EX-10.1 THIRD AMENDMENT TO CREDIT AGREEMENT



 





Exhibit 10.1




THIRD AMENDMENT TO CREDIT AGREEMENT




     THIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of February 23, 2007 (this
“Amendment”) is entered into among Matria Healthcare, Inc., a Delaware corporation (the
“Borrower”), the Guarantors party hereto, the Lenders party hereto and Bank of America,
N.A., as Administrative Agent and Collateral Agent. All capitalized terms used herein and not
otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as
defined below).



RECITALS




     WHEREAS the Borrower, the Guarantors, the Lenders and Bank of America, N.A., in its capacity
as Administrative Agent and Collateral Agent entered into that certain Credit Agreement dated as of
January 19, 2006 (as amended or modified from time to time, the “Credit Agreement”); and



     WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as set forth
below;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



     1. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows:




     (a) The definition of “Third Amendment Effective Date” is hereby added to Section 1.01
of the Credit Agreement in the appropriate alphabetical order and shall read as follows:




     “Third Amendment Effective Date” means February 23, 2007.




     (b) The definition of “Aggregate Revolving Commitments” in Section 1.01 of the Credit
Agreement is hereby amended to read as follows:




     “Aggregate Revolving Commitments” means the Revolving Commitments of
all the Lenders. The amount of the Aggregate Revolving Commitments in effect on the
Third Amendment Effective Date is FIFTY MILLION DOLLARS ($50,000,000).




     (c) The Revolving Commitments identified on Schedule 2.01 of the Credit Agreement are
hereby amended to read as provided on Schedule 2.01 attached hereto.



     2. Conditions Precedent. This Amendment shall be effective upon satisfaction of the
following conditions precedent:




     (a) Receipt by the Administrative Agent of counterparts of this Amendment duly executed
by the Borrower, the Guarantors, the Required Lenders, each Lender increasing its Revolving
Commitment pursuant to this Amendment, and Bank of America, N.A., as Administrative Agent
and Collateral Agent;



 









 






     (b) Receipt by the Administrative Agent of a certificate of a Responsible Officer of
the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and
its legal counsel, (i) certifying that the Organization Documents of each Loan Party
delivered on the Closing Date have not been amended, supplemented or otherwise modified and
remain in full force and effect as of the date hereof, (ii) attaching resolutions of each
Loan Party approving and adopting this Amendment, the transactions contemplated herein and
authorizing the execution and delivery of this Amendment and any documents, agreements or
certificates related thereto and certifying that such resolutions have not been amended,
supplemented or otherwise modified and remain in full force and effect as of the date hereof
and (iii) certifying that the Borrower and its Subsidiaries (after giving effect to this
Amendment and the incurrence of Indebtedness related hereto) are Solvent on a consolidated
basis.




     (c) Receipt by the Administrative Agent of favorable opinions of legal counsel to the
Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the date
hereof, in form and substance satisfactory to the Administrative Agent.




     (d) Receipt by the Administrative Agent and the Lenders of any fees and expense
required to be paid on or before the date hereof.



     3. Miscellaneous.




     (a) The Credit Agreement, and the obligations of the Loan Parties thereunder and under
the other Loan Documents, are hereby ratified and confirmed and shall remain in full force
and effect according to their terms.




     (b) Each Guarantor (i) acknowledges and consents to all of the terms and conditions of
this Amendment, (ii) affirms all of its obligations under the Loan Documents and (iii)
agrees that this Amendment and all documents executed in connection herewith do not operate
to reduce or discharge its obligations under the Credit Agreement or the Loan Documents.




     (c) Each Loan Party hereby represents and warrants as follows:




     (i) Each Loan Party has taken all necessary action to authorize the execution,
delivery and performance of this Amendment.




     (ii) This Amendment has been duly executed and delivered by the Loan Parties
and constitutes each of the Loan Parties’ legal, valid and binding obligations,
enforceable in accordance with its terms, except as such enforceability may be
limited by Debtor Relief Laws and general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).




     (iii) No consent, approval, authorization or order of, or filing, registration
or qualification with, any court or governmental authority or third party is
required in connection with the execution, delivery or performance by any Loan Party
of this Amendment.




     (d) The Loan Parties represent and warrant to the Lenders that (i) the representations
and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in
each other Loan Document are true and correct in all material respects as of the date hereof
with the same effect as if made on and as of the date hereof, except to the extent such
representations and



2









 






warranties expressly relate solely to an earlier date and (ii) no event has occurred and is
continuing which constitutes a Default or an Event of Default.




