THIRD AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the Guarantors and Pledgors named herein, Bank of...
Exhibit 10.1
among
Apartment Investment and Management Company,
AIMCO Properties, L.P., and
AIMCO/Bethesda Holdings, Inc.,
AIMCO Properties, L.P., and
AIMCO/Bethesda Holdings, Inc.,
as the Borrowers,
the Guarantors and
Pledgors named herein,
the Guarantors and
Pledgors named herein,
Bank of America, N.A.,
as Administrative Agent, Swing Line Lender
and L/C Issuer
as Administrative Agent, Swing Line Lender
and L/C Issuer
and
The Other Financial
Institutions Party Hereto
Institutions Party Hereto
Dated as of August 31, 0000
XXXX XX XXXXXXX SECURITIES LLC
and
KEYBANC CAPITAL MARKETS
as Joint-Lead Arrangers
and
Joint Book Managers and Bookrunners
This THIRD AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this
“Amendment”) is dated as of August 31, 2007 and entered into by and among APARTMENT
INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation (the “REIT”), AIMCO PROPERTIES,
L.P., a Delaware limited partnership (“AIMCO”), and AIMCO/BETHESDA HOLDINGS, INC., a
Delaware corporation (“AIMCO/Bethesda”) (the REIT, AIMCO and AIMCO/Bethesda collectively
referred to herein as “Borrowers”), BANK OF AMERICA, N.A. (“Bank of America”), as
Administrative Agent (in such capacity, “Administrative Agent”) and as Swing Line Lender
and L/C Issuer, and the Lenders party hereto, and is made with reference to that certain Amended
and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, by and among Borrowers,
each lender from time to time party thereto, BANK OF AMERICA, N.A., as Administrative Agent and as
Swing Line Lender and L/C Issuer, and KeyBank National Association, as Syndication Agent (the
“Credit Agreement”), as amended by that certain First Amendment to Amended and Restated
Senior Secured Credit Agreement, dated June 16, 2005 (the “First Amendment”). as amended by
that certain Second Amendment to Amended and Restated Senior Secured Credit Agreement, dated March
22, 2006 (the “Second Amendment”) (the Credit Agreement as amended by the First Amendment,
Second Amendment and this Amendment is referred to herein as the “Amended Agreement”).
Capitalized terms used in this Amendment shall have the meanings set forth in the Credit Agreement
unless otherwise defined herein.
A. Clauses (iii) and (iv) of the defined term “Gross Asset Value” are deleted in
their entirety and replaced with the following:
“(iii) with respect to all real estate assets wholly or partially owned by such Person(s)
throughout the most recent four calendar quarters ending on or prior to such date of determination
(other than Development Assets), the Adjusted Total NOI attributable to such real estate assets for
such four quarter period divided by 7.25%;
(iv) with respect to all real estate assets wholly or partially owned on such date of
determination, but acquired less than four calendar quarters but at least one calendar quarter
preceding such date of determination (other than Development Assets), the Adjusted Total NOI
attributable to such real estate assets for any period that such Person(s) owned such assets
measured on an annualized basis and divided by 7.25%;”
1.2 Amendment to Section 2.15. Section 2.15 is deleted in its entirety and replaced
with the following:
“2.15 Increase in Commitments.
(a) Increase in Commitments.
(i) Request for Increase. Provided there exists no Default or Event of Default, upon
notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrowers may
request an increase in the Aggregate Commitments (which may be, at the option of the Borrowers,
Revolving Commitments and/or Term Loan Commitments) such that the Aggregate Commitments do not
exceed $1,300,000,000 after giving effect to such increase; provided however, any such request for
an increase shall be in a minimum amount of $25,000,000. At the time of sending such notice, the
Borrowers (in consultation with the Administrative Agent) shall specify the time period within
which each Lender is requested to respond (which shall in no event be less than ten Business Days
from the date of delivery of such notice to the Lenders). Such notice shall indicate the
Applicable Term Rate or Applicable Revolving Rate (or other applicable interest rate margins) for
such new Term Loan Commitments or Revolving Commitments, as applicable. In the event new Term Loan
Commitments or Revolving Commitments are to be provided, no consent of any Lender shall be required
in connection with the issuance of any such new Term Loan Commitments or Revolving Commitments,
regardless of if the Applicable Term Rate or Applicable Revolving Rate (or other applicable
interest rate margins) for such new Term Loan Commitments or Term Loans or Revolving Commitments or
Revolving Loans is less than that for any other Term Loan Commitments or Term Loans or Revolving
Commitments or Revolving Loans hereunder.
(ii) Lender Elections to Increase. Each Lender shall notify the Administrative Agent
within such time period whether or not it agrees to increase its Commitment or to provide new
Commitments and, if so, whether by an amount equal to, greater than, or less than its Applicable
Percentage of such requested increase. Any Lender not responding within such time period shall be
deemed to have declined to increase its Commitment or to provide new Commitments.
(iii) Notification by Administrative Agent; Additional Lenders. The Administrative
Agent shall notify the Borrowers and each Lender of the Lenders’ responses to each request made
hereunder. To achieve the full amount of a requested increase or of new Commitments and subject to
the approval of the Administrative Agent and the L/C Issuer (which approvals shall not be
unreasonably withheld), the Borrowers may also invite additional Eligible Assignees to become
Lenders pursuant to a Joinder Agreement or amendment to this Agreement in form and substance
reasonably satisfactory to the Administrative Agent and its counsel.
