THIRD AMENDMENT
Exhibit 10.2
THIRD AMENDMENT
THIRD AMENDMENT (this “Third Amendment”), dated as of March 4, 2003, among WYNDHAM INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time party to the Increasing Rate Note Purchase and Loan Agreement referred to below (the “Lenders”), J.P. MORGAN SECURITIES INC. (f/k/a Chase 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 (f/k/a Bankers Trust Company), as Syndication Agent (each a “Syndication Agent”, together the “Syndication Agents”), and JPMORGAN CHASE BANK, as Administrative Agent (the “Administrative Agent”). All capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the IRL Agreement referred to below as amended hereby, provided that the terms first defined in the Fourth Amendment dated as of March 4, 2003 to the Credit Agreement (as defined in the IRL Agreement) (the “Credit Agreement Fourth Amendment”) shall have the same meanings when used herein.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, 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 Third Amendment, the parties hereto agree as follows:
| I. | Agreements |
1. The Lenders hereby acknowledge the changes made to Section 5 and 7 of the Credit Agreement (and to the definitions used therein) by the Credit Agreement Fourth Amendment, which changes are binding upon the Lenders pursuant to Section 9.02(d) of the IRL Agreement.
2. The Lenders hereby agree and consent to Section I.1 of the Credit Agreement Fourth Amendment.
| II. | Amendments |
1. Section 7.05 of the IRL Agreement is amended by changing all the references therein to “Subsidiaries” to read “Non-Excluded Subsidiaries (as defined in the Credit Agreement as in effect on the Fourth Amendment Effective Date)”.
| III. | Consents and Waiver |
1. The Lenders hereby acknowledge that all of the consents, waivers and authorizations granted by Section III of the Credit Agreement Fourth Amendment constitute changes to or waivers of, the provisions contained in Sections 3, 5, 6 and/or 7 of the Credit Agreement and thus are binding on all Lenders as provided in Section 9.02(d) of the IRL Agreement and the Lenders hereby grant all authorizations set forth in said Section.
| IV. | Miscellaneous |
1. In order to induce the undersigned Lenders to enter into this Third Amendment, the Borrower hereby represents and warrants that (x) no Default or Event of Default exists on the Third Amendment Effective Date (as defined below) after giving effect to this Third Amendment and (y) all of the representations and warranties contained in the IRL Agreement shall be true and correct in all material respects as of the Third Amendment Effective Date after giving effect to this Third Amendment, with the same effect as though such representations and warranties had been made on and as of the Third Amendment Effective Date (unless such representations expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date).
2. This Third Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the IRL Agreement or any other Loan Document.
3. This Third Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.
4. THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
5. This Third Amendment shall become effective on the date (the “Third Amendment Effective Date”) on which (i) the Borrower and Lenders constituting the Required Obligees shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) same to the Administrative Agent at White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036, Attention: Daniel M. Ford (facsimile number ###-###-####); and (ii) the Credit Agreement Fourth Amendment shall have become effective in accordance with its terms;
Unless the Administrative Agent has received actual notice from any Lender that the conditions contained in clause (ii) above have not been satisfied, upon the satisfaction of the condition described in clause (i) of the immediately preceding sentence and upon the Administrative Agent’s good faith determination that the other conditions described above have been met, the Third Amendment Effective Date shall be deemed to have occurred, regardless of
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any subsequent determination that one or more of the other conditions had not been met (although the occurrence of the Third Amendment Effective Date shall not release the Borrower from any liability for failure to satisfy one or more of the other conditions specified above).
6. The Borrower shall pay to each Lender which executed and delivered a counterpart of this Third Amendment on or prior to 5:00 p.m. (New York time) on Tuesday, March 4, 2003 a non-refundable cash fee (the “Amendment Fee”) in an amount equal to .125% of the outstanding principal amount of the Loans of such Lender determined as of the Third Amendment Effective Date.