     (e) This Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute one and the
same instrument. Delivery of an executed counterpart of this Amendment by telecopy shall be
effective as an original and shall constitute a representation that an executed original
shall be delivered.




     (f) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.



[remainder of page intentionally left blank]




3









 








     Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and
delivered as of the date first above written.



	 	 	 	 	 
	BORROWER:

	 	MATRIA HEALTHCARE, INC.,

a Delaware corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Parker H. Petit
	 

	 	 	 	 
	 

	 	Name:
	 	Parker H. Petit
	 

	 	Title:
	 	Chairman & CEO
	 
	 	 	 	 
	GUARANTORS:

	 	MATRIA WOMEN’S AND CHILDREN’S HEALTH, LLC,

a Delaware limited liability company
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Parker H. Petit
	 

	 	 	 	 
	 

	 	Name:
	 	Parker H. Petit
	 

	 	Title:
	 	Chairman & CEO
	 
	 	 	 	 
	 

	 	MATRIA CASE MANAGEMENT, INC.,

a Georgia corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Parker H. Petit
	 

	 	 	 	 
	 

	 	Name:
	 	Parker H. Petit
	 

	 	Title:
	 	Chairman & CEO
	 
	 	 	 	 
	 

	 	MIAVITA, INC.,

a Georgia corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Parker H. Petit
	 

	 	 	 	 
	 

	 	Name:
	 	Parker H. Petit
	 

	 	Title:
	 	Chairman & CEO
	 
	 	 	 	 
	 

	 	MATRIA HEALTH ENHANCEMENT COMPANY,

a Delaware corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Parker H. Petit
	 

	 	 	 	 
	 

	 	Name:
	 	Parker H. Petit
	 

	 	Title:
	 	Chairman & CEO
	 
	 	 	 	 
	 

	 	DIABETES ACQUISITION, INC.,

a Georgia corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Parker H. Petit
	 

	 	 	 	 
	 

	 	Name:
	 	Parker H. Petit
	 

	 	Title:
	 	Chairman & CEO






 









 






	 	 	 	 	 
	 

	 	MATRIA HEALTHCARE OF ILLINOIS, INC.,

a Georgia corporation
	 

	 

	 	By:
	 	/s/ Parker H. Petit
	 

	 	 	 	 
	 

	 	Name:
	 	Parker H. Petit
	 

	 	Title:
	 	Chairman & CEO
	 

	 

	 	MATRIA OF NEW YORK, INC.,

a New York corporation
	 

	 

	 	By:
	 	/s/ Parker H. Petit
	 

	 	 	 	 
	 

	 	Name:
	 	Parker H. Petit
	 

	 	Title:
	 	Chairman & CEO
	 

	 

	 	QUALITY ONCOLOGY, INC.,

a Delaware corporation
	 

	 

	 	By:
	 	/s/ Parker H. Petit
	 

	 	 	 	 
	 

	 	Name:
	 	Parker H. Petit
	 

	 	Title:
	 	Chairman & CEO
	 

	 

	 	WINNINGHABITS, INC.,

a Delaware corporation
	 

	 

	 	By:
	 	/s/ Parker H. Petit
	 

	 	 	 	 
	 

	 	Name:
	 	Parker H. Petit
	 

	 	Title:
	 	Chairman & CEO






 









 






	 	 	 	 	 
	 

	 	WINNINGHABITS.COM, LTD.,

a Texas limited partnership
	 

	 

	 	By:
	 	/s/ Parker H. Petit
	 

	 	 	 	 
	 

	 	Name:
	 	Parker H. Petit
	 

	 	Title:
	 	Chairman & CEO
	 

	 

	 	WINNINGHABITS GP, INC.,

a Delaware corporation
	 

	 

	 	By:
	 	/s/ Parker H. Petit
	 

	 	 	 	 
	 

	 	Name:
	 	Parker H. Petit
	 

	 	Title:
	 	Chairman & CEO
	 

	 

	 	WINNINGHABITS LP, INC.,

a Delaware corporation
	 

	 

	 	By:
	 	/s/ Parker H. Petit
	 

	 	 	 	 
	 

	 	Name:
	 	Parker H. Petit
	 

	 	Title:
	 	Chairman & CEO
	 

	 

	 	CORSOLUTIONS MEDICAL, INC.,

a Delaware corporation
	 

	 

