FIRST AMENDMENT TO PURCHASE AND PUT AGREEMENT MFC GLOBAL INVESTMENT MANAGEMENT (U.S.), LLC 101 HUNTINGTON AVENUE BOSTON, MA 02199 OPPENHEIMER CHAMPION INCOME FUND OPPENHEIMER STRATEGIC INCOME FUND OPPENHEIMER STRATEGIC BOND FUND / VA OPPENHEIMER HIGH...
Exhibit 10.10
FIRST AMENDMENT TO PURCHASE AND PUT AGREEMENT
MFC
GLOBAL INVESTMENT MANAGEMENT (U.S.), LLC
000 XXXXXXXXXX XXXXXX
XXXXXX, XX 00000
XXXXXXXXXXX
CHAMPION INCOME FUND
XXXXXXXXXXX STRATEGIC INCOME FUND
XXXXXXXXXXX STRATEGIC BOND FUND / VA
XXXXXXXXXXX HIGH INCOME FUND / VA
0000 XXXXX XXXXXX XXX
XXXXXXXXXX, XX 00000
ING
XXXXXXXXXXX STRATEGIC INCOME PORTFOLIO
0000 XXXX XXXXXXXXXX XXXXX XXXX
XXXXXXXXXX, XX 00000
BRIGADE
CAPITAL MANAGEMENT
000 XXXX XXXXXX, 00XX XXXXX
XXX XXXX, XX 00000
SOLA
LTD.
SOLUS CORE OPPORTUNITIES MASTER FUND LTD
C/O SOLUS ALTERNATIVE ASSET MANAGEMENT LP
000 XXXX XXXXXX, 0XX XXXXX
XXX XXXX, XXX XXXX 00000
JANUARY 11, 2010
Each of the purchasers signatory hereto (each a “Purchaser” and, collectively the “Purchasers”) have entered into this First Amendment to Purchase and Put Agreement (this “Amendment”) on January 11, 2010 and this Amendment amends that certain Purchase and Put Agreement, dated November 2, 2009, by and among the Purchasers (the “Existing Purchase Letter” and together with the exhibits, schedules and annexes thereto and, as amended by this Amendment, the “Purchase Letter”). Capitalized terms used but not defined herein shall have the same meanings ascribed to such terms in the Existing Purchase Letter.
Whereas, pursuant to Section 7 of the Existing Purchase Letter, the Purchasers desire to amend the Existing Purchase Letter as hereinafter set forth,
Now, therefore, for good and valuable consideration the Purchasers agree among themselves as follows:
1. Amendments to Existing Purchase Letter.
(a) Clause (a) of the fourth paragraph is hereby amended by deleting the word “$400,000,000” and replacing it with “approximately $385,000,000.”
(b) Clause (i) of Section 1(b) is hereby amended by deleting the phrase “and shareholders agreement” therefrom.
(c) Clause (iii) of Section 1(b) is hereby amended and restated in its entirety as follows:
“(iii) the occurrence of the Closing Date (as defined in Exhibit A hereto) on or before 5:00 pm New York City time on June 30, 2010 (such date, as the same may be extended by the Purchasers in their sole discretion in writing, the “Purchase and Put Agreement Expiration Date”).”
(d) The first sentence of Section 7 is hereby amended by inserting the phrase “and Greektown Holdings, L.L.C.” at the end thereof.
(e) The final sentence of Section 7 is hereby amended and restated in its entirety as follows:
“To be effective, a waiver must be set forth in writing signed by the waiving party and, to the extent that such waiver is adverse to the interests of Greektown Holdings, L.L.C., Greektown Holdings, L.L.C. and must specifically refer to this Purchase Letter and the breach or provision being waived.”
(f) The table labeled “Certain Additional Provisions” in Exhibit A to the Existing Purchase Letter is herby amended by deleting the phrase “Principal Amount: $400,000,000” and replacing it with “Principal Amount: approximately $385,000,000”.
(g) Exhibit B to the Existing Purchase Letter is hereby amended by (i) deleting in subparagraph 1. the phrase “aggregate principal amount of $400.0 million” and replacing it with “aggregate principal amount of $385.0 million”, (ii) deleting in subparagraph 1. the phrase “no less than $400.0 million” and replacing it with “approximately $385.0 million”, and (ii) inserting in subparagraph 3. the phrase “up to” before the word “$400.0 million”.
(h) Exhibit D to the Existing Purchase Letter is hereby amended by (i) deleting clauses 1), 2), 4), 5), 10), 11), 15), and 18) in their entirety; (ii) deleting in subparagraph 6) the phrase “the date that is seventy (70) days from the Filing Date” and replacing it with “January 19, 2010”; (iii) deleting in subparagraph 12) the phrase “the date that is thirty (30) days from the date upon which the Confirmation Order is entered Confirming the Plan” and replacing it with “June 30, 2010”; and (iv) deleting in subparagraph 13) the references to subparagraphs 1), 2), 4) and 5).
2. Agreement. Except as expressly set forth herein, the terms and provisions of the Existing Purchase Letter shall remain in full force and effect.
3. Governing Law. This Amendment will be governed by, and construed in accordance with, the laws of the State of New York, including, without limitation, Section 5-1401 of the New York General Obligations Law.
