Fourth Amendment and Restatement to Increasing Rate Note Purchase and Loan Agreement among Wyndham International, Inc. and Lenders

Summary

This agreement, dated May 29, 2003, is a fourth amendment and restatement to the Increasing Rate Note Purchase and Loan Agreement between Wyndham International, Inc. and its lenders, with J.P. Morgan Securities Inc. and others acting as agents. The amendment updates terms related to loan conversions, lender rights, and application of loan proceeds, and incorporates changes from a related credit agreement. It also sets conditions for effectiveness and clarifies the process for future amendments. The agreement is governed by New York law.

EX-10.2 4 dex102.txt AMENDED AND RESTATED INCREASING RATE NOTE LOAN EXHIBIT 10.2 FOURTH AMENDMENT AND RESTATEMENT FOURTH AMENDMENT AND RESTATEMENT (this "Fourth Amendment and Restatement"), dated as of May 29, 2003, among WYNDHAM INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), the Lenders from time to time party to the Increasing Rate Note Purchase and Loan Agreement referred to below (the "Lenders"), J.P. MORGAN SECURITIES INC. ("JP Morgan"), as Lead Arranger and Book Manager, BEAR STEARNS CORPORATE LENDING INC., as Co-Arranger and Syndication Agent and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Syndication Agent (each a "Syndication Agent", together the "Syndication Agents"), and JPMORGAN CHASE BANK (f/k/a The Chase Manhattan Bank), as Administrative Agent (the "Administrative Agent"). All capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the IRL Agreement referred to below as amended hereby, provided that the terms first defined in the Fifth Amendment and Restatement dated as of May 29, 2003 to the Credit Agreement (as defined in the IRL Agreement) (the "Credit Agreement Fifth Amendment") shall have the same meanings when used herein. W I T N E S S E T H: WHEREAS, the Borrower, the Lenders, JP Morgan, the Syndication Agents and the Administrative Agent are parties to an Increasing Rate Note Purchase and Loan Agreement, dated as of June 30, 1999 (as amended, modified or supplemented to, but not including, the date hereof, the "IRL Agreement"); WHEREAS, the parties hereto wish to amend the IRL Agreement as herein provided; and WHEREAS, subject to the terms and conditions of this Fourth Amendment and Restatement, the parties hereto agree as follows: I. Agreements 1. The Lenders hereby (i) acknowledge the changes made to Section 3, 5 and 6 of the Credit Agreement (and to the definitions used therein) by the Credit Agreement Fifth Amendment (including pursuant to Section IV.1(O) therein), which changes are binding upon the Lenders pursuant to Section 9.02(d) of the IRL Agreement, and (ii) agree to the application of Net Cash Proceeds as set forth in the amendment to Section 2.11(f) of the Credit Agreement contained in Section III.1(D) of the Credit Agreement Fifth Amendment for the period ending on the Modified Extension Date and in Section IV.1(J) for the period commencing on the Post-Extension Date. 2. On the Post-Extension Date, the Loans of the Consenting IRL Lenders then outstanding will be converted into Term Loans under the Credit Agreement and continue outstanding as Term Loans II (as more fully provided for in the Credit Agreement Fifth Amendment). Each Consenting IRL Lender will be entitled to the rights and subject to the obligations of a Term Loan Lender under the Credit Agreement with respect to its Term Loans II and shall thereafter cease to be a Lender, and shall have no rights or obligations under the IRL Agreement. 3. The Lenders hereby agree and consent to (x) Section II.1 of the Credit Agreement Fifth Amendment and (y) to all future changes to the Guaranty and Collateral Agreement effected after the Extension Date in accordance with the provisions thereof as modified by such consent. 