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(iv) Effective Date and Allocations. If the Aggregate Commitments are increased or if
new Commitments are provided in accordance with this Section, the Administrative Agent and the
Borrowers shall determine the effective date (the “Increase Effective Date”) and the final
allocation of such increase or new Commitments under this clause (a). The Administrative Agent
shall promptly notify the Borrowers and the Lenders of the final allocation of such increase or new
Commitments and the Increase Effective Date. Any such increase or new Commitments may be drawn on
upon the satisfaction of the applicable conditions precedent set forth in Section 4.02.
(v) Conditions to Effectiveness of Increase. As a condition precedent to such
increase or new Commitments under this clause (a), the Borrowers shall deliver to the
Administrative Agent a certificate of the Borrowers dated as of the Increase Effective Date signed
by a Responsible Officer of the Borrowers (i) certifying and attaching the resolutions adopted by
each Borrower approving or consenting to such increase, and (ii) in the case of the Borrowers,
certifying that, before and after giving effect to such increase, to the knowledge of Borrowers (A)
the representations and warranties contained in Article V and the other Loan Documents are true and
correct, on and as of the Increase Effective Date, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case, to the knowledge of the
Borrowers, they are true and correct as of such earlier date, and except that for purposes of this
Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section
5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and
(b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers shall prepay any
Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required
pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable
with any revised Applicable Percentages arising from any nonratable increase in the Revolving
Commitments under this Section. Notwithstanding any provisions of this Agreement to the contrary,
the Borrowers may borrow from the Lenders providing such increase in the Revolving Commitments (on
a non pro rata basis with Lenders not providing such increase) in order to fund such prepayment.
1.3 Amendment to Section 5.14(a) Section 5.14(a) is hereby amended by deleting the first
sentence thereof and replacing it with the following:
“Except for the repurchase of the shares of the REIT, no Borrower is engaged or will engage,
principally or as one if its important activities, in the business of purchasing or carrying margin
stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose
of purchasing or carrying margin stock, in any case, in violation of Regulation U of the FRB.”
1.4 Amendment to Section 6.11 Section 6.11 is hereby amended by deleting such section in its
entirety and inserting the following in replacement thereof:
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1.5 Amendment to Section 7.03(g) Section 7.03(g) is hereby deleted in its entirety and
replaced with the following:
“(g) Recourse Indebtedness of the Borrowers, the Guarantors and their Subsidiaries (whether
secured or unsecured and including Indebtedness under the Loan Documents) in an aggregate
principal amount not to exceed at any time an amount equal to 15% of Gross Asset Value at such
time;”
A. Sections 7.06(c) is hereby deleted in its entirety and replaced with the following:
“(c) the purchase, redemption or other acquisition of any Equity Interests of the Borrowers or
any Subsidiary; provided, that, at the time or as a result thereof there shall exist no Default or
Event of Default;”
B. Section 7.06(e) is hereby deleted in its entirety and replaced with “Intentionally
Omitted.”
1.7 Amendment to Section 7.10 Section 7.10 is hereby amended by deleting such section in its
entirety and inserting the following in replacement therefor:
“7.10 Use of Proceeds. Use the proceeds of any Credit Extension in violation of Regulation U
of the FRB, whether directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit
to others for the purpose of purchasing or carrying margin stock or to refund indebtedness
originally incurred for such purpose; provided, that the Borrowers may use the proceeds of Credit
Extensions to repurchase the shares of the REIT.”
The Required Lenders hereby consent to the amendment of the Credit Agreement in the form
substantially set forth in the Fourth Amendment to Amended and Restated Senior Secured
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Credit Agreement as attached as Exhibit A hereto (“Fourth Amendment”). By their
execution to this Amendment, the Required Lenders (i) agree that the Fourth Amendment shall become
effective upon the execution thereof by Administrative Agent and each Borrower and without any
further action by the Required Lenders, (ii) acknowledge that the Fourth Amendment attached hereto
contains incomplete schedules which will be completed prior to its execution and they consent to
such completed schedules as reasonably approved by Administrative Agent, and (iii) agree that prior
to the execution of the Fourth Amendment the Administrative Agent may make minor changes to the
Fourth Amendment reasonably deemed necessary by Administrative Agent.
This Amendment shall become effective as of the date of this Amendment, at such time that all
of the following conditions are satisfied:
A. The Administrative Agent shall have received counterparts of this Amendment, duly executed
and delivered on behalf of each of (a) the Borrowers, (b) the Administrative Agent, and (c) the
Required Lenders (provided that in lieu of executing this Amendment, any Lender may provide to
Administrative Agent its written consent to this Amendment with the same effect as if their
respective signatures are attached hereto);
B. Guarantors and the Borrowers and Subsidiaries of the Borrowers party to the Pledge
Agreements as “Pledgors” (the “Pledgors”) shall have executed this Amendment with respect to
Section 6;
C. Administrative Agent and its counsel shall have received executed resolutions from
Borrowers, Guarantors and Pledgors authorizing the entry into and performance of this Amendment
and the Credit Agreement as amended, all in form and substance satisfactory to Administrative
Agent and its counsel;
D. Borrowers shall have paid to each Lender who executes and delivers this Amendment prior to
5:00 p.m. New York time on August 30, 2007 a modification fee in the amount of 10 basis points
times the amount of such Lender’s commitment(s) under the Existing Facility. The Modification Fee
will be paid to Bank of America for distribution to such Lenders on the execution of this
Amendment.
