EX-99 2 ex1.htm EXHIBIT 1 - JOINT FILING AGREEMENT ex1.htm
 
EXHIBIT 1
 
JOINT FILING AGREEMENT
 
Each of the undersigned acknowledges and agrees that the foregoing Statement on Schedule 13D/A is filed on behalf of the undersigned.  Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
Dated as of August 3, 2010.
 

 
OCM PRINCIPAL OPPORTUNITIES FUND IV, L.P.
   
 
By:
OCM PRINCIPAL OPPORTUNITIES FUND IV
GP, L.P., its General Partner
 
By:
OCM PRINCIPAL OPPORTUNITIES FUND IV
GP LTD., its General Partner
 
By:
OAKTREE CAPITAL MANAGEMENT, L.P, the
Director
     
     
 
By:
/s/ Richard Ting
   
Name:
Richard Ting
   
Title:
Managing Director and Associate General Counsel
     
     
 
By:
/s/ Emily Alexander
   
Name:
Emily Alexander
   
Title:
Senior Vice President, Legal
   
   
   
 
OCM PRINCIPAL OPPORTUNITIES FUND IV GP,
L.P.
   
 
By:
OCM PRINCIPAL OPPORTUNITIES FUND IV
GP LTD., its General Partner
 
By:
OAKTREE CAPITAL MANAGEMENT, L.P, the
Director
     
     
 
By:
/s/ Richard Ting
   
Name:
Richard Ting
   
Title:
Managing Director and Associate General Counsel
     
     
 
By:
/s/ Emily Alexander
   
Name:
Emily Alexander
   
Title:
Senior Vice President, Legal


 
 

 


 
OCM PRINCIPAL OPPORTUNITIES FUND IV GP
LTD.
   
 
By:
OAKTREE CAPITAL MANAGEMENT, L.P, the Director
     
     
 
By:
/s/ Richard Ting
   
Name:
Richard Ting
   
Title:
Managing Director and Associate General Counsel
     
     
 
By:
/s/ Emily Alexander
   
Name:
Emily Alexander
   
Title:
Senior Vice President, Legal
   
   
   
 
OAKTREE FUND GP I, L.P.
   
   
 
By:
/s/ Richard Ting
   
Name:
Richard Ting
   
Title:
Managing Director and Associate General Counsel
     
     
 
By:
/s/ Emily Alexander
   
Name:
Emily Alexander
   
Title:
Authorized Signatory
   
   
   
 
 
OAKTREE CAPITAL I, L.P.
   
 
By:
OCM Holdings I, LLC,
its General Partner
     
 
By:
/s/ Richard Ting
   
Name:
Richard Ting
   
Title:
Managing Director and Associate General Counsel
       
       
  By: /s/ Emily Alexander
    Name: Emily Alexander
    Title: Senior Vice President

 
 
 

 
 
 
OCM HOLDINGS I, LLC
   
 
By:
/s/ Richard Ting
   
Name:
Richard Ting
   
Title:
Managing Director and Associate General Counsel
       
       
  By: /s/ Emily Alexander
    Name: Emily Alexander
    Title: Senior Vice President

 
 
OAKTREE HOLDINGS, LLC
   
 
By:
Oaktree Capital Group, LLC,
its Manging Member
     
 
By:
/s/ Richard Ting
   
Name:
Richard Ting
   
Title:
Managing Director, Associate General Counsel and Assistant Secretary
       
       
  By: /s/ Emily Alexander
    Name: Emily Alexander
    Title: Senior Vice President

 
 
OAKTREE CAPITAL GROUP, LLC
   
 
By:
/s/ Richard Ting
   
Name:
Richard Ting
   
Title:
Managing Director, Associate General Counsel and Assistant Secretary
       
       
  By: /s/ Emily Alexander
    Name: Emily Alexander
    Title: Senior Vice President
 
 
 

 

 
 
OAKTREE CAPITAL GROUP HOLDINGS, L.P.
   
