MARINER HEALTH CARE INC
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>15
<FILENAME>g77872exv10w13.txt
<DESCRIPTION>FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
<TEXT>
<PAGE>
                                                                  EXHIBIT 10.13

                            MARINER HEALTH CARE, INC.

                               FIRST AMENDMENT TO
                          CREDIT AND GUARANTY AGREEMENT

                  This FIRST AMENDMENT, dated as of August 9, 2002 (this
"AMENDMENT"), to the Credit and Guaranty Agreement, dated as of May 13, 2002
(the "CREDIT AGREEMENT"), by and among MARINER HEALTH CARE, INC. (F/K/A MARINER
POST-ACUTE NETWORK, INC.), a Delaware corporation ("COMPANY"), CERTAIN
SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party thereto from time to
time, GOLDMAN SACHS CREDIT PARTNERS L.P. ("GSCP"), as a Joint Lead Arranger (in
such capacity, a "JOINT LEAD ARRANGER"), and as Sole Syndication Agent (in such
capacity, "SYNDICATION AGENT"), UBS WARBURG LLC ("UBSW"), as a Joint Lead
Arranger (in such capacity, a "JOINT LEAD Arranger", and together with GSCP, the
"JOINT LEAD ARRANGERS"), UBS AG, STAMFORD BRANCH ("UBS",) as Administrative
Agent and as Swing Line Lender (together with its permitted successors in such
capacities, "ADMINISTRATIVE AGENT" or "SWING LINE LENDER", respectively),
GENERAL ELECTRIC CAPITAL CORPORATION ("GECC"), as Collateral Monitoring Agent
(together with its permitted successors in such capacity, "COLLATERAL MONITORING
AGENT"), and as Documentation Agent (in such capacity, "DOCUMENTATION AGENT"),
and for the limited purposes of Sections 9.1, 9.6(b) and 10.3 thereof,
RESIDENTIAL FUNDING CORPORATION DBA GMAC-RFC HEALTH CAPITAL ("GMAC"), as Joint
Collateral Agent (together with its permitted successors in such capacity,
"JOINT COLLATERAL AGENT").

         Capitalized terms used herein not otherwise defined herein or otherwise
amended hereby shall have the meanings ascribed thereto in the Credit Agreement.

                                    RECITALS:

         WHEREAS, Company and the Requisite Lenders have agreed to amend the
Credit Agreement, subject to the terms and conditions set forth herein, to make
certain modifications set forth herein.

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


                                       1

<PAGE>

SECTION 1.        AMENDMENTS TO CREDIT AGREEMENT

         1.1      AMENDMENT TO SECTION 1.1: DEFINITIONS. Section 1.1 is hereby
amended as follows:

                  (A) By the addition of the following new definition in its
         appropriate alphabetical order:

                           "'CHARITABLE ORGANIZATION' means any Person that
         qualifies for exemption from federal income taxation under Section
         501(c)(3) of the Internal Revenue Code, or which intends to obtain
         recognition by the Internal Revenue Service as a 501(c)(3) organization
         within the applicable time provided under the Internal Revenue Code,
         including any such Person formed for the purpose of providing disaster
         relief and emergency hardship assistance; provided, however, that any
         such Person which fails to obtain a favorable 501(c)(3) determination
         letter from the Internal Revenue Service within the applicable time
         provided under the Internal Revenue Code, or whose 501(c)(3) status is
         revoked by the Internal Revenue Service, shall cease to be a
         "Charitable Organization" as herein defined."

                  (B) by the deletion of the reference to "Schedule 1.1(iii)"
         from the definition of "Excluded Entities," and by the substitution of
         "Schedule 1.1(ii)" in lieu thereof;

                  (C) By adding the following clause immediately after the
         semicolon at the end of clause (iii) of the definition of
         "Indebtedness", and immediately before clause (iv) of such definition:

                  "provided, however, that drafts under a purchase card program
                  implemented by a Person for the purchase of goods and services
                  in the ordinary course of business shall not constitute
                  Indebtedness if and to the extent the charges evidenced by
                  such drafts (a) are billed to the Person no less frequently
                  than monthly, (b) are paid within 30 days after being invoiced
                  (or if such charges are being contested in good faith by
                  appropriate procedures, are paid within 30 days after such
                  contest is rejected or discontinued), and (c) do not exceed
                  $2,500,000 at any time outstanding;"

