EXHIBIT 10.2.2
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
SENIOR SECURED CREDIT AGREEMENT
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED CREDIT
AGREEMENT (this "Amendment"), dated as of March 31, 2000 (the "Amendment Date"),
is among MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited
partnership, as the Borrower ("Borrower"); the Guarantors; SOCIETE GENERALE,
SOUTHWEST AGENCY, as Arranger and Administrative Agent (the "Administrative
Agent"); and the Lenders a party hereto.
RECITALS:
A. The Borrower; the Administrative Agent; Bankers Trust Company, as
Arranger and Syndication Agent; ▇▇▇▇▇▇ Commercial Paper Inc., as Arranger and
Documentation Agent; ▇▇▇▇▇ Fargo Bank, National Association, as Documentation
Agent; and the Lenders are parties to that certain Second Amended and Restated
Senior Secured Credit Agreement, dated as of August 3, 1998 (the "Original
Credit Agreement"), as amended by that certain First Amendment to Second Amended
and Restated Senior Secured Credit Agreement, dated as of March 3, 1999 (the
Original Credit Agreement, as so amended, being referred to herein as the
"Amended Credit Agreement").
B. The parties hereto desire to amend the Amended Credit Agreement and
the other Credit Documents (as defined in the Original Credit Agreement) as
hereinafter provided.
NOW, THEREFORE, for and in consideration of the covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. All terms used in this Amendment, but not defined herein, shall have
the meaning given such terms in the Amended Credit Agreement.
2. This Amendment shall become effective as of the Amendment Date if on
or prior to the close of business on April 14, 2000 (the "Termination Date") the
following conditions precedent have been satisfied:
a. Documentation. The Documentation Agent shall have received
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counterparts of this Amendment executed by the Borrower, the Guarantors and
the Super Required Lenders.
b. Representations and Warranties. The representations and
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warranties contained in this Amendment, and in each Credit Document shall
be true and correct in all material respects both as of the Amendment Date
and the date the other conditions to this Amendment's effectiveness are
satisfied except for changes which individually or in the aggregate do not
constitute a Material Adverse Change.
1
c. No Default No Default or Event of Default shall exist as of
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either the Amendment Date or the date the other conditions to this
Amendment's effectiveness are satisfied.
If this Amendment does not become effective prior to the Termination Date, this
Amendment shall be null and void; provided however that the Borrower shall still
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be obligated to reimburse Societe Generale, Southwest Agency for costs and
expenses incurred in connection with this Amendment.
3. The term "Credit Agreement" as used in the Credit Documents, shall
mean the Amended Credit Agreement, as amended by this Amendment.
4. From and after the Amendment Date to the Conversion Date, Section 7.04
of the Credit Agreement is deleted in its entirety and replaced with the
following:
"Section 7.04 Leverage Ratio. The Parent shall not on any date permit
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the Leverage Ratio to exceed (a) prior to January 1, 2000, 5.5 to 1.0, (b)
from January 1, 2000 through June 30, 2001, 5.30 to 1.0, (c) from July 1,
2001 through June 30, 2002, 5.0 to 1.0, and (d) on and after July 1, 2002,
4.5 to 1.0."
On the Conversion Date, the new Section 7.04 of the Credit Agreement set forth
in this Amendment shall be deleted in its entirety and replaced with the
original Section 7.04 of the Original Credit Agreement.
5. From and after the Amendment Date, Section 7.02 of the Credit
Agreement is deleted in its entirety and replaced with the following:
"Section 7.02 Fixed Charge Coverage Ratio. The Parent shall maintain
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at the end of each Rolling Period (a) for the Rolling Periods ending on
September 30, 1998 through March 31, 1999, a Fixed Charge Coverage Ratio of
not less than 1.85 to 1.0, (b) for the Rolling Periods ending on June 30,
1999 through December 31, 2001. a Fixed Charge Coverage Ratio of not less
than 2.00 to 1.0, (c) for any Rolling Period thereafter, a Fixed Charge
Coverage Ratio of not less than 1.80 to 1.0."
6. Each party hereto represents to the other parties hereto that such
party is authorized to execute this Amendment. In addition, the Borrower and the
Guarantors represent and warrant to the Banks and the Agents that (a) the
representations and warranties contained in this Amendment, and in each Credit
Document are true and correct in all material respects as of the Amendment Date
except for changes which individually or in the aggregate do not constitute a
Material Adverse Change and (b) no Default or Event of Default exists as of the
Amendment Date.
