EXECUTION COUNTERPART
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
AMENDMENT NO. 2 (this "Amendment") dated as of
September 21, 1993 among TEXAS GENERATING COMPANY, a Texas
corporation ("TGC"), TEXAS GENERATING COMPANY II, a Texas
corporation ("TGC II"), TEXAS-NEW MEXICO POWER COMPANY, a Texas
corporation ("TNP"), the financial institutions listed on the
signature pages hereto under the caption "Unit 1 Banks" (the
"Unit 1 Banks") and the financial institutions listed on the
signature pages hereto under the caption "Unit 2 Banks" (the
"Unit 2 Banks") and THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION) ("Chase"), in its several capacities as agent for
the Unit 1 Banks (in such capacity, together with its successors
in such capacity, the "Unit 1 Credit Agent"), as agent for the
Unit 2 Banks (in such capacity, together with its successors in
such capacity, the "Unit 2 Credit Agent") and as collateral agent
for the Unit 1 Banks and the Unit 2 Banks (the "Collateral
Agent").
Recitals
A. Certain of the parties hereto are parties to the
Intercreditor and Nondisturbance Agreement dated as of October 1,
1988 (as amended by Amendment No. 1 referred to below, the
"Intercreditor Agreement") recorded in Volume 521 at Page 458 of
the Public Records of Robertson County, Texas, as amended by
Amendment No. 1 to the Intercreditor and Nondistribution
Agreement dated as of January 8, 1992 ("Amendment No. 1")
recorded in Volume 573 at Page 423 of the Public Records of
Robertson County, Texas.
B. Unless otherwise defined herein, capitalized terms
used herein but not otherwise defined herein shall have the
meanings ascribed to such terms in the Intercreditor Agreement.
C. TNP, TGC, the Unit 1 Banks and the Unit 1 Credit
Agent have entered into Amendment No. 1 dated as of September 21,
1993 (the "Unit 1 First Amendment") to the Unit 1 Credit
Agreement (as amended by the Unit 1 First Amendment, the "Unit 1
Credit Agreement").
D. TNP, TGC II, the Unit 2 Banks and the Unit 2
Credit Agent have entered into Amendment No. 1 dated as of
September 21, 1993 (the "Unit 2 First Amendment") to the Unit 2
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 1>
Credit Agreement (as amended by the Unit 2 First Amendment, the
"Unit 2 Credit Agreement" and, together with the Unit 1 Credit
Agreement, the "Credit Agreements" or, individually, a "Credit
Agreement").
E. On January 27, 1992, TNP purchased certain loans
under the Credit Agreements as then in effect, from the Project
Creditors. Upon such purchase, the loans so purchased under each
Credit Agreement as then in effect automatically were converted
into the Replacement Loans (as defined in each Credit Agreement
as then in effect) evidenced by the Replacement Notes (such
Replacement Notes as defined in and issued under each Credit
Agreement as then in effect; as used herein such Replacement
Loans and Replacement Notes are referred to as the "First
Replacement Loans" and the "First Replacement Notes",
respectively). TNP pledged the First Replacement Notes to IBJ
Schroder Bank & Trust Company, as trustee (in such capacity,
together with its successors in such capacity, the "First
Debenture Trustee") under the Indenture and Security Agreement
dated as of January 15, 1992 between the First Debenture Trustee
and TNP. In connection with such pledge, the First Debenture
Trustee signed the Instrument of Adoption attached as Exhibit G
to each of the Credit Agreements as then in effect agreeing,
among things, to be bound by the provisions of the Intercreditor
Agreement.
F. Under the Unit 1 Credit Agreement, TNP will
purchase certain loans from the Unit 1 Banks. Upon such
purchase, the loans so purchased under the Unit 1 Credit
Agreement automatically will be converted into a Second
Replacement Loan evidenced by a Second Replacement Note (such
Second Replacement Note as defined in and issued under the Unit 1
Credit Agreement, the "Second Replacement Note").
G. TNP will pledge the Second Replacement Note to IBJ
Schroder Bank & Trust Company, as trustee (in such capacity,
together with its successors in such capacity, the "Second
Debenture Trustee") under the Indenture and Security Agreement
dated as of September 15, 1993 (the "Second Secured Debenture
Indenture") between the Second Debenture Trustee and TNP. In
connection with such pledge, the Second Debenture Trustee will
sign an Instrument of Adoption, substantially in the form of
Exhibit G to the Unit 1 Credit Agreement agreeing, among other
things, to be bound by the provisions of the Intercreditor
Agreement.
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 2>
H. Under the Unit 1 Credit Agreement TNP may purchase
additional loans. Upon such purchase, the loans so purchased
will be automatically converted into Subsequent Replacement Loans
(as defined in the Unit 1 Credit Agreement) evidenced by
Subsequent Replacement Notes (as defined in and as contemplated
by the Unit 1 Credit Agreement; as used herein such Subsequent
Replacement Notes are referred to as the "Unit 1 Subsequent
Replacement Notes").
I. Under the Unit 2 Credit Agreement TNP may purchase
additional loans. Upon such purchase, the loans so purchased
will be automatically converted into Subsequent Replacement Loans
(as defined in the Unit 2 Credit Agreement) evidenced by
Subsequent Replacement Notes (as defined in and as contemplated
by the Unit 2 Credit Agreement; as used herein such Subsequent
Replacement Notes are referred to as the "Unit 2 Subsequent
Replacement Notes" (the First Replacement Notes, the Second
Replacement Note, the Unit 1 Subsequent Replacement Notes and the
Unit 2 Subsequent Replacement Notes are referred to herein as the
"Replacement Notes" and each is referred to herein as a
"Replacement Note")).
