Current Report


 
 
 



 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (date of earliest event reported): October 21, 2009
 
HealthSouth Corporation
 
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
001-10315
63-0860407
(Commission File Number)
(I.R.S. Employer
Identification No.)
 
3660 Grandview Parkway, Suite 200, Birmingham, Alabama 35243
(Address of Principal Executive Officers, Including Zip Code)
 
(205) 967-7116
(Registrant’s telephone number)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 



 
 
 

Item 1.01 .  Entry into a Material Definitive Agreement

On October 23, 2009, HealthSouth Corporation (the “Company”) entered into a second amendment (the “Amendment”) in connection with that certain Credit Agreement, dated March 10, 2006, as amended as of March 1, 2007, by and among the Company, as borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent and the other parties thereto (as amended, the “Credit Agreement”), pursuant to which certain terms of the Credit Agreement were amended and the Credit Agreement was restated in its entirety.  A summary of the material provisions of the Amendment is set forth below as follows:

1)           Converts $300 million of outstanding Term Loans (as defined in the Credit Agreement) into a new class of term loans, which (a) bear interest at, at the option of the Company, ABR (as defined in the Credit Agreement) plus 2.75% per annum or Adjusted LIBOR (as defined in the Credit Agreement) plus 3.75% per annum, (b) amortize at 1.00% per year, payable quarterly, and (c) mature on March 15, 2014, subject to an automatic extension to September 10, 2015 if the existing senior notes of the Company due in 2014 have been repaid or refinanced prior to March 15, 2014;

2)           Permits future extensions of all or a portion of the Term Loans, Revolving Loans and Synthetic LC Commitments (as each is defined in the Credit Agreement), subject to certain restrictions;

3)           Permits issuance of senior notes, both secured, on a pari passu basis with indebtedness incurred under the Credit Agreement, by liens on the Collateral (as defined in the Credit Agreement) and unsecured; and

4)           Other changes, including increases to certain baskets under the restrictive covenants in the Credit Agreement, that are more consistent with the Company’s financial position.

The descriptions of the provisions of the Amendment are qualified in their entirety by reference to the full and complete terms of the Amendment which is attached hereto as Exhibit 10.1 and is incorporated by reference herein. Today, the Company issued a press release regarding the Amendment, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Some of the lenders under the Credit Agreement and certain of their affiliates have engaged and in the future may engage in investment banking transactions, including securities offerings, and in general financing and commercial banking transactions with, and the provision of services to, us and our affiliates in the ordinary course of business and otherwise for which they have received, and will in the future receive, customary fees.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 
The disclosure required by this item is included in Item 1.01 of the Form 8-K and is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 
On October 21, 2009, John L. Workman, Executive Vice President and Chief Financial Officer of HealthSouth Corporation (“HealthSouth” or the “Company”), notified the Company that he intends to resign from his positions with HealthSouth and its subsidiaries and affiliates. His resignation is effective November 17, 2009. Mr. Workman’s resignation was not related to the Company’s financial or operating results or to any disagreements or concerns regarding the Company’s financial or reporting practices. On October 23, 2009, the Company issued a press release announcing the resignation of Mr. Workman. A copy of this press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
 
The Company will begin a national search for a new Chief Financial Officer and will be considering internal and external candidates.
 
On October 22, 2009, the Board of Directors of the Company appointed Andy Price to serve as interim Chief Accounting Officer. Mr. Price has served since 2004 as Senior Vice President - Accounting, for the Company. From 1996 to 2004, Mr. Price served as Senior Vice President and Corporate Controller of Centennial HealthCare Corporation, an Atlanta-based operator of skilled nursing centers and home health agencies. From 1989 to 1996, Mr. Price was an Audit Manager with the public accounting firm of BDO Seidman.  Mr. Price graduated from Florida State University with a bachelor’s degree in Accounting and is a Certified Public Accountant.
 
Except as to benefits the continuation of which are required by law, Mr. Workman will not be eligible to participate in or receive any benefits available to Company employees following the effective date of his resignation. Additionally, pursuant to the terms of the applicable benefit plans and award agreements, any unvested stock options and restricted shares held by Mr. Workman as of November 17, 2009 will be forfeited and canceled, as applicable, and he will have 90 days from that date to exercise any vested stock options.
 

 
 
 

Item 9.01 Financial Statements and Exhibits.
 
(d)
Exhibits.
   
10.1
 
Amendment No. 2, dated as of October 23, 2009, to the Credit Agreement, dated March 10, 2006, among HealthSouth Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as the administrative agent and the collateral agent, and the other parties thereto, attaching and effecting the Amended and Restated Credit Agreement, by and among HealthSouth, the lenders party thereto, JPMorgan Chase Bank, N.A., as the administrative agent and the collateral agent, Citicorp North America, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as co-syndication agents; and Deutsche Bank Securities Inc., Goldman Sachs Credit Partners L.P. and Wachovia Bank, National Association, as co-documentation agents.
     
99.1
 
Press Release of HealthSouth Corporation, dated October 26, 2009.
     
99.2
 
Press Release of HealthSouth Corporation, dated October 23, 2009.
 

 
 
 

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.


HealthSouth Corporation


By:          /s/ John P. Whittington                                                       
 
Name:
John P. Whittington
 
Title:
Executive Vice President, General Counsel, and Corporate Secretary

 

Dated: October 26, 2009
 


 
 
 


 
 
 
Exhibit 10.1
 
EXECUTION VERSION
 

AMENDMENT NO. 2 dated as of October 23, 2009 (this “ Amendment ”), to the Credit Agreement dated as of March 10, 2006, as amended as of March 1, 2007 (as so amended, the “ Existing Credit Agreement ”), among HEALTHSOUTH CORPORATION, a Delaware corporation (the “ Borrower ”), the LENDERS party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, and the other parties thereto.
 
WHEREAS, the Borrower has requested each Term Lender to extend the final maturity date that would apply to all or a portion of the Term Loans of such Lender as set forth herein, and each Term Lender whose name is set forth on Schedule 2.01A hereto (such Term Lenders being collectively referred to as the “ Extending Term Lenders ”) has agreed so to extend the final maturity date that would otherwise apply to the principal amount of the Term Loans of such Lender set forth on such Schedule 2.01A opposite the name of such Lender (such Term Loans being collectively referred to as the “ Tranche 2 Term Loans ”); and
 
WHEREAS, the Borrower has requested that the Existing Credit Agreement be amended to provide for the extensions referred to above and for certain other matters set forth herein, and that, as so amended, the Existing Credit Agreement be restated to be in the form of Exhibit A hereto;
 
NOW, THEREFORE, in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Administrative Agent, the Collateral Agent, the Issuing Banks, the Swingline Lender and the Lenders party hereto hereby agree as follows:
 
SECTION 1.   Defined Terms. Capitalized terms used but not otherwise defined herein (including the preliminary statements hereto) have the meanings assigned to them in the Existing Credit Agreement or the Restated Credit Agreement (as defined below), as the context may require.
 
SECTION 2.   Amendment and Restatement.   (a)  Effective as of the Restatement Effective Date, (i) the Existing Credit Agreement is hereby amended and restated to be in the form of Exhibit A hereto (the Existing Credit Agreement, as so amended and restated, being referred to as the “ Restated Credit Agreement ”), (ii) Schedule 2.01 of the Existing Credit Agreement is hereby amended and restated to be in the form of Schedule 2.01 attached to the Restated Credit Agreement, and (iii) the form of First Lien Intercreditor Agreement in the form of Exhibit B attached hereto is hereby incorporated into the Restated Credit Agreement and made a part thereof.
 
(b)   Except as expressly set forth therein, all Schedules and Exhibits referred to in the Restated Credit Agreement shall be deemed to refer to the corresponding Schedules and Exhibits to the Existing Credit Agreement.
 
SECTION 3.   Concerning the Term Loans.   (a)  The Borrower and each Extending Term Lender agree that, on the Restatement Effective Date, the Term Loans of such Lender in an aggregate principal amount set forth on Schedule 2.01A opposite the name of such Lender shall convert into Tranche 2 Term Loans of such Lender, and shall continue to be in effect and outstanding under the Restated Credit Agreement on the terms and conditions set forth therein.  In the event the Term Loans of any Extending Term Lender shall be part of more than one Term Borrowing as of the Restatement Effective Date (immediately prior to the consummation of such conversion), such conversion shall be accomplished by means of each such Term Loan that is part of any Borrowing converting into a Tranche 2 Term Loan of such Lender in the same proportion as the aggregate principal amount set forth on Schedule 2.01A opposite the name of such Lender bears to the aggregate principal amount of all the Term Loans of such Lender as of the Restatement Effective Date (determined immediately prior to the consummation of such conversion), with each such resulting Tranche 2 Term Loan being part of a Borrowing of the same Type as the Term Loan from which it shall have been converted and, in the case of any Tranche 2 Term Loan that shall have been converted from a Eurodollar Term Loan, shall have an initial Interest Period that ends on the last day of the Interest Period then applicable to such Eurodollar Term Loan.
 
(b)   The Term Loans of any Term Lender that are not Tranche 2 Term Loans shall constitute “Tranche 1 Term Loans” under the Restated Credit Agreement and shall continue to be in effect and outstanding under the Restated Credit Agreement on the terms and conditions set forth therein.
 
(c)    None of transactions set forth in this paragraph shall be deemed to be a conversion of a Eurodollar Borrowing into another Eurodollar Borrowing prior to the end of the Interest Period then applicable thereto, or a payment or prepayment of any Term Loan.
 
SECTION 4.   Concerning the Intercreditor Agreement; Amendment of Security Documents.   The Agents, the Issuing Banks, the Swingline Lender and the Lenders party hereto acknowledge that obligations of the Borrower and the Subsidiaries under the Pari Passu Indebtedness and the Pari Passu Indebtedness Documents, and certain obligations related thereto, will be secured by Liens on assets of the Borrower and the Subsidiaries that constitute Pari Passu Indebtedness Collateral, and that such Liens will or may be created pursuant to the Security Documents.  The Issuing Banks, the Swingline Lender and the Lenders party hereto hereby irrevocably (a) approve the form of the Intercreditor Agreement attached as Exhibit B hereto, (b) authorize and direct the Administrative Agent and/or the Collateral Agent to execute and deliver such amendments to the Security Documents as the Administrative Agent shall determine to be appropriate to cause the Pari Passu Indebtedness, and certain obligations related thereto, to be secured on an equal and ratable basis with the other Obligations (as defined in the Collateral and Guarantee Agreement), in each case without any further consent, authorization or other action by any Lender, any Issuing Bank or the Swingline Lender, (c) authorize and direct the Administrative Agent and/or the Collateral Agent to execute and deliver the Intercreditor Agreement (with such changes thereto as may be reasonably acceptable to the Administrative Agent) and any documents relating thereto, in each case, on behalf of the Lenders, the Issuing Banks and the Swingline Lender and without any further consent, authorization or other action by any Lender, any Issuing Bank or the Swingline Lender, (d) agree that, upon the execution and delivery of the amended Security Documents and the Intercreditor Agreement, each Lender, each Issuing Bank and the Swingline Lender will be bound by the provisions thereof as if it were a signatory thereto and will take no actions contrary to the provisions thereof, (e) agree that no Lender, Issuing Bank or Swingline Lender shall have any right of action whatsoever against any Agent as a result of any action taken by any Agent pursuant to this Section or in accordance with the terms of the Intercreditor Agreement and (f) make such further acknowledgements, agreements, authorizations and directions as are set forth in Section 9.18 of the Restated Credit Agreement.
 
SECTION 5.   Representations and Warranties.   The Borrower hereby represents and warrants to each other party hereto that:
 
(a)   this Amendment (i) has been duly authorized by all requisite corporate action of the Borrower, (ii) has been duly executed and delivered by the Borrower and (iii) constitutes a legal, valid and binding obligation of the Borrower, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity (whether considered in a proceeding at law or equity);
 
(b)   the representations and warranties of the Borrower set forth in the Existing Credit Agreement are true and correct in all material respects on and as of the date hereof and on and as of the Restatement Effective Date (in each case, except to the extent that any representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall have been true and correct as of such earlier date); and
 
(c)   no Default has occurred and is continuing.
 
SECTION 6.   Effectiveness of this Amendment.   This Amendment shall become effective as of the first date (such date being referred to as the “ Restatement Effective Date ”) on which each of the following conditions shall have been satisfied:
 
(a)   the Administrative Agent (or its counsel) shall have received from (i) the Borrower, (ii) each Issuing Bank, (iii) the Swingline Lender, (iv) each Extending Term Lender, and (v) such Lenders as shall represent the Required Lenders, either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;
 
(b)   each Subsidiary Loan Party shall have entered into a Reaffirmation Agreement, in form and substance reasonably satisfactory to the Administrative Agent;
 
(c)   the Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent;
 
(d)   the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent;
 
(e)   the representations and warranties of the Borrower set forth in Section 5 hereof shall be true and correct as of the Restatement Effective Date, and the Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by a Financial Officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, confirming the accuracy thereof; and
 
(f)   the Administrative Agent shall have received the Amendment Fee (as defined below) and all amounts due and payable to the Administrative Agent on or prior to the Restatement Effective Date pursuant to the Loan Documents, including, to the extent invoiced, reimbursement of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document, and the Administrative Agent and its Affiliates shall have received all amounts due and payable on or prior to the Restatement Effective Date pursuant to that certain letter agreement entered into in connection with this Amendment and the transactions contemplated hereby, including, to the extent invoiced,  reimbursement of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower pursuant to such letter agreement.
 
SECTION 7.   Fees.   The Borrower agrees to pay to the Administrative Agent, for the account of each Lender that delivers to the Administrative Agent (or its counsel) an executed counterpart hereof (or a facsimile transmission of a signed signature page of this Amendment) on or prior to 5:00 p.m., New York City time, on October 19, 2009, an amendment fee (the “ Amendment Fee ”) in an amount equal to 0.10% of the aggregate principal amount of such Lender’s Term Loans, Tranche A LC Commitment, Revolving Exposure and unused Revolving Commitments outstanding or in effect as of the Restatement Effective Date.  The Amendment Fee shall be payable on, and subject to the occurrence of, the Restatement Effective Date.
 
SECTION 8.   Effect of Amendment.   Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent, the Issuing Banks or the Lenders under the Existing 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 Existing Credit Agreement or any other Loan Document, all of which, as amended, supplemented or otherwise modified hereby, are ratified and affirmed in all respects and shall continue in full force and effect.  Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document in similar or different circumstances.  This Amendment shall constitute a Loan Document.  On and after the Restatement Effective Date, (a) any reference to the Existing Credit Agreement in any Loan Document shall mean such Existing Credit Agreement as amended and restated hereby.  Nothing herein shall affect the grant or creation of the security interest pursuant to the Collateral and Guarantee Agreement, it being acknowledged and agreed that all such security interests granted or created prior to the Restatement Effective Date shall continue in full force and effect.
 