                  (D) by the deletion of the cross-reference to "Section 6.8(e)"
         from clause (vi) of the definition of "Permitted Acquisition," and by
         the substitution of "Section 6.9(e)" in lieu thereof; and

                  (E) by the deletion of the punctuational period at the end of
         the definition of "Subsidiary" and the substitution therfor of the
         following:


                                       2

<PAGE>

         "; provided further that no Person shall be deemed to be a Subsidiary
of Company or any Credit Party for so long as (i) such Person constitutes a
Charitable Organization, (ii) such Charitable Organization is not consolidated
with the Company and its consolidated Subsidiaries for financial reporting
purposes under GAAP, and (iii) the aggregate amount of all gifts, loans,
contributions or other Investments made by any Credit Party in or to Charitable
Organizations falling within this proviso shall not exceed $20,000 in aggregate
in any Fiscal Year or $150,000 in aggregate since the Closing Date."

                  1.2      AMENDMENT TO SECTION 5.12: INTEREST RATE PROTECTION.
Section 5.12 of the Credit Agreement is hereby amended by deleting the text in
its entirety and substituting therefore the following:

         "5.12 INTEREST RATE PROTECTION.     No later than February 13, 2003 and
at all times thereafter, Company shall maintain, or cause to be maintained, in
effect one or more Interest Rate Agreements having terms, conditions and tenors,
and being otherwise in form and substance reasonably satisfactory to
Administrative Agent and Syndication Agent, to the extent necessary so that
until the Term Loan Maturity Date interest on Indebtedness in a principal amount
equal to at least 50.0% of the total outstanding funded Indebtedness of the
Company and its consolidated Subsidiaries at any time is effectively fixed or
capped at rates which are reasonably acceptable to the Syndication Agent."

                  1.3      AMENDMENT TO SECTION 5.10: SUBSIDIARIES. Section
5.10(a) of the Credit Agreement is hereby amended by deleting the Section
reference "3.1(r)" at the end of the first sentence thereof and by substituting
"3.1(q)" in lieu thereof.

                  1.4      AMENDMENT TO SECTION 6.2: LIENS. Section 6.2 of the
Credit Agreement is hereby amended by (i) deleting the word "and" at the end of
subsection (r) thereof, (ii) re-designating subsection (s) thereof as subsection
(t), and (iii) adding immediately preceding said subsection (t) the following
additional language as a new subsection (s) of Section 6.2:

                           "(s)     Liens securing the obligations of any Credit
                  Party with respect to any purchase card program, to the extent
                  such obligations are deemed not to constitute Indebtedness by
                  virtue of the proviso contained in clause (iii) of the
                  definition of "Indebtedness" set forth in this Agreement;
                  and".

                  1.5      AMENDMENT TO SECTION 6.15: JOINT VENTURES OR
PARTNERSHIPS. Section 6.15 of the Credit Agreement is hereby amended by deleting
the reference to "Sections 6.7(g) or (i)" and substituting the following:

                           "Sections 6.7(g) or (k)."

SECTION 2.        CONDITIONS PRECEDENT TO EFFECTIVENESS


                                       3

<PAGE>

                  2.1      The effectiveness of the amendments set forth at
Section 1 hereof are subject to the satisfaction, or waiver, of the following
conditions on the date hereof (the "FIRST AMENDMENT CLOSING DATE"):

                  (A)      The Company, the Guarantors and the Requisite Lenders
shall have indicated their consent by the execution and delivery of the
signature pages to the Administrative Agent.

                  (B)      As of the First Amendment Closing Date, after giving
effect to this Amendment, the representations and warranties contained herein
and in the other Credit Documents shall be true, correct and complete in all
material respects on and as of the First Amendment Closing 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 such representations and warranties shall have been true, correct and
complete in all material respects on and as of such earlier date.

                  (C)      As of the First Amendment Closing Date, no event
shall have occurred and be continuing that would constitute an Event of Default
or a Default.

                  (D)      The Company shall have paid all fees, costs and
expenses owing to the Administrative Agent, the Syndication Agent and its
counsel invoiced to the Company on or before July 30, 2002, and reimbursable by
the Company under the terms of the Credit Agreement.

