EIGHTH 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 February 3, 0000
XXXX XX XXXXXXX SECURITIES LLC
and
KEYBANC CAPITAL MARKETS
as Joint-Lead Arrangers
and
Joint Book Managers and Bookrunners
This EIGHTH AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this
“Amendment”) is dated as of February 3, 2010 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
“Original 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”), as amended by that certain Third Amendment
to Amended and Restated Senior Secured Credit Agreement, dated August 31, 2007 (“Third
Amendment”), as amended by that certain Fourth Amendment to Amended and Restated Senior Secured
Credit Agreement, dated September 14, 2007 (“Fourth Amendment”), as amended by that certain
Fifth Amendment to Amended and Restated Senior Secured Credit Agreement, dated September 9, 2008
(“Fifth Amendment”), as amended by that certain Sixth Amendment to Amended and Restated
Senior Secured Credit Agreement, dated May 1, 2009 (“Sixth Amendment”), and as amended by
that certain Seventh Amendment to Amended and Restated Senior Credit Agreement, dated August 4,
2009 (“Seventh Amendment”) (the Original Credit Agreement as amended by the First
Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment
and Seventh Amendment is referred to as the “Credit Agreement”; and the Credit Agreement as
amended by this Amendment is referred to as the “Amended Agreement”). Capitalized terms
used in this Amendment shall have the meanings set forth in the Amended Agreement unless otherwise
defined herein.
RECITALS
WHEREAS, Borrowers desire to amend the Credit Agreement as more particularly set forth below;
WHEREAS, pursuant to the Credit Agreement, the amendments set forth herein require the consent
of the Required Lenders, and the Required Lenders have consented hereto;
NOW, THEREFORE, in consideration of the agreements, provisions and covenants contained herein,
the parties agree as follows:
Section 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 Amendments to Section 1.01. Section 1.01 of the Credit Agreement is hereby
amended in the following respects:
A. The defined term “Applicable Unused Fee” is deleted and replaced with:
““Applicable Unused Fee” means 0.50% per annum based upon the Usage (as such term is
defined below) as of the date of determination. As used in this definition, the term “Usage” shall
mean on each date of determination the percentage of usage of the Revolving Commitments obtained by
subtracting the average daily Total Revolving Outstandings for the most recent fiscal quarter
ending prior to the date of determination from the aggregate Revolving Commitments then in effect.”
B. The following defined terms in Section 1.01 shall be inserted in the correct alphabetical
location:
“‘Eighth Amendment’ means the Eighth Amendment to this Agreement, dated as of February
3, 2010, among the Borrowers, the LC Issuer, the Administrative Agent and the Lenders party
thereto.”
“‘Eighth Amendment Effective Date’ means the date all of the conditions to
effectiveness set forth in Section 2 of the Eighth Amendment are satisfied.”
“‘Eighth Amendment Period’ means the period commencing on the Eighth Amendment
Effective Date and ending on (a) the Existing Revolving Commitment Termination Date of May 1, 2011,
or (b) October 1, 2011 if the Revolving Commitment Termination Date is extended to May 1, 2012 in
accordance with Section 2.14, or (c) May 1, 2012 if the Required Lenders elect to increase the
Applicable Capitalization Rate pursuant to Section 2.14(a) in connection with such extension of the
Revolving Commitment Termination Date.”
1.2 Amendments to Section 7.11. Clauses (a), (b) and (c) of Section 7.11 shall be
deleted and replaced by:
“(a) Permit the Fixed Charge Coverage Ratio (i) during the Eighth Amendment Period, to be less
than 1.20:1.00 and (ii) after the Eighth Amendment Period, to be less than 1.30:1.00;
(b) Permit the Debt Service Coverage Ratio (i) during the Eighth Amendment Period, to be less
than 1.40:1.00 and (ii) after the Eighth Amendment Period, to be less than 1.50:1.00;
(c) Permit the Secured Indebtedness Ratio (i) during the Eighth Amendment Period, to exceed
0.65:1.00 and (ii) after the Eighth Amendment Period, to exceed 0.60:1.00;”
Section 2. CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective (as of the “Eighth Amendment Effective Date”) at
such time that all of the following conditions are satisfied:
2.1 The Administrative Agent shall have received counterparts of this Amendment, duly executed
and delivered on behalf of each of (i) the Borrowers, (ii) the Administrative Agent and (iii) the
Required Lenders (or the Required Lenders shall have consented to the execution of the Amendment by
providing their counterpart signatures hereto or their consent hereto to the Administrative Agent);
2.2 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 5 and such other documents reasonably required by Administrative Agent;
2.3 The Borrowers shall have paid to the Administrative Agent, for the account of each
Required Lender executing this Amendment by 5:00 p.m. (EST) on February 2, 2010, an amendment fee
equal to 25 basis points times such Lender’s Aggregate Credit Exposure as of the Eighth Amendment
Effective Date; and
2.4 Borrowers and the Pledgors shall have delivered such other assurances, certificates,
documents or consents as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the
Required Lenders reasonably may require.