SECTION 9.   Expenses.   The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP.
 
SECTION 10.   Counterparts.   This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.
 
SECTION 11.   Governing Law.   This Amendment shall be construed in accordance with and governed by the law of the State of New York.
 
SECTION 12.   WAIVER OF JURY TRIAL.   EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
 
SECTION 13.   Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
 

 
 
 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their authorized officers as of the date first above written.
 
HEALTHSOUTH CORPORATION,
By
 
/s/ John L. Workman
 
Name:           John L. Workman
 
Title:Executive Vice President and Chief Financial Officer

 
JPMORGAN CHASE BANK, N.A., individually and as an Issuing Bank, the Swingline Lender, the Administrative Agent and the Collateral Agent,
By
 
/s/ Dawn L. LeeLum
 
Name:           Dawn L. LeeLum
 
Title:Executive Director

 

 
 
 


Name of Lender and/or Issuing Bank (with any Person that is an Issuing Bank executing this signature page in each such capacity)
 
CAPITAL RESEARCH AND MANAGEMENT COMPANY, for and on behalf of the following Lenders:
 
AMERICAN HIGH-INCOME TRUST
 
AMERICAN FUNDS INSURANCE SERIES, HIGH-INCOME BOND FUND
 
by
 
/s/ Michael Downer
 
Name:  Michael Downer
 
Title:    Senior Vice President &
            Secretary

 
AZB CLO2 LIMITED
 
by
 
/s/ Takashi Yoshimatsu
 
Name:  Takashi Yoshimatsu
 
Title:    Authorized Signatory

 
AZB CLO4 LIMITED
 
by
 
/s/ Takashi Yoshimatsu
 
Name:  Takashi Yoshimatsu
 
Title:    Authorized Signatory

 
 
BABSON CLO LTD. 2004-I
 
BABSON CLO LTD. 2005-I
 
BABSON CLO LTD. 2005-II
 
BABSON CLO LTD. 2005-III
 
BABSON CLO LTD. 2006-I
 
SAPPHIRE VALLEY CDO I, LTD.
 
By:  Babson Capital Management LLC as
 
            Collateral Manager

by
 
/s/  Geoffrey Takacs
 
Name:  Geoffrey Takacs
 
Title:    Director

 
 
  BABSON CAPITAL LOAN PARTNERS I, L.P.
 
  By:  Babson Capital Management LLC as
  Investment Manager
 
by
 
/s/  Geoffrey Takacs
 
Name:  Geoffrey Takacs
 
Title:    Director

 
BILL & MELINDA GATES FOUNDATION TRUST
 
By:  Babson Capital Management LLC as          Investment Adviser
 
by
 
/s/  Geoffrey Takacs
 
Name:  Geoffrey Takacs
 
Title:    Director

 
CASCADE INVESTMENT, L.L.C.
 
By:  Babson Capital Management LLC as Investment Manager
 
by
 
/s/  Geoffrey Takacs
 
Name:  Geoffrey Takacs
 
Title:    Director

 
 
HOLLY INVESTMENT CORPORATION
 
By:  Babson Capital Management LLC as
Investment Manager
 
by
 
/s/  Geoffrey Takacs
 
Name:  Geoffrey Takacs
 
Title:    Director

 
 
MAPLEWOOD (CAYMAN) LIMITED
 
By:  Babson Capital Management LLC as
Investment Manager
 
by
 
/s/  Geoffrey Takacs
 
Name:  Geoffrey Takacs
 
Title:    Director

 
 
MASSMUTUAL ASIA LIMITED
 
By:  Babson Capital Management LLC as
Investment Adviser
 
by
 
/s/  Geoffrey Takacs
 
Name:  Geoffrey Takacs
 
Title:    Director

 
 
OLYMPIC PARK LIMITED
 
By:  Babson Capital Management LLC as
Investment Manager
 
by
 
/s/  Geoffrey Takacs
 
Name:  Geoffrey Takacs
 
Title:    Director

 
 
VINACASA CLO, LTD.
 
By:  Babson Capital Management LLC as
Collateral Servicer
 
by
 
/s/  Geoffrey Takacs
 
Name:  Geoffrey Takacs
 
Title:    Director

 
 
XELO VII LIMITED
 
By:  Babson Capital Management LLC as
Sub-Adviser
 
by
 
/s/  Geoffrey Takacs
 
Name:  Geoffrey Takacs
 
Title:    Director

 
 
BALLANTYNE FUNDING LLC
 
by
 
/s/ Jonathan M. Barnes
 
Name:  Jonathan M. Barnes
 
Title:    Vice President

 
 
BARCLAYS BANK PLC
 
by
 
/s/ Alex Stromberg
 
Name: Alex Stromberg
 
Title:

 
 
BLACK DIAMOND CLO 2005-2 LTD.
 
By:  Black Diamond CLO 2005-2 Adviser, L.L.C.,
As its Collateral Manager
 
by
 
/s/ Stephen H. Deckoff
 
Name:  Stephen H. Deckoff
 
Title:    Managing Principal

 
 
BLACK DIAMOND CLO 2005-1 LTD.
 
By:  Black Diamond CLO 2005-1 Adviser, L.L.C.,
As its Collateral Manager
 
by
 
/s/ Stephen H. Deckoff
 
Name:  Stephen H. Deckoff
 
Title:    Managing Principal

 
 
BLACK DIAMOND INTERNATIONAL FUNDING, LTD.
 
By:  BDCM Fund Adviser, L.L.C.
As its Collateral Manager
 
by
 
/s/ Stephen H. Deckoff
 
Name:  Stephen H. Deckoff
 
Title:    Managing Principal

 
 
BLACK DIAMOND CLO 2006-1 (CAYMAN) LTD.
 
By:  Black Diamond CLO 2006-1 Adviser, L.L.C.
As its Collateral Manager
 
by
 
/s/ Stephen H. Deckoff
 
Name:  Stephen H. Deckoff
 
Title:    Managing Principal

 
 
NEW MEXICO EDUCATIONAL RETIREMENT BOARD
 
By:  Beach Point Capital Management, LP
As Investment Manager
 
by
 
/s/ Carl Goldsmith
 
Name: Carl Goldsmith
 
Title:   Managing Partner

 
 
ROYAL MAIL PENSION PLAN
 
By:  Beach Point Capital Management, LP
  As Investment Manager
 
by
 
/s/ Carl Goldsmith
 
Name: Carl Goldsmith
 
Title:   Managing Partner

 
 
VIRGINIA RETIREMENT SYSTEM
 
By:  Beach Point Capital Management, LP
As Investment Manager
 
by
 
/s/ Carl Goldsmith
 
Name: Carl Goldsmith
 
Title:   Managing Partner

 
 
ARIEL REINSURANCE COMPANY LTD.
 
BLACKROCK CREDIT INVESTORS MASTER   FUND, L.P.
 
BLACKROCK FLOATING RATE INCOME TRUST
 
BLACKROCK DEFINED OPPORTUNITY CREDIT TRUST
 
BLACKROCK LIMITED DURATION INCOME TRUST
 
BLACKROCK SENIOR INCOME SERIES
 
BLACKROCK SENIOR INCOME SERIES II
 
BLACKROCK SENIOR INCOME SERIES IV
 
BLACKROCK SENIOR INCOME SERIES V LIMITED
 
BLACKROCK FIXED INCOME VALUE OPPORTUNITIES TRUST
 
BLACKROCK GLOBAL INVESTMENT SERIES:  CORPORATE LOAN INCOME PORTFOLIO
 
BLACKROCK GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO
 
THE BROAD INSTITUTE, INC.
 
MAGNETITE V CLO, LIMITED
 
MASTER SENIOR FLOATING RATE LLC
 
MISSOURI STATE EMPLOYEES’ RETIREMENT SYSTEM
 
BLACKROCK FIXED INCOME PORTABLE ALPHA MASTER SERIES TRUST
 
SENIOR LOAN PORTFOLIO
 
BLACKROCK SENIOR FLOATING RATE PORTFOLIO

 
by
 
/s/ AnnMarie Smith
 
Name: AnnMarie Smith
 
Title:  Authorized Signatory

 
 
 BLUEMOUNTAIN CLO III LTD.
 
 By:  BlueMountain Capital Management, LLC,
 its Collateral Manager
 
by
 
/s/ Michael Abatemarco
 
Name: Michael Abatemarco
 
Title:  Associate

 
BUSHNELL LOAN FUND II, Ltd.
 
by
 
/s/ Adam Kaiser
 
Name:  Adam Kaiser
 
Title:    Attorney-in-Fact

 
STEDMAN LOAN FUND II, LTD.
 
by
 
/s/ Adam Kaiser
 
Name:  Adam Kaiser
 
Title:    Attorney-in-Fact

 
 
CANYON CAPITAL CDO 2002-1, LLC
 
By:  Canyon Capital Advisors LLC, a Delaware limited liability company, its Collateral Manager

by
 
/s/ Michael M. Leyland
 
Name:  Michael M. Leyland
 
Title:    Authorized Signatory

 
 
CANYON CAPITAL CLO 2006-1, LLC
 
By:  Canyon Capital Advisors LLC, a Delaware limited liability company, its Collateral Manager

by
 
/s/ Michael M. Leyland
 
Name:  Michael M. Leyland
 
Title:    Authorized Signatory

 
 
CANPARTNERS INVESTMENTS IV, LLC
 
By:  Canpartners Investments IV, LLC, a California limited liability company

by
 
/s/ Mitchell R. Julis
 
Name:  Mitchell R. Julis
 
Title:    Managing Partner

 
CAPITALSOURCE CF LLC
 
by
 
/s/ Arturo J. Velez
 
Name:  Arturo J. Velez
 
Title:    Authorized Signatory

 
CARLYLE HIGH YIELD PARTNERS IX, LTD
 
by
 
/s/ Linda Pace
 
Name:  Linda Pace
 
Title:    Managing Director

 
CARLYLE HIGH YIELD PARTNERS IV, LTD
 
by
 
/s/ Linda Pace
 
Name:  Linda Pace
 
Title:    Managing Director

 
CARLYLE HIGH YIELD PARTNERS VI, LTD
 
by
 
/s/ Linda Pace
 
Name:  Linda Pace
 
Title:    Managing Director

 
CARLYLE HIGH YIELD PARTNERS VII, LTD
 
by
 
/s/ Linda Pace
 
Name:  Linda Pace
 
Title:    Managing Director

 
CARLYLE HIGH YIELD PARTNERS X, LTD
 
by
 
/s/ Linda Pace
 
Name:  Linda Pace
 
Title:    Managing Director

 
CARLYLE CREDIT PARTNERS FINANCING I, LTD
 
by
 
/s/ Linda Pace
 
Name:  Linda Pace
 
Title:    Managing Director

 
CARLYLE HIGH YIELD PARTNERS 2008-1, LTD
 
by
 
/s/ Linda Pace
 
Name:  Linda Pace
 
Title:    Managing Director

 
CARLYLE HIGH YIELD PARTNERS VIII, LTD
 
by
 
/s/ Linda Pace
 
Name:  Linda Pace
 
Title:    Managing Director

 
CARLYLE HIGH YIELD PARTNERS IX, LTD
 
by
 
/s/ Linda Pace
 
Name:  Linda Pace
 
Title:    Managing Director

 
SELECT INCOME MANAGED FUND
 
SIGNATURE GLOBAL INCOME & GROWTH FUND
 
SIGNATURE HIGH INCOME CORPORATE CLASS
 
SIGNATURE INCOME & GROWTH CORPORATE CLASS
 
SIGNATURE INCOME & GROWTH FUND
 
SIGNATURE HIGH INCOME FUND
 
SIGNATURE CORPORATE BOND FUND
 
INSTITUTIONAL MANAGED INCOME POOL
 
ENHANCED INCOME POOL
 
SKYLON GROWTH & INCOME TRUST
 
By:  CI Investments Inc. on Behalf of its Funds
 
by
 
/s/ Geof Marshall
 
Name:  Geof Marshall
 
Title:    VP – Portfolio Management

by
 
/s/ James Dutkiewicz
 
Name:  James Dutkiewicz
 
Title:    VP – Portfolio Management

 
CIFC FUNDING 2006 – I, LTD.
 
CIFC FUNDING 2006 – IB, LTD.
 
CIFC FUNDING 2006 – II, LTD.
 
by
 
/s/ Stephen J. Vaccaro
 
Name:  Stephen J. Vaccaro
 
Title:    Co-Chief Investment Officer

 
CITICORP NORTH AMERICA, INC.
 
by
 
/s/ Mark R. Floyd
 
Name:  Mark R. Floyd
 
Title:    VP

 
COA CLO FINANCING Ltd.
 
By:  FS COA Management, LLC, as
 
Portfolio Manager
 
by
   
 
Name:  John W. Fraser
 
Title:    Managing Partner

by
 
/s/ John W. Fraser
 
Name:  John W. Fraser
 
Title:    Manager

 
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
 
by
 
/s/ Brian Schneider
 
Name:  Brian Schneider
 
Title:    Authorized Signatory

 
by
 
/s/ Douglas I. Glickman
 
Name:  Douglas I. Glickman
 
Title:    Authorized Signatory

 
 
MADISON PARK FUNDING II, LTD.
 
By:  Credit Suisse Alternative Capital, Inc.
as Collateral Manager
 
by
 
/s/ David H. Lerner
 
Name:  David H. Lerner
 
Title:    Authorized Signatory

 
 
MADISON PARK FUNDING III, LTD.
 
By:  Credit Suisse Alternative Capital, Inc.
as Collateral Manager
 
by
 
/s/ David H. Lerner
 
Name:  David H. Lerner
 
Title:    Authorized Signatory

 
CREDIT SUISSE SYNDICATED LOAN FUND
 
By:  Credit Suisse Alternative Capital, Inc., as Agent (Subadvisor) for Credit Suisse Asset Management (Australia) Limited, the Responsible Entity for Credit Suisse Syndicated Loan Fund
 
by
 
/s/ David H. Lerner
 
Name:  David H. Lerner
 
Title:    Authorized Signatory

 
CASTLE GARDEN FUNDING
 
by
 
/s/ David H. Lerner
 
Name:  David H. Lerner
 
Title:    Authorized Signatory

 
 
ATRIUM V
 
By:  Credit Suisse Alternative Capital, Inc.,
as collateral manager
 
by
 
/s/ David H. Lerner
 
Name:  David H. Lerner
 
Title:   Authorized Signatory

 
DEUTSCHE BANK TRUST COMPANY AMERICAS
 
by
 
/s/ Carin Keegan
 
Name:  Carin Keegan
 
Title:    Director

by
 
/s/ Erin Morrissey
 
Name:  Erin Morrissey
 
Title:    Vice President

 
 
SENIOR DEBT PORTFOLIO
 
By:  Boston Management and Research
as Investment Advisor
 
by
 
/s/ Michael Kinalian
 
Name:  Michael Kinalian
 
Title:    Vice President

 
 
EATON VANCE CDO IX LTD.
 