SECTION 3.        REPRESENTATIONS AND WARRANTIES

                  3.1      In order to induce Requisite Lenders to enter into
this Amendment, each applicable Credit Party represents and warrants to each
Lender, as of the date hereof and upon giving effect to this Amendment, that:

                  (A) the representations and warranties contained in each of
         the Credit Documents are true, correct and complete in all material
         respects on and as of the date hereof 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 such
         representations and warranties shall have been true, correct and
         complete in all material respects on and as of such earlier date; and

                  (B) (i) it has all requisite power and authority to enter into
         this Amendment, (ii) the execution, delivery and performance of this
         Amendment have been duly authorized by all necessary action on the part
         of each Credit Party that is a party hereto and to carry out the
         transactions contemplated hereby, and (iii) this Amendment has been
         duly executed and delivered by each Credit Party that is a party hereto
         and is the legally valid and binding obligation of such Credit Party,
         enforceable against such Credit Party in accordance with its respective
         terms.


                                       4

<PAGE>

SECTION 4.        ACKNOWLEDGMENT AND CONSENT

         4.1      Each of the Company and the Guarantors has (i) guaranteed the
Obligations and (ii) created Liens in favor of Lenders on certain Collateral to
secure its obligations under Section 7 of the Credit Agreement. The Company and
the Guarantors are collectively referred to herein as the "Credit Support
Parties", and the Credit Agreement and the Collateral Documents are collectively
referred to herein as the "Credit Support Documents".

         4.2      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 guarantee or secure, as the case may be, to the fullest
extent possible in accordance with the Credit Support Documents, the payment and
performance of all Guaranteed Obligations under the Credit Agreement and Secured
Obligations (as such term is defined in the Pledge and Security Agreement) under
the Pledge and Security Agreement now or hereafter existing under or in respect
of the Credit Agreement, and grants to the Collateral Agent a continuing lien on
and security interest in and to all Collateral as collateral security for the
prompt payment and performance in full when due of the Guaranteed Obligations
under the Credit Agreement and the Secured Obligations (as such term is defined
in the Pledge and Security Agreement) under the Pledge and Security Agreement
(whether at stated maturity, by acceleration or otherwise).

         4.3      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 Closing 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.

         4.4      Each Credit Support Party, other than the Company,
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 Credit 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 Credit Document
shall be deemed to require the consent of such Credit Support Party to any
future amendments to the Credit Agreement.


                                       5

<PAGE>

SECTION 5.        MISCELLANEOUS

         5.1      This Amendment shall be binding upon the parties hereto and
their respective successors and assigns and shall inure to the benefit of the
parties hereto and the successors and assigns of Lenders. No Credit Party's
rights or obligations hereunder or any interest therein may be assigned or
delegated by any Credit Party without the prior written consent of all Lenders.

         5.2      In case any provision in or obligation hereunder shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

         5.3      On and after the First Amendment Closing 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 Credit 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 Credit Agreement as amended by this Amendment.

         5.4      Except as specifically amended by this Amendment, the Credit
Agreement and the other Credit Documents shall remain in full force and effect
and are hereby ratified and confirmed.

         5.5      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 any Agent
or Lender under, the Credit Agreement or any of the other Credit Documents.

         5.6      Section headings herein are included herein for convenience of
reference only and shall not constitute a part hereof for any other purpose or
be given any substantive effect.

         5.7      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 LAWS OF THE STATE OF NEW YORK.

         5.8      This Amendment may be executed in any number of 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.
As set forth herein, this Amendment shall become effective upon the execution of
a counterpart hereof by each of the parties hereto and receipt by Company and
Agents of written or telephonic notification of such execution and authorization
of delivery thereof.

            [The remainder of this page is intentionally left blank.]


                                       6

<PAGE>

         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.



COMPANY:                               MARINER HEALTH CARE, INC.



