Amendment to Credit Agreement dated as of November 17, 2003




 Exhibit 10.3 
  
 FIRST AMENDMENT TO THE CREDIT AGREEMENT 
  
 THIS FIRST AMENDMENT, dated as of November 17, 2003 (the “Amendment”), to the Credit Agreement, dated as of
August 13, 2003 (the “Credit Agreement”), among CONCENTRA INC., a Delaware corporation (“Holdings”), CONCENTRA OPERATING CORPORATION, a Nevada corporation (the “Borrower”), the several banks and
other financial institutions from time to time parties thereto (the “Lenders”) and JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders thereunder (in such capacity, the
“Administrative Agent”), is entered into by and among Holdings, the Borrower, the Lenders and the Administrative Agent. 
  
 W  I  T  N  E  S  S  E  T  H: 
  
 WHEREAS, Holdings, the Borrower, the Lenders and the Administrative Agent are
parties to the Credit Agreement; 
  
 WHEREAS, the Borrower has
requested that the Lenders amend the Credit Agreement, as more fully described herein; and 
  
 WHEREAS, the Lenders are willing to agree to such amendment, but only upon the terms and subject to the conditions set forth herein; 
  
 NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby
agree as follows: 
  
 1. Defined Terms. Unless otherwise
defined herein, capitalized terms which are defined in the Credit Agreement are used herein as therein defined. 
  
 2. Amendments to Subsection 1.1. (a) The definition of “2002 Holdings Bridge Notes” contained in subsection 1.1 of the Credit Agreement
is hereby amended in its entirety to read as follows: 
  
 “ “2002 Holdings Bridge Notes”: the $55,000,000 unsecured senior bridge notes due 2004 (as such maturity date may be extended) issued by Holdings.” 
  
 (b) The definition of “2003 Senior Subordinated Note Indenture”
contained in subsection 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows: 
  
 “ “2003 Senior Subordinated Note Indenture”: the indenture entered into by the Borrower, the Subsidiary Guarantors and The
Bank of New York, as trustee thereunder, in connection with the issuance of the 2003 Senior Subordinated Notes, together with all instruments and other agreements entered into by the Borrower and the Subsidiary Guarantors in connection therewith, as
the same may be amended, supplemented or otherwise modified from time to time in accordance with Section 7.9 (including pursuant to a supplement providing for an increase in the stated principal amount of $30,000,000 in the 2003 Senior Subordinated
Notes (the “2003 Supplemental Indenture”)).” 








 (c) The definition of “2003 Senior Subordinated Notes” contained in subsection 1.1 of the
Credit Agreement is hereby amended in its entirety to read as follows: 
  
 “ “2003 Senior Subordinated Notes”: the $180,000,000 stated principal amount 9.5% Senior Subordinated Notes due 2010 issued by the Borrower pursuant to the 2003 Senior Subordinated Note Indenture, consisting of
the original $150,000,000 stated principal amount Notes issued on August 13, 2003 and the additional $30,000,000 stated principal amount Notes issued pursuant to the 2003 Supplemental Indenture (the “2003 Supplemental Notes”).”

  
 (d) The definition of “Permitted Equity
Transactions” is hereby added to subsection 1.1 of the Credit Agreement, as follows: 
  
 “ “Permitted Equity Transactions”: any purchase or exchange between Holdings and a holder of its Capital Stock of one form of Holdings Capital Stock with or for another form thereof;
provided, that (i) such transaction is a cashless transaction and (ii) no Default or Event of Default shall have occurred and be continuing.” 
  
 3. Amendment to Section 7.2. Subsection 7.2(f) of the Credit Agreement is hereby amended by replacing the amount of “$150,000,000” in
clause (i) thereof with the amount of “$180,000,000”. 
  
 4. Amendment to Section 7.6. Section 7.6 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (c) thereof, (ii) replacing the “.” at the end of clause (d) with a
“;” and (iii) adding the following: 
  
 “(e)
Holdings may engage in Permitted Equity Transactions; and 
  
 (f)
the Borrower may pay dividends to Holdings to permit Holdings to (a) redeem in full the Senior Discount Debentures upon the issuance of the 2003 Supplemental Notes or (b) refinance any loans or advances incurred in connection with Section 7.8(k) (it
being acknowledged that this clause (f) shall permit dividends resulting from the re-classification of such loans or advances as dividends after the redemption of the Senior Discount Debentures).” 
  