By:  Eaton Vance Management
as Investment Advisor
 
by
 
/s/ Michael Kinalian
 
Name:  Michael Kinalian
 
Title:    Vice President

 
 
EATON VANCE SENIOR FLOATING-RATE TRUST
 
By:  Eaton Vance Management
as Investment Advisor
 
by
 
/s/ Michael Kinalian
 
Name:  Michael Kinalian
 
Title:    Vice President

 
 
EATON VANCE FLOATING-RATE INCOME TRUST
 
By:  Eaton Vance Management
as Investment Advisor
 
by
 
/s/ Michael Kinalian
 
Name:  Michael Kinalian
 
Title:    Vice President

 
 
EATON VANCE SENIOR INCOME TRUST
 
By:  Eaton Vance Management
as Investment Advisor
 
by
 
/s/ Michael Kinalian
 
Name:  Michael Kinalian
 
Title:    Vice President

 
 
EATON VANCE SHORT DURATION DIVERSIFED INCOME FUND
 
By:  Eaton Vance Management
As Investment Advisor
 
by
 
/s/ Michael Kinalian
 
Name:  Michael Kinalian
 
Title:    Vice President

 
 
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
 
By:  Eaton Vance Management
As Investment Advisor
 
by
 
/s/ Michael Kinalian
 
Name:  Michael Kinalian
 
Title:    Vice President

 
 
EATON VANCE LIMITED DURATION INCOME FUND
 
By:  Eaton Vance Management
As Investment Advisor
 
by
 
/s/ Michael Kinalian
 
Name:  Michael Kinalian
 
Title:    Vice President

 
 
GRAYSON & CO.
 
By:  Boston Management and Research
As Investment Advisor
 
by
 
/s/ Michael Kinalian
 
Name:  Michael Kinalian
 
Title:    Vice President

 
 
EATON VANCE VT FLOATING-RATE INCOME FUND
 
By:  Eaton Vance Management
As Investment Advisor
 
by
 
/s/ Michael Kinalian
 
Name:  Michael Kinalian
 
Title:    Vice President

 
 
EATON VANCE LOAN OPPORTUNITIES FUND, LTD.
 
By:  Eaton Vance Management
As Investment Advisor
 
by
 
/s/ Michael Kinalian
 
Name:  Michael Kinalian
 
Title:    Vice President

 
 
EATON VANCE MEDALLION FLOATING-RATE INCOME PORTFOLIO
 
By:  Eaton Vance Management
As Investment Advisor
 
by
 
/s/ Michael Kinalian
 
Name:  Michael Kinalian
 
Title:    Vice President

 
FIRST COMMERCIAL BANK
 
by
 
/s/ Anne H. Lovette
 
Name:  Anne H. Lovette
 
Title:    Vice President

 
 
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND

by
 
/s/ Paul Murphy
 
Name:  Paul Murphy
 
Title:   Assistant Treasurer

 
 
FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY FLOATING RATE CENTRAL INVESTMENT PORTFOLIO

by
 
/s/ Paul Murphy
 
Name:  Paul Murphy
 
Title:    Assistant Treasurer

 
 
FIRSTLIGHT FUNDING I, LTD.

by
 
/s/ Melissa Marano
 
Name:  Melissa Marano
 
Title:    Duly Authorized Signatory

 
 
FORTRESS CREDIT OPPORTUNITIES I LP
 
By:  Fortress Credit Opportunities I GP LLC, its General Partner

by
 
/s/ Glenn P. Cummins
 
Name:  Glenn P. Cummins
 
Title:    Authorized Signatory

 
 
FORTRESS CREDIT FUNDING II LP
 
By:  Fortress Credit Funding II GP LLC,
its General Partner
 
by
 
/s/ Glenn P. Cummins
 
Name:  Glenn P. Cummins
 
Title:    Authorized Signatory

 
 
FORTRESS CREDIT INVESTMENTS I LTD

by
 
/s/ Glenn P. Cummins
 
Name:  Glenn P. Cummins
 
Title:    Authorized Signatory

 
 
FORTRESS CREDIT INVESTMENTS II LTD

by
 
/s/ Glenn P. Cummins
 
Name:  Glenn P. Cummins
 
Title:    Authorized Signatory

 
 
FRANKLIN CLO VI, LTD

by
 
/s/ David Ardini
 
Name:  David Ardini
 
Title:    Vice President

 
 
FRANKLIN FLOATING RATE DAILY ACCESS FUND

by
 
/s/ Richard Hsu
 
Name:  Richard Hsu
 
Title:    Vice President

 
 
FRANKLIN FLOATING RATE MASTER SERIES

by
 
/s/ Richard Hsu
 
Name:  Richard Hsu
 
Title:    Vice President

 
 
FRANKLIN TEMPLETON SERIES II FUNDS
 
FRANKLIN FLOATING RATE II FUND

by
 
/s/ Richard Hsu
 
Name:  Richard Hsu
 
Title:    Vice President

 
 
GENERAL ELECTRIC CAPITAL CORPORATION

by
 
/s/ Patrick A. Lucas
 
Name:  Patrick A. Lucas
 
Title:    Duly Authorized Signatory

 
 
GOLDMAN SACHS LENDING PARTNERS LLC

by
 
/s/ Andrew Caditz
 
Name:  Andrew Caditz
 
Title:    Authorized Signatory

 
 
GREYWOLF CLO I, LTD
 
By:  Greywolf Capital Management LP,
its Investment Manager
 
by
 
/s/ Robert Miller
 
Name:  Robert Miller
 
Title:    Authorized Signatory

 
 
HARCH CLO II LIMITED

 
by
 
/s/ Michael E. Lewitt
 
Name:  Michael E. Lewitt
 
Title:    Authorized Signatory

 
 
THE HARTFORD MUTUAL FUNDS, INC., on behalf of THE HARTFORD FLOATING RATE FUND
 
By:  Hartford Investment Management Company,
its Sub-advisor
 

by
 
/s/   Michael J. Bacevich
 
Name:  Michael J. Bacevich
 
Title:    Managing Director

 
 
THE HARTFORD MUTUAL FUNDS, INC., on behalf of THE  HARTFORD TOTAL RETURN BOND FUND
 
By:  Hartford Investment Management Company,
its Subadvisor
 

by
 
/s/   Michael J. Bacevich
 
Name:  Michael J. Bacevich
 
Title:    Managing Director

 
 
HARTFORD SERIES FUND, INC., on behalf of HARTFORD TOTAL RETURN BOND HLS FUND
 
By:  Hartford Investment Management Company,
its Subadvisor
 

by
 
/s/  Michael J. Bacevich
 
Name:  Michael J. Bacevich
 
Title:    Managing Director

 


 
 
 
 
 
 


 
 
THE INVESTMENT AND ADMINISTRATIVE COMMITTEE OF THE WALT DISNEY COMPANY SPONSORED QUALIFIED BENEFIT PLANS AND KEY EMPLOYEES DEFERRED COMPENSATION AND RETIREMENT PLAN
 
By:  Hartford Investment Management Company
Its Investment Manager
 

by
 
/s/  Michael J. Bacevich
 
Name:  Michael J. Bacevich
 
Title:    Managing Director

 
 
THE HARTFORD MUTUAL FUNDS, INC., on behalf of THE HARTFORD INCOME FUND
 
By:  Hartford Investment Management Company,
its Subadvisor
 

by
 
/s/  Michael J. Bacevich
 
Name:  Michael J. Bacevich
 
Title:    Managing Director

 
 
STATE BOARD OF ADMINISTRATION OF FLORIDA
 
By:  Hartford Investment Management Company,
its Investment Manager
 

by
 
/s/  Michael J. Bacevich
 
Name:  Michael J. Bacevich
 
Title:    Managing Director

 


 
PPM SHADOW CREEK FUNDING LLC

 
by
 
/s/ Stacy Lai
 
Name:  Stacy Lai
 
Title:    Assistant Vice President

 
 
COLUMBUS PARK CDO LTD.
 
By:  GSO / Blackstone Debt Funds Management LLC
 
as Collateral Manager

 
by
 
/s/   Dean Criares
 
Name:  Dean Criares
 
Title:    Authorized Signatory

 
 
INWOOD PARK CDO LTD.
 
By:  Blackstone Debt Advisors L.P.
 
as Collateral Manager

 
by
 
/s/   Dean Criares
 
Name:  Dean Criares
 
Title:    Authorized Signatory

 
 
LAFAYETTE SQUARE CDO LTD.
 
By:  Blackstone Debt Advisors L.P.
 
as Collateral Manager

 
by
 
/s/   Dean Criares
 
Name:  Dean Criares
 
Title:    Authorized Signatory

 
 
LOAN FUNDING VI LLC,
 
for itself or as agent for Corporate Loan Funding VI LLC

 
by
 
/s/   Dean Criares
 
Name:  Dean Criares
 
Title:    Authorized Signatory

 
 
PROSPECT PARK CDO LTD.
 
By:  Blackstone Debt Advisors L.P.
 
as Collateral Manager

 
by
 
/s/   Dean Criares
 
Name:           Dean Criares
 
Title:           Authorized Signatory

 
 
CIT MIDDLE MARKET LOAN TRUST II
 
By:  CIT Asset Management LLC,
 
as Authorized Signatory

 
by
 
/s/   Roger M. Burns
 
Name:           Roger M. Burns
 
Title:           President
CIT Asset Management

 
 
CIT HEALTHCARE LLC

by
 
/s/   Terence Sullivan
 
Name:           Terence Sullivan
 
Title:           Managing Director

 
 
RAYTHEON MASTER PENSION TRUST, BUSINESS NAME: RAYTHEON MPT LOGAN FLOATING RATE PORTFOLIO

by
 
/s/  Michael Bishot
 
Name:  Michael Bishot
 
Title:    COO

 
 
HIGHLAND FLOATING RATE FUND

by
 
/s/  M. Jason Blackburn
 
Name:  M. Jason Blackburn
 
Title:    Treasurer

 
 
PACIFIC SELECT FUND-FLOATING RATE LOAN PORTFOLIO

by
 
/s/   M. Jason Blackburn
 
Name:  M. Jason Blackburn
 
Title:    Treasurer

 
 
SWISS CAPITAL PRO LOAN LIMITED
 
For and On Behalf of BNY MELLON TRUST COMPANY (IRELAND) LIMITED under power of attorney

by
 
/s/   Robert Blake
 
Name:  Robert Blake
 
Title:    Assistant Vice President

 
 
JP MORGAN CHASE BANK, N.A.

by
 
/s/   Dawn L. LeeLum
 
Name:  Dawn L. LeeLum
 
Title:    Executive Director

 
 
KATONAH IX CLO LTD.
 
By:  Katonah Debt Advisors, L.L.C.
 
As Manager

by
 
/s/   Daniel Gilligan
 
Name:  Daniel Gilligan
 
Title:    Authorized Officer

 
 
KATONAH X CLO LTD.
 
By:  Katonah Debt Advisors, L.L.C.
 
As Manager

by
 
/s/ Daniel Gilligan
 
Name:  Daniel Gilligan
 
Title:    Authorized Officer

 
 
KATONAH 2007-I CLO LTD.
 
By:  Katonah Debt Advisors, L.L.C.
 
As Manager

by
 
/s/ Daniel Gilligan
 
Name:  Daniel Gilligan
 
Title:   Authorized Officer

 
 
KKR FI PARTNERS I, LP

by
 
/s/  Mark Casanova
 
Name:  Mark Casanova
 
Title:    Authorized Signatory

 
 
OREGON PUBLIC EMPLOYEES RETIREMENT FUND

by
 
/s/  Mark Casanova
 
Name:  Mark Casanova
 
Title:    Authorized Signatory

 
 
KKR FINANCIAL CLO 2005-1 LTD

by
 
/s/  Mark Casanova
 
Name:  Mark Casanova
 
Title:    Authorized Signatory

 
 
LATITUDE CLO II, LTD

by
 
/s/  Kirk Wallace
 
Name:  Kirk Wallace
 
Title:    Senior Vice President

 
 
EMPLOYERS INSURANCE COMPANY OF WAUSAU

by
 
/s/  Sheila Finnerty
 
Name:  Sheila Finnerty
 
Title:    Vice President

 
 
LIBERTY MUTUAL FIRE INSURANCE COMPANY

by
 
/s/  Sheila Finnerty
 
Name:  Sheila Finnerty
 
Title:    Vice President

 
 
LIBERTY MUTUAL INSURANCE COMPANY

by
 
/s/  Sheila Finnerty
 
Name:  Sheila Finnerty
 
Title:    Vice President

 
 
MACKAY SHORT DURATION ALPHA FUND
 
NEW YORK LIFE INSURANCE COMPANY (GUARANTEED PRODUCTS)
 
NEW YORK LIFE INSURANCE COMPANY, GP – PORTABLE ALPHA
 
HOUSTON POLICE OFFICERS’ PENSION SYSTEM
 
MACKAY SHIELDS CORE PLUS ALPHA FUND LTD.

 
By:  MacKay Shields LLC
 
as Investment Adviser and not individually

by
 
/s/  Dan Roberts
 
Name:  Dan Roberts
 
Title:    Sr. Managing Director

 
 
MARLBOROUGH STREET CLO, LTD.
 
By:  Massachusetts Financial Services Company (MLX) its Collateral Manager

by
 
/s/ David Cobey
 
Name:           David Cobey
 
Title:           As authorized representative and not individually

 
 
METLIFE INSURANCE COMPANY OF CONNECTICUT

by
 
/s/  Matthew J. McInerny
 
Name:  Matthew J. McInerny
 
Title:    Director

 
 
NATIONWIDE LIFE INSURANCE COMPANY

by
 
/s/  Ronald R. Serpico
 
Name:  Ronald R. Serpico
 
Title:   Authorized Signatory

 
 
NATIONWIDE MUTUAL INSURANCE COMPANY

by
 
/s/  Ronald R. Serpico
 
Name:  Ronald R. Serpico
 
Title:   Authorized Signatory

 
 
  NAVIGARE FUNDING I CLO LTD
 
  By:  Navigare Partners LLC
 
  as collateral manager, as Lender

by
 
/s/   Joel G. Serebransky
 
Name:  Joel G. Serebransky
 
Title:    Managing Director

 
 
NAVIGARE FUNDING II CLO LTD
 
By:  Navigare Partners LLC
 
Its collateral manager, as Lender

by
 
/s/   Joel G. Serebransky
 
Name:  Joel G. Serebransky
 
Title:    Managing Director

 
 
NAVIGARE FUNDING III CLO LTD
 
By:  Navigare Partners LLC
 
as collateral manager, as Lender

by
 
/s/   Joel G. Serebransky
 
Name:  Joel G. Serebransky
 
Title:    Managing Director

 
 
NYLIM FLATIRON CLO 2003-1 LTD.
 