	 	By:
	 	/s/ Parker H. Petit
	 

	 	 	 	 
	 

	 	Name:
	 	Parker H. Petit
	 

	 	Title:
	 	Chairman & CEO
	 

	 

	 	CORSOLUTIONS INC.,

a Delaware corporation
	 

	 

	 	By:
	 	/s/ Parker H. Petit
	 

	 	 	 	 
	 

	 	Name:
	 	Parker H. Petit
	 

	 	Title:
	 	Chairman & CEO
	 

	 

	 	HEALTH AND PRODUCTIVITY
CORPORATION OF

AMERICA, INC.,

a Delaware corporation
	 

	 

	 	By:
	 	/s/ Parker H. Petit
	 

	 	 	 	 
	 

	 	Name:
	 	Parker H. Petit
	 

	 	Title:
	 	Chairman & CEO






 









 






	 	 	 	 	 
	ADMINISTRATIVE AGENT:

	 	BANK OF AMERICA, N.A.,

as Administrative Agent and Collateral Agent
	 

	 

	 	By:
	 	/s/ Kristine Thennes
	 

	 	 	 	 
	 

	 	Name:
	 	Kristine Thennes
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 
	 

	 	BANK OF AMERICA, N.A.,

as a Lender
	 

	 

	 	By:
	 	/s/ R. Shawn Janko
	 

	 	 	 	 
	 

	 	Name:
	 	R. Shawn Janko
	 

	 	Title:
	 	Senior Vice President
	 

	 

	 	CAROLINA FIRST BANK,

as a Lender
	 

	 

	 	By:
	 	/s/ Kevin M. Short
	 

	 	 	 	 
	 

	 	Name:
	 	Kevin M. Short
	 

	 	Title:
	 	Senior Vice President
	 

	 

	 	CIT HEALTHCARE, LLC,

as a Lender
	 

	 

	 	By:
	 	/s/ Dennis Zinkand
	 

	 	 	 	 
	 

	 	Name:
	 	Dennis Zinkand
	 

	 	Title:
	 	Director
	 

	 

	 	JPMORGAN CHASE BANK, N.A.,

as a Lender
	 

	 

	 	By:
	 	/s/ Dawn LeeLum
	 

	 	 	 	 
	 

	 	Name:
	 	Dawn LeeLum
	 

	 	Title:
	 	Executive Director
	 

	 

	 	MERRILL LYNCH CAPITAL, A DIVISION OF

MERRILL LYNCH BUSINESS FINANCIAL

SERVICES, INC.,

as a Lender
	 

	 

	 	By:
	 	/s/ Luis Viera
	 

	 	 	 	 
	 

	 	Name:
	 	Luis Viera
	 

	 	Title:
	 	Vice President
	 

	 

	 	STATE BANK OF INDIA,

as a Lender
	 

	 

	 	By:
	 	/s/ Ashok Wanchoo
	 

	 	 	 	 
	 

	 	Name:
	 	Ashok Wanchoo
	 

	 	Title:
	 	Vice President & Head (Credit)






 









 






	 	 	 	 	 
	 

	 	ACA CLA 2005-1, LIMITED,

as a Lender
	 

	 

	 	By:
	 	/s/ Vincent Ingato
	 

	 	 	 	 
	 

	 	Name:
	 	Vincent Ingato
	 

	 	Title:
	 	Managing Director
	 

	 

	 	ACA Management, LLC as

Investment Advisor
	 

	 

	 	ACA CLO 2006-1, LIMITED,

as a Lender
	 

	 

	 	By:
	 	/s/ Vincent Ingato
	 

	 	 	 	 
	 

	 	Name:
	 	Vincent Ingato
	 

	 	Title:
	 	Managing Director
	 

	 

	 	ACA Management, LLC as

Investment Advisor
	 

	 

	 	ACAS CLO 2007-1, LTD,

By American Capital Asset Management, LLC

As Portfolio Manager

as a Lender
	 

	 

	 	By:
	 	/s/ Dana Dratch
	 

	 	 	 	 
	 

	 	Name:
	 	Dana Dratch
	 

	 	Title:
	 	Authorized Signatory
	 

	 

	 	ARES ENHANCED LOAN INVESTMENT

STRATEGY II, LTD.
	 

