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