Waiver dated February 16, 2006 to the Ammended and Restated Credit Agreement




 Exhibit 10.2.3 
 WAIVER dated as of February 16, 2006 (this “Waiver”) to the Amended and Restated Credit Agreement dated as of March 21, 2005 (the “Credit Agreement”), among HEALTHSOUTH
CORPORATION (the “Borrower”), the Lenders party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent. 
 WHEREAS, the Borrower has informed the Administrative Agent that it desires to issue Capital Stock of the Borrower generating Net Proceeds of up to $400,000,000, with such issuance to be completed no later than
March 31, 2006 (such issuance, the “Equity Issuance”); 
 WHEREAS, Section 2.10(c) of the Credit Agreement
requires that the Borrower apply 50% of the Net Proceeds from the issuance of any Capital Stock of the Borrower (other than any such issuance to any Subsidiary) to prepay Borrowings and/or cash collateralize Letters of Credit under the Credit
Agreement in accordance with the terms of the Credit Agreement; 
 WHEREAS, the Borrower is contemplating a series of transactions pursuant
to which, among other things, the Borrower will (a) offer to repurchase and, to the extent tendered, repurchase substantially all of its outstanding senior notes and senior subordinated notes, (b) repay all outstanding Loans and pay all
other amounts due under, and terminate, the Credit Agreement and (c) repay certain other outstanding indebtedness (the transactions referred to in clauses (a) through (c) above being called the “Debt Refinancing”);

 WHEREAS, Section 2.10(g) of the Credit Agreement requires that the Borrower notify the Administrative Agent of any prepayment of
Loans under the Credit Agreement (in the case of a prepayment of Eurodollar Borrowings, three Business Days before the date of such prepayment); 
 WHEREAS, the Borrower has requested that compliance with (i) Section 2.10(c) of the Credit Agreement be waived to the extent necessary to permit the Borrower to use 100% of the Net Proceeds from the Equity Issuance to repay
certain Existing Indebtedness of the Borrower and (ii) Section 2.10(g) of the Credit Agreement be waived to the extent such Section requires irrevocable notice three Business Days prior to a prepayment of Loans under the Credit Agreement
in connection with the Debt Refinancing, and the undersigned Lenders, constituting the Required Lenders, are willing, on the terms and subject to the conditions set forth herein, to grant such a waiver; 
 NOW, THEREFORE, in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows: 
 SECTION 1. Defined Terms. Capitalized terms used and not defined herein
shall have meanings given to them in the Credit Agreement. 
 SECTION 2. Waiver. Effective as of the Effective Date (as defined in
Section 5), the Lenders hereby waive compliance by the Borrower with the provisions of (i) Section 

  

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2.10(c) of the Credit Agreement to the extent, and only to the extent, necessary to permit the Borrower to apply 100% of Net Proceeds in an aggregate amount
of up to $400,000,000 from the Equity Issuance to repay Existing Indebtedness of the Borrower and (ii) Section 2.10(g) of the Credit Agreement to the extent such Section requires irrevocable notice three Business Days prior to a prepayment
of Loans under the Credit Agreement in connection with the Debt Refinancing. 
 SECTION 3. No Amendments or Other Waivers;
Confirmation. Except as expressly set forth herein, this Waiver shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which 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 Credit Agreement or any other Loan Document in similar or different circumstances. This Waiver shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to
in Section 2 herein, and only to the extent specified in Section 2 herein. 
 SECTION 4. Representations and Warranties. The
Borrower hereby represents and warrants to the Administrative Agent and the Lenders that as of the date hereof: 
 (a) no Default or Event of
Default has occurred and is continuing; and 
 (b) the representations and warranties of each Loan Party set forth in the Loan Documents are
true and correct in all material respects on and as of the date hereof (and after giving effect to this Waiver) with the same effect as though made on and as of the date hereof (except to the extent such representations and warranties by their terms
relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date). 
 SECTION 5. Effectiveness. This Waiver shall become effective on the date (the “Effective Date”) on which the Administrative Agent shall have received counterparts hereof duly executed and delivered by
the Borrower and the Required Lenders. 
 SECTION 6. Waiver Fee. In consideration of the agreements of the Lenders contained herein,
the Borrower agrees to pay to the Administrative Agent, for the account of each Lender that delivers an executed counterpart of this Waiver by 5:00 p.m., New York City time, on February 22, 2006, a waiver fee (the “Waiver Fee”)
in an amount equal to .05% of the aggregate amount of such Lender’s Commitments and Term Loans on such date, provided that such Waiver Fee shall not be payable unless and until this Waiver becomes effective as provided in Section 5
above, in which case such Waiver Fee shall become immediately payable by the Borrower. 
  

