Foreign
Subsidiary owned by the pledgor or such lesser amount such that in
any case not more than 66% of all of the capital stock of, or other
equity interest in, such Foreign Subsidiary, shall be pledged
pursuant to a Foreign Subsidiary Pledge Agreement, or (ii) any
fiscal year thereafter, unless (A) the Acquisition Consideration for
all such Acquisitions, together with the aggregate amount of
obligations incurred in respect of Guaranties and letters of credit
pursuant to SECTION 7.1(i) and Investments made pursuant to SECTION
7.3(j) which are in Foreign Entities, does not exceed (1)
$60,000,000 or (2) $75,000,000 if the Leverage Ratio as of the end
of any fiscal quarter during such fiscal year is less than 5.50 to
1, (B) the Acquisition Consideration for any single Acquisition or
series of related Acquisitions does not exceed $30,000,000 and (C)
to the extent such Foreign Subsidiary is not an Inactive Subsidiary
or a Subsidiary of a Foreign Subsidiary, an amount of the capital
stock of such Foreign Subsidiary necessary to cause the
Administrative Agent to have a security interest in, and pledge of,
all of the capital stock of, or other equity interest in, such
Foreign Subsidiary owned by the pledgor or such lesser amount such
that in any case not more than 66% of all of the capital stock of,
or other equity interest in, such Foreign Subsidiary, shall be
pledged pursuant to a Foreign Subsidiary Pledge Agreement."
(x) SECTION 7.6 of the Credit Agreement is hereby amended to read as
follows:
"Section 7.6 RESTRICTED PAYMENTS. The Borrower shall not,
and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, make any Restricted Payment other than Permitted
Restricted Payments; provided, however, that no Permitted Restricted
Payments set forth in clauses (e), (g) and (h) of the definition
thereof shall be made if, immediately after giving effect to any
such payments, a Default or Event of Default would exist hereunder."
(y) ARTICLE 7 of the Credit Agreement is hereby amended by adding the
following SECTION 7.19 thereto to read as follows:
"Section 7.19 SUN FINANCING. Sun Financing shall not, and the
Borrower shall not permit Sun Financing to, transact any business
other than (a) issuing the Sun Financing Preferred Securities, (b)
investing the gross proceeds of the Sun Financing Preferred
Securities in the Borrower's Subordinated Debentures and (c)
engaging in other activities necessary or incidental to those set
items set forth in (a) and (b) immediately preceding.
Notwithstanding anything herein to the contrary, the Borrower shall
not, and shall not permit any Restricted Subsidiary to, make any
Investments in Sun Financing other than the initial capitalization
of Sun Financing through the issuance of the Sun Financing Preferred
Securities and the Borrower's Subordinated Debentures."
-11-
(z) SECTION 11.1(a)(ii) of the Credit Agreement is hereby amended to
read as follows:
"(ii) If to the Administrative Agent, at:
NationsBank of Texas, N.A.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: F. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Senior Vice President"
(aa) The Compliance Certificate is hereby amended to be in the form of
EXHIBIT G hereto.
2. AGREEMENT REGARDING SUN FINANCING PREFERRED SECURITIES AND BORROWER
SUBORDINATED DEBENTURES. The Borrower and the Lenders hereby agree that the
simultaneous issuance of the Sun Financing Preferred Securities and the
Borrower Subordinated Debentures is an issuance of Indebtedness convertible
into Equity of the Borrower and that the application of the Net Cash Proceeds
received by the Borrower as a result thereof is governed by SECTION 2.5(d) of
the Credit Agreement. The Borrower and the Lenders hereby further agree that
for purposes of the PROVISO set forth in SECTION 7.10 of the Credit
Agreement, 50% of the Net Cash Proceeds received from the issuance of the Sun
Financing Preferred Securities and the Borrower Subordinated Debentures shall
be deemed to be Net Cash Proceeds received from the issuance of Equity. The
Lenders hereby approve the terms of the Borrower Subordinated Debentures and
the Sun Financing Preferred Securities.