	 

	 	By:
	 	Ares Enhanced Loan Management II, L.P.,

Investment Manager
	 

	 

	 	By:
	 	Ares Enhanced Loan GP II, LLC

Its General Partner
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Jeff Moore
	 

	 	 	 	 
	 

	 	Name:
	 	Jeff Moore
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 
	 

	 	ARES ENHANCED LOAN INVESTMENT STRATEGY, LTD.
	 

	 

	 	By:
	 	Ares Enhanced Loan Management, L.P.,

Investment Manager
	 

	 

	 	By:
	 	Ares Enhanced Loan GP, LLC

Its General Partner
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Jeff Moore
	 

	 	 	 	 
	 

	 	Name:
	 	Jeff Moore
	 

	 	Title:
	 	Vice President
	 

	 

	 	Ares X CLO Ltd.
	 

	 

	 	By:
	 	Ares CLO Management X, L.P.,

Investment Manager
	 

	 

	 	By:
	 	Ares CLO GP X, LLC,

Its General Partner
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Jeff Moore
	 

	 	 	 	 
	 

	 	Name:
	 	Jeff Moore
	 

	 	Title:
	 	Vice President
	 

	 

	 	Ares VIR CLO Ltd.
	 

	 

	 	By:
	 	Ares CLO Management VIR, L.P.,

Investment Manager
	 

	 

	 	By:
	 	Ares CLO GP VIR, LLC,

Its General Partner
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Jeff Moore
	 

	 	 	 	 
	 

	 	Name:
	 	Jeff Moore
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 
	 

	 	Ares VIII CLO Ltd.
	 

	 

	 	By:
	 	Ares CLO Management VIII, L.P.,

Investment Manager
	 

	 

	 	By:
	 	Ares CLO GP VIII, LLC,

Its General Partner
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Jeff Moore
	 

	 	 	 	 
	 

	 	Name:
	 	Jeff Moore
	 

	 	Title:
	 	Vice President
	 

	 

	 	ARES ENHANCED CREDIT

OPPORTUNITIES FUND LTD.
	 

	 

	 	By:
	 	Ares Enhanced Credit Opportunities

Fund Management, L.P.
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Jeff Moore
	 

	 	 	 	 
	 

	 	Name:
	 	Jeff Moore
	 

	 	Title:
	 	Vice President






	 	 	 	 	 	 	 	 	 
	 

	 	CONFLUENT 2 LIMITED
	 

	 	By:
	 	Ares Private Account Management I, L.P., as

Sub-Manager
	 
	 	 	 	 	 	 	 	 
	 

	 

	 	 	 	By:
	 	Ares Private Account
management I GP, LLC,

as General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 

	 	 	 	 	 	By:
	 	Ares Management LLC, as Manager
	 
	 	 	 	 	 	 	 	 
	 

	 

	 	as a Lender
	 
	 	 	 	 	 	 	 	 
	 

	 

	 	By:
	 	/s/ Jeff Moore
	 

	 	 	 	 
	 

	 	Name:
	 	Jeff Moore
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 
	 

	 	BAKER STREET FUNDING CLO 2005-1 LTD.,

as a Lender
	 

	 

	 	By:
	 	/s/ Edurado Piedra
	 

	 	 	 	 
	 

	 	Name:
	 	Edurado Piedra
	 

	 	Title:
	 	Director

SunTrust Capital Markets, Inc.
	 

	 

	 	BANK OF MONTREAL
	 

	 	By:
	 	HIM Monegy Inc., As Agent
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Greg Walker
	 

	 	 	 	 
	 

	 	Name:
	 	Greg Walker
	 

	 	Title:
	 	Vice President
	 

	 

	 	BRYN MAWR CLO, Ltd.
	 

	 	By:
	 	Deerfield Capital Management LLC as

its Collateral Manager
	 

	 

	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Dale Burrow
	 

	 	 	 	 
	 

	 	Name:
	 	Dale Burrow
	 

	 	Title:
	 	Managing Director
	 

	 

	 	ACCESS INSTITUTIONAL LOAN FUND
	 

	 	By:
	 	Deerfield Capital Management LLC as

its Portfolio Manager
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Dale Burrow
	 

	 	 	 	 
	 

	 	Name:
	 	Dale Burrow
	 

	 	Title:
	 	Managing Director






 









 






	 	 	 	 	 
	 

	 	BRIDGEPORT II CLO LTD.
	 

	 	By:
	 	Deerfield Capital Management LLC as

its Collateral Manager
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Dale Burrow
	 

	 	 	 	 
	 

	 	Name:
	 	Dale Burrow
	 

	 	Title:
	 	Managing Director
	 

	 

	 	BURR RIDGE CLO LTD.
	 