7. From and after the Third Amendment Effective Date all references in the IRL Agreement and the other Loan Documents to the IRL Agreement shall be deemed to be references to the IRL Agreement as modified hereby. Except as modified hereunder, the terms, provisions and conditions of the IRL Agreement and the other Loan Documents shall continue in full force and effect.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Third Amendment to be duly executed and delivered as of the date first above written.
| WYNDHAM INTERNATIONAL, INC., | ||
| By | /s/ Rick Smith | |
| Title: Executive Vice President | ||
| JPMORGAN CHASE BANK Individually and as Administrative Agent, | ||
| By | /s/ John McDonagh | |
| Title: John McDonagh Managing Director | ||
| J.P. MORGAN SECURITIES INC. as Lead Arranger and Book Manager | ||
| By | /s/ J. Matthew Lyness | |
| Title: J. MATTHEW LYNESS Managing Director | ||
NAME OF LENDER: Franklin Floating Rate Trust By: /s/ David Ardini --------------------------------- Name: David Ardini Title: NAME OF LENDER: Pacifica Partners Ltd. By: Imperial Credit Asset Management as Investment Manager By: /s/ Dean K. Kawai --------------------------------- Name: DEAN K. KAWAI Title: Vice President INDOSUEZ CAPITAL FUNDING IIA, LIMITED By: Indosuez Capital as Portfolio Advisor By: /s/ Charles Kobayashi --------------------------------- Name: Charles Kobayashi Title: Principal and Portfolio Manager INDOSUEZ CAPITAL FUNDING III, LIMITED By: Indosuez Capital as Portfolio Advisor By: /s/ Charles Kobayashi --------------------------------- Name: Charles Kobayashi Title: Principal and Portfolio Manager INDOSUEZ CAPITAL FUNDING VI, LIMITED By: Indosuez Capital as Collateral Manager By: /s/ Charles Kobayashi --------------------------------- Name: Charles Kobayashi Title: Principal and Portfolio Manager
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 IRL Signature Pages ARCHIMEDES FUNDING, LLC. By: INC Capital Advisors LLC, as Collateral Manager By: /s/ Jane Musser Nelson --------------------------------- Name: Jane Musser Nelson Title: Managing Director NEMEAN CLO, LTD. By: ING Capital Advisors LLC, as Investment 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 ARCHIMEDES FUNDING II, LTD. BY: ING Capital Advisors LLC, as Collateral Manager By: /s/ Jane Musser Nelson --------------------------------- Name: Jane Musser Nelson Title: Managing Director
IRL (con't.) ORYX CLO, LTD. BY: ING Capital Advisors LLC, as Collateral 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 Master Senior Floating Rate Trust By: /s/ Daniel Luchansky --------------------------------- Name: Daniel Luchansky Title: Authorized Signatory Debt Strategies Fund, Inc. By: /s/ Daniel Luchansky --------------------------------- Name: Daniel Luchansky Title: Authorized Signatory Merrill Lynch Global Investment Series: Income Strategies Portfolio By: Merrill Lynch Investment Managers, L.P., As Investment Advisor By: /s/ Daniel Luchansky --------------------------------- Name: Daniel Luchansky Title: Authorized Signatory Longhorn CDO (Cayman) LTD By: Merrill Lynch Investment Managers, L.P. As Investment Advisor By: /s/ Daniel Luchansky --------------------------------- Name: Daniel Luchansky Title: Authorized Signatory
Senior High Income Portfolio, Inc. By: /s/ Daniel Luchansky --------------------------------- Name: Daniel Luchansky Title: Authorized Signatory NAME OF LENDER: Morgan Stanley Prime Income Trust By: /s/ Peter Gewirtz --------------------------------- Name: Peter Gewirtz Title: Vice President NAME OF LENDER: Nomura Bond and Loan Fund By: /s/ Elizabeth MacLean --------------------------------- Name: Elizabeth MacLean Title: Vice President By: UFJ Trust Company of New York as Trustee By: Nomura Corporate Research and Asset Management Inc. Attorney in Fact NAME OF LENDER: Clydesdale CBO I Ltd. By: /s/ Elizabeth MacLean --------------------------------- Name: Elizabeth MacLean Title: Vice President NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT ADVISER
NAME OF LENDER: Clydesdale CLO 2001-I Ltd. By: /s/ Elizabeth MacLean --------------------------------- Name: Elizabeth MacLean Title: Vice President NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS COLLATERAL MANAGER NAME OF LENDER: Battery Park CDO, Ltd. By: /s/ Elizabeth MacLean --------------------------------- Name: Elizabeth MacLean Title: Vice President NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT ADVISER NAME OF LENDER: By: /s/ --------------------------------- Name: Title: OAK HILL SECURITIES FUND, L.P. By: Oak Hill Securities GenPar, L.P. its General Partner By: Oak Hill Securities MGP, Inc., its General Partner By: /s/ Scott D. Krase --------------------------------- Name: SCOTT D. KRASE Title: Authorised Signatory