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 SECTION 7. Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable
and documented out-of-pocket expenses in connection with this Waiver, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent. 
 SECTION 8. Governing Law; Counterparts. (a) This Waiver and the rights and obligations of the parties hereto shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New York. 
 (b) This Waiver may be executed by one or more of the
parties to this Waiver on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Waiver may be delivered by facsimile transmission electronic pdf of the
relevant signature pages hereof. 
 SECTION 9. Headings. The headings of this Waiver are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed and delivered by their
duly authorized officers as of the day and year first above written. 
  

			
	HEALTHSOUTH CORPORATION,
		
	by	 	/s/ JOHN WORKMAN
		 	Name: John Workman
		 	Title: Executive Vice President and Chief
		 	          Financial Officer


  

					
	
	JPMORGAN CHASE BANK, N.A.,
	individually and as Administrative Agent,
		
	by	 	/s/ DAWN LEE LUM
		 	Name:	 	Dawn Lee Lum
		 	Title:	 	Vice President


  

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 SIGNATURE PAGE FOR 
 WAIVER DATED FEBRUARY 16, 2006 
 TO THE HEALTHSOUTH CORPORATION 
 AMENDED AND RESTATED CREDIT AGREEMENT 
 DATED AS
OF MARCH 21, 2005 
  

					
	Institution:	 	First Commercial Bank
		
	by 	 	/s/ FRED R. ELLIOT
		 	Name:	 	Fred R. Elliot
		 	Title:	 	Sr. Vice President
		
	Institution:	 	Merrill Lynch Capital Corp.
		
	by 	 	/s/ MICHAEL E. O’BRIEN
		 	Name:	 	Michael E. O’Brien
		 	Title:	 	Vice President
		
	Institution:	 	Credit Suisse, Cayman Islands
		 	 Branch

		
	by 	 	/s/ BARRY ZAMORE
		 	Name:	 	Barry Zamore
		 	Title:	 	Managing Director
		
	by 	 	/s/ MICHAEL T. WOTANOWSKI
		 	Name:	 	Michael T. Wotanowski
		 	Title:	 	Vice President
		
	Institution:	 	Regiment Capital, LTD
		
	by 	 	Regiment Capital Management 
		 	 LLC as its Investment Advisor

		
	by 	 	Regiment Capital Advisors, LP
		 	 its Manager and pursuant to

		 	 delegated authority



  

 5 










					
		
	by 	 	/s/ TIMOTHY S. PETERSON
		 	Name:	 	Timothy S. Peterson
		 	Title:	 	President
		
	Institution:	 	The Foothill Group, Inc.
		
	by 	 	/s/ MICHAEL R. BOHANNON
		 	Name:	 	Michael R. Bohannon
		 	Title:	 	SVP
		
	Institution:	 	Grand Central Asset Trust,
		 	 BDC Series

		
	by 	 	/s/ MIKUS N. KINS
		 	Name:	 	Mikus N. Kins
		 	Title:	 	Attorney-in-fact
		
	Institution:	 	The Hartford Mutual Funds,
		 	 Inc., on behalf of the Hartford

		 	 Floating Rate Fund by Hartford

		 	 Investment Management

		 	 Company, its sub-advisor

		
	by 	 	/s/ ADRAYLL ASKEW
		 	Name:	 	Adrayll Askew
		 	Title:	 	AVP
		
	Institution:	 	WB Loan Funding 1, LLC
		
	by 	 	/s/ DIANA M. HIMES
		 	Name:	 	Diana M. Himes
		 	Title:	 	Associate
		
	Institution:	 	WB Loan Funding 2, LLC
		
	by 	 	/s/ DIANA M. HIMES
		 	Name:	 	Diana M. Himes
		 	Title:	 	Associate


  