	 	By:
	 	Deerfield Capital Management LLC as

its Collateral Manager
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Dale Burrow
	 

	 	 	 	 
	 

	 	Name:
	 	Dale Burrow
	 

	 	Title:
	 	Managing Director
	 

	 

	 	BRIDGEPORT CLO LTD.
	 

	 	By:
	 	Deerfield Capital Management LLC as

its Collateral Manager
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Dale Burrow
	 

	 	 	 	 
	 

	 	Name:
	 	Dale Burrow
	 

	 	Title:
	 	Managing Director
	 

	 

	 	CUMBERLAND II CLO LTD.
	 

	 	By:
	 	Deerfield Capital Management LLC as

its Collateral Manager
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Dale Burrow
	 

	 	 	 	 
	 

	 	Name:
	 	Dale Burrow
	 

	 	Title:
	 	Managing Director






 









 






	 	 	 	 	 
	 

	 	DEER PARK CLO LTD.
	 

	 	By:
	 	Deerfield Capital Management LLC as

its Collateral Manager
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Dale Burrow
	 

	 	 	 	 
	 

	 	Name:
	 	Dale Burrow
	 

	 	Title:
	 	Managing Director
	 

	 

	 	FOREST CREEK CLO, Ltd.
	 

	 	By:
	 	Deerfield Capital Management LLC as

its Collateral Manager
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Dale Burrow
	 

	 	 	 	 
	 

	 	Name:
	 	Dale Burrow
	 

	 	Title:
	 	Managing Director
	 

	 

	 	LONG GROVE CLO, LIMITED
	 

	 	By:
	 	Deerfield Capital Management LLC as

its Collateral Manager
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Dale Burrow
	 

	 	 	 	 
	 

	 	Name:
	 	Dale Burrow
	 

	 	Title:
	 	Managing Director
	 

	 

	 	MARQUETTE PARK CLO LTD.
	 

	 

	 	By:
	 	Deerfield Capital Management LLC as

its Collateral Manager
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Dale Burrow
	 

	 	 	 	 
	 

	 	Name:
	 	Dale Burrow
	 

	 	Title:
	 	Managing Director






 









 






	 	 	 	 	 
	 

	 	MARKET SQUARE CLO, Ltd.
	 

	 	By:
	 	Deerfield Capital Management LLC as

its Collateral Manager
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Dale Burrow
	 

	 	 	 	 
	 

	 	Name:
	 	Dale Burrow
	 

	 	Title:
	 	Managing Director
	 

	 

	 	ROSEMONT CLO, Ltd.
	 

	 	By:
	 	Deerfield Capital Management LLC as

its Collateral Manager
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Dale Burrow
	 

	 	 	 	 
	 

	 	Name:
	 	Dale Burrow
	 

	 	Title:
	 	Managing Director
	 

	 

	 	SCHILLER PARK CLO LTD.
	 

	 	By:
	 	Deerfield Capital Management LLC as

its Collateral Manager
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Dale Burrow
	 

	 	 	 	 
	 

	 	Name:
	 	Dale Burrow
	 

	 	Title:
	 	Managing Director
	 

	 

	 	CIFC Funding 2006-1, Ltd,

as a Lender
	 

	 

	 	By:
	 	/s/ Sean O. Doughterty
	 

	 	 	 	 
	 

	 	Name:
	 	Sean O. Doughterty
	 

	 	Title:
	 	General Counsel
	 

	 

	 	COLE BROOK

as a Lender
	 

	 

	 	By:
	 	/s/ Roy Hykal
	 

	 	 	 	 
	 

	 	Name:
	 	Roy Hykal
	 

	 	Title:
	 	Attorney-in-fact






 









 






	 	 	 	 	 
	 

	 	CIFC Funding 2006-1, Ltd,

as a Lender
	 

	 

	 	By:
	 	/s/ Sean O. Doughterty
	 

	 	 	 	 
	 

	 	Name:
	 	Sean O. Doughterty
	 

	 	Title:
	 	General Counsel
	 

	 

	 	Denali Capital LLC, managing member of DC

Funding Partners LLC, portfolio manager for

DENALI CAPITAL CLO I, LTD., or an affiliate

as a Lender
	 

	 

	 	By:
	 	/s/ Ross VanDruen
	 

	 	 	 	 
	 

	 	Name:
	 	Ross VanDruen
	 

	 	Title:
	 	Vice President
	 

	 