Section 3. BORROWERS’ REPRESENTATIONS AND WARRANTIES
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:
3.1 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 Eighth Amendment Effective
Date;
3.2 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.
3.3 No Default. After giving effect to this Amendment, no Default or Event of Default
exists under the Amended Agreement as of the Eighth Amendment Effective Date. 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;
3.4 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 Eighth Amendment Effective Date or except for such approvals or consents which, if not
obtained, are not reasonably expected to result in a Material Adverse Effect;
3.5 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;
3.6 Binding Obligation. The Amended Agreement 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
3.7 Incorporation of Representations and Warranties From Amended 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 Eighth Amendment Effective Date 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.
Section 4. MISCELLANEOUS
4.1 Reference to and Effect on the Amended Agreement and the Other Loan Documents.
A. On and after the Eighth Amendment Effective Date, 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 Amended Agreement.
B. Except as specifically amended by this Amendment, the Amended 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 Amended Agreement or any of the
other Loan Documents.
4.2 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 but in no event later than
30 days after submission of an invoice with respect to such reasonable fees, costs and expenses.
4.3 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.
4.4 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 Administrative Agent, and receipt by Borrowers and
Administrative Agent of written, facsimile, electronic image scan (e.g., “PDF” or “tif”)
transmission or telephonic notification of such execution and authorization of delivery thereof.
4.5 Entire Agreement. This Amendment embodies the entire agreement and understanding
among the parties with respect to this amendment to the Amended Agreement, and supersedes all prior
agreements and understandings, oral or written, relating thereto.
4.6 Governing Law. This Amendment shall be governed by, and construed in accordance
with, the law of the State of California.
Section 5. ACKNOWLEDGEMENT AND CONSENT
5.1 Guarantors are party to that certain Continuing Guaranty (as amended from time to time),
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 (as amended
from time to time) and Security Agreement (Securities) made by certain other Pledgors (as amended
from time to time), 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).
5.2 Each Guarantor and each Pledgor hereby acknowledges that it has reviewed the terms and
provisions of the Amended 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
Amended Agreement and the Notes defined therein.
5.3 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 Eighth Amendment Effective Date 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.
5.4 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 Amended 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 Amended Agreement.
[Signatures on Following Pages]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered as of the day and year first written above.