In order to induce the Lenders to consent to this Amendment and to amend the Credit Agreement
in the manner provided herein, Borrowers represent and warrant to Administrative Agent and to each
Lender that the following statements are true, correct and complete:
4.1 Corporate Power and Authority. Borrowers have all requisite power and authority
to enter into this Amendment and any other agreements, guaranties or other operative documents to
be delivered pursuant to this Amendment, to carry out the transactions contemplated by, and perform
their obligations under, the Amended Agreement. Each of the Borrowers, Pledgors and Guarantors is
in good standing in the respective states of their organization on the effectiveness of this
Amendment;
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4.2 Authorization of Agreements. The execution and delivery of this Amendment and the
performance of the Amended Agreement have been duly authorized by all necessary action on the part
of Borrowers and the other parties delivering any of such documents, as the case may be. Except as
disclosed on Schedule 4.2, the organizational documents of the Borrowers, Pledgors and
Guarantors have not been modified in any material respect since the date of the Second Amendment;
4.3 No Default. After giving effect to this Amendment, no Default or Event of Default
exists under the Credit Agreement as of the date of such effectiveness. Further, after giving
effect to this Amendment, no Default or Event of Default would result under the Amended Agreement
from the consummation of this Amendment;
4.4 No Conflict. The execution, delivery and performance by Borrowers, Pledgors and
Guarantors of this Amendment and the performance of the Amended Agreement by Borrowers, does not
and will not (i) violate any provision of any applicable material law or any governmental rule or
regulation applicable to Borrowers, Pledgors, Guarantors or any of their Subsidiaries except as
could not reasonably be expected to have a Material Adverse Effect, the Organization Documents of
Borrowers, Pledgors, Guarantors or any of their Subsidiaries or any order, judgment or decree of
any court or other Governmental Authority binding on Borrowers, Pledgors, Guarantors or any of
their Subsidiaries except as could not reasonably be expected to have a Material Adverse Effect,
(ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both)
a default under any Contractual Obligation of Borrowers, Pledgors, Guarantors or any of their
Subsidiaries except as could not reasonably be expected to have a Material Adverse Effect, (iii)
result in or require the creation or imposition of any Lien upon any of the properties or assets of
Borrowers, Pledgors, Guarantors or any of their Subsidiaries not otherwise permitted by the Amended
Agreement except as could not reasonably be expected to have a Material Adverse Effect, or (iv)
require any approval of members or stockholders or any approval or consent of any Person under any
Contractual Obligation of Borrowers, Pledgors, Guarantors or any of their Subsidiaries, except for
such approvals or consents which have been or will be obtained on or before the effectiveness of
this Amendment or except for such approvals or consents which, if not obtained, are not reasonably
expected to result in a Material Adverse Effect;
4.5 Governmental Consents. The execution and delivery by Borrowers, Guarantors and
Pledgors of this Amendment and the performance by Borrowers, Guarantors and Pledgors under the
Amended Agreement does not and will not require any registration with, consent or approval of, or
notice to, or other action to, with or by, any federal, state or other governmental authority or
regulatory body, except for filings or recordings in respect of the Liens created pursuant to the
Loan Documents and except as may be required, in connection with the disposition of any Collateral,
by laws generally affecting the offering and sale of securities;
4.6 Binding Obligation. The Credit Agreement, as amended by this Amendment, has been
duly executed and delivered by Borrowers and is enforceable against Borrowers, in accordance with
its respective terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable
principles relating to enforceability; and
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4.7 Incorporation of Representations and Warranties From Credit Agreement. After
giving effect to this Amendment, the representations and warranties contained in Article V
of the Amended Agreement are and will be true, correct and complete in all material respects on and
as of the date of such effectiveness to the same extent as though made on and as of such date,
except representations and warranties solely 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.
A. On and after the effectiveness of this Amendment, 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 Loan 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.
B. Except as specifically amended by this Amendment, the Credit Agreement and the other Loan
Documents shall remain in full force and effect and are hereby ratified and confirmed.
C. 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 Administrative Agent or any Lender under, the Credit Agreement or any of the
other Loan Documents.
5.2 Fees and Expenses. Borrowers acknowledge that all reasonable costs, fees and
expenses incurred by Administrative Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of Borrowers. The
Borrowers hereby agree to pay the reasonable fees, cost and expenses of Administrative Agent’s
counsel in connection with this Amendment concurrently with or promptly after the effectiveness of
this Amendment.
5.3 Headings. Section and subsection headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this Amendment for any other
purpose or be given any substantive effect.
5.4 Counterparts; Effectiveness. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate 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; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages are physically
attached to the same document. This Amendment shall become effective upon the execution of a
counterpart hereof by each Borrower and Required Lenders, and receipt by
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Borrowers and Administrative Agent of written, facsimile or telephonic notification of such
execution and authorization of delivery thereof.
5.5 Entire Agreement. This Amendment embodies the entire agreement and understanding
among the parties with respect to this amendment to the Credit Agreement, and supersedes all prior
agreements and understandings, oral or written, relating thereto.
A. Guarantors are party to that certain Continuing Guaranty, dated as of November 2, 2004,
pursuant to which Guarantors have guarantied the Obligations. Pledgors are party to that certain
Security Agreement (Securities) made by Borrowers and Security Agreement (Securities) made by
certain other Pledgors, dated as of November 2, 2004, pursuant to which Pledgors have pledged the
Collateral as security for the Indebtedness (as defined in the applicable Pledge Agreement).