4. Notwithstanding any other provision of the IRL Agreement, this Fourth Amendment and Restatement or the Credit Agreement Fifth Amendment, no amendment, change or waiver of the definition of "Extension Date" and/or, prior to the Modified Extension Date, to Section 2.11(f) of the Credit Agreement may be made without the consent of Consenting IRL Lenders holding at least 66-2/3% of the Designated IRL Loans at the time of any such amendment, change or waiver (with Consenting IRL Lenders and Designated IRL Loans having the definitions in effect on the Fifth Amendment and Restatement Effective Date). II. Amendments at the Fourth Amendment Effective Date 1. Section 1.01 of the IRL Agreement is amended by adding after the reference to "Agreement," in the first sentence the following: "the terms Designated IRL Loans, Extension Date, Fifth Amendment and Restatement Effective Date and Modified Extension Date shall have the meanings provided in the Credit Agreement as in effect on the Fifth Amendment and Restatement Effective Date and" 2. Section 2.08 of the IRL Agreement is amended by adding a new sentence at the end thereof to read: "Notwithstanding the foregoing, all prepayments of the Loans made on or prior to the Modified Extension Date pursuant to this Section 2.08 will be applied only to Designated IRL Loans, pro rata among same." 3. Section 2.09(a) of the IRL Agreement is amended by adding after the reference therein to "Loans" the phrase "(other than Designated IRL Loans)" and Sections 2.09(b), (c), (d), (e) and (f) of the IRL Agreement are deleted in their entirety, together with all defined terms used therein (directly or indirectly) and not used elsewhere in the IRL Agreement, provided that if the Extension Date has not then occurred, on the Modified Extension Date all of Section 2.09 (and related definitions) shall be reinstated in full in the IRL Agreement. 4. Section 6.08(a) of the IRL Agreement is amended by (i) inserting an "(x)" immediately prior to the reference to "Senior Notes" therein, (ii) deleting the phrase "or Term Loans under the Senior Credit Facilities" immediately after such reference to "Senior Notes" and (iii) inserting after the reference therein to "by the terms thereof" the following: "or (y) prior to the Extension Date, the Term Loans under the Senior Credit Facilities, other than (i) interest payments expressly required by the terms thereof and (ii) as -2- provided in Sections 2.10 and 2.11 of the Credit Agreement as in effect after giving effect to the Fifth Amendment and Restatement Effective Date," 5. Exhibit B is amended by (x) deleting the reference to "(III)," in paragraphs 2 and 8 thereof, (y) inserting after the reference to "VI" in such paragraphs the phrase ", and Sections 3.02, 3.03, 3.04, 3.05, 3.06 and 3.16," and (z) deleting in paragraph 8 thereof the phrase "and in each of the other Loan Documents". III. Miscellaneous 1. In order to induce the undersigned Lenders to enter into this Fourth Amendment and Restatement, the Borrower hereby represents and warrants that (x) no Default or Event of Default exists on the Fourth Amendment Effective Date (as defined below) after giving effect to this Fourth Amendment and Restatement and (y) all of the representations and warranties contained in the IRL Agreement shall be true and correct in all material respects as of the Fourth Amendment Effective Date after giving effect to this Fourth Amendment and Restatement, with the same effect as though such representations and warranties had been made on and as of the Fourth Amendment Effective Date (unless such representations expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date). 2. This Fourth Amendment and Restatement is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the IRL Agreement or any other Loan Document. 3. This Fourth Amendment and Restatement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 4. THIS FOURTH AMENDMENT AND RESTATEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 5. This Fourth Amendment and Restatement shall become effective on the date (the "Fourth Amendment Effective Date") on which the Cut-Off Time occurs if each of the following conditions shall have been satisfied: (i) the Borrower and Lenders holding at least 95% of the Loans shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036, Attention: Daniel M. Ford (facsimile number ###-###-####); (ii) the Credit Agreement Fifth Amendment shall have become effective in accordance with its terms; and -3- (iii) the Borrower shall have paid to the Administrative Agent and the Lenders all reasonable fees, costs and expenses (including, without limitation, reasonable legal fees and expenses thereof) payable to the Administrative Agent and the Lenders to the extent then due, as evidenced by an invoice delivered to the Borrower no less than three Business Days prior to the Fourth Amendment Effective Date. Unless the Administrative Agent has received actual notice from any Lender that the conditions contained in clauses (ii) and/or (iii) above have not been satisfied, upon the satisfaction of the conditions described in clause (i) of the immediately preceding sentence and upon the Administrative Agent's good faith determination that the other conditions described above have been met, the Fourth Amendment Effective Date shall be deemed to have occurred, regardless of any subsequent determination that one or more of the other conditions had not been met (although the occurrence of the Fourth Amendment Effective Date shall not release the Borrower from any liability for failure to satisfy one or more of the other conditions specified above). 