| BORROWERS: | APARTMENT INVESTMENT AND | ||||||
| MANAGEMENT COMPANY, | |||||||
| a Maryland corporation | |||||||
| By: | /s/ Xxxxx X. Xxxxxxxx | ||||||
| Xxxxx X. Xxxxxxxx | |||||||
| Executive Vice President and Treasurer | |||||||
| AIMCO PROPERTIES, L.P., | |||||||
| a Delaware limited partnership | |||||||
| By: | AIMCO-GP, INC., | ||||||
| a Delaware corporation | |||||||
| Its: | General Partner | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxx | ||||||
| Xxxxx X. Xxxxxxxx | |||||||
| Executive Vice President and Treasurer | |||||||
| AIMCO/BETHESDA HOLDINGS, INC., | |||||||
| a Delaware corporation | |||||||
| By: | /s/ Xxxxx X. Xxxxxxxx | ||||||
| Xxxxx X. Xxxxxxxx | |||||||
| Executive Vice President and Treasurer | |||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
S-1
PLEDGORS (for purposes of Section 5 only):
| APARTMENT INVESTMENT AND | |||||||
| MANAGEMENT COMPANY, | |||||||
| a Maryland corporation, as Pledgor | |||||||
| By: | /s/ Xxxxx X. Xxxxxxxx | ||||||
| Xxxxx X. Xxxxxxxx | |||||||
| Executive Vice President and Treasurer | |||||||
| AIMCO PROPERTIES, L.P., | |||||||
| a Delaware limited partnership, as Pledgor | |||||||
| By: | AIMCO-GP, INC., | ||||||
| a Delaware corporation | |||||||
| Its: | General Partner | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxx | ||||||
| Xxxxx X. Xxxxxxxx | |||||||
| Executive Vice President and Treasurer | |||||||
| AIMCO/BETHESDA HOLDINGS, INC., | |||||||
| a Delaware corporation, as Pledgor | |||||||
| By: | /s/ Xxxxx X. Xxxxxxxx | ||||||
| Xxxxx X. Xxxxxxxx | |||||||
| Executive Vice President and Treasurer | |||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
S-2
| 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 | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxx | |||||
| Xxxxx X. Xxxxxxxx | ||||||
| Executive Vice President and Treasurer | ||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
S-3
| AIMCO LP LA, LP, | ||||||||||||
| a Delaware limited partnership | ||||||||||||
| By: | AIMCO LA QRS, Inc., | |||||||||||
| a Delaware corporation | ||||||||||||
| Its: | General Partner | |||||||||||
| By: | /s/ Xxxxx X. Xxxxxxxx | |||||||||||
| Xxxxx X. Xxxxxxxx | ||||||||||||
| Executive Vice President and | ||||||||||||
| Treasurer | ||||||||||||
| 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 | ||||||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
S-4
| AIMCO GP LA, L.P., | |||||||||
| a Delaware limited partnership | |||||||||
| 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 | ||||||||
| Xxxxx X. Xxxxxxxx | |||||||||
| Executive Vice President and | |||||||||
| Treasurer | |||||||||
| AIC REIT PROPERTIES LLC, | |||||||||
| a Delaware limited liability company | |||||||||
| By: | AIMCO Properties, L.P., | ||||||||
| a Delaware limited partnership, | |||||||||
| Its: | Managing Member | ||||||||
| By: | AIMCO-GP, INC., | ||||||||
| a Delaware corporation, | |||||||||
| Its: | General Partner | ||||||||
| By: | /s/ Xxxxx X. Xxxxxxxx | ||||||||
| Xxxxx X. Xxxxxxxx | |||||||||
| Executive Vice President and | |||||||||
| Treasurer | |||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
S-5
| 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 | |||||||||||
| 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 FLORIDA PARTNERS LIMITED | |||||||
| PARTNERSHIP, | |||||||
| a Delaware limited partnership | |||||||
| By: | Ambassador Florida Partners, Inc., | ||||||
| a Delaware corporation, | |||||||
| Its: | General Partner | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxx | ||||||
| Xxxxx X. Xxxxxxxx | |||||||
| Executive Vice President and Treasurer | |||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
S-6
| LAC PROPERTIES SUB LLC, | ||||||||||
| a Delaware limited liability company | ||||||||||
| 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 | |||||||||
| Xxxxx X. Xxxxxxxx | ||||||||||
| Executive Vice President and | ||||||||||
| Treasurer | ||||||||||
| LAC PROPERTIES GP I LLC | ||||||||||
| a Delaware limited liability company | ||||||||||
| 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 | |||||||||
| Xxxxx X. Xxxxxxxx | ||||||||||
| Executive Vice President and | ||||||||||
| Treasurer | ||||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
