Exhibit 10.2 

 

THIRD AMENDMENT

 

THIRD AMENDMENT (this “Third Amendment”), dated as of March 4, 2003, among WYNDHAM INTERNATIONAL,INC., a Delaware corporation (the “Borrower”), the Lenders from time to time party to the Increasing Rate Note Purchase and Loan Agreement referred to below (the “Lenders”), J.P. MORGAN SECURITIES INC. (f/k/a Chase SecuritiesInc.) (“JP Morgan”), as Lead Arranger and Book Manager, BEAR STEARNS CORPORATE LENDING INC., as Co-Arranger and Syndication Agent and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), as Syndication Agent (each a“Syndication Agent”, together the “Syndication Agents”), and JPMORGAN CHASE BANK, as Administrative Agent (the “Administrative Agent”). All capitalized terms used herein and not otherwise defined shall have therespective meanings provided such terms in the IRL Agreement referred to below as amended hereby, provided that the terms first defined in the Fourth Amendment dated as of March 4, 2003 to the Credit Agreement (as defined in the IRL Agreement) (the“Credit Agreement Fourth Amendment”) shall have the same meanings when used herein. 

 

WITNESSETH: 

 

WHEREAS, the Borrower, the Lenders, JP Morgan, the Syndication Agents and the Administrative Agent are parties to an Increasing Rate NotePurchase and Loan Agreement, dated as of June 30, 1999 (as amended, modified or supplemented to, but not including, the date hereof, the “IRL Agreement”); 

 

WHEREAS, the parties hereto wish to amend the IRL Agreement as herein provided; and 

 

WHEREAS, subject to the terms and conditions of this ThirdAmendment, the parties hereto agree as follows: 

 

 

1. The Lenders hereby acknowledge the changes made to Section 5 and 7 of the Credit Agreement (and to the definitions used therein) by theCredit Agreement Fourth Amendment, which changes are binding upon the Lenders pursuant to Section 9.02(d) of the IRL Agreement. 

 

2. The Lenders hereby agree and consent to Section I.1 of the Credit Agreement Fourth Amendment. 

 

 

1. Section 7.05 of the IRL Agreement is amended by changing all the references therein to “Subsidiaries” to read“Non-Excluded Subsidiaries (as defined in the Credit Agreement as in effect on the Fourth Amendment Effective Date)”. 

 
III. Consents and Waiver
 

1. The Lenders hereby acknowledge that all of the consents, waivers and authorizations granted by Section III of the Credit AgreementFourth Amendment constitute changes to or waivers of, the provisions contained in Sections 3, 5, 6 and/or 7 of the Credit Agreement and thus are binding on all Lenders as provided in Section 9.02(d) of the IRL Agreement and the Lenders hereby grantall authorizations set forth in said Section. 

 
IV. Miscellaneous
 

1. In order to induce the undersigned Lenders to enter into this Third Amendment, the Borrower hereby represents and warrants that (x) noDefault or Event of Default exists on the Third Amendment Effective Date (as defined below) after giving effect to this Third Amendment and (y) all of the representations and warranties contained in the IRL Agreement shall be true and correct in allmaterial respects as of the Third Amendment Effective Date after giving effect to this Third Amendment, with the same effect as though such representations and warranties had been made on and as of the Third Amendment Effective Date (unless suchrepresentations expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date). 

 

2. This Third Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision ofthe IRL Agreement or any other Loan Document. 

 

3.This Third Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constituteone and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 

 

4. THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BYTHE LAWS OF THE STATE OF NEW YORK. 

 

5. This ThirdAmendment shall become effective on the date (the “Third Amendment Effective Date”) on which (i) the Borrower and Lenders constituting the Required Obligees shall have signed a counterpart hereof (whether the same or differentcounterparts) and shall have delivered (including by way of facsimile transmission) same to the Administrative Agent at White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036, Attention: Daniel M. Ford (facsimile number 212-354-8113);and (ii) the Credit Agreement Fourth Amendment shall have become effective in accordance with its terms; 

 

Unless the Administrative Agent has received actual notice from any Lender that the conditions contained in clause (ii) above have notbeen satisfied, upon the satisfaction of the condition described in clause (i) of the immediately preceding sentence and upon the Administrative Agent’s good faith determination that the other conditions described above have been met, the ThirdAmendment Effective Date shall be deemed to have occurred, regardless of 

 

2 

any subsequent determination that one or more of the other conditions had not been met (although theoccurrence of the Third Amendment Effective Date shall not release the Borrower from any liability for failure to satisfy one or more of the other conditions specified above). 