	 	Denali Capital LLC, managing member of DC

Funding Partners LLC, portfolio manager for

DENALI CAPITAL CLO V, LTD., or an affiliate

as a Lender
	 

	 

	 	By:
	 	/s/ Ross VanDruen
	 

	 	 	 	 
	 

	 	Name:
	 	Ross VanDruen
	 

	 	Title:
	 	Vice President
	 

	 

	 	Denali Capital LLC, managing member of DC

Funding Partners LLC, portfolio manager for

DENALI CAPITAL CLO VI, LTD., or an affiliate

as a Lender
	 

	 

	 	By:
	 	/s/ Ross VanDruen
	 

	 	 	 	 
	 

	 	Name:
	 	Ross VanDruen
	 

	 	Title:
	 	Vice President
	 

	 

	 	Denali Capital LLC, managing member of DC

Funding Partners LLC, portfolio manager for

DENALI CAPITAL CLO VIII, LTD., or an affiliate

as a Lender
	 

	 

	 	By:
	 	/s/ Ross VanDruen
	 

	 	 	 	 
	 

	 	Name:
	 	Ross VanDruen
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 
	 

	 	Denali Capital LLC, managing member of DC

Funding Partners LLC, portfolio manager for

DENALI CAPITAL CREDIT OPPORTUNITY

FUND FINANCING, LTD., or an affiliate

as a Lender
	 

	 

	 	By:
	 	/s/ Ross VanDruen
	 

	 	 	 	 
	 

	 	Name:
	 	Ross VanDruen
	 

	 	Title:
	 	Vice President
	 

	 

	 	Eaton Vance CDO VII PLC
	 

	 	By:
	 	Eaton Vance Management
	 

	 	 	 	As Interim Investment Advisor,
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof
	 

	 	Title:
	 	Vice President
	 

	 

	 	SENIOR DEBT PORTFOLIO
	 

	 	By:
	 	Boston Management and Research

as Investment Advisor,
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof
	 

	 	Title:
	 	Vice President
	 

	 

	 	EATON VANCE SENIOR INCOME TRUST
	 

	 	By:
	 	Eaton Vance Management

As Investment Advisor,
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof
	 

	 	Title:
	 	Vice President
	 

	 

	 	EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
	 

	 	By:
	 	Eaton Vance Management
	 

	 	 	 	As Investment Advisor,
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 
	 

	 	Eaton Vance CDO VIII, Ltd.
	 

	 	By:
	 	Eaton Vance Management

As Investment Advisor,
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof
	 

	 	Title:
	 	Vice President
	 

	 

	 	Eaton Vance CDO XI, LTD
	 

	 	By:
	 	Eaton Vance Management

As Investment Advisor,
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof
	 

	 	Title:
	 	Vice President
	 

	 

	 	Eaton Vance CDO X, PLC
	 

	 	By:
	 	Eaton Vance Management

As Investment Advisor,
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof
	 

	 	Title:
	 	Vice President
	 

	 

	 	GRAYSON & CO
	 

	 	By:
	 	Boston Management and Research,

As Investment Advisor,
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof
	 

	 	Title:
	 	Vice President
	 

	 

	 	THE NORINCHUKIN BANK NEW YORK BRANCH,

Through State Street Bank and Trust Company N.A. as

Fiduciary Custodian
	 

	 	By:
	 	Eaton Vance Management, Attorney-in-Fact,
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 
	 

	 	BIG SKY III SENIOR LOAN TRUST
	 

	 	By:
	 	Eaton Vance Management

As Investment Advisor,
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof
	 

	 	Title:
	 	Vice President
	 

	 

	 	EATON VANCE

VT FLOATING-RATE INCOME FUND
	 

	 	By:
	 	Eaton Vance Management
	 

	 	 	 	As Investment Advisor,
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof
	 

	 	Title:
	 	Vice President
	 

	 

	 	EATON VANCE

LIMITED DURATION INCOME FUND
	 

	 	By:
	 	Eaton Vance Management

As Investment Advisor,
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof
	 

	 	Title:
	 	Vice President
	 

	 

	 	EATON VANCE SENIOR

FLOATING-RATE TRUST
	 

	 	By:
	 	Eaton Vance Management

As Investment Advisor,
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof
	 

	 	Title:
	 	Vice President






 









 






	 	 	 	 	 
	 

	 	EATON VANCE FLOATING-RATE

INCOME TRUST
	 

	 	By:
	 	Eaton Vance Management
	 

	 	 	 	As Investment Advisor,
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof
	 

	 	Title:
	 	Vice President
	 

	 

	 	Eaton Vance Variable

Leverage Fund Ltd.
	 

