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”), ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. (f/k/a Chase Securities Inc.) (“▇▇ ▇▇▇▇▇▇”), as Lead Arranger and Book Manager, BEAR ▇▇▇▇▇▇▇ 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, ▇▇ ▇▇▇▇▇▇, 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, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇ (facsimile number 212-354-8113); 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
2
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.
* * * * *
3
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/ ▇▇▇▇ ▇▇▇▇▇ | |
| Title: Executive Vice President | ||
| JPMORGAN CHASE BANK Individually and as Administrative Agent, | ||
| By |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Managing Director | ||
| ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. as Lead Arranger and Book Manager | ||
| By |
/s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Managing Director | ||
NAME OF LENDER:
Franklin Floating Rate Trust
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title:
NAME OF LENDER:
Pacifica Partners Ltd.
By: Imperial Credit Asset Management
as Investment Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Principal and Portfolio Manager
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Principal and Portfolio Manager
INDOSUEZ CAPITAL FUNDING VI, LIMITED
By: Indosuez Capital as Collateral Manager
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Principal and Portfolio Manager
NAME OF LENDER:
KATONAH I, LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
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/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC,
as Investment Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
ARCHIMEDES FUNDING II, LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
IRL (con't.)
ORYX CLO, LTD.
BY: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
COPERNICUS CDO EURO-I B.V.
BY: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
Master Senior Floating Rate Trust
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
Debt Strategies Fund, Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
▇▇▇▇▇▇▇ ▇▇▇▇▇ Global Investment Series:
Income Strategies Portfolio
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Managers, L.P.,
As Investment Advisor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
Longhorn CDO (Cayman) LTD
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Managers, L.P.
As Investment Advisor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
Senior High Income Portfolio, Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized Signatory
NAME OF LENDER:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Prime Income Trust
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
NAME OF LENDER:
Nomura Bond and Loan Fund
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC.
AS INVESTMENT ADVISER
NAME OF LENDER:
Clydesdale CLO 2001-I Ltd.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC.
AS COLLATERAL MANAGER
NAME OF LENDER:
Battery Park CDO, Ltd.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorised Signatory
NAME OF LENDER:
By: /s/
---------------------------------
Name:
Title:
OAK HILL CREDIT PARTNERS I, LIMITED
By: [ILLEGIBLE]
its Investment Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorised Signatory
NAME OF LENDER:
OCTAGON INVESTMENT PARTNERS III, LTD.
By: Octagon Credit Investors, LLC
as Portfolio Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Portfolio Manager
NAME OF LENDER:
OCTAGON INVESTMENT PARTNERS IV, LTD.
By: Octagon Credit Investors, LLC
as collateral manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Portfolio Manager
NAME OF LENDER:
▇▇▇▇▇▇ High Yield CDO 2001-I
By: Prudential Investment Management, Inc.,
as Collateral Manager
By: /s/ B ▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: B ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
NAME OF LENDER:
▇▇▇▇▇▇ Leveraged Loan CDO 2002-II
By: Prudential Investment Management, Inc.,
as Collateral Manager
By: /s/ B ▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: B ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
NAME OF LENDER:
▇▇▇▇▇▇ III Leveraged Loan CDO 2000-I
By: Prudential Investment Management, Inc.,
as Collateral Manager
By: /s/ B ▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: B ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Sankaty High Yield Asset Partners, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Sankaty Credit Opportunities, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
NAME OF LENDER:
Societe Generate
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇▇▇ Quattro CLO, Ltd.
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC
As its Collateral Manager
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Partner
▇▇▇▇▇▇▇▇▇/RMF Transatlantic CDO Ltd.
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC
as its Collateral Manager
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Partner
Windsor Loan Funding, Limited
By: ▇▇▇▇▇▇▇▇▇ Capital Parters LLC
as its Investment Manager
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Partner
Caravelle Investment Fund, L.L.C
By: Trimaran Advisors, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
SAWGRASS TRADING LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: ASST. VICE PRESIDENT
UBS AG, STAMFORD BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Associate Director
Banking Products Services, US
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Associate Director
Banking Products Services, US
▇▇▇ ▇▇▇▇▇▇
SENIOR FLOATING RATE FUND
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
▇▇▇ ▇▇▇▇▇▇
PRIME RATE INCOME TRUST
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
▇▇▇ ▇▇▇▇▇▇
SENIOR INCOME TRUST
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
▇▇▇▇▇▇▇ ▇▇▇▇ FUNDING I, LIMITED
By: TCW Asset Management Company, as its
Collateral Manager
By: /s/ ▇▇▇▇ ▇. Gold
-------------------------------------
Name: ▇▇▇▇ ▇. GOLD
Title: MANAGING DIRECTOR
TCW Leveraged Income Trust II, L.P.