4. Miscellaneous. This Amendment may be executed in one or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same
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instrument. Delivery of an executed signature page of this Amendment by facsimile, PDF, or other electronic transmission will be effective as delivery of a manually executed counterpart hereof.
[Remainder of page intentionally blank]
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In witness whereof, the parties have executed this agreement on the day first above written.
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XXXX XXXXXXX STRATEGIC INCOME FUND |
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By: |
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Name: Xxxxx Xxxxxxx |
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Title: VP & Chief Administrative Officer |
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XXXX XXXXXXX TRUST STRATEGIC INCOME TRUST |
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By: |
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Name: Xxxxx Xxxxxxx |
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Title: VP & Chief Administrative Officer |
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XXXX XXXXXXX FUNDS II STRATEGIC INCOME FUND |
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By: |
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Name: Xxxxx Xxxxxxx |
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Title: VP & Chief Administrative Officer |
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XXXX XXXXXXX HIGH YIELD FUND |
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By: |
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Name: Xxxxx Xxxxxxx |
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Title: VP & Chief Administrative Officer |
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XXXX XXXXXXX TRUST HIGH INCOME TRUST |
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By: |
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Name: Xxxxx Xxxxxxx |
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Title: VP & Chief Administrative Officer |
Signature page to First Amendment to Purchase Letter
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XXXX XXXXXXX FUNDS II HIGH INCOME FUND |
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By: |
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Name: Xxxxx Xxxxxxx |
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Title: VP & Chief Administrative Officer |
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XXXX XXXXXXX XXXX FUND |
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By: |
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Name: Xxxxx Xxxxxxx |
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Title: VP & Chief Administrative Officer |
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XXXX XXXXXXX INCOME SECURITIES TRUST |
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By: |
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Name: Xxxxx Xxxxxxx |
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Title: VP & Chief Administrative Officer |
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XXXX XXXXXXX INVESTORS TRUST |
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By: |
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Name: Xxxxx Xxxxxxx |
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Title: VP & Chief Administrative Officer |
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XXXX XXXXXXX FUNDS III LEVERAGED COMPANIES FUND |
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By: |
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Name: Xxxxx Xxxxxxx |
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Title: VP & Chief Administrative Officer |
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XXXX XXXXXXX FUNDS II ACTIVE BOND FUND |
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By: |
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Name: Xxxxx Xxxxxxx |
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Title: VP & Chief Administrative Officer |
Signature page to First Amendment to Purchase Letter
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XXXX XXXXXXX FUNDS TRUST ACTIVE BOND TRUST |
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By: |
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Name: Xxxxx Xxxxxxx |
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Title: VP & Chief Administrative Officer |
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MANULIFE GLOBAL FUND U.S. BOND FUND |
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By: |
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Name: Xxxxx Xxxxxxx |
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Title: VP & Chief Administrative Officer |
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MANULIFE GLOBAL FUND SPECIAL OPPORTUNITIES FUND |
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By: |
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Name: Xxxxx Xxxxxxx |
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Title: VP & Chief Administrative Officer |
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MANULIFE GLOBAL FUND STRATEGIC INCOME |
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By: |
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Name: Xxxxx Xxxxxxx |
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Title: VP & Chief Administrative Officer |
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MIL STRATEGIC INCOME FUND |
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By: |
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Name: Xxxxx Xxxxxxx |
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Title: VP & Chief Administrative Officer |
Signature page to First Amendment to Purchase Letter
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XXXXXXXXXXX CHAMPION INCOME FUND |
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By: Xxxxxxxxxxx Funds, Inc. as investment advisor thereto |
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By: |
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Name: Xxxxxxxx Xxx |
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Title: XX |
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XXXXXXXXXXX STRATEGIC INCOME FUND |
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By: Xxxxxxxxxxx Funds, Inc. as investment advisor thereto |
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By: |
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Name: Xxxxxxxx Xxx |
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Title: XX |
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XXXXXXXXXXX STRATEGIC BOND FUND / VA |
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By: Xxxxxxxxxxx Funds, Inc. as investment advisor thereto |
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By: |
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Name: Xxxxxxxx Xxx |
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Title: XX |
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XXXXXXXXXXX HIGH INCOME FUND / VA |
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By: Xxxxxxxxxxx Funds, Inc. as investment advisor thereto |
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By: |
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Name: Xxxxxxxx Xxx |
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Title: VP |
Signature page to First Amendment to Purchase Letter
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ING XXXXXXXXXXX STRATEGIC INCOME PORTFOLIO |
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By: Xxxxxxxxxxx Funds, Inc. as investment advisor thereto |
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By: |
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Name: Xxxxxxxx Xxx |
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Title: VP |
Signature page to First Amendment to Purchase Letter
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BRIGADE CAPITAL MANAGEMENT |
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By: |
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Name: Xxx Xxxxxx |
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Title: Managing Partner |
Signature page to First Amendment to Purchase Letter
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SOLA LTD |
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By: |
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Name: Xxxxxxxxxxx Xxxxxxx |
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Title: Director |
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SOLUS CORE OPPORTUNITIES MASTER FUND LTD |
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By: |
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Name: Xxxxxxxxxxx Xxxxxxx |
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Title: Director |
Signature page to First Amendment to Purchase Letter