THIRD AMENDMENT
Exhibit 10.2
THIRD AMENDMENT (this “Third Amendment”), dated as of March 4, 2003, among WYNDHAM INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time party to the Increasing Rate Note Purchase and Loan Agreement referred to below (the “Lenders”), X.X. XXXXXX SECURITIES INC. (f/k/a Chase Securities Inc.) (“XX Xxxxxx”), as Lead Arranger and Book Manager, BEAR XXXXXXX CORPORATE LENDING INC., as Co-Arranger and Syndication Agent and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), as Syndication Agent (each a “Syndication Agent”, together the “Syndication Agents”), and JPMORGAN CHASE BANK, as Administrative Agent (the “Administrative Agent”). All capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the IRL Agreement referred to below as amended hereby, provided that the terms first defined in the Fourth Amendment dated as of March 4, 2003 to the Credit Agreement (as defined in the IRL Agreement) (the “Credit Agreement Fourth Amendment”) shall have the same meanings when used herein.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, XX Xxxxxx, the Syndication Agents and the Administrative Agent are parties to an Increasing Rate Note Purchase and Loan Agreement, dated as of June 30, 1999 (as amended, modified or supplemented to, but not including, the date hereof, the “IRL Agreement”);
WHEREAS, the parties hereto wish to amend the IRL Agreement as herein provided; and
WHEREAS, subject to the terms and conditions of this Third Amendment, the parties hereto agree as follows:
| I. | Agreements |
1. The Lenders hereby acknowledge the changes made to Section 5 and 7 of the Credit Agreement (and to the definitions used therein) by the Credit Agreement Fourth Amendment, which changes are binding upon the Lenders pursuant to Section 9.02(d) of the IRL Agreement.
2. The Lenders hereby agree and consent to Section I.1 of the Credit Agreement Fourth Amendment.
| II. | Amendments |
1. Section 7.05 of the IRL Agreement is amended by changing all the references therein to “Subsidiaries” to read “Non-Excluded Subsidiaries (as defined in the Credit Agreement as in effect on the Fourth Amendment Effective Date)”.
| III. | Consents and Waiver |
1. The Lenders hereby acknowledge that all of the consents, waivers and authorizations granted by Section III of the Credit Agreement Fourth Amendment constitute changes to or waivers of, the provisions contained in Sections 3, 5, 6 and/or 7 of the Credit Agreement and thus are binding on all Lenders as provided in Section 9.02(d) of the IRL Agreement and the Lenders hereby grant all authorizations set forth in said Section.
| IV. | Miscellaneous |
1. In order to induce the undersigned Lenders to enter into this Third Amendment, the Borrower hereby represents and warrants that (x) no Default or Event of Default exists on the Third Amendment Effective Date (as defined below) after giving effect to this Third Amendment and (y) all of the representations and warranties contained in the IRL Agreement shall be true and correct in all material respects as of the Third Amendment Effective Date after giving effect to this Third Amendment, with the same effect as though such representations and warranties had been made on and as of the Third Amendment Effective Date (unless such representations expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date).
2. This Third Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the IRL Agreement or any other Loan Document.
3. This Third Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.
4. THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
5. This Third Amendment shall become effective on the date (the “Third Amendment Effective Date”) on which (i) the Borrower and Lenders constituting the Required Obligees shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) same to the Administrative Agent at White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxx X. Xxxx (facsimile number 212-354-8113); and (ii) the Credit Agreement Fourth Amendment shall have become effective in accordance with its terms;
Unless the Administrative Agent has received actual notice from any Lender that the conditions contained in clause (ii) above have not been satisfied, upon the satisfaction of the condition described in clause (i) of the immediately preceding sentence and upon the Administrative Agent’s good faith determination that the other conditions described above have been met, the Third Amendment Effective Date shall be deemed to have occurred, regardless of
2
any subsequent determination that one or more of the other conditions had not been met (although the occurrence of the Third Amendment Effective Date shall not release the Borrower from any liability for failure to satisfy one or more of the other conditions specified above).
6. The Borrower shall pay to each Lender which executed and delivered a counterpart of this Third Amendment on or prior to 5:00 p.m. (New York time) on Tuesday, March 4, 2003 a non-refundable cash fee (the “Amendment Fee”) in an amount equal to .125% of the outstanding principal amount of the Loans of such Lender determined as of the Third Amendment Effective Date.