 

6. The Borrower shall pay to each Lender which executed and delivered a counterpart of this Third Amendmenton or prior to 5:00 p.m. (New York time) on Tuesday, March 4, 2003 a non-refundable cash fee (the “Amendment Fee”) in an amount equal to .125% of the outstanding principal amount of the Loans of such Lender determined as of the ThirdAmendment Effective Date. 

 

7. From and after theThird Amendment Effective Date all references in the IRL Agreement and the other Loan Documents to the IRL Agreement shall be deemed to be references to the IRL Agreement as modified hereby. Except as modified hereunder, the terms, provisions andconditions of the IRL Agreement and the other Loan Documents shall continue in full force and effect. 

 

* * * * * 

 

 

3 

 

IN WITNESSWHEREOF, each of the parties hereto has caused a counterpart of this Third Amendment to be duly executed and delivered as of the date first above written. 

 

WYNDHAM INTERNATIONAL, INC.,

By
 
        /s/  Rick Smith
  
Title:  Executive Vice President

JPMORGAN CHASE BANK

    Individually and as Administrative Agent,

By
 
    /s/  John McDonagh
  
Title:  John McDonagh

          Managing Director

J.P. MORGAN SECURITIES INC.

    as Lead Arranger and Book Manager

By
 
  /s/  J. Matthew Lyness
  
Title:   J. MATTHEW LYNESS

          Managing Director

                                   NAME OF LENDER:                                   Franklin Floating Rate Trust                                   By: /s/ David Ardini                                      ---------------------------------                                      Name: David Ardini                                      Title:                                   NAME OF LENDER:                                   Pacifica Partners Ltd.                                   By: Imperial Credit Asset Management                                       as Investment Manager                                   By: /s/ Dean K. Kawai                                      ---------------------------------                                      Name: DEAN K. KAWAI                                      Title: Vice President                                   INDOSUEZ CAPITAL FUNDING IIA, LIMITED                                   By: Indosuez Capital as Portfolio Advisor                                   By: /s/ Charles Kobayashi                                      ---------------------------------                                      Name: Charles Kobayashi                                      Title: Principal and Portfolio Manager                                   INDOSUEZ CAPITAL FUNDING III, LIMITED                                   By: Indosuez Capital as Portfolio Advisor                                   By: /s/ Charles Kobayashi                                      ---------------------------------                                      Name: Charles Kobayashi                                      Title: Principal and Portfolio Manager                                   INDOSUEZ CAPITAL FUNDING VI, LIMITED                                   By: Indosuez Capital as Collateral Manager                                   By: /s/ Charles Kobayashi                                      ---------------------------------                                      Name: Charles Kobayashi                                      Title: Principal and Portfolio Manager
                                   NAME OF LENDER:                                   KATONAH I, LTD.                                   By: /s/ Ralph Della Rocca                                      ---------------------------------                                      Name: RALPH DELLA ROCCA                                      Title: Authorized Officer                                             Katonah Capital, L.L.C.                                             As Manager                                   IRL Signature Pages                                   ARCHIMEDES FUNDING, LLC.                                   By: INC Capital Advisors LLC,                                       as Collateral Manager                                   By: /s/ Jane Musser Nelson                                      ---------------------------------                                      Name: Jane Musser Nelson                                      Title: Managing Director                                   NEMEAN CLO, LTD.                                   By: ING Capital Advisors LLC,                                       as Investment Manager                                   By: /s/ Jane Musser Nelson                                      ---------------------------------                                      Name: Jane Musser Nelson                                      Title: Managing Director                                   ARCHIMEDES FUNDING III, LTD.                                   By: ING Capital Advisors LLC,                                       as Collateral Manager                                   By: /s/ Jane Musser Nelson                                      ---------------------------------                                      Name: Jane Musser Nelson                                      Title: Managing Director                                   ARCHIMEDES FUNDING IV (CAYMAN), LTD.                                   BY: ING Capital Advisors LLC,                                       as Collateral Manager                                   By: /s/ Jane Musser Nelson                                      ---------------------------------                                      Name: Jane Musser Nelson                                      Title: Managing Director                                   ARCHIMEDES FUNDING II, LTD.                                   BY: ING Capital Advisors LLC,                                       as Collateral Manager                                   By: /s/ Jane Musser Nelson                                      ---------------------------------                                      Name: Jane Musser Nelson                                      Title: Managing Director