 6 










					
	Institution:	 	WB Loan Funding 3, LLC
		
	by 	 	/s/ DIANA M. HIMES
		 	Name:	 	Diana M. Himes
		 	Title:	 	Associate
		
	Institution:	 	Spiret IV Loan Trust 2003-B
		
	by 	 	 Wilmington Trust Company

		 	not in its individual capacity
		 	but solely as trustee
		
	by 	 	/s/ RACHEL L. SIMPSON
		 	Name:	 	Rachel L. Simpson
		 	Title:	 	Financial Services Officer
		
	by 	 	/s/ DORRI E. WOLHAR
		 	Name:	 	Dorri E. Wolhar
		 	Title:	 	Financial Services Officer
		
	Institution:	 	Deutsche Bank Trust Company
		 	 Americas

		
	by 	 	/s/ DIANE F. ROLFE
		 	Name:	 	Diane F. Rolfe
		 	Title:	 	Vice President
		
	by 	 	/s/ SCOTTYE LINDSEY
		 	Name:	 	Scottye Lindsey
		 	Title:	 	Director
		
	Institution:	 	SunAmerica Life Insurance
		 	Company
		
	by 	 	 AIG Global Investment Corp.,

		 	Its Investment Advisor
		
	by 	 	/s/ W. JEFFREY BAXTER
		 	Name:	 	W. Jeffrey Baxter
		 	Title:	 	Managing Director


  

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	Institution:	 	SunAmerica Senior Floating
		 	Rate Fund
		
	by 	 	 AIG Global Investment Corp.,

		 	Its Investment Sub-Advisor
		
	by 	 	/s/ W. JEFFREY BAXTER
		 	Name:	 	W. Jeffrey Baxter
		 	Title:	 	Managing Director
		
	Institution:	 	Galaxy CLO 1999-1, Ltd.
		
	by 	 	 AIG Global Investment Corp.,

		 	Its Collateral Manager
		
	by 	 	/s/ W. JEFFREY BAXTER
		 	Name:	 	W. Jeffrey Baxter
		 	Title:	 	Managing Director
		
	Institution:	 	Oppenheimer Senior Floating Rate Fund
		
	by 	 	/s/ LISA CHAFFEE
		 	Name:	 	Lisa Chaffee
		 	Title:	 	AVP
		
	Institution:	 	Wells Fargo Bank
		
	by 	 	/s/ PETA SWIDLER
		 	Name:	 	Peta Swidler
		 	Title:	 	Senior Vice President


  

 8 










					
	 Institution:
	 	 TRS Quogue LLC

		
	 by 
	 	 /s/ ALICE L. WAGNER

		 	 Name:
	 	 Alice L. Wagner

		 	 Title:
	 	 Vice President

		
	 Institution:
	 	 Citibank, N.A.

		
	 by 
	 	 /s/ DAVID E. GRABER

		 	 Name:
	 	 David E. Graber

		 	 Title:
	 	 Attorney-In-Fact

		
	 Institution:
	 	 Citicorp North America, Inc.

		
	 by 
	 	 /s/ HECTOR GUENTHER

		 	 Name:
	 	 Hector Guenther

		 	 Title:
	 	 Vice President

		
	 Institution:
	 	 NYLIM Institutional Floating Rate Fund, L.P.

		
	 by 
	 	 New York Life Investment Management LLC,
 its Investment Manager

		
	 by 
	 	 /s/ F. BERTHELOT

		 	 Name:
	 	 F. Berthelot

		 	 Title:
	 	 Director

		
	 Institution:
	 	 MainStay Floating Rate Fund,
 a series of Eclipse Funds, Inc.

		
	 by 
	 	 New York Life Investment Management LLC

		
	 by 
	 	 /s/ F. BERTHELOT

		 	 Name:
	 	 F. Berthelot

		 	 Title:
	 	 Director



  

 9 










					
	Institution:	 	TRS Callisto LLC
		
	 by 
	 	/s/ ALICE L. WAGNER
		 	 Name:
	 	 Alice L. Wagner

		 	 Title:
	 	 Vice President

		
	 Institution:
	 	AG Alpha Credit Master, Ltd.
		