7. From and after the Third Amendment Effective Date all references in the IRL Agreement and the other Loan Documents to the IRL Agreement shall be deemed to be references to the IRL Agreement as modified hereby. Except as modified hereunder, the terms, provisions and conditions of the IRL Agreement and the other Loan Documents shall continue in full force and effect.
* * * * *
3
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Third Amendment to be duly executed and delivered as of the date first above written.
| WYNDHAM INTERNATIONAL, INC., | ||
| By |
/s/ Xxxx Xxxxx | |
| Title: Executive Vice President | ||
| JPMORGAN CHASE BANK Individually and as Administrative Agent, | ||
| By |
/s/ Xxxx XxXxxxxx | |
| Title: Xxxx XxXxxxxx Managing Director | ||
| X.X. XXXXXX SECURITIES INC. as Lead Arranger and Book Manager | ||
| By |
/s/ J. Xxxxxxx Xxxxxx | |
| Title: J. XXXXXXX XXXXXX Managing Director | ||
NAME OF LENDER:
Franklin Floating Rate Trust
By: /s/ Xxxxx Xxxxxx
---------------------------------
Name: Xxxxx Xxxxxx
Title:
NAME OF LENDER:
Pacifica Partners Ltd.
By: Imperial Credit Asset Management
as Investment Manager
By: /s/ Xxxx X. Xxxxx
---------------------------------
Name: XXXX X. XXXXX
Title: Vice President
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ Xxxxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Principal and Portfolio Manager
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ Xxxxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Principal and Portfolio Manager
INDOSUEZ CAPITAL FUNDING VI, LIMITED
By: Indosuez Capital as Collateral Manager
By: /s/ Xxxxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Principal and Portfolio Manager
NAME OF LENDER:
KATONAH I, LTD.
By: /s/ Xxxxx Xxxxx Xxxxx
---------------------------------
Name: XXXXX XXXXX XXXXX
Title: Authorized Officer
Katonah Capital, L.L.C.
As Manager
IRL Signature Pages
ARCHIMEDES FUNDING, LLC.
By: INC Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxx Xxxxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx Xxxxxx
Title: Managing Director
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC,
as Investment Manager
By: /s/ Xxxx Xxxxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx Xxxxxx
Title: Managing Director
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxx Xxxxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx Xxxxxx
Title: Managing Director
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxx Xxxxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx Xxxxxx
Title: Managing Director
ARCHIMEDES FUNDING II, LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxx Xxxxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx Xxxxxx
Title: Managing Director
IRL (con't.)
ORYX CLO, LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxx Xxxxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx Xxxxxx
Title: Managing Director
COPERNICUS CDO EURO-I B.V.
BY: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxx Xxxxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx Xxxxxx
Title: Managing Director
Master Senior Floating Rate Trust
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Authorized Signatory
Debt Strategies Fund, Inc.
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Authorized Signatory
Xxxxxxx Xxxxx Global Investment Series:
Income Strategies Portfolio
By: Xxxxxxx Xxxxx Investment Managers, L.P.,
As Investment Advisor
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Authorized Signatory
Longhorn CDO (Cayman) LTD
By: Xxxxxxx Xxxxx Investment Managers, L.P.
As Investment Advisor
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Authorized Signatory
Senior High Income Portfolio, Inc.
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Authorized Signatory
NAME OF LENDER:
Xxxxxx Xxxxxxx Prime Income Trust
By: /s/ Xxxxx Xxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
NAME OF LENDER:
Nomura Bond and Loan Fund
By: /s/ Xxxxxxxxx XxxXxxx
---------------------------------
Name: Xxxxxxxxx XxxXxxx
Title: Vice President
By: UFJ Trust Company of New York
as Trustee
By: Nomura Corporate Research and
Asset Management Inc.
Attorney in Fact
NAME OF LENDER:
Clydesdale CBO I Ltd.
By: /s/ Xxxxxxxxx XxxXxxx
---------------------------------
Name: Xxxxxxxxx XxxXxxx
Title: Vice President
NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC.
AS INVESTMENT ADVISER
NAME OF LENDER:
Clydesdale CLO 2001-I Ltd.
By: /s/ Xxxxxxxxx XxxXxxx
---------------------------------
Name: Xxxxxxxxx XxxXxxx
Title: Vice President
NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC.
AS COLLATERAL MANAGER
NAME OF LENDER:
Battery Park CDO, Ltd.
By: /s/ Xxxxxxxxx XxxXxxx
---------------------------------
Name: Xxxxxxxxx XxxXxxx
Title: Vice President
NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC.