                                   IRL (con't.)                                   ORYX CLO, LTD.                                   BY: ING Capital Advisors LLC,                                       as Collateral Manager                                   By: /s/ Jane Musser Nelson                                      ---------------------------------                                      Name: Jane Musser Nelson                                      Title: Managing Director                                   COPERNICUS CDO EURO-I B.V.                                   BY: ING Capital Advisors LLC,                                       as Collateral Manager                                   By: /s/ Jane Musser Nelson                                      ---------------------------------                                      Name: Jane Musser Nelson                                      Title: Managing Director                                   Master Senior Floating Rate Trust                                   By: /s/ Daniel Luchansky                                      ---------------------------------                                      Name: Daniel Luchansky                                      Title: Authorized Signatory                                   Debt Strategies Fund, Inc.                                   By: /s/ Daniel Luchansky                                      ---------------------------------                                      Name: Daniel Luchansky                                      Title: Authorized Signatory                                   Merrill Lynch Global Investment Series:                                   Income Strategies Portfolio                                   By: Merrill Lynch Investment Managers, L.P.,                                   As Investment Advisor                                   By: /s/ Daniel Luchansky                                      ---------------------------------                                      Name: Daniel Luchansky                                      Title: Authorized Signatory                                   Longhorn CDO (Cayman) LTD                                   By: Merrill Lynch Investment Managers, L.P.                                   As Investment Advisor                                   By: /s/ Daniel Luchansky                                      ---------------------------------                                      Name: Daniel Luchansky                                      Title: Authorized Signatory
                                   Senior High Income Portfolio, Inc.                                   By: /s/ Daniel Luchansky                                      ---------------------------------                                      Name: Daniel Luchansky                                      Title: Authorized Signatory                                   NAME OF LENDER:                                   Morgan Stanley Prime Income Trust                                   By: /s/ Peter Gewirtz                                      ---------------------------------                                      Name: Peter Gewirtz                                      Title: Vice President                                   NAME OF LENDER:                                   Nomura Bond and Loan Fund                                   By: /s/ Elizabeth MacLean                                      ---------------------------------                                      Name: Elizabeth MacLean                                      Title: Vice President                                   By: UFJ Trust Company of New York                                       as Trustee                                   By: Nomura Corporate Research and                                       Asset Management Inc.                                       Attorney in Fact                                   NAME OF LENDER:                                   Clydesdale CBO I Ltd.                                   By: /s/ Elizabeth MacLean                                      ---------------------------------                                      Name: Elizabeth MacLean                                      Title: Vice President                                   NOMURA CORPORATE RESEARCH                                   AND ASSET MANAGEMENT INC.                                   AS INVESTMENT ADVISER
                                   NAME OF LENDER:                                   Clydesdale CLO 2001-I Ltd.                                   By: /s/ Elizabeth MacLean                                      ---------------------------------                                      Name: Elizabeth MacLean                                      Title: Vice President                                   NOMURA CORPORATE RESEARCH                                   AND ASSET MANAGEMENT INC.                                   AS COLLATERAL MANAGER                                   NAME OF LENDER:                                   Battery Park CDO, Ltd.                                   By: /s/ Elizabeth MacLean                                      ---------------------------------                                      Name: Elizabeth MacLean                                      Title: Vice President                                   NOMURA CORPORATE RESEARCH                                   AND ASSET MANAGEMENT INC.                                   AS INVESTMENT ADVISER                                   NAME OF LENDER:                                   By: /s/                                      ---------------------------------                                      Name:                                      Title:                                   OAK HILL SECURITIES FUND, L.P.                                   By: Oak Hill Securities GenPar, L.P.                                       its General Partner                                   By: Oak Hill Securities MGP, Inc.,                                       its General Partner                                   By: /s/ Scott D. Krase                                      ---------------------------------                                      Name: SCOTT D. KRASE                                      Title: Authorised Signatory