3. AGREEMENT REGARDING 2008 SENIOR SUBORDINATED NOTES. The Lenders
hereby approve the terms of the Borrower's approximately $100,000,000 Senior
Subordinated Notes due 2008 (the "2008 Senior Subordinated Notes").
Furthermore, provided that the Net Cash Proceeds of the simultaneous issuance
of the Sun Financing Preferred Securities and the Borrower Subordinated
Debentures exceed $300,000,000 and are applied as required pursuant to
SECTION 2.5(d) of the Credit Agreement, the Lenders hereby agree that,
notwithstanding SECTION 2.5(e) of the Credit Agreement, (a) the Net Cash
Proceeds of the 2008 Senior Subordinated Notes (which may be in excess of
$100,000,000 as a result of over-subscription) may be used by the Borrower to
repay Revolving Credit Advances rather than Term Loan Advances and (b) such
repayment of Revolving Credit Advances shall not reduce the Revolving Credit
Commitment.
4. WAIVER. The Lenders hereby waive any restrictions set forth in the
Credit Agreement on the ability of Sunscript L.L.C. to create, assume, incur,
permit or suffer to exist any Lien on any of its assets.
5. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its
execution and delivery hereof, the Borrower represents and warrants that, as
of the date hereof and after giving effect to the amendments contemplated by
the foregoing Section 1 and the agreements set forth in the foregoing
Sections 2 and 3:
-12-
(a) the representations and warranties contained in the Credit
Agreement and the other Loan Documents are true and correct on and as of the
date hereof as if made on and as of such date;
(b) no event has occurred and is continuing which constitutes a Default
or an Event of Default;
(c) the Borrower has full power and authority to execute and deliver
this Second Amendment, and the Credit Agreement, as amended hereby, the
execution, delivery and performance of this Second Amendment and the Credit
Agreement, as amended hereby, has been duly authorized by all corporate
action of the Borrower, and this Second Amendment and the Credit Agreement,
as amended hereby, constitute the legal, valid and binding obligations of the
Borrower, enforceable in accordance with their respective terms, except as
enforceability may be limited by applicable Debtor Relief Laws and by general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law) and except as rights to indemnity may be
limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Second
Amendment or the Credit Agreement, as amended hereby, nor the consummation of
any transactions contemplated herein or therein, will contravene or conflict
with any law, rule or regulation to which the Borrower or any of its
Subsidiaries is subject, or any indenture, agreement or other instrument to
which the Borrower or any of its Subsidiaries or any of their respective
property is subject; and
(e) no authorization, approval, consent, or other action by, notice to,
or filing with, any governmental authority or other Person (including the
Board of Directors of the Borrower or any Guarantor), is required for the (i)
execution, delivery or performance by the Borrower of this Second Amendment
and the Credit Agreement, as amended hereby, or (ii) acknowledgement of this
Second Amendment by each Guarantor.
6. CONDITIONS OF EFFECTIVENESS. This Second Amendment shall be
effective as of March 27, 1998, subject to the following:
(a) the Administrative Agent shall have received counterparts of this
Second Amendment executed by the Determining Lenders; provided, however,
notwithstanding this Section 6, the agreement provided for in the second
sentence of Section 3 of this Second Amendment shall not be effective unless
and until Lenders whose Total Specified Percentages aggregate at least
66-2/3% shall have executed counterparts of this Second Amendment;
(b) the Administrative Agent shall have received counterparts of this
Second Amendment executed by the Borrower and acknowledged by each Guarantor;
(c) the representations and warranties set forth in Section 5 of this
Second Amendment shall be true and correct; and
-13-
(d) the Administrative Agent shall have received, in form and substance
satisfactory to the Administrative Agent and its counsel, such other
documents, certificates and instruments as Administrative Agent shall require.