By:  New York Life Investment Management LLC,
 
as Collateral Manager and Attorney-in-Fact

by
 
/s/   Jeanne M. Cruz
 
Name:  Jeanne M. Cruz
 
Title:    Director

 
 
NYLIM FLATIRON CLO 2004-1 LTD.
 
By:  New York Life Investment Management LLC,
 
as Collateral Manager and Attorney-in-Fact

by
 
/s/   Jeanne M. Cruz
 
Name:  Jeanne M. Cruz
 
Title:    Director

 
 
NYLIM FLATIRON CLO 2005-1 LTD.
 
By:  New York Life Investment Management LLC,
 
as Collateral Manager and Attorney-in-Fact

by
 
/s/   Jeanne M. Cruz
 
Name:  Jeanne M. Cruz
 
Title:    Director

 
 
NYLIM FLATIRON CLO 2006-1 LTD.
 
By:  New York Life Investment Management LLC,
 
as Collateral Manager and Attorney-in-Fact

by
 
/s/  Jeanne M. Cruz
 
Name:  Jeanne M. Cruz
 
Title:    Director

 
 
FLATIRON CLO 2007-1 LTD.
 
By:  New York Life Investment Management LLC,
 
as Collateral Manager and Attorney-in-Fact

by
 
/s/   Jeanne M. Cruz
 
Name:  Jeanne M. Cruz
 
Title:    Director

 
 
SILVERADO CLO 2006-II LIMITED
 
By:  New York Life Investment Management LLC,
 
as Portfolio Manager and Attorney-in-Fact

by
 
/s/   Jeanne M. Cruz
 
Name:  Jeanne M. Cruz
 
Title:    Director

 
 
NYLIM INSTITUTIONAL FLOATING RATE FUND L.P.
 
By:  New York Life Investment Management LLC,
 
its Investment Manager

by
 
/s/   Jeanne M. Cruz
 
Name:  Jeanne M. Cruz
 
Title:    Director

 
 
MAINSTAY FLOATING RATE FUND,
 
a series of Eclipse Funds, Inc.
 
By:  New York Life Investment Management LLC,
 
Its Investment Manager

by
 
/s/   Jeanne M. Cruz
 
Name:  Jeanne M. Cruz
 
Title:    Director

 
 
MAINSTAY VP FLOATING RATE PORTFOLIO,
 
a series of MainStay VP Series Fund, Inc.
 
By:  New York Life Investment Management LLC,
 
Its Investment Manager

by
 
/s/   Jeanne M. Cruz
 
Name:  Jeanne M. Cruz
 
Title:    Director

 
 
NEW YORK LIFE INSURANCE COMPANY

by
 
/s/   Jeanne M. Cruz
 
Name:  Jeanne M. Cruz
 
Title:    Corporate Vice President

 
 
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
 
By:  New York Life Investment Management LLC,
 
Its Investment Manager

by
 
/s/   Jeanne M. Cruz
 
Name:  Jeanne M. Cruz
 
Title:    Director

 
 
OPPENHEIMER MASTER LOAN FUND, LLC

by
 
/s/   Jeff Schwartz
 
Name:  Jeff Schwartz
 
Title:    AVP

 
 
OPPENHEIMER SENIOR FLOATING RATE FUND

by
 
/s/  Jeff Schwartz
 
Name:  Jeff Schwartz
 
Title:    AVP

 
 
OPTIMUM TRUST – OPTIMUM FIXED INCOME FUND

by
 
/s/  J. David Hillmeyer
 
Name:  J. David Hillmeyer
 
Title:    Vice President

 
 
DELAWARE VIP TRUST – DELAWARE VIP DIVERSIFIED INCOME SERIES

by
 
/s/  J. David Hillmeyer
 
Name:  J. David Hillmeyer
 
Title:    Vice President

 
 
DELAWARE GROUP ADVISOR FUNDS – DELAWARE DIVERSIFIED INCOME

by
 
/s/  J. David Hillmeyer
 
Name:  J. David Hillmeyer
 
Title:    Vice President

 
 
LINCOLN NATIONAL LIFE INSURANCE CO.

by
 
/s/  J. David Hillmeyer
 
Name:  J. David Hillmeyer
 
Title:    Vice President

 
 
ORIX FINANCE CORP.

by
 
/s/  Christopher L. Smith
 
Name:  Christopher L. Smith
 
Title:    Managing Director

 
 
 
AIRLIE GROUP
 
AIRLIE CLO 2006-II LTD.

by
 
/s/   Seth Cameron
 
Name:  Seth Cameron
 
Title:    Portfolio Manager

 
 
 
SERVES 2006-1, LTD.
 
By:  PPM America, Inc.
 
as Collateral Manager

by
 
/s/   David C. Wagner
 
Name:  David C. Wagner
 
Title:    Managing Director

 
 
 
PPM GRAYHAWK CLO, LTD.
 
By:  PPM America, Inc.,
 
as Collateral Manager

by
 
/s/  David C. Wagner
 
Name:  David C. Wagner
 
Title:    Managing Director

 
 
 
RED RIVER CLO LTD.
 
By:  Highland Capital Management, L.P.
 
As Collateral Manager
 
By:  Strand Advisors, Inc.
 
Its General Partner

by
 
/s/  Jason Post
 
Name:  Jason Post
 
Title:    Operations Director

 
 
 
HIGHLAND OFFSHORE PARTNERS, L.P.
 
By:  Highland Capital Management, L.P.
 
As Collateral Manager
 
By:  Strand Advisors, Inc.,
 
Its General Partner

by
 
/s/   Jason Post
 
Name:  Jason Post
 
Title:    Operations Director

 
 
 
JASPER CLO LTD.
 
By:  Highland Capital Management, L.P.
 
As Collateral Manager
 
By:  Strand Advisors, Inc.,
 
Its General Partner

by
 
/s/   Jason Post
 
Name:  Jason Post
 
Title:    Operations Director

 
 
 
GLENEAGLES CLO, LTD.
 
By:  Highland Capital Management, L.P.,
 
As Collateral Manager
 
By:  Strand Advisors, Inc.
 
Its General Partner

by
 
/s/   Jason Post
 
Name:  Jason Post
 
Title:    Operations Director

 
 
 
LIBERTY CLO, LTD.
 
By:  Highland Capital Management, L.P.
 
As Collateral Manager
 
By:  Strand Advisors, Inc.,
 
Its General Partner

by
 
/s/   Jason Post
 
Name:  Jason Post
 
Title:    Operations Director

 
 
 
ROCKWALL CDO LTD.
 
By:  Highland Capital Management, L.P.
 
As Collateral Manager
 
By:  Strand Advisors, Inc.
 
Its General Partner

by
 
/s/   Jason Post
 
Name:  Jason Post
 
Title:    Operations Director

 
 
 
GRAYSON CLO, LTD.
 
By:  Highland Capital Management, L.P.,
 
As Collateral Manager
 
By:  Strand Advisors, Inc.,
 
Its General Partner

by
 
/s/   Jason Post
 
Name:  Jason Post
 
Title:    Operations Director

 
 
 
EASTLAND CLO, LTD.
 
By:  Highland Capital Management, L.P.,
 
As Collateral Manager
 
By:  Strand Advisors, Inc.,
 
Its General Partner

by
 
/s/   Jason Post
 
Name:  Jason Post
 
Title:    Operations Director

 
 
 
BRENTWOOD CLO LTD.
 
By:  Highland Capital Management, L.P.,
 
As Collateral Manager
 
By:  Strand Advisors, Inc.,
 
Its General Partner

by
 
/s/   Jason Post
 
Name:  Jason Post
 
Title:    Operations Director

 
 
 
ROCKWALL CDO II LTD.
 
By:  Highland Capital Management, L.P.,
 
As Collateral Manager
 
By:  Strand Advisors, Inc.,
 
Its General Partner

by
 
/s/   Jason Post
 
Name:  Jason Post
 
Title:    Operations Director

 
 
 
STRATFORD CLO, LTD.
 
By:  Highland Capital Management, L.P.,
 
As Collateral Manager
 
By:  Strand Advisors, Inc.,
 
Its General Partner

by
 
/s/   Jason Post
 
Name:  Jason Post
 
Title:    Operations Director

 
 
 
WESTCHESTER CLO, LTD
 
By:  Highland Capital Management, L.P.,
 
As Collateral Servicer
 
By:  Strand Advisors, Inc.,
 
Its General Partner

by
 
/s/   Jason Post
 
Name:  Jason Post
 
Title:    Operations Director

 
 
 
ABERDEEN LOAN FUNDING LTD
 
By:  Highland Capital Management, L.P.,
 
As Collateral Manager
 
By:  Strand Advisors, Inc.,
 
As General Partner

by
 
/s/   Jason Post
 
Name:  Jason Post
 
Title:    Operations Director

 
 
 
LONGHORN CREDIT FUNDING, LLC
 
By:  Highland Capital Management, L.P.,
 
As Collateral Manager
 
By:  Strand Advisors, Inc.
 
Its General Partner

by
 
/s/   Jason Post
 
Name:  Jason Post
 
Title:    Operations Director

 
 
 
GREENBRIAR CLO, LTD.
 
By:  Highland Capital Management, L.P.,
 
As Collateral Manager
 
By:  Strand Advisors, Inc.
 
Its General Partner

by
 
/s/   Jason Post
 
Name:  Jason Post
 
Title:    Operations Director

 
 
 
REPUBLIC LOAN FUNDING, LTD.
 
By:  Highland Capital Management, L.P.
 
As Collateral Manager
 
By:  Strand Advisors, Inc.,
 
Its General Partner

by
 
/s/   Jason Post
 
Name:  Jason Post
 
Title:    Operations Director

 
 
 
WAVELAND – INGOTS, LTD.
 
By:  Pacific Investment Management Company LLC, as its Investment Advisor

by
 
/s/   Arthur Y.D. Ong
 
Name:  Arthur Y.D. Ong
 
Title:    Executive Vice President

 
 
 
SOUTHPORT CLO, LIMITED
 
By:  Pacific Investment Management Company LLC, as its Investment Advisor

by
 
/s/   Arthur Y.D. Ong
 
Name:  Arthur Y.D. Ong
 
Title:    Executive Vice President

 
 
 
PORTOLA CLO, LTD.
 
By:  Pacific Investment Management Company LLC, as its Investment Advisor

by
 
/s/   Arthur Y.D. Ong
 
Name:  Arthur Y.D. Ong
 
Title:    Executive Vice President

 
 
 
FAIRWAY LOAN FUNDING COMPANY
 
By:  Pacific Investment Management Company LLC, as its Investment Advisor

by
 
/s/   Arthur Y.D. Ong
 
Name:  Arthur Y.D. Ong
 
Title:    Executive Vice President

 
 
 
MAYPORT CLO, LTD.
 
By:  Pacific Investment Management Company LLC, as its Investment Advisor

by
 
/s/   Arthur Y.D. Ong
 
Name:  Arthur Y.D. Ong
 
Title:    Executive Vice President

 
 
 
PIONEER DIVERSIFIED HIGH INCOME TRUST
 
By:  Pioneer Investment Management, Inc.

by
 
/s/   Margaret C. Begley
 
Name:  Margaret C. Begley
 
Title:    Assistant Secretary and
 Associate General Counsel

 
 
 
PIONEER FLOATING RATE FUND
 
By:  Pioneer Investment Management, Inc.,
 
its Advisor

by
 
/s/   Margaret C. Begley
 
Name:  Margaret C. Begley
 
Title:    Assistant Secretary and
 Associate General Counsel

 
 
 
MONTPELIER INVESTMENTS HOLDINGS LTD.
 
By:  Pioneer Institutional Asset Management, Inc.,
 
its Advisor

by
 
/s/   Margaret C. Begley
 
Name:  Margaret C. Begley
 
Title:    Assistant Secretary and
 Associate General Counsel

 
 
 
PROSPERO CLO I, B.V.

by
 
/s/   Ronald M. Grobeck
 
Name:  Ronald M. Grobeck
 
Title:    Managing Director

 
 
 
VERITAS CLO II, LTD

by
 
/s/   Ronald M. Grobeck
 
Name:  Ronald M. Grobeck
 
Title:    Managing Director

 
 
 
WESTWOOD CDO I, LTD

by
 
/s/   Josephine Shin
 
Name:  Josephine Shin
 
Title:    Senior VP

 
 
 
PACIFICA CDO VI, LTD

by
 
/s/   Josephine Shin
 
Name:  Josephine Shin
 
Title:    Senior VP

 
 
 
PACIFICA CDO IV, LTD

by
 
/s/   Josephine Shin
 
Name:  Josephine Shin
 
Title:    Senior VP

 
 
 
PACIFICA CDO II, LTD

by
 
/s/   Josephine Shin
 
Name:  Josephine Shin
 
Title:    Senior VP

 
 
 
PUTNAM VARIABLE TRUST – PVT HIGH YIELD FUND

by
 
/s/   Beth Mazor
 
Name:  Beth Mazor
 
Title:    VP

 
 
 
PUTNAM HIGH YIELD TRUST

by
 
/s/   Beth Mazor
 
Name:  Beth Mazor
 
Title:    VP

 
 
 
PUTNAM FLOATING RATE INCOME FUND

by
 
/s/   Beth Mazor
 
Name:  Beth Mazor
 
Title:    VP

 
 
 
PUTNAM HIGH YIELD ADVANTAGE FUND

by
 
/s/   Beth Mazor
 
Name:  Beth Mazor
 
Title:    VP

 
 
 
BOSTON HARBOR CLO 2004-1 LTD.

by
 
/s/   Beth Mazor
 
Name:  Beth Mazor
 
Title:    VP

 
 
 
INTERPOLIS PENSIOENEN GLOBAL HIGH YIELD POOL

 
By:  THE PUTNAM ADVISORY COMPANY, LLC, on behalf of INTERPOLIS PENSIOENEN GLOBAL HIGH YIELD POOL

by
 
/s/   Angela Patel
 
Name:  Angela Patel
 
Title:    Vice President

 
 
 
IG PUTNAM HIGH YIELD INCOME FUND
 
By:  THE PUTNAM ADVISORY COMPANY, LLC, on behalf of IG PUTNAM HIGH YIELD INCOME FUND

by
 
/s/   Suzanne Deshaies
 
Name:  Suzanne Deshaies
 
Title:    VP

 
 
RIVERSOURCE BOND SERIES, INC. -
 
RIVERSOURCE FLOATING RATE FUND

by
 
/s/ Traci D. Garcia
 
Name:  Traci D. Garcia
 
Title:    Assistant Vice President

 
 
RIVERSOURCE INSTITUTIONAL LEVERAGED LOAN FUND II, L.P.
 