	 	By:
	 	Eaton Vance Management

As Investment Advisor,
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	Name:
	 	Michael B. Botthof
	 

	 	Title:
	 	Vice President
	 

	 

	 	EMERSON PLACE CLO, LTD.,
	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ R. Ian O’Keeffe
	 

	 	 	 	 
	 

	 	Name:
	 	R. Ian O’Keeffe
	 

	 	Title:
	 	Authorized Signatory
	 

	 

	 	GRAND CENTRAL ASSET TRUST, ALAD SERIES,

as a Lender
	 

	 

	 	By:
	 	/s/ Roy Hykal
	 

	 	 	 	 
	 

	 	Name:
	 	Roy Hykal
	 

	 	Title:
	 	Attorney-in-Fact
	 

	 

	 	HARCH CLO II, LTD,

as a Lender
	 

	 

	 	By:
	 	/s/ Michael Lewitt
	 

	 	 	 	 
	 

	 	Name:
	 	Michael Lewitt
	 

	 	Title:
	 	Authorized Signatory






 









 






	 	 	 	 	 
	 

	 	HARCH CLO III, LTD,

as a Lender
	 

	 

	 	By:
	 	/s/ Michael Lewitt
	 

	 	 	 	 
	 

	 	Name:
	 	Michael Lewitt
	 

	 	Title:
	 	Authorized Signatory
	 

	 

	 	IKB Capital Corporation,

as a Lender
	 

	 

	 	By:
	 	/s/ David Snyder
	 

	 	 	 	 
	 

	 	Name:
	 	David Snyder
	 

	 	Title:
	 	President
	 

	 

	 	Bacchus (US) 2006-I, Ltd.,

as a Lender
	 

	 

	 	By:
	 	/s/ David Snyder
	 

	 	 	 	 
	 

	 	Name:
	 	David Snyder
	 

	 	Title:
	 	President
	 

	 

	 	KZH PONDVIEW LLC,

as a Lender
	 

	 

	 	By:
	 	/s/ Michael Lewitt
	 

	 	 	 	 
	 

	 	Name:
	 	Virginia Conway
	 

	 	Title:
	 	Auhorized Signatory
	 

	 

	 	LIGHTPOINT CLO 2004-1, LTD.

PREMIUM LOAN TRUST 1, LTD.

LIGHTPOINT CLO V, LTD.

LIGHTPOINT CLO VII, LTD.

as a Lender
	 

	 

	 	By:
	 	/s/ Timothy S. VanKirk
	 

	 	 	 	 
	 

	 	Name:
	 	Timothy S. VanKirk
	 

	 	Title:
	 	Managing Director
	 

	 

	 	MUIRFIELD TRADING LLC,

as a Lender
	 

	 

	 	By:
	 	/s/ Anna M. Tallent
	 

	 	 	 	 
	 

	 	Name:
	 	Anna M. Tallent
	 

	 	Title:
	 	Assistant Vice President






 









 






	 	 	 	 	 
	 

	 	NACM CLO I,

as a Lender
	 

	 

	 	By:
	 	/s/ Joanna Willars
	 

	 	 	 	 
	 

	 	Name:
	 	Joanna Willars
	 

	 	Title:
	 	Authorized Signatory
	 

	 

	 	NAVIGARE FUNDING I CLO LTD
	 

	 	By:
	 	Navigare Partners LLC

Its collateral manager,
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Sheryl A. Rothman
	 

	 	 	 	 
	 

	 	Name:
	 	Sheryl A. Rothman
	 

	 	Title:
	 	Managing Director
	 

	 

	 	NAVIGARE FUNDING II CLO LTD
	 

	 	By:
	 	Navigare Partners LLC

as Collateral Manager,
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Sheryl A. Rothman
	 

	 	 	 	 
	 

	 	Name:
	 	Sheryl A. Rothman
	 

	 	Title:
	 	Managing Director
	 

	 

	 	New Alliance Global CDO, Limited
	 

	 	By:
	 	AllianceBernstein L.P., as

investment advisor
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Teresa McCarthy
	 

	 	 	 	 
	 

	 	Name:
	 	Teresa McCarthy
	 

	 	Title:
	 	Vice President
	 

	 