7. REFERENCE TO THE CREDIT AGREEMENT.
(a) Upon the effectiveness of this Second Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", or words of like
import shall mean and be a reference to the Credit Agreement, as amended by
this Second Amendment.
(b) The Credit Agreement, as amended by this Second Amendment, and all
other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.
8. GUARANTOR'S ACKNOWLEDGEMENT. By signing below, each of the
Guarantors (a) acknowledges, consents and agrees to the execution, delivery
and performance by the Borrower of this Second Amendment, and (b)
acknowledges and agrees that its obligations in respect of its Subsidiary
Guaranty or any other Loan Documents executed by it are (i) not released,
diminished, waived, modified, impaired or affected in any manner by this
Second Amendment, (ii) hereby ratified and confirmed and (iii) not subject to
any claims, offsets, defenses or counterclaims.
9. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand
all costs and expenses of the Administrative Agent in connection with the
preparation, reproduction, execution and delivery of this Second Amendment
and the other instruments and documents to be delivered hereunder (including
the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent with respect thereto and with respect to advising the
Administrative Agent as to its rights and responsibilities under the Credit
Agreement, as amended by this Second Amendment).
10. EXECUTION IN COUNTERPARTS. This Second Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and
the same instrument.
11. GOVERNING LAW; BINDING EFFECT. This Second Amendment shall be
governed by and construed in accordance with the laws of the State of Texas
and shall be binding upon the Borrower, the Co-Agents, the Administrative
Agent and each Lender and their respective successors and assigns.
12. HEADINGS. Section headings in this Second Amendment are included
herein for convenience of reference only and shall not constitute a part of
this Second Amendment for any other purpose.
-14-
13. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS SECOND
AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
-15-
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as the date first above written.
SUN HEALTHCARE GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Financial Officer
NATIONSBANK OF TEXAS, N.A., as Administrative
Agent and as a Lender
By: /s/ F. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------
F. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Senior Vice President
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: F. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Senior Vice President
BANK OF AMERICA NATIONAL TRUST & SAVINGS
ASSOCIATION, as a Co-Agent and as a Lender
By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------
Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇
-16-
SCOTIABANC INC., as a Co-Agent and as a Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Relationship Manager
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as a
Co-Agent and as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
US Corporate Banking Division
1251 Avenue of the Americas, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇
CREDIT LYONNAIS NEW YORK BRANCH, as a Co-Agent
and as a Lender
By: /s/ Farboud Tavangar
--------------------------------------------
Farboud Tavangar
First Vice President
1301 Avenue of the Americas, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
-17-
CREDIT SUISSE FIRST BOSTON, as a Co-Agent and as
a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
THE LONG-TERM CREDIT BANK OF JAPAN, LTD., LOS
ANGELES AGENCY, as a Co-Agent and as a Lender
By: /s/ T. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
--------------------------------------------
Name: T. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
Title: Deputy General Manager
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
-18-
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK, as a
Co-Agent and as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
PNC BANK, NATIONAL ASSOCIATION, as a Co-Agent and
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. Field
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. Field
Title: Assistant Vice President
▇ ▇▇▇ ▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as a
Co-Agent and as a Lender
By: /s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Name: J. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
-19-
By: /s/ W. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
Name: W. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Corporate Services Department
with a copy to:
13355 ▇▇▇▇ Road
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇
THE SUMITOMO BANK, LIMITED, as a Co-Agent and as
a Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Joint General Manager
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
-▇▇-
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
Director
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
Director
BHF-BANK AKTIENGESELLSCHAFT
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Treasurer
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: L. ▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
-21-
with a copy to:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Assistant Vice President
DRESDNER BANK AG, NEW YORK BRANCH AND GRAND
CAYMAN BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Treasurer
▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn:
--------------------------------------------
FINOVA
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-22-
THE FUJI BANK LIMITED, LOS ANGELES AGENCY
By:
--------------------------------------------
Name:
--------------------------------------------
Title:
--------------------------------------------
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/ Takuya Honjo
--------------------------------------------
Name: Takuya Honjo
Title: Senior Vice President
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
THE MITSUBISHI TRUST AND BANKING CORPORATION, LOS
ANGELES AGENCY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Deputy General Manager
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇
Vice President
-23-
▇▇▇▇▇ FARGO BANK (TEXAS), NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Vice President
AMSOUTH BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
GENERAL ELECTRIC CAPITAL CORPORATION
By:
--------------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇.▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
--------------------------------------------
-24-
NATEXIS BANQUE BFCE
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President and Regional Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Treasurer
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn:
--------------------------------------------
with a copy to:
Natexis Banque BFCE, New York Branch
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
THE ROYAL BANK OF SCOTLAND, plc
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
Vice President
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
-25-
THE SANWA BANK, LIMITED, DALLAS AGENCY
By:
--------------------------------------------
Name:
--------------------------------------
Title:
--------------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
SUMMIT BANK
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Healthcare Financial Services
TORONTO DOMINION (TEXAS), INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Manager, Credit Administration
-26-
with a copy to:
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Senior Associate
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
Director
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
with a copy to:
Metropolitan Life Insurance Company
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇, Esq.
-27-
OCTAGON LOAN TRUST
By: Octagon Credit Investors (a unit of The
Chase Manhattan Bank), acting solely as
manager and not in its individual capacity
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
KZH HOLDING CORPORATION III
By:
--------------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
▇/▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
PARIBAS CAPITAL FUNDING LLC
By:
--------------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-28-
with a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
State Street Bank & Trust Co.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇/67/68
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PRIME RATE INCOME
TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President and Director
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-29-
PFL LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President and Assistant
Secretary
c/o AEGON USA Investment Management, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇
PEOPLES SECURITY LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director - Private Placements
Peoples Security Life Insurance Company
c/o AEGON USA Investment Management, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Securities Department - 10th Floor
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
By: /s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
--------------------------------------------
Name: J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Title: Its Authorized Representative
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▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Securities Department
-30-
ROYALTON COMPANY
By: Pacific Investment Management Company, as
its Investment Advisor
By: PIMCO Management, Inc., a General
Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------
Title: Senior Vice President
-------------------------------------
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING RATE FUND, INC.
By:
-------------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
c/o Merrill ▇▇▇▇▇ Asset Management
800 Scudders Mill Road - Area 1B
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
SENIOR HIGH INCOME PORTFOLIO, INC.
By:
--------------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
-31-
c/o Merrill ▇▇▇▇▇ Asset Management
800 Scudders Mill Road - Area 1B
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
DEBT STRATEGIES FUND, INC.
By:
--------------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
c/o Merrill ▇▇▇▇▇ Asset Management
800 Scudders Mill Road - Area 1B
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Title: Authorized Signatory
-------------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn:
--------------------------------------------
BANKBOSTON, N.A.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
Title: Director
-------------------------------------
-32-
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Mail Stop: 01-08-05
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
--------------------------------------------
CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC.,
as Attorney-In-Fact and on behalf of FAFLIC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Title: Vice President
-------------------------------------
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
with a copy to:
State Street Bank & Trust
Corporate Trust Department
Two International Place
Boston, Massachusetts 02110
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇, for the account of FAFLIC
DEEPROCK & CO.
By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. Page
--------------------------------------------
Name: ▇▇▇▇▇ ▇. Page
--------------------------------------
Title: Vice President
-------------------------------------
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
--------------------------------------------
-33-
FRANKLIN FLOATING RATE TRUST
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
Title: Vice President
-------------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
--------------------------------------------
ORIX USA CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------
Title: Executive Vice President
-------------------------------------
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Vice President
PILGRIM AMERICA PRIME RATE TRUST
By: PILGRIM AMERICA INVESTMENTS, INC.,
as its Investment Manager
By: /s/ ▇▇▇▇▇▇ Tiffen
--------------------------------------------
Name: ▇▇▇▇▇▇ Tiffen
Title: Senior Vice President
c/o Pilgrim America Investments, Inc.