	 by 
	 	 Angelo Gordon & Co., L.P.
 As
Investment Manager

		
	 by 
	 	/s/ MICHAEL L. GORDON
		 	 Name:
	 	 Michael L. Gordon

		 	 Title:
	 	 Authorized Signatory

		
	 Institution:
	 	Riviera Funding LLC
		
	 by 
	 	/s/ M. CRISTINA HIGGINS
		 	 Name:
	 	 M. Cristina Higgins

		 	 Title:
	 	 Assistant Vice President

		
	 Institution:
	 	 Western Asset Floating Rate
 High
Income Fund LLC

		
	 by 
	 	/s/ TIMOTHY J. SETTEL
		 	 Name:
	 	 Timothy J. Settel

		 	 Title:
	 	 Portfolio Manager

		
	 Institution:
	 	 First Trust/Highland Capital
 Floating
Rate Income Fund

		
	 by 
	 	/s/ JOE DOUGHERTY
		 	 Name:
	 	 Joe Dougherty

		 	 Title:
	 	 Portfolio Manager



  

 10 










					
	 Institution:
	 	Citadel Hill 2000 Ltd.
		
	 by 
	 	/s/ BRIAN CERRETA
		 	 Name:
	 	 Brian Cerreta

		 	 Title:
	 	 Authorized Signatory

		
	 Institution:
	 	 Sankaty Advisors, LLC
 as Collateral
Manager for
 Prospect Funding I, LLC
 as Term
Lender

		
	 by 
	 	/s/ JAMES F. KELLOGG III
		 	 Name:
	 	 James F. Kellogg III

		 	 Title:
	 	 Managing Director

		
	 Institution:
	 	Sankaty High Yield Partners, III, L.P.
		
	 by 
	 	/s/ JAMES F. KELLOGG III
		 	 Name:
	 	 James F. Kellogg III

		 	 Title:
	 	 Managing Director

		
	 Institution:
	 	Sankaty High Yield Partners, II, L.P.
		
	 by 
	 	/s/ JAMES F. KELLOGG III
		 	 Name:
	 	 James F. Kellogg III

		 	 Title:
	 	 Managing Director

		
	 Institution:
	 	Goldman Sachs Credit Partners
		
	 by 
	 	/s/ PEDRO RAMIREZ
		 	 Name:
	 	 Pedro Ramirez

		 	 Title:
	 	 Authorized Signatory



  

 11 










					
	 Institution:
	 	TRSL LLC
		
	 by 
	 	/s/ DEIRDRE WHORTON
		 	 Name:
	 	 Deirdre Whorton

		 	 Title:
	 	 Assistant Vice President

		
	 Institution:
	 	Waterville Funding LLC
		
	 by 
	 	/s/ M. CRISTINA HIGGINS
		 	 Name:
	 	 M. Cristina Higgins

		 	 Title:
	 	 Assistant Vice President

		
	 Institution:
	 	Blackrock Global Floating Rate Income Trust
		
	 by 
	 	/s/ TOM COLWELL
		 	 Name:
	 	 Tom Colwell

		 	 Title:
	 	 Authorized Signatory

		
	 Institution:
	 	Blackrock Limited Duration Income Trust
		
	 by 
	 	/s/ TOM COLWELL
		 	 Name:
	 	 Tom Colwell

		 	 Title:
	 	 Authorized Signatory

		
	 Institution:
	 	Magnetite Asset Investors LLC
		
	 by 
	 	/s/ TOM COLWELL
		 	 Name:
	 	 Tom Colwell

		 	 Title:
	 	 Authorized Signatory

		
	 Institution:
	 	Magnetite Asset Investors III LLC
		
	 by 
	 	/s/ TOM COLWELL
		 	 Name:
	 	 Tom Colwell

		 	 Title:
	 	 Authorized Signatory



  

 12 










			
	 Institution:
	 	 Colonial Funding LLC

		
	 by  
	 	 /s/ M. CRISTINA HIGGINS

		 	 Name: M. Cristina Higgins
 Title: Assistant Vice President

		
	 Institution:
	 	 PPM Spyglass Funding Trust

		
	 by  
	 	 /s/ M. CRISTINA HIGGINS

		 	 Name: M. Cristina Higgins
 Title: Authorized Agent

		
	 Institution:
	 	 PPM Monarch Bay Funding LLC

		
	 by  
	 	 /s/ M. CRISTINA HIGGINS

		 	 Name: M. Cristina Higgins
 Title: Assistant Vice President

		
	 Institution:
	 	 Fidelity Puritan Trust: Fidelity
 Puritan Fund

		
	 by  
	 	 /s/ JOHN H. COSTELLO

		 	 Name: John H. Costello
 Title: Assistant Treasurer

		
	 Institution:
	 	 PPM Shadow Creek Funding LLC

		
	 by  
	 	 /s/ M. CRISTINA HIGGINS

		 	 Name: M. Cristina Higgins
 Title: Assistant Vice President

		
	 Institution:
	 	 Fidelity Advisor Series II:
 Fidelity Advisor Floating Rate High Income Fund

		
	 by  
	 	 /s/ JOHN H. COSTELLO

		 	 Name: John H. Costello
 Title: Assistant Treasurer



  

 13 










			
	 Institution:
	 	 Fidelity Central Investment
 Portfolios LLC: Fidelity
 Floating
Rate Central Investment Portfolio

		
	 by  
	 	 /s/ JOHN H. COSTELLO

		 	 Name: John H. Costello
 Title: Assistant Treasurer

		
	 Institution:
	 	 Birchwood Funding LLC

		
	 by  
	 	 /s/ M. CRISTINA HIGGINS

		 	 Name: M. Cristina Higgins
 Title: Assistant Vice President

		
	 Institution:
	 	 Raintree Trading LLC

		
	 by  
	 	 /s/ M. CRISTINA HIGGINS

		 	 Name: M. Cristina Higgins
 Title: Assistant Vice President

		
	 Institution:
	 	 Classic Cayman B.D. Limited

		
	 by  
	 	 /s/ JANET WOLFF

		 	 Name: Janet Wolff
 Title: Authorized Signatory

		
	 by  
	 	 /s/ DANIEL CONLON

		 	 Name: Daniel Conlon
 Title: Authorized Signatory

		
	 Institution:
	 	 Pioneer Floating Rate Trust

		
	 by  
	 	 /s/ JOE DOUGHERTY

		 	 Name: Joe Dougherty
 Title: Portfolio Manager



  

 14 










			
	 Institution:
	 	 Highland Floating Rate
 Advantage Fund

		
	 by  
	 	 /s/ JOE DOUGHERTY

		 	 Name: Joe Dougherty
 Title: Senior Vice President

		
	 Institution:
	 	 Highland Floating Rate LLC

		
	 by  
	 	 /s/ JOE DOUGHERTY

		 	 Name: Joe Dougherty
 Title: Senior Vice President

		
	 Institution:
	 	 Senior Debt Portfolio

		
	 by  
	 	 Boston Management and
 Research as Investment Advisor

		
	 by  
	 	/s/ MICHAEL B. BOTTHOF
		 	 Name: Michael B. Botthof
 Title: Vice President

		
	 Institution:
	 	 Eaton Vance Senior Income
 Trust

		
	 by  
	 	 Eaton Vance Management
 as Investment Advisor

		
	 by  
	 	 /s/ MICHAEL B. BOTTHOF

		 	 Name: Michael B. Botthof
 Title: Vice President

		
	 Institution:
	 	 Eaton Vance Institutional Senior
 Loan Fund

		
	 by  
	 	 Eaton Vance Management
 as Investment Advisor



  

 15 










			
	 by  
	 	 /s/ MICHAEL B. BOTTHOF

		 	 Name: Michael B. Botthof
 Title: Vice President

		
	 Institution:
	 	 Eaton Vance CDO III, Ltd.

		
	 by  
	 	 Eaton Vance Management
 as Investment Advisor

		
	 by  
	 	 /s/ MICHAEL B. BOTTHOF

		 	 Name: Michael B. Botthof
 Title: Vice President

		
	 Institution:
	 	 Eaton Vance CDO VI, Ltd.

		
	 by  
	 	 Eaton Vance Management
 as Investment Advisor

		
	 by  
	 	 /s/ MICHAEL B. BOTTHOF

		 	 Name: Michael B. Botthof
 Title: Vice President

		
	 Institution:
	 	 Grayson & Co.