                                   NAME OF LENDER:                                   By: /s/                                      ---------------------------------                                      Name:                                      Title:                                   OAK HILL SECURITIES FUND II, L.P.                                   By: Oak Hill Securities GenPar II, L.P.                                       its General Partner                                   By: Oak Hill Securities MGP II, Inc.,                                       its General Partner                                   By: /s/ Scott D. Krase                                      ---------------------------------                                      Name: SCOTT D. KRASE                                      Title: Authorised Signatory                                   NAME OF LENDER:                                   By: /s/                                      ---------------------------------                                      Name:                                      Title:                                   OAK HILL CREDIT PARTNERS I, LIMITED                                   By: [ILLEGIBLE]                                       its Investment Manager                                   By: /s/ Scott D. Krase                                      ---------------------------------                                      Name: SCOTT D. KRASE                                      Title: Authorised Signatory                                   NAME OF LENDER:                                   OCTAGON INVESTMENT PARTNERS III, LTD.                                   By: Octagon Credit Investors, LLC                                       as Portfolio Manager                                   By: /s/ Andrew D. Gordon                                      ---------------------------------                                      Name: Andrew D. Gordon                                      Title: Portfolio Manager                                   NAME OF LENDER:                                   OCTAGON INVESTMENT PARTNERS IV, LTD.                                   By: Octagon Credit Investors, LLC                                       as collateral manager                                   By: /s/ Andrew D. Gordon                                      ---------------------------------                                      Name: Andrew D. Gordon                                      Title: Portfolio Manager
                                   NAME OF LENDER:                                   Dryden High Yield CDO 2001-I                                   By: Prudential Investment Management, Inc.,                                       as Collateral Manager                                   By: /s/ B Ross Smead                                      ---------------------------------                                      Name: B Ross Smead                                      Title: Vice President                                   NAME OF LENDER:                                   Dryden Leveraged Loan CDO 2002-II                                   By: Prudential Investment Management, Inc.,                                       as Collateral Manager                                   By: /s/ B Ross Smead                                      ---------------------------------                                      Name: B Ross Smead                                      Title: Vice President                                   NAME OF LENDER:                                   Dryden III Leveraged Loan CDO 2000-I                                   By: Prudential Investment Management, Inc.,                                       as Collateral Manager                                   By: /s/ B Ross Smead                                      ---------------------------------                                      Name: B Ross Smead                                      Title: Vice President                                   Sankaty High Yield Asset Partners, L.P.                                   By: /s/ Diane J. Exter                                      ---------------------------------                                      Name: DIANE J. EXTER                                      Title: MANAGING DIRECTOR                                             PORTFOLIO MANAGER                                   Sankaty Credit Opportunities, L.P.                                   By: /s/ Diane J. Exter                                      ---------------------------------                                      Name: DIANE J. EXTER                                      Title: MANAGING DIRECTOR                                             PORTFOLIO MANAGER                                   NAME OF LENDER:                                   Societe Generate                                   By: /s/ Carina T. Huynh                                      ---------------------------------                                      Name: Carina T. Huynh                                      Title: Vice President                                   Stanfield Quattro CLO, Ltd.                                   By: Stanfield Capital Partners LLC                                       As its Collateral Manager                                   By: /s/ Christopher Pucillo                                      ---------------------------------                                      Name: Christopher Pucillo                                      Title: Partner                                   Stanfield/RMF Transatlantic CDO Ltd.                                   By: Stanfield Capital Partners LLC                                       as its Collateral Manager                                   By: /s/ Christopher Pucillo                                      ---------------------------------                                      Name: Christopher Pucillo                                      Title: Partner
                                   Windsor Loan Funding, Limited                                   By: Stanfield Capital Parters LLC                                       as its Investment Manager                                   By: /s/ Christopher Pucillo                                      ---------------------------------                                      Name: Christopher Pucillo                                      Title: Partner                                   Caravelle Investment Fund, L.L.C                                   By: Trimaran Advisors, L.L.C.                                   