                                       By: /s/ Boyd P. Gentry
                                          --------------------------------------
                                          Name: Boyd P. Gentry
                                          Title: Senior Vice President and
                                                 Treasurer

<PAGE>

CREDIT SUPPORT PARTIES:  AID & ASSISTANCE, INC.
                         AMERICAN MEDICAL INSURANCE BILLING SERVICES, INC.
                         AMERICAN PHARMACEUTICAL SERVICES, INC.
                         AMERICAN REHABILITY SERVICES, INC.
                         AMERRA PROPERTIES, INC.
                         APS HOLDING COMPANY, INC.
                         APS PHARMACY MANAGEMENT, INC.
                         BEECHWOOD HERITAGE RETIREMENT COMMUNITY, INC.
                         BRIAN CENTER HEALTH & REHABILITATION/TAMPA, INC.
                         BRIAN CENTER HEALTH & RETIREMENT/ALLEGHANY, INC.
                         BRIAN CENTER HEALTH & RETIREMENT/BASTIAN, INC.
                         BRIAN CENTER MANAGEMENT CORPORATION
                         BRIAN CENTER NURSING CARE/AUSTELL, INC.
                         BRIAN CENTER NURSING CARE/FINCASTLE, INC.
                         BRIDE BROOK NURSING & REHABILITATION CENTER, INC.
                         COMPASS PHARMACY SERVICES OF MARYLAND, INC.
                         COMPASS PHARMACY SERVICES OF TEXAS, INC.
                         COMPASS PHARMACY SERVICES, INC.
                         CORNERSTONE HEALTH MANAGEMENT COMPANY
                         DEVCON HOLDING COMPANY
                         EH ACQUISITION CORP. III
                         GCI HEALTH CARE CENTERS, INC.
                         GCI REHAB, INC.
                         GCI THERAPIES, INC.
                         GCI-CAL THERAPIES COMPANY
                         GCI-WISCONSIN PROPERTIES, INC.
                         GRANCARE HOME HEALTH SERVICES, INC.
                         GRANCARE OF MICHIGAN, INC.
                         GRANCARE OF NORTH CAROLINA, INC.
                         GRANCARE SOUTH CAROLINA, INC.
                         GRANCARE, LLC
                         HERITAGE OF LOUISIANA, INC.
                         HOSPICE ASSOCIATES OF AMERICA, INC.
                         IHS REHAB PARTNERSHIP, LTD.
                         LCR, INC.
                         LIVING CENTERS DEVELOPMENT COMPANY
                         LIVING CENTERS LTCP DEVELOPMENT COMPANY
                         LIVING CENTERS OF TEXAS, INC.
                         LIVING CENTERS-EAST, INC.
                         LIVING CENTERS-ROCKY MOUNTAIN, INC.

<PAGE>

                         LIVING CENTERS-SOUTHEAST DEVELOPMENT CORPORATION
                         LIVING CENTERS-SOUTHEAST, INC.
                         LONG RIDGE NURSING AND REHABILITATION CENTER, INC.
                         LONGWOOD REHABILITATION CENTER, INC.
                         MARINER HEALTH AT BONIFAY, INC.
                         MARINER HEALTH CARE MANAGEMENT COMPANY
                         MARINER HEALTH CARE OF ATLANTIC SHORES, INC.
                         MARINER HEALTH CARE OF DELAND, INC.
                         MARINER HEALTH CARE OF FORT WAYNE, INC.
                         MARINER HEALTH CARE OF GREATER LAUREL, INC.
                         MARINER HEALTH CARE OF INVERNESS, INC.
                         MARINER HEALTH CARE OF LAKE WORTH, INC.
                         MARINER HEALTH CARE OF MACCLENNY, INC.
                         MARINER HEALTH CARE OF METROWEST, INC.
                         MARINER HEALTH CARE OF NASHVILLE, INC.
                         MARINER HEALTH CARE OF NORTH HILLS, INC.
                         MARINER HEALTH CARE OF ORANGE CITY, INC.
                         MARINER HEALTH CARE OF PALM CITY, INC.
                         MARINER HEALTH CARE OF PINELLAS POINT, INC.
                         MARINER HEALTH CARE OF PORT ORANGE, INC.
                         MARINER HEALTH CARE OF SOUTHERN CONNECTICUT, INC.
                         MARINER HEALTH CARE OF TOLEDO, INC.
                         MARINER HEALTH CARE OF TUSKAWILLA, INC.
                         MARINER HEALTH CARE OF WEST HILLS, INC.
                         MARINER HEALTH CENTRAL, INC.
                         MARINER HEALTH HOME CARE, INC.
                         MARINER HEALTH MASSACHUSETTS SHELF CORPORATION
                         MARINER HEALTH OF FLORIDA, INC.
                         MARINER HEALTH OF JACKSONVILLE, INC.
                         MARINER HEALTH OF MARYLAND, INC.
                         MARINER HEALTH OF ORLANDO, INC.
                         MARINER HEALTH OF PALMETTO, INC.
                         MARINER HEALTH OF SEMINOLE COUNTY, INC.
                         MARINER HEALTH OF TAMPA, INC.
                         MARINER HEALTH PROPERTIES IV, LTD.
                         MARINER HEALTH RESOURCES, INC.
                         MARINER PHYSICIAN SERVICES, INC.
                         MARINER PRACTICE CORPORATION
                         MARINER SUPPLY SERVICES, INC.
                         MARINER-REGENCY HEALTH PARTNERS, INC.
                         MARINERSELECT STAFFING SOLUTIONS, INC.