 4. Amendment to Section 7.8. Section 7.8 of the Credit Agreement is
hereby amended by (i) deleting the “and” at the end of clause (i) thereof, (ii) replacing the “.” at the end of clause (j) with a “;” and (iii) adding the following: 
  
 “(k) Investments by the Borrower in Holdings in the form
of loans or advances to Holdings to finance its redemption of the Senior Discount Debentures upon the issuance of the 2003 Supplemental Notes; and 
  
 (l) Permitted Equity Transactions.” 
  
 6. Amendment to Section 7.9. Subsection 7.9(a) of the Credit Agreement is hereby amended by replacing the parenthetical therein with the following:

  

 2 









 “(other than (i) the Redemption and (ii) such a payment, prepayment, repurchase or redemption of
the Senior Discount Debentures (a) upon the issuance of the 2003 Supplemental Notes or (b) with the proceeds of any Senior Discount Debenture Refinancing),” 
  
 7. Amendment to Section 7.10. Section 7.10 is hereby amended by deleting the “and” and replacing it with
“,” at the end of clause (i)(y) thereof and adding at the end of clause (ii)(B) the following: 
  
 “and upon issuance of the 2003 Supplemental Notes and (iii) Holdings may enter into a Permitted Equity Transaction.” 
  
 8. Amendment to Section 7.16. Subsection 7.16(b)(iii) is hereby
amended by adding immediately after the words “Capital Stock” the following: 
  
 “(including in connection with a Permitted Equity Transaction)” 
  
 9. Amendment Fee. In consideration of the agreement of the Required Lenders to the amendments contained herein, Holdings and the Borrower agree to
pay to each Lender (hereinafter, an “Executing Lender”) which executes and delivers this Amendment to the Administrative Agent or its counsel by 12:00 noon, New York City time, on November 17, 2003, an amendment fee in an amount
equal to 0.05% of the aggregate amount of such Executing Lender’s Term Loans, Revolving Extensions of Credit and Available Revolving Commitments outstanding on the Effective Date (as defined below). The amendment fee shall be payable by the
Borrower on the Effective Date in immediately available funds to the Administrative Agent on behalf of the applicable Executing Lender. 
  
 10. Conditions to Effectiveness of this Amendment. This Amendment shall become effective upon the date (the “Effective Date”) when
the following conditions are satisfied: 
  
 (a)
Amendment to Credit Agreement. The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered by Holdings and the Borrower, and executed and delivered or consented to by the Required Lenders; 

 
 (b) No Default. No Default or Event of Default
shall have occurred and be continuing on such date or after giving effect to the transactions contemplated herein; and 
  
 (c) Representations and Warranties. Each of the representations and warranties made by the Loan Parties in or pursuant to the Loan
Documents shall be true and correct in all material respects on and as of the date hereof, before and after giving effect to the effectiveness of this Amendment, as if made on and as of the date hereof, except to the extent such representations and
warranties expressly relate to a specific earlier date, in which case such representations and warranties were true and correct as of such earlier date. 
  
 11. Continuing Effect of the Credit Agreement. This Amendment shall not constitute an amendment or waiver of any provision of the Credit Agreement
not expressly referred to herein 
  

 3 









 and shall not be construed as an amendment, waiver or consent to any further or future action on the part of the Loan
Parties that would require an amendment, waiver or consent of the Lenders or Administrative Agent. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. 
  
 12. Counterparts. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts (including by facsimile), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 
  
 13. Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. 
  
 14.
Integration. This Amendment and the other Loan Documents represent the agreement of the Loan Parties, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations
or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents. 
  
 15. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
  
 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 
  

 4 









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

	 CONCENTRA INC.

		
	 By:
	 	 /s/ Richard A. Parr II


	 	 	 Name:
	 	 Richard A. Parr II

	 	 	 Title:
	 	Executive Vice President, General Counsel and Corporate Secretary


  

	 CONCENTRA OPERATING CORPORATION

		
	 By:
	 	 /s/ Richard A. Parr II


	 	 	 Name:
	 	 Richard A. Parr II

	 	 	 Title:
	 	Executive Vice President, General Counsel and Corporate Secretary


  

	 JPMORGAN CHASE BANK, as
 Administrative Agent and a Lender

		
	 By:
	 	 /s/ Gary L. Spevack


	 	 	 Name:
	 	 Gary L. Spevack

	 	 	 Title:
	 	 Vice President



  

	 Dryden Leveraged Loan CDO 2002-II
 By: Prudential Investment Management, Inc.
 as Collateral Manager, as Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ B. Ross Smead


	 	 	 Name:
	 	 B. Ross Smead

	 	 	 Title:
	 	 











	 Dryden III Leveraged Loan CDO 2002
 By: Prudential Investment Management, Inc.
 as Collateral Manager, as Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ B. Dan Sand