S-7
GUARANTORS (for purposes of Section 5 only):
| AIMCO EQUITY SERVICES, INC., a Virginia corporation AIMCO HOLDINGS QRS, INC., a Delaware corporation AIMCO-LP TRUST a Delaware trust 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 |
||||
| By: | /s/ Xxxxx X. Xxxxxxxx | |||
| Xxxxx X. Xxxxxxxx | ||||
| Executive Vice President and Treasurer | ||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
S-8
| AIMCO IPLP, L.P., | |||||||
| a Delaware limited partnership | |||||||
| By: | AIMCO/IPT, Inc., | ||||||
| a Delaware corporation | |||||||
| 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 corporation | |||||||||
| Its: | General Partner | ||||||||
| By: | /s/ Xxxxx X. Xxxxxxxx | ||||||||
| Xxxxx X. Xxxxxxxx | |||||||||
| Executive Vice President and | |||||||||
| Treasurer | |||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
S-9
| 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 | ||||||||
| Xxxxx X. Xxxxxxxx | |||||||||
| Executive Vice President | |||||||||
| and Treasurer | |||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
S-10
| 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
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 |
||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
S-11
| OP PROPERTY MANAGEMENT, L.P., a Delaware limited partnership |
||||||||
| By: | NHPMN-GP, Inc., a Delware corporation |
|||||||
| Its: | Managing General Partner | |||||||
| By: | /s/ 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
Executive Vice President and Treasurer |
|||||||||
(Eighth 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
Executive Vice President and Treasurer |
|||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| AIMCO SELECT PROPERTIES, L.P., a Delaware limited partnership |
||||||||
| By: | AIMCO/Bethesda Holdings, Inc., a Delaware corporation, |
|||||||
| Its: | General Partner | |||||||
| By: | /s/ Xxxxx X. Xxxxxxxx | |||||||
| Xxxxx X. Xxxxxxxx Executive Vice President and Treasurer |
||||||||
(Eighth 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 | |||
| Xxxxxxxx X. Carry | ||||
| Vice President | ||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| L/C ISSUER: | BANK OF AMERICA, N.A., as L/C Issuer |
|||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Xxxxx X. Xxxxxxx | ||||
| Senior Vice President | ||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| BANK OF AMERICA, N.A., as Lender |
||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Xxxxx X. Xxxxxxx | ||||
| Senior Vice President | ||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| KEYBANK NATIONAL ASSOCIATION, as Syndication Agent and Lender |
||||
| By: | /s/ Xxxxxxxxxxx X. Xxxx | |||
| Xxxxxxxxxxx X. Xxxx | ||||
| Senior Relationship Manager | ||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender |
||||
| By: | /s/ Xxxx Xxxxxxxx | |||
| Xxxx Xxxxxxxx | ||||
| Director | ||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| AIB DEBT MANAGEMENT, LIMITED as a Lender |
||||
| By: | /s/ Xxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Senior Vice President Investment Advisor to AIB Debt Management, Limited |
||||
| By: | /s/ Xxxx Xxxxxxx | |||
| Name: | Xxxx Xxxxxxx | |||
| Assistant Vice President Investment Advisor to AIB Debt Management, Limited |
||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| AMERIPRISE CERTIFICATE COMPANY, as a Lender |
||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Xxxxx X. Xxxxxxx | ||||
| Assistant Vice President | ||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| ATRIUM III, as a Lender |
||||
| By: | /s/ Xxxxxx Xxxxxxxx | |||
| Xxxxxx Xxxxxxxx | ||||
| Authorized Signatory | ||||
(Eighth 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 Sub-Adviser | ||||||
| By: | /s/ Xxxx X. Xxxxx
|
|||||
| Xxxx X. Xxxxx | ||||||
| Managing Director | ||||||
| By: | /s/ Xxxxxx Xxxxxxxx
|
|||||
| Xxxxxx Xxxxxxxx | ||||||
| Vice President | ||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| BRIDGEPORT CLO II LTD. | ||||||||
| By: | Deerfield Capital Management LLC | |||||||
| as its Collateral Manager | ||||||||
| By: | /s/ Xxxxx Xxxxxxx
|
|||||||
| Xxxxx Xxxxxxx | ||||||||
| Authorized Signatory | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| BRIDGEPORT CLO LTD. | ||||||||