J. TNP may pledge Unit 1 Subsequent Replacement Notes
or Unit 2 Subsequent Replacement Notes to a Subsequent Debenture
Trustee (as defined in each Credit Agreement; as referred to
herein, a "Subsequent Debenture Trustee"). In connection with,
and as a condition of, such pledge, the Subsequent Debenture
Trustee will sign an Instrument of Adoption, substantially in the
form of Exhibit G to the Unit 1 Credit Agreement or the Unit 2
Credit Agreement, as applicable.
K. The parties hereto desire to amend the
Intercreditor Agreement, among other things, in respect of
certain rights and obligations of the Second Debenture Trustee,
as the pledgee of the Second Replacement Note, thereunder and in
respect of certain rights and obligations of any Subsequent
Debenture Trustee (as defined in each Credit Agreement and which
for purposes of the Unit 1 Credit Agreement or the Unit 2 Credit
Agreement could include the Second Debenture Trustee, as the
pledgee of Unit 1 Subsequent Replacement Notes or Unit 2
Subsequent Replacement Notes), as the pledgee of any Subsequent
Replacement Note (as defined in each Credit Agreement),
thereunder.
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 3>
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendments.
(a) The word "First" will be added before each
occurrence of the phrases "Debenture Trustee" and "Replacement
Note Holder" in the definition of the "Unit 1 Banks".
(b) The Second Debenture Trustee, as a Replacement
Note Holder of the Second Replacement Note (under and as defined
in the Unit 1 Credit Agreement), and any Subsequent Debenture
Trustee (under and as defined in Unit 1 Credit Agreement), as a
Replacement Note Holder of a Subsequent Replacement Note (under
and as defined in the Unit 1 Credit Agreement and which for
purposes of the Unit 1 Credit Agreement could include the Second
Debenture Trustee, as pledgee of the Unit 1 Subsequent
Replacement Notes) shall be included in the definition of the
"Unit 1 Banks". Any Subsequent Debenture Trustee (under and as
defined in the Unit 2 Credit Agreement), as a Replacement Note
Holder of a Subsequent Replacement Note (under and as defined in
the Unit 2 Credit Agreement and which for purposes of the Unit 2
Credit Agreement could include the Second Debenture Trustee, as
pledgee of the Unit 2 Subsequent Replacement Notes) shall be
included in the definition of "Unit 2 Banks".
(c) Section 1(a) of the Intercreditor Agreement is
amended by deleting in its entirety the last sentence thereof and
inserting in lieu thereof the following:
"This Section 1(a) shall not, however, in any way limit
the right of a Debenture Trustee (as defined in either
Credit Agreement) who is an 'indenture trustee' as
defined in Section 303 of the Trust Indenture Act of
1939, as amended (a "Qualified Trustee") and, following
the transfer of a Replacement Note upon the exercise of
remedies by such Qualified Trustee, any transferee of
such Replacement Note, to file or join in the filing of
any petition or commence any proceeding or case seeking
reorganization, bankruptcy, receivership, trusteeship,
liquidation or insolvency of TNP in respect of any
obligation of TNP other than its failure to pay amounts
owing or perform other obligations under the Credit
Agreements, the Replacement Notes (as defined in either
Credit
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 4>
Agreement) or any Project Document (as defined in either Credit
Agreement).".
(d) Section 2(b) of the Intercreditor Agreement is
amended by deleting in its entirety the last sentence thereof and
inserting in lieu thereof the following:
"Notwithstanding anything to the contrary contained
herein, in the event that a Qualified Trustee shall at
any time become the Collateral Agent hereunder, its
duties and obligations in its capacity as Collateral
Agent (except its obligation to consent to the partial
release granted by the Unit 1 Credit Agreement or the
Unit 2 Credit Agent in accordance with the Facility
Purchase Agreements (as defined in each Credit
Agreement)) shall be subject to qualifications,
conditions and limitations to the same effect as those
set forth in Article Six and Sections 904 and 1106 of
the First Secured Debenture Indenture with respect to
the duties and obligations of the First Debenture
Trustee, and any of such Qualified Trustees shall be
under no obligation to take any action as Collateral
Agent except under circumstances in which it would be
required to take action in its capacity as a Qualified
Trustee.".
(e) Section 2(g) of the Intercreditor Agreement is
amended by inserting at the end of the second sentence the
following:
"; provided, that, in the event that the Collateral
Agent shall receive from any transferee or assignee of
any such promissory note a certified copy of the
instrument of transfer, (in the case of a Replacement
Note) evidence of the registry of such Replacement Note
in the Register (as defined in each Credit Agreement)
and such other evidence of effective transfer of such
promissory note in accordance with the terms and
conditions of the Credit Agreements as the Collateral
Agent shall reasonably request, then such assignee or
transferee shall be treated as the owner of such
promissory note for all purposes hereunder.".
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 5>
(f) Section 2(h) of the Intercreditor Agreement is
amended by deleting such Section in its entirety and inserting in
lieu thereof the following:
"(h) Rights as Project Creditor. With respect to its
Commitments and Loans (as defined in either Credit
Agreement) the Collateral Agent shall have the same
rights and powers hereunder as any other Project
Creditor and may exercise the same as though it were
not the Collateral Agent, the Unit 1 Credit Agent, the
Unit 2 Credit Agent or Agent under any of the other
Collateral Documents, and the terms "Unit 1 Banks,"
"Unit 2 Banks" and "Project Creditors" shall, unless
the context otherwise indicates, include the Collateral
Agent in its capacity in which it holds its Commitments
and Loans (as so defined), so long as the Collateral
Agent holds Commitments or Loans (as so defined).".