Two Renaissance Square
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn:
--------------------------------------------
-34-
NORTHERN LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Title: Assistant Treasurer
-------------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇▇
ING HIGH INCOME PRINCIPAL PRESERVATION OFFERING,
L.P.
By: ING Capital Advisors, Inc., as Investment
Advisor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------
Title: AVP & Portfolio Manager
-------------------------------------
c/o ING Capital Advisors, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
--------------------------------------------
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
By: Pilgrim America Investments, Inc., as its
Investment Manager
By: /s/ ▇▇▇▇▇▇ Tiffen
--------------------------------------------
Name: ▇▇▇▇▇▇ Tiffen
--------------------------------------
Title: Senior Vice President
-------------------------------------
-35-
c/o Pilgrim America Investments, Inc.
Two Renaissance Square
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
Phoenix, Arizona 85004-3444
with a faxed copy to:
State Street Bank and Trust Company
Corporate Trust Department
Attn: ▇▇▇ ▇▇▇▇▇▇▇▇
Ref: Paramount Company
Fax: (▇▇▇) ▇▇▇-▇▇▇▇/5367/5368
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor
By: /s/ ▇▇▇▇▇ ▇. Page
--------------------------------------------
Name: ▇▇▇▇▇ ▇. Page
--------------------------------------
Title: Vice President
-------------------------------------
c/o Boston Management and Research, as Investment
Advisor
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
CYPRESSTREE INVESTMENT PARTNERS I, LTD.
By: CypressTree Investment Management Company,
Inc., as Portfolio Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Title: Vice President
-------------------------------------
-▇▇-
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Management Company, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ML CBO IV (CAYMAN) LTD.
By: Protective Asset Management Company, as
Collateral Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇, CFA, CPA
---------------------------------
Title: President
--------------------------------
Protective Asset Management, L.L.C.
1150 Two Galleria Tower
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ #▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇
PAMCO CAYMAN LTD.
By: Protective Asset Management Company, as
Collateral Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇, CFA, CPA
---------------------------------
Title: President
--------------------------------
Protective Asset Management, L.L.C.
1150 Two Galleria Tower
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ #▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇
-37-
▇▇▇▇▇▇▇ ▇▇▇▇▇ PRIME RATE PORTFOLIO
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management, L.P., as
Investment Advisor
By:
----------------------------------------
Name:
---------------------------------
Title:
--------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ Prime Rate Portfolio
800 Scudders Mill Road - Area 1B
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Title: Director
-------------------------------------
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
World Financial ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
-38-
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital Luxembourg, as Collateral
Manager
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------
Title: Authorized Signatory
-------------------------------------
c/o Queensgate Bank & Trust Company Limited
▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇/▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ House, 5th Floor
▇▇▇▇▇▇ Town
Grand Cayman, Cayman Islands
British West Indies
with copies to:
Indosuez Capital Funding IIi, Limited
c/o Texas Commerce Bank N.A.
Attn: ▇▇▇ ▇▇▇▇▇▇, Asset Backed Group
A/C 17499
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
and
Indosuez Capital
1211 Avenue of the Americas, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-39-
ARES LEVERAGED INVESTMENT FUND, L.P.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Title: Principal
-------------------------------------
1999 Avenue of the Stars, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇
Principal
ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors, Inc., as Collateral
Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------
Title: AVP & Portfolio Manager
-------------------------------------
c/o ING Capital Advisors, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
--------------------------------------------
BANKERS TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
Title: Vice President
-------------------------------------
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
-40-
with a copy to:
Bankers Trust Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇
BANK POLSKA KASA OPIEKI, S.A.