By:  RiverSource Investments, LLC
 
As Investment Manager

by
 
/s/   Donna D. Emmett
 
Name:  Donna D. Emmett
 
Title:    Assistant Secretary

 
 
CENT CDO 12 LIMITED
 
By:  RiverSource Investments,
 
LLC as Collateral Manager

by
 
/s/   Donna D. Emmett
 
Name:  Donna D. Emmett
 
Title:    Lead Business Analyst

 
 
SEQUILS-CENTURION V, LTD.
 
By RiverSource Investments, LLC
 
as Collateral Manager

by
 
/s/   Donna D. Emmett
 
Name:  Donna D. Emmett
 
Title:    Assistant Vice President

 
 
FEDERATED CITY EMPLOYEES’ RETIREMENT SYSTEM
 
by:  Seix Investment Advisors LLC, as Advisor

SAN JOSE POLICE AND FIRE DEPARTMENT RETIREMENT PLAN
 
by:  Seix Investment Advisors LLC, as Advisor
 
by
 
/s/   George Goudelias
 
Name:  George Goudelias
 
Title:    Managing Director

 
 
STICHTING DEPOSITARY APG FIXED INCOME CREDITS POOL, as Lender
 
By:  APG Asset Management US Inc.

by
 
/s/   Michael J. Leiva
 
Name:  Michael J. Leiva
 
Title:    Portfolio Manager

 
 
STONE HARBOR LEVERAGED LOAN PORTFOLIO

by
 
/s/   Beth Semmel
 
Name:  Beth Semmel
 
Title:    Portfolio Manager

 
 
SAN JOAQUIN COUNTY EMPLOYEES’ RETIREMENT ASSOCIATION

by
 
/s/   Beth Semmel
 
Name:  Beth Semmel
 
Title:    Portfolio Manager

 
 
STYX PARTNERS, L.P.
 
By:  Styx Associates LLC, its General Partner

by
 
/s/   Kevin Genda
 
Name:  Kevin Genda
 
Title:    Senior Managing Director

 
 
SYMPHONY CLO I,
 
By:  Symphony Asset Management, LLC

by
 
/s/   James Kim
 
Name:  James Kim
 
Title:    Portfolio Manager

 
 
SYMPHONY CLO VI,
 
By:  Symphony Asset Management, LLC

by
 
/s/   James Kim
 
Name:  James Kim
 
Title:    Portfolio Manager

 
 
SYMPHONY CREDIT OPPORTUNITIES FUND,
 
By:  Symphony Asset Management, LLC

by
 
/s/   James Kim
 
Name:  James Kim
 
Title:    Portfolio Manager

 
 
NUVEEN FLOATING RATE INCOME FUND,
 
By:  Symphony Asset Management, LLC

by
 
/s/   James Kim
 
Name:  James Kim
 
Title:    Portfolio Manager

 
This consent is made severally and not jointly by the following Lenders, acting in each case through the undersigned investment advisor or investment sub-advisor:
 
T. ROWE PRICE INSTITUTIONAL FLOATING RATE FUND
 
JOHN HANCOCK TRUST – SPECTRUM INCOME TRUST
 
JOHN HANCOCK FUNDS II – SPECTRUM INCOME FUND
 
LOCKHEED MARTIN CORPORATION MASTER RETIREMENT TRUST
 
By:  T. Rowe Price Associates, Inc. as investment advisor or investment sub-advisor, as applicable:
 

by
 
/s/   Jonathan D. Siegel
 
Name:  Jonathan D. Siegel
 
Title:    Vice President

 
 
CELERITY CLO LTD.
 
By:  TCW Asset Management Company, as Agent

by
 
/s/   Meric Topbas
 
Name:  Meric Topbas
 
Title:    Vice President

by
 
/s/   G. Wayne Hosang
 
Name:  G. Wayne Hosang
 
Title:    Senior Vice President

 
 
FARAKER INVESTMENT PTE LTD.
 
By:  TCW Asset Management Company, as Manager

by
 
/s/   Meric Topbas
 
Name:  Meric Topbas
 
Title:    Vice President

by
 
/s/   G. Wayne Hosang
 
Name:  G. Wayne Hosang
 
Title:    Senior Vice President

 
 
FIRST 2004-I CLO, LTD.
 
By:  TCW Asset Management Company, as its Collateral Manager

by
 
/s/   Meric Topbas
 
Name:           Meric Topbas
 
Title:           Vice President

by
 
/s/   G. Wayne Hosang
 
Name:  G. Wayne Hosang
 
Title:    Senior Vice President

 
 
FIRST 2004-II CLO, LTD.
 
By:  TCW Asset Management Company, its Collateral Manager

by
 
/s/   Meric Topbas
 
Name:  Meric Topbas
 
Title:    Vice President

by
 
/s/   G. Wayne Hosang
 
Name:  G. Wayne Hosang
 
Title:    Senior Vice President

 
 
ILLINOIS STATE BOARD OF INVESTMENT
 
By:  TCW Asset Management Company, as its Investor Advisor

by
 
/s/   Meric Topbas
 
Name:  Meric Topbas
 
Title:    Vice President

by
 
/s/   G. Wayne Hosang
 
Name:  G. Wayne Hosang
 
Title:    Senior Vice President

 
 
MAC CAPITAL, LTD.
 
By:  TCW Asset Management Company, as its Portfolio Manager

by
 
/s/   Meric Topbas
 
Name:  Meric Topbas
 
Title:    Vice President

by
 
/s/   G. Wayne Hosang
 
Name:  G. Wayne Hosang
 
Title:    Senior Vice President

 
 
MOMENTUM CAPITAL FUND, LTD.
 
By:  TCW Asset Management Company, as its Portfolio Manager

by
 
/s/   Meric Topbas
 
Name:  Meric Topbas
 
Title:    Vice President

by
 
/s/   G. Wayne Hosang
 
Name:  G. Wayne Hosang
 
Title:    Senior Vice President

 
 
PARK AVENUE LOAN TRUST
 
By:  TCW Asset Management Company, as Agent

by
 
/s/   Meric Topbas
 
Name:  Meric Topbas
 
Title:    Vice President

by
 
/s/   G. Wayne Hosang
 
Name:  G. Wayne Hosang
 
Title:    Senior Vice President

 
 
RGA REINSURANCE COMPANY
 
By:  TCW Asset Management Company, as its Investment Advisor

by
 
/s/   Meric Topbas
 
Name:  Meric Topbas
 
Title:    Vice President

by
 
/s/   G. Wayne Hosang
 
Name:  G. Wayne Hosang
 
Title:    Senior Vice President

 
 
SMITHSONIAN INSTITUTION
 
By:  TCW Asset Management Company as Manager

by
 
/s/   Meric Topbas
 
Name:  Meric Topbas
 
Title:    Vice President

by
 
/s/   G. Wayne Hosang
 
Name:  G. Wayne Hosang
 
Title:    Senior Vice President

 
 
TCW CREDIT OPPORTUNITIES FUND I B, L.P.
 
By:  TCW Asset Management Company as Manager

by
 
/s/   Meric Topbas
 
Name:  Meric Topbas
 
Title:    Vice President

by
 
/s/   G. Wayne Hosang
 
Name:  G. Wayne Hosang
 
Title:    Senior Vice President

 
 
TCW CREDIT OPPORTUNITIES FUND, L.P.
 
By:  TCW Asset Management Company as Manager

by
 
/s/   Meric Topbas
 
Name:  Meric Topbas
 
Title:    Vice President

by
 
/s/   G. Wayne Hosang
 
Name:  G. Wayne Hosang
 
Title:    Senior Vice President

 
 
TCW SENIOR SECURED FLOATING RATE LOAN FUND, L.P.
 
By:  TCW Asset Management Company as its Investment

by
 
/s/   Meric Topbas
 
Name:  Meric Topbas
 
Title:    Vice President

by
 
/s/   G. Wayne Hosang
 
Name:  G. Wayne Hosang
 
Title:    Senior Vice President

 
 
TCW SENIOR SECURED LOAN FUND, LP
 
By:  TCW Asset Management Company as its Investment Advisor

by
 
/s/   Meric Topbas
 
Name:  Meric Topbas
 
Title:    Vice President

by
 
/s/   G. Wayne Hosang
 
Name:  G. Wayne Hosang
 
Title:    Senior Vice President

 
 
VELOCITY CLO LTD.
 
By:  TCW Asset Management Company, as Collateral Manager

by
 
/s/   Meric Topbas
 
Name:  Meric Topbas
 
Title:    Vice President

by
 
/s/   G. Wayne Hosang
 
Name:  G. Wayne Hosang
 
Title:    Senior Vice President

 
 
VITESSE CLO LTD.
 
By:  TCW Asset Management Company as its Portfolio Manager

by
 
/s/   Meric Topbas
 
Name:  Meric Topbas
 
Title:    Vice President

by
 
/s/   G. Wayne Hosang
 
Name:  G. Wayne Hosang
 
Title:    Senior Vice President

 
 
WEST BEND MUTUAL INSURANCE COMPANY
 
By:  TCW Asset Management Company, as its Investment Advisor

by
 
/s/   Meric Topbas
 
Name:  Meric Topbas
 
Title:    Vice President

by
 
/s/   G. Wayne Hosang
 
Name:  G. Wayne Hosang
 
Title:    Senior Vice President

 
 
TCW SELECT LOAN FUND, LTD,
 
By:  TCW Asset Management Company, as its Collateral Manager

by
 
/s/   Meric Topbas
 
Name:  Meric Topbas
 
Title:    Vice President

by
 
/s/   G. Wayne Hosang
 
Name:  G. Wayne Hosang
 
Title:    Senior Vice President

 
 
LOAN FUNDING I LLC, a wholly owned subsidiary of Citibank, N.A.

By:  TCW Asset Management Company, as portfolio manager of Loan Funding I LLC
 

by
 
/s/   Meric Topbas
 
Name:  Meric Topbas
 
Title:    Vice President

by
 
/s/   G. Wayne Hosang
 
Name:  G. Wayne Hosang
 
Title:    Senior Vice President

 
 
TELOS CLO 2006-1, LTD
 
By:  Tricadia Loan Management LLC

by
 
/s/   John J. McCormick III
 
Name:  John J. McCormick III
 
Title:    Managing Director

 
 
TELOS CLO 2007-2, LTD
 
By:  Tricadia Loan Management, LLC

by
 
/s/   John J. McCormick III
 
Name:  John J. McCormick III
 
Title:    Managing Director

 
 
VAN KAMPEN SENIOR LOAN FUND
 
By:  Van Kampen Asset Management

by
 
/s/   Philip Yarrow
 
Name:  Philip Yarrow
 
Title:    Executive Director

 
 
VAN KAMPEN SENIOR INCOME TRUST
 
By:  Van Kampen Asset Management

by
 
/s/   Philip Yarrow
 
Name:  Philip Yarrow
 
Title:    Executive Director

 
 
MORGAN STANLEY PRIME INCOME TRUST

by
 
/s/   Scott Fries
 
Name:  Scott Fries
 
Title:    Vice President

 
 
ZODIAC FUND – MORGAN STANLEY US SENIOR LOAN FUND
 
By:  Morgan Stanley Investment Management Inc. as Investment Manager

by
 
/s/   Scott Fries
 
Name:  Scott Fries
 
Title:    Vice President

 
 
VIRTUS MULTI-SECTOR SHORT TERM BOND FUND

by
 
/s/   Kyle Jennings
 
Name:  Kyle Jennings
 
Title:    Managing Director

 
 
VIRTUS SENIOR FLOATING RATE FUND

by
 
/s/   Kyle Jennings
 
Name:  Kyle Jennings
 
Title:    Managing Director

 
 
PHOENIX EDGE SERIES FUND:  PHOENIX MULTI-SECTOR SHORT TERM BOND SERIES

by
 
/s/   Kyle Jennings
 
Name:  Kyle Jennings
 
Title:    Managing Director

 
 
WACHOVIA BANK, N.A.

by
 
/s/   Kent Davis
 
Name:  Kent Davis
 
Title:    Managing Director

 
 
WIND RIVER CLO I LTD.
 
By:  McDonnell Investment Management, LLC, as Manager

by
 
/s/   Kathleen A. Zarn
 
Name:  Kathleen A. Zarn
 
Title:    Vice President

 
WIND RIVER CLO II – TATE INVESTORS, LTD.
 
By:  McDonnell Investment Management, LLC, as Manager
 

by
 
/s/   Kathleen A. Zarn
 
Name:  Kathleen A. Zarn
 
Title:    Vice President

 
 
GANNETT PEAK CLO I, LTD.
 
By:  McDonnell Investment Management, LLC, as Investment Manager

by
 
/s/   Kathleen A. Zarn
 
Name:  Kathleen A. Zarn
 
Title:    Vice President

 
 
ILLINOIS STATE BOARD OF INVESTMENT
 
By:  McDonnell Investment Management, LLC, as Manager

by
 
/s/   Kathleen A. Zarn
 
Name:  Kathleen A. Zarn
 
Title:    Vice President



 
 
 

   
Aggregate Amount
 
Tranche 2 Term Loans
  $ 300,000,000.00  

 

 
The aggregate principal amount of Term Loans of all the Lenders that shall convert into Tranche 2 Term Loans pursuant to Amendment No. 2 dated as of October 23, 2009, to which this Schedule 2.01A is attached is set forth above.

With respect to each Lender, the aggregate principal amount of the Term Loans of such Lender that shall convert into Tranche 2 Term Loans of such Lender pursuant to such Amendment No. 2 is set forth in the Term Extension Election Form previously delivered by such Lender to the Administrative Agent (or its counsel), copies of which are on file with the Administrative Agent, subject to the pro rata adjustment described in the next paragraph.  It is understood and agreed that, with respect to each Lender, the aggregate principal amount of the Term Loans of such Lender that is set forth in the Term Extension Election Form previously delivered by such Lender to the Administrative Agent (or its counsel) shall constitute, for all purposes of such Amendment No. 2 and subject to the pro rata adjustment described in the next paragraph, the amount set forth on this Schedule 2.01A opposite the name of such Lender.

