Exhibit 10.1
THIRD AMENDMENT TO
AMENDED AND RESTATED
SENIOR SECURED CREDIT AGREEMENT
AMENDED AND RESTATED
SENIOR SECURED CREDIT AGREEMENT
among
Apartment Investment and Management Company,
AIMCO Properties, L.P., and
AIMCO/Bethesda Holdings, Inc.,
AIMCO Properties, L.P., and
AIMCO/Bethesda Holdings, Inc.,
as the Borrowers,
the Guarantors and
Pledgors named herein,
the Guarantors and
Pledgors named herein,
Bank of America, N.A.,
as Administrative Agent, Swing Line Lender
and L/C Issuer
as Administrative Agent, Swing Line Lender
and L/C Issuer
and
The Other Financial
Institutions Party Hereto
Institutions Party Hereto
Dated as of August 31, 2007
BANC OF AMERICA SECURITIES LLC
and
KEYBANC CAPITAL MARKETS
as Joint-Lead Arrangers
and
Joint Book Managers and Bookrunners
THIRD AMENDMENT TO
AMENDED AND RESTATED
SENIOR SECURED CREDIT AGREEMENT
AMENDED AND RESTATED
SENIOR SECURED CREDIT AGREEMENT
This THIRD AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this “Amendment”) is dated as of August 31, 2007 and entered into by and among APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation (the “REIT”), AIMCO PROPERTIES, L.P., a Delaware limited partnership (“AIMCO”), and AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation (“AIMCO/Bethesda”) (the REIT, AIMCO and AIMCO/Bethesda collectively referred to herein as “Borrowers”), BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent (in such capacity, “Administrative Agent”) and as Swing Line Lender and L/C Issuer, and the Lenders party hereto, and is made with reference to that certain Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, by and among Borrowers, each lender from time to time party thereto, BANK OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender and L/C Issuer, and KeyBank National Association, as Syndication Agent (the “Credit Agreement”), as amended by that certain First Amendment to Amended and Restated Senior Secured Credit Agreement, dated June 16, 2005 (the “First Amendment”). as amended by that certain Second Amendment to Amended and Restated Senior Secured Credit Agreement, dated March 22, 2006 (the “Second Amendment”) (the Credit Agreement as amended by the First Amendment, Second Amendment and this Amendment is referred to herein as the “Amended Agreement”). Capitalized terms used in this Amendment shall have the meanings set forth in the Credit Agreement unless otherwise defined herein.
RECITALS
WHEREAS, Borrowers desire to amend the Credit Agreement as more particularly set forth below;
WHEREAS, pursuant to the Credit Agreement, the amendments set forth herein require the consent of the Required Lenders, and the Required Lenders have consented hereto;
NOW, THEREFORE, in consideration of the agreements, provisions and covenants contained herein, the parties agree as follows:
Section 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 Amendment to Subsection 1.01. Defined Terms.
A. Clauses (iii) and (iv) of the defined term “Gross Asset Value” are deleted in their entirety and replaced with the following:
“(iii) with respect to all real estate assets wholly or partially owned by such Person(s) throughout the most recent four calendar quarters ending on or prior to such date of determination (other than Development Assets), the Adjusted Total NOI attributable to such real estate assets for such four quarter period divided by 7.25%;
(iv) with respect to all real estate assets wholly or partially owned on such date of determination, but acquired less than four calendar quarters but at least one calendar quarter preceding such date of determination (other than Development Assets), the Adjusted Total NOI attributable to such real estate assets for any period that such Person(s) owned such assets measured on an annualized basis and divided by 7.25%;”
1.2 Amendment to Section 2.15.Section 2.15 is deleted in its entirety and replaced with the following:
“2.15 Increase in Commitments.
(a) Increase in Commitments.
(i) Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrowers may request an increase in the Aggregate Commitments (which may be, at the option of the Borrowers, Revolving Commitments and/or Term Loan Commitments) such that the Aggregate Commitments do not exceed $1,300,000,000 after giving effect to such increase; provided however, any such request for an increase shall be in a minimum amount of $25,000,000. At the time of sending such notice, the Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Such notice shall indicate the Applicable Term Rate or Applicable Revolving Rate (or other applicable interest rate margins) for such new Term Loan Commitments or Revolving Commitments, as applicable. In the event new Term Loan Commitments or Revolving Commitments are to be provided, no consent of any Lender shall be required in connection with the issuance of any such new Term Loan Commitments or Revolving Commitments, regardless of if the Applicable Term Rate or Applicable Revolving Rate (or other applicable interest rate margins) for such new Term Loan Commitments or Term Loans or Revolving Commitments or Revolving Loans is less than that for any other Term Loan Commitments or Term Loans or Revolving Commitments or Revolving Loans hereunder.
(ii) Lender Elections to Increase. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment or to provide new Commitments and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment or to provide new Commitments.
(iii) Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrowers and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase or of new Commitments and subject to the approval of the Administrative Agent and the L/C Issuer (which approvals shall not be unreasonably withheld), the Borrowers may also invite additional Eligible Assignees to become Lenders pursuant to a Joinder Agreement or amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
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(iv) Effective Date and Allocations. If the Aggregate Commitments are increased or if new Commitments are provided in accordance with this Section, the Administrative Agent and the Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase or new Commitments under this clause (a). The Administrative Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such increase or new Commitments and the Increase Effective Date. Any such increase or new Commitments may be drawn on upon the satisfaction of the applicable conditions precedent set forth in Section 4.02.
(v) Conditions to Effectiveness of Increase. As a condition precedent to such increase or new Commitments under this clause (a), the Borrowers shall deliver to the Administrative Agent a certificate of the Borrowers dated as of the Increase Effective Date signed by a Responsible Officer of the Borrowers (i) certifying and attaching the resolutions adopted by each Borrower approving or consenting to such increase, and (ii) in the case of the Borrowers, certifying that, before and after giving effect to such increase, to the knowledge of Borrowers (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct, on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, to the knowledge of the Borrowers, they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrowers shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments under this Section. Notwithstanding any provisions of this Agreement to the contrary, the Borrowers may borrow from the Lenders providing such increase in the Revolving Commitments (on a non pro rata basis with Lenders not providing such increase) in order to fund such prepayment.