PEKAO S.A. GROUP, NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President, Senior Lending
Officer
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG -
NEW YORK
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: First Vice President
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
-▇▇-
▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Senior Manager
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ CLO I, LIMITED
By: ▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL MANAGEMENT,
INC.,
as Collateral Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President & Director
c/o ▇▇▇ ▇▇▇▇▇▇ American Capital
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
with a copy to:
Texas Commerce Bank N.A.
Trust Clearing Account
▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
-42-
BALANCED HIGH-YIELD FUND I LTD.
By: BHF-BANK AKTIENGESELLSCHAFT, acting through
its New York Branch, as attorney-in-fact
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Treasurer
c/o State Street Bank & Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇'▇▇▇▇▇
with a copy to:
Balanced High-Yield Fund I Ltd.
c/o BHF-Bank Aktiengesellschaft
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
-43-
DELANO COMPANY
By: Pacific Investment Management Company, as
its Investment Advisor
By: PIMCO Management Inc., a general
partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
c/o Pacific Investment Management Co.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
with a copy to:
Chase Bank of Texas National Association
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Delano Company
▇▇▇▇▇▇▇ ▇▇▇▇▇ GLOBAL INVESTMENT SERIES: INCOME
STRATEGIES PORTFOLIO
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management, L.P., as
Investment Advisor
By:
--------------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
c/o Merrill ▇▇▇▇▇ Asset Management
800 Scudders Mill Road - Area 1B
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ - Trade Closing
▇▇▇▇▇▇▇ ▇▇▇▇ - Daily Loan Activity
-44-
with a copy to:
▇▇▇▇▇ ▇▇▇▇▇
MLAS Accounting
▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Authorized Signatory
c/o Goldman Sachs & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
-45-
ACKNOWLEDGED AND AGREED:
Sundance Rehabilitation Corporation, a Connecticut corporation
SunQuest Consulting, Inc., a New Mexico corporation
Sunrise Healthcare Corporation, a New Mexico corporation
SunScript Pharmacy Corporation, a New Mexico corporation
Sunrise Rehab of Colorado, Inc., a Colorado corporation
Sunrise Healthcare of Colorado, Inc., a Colorado corporation
Sunrise Healthcare of Florida, Inc., a Florida corporation
LTC Staffinders, Inc., a Connecticut corporation
SunSpectrum Outpatient Rehabilitation-Concord, Inc., a Massachusetts
corporation
Nursing Home Inc., a Washington corporation
Living Services, Inc., a Washington corporation
Bay Colony Health Service, Inc., a Massachusetts corporation
Bergen Eldercare, Inc., a New Jersey corporation
Community Re-Entry Services of Cortland, Inc., a Delaware corporation
G-WZ of Stamford, Inc., a Connecticut corporation
Manatee Springs Nursing Center, Inc., a Florida corporation
Mediplex Management, Inc., a Massachusetts corporation
Mediplex Management of Palm Beach County, Inc., a Florida corporation
Mediplex Management of Texas, Inc., a Texas corporation
Sun Healthcare Inc., a Colorado corporation
Mediplex of Concord, Inc., a Massachusetts corporation
Mediplex of Connecticut, Inc., a Connecticut corporation
Mediplex of Kentucky, Inc., a Kentucky corporation
Mediplex of Maryland, Inc., a Maryland corporation
Mediplex of Massachusetts, Inc., a Massachusetts corporation
Mediplex of New Hampshire, Inc., a New Hampshire corporation
Mediplex of New Jersey, Inc., a New Jersey corporation
Mediplex of New York, Inc., a New York corporation
Mediplex of Ohio, Inc., an Ohio corporation
Mediplex of Tennessee, Inc., a Tennessee corporation
Mediplex Atlanta Rehabilitation Institute, Inc., a Georgia corporation
Mediplex Rehabilitation of Massachusetts, Inc., a Massachusetts corporation
P.M.N.F. Management, Inc., a New Jersey corporation
Quality Care Holding Corp., a Massachusetts corporation
Quality Nursing Care of Massachusetts, Inc., a Massachusetts corporation
▇▇▇▇▇▇▇▇ Land, Inc., a New Hampshire corporation
Sun Care Corp., a Delaware corporation
HSR Management, Inc., a Delaware corporation
CareerStaff Management, Inc., a Delaware corporation
PRI, Inc., a Texas corporation
CareerStaff Unlimited, Inc., a Delaware corporation
-46-
CareerStaff HSR, Inc., a Delaware corporation
Healthcare Staff Resources, Inc., a Texas corporation
SunBridge, Inc., a New Mexico corporation
SunMark of New Mexico, a New Mexico corporation
SunChoice Medical Supply, Inc., a New Mexico corporation
HTA of New Jersey, Inc., a New Jersey corporation
New Bedford Acquisition Corp., a Massachusetts corporation
New Bedford Nursing Center, Inc., a Massachusetts corporation
Worcester Nursing Center, Inc., a Massachusetts corporation.
