AMENDMENT NO. 2 TO SECOND LIEN GUARANTY AND SECURITY AGREEMENT
Exhibit 10.25
Execution Version
AMENDMENT NO. 2
TO
SECOND LIEN GUARANTY AND SECURITY AGREEMENT
This AMENDMENT NO. 2 TO SECOND LIEN GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of December 22, 2009, is entered into by and among CSSW HOLDINGS, LLC (“CSSW Parent”), CSSW, LLC (“Borrower”, together with CSSW Parent, the “Guarantors”, and each individually, a “Guarantor”), and HSH NORDBANK AG, NEW YORK BRANCH (“HSHN”), in its capacity as Collateral Agent (in such capacity, the “Collateral Agent”) for the Second Lien Secured Parties.
RECITALS
WHEREAS, Guarantors and Collateral Agent have entered into that certain Second Lien Guaranty and Security Agreement, dated as of July 17, 2009, as amended by that certain Amendment No. 1 to Second Lien Guaranty and Security Agreement, dated as of November 12, 2009 (the “Guaranty and Security Agreement”); and
WHEREAS, Guarantors and Collateral Agent desire to amend the description of Pledged Stock in the Guaranty and Security Agreement.
NOW, THEREFORE, in consideration of the foregoing and mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
AGREEMENT
Section 1. Definitions. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Guaranty and Security Agreement and the principles of interpretation set forth therein shall apply herein.
Section 2. Amendment to Guaranty and Security Agreement.
(a) Annex 7 is hereby deleted and replaced in its entirety with Annex 7 attached hereto.
Section 3. Miscellaneous.
(a) This Amendment shall become effective as of the date hereof. Except as expressly set forth herein, the Guaranty and Security Agreement as specifically amended by this Amendment shall remain unchanged and in full force and effect and is hereby ratified and confirmed.
(b) This Amendment shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to conflict of laws or choice of laws principles other than Section 5-1401 of the General Obligations Law).
(c) This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.
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GUARANTORS: |
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CSSW HOLDINGS, LLC |
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a Delaware limited liability company |
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By: |
/s/ ▇▇▇▇▇▇ ▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇▇▇ |
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Title: |
Secretary |
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CSSW, LLC |
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a Delaware limited liability company |
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By: |
/s/ ▇▇▇▇▇▇ ▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇▇▇ |
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Title: |
Secretary |
SIGNATURE PAGE TO AMENDMENT NO. 2 TO SECOND LIEN
GUARANTY AND SECURITY AGREEMENT
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COLLATERAL AGENT: |
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HSH NORDBANK AG, NEW YORK BRANCH |
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By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇▇▇▇▇ |
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Title: |
Senior Vice President |
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HSH Nordbank AG, New York Branch |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: |
Vice President |
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HSH Nordbank AG, New York Branch |
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SIGNATURE PAGE TO AMENDMENT NO. 2 TO SECOND LIEN
GUARANTY AND SECURITY AGREEMENT
Annex 7
Pledged Notes and Pledged Stock
Pledged Stock:
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Issuer |
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Class of Stock |
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Stock Certificate No. |
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No. of Shares |
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CSSW, LLC |
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N/A |
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N/A |
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100% of membership interests |
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New York Wind III, LLC |
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N/A |
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N/A |
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100% of membership interests |
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CSSW Cohocton Holdings, LLC |
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N/A |
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N/A |
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100% of membership interests |
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CSSW Stetson Holdings, LLC |
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N/A |
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N/A |
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100% of membership interests |
Pledged Notes:
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Issuer |
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Payee |
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Principal Amount |
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AMENDMENT NO. 2 TO SECOND LIEN
GUARANTY AND SECRETARY AGREEMENT