<PAGE>

                         MEDREHAB OF INDIANA, INC.
                         MEDREHAB OF LOUISIANA, INC.
                         MEDREHAB OF MISSOURI, INC.
                         MEDREHAB, INC.
                         MED-THERAPY REHABILITATION SERVICES, INC.
                         MERRIMACK VALLEY NURSING & REHABILITATION CENTER, INC.
                         METHUEN NURSING & REHABILITATION CENTER, INC.
                         MHC CONSOLIDATING CORPORATION
                         MHC FLORIDA HOLDING COMPANY
                         MHC GULF COAST HOLDING COMPANY
                         MHC HOLDING COMPANY
                         MHC ILLINOIS, INC.
                         MHC MIDAMERICA HOLDING COMPANY
                         MHC MIDATLANTIC HOLDING COMPANY
                         MHC NORTHEAST HOLDING COMPANY
                         MHC RECRUITING COMPANY
                         MHC REHAB CORP.
                         MHC ROCKY MOUNTAIN HOLDING COMPANY
                         MHC TEXAS HOLDING COMPANY, LLC
                         MHC TRANSPORTATION, INC.
                         MHC WEST HOLDING COMPANY
                         MHC/CSI FLORIDA, INC.
                         MHC/LCA FLORIDA, INC.
                         MYSTIC NURSING & REHABILITATION CENTER, INC.
                         NAN-DAN CORP.
                         NATIONAL HEALTH STRATEGIES, INC.
                         NATIONAL HERITAGE REALTY, INC.
                         THE OCEAN PHARMACY, INC.
                         PARK TERRACE NURSING & REHABILITATION CENTER, INC.
                         PINNACLE CARE CORPORATION OF HUNTINGTON
                         PINNACLE CARE CORPORATION OF NASHVILLE
                         PINNACLE CARE CORPORATION OF WILLIAMS BAY
                         PINNACLE CARE CORPORATION OF WILMINGTON
                         PINNACLE CARE MANAGEMENT CORPORATION
                         PINNACLE PHARMACEUTICAL SERVICES, INC.
                         PINNACLE REHABILITATION OF MISSOURI, INC.
                         PINNACLE REHABILITATION, INC.
                         PHCMI HOLDING COMPANY, LLC
                         PRISM CARE CENTERS, INC.
                         PRISM HEALTH GROUP, INC.
                         PRISM HOME CARE COMPANY, INC.
                         PRISM HOME CARE, INC.
                         PRISM HOME HEALTH SERVICES, INC.

<PAGE>

                         PRISM HOSPITAL VENTURES, INC.
                         PRISM REHAB SYSTEMS, INC.
                         PROFESSIONAL RX SYSTEMS, INC.
                         REGENCY HEALTH CARE CENTER OF SEMINOLE COUNTY, INC.
                         REHABILITY HEALTH SERVICES, INC.
                         RENAISSANCE MENTAL HEALTH CENTER, INC.
                         SASSAQUIN NURSING & REHABILITATION CENTER, INC.
                         SEVENTEENTH STREET ASSOCIATES LIMITED PARTNERSHIP
                         SUMMIT HOSPITAL OF SOUTHEAST ARIZONA, INC.
                         SUMMIT HOSPITAL OF SOUTHWEST LOUISIANA, INC.
                         SUMMIT INSTITUTE FOR PULMONARY MEDICINE AND
                         REHABILITATION, INC.
                         SUMMIT INSTITUTE OF AUSTIN, INC.
                         SUMMIT MEDICAL HOLDINGS, LTD.
                         SUMMIT MEDICAL MANAGEMENT, INC.
                         TAMPA MEDICAL ASSOCIATES, INC.
                         TRI-STATE HEALTH CARE, INC.
                         WINDWARD HEALTH CARE, INC.