By: TCW Adviers (Bermuda), Ltd.,
as General Partner
By: /s/ ▇▇▇▇ ▇. Gold
-----------------------------------
Name: ▇▇▇▇ ▇. Gold
Title: Managing Director
By: TCW Investment Management Company,
as Investment Adviser
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: MANAGING DIRECTOR
TCW LEVERAGED INCOME TRUST IV, L.P.
By: TCW (▇▇▇▇ ▇▇), L.L.C.,
as General Partner
By: TCW ASSET MANAGEMENT COMPANY,
as managing member of the General Partner
By: /s/ ▇▇▇▇ ▇. Gold
------------------------------------------
Name: ▇▇▇▇ ▇. Gold
Title: Managing Director
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: MANAGING DIRECTOR
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ ▇▇▇▇ ▇. Gold
---------------------------------
Name: ▇▇▇▇ ▇. GOLD
Title: MANAGING DIRECTOR
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: MANAGING DIRECTOR
SEQUILS IV, LTD.
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ ▇▇▇▇ ▇. Gold
---------------------------------
Name: ▇▇▇▇ ▇. GOLD
Title: MANAGING DIRECTOR
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: MANAGING DIRECTOR
SEQUILS I, LTD.
By: TCW Advisors, Inc. as its
Collateral Manager
By: /s/ ▇▇▇▇ ▇. Gold
---------------------------------
Name: ▇▇▇▇ ▇. GOLD
Title: MANAGING DIRECTOR
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: MANAGING DIRECTOR
TYLER TRADING, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: PRESIDENT
WINGED FOOT FUNDING TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: AUTHORIZED AGENT
SRF 2000 LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: ASST. VICE PRESIDENT
NAME OF LEADER:
Sun America Life Insurance Company
By: /s/ [ILLEGIBLE SIGNATURE]
---------------------------------
Name:
Title:
KZH CYPRESSTREE-1 LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: AUTHORIZED AGENT
KZH CRESCENT LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: AUTHORIZED AGENT
KZH CRESCENT-2 LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: AUTHORIZED AGENT
KZH CRESCENT-3 LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: AUTHORIZED AGENT
KZH SOLEIL-2 LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: AUTHORIZED AGENT
LONG LANE MASTER TRUST IV
By: Fleet National Bank as Trust
Administrator
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: MANAGING DIRECTOR
ING SENIOR INCOME FUND
By: ING Investments, LLC
as its Investment manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: VICE PRESIDENT
ING PRIME RATE TRUST
By: ING Investments, LLC
as its Investment manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: VICE PRESIDENT
NAME OF LENDER:
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇ ▇▇▇▇▇
------------------------------
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/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Title: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Managing Director
JPMORGAN SECURITIES INC.
as Lead Arranger and Book Manager
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Title: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Managing Director
NAME OF LENDER
LANDMARK CDO LIMITED
By: Aladdin Asset Management, LLC
/s/ ▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
[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/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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/ ▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Ares IV CLO Ltd.
By: Ares CLO Management IV, L.P.,
Investment Manager
By: Ares CLO ▇▇ ▇▇, LLC,
Its Managing Member
By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
------------------------------------
Title: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇
INVESTMENT PRODUCTS INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
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/ ▇▇▇▇▇ ▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
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/ ▇▇▇▇ ▇. Cespenan
------------------------------------
Name: ▇▇▇▇ ▇. 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: ▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇
INCORPORATED, AS INVESTMENT
NAME OF LENDER: MANAGER
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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: ▇▇▇▇▇ ROW & FARNHAM
INCORPORATED, AS ADVISOR
NAME OF LENDER:
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
▇▇▇▇▇ CLO LTD. 2000-I
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc. as
Collateral Manager
NAME OF LENDER:
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Director
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
ELC (CAYMAN) LTD. 1999-III
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc. as
Collateral Manager
NAME OF LENDER:
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company Inc. as
Collateral Manager
NAME OF LENDER:
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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 ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------------
Name: Payson ▇. ▇▇▇▇▇▇▇▇▇
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/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]
Ballyrock CDO I Limited
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
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/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
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/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title:
[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE
PURCHASE AND LOAN AGREEMENT]