7. This Amendment may be executed in multiple counterparts, each of which
shall be an original, but all of which shall constitute but one Amendment.
2
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
SECURED CREDIT AGREEMENT]
Executed as of the Amendment Date.
BORROWER:
---------
MERISTAR HOSPITALITY OPERATING
PARTNERSHIP, L.P.
By: MeriStar Hospitality Corporation, its
general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name:____________________________________
Title: Chief Financial Officer
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[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
SECURED CREDIT AGREEMENT]
JOINDER, CONSENT AND RATIFICATION
The Guarantors join in and consent to the terms and provisions of the
attached Amendment and agree that the Guaranty and Contribution Agreement (the
"Guaranty") executed by the Guarantor dated August 3, 1998 remains in full force
and effect and that the Guaranteed Obligations (as defined in the Guaranty)
include the additional obligations of the Borrower under the attached Amendment.
This Joinder, Consent and Ratification is dated as of the date of the
Amendment.
GUARANTORS:
MERISTAR HOSPITALITY
CORPORATION, a Maryland corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name:
----------------------------------
Title: Chief Financial Officer
---------------------------------
MERISTAR LP, INC., a Nevada corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name:
----------------------------------
Title: Chief Financial Officer
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[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
SECURED CREDIT AGREEMENT]
MERISTAR ACQUISITION COMPANY, L.L.C., a
Delaware limited liability company
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, its
general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇
----------------------------------
Name:_________________________________
Title: Chief Financial Officer
--------------------------------
AGH UPREIT LLC, a Delaware limited liability
company
By: MeriStar Hospitality Corporation, member
By: /s/ ▇▇▇▇ ▇▇▇▇▇
----------------------------------
Name:_________________________________
Title Chief Financial Officer
--------------------------------
By: MeriStar Hospitality Operating Partnership,
L.P., member
By: MeriStar Hospitality
Corporation, general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name:_________________________________
Title: Chief Financial Officer
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[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
SECURED CREDIT AGREEMENT]
MERISTAR SANIBEL INN COMPANY, L.L.C.
MERISTAR MARCO ISLAND COMPANY, L.L.C.
MERISTAR SAFETY HARBOR COMPANY, L.L.C.
MERISTAR SUNDIAL BEACH COMPANY, L.L.C.
MERISTAR SS PLANTATION COMPANY, L.L.C.
MERISTAR SHIRLEY'S PARCEL COMPANY, L.L.C.
MERISTAR SEASIDE INN COMPANY, L.L.C.
MERISTAR SANIBEL BEACH COMPANY, L.L.C.
MERISTAR PLANTATION SHOPPING CENTER COMPANY, L.L.C.
MERISTAR SONG OF THE SEA COMPANY, L.L.C.
MERISTAR SANIBEL GOLF COMPANY, L.L.C., each of the above
being a Delaware limited liability company
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name:
---------------------------------------------------
Title: Chief Financial Officer
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[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
SECURED CREDIT AGREEMENT]
EQUISTAR SOMERSET COMPANY, L.L.C.
EQUISTAR SCHAUMBURG COMPANY, L.L.C.
EQUISTAR BELLEVUE COMPANY, L.L.C.
EQUISTAR CHARLOTTE COMPANY, L.L.C.
EQUISTAR CLEVELAND COMPANY, L.L.C.
EQUISTAR ▇▇▇▇▇▇ COMPANY, L.L.C.
EQUISTAR VIRGINIA COMPANY, L.L.C.
EQUISTAR BALLSTON COMPANY, L.L.C.
EQUISTAR ATLANTA GP COMPANY, L.L.C.
EQUISTAR ATLANTA LP COMPANY, L.L.C.
CAPSTAR WASHINGTON COMPANY, L.L.C.
CAPSTAR SANTA ▇▇▇▇▇▇▇ COMPANY, L.L.C.
CAPSTAR C.S. COMPANY, L.L.C.
CAPSTAR SAN ▇▇▇▇▇ COMPANY, L.L.C.
CAPSTAR CHERRY HILL COMPANY, L.L.C.