		
	 by  
	 	 Boston Management and
 Research as Investment Advisor

		
	 by  
	 	 /s/ MICHAEL B. BOTTHOF

		 	 Name: Michael B. Botthof
 Title: Vice President

		
	 Institution:
	 	 Eaton Vance VT Floating Rate
 Income Fund

		
	 by  
	 	 Eaton Vance Management
 as Investment Advisor

		
	 by  
	 	 /s/ MICHAEL B. BOTTHOF

		 	 Name: Michael B. Botthof
 Title: Vice President



  

 16 










					
	 Institution:
	 	Eaton Vance Limited Duration Income Fund
		
	 by 
	 	Eaton Vance Management as Investment Advisor
		
	 by 
	 	/s/ MICHAEL B. BOTTHOF
		 	 Name:
	 	 Michael B. Botthof

		 	 Title:
	 	 Vice President

		
	 Institution:
	 	Tolli & Co.
		
	 by 
	 	Eaton Vance Management as Investment Advisor
		
	 by 
	 	/s/ MICHAEL B. BOTTHOF
		 	 Name:
	 	 Michael B. Botthof

		 	 Title:
	 	 Vice President

		
	 Institution:
	 	Eaton Vance Senior Floating Rate Trust
		
	 by 
	 	Eaton Vance Management as Investment Advisor
		
	 by 
	 	/s/ MICHAEL B. BOTTHOF
		 	 Name:
	 	 Michael B. Botthof

		 	 Title:
	 	 Vice President

		
	 Institution:
	 	Eaton Vance Floating Rate Income Trust
		
	 by 
	 	Eaton Vance Management as Investment Advisor
		
	 by 
	 	/s/ MICHAEL B. BOTTHOF
		 	 Name:
	 	 Michael B. Botthof

		 	 Title:
	 	 Vice President



  

 17 










					
	 Institution:
	 	 Eaton Vance Short Duration
 Diversified Income Fund

		
	 by 
	 	Eaton Vance Management as Investment Advisor
		
	 by 
	 	/s/ MICHAEL B. BOTTHOF
		 	 Name:
	 	 Michael B. Botthof

		 	 Title:
	 	 Vice President

		
	 Institution:
	 	Chatham Asset High Yield Master Fund, Ltd.
		
	 by 
	 	 Chatham Asset Management, LLC,
 as
Investment Advisor

		
	 by 
	 	/s/ ANTHONY MELCHIORRE
		 	 Name:
	 	 Anthony Melchiorre

		 	 Title:
	 	 Managing Member

		
	 Institution:
	 	Wachovia Bank, National Association
		
	 by 
	 	/s/ CHRIS McCOY
		 	 Name:
	 	 Chris McCoy

		 	 Title:
	 	 Vice President

		
	 Institution:
	 	Goldman Sachs Credit Partners
		
	 by 
	 	/s/ COURTNEY MATHER
		 	 Name:
	 	 Courtney Mather

		 	 Title:
	 	 Vice President



  

 18 










					
	 Institution:
	 	Putnam Floating Rate Income Fund
		
	 by 
	 	/s/ BETH MAZOR
		 	 Name:
	 	 Beth Mazor

		 	 Title:
	 	 V.P.

		
	 Institution:
	 	Putnam Diversified Income Trust
		
	 by 
	 	/s/ BETH MAZOR
		 	 Name:
	 	 Beth Mazor

		 	 Title:
	 	 V.P.

		
	 Institution:
	 	Putnam Premier Income Trust
		
	 by 
	 	/s/ BETH MAZOR
		 	 Name:
	 	 Beth Mazor

		 	 Title:
	 	 V.P.

		
	 Institution:
	 	Special Situations Investing Group
		
	 by 
	 	/s/ ALBERT DOMBROWSKI
		 	 Name:
	 	 Albert Dombrowski

		 	 Title:
	 	 Authorized Signatory

		
	 Institution:
	 	Eaton Vance CDO VIII, Ltd.
		
	 by 
	 	Eaton Vance Management as Investment Advisor
		
	 by 
	 	/s/ MICHAEL B. BOTTHOF
		 	 Name:
	 	 Michael B. Botthof

		 	 Title:
	 	 Vice President



  

 19