(g) Section 3(b) of the Intercreditor Agreement is
amended by (i) inserting the phrase "(as defined in either Credit
Agreement)" after the word "Loans" and (ii) deleting the proviso
in the second sentence thereof and inserting in lieu thereof the
following:
"provided, that, (i) so long as a Qualified Trustee
shall be a Replacement Note Holder (as defined in
either Credit Agreement), whether as pledgee of a
Replacement Note or as the legal and beneficial owner
thereof following a foreclosure or other exercise of
remedies by such Qualified Trustee with respect
thereto, the obligations of such Qualified Trustee as a
Project Creditor under this Section 3(b) shall be
limited to, and solely payable out of, amounts paid by
TNP, TGC and/or TGC II to such Qualified Trustee under
the Credit Agreements or any other Project Document (as
defined in either Credit Agreement) that such Qualified
Trustee shall not have theretofore applied pursuant to
the applicable Secured Debenture Indenture (as defined
in the Credit Agreements) for any purpose other than
the payment of amounts owing under this Section 3(b)
and (ii) in the case of any Replacement Note Holder
(other than a Qualified Trustee in its capacity as
trustee) acquiring a Replacement Note upon a
foreclosure or exercise of remedies by a Qualified
Trustee with respect thereto, the obligations of such
AMENDMENT NO. 2 TO INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 6>
Replacement Note Holder under this Section 3(b) shall be limited
to obligations arising from and after the date on which it shall
have acquired such Replacement Note.".
(h) Section 4(a)(i) of the Intercreditor Agreement is
amended by inserting the word "First" before the term "Debenture
Trustee" each time it appears.
2. Title Insurance. Section 5 of the Intercreditor
Agreement is amended by adding a new Section 5(m) to read as
follows:
"The Banks (under and as defined in each Credit
Agreement) waive any rights they may have under any
Project Document (as defined in either Credit
Agreement) to receive any title insurance proceeds from
any title insurance policy then in effect for the
benefit of any Replacement Note Holder (as defined in
either Credit Agreement) and each Replacement Note
Holder waives any rights it may have under any Project
Document (as defined in either Credit Agreement) to
receive any title insurance proceeds from any title
insurance policy then in effect for the benefit of the
Banks (as so defined).".
3. Pledge of Replacement Notes. Each of the
undersigned consents to the pledge of the Second Replacement Note
by TNP to the Second Debenture Trustee and acknowledges that,
upon such pledge, such Second Debenture Trustee shall be entitled
to all of the rights and benefits of a Project Creditor under the
Intercreditor Agreement. Each of the undersigned consents to the
pledge of each Replacement Note (as defined in each Credit
Agreement) by TNP to a Subsequent Debenture Trustee (as defined
in each Credit Agreement) and acknowledges that upon such pledge,
such Subsequent Debenture Trustee shall be entitled to all of the
rights and benefits of a Project Creditor under the Intercreditor
Agreement, as amended.
4. Transaction Consent. Each of the undersigned
consents to the execution, delivery and performance by the Unit 1
Agent, the Unit 2 Agent and the Collateral Agent of this
Agreement, the Unit 1 First Amendment, the Unit 2 First
Amendment, the Facility Purchase Agreement Amendment No. 1 (as
defined in the Unit 2 Credit Agreement), the TNP Second Lien
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 7>
Mortgage Modification No. 2 (as defined in each Credit
Agreement), the First Amendment TGC Mortgage Modifications (as
defined in the Unit 1 Credit Agreement), the First Amendment
TGC II Mortgage Modifications (as defined in the Unit 2 Credit
Agreement) and each other Project Document to which such Person
is or is intended to be a party; provided, that, each of the
undersigned accepts for all purposes under this Intercreditor
Amendment and the Project Documents (as defined in each Credit
Agreement), the First Debenture Trustee Consent (as defined in
each Credit Agreement) as evidence of the approval of the First
Debenture Trustee of the First Amendment (as defined in each
Credit Agreement) and, without limiting the foregoing acceptance,
agrees that a consent to substantially the same effect, mutatis
mutandis, as the First Debenture Trustee Consent (as so defined)
or a consent of a Qualified Trustee to substantially the same
effect, mutatis mutandis, as the First Debenture Trustee Consent
(as so defined) with respect to any amendment, modification or
supplement to either Credit Agreement shall be effective for all
purposes under this Intercreditor Agreement and the Project
Documents (as so defined) to evidence the approval of the First
Debenture Trustee or any other Qualified Trustee of such
amendment, modification or supplement.
5. Headings. The headings of the various sections of
this Amendment for convenience of reference only, do not
constitute a part hereof and shall not be interpreted or
construed to affect the meanings or construction of any
provisions hereof.
6. Counterparts. This Amendment may be executed in
any number of counterparts, all of which taken together shall
constitute one and the same instrument and any of the parties
hereto may execute this Amendment by signing any such
counterpart.
7. Effectiveness. This Amendment shall become
effective upon the Section 3 Effective Date (as defined in the
Unit 1 Credit Agreement) if signed by each of the parties hereto
on or before such date. Except as expressly amended hereby, the
Intercreditor Agreement shall continue in full force and effect
in accordance with the terms thereof.
8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW
YORK.
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 8>
IN WITNESS WHEREOF, each of the undersigned has caused
this Amendment to be duly executed and delivered as of the date
first above written.