For purposes of the foregoing, the aggregate principal amount of the Term Loans of any Lender set forth in the Term Extension Election Form previously delivered by such Lender to the Administrative Agent (or its counsel) shall be deemed to be the product of (a) the amount as so set forth and (b) a fraction of which the numerator is $300,000,000 and the denominator is the aggregate principal amount of the Term Loans of all the Lenders set forth in the Term Extension Election Forms delivered by the Lenders to the Administrative Agent (or its counsel).  The records of the Administrative Agent with respect to the matters set forth on this Schedule 2.01A shall be conclusive and binding on the Lenders, absent manifest error.


 
 
 

Restated Credit Agreement
 
EXHIBIT A
 
 
AMENDED AND RESTATED CREDIT AGREEMENT
dated as of
March 10, 2006,
as amended and restated as of October 23, 2009,
among
HEALTHSOUTH CORPORATION,
The Lenders Party Hereto,
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
and Collateral Agent,
CITICORP NORTH AMERICA, INC.
and
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
as Co-Syndication Agents,
and
DEUTSCHE BANK SECURITIES INC.,
GOLDMAN SACHS CREDIT PARTNERS L.P.,
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agents
___________________________
 
J.P. MORGAN SECURITIES INC.             CITIGROUP GLOBAL MARKETS INC.
MERRILL LYNCH & CO.,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
as Co-Lead Arrangers and Joint Bookrunners
 
 
 

 
 
 

TABLE OF CONTENTS
 
Page
 
ARTICLE I
 

 
Definitions
 
SECTION 1.01.  Defined Terms
2
SECTION 1.02.  Classification of Loans and Borrowings
50
SECTION 1.03.  Terms Generally
50
SECTION 1.04.  Accounting Terms; GAAP
50
SECTION 1.05.  Senior Debt Status
51
ARTICLE II
 

 
The Credits
 
SECTION 2.01.  Term Loans; Revolving Commitments
52
SECTION 2.02.  Loans and Borrowings
52
SECTION 2.03.  Requests for Revolving Borrowings
53
SECTION 2.04.  Swingline Loans
54
SECTION 2.05.  Letters of Credit
55
SECTION 2.06.  Funding of Borrowings
68
SECTION 2.07.  Interest Elections
69
SECTION 2.08.  Termination and Reduction of Commitments
70
SECTION 2.09.  Repayment of Loans; Evidence of Debt
71
SECTION 2.10.  Amortization and Repayment of Term Loans
72
SECTION 2.11.  Prepayment of Loans; Cash Collateralization of Letters of Credit
73
SECTION 2.12.  Fees
76
SECTION 2.13.  Interest..
78
SECTION 2.14.  Alternate Rate of Interest
79
SECTION 2.15.  Increased Costs
79
SECTION 2.16.  Break Funding Payments
80
SECTION 2.17.  Taxes
81
SECTION 2.18.  Payments Generally; Pro Rata Treatment; Sharing of Setoffs
83
SECTION 2.19.  Mitigation Obligations; Replacement of Lenders
85
SECTION 2.20.  Additional and Converted Loans and Commitments
86
ARTICLE III
 

 
Representations and Warranties
 
SECTION 3.01.  Organization and Authority
89
SECTION 3.02.  Execution; No Conflicts
90
SECTION 3.03.  Solvency
90
SECTION 3.04.  Subsidiaries
91
SECTION 3.05.  Ownership Interests
91
SECTION 3.06.  Financial Condition
91
SECTION 3.07.  Title to Properties
92
SECTION 3.08.  Taxes
92
SECTION 3.09.  Other Agreements
93
SECTION 3.10.  Litigation
94
SECTION 3.11.  Margin Stock
94
SECTION 3.12.  Investment Company Status
94
SECTION 3.13.  Intellectual Property
94
SECTION 3.14.  No Untrue Statement
95
SECTION 3.15.  No Consents, Etc
95
SECTION 3.16.  ERISA
95
SECTION 3.17.  No Default
95
SECTION 3.18.  Environmental Matters
95
SECTION 3.19.  Employment Matters
96
SECTION 3.20.  Reimbursement from Third Party Payors
96
SECTION 3.21.  Compliance with Laws
96
SECTION 3.22.  Insurance
97
SECTION 3.23.  Collateral Matters
97
ARTICLE IV
 

 
Conditions
 
SECTION 4.01.  Effective Date
98
SECTION 4.02.  Each Credit Event
98
ARTICLE V
 

 
Affirmative Covenants
 
SECTION 5.01.  Financial Statements, Reports, Etc
99
SECTION 5.02.  Maintain Properties
102
SECTION 5.03.  Existence, Qualification, Etc
102
SECTION 5.04.  Regulations and Obligations
102
SECTION 5.05.  Insurance
103
SECTION 5.06.  True Books
103
SECTION 5.07.  Right of Inspection
103
SECTION 5.08.  Observe All Laws
103
SECTION 5.09.  Governmental Licenses
104
SECTION 5.10.  Notice of Material Events
104
SECTION 5.11.  Suits or Other Proceedings
104
SECTION 5.12.  Notice of Discharge of Hazardous Material or Environmental Complaint
104
SECTION 5.13.  Information Regarding Collateral
104
SECTION 5.14.  Further Assurances
105
SECTION 5.15.  Intentionally Omitted.
106
SECTION 5.16.  Hedging Arrangements
106
ARTICLE VI
 

 
Negative Covenants
   
SECTION 6.01.  Financial Covenants
107
SECTION 6.02.  Investments
108
SECTION 6.03.  Indebtedness; Subsidiary Preferred Stock
109
SECTION 6.04.  Disposition of Assets
110
SECTION 6.05.  Fundamental Changes
112
SECTION 6.06.  Liens
112
SECTION 6.07.  Restrictive Agreements
113
SECTION 6.08.  Acquisitions
114
SECTION 6.09.  Restricted Payments; Certain Prepayments of Indebtedness
115
SECTION 6.10.  Compliance with ERISA
117
SECTION 6.11.  Fiscal Year
118
SECTION 6.12.  Dissolution, etc
118
SECTION 6.13.  Transactions with Affiliates
118
SECTION 6.14.  Sale and Leaseback Transactions
119
SECTION 6.15.  Swap Agreements
119
SECTION 6.16.  Management Contracts
119
SECTION 6.17.  Use of Proceeds
120
SECTION 6.18.  Amendment of Material Agreements
120
SECTION 6.19.  Capital Expenditures
120
ARTICLE VII
 

 
Events of Default
 
Events of Default
121
ARTICLE VIII
 

 
The Agents
 
ARTICLE IX
 

 
Miscellaneous
 
SECTION 9.01.  Notices
127
SECTION 9.02.  Waivers; Amendments
128
SECTION 9.02A.  Concerning Certain Amendments
129
SECTION 9.03.  Expenses; Indemnity; Damage Waiver
130
SECTION 9.04.  Successors and Assigns
131
SECTION 9.05.  Survival
135
SECTION 9.06.  Counterparts; Integration; Effectiveness
136
SECTION 9.07.  Severability
136
SECTION 9.08.  Right of Setoff
137
SECTION 9.09.  Governing Law; Jurisdiction; Consent to Service of Process.
137
SECTION 9.10.  WAIVER OF JURY TRIAL
138
SECTION 9.11.  Headings
138
SECTION 9.12.  Confidentiality
138
SECTION 9.13.  Additional Agents
139
SECTION 9.14.  Release of Subsidiary Loan Parties and Collateral
139
SECTION 9.15.  Patriot Act
140
SECTION 9.16.  No Fiduciary Relationship
140
SECTION 9.17.  Non-Public Information
141
SECTION 9.18.  Amendment of Security Documents; Intercreditor Agreement
141

 
 
 

SCHEDULES :
 
Schedule 1.01A -- Existing Indebtedness
 
Schedule 1.01B -- Existing Note Indentures
 
Schedule 1.01C – Specified Properties
 
Schedule 2.01 -- Commitments and Synthetic LC Deposits
 
Schedule 2.05 -- Existing Letters of Credit
 
Schedule 3.04 -- Subsidiaries
 
Schedule 3.05 -- Ownership Interests
 
Schedule 3.06 -- Financial Condition
 
Schedule 3.09 -- Other Agreements
 
Schedule 3.10 -- Litigation
 
Schedule 3.13 -- Intellectual Property
 
Schedule 3.18 -- Environmental Matters
 
Schedule 3.19 -- Employment Matters
 
Schedule 3.21 -- Compliance with Laws
 
Schedule 5.14 -- Specified Deposit Accounts
 
Schedule 6.02 -- Investments
 
Schedule 6.06 -- Liens
 
Schedule 6.07 -- Restrictive Agreements
 
EXHIBITS :
 
Exhibit A  --
Form of Assignment and Assumption
 
Exhibit B  --
Form of Perfection Certificate
 
Exhibit C  --
[Reserved]
 
Exhibit D  --
Form of Monthly Financial Package
 

 


 
 
 
 
 
 
EXHIBIT A

AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 10, 2006, as amended and restated as of October 23, 2009 (this “ Agreement ”), among HEALTHSOUTH CORPORATION; the LENDERS party hereto; JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent; CITICORP NORTH AMERICA, INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Co-Syndication Agents; and DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS CREDIT PARTNERS L.P. and WACHOVIA BANK, NATIONAL ASSOCIATION , as Co-Documentation Agents.
 
On the Original Effective Date (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I), (a) the Original Term Lenders extended to the Borrower credit in the form of Original Term Loans in an aggregate principal amount of $2,050,000,000 and (b) the Original Revolving Lenders and the Original Synthetic LC Lenders agreed to extend to the Borrower credit in the form of Original Revolving Loans, Swingline Loans and Letters of Credit in an aggregate principal or stated amount at any time outstanding not in excess of $500,000,000.  The proceeds of the Original Term Loans and the Original Revolving Loans made on the Original Effective Date were used, together with the proceeds of the Interim Loans and the Preferred Stock Offering, (i) to repurchase Existing Notes to the extent tendered pursuant to the Note Tender Offer or other transaction or series of transactions, (ii) to repay all outstanding loans and other amounts due under the Existing Senior Secured Credit Agreement, the Existing Senior Subordinated Credit Agreement and the Existing Term Loan Agreement and (iii) to pay fees and expenses related to the foregoing.
 
The proceeds of the Loans made after the Original Effective Date have been or will be used for general corporate purposes of the Borrower and the Subsidiaries, including the repayment or repurchase, at or prior to maturity, of Existing Notes not acquired pursuant to the Note Tender Offer; provided that proceeds of Revolving Loans have not been, and will not be, used to repay Term Loans.  Letters of Credit have been and will be used in the ordinary course of business of the Borrower and the Subsidiaries to secure workers’ compensation and other insurance coverages and for general corporate purposes of the Borrower and the Subsidiaries.
 
On the Restatement Effective Date, (a) certain Original Term Loans have been converted to Tranche 2 Term Loans pursuant to the Restatement Agreement, and all other Original Term Loans have been redesignated as Tranche 1 Term Loans, (b) the Original Revolving Commitments and the Original Revolving Loans have been redesignated as Tranche 1 Revolving Commitments and Tranche 1 Revolving Loans, (c) the Original Synthetic LC Commitments and the Original Synthetic Deposits have been redesignated as Tranche 1 Synthetic LC Commitments and Tranche 1 Synthetic Deposits and (d) the Original Credit Agreement has been amended and restated in the form of this Agreement.
 
Accordingly, the parties hereto agree as follows:
 
ARTICLE I
 

 
Definitions
 
SECTION 1.01.   Defined Terms.   As used in this Agreement, the following terms have the meanings specified below:
 
“ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.
 
“ Acceptable Appraiser ” means an investment banking firm or other valuation consultant mutually acceptable to the Borrower and the Administrative Agent and not an Affiliate of the Borrower or the Administrative Agent; provided , however , in the event the Borrower and the Administrative Agent are unable to agree on an Acceptable Appraiser, then each of the Borrower and the Administrative Agent shall select their own investment banking firm or valuation consultant, and such investment banking firms or other valuation consultants shall select an Acceptable Appraiser; provided further that in the event either the Borrower or the Administrative Agent do not make such selection at least 15 days prior to the date the applicable financial statements are due pursuant to Section 5.01(a), 5.01(b)(ii) or 5.01(b)(iii), the selection by the other Person shall be the Acceptable Appraiser.
 
“ Acquired Indebtedness ” means (i) with respect to any Person that becomes a Subsidiary after the Original Effective Date, Indebtedness of such Person and its subsidiaries existing at the time such Person becomes a Subsidiary and (ii) with respect to the Borrower or any Subsidiary, any Indebtedness assumed by the Borrower or any Subsidiary in connection with the acquisition of an asset from another Person, in each case to the extent such Indebtedness was not created in contemplation of such Person becoming a Subsidiary or such acquisition.
 
“ Additional Commitment Amendment ” has the meaning assigned to such term in Section 2.20(c).
 
“ Additional Tranche Amendment ” has the meaning assigned to such term in Section 2.20(b).
 
“ Additional Tranche Loan ” means an Additional Tranche Revolving Loan or an Additional Tranche Term Loan.
 
“ Additional Tranche Maturity Date ” means an Additional Tranche Revolving Credit Maturity Date, an Additional Tranche Synthetic LC Maturity Date or an Additional Tranche Term Maturity Date.
 
“ Additional Tranche Revolving Availability Period ” means, with respect to the Additional Tranche Revolving Commitments of any Class, the period from the establishment of such Additional Tranche Revolving Commitments to but excluding the earlier of the Additional Tranche Revolving Credit Maturity Date applicable to such Additional Tranche Revolving Commitments and the date of termination of such Additional Tranche Revolving Commitments.
 
“ Additional Tranche Revolving Commitment ” of any Class means a revolving commitment made, or resulting from the conversion of an existing Revolving Commitment, pursuant to Section 2.20 and designated as an “Additional Tranche Revolving Commitment” of such Class pursuant to the applicable Additional Tranche Amendment.
 
“ Additional Tranche Revolving Credit Maturity Date ” means, with respect to Additional Tranche Revolving Commitments of any Class, the date specified as the scheduled final termination date of the Additional Tranche Revolving Commitments of such Class in the applicable Additional Tranche Amendment.
 
“ Additional Tranche Revolving Exposure ” means, with respect to any Lender with an Additional Tranche Revolving Commitment of any Class at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans of such Class and the portions of such Lender’s Revolving LC Exposure and Swingline Exposure attributable to such Additional Tranche Revolving Commitment at such time.
 