6. The Borrower shall pay (x) each Lender which executed and delivered a counterpart of this Fourth Amendment and Restatement on or prior to the Cut-Off Time (a "Consenting Lender") a non-refundable cash fee (the "Amendment Fee") in an amount equal to .125% of the outstanding principal amount of the Loans of such Lender on the Fourth Amendment Effective Date and (y) if the Extension Date occurs, each Consenting Lender a non-refundable cash fee (the "Extension Fee") in an amount equal to .50% of its Loans on the Post-Extension Date (prior to the conversion thereof into Term Loans II), which fees shall be paid by the Borrower to the Administrative Agent for distribution to the Lenders not later than the second Business Day following the Fourth Amendment Effective Date (in the case of the Amendment Fee) or the Post-Extension Date (in the case of the Extension Fee). 7. From and after the Fourth Amendment Effective Date all references in the IRL Agreement and the other Loan Documents to the IRL Agreement shall be deemed to be references to the IRL Agreement as modified hereby. Except as modified hereunder, the terms, provisions and conditions of the IRL Agreement and the other Loan Documents shall continue in full force and effect. * * * * * -4- IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Fourth Amendment and Restatement to be duly executed and delivered as of the date first above written. WYNDHAM INTERNATIONAL, INC., By _____________________________________ Title: JPMORGAN CHASE BANK Individually and as Administrative Agent, By _____________________________________ Title: J.P. MORGAN SECURITIES INC. as Lead Arranger and Book Manager By _____________________________________ Title: 5 NAME OF LENDER: By: __________________________________ Name: Title: [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] 6 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Fourth Amendment and Restatement to be duly executed and delivered as of the date first above written. WYNDHAM INTERNATIONAL, INC., By _________________________________________ Title: Executive Vice President & CFO JPMORGAN CHASE BANK Individually and as Administrative Agent, By /s/ ILLEGIBLE ----------------------------------------- Title: Managing Director J.P. MORGAN SECURITIES INC. as Lead Arranger and Book Manager By /s/ J. Matthew Lyness ----------------------------------------- Title: Mnaging Director J. Matthew Lyness Managing Director NAME OF LENDER: LANDMARK CDO LIMITED By: Aladdin Asset Management, LLC By: /s/ Neil Nay ----------------------------------------- Name: Neil Nay Title: Authorized Signatory 5/28/03 NAME OF LENDER ALLSTATE LIFE INSURANCE COMPANY By: /s/ Illegible ----------------------------------------- Name: Title By: /s/ Illegible ----------------------------------------- [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -7- NAME OF LENDER: Centurion CDO II, Ltd. By: American Express Asset Management Group, Inc. as Collateral Manager By: /s/ Leanne Stavrakis ----------------------------------------- Name: Leanne Stavrakis Title: Director - Operations NAME OF LENDER: Centurion CDO III, Ltd. By: American Express Asset Management Group, Inc as Collateral Manager By: /s/ Leanne Stawvakis ----------------------------------------- Name: Leanne Stavrakis Title: Director - Operations NAME OF LENDER: Morgan Stanley Senior Financing, Inc. By: /s/ Daniel Allen ----------------------------------------- Name: Daniel Allen Title: Vice President KZH CYPRESSTREE-I LLC By: /s/ Dorian Herrera ----------------------------------------- Name: DORIAN HERRERA Title: AUTHORIZED AGENT [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -8- NAME Of LENDER: AMMC (DO II, LIMITED By: American Money Management Corp., as Collateral Manager By: /s/ David P. Meyer ----------------------------------------- Name: David P. Meyer Title: Vice President NAME OF LENDER: NORTHWOODS CAPITAL II, LIMITED By: Angelo, Gordon & Co., L.P., as Collateral Manager By: /s/ John W. Fraser ----------------------------------------- Name: John W. Fraser Title: Managing Director NAME OF LENDER: By: _________________________________________ Name: Title: ARES III CLO Ltd. By: ARES CLO Management, LLC By: /s/ Jeff Moore ----------------------------------------- Name: JEFF MOORE Title: VICE PRESIDENT Ares IV CLO Ltd. By: Ares CLO Management IV, L.P., Investment Manager By: Ares CLO GP IV, LLC, Its Managing Member By: /s/ Jeff Moore ----------------------------------------- Name: JEFF MOORE Title: VICE PRESIDENT [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -9- NAME OF LENDER: THE BANK OF NOVA SCOTIA By: /s/ M. Van Otterloo ----------------------------------------- Name: M. VAN OTTERLOO Title: MANAGING DIRECTOR VENTURE CDO 2002, LIMITED By its investment advisor, Barclays Capital Asset Management Limited, By its sub-advisor, Barclays Bank PLC, New York Branch By: /s/ Michael G. Regan ----------------------------------------- Name: Michael G. Regan Title: Director VENTURE II CDO 2002, LIMITED By its investment advisor, Barclays Bank PLC, New York Branch By: /s/ Michael G. Regan ----------------------------------------- Name: Michael G. Regan Title: Director BEAR STEARNS INVESTMENT PRODUCTS INC. By: /s/ Victor Bulzacchelli ----------------------------------------- Name: VICTOR BULZACCHELLI Title: AUTHORIZED AGENT Gallatin Funding I Ltd. By: Bear Stearns Asset Management Inc. as its Collateral Manager By: /s/ Justin Driscoll ----------------------------------------- Name: Justin Driscoll Title: Managing Director [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -10- MAGNETITE ASSET INVESTORS, LLC MAGNETITE CBO II, LIMITED MAGNETITE ASSET INVESTORS III, LLC MAGNETITE IV CLO, LIMITED TITANIUM CBO 1, LIMITED SENIOR LOAN FUND OBSIDIAN ON-SHORE FUND OBSIDIAN OFF-SHORE FUND By: /s/ Mark Williams ----------------------------------------- Name: Mark Williams Title: Managing Director NAME OF LENDER: Canpartners Investments IV LLC By: /s/ Joshua S. Friedman ----------------------------------------- Name: Joshua S. Friedman Title: Authorized Signatory [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -11- Carlyle High Yield Partners, L.P. NAME OF LENDER: By: /s/ Linda Pace ----------------------------------------- Name: LINDA PACE Title: PRINCIPAL Carlyle High Yield Partners II, Ltd. NAME OF LENDER: By: /s/ Linda Pace ----------------------------------------- Name: LINDA PACE Title: PRINCIPAL Carlyle High Yield Partners III, Ltd. NAME OF LENDER: By: /s/ Linda Pace ----------------------------------------- Name: LINDA PACE Title: PRINCIPAL Carlyle High Yield Partners IV, Ltd. NAME OF LENDER: By: /s/ Linda Pace ----------------------------------------- Name: LINDA PACE Title: PRINCIPAL NAME OF LENDER: SIERRA CLOI, LTD By: /s/ John M. Casparian ----------------------------------------- Name: John M. Casparian Title: Chief Operating Officer, Center Pacific LLP (Manager) [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -12- TYLER TRADING, INC. By /s/ Illegible ----------------------------------------- PRESIDENT AURUM CLO 2002-1 LTD. NAME OF LENDER: By: Columbia Management Advisors, Inc. (f/k/a Stein Roe & Farnham Incorporated), As Investment Manager By: /s/ Kathleen A. Zam ----------------------------------------- Name: Kathleen A. Zam Title: Senior Vice President LIBERTY FLOATING RATE ADVANTAGE FUND NAME OF LENDER: By: Columbia Management Advisors, Inc. (f/k/a Stein Roe & Farnham Incorporated), As Advisor By: /s/ Kathleen A. Zam ----------------------------------------- Name: Kathleen A. Zam Title: Senior Vice President SRF 2000 LLC By: /s/ Diana M. Himes ----------------------------------------- Name: DIANA M. HIMES Title: ASSISTANT VICE PRESIDENT WINGED FOOT FUDNING TRUST By: /s/ Diana M. Himes ----------------------------------------- Name: DIANA M. HIMES Title: AUTHORIZED AGENT [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -13- NAME OF LENDER By: /s/ Rick Rohrboch ----------------------------------------- Name: Rick Rohrboch Title: Senior Vice President CREDIT SUISSE FIRST BOSTON By: /s/ Robert Healey ----------------------------------------- Name: Robert Healey Title: Director /s/ Leigh Dworkin ----------------------------------------- LEIGH