NAME OF LENDER: By: /s/ --------------------------------- Name: Title: OAK HILL SECURITIES FUND II, L.P. By: Oak Hill Securities GenPar II, L.P. its General Partner By: Oak Hill Securities MGP II, Inc., its General Partner By: /s/ Scott D. Krase --------------------------------- Name: SCOTT D. KRASE Title: Authorised Signatory NAME OF LENDER: By: /s/ --------------------------------- Name: Title: OAK HILL CREDIT PARTNERS I, LIMITED By: [ILLEGIBLE] its Investment Manager By: /s/ Scott D. Krase --------------------------------- Name: SCOTT D. KRASE Title: Authorised 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
NAME OF LENDER: 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 NAME OF LENDER: 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 NAME OF LENDER: Dryden III Leveraged Loan CDO 2000-I By: Prudential Investment Management, Inc., as Collateral Manager By: /s/ B Ross Smead --------------------------------- Name: B Ross Smead Title: Vice President Sankaty High Yield Asset Partners, L.P. By: /s/ Diane J. Exter --------------------------------- Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER Sankaty Credit Opportunities, L.P. By: /s/ Diane J. Exter --------------------------------- Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER NAME OF LENDER: Societe Generate By: /s/ Carina T. Huynh --------------------------------- Name: Carina T. Huynh Title: Vice President Stanfield Quattro CLO, Ltd. By: Stanfield Capital Partners LLC As its Collateral Manager By: /s/ Christopher Pucillo --------------------------------- Name: Christopher Pucillo Title: Partner Stanfield/RMF Transatlantic CDO Ltd. By: Stanfield Capital Partners LLC as its Collateral Manager By: /s/ Christopher Pucillo --------------------------------- Name: Christopher Pucillo Title: Partner
Windsor Loan Funding, Limited By: Stanfield Capital Parters LLC as its Investment Manager By: /s/ Christopher Pucillo --------------------------------- Name: Christopher Pucillo Title: Partner Caravelle Investment Fund, L.L.C By: Trimaran Advisors, L.L.C. By: /s/ David M. Millison --------------------------------- Name: David M. Millison Title: Managing Director SAWGRASS TRADING LLC By: /s/ Diana L. Mushill --------------------------------- Name: DIANA L. MUSHILL Title: ASST. VICE PRESIDENT UBS AG, STAMFORD BRANCH By: /s/ Anthony N. Joseph ------------------------------------ Name: Anthony N. Joseph Title: Associate Director Banking Products Services, US By: /s/ Jennifer L. Poccia ------------------------------------ Name: Jennifer L. Poccia Title: Associate Director Banking Products Services, US VAN KAMPEN SENIOR FLOATING RATE FUND By: Van Kampen Investment Advisory Corp. By: /s/ Christina Jamieson ------------------------------------- Name: CHRISTINA JAMIESON Title: VICE PRESIDENT
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/ Christina Jamieson ------------------------------------- Name: CHRISTINA JAMIESON Title: VICE PRESIDENT
EASTMAN HILL FUNDING I, LIMITED By: TCW Asset Management Company, as its Collateral Manager By: /s/ Mark L. Gold ------------------------------------- Name: MARK L. GOLD Title: MANAGING DIRECTOR TCW Leveraged Income Trust II, L.P. By: TCW Adviers (Bermuda), Ltd., as General Partner By: /s/ Mark L. Gold ----------------------------------- Name: Mark L. Gold Title: Managing Director By: TCW Investment Management Company, as Investment Adviser By: /s/ Jonathan R. Insull ----------------------------------- Name: JONATHAN R. INSULL Title: MANAGING DIRECTOR 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/ Mark L. Gold ------------------------------------------ Name: Mark L. Gold Title: Managing Director 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/ Mark L. Gold --------------------------------- Name: MARK L. GOLD Title: MANAGING DIRECTOR 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/ Mark L. Gold --------------------------------- Name: MARK L. GOLD Title: MANAGING DIRECTOR By: /s/ Jonathan R. Insull --------------------------------- Name: JONATHAN R. INSULL Title: MANAGING DIRECTOR SEQUILS I, LTD. By: TCW Advisors, Inc. as its Collateral Manager By: /s/ Mark L. Gold --------------------------------- Name: MARK L. GOLD Title: MANAGING DIRECTOR By: /s/ Jonathan R. Insull --------------------------------- Name: JONATHAN R. INSULL Title: MANAGING DIRECTOR