AS INVESTMENT ADVISER
NAME OF LENDER:
By: /s/
---------------------------------
Name:
Title:
OAK HILL SECURITIES FUND, L.P.
By: Oak Hill Securities GenPar, L.P.
its General Partner
By: Oak Hill Securities MGP, Inc.,
its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: XXXXX X. XXXXX
Title: Authorised Signatory
NAME OF LENDER:
By: /s/
---------------------------------
Name:
Title:
OAK HILL SECURITIES FUND II, L.P.
By: Oak Hill Securities GenPar II, L.P.
its General Partner
By: Oak Hill Securities MGP II, Inc.,
its General Partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: XXXXX X. XXXXX
Title: Authorised Signatory
NAME OF LENDER:
By: /s/
---------------------------------
Name:
Title:
OAK HILL CREDIT PARTNERS I, LIMITED
By: [ILLEGIBLE]
its Investment Manager
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: XXXXX X. XXXXX
Title: Authorised Signatory
NAME OF LENDER:
OCTAGON INVESTMENT PARTNERS III, LTD.
By: Octagon Credit Investors, LLC
as Portfolio Manager
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Portfolio Manager
NAME OF LENDER:
OCTAGON INVESTMENT PARTNERS IV, LTD.
By: Octagon Credit Investors, LLC
as collateral manager
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Portfolio Manager
NAME OF LENDER:
Xxxxxx High Yield CDO 2001-I
By: Prudential Investment Management, Inc.,
as Collateral Manager
By: /s/ B Xxxx Xxxxx
---------------------------------
Name: B Xxxx Xxxxx
Title: Vice President
NAME OF LENDER:
Xxxxxx Leveraged Loan CDO 2002-II
By: Prudential Investment Management, Inc.,
as Collateral Manager
By: /s/ B Xxxx Xxxxx
---------------------------------
Name: B Xxxx Xxxxx
Title: Vice President
NAME OF LENDER:
Xxxxxx III Leveraged Loan CDO 2000-I
By: Prudential Investment Management, Inc.,
as Collateral Manager
By: /s/ B Xxxx Xxxxx
---------------------------------
Name: B Xxxx Xxxxx
Title: Vice President
Sankaty High Yield Asset Partners, L.P.
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Sankaty Credit Opportunities, L.P.
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
NAME OF LENDER:
Societe Generate
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
Xxxxxxxxx Quattro CLO, Ltd.
By: Xxxxxxxxx Capital Partners LLC
As its Collateral Manager
By: /s/ Xxxxxxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxxxxxx Xxxxxxx
Title: Partner
Xxxxxxxxx/RMF Transatlantic CDO Ltd.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
By: /s/ Xxxxxxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxxxxxx Xxxxxxx
Title: Partner
Windsor Loan Funding, Limited
By: Xxxxxxxxx Capital Parters LLC
as its Investment Manager
By: /s/ Xxxxxxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxxxxxx Xxxxxxx
Title: Partner
Caravelle Investment Fund, L.L.C
By: Trimaran Advisors, L.L.C.
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
SAWGRASS TRADING LLC
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: XXXXX X. XXXXXXX
Title: ASST. VICE PRESIDENT
UBS AG, STAMFORD BRANCH
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Associate Director
Banking Products Services, US
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Associate Director
Banking Products Services, US
XXX XXXXXX
SENIOR FLOATING RATE FUND
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxxxxx Xxxxxxxx
-------------------------------------
Name: XXXXXXXXX XXXXXXXX
Title: VICE PRESIDENT
XXX XXXXXX
PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxxxxx Xxxxxxxx
-------------------------------------
Name: XXXXXXXXX XXXXXXXX
Title: VICE PRESIDENT
XXX XXXXXX
SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxxxxx Xxxxxxxx
-------------------------------------
Name: XXXXXXXXX XXXXXXXX
Title: VICE PRESIDENT
XXXXXXX XXXX FUNDING I, LIMITED
By: TCW Asset Management Company, as its
Collateral Manager
By: /s/ Xxxx X. Gold
-------------------------------------
Name: XXXX X. GOLD
Title: MANAGING DIRECTOR
TCW Leveraged Income Trust II, L.P.
By: TCW Adviers (Bermuda), Ltd.,
as General Partner
By: /s/ Xxxx X. Gold
-----------------------------------
Name: Xxxx X. Gold
Title: Managing Director
By: TCW Investment Management Company,
as Investment Adviser
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------------------
Name: XXXXXXXX X. XXXXXX
Title: MANAGING DIRECTOR
TCW LEVERAGED INCOME TRUST IV, L.P.