(b) Conflicting Provisions. This Section 2.15 shall supersede any provisions in Sections 2.13 or 10.01 to the contrary.”
1.3 Amendment to Section 5.14(a) Section 5.14(a) is hereby amended by deleting the first sentence thereof and replacing it with the following:
“Except for the repurchase of the shares of the REIT, no Borrower is engaged or will engage, principally or as one if its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, in any case, in violation of Regulation U of the FRB.”
1.4 Amendment to Section 6.11Section 6.11 is hereby amended by deleting such section in its entirety and inserting the following in replacement thereof:
“6.11 Use of Proceeds.
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(a) Term Loans. The proceeds of the Term Loans made on the Closing Date shall be used to repay the outstanding term loans under the applicable Existing Credit Agreements. The proceeds of additional Term Loans made pursuant to any increase in the Term Loan Commitments pursuant to Section 2.15 will be available to the Borrowers to fund working capital and other corporate purposes, including acquisitions, redevelopment of properties, Restricted Payments permitted pursuant to Section 7.06, and the refinancing of existing and future Indebtedness, all in accordance with this Agreement.
(b) Revolving Loans. The proceeds of Revolving Loans will be available to the Borrowers to fund working capital and other corporate purposes, including acquisitions, redevelopment of properties, Restricted Payments permitted pursuant to Section 7.06, and the refinancing of existing and future Indebtedness, all in accordance with this Agreement.”
1.5 Amendment to Section 7.03(g) Section 7.03(g) is hereby deleted in its entirety and replaced with the following:
“(g) Recourse Indebtedness of the Borrowers, the Guarantors and their Subsidiaries (whether secured or unsecured and including Indebtedness under the Loan Documents) in an aggregate principal amount not to exceed at any time an amount equal to 15% of Gross Asset Value at such time;”
1.6 Amendments to Section 7.06.
A. Sections 7.06(c) is hereby deleted in its entirety and replaced with the following:
“(c) the purchase, redemption or other acquisition of any Equity Interests of the Borrowers or any Subsidiary; provided, that, at the time or as a result thereof there shall exist no Default or Event of Default;”
B. Section 7.06(e) is hereby deleted in its entirety and replaced with “Intentionally Omitted.”
1.7 Amendment to Section 7.10Section 7.10 is hereby amended by deleting such section in its entirety and inserting the following in replacement therefor:
“7.10 Use of Proceeds. Use the proceeds of any Credit Extension in violation of Regulation U of the FRB, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose; provided, that the Borrowers may use the proceeds of Credit Extensions to repurchase the shares of the REIT.”
Section 2. CONSENT TO FOURTH AMENDMENT
The Required Lenders hereby consent to the amendment of the Credit Agreement in the form substantially set forth in the Fourth Amendment to Amended and Restated Senior Secured
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Credit Agreement as attached asExhibit A hereto (“Fourth Amendment”). By their execution to this Amendment, the Required Lenders (i) agree that the Fourth Amendment shall become effective upon the execution thereof by Administrative Agent and each Borrower and without any further action by the Required Lenders, (ii) acknowledge that the Fourth Amendment attached hereto contains incomplete schedules which will be completed prior to its execution and they consent to such completed schedules as reasonably approved by Administrative Agent, and (iii) agree that prior to the execution of the Fourth Amendment the Administrative Agent may make minor changes to the Fourth Amendment reasonably deemed necessary by Administrative Agent.
Section 3. CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective as of the date of this Amendment, at such time that all of the following conditions are satisfied:
A. The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of each of (a) the Borrowers, (b) the Administrative Agent, and (c) the Required Lenders (provided that in lieu of executing this Amendment, any Lender may provide to Administrative Agent its written consent to this Amendment with the same effect as if their respective signatures are attached hereto);
B. Guarantors and the Borrowers and Subsidiaries of the Borrowers party to the Pledge Agreements as “Pledgors” (the “Pledgors”) shall have executed this Amendment with respect toSection 6;
C. Administrative Agent and its counsel shall have received executed resolutions from Borrowers, Guarantors and Pledgors authorizing the entry into and performance of this Amendment and the Credit Agreement as amended, all in form and substance satisfactory to Administrative Agent and its counsel;
D. Borrowers shall have paid to each Lender who executes and delivers this Amendment prior to 5:00 p.m. New York time on August 30, 2007 a modification fee in the amount of 10 basis points times the amount of such Lender’s commitment(s) under the Existing Facility. The Modification Fee will be paid to Bank of America for distribution to such Lenders on the execution of this Amendment.