B. Each Guarantor and each Pledgor 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 Guarantor hereby confirms that each Guaranty
to which it is a party or otherwise bound, and each Pledgor hereby confirms that the Pledge
Agreement to which it is a party or otherwise bound, will continue to guaranty or secure, as the
case may be, to the fullest extent possible the payment and performance of all of the “Guaranteed
Obligations” (as defined in the applicable Guaranty) or the “Indebtedness” (as defined in the
applicable Pledge Agreement), as the case may be, including without limitation the payment and
performance of all such “Guaranteed Obligations” or “Indebtedness”, as the case may be, with
respect to the Obligations of Borrowers now or hereafter existing under or in respect of the
Credit Agreement (as amended hereby) and the Notes defined therein.
C. Each Guarantor acknowledges and agrees that any Guaranty to which it is a party or
otherwise bound, and each Pledgor acknowledges and agrees that the Pledge Agreement 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 Guarantor and each Pledgor represents and
warrants that all representations and warranties contained in the Guaranty and/or the Pledge
Agreement, as the case may be, to which it is a party or otherwise bound are true, correct and
complete in all material respects on and as of the date of the effectiveness of this Amendment 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.
D. Each Guarantor and each Pledgor (other than the Borrowers) acknowledges and agrees that
(i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor or
such Pledgor, as the case may be, is not required by the terms of the Credit Agreement or any
other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this
Amendment and (ii) nothing in the Credit
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Agreement, this Amendment or any other Loan Document shall be deemed to require the consent
of such Guarantor or such Pledgor to any future amendments to the Credit Agreement.
[Signatures on Next Page]
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BORROWERS: | APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation |
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By: | /s/ Xxxxx X. Xxxxxxxx | |||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
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AIMCO PROPERTIES, L.P., a Delaware limited partnership |
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By: | AIMCO-GP, INC., | |||||||
a Delaware corporation | ||||||||
Its: | General Partner | |||||||
By: | /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx | ||||||||
Executive Vice President and Treasurer | ||||||||
AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation |
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By: | /s/ Xxxxx X. Xxxxxxxx | |||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
PLEDGORS (for purposes of Section 6 only):
APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation, as Pledgor |
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By: | /s/ Xxxxx X. Xxxxxxxx | |||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
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AIMCO PROPERTIES, L.P., a Delaware limited partnership, as Pledgor |
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By: | AIMCO-GP, INC., | |||||||
a Delaware corporation | ||||||||
Its: | General Partner | |||||||
By: | /s/ Xxxxx X. Xxxxxxxx
Executive Vice President and Treasurer |
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AIMCO/BETHESDA
HOLDINGS, INC., a Delaware corporation, as Pledgor |
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By: | /s/ Xxxxx X. Xxxxxxxx | |||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
AIMCO/IPT, INC., a Delaware corporation, NHP A&R SERVICES, INC., a Virginia corporation NHP REAL ESTATE CORPORATION, a Delaware corporation AIMCO HOLDINGS QRS, INC., a Delaware corporation NHPMN-GP, INC., a Delaware corporation LAC PROPERTIES QRS II INC., a Delaware corporation |
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By: | /s/ Xxxxx X. Xxxxxxxx | |||
Xxxxx X. Xxxxxxxx | ||||
Executive Vice President and Treasurer | ||||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
AIMCO LP LA, L.P., a Delaware limited partnership |
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By: | AIMCO LA QRS, Inc., a Delaware corporation |
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Its: | General Partner | |||||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
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GP-OP PROPERTY MANAGEMENT, LLC, a Delaware limited liability company |
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By: | AIMCO Properties, L.P., a Delaware limited partnership, Its: Member |
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By: | AIMCO-GP, Inc., a Delaware corporation, |
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Its: | General Partner | |||||||||||
By: | /s/ Xxxxx X. Xxxxxxxx
Executive Vice President and Treasurer |
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
AIMCO GP LA, L.P., a Delaware limited partnership |
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By: | AIMCO-GP, INC., a Delaware corporation, |
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Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
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LAC PROPERTIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership |
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By: | AIMCO GP LA, L.P., a Delaware limited partnership, |
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Its: | General Partner | |||||||||
By: | AIMCO-GP, INC., a Delaware corporation, |
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Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx
|
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Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
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AIC REIT PROPERTIES LLC, a Delaware limited liability company |
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By: | AIMCO Properties, L.P., a Delaware limited partnership, |
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Its: | Managing Member | |||||||||
By: | AIMCO-GP, INC., a Delaware corporation, |
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Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