TYLER TRADING, INC. By: /s/ Ned R. Rosario --------------------------------- Name: NED R. ROSARIO Title: PRESIDENT WINGED FOOT FUNDING TRUST By: /s/ Diana L. Mushill --------------------------------- Name: DIANA L. MUSHILL Title: AUTHORIZED AGENT SRF 2000 LLC By: /s/ Diana L. Mushill --------------------------------- Name: DIANA L. MUSHILL Title: ASST. VICE PRESIDENT NAME OF LEADER: Sun America Life Insurance Company By: /s/ [ILLEGIBLE SIGNATURE] --------------------------------- Name: Title:
KZH CYPRESSTREE-1 LLC By: /s/ Dorian Herrera --------------------------------- Name: DORIAN HERRERA Title: AUTHORIZED AGENT KZH CRESCENT 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-3 LLC By: /s/ Dorian Herrera --------------------------------- Name: DORIAN HERRERA Title: AUTHORIZED AGENT KZH SOLEIL-2 LLC By: /s/ Dorian Herrera --------------------------------- Name: DORIAN HERRERA Title: AUTHORIZED AGENT
LONG LANE MASTER TRUST IV By: Fleet National Bank as Trust Administrator By: /s/ Kevin Kearns --------------------------------- Name: KEVIN KEARNS Title: MANAGING DIRECTOR ING SENIOR INCOME FUND By: ING Investments, LLC as its Investment manager By: /s/ Jason Groom --------------------------------- Name: JASON GROOM Title: VICE PRESIDENT ING PRIME RATE TRUST By: ING Investments, LLC as its Investment manager By: /s/ Jason Groom --------------------------------- Name: JASON GROOM Title: VICE PRESIDENT NAME OF LENDER: By: /s/ Amy S. Cioci --------------------------------- Name: Amy S. Cioci Title: Authorised office Fleet National Bank
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Third Amendment to be duly executed and delivered as of the date first above written. WYNDHAM INTERNATIONAL, INC., By /s/ Rick Smith ------------------------------ Title: Executive Vice President IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Third Amendment to be duly executed and delivered as of the date first above written. JPMORGAN CHASE BANK Individually and as Administrative Agent, By /s/ John McDonagh -------------------------------- Title: John McDonagh Managing Director JPMORGAN SECURITIES INC. as Lead Arranger and Book Manager By /s/ J. Matthew Lyness --------------------------------- Title: J. Matthew Lyness Managing Director NAME OF LENDER LANDMARK CDO LIMITED By: Aladdin Asset Management, LLC /s/ Neil Nag Neil Nag Authorized Signatory [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT]
ALLSTATE LIFE INSURANCE COMPANY NAME OF LENDER By: /s/ Jerry D. Zinkula ----------------------------- Name: Jerry D. Zinkula Title: By: /s/ Patricia W. Wilson ---------------------------- Patricia W. Wilson [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] Centurion CDO II, Ltd. By: American Express Asset Management Group, Inc. as Collateral Manager By: /s/ Leanne Stavrakis -------------------------------- Name: Leanne Stavrakis Title: Director - Operations [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] NAME OF LENDER: AMMC CDO II, LIMITED By: American Money Management Corp., as Collateral Manager By: /s/ David P. Meyer ------------------------------------ Name: David P. Meyer Title: Vice President [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT]
Centurion CDO III, Ltd. By: American Express Asset Management Group, Inc. as Collateral Manager By: /s/ Leanne Stavrakis ------------------------------------ Name: Leanne Stavrakis Title: Director - Operations [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] ARES III CLO Ltd. By: ARES CLO Management LLC By: /s/ 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 THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT]
VENTURE II CDO 2002, LIMITED By its investment advisor, Barclays Bank PLC, New York Branch By: /s/ Hans L. Christensen ------------------------------------ Title: Hans L. Christensen Director [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] VENTURE CDO 2002, LIMITED By its investment advisor, Barclays Capital Asset Management Limited, By its sub-advisor, Barclays Bank PLC, New York Branch By: /s/ Hans L. Christensen ------------------------------------ Name: Hans L. Christensen Title: Director [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT]