Section 4. BORROWERS’ REPRESENTATIONS AND WARRANTIES
In order to induce the Lenders to consent to this Amendment and to amend the Credit Agreement in the manner provided herein, Borrowers represent and warrant to Administrative Agent and to each Lender that the following statements are true, correct and complete:
4.1Corporate Power and Authority.Borrowers have all requisite power and authority to enter into this Amendment and any other agreements, guaranties or other operative documents to be delivered pursuant to this Amendment, to carry out the transactions contemplated by, and perform their obligations under, the Amended Agreement. Each of the Borrowers, Pledgors and Guarantors is in good standing in the respective states of their organization on the effectiveness of this Amendment;
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4.2Authorization of Agreements.The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary action on the part of Borrowers and the other parties delivering any of such documents, as the case may be. Except as disclosed onSchedule 4.2, the organizational documents of the Borrowers, Pledgors and Guarantors have not been modified in any material respect since the date of the Second Amendment;
4.3No Default.After giving effect to this Amendment, no Default or Event of Default exists under the Credit Agreement as of the date of such effectiveness. Further, after giving effect to this Amendment, no Default or Event of Default would result under the Amended Agreement from the consummation of this Amendment;
4.4No Conflict.The execution, delivery and performance by Borrowers, Pledgors and Guarantors of this Amendment and the performance of the Amended Agreement by Borrowers, does not and will not (i) violate any provision of any applicable material law or any governmental rule or regulation applicable to Borrowers, Pledgors, Guarantors or any of their Subsidiaries except as could not reasonably be expected to have a Material Adverse Effect, the Organization Documents of Borrowers, Pledgors, Guarantors or any of their Subsidiaries or any order, judgment or decree of any court or other Governmental Authority binding on Borrowers, Pledgors, Guarantors or any of their Subsidiaries except as could not reasonably be expected to have a Material Adverse Effect, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Borrowers, Pledgors, Guarantors or any of their Subsidiaries except as could not reasonably be expected to have a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of Borrowers, Pledgors, Guarantors or any of their Subsidiaries not otherwise permitted by the Amended Agreement except as could not reasonably be expected to have a Material Adverse Effect, or (iv) require any approval of members or stockholders or any approval or consent of any Person under any Contractual Obligation of Borrowers, Pledgors, Guarantors or any of their Subsidiaries, except for such approvals or consents which have been or will be obtained on or before the effectiveness of this Amendment or except for such approvals or consents which, if not obtained, are not reasonably expected to result in a Material Adverse Effect;
4.5Governmental Consents.The execution and delivery by Borrowers, Guarantors and Pledgors of this Amendment and the performance by Borrowers, Guarantors and Pledgors under the Amended Agreement does not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body, except for filings or recordings in respect of the Liens created pursuant to the Loan Documents and except as may be required, in connection with the disposition of any Collateral, by laws generally affecting the offering and sale of securities;
4.6Binding Obligation.The Credit Agreement, as amended by this Amendment, has been duly executed and delivered by Borrowers and is enforceable against Borrowers, in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; and
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4.7Incorporation of Representations and Warranties From Credit Agreement.After giving effect to this Amendment, the representations and warranties contained inArticle V of the Amended Agreement are and will be true, correct and complete in all material respects on and as of the date of such effectiveness to the same extent as though made on and as of such date, except representations and warranties solely to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.
Section 5. MISCELLANEOUS
5.1Reference to and Effect on the Credit Agreement and the Other Loan Documents.
A. On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment.
B. Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.
C. The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under, the Credit Agreement or any of the other Loan Documents.
5.2Fees and Expenses. Borrowers acknowledge that all reasonable costs, fees and expenses incurred by Administrative Agent and its counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of Borrowers. The Borrowers hereby agree to pay the reasonable fees, cost and expenses of Administrative Agent’s counsel in connection with this Amendment concurrently with or promptly after the effectiveness of this Amendment.
5.3Headings.Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.
5.4Counterparts; Effectiveness.This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Amendment shall become effective upon the execution of a counterpart hereof by each Borrower and Required Lenders, and receipt by
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Borrowers and Administrative Agent of written, facsimile or telephonic notification of such execution and authorization of delivery thereof.
5.5Entire Agreement. This Amendment embodies the entire agreement and understanding among the parties with respect to this amendment to the Credit Agreement, and supersedes all prior agreements and understandings, oral or written, relating thereto.
Section 6. ACKNOWLEDGEMENT AND CONSENT
A. Guarantors are party to that certain Continuing Guaranty, dated as of November 2, 2004, pursuant to which Guarantors have guarantied the Obligations. Pledgors are party to that certain Security Agreement (Securities) made by Borrowers and Security Agreement (Securities) made by certain other Pledgors, dated as of November 2, 2004, pursuant to which Pledgors have pledged the Collateral as security for the Indebtedness (as defined in the applicable Pledge Agreement).
B. Each Guarantor and each Pledgor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Guaranty to which it is a party or otherwise bound, and each Pledgor hereby confirms that the Pledge Agreement to which it is a party or otherwise bound, will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all of the “Guaranteed Obligations” (as defined in the applicable Guaranty) or the “Indebtedness” (as defined in the applicable Pledge Agreement), as the case may be, including without limitation the payment and performance of all such “Guaranteed Obligations” or “Indebtedness”, as the case may be, with respect to the Obligations of Borrowers now or hereafter existing under or in respect of the Credit Agreement (as amended hereby) and the Notes defined therein.
C. Each Guarantor acknowledges and agrees that any Guaranty to which it is a party or otherwise bound, and each Pledgor acknowledges and agrees that the Pledge Agreement to which it is a party or otherwise bound, shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor and each Pledgor represents and warrants that all representations and warranties contained in the Guaranty and/or the Pledge Agreement, as the case may be, to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date of the effectiveness of this Amendment to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.
D. Each Guarantor and each Pledgor (other than the Borrowers) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor or such Pledgor, as the case may be, is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit
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Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor or such Pledgor to any future amendments to the Credit Agreement.
[Signatures on Next Page]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first written above.
