EXHIBIT (b)(2)
AGREEMENT OF AMENDMENT
Dated as of November 11, 2004
Reference is made to that certain Revolving Credit and Security
Agreement dated as of November 17, 2003 (as from time to time amended, the
"Credit Agreement") among Xxx Xxxxxx Senior Loan Fund (the "Borrower"), Falcon
Asset Securitization Corporation (the "Lender"), Bank One, NA (Main Office
Chicago) ("Bank One"), Danske Bank A/S ("Danske"), State Street Bank and Trust
Company ("Xxxxx Xxxxxx" and together with Bank One, Danske and the other banks
and financial institutions from time to time parties thereto, the "Secondary
Lenders") and Bank One, NA (Main Office Chicago), as program agent (the
"Program Agent"). Capitalized terms used and not defined herein shall have the
meanings assigned to them in the Credit Agreement.
The parties hereto agree that, effective as of the date hereof, the
definition of the term "Secondary Lender Stated Expiration Date" set forth in
Section 1.01 of the Credit Agreement is hereby amended by replacing the date
"November 12, 2004" set forth therein with the date "November 10, 2005".
The Borrower represents and warrants to the Program Agent, the Lender
and the Secondary Lenders that immediately after giving effect to this Agreement
of Amendment, the representations and warranties of the Borrower set forth in
the Credit Agreement are true and correct in all material respects and no
Default or Event of Default shall have occurred and be continuing.
This Agreement of Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.
THIS AGREEMENT OF AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
All references in any Program Document to the Credit Agreement on and
after the date hereof shall be deemed to refer to the Credit Agreement as
amended hereby, and the parties hereto agree that on and after the date hereof,
the Credit Agreement, as amended hereby, is in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed and delivered by their duly authorized officers as of the date first
above written.
XXX XXXXXX SENIOR LOAN FUND, BANK ONE, NA (MAIN OFFICE CHICAGO),
as Borrower as Secondary Lender and Program Agent
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxxxxx
------------------ ----------------------
Name: Xxxxx X. Xxxxx Name: Xxxx X. Xxxxxxxxxx
Title: CFO & Treasurer Title: Vice President
DANSKE BANK A/S, FALCON ASSET SECURITIZATION
as Secondary Lender CORPORATION,
as Lender
By: /s/ Xxxxxx Xxxxxxxxxx By: /s/ Xxxx X. Xxxxxxxxxx
--------------------- ----------------------
Name: Xxxxxx Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx
Title: Vice President Title: Authorized Signer
By: /s/ Xxx Xxxx Xxxxxxx
--------------------
Name: Xxx Xxxx Xxxxxxx
Title: Vice President
STATE STREET BANK AND TRUST COMPANY,
as Secondary Lender
By: /s/ Xxxx X. Xxxxxxxx
--------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