“ Additional Tranche Revolving Loan ” means a revolving loan made pursuant to an Additional Tranche Revolving Commitment or resulting from the conversion of an existing Revolving Loan pursuant to Section 2.20.
 
“ Additional Tranche Synthetic Deposit ” means, with respect to each Lender, the initial amount, if any, on deposit in any Additional Tranche Synthetic Deposit Account to the credit of such Lender’s Sub-Account, as such amount may be (a) reduced from time to time pursuant to Section 2.05 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.
 
“ Additional Tranche Synthetic Deposit Account ” has the meaning assigned to such term in Section 2.05(n).
 
“ Additional Tranche Synthetic LC Availability Period ” means, with respect to the Additional Tranche Synthetic LC Commitments of any Class, the period from the establishment of such Additional Tranche LC Synthetic Commitments to but excluding the earlier of the Additional Tranche Synthetic LC Maturity Date applicable to such Additional Tranche Synthetic LC Commitments and the date of termination of such Additional Tranche Synthetic LC Commitments.
 
“ Additional Tranche Synthetic LC Commitment ” of any Class means a synthetic LC commitment resulting from the conversion of an existing Synthetic LC Commitment pursuant to Section 2.20 and designated as an “Additional Synthetic LC Commitment” of such Class pursuant to the applicable Additional Tranche Amendment.
 
“ Additional Tranche Synthetic LC Exposure ” means, with respect to any Lender at any time, the portion of its Synthetic LC Exposure attributable to its Additional Tranche Synthetic LC Commitment of any Class at such time.
 
“ Additional Tranche Synthetic LC Lender ” means a Lender having an Additional Tranche Synthetic Deposit or any Additional Tranche Synthetic LC Exposure.
 
“ Additional Tranche Synthetic LC Maturity Date ” means, with respect to Additional Tranche Synthetic LC Commitments of any Class, the date specified as the scheduled final termination date of the Additional Tranche Synthetic LC Commitments of such Class in the applicable Additional Tranche Amendment.
 
“ Additional Tranche Term Lender ” means a Lender with an outstanding Additional Tranche Term Loan.
 
“ Additional Tranche Term Loan ” means a term loan of a new Class made, or resulting from the conversion of an existing Term Loan, pursuant to Section 2.20.
 
“ Additional Tranche Term Maturity Date ” means, with respect to Additional Tranche Term Loans of any Class, the date specified as the scheduled final maturity date of the Additional Tranche Term Loans of such Class in the applicable Additional Tranche Amendment.
 
“ Adjusted Consolidated EBITDA ” of any Person means Consolidated Net Income of such Person plus the sum for such Person of (a) Consolidated Income Tax Expense, (b) Consolidated Depreciation Expense, (c) Consolidated Amortization Expense, (d) Consolidated Interest Expense, (e) all other unusual non-cash items or non-recurring non-cash items reducing Consolidated Net Income of such Person and its subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that cash expenditures, to the extent made in respect of items to which the charges referred to in this clause (e) relate, in an aggregate amount in excess of $10,000,000 for any period of four consecutive fiscal quarters shall be deducted in determining Adjusted Consolidated EBITDA for the period during which such expenditures are made, (f) any restructuring charges in respect of legal fees associated with the government, class-action and shareholder derivative litigation disclosed on Schedule 3.10, (g) fees, costs and expenses related to the Original Transactions and the Senior Notes Offering, (h) any losses from discontinued operations and closed locations, (i) costs and expenses related to the settlement of the Shareholder Litigation, (j) any fees and expenses incurred in connection with the Specified Divestitures, Amendment No. 1 and Amendment No. 2 to this Agreement, including charges in respect of professional fees for preparation of audited carve-out financial statements for the business units of the Borrower to be divested as part of the Specified Divestitures, and (k) charges in respect of professional fees for reconstruction and restatement of financial statements (including matters related to internal controls and documentation) that relate to the Fiscal Years ended December 31, 2000, 2001, 2002, 2003, 2004 and 2005 and the fiscal quarters occurring during such Fiscal Years, in each case determined on a consolidated basis in accordance with GAAP, and less all unusual non-cash items or non-recurring non-cash items to the extent increasing Consolidated Net Income of such Person and its subsidiaries, determined on a consolidated basis in accordance with GAAP, in each case, for such Person’s prior four full fiscal quarters for which financial results have been reported immediately prior to the determination date.
 
“ Adjusted LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.
 
“ Administrative Agent ” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.
 
“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
 
“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
 
“ Affiliate Transaction ” has the meaning assigned to such term in Section 6.13(a).
 
“ Agent/Arranger Parties ” has the meaning assigned to such term in Section 9.03(a).
 
“ Agents ” means the Administrative Agent and the Collateral Agent.
 
“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1%.  Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.
 
“ Applicable Aggregate Revolving Percentage ” means, with respect to any Lender at any time, the percentage of the total Revolving Commitments represented by such Lender’s Revolving Commitments at such time.  If (a) the Revolving Commitments of any Class have terminated (other than pursuant to Article VII) in accordance with the terms hereof, the Applicable Aggregate Revolving Percentage shall be determined without giving effect to the Revolving Commitments of such Class, and (b) the Revolving Commitments of all Classes have terminated (or the Revolving Commitments of any Class have terminated pursuant to Article VII), the Applicable Aggregate Revolving Percentage shall be determined based upon the Revolving Commitments (or the Revolving Commitments of such Class) most recently in effect, giving effect to any assignments.
 
“ Applicable Aggregate Synthetic LC Percentage ” means, with respect to any Lender at any time, the percentage of the total Synthetic LC Commitments represented by such Lender’s Synthetic LC Commitments at such time.  If (a) the Synthetic LC Commitments of any Class have terminated (other than pursuant to Article VII) in accordance with the terms hereof, the Applicable Aggregate Synthetic LC Percentage shall be determined without giving effect to the Synthetic LC Commitments of such Class, and (b) the Synthetic LC Commitments of all Classes have terminated (or the Synthetic LC Commitments of any Class have terminated pursuant to Article VII), the Applicable Aggregate Synthetic LC Percentage shall be determined based upon the Synthetic LC Commitments (or the Synthetic LC Commitments of such Class) most recently in effect, giving effect to any assignments.
 
“ Applicable Pari Passu Prepayment Percentage ” means, at any time, the fraction (expressed as a percentage) of which the numerator is the aggregate principal amount of the Term Loans outstanding at such time and the denominator is the aggregate principal amount of the Term Loans and Pari Passu Indebtedness outstanding at such time.
 
“ Applicable Prepayment Amount ” means, (a) with respect to the Net Proceeds realized in connection any Prepayment Event described in clause (g), (h), (i),  (j) or (k) of the definition of such term, 100% thereof and (b) with respect to the Net Proceeds realized in connection with any other Prepayment Event, an amount equal to the amount of such Net Proceeds minus the sum, for each series of Pari Passu Indebtedness, of the lesser of (i) the amount of such Net Proceeds multiplied by a fraction of which the numerator is the outstanding aggregate principal amount of such Pari Passu Indebtedness and the denominator is the sum of the aggregate principal amount of all Pari Passu Indebtedness and all Term Loans, in each case at the time of occurrence of such Prepayment Event, and (ii) the amount of such Net Proceeds required, or that may at the election of the holders of such Pari Passu Indebtedness be required, under the terms of the applicable Pari Passu Indebtedness Documents to be applied to prepay, repurchase or redeem such Pari Passu Indebtedness.
 
“ Applicable Rate ” means, for any day, (a) with respect to any Tranche 1 Term Loan, 2.25% per annum in the case of any Eurodollar Loan and 1.25% per annum in the case of any ABR Loan, (b) with respect to any Tranche 2 Term Loan, subject to Section 2.20(h), 3.75% per annum in the case of any Eurodollar Loan and 2.75% per annum in the case of any ABR Loan, (c) with respect to any Tranche 1 Revolving Loan and Tranche 1 Revolving Commitment, the applicable rate per annum set forth below under the caption “ABR Spread”, “Eurodollar Spread” or “Commitment Fee”, as the case may be, based upon the Borrower’s Leverage Ratio as of the most recent determination date, and (d) with respect to any Additional Tranche Term Loan, Additional Tranche Revolving Loan or Additional Tranche Revolving Commitment, the rate set forth in the applicable Additional Tranche Amendment:
 
Leverage Ratio:
ABR
Spread
Eurodollar
Spread
Commitment
Fee
Category 1
> 5.0 to 1
225
325
50
Category 2
<5.0 to 1 and > 4.0 to 1
200
300
50
Category 3
<4.0 to 1 and > 3.0 to 1
175
275
50
Category 4
<3.0 to 1
150
250
37.5
Except as set forth below, the Leverage Ratio used on any date to determine the Applicable Rate shall be that in effect at the end of the most recent fiscal quarter ended prior to such date for which financial statements have been delivered pursuant to Section 5.01; provided that (a) if any annual or quarterly financial statements required to have been delivered under Section 5.01 shall not have been delivered, the Applicable Rate with respect to Tranche 1 Revolving Loans and Tranche 1 Revolving Commitments shall, until such financial statements shall have been delivered, be determined by reference to Category 1 in the above table and (b) in the event of the incurrence of any Additional Tranche Term Loans, the Leverage Ratio used on any date on or after the date of such incurrence and prior to the date of delivery pursuant to Section 5.01 of the financial statements for the fiscal quarter during which such incurrence has occurred shall reflect the incurrence of such Additional Tranche Term Loans.  In the event that any financial statement or certificate delivered pursuant to Section 5.01 shall prove to have been inaccurate (regardless of whether the Commitments are in effect or any Loans or Letters of Credit are outstanding when such inaccuracy is discovered), and such inaccuracy shall have resulted in the payment of any interest or fees at rates lower than those that were in fact applicable for any period (based on the Borrower’s actual Leverage Ratio), then the Borrower shall promptly deliver to the Administrative Agent a corrected financial statement or certificate, as the case may be, and pay to the Administrative Agent, for distribution to the Lenders (or former Lenders) as their interests may appear, the accrued interest or fees that should have been paid but were not paid as a result of the inaccuracy of such financial statement or certificate (it being understood that nothing in this sentence shall limit the rights of the Administrative Agent or the Lenders under Section 2.13(c) or Article VII).
 
“ Applicable Tranche Revolving Percentage ” means, with respect to a Revolving Lender of any Class in respect of its Revolving Commitment of such Class, the percentage of the aggregate Revolving Commitments of such Class represented by such Revolving Lender’s Revolving Commitment of such Class.
 
“ Applicable Tranche Synthetic LC Percentage ” means, with respect to a Synthetic LC Lender of any Class, the percentage of the aggregate Synthetic LC Commitments of such Class represented by such Synthetic LC Lender’s Synthetic LC Commitment of such Class.  If the Synthetic LC Commitments of any Class have terminated, the Applicable Tranche Synthetic LC Percentage with respect to Synthetic LC Lenders of such Class shall be determined based upon the Synthetic LC Commitments of such Class most recently in effect, giving effect to any assignments.
 
“ Approved Fund ” has the meaning assigned to such term in Section 9.04(b).
 
“ Asset Sale ” with respect to any Person, means the sale, conveyance or other disposition (including, by merger or consolidation, and whether by operation of law or otherwise) of any of such Person’s assets (including the sale or other disposition of Equity Interests of any subsidiary of such Person, whether by such Person or by such subsidiary), whether owned on the Original Effective Date or subsequently acquired, in one transaction or a series of related transactions, in which such Person and/or its subsidiaries shall sell, lease, convey or otherwise dispose of: (i) all or substantially all of the Equity Interests of any of such Person’s subsidiaries; (ii) assets which constitute all or substantially all of any division or line of business of such Person or any of its subsidiaries; (iii) accounts receivable of such Person; or (iv) any other assets of or Equity Interests held by such Person or any of its subsidiaries other than inventory and supplies in the ordinary course of business; provided , however , that the following shall not constitute Asset Sales: (a) transactions between the Borrower and any of its Subsidiaries or among such Subsidiaries; (b) any Restricted Payment permitted by Section 6.09 or any Permitted Investment; (c) the creation of any Lien permitted by Section 6.06; (d) sales of damaged, worn-out, or obsolete equipment or assets that, in the Borrower’s reasonable judgment, are no longer either used or useful in the business of the Borrower or any Subsidiary; (e) any Birmingham Hospital Transaction; or (f) sales of other assets so long as the aggregate consideration received in any such sale or series of related sales does not exceed $1,000,000.
 
“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.
 
“ Attributable Indebtedness ” when used with respect to any Sale and Leaseback Transaction means, as at the time of determination, the present value (discounted at a rate equivalent to the interest rate implicit in the lease, compounded on a semiannual basis) of the total obligations of the lessee for rental payments, after excluding all amounts required to be paid on account of maintenance and repairs, insurance, taxes, utilities and other similar expenses payable by the lessee pursuant to the terms of the lease, during the remaining term of the lease included in any such Sale and Leaseback Transaction or until the earliest date on which the lessee may terminate such lease without penalty or upon payment of a penalty (in which case the rental payments shall include such penalty); provided , that the Attributable Indebtedness with respect to a Sale and Leaseback Transaction shall be no less than the fair market value of the property subject to such Sale and Leaseback Transaction; and provided further that, with respect to the Borrower or any Subsidiary, the Attributable Indebtedness incurred in connection with the Digital Hospital Transaction shall be limited to Indebtedness incurred on a recourse basis by the Borrower or a Subsidiary (other than a joint venture formed for the purpose of owning, running, operating or managing the Digital Hospital) or Indebtedness with respect to which the Borrower or any Subsidiary is otherwise liable on a recourse basis.
 
“ Benchmark LIBO Rate ” has the meaning assigned to such term in Section 2.05(q).
 
“ Birmingham Hospital Transactions ” means, collectively, the sale of the Downtown Birmingham Medical Center and, to the extent required in connection therewith, the acquisition of, and the buyout of leases with respect to, such property and Sale and Leaseback Transactions with Healthcare Realty Trust Incorporated and HR Acquisition of Alabama, Inc., in each case to the extent consummated within six months after the Original Effective Date.
 
“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.
 
“ Board of Directors ” means, with respect to any Person, the board of directors or similar governing body of such Person or any duly authorized committee thereof.
 
“ Borrower ” means HealthSouth Corporation, a Delaware corporation.
 
“ Borrowing ” means Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.
 
“ Borrowing Request ” means a request by the Borrower for a Borrowing in accordance with Section 2.03.
 
“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “ Business Day ” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.
 