DWORKIN ASSISTANT VICE PRESIDENT DEUTSCHE BANK TRUST COMPANY AMERICAS: By: /s/ George R. Reynolds ----------------------------------------- Name: George R. Reynolds Title: Vice President TRYON CLO LTD. 2000-I By: David L. Babson & Company Inc. as Collateral Manager By: /s/ John B. Wheeler ----------------------------------------- Name: John B. Wheeler Title: Managing Director ELC (CAYMAN) LTD. CDO SERIES 1999-I By: David L. Babson & Company Inc. as Collateral Manager By: /s/ John B. Wheeler ----------------------------------------- Name: John B. Wheeler Title: Managing Director [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -14- ELC (CAYMAN) LTD. 1999-III By: David L. Babson & Company Inc. as Collateral Manager By: /s/ John B. Wheeler ----------------------------------------- Name: John B. Wheeler Title: Managing Director C.M. LIFE INSURANCE COMPANY By: David L. Babson & Company Inc. as Investment Sub-Adviser By: /s/ John W. Stelwagon ----------------------------------------- Name: John W. Stelwagon, CFA Title: Managing Director SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor By: /s/ Payson F. Swaffield ----------------------------------------- Name: PAYSON F. SWAFFIELD Title: VICE PRESIDENT BALLYROCK CDO I Limited By: BALLYROCK Investment Advisors LLC, as Collateral Manager By: /s/ Lisa Rymut ----------------------------------------- Name: Lisa Rymut Title: Assistant Treasurer NAME OF LENDER: FLEET NATIONAL BANK By: /s/ Amy S. Cioci ----------------------------------------- Name: Amy S. Cioci Title: Authorized Officer [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -15- Franklin Floating Rate Master Series NAME OF LENDER: By: /s/ Richard D'Addario ----------------------------------------- Name: Richard D'Addario Title: Vice President Franklin Floating Rate Trust NAME OF LENDER: By: /s/ Richard D'Addario ----------------------------------------- Name: Richard D'Addario Title: Vice President FRANKLIN FLOATING RATE DAILY ACCESS FUND NAME OF LENDER: By: /s/ Richard D'Addario ----------------------------------------- Name: Richard D'Addario Title: Vice President Franklin CLO II, Limited NAME OF LENDER: By: /s/ Richard D'Addario ----------------------------------------- Name: Richard D'Addario Title: Senior Vice President NAME OF LENDER: Pacifica Partners I L.P By Imperial Credit Asset Management as its Investment Manager By: /s/ Dean K. Kawai ----------------------------------------- Name: DEAN K. KAWAI Title: Vice President [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -16- INDOSUEZ CAPITAL FUNDING IIA, LIMITED By: Indosuez Capital as Portfolio Advisor By: /s/ Jack C. Henry ----------------------------------------- Name: Jack C. Henry Title: Principal INDOSUEZ CAPITAL FUNDING III, LIMITED By: Indosuez Capital as Portfolio Advisor By: /s/ Jack C. Henry ----------------------------------------- Name: Jack C. Henry Title: Principal INDOSUEZ CAPITAL FUNDING VI, LIMITED By: Indosuez Capital as Collateral Manager By: /s/ Jack C. Henry ----------------------------------------- Name: Jack C. Henry Title: Principal [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -17- ARCHIMEDES FUNDING, LLC. BY: ING Capital Advisors LLC, as Collateral Manager BY: /s/ Jane Musser Nelson ----------------------------------------- Name: Jane Musser Nelson Title: Managing Director ARCHIMEDES FUNDING II, LTD. BY: ING Capital Advisors LLC, as Collateral Manager BY: /s/ Jane Musser Nelson ----------------------------------------- Name: Jane Musser Nelson Title: Managing Director ARCHIMEDES FUNDING III, LTD. BY: ING Capital Advisors LLC, as Collateral Manager BY: /s/ Jane Musser Nelson ----------------------------------------- Name: Jane Musser Nelson Title: Managing Director ARCHIMEDES FUNDING IV (CAYMAN), LTD. BY: ING Capital Advisors LLC, as Collateral Manager BY: /s/ Jane Musser Nelson ----------------------------------------- Name: Jane Musser Nelson Title: Managing Director [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -18- NEMEAN CLO, LTD. BY: ING Capital Advisors LLC, as Investment Manager BY: /s/ Jane Musser Nelson ----------------------------------------- Name: Jane Musser Nelson Title: Managing Director COPERNICUS CDO EURO-I B.V. BY. ING Capital Advisors LLC, as Collateral Manager BY: /s/ Jane Musser Nelson ----------------------------------------- Name: Jane Musser Nelson Title: Managing Director ORYX CLO, LTD. BY: ING Capital Advisors LLC, as