By: TCW (XXXX XX), L.L.C.,
as General Partner
By: TCW ASSET MANAGEMENT COMPANY,
as managing member of the General Partner
By: /s/ Xxxx X. Gold
------------------------------------------
Name: Xxxx X. Gold
Title: Managing Director
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------------------
Name: XXXXXXXX X. XXXXXX
Title: MANAGING DIRECTOR
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ Xxxx X. Gold
---------------------------------
Name: XXXX X. GOLD
Title: MANAGING DIRECTOR
By: /s/ Xxxxxxxx X. Xxxxxx
---------------------------------
Name: XXXXXXXX X. XXXXXX
Title: MANAGING DIRECTOR
SEQUILS IV, LTD.
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ Xxxx X. Gold
---------------------------------
Name: XXXX X. GOLD
Title: MANAGING DIRECTOR
By: /s/ Xxxxxxxx X. Xxxxxx
---------------------------------
Name: XXXXXXXX X. XXXXXX
Title: MANAGING DIRECTOR
SEQUILS I, LTD.
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ Xxxx X. Gold
---------------------------------
Name: XXXX X. GOLD
Title: MANAGING DIRECTOR
By: /s/ Xxxxxxxx X. Xxxxxx
---------------------------------
Name: XXXXXXXX X. XXXXXX
Title: MANAGING DIRECTOR
TYLER TRADING, INC.
By: /s/ Xxx X. Xxxxxxx
---------------------------------
Name: XXX X. XXXXXXX
Title: PRESIDENT
WINGED FOOT FUNDING TRUST
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: XXXXX X. XXXXXXX
Title: AUTHORIZED AGENT
SRF 2000 LLC
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: XXXXX X. XXXXXXX
Title: ASST. VICE PRESIDENT
NAME OF LEADER:
Sun America Life Insurance Company
By: /s/ [ILLEGIBLE SIGNATURE]
---------------------------------
Name:
Title:
KZH CYPRESSTREE-1 LLC
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Name: XXXXXX XXXXXXX
Title: AUTHORIZED AGENT
KZH CRESCENT LLC
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Name: XXXXXX XXXXXXX
Title: AUTHORIZED AGENT
KZH CRESCENT-2 LLC
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Name: XXXXXX XXXXXXX
Title: AUTHORIZED AGENT
KZH CRESCENT-3 LLC
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Name: XXXXXX XXXXXXX
Title: AUTHORIZED AGENT
KZH SOLEIL-2 LLC
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Name: XXXXXX XXXXXXX
Title: AUTHORIZED AGENT
LONG LANE MASTER TRUST IV
By: Fleet National Bank as Trust
Administrator
By: /s/ Xxxxx Xxxxxx
---------------------------------
Name: XXXXX XXXXXX
Title: MANAGING DIRECTOR
ING SENIOR INCOME FUND
By: ING Investments, LLC
as its Investment manager
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: XXXXX XXXXX
Title: VICE PRESIDENT
ING PRIME RATE TRUST
By: ING Investments, LLC
as its Investment manager
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: XXXXX XXXXX
Title: VICE PRESIDENT
NAME OF LENDER:
By: /s/ Xxx X. Xxxxx
---------------------------------
Name: Xxx X. Xxxxx
Title: Authorised office
Fleet National Bank
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Third Amendment to be duly executed and delivered as of the date first
above written.
WYNDHAM INTERNATIONAL, INC.,
By /s/ Xxxx Xxxxx
------------------------------
Title: Executive Vice President
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Third Amendment to be duly executed and delivered as of the date first
above written.
JPMORGAN CHASE BANK
Individually and as Administrative Agent,
By /s/ Xxxx XxXxxxxx
--------------------------------
Title: Xxxx XxXxxxxx
Managing Director
JPMORGAN SECURITIES INC.
as Lead Arranger and Book Manager
By /s/ J. Xxxxxxx Xxxxxx
---------------------------------
Title: J. Xxxxxxx Xxxxxx
Managing Director
NAME OF LENDER
LANDMARK CDO LIMITED
By: Aladdin Asset Management, LLC
/s/ Xxxx Xxx
Xxxx Xxx
Authorized Signatory
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
ALLSTATE LIFE INSURANCE COMPANY
NAME OF LENDER
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxx
Title:
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------
Xxxxxxxx X. Xxxxxx
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
Centurion CDO II, Ltd.