NAME OF LENDER: By: ____________________________________ Name: Title: Gallatin Funding I Ltd By: Bear Stearns Asset Management Inc. as its Collateral Manager By: /s/ [ILLEGIBLE SIGNATURE] -------------------------------------- Name: [ILLEGIBLE] Title: Assistant Director [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] BEAR STEARNS INVESTMENT PRODUCTS INC. By: /s/ Victor Bulzacchelli ------------------------------------ Victor Bulzacchelli Authorized Signatory [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] Canpartners Investments IV LLC NAME OF LENDER: By: /s/ [ILLEGIBLE SIGNATURE] ------------------------------------ Name: [ILLEGIBLE] Title: Authorized Signatory [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT]
Carlyle High Yield Partners II, Ltd. NAME OF LENDER: By: /s/ Linda Pace ------------------------------------ Name: Linda Pace Title: Principal [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] SIERRA CLO I, LTD NAME OF LENDER: By: /s/ John M. Cespenan ------------------------------------ Name: John M. Cespenan Title: Chief Operating Officer, Centre Pacific LLP (Manager) [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] AURUM CLO 2002-1 LTD. BY: STEIN ROE & FARNHAM INCORPORATED, AS INVESTMENT NAME OF LENDER: MANAGER By: /s/ James R. Fellows ------------------------------------ Name: James R. Fellows Title: Sr. Vice President & Portfolio Manager [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT]
LIBERTY FLOATING RATE ADVANTAGE FUND BY: STEIN ROW & FARNHAM INCORPORATED, AS ADVISOR NAME OF LENDER: By: /s/ James R. Fellows ------------------------------------ Name: James R. Fellows Title: Sr. Vice President & Portfolio Manager [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] NAME OF LENDER: Credit Lyonnais By: /S/ [ILLEGIBLE SIGNATURE] ------------------------------------ Name: [ILLEGIBLE] Title: Vice President [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] NAME OF LENDER: CSAM Funding I By: /s/ David H. Lener ------------------------------------ Name: David H. Lener Title: Authorized Signatory [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT]
TYRON CLO LTD. 2000-I By: David L. Badson & Company Inc. as Collateral Manager NAME OF LENDER: By: /s/ John W. Stelwagon ------------------------------------ Name: John W. Stelwagon Title: Managing Director [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] ELC (CAYMAN) LTD. 1999-III By: David L. Badson & Company Inc. as Collateral Manager NAME OF LENDER: By: /s/ John W. Stelwagon ------------------------------------ Name: John W. Stelwagon Title: Managing Director [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] ELC (CAYMAN) LTD. CDO SERIES 1999-I By: David L. Badson & Company Inc. as Collateral Manager NAME OF LENDER: By: /s/ John W. Stelwagon ------------------------------------ Name: John W. Stelwagon Title: Managing Director [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT]
NAME OF LENDER: DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ George R. Reynolds ------------------------------------ Name: George R. Reynolds Title: Vice President [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor By: /s/ Payson F. Swaffield --------------------------------------- Name: Payson F. Swaffield Title: Vice President [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] NAME OF LENDER: The Bank of Nova Scotia By: /s/ Mark Sparrow ------------------------------------ Name: Mark Sparrow Title: Director [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] Ballyrock CDO I Limited By: /s/ Lisa Rymut -------------------------------------- Name: Lisa Rymut Title: Assistant Treasurer [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT]
Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Fund By: /s/ John H. Costello ---------------------------------- Name: John H. Costello Title: Assistant Treasurer [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] Franklin Floating Rate Master Series NAME OF LENDER: By: /s/ David Ardini ------------------------------------ Name: David Ardini Title: [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] FRANKLIN FLOATING RATE DAILY ACCESS FUND NAME OF LENDER: By: /s/ David Ardini ----------------------------------------- Name: David Ardini Title: [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT] FRANKLIN CLO II, Limited NAME OF LENDER: By: /s/ David Ardini ----------------------------------------- Name: David Ardini Title: [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE PURCHASE AND LOAN AGREEMENT]