| BORROWERS: | APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation | |||||||
| By: | /s/ Patti K. Fielding | |||||||
| Patti K. Fielding Executive Vice President and Treasurer | ||||||||
| AIMCO PROPERTIES, L.P., a Delaware limited partnership | ||||||||
| By: | AIMCO-GP, INC., | |||||||
| a Delaware corporation | ||||||||
| Its: | General Partner | |||||||
| By: | /s/ Patti K. Fielding | |||||||
| Patti K. Fielding | ||||||||
| Executive Vice President and Treasurer | ||||||||
| AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation | ||||||||
| By: | /s/ Patti K. Fielding | |||||||
| Patti K. Fielding Executive Vice President and Treasurer | ||||||||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
PLEDGORS (for purposes ofSection 6 only):
| APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation, as Pledgor | ||||||||
| By: | /s/ Patti K. Fielding | |||||||
| Patti K. Fielding Executive Vice President and Treasurer | ||||||||
| AIMCO PROPERTIES, L.P., a Delaware limited partnership, as Pledgor | ||||||||
| By: | AIMCO-GP, INC., | |||||||
| a Delaware corporation | ||||||||
| Its: | General Partner | |||||||
| By: | /s/ Patti K. Fielding Executive Vice President and Treasurer | |||||||
| AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation, as Pledgor | ||||||||
| By: | /s/ Patti K. Fielding | |||||||
| Patti K. Fielding Executive Vice President and Treasurer | ||||||||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| AIMCO/IPT, INC., a Delaware corporation, NHP A&R SERVICES, INC., a Virginia corporation NHP REAL ESTATE CORPORATION, a Delaware corporation AIMCO HOLDINGS QRS, INC., a Delaware corporation NHPMN-GP, INC., a Delaware corporation LAC PROPERTIES QRS II INC., a Delaware corporation | ||||
| By: | /s/ Patti K. Fielding | |||
| Patti K. Fielding | ||||
| Executive Vice President and Treasurer | ||||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| AIMCO LP LA, L.P., a Delaware limited partnership | ||||||||||||
| By: | AIMCO LA QRS, Inc., a Delaware corporation | |||||||||||
| Its: | General Partner | |||||||||||
| By: | /s/ Patti K. Fielding | |||||||||||
| Patti K. Fielding Executive Vice President and Treasurer | ||||||||||||
| GP-OP PROPERTY MANAGEMENT, LLC, a Delaware limited liability company | ||||||||||||
| By: | AIMCO Properties, L.P., a Delaware limited partnership, Its: Member | |||||||||||
| By: | AIMCO-GP, Inc., a Delaware corporation, | |||||||||||
| Its: | General Partner | |||||||||||
| By: | /s/ Patti K. Fielding Executive Vice President and Treasurer | |||||||||||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| AIMCO GP LA, L.P., a Delaware limited partnership | ||||||||||
| By: | AIMCO-GP, INC., a Delaware corporation, | |||||||||
| Its: | General Partner | |||||||||
| By: | /s/ Patti K. Fielding | |||||||||
| Patti K. Fielding Executive Vice President and Treasurer | ||||||||||
| LAC PROPERTIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership | ||||||||||
| By: | AIMCO GP LA, L.P., a Delaware limited partnership, | |||||||||
| Its: | General Partner | |||||||||
| By: | AIMCO-GP, INC., a Delaware corporation, | |||||||||
| Its: | General Partner | |||||||||
| By: | /s/ Patti K. Fielding | |||||||||
| Patti K. Fielding Executive Vice President and Treasurer | ||||||||||
| AIC REIT PROPERTIES LLC, a Delaware limited liability company | ||||||||||
| By: | AIMCO Properties, L.P., a Delaware limited partnership, | |||||||||
| Its: | Managing Member | |||||||||
| By: | AIMCO-GP, INC., a Delaware corporation, | |||||||||
| Its: | General Partner | |||||||||
| By: | /s/ Patti K. Fielding | |||||||||
| Patti K. Fielding Executive Vice President and Treasurer | ||||||||||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| AMBASSADOR APARTMENTS, L.P. a Delaware limited partnership | ||||||||||
| By: | AIMCO QRS GP, LLC, a Delaware limited liability company | |||||||||
| Its: | General Partner | |||||||||
| By: | AIMCO Properties, L.P., a Delaware limited partnership, | |||||||||
| Its: | Member | |||||||||
| By: | AIMCO-GP, Inc., a Delaware corporation, | |||||||||
| Its: | General Partner | |||||||||
| By: | /s/ Patti K. Fielding Executive Vice President and Treasurer | |||||||||
| AIMCO HOLDINGS, L.P. a Delaware limited partnership | ||||||||||
| By: | AIMCO Holdings QRS, Inc., a Delaware corporation, | |||||||||
| Its: | General Partner | |||||||||
| By: | /s/ Patti K. Fielding | |||||||||
| Patti K. Fielding Executive Vice President and Treasurer | ||||||||||
| AMBASSADOR FLORIDA PARTNERS LIMITED PARTNERSHIP, a Delaware corporation | ||||||||||
| By: | Ambassador Florida Partners, Inc., a Delaware corporation, | |||||||||
| Its: | General Partner | |||||||||
| By: | /s/ Patti K. Fielding | |||||||||
| Patti K. Fielding Executive Vice President and Treasurer | ||||||||||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| LAC PROPERTIES SUB LLC, a Delaware limited liability company | ||||||||||||
| By: | LAC Properties Operating Partnership, L.P., a Delaware limited partnership, | |||||||||||
| Its: | Member | |||||||||||
| By: | AIMCO GP LA, L.P., a Delaware limited partnership, | |||||||||||
| Its: | General Partner | |||||||||||
| By: | AIMCO-GP, Inc., a Delaware corporation, | |||||||||||
| Its: | General Partner | |||||||||||
| By: | /s/ Patti K. Fielding Executive Vice President and Treasurer | |||||||||||
| LAC PROPERTIES GP I LLC a Delaware limited liability company | ||||||||||||
| By: | LAC Properties Operating Partnership, L.P., a Delaware limited partnership, | |||||||||||
| Its: | Managing Member | |||||||||||
| By: | AIMCO GP LA, L.P., a Delaware limited partnership, | |||||||||||
| Its: | General Partner | |||||||||||
| By: | AIMCO-GP, Inc., a Delaware corporation, | |||||||||||
| Its: | General Partner | |||||||||||
| By: | /s/ Patti K. Fielding Executive Vice President and Treasurer | |||||||||||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
GUARANTORS (for purposes ofSection 6 only):