| By: | Deerfield Capital Management LLC | |||||||
| as its Collateral Manager | ||||||||
| By: | /s/ Xxxxx Xxxxxxx
|
|||||||
| Xxxxx Xxxxxxx | ||||||||
| Authorized Signatory | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| XXXX RIDGE CLO PLUS LTD. | ||||||||
| By: | Deerfield Capital Management LLC | |||||||
| as its Collateral Manager | ||||||||
| By: | /s/ Xxxxx Xxxxxxx
|
|||||||
| Xxxxx Xxxxxxx | ||||||||
| Authorized Signatory | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| CENT CDO 12 LIMITED | ||||||||
| By: | RiverSource Investments, LLC | |||||||
| as Collateral Manager | ||||||||
| By: | /s/ Xxxxx X. Xxxxxxx
|
|||||||
| Xxxxx X. Xxxxxxx | ||||||||
| Director of Operations | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| CENT CDO 14 LIMITED | ||||||||
| By: | RiverSource Investments, LLC | |||||||
| as Collateral Manager | ||||||||
| By: | /s/ Xxxxx X. Xxxxxxx
|
|||||||
| Xxxxx X. Xxxxxxx | ||||||||
| Director of Operations | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| CENT CDO 15 LIMITED | ||||||||
| By: | RiverSource Investments, LLC | |||||||
| as Collateral Manager | ||||||||
| By: | /s/ Xxxxx X. Xxxxxxx
|
|||||||
| Xxxxx X. Xxxxxxx | ||||||||
| Assistant Vice President | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| CENT CDO XI LIMITED | ||||||||
| By: | RiverSource Investments, LLC | |||||||
| as Collateral Manager | ||||||||
| By: | /s/ Xxxxx X. Xxxxxxx
|
|||||||
| Xxxxx X. Xxxxxxx | ||||||||
| Director of Operations | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| CENTURION CDO 8 LIMITED | ||||||||
| By: | RiverSource Investments, LLC | |||||||
| as Collateral Manager | ||||||||
| By: | /s/ Xxxxx X. Xxxxxxx
|
|||||||
| Xxxxx X. Xxxxxxx | ||||||||
| Director of Operations | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| CENTURION CDO 9 LIMITED | ||||||||
| By: | RiverSource Investments, LLC | |||||||
| as Collateral Manager | ||||||||
| By: | /s/ Xxxxx X. Xxxxxxx
|
|||||||
| Xxxxx X. Xxxxxxx | ||||||||
| Director of Operations | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| CENTURION CDO III, LIMITED | ||||||||
| By: | RiverSource Investments, LLC as Collateral Manager |
|||||||
| By: | /s/ Xxxxx X. Xxxxxxx
|
|||||||
| Director of Operations | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| CENTURION CDO VI, LTD. | ||||||||
| By: | RiverSource Investments, LLC as Collateral Manager |
|||||||
| By: | /s/ Xxxxx X. Xxxxxxx
|
|||||||
| Director of Operations | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| CENTURION CDO VII LIMITED | ||||||||
| By: | RiverSource Investments, LLC as Collateral Manager |
|||||||
| By: | /s/ Xxxxx X. Xxxxxxx
|
|||||||
| Director of Operations | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| CUMBERLAND II CLO LTD. | ||||||||
| By: | Deerfield Capital Management LLC as its Collateral Manager |
|||||||
| By: | /s/ Xxxxx Xxxxxxx
|
|||||||
| Authorized Signatory | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| XXXXX XXXXX CDO IX LTD. | ||||||||
| By: | Xxxxx Xxxxx Management as Investment Advisor |
|||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx
|
|||||||
| Vice President | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| XXXXX XXXXX CDO VIII, LTD. | ||||||||
| By: | Xxxxx Xxxxx Management as Investment Advisor |
|||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx
|
|||||||
| Vice President | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND |
||||||||
| By: | Xxxxx Xxxxx Management as Investment Advisor |
|||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx
|
|||||||
| Vice President | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| XXXXX XXXXX LIMITED DURATION INCOME FUND |
||||||||
| By: | Xxxxx Xxxxx Management as Investment Advisor |
|||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx
|
|||||||
| Vice President | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| XXXXX XXXXX MEDALLION FLOATING-RATE INCOME PORTFOLIO | ||||||||
| By: | Xxxxx Xxxxx Management as Investment Advisor |
|||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx
|
|||||||
| Vice President | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| XXXXX XXXXX SENIOR INCOME TRUST | ||||||||