 
By:
Oaktree Capital Group Holdings GP, LLC,
its General Partner
     
 
By:
/s/ Richard Ting
   
Name:
Richard Ting
   
Title:
Managing Director and Associate General Counsel
       
       
  By: /s/ Emily Alexander
    Name: Emily Alexander
    Title: Senior Vice President

 
 
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
   
 
By:
/s/ Richard Ting
   
Name:
Richard Ting
   
Title:
Managing Director and Associate General Counsel
       
       
  By: /s/ Emily Alexander
    Name: Emily Alexander
    Title: Senior Vice President
 
 
 
MTS HEALTH INVESTORS II, L.P.
   
 
By:
MTS HEALTH INVESTORS II GP, LLC,
its General Partner
 
By:
MTS HEALTH INVESTORS II GP HOLDINGS,
LLC, the Class A Member
     
     
 
By:
/s/ Curtis Lane
   
Name:
Curtis S. Lane
   
Title:
Senior Managing Director

 
 
 

 
 
 
 
MTS HEALTH INVESTORS II GP, LLC
   
 
By:
MTS HEALTH INVESTORS II GP HOLDINGS,
LLC, the Class A Member
     
     
 
By:
/s/ Curtis Lane
   
Name:
Curtis S. Lane
   
Title:
Senior Managing Director
   
   
   
 
MTS HEALTH INVESTORS II GP HOLDINGS, LLC
   
   
 
By:
/s/ Curtis Lane
   
Name:
Curtis S. Lane
   
Title:
Senior Managing Director
   
   
   
 
ALLIANCE-OAKTREE CO- INVESTORS, LLC
   
 
By:
OCM PRINCIPAL OPPORTUNITIES FUND IV
GP, L.P., its Managing Member
 
By:
OCM PRINCIPAL OPPORTUNITIES FUND IV
GP LTD., its General Partner
 
By:
OAKTREE CAPITAL MANAGEMENT, L.P.,
the Director
     
     
 
By:
/s/ Richard Ting
   
Name:
Richard Ting
   
Title:
Managing Director and Associate General Counsel
     
     
 
By:
/s/ Emily Alexander
   
Name:
Emily Alexander
   
Title:
Vice President, Legal


 
 

 


 
ALLIANCE-MTS CO-INVESTORS I, LLC
   
 
By:
MTS HEALTH INVESTORS II GP, LLC,
its General Partner
 
By:
MTS HEALTH INVESTORS II GP HOLDINGS,
LLC, the Class A Member
     
     
 
By:
/s/ Curtis Lane
   
Name:
Curtis S. Lane
   
Title:
Senior Managing Director
   
   
   
 
ALLIANCE-MTS CO-INVESTORS II, LLC
   
 
By:
MTS HEALTH INVESTORS II GP,
LLC, its General Partner
 
By:
MTS HEALTH INVESTORS II GP
HOLDINGS, LLC, the Class A Member
     
     
 
By:
/s/ Curtis Lane
   
Name:
Curtis S. Lane
   
Title:
Senior Managing Director

 
 
 
 
 

 
 
ANNEX A

Oaktree Capital Group Holdings GP, LLC
The name and principal occupation of each of the members of the executive committee of Oaktree Capital Group Holdings GP, LLC and its executive officers are listed below.

Name
 
Principal Occupation
Howard S. Marks
Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P.
 
Bruce A. Karsh
President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P.
 
John B. Frank
Managing Principal and Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree Capital Management, L.P.
 
David M. Kirchheimer
Chief Financial Officer, Chief Administrative Officer and Director of Oaktree Capital Group, LLC and Chief Financial Officer, Chief Administrative Officer and Principal of Oaktree Capital Management, L.P.
 
