Q1 2002 Exhibit 10.1




                                                                Exhibit 10.1



LA QUINTA CORPORATION 

LA QUINTA PROPERTIES, INC.



FIRST AMENDMENT

TO CREDIT AGREEMENT



This FIRST AMENDMENT TO CREDIT AGREEMENT (this
"Amendment") is dated as of March 29, 2002 and entered into by
and among La Quinta Corporation (formerly known as Meditrust Operating Company),
a Delaware corporation ("La Quinta"), La Quinta Properties,
Inc. (formerly known as Meditrust Corporation), a Delaware corporation
("La Quinta Properties," and together with La Quinta, the
"Borrowers"), the financial institutions listed on the
signature pages hereof ("Lenders"), CANADIAN IMPERIAL BANK OF
COMMERCE, as administrative agent for Lenders ("Administrative
Agent"), and for purposes of Section 4 hereof, the Credit Support
Parties (as defined in Section 4 hereof) listed on the signature pages hereof,
and is made with reference to that certain Credit Agreement dated as of June 6,
2001 (the "Credit Agreement"), by and among Borrowers, Lenders
and Administrative Agent.  Capitalized terms used herein without definition
shall have the same meanings herein as set forth in the Credit Agreement.  

RECITALS

WHEREAS, Borrowers and Lenders desire to amend the Credit
Agreement to (i) amend certain of the financial covenants set forth therein and
certain related definitions; and (ii) make certain other amendments as set forth
below; 

NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as
follows:


Section 1.     AMENDMENTS TO THE CREDIT AGREEMENT



1.1  Amendments to Section 1:  Provisions Relating to Defined Terms

A.Subsection 1.1 of the Credit Agreement is hereby amended
by deleting from the end of the definition of "Net Worth Adjustment
Amount" the reference to ", for any four Fiscal Quarter period then
ended on or prior to such date of determination".

B.Subsection 1.1 of the Credit Agreement is hereby further amended
by deleting the punctuation mark "." at the end of the definition of
"Permitted Reinvestment Capital Expenditures" and substituting in lieu
thereof "plus (iii) Capital Expenditures representing the reinvestment of
net proceeds from the sale of Lodging Assets, the cumulative amount of which
shall not exceed the lesser of (a) the cumulative amount of net sale proceeds
from the sale of Lodging Assets actually received since the Closing Date or (b)
$50,000,000 per Fiscal Year."


1.2 Amendments to Section 6.  Borrowers' Affirmative Covenants

Subsection 6.4B of the Credit Agreement is hereby amended by
(i) deleting from the end of the first sentence the reference to
"which insurance shall in no event provide for materially less coverage
than the insurance in effect on the Closing Date" and (ii) deleting
from the end of clause (ii) of the second sentence the reference to "from
that existing on the Closing Date".


1.3 Amendments to Section 7.  Borrowers' Negative Covenants

	Financial Covenants. 

	Subsection 7.6A of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:

"A.Maximum Total Leverage Ratio.  Borrowers shall not permit
the Total Leverage Ratio as of the last day of any Fiscal Quarter set forth
below to exceed the correlative ratio indicated below:



	 	
Period
	
Maximum Total Leverage Ratio

	
	
1st Fiscal Quarter, Fiscal Year 2002
	
4.60:1.00

	
	
2nd Fiscal Quarter, Fiscal Year 2002
	
4.60:1.00

	
	
3rd Fiscal Quarter, Fiscal Year 2002
	
4.80:1.00

	
	
4th Fiscal Quarter, Fiscal Year 2002
	
4.60:1.00

	
	
	

	
	
1st Fiscal Quarter, Fiscal Year 2003
	
4.50:1.00

	
	
2nd Fiscal Quarter, Fiscal Year 2003
	
4.00:1.00

	
	
3rd Fiscal Quarter, Fiscal Year 2003
	
4.00:1.00

	
	
4th Fiscal Quarter, Fiscal Year 2003
	
4.00:1.00

	
	
	

	
	
1st Fiscal Quarter, Fiscal Year 2004
	
4.00:1.00

	
	
2nd Fiscal Quarter, Fiscal Year 2004

  and each Fiscal Quarter thereafter"
	


3.75:1.00






	Subsection 7.6B of the Credit Agreement is hereby amended by deleting
it in its entirety and substituting the following therefor:

"B.Minimum Lodging EBITDA.  Borrowers shall not permit
Lodging EBITDA for any four consecutive Fiscal Quarter period ending on the last
day of any Fiscal Quarter set forth below to be less than the amount indicated
which required amount shall be reduced by the amount of Lodging EBITDA generated
by or attributable to Lodging Assets which were the subject of a disposition
after the Closing Date:



	
	
Period
	
Minimum Lodging EBITDA

	
	
1st Fiscal Quarter, Fiscal Year 2002
	
$160,000,000

	
	
2nd Fiscal Quarter, Fiscal Year 2002
	
$160,000,000

	
	
3rd Fiscal Quarter, Fiscal Year 2002
	
$160,000,000

	
	
4th Fiscal Quarter, Fiscal Year 2002
	
$160,000,000

	
	
1st Fiscal Quarter, Fiscal Year 2003 and

       each Fiscal Quarter thereafter"
	


$180,000,000






	Subsection 7.6D of the Credit Agreement is hereby amended by deleting
it in its entirety and substituting the following therefor:

"D.Minimum Fixed Charge Coverage Ratio.  Borrowers shall not
permit the ratio of (i) Consolidated EBITDA minus the Capital
Expenditure Reserve to (ii)  Fixed Charges for any four consecutive Fiscal
Quarter period ending on the last day of any Fiscal Quarter set forth below to
be less than the correlative ratio indicated:



	 	
Period
	
Minimum Fixed Charge Coverage Ratio

	
	
1st Fiscal Quarter, Fiscal Year 2002
	
1.55:1.00

	
	
2nd Fiscal Quarter, Fiscal Year 2002
	
1.55:1.00

	
	
3rd Fiscal Quarter, Fiscal Year 2002
	
1.50:1.00

	
	
4th Fiscal Quarter, Fiscal Year 2002
	
1.55:1.00

	
	
	

	
	
1st Fiscal Quarter, Fiscal Year 2003
	
1.55:1.00

	
	
2nd Fiscal Quarter, Fiscal Year 2003
	
1.60:1.00

	
	
3rd Fiscal Quarter, Fiscal Year 2003
	
1.60:1.00

	
	
4th Fiscal Quarter, Fiscal Year 2003
	
1.60:1.00

	
	
	

	
	
1st Fiscal Quarter, Fiscal Year 2004 and

      each Fiscal Quarter thereafter"
	


1.70:1.00









Section 2.     CONDITIONS TO EFFECTIVENESS

Section 1 of this Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the
"First Amendment Effective Date"): 



	 On or before the First Amendment Effective Date, Borrowers shall deliver to
Lenders (or to Administrative Agent for Lenders) the following, each, unless
otherwise noted, dated the First Amendment Effective Date:  


	Signature and incumbency certificates of each Loan Parties' officers
executing this Amendment; and
	Copies of this Amendment executed by Borrowers and the Credit Support
Parties.  




	 Requisite Lenders shall have executed this Amendment.

	 The Borrowers shall have paid to each Lender that executes and returns this
Amendment to the Administrative Agent prior to noon Los Angeles time on
March 29, 2002, a fee equal to 12.5 basis points of the sum of such
Lender's Term Loan Exposure plus such Lender's Revolving Loan Exposure as
in effect as of the date hereof.  

	 On or before the First Amendment Effective Date, all corporate and other
proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel
shall be satisfactory in form and substance to Administrative Agent and such
counsel, and Administrative Agent and such counsel shall have received all such
counterpart originals or certified copies of such documents as Administrative
Agent may reasonably request. 

Section 3.     BORROWERS' REPRESENTATIONS AND WARRANTIES

In order to induce Lenders to enter into this Amendment and to amend the
Credit Agreement in the manner provided herein, each Borrower represents and
warrants to each Lender that the following statements are true, correct and
complete:  


	Corporate Power and Authority.  Each Loan Party has all requisite
corporate power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement as amended by this Amendment (the "Amended
Agreement").

	Authorization of Agreements.  The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary corporate action on the part of each Loan Party.