| By: | Xxxxx Xxxxx Management as Investment Advisor |
|||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx
|
|||||||
| Vice President | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| XXXXX XXXXX VT FLOATING-RATE INCOME FUND |
||||||||
| By: | Xxxxx Xxxxx Management as Investment Advisor |
|||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx
|
|||||||
| Vice President | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| EMIGRANT REALTY FINANCE, as a Lender |
||||||
| By: | /s/ Xxxxxxxxx Xxxxx
|
|||||
| Emigrant Realty Finance | ||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| ERSTE GROUP BANK AG, as a Lender |
||||||
| By: | /s/ Xxxxxxx Xxxxxx
|
|||||
| Director | ||||||
| By: | /s/ Xxxxx Xxxxx
|
|||||
| Executive Director | ||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II |
||||||||
| By: | Four Corners Capital Management, LLC as Sub-Adviser |
|||||||
| By: | /s/ Xxxx Xxxxxxxxxx
|
|||||||
| Vice President | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| FLAGSHIP CLO IV | ||||||
| By: Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc.), as Collateral Manager |
||||||
| By: | /s/ Xxxx X. Xxxxx
|
|||||
| Managing Director | ||||||
| By: | /s/ Xxxxxx Xxxxxxxx
|
|||||
| Vice President | ||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| FOREST CREEK CLO, LTD. | ||||||||
| By: | Deerfield Capital Management LLC as its Collateral Manager |
|||||||
| By: | /s/ Xxxxx Xxxxxxx
|
|||||||
| Authorized Signatory | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| FOUR CORNERS CLO 2005-I, LTD. | ||||||
| By: Four Corners Capital Management, LLC as Collateral Manager |
||||||
| By: | /s/ Xxxx Xxxxxxxxxx
|
|||||
| Vice President | ||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| FOUR CORNERS CLO II, LTD. as a Lender |
||||||
| By: | /s/ Xxxxxxx Xxxxxx
|
|||||
| Vice President | ||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| FOUR CORNERS CLO III, LTD. | ||||||||
| By: | Macquarie Funds Group FKA Four Corners Capital Management, LLC, as Collateral Manager |
|||||||
| By: | /s/ Xxxx Xxxxxxxxxx
|
|||||||
| Vice President | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| XXXXXXX & CO. | ||||||||
| By: | Boston Management and Research, as Investment Advisor | |||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx
|
|||||||
| Vice President | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| LANDMARK II CDO, LIMITED LANDMARK IV CDO, LIMITED__, |
||||||||
| By: | Aladdin Capital Management LLC, as a Lender |
|||||||
| By: | /s/ Xxxxx Xxxx-Xxxxxx
|
|||||||
| Authorized Signatory | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| LATITUDE CLO I, LTD., as a Lender |
||||||
| By: | /s/ Xxxx Xxxxxxx
|
|||||
| Senior Vice President | ||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| LONG GROVE CLO, LIMITED | ||||||||
| By: | Deerfield Capital Management LLC as its Collateral Manager |
|||||||
| By: | /s/ Xxxxx Xxxxxxx
|
|||||||
| Authorized Signatory | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| MADISON PARK FUNDING IV, LTD. | ||||||||
| By: | Credit Suisse Alternative Capital, Inc. as Collateral Manager |
|||||||
| By: | /s/ Xxxxxx Xxxxxxxx
|
|||||||
| Authorized Signatory | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| MARKET SQUARE CLO, LTD. | ||||||||
| By: | Deerfield Capital Management LLC as its Collateral Manager |
|||||||
| By: | /s/ Xxxxx Xxxxxxx
|
|||||||
| Authorized Signatory | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| MARQUETTE PARK CLO LTD. | ||||||||
| By: | Deerfield Capital Management LLC as its Collateral Manager |
|||||||
| By: | /s/ Xxxxx Xxxxxxx
|
|||||||
| Authorized Signatory | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| OLYMPIC CLO I, as a Lender |
||||||
| By: | /s/ Xxxx X. Xxxxxxxxx
|
|||||
| Co-President | ||||||
| Xxxxxxxxx Pacific Asset Management LLC | ||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| XXXXXXX XXXXX BANK, FSB, as a Lender |
||||||
| By: | /s/ Xxxxxx X. Xxxxx
|
|||||
| Senior Vice President | ||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| ROSEMONT CLO, LTD. | ||||||||
| By: | Deerfield Capital Management LLC as its Collateral Manager |
|||||||
| By: | /s/ Xxxxx Xxxxxxx
|
|||||||