Cal-Med, Inc., a California corporation
Clipper Home Affiliates, Inc., a New Hampshire corporation
Clipper Home of North ▇▇▇▇▇▇, Inc., a New Hampshire corporation
Clipper Home of Portsmouth, Inc., a New Hampshire corporation
Clipper Home of Rochester, Inc., a New Hampshire corporation
Clipper Home of Wolfeboro, Inc., a New Hampshire corporation
Golan Healthcare Group, Inc., a Massachusetts corporation
▇▇▇▇▇▇▇ Nursing Home, Inc., a New Hampshire corporation
HC, Inc., a Kansas corporation
▇▇▇▇▇▇▇ Place of Dover, Inc., a New Hampshire corporation
▇▇▇▇▇▇▇ Place of Exeter, Inc., a New Hampshire corporation
▇▇▇▇▇▇▇ Place of Nashua, Inc., a New Hampshire corporation
Masthead Corporation, a New Mexico corporation
Mediplex of Virginia, Inc., a Virginia corporation
Oakview Treatment Centers of Kansas, Inc., a Kansas corporation
Pharmacy Factors of California, Inc., a California corporation
Pharmacy Factors of Florida, Inc., a Florida corporation
Pharmacy Factors of Texas, Inc., a Texas corporation
PHS Continuing Education, Inc., a Texas corporation
Premier Health Staff, Inc., a Texas corporation
SHG International Holdings, Inc., a Delaware corporation
Special Medical Services, Inc., a Texas corporation
SunAlliance Health care Services, Inc., a Delaware corporation
SunCare Respiratory Services, Inc., an Indiana corporation
SunFactors, Inc., a Florida corporation
Sun Lane Purchase Corporation, a New Mexico corporation
SunSolution, Inc., a Delaware corporation
The Mediplex Group, Inc., a Massachusetts corporation
Hospital Therapy Service of Texas, Inc., a Texas corporation
Regency Health Services, Inc, a Delaware corporation
▇▇▇▇▇▇▇▇ Enterprises, Inc., a California corporation
Brittany Rehabilitation Center, Inc., a California corporation
Carmichael Rehabilitation Center, a California corporation
Coalinga Rehabilitation Center, a California corporation
-47-
Covina Rehabilitation Center, a California corporation
Evergreen Rehabilitation Center, a California corporation
Fairfield Rehabilitation Center, a California corporation
Fullerton Rehabilitation Center, a California corporation
Glendora Rehabilitation Center, a California corporation
Grand Terrace Rehabilitation, a California corporation
Hallmark Health Services, Inc., a California corporation
Harbor View Rehabilitation Center, a California corporation
Hawthorne Rehabilitation Center, a California corporation
Heritage Rehabilitation Center, a California corporation
Huntington Beach Convalescent Hospital, a California corporation
▇▇▇▇▇▇▇ Rehabilitation Center, Inc., a California corporation
▇▇▇▇▇-Mar Rehabilitation Center, a California corporation
Meadowbrook Rehabilitation Center, a California corporation
Newport Beach Rehabilitation Center, a California corporation
North State Home Health Care, Inc., a California corporation
Paradise Rehabilitation Center, Inc., a California corporation
Paso ▇▇▇▇▇▇ Rehabilitation Center, a California corporation
Regency-North Carolina, Inc., a North Carolina corporation
Regency Rehab Properties, Inc., a California corporation
Regency-Tennessee, Inc., a Tennessee corporation
RHS Management Corporation, a California corporation
Rosewood Rehabilitation Center, Inc., a California corporation
Shandin Hills Rehabilitation Center, a California corporation