Collateral Manager BY: /s/ Jane Musser Nelson ----------------------------------------- Name: Jane Musser Nelson Title: Managing Director [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -19- ING PRIME RATE TRUST By: ING Investments, LLC as its investment manager By: /s/ Jason Groom ----------------------------------------- Name: JASON GROOM Title: VICE PRESIDENT ING SENIOR INCOME FUND By: ING Investments, LLC as its investment manager By: /s/ Jason Groom ----------------------------------------- Name: JASON GROOM Title: VICE PRESIDENT [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -20- AERIES FINANCE-II LTD. By: INVESCO Senior Secured Management, Inc. As Sub-Managing Agent By: /s/ Anne M. McCarthy ----------------------------------------- Name: Anne M. McCarthy Title: Authorized Signatory AMARA-I FINANCE, LTD. By: INVESCO Senior Secured Management, Inc. As Financial Manager By: /s/ Anne M. McCarthy ----------------------------------------- Name: Anne M. McCarthy Title: Authorized Signatory AMARA 2 FINANCE, LTD. By: INVESCO Senior Secured Management, Inc. As Financial Manager By: /s/ Anne M. McCarthy ----------------------------------------- Name: Anne M. McCarthy Title: Authorized Signatory AIM FLOATING RATE FUND By: INVESCO Senior Secured Management, Inc. As Attorney in fact By: /s/ Anne M. McCarthy ----------------------------------------- Name: Anne M. McCarthy Title: Authorized Signatory AVALON CAPITAL LTD. By: INVESCO Senior Secured Managcmcnt, Inc. As Portfolio Advisor By: /s/ Anne M. McCarthy ----------------------------------------- Name: Anne M. McCarthy Title: Authorized Signatory [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -21- AVALON CAPITAL LTD. 2 By: INVESCO Senior Secured Management, Inc. As Portfolio Advisor By: /s/ Anne M. McCarthy ----------------------------------------- Name: Anne M. McCarthy Title: Authorized Signatory CERES II FINANCE LTD. By: INVESCO Senior Secured Management, Inc. As Sub-Managing Agent (Financial) By: /s/ Anne M. McCarthy ----------------------------------------- Name: Anne M. McCarthy Title: Authorized Signatory DIVERSIFIED CREDIT PORTFOLIO LTD. By: INVESCO Senior Secured Management, Inc. as Investment Adviser By: /s/ Anne M. McCarthy ----------------------------------------- Name: Anne M. McCarthy Title: Authorized Signatory SEQUILS-LIBERTY, LTD. By: INVESCO Senior Secured Management, Inc. As Collateral Manager By: /s/ Anne M. McCarthy ----------------------------------------- Name: Anne M. McCarthy Title: Authorized Signatory SARATOGA CLO I, LIMITED By: INVESCO Senior Secured Management, Inc. As Asset Manager By: /s/ Anne M. McCarthy ----------------------------------------- Name: Anne M. McCarthy Title: Authorized Signatory [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -22- TRITON CBO III, LIMITED By: INVESCO Senior Secured Management, Inc. As Investment Advisor By: /s/ Anne M. McCarthy ----------------------------------------- Name: Anne M. McCarthy Title: Authorized Signatory NAME OF LENDER: KATONAH I, LTD. By: /s/ Ralph Della Rocca ----------------------------------------- Name: RALPH DELLA ROCCA Title: Authorized Officer Katonah Capital, L.L.C. As Manager NAME OF LENDER: SENIOR HIGH INCOME PORTFOLIO, INC. By: /s/ Joseph Matteo ----------------------------------------- Joseph Matteo Authorized Signatory NAME OF LENDER: Longhorn CDO (Cayman) LTD By: Merrill Lynch Investment Managers, L.P. as Investment Advisor By: /s/ Joseph Matteo ----------------------------------------- Joseph Matteo Authorized Signatory NAME OF LENDER: DEBT STRATEGIES FUND, INC. By: /s/ Joseph Matteo ----------------------------------------- Joseph Matteo Authorized Signatory NAME OF LENDER: Merrill Lynch Global Investment Series: Income Strategies Portfolio By: Merrill Lynch Investment Managers, L.P. as Investment Advisor By: /s/ Joseph Matteo ----------------------------------------- Joseph Matteo Authorized Signatory [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -23- NAME OF LENDER: MASTER SENIOR FLOATING RATE TRUST By: /s/ Joseph Matteo ----------------------------------------- Joseph Matteo Authorized Signatory NAME OF LENDER: Morgan Stanley Prime Income Trust By: /s/ Sheila A. Finnerty ----------------------------------------- Name: Sheila A. Finnerty Title: Executive Director NAME OF LENDER: By: _________________________________________ Name: Title: OAK HILL CREDIT PARTNERS I, LIMITED By: Oak Hill