| AIMCO EQUITY SERVICES, INC., a Virginia corporation AIMCO HOLDINGS QRS, INC., a Delaware corporation AIMCO-LP, INC., a Delaware corporation AIMCO PROPERTIES FINANCE CORP., a Delaware corporation AMBASSADOR I, INC., a Delaware corporation AMBASSADOR VIII, INC., a Delaware corporation ANGELES REALTY CORPORATION II, a California corporation CONCAP EQUITIES, INC., a Delaware corporation NHP A&R SERVICES, INC., a Virginia corporation NHPMN STATE MANAGEMENT, INC., a Delaware corporation NHP MULTI-FAMILY CAPITAL CORPORATION, a District of Columbia corporation AIMCO-GP, INC., a Delaware corporation NHPMN-GP, INC., a Delaware corporation | ||||
| By: | /s/ Patti K. Fielding | |||
| Patti K. Fielding | ||||
| Executive Vice President and Treasurer | ||||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| AIMCO IPLP, L.P., a Delaware limited partnership | ||||||||||
| By: | AIMCO/IPT, Inc., a Delaware corporation | |||||||||
| Its: | General Partner | |||||||||
| By: | /s/ Patti K. Fielding | |||||||||
| Patti K. Fielding Executive Vice President and Treasurer | ||||||||||
| AIMCO HOLDINGS, L.P., a Delaware limited partnership | ||||||||||
| By: | AIMCO Holdings QRS, Inc., a Delaware corporation, | |||||||||
| Its: | General Partner | |||||||||
| By: | /s/ Patti K. Fielding | |||||||||
| Patti K. Fielding Executive Vice President and Treasurer | ||||||||||
| AMBASSADOR CRM FLORIDA PARTNERS LIMITED PARTNERSHIP, a Delaware limited partnership | ||||||||||
| By: | Ambassador Florida Partners Limited Partnership, a Delaware limited partnership | |||||||||
| Its: | General Partner | |||||||||
| By: | Ambassador Florida Partners, Inc., a Delaware limited partnership | |||||||||
| Its: | General Partner | |||||||||
| By: | /s/ Patti K. Fielding | |||||||||
| Patti K. Fielding Executive Vice President and Treasurer | ||||||||||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| AMBASSADOR APARTMENTS, L.P. a Delaware limited partnership | ||||||||||
| By: | AIMCO QRS GP, LLC, a Delaware limited liability company, | |||||||||
| Its: | General Partner | |||||||||
| By: | AIMCO Properties, L.P., a Delaware limited partnership, | |||||||||
| Its: | Member | |||||||||
| By: | AIMCO-GP, Inc., | |||||||||
| a Delaware corporation, | ||||||||||
| Its: | General Partner | |||||||||
| By: | /s/ Patti K. Fielding | |||||||||
| Patti K. Fielding Executive Vice President and Treasurer | ||||||||||
| LAC PROPERTIES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership | ||||||||||
| By: | AIMCO GP LA, L.P., a Delaware limited partnership | |||||||||
| Its: | General Partner | |||||||||
| By: | AIMCO-GP, Inc., a Delaware corporation | |||||||||
| Its: | General Partner | |||||||||
| By: | /s/ Patti K. Fielding Executive Vice President and Treasurer | |||||||||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| GP-OP PROPERTY MANAGEMENT, LLC a Delaware limited liability company | ||||||||||
| By: | AIMCO Properties, L.P., a Delaware limited partnership, | |||||||||
| Its: | Member | |||||||||
| By: | AIMCO-GP, Inc., a Delaware corporation, | |||||||||
| Its: | General Partner | |||||||||
| By: | /s/ Patti K. Fielding | |||||||||
| Patti K. Fielding Executive Vice President and Treasurer | ||||||||||
| NHPMN MANAGEMENT, L.P., a Delaware limited partnership | ||||||||||
| By: | NHPMN-GP, Inc. a Delaware corporation, | |||||||||
| Its: | General Partner | |||||||||
| By: | /s/ Patti K. Fielding | |||||||||
| Patti K. Fielding Executive Vice President and Treasurer | ||||||||||
| NHPMN MANAGEMENT, LLC, a Delaware limited liability company | ||||||||||
| By: | AIMCO/Bethesda Holdings, Inc., a Delaware corporation, | |||||||||
| Its: | Member | |||||||||
| By: | /s/ Patti K. Fielding | |||||||||
| Patti K. Fielding Executive Vice President and Treasurer | ||||||||||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| OP PROPERTY MANAGEMENT, L.P., a Delaware limited partnership | ||||||||||
| By: | NHPMN-GP, Inc., a Delaware corporation | |||||||||
| Its: | Managing General Partner | |||||||||
| By: | /s/ Patti K. Fielding | |||||||||
| Patti K. Fielding Executive Vice President and Treasurer | ||||||||||
| OP PROPERTY MANAGEMENT, LLC, a Delaware limited liability company | ||||||||||
| By: | AIMCO Properties, L.P., a Delaware limited partnership | |||||||||
| Its: | Member | |||||||||
| By: | AIMCO-GP, Inc., a Delaware corporation | |||||||||
| Its: | General Partner | |||||||||
| By: | /s/ Patti K. Fielding | |||||||||
| Patti K. Fielding Executive Vice President and Treasurer | ||||||||||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| LAC PROPERTIES GP I LIMITED PARTNERSHIP, a Delaware limited partnership | ||||||||||||||
| By: | LAC Properties GP I LLC, a Delaware limited liability company | |||||||||||||
| Its: | General Partner | |||||||||||||
| By: | LAC Properties Operating Partnership, L.P., a Delaware limited partnership | |||||||||||||
| Its: | Managing Member | |||||||||||||
| By: | AIMCO GP LA, L.P., a Delaware limited partnership | |||||||||||||
| Its: | General Partner | |||||||||||||
| By: | AIMCO-GP, Inc., a Delaware corporation | |||||||||||||
| Its: | General Partner | |||||||||||||
| By: | /s/ Patti K. Fielding Executive Vice President and Treasurer | |||||||||||||
| LAC PROPERTIES GP II LIMITED PARTNERSHIP, a Delaware limited partnership | ||||||||||||||
| By: | LAC Properties QRS II Inc., a Delaware corporation, | |||||||||||||
| Its: | General Partner | |||||||||||||
| By: | /s/ Patti K. Fielding | |||||||||||||
| Patti K. Fielding Executive Vice President and Treasurer | ||||||||||||||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| BANK OF AMERICA: BANK OF AMERICA, N.A., as Administrative Agent | ||||
| By: | /s/ Kathleen M. Carry | |||
| Name: | Kathleen M. Carry | |||
| Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| BANK OF AMERICA, N.A., as Swing Line Lender, L/C Issuer and as a Lender | ||||
| By: | /s/ James P. Johnson | |||
| Name: | James P. Johnson | |||
| Title: | Senior Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| ALLED IRISH BANKS PLC, as a Lender | ||||||
| By: | /s/ Denise Magyer | |||||
| Name: Denise Magyer | ||||||