AMBASSADOR APARTMENTS, L.P. a Delaware limited partnership |
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By: | AIMCO QRS GP, LLC, a Delaware limited liability company |
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Its: | General Partner | |||||||||
By: | AIMCO Properties, L.P., a Delaware limited partnership, |
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Its: | Member | |||||||||
By: | AIMCO-GP, Inc., a Delaware corporation, |
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Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx
Executive Vice President and Treasurer |
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AIMCO HOLDINGS, L.P. a Delaware limited partnership |
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By: | AIMCO Holdings QRS, Inc., a Delaware corporation, |
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Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
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AMBASSADOR FLORIDA PARTNERS LIMITED PARTNERSHIP, a Delaware corporation |
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By: | Ambassador Florida Partners, Inc., a Delaware corporation, |
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Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
LAC PROPERTIES SUB LLC, a Delaware limited liability company |
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By: | LAC Properties Operating Partnership, L.P., a Delaware limited partnership, |
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Its: | Member | |||||||||||
By: | AIMCO GP LA, L.P., a Delaware limited partnership, |
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Its: | General Partner | |||||||||||
By: | AIMCO-GP, Inc., a Delaware corporation, |
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Its: | General Partner | |||||||||||
By: | /s/ Xxxxx X. Xxxxxxxx
Executive Vice President and Treasurer |
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LAC PROPERTIES GP I LLC a Delaware limited liability company |
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By: | LAC Properties Operating Partnership, L.P., a Delaware limited partnership, |
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Its: | Managing Member | |||||||||||
By: | AIMCO GP LA, L.P., a Delaware limited partnership, |
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Its: | General Partner | |||||||||||
By: | AIMCO-GP, Inc., a Delaware corporation, |
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Its: | General Partner | |||||||||||
By: | /s/ Xxxxx X. Xxxxxxxx
Executive Vice President and Treasurer |
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
GUARANTORS
(for purposes of Section 6 only):
AIMCO EQUITY SERVICES, INC., a Virginia corporation AIMCO HOLDINGS QRS, INC., a Delaware corporation AIMCO-LP, INC., a Delaware corporation AIMCO PROPERTIES FINANCE CORP., a Delaware corporation AMBASSADOR I, INC., a Delaware corporation AMBASSADOR VIII, INC., a Delaware corporation ANGELES REALTY CORPORATION II, a California corporation CONCAP EQUITIES, INC., a Delaware corporation NHP A&R SERVICES, INC., a Virginia corporation NHPMN STATE MANAGEMENT, INC., a Delaware corporation NHP MULTI-FAMILY CAPITAL CORPORATION, a District of Columbia corporation AIMCO-GP, INC., a Delaware corporation NHPMN-GP, INC., a Delaware corporation |
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By: | /s/ Xxxxx X. Xxxxxxxx | |||
Xxxxx X. Xxxxxxxx | ||||
Executive Vice President and Treasurer | ||||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
AIMCO IPLP, L.P., a Delaware limited partnership |
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By: | AIMCO/IPT, Inc., a Delaware corporation |
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Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
||||||||||
AIMCO HOLDINGS, L.P., a Delaware limited partnership |
||||||||||
By: | AIMCO Holdings QRS, Inc., a Delaware corporation, |
|||||||||
Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
||||||||||
AMBASSADOR CRM FLORIDA PARTNERS LIMITED PARTNERSHIP, a Delaware limited partnership |
||||||||||
By: | Ambassador Florida Partners Limited Partnership, a Delaware limited partnership |
|||||||||
Its: | General Partner | |||||||||
By: | Ambassador Florida Partners, Inc., a Delaware limited partnership |
|||||||||
Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx
|
|||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
AMBASSADOR APARTMENTS, L.P. a Delaware limited partnership |
||||||||||
By: | AIMCO QRS GP, LLC, a Delaware limited liability company, |
|||||||||
Its: | General Partner | |||||||||
By: | AIMCO Properties, L.P., a Delaware limited partnership, |
|||||||||
Its: | Member | |||||||||
By: | AIMCO-GP, Inc., | |||||||||
a Delaware corporation, | ||||||||||
Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
||||||||||
LAC PROPERTIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership |
||||||||||
By: | AIMCO GP LA, L.P., a Delaware limited partnership |
|||||||||
Its: | General Partner | |||||||||
By: | AIMCO-GP, Inc., a Delaware corporation |
|||||||||
Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx
Executive Vice President and Treasurer |
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
GP-OP PROPERTY MANAGEMENT, LLC a Delaware limited liability company |
||||||||||
By: | AIMCO Properties, L.P., a Delaware limited partnership, |
|||||||||
Its: | Member | |||||||||
By: | AIMCO-GP, Inc., a Delaware corporation, |
|||||||||
Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
||||||||||
NHPMN MANAGEMENT, L.P., a Delaware limited partnership |
||||||||||
By: | NHPMN-GP, Inc. a Delaware corporation, |
|||||||||
Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
||||||||||
NHPMN MANAGEMENT, LLC, a Delaware limited liability company |
||||||||||
By: | AIMCO/Bethesda Holdings, Inc., a Delaware corporation, |
|||||||||
Its: | Member | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
OP PROPERTY MANAGEMENT, L.P., a Delaware limited partnership | ||||||||||
By: | NHPMN-GP, Inc., a Delaware corporation | |||||||||
Its: | Managing General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
||||||||||
OP PROPERTY MANAGEMENT, LLC, a Delaware limited liability company |
||||||||||
By: | AIMCO Properties, L.P., a Delaware limited partnership |
|||||||||
Its: | Member | |||||||||