“ Capital Expenditures ” means, for any period, without duplication, (a) the additions to property, plant and equipment and other capital expenditures of the Borrower and the Subsidiaries that are (or would be) set forth in a consolidated statement of cash flows of the Borrower for such period prepared in accordance with GAAP and (b) Capitalized Lease Obligations incurred by the Borrower and the Subsidiaries during such period.
 
“ Capitalized Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.
 
“ Cash Collateralized Letter of Credit ” has the meaning assigned to such term in Section 2.05(c).
 
“ Change in Law ” means (a) the adoption of any law, rule or regulation after the Original Effective Date, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Original Effective Date or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or such Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Original Effective Date.
 
“ Change of Control ” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any person or group (within the meaning of the Exchange Act), of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower; (b) if, during any period of up to 24 consecutive months, commencing on the Original Effective Date, individuals who at the beginning of such period (together with any new directors whose election or whose nomination for election by the stockholders was approved by a vote of 66- ⅔% of the directors then still in office who were either directors at the beginning of such period or whose election or nomination was previously so approved) were directors of the Borrower shall cease for any reason (other than the death, disability or retirement of an officer of the Borrower that is serving as a director at such time so long as another officer of the Borrower replaces such Person as a director) to constitute a majority of the Board of Directors of the Borrower; (c) the acquisition of direct or indirect Control of the Borrower by any Person or group; or (d) any other event that constitutes a “change of control” or similar event, however denominated, under the Senior Notes Indenture or any other agreement or instrument evidencing or governing any Material Indebtedness or any Preferred Stock of the Borrower issued in the Preferred Stock Offering.
 
“ Class ” refers (a) when used in reference to any Loan or Borrowing, to whether such Loan, or the Loans comprising such Borrowing, are Tranche 1 Term Loans, Tranche 2 Term Loans, Additional Tranche Term Loans of any “Class” (as designated in the applicable Additional Tranche Amendment), Tranche 1 Revolving Loans or Additional Tranche Revolving Loans of any “Class” (as designated in the applicable Additional Tranche Amendment), (b) when used in reference to any Commitment, to whether such Commitment is a Tranche 1 Revolving Commitment, an Additional Tranche Revolving Commitment of any “Class” (as designated in the applicable Additional Tranche Amendment), a Tranche 1 Synthetic LC Commitment or the Additional Tranche Synthetic LC Commitment of any “Class” (as designated in the applicable Additional Tranche Amendment), (c) when used in reference to any Letter of Credit, to whether such Letter of Credit is a Revolving Letter of Credit or a Syndicated Letter of Credit, (d) when used in reference to any Revolving Exposure, to whether such Revolving Exposure is a Tranche 1 Revolving Exposure or an Additional Tranche Revolving Exposure attributable to Additional Tranche Revolving Commitments of any Class described in clause (b) above, (e) when used in reference to any Synthetic Deposit, to whether such Synthetic Deposit is a Tranche 1 Synthetic Deposit or an Additional Tranche Synthetic Deposit of any “Class” (as designated in the applicable Additional Tranche Amendment) and (f) when used with respect to any Lender, whether such Lender has a Loan, a Commitment, a Revolving Exposure or a Synthetic Deposit of a particular Class described in clauses (a) through (e) above.
 
“ Class A Excluded Equity Interest ” has the meaning assigned to such term in the definition of “Excluded Equity Interest”.
 
“ Class A Excluded Subsidiary ” has the meaning assigned to such term in the definition of “Excluded Subsidiary”.
 
“ Class B Excluded Equity Interest ” has the meaning assigned to such term in the definition of “Excluded Equity Interest”.
 
“ Class B Excluded Subsidiary ” has the meaning assigned to such term in the definition of “Excluded Subsidiary”.
 
“ Class C Excluded Subsidiary ” has the meaning assigned to such term in the definition of “Excluded Subsidiary”.
 
“ Class D Excluded Subsidiary ” has the meaning assigned to such term in the definition of “Excluded Subsidiary”.
 
“ CLO ” has the meaning assigned to such term in Section 9.04(b).
 
“ CMS ” means the Centers for Medicare and Medicaid Services and any successor thereto.
 
“ Co-Documentation Agent ” means each of Deutsche Bank Securities Inc., Goldman Sachs Credit Partners L.P. and Wachovia Bank, National Association , in each case in its capacity as co-documentation agent hereunder.
 
“ Co-Syndication Agent ” means each of Citicorp North America, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in each case in its capacity as co-syndication agent hereunder.
 
“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.
 
“ Collateral ” means any and all “Collateral”, and terms of similar import, as defined in any applicable Security Document.
 
“ Collateral Agent ” shall mean JPMorgan Chase Bank, N.A., in its capacity as collateral agent hereunder and under the Security Documents.
 
“ Collateral and Guarantee Agreement ” means the Collateral and Guarantee Agreement dated as of March 10, 2006, among the Borrower, the Subsidiary Loan Parties and the Collateral Agent, as such agreement may be amended pursuant to Section 9.18 to extend the benefits thereof to the Pari Passu Indebtedness or as otherwise permitted in accordance with the terms thereof.
 
“ Collateral and Guarantee Requirement ” means, at any time, the requirement that:
 
(a)   the Administrative Agent shall have received from the Borrower and each Subsidiary (other than the Excluded Subsidiaries) either (i) a counterpart of the Collateral and Guarantee Agreement duly executed and delivered on behalf of the Borrower or such Subsidiary or (ii) in the case of any Subsidiary that becomes a Loan Party after the Original Effective Date, a supplement to the Collateral and Guarantee Agreement, in the form specified therein, duly executed and delivered on behalf of such Subsidiary;
 
(b)   all outstanding Equity Interests (other than Excluded Equity Interests) of each Subsidiary or other Person owned by or on behalf of any Loan Party shall have been pledged to the extent required by the Collateral and Guarantee Agreement as security for the Obligations, and the Administrative Agent shall have received certificates or other instruments representing all such Equity Interests, to the extent such Equity Interests are evidenced by physical certificates or other instruments, together with stock powers or other instruments of transfer with respect thereto endorsed in blank;
 
(c)   all Indebtedness of the Borrower and each Subsidiary that is owing to any Loan Party (i) shall have been pledged under the Collateral and Guarantee Agreement as security for the Obligations and (ii) to the extent required by the Collateral and Guarantee Agreement, shall be evidenced by a promissory note in form and substance reasonably satisfactory to the Administrative Agent (except for any such Indebtedness under the Borrower’s cash management system) and the Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank in accordance with the Collateral and Guarantee Agreement;
 
(d)   all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Collateral and Guarantee Agreement and to perfect such Liens to the extent and with the priority required by the Collateral and Guarantee Agreement shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording;
 
(e)   the Collateral Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property, duly executed and delivered by the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.06, together with such endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably request, and (iii) such existing surveys, abstracts, appraisals (to the extent required by law), legal opinions and other documents as the Collateral Agent may reasonably request with respect to any such Mortgage or Mortgaged Property; and
 
(f)   each Loan Party shall have obtained all consents and approvals required to be obtained by it in connection with the execution and delivery of all Security Documents to which it is a party, the performance of its obligations thereunder and the granting by it of the Liens thereunder.
 
The foregoing definition shall (i) not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for so long as, in the reasonable judgment of the Collateral Agent, the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom and (ii) in connection with the creation of leasehold mortgages with respect to Mortgaged Property leases and ground leases, only require that the Loan Parties use commercially reasonable efforts to obtain all required consents and approvals.  The Collateral Agent may grant extensions of time for the perfection of security interests in or the obtaining of legal opinions or title insurance with respect to particular Subsidiary Loan Parties or assets (including extensions beyond the Original Effective Date for the perfection of security interests in the assets of the Loan Parties on such date) where it determines that perfection cannot be accomplished or legal opinions or title insurance delivered without undue effort or expense by the time or times required by this Agreement or the Security Documents.  Without limiting the foregoing, to the extent that, as a result of deficiencies in the corporate records of Loan Parties other than the Borrower, the Borrower is unable to make representations and warranties or to deliver officers’ certificates or legal opinions as to the power or authority of such Loan Parties to execute and deliver or to perform their obligations under the Security Documents, the Collateral Agent may suspend the effectiveness as to such Loan Parties of representations and warranties contained herein and in the Security Documents, and grant extensions of time for the delivery of such officers’ certificates and legal opinions, for such periods as it may deem appropriate to permit the correction of such deficiencies.
 
“ Combined Credit Exposure ” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Tranche 1 Term Loans, Tranche 2 Term Loans, Additional Tranche Term Loans, Tranche 1 Revolving Exposure, Additional Tranche Revolving Exposure and Synthetic LC Exposure at such time.
 
“ Commitments ” means, with respect to each Lender, such Lender’s Tranche 1 Revolving Commitment, Additional Tranche Revolving Commitments, Tranche 1 Synthetic LC Commitment and Additional Tranche Synthetic LC Commitments.
 
“ Common Equity ” of any Person means all Equity Interests of such Person that are generally entitled to (i) vote in the election of directors of such Person or (ii) if such Person is not a corporation, vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management and policies of such Person.
 
“ Consolidated Amortization Expense ” of any Person for any period means the amortization expense of such Person and its subsidiaries for such period to the extent deducted in computing Consolidated Net Income of such Person for such period, determined on a consolidated basis in accordance with GAAP.
 
“ Consolidated Current Liabilities ” of any Person on any date means the consolidated current liabilities (other than the short-term portion of any long-term Indebtedness of such Person and its subsidiaries and any short-term Indebtedness of such Person and its subsidiaries) of such Person and its subsidiaries, as such amount would appear on a consolidated balance sheet of such Person and its subsidiaries prepared as of such date in accordance with GAAP.
 
“ Consolidated Depreciation Expense ” of any Person for any period means the depreciation expense of such Person and its subsidiaries for such period to the extent deducted in computing Consolidated Net Income of such Person for such period, determined on a consolidated basis in accordance with GAAP.
 
“ Consolidated EBITDA ” of any Person means, with respect to any determination date, Consolidated Net Income, plus (i) Consolidated Income Tax Expense, plus (ii) Consolidated Depreciation Expense, plus (iii) Consolidated Amortization Expense, plus (iv) Consolidated Interest Expense, plus (v) all other unusual non-cash items or non-recurring non-cash items reducing Consolidated Net Income of such Person and its subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that cash expenditures, to the extent made in respect of items to which the charges referred to in this clause (v) relate, in an aggregate amount in excess of $10,000,000 for any period of four consecutive fiscal quarters shall be deducted in determining Consolidated EBITDA for the period during which such expenditures are made, and less all unusual non-cash items and non-recurring non-cash items increasing Consolidated Net Income of such Person and its subsidiaries, determined on a consolidated basis in accordance with GAAP, in each case, for such Person’s prior four full fiscal quarters for which financial results have been reported immediately prior to the determination date.
 
“ Consolidated Income Tax Expense ” of any Person for any period means the provision for taxes based on income and profits of such Person and its subsidiaries to the extent such provision for income taxes was deducted in computing Consolidated Net Income of such Person for such period, determined on a consolidated basis in accordance with GAAP.
 
“ Consolidated Interest Expense ” of any Person for any period means, without duplication, (i) the interest expense of such Person and its subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, plus (ii) the dividend requirements of such Person and its subsidiaries with respect to Disqualified Stock and with respect to all other Preferred Stock of subsidiaries of such Person (in each case whether in cash or otherwise (except dividends payable to the Borrower or the Subsidiaries and except for dividends payable solely in Equity Interests (other than Disqualified Stock) of such Person or such subsidiary)) paid, accrued or accumulated during such period.
 
“ Consolidated Net Assets ” of any Person on any date means the excess of Consolidated Total Assets of such Person over Consolidated Current Liabilities of such Person.
 
“ Consolidated Net Income ” of any Person for any period means the net income (or loss) of such Person and its subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication: (i) the net income of any subsidiary of the referent Person (other than a Wholly Owned Subsidiary) to the extent that the declaration or payment of dividends or similar distributions by such subsidiary of that income is not permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that subsidiary during such period; (ii) any gain (or loss), together with any related provisions for taxes on any such gain, realized during such period by the referent Person or any of its subsidiaries upon (a) the acquisition of any securities, or the extinguishment of any Indebtedness, of the referent Person or any of its subsidiaries or (b) any Asset Sale by the referent Person or any of its subsidiaries; (iii) any extraordinary gain or extraordinary loss, together with any related provision for taxes or tax benefit resulting from any such extraordinary gain or extraordinary loss, realized by the referent Person or any of its subsidiaries during such period and (iv) in the case of a successor to such Person by consolidation, merger or transfer of its assets, any earnings of the successor prior to such merger, consolidation or transfer of assets.
 
“ Consolidated Tangible Assets ” of any Person as of any date means the total assets of such Person and its subsidiaries (excluding any assets that would be classified as “intangible assets” under GAAP) on a consolidated basis at such date, as determined in accordance with GAAP, less all write-ups subsequent to the Original Effective Date in the book value of any asset owned by such Person or any of its subsidiaries.
 
“ Consolidated Total Assets ” of any Person as of any date means the consolidated total assets of such Person and its subsidiaries, as such amount would appear on a consolidated balance sheet of such Person and its subsidiaries prepared as of such date in accordance with GAAP.
 
“ Consolidated Total Indebtedness ” of any Person as of any date means the sum of all Indebtedness (including Capitalized Lease Obligations but excluding (a) Indebtedness under clause (iv) of the definition thereof, (b) contingent reimbursement obligations in respect of the undrawn amounts of letters of credit and (c) Excluded Indebtedness to the extent that such Excluded Indebtedness does not constitute debt under GAAP) of such Person and its subsidiaries on a consolidated basis; provided , however , that for purposes of calculating “Consolidated Total Indebtedness” of the Borrower, the amount of Indebtedness evidenced by any Settlement Note shall be determined on a present value basis by reference to a valuation of such Indebtedness obtained by an Acceptable Appraiser.
 
“ Consolidated Total Revenue ” of any Person as of any period means the consolidated total revenues of such Person and its subsidiaries for such period determined on a consolidated basis in accordance with GAAP.
 
“ Contract Provider ” means any Person who provides professional health care services under or pursuant to any contract, agreement or other consensual arrangement with the Borrower or any Subsidiary.
 
“ Contribution Percentage ” means, with respect to any Lender, the percentage of the aggregate Combined Credit Exposures and unused Commitments represented by such Lender’s Combined Credit Exposure and unused Commitments.  If there shall be no Combined Credit Exposures or unused Commitments, the Contribution Percentages of the Lenders shall be determined based upon the Combined Credit Exposures or unused Commitments of any Class most recently outstanding and in effect.
 
“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the day-to-day management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “ Controlling ” and “ Controlled ” have meanings correlative thereto.