By: /s/ David M. Millison                                      ---------------------------------                                      Name: David M. Millison                                      Title: Managing Director                                   SAWGRASS TRADING LLC                                   By: /s/ Diana L. Mushill                                      ---------------------------------                                      Name: DIANA L. MUSHILL                                      Title: ASST. VICE PRESIDENT                                   UBS AG, STAMFORD BRANCH                                   By: /s/ Anthony N. Joseph                                      ------------------------------------                                      Name: Anthony N. Joseph                                      Title: Associate Director                                             Banking Products Services, US                                   By: /s/ Jennifer L. Poccia                                      ------------------------------------                                      Name: Jennifer L. Poccia                                      Title: Associate Director                                             Banking Products Services, US                                   VAN KAMPEN                                   SENIOR FLOATING RATE FUND                                   By: Van Kampen Investment Advisory Corp.                                   By: /s/ Christina Jamieson                                      -------------------------------------                                      Name: CHRISTINA JAMIESON                                      Title: VICE PRESIDENT
                                   VAN KAMPEN                                   PRIME RATE INCOME TRUST                                   By: Van Kampen Investment Advisory Corp.                                   By: /s/ Christina Jamieson                                      -------------------------------------                                      Name: CHRISTINA JAMIESON                                      Title: VICE PRESIDENT                                   VAN KAMPEN                                   SENIOR INCOME TRUST                                   By: Van Kampen Investment Advisory Corp.                                   By: /s/ Christina Jamieson                                      -------------------------------------                                      Name: CHRISTINA JAMIESON                                      Title: VICE PRESIDENT
                                   EASTMAN HILL FUNDING I, LIMITED                                   By: TCW Asset Management Company, as its                                       Collateral Manager                                   By: /s/ Mark L. Gold                                      -------------------------------------                                      Name: MARK L. GOLD                                      Title: MANAGING DIRECTOR                                   TCW Leveraged Income Trust II, L.P.                                   By: TCW Adviers (Bermuda), Ltd.,                                       as General Partner                                   By: /s/ Mark L. Gold                                      -----------------------------------                                      Name: Mark L. Gold                                      Title: Managing Director                                   By: TCW Investment Management Company,                                       as Investment Adviser                                   By: /s/ Jonathan R. Insull                                      -----------------------------------                                      Name: JONATHAN R. INSULL                                      Title: MANAGING DIRECTOR                                   TCW LEVERAGED INCOME TRUST IV, L.P.                                   By: TCW (LINC IV), L.L.C.,                                       as General Partner                                   By: TCW ASSET MANAGEMENT COMPANY,                                       as managing member of the General Partner                                   By: /s/ Mark L. Gold                                      ------------------------------------------                                      Name: Mark L. Gold                                      Title: Managing Director                                   By: /s/ Jonathan R. Insull                                      ------------------------------------------                                      Name: JONATHAN R. INSULL                                      Title: MANAGING DIRECTOR
                                   TCW SELECT LOAN FUND, LIMITED                                   By: TCW Advisors, Inc. as its                                       Collateral Manager                                   By: /s/  Mark L. Gold                                      ---------------------------------                                      Name: MARK L. GOLD                                      Title: MANAGING DIRECTOR                                   By: /s/ Jonathan R. Insull                                      ---------------------------------                                      Name: JONATHAN R. INSULL                                      Title: MANAGING DIRECTOR                                   SEQUILS IV, LTD.                                   By: TCW Advisors, Inc. as its                                       Collateral Manager                                   By: /s/ Mark L. Gold                                      ---------------------------------                                      Name: MARK L. GOLD                                      Title: MANAGING DIRECTOR                                   By: /s/ Jonathan R. Insull                                      ---------------------------------                                      Name: JONATHAN R. INSULL                                      Title: MANAGING DIRECTOR                                   SEQUILS I, LTD.                                   By: TCW Advisors, Inc. as its                                       Collateral Manager                                   By: /s/ Mark L. Gold                                      ---------------------------------                                      Name: MARK L. GOLD                                      Title: MANAGING DIRECTOR                                   By: /s/ Jonathan R. Insull                                      ---------------------------------                                      Name: JONATHAN R. INSULL                                      Title: MANAGING DIRECTOR
                                   TYLER TRADING, INC.                                   By: /s/ Ned R. Rosario                                      ---------------------------------                                      Name: NED R. ROSARIO                                      Title: PRESIDENT                                   WINGED FOOT FUNDING TRUST                                   By: /s/ Diana L. Mushill                                      ---------------------------------                                      Name: DIANA L. MUSHILL                                      Title: AUTHORIZED AGENT                                   SRF 2000 LLC                                   By: /s/ Diana L. Mushill                                      ---------------------------------                                      Name: DIANA L. MUSHILL                                      Title: ASST. VICE PRESIDENT                                   NAME OF LEADER:                                   Sun America Life Insurance Company                                   By: /s/ [ILLEGIBLE SIGNATURE]                                      ---------------------------------                                      Name:                                      Title:
                                   KZH CYPRESSTREE-1 LLC                                   By: /s/ Dorian Herrera                                      ---------------------------------                                      Name: DORIAN HERRERA                                      Title: AUTHORIZED AGENT                                   KZH CRESCENT LLC                                   By: /s/ Dorian Herrera                                      ---------------------------------                                      Name: DORIAN HERRERA                                      Title: AUTHORIZED AGENT                                   KZH CRESCENT-2 LLC                                   By: /s/ Dorian Herrera                                      ---------------------------------                                      Name: DORIAN HERRERA                                      Title: AUTHORIZED AGENT                                   KZH CRESCENT-3 LLC                                   By: /s/ Dorian Herrera                                      ---------------------------------                                      Name: DORIAN HERRERA                                      Title: AUTHORIZED AGENT                                   KZH SOLEIL-2 LLC                                   By: /s/ Dorian Herrera                                      ---------------------------------                                      Name: DORIAN HERRERA                                      Title: AUTHORIZED AGENT
                                   LONG LANE MASTER TRUST IV                                   By: Fleet National Bank as Trust                                       Administrator                                   By: /s/ Kevin Kearns                                      ---------------------------------                                      Name: KEVIN KEARNS                                      Title: MANAGING DIRECTOR                                   ING SENIOR INCOME FUND                                   By: ING Investments, LLC                                       as its Investment manager                                   By: /s/ Jason Groom                                      ---------------------------------                                      Name: JASON GROOM                                      Title: VICE PRESIDENT                                   ING PRIME RATE TRUST                                   By: ING Investments, LLC                                       as its Investment manager                                   By: /s/ Jason Groom                                      ---------------------------------                                      Name: JASON GROOM                                      Title: VICE PRESIDENT                                   NAME OF LENDER:                                   By: /s/ Amy S. Cioci                                      ---------------------------------                                      Name: Amy S. Cioci                                      Title: Authorised office                                             Fleet National Bank
     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart ofthis Third Amendment to be duly executed and delivered as of the date firstabove written.                                   WYNDHAM INTERNATIONAL, INC.,                                        By /s/ Rick Smith                                           ------------------------------                                           Title: Executive Vice President     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart ofthis Third Amendment to be duly executed and delivered as of the date firstabove written.                                   JPMORGAN CHASE BANK                                     Individually and as Administrative Agent,                                     By /s/ John McDonagh                                        --------------------------------                                        Title: John McDonagh                                               Managing Director                                   JPMORGAN SECURITIES INC.                                     as Lead Arranger and Book Manager                                     By /s/ J. Matthew Lyness                                        ---------------------------------                                        Title: J. Matthew Lyness                                               Managing Director                                   NAME OF LENDER                                   LANDMARK CDO LIMITED                                   By: Aladdin Asset Management, LLC                                   /s/ Neil Nag                                   Neil Nag                                   Authorized Signatory       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]
                                   ALLSTATE LIFE INSURANCE COMPANY                                   NAME OF LENDER                                   By: /s/ Jerry D. Zinkula                                       -----------------------------                                       Name:  Jerry D. Zinkula                                       Title:                                   By: /s/ Patricia W. Wilson                                       ----------------------------                                           Patricia W. Wilson       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]                                   Centurion CDO II, Ltd.                                   By: American Express Asset Management                                   Group, Inc. as Collateral Manager                                   By: /s/ Leanne Stavrakis                                       --------------------------------                                       Name:  Leanne Stavrakis                                       Title: Director - Operations       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]                                   NAME OF LENDER:                                   AMMC CDO II, LIMITED                                   By: American Money Management Corp.,                                         as Collateral Manager                                   By: /s/ David P. Meyer                                       ------------------------------------                                       Name:  David P. Meyer                                       Title: Vice President       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]
                                   Centurion CDO III, Ltd.                                   By: American Express Asset Management                                     Group, Inc. as Collateral Manager                                   By: /s/ Leanne Stavrakis                                       ------------------------------------                                       Name: Leanne Stavrakis                                       Title: Director - Operations       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]                                   ARES III CLO Ltd.                                   By: ARES CLO Management LLC                                   By: /s/ Jeff Moore                                       ------------------------------------                                   Name:   Jeff Moore                                   Title:  Vice President                                   Ares IV CLO Ltd.                                   By: Ares CLO Management IV, L.P.,                                       Investment Manager                                   By: Ares CLO GP IV, LLC,                                       Its Managing Member                                   By: /s/ Jeff Moore                                       ------------------------------------                                   Name:   Jeff Moore                                   Title:  Vice President       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]
                                   VENTURE II CDO 2002, LIMITED                                   By its investment advisor, Barclays Bank PLC,                                   New York Branch                                   By: /s/ Hans L. Christensen                                       ------------------------------------                                   Title: Hans L. Christensen                                          Director       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]                                   VENTURE CDO 2002, LIMITED                                   By its investment advisor, Barclays                                   Capital Asset Management Limited,                                   By its sub-advisor, Barclays Bank PLC,                                   New York Branch                                   By: /s/ Hans L. Christensen                                       ------------------------------------                                       Name:  Hans L. Christensen                                       Title: Director       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]
                                   NAME OF LENDER:                                   By: ____________________________________                                       Name:                                       Title:                                   Gallatin Funding I Ltd                                   By: Bear Stearns Asset Management Inc.                                       as its Collateral Manager                                   By: /s/ [ILLEGIBLE SIGNATURE]                                       --------------------------------------                                       Name: [ILLEGIBLE]                                       Title: Assistant Director       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]                                   BEAR STEARNS                                   INVESTMENT PRODUCTS INC.                                   By: /s/ Victor Bulzacchelli                                       ------------------------------------                                       Victor Bulzacchelli                                       Authorized Signatory       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]                                   Canpartners Investments IV LLC                                   NAME OF LENDER:                                   By: /s/ [ILLEGIBLE SIGNATURE]                                      ------------------------------------                                       Name:  [ILLEGIBLE]                                       Title: Authorized Signatory       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]
                                   Carlyle High Yield Partners II, Ltd.                                   NAME OF LENDER:                                   By: /s/ Linda Pace                                       ------------------------------------                                       Name:  Linda Pace                                       Title: Principal       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]                                   SIERRA CLO I, LTD                                   NAME OF LENDER:                                   By: /s/ John M. Cespenan                                       ------------------------------------                                       Name:  John M. Cespenan                                       Title: Chief Operating Officer,                                              Centre Pacific LLP (Manager)       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]                                   AURUM CLO 2002-1 LTD.                                   BY: STEIN ROE & FARNHAM                                   INCORPORATED, AS INVESTMENT                                   NAME OF LENDER:   MANAGER                                   By: /s/ James R. Fellows                                       ------------------------------------                                       Name: James R. Fellows                                       Title: Sr. Vice President & Portfolio                                              Manager       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]
                                   LIBERTY FLOATING RATE                                   ADVANTAGE FUND                                   BY: STEIN ROW & FARNHAM                                         INCORPORATED, AS ADVISOR                                   NAME OF LENDER:                                   By: /s/ James R. Fellows                                       ------------------------------------                                       Name: James R. Fellows                                       Title: Sr. Vice President & Portfolio                                              Manager       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]                                   NAME OF LENDER: Credit Lyonnais                                   By: /S/ [ILLEGIBLE SIGNATURE]                                       ------------------------------------                                       Name:  [ILLEGIBLE]                                       Title: Vice President       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]                                   NAME OF LENDER:                                     CSAM Funding I                                   By: /s/ David H. Lener                                       ------------------------------------                                       Name:  David H. Lener                                       Title: Authorized Signatory       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]
                                   TYRON CLO LTD. 2000-I                                   By: David L. Badson & Company Inc. as                                       Collateral Manager                                   NAME OF LENDER:                                   By: /s/ John W. Stelwagon                                       ------------------------------------                                       Name:  John W. Stelwagon                                       Title: Managing Director       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]                                   ELC (CAYMAN) LTD. 1999-III                                   By: David L. Badson & Company Inc. as                                       Collateral Manager                                   NAME OF LENDER:                                   By: /s/ John W. Stelwagon                                       ------------------------------------                                       Name:  John W. Stelwagon                                       Title: Managing Director       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]                                   ELC (CAYMAN) LTD. CDO SERIES 1999-I                                   By: David L. Badson & Company Inc. as                                       Collateral Manager                                   NAME OF LENDER:                                   By: /s/ John W. Stelwagon                                       ------------------------------------                                       Name:  John W. Stelwagon                                       Title: Managing Director       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]
                                   NAME OF LENDER:                                     DEUTSCHE BANK TRUST COMPANY AMERICAS                                   By: /s/ George R. Reynolds                                       ------------------------------------                                       Name:  George R. Reynolds                                       Title: Vice President       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]                                   SENIOR DEBT PORTFOLIO                                   By: Boston Management and Research as                                         Investment Advisor                                   By: /s/ Payson F. Swaffield                                       ---------------------------------------                                       Name:  Payson F. Swaffield                                       Title: Vice President       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]                                   NAME OF LENDER: The Bank of Nova Scotia                                   By: /s/ Mark Sparrow                                       ------------------------------------                                       Name:  Mark Sparrow                                       Title: Director       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]                                   Ballyrock CDO I Limited                                   By: /s/ Lisa Rymut                                       --------------------------------------                                       Name: Lisa Rymut                                       Title: Assistant Treasurer       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]
                                   Fidelity Advisor Series II: Fidelity                                   Advisor Floating Rate High Income Fund                                   By: /s/ John H. Costello                                       ----------------------------------                                       Name:  John H. Costello                                       Title: Assistant Treasurer       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]                                   Franklin Floating Rate Master                                   Series                                   NAME OF LENDER:                                   By: /s/ David Ardini                                       ------------------------------------                                       Name:  David Ardini                                       Title:       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]                                   FRANKLIN FLOATING RATE                                     DAILY ACCESS FUND                                   NAME OF LENDER:                                   By: /s/ David Ardini                                   -----------------------------------------                                   Name: David Ardini                                   Title:       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]                                   FRANKLIN CLO II, Limited                                   NAME OF LENDER:                                   By: /s/ David Ardini                                   -----------------------------------------                                   Name: David Ardini                                   Title:       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE INCREASING RATE NOTE                          PURCHASE AND LOAN AGREEMENT]