By: | AIMCO-GP, Inc., a Delaware corporation |
|||||||||
Its: | General Partner | |||||||||
By: | /s/ Xxxxx X. Xxxxxxxx
|
|||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
LAC PROPERTIES GP I LIMITED PARTNERSHIP, a Delaware limited partnership |
||||||||||||||
By: | LAC Properties GP I LLC, a Delaware limited liability company |
|||||||||||||
Its: | General Partner | |||||||||||||
By: | LAC Properties Operating Partnership, L.P., a Delaware limited partnership |
|||||||||||||
Its: | Managing Member | |||||||||||||
By: | AIMCO GP LA, L.P., a Delaware limited partnership |
|||||||||||||
Its: | General Partner | |||||||||||||
By: | AIMCO-GP, Inc., a Delaware corporation |
|||||||||||||
Its: | General Partner | |||||||||||||
By: | /s/ Xxxxx X. Xxxxxxxx
Executive Vice President and Treasurer |
|||||||||||||
LAC PROPERTIES XX XX LIMITED PARTNERSHIP, a Delaware limited partnership |
||||||||||||||
By: | LAC Properties QRS II Inc., a Delaware corporation, |
|||||||||||||
Its: | General Partner | |||||||||||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||||||
Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
BANK OF AMERICA: BANK OF AMERICA, N.A., as Administrative Agent |
||||
By: | /s/ Xxxxxxxx X. Carry | |||
Name: | Xxxxxxxx X. Carry | |||
Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
BANK OF AMERICA, N.A., as Swing Line Lender, L/C Issuer and as a Lender |
||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | Senior Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
ALLED IRISH BANKS PLC, as a Lender |
||||||
By: | /s/ Xxxxxx Xxxxxx
|
|||||
Name: Xxxxxx Xxxxxx | ||||||
Title: Vice President | ||||||
By: | /s/ Xxx Xxxxxxx
|
|||||
Name: Xxx Xxxxxxx | ||||||
Title: Director |
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender |
||||||
By: | /s/ Xxxxxx X. Xxxxxxxx
|
|||||
Name: Xxxxxx X. Xxxxxxxx | ||||||
Title: Director | ||||||
By: | /s/ Xxxxxx Xxxxx
|
|||||
Name: Xxxxxx Xxxxx | ||||||
Title: |
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
ERSTE BANK, NEW YORK BRANCH, as a Lender |
||||||
By: | /s/ Xxxxxxx Xxxxxx
|
|||||
Name: Xxxxxxx Xxxxxx | ||||||
Title: Associate Director | ||||||
By: | /s/ Xxxxx Xxxxx
|
|||||
Name: Xxxxx Xxxxx | ||||||
Title: Managing Director |
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
KEYBANK NATIONAL ASSOCIATION as Syndication Agent and Lender |
||||
By: | /s/ Xxxxxxxx X. Xxxxx | |||
Name: | Xxxxxxxx X. Xxxxx | |||
Title: | Senior Banker | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
XXXXXXX XXXXX CAPITAL CORPORATION, as a Lender |
||||
By: | /s/ Xxx Xxxxxxx | |||
Name: | Xxx Xxxxxxx | |||
Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
SOVEREIGN BANK as a Lender |
||||
By: | /s/ T. Xxxxxxx Xxxxxxx | |||
Name: | T. Xxxxxxx Xxxxxxx | |||
Title: | Senior Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
XXXXXXX XXXXX BANK FSB, as a Lender |
||||
By: | /s/ Xxxxxx X. Xxxxx | |||
Name: | Xxxxxx X. Xxxxx | |||
Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender |
||||
By: | /s/ Xxxx Xxxxxx | |||
Name: | Xxxx Xxxxxx | |||
Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
ACCESS INSTITUTIONAL LOAN FUND By: Deerfield Capital Management LLC as its Portfolio Manager, as a Lender |
||||
By: | /s/ Xxx Xxxxx | |||
Name: | Xxx Xxxxx | |||
Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
AIB Debt Management, Limited, as a Lender |
||||||
By: | /s/ Xxxxxx Xxxxxx
|
|||||
Name: Xxxxxx Xxxxxx | ||||||
Title: Vice President, Investment Advisor to | ||||||
AIB Debt Management, Limited | ||||||
By: | /s/ Xxx Xxxxxxx
|
|||||
Name: Xxx Xxxxxxx | ||||||
Title: Director, Investment Advisor to | ||||||
AIB Debt Management, Limited |
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Atrium III as a Lender |
||||
By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxx | |||
Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Atrium IV as a Lender |
||||
By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxx | |||
Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Aurum CLO 2002-1 Ltd. By: Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc.) As Collateral Manager |
||||||
By: | /s/ Xxxxxxx Xxxxxxxx
|
|||||
Name: Xxxxxxx Xxxxxxxx | ||||||
Title: Managing Director | ||||||
By: | /s/ Xxxx Xxxxxx
|
|||||
Name: Xxxx Xxxxxx, CFA | ||||||
Title: Vice President |
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
BABSON CLO LTD 2003-I BABSON CLO LTD 2005-I BABSON CLO LTD 2005-II BABSON CLO LTD 2005-III BABSON CLO LTD 2006-II BABSON CLO LTD 2007-I SUFFIELD CLO, LIMITED as a Lender By: Babson Capital Management LLC as Collateral Manager |
||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Director | |||
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Advisor |
||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Director | |||
XXXX & XXXXXXX XXXXX FOUNDATION TRUST By: Babson Capital Management LLC as Investment Advisor |
||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Director | |||
HAKONE FUND LLC By: Babson Capital Management LLC as Investment Advisor |
||||
By: | /s/ Xxxxxxx Xxxxx | |||
Name: | Xxxxxxx Xxxxx | |||
Title: | Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
BALLANTYNE FUNDING LLC as a Lender |
||||
By: | /s/ Xxxxxxx Xxxx | |||
Name: | Xxxxxxx Xxxx | |||
Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
BEECHER CBNA LOAN FUNDING LLC as a Lender |
||||
By: | /s/ Xxxxxxx Xxxxxxx | |||
Name: | Xxxxxxx Xxxxxxx | |||
Title: | Attorney-in-fact | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
BRENTWOOD CLO LTD. By: Highland Capital Management L.P., As Collateral Manager By: Stand Advisors, Inc. Its General Partner as a Lender |
||||
By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | Secretary, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. |
|||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
BRYN MAWR II CLO, Ltd. By: Deerfield Capital Management LLC as its Collateral Manager, as a Lender |
||||
By: | /s/ Xxx Xxxxx | |||
Name: | Xxx Xxxxx | |||
Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
BUSHNELL CBNA LOAN FUNDING LLC, for itself or as agent for Bushnell CFPI Loan Funding LLC, as a Lender |
||||
By: | /s/ Xxxxxxx Xxxxxxx | |||
Name: | Xxxxxxx Xxxxxxx | |||
Title: | Attorney-in-fact | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Credit Suisse Syndicated Loan Fund, as a Lender |
||||
By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxx | |||
Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
CUMBERLAND II CLO LTD. By: Deerfield Capital Management LLC as its Collateral Manager, as a Lender |
||||
By: | /s/ Xxx Xxxxx | |||
Name: | Xxx Xxxxx | |||
Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
EASTLAND CLO LTD. By: Highland Capital Management L.P., As Collateral Manager By: Stand Advisors, Inc. Its General Partner as a Lender |
||||
By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | Secretary, Strand Advisors, Inc.,
General Partner of Highland Capital Management, L.P. |
|||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
XXXXX XXXXX CDO VIII, LTD. By: Xxxxx Xxxxx Management As Investment Advisor, as a Lender |
||||
By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
XXXXX XXXXX CDO IX, LTD. By: Xxxxx Xxxxx Management as Investment Advisor, as a Lender |
||||
By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND By: Xxxxx Xxxxx Management as Investment Advisor as a Lender |
||||
By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
XXXXX XXXXX LIMITED DURATION INCOME FUND By: Xxxxx Xxxxx Management as Investment Advisor as a Lender |
||||
By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
XXXXX XXXXX SENIOR INCOME TRUST By: Xxxxx Xxxxx Management as Investment Advisor as a Lender |
||||
By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
XXXXX XXXXX SENIOR INCOME TRUST By: Xxxxx Xxxxx Management as Investment Advisor as a Lender |
||||
By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
XXXXX XXXXX VT FLOATING-RATE INCOME FUND By: Xxxxx Xxxxx Management as Investment Advisor as a Lender |
||||
By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
EMIGRANT REALTY FINANCE LLC, as a Lender |
||||
By: | /s/ Xxxxxxxxx Xxxxx | |||
Name: | Xxxxxxxxx Xxxxx | |||
Title: | Director & Vice President Emigrant Realty Finance | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
FLAGSHIP CLO IV By: Deutsche Investment Management America, Inc. (as successor in interest to Deutsche Asset Management, Inc.) as Collateral Manager |
||||
By: | /s/ Xxxxxxx Cunniffee | |||
Name: | Xxxxxxx Xxxxxxxx | |||
Title: | Managing Director | |||
By: | /s/ Xxxx Xxxxxx | |||
Name: | Xxxx Xxxxxx, CFA | |||
Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
FOREST CREEK CLO, LTD. By: Deerfield Capital Management LLC as its Collateral Manager, as a Lender |
||||
By: | /s/ Xxx Xxxxx | |||
Name: | Xxx Xxxxx | |||
Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
GLENEAGLES CLO, LTD. By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., its General Partner as a Lender |
||||
By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | Secretary Strand Advisors, Inc., General |
|||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Granite Venture I Ltd. By: Stone Tower Debt Advisors LLC., as its Collateral Manager as a Lender |
||||
By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxxx | |||
Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Granite Venture II Ltd. By: Stone Tower Debt Advisors LLC., as its Collateral Manager as a Lender |
||||
By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxxx | |||
Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Granite Venture III Ltd. By: Stone Tower Debt Advisors LLC., as its Collateral Manager as a Lender |
||||
By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxxx | |||
Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Xxxxxxx & Co. By: Boston Management and Research, as Investment Advisor |
||||
By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Xxxxxxx CLO, LTD. By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., its General Partner as a Lender |
||||
By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | Secretary Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. |
|||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
H/2 Real Estate CDO 2006-1 Ltd. as a Lender |
||||
By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxx | |||
Title: | Chief Operating Officer | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Jasper CLO, LTD. By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., its General Partner as a Lender |
||||
By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | Secretary Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. |
|||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Landmark II CDO LTD. By: Aladdin Capital Management, LLC, as Manager |
||||
By: | /s/ Xxxxxxx Xxxxxxxx | |||
Name: | Xxxxxxx Xxxxxxxx | |||
Title: | Associate Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Landmark IV CDO LTD. By: Aladdin Capital Management, LLC, as Manager |
||||
By: | /s/ Xxxxxxx Xxxxxxxx | |||
Name: | Xxxxxxx Xxxxxxxx | |||
Title: | Associate Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Latitude CLO I Ltd., as Lender |
||||
By: | /s/ Xxxx Xxxxxxx | |||
Name: | Xxxx Xxxxxxx | |||
Title: | Senior Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Liberty CLO, Ltd. By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., its General Partner as a Lender |
||||
By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | Secretary Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. |
|||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
LightPoint CLO 2004-1, Ltd. |
||||
By: | /s/ Xxxxx Xxxxxx | |||
Name: | Xxxxx Xxxxxx | |||
Title: | Senior Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Xxxxxxxx Funding LLC. as a Lender |
||||
By: | /s/ M. Xxxxxxxx Xxxxxxx | |||
Name: | M. Xxxxxxxx Xxxxxxx | |||
Title: | Assistant Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Loan Star State Trust By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., its General Partner as a Lender |
||||
By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | Secretary Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. |
|||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
LONG GROVE CLO, LIMITED, By: Deerfield Capital Management, LLC, as its Collateral Manager as a Lender |
||||
By: | /s/ Xxx Xxxxx | |||
Name: | Xxx Xxxxx | |||
Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Madison Park Funding II, Ltd. as a Lender |
||||
By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxx | |||
Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Market Square CLO, Ltd. By: Deerfield Capital Management, L.P., as Collateral Manager as a Lender |
||||
By: | /s/ Xxx Xxxxx | |||
Name: | Xxx Xxxxx | |||
Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Muirfield Trading LLC as a Lender |