Sheldon M. Stone
Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
 
Larry W. Keele
Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
 
Stephen A. Kaplan
Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
 
Kevin L. Clayton
Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

Oaktree Capital Group Holdings, L.P.
The general partner of Oaktree Capital Group Holdings, L.P. is Oaktree Capital Group Holdings GP, LLC.  There are no executive officers and directors appointed at Oaktree Capital Group Holdings, L.P.

Oaktree Capital Group, LLC
The name and principal occupation of each of the directors and executive officers of Oaktree Capital Group, LLC are listed below.
 
 
 

 

 
Name
 
Principal Occupation
Howard S. Marks
Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P.
 
Bruce A. Karsh
President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P.
 
John B. Frank
Managing Principal and Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree Capital Management, L.P.
 
David M. Kirchheimer
Chief Financial Officer, Chief Administrative Officer and Director of Oaktree Capital Group, LLC and Chief Financial Officer, Chief Administrative Officer and Principal of Oaktree Capital Management, L.P.
 
Sheldon M. Stone
Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
 
Larry W. Keele
Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
 
Stephen A. Kaplan
Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
 
Kevin L. Clayton
Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
 
D. Richard Masson
Outside Director of Oaktree Capital Group, LLC.  Mr. Masson currently is a consultant to Oaktree Capital Management, L.P.
 
Robert E. Denham
Outside Director of Oaktree Capital Group, LLC.  Mr. Denham is currently a partner in the law firm of Munger, Tolles & Olson LLP.
 
Wayne G. Pierson
Outside Director of Oaktree Capital Group, LLC.  Mr. Pierson is currently the Chief Financial Officer and Treasurer of Meyer Memorial Trust.

 
 

 
 
Oaktree Holdings, LLC

The managing member of Oaktree Holdings, LLC is Oaktree Capital Group, LLC.  There are no executive officers and directors appointed at Oaktree Holdings, LLC.

OCM Holdings I, LLC

The managing member of OCM Holdings I, LLC is Oaktree Holdings, LLC.  The name and principal occupation of each of the executive officers of OCM Holdings I, LLC are listed below.

Name
 
Principal Occupation
Howard S. Marks
Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P.
 
Bruce A. Karsh
President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P.
 

Oaktree Capital I, L.P.

OCM Holdings I, LLC is the general partner of Oaktree Capital I, L.P.  The name and principal occupation of each of the executive officers of Oaktree Capital I, L.P. are listed below.

Name
 
Principal Occupation
Howard S. Marks
Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P.
 
Bruce A. Karsh
President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P.
 
John B. Frank
Managing Principal and Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree Capital Management, L.P.
 
David M. Kirchheimer
Chief Financial Officer, Chief Administrative Officer and Director of Oaktree Capital Group, LLC and Chief Financial Officer, Chief Administrative Officer and Principal of Oaktree Capital Management, L.P.
 

Oaktree Fund GP I, L.P.

Oaktree Capital I, L.P. is the general partner of Oaktree Fund GP I, L.P.  There are no executive officers or directors appointed at Oaktree Fund GP I, L.P.
 
 
 

 

 
OCM Principal Opportunities Fund IV GP Ltd.

Oaktree Fund GP I, L.P. is the sole shareholder of OCM Principal Opportunities Fund IV GP Ltd., which is a Cayman Islands exempted company.  Oaktree Capital Management, L.P. (“Oaktree”) is the sole director of OCM Principal Opportunities Fund IV GP Ltd.

OCM Principal Opportunities Fund IV GP, L.P.

OCM Principal Opportunities Fund IV GP Ltd. is the general partner of OCM Principal Opportunities Fund IV GP, L.P.  There are no executive officers or directors appointed at OCM Principal Opportunities Fund IV GP, L.P.

OCM Principal Opportunities Fund IV, L.P.

OCM Principal Opportunities Fund IV GP, L.P. is the general partner of OCM Principal Opportunities Fund IV, L.P.  There are no executive officers or directors appointed at OCM Principal Opportunities Fund IV, L.P.