| Authorized Signatory | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| SAN XXXXXXX CLO I, as a Lender |
||||||
| By: | /s/ Xxxx X. Xxxxxxxxx
|
|||||
| Co-President | ||||||
| Xxxxxxxxx Pacific Asset Management LLC | ||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| SENIOR DEBT PORTFOLIO | ||||||||
| By: | Boston Management and Research as Investment Advisor |
|||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx
|
|||||||
| Vice President | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| SEQUILS-CENTURION V, LTD. | ||||||||
| By: | RiverSource Investments, LLC as Collateral Manager |
|||||||
| By: | /s/ Xxxxx X. Xxxxxxx
|
|||||||
| Director of Operations | ||||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| SHIPROCK FINANCE, SPC, acting on behalf of and for the account of SF-3 Segregated Portfolio, as a Lender |
||||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Xxxxxxx Xxxxxx | ||||
| Vice President | ||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| SIERRA CLO II, as a Lender |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Co-President
Xxxxxxxxx Pacific Asset Management LLC |
||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| XXXXXXXXX MODENA CLO, LTD. By: Xxxxxxxxx Capital Partners, LLC as its Asset Manager |
||||||
| By: | /s/ Xxxxxxxxxxx Xxxxxx | |||||
| Xxxxxxxxxxx Xxxxxx | ||||||
| Managing Partner | ||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| XXXXXXXXX/RMF TRANSATLANTIC CDO LTD. By: Xxxxxxxxx Capital Partners, LLC as its Collateral Manager |
||||||
| By: | /s/ Xxxxxxxxxxx Xxxxxx | |||||
| Xxxxxxxxxxx Xxxxxx Managing Partner |
||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| XXXXXXXXX VANTAGE CLO, LTD. By: Xxxxxxxxx Capital Partners, LLC as its Asset Manager |
||||||
| By: | /s/ Xxxxxxxxxxx Xxxxxx | |||||
| Xxxxxxxxxxx Xxxxxx Managing Partner |
||||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
|
VENTURE II CDO 2002, LIMITED By its Investment Advisor, MJX Asset Management LLC, as a Lender |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxx | |||
| Xxxxxxxxx X. Xxxxxx | ||||
| Managing Director | ||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| VENTURE III CDO LIMITED By its Investment Advisor, MJX Asset Management LLC, as a Lender |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxx | |||
| Xxxxxxxxx X. Xxxxxx | ||||
| Managing Director | ||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| VENTURE IV CDO LIMITED By its Investment Advisor, MJX Asset Management LLC, as a Lender |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxx | |||
| Xxxxxxxxx X. Xxxxxx | ||||
| Managing Director | ||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| VENTURE IX CDO LIMITED By its Investment Advisor, MJX Asset Management LLC, as a Lender |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxx | |||
| Xxxxxxxxx X. Xxxxxx | ||||
| Managing Director | ||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| VENTURE V CDO LIMITED By its Investment Advisor, MJX Asset Management LLC, as a Lender |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxx | |||
| Xxxxxxxxx X. Xxxxxx | ||||
| Managing Director | ||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| VENTURE VII CDO LIMITED By its Investment Advisor, MJX Asset Management LLC, as a Lender |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxx | |||
| Xxxxxxxxx X. Xxxxxx | ||||
| Managing Director | ||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| VENTURE VIII CDO LIMITED By its Investment Advisor, MJX Asset Management LLC, as a Lender |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxx | |||
| Xxxxxxxxx X. Xxxxxx | ||||
| Managing Director | ||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
| VISTA LEVERAGED INCOME FUND By its Investment Advisor, MJX Asset Management LLC, as a Lender |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxx | |||
| Xxxxxxxxx X. Xxxxxx | ||||
| Managing Director | ||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
|
WHITNEY CLO I, as a Lender |
||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Xxxx X. Xxxxxxxxx | ||||
| Co-President
Xxxxxxxxx Pacific Asset Management LLC |
||||
(Eighth Amendment to Amended and Restated Senior Secured Credit Agreement)