	No Conflict.  The execution and delivery by each Loan Party of this
Amendment and the performance by each Loan Party of the Amended Agreement do not
and will not (i) violate any provision of any law or any governmental rule or
regulation applicable to any Loan Party, the Certificate or Articles of
Incorporation or Bylaws of any Loan Party or any order, judgment or decree of
any court or other agency of government binding on any Loan Party, (ii) conflict
with, result in a breach of or constitute (with due notice or lapse of time or
both) a default under any Contractual Obligation of any Loan Party,
(iii) result in or require the creation or imposition of any Lien upon any
of the properties or assets of any Loan Party (other than Liens created under
any of the Loan Documents in favor of Administrative Agent on behalf of Lenders
and the Senior Notes), or (iv) require any approval of stockholders or any
approval or consent of any Person under any Contractual Obligation of any Loan
Party.  

	Governmental Consents.  The execution and delivery by each Loan Party
of this Amendment and the performance by each Loan Party of the Amended
Agreement do not and will not require any registration with, consent or approval
of, or notice to, or other action to, with or by, any federal, state or other
governmental authority or regulatory body.

	Binding Obligation.  This Amendment and the Amended Agreement have
been duly executed and delivered by each Loan Party and are the legally valid
and binding obligations of each Loan Party, enforceable against each Loan Party
in accordance with their respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles relating to
enforceability.

	Incorporation of Representations and Warranties From Credit
Agreement.  The representations and warranties contained in Section 5
of the Credit Agreement are and will be true, correct and complete in all
material respects on and as of the First Amendment Effective Date to the same
extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects on and as of
such earlier date. 

	Absence of Default.  No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment
that would constitute an Event of Default or a Potential Event of Default.


Section 4.     ACKNOWLEDGEMENT AND CONSENT

Each Borrower is a party to the Pledge Agreement and certain of the
Collateral Documents, as amended through the First Amendment Effective Date,
pursuant to which each Borrower has created Liens in favor of Administrative
Agent on certain Collateral to secure the Obligations.  Each Subsidiary
Guarantor is a party to the Pledge Agreement, the Subsidiary Guaranty and
certain of the Collateral Documents, in each case as amended through the First
Amendment Effective Date, pursuant to which each Subsidiary Guarantor has
(i) guarantied the Obligations and (ii)  created Liens in favor of
Administrative Agent on certain Collateral and pledged certain Collateral to
Administrative Agent to secure the obligations of such Subsidiary Guarantor
under the Subsidiary Guaranty.  Each Borrower and Subsidiary Guarantor are
collectively referred to herein as the "Credit Support
Parties", and the Pledge Agreement and the Subsidiary Guaranty are
collectively referred to herein as the "Credit Support
Documents".

Each Credit Support Party hereby acknowledges that it has reviewed the terms
and provisions of the Credit Agreement and this Amendment and consents to the
amendment of the Credit Agreement effected pursuant to this Amendment.  Each
Credit Support Party hereby confirms that each Credit Support Document to which
it is a party or otherwise bound and all Collateral encumbered thereby will
continue to guaranty or secure, as the case may be, to the fullest extent
possible the payment and performance of all "Obligations" and
"Secured Obligations," as the case may be (in each case as such terms
are defined in the applicable Credit Support Document), including without
limitation the payment and performance of all such "Obligations" and
"Secured Obligations," as the case may be, in respect of the
Obligations of each Borrower now or hereafter existing under or in respect of
the Amended Agreement and the Notes defined therein.  

Each Credit Support Party acknowledges and agrees that any of the Credit
Support Documents to which it is a party or otherwise bound shall continue in
full force and effect and that all of its obligations thereunder shall be valid
and enforceable and shall not be impaired or limited by the execution or
effectiveness of this Amendment.  Each Credit Support Party represents and
warrants that all representations and warranties contained in the Amended
Agreement and the Credit Support Documents to which it is a party or otherwise
bound are true, correct and complete in all material respects on and as of the
First Amendment Effective Date to the same extent as though made on and as of
that date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case they were true, correct and complete in
all material respects on and as of such earlier date.

Each Credit Support Party (other than the Borrowers) acknowledges and agrees
that (i) notwithstanding the conditions to effectiveness set forth in this
Amendment, such Credit Support Party is not required by the terms of the Credit
Agreement or any other Loan Document to consent to the amendments to the Credit
Agreement effected pursuant to this Amendment and (ii) nothing in the
Credit Agreement, this Amendment or any other Loan Document shall be deemed to
require the consent of such Credit Support Party to any future amendments to the
Credit Agreement.



Section 5.     MISCELLANEOUS

	Reference to and Effect on the Credit Agreement and the Other Loan
Documents.  

	On and after the First Amendment Effective Date, each reference in the
Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to the
"Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement shall mean and be a
reference to the Amended Agreement.
	Except as specifically amended by this Amendment, the Credit Agreement and
the other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.
	The execution, delivery and performance of this Amendment shall not, except
as expressly provided herein, constitute a waiver of any provision of, or
operate as a waiver of any right, power or remedy of Administrative Agent or any
Lender under, the Credit Agreement or any of the other Loan Documents.



	Fees and Expenses.  Each Borrower acknowledges that all costs, fees
and expenses as described in subsection 10.2 of the Credit Agreement
incurred by Administrative Agent and its counsel with respect to this Amendment
and the documents and transactions contemplated hereby shall be for the account
of the Borrowers.  

	Headings.  Section and subsection headings in this
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect. 

	Applicable Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

	Counterparts.  This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.  

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.



BORROWERS:


LA QUINTA CORPORATION 

By: _/s/ David L. Rea_____________

Name:  David L. Rea

Title: Executive Vice President &

         Chief Financial Officer 

LA QUINTA PROPERTIES, INC. 

By: _/s/ David L. Rea_____________

Name:  David L. Rea

Title:  Executive Vice President &

          Chief Financial Officer


CREDIT SUPPORT PARTIES:

MEDITRUST HEALTHCARE CORPORATION

MEDITRUST MORTGAGE INVESTMENTS, INC.

MEDITRUST FINANCIAL SERVICES CORPORATION


By: _/s/ David L. Rea_____________

On behalf of each of the entities immediately preceding this signature
block (for the purposes of Section 4 only), as a Credit Support Party


Name:  David L. Rea

Title:  Chief Financial Officer and Treasurer


 


MEDITRUST TRS, INC.

LA QUINTA TRS, INC.

LA QUINTA TRS II, INC.

LA QUINTA TRS III, INC.

LA QUINTA TRS IV, INC.


By: _/s/ Francis W. Cash________ 

On behalf of each of the entities immediately preceding this signature block
(for the purposes of Section 4 only), as a Credit Support Party


Name: Francis W. Cash


Title:  President




LA QUINTA REALTY CORP.

LQI ACQUISITION CORPORATION

LA QUINTA INVESTMENTS, INC.

LA QUINTA LEASING COMPANY

LA QUINTA INNS, INC.

MOC HOLDING COMPANY


By: _/s/ David L. Rea_____________ 

On behalf of each of the entities immediately preceding this signature block
(for the purposes of Section 4 only), as a Credit Support Party


Name:  David L. Rea

   Title:  Executive Vice President &

          Chief Financial Officer


 

LA QUINTA FRANCHISE, LLC

LA QUINTA WORLDWIDE, LLC


By: _/s/ David L. Rea_____________ 

On behalf of each of the entities immediately preceding this signature block
(for the purposes of Section 4 only), as a Credit Support Party


Name:  David L. Rea

   Title:   Manager, President and Treasurer


 

 

LA QUINTA TEXAS PROPERTIES, L.P. (for the purposes of Section 4 only),
as a Credit Support Party


By:    LA QUINTA REALTY CORP.



By: _/s/ David L. Rea______

Name:  David L. Rea


Title:  Executive Vice President,

          Chief Financial Officer &

          Treasurer



LQ INVESTMENTS I

LQ INVESTMENTS II

LQ - EAST IRVINE JOINT VENTURE


On behalf of each of the entities immediately preceding this signature
block (for the purposes of Section 4 only), as a Credit Support Party


By: LA QUINTA PROPERTIES, INC., as Partner


 

By: _/s/ David L. Rea______

Name:  David L. Rea

Title:  Executive Vice President and Chief Financial
Officer


LQC LEASING, LLC


LA QUINTA LODGING INVESTMENTS, LLC


On behalf of each of the entities immediately preceding this signature block
(for the purposes of Section 4 only), as a Credit Support Party


 

By:    LA QUINTA PROPERTIES,           INC., as Sole
Member 


 


By: _/s/ David L. Rea______

Name:  David L. Rea

Title:    Executive Vice President and Chief Financial
Officer


LQ - LNL, L.P.

LQ BATON ROUGE JOINT VENTURE

LA QUINTA DENVER - PEORIA STREET LTD.

LA QUINTA DEVELOPMENT PARTNERS, L.P.


On behalf of each of the entities immediately preceding this signature
block (for the purposes of Section 4 only), as a Credit Support Party


By: LA QUINTA PROPERTIES, INC., as General Partner


 

By: _/s/ David L. Rea______

Name:  David L. Rea


Title:  Executive Vice President

and Chief Financial Officer


MT LIMITED I LLC

MEDITRUST ACQUISITION  COMPANY LLC

MEDITRUST ACQUISITION COMPANY II LLC

MT GENERAL LLC


By: MEDITRUST HEALTHCARE CORPORATION, as Manager


 

By: _/s/ David L. Rea______

Name:  David L. Rea


Title:    Chief Financial Officer &

Treasurer


LQM OPERATING PARTNERS, L.P.



By: LA QUINTA REALTY CORP., its General Partner


On behalf of each of the entities immediately preceding this signature
block (for the purposes of Section 4 only), as a Credit Support Party


 


By: _/s/ David L. Rea______

Name:  David L. Rea

Title:  Executive Vice President,

Chief Financial Officer & Treasurer



TELEMATRIX, INC. (for the purposes of Section 4 only), as a Credit
Support Party


By: _/s/ David L. Rea_____________ 

Name:  David L. Rea

Title:  Assistant Treasurer

T AND F PROPERTIES, LP (for the purposes of Section 4 only), as a
Credit Support Party


By:MT GENERAL LLC, as General Partner


By:MEDITRUST HEALTHCARE CORPORATION, its Manager


By: _/s/ David L. Rea__Name:  David L.
Rea


Title:   Chief Financial Officer and Treasurer


MEDITRUST MANAGEMENT COMPANY (for the purposes of Section 4 only), as
a Credit Support Party


By:MEDITRUST HEALTHCARE CORPORATION, its Trustee


By: _/s/ David L. Rea______

Name:  David L. Rea

Title:   Executive Vice President,

Chief Financial Officer and Treasurer



LQ - WB, LLC (for the purposes of Section 4 only), as a Credit Support
Party


By:LA QUINTA LEASING COMPANY, a Manager


By: _/s/ David L. Rea_____________ 

Name:  David L. Rea


Title:   Executive Vice President, Chief Financial Officer and
Treasurer



TELEMATRIX EQUIPMENT LLC (for the purposes of Section 4 only), as a
Credit Support Party


By:LA QUINTA LEASING COMPANY, a Manager


By: _/s/ David L. Rea_____________ 

Name:  David L. Rea


Title:   Executive Vice President , Chief Financial Officer and Treasurer


ADMINISTRATIVE AGENT:

CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent

By: _/s/ Dean J. Decker_____________

Dean J. Decker

Managing Director

CIBC World Markets Corp., AS AGENT


Notice Address:

CANADIAN IMPERIAL BANK OF COMMERCE

   425 Lexington Avenue

   New York, New York  10017

   Attn.:  Agency Services Dept.

   Facsimile No.: (212) 856-3799


With a Copy to:


CIBC WORLD MARKETS CORP.

10880 Wilshire Boulevard, Suite 1700

Los Angeles, California  90024


 

LENDERS:


CIBC, INC., as a Lender

By: _/s/ Dean J. Decker_____________

Dean J. Decker

Managing Director

CIBC World Markets Corp., AS AGENT


 

Notice Address:


CIBC, INC.

425 Lexington Avenue

New York, New York  10017

Attn.: Agency Services Dept.

Facsimile No.: (212) 856-3799


With a Copy to:


CIBC WORLD MARKETS CORP.

   10880 Wilshire Boulevard, Suite 1700

   Los Angeles, California  90024


FLEET NATIONAL BANK, as a Lender


 

By: _/s/ Mark R. Luster_____________ 

Name:  Mark R. Luster

Title:  Vice President


Notice Address:


Fleet National Bank

   Mark R. Luster

   Vice President

   777 Main Street

   Hartford, CN  06115

   Mail Stop: CTEH40224E


LEHMAN COMMERCIAL PAPER INC.


By: _/s/ Michele Swanson____________

Name:  ___ Michele Swanson________

Title:    ____Authorized Signatory_____


JPMorgan Chase Bank, as a Lender


By: _/s/ John F. Mix____________

Name:  ___ John F. Mix  ________

Title:    ____Vice-President   _____


CREDIT LYONNAIS New York Branch, as a Lender


By: _/s/ Bruno DeFloor____________

Name:  ___ Bruno DeFloor _____ __

Title:    ____Vice President____


ELF Funding Trust I 

By: Highland Capital Management, L.P. , As Collateral Manager


By: _/s/ Louis Koven____________

Name:  Louis Koven___ _____ __

Title:    Executive Vice President-CFO 

Highland Capital Management, L.P.___


EMERALD ORCHARD LIMITED


 

By: _/s/Stacey Malek ____________

Name:  Stacey Malek___ _____ __

Title:    Attorney in Fact________


Pamco Cayman, Ltd.

By: Highland Capital Management, L.P., As Collateral Manager 


 

By: _/s/ Louis Koven____________

Name:  Louis Koven___ _____ __

Title:    Executive Vice President-CFO  

Highland Capital Management, L.P.___


GLENEAGLES TRADING LLC                     


By: _/s/ Ann E. Morris____________   

Name:  Ann E. Morris___ _____ __  

Title:    Assistant Vice President_____    


Highland Loan Funding V Ltd

By: Highland Capital Management, L.P.,  As Collateral Manager


 

By: _/s/Louis Koven ____________

Name:  Louis Koven___ _____ __

Title:    Executive Vice President-CFO  

Highland Capital Management, L.P.___


SRV-HIGHLAND, INC.


 

By: _/s/ Ann E. Morris____________

Name:  Ann E. Morris___ _____ __

Title:    Assistant Vice President______

KZH HIGHLAND-2 LLC, as a Lender


 

By: _/s/ Virginia Conway __________  

Name:  Virginia Conway___ _____ __

Title:    Authorized Agent______

KZH PAMCO, as a Lender


 

By: _/s/Virginia Conway ______          

Name:  Virginia Conway__ _____ __

Title:    Authorized Agent______

BLUE SQUARE FUNDING SERIES 3


                                                            By: Bankers
Trust Company,

as Trustee


By: _/s/ Susan Anderson____________

Name:  Susan Anderson___ _____ __

Title:    Assistant Vice President______


CSAM FUNDING 1, as a Lender


 

 

By: _/s/ David H. Lerner ___________

Name:  David H. Lerner___ _____ __

Title:    Autorized Signatory_____  

FIRST DOMINION FUNDING 1, as a Lender 


 

By: _/s/ David H. Lerner____________

Name:  David H. Lerner___ _____ __

Title:    Authorized Signatory______

FIRST DOMINION FUNDING II, as a Lender


 

By: _/s/ David H. Lerner____________

Name:  David H. Lerner___ _____ __

Title:    Authorized Signatory______


 

 

 

HAMILTON CDO,LTD

By: Stanfield Capital Partners LLC              

As its Collateral Manager       


By: _/s/ Gregory L. Smith__________  

Name:  Gregory L. Smith___ _____ __

Title:    Partner______


 

STANFIELD ARBITAGE CDO, Ltd.

By: Stanfield Capital Partners, LLC

As its Collateral Manager  


By: _/s/ Gregory L. Smith __________

Name:   Gregory L. Smith___ _ 

Title:     Partner______


STANFIELD CLO Ltd.

By: Stanfield Capital Parnters LLC    

As its Collateral Manager     


 

By: _/s/ Gregory L. Smith __________

Name: Gregory L. Smith ___ _____ __

Title:     Partner______



STANFIELD/RMF TRANSATLANTIC CDO Ltd.

By: Stanfield Capital Partners LLC       

As its Collateral Manager      


By: _/s/Gregory L. Smith  __________

Name:  Gregory L. Smith ___ _ 

Title:    Partner ______



Windsor Loan Funding, Limited

By: Stanfield Capital Partners LLC       

As its Investment Manager      


 

By: _/s/  Gregory L. Smith__________

Name:   Gregory L. Smith___ _ 

Title:     Partner______


ARES Leveraged Investment Fund II, L.P.     