TEXAS GENERATING COMPANY
By: \s\ D. R. Barnard
Title:
President
TEXAS GENERATING COMPANY II
By: \s\ D. R. Barnard
Title:
President
TEXAS-NEW MEXICO POWER COMPANY
By: \s\ D. R. Barnard
Title:
D. R. Barnard
Vice President
and Chief Financial Officer
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), in its
several capacities as
Collateral Agent, the Unit 1
Credit Agent and the Unit 2
Credit Agent
By: \s\ Bettylou J. Robert
Title:
Vice President
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 9>
STATE OF New York )
)
COUNTY OF New York )
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared \s\ D. R. Barnard ,
President of TEXAS GENERATING COMPANY, a Texas corporation,
known to me to be the person and officer whose name is subscribed
to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein
expressed, and in the capacity or capacities therein stated, and
as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 28th day of
September , 1993.
\s\ Aisha Piracha
Notary Public, State of New York
(NOTARIAL SEAL)
My Commission Expires: 11/16/94
Aisha Piracha
Notary Public, State of New York
No. 5004499
Qualified in New York county
Certificated Filed in New York City
Commission Expires November 16, 1994
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 10>
STATE OF New York )
)
COUNTY OF New York )
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared D. R. Barnard ,
President of TEXAS GENERATING COMPANY II, a Texas
corporation, known to me to be the person and officer whose name
is subscribed to the foregoing instrument, and acknowledged to me
that he executed the same for the purposes and consideration
therein expressed, and in the capacity or capacities therein
stated, and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 28th day of
September , 1993.
\s\ Aisha Piracha
Notary Public, State of New York
(NOTARIAL SEAL)
My Commission Expires:11/16/94
Aisha Piracha
Notary Public, State of New York
No. 5004499
Qualified in New York county
Certificated Filed in New York City
Commission Expires November 16, 1994
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 11>
STATE OF New York )
)
COUNTY OF New York )
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared D. R. Barnard ,
Sector Vice President of TEXAS-NEW MEXICO POWER COMPANY, a Texas
corporation, known to me to be the person and officer whose name
is subscribed to the foregoing instrument, and acknowledged to me
that he executed the same for the purposes and consideration
therein expressed, and in the capacity or capacities therein
stated, and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 28th day of
September , 1993.
\s\ Aisha Piracha
Notary Public, State of New York
(NOTARIAL SEAL)
My Commission Expires:11/16/94
Aisha Piracha
Notary Public, State of New York
No. 5004499
Qualified in New York county
Certificated Filed in New York City
Commission Expires November 16, 1994
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 12>
STATE OF New York )
)
COUNTY OF New York )
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Bettylou J. Robert ,
Vice President of THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), a national banking association, as Collateral
Agent, as Unit 1 Credit Agent and as Unit 2 Credit Agent, known
to me to be the person and officer whose name is subscribed to
the foregoing instrument, and acknowledged to me that he executed
the same for the purposes and consideration therein expressed,
and in the capacity or capacities therein stated, and as the act
and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September , 1993.
\s\ Patricia E. Martin
Notary Public, State of _________
(NOTARIAL SEAL)
My Commission Expires:___________
Patricia E. Martin
Notary Public, State of New York
No. 52-01MA4995914
Qualified in Suffolk County
Commission Expires May 5, 1994
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 13>
UNIT 1 BANKS:
THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION)
By:\s\ Bettylou J. Robert
Title: BETTYLOU J. ROBERT
VICE PRESIDENT
STATE OF New York )
)
COUNTY OF New York )
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Bettylou J. Robert ,
Vice President of THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), a national banking association, known to me to be
the person and officer whose name is subscribed to the foregoing
instrument, and acknowledged to me that he executed the same for
the purposes and consideration therein expressed, and in the
capacity or capacities therein stated, and as the act and deed of
said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September , 1993.
\s\ Patricia E. Martin
Notary Public, State of _________
(NOTARIAL SEAL)
My Commission Expires:___________
Patricia E. Martin
Notary Public, State of New York
No. 52-01MA4995914
Qualified in Suffolk County
Commission Expires May 5, 1994
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 14>
ABN AMRO BANK N.V., HOUSTON AGENCY
By: \s\ Michael A. Tribolet
Title: Vice President
By:__________________________
Title:
STATE OF Texas )
)
COUNTY OF Harris )
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Michael A. Tribolet ,
V. P. of ABN AMRO BANK N.V., HOUSTON AGENCY, a
______________ corporation, known to me to be the person and
officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed, and in the capacity or
capacities therein stated, and as the act and deed of said
corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September , 1993.
\s\ Deborah B. Hall
Notary Public, State of Texas
(NOTARIAL SEAL)
Deborah B. Hall
My Commission Expires
January 26, 1996
My Commission Expires:___________
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 15>
ABN AMRO BANK N.V., HOUSTON AGENCY
By: \s\ C. Lipshutz
Title: Vice President
By:__________________________
Title:
STATE OF Texas )
)
COUNTY OF Harris )
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Cheryl Lipshutz ,
Vice President of ABN AMRO BANK N.V., HOUSTON AGENCY, a
______________ corporation, known to me to be the person and
officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed, and in the capacity or
capacities therein stated, and as the act and deed of said
corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September , 1993.
\s\ Deborah B. Hall
Notary Public, State of Texas
(NOTARIAL SEAL)
My Commission Expires: 1/26/96
Deborah B. Hall
My Commission Expires
January 26, 1996
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 16>
BANK OF AMERICA NT & SA
By: \s\ Mark F. Milner
Title: Vice President
STATE OF California )
)
COUNTY OF Los Angeles)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Mark F. Milner ,
Vice President of BANK OF AMERICA NT & SA, a national baking
association known to me to be the person and officer whose name
is subscribed to the foregoing instrument, and acknowledged to me
that he executed the same for the purposes and consideration
therein expressed, and in the capacity or capacities therein
stated, and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September , 1993.
\s\ David Miller
Notary Public, State of California
(NOTARIAL SEAL)
My Commission Expires:Sept. 2, 1995
Davis H. Miller
Notory Public California
Los Angeles County
My Comm Expires Sept. 2, 1995
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 17>
THE BANK OF NEW YORK
By:\s\ Michael F. Donohue, Jr.
Title: Senior Vice President
STATE OF New York )
)
COUNTY OF New York )
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Michael F. Donohue, Jr. ,
Sr. V.P.________ of THE BANK OF NEW YORK, a New York
corporation, known to me to be the person and officer whose name
is subscribed to the foregoing instrument, and acknowledged to me
that he executed the same for the purposes and consideration
therein expressed, and in the capacity or capacities therein
stated, and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September , 1993.
\s\ Diane M. Castoria
Notary Public, State of New York
(NOTARIAL SEAL)
My Commission Expires:6/10/96
Diane M. Castoria
Notory Public, State of New York
No. 41-4982708
Qualified in Queens County
Commission Expires June 10, 1996
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 18>
THE BANK OF NOVA SCOTIA
By:\s\ A. S. Norsworthy______
Title : Assistant Agent
STATE OF Georgia____)
)
COUNTY OF Fulton____)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared A. S. Norsworthy_______________,
Assistant Agent__ of THE BANK OF NOVA SCOTIA, a Canadian______
corporation, known to me to be the person and officer whose name
is subscribed to the foregoing instrument, and acknowledged to me
that he executed the same for the purposes and consideration
therein expressed, and in the capacity or capacities therein
stated, and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 30th day of
September, 1993.
\s\ S. Miolla ___________________
Notary Public, State of Georgia
(NOTARIAL SEAL)
My Commission Expires:Feb. 15, 1994
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 19>
CREDIT SUISSE
By:\s\ Cirincione____________
Title: Guy R. Cirincione
Member of Senior Management
By:\s\ A. Leon_______________
Title: A. Leon, Associate
STATE OF New York )
)
COUNTY OF New York )
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Mr. Guy Cirincione and ________,
Mr. Andrew Leon of CREDIT SUISSE, a banking corporation,
known to me to be the person and officer whose name is subscribed
to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein
expressed, and in the capacity or capacities therein stated, and
as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September ____, 1993.
\s\ Donna A. Singer______________
Notary Public, State of New York_
(NOTARIAL SEAL)
My Commission Expires:___________
Donna A. Singer
Notary Public, State of New York
No. 4898345
Qualified in New York County
Commission Expires June 15, 1995
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 20>
CREDIT SUISSE
By:\s\ Cirincione
Title: Guy R. Cirincione
Member of Senior Management
By:\s\ PP Leon_______________
Title: A. Leon, Associate
STATE OF New York___)
)
COUNTY OF New York__)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Mr. Guy Cirincione and ________,
Mr. Andrew Leon__ of CREDIT SUISSE, a banking_______ corporation,
known to me to be the person and officer whose name is subscribed
to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein
expressed, and in the capacity or capacities therein stated, and
as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September ______, 1993.
\s\ Donna A Singer_______________
Notary Public, State of New York
(NOTARIAL SEAL)
My Commission Expires:June 15, 1995
Donna A. Singer
Notary Public, State of New York
No. 4898345
Qualified in New York County
Commission Expires June 15, 1995
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 21>
FLEET BANK OF MASSACHUSETTS, N.A.
By:\s\ Christopher Sotir______
Title: Assistant Vice President
STATE OF Massachusetts)
)
COUNTY OF ____________)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Christopher Sotir______________,
Assistant Vice President of FLEET BANK OF MASSACHUSETTS, N.A., a
national banking association, known to me to be the person and
officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed, and in the capacity or
capacities therein stated, and as the act and deed of said
corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 28th day of
September , 1993.
\s\ Notary
Notary Public, State of Massachusetts
(NOTARIAL SEAL)
My Commission Expires:Nov. 20, 1998
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 22>
NATIONSBANK OF TEXAS, N.A.
By:\s\ Vincent Liberio________
Title: SVP
STATE OF Texas______)
)
COUNTY OF Tarrant___)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Vincent Liberio________________,
SVP______________ of NATIONSBANK OF TEXAS, N.A., a national
banking association, known to me to be the person and officer
whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed, and in the capacity or
capacities therein stated, and as the act and deed of said
corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September_______, 1993.
\s\ Janet Luedtke________________
Notary Public, State of Texas
(NOTARIAL SEAL)
My Commission Expires:May 5, 1996
Janet Luedtke
Notary Public
State of Texas
My comm. Exp. 05-05-96
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 23>
LEHMAN COMMERCIAL PAPER INC.
By:\s\ Christopher R. Ryan
Title: Authorized Signatory
STATE OF New York )
)
COUNTY OF New York )
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Christopher R. Ryan __________,
Authorized Signatory of LEHMAN COMMERCIAL PAPER INC., a New
York__________ corporation, known to me to be the person and
officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed, and in the capacity or
capacities therein stated, and as the act and deed of said
corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 28th day of
September ______, 1993.
\s\ Lisa Raggi___________________
Notary Public, State of New York_
(NOTARIAL SEAL)
My Commission Expires:12-16-93___
Lisa Raggi
Notary Public, State of New York
No. 60-4989831
Qualified in Westchester County
Commission Expires 12-16-93
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 24>
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
By:\s\ Mary C. Arnold_________
Title: Vice President
STATE OF Texas_____)
)
COUNTY OF Harris____)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Mary C. Arnold_________________,
Vice President___ of TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a
national banking association, known to me to be the person and
officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed, and in the capacity or
capacities therein stated, and as the act and deed of said
corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September ______, 1993.
\s\ Carole Lott__________________
Notary Public, State of Texas____
(NOTARIAL SEAL)
My Commission Expires:11/30/96___
Carole Lott
Notary Public, State of Texas
My commission Expires 11-30-96
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 25>
UNION BANK
By:\s\ Peter R. Saggau________
Title: Vice President
STATE OF California_)
)
COUNTY OF Los Angeles)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Peter R. Saggau________________,
Vice President___ of UNION BANK, a California____ corporation,
known to me to be the person and officer whose name is subscribed
to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein
expressed, and in the capacity or capacities therein stated, and
as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September_______, 1993.
\s\ Bednahrin Badal______________
Notary Public, State of California
(NOTARIAL SEAL)
My Commission Expires:May 9, 1994
Official Seal
Bednahrin Badal
Notary Public - California
Principal Office in
Los Angeles County
My Commission Expired May 9, 1994.
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 26>
WESTPAC BANKING CORPORATION
By:\s\ Joseph Rubino_______
Title: VP
STATE OF New York___)
)
COUNTY OF New York__)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Joseph Rubino__________________,
Vice President___ of WESTPAC BANKING CORPORATION, a
Australia_____ corporation, known to me to be the person and
officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed, and in the capacity or
capacities therein stated, and as the act and deed of said
corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September ______, 1993.
\s\ Patricia A. Steigerwald______
Notary Public, State of New York_
(NOTARIAL SEAL)
My Commission Expires:6/30/94____
Patricia A. Steigerwald
Notary Public, State of New York
No. 30-4714250
Qualified in Nassau County
Commission Expires June 30, 1994
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 27>
UNIT 1 VOTING PARTICIPANTS:
THE HONGKONG AND SHANGHAI
BANKING CORPORATION LIMITED
By:\s\ John A. Van Slyke______
Title: Assistant Vice Pres.
STATE OF Texas______)
)
COUNTY OF Harris____)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared John A. Van Slyke______________,
Asst. Vice President of THE HONGKONG AND SHANGHAI BANKING
CORPORATION LIMITED, a Hong Kong_____ corporation, known to me to
be the person and officer whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the
same for the purposes and consideration therein expressed, and in
the capacity or capacities therein stated, and as the act and
deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September ______, 1993.
\s\ Celeta L. Carr_______________
Notary Public, State of Texas____
(NOTARIAL SEAL)
My Commission Expires:9-12-94
Celeta L. Carr
Notary Public, State of Texas
My commission Expires 9-12-94
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 28>
Z-LANDERBANK BANK AUSTRIA A.G.
By:\s\ Kevin McGinn___________
Title: SVP
By:\s\ Peter Scharf___________
Title: AVP
STATE OF New York___)
)
COUNTY OF New York__)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Kevin B. McGinn________________,
Senior Vice Pres. of Z-LANDERBANK BANK AUSTRIA A.G., a
Austrian____ corporation, known to me to be the person and
officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed, and in the capacity or
capacities therein stated, and as the act and deed of said
corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September_______, 1993.
\s\ Maria F. Cicirelli___________
Notary Public, State of New York_
(NOTARIAL SEAL)
My Commission Expires:4/30/95
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 29>
Z-LANDERBANK BANK AUSTRIA A.G.
By:\s\ Kevin McGinn
Title: SVP
By:\s\ Peter Scharf
Title: AVP
STATE OF New York___)
)
COUNTY OF New York__)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Peter Scharf ,
Asst. Vice Pres. of Z-LANDERBANK BANK AUSTRIA A.G., a Austrian
corporation, known to me to be the person and officer whose name
is subscribed to the foregoing instrument, and acknowledged to me
that he executed the same for the purposes and consideration
therein expressed, and in the capacity or capacities therein
stated, and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September_______, 1993.
\s\ Maria F. Cicinelli___________
Notary Public, State of New York_
(NOTARIAL SEAL)
My Commission Expires:4/30/95____
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 30>
UNIT 2 BANKS:
THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION)
By:\s\ Bettylou J. Robert
Title: Vice President
STATE OF New York )
)
COUNTY OF New York)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Bettylou J. Robert_____________,
Vice President___ of THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), a national banking association, known to me to be
the person and officer whose name is subscribed to the foregoing
instrument, and acknowledged to me that he executed the same for
the purposes and consideration therein expressed, and in the
capacity or capacities therein stated, and as the act and deed of
said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September ______, 1993.
\s\ Patricia E. Martin___________
Notary Public, State of New York_
(NOTARIAL SEAL)
My Commission Expires:_May 5, 1994
Patricia E. Martin
Notary Public, State of New York
No. 52-01ma4995914
Qualified in Suffolk County
Commission Expires May 5, 1994
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 31>
ABN AMRO BANK N.V., HOUSTON AGENCY
By:\s\ Michael A. Tribolet____
Title: Vice President
By:___________________________
Title:
STATE OF Texas______)
)
COUNTY OF Harris____)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Michael A. Tribolet____________,
Vice President___ of ABN AMRO BANK N.V., HOUSTON AGENCY, a
______________ corporation, known to me to be the person and
officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed, and in the capacity or
capacities therein stated, and as the act and deed of said
corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September_______, 1993.
\s\ Deborah B. Hall______________
Notary Public, State of Texas____
(NOTARIAL SEAL)
My Commission Expires:1/26/96____
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 32>
ABN AMRO BANK N.V., HOUSTON AGENCY
By:\s\ C. Lipshutz____________
Title:V P
By:___________________________
Title:
STATE OF Texas______)
)
COUNTY OF Harris____)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Cheryl Lipshutz________________,
V.P._____________ of ABN AMRO BANK N.V., HOUSTON AGENCY, a
______________ corporation, known to me to be the person and
officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed, and in the capacity or
capacities therein stated, and as the act and deed of said
corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September_______, 1993.
\s\ Deborah B. Hall______________
Notary Public, State of Texas____
(NOTARIAL SEAL)
My Commission Expires:_1/26/96___
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 33>
BANK OF AMERICA NT & SA
By:\s\ Mark F. Milner________
Title: Vice President
STATE OF California_)
)
COUNTY OF Los Angeles)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Mark F. Milner_________________,
a Vice President_ of BANK OF AMERICA NT & SA, a ______________
corporation, known to me to be the person and officer whose name
is subscribed to the foregoing instrument, and acknowledged to me
that he executed the same for the purposes and consideration
therein expressed, and in the capacity or capacities therein
stated, and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September ______, 1993.
\s\ David H. Miller______________
Notary Public, State of California
(NOTARIAL SEAL)
My Commission Expires:Sept. 2, 1995
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 34>
THE BANK OF NEW YORK
By:\s\ Michael F. Donohue, Jr.
Title: Senior Vice President
STATE OF New York___)
)
COUNTY OF Queens____)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Michael F. Donohue, Jr.________,
Sr. VP___________ of THE BANK OF NEW YORK, a New York______
corporation, known to me to be the person and officer whose name
is subscribed to the foregoing instrument, and acknowledged to me
that he executed the same for the purposes and consideration
therein expressed, and in the capacity or capacities therein
stated, and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September_______, 1993.
\s\ Diane M. Castoria____________
Notary Public, State of N.Y._____
(NOTARIAL SEAL)
My Commission Expires:6/10/96____
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 35>
THE BANK OF NOVA SCOTIA
By:\s\ A.S. Norsworthy_______
Title: Assistant Agent
STATE OF Georgia____)
)
COUNTY OF Fulton____)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared A. S. Norsworthy_______________,
Assistant Agent__ of THE BANK OF NOVA SCOTIA, a Canadian______
corporation, known to me to be the person and officer whose name
is subscribed to the foregoing instrument, and acknowledged to me
that he executed the same for the purposes and consideration
therein expressed, and in the capacity or capacities therein
stated, and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September ______, 1993.
\s\ S. Miolla____________________
Notary Public, State of Georgia__
(NOTARIAL SEAL)
My Commission Expires: 02-15-94
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 36>
CREDIT SUISSE
By:\s\ Cirincione_________
Title: Guy R. Cirincione
Member of Senior Management
By:\s\ PP Leon_______________
Title: A. Leon, Associate
STATE OF New York___)
)
COUNTY OF New York__)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Mr. Guy Cirincione and_________,
Mr. Andrew Leon__ of CREDIT SUISSE, a banking_______ corporation,
known to me to be the person and officer whose name is subscribed
to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein
expressed, and in the capacity or capacities therein stated, and
as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September_______, 1993.
\s\ Donna A. Singer______________
Notary Public, State of New York_
(NOTARIAL SEAL)
My Commission Expires:June 15, 95
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 37>
CREDIT SUISSE
By:\s\ Cirincione____________
Title: Guy R. Cirincione
Member of Senior Management
By:\s\ PP Leon_______________
Title: A. Leon, Associate
STATE OF New York___)
)
COUNTY OF New York__)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Mr. Guy Cirincione and_________,
Mr. Andrew Leon__ of CREDIT SUISSE, a banking_______ corporation,
known to me to be the person and officer whose name is subscribed
to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein
expressed, and in the capacity or capacities therein stated, and
as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September_______, 1993.
\s\ Donna A. Singer______________
Notary Public, State of New York_
(NOTARIAL SEAL)
My Commission Expires:06/15/95___
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 38>
FLEET BANK OF MASSACHUSETTS, N.A.
By:\s\ Christopher Sotir____
Title: Assistant Vice President
STATE OF Massachussetts)
)
COUNTY OF Saffolk___)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Christopher Sotir______________,
Asst. Vice Pres__ of FLEET BANK OF MASSACHUSETTS, N.A., a
national banking association, known to me to be the person and
officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed, and in the capacity or
capacities therein stated, and as the act and deed of said
corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 28th day of
September ______, 1993.
\s\ Notary_______________________
Notary Public, State of Masschusetts
(NOTARIAL SEAL)
My Commission Expires:Nov 20, 1998
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 39>
NATIONSBANK OF TEXAS, N.A.
By:\s\ Vincent Liberio______
Title: SVP
STATE OF Texas______)
)
COUNTY OF Tarrant___)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Vincent Liberio________________,
SVP______________ of NATIONSBANK OF TEXAS, N.A., a national
banking association, known to me to be the person and officer
whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed, and in the capacity or
capacities therein stated, and as the act and deed of said
corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September_______, 1993.
\s\ Janet Luedtke________________
Notary Public, State of Texas____
(NOTARIAL SEAL)
My Commission Expires:05-05-96
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 40>
PROSPECT STREET SENIOR PORTFOLIO,
L.P.
By: PROSPECT STREET SENIOR LOAN
CORP., as general partner
By:\s\ Dana E. Erikson______
Title: Assistant Vice President
STATE OF Massachusetts)
)
COUNTY OF Suffolk___)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Mr. Dana E. Erikson____________,
Assistant VP_____ of PROSPECT STREET SENIOR LOAN CORP., a
MA______ corporation, known to me to be the person and officer
whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed, and in the capacity or
capacities therein stated, and as the act and deed of said
corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September ______, 1993.
\s\ Laura A. Hawes_______________
Notary Public, State of Massachusetts
(NOTARIAL SEAL)
My Commission Expires:_07/03/98__
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 41>
UNION BANK
By:\s\ P. Saggau____________
Title: Peter R. Saggau
Vice President
STATE OF California_)
)
COUNTY OF Los Angeles)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Peter R. Saggau________________,
Vice President___ of UNION BANK, a California____ corporation,
known to me to be the person and officer whose name is subscribed
to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein
expressed, and in the capacity or capacities therein stated, and
as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September_______, 1993.
\s\ Bednahrin Badal______________
Notary Public, State of California
(NOTARIAL SEAL)
My Commission Expires:May 9, 1994
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 42>
WESTPAC BANKING CORPORATION
By:\s\ Joseph Rubino________
Title: VP
STATE OF New York___)
)
COUNTY OF New York__)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Joseph Rubino__________________,
Vice President___ of WESTPAC BANKING CORPORATION, a New South
Wales, Austrlia__ corporation, known to me to be the person and
officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed, and in the capacity or
capacities therein stated, and as the act and deed of said
corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September ______, 1993.
\s\ Patricia A. Steigerwald______
Notary Public, State of New York
(NOTARIAL SEAL)
My Commission Expires:06/30/94___
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 43>
Z-LANDERBANK BANK AUSTRIA A.G.
By:\s\ Kevin B. McGinn______
Title:Senior Vice President
By:\s\ Peter Scharf_________
Title:AVP
STATE OF New York___)
)
COUNTY OF New York__)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Kevin B. McGinn _______________,
Senior Vice Pres_ of Z-LANDERBANK BANK AUSTRIA A.G.,
an_Austrian_____ corporation, known to me to be the person and
officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed, and in the capacity or
capacities therein stated, and as the act and deed of said
corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September_______, 1993.
\s\ Michael C. Kaiser____________
Notary Public, State of New York_
(NOTARIAL SEAL)
My Commission Expires:9-30-93____
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 44>
Z-LANDERBANK BANK AUSTRIA A.G.
By:\s\ Kevin B. McGinn______
Title:SVP
By:\s\ Peter Scharf_________
Title:AVP
STATE OF New York___)
)
COUNTY OF New York__)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Peter Scharf___________________,
Ass. Vice Pres___ of Z-LANDERBANK BANK AUSTRIA A.G.,
an_Austrian_____ corporation, known to me to be the person and
officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed, and in the capacity or
capacities therein stated, and as the act and deed of said
corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September ______, 1993.
\s\ Michael C. Kaiser____________
Notary Public, State of New York_
(NOTARIAL SEAL)
My Commission Expires:9-30-93____
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 45>
UNIT 2 VOTING PARTICIPANTS:
CHRISTIANA BANK
By:\s\ Jahn O. Roising
Title:First Vice President
By:\s\ P.M. Dodge
Title:Peter M. Dodge Vice Pres.
STATE OF New York___)
)
COUNTY OF New York__)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Jahn O. Roising & Peter M. Dodge,
FVP & VP________ of CHRISTIANA BANK, a New York______
corporation, known to me to be the person and officer whose name
is subscribed to the foregoing instrument, and acknowledged to me
that he executed the same for the purposes and consideration
therein expressed, and in the capacity or capacities therein
stated, and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 28th day of
September_______, 1993.
\s\ Carole Chapman_____________
Notary Public, State of New York
(NOTARIAL SEAL)
My Commission Expires:4/30/94____
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 46>
THE NIPPON CREDIT BANK, LTD.
By:\s\ Peter Capitelli________
Title: Vice President&Manager
STATE OF New York___)
)
COUNTY OF New York__)
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Peter Capitelli________________,
Vice Pres & Mgr__ of THE NIPPON CREDIT BANK, LTD., a
Japanese______ corporation, known to me to be the person and
officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed, and in the capacity or
capacities therein stated, and as the act and deed of said
corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 28th day of
September_______, 1993.
\s\ Yasuko Noguchi_______________
Notary Public, State of New York_
(NOTARIAL SEAL)
My Commission Expires:10-11-94___
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
<PAGE 47>
FIRST DEBENTURE TRUSTEE:
IBJ SCHRODER BANK & TRUST COMPANY,
as First Debenture Trustee
By:\s\ Thomas J. Bogert__________
Title: Assistant Vice President
STATE OF New York___)
)
COUNTY OF Keregs )
BEFORE ME, the undersigned authority, a Notary Public,
on this day personally appeared Thomas J. Bogert_______________,
Assistant Vice President of IBJ SCHRODER BANK & TRUST COMPANY, a
Texas corporation, known to me to be the person and officer whose
name is subscribed to the foregoing instrument, and acknowledged
to me that he executed the same for the purposes and
consideration therein expressed, and in the capacity or
capacities therein stated, and as the act and deed of said
corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 27th day of
September, 1993.
\s\ Jane Shaheen_________________
Notary Public, State of New York_
(NOTARIAL SEAL)
My Commission Expires:03-30-95
AMENDMENT NO. 2 TO THE INTERCREDITOR
AND NONDISTURBANCE AGREEMENT
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