By: American Express Asset Management
Group, Inc. as Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
NAME OF LENDER:
AMMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
Centurion CDO III, Ltd.
By: American Express Asset Management
Group, Inc. as Collateral Manager
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director - Operations
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
ARES III CLO Ltd.
By: ARES CLO Management LLC
By: /s/ Xxxx Xxxxx
------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
Ares IV CLO Ltd.
By: Ares CLO Management IV, L.P.,
Investment Manager
By: Ares CLO XX XX, LLC,
Its Managing Member
By: /s/ Xxxx Xxxxx
------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
VENTURE II CDO 2002, LIMITED
By its investment advisor, Barclays Bank PLC,
New York Branch
By: /s/ Xxxx X. Xxxxxxxxxxx
------------------------------------
Title: Xxxx X. Xxxxxxxxxxx
Director
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
VENTURE CDO 2002, LIMITED
By its investment advisor, Barclays
Capital Asset Management Limited,
By its sub-advisor, Barclays Bank PLC,
New York Branch
By: /s/ Xxxx X. Xxxxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxxxx
Title: Director
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
NAME OF LENDER:
By: ____________________________________
Name:
Title:
Gallatin Funding I Ltd
By: Bear Xxxxxxx Asset Management Inc.
as its Collateral Manager
By: /s/ [ILLEGIBLE SIGNATURE]
--------------------------------------
Name: [ILLEGIBLE]
Title: Assistant Director
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
BEAR XXXXXXX
INVESTMENT PRODUCTS INC.
By: /s/ Xxxxxx Xxxxxxxxxxxx
------------------------------------
Xxxxxx Xxxxxxxxxxxx
Authorized Signatory
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
Canpartners Investments IV LLC
NAME OF LENDER:
By: /s/ [ILLEGIBLE SIGNATURE]
------------------------------------
Name: [ILLEGIBLE]
Title: Authorized Signatory
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
Carlyle High Yield Partners II, Ltd.
NAME OF LENDER:
By: /s/ Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx
Title: Principal
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
SIERRA CLO I, LTD
NAME OF LENDER:
By: /s/ Xxxx X. Cespenan
------------------------------------
Name: Xxxx X. Cespenan
Title: Chief Operating Officer,
Centre Pacific LLP (Manager)
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
AURUM CLO 2002-1 LTD.
BY: XXXXX XXX & XXXXXXX
INCORPORATED, AS INVESTMENT
NAME OF LENDER: MANAGER
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President & Portfolio
Manager
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
LIBERTY FLOATING RATE
ADVANTAGE FUND
BY: XXXXX ROW & FARNHAM
INCORPORATED, AS ADVISOR
NAME OF LENDER:
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. Vice President & Portfolio
Manager
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
NAME OF LENDER: Credit Lyonnais
By: /S/ [ILLEGIBLE SIGNATURE]
------------------------------------
Name: [ILLEGIBLE]
Title: Vice President
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
NAME OF LENDER:
CSAM Funding I
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Authorized Signatory
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
XXXXX CLO LTD. 2000-I
By: Xxxxx X. Xxxxxx & Company Inc. as
Collateral Manager
NAME OF LENDER:
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
ELC (CAYMAN) LTD. 1999-III
By: Xxxxx X. Xxxxxx & Company Inc. as
Collateral Manager
NAME OF LENDER:
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
ELC (CAYMAN) LTD. CDO SERIES 1999-I
By: Xxxxx X. Xxxxxx & Company Inc. as
Collateral Manager
NAME OF LENDER:
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
NAME OF LENDER:
DEUTSCHE BANK TRUST COMPANY AMERICAS
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as
Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
---------------------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
NAME OF LENDER: The Bank of Nova Scotia
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Director
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
Ballyrock CDO I Limited
By: /s/ Xxxx Xxxxx
--------------------------------------
Name: Xxxx Xxxxx
Title: Assistant Treasurer
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
Fidelity Advisor Series II: Fidelity
Advisor Floating Rate High Income Fund
By: /s/ Xxxx X. Xxxxxxxx
----------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Assistant Treasurer
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
Franklin Floating Rate Master
Series
NAME OF LENDER:
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title:
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
FRANKLIN FLOATING RATE
DAILY ACCESS FUND
NAME OF LENDER:
By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxx
Title:
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
FRANKLIN CLO II, Limited
NAME OF LENDER:
By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxx
Title:
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