CLO Management, LLC as Investement Manager By: /s/ Scott D. Krase ----------------------------------------- Name: SCOTT D. KRASE Title: Authorized Signatory NAME OF LENDER: By: _________________________________________ Name: Title: OAK HILL SECURITIES FUND II, L.P. By: Oak Hill Securities GenPar II, L.P. its General Partner By: Oak Hill Securities MGP II, Inc., its General Partner By: /s/ Scott D. Krase ----------------------------------------- Name: SCOTT D. KRASE Title: Authorized Signatory [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -24- NAME OF LENDER: By: _________________________________________ Name: Title: OAK HILL SECURITIES FUND, L.P. By: Oak Hill Securities GenPar, L.P. Its General Partner By: Oak Hill Securities MGP, Inc., Its General Partner By: /s/ Scott D. Krase ----------------------------------------- Name: SCOTT D. KRASE Title: Authorized Signatory NAME OF LENDER: OCTAGON INVESTMENT PARTNERS III, LTD. By: Octagon Credit Investors, LLC as Portfolio Manager By: /s/ Andrew D. Gordon ----------------------------------------- Name: Andrew D. Gordon Title: Portfolio Manager NAME OF LENDER: OCTAGON INVESTMENT PARTNERS IV, LTD. By: Octagon Credit Investors, LLC as collateral manager By: /s/ Andrew D. Gordon ----------------------------------------- Name: Andrew D. Gordon Title: Portfolio Manager Dryden III - Leveraged Loan CDO 2002 By: Prudential Investment Management, Inc., as Collateral Manager By: /s/ B. Ross Smead ----------------------------------------- Name: B. Ross Smead Title: Vice President Dryden Leveraged Loan CDO 2002-II By: Prudential Investment Management, Inc., as Collateral Manager By: /s/ B. Ross Smead ----------------------------------------- Name: B. Ross Smead Title: Vice President [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -25- Dryden High Yield CDO 2001-I By: Prudential Investment Management, Inc., as Collateral Manager By: /s/ B. Ross Smead ----------------------------------------- Name: B. Ross Smead Title: Vice President SunAmerica Life Insurance Company By: /s/ Steven S. Oh ----------------------------------------- Name: Steven S. Oh Title: Authorized Agent Sankaty Credit Opportunities L.P. By: /s/ Diane J. Exter ----------------------------------------- Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER Sankaty High Yield Asset Partners, L.P. By: /s/ Diane J. Exter ----------------------------------------- Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -26- NAME OF LENDER: By: /s/ Illegible ----------------------------------------- Name: Title: Stanfield/RMF Transatlantic CDO Ltd. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher E. Jansen ----------------------------------------- Name: Christopher E. Jansen Title: Managing Partner Stanfield Quattro CLO, Ltd. By: Stanfield Capital Partners LLC As its Collateral Manager By: /s/ Christopher E. Jansen ----------------------------------------- Name: Christopher E. Jansen Title: Managing Partner Windsor Loan Funding, Limited By: Stanfield Capital Partners LLC as its Investment Manager By: /s/ Christopher E. Jansen ----------------------------------------- Name: Christopher E. Jansen Title: Managing Partner Stanfield CLO Ltd. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher E. Jansen ----------------------------------------- Name: Christopher E. Jansen Title: Managing Partner [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -27- SunAmerica Senior Floating Rate Fund Inc. By: Stanfield Capita! Partners LLC as subadvisor By: /s/ Christopher E. Jansen ----------------------------------------- Name: Christopher E. Jansen Title: Managing Partner Stanfield Arbitrage CDO Ltd. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher E. Jansen ----------------------------------------- Name: Christopher E. Jansen Title: Managing Partner Hamilton CDO, Ltd. By: Stanfield Capital Partners LLC As its Collateral Manager By: /s/ Christopher E. Jansen ----------------------------------------- Name: Christopher E. Jansen Title: Managing Partner Axis/SRS Limited By; Stanfield Capital Partners LLC As its Sub-Manager By: /s/ Christopher E. Jansen ----------------------------------------- Name: Christopher E. Jansen Title: Managing Partner SRS Strategies (Cayman) LP By: Stanfield Capital Partners LLC as it's Investment Manager By: /s/ Christopher E. Jansen ----------------------------------------- Name: Christopher E. Jansen Title: Managing Partner [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -28- NAME OP LENDER: Nuveen Senior Income Fund By: /s/ Lenny Mason ----------------------------------------- Name: Lenny Mason Title: Portfolio Manager KZH CRESCENT-3 LLC By: /s/ Dorian Herrera ----------------------------------------- Name: DORIAN HERRERA Title: AUTHORIZED AGENT KZH CRESCENT-2 LLC By: /s/ Dorian Herrera ----------------------------------------- Name: DORIAN HERRERA Title: AUTHORIZED AGENT KZH CRESCENT LLC By: /s/ Dorian Herrera ----------------------------------------- Name: DORIAN HERRERA Title: AUTHORIZED AGENT [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -29- SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT SEQUILS I, LTD. By: TCW Advisors, Inc. as its Collateral Manager By: /s/ Richard F. Kurth ----------------------------------------- Name: RICHARD F. KURTH Title: SENIOR VICE PRESIDENT By: /s/ Jonathan R. Insull ----------------------------------------- Name: JONATHAN R. INSULL Title: MANAGING DIRECTOR SEQUILS IV, LTD. By: TCW Advisors, Inc. as its Collateral Manager By: /s/ Richard F. Kurth ----------------------------------------- Name: RICHARD F. KURTH Title: SENIOR VICE PRESIDENT By: /s/ Jonathan R. Insull ----------------------------------------- Name: JONATHAN R. INSULL Title: MANAGING DIRECTOR TCW SELECT LOAN FUND, LIMITED By: TCW Advisors, Inc. as its Collateral Manager By: /s/ Richard F. Kurth ----------------------------------------- Name: RICHARD F. KURTH Title: SENIOR VICE PRESIDENT By: /s/ Jonathan R. Insull ----------------------------------------- Name: JONATHAN R. INSULL Title: MANAGING DIRECTOR [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -30- SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT CRESCENT/MACH I PARTNERS, L.P. By: TCW Asset Management Company Its Investment Manager By: /s/ Richard F. Kurth ----------------------------------------- Name: RICHARD F. KURTH Title: SENIOR VICE PRESIDENT By: /s/ Jonathan R. Insull ----------------------------------------- Name: JONATHAN R. INSULL Title: MANAGING DIRECTOR EASTMAN HILL FUNDING I, LIMITED By: TCW Asset Management Company, as its Collateral Manager By: /s/ Illegible ----------------------------------------- Name: Illegible Title: Illegible TCW Leveraged Income Trust II, L.P. By: TCW Advisers (Bermuda), Ltd., as General Partner By: /s/ Richard F. Kurth ----------------------------------------- Name: RICHARD F. KURTH Title: SENIOR VICE PRESIDENT By: TCW Investment Management Company, as Investment Adviser By: /s/ Jonathan R. Insull ----------------------------------------- Name: JONATHAN R. INSULL Title: MANAGING DIRECTOR [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -31- SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT TCW LEVERAGED INCOME TRUST IV, L.P. By: TCW (LINC IV), L.L.C., as General Partner By: TCW ASSET MANAGEMENT COMPANY, as managing member of the General Partner By: /s/ Richard F. Kurth ----------------------------------------- Name: RICHARD F. KURTH Title: SENIOR VICE PRESIDENT By: /s/ Illegible ----------------------------------------- Name: Illegible Title: Illegible CARAVELLE INVESTMENT FUND, L.L.C. By Trimaran Advisors, L.L.C. By: /s/ David M. Millison ----------------------------------------- Name: David M. Millison Title: Managing Director UBS AG, Stamford Branch By: UBS Warburg LLG, as agent By: /s/ Jennifer L. Poccia ----------------------------------------- Name: Jennifer L. Poccia Title: Associate Director Banking Products Services US /s/ Anthony N. Joseph ----------------------------------------- Anthony N. Joseph Associate Director Banking Products Services, US VAN KAMPEN SENIOR FLOATING RATE FUND By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce ----------------------------------------- Name: DARVIN D. PIERCE Title: EXECUTIVE DIRECTOR [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -32- VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Christina Jamieson ----------------------------------------- Name: CHRISTINA JAMIESON Title: VICE PRESIDENT VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Brad Langs ----------------------------------------- Name: BRAD LANGS Title: EXECUTIVE DIRECTOR SAWGRASS TRADING LLC By: /s/ Diana M. Himes ----------------------------------------- Name: DIANA M. HIMES Title: ASSISTANT VICE PRESIDENT [SIGNATURE PAGE TO THE FOURTH AMENDMENT AND RESTATEMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] -33-