FOURTH AMENDMENT AND RELEASE
Exhibit 10.1
FOURTH AMENDMENT AND RELEASE
FOURTH AMENDMENT AND RELEASE, dated as of June 22, 2009 (this “Amendment”), to the
Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 (as amended prior
to the date hereof, the “Credit Agreement”), among XXXX CORPORATION, a Delaware corporation
(the “U.S. Borrower”), certain Subsidiaries of XXXX CORPORATION, the several lenders from
time to time parties thereto (the “Lenders”), the several agents parties thereto and
JPMORGAN CHASE BANK, N.A., as general administrative agent (the “General Administrative
Agent”).
W I T N E S S E T H:
WHEREAS, pursuant to the Amended and Restated Subsidiary Guarantee, dated as of April 25, 2006
(the “Subsidiary Guarantee”), among certain subsidiaries of the U.S. Borrower
(collectively, the “Guarantors”) and the General Administrative Agent, the Guarantors have
guaranteed the payment and performance of the Obligations;
WHEREAS, the Majority Lenders have decided, upon the terms and subject to the conditions set
forth herein, to grant authority to the General Administrative Agent to release certain Foreign
Subsidiaries that are Guarantors from their obligations under the Subsidiary Guarantee;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. (a) Capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Credit Agreement.
(b) As used herein, the following terms shall have the following meanings:
“Existing Bonds”: the collective reference to the 2013 Bonds, the 2014 Bonds and the
2016 Bonds.
“Officers’ Certificate”: as defined in the 2013/2016 Indenture or the 2014 Indenture,
as applicable.
“2013 Bonds”: the 81/2% Senior Notes due 2013 issued pursuant to the 2013/2016
Indenture.
“2013/2016 Indenture”: the Indenture dated as of November 24, 2006 among the U.S.
Borrower, as issuer, certain of its Subsidiaries, as guarantors, and The Bank of New York Trust
Company, N.A., as trustee, as amended and supplemented.
“2016 Bonds”: the 83/4% Senior Notes due 2016 issued pursuant to the 2013/2016
Indenture.
SECTION 2. Release of Guarantees. The undersigned Lenders hereby agree and hereby
authorize the General Administrative Agent to release each of Xxxx Automotive (XXXX) Spain S.L and
Xxxx Corporation Mexico, S. de X.X. de C.V. (as successor to Xxxx Corporation Mexico, S.A. de C.V.)
(collectively, the “Foreign Guarantors”) from its obligations under the Subsidiary
Guarantee. The release of the Foreign Guarantors under the Subsidiary Guarantee shall not be
effective unless and until the
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General Administrative Agent delivers to the U.S. Borrower a formal written release stating
that such release is delivered pursuant to this Amendment..
SECTION 3. Notice. The U.S. Borrower agrees to deliver promptly following request
by the Administrative Agent to the trustees for the Existing Bonds Officers’ Certificates
certifying that the Foreign Guarantors have ceased to be Guarantors of the Credit Agreement under
the Subsidiary Guarantee (or will cease to be Guarantors concurrently with their ceasing to be
guarantors of the Existing Bonds).
SECTION 4. Senior Credit Facility. The Borrower represents and warrants that there
are no Senior Credit Facilities (as defined in the 2014 Indenture and the 2013/2016 Indenture)
other than the Credit Agreement.
SECTION 5. Conditions to Effectiveness of Amendment. This Amendment shall become
effective on the date (the “Amendment Effective Date”) on which the following conditions
shall have been satisfied or waived:
(a) the General Administrative Agent shall have received a counterpart of this Amendment,
executed and delivered by a duly authorized officer of the U.S. Borrower, the other Borrowers and
the Majority Lenders; and
(b) the General Administrative Agent shall have received an executed Acknowledgment and
Consent, in the form set forth at the end of this Amendment, from each Loan Party signatory
thereto.