	 	 	 Name:
	 	 B. Dan Sand

	 	 	 Title:
	 	 


  

	 Dryden IV-Leveraged Loan CDO 2003
 By: Prudential Investment Management, Inc.,
 as attorney-in-fact, as Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ B. Dan Sand


	 	 	 Name:
	 	 B. Dan Sand

	 	 	 Title:
	 	 


  

	 Dryden V-Leveraged Loan CDO 2003
 By: Prudential Investment Management, Inc.,
 as attorney-in-fact, as Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ B. Dan Sand


	 	 	 Name:
	 	 B. Dan Sand

	 	 	 Title:
	 	 


  

	 Fidelity Advisor Series II: Fidelity Advisor
 Floating Rate High Income Fund, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ John H. Costello


	 	 	 Name:
	 	 John H. Costello

	 	 	 Title:
	 	 Assistant Treasurer












	 BALLYROCK CLO II Limited,
 By: BALLYROCK Investment Advisors LLC,
 as Collateral Manager, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Lisa Rymut


	 	 	 Name:
	 	 Lisa Rymut

	 	 	 Title:
	 	 Assistant Treasurer



  

	 BALLYROCK CDO I Limited,
 By: BALLYROCK Investment Advisors LLC,
 as Collateral Manager, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Lisa Rymut


	 	 	 Name:
	 	 Lisa Rymut

	 	 	 Title:
	 	 Assistant Treasurer



  

	 STANWICH LOAN FUNDING LLC, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Diana M. Himes


	 	 	 Name:
	 	 Diana M. Himes

	 	 	 Title:
	 	 Assistant Vice President



  

	 SRF TRADING, INC., as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Diana M. Himes


	 	 	 Name:
	 	 Diana M. Himes

	 	 	 Title:
	 	 Assistant Vice President



  

	 SRF 2000, INC., as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Diana M. Himes


	 	 	 Name:
	 	 Diana M. Himes

	 	 	 Title:
	 	 Assistant Vice President












	 PPM SPYGLASS FUNDING TRUST, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Diana M. Himes


	 	 	 Name:
	 	 Diana M. Himes

	 	 	 Title:
	 	 Authorized Agent



  

	 PPM SHADOW CREEK
 FUNDING LLC, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Diana M. Himes


	 	 	 Name:
	 	 Diana M. Himes

	 	 	 Title:
	 	 Assistant Vice President



  

	 HARBOUR TOWN FUNDING LLC, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Diana M. Himes


	 	 	 Name:
	 	 Diana M. Himes

	 	 	 Title:
	 	 Assistant Vice President



  

	 KZH SOLEIL-2 LLC, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Dorian Herrera


	 	 	 Name:
	 	 Dorian Herrera

	 	 	 Title:
	 	 Authorized Agent



  

	 Galaxy CLO 1999-1, Ltd
 By: AIG Global Investment Corp
 as Collateral Manager, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ John G. Lapham, III


	 	 	 Name:
	 	 John G. Lapham, III

	 	 	 Title:
	 	 Managing Director












	 LOAN FUNDING CORP, THC LTD., as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Michelle Manning


	 	 	 Name:
	 	 Michelle Manning

	 	 	 Title:
	 	 Attorney In Fact

	
	                                       
  , as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Michel Prince


	 	 	 Name:
	 	 Michel Prince, CFA

	 	 	 Title:
	 	 Vice President

	
	 ML CLO XV PILGRIM AMERICA
 (CAYMAN) LTD.

	 By:
	 	 ING Investments, LLC
 as its investment manager, as a Lender
     (name of institution)

		
	 By:
	 	 /s/ Michel Prince


	 	 	 Name:
	 	 
	 	 	 Title:
	 	 
	
	 SEQUILS – PILGRIM I, LTD

	 By:
	 	 ING Investments, LLC
 as its investment manager, as a Lender
     (name of institution)

		
	 By:
	 	 /s Michel Prince


	 	 	 Name:
	 	 
	 	 	 Title:
	 	 











	 Sankaty Advisors, Inc., as Collateral
 Manager for Brant Point CBO
 1999-1 LTD., as Term Lender, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Diane J. Exter


	 	 	 Name:
	 	 Diane J. Exter

	 	 	 Title:
	 	 Managing Director
 Portfolio Manager

	
	 Sankaty Advisors, LLC., as Collateral
 Manager for Brant Point II CBO
 2000-1 LTD., as Term Lender, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Diane J. Exter


	 	 	 Name:
	 	 Diane J. Exter

	 	 	 Title:
	 	 Managing Director
 Portfolio Manager



  









	 Sankaty Advisors, LLC, as Collateral
 Manager for Great Point CLO 1999-1
 LTD., as Term Lender, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Diane J. Exter


	 	 	 Name:
	 	 Diane J. Exter

	 	 	 Title:
	 	 Managing Director
 Portfolio Manager

	
	 Sankaty Advisors, LLC as Collateral
 Manager for Race Point CLO, Limited,
 as Term Lender, as a Lender

	 	 	 (name of institution)

		
	By:	 	 /s/ Diane J. Exter


	 	 	 Name:
	 	 Diane J. Exter

	 	 	 Title:
	 	 Managing Director
 Portfolio Manager

	
	 Sankaty Advisors, LLC as Collateral
 Manager for Race Point II CLO,
 Limited, as Term Lender, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Diane J. Exter


	 	 	 Name:
	 	 Diane J. Exter

	 	 	 Title:
	 	 Managing Director
 Portfolio Manager

	
	 Sankaty Advisors, LLC as Collateral
 Manager for Castle Hill I – INGOTS,
 Ltd., as Term Lender, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Diane J. Exter


	 	 	 Name:
	 	 Diane J. Exter

	 	 	 Title:
	 	 Managing Director
 Portfolio Manager












	
	 Sankaty Advisors, LLC, as Collateral
 Manager for Castle Hill II – INGOTS,
 Ltd., as Term Lender, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Diane J. Exter


	 	 	 Name:
	 	 Diane J. Exter

	 	 	 Title:
	 	 Managing Director
 Portfolio Manager

	
	 Sankaty Advisors, LLC, as Collateral
 Manager for Castle Hill III CLO,
 Limited, as Term Lender, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Diane J. Exter


	 	 	 Name:
	 	 Diane J. Exter

	 	 	 Title:
	 	 Managing Director
 Portfolio Manager

	
	 Sankaty Advisors, LLC as Collateral
 Manager for AVERY POINT CLO,
 LTD., as Term Lender, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Diane J. Exter


	 	 	 Name:
	 	 Diane J. Exter

	 	 	 Title:
	 	 Managing Director
 Portfolio Manager












	 Whitney Private Debt, L.P., as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Kevin J. Corley


	 	 	 Name:
	 	 Kevin J. Corley

	 	 	 Title:
	 	 Authorized Signatory

	
	 TRS CALLISTO, LLC, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Edward Schaffer


	 	 	 Name:
	 	 Edward Schaffer

	 	 	 Title:
	 	 Vice President

	
	 Morgan Stanley Prime Income Trust, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Elizabeth Bodisch


	 	 	 Name:
	 	 Elizabeth Bodisch

	 	 	 Title:
	 	 Authorized Signatory

	
	 COLUMBIA FLOATING RATE
 LIMITED LIABILITY COMPANY
 (f/k/a Stein Roe Floating Rate Limited Liability
 Company)

	 By:
	 	 Columbia Management Advisors, Inc.,
 As Advisor, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Brian J. Murphy


	 	 	 Name:
	 	 Brian J. Murphy

	 	 	 Title:
	 	 Vice President












	 COLUMBIA FLOATING RATE
 ADVANTAGE FUND
 (f/k/a Liberty Floating Rate Advantage Fund)
 Company)

	 By:
	 	 Columbia Management Advisors, Inc.,
 As Advisor, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Brian J. Murphy


	 	 	 Name:
	 	 Brian J. Murphy

	 	 	 Title:
	 	 Vice President

	
	 AURUM CLO 2002-1 LTD.
  
 By: Columbia Management Advisors, Inc.,
 (f/k/a Stein Roe & Farnham Incorporated),
 As Investment Manager, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Brian J. Murphy


	 	 	 Name:
	 	 Brian J. Murphy

	 	 	 Title:
	 	 Vice President

	
	 Mountain Capital CLO 11 Ltd., as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Chris Siddons


	 	 	 Name:
	 	 Chris Siddons

	 	 	 Title:
	 	 Director

	
	 Mountain Capital CLO 1 Ltd., as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Chris Siddons


	 	 	 Name:
	 	 Chris Siddons

	 	 	 Title:
	 	 Director












	Carlyle High Yield Partners, L.P., as a Lender
	 	 	(name of institution)
		
	By:	 	 /s/ Linda Pace


	 	 	 Name:
	 	 Linda Pace

	 	 	 Title:
	 	 Principal

	
	 Carlyle High Yield Partners II, Ltd., as a Lender

	 	 	 (name of institution)

		
	By:	 	 /s/ Linda Pace


	 	 	 Name:
	 	 Linda Pace

	 	 	 Title:
	 	 Principal

	
	 Carlyle High Yield Partners III, Ltd., as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Linda Pace


	 	 	 Name:
	 	 Linda Pace

	 	 	 Title:
	 	 Principal

	
	 Carlyle High Yield Partners IV, Ltd., as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Linda Pace


	 	 	 Name:
	 	 Linda Pace

	 	 	 Title:
	 	 Principal

	
	 Carlyle Loan Opportunity Fund, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Linda Pace


	 	 	 Name:
	 	 Linda Pace

	 	 	 Tktle:
	 	 Principal












	 OCTAGON INVESTMENT PARTNERS III, LTD.

	By:	 	 Octagon Credit Investors, LLC
 as Portfolio Manager, as a Lender

	 	 	 (name of institution)

		
	By:	 	 /s/ Andrew D. Gordon


	 	 	 Name:
	 	 Andrew D. Gordon

	 	 	 Title:
	 	 Portfolio Manager

	
	 OCTAGON INVESTMENT PARTNERS IV, LTD.

	By:	 	 Octagon Credit Investors, LLC
 as collateral manager, as a Lender

	 	 	 (name of institution)

		
	By:	 	 /s/ Andrew D. Gordon


	 	 	 Name:
	 	 Andrew D. Gordon

	 	 	 Title:
	 	 Portfolio Manager

	
	 OCTAGON INVESTMENT PARTNERS V, LTD.

	By:	 	 Octagon Credit Investors, LLC
 as Portfolio Manager, as a Lender

	 	 	 (name of institution)

		
	By:	 	 /s/ Andrew D. Gordon


	 	 	 Name:
	 	 Andrew D. Gordon

	 	 	 Title:
	 	 Portfolio Manager

	
	 OCTAGON INVESTMENT PARTNERS VI, LTD.

	By:	 	 Octagon Credit Investors, LLC
 collateral manager, as a Lender

	 	 	 (name of institution)

		
	By:	 	 /s/ Andrew D. Gordon


	 	 	 Name:
	 	 Andrew D. Gordon

	 	 	 Title:
	 	 Portfolio Manager












	 Tuscany CDO, Limited

	 By:
	 	 PPM America, Inc., as Collateral
 Manager, as a Lender

	 	 	     (name of institution)

		
	 By:
	 	 
	 	

	 	 	 Name:
	 	 David C. Wagner

	 	 	 Title:
	 	 Managing Director



  

	 Hanover Square CLO Ltd., as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Dean T. Criares


	 	 	 Name:
	 	 Dean T. Criares

	 	 	 Title:
	 	 Managing Director



  

	 Union Square CDO Ltd., as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Dean T. Criares

	 	

	 	 	 Name:
	 	 Dean T. Criares

	 	 	 Title:
	 	 Managing Director



  

	 Monument Park CDO Ltd., as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Dean T. Criares

	 	

	 	 	 Name:
	 	 Dean T. Criares

	 	 	 Title:
	 	 Managing Director



  

	 VAN KAMPEN
 SENIOR INCOME TRUST

	 By:
	 	Van Kampen Investment Advisory Corp., as a Lender
	 	 	     (name of institution)

		
	 By:
	 	 /s/ Brad Langs

	 	

	 	 	 Name:
	 	 Brad Langs

	 	 	 Title:
	 	 Executive Director



  











	 VAN KAMPEN
 SENIOR LOAN
FUND

	 By:
	 	Van Kampen Investment Advisory Corp., as a Lender
	 	 	     (name of institution)

		
	 By:
	 	 /s/ Brad Langs

	 	

	 	 	 Name:
	 	 Brad Langs

	 	 	 Title:
	 	 Executive Director



  

	 CSAM FUNDING II, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Andrew H. Marshak

	 	

	 	 	 Name:
	 	 Andrew H. Marshak

	 	 	 Title:
	 	 Authorized Signatory



  

	FIRST DOMINION FUNDING III, as a Lender
	 	 	 (name of institution)

		
	 By:
	 	 /s/ Andrew H. Marshak

	 	

	 	 	 Name:
	 	 Andrew H. Marshak

	 	 	 Title:
	 	 Authorized Signatory



  

	CSAM FUNDING III, as a Lender
	 	 	 (name of institution)

		
	 By:
	 	 /s/ Andrew H. Marshak

	 	

	 	 	 Name:
	 	 Andrew H. Marshak

	 	 	 Title:
	 	 Authorized Signatory



  











	 ATRIUM, CDO, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Andrew H. Marshak

	 	

	 	 	 Name:
	 	 Andrew H. Marshak

	 	 	 Title:
	 	 Authorized Signatory



  

	 Stanfield Arbitrage CDO, Ltd.

	 By:
	 	 Stanfield Capital Partners LLC
 as its Collateral Manager, as a Lender

	 	 	     (name of institution)

		
	 By:
	 	 /s/ Christopher E. Jansen

	 	

	 	 	 Name:
	 	 Christopher E. Jansen

	 	 	 Title:
	 	 Managing Partner



  

	 Windsor Loan Funding, Limited

	 By:
	 	 Stanfield Capital Partners LLC
 as its Investment Manager, as a Lender

	 	 	     (name of institution)

		
	 By:
	 	 /s/ Christopher E. Jansen

	 	

	 	 	 Name:
	 	 Christopher E. Jansen

	 	 	 Title:
	 	 Managing Partner



  

	 Stanfield Quattro CLO, Ltd.

	 By:
	 	 Stanfield Capital Partners LLC
 As its Collateral Manager, as a Lender

	 	 	     (name of institution)

		
	 By:
	 	 /s/ Christopher E. Jansen

	 	

	 	 	 Name:
	 	 Christopher E. Jansen

	 	 	 Title:
	 	 Managing Partner



  











	 Credit Lyonnais New York Branch, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Charles Heiosieck

	 	

	 	 	 Name:
	 	 Charles Heiosieck

	 	 	 Title:
	 	 Senior Vice President



  

	 Pacifica CDO II, Ltd.

	 By:
	 	 Alcentra, Inc. as its
 Investment Manager, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Dean K. Kawai

	 	

	 	 	 Name:
	 	 Dean K. Kawai

	 	 	 Title:
	 	 Vice President



  

	 New York Life Insurance And
 Annuity Corporation, as a Lender

	 	 	 (name of institution)

	 By:
	 	 New York Life Investment
 Management LLC, its Investment Manager

		
	 By:
	 	 /s/ R. H. Diel

	 	

	 	 	 Name:
	 	 R.H. Diel

	 	 	 Title:
	 	 Director



  

	 ELF FUNDING TRUST III, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 New York Life Investment
 Management LLC, its Attorney-in-Fact

		
	 By:
	 	 /s/ R. H. Diel

	 	

	 	 	 Name:
	 	 R.H. Diel

	 	 	 Title:
	 	 Director












	NYLIM FLATIRON CLO 2003-1 LTD., as a Lender
	 	 	 (name of institution)

		
	 By:
	 	 New York Life Investment
 Management LLC, as Collateral Manager
 and Attorney-in-Fact

		
	 By:
	 	 /s/ R. H. Diel

	 	

	 	 	 Name:
	 	 R.H. Diel

	 	 	 Title:
	 	 Director



  

	 GoldenTree Loan Opportunities I, Limited

	 By:
	 	GoldenTree Asset Management, LP, as a Lender
	 	 	 (name of institution)

		
	 By:
	 	 /s/ Frederick S. Haddad

	 	

	 	 	 Name:
	 	 Frederick S. Haddad

	 	 	 Title:
	 	 Portfolio Manager



  

	 GoldenTree Loan Opportunities II, Limited

	By:	 	GoldenTree Asset Management, LP, as a Lender
	 	 	 (name of institution)

		
	 By:
	 	 /s/ Frederick S. Haddad

	 	

	 	 	 Name:
	 	 Frederick S. Haddad

	 	 	 Title:
	 	 Portfolio Manager



  

	 SENIOR DEBT PORTFOLIO

	 By:
	 	 Boston Management and Research
 as Investment Advisor, as a Lender

	 	 	 (name of institution)

		
	 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

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Michael B. Botthof

	 	

	 	 	 Name:
	 	 Michael B. Botthof

	 	 	 Title:
	 	 Michael B. Botthof



  

	 OXFORD STRATEGIC INCOME FUND BY: EATON VANCE MANAGEMENT
 AS INVESTMENT ADVISOR, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Michael B. Botthof

	 	

	 	 	 Name:
	 	 Michael B. Botthof

	 	 	 Title:
	 	 Vice President



  

	EATON VANCE CDO II, LTD.
	 BY:
	 	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as a Lender
	 	 	 (name of institution)

		
	 By:
	 	 /s/ Michael B. Botthof

	 	

	 	 	 Name:
	 	 Michael B. Botthof

	 	 	 Title:
	 	 Vice President



  

	EATON VANCE CDO IV, LTD.
	 By:
	 	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as a Lender
	 	 	 (name of institution)

		
	 By:
	 	 /s/ Michael B. Botthof

	 	

	 	 	 Name:
	 	 Michael B. Botthof

	 	 	 Title:
	 	 Vice President












	COSTANTINUS EATON VANCE CDO V, LTD.
	 BY:
	 	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as a Lender
	 	 	 (name of institution)

		
	 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

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Michael B. Botthof

	 	

	 	 	 Name:
	 	 Michael B. Botthof

	 	 	 Title:
	 	 Vice President



  

	BIG SKY SENIOR LOAN FUND, LTD.
	 By:
	 	EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR, as a Lender
	 	 	 (name of institution)

		
	 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
	 	 	 (name of institution)

		
	 By:
	 	 /s/ Michael B. Botthof

	 	

	 	 	 Name:
	 	 Michael B. Botthof

	 	 	 Title:
	 	 Vice President



  
  

	1888 FUND, LTD., as a Lender
	 	 	 (name of institution)

		
	 By:
	 	 /s/ Kaitlin Trinh

	 	

	 	 	 Name:
	 	 Kaitlin Trinh

	 	 	 Title:
	 	 Fund Controller












	MAGMA CDO LTD., as a Lender
	 	 	 (name of institution)

		
	 By:
	 	 /s/ Kaitlin Trinh

	 	

	 	 	 Name:
	 	 Kaitlin Trinh

	 	 	 Title:
	 	 Fund Controller



  

	 Deutsche Bank Trust Company
 Americas, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Scottye Lindsey

	 	

	 	 	 Name:
	 	 Scottye Lindsey

	 	 	 Title:
	 	 Vice President



  

	APEX (Trimaran) CDO I, LTD.
	 By:
	 	Trimaran Advisors, L.L.C., as a Lender
	 	 	 (name of institution)

		
	 By:
	 	 /s/ David M. Millison

	 	

	 	 	 Name:
	 	 David M. Millison

	 	 	 Title:
	 	 Managing Director



  
  

	BANK ONE, N.A., as a Lender
	 	 	 (name of institution)

		
	 By:
	 	 /s/ Sharon Ellis

	 	

	 	 	 Name:
	 	 Sharon Ellis

	 	 	 Title:
	 	 Vice President



  









	 By: Callidus Debt Partners CLO Fund II, Ltd.

	
	 By: Its Collateral Manager,
        Callidus Capital Management, LLC, as a Lender

	 	 	 (name of institution)

		
	 By:
	 	 /s/ Mavis Taintor


	 	 	 Name:
	 	 Mavis Taintor

	 	 	 Title:
	 	 Managing Director




	
	 GULF STREAM—
 COMPASS CLO 2003–I, Ltd.
 by GULF STREAM ASSET MANAGEMENT,

	 as Collateral Manager, as a Lender

	       (name of institution)

		
	By:	 	 /s/ Barry K. Love        

	 	

	 	 	 Name:
	 	 Barry K. Love

	 	 	 Title:
	 	 Chief Credit Officer



  

	
	 ELC (CAYMAN) LTD. CDO SERIES 1999-I
 ELC (CAYMAN) LTD. 1999-II, as a Lender

	       (name of institution)
	 	 	 	 	 	 



		
	By:	 	 /s/ David P. Wells

	 	




	 	 	 Name:
	 	 David P. Wells, CFA

	 	 	 Title:
	 	 Managing Director

	
	 SIMSBURY CLO LIMITED as a Lender

	         (name of institution)

	 By: David L. Babson & Company Inc.
        under delegated authority from Massachusetts
        Mutual Life Insurance Company as Collateral
        Manager

		
	By:	 	 /s/    David P. Wells        

	 	

	 	 	 Name:
	 	 David P. Wells, CFA

	 	 	 Title:
	 	 Managing Director



  









	 Citicorp North America, Inc., as a Lender
       (name of institution)

		
	By:	 	 /s/ Eivind Hegelstad

	 	

	 	 	 Name:
	 	 Eivind Hegelstad

	 	 	 Title:
	 	 Vice President




	
	 Canyon Capital CDO 2001-1 Ltd.

	 	 	 
	 An exempted limited liability company incorporated
 Under the laws of the Cayman Islands

		
	 By:
  
  
  
	 	 Canyon Capital Advisors LLC   
 a Delaware limited liability company,
 its Collateral Manager , as a Lender
       (name of institution)

		
	By:	 	 /s/ R. Christian B. Evensen

	 	

	 	 	 Name:
	 	 R. Christian B. Evensen

	 	 	 Title:
	 	 Managing Partner



  

	
	 Canyon Capital CDO 2002-1 LTD

	 a California limited liablity company , as a Lender
       (name of institution)

		
	By:	 	 /s/ R. Christian B. Evensen

	 	

	 	 	 Name:
	 	 R. Christian B. Evensen

	 	 	 Title:
	 	 Authorized Member



  

	 Toronto Dominion (New York) Inc. , as a Lender
       (name of institution)

		
	By:	 	 /s/ Gwen Zirkle

	 	

	 	 	 Name:
	 	 Gwen Zirkle

	 	 	 Title:
	 	 Vice President



  









	 Trumbull THC, Ltd. as a Lender
       (name of institution)

		
	By:	 	 /s/ Gwen Zirkle

	 	




	 	 	 Name:
	 	 Gwen Zirkle

	 	 	 Title:
	 	 Attorney in Fact



  

	 LCM I Limited Partnership
 By: Lyon Capital Management LLC,
         as Collateral Manager , as a Lender
         (name of institution)

		
	By:	 	 /s/ Farboud Tavangar

	 	

	 	 	 Name:
	 	 Farboud Tavangar

	 	 	 Title:
	 	 Senior Portfolio Manager



  

	 LCM II Limited Partnership
 By: Lyon Capital Management LLC,
         as Attorney-in-Fact , as a Lender
         (name of institution)

		
	By:	 	 /s/ Farboud Tavangar

	 	

	 	 	 Name:
	 	 Farboud Tavangar

	 	 	 Title:
	 	 Senior Portfolio Manager



  

	 Harbour View CLO IV, Ltd., as a Lender
       (name of institution)

		
	By:	 	 /s/    Lisa Chaffee

	 	

	 	 	 Name:
	 	 Lisa Chaffee

	 	 	 Title:
	 	 Manager












	 Harbour View CLO V, Ltd., as a Lender
       (name of institution)

		
	By:	 	 /s/ Lisa Chaffee

	 	

	 	 	 Name:
	 	 Lisa Chaffee

	 	 	 Title:
	 	 Manager

	
	 Oppenheimer Senior Floating Rate Fund, as a Lender
       (name of institution)

		
	By:	 	 /s/ Lisa Chaffee

	 	




	 	 	 Name:
	 	 Lisa Chaffee

	 	 	 Title:
	 	 Manager




	
	 CREDIT SUISSE FIRST BOSTON,
 acting through its
 CAYMAN ISLANDS BRANCH, as a Lender
       (name of
institution)

		
	By:	 	 /s/ Joseph Adipietro

	 	

	 	 	 Name:
	 	 Joseph Adipietro

	 	 	 Title:
	 	 Director

		
	By:	 	 /s/ Joshua Parrish

	 	

	 	 	 Name:
	 	 Joshua Parrish

	 	 	 Title:
	 	 Associate




	
	 PUTNAM DIVERSIFIED INCOME TRUST, as a
 Lender
       (name of institution)

		
	By:	 	 /s/ Beth Mazor

	 	

	 	 	 Name:
	 	 Beth Mazor

	 	 	 Title:
	 	 V.P.



  









	
	 PUTNAM MASTER INCOME TRUST, as a Lender
       (name of institution)

		
	By:	 	 /s/ Beth Mazor

	 	

	 	 	 Name:
	 	 Beth Mazor

	 	 	 Title:
	 	 V.P.




	
	 PUTNAM MASTER INTERMEDIATE INCOME
 TRUST, as a Lender
       (name of institution)

		
	By:	 	 /s/ Beth Mazor

	 	

	 	 	 Name:
	 	 Beth Mazor

	 	 	 Title:
	 	 V.P.




	
	 PUTNAM PREMIER INCOME TRUST, as a Lender
       (name of institution)

		
	By:	 	 /s/ Beth Mazor

	 	

	 	 	 Name:
	 	 Beth Mazor

	 	 	 Title:
	 	 V.P.




	
	 PUTNAM VARIABLE TRUST—PVT
 DIVERSIFIED INCOME FUND, as a Lender
       (name of institution)

		
	By:	 	 /s/ Beth Mazor

	 	

	 	 	 Name:
	 	 Beth Mazor

	 	 	 Title:
	 	 V.P.












	
	 PUTNAM HIGH YIELD ADVANTAGE FUND,
 as a Lender
       (name of institution)

		
	By:	 	 /s/ Beth Mazor

	 	

	 	 	 Name:
	 	 Beth Mazor

	 	 	 Title:
	 	 V.P.




	
	 PUTNAM , VARIABLE TRUST—PVT HIGH
 YIELD FUND, as a Lender
       (name of institution)

		
	By:	 	 /s/ Beth Mazor

	 	

	 	 	 Name:
	 	 Beth Mazor

	 	 	 Title:
	 	 V.P.