Stockton Rehabilitation Center, Inc., a California corporation
Vista ▇▇▇▇▇ Rehabilitation Center, Inc., a California corporation
Willowview Rehabilitation Center, a California corporation
First Class Pharmacy, Inc., a California corporation
Care Enterprises, Inc., a Delaware corporation
Americare Homecare, Inc., an Ohio corporation
Care Finance, Inc., a California corporation
Circleville Health Care Corp., an Ohio corporation
Glenville Health Care Corp., a West Virginia corporation
▇▇▇▇▇▇ Health Care Corp., an Ohio corporation
New Lexington Health Care Corp., an Ohio corporation
Americare of West Virginia, Inc., a West Virginia corporation
▇▇▇▇▇▇ Health Care Corp., a West Virginia corporation
▇▇▇▇▇▇▇ Health Care Corp., a West Virginia corporation
▇▇▇▇▇▇ Health Care Corp., a West Virginia corporation
Salem Health Care Corp., a West Virginia corporation
Care Enterprises West, a Utah corporation
Care Home Health Services, a California corporation
SCRS & Communicology Inc., of Ohio, an Ohio corporation
-▇▇-
▇▇▇▇▇▇▇ ▇▇▇▇▇ Hospitals, Inc., a California corporation
Orange Rehabilitation Hospital, Inc., a Delaware corporation
San Bernadino Rehabilitation Hospital, Inc., a Delaware corporation
Regency Outpatient Services, Inc., a California corporation
Heritage-Torrance Rehabilitation Center
Oasis Mental Health Treatment Center, Inc.
Regency High School, Inc.
Pacific Beach Physical Therapy, Inc.
Peachwood Physical Therapy, Inc.
Regency Rehabilitation Management and Consulting Services, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Financial Officer
Accelerated Care Plus, LLC, a Delaware limited liability company
By: Cal-Med, Inc., a California corporation and HC, Inc., a Kansas corporation,
members
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Financial Officer
Hospital Therapy Service of Michigan, LLC, a Michigan limited liability company
By: SunCare Respiratory Services, Inc., an Indiana corporation, member
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Financial Officer
Therapists Unlimited-Baltimore/Washington, D.C., L.P., a Texas limited
partnership
Therapists Unlimited-Chicago II, L.P., a Texas limited partnership
Therapists Unlimited-Detroit II, L.P., a Texas limited partnership
-49-
Therapists Unlimited-Fresno, L.P., a Texas limited partnership
Therapists Unlimited-Indianapolis, L.P., a Texas limited partnership
Therapists Unlimited-New Orleans, L.P., a Texas limited partnership
Therapists Unlimited-Philadelphia, L.P., a Texas limited partnership
Therapists Unlimited-San Francisco, L.P., a Texas limited partnership
Therapists Unlimited-Seattle, L.P., a Texas limited partnership
Therapists Unlimited-Travelers, L.P., a Texas limited partnership
HSR Partners, L.P.
By: CareerStaff Management, Inc., a Delaware corporation and the general
partner of the above-listed limited partnership Guarantors
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Financial Officer
West Jersey/Mediplex Rehabilitation, L.P.
By: Mediplex of New Jersey, Inc., a New Jersey corporation and its general
partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Financial Officer
Address for all Guarantors:
▇▇▇ ▇▇▇ ▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Chief Financial Officer
-50-