| Title: Vice President | ||||||
| By: | /s/ Jim Dennehy | |||||
| Name: Jim Dennehy | ||||||
| Title: Director | ||||||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| DEUTSCHE BANK TRUST COMPANY AMERICAS,as a Lender | ||||||
| By: | /s/ George R. Reynolds | |||||
| Name: George R. Reynolds | ||||||
| Title: Director | ||||||
| By: | /s/ Brenda Casey | |||||
| Name: Brenda Casey | ||||||
| Title: | ||||||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| ERSTE BANK, NEW YORK BRANCH, as a Lender | ||||||
| By: | /s/ Gregory Aptman | |||||
| Name: Gregory Aptman | ||||||
| Title: Associate Director | ||||||
| By: | /s/ Bryan Lynch | |||||
| Name: Bryan Lynch | ||||||
| Title: Managing Director | ||||||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| KEYBANK NATIONAL ASSOCIATION as Syndication Agent and Lender | ||||
| By: | /s/ Kathleen M. Ahern | |||
| Name: | Kathleen M. Ahern | |||
| Title: | Senior Banker | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| MERRILL LYNCH CAPITAL CORPORATION, as a Lender | ||||
| By: | /s/ Don Burkitt | |||
| Name: | Don Burkitt | |||
| Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| SOVEREIGN BANK as a Lender | ||||
| By: | /s/ T. Gregory Donohue | |||
| Name: | T. Gregory Donohue | |||
| Title: | Senior Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| RAYMOND JAMES BANK FSB, as a Lender | ||||
| By: | /s/ Thomas G. Scott | |||
| Name: | Thomas G. Scott | |||
| Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender | ||||
| By: | /s/ Amit Khimji | |||
| Name: | Amit Khimji | |||
| Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| ACCESS INSTITUTIONAL LOAN FUND By: Deerfield Capital Management LLC as its Portfolio Manager, as a Lender | ||||
| By: | /s/ Ken Selle | |||
| Name: | Ken Selle | |||
| Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| AIB Debt Management, Limited, as a Lender | ||||||
| By: | /s/ Denise Magyer | |||||
| Name: Denise Magyer | ||||||
| Title: Vice President, Investment Advisor to | ||||||
| AIB Debt Management, Limited | ||||||
| By: | /s/ Jim Dennehy | |||||
| Name: Jim Dennehy | ||||||
| Title: Director, Investment Advisor to | ||||||
| AIB Debt Management, Limited | ||||||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Atrium III as a Lender | ||||
| By: | /s/ Thomas Flannery | |||
| Name: | Thomas Flannery | |||
| Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Atrium IV as a Lender | ||||
| By: | /s/ Thomas Flannery | |||
| Name: | Thomas Flannery | |||
| Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Aurum CLO 2002-1 Ltd. By: Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc.) As Collateral Manager | ||||||
| By: | /s/ Colleen Cunniffe | |||||
| Name: Colleen Cunniffe | ||||||
| Title: Managing Director | ||||||
| By: | /s/ Ryan Gelrod | |||||
| Name: Ryan Gelrod, CFA | ||||||
| Title: Vice President | ||||||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| BABSON CLO LTD 2003-I BABSON CLO LTD 2005-I BABSON CLO LTD 2005-II BABSON CLO LTD 2005-III BABSON CLO LTD 2006-II BABSON CLO LTD 2007-I SUFFIELD CLO, LIMITED as a Lender By: Babson Capital Management LLC as Collateral Manager | ||||
| By: | /s/ Michael Freno | |||
| Name: | Michael Freno | |||
| Title: | Director | |||
| MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Advisor | ||||
| By: | /s/ Michael Freno | |||
| Name: | Michael Freno | |||
| Title: | Director | |||
| BILL & MELINDA GATES FOUNDATION TRUST By: Babson Capital Management LLC as Investment Advisor | ||||
| By: | /s/ Michael Freno | |||
| Name: | Michael Freno | |||
| Title: | Director | |||
| HAKONE FUND LLC By: Babson Capital Management LLC as Investment Advisor | ||||
| By: | /s/ Michael Freno | |||
| Name: | Michael Freno | |||
| Title: | Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| BALLANTYNE FUNDING LLC as a Lender | ||||
| By: | /s/ Michael Roof | |||
| Name: | Michael Roof | |||
| Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| BEECHER CBNA LOAN FUNDING LLC as a Lender | ||||
| By: | /s/ Richard Newcomb | |||
| Name: | Richard Newcomb | |||
| Title: | Attorney-in-fact | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| BRENTWOOD CLO LTD. By: Highland Capital Management L.P., As Collateral Manager By: Stand Advisors, Inc. Its General Partner as a Lender | ||||
| By: | /s/ Michael Colvin | |||
| Name: | Michael Colvin | |||
| Title: | Secretary, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| BRYN MAWR II CLO, Ltd. By: Deerfield Capital Management LLC as its Collateral Manager, as a Lender | ||||
| By: | /s/ Ken Selle | |||
| Name: | Ken Selle | |||
| Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| BUSHNELL CBNA LOAN FUNDING LLC, for itself or as agent for Bushnell CFPI Loan Funding LLC, as a Lender | ||||
| By: | /s/ Richard Newcomb | |||
| Name: | Richard Newcomb | |||
| Title: | Attorney-in-fact | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Credit Suisse Syndicated Loan Fund, as a Lender | ||||
| By: | /s/ Thomas Flannery | |||
| Name: | Thomas Flannery | |||
| Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| CUMBERLAND II CLO LTD. By: Deerfield Capital Management LLC as its Collateral Manager, as a Lender | ||||
| By: | /s/ Ken Selle | |||
| Name: | Ken Selle | |||
| Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| EASTLAND CLO LTD. By: Highland Capital Management L.P., As Collateral Manager By: Stand Advisors, Inc. Its General Partner as a Lender | ||||
| By: | /s/ Michael Colvin | |||
| Name: | Michael Colvin | |||
| Title: | Secretary, Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| EATON VANCE CDO VIII, LTD. By: Eaton Vance Management As Investment Advisor, as a Lender | ||||
| By: | /s/ Michael B. Botthoff | |||
| Name: | Michael B. Botthoff | |||
| Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| EATON VANCE CDO IX, LTD. By: Eaton Vance Management as Investment Advisor, as a Lender | ||||
| By: | /s/ Michael B. Botthoff | |||
| Name: | Michael B. Botthoff | |||
| Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| EATON VANCE INSTITUTIONAL SENIOR LOAN FUND By: Eaton Vance Management as Investment Advisor as a Lender | ||||
| By: | /s/ Michael B. Botthoff | |||
| Name: | Michael B. Botthoff | |||
| Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| EATON VANCE LIMITED DURATION INCOME FUND By: Eaton Vance Management as Investment Advisor as a Lender | ||||
| By: | /s/ Michael B. Botthoff | |||
| Name: | Michael B. Botthoff | |||
| Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management as Investment Advisor as a Lender | ||||
| By: | /s/ Michael B. Botthoff | |||
| Name: | Michael B. Botthoff | |||
| Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management as Investment Advisor as a Lender | ||||
| By: | /s/ Michael B. Botthoff | |||
| Name: | Michael B. Botthoff | |||
| Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| EATON VANCE VT FLOATING-RATE INCOME FUND By: Eaton Vance Management as Investment Advisor as a Lender | ||||
| By: | /s/ Michael B. Botthoff | |||
| Name: | Michael B. Botthoff | |||
| Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| EMIGRANT REALTY FINANCE LLC, as a Lender | ||||
| By: | /s/ Christine Elvik | |||
| Name: | Christine Elvik | |||
| Title: | Director & Vice President Emigrant Realty Finance | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| FLAGSHIP CLO IV By: Deutsche Investment Management America, Inc. (as successor in interest to Deutsche Asset Management, Inc.) as Collateral Manager | ||||
| By: | /s/ Colleen Cunniffee | |||
| Name: | Colleen Cunniffe | |||
| Title: | Managing Director | |||
| By: | /s/ Ryan Gelrod | |||
| Name: | Ryan Gelrod, CFA | |||
| Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| FOREST CREEK CLO, LTD. By: Deerfield Capital Management LLC as its Collateral Manager, as a Lender | ||||
| By: | /s/ Ken Selle | |||
| Name: | Ken Selle | |||
| Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| GLENEAGLES CLO, LTD. By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., its General Partner as a Lender | ||||
| By: | /s/ Michael Colvin | |||
| Name: | Michael Colvin | |||
| Title: | Secretary Strand Advisors, Inc., General | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Granite Venture I Ltd. By: Stone Tower Debt Advisors LLC., as its Collateral Manager as a Lender | ||||
| By: | /s/ Michael W. Delpercio | |||
| Name: | Michael W. Delpercio | |||
| Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Granite Venture II Ltd. By: Stone Tower Debt Advisors LLC., as its Collateral Manager as a Lender | ||||
| By: | /s/ Michael W. Delpercio | |||
| Name: | Michael W. Delpercio | |||
| Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Granite Venture III Ltd. By: Stone Tower Debt Advisors LLC., as its Collateral Manager as a Lender | ||||
| By: | /s/ Michael W. Delpercio | |||
| Name: | Michael W. Delpercio | |||
| Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Grayson & Co. By: Boston Management and Research, as Investment Advisor | ||||
| By: | /s/ Michael B. Botthoff | |||
| Name: | Michael B. Botthoff | |||
| Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Grayson CLO, LTD. By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., its General Partner as a Lender | ||||
| By: | /s/ Michael Colvin | |||
| Name: | Michael Colvin | |||
| Title: | Secretary Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| H/2 Real Estate CDO 2006-1 Ltd. as a Lender | ||||
| By: | /s/ Robert Dunleavy | |||
| Name: | Robert Dunleavy | |||
| Title: | Chief Operating Officer | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Jasper CLO, LTD. By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., its General Partner as a Lender | ||||
| By: | /s/ Michael Colvin | |||
| Name: | Michael Colvin | |||
| Title: | Secretary Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Landmark II CDO LTD. By: Aladdin Capital Management, LLC, as Manager | ||||
| By: | /s/ William Streeter | |||
| Name: | William Streeter | |||
| Title: | Associate Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Landmark IV CDO LTD. By: Aladdin Capital Management, LLC, as Manager | ||||
| By: | /s/ William Streeter | |||
| Name: | William Streeter | |||
| Title: | Associate Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Latitude CLO I Ltd., as Lender | ||||
| By: | /s/ Kirk Wallace | |||
| Name: | Kirk Wallace | |||
| Title: | Senior Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Liberty CLO, Ltd. By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., its General Partner as a Lender | ||||
| By: | /s/ Michael Colvin | |||
| Name: | Michael Colvin | |||
| Title: | Secretary Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| LightPoint CLO 2004-1, Ltd. | ||||
| By: | /s/ Colin Donlan | |||
| Name: | Colin Donlan | |||
| Title: | Senior Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Linville Funding LLC. as a Lender | ||||
| By: | /s/ M. Cristina Higgins | |||
| Name: | M. Cristina Higgins | |||
| Title: | Assistant Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Loan Star State Trust By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., its General Partner as a Lender | ||||
| By: | /s/ Michael Colvin | |||
| Name: | Michael Colvin | |||
| Title: | Secretary Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| LONG GROVE CLO, LIMITED, By: Deerfield Capital Management, LLC, as its Collateral Manager as a Lender | ||||
| By: | /s/ Ken Selle | |||
| Name: | Ken Selle | |||
| Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Madison Park Funding II, Ltd. as a Lender | ||||
| By: | /s/ Thomas Flannery | |||
| Name: | Thomas Flannery | |||
| Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Market Square CLO, Ltd. By: Deerfield Capital Management, L.P., as Collateral Manager as a Lender | ||||
| By: | /s/ Ken Selle | |||
| Name: | Ken Selle | |||
| Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Muirfield Trading LLC as a Lender | ||||
| By: | /s/ M. Cristina Higgins | |||
| Name: | M. Cristina Higgins | |||
| Title: | Assistant Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Oak Hill Credit Partners II, Limited, as a Lender By: Oak Hill CLO Management II, LLC, as Investment Manager | ||||