                                       By: /s/ Boyd P. Gentry
                                          --------------------------------------
                                          Name: Boyd P. Gentry
                                          Title: Senior Vice President and
                                                 Treasurer

<PAGE>

LENDERS:                               GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                             as a Joint Lead Arranger, Sole
                                             Syndication Agent and a Lender



                                       By: /s/ Stephen B. King
                                          --------------------------------------
                                          Name: Stephen B. King
                                          Title: Senior Vice President and
                                                 Treasurer

<PAGE>

                                       UBS AG, STAMFORD BRANCH,
                                             as Administrative Agent, Swing Line
                                             Lender, Issuing Bank and a Lender



                                       By: /s/ Robert R. Reuter
                                          --------------------------------------
                                          Name: Robert R. Reuter
                                          Title: Executive Director



                                       By: /s/ Kelly Smith
                                          --------------------------------------
                                          Name: Kelly Smith
                                          Title: Director

<PAGE>

                                       GENERAL ELECTRIC CAPITAL
                                       CORPORATION,
                                             as Collateral Monitoring Agent,
                                             Documentation Agent and a Lender,



                                       By: /s/ Brett Robinson
                                          --------------------------------------
                                          Name: Brett Robinson
                                          Title: Vice President

<PAGE>

                                       RESIDENTIAL FUNDING CORPORATION
                                         DBA GMAC-RFC HEALTH CAPITAL,
                                         as Joint Collateral Agent and a Lender



                                       By: /s/ Jeffrey Seiler
                                          --------------------------------------
                                          Name: Jeffrey Seiler
                                          Title: Director

<PAGE>

                                       FOOTHILL INCOME TRUST, L.P., as a Lender
                                       By: FIT GP, LLC, its General Partner



                                       By: /s/ Jeff Nikora
                                          --------------------------------------
                                          Name: Jeff Nikora
                                          Title: Managing Member

<PAGE>

                                       FOOTHILL GROUP, INC.,
                                             as a Lender



                                       By: /s/ Jeff Nikora
                                          --------------------------------------
                                          Name: Jeff Nikora
                                          Title: E.V.P.

<PAGE>

                                       BLUE SQUARE FUNDING LIMITED SERIES 3,
                                       as a Lender
                                       By: Deutsche Bank Trust Co. Americas,
                                           FKA Bankers Trust Co.



                                       By: /s/ Susan N. Anderson
                                          --------------------------------------
                                          Name: Susan N. Anderson
                                          Title: Assistant Vice President

<PAGE>

                                       CALIFORNIA PUBLIC EMPLOYEES
                                       RETIREMENT SYSTEM,
                                             as a Lender



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>

                                     ELF FUNDING TRUST 1, as a Lender
                                     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.

<PAGE>

                                     EMERALD ORCHARD LIMITED,
                                           as a Lender



                                     By: /s/ Louis Koven
                                        --------------------------------------
                                        Name: Louis Koven
                                        Title: Executive Vice President-CFO
                                               Highland Capital Management, L.P.

<PAGE>

                                       GLENEAGLES TRADING LLC,
                                             as a Lender



                                       By: /s/ Ann E. Morris
                                          --------------------------------------
                                          Name: Ann E. Morris
                                          Title: Assistant Vice President

<PAGE>

                                     HIGHLAND LEGACY LIMITED, as a Lender
                                     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.

<PAGE>

                                       HIGHLAND LOAN FUNDING V LTD. L.P.,
                                             as a Lender



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>

                                       HIGHLAND LOAN FUNDING VII LTD.,
                                             as a Lender



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>

                                       KZH HIGHLAND-2 LLC,
                                             as a Lender



                                       By: /s/ Joyce Frazer-Bryant
                                          --------------------------------------
                                          Name: Joyce Fraser-Bryant
                                          Title: Authorized Agent

<PAGE>

                                       KZH PAMCO-LLC,
                                             as a Lender



                                       By: /s/ Joyce Fraser-Bryant
                                          --------------------------------------
                                          Name: Joyce Fraser-Bryant
                                          Title: Authorized Agent

<PAGE>

                                     RESTORATION FUNDING CLO, LTD., as a
                                     Lender
                                     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.

</TEXT>
</DOCUMENT>