||||
By: | /s/ M. Xxxxxxxx Xxxxxxx | |||
Name: | M. Xxxxxxxx Xxxxxxx | |||
Title: | Assistant Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Oak Hill Credit Partners II, Limited, as a Lender By: Oak Hill CLO Management II, LLC, as Investment Manager |
||||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Authorized Person | |||
Oak Hill Credit Partners III, Limited, as a Lender By: Oak Hill CLO Management III, LLC As Investment Manager |
||||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Authorized Person | |||
SMBC MVI SPC, on behalf of and for the account of Segregated Portfolio No. 1, as a Lender By: Oak Hill Separate Account Management I, LLC., as Investment Manager |
||||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Authorized Person | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Rampart CLO I, Ltd. By: Stone Tower Debt Advisors LLC, as its Collateral Manager as a Lender |
||||
By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxxx | |||
Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Rampart CLO 2007 Ltd. By: Stone Tower Debt Advisors LLC., as its Collateral Manager as a Lender |
||||
By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxxx | |||
Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Rockwall CDO, LTD. By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., its General Partner as a Lender |
||||
By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | Secretary Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. |
|||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Rosemont CLO, LTD. By: Deerfield Capital Management, LLC as its Collateral Manager as a Lender |
||||
By: | /s/ Xxx Xxxxx | |||
Name: | Xxx Xxxxx | |||
Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Security Benefit Life Insurance Company as a Lender By: Four Corners Capital Management, LLC, as Sub-Advisor |
||||
By: | /s/ Xxxx Xxxxxxxxxx | |||
Name: | Xxxx Xxxxxxxxxx | |||
Title: | Vice President | |||
Four Corners CLO 2005-I, LTD. as a Lender By: Four Corners Capital Management, LLC, as Collateral Manager |
||||
By: | /s/ Xxxx Xxxxxxxxxx | |||
Name: | Xxxx Xxxxxxxxxx | |||
Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Senior Debt Portfolio By: Boston Management and Research as Investment Advisor as a Lender |
||||
By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Southfork CLO, Ltd. By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., its General Partner as a Lender |
||||
By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | Secretary Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. |
|||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Xxxxxxxx CBNA Loan Funding LLC, for itself or as agent for Xxxxxxx CFPI Loan Funding LLC as a Lender |
||||
By: | /s/ Xxxxxxx Xxxxxxx | |||
Name: | Xxxxxxx Xxxxxxx | |||
Title: | Attorney-in-fact | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Stratford CLO, Ltd. By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., its General Partner as a Lender |
||||
By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | Secretary Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. |
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(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Stone Tower CLO II Ltd. By: Stone Tower Debt Advisors LLC, as Collateral Manager as a Lender |
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By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxxx | |||
Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Stone Tower CLO III Ltd. By: Stone Tower Debt Advisors LLC, as Collateral Manager as a Lender |
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By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxxx | |||
Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Stone Tower CLO IV Ltd. By: Stone Tower Debt Advisors LLC, as Collateral Manager as a Lender |
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By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxxx | |||
Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Stone Tower CLO V Ltd. By: Stone Tower Debt Advisors LLC, as Collateral Manager as a Lender |
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By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxxx | |||
Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Trumbull THC2 Loan Funding LLC for itself or as agent for Trumbull TCH2 CFPI Loan Funding LLC as a Lender |
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By: | /s/ Xxxxxxx Xxxxxxx | |||
Name: | Xxxxxxx Xxxxxxx | |||
Title: | Attorney-in-fact | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Venture II CDO Limited By: its Investment advisor MJX Asset Management LLC, as a Lender |
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By: | /s/ Xxxxxxx X. Xxxxx | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Venture III CDO Limited By: its Investment advisor MJX Asset Management LLC, as a Lender |
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By: | /s/ Xxxxxxx X. Xxxxx | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Venture IV CDO Limited By: its Investment advisor MJX Asset Management LLC, as a Lender |
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By: | /s/ Xxxxxxx X. Xxxxx | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Venture V CDO Limited By: its Investment advisor MJX Asset Management LLC, as a Lender |
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By: | /s/ Xxxxxxx X. Xxxxx | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Venture VIII CDO Limited By: its Investment advisor MJX Asset Management LLC, as a Lender |
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By: | /s/ Xxxxxxx X. Xxxxx | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Vista Leveraged Income Fund By its Investment advisor MJX Asset Management LLC, as a Lender |
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By: | /s/ Xxxxxxx X. Xxxxx | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
Westchester CLO, Ltd. By: Highland Capital Management, L.P., as Servicer By: Strand Advisors, Inc., its General Partner as a Lender |
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By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | Secretary Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. |
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(Third Amendment to Amended and Restated Senior Secured Credit Agreement)