CAPSTAR ▇▇▇▇▇▇ COMPANY, L.L.C.
CAPSTAR KC COMPANY, L.L.C.
CAPSTAR CATHEDRAL CITY COMPANY, L.L.C.
CAPSTAR NATIONAL AIRPORT COMPANY, L.L.C.
CAPSTAR GEORGETOWN COMPANY, L.L.C.
CAPSTAR JEKYLL COMPANY, L.L.C.
CAPSTAR DETROIT AIRPORT COMPANY, L.L.C.
CAPSTAR TUCSON COMPANY, L.L.C.
CAPSTAR HARTFORD COMPANY, L.L.C.
CAPSTAR CROSS KEYS COMPANY, L.L.C.
CAPSTAR ▇▇▇▇▇▇ PARK COMPANY, L.L.C.
CAPSTAR COLUMBIA COMPANY, L.L.C.
CAPSTAR OKLAHOMA CITY COMPANY, L.L.C.
CAPSTAR LAJV COMPANY, L.L.C.
CAPSTAR LEXINGTON COMPANY, L.L.C.
CAPSTAR MESA COMPANY, L.L.C.
CAPSTAR MORRISTOWN COMPANY, L.L.C.
CAPSTAR WINDSOR LOCKS COMPANY, L.L.C.
CAPSTAR ▇▇▇▇▇▇▇▇▇ COMPANY, L.L.C.
CAPSTAR LOUISVILLE COMPANY, L.L.C., each of the above being a
Delaware limited liability company
By: MeriStar Hospitality Operating Partnership, a Delaware
limited partnership, member
By: MeriStar Hospitality Corporation, its general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name:
-------------------------------
Title: Chief Financial Officer
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[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
SECURED CREDIT AGREEMENT]
CAPSTAR HOUSTON SW PARTNERS, L.P.
CAPSTAR MOCKINGBIRD PARTNERS, L.P.
CAPSTAR DALLAS PARTNERS, L.P., each of the above being
a Delaware limited partnership
CAPSTAR MEDALLION DALLAS PARTNERS, L.P.
CAPSTAR MEDALLION AUSTIN PARTNERS, L.P.
CAPSTAR MEDALLION HOUSTON PARTNERS, L.P.
CAPSTAR MEDALLION MIDLAND PARTNERS, L.P., each
of the above being a Delaware limited partnership
By: MeriStar Hospitality Operating Partnership, a Delaware
limited partnership, general partner
By: MeriStar Hospitality Corporation, its general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇
----------------------------------
Name:________________________________
Title: Chief Financial Officer
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[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
SECURED CREDIT AGREEMENT]
HOTEL COLUMBIA COMPANY, a Maryland general
partnership
By: CapStar Columbia Company, a Delaware limited
liability company, partner
By: MeriStar Hospitality Operating
Partnership, a Delaware limited
partnership, member
By: MeriStar Hospitality Corporation,
its general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇
---------------------------
Name:_________________________
Title: Chief Financial Officer
------------------------
By: CapStar ▇▇▇▇▇▇ Park Company, L.L.C., a
Delaware limited liability company, partner
By: MeriStar Hospitality Operating
Partnership, a Delaware limited
partnership, member
By: MeriStar Hospitality Corporation,
its general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇
---------------------------
Name:_________________________
Title: Chief Financial Officer
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[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND
RESTATED SENIOR SECURED CREDIT AGREEMENT]
BCHI ACQUISITION, LLC,
a Delaware limited liability company
By: AGH UPREIT LLC, member
By: MeriStar Hospitality
Corporation, member
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name:
------------------------------
Title: Chief Financial Officer
-----------------------------
By: MeriStar Hospitality Operating Partnership, L.P.,
member
By: MeriStar Hospitality Corporation,
general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name:
------------------------------
Title: Chief Financial Officer
-----------------------------
By: MeriStar Hospitality Operating Partnership, L.P., member
By: MeriStar Hospitality Corporation, general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name:
------------------------------
Title: Chief Financial Officer
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[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
SECURED CREDIT AGREEMENT]
3100 GLENDALE JOINT VENTURE,
an Ohio general partnership
By: AGH UPREIT LLC, partner
By: MeriStar Hospitality
Corporation, member
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name:
------------------------------
Title: Chief Financial Officer
-----------------------------
By: MeriStar Hospitality Operating Partnership,
L.P., member
By: MeriStar Hospitality
Corporation, general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇
---------------------------
Name:
-------------------------
Title: Chief Financial Officer
------------------------
By: MeriStar Hospitality Operating Partnership, L.P.,
partner
By: MeriStar Hospitality
Corporation, general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name:
------------------------------
Title: Chief Financial Officer
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[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
SECURED CREDIT AGREEMENT]
MT. ARLINGTON NEW JERSEY, LLC,
a Delaware limited partnership
MDV LIMITED PARTNERSHIP,
a Texas limited partnership
183 HOTEL ASSOCIATES, LTD.,
a Texas limited partnership
RICHMOND WILLIAMSBURG ASSOCIATES, LTD.,
a Texas limited partnership
LAKE BUENA VISTA PARTNERS, LTD.,
a Florida limited partnership
COCOA BEACH HOTELS, LTD.,
a Florida limited partnership
DURHAM I-85 LIMITED
PARTNERSHIP, a Delaware limited
partnership
By: AGH UPREIT LLC, general partner
By: MeriStar Hospitality Corporation, member
By: /s/ ▇▇▇▇ ▇▇▇▇▇
----------------------------------------
Name:______________________________________
Title: Chief Financial Officer
-------------------------------------
By: MeriStar Hospitality Operating Partnership,
L.P., member
By: MeriStar Hospitality
Corporation, general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name:_________________________________
Title: Chief Financial Officer
--------------------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
SECURED CREDIT AGREEMENT]
75 ARLINGTON HEIGHTS LIMITED PARTNERSHIP, L.P., a Delaware
limited partnership
By: AGH Arlington Heights LLC, a Delaware limited liability
company, general partner
By: MeriStar Hospitality Operating Partnership, L.P.,
member
By: MeriStar Hospitality
Corporation, general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇
---------------------------------------------
Name:
___________________________________________
Title: Chief Financial Officer
------------------------------------------
AGH 75 ARLINGTON HEIGHTS LLC, a Delaware limited liability
company
By: MeriStar Hospitality Operating Partnership, a Delaware
limited partnership, member
By: MeriStar Hospitality Corporation, its general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name:
______________________________
Title: Chief Financial Officer
-----------------------------
AGH PSS I, Inc., a Delaware corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------------------
Name:
________________________________________
Title: Chief Financial Officer
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[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
LENDER:
Am South Bank
------------------------------------
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III
-------------------------------
Title: Vice President
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[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
LENDER:
Bank Leumi USA
----------------------------------------
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
----------------------------------
Title: Vice President
---------------------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
SECURED CREDIT AGREEMENT]
LENDER:
THE BANK OF NOVA SCOTIA, acting through
its San Francisco Agency
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
------------------------
Title: Director
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[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
LENDER
Fleet National Bank
--------------------------------
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
--------------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
SECURED CREDIT AGREEMENT]
LENDER:
Bank One, NA
----------------------------------------
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Title: FIRST VICE PRESIDENT
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[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
BANKERS TRUST COMPANY, individually and as
Arranger and Syndication Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Title: Principal
-----------------------------------
CIBC World Markets
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Director
CIBC World Markets Corp,. AS AGENT
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
LENDER:
Citicorp Real Estate, Inc.
-----------------------------
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------
Title: Vice President
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[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
LENDER: Dresdner Bank AG, NY Branch and
Grand Cayman Branches
________________________________________
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Title: VICE PRESIDENT ASSISTANT TREASURER
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[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
LENDER: Erste Bank
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
By: ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Name: Vice President
------------------------------------
Title: Erste Bank New York Branch
-----------------------------------
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
FIRST VICE PRESIDENT
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
LENDER:
First American Bank Texas, S.S.B.
-----------------------------------
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------
Title: Vice President
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[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
LENDER:
GENERAL ELECTRIC CAPITAL CORPORATION
----------------------------------------
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Title: DULY AUTHORIZED SIGNATORY
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[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
SOCIETE GENERALE, SOUTHWEST
AGENCY, individually and as Arranger
and Administrative Agent
By: /s/ Huvishka Ali
---------------------------------
Name: Huvishka Ali
-------------------------------
Title: Vice President
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[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
LENDER:
BANK OF AMERICA, N.A.
BY: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
NAME: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
TITLE: VICE PRESIDENT
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[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION, individually and as
Documentation Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------
Title: Vice President
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[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
SOUTHTRUST BANK, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Title: VICE PRESIDENT
------------------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
LENDER:
FIRST COMMERCIAL BANK
--------------------------------
By: /s/ ▇▇▇▇▇ ▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇▇
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Title: DEPUTY GENERAL MANAGER
--------------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
LENDER:
CypressTree Investment Partners I, Ltd.
By: CypressTree Investment Management
Company, Inc, as Portfolio Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Title: PRINCIPAL
------------------------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
LENDER:
CypressTree Investment Partners II, Ltd.
By: CypressTree Investment Management
Company, Inc, as Portfolio Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Title: PRINCIPAL
------------------------------------
18
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
LENDER:
CypressTree Investment Fund, LLC
By: CypressTree Investment Management
Company, Inc. its Managing Member
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Title: PRINCIPAL
------------------------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
LENDER:
CypressTree Investment Management Company, Inc.
As: Attorney-in-Fact and on Behalf of First
Allmerica Financial Life Insurance Company as Portfolio
Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Title: PRINCIPAL
------------------------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
SECURED CREDIT AGREEMENT]
LENDER
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Prime Income Trust
---------------------------------------------
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Title: Vice President
---------------------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
SECURED CREDIT AGREEMENT]
ML CLO XIX STERLING (CAYMAN) LTD.
By: Sterling Asset Manager, L.L.C.,
As its investment Advisor
By: /s/ ▇▇▇▇▇ ▇. Fistecher
----------------------------
Name: ▇▇▇▇▇ ▇. Fistecher
-------------------------
Title: Executive Vice President
------------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
LENDER:
Mountain Capital CLO I Ltd.
--------------------------------
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
Title: Director
-------------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
LENDER:
▇▇▇▇▇▇ Floating Rate Fund
----------------------------------
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Title: MD
--------------------------------
OLYMPIC FUNDING TRUST, SERIES 1999-1
as Lender
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Authorized Agent
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
SECURED CREDIT AGREEMENT]
LENDER:
HARCH CLD I Ltd.
-----------------------------
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------
Title: AUTHORIZED SIGNATORY
-----------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
SECURED CREDIT AGREEMENT]
LENDER:
CARAVELLE INVESTMENT FUND, L.L.C.
--------------------------------------
By: CARAVELLE ADVISORS, L.L.C.
By: /s/ [ILLEGIBLE]
-----------------------------------
Name: [ILLEGIBLE]
---------------------------------
Title: M.D.
--------------------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
LENDER:
ELC (Cayman) LTD. 1999-III
--------------------------
By: /s/ ▇▇▇▇ ▇. Stelwagor
--------------------------
Name: ▇▇▇▇ ▇. Stelwagor
------------------------
Title: Director
-----------------------
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
KZH CRESCENT LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇▇▇
---------------------------
Title: Authorized Agent
--------------------------
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
KZH CRESCENT-2 LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇▇▇
---------------------------
Title: Authorized Agent
--------------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
KZH CRESCENT 3 LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇▇▇
----------------------------
Title: Authorized Agent
---------------------------
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
KZH ING-2 LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇▇▇
----------------------------
Title: Authorized Agent
---------------------------
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
KZH PONDVIEW LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇▇▇
----------------------------
Title: Authorized Agent
---------------------------
[SIGNATURE PAGE OF FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
KZH RIVERSIDE LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇▇▇
-----------------------------------
Title: Authorized Agent
----------------------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
KZH III LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇▇▇
-----------------------------------
Title: Authorized Agent
----------------------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
LENDER
OASIS COLLATERALIZED HIGH INCOM PORTFOLIOS-I,
LTD.
By: INVESCO Senior Secured Management, Inc.,
as Sub-Advisor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
LENDER
AMARA-2 FINANCE, LTD.
By: INVESCO Senior Secured Management, Inc.,
as Sub-Advisor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
[SIGNATURE PAGE OF SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
UNSECURED CREDIT AGREEMENT]
LENDER:
AMARA-I FINANCE, LTD.
By: INVESCO Senior Secured Management,
Inc., as Sub-Advisor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
Name:
Title: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Authorized Signatory