By: ARES Management II, L.P.     

Its: General Partner     


By: _/s/ Seth J. Brufsky____________

Name:  Seth J. Brufsky ___ _____ __

Title:    Vice President ______


 

ARES III CLO Ltd.     

By: ARES CLO  Management LLC     


By: _/s/ Seth J. Brufsky ____________

Name:   Seth J. Brufsky___ _____ __

Title:     Vice President______


ARES IV CLO Ltd.     

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

Investment Manager     

By: Ares CLO GP IV, LLC            

Its Managing Member     


By: _/s/Seth J. Brufsky  ____________

Name:   Seth J. Brufsky___ _____ __

Title:     Vice President______


 

ARES V CLO Ltd.     

By: ARES CLO Management V, LP,     

        Investment Manager     

By ARES CLO GP V, LLC,     

      Its Managing Member     


By: _/s/ Seth J. Brufsky  ____________

Name:   Seth J. Brufsky___ _____ __

Title:     Vice President______


LONG LANE MASTER TRUST IV,

as a Lender           

By: Fleet National Bank as Trust                     

Administrator           


By: _/s/  Darcey F. Bartel__________   

Name:   Darcey F. Bartel___ _____ __

Title:     Vice President______


FRANKLIN CLO II, LIMITED

as a Lender  


By: _/s/ Richard D'Addario _________

Name:  Richard D'Addario ___ __

Title:    Vice President ______


FRANKLIN FLOATING RATE MASTER 

SERIES, as a Lender                 


 

By: _/s/ Richard D'Addario__________

Name:  Richard D'Addario ___ __

Title:    Vice President ______


Fidelity Advisor Series II:

Fidelity Advisor Floating Rate High     

Income (as a Lender)              


By: _/s/ John Costello____________

Name:   John Costello___ _____ __

Title:     Assistant Treasurer______


Ballyrock CDO I Limited     

BY: BALLYROCK Investment     Advisors LLC, as Collateral Manager 


By: _/s/  Lisa Rymut____________

Name:   Lisa Rymut___ _____ __

Title:     Assistant Treasurer______


BEAR STEARNS INVESTMENT

PRODUCTS INC, as a Lender          


By: _/s/ Keith C. Barnish__________   

Name:   Keith C. Barnish___ _____ __

Title:     Authorized Signatory__


 

GOLDMAN SACHS CREDIT  

 PARTNERS L.P.  as a  Lender  


By: _/s/ Robert S. Fanelli  ___________

Name:   Robert S. Fanelli___ _____ __

Title:     Authorized Signatory______


 

 

BANK OF MONTREAL


 

By: _/s/  S. Valia____________

Name:   S. Valia___ _____ __

Title:     MD______


 

SIERRA CLO I as a Lender


 

By: _/s/  John M. Casparian_________

Name:   John M. Casparian____ __

Title:     Chief Operating Officer  ____  Centre Pacific, Manager
__
 

 

SRF TRADING, INC.


 

By: _/s/Ann E. Morris  ____________ 

Name:   Ann E. Morris___ _____ __

Title:     Assistant Vice President__


 

SRF 2000 LLC


By: _/s/ Ann E. Morris ____________

Name:   Ann E. Morris___ _____ __

Title:     Assistant Vice President__


 

 

Stein Roe & Farnharn CLO I Ltd.

By: Stein Roe & Farnharn      Incorporated As Portfolio
Manager     


By: _/s/  James R. Fellows___________

Name:   James R. Fellows___ ___ __ 

Title:     Sr. Vice President & Portfolio   Manager______ 



 

Stein Roe Floating Rate Limited 

Liability Company      


By: _/s/ James R. Fellows ___________ 

Name:   James R. Fellows___ ___ __  

Title:     Stein Roe & Farnham                 Incorporated, as
Advisor to the Stein Roe Floating Rate Limited Liability
Company______  


 

NORMURA BOND & LOAN FUND        

By: UFJ Trust Company of New York as       Trustee           

By: Nomura Corporate Research and Asset Management Inc.  Attorney in Fact



By: _/s/ Elizabeth Maclean ___________

Name:   Elizabeth Maclean___ ___ 

Title:     Vice President   __   ____