| By: | /s/ Scott D. Krase | |||
| Name: | Scott D. Krase | |||
| Title: | Authorized Person | |||
| Oak Hill Credit Partners III, Limited, as a Lender By: Oak Hill CLO Management III, LLC As Investment Manager | ||||
| By: | /s/ Scott D. Krase | |||
| Name: | Scott D. Krase | |||
| Title: | Authorized Person | |||
| SMBC MVI SPC, on behalf of and for the account of Segregated Portfolio No. 1, as a Lender By: Oak Hill Separate Account Management I, LLC., as Investment Manager | ||||
| By: | /s/ Scott D. Krase | |||
| Name: | Scott D. Krase | |||
| Title: | Authorized Person | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Rampart CLO I, Ltd. By: Stone Tower Debt Advisors LLC, as its Collateral Manager as a Lender | ||||
| By: | /s/ Michael W. Delpercio | |||
| Name: | Michael W. Delpercio | |||
| Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Rampart CLO 2007 Ltd. By: Stone Tower Debt Advisors LLC., as its Collateral Manager as a Lender | ||||
| By: | /s/ Michael W. Delpercio | |||
| Name: | Michael W. Delpercio | |||
| Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Rockwall CDO, LTD. By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., its General Partner as a Lender | ||||
| By: | /s/ Michael Colvin | |||
| Name: | Michael Colvin | |||
| Title: | Secretary Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Rosemont CLO, LTD. By: Deerfield Capital Management, LLC as its Collateral Manager as a Lender | ||||
| By: | /s/ Ken Selle | |||
| Name: | Ken Selle | |||
| Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Security Benefit Life Insurance Company as a Lender By: Four Corners Capital Management, LLC, as Sub-Advisor | ||||
| By: | /s/ John Heitkemper | |||
| Name: | John Heitkemper | |||
| Title: | Vice President | |||
| Four Corners CLO 2005-I, LTD. as a Lender By: Four Corners Capital Management, LLC, as Collateral Manager | ||||
| By: | /s/ John Heitkemper | |||
| Name: | John Heitkemper | |||
| Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Senior Debt Portfolio By: Boston Management and Research as Investment Advisor as a Lender | ||||
| By: | /s/ Michael B. Botthoff | |||
| Name: | Michael B. Botthoff | |||
| Title: | Vice President | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Southfork CLO, Ltd. By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., its General Partner as a Lender | ||||
| By: | /s/ Michael Colvin | |||
| Name: | Michael Colvin | |||
| Title: | Secretary Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Steadman CBNA Loan Funding LLC, for itself or as agent for Stedman CFPI Loan Funding LLC as a Lender | ||||
| By: | /s/ Richard Newcomb | |||
| Name: | Richard Newcomb | |||
| Title: | Attorney-in-fact | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Stratford CLO, Ltd. By: Highland Capital Management, L.P., as Collateral Manager By: Strand Advisors, Inc., its General Partner as a Lender | ||||
| By: | /s/ Michael Colvin | |||
| Name: | Michael Colvin | |||
| Title: | Secretary Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Stone Tower CLO II Ltd. By: Stone Tower Debt Advisors LLC, as Collateral Manager as a Lender | ||||
| By: | /s/ Michael W. Delpercio | |||
| Name: | Michael W. Delpercio | |||
| Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Stone Tower CLO III Ltd. By: Stone Tower Debt Advisors LLC, as Collateral Manager as a Lender | ||||
| By: | /s/ Michael W. Delpercio | |||
| Name: | Michael W. Delpercio | |||
| Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Stone Tower CLO IV Ltd. By: Stone Tower Debt Advisors LLC, as Collateral Manager as a Lender | ||||
| By: | /s/ Michael W. Delpercio | |||
| Name: | Michael W. Delpercio | |||
| Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Stone Tower CLO V Ltd. By: Stone Tower Debt Advisors LLC, as Collateral Manager as a Lender | ||||
| By: | /s/ Michael W. Delpercio | |||
| Name: | Michael W. Delpercio | |||
| Title: | Authorized Signatory | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Trumbull THC2 Loan Funding LLC for itself or as agent for Trumbull TCH2 CFPI Loan Funding LLC as a Lender | ||||
| By: | /s/ Richard Newcomb | |||
| Name: | Richard Newcomb | |||
| Title: | Attorney-in-fact | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Venture II CDO Limited By: its Investment advisor MJX Asset Management LLC, as a Lender | ||||
| By: | /s/ Michael G. Regan | |||
| Name: | Michael G. Regan | |||
| Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Venture III CDO Limited By: its Investment advisor MJX Asset Management LLC, as a Lender | ||||
| By: | /s/ Michael G. Regan | |||
| Name: | Michael G. Regan | |||
| Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Venture IV CDO Limited By: its Investment advisor MJX Asset Management LLC, as a Lender | ||||
| By: | /s/ Michael G. Regan | |||
| Name: | Michael G. Regan | |||
| Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Venture V CDO Limited By: its Investment advisor MJX Asset Management LLC, as a Lender | ||||
| By: | /s/ Michael G. Regan | |||
| Name: | Michael G. Regan | |||
| Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Venture VIII CDO Limited By: its Investment advisor MJX Asset Management LLC, as a Lender | ||||
| By: | /s/ Michael G. Regan | |||
| Name: | Michael G. Regan | |||
| Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Vista Leveraged Income Fund By its Investment advisor MJX Asset Management LLC, as a Lender | ||||
| By: | /s/ Michael G. Regan | |||
| Name: | Michael G. Regan | |||
| Title: | Managing Director | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)
| Westchester CLO, Ltd. By: Highland Capital Management, L.P., as Servicer By: Strand Advisors, Inc., its General Partner as a Lender | ||||
| By: | /s/ Michael Colvin | |||
| Name: | Michael Colvin | |||
| Title: | Secretary Strand Advisors, Inc., General Partner of Highland Capital Management, L.P. | |||
(Third Amendment to Amended and Restated Senior Secured Credit Agreement)