	 	OPPENHEIMER SENIOR FLOATING RATE FUND,

as a Lender
	 

	 

	 	By:
	 	/s/ Lisa Chaffee
	 

	 	 	 	 
	 

	 	Name:
	 	Lisa Chaffee
	 

	 	Title:
	 	AVP






 









 






	 	 	 	 	 
	 

	 	HARBOURVIEW CLO 2006-1, LTD.,

as a Lender
	 

	 

	 	By:
	 	/s/ Lisa Chaffee
	 

	 	 	 	 
	 

	 	Name:
	 	Lisa Chaffee
	 

	 	Title:
	 	AVP
	 

	 

	 	OWS CLO I, LTD.

as a Lender
	 

	 

	 	By:
	 	/s/ Dean Stephan
	 

	 	 	 	 
	 

	 	Name:
	 	Dean Stephan
	 

	 	Title:
	 	Managing Director
	 

	 

	 	Prospero CLO II, BV

as a Lender
	 

	 

	 	By:
	 	/s/ John T. Spellman
	 

	 	 	 	 
	 

	 	Name:
	 	John T. Spellman
	 

	 	Title:
	 	Attorney-in-Fact
	 

	 

	 	Veritas CLO II, Ltd.

as a Lender
	 

	 

	 	By:
	 	/s/ John T. Spellman
	 

	 	 	 	 
	 

	 	Name:
	 	John T. Spellman
	 

	 	Title:
	 	Attorney-in-Fact
	 

	 

	 	ROSEDALE CLO LTD.
	 

	 	By:
	 	Princeton Advisory Group, Inc.

the Collateral Manager
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Thomas Brower
	 

	 	 	 	 
	 

	 	Name:
	 	Thomas Brower
	 

	 	Title:
	 	Sr. Analyst
	 

	 

	 	ROSEDALE CLO II LTD.
	 

	 	By:
	 	Princeton Advisory Group, Inc.

the Collateral Manager
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Thomas Brower
	 

	 	 	 	 
	 

	 	Name:
	 	Thomas Brower
	 

	 	Title:
	 	Sr. Analyst






 









 






	 	 	 	 	 
	 

	 	VAN KAMPEN SENIOR INCOME TRUST
	 

	 	By:
	 	Van Kampen Asset Management
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Christina Jamieson
	 

	 	 	 	 
	 

	 	Name:
	 	Christina Jamieson
	 

	 	Title:
	 	Managing Director
	 

	 

	 	VAN KAMPEN SENIOR LOAN FUND
	 

	 	By:
	 	Van Kampen Asset Management
	 

	 

	 	as a Lender
	 

	 

	 	By:
	 	/s/ Christina Jamieson
	 

	 	 	 	 
	 

	 	Name:
	 	Christina Jamieson
	 

	 	Title:
	 	Managing Director
	 

	 

	 	Venture V CDO Limited

By its investment advisor,

MJX Asset management LLC,

as a Lender
	 

	 

	 	By:
	 	/s/ Hans L. Christensen
	 

	 	 	 	 
	 

	 	Name:
	 	Hans L. Christensen
	 

	 	Title:
	 	Chief Investment Officer
	 

	 

	 	WB LOAN FUNDING 5, LLC,

as a Lender
	 

	 

	 	By:
	 	/s/ Diana M. Himes
	 

	 	 	 	 
	 

	 	Name:
	 	Diana M. Himes
	 

	 	Title:
	 	Associate






 









 






Schedule 2.01




REVOLVING COMMITMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Lender	 	 	Revolving Commitment	 	 	 	Applicable Percentage	 	 
	 	Bank of America, N.A.
	 	 	$	18,000,000.00	 	 	 	 	36.000000000	%	 
	 	Carolina First Bank
	 	 	$	11,000,000.00	 	 	 	 	22.000000000	%	 
	 	CIT Healthcare, LLC
	 	 	$	5,000,000.00	 	 	 	 	10.000000000	%	 
	 	JPMorgan Chase Bank, N.A.
	 	 	$	8,000,000.00	 	 	 	 	16.000000000	%	 
	 	Merrill Lynch Capital, a
division of Merrill Lynch
Business Financial
Services, Inc.
	 	 	$	5,000,000.00	 	 	 	 	10.000000000	%	 
	 	State Bank of India
	 	 	$	3,000,000.00	 	 	 	 	6.000000000	%	 
	 	Total
	 	 	$	50,000,000.00	 	 	 	 	100.000000000	%