SECTION 6. Effect on the Loan Documents. (a) Except as specifically amended or
waived herein, all Loan Documents shall continue to be in full force and effect and are hereby in
all respects ratified and confirmed. Each Borrower hereby agrees, with respect to each Loan
Document to which it is a party, that: (i) all of its obligations, liabilities and indebtedness
under such Loan Document shall remain in full force and effect on a continuous basis after giving
effect to this Amendment and (ii) all of the Liens and security interests created and arising under
such Loan Document shall remain in full force and effect on a continuous basis, and the perfected
status and priority of each such Lien and security interest continues in full force and effect on a
continuous basis, unimpaired, uninterrupted and undischarged, after giving effect to this
Amendment, as collateral security for its obligations, liabilities and indebtedness under the
Credit Agreement.
(b) Except as specifically provided herein, the execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the General
Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of
any of the Loan Documents.
(c) Each Borrower and the other parties hereto acknowledge and agree that this Amendment shall
constitute a Loan Document.
SECTION 7. Expenses. The U.S. Borrower agrees to pay or reimburse the General
Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in
connection with this Amendment and any other documents prepared in connection herewith, including,
without limitation, the reasonable fees and disbursements of counsel to the General Administrative
Agent.
SECTION 8. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS
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OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SUBSECTION 17.13 OF
THE CREDIT AGREEMENT AS IF SUCH SUBSECTION WERE SET FORTH IN FULL HEREIN.
SECTION 9. Execution in Counterparts. This Amendment may be executed by one or more
of the parties to this Amendment on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same instrument.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective proper and duly authorized officers as of the day and year first
above written.
XXXX CORPORATION |
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By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | VP & Treasurer | |||
LEAR CANADA |
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By: | /s/ Xxxxxxx Van Henkelom | |||
Name: | Xxxxxxx Van Henkelom | |||
Title: | Corporate Representative | |||
XXXX CORPORATION SWEDEN AB |
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By: | /s/ Xxxxxx Xxxxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxxxx | |||
Title: | Director | |||
By: | /s/ Xxxxxx Xxxxxx | |||
Name: | Xxxxxx Xxxxxx | |||
Title: | Director | |||
XXXX FINANCIAL SERVICES (NETHERLANDS) B.V. |
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By: | /s/ Xxxxxx Xxxxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxxxx | |||
Title: | Director | |||
XXXX CORPORATION (UK) LIMITED |
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By: | /s/ Xxxxxx Xxxxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxxxx | |||
Title: | Director | |||
XXXX CORPORATION MEXICO, S. DE X.X. DE C.V. |
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By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxxxxx | |||
Title: | President | |||
JPMORGAN CHASE BANK, N.A., as General Administrative Agent and as a Lender |
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By: | /s/ Xxx Xxxxxxxxx | |||
Name: | Xxx Xxxxxxxxx | |||
Title: | Managing Director |
Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 | ||||||
BNP Paribas | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxx Xxxxxx
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Title: Managing Director | ||||||
By: | /s/ Xxxxxxx Xxxxxx | |||||
Name: Xxxxxxx Xxxxxx | ||||||
Title: Director | ||||||
Platinum Grove Contingent Capital Master Fund Ltd. | ||||||
(Name of Lender) | ||||||
By: | /s/ Chi-Fu Xxxxx
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Title: | ||||||
Carlyle High Yield Partners VIII, Ltd. | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxx Xxxx
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Title: Managing Director | ||||||
Carlyle High Yield Partners IX, Ltd. | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxx Xxxx
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Title: Managing Director | ||||||
Carlyle High Yield Partners 2008-1, Ltd. | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxx Xxxx
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Title: Managing Director | ||||||
Carlyle Credit Partners Financing I, Ltd. | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxx Xxxx
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Title: Managing Director |
Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 | ||||||
Carlyle High Yield Partners X, Ltd. | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxx Xxxx
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Title: Managing Director | ||||||
Carlyle High Yield Partners VII, Ltd. | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxx Xxxx
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Title: Managing Director | ||||||
Carlyle High Yield Partners VI, Ltd. | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxx Xxxx
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Title: Managing Director | ||||||
Carlyle High Yield Partners IV, Ltd. | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxx Xxxx
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Title: Managing Director | ||||||
Lord Xxxxxx Investment Trust- | ||||||
Lord Xxxxxx Floating Rate Fund | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxxxxxxx Xxxxxxx
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Title: Portfolio Manager |
Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 | ||||||
Golden Knight II CLO, Ltd. | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxxxxxxx Xxxxxxx
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Title: Portfolio Manager | ||||||
LORD XXXXXX & CO. LLC | ||||||
AS COLLATERAL MANAGER | ||||||
Black Diamond International Funding, Ltd. | ||||||
By: BDCM Fund Adviser, L.L.C. | ||||||
As Its Collateral Manager | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxxxx X. Xxxxxxx
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Title: Managing Principal | ||||||
BLACK DIAMOND CLO 2006-1 (CAYMAN), Ltd. | ||||||
By: Black Diamond CLO 2006-1 Adviser, L.L.C. | ||||||
As Its Collateral Manager | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxxxx X. Xxxxxxx
|
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Title: Managing Principal | ||||||
GULF STREAM COMPASS CLO 2005-II, LTD | ||||||
By: Gulf Stream Asset Management LLC | ||||||
As Collateral Manager | ||||||
GULF STREAM-SEXTANT CLO 2006-I, LTD | ||||||
By: Gulf Stream Asset Management LLC | ||||||
As Collateral Manager | ||||||
By: | /s/ Xxxxx X. Love | |||||
Name: Xxxxx X. Love | ||||||
Title: Chief Credit Officer | ||||||
Deutsche Bank AG London Branch | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxxx Xxxxxxxx
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Title: Vice President | ||||||
By: | /s/ Xxxxxxx X. Xxxxxxx
|
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Assistant Vice President |
Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 | ||||||
XXXXXXX XXXXX BANK USA | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx | ||||||
Title: Vice President | ||||||
The Bank of Nova Scotia | ||||||
(Name of Lender) | ||||||
By: | /s/ X. X. Xxxx
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Title: Managing Director | ||||||
Bank of America, N.A. | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxx XxXxxxxx
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Title: SVP | ||||||
Bayerische Hypo-Und Vereinsbank, AG | ||||||
New York Branch | ||||||
By: | /s/ Xxxxxxx Xxxxxxxxx
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Director | ||||||
By: | /s/ XxxxXxx Xxxxxx
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Managing Director | ||||||
ICAHN PARTNERS LP | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxx Xxxxx
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Title: CCO |
Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25,2006 Icahn Partners Master Fund L.P. (Name of Lender) |
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By: | /s/ Xxxxx Xxxxx | |||
Name: | Xxxxx Xxxxx | |||
Title: | CCO |
Icahn Partners Master Fund II L.P. (Name of Lender) |
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By: | /s/ Xxxxx Xxxxx | |||
Name: | Xxxxx Xxxxx | |||
Title: | CCO | |||
Icahn Partners Master Fund III L.P. (Name of Lender) |
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By: | /s/ Xxxxx Xxxxx | |||
Name: | Xxxxx Xxxxx | |||
Title: | CCO |
Icahn Fund Sub 1 Ltd. (Name of Lender) |
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By: | /s/ Xxxxx Xxxxx | |||
Name: | Xxxxx Xxxxx | |||
Title: | CCO |
Icahn Fund Sub 2 Ltd. (Name of Lender) |
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By: | /s/ Xxxxx Xxxxx | |||
Name: | Xxxxx Xxxxx | |||
Title: | CCO |
Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 Icahn Fund Sub 3 Ltd. (Name of Lender) |
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By: | /s/ Xxxxx Xxxxx | |||
Name: | Xxxxx Xxxxx | |||
Title: | CCO | |||
Icahn Fund Sub 4 Ltd. (Name of Lender) |
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By: | /s/ Xxxxx Xxxxx | |||
Name: | Xxxxx Xxxxx | |||
Title: | CCO | |||
NAVIGATOR CDO 2003, LTD., as a Lender | ||||
By: | GE Asset Management Inc., as Collateral Manager | |||
By: | /s/ Xxxx Xxxxxx
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Name: | Xxxx Xxxxxx | |||
Title: | Authorized Signatory | |||
NAVIGATOR CDO 2004, LTD., as a Lender | ||||
By: | GE Asset Management Inc., as Collateral Manager | |||
By: | /s/ Xxxx Xxxxxx
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Name: | Xxxx Xxxxxx | |||
Title: | Authorized Signatory | |||
NAVIGATOR CDO 2005, LTD,, as a Lender | ||||
By: | GE Asset Management Inc., as Collateral Manager | |||
By: | /s/ Xxxx Xxxxxx
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Name: | Xxxx Xxxxxx | |||
Title: | Authorized Signatory | |||
GENERAL ELECTRIC PENSION TRUST, as a Lender | ||||
By: | GE Asset Management Inc., as Collateral Manager | |||
By: | /s/ Xxxx Xxxxxx
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Name: | Xxxx Xxxxxx | |||
Title: | Authorized Signatory | |||
XX Xxxxxx Chase Bank, N.A. Secondary Loan & Distressed Credit Trading (Name of Lender) |
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By: | /s/ Xxxxx Xxxxx | |||
Name: | Xxxxx Xxxxx | |||
Title: | Authorized Signatory | |||
UBS Loan Finance LLC (Name of Lender) |
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By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Associate Director Banking Products Services, US | |||
By: | /s/ Xxxx X. Xxxx | |||
Name: Title: |
Xxxx X. Xxxx Associate Director Banking Products Services, US |
Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 |
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CONTINENTAL CASUALTY COMPANY (Name of Lender) |
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By: | /s/ Xxxxxxx X. XxXxxx | |||
Name: | Xxxxxxx X. XxXxxx | |||
Title: | Vice President and Assistant Treasurer | |||
Approved by | ||||
Law Dept. | ||||
By: | MPL | |||
Date: 6-24-09 |
Baltic Funding LLC (Name of Lender) |
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By: | /s/ Xxxx X. Xxxxx | |||
Name: | Xxxx X. Xxxxx | |||
Title: | Assistant Vice President |
Ballantyne Funding LLC (Name of Lender) |
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By: | /s/ Xxxx X. Xxxxx | |||
Name: | Xxxx X. Xxxxx | |||
Title: | Assistant Vice President | |||
(Name of Lender) |
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By: | ||||
Name: | ||||
Title: |
OAK HILL CREDIT PARTNERS II, LIMITED, as a Lender |
OAK HILL CREDIT PARTNERS III, LIMITED, as a Lender |
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By: Oak Hill CLO Management II, LLC As Investment Manager |
By: Oak Hill CLO Management III, LLC As Investment Manager |
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By: |
/s/ Xxxxx X. Xxxxx
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By: | /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx | Name: Xxxxx X. Xxxxx | |||||||||
Title: Authorized Person | Title: Authorized Person | |||||||||
OAK HILL CREDIT PARTNERS IV, LIMITED, as a Lender |
OAK HILL CREDIT PARTNERS V, LIMITED, as a Lender |
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By: Oak Hill CLO Management IV, LLC As Investment Manager |
By: Oak Hill Advisors, L.P. As Portfolio Manager |
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By: |
/s/ Xxxxx X. Xxxxx
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By: | /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx | Name: Xxxxx X. Xxxxx | |||||||||
Title: Authorized Person | Title: Authorized Person | |||||||||
OAK HILL CREDIT OPPORTUNITIES FINANCING, LTD., as a Lender |
OHA PARK AVENUE CLO I, LTD., as a Lender | |||||||||
By: Oak Hill Advisors, L.P. As Investment Manager |
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By: |
/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx | ||||||||||
Title: Authorized Person | By: | /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx | ||||||||||
Title: Authorized Person | ||||||||||
Stichting Bedrijfstakpensioenfonds Voor de Metalektro, as a Lender |
GMAM GROUP PENSION TRUST I, as a Lender | |||||||||
By: Oak Hill Advisors, L.P. As Investment Manager |
By: STATE STREET BANK AND TRUST COMPANY, solely as Trustee |
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By: |
/s/ Xxxxx X. Xxxxx |
By: | /s/ Xxxxxxx Xxxxxx
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Name: Xxxxx X. Xxxxx | Name: Xxxxxxx Xxxxxx | |||||||||
Title: Authorized Person | Title: Officer |
Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the
Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as
of April 25, 2006
COMERICA BANK
(Name of Lender)
By: | /s/ Xxx Xxxxx | |||
Name: | Xxx Xxxxx | |||
Title: | Senior Vice President |
CFIP Master Fund, Ltd.
By: Chicago Fundamental Investment Partners, LLC,
its Investment Manager
its Investment Manager
(Name of Lender)
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | General Counsel & CCO |
CHGO Loan Funding Ltd.
By: Chicago Fundamental Investment Partners, LLC,
as Collateral Manager
as Collateral Manager
(Name of Lender)
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | General Counsel & CCO | |||
NORTHWOODS CAPITAL IV, LIMITED
BY: XXXXXX, XXXXXX & CO., L.P.,
AS COLLATERAL MANAGER
NORTHWOODS CAPITAL V, LIMITED
BY: XXXXXX, XXXXXX & CO., L.P.
AS COLLATERAL MANAGER
BY: XXXXXX, XXXXXX & CO., L.P.,
AS COLLATERAL MANAGER
NORTHWOODS CAPITAL V, LIMITED
BY: XXXXXX, XXXXXX & CO., L.P.
AS COLLATERAL MANAGER
NORTHWOODS CAPITAL VI, LIMITED
BY: XXXXXX, XXXXXX & CO., L.P.
AS COLLATERAL MANAGER
BY: XXXXXX, XXXXXX & CO., L.P.
AS COLLATERAL MANAGER
NORTHWOODS CAPITAL VII, LIMITED
BY: XXXXXX, XXXXXX & CO., L.P.
AS COLLATERAL MANAGER
BY: XXXXXX, XXXXXX & CO., L.P.
AS COLLATERAL MANAGER
NORTHWOODS CAPITAL VIII, LIMITED
BY: XXXXXX, XXXXXX & CO., L.P.,
AS COLLATERAL MANAGER
BY: XXXXXX, XXXXXX & CO., L.P.,
AS COLLATERAL MANAGER
JRG Reinsurance Company, Ltd.
By: Xxxxxx, Xxxxxx & Co., L.P.
As Investment Manager
By: Xxxxxx, Xxxxxx & Co., L.P.
As Investment Manager
(Name of Lender)
By: | /s/ Xxxxxxx Xxxxxxxx | |||
Name: | Xxxxxxx Xxxxxxxx | |||
Title: | Managing Director |
ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD.
By: ARES ENHANCED LOAN MANAGEMENT IR, L.P.,
as Portfolio Manager
as Portfolio Manager
By: Ares Enhanced Loan IR GP, LLC, as its General Partner
By: Ares Management LLC, as its Manager
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Authorized Signatory |
ARES ENHANCED LOAN INVESTMENT STRATEGY IR-B LTD.
By: ARES ENHANCED LOAN MANAGEMENT IR-B, L.P.,
as Portfolio Manager
as Portfolio Manager
By: Ares Enhanced Loan IR-B GP, LLC, as its General Partner
By: Ares Management LLC, as its Manager
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Authorized Signatory |
ARES XI CLO Ltd.
By: ARES CLO MANAGEMENT XI, L.P.
By: ARES CLO GP XI, LLC, ITS GENERAL PARTNER
By: ARES MANAGEMENT LLC, ITS MANAGER
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Authorized Signatory |
Ares X CLO Ltd.
By: Ares CLO Management X, L.P.,
Investment Manager
By:
Ares CLO GP X, LLC,
Its General Partner
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Authorized Signatory |
Ares VR CLO Ltd.
By: Ares CLO Management VR, L.P.,
Investment Manager
By: Ares CLO GP VR, LLC,
Its General Partner
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Authorized Signatory |
Ares VIR CLO Ltd.
By: Ares CLO Management VIR, L.P.,
Investment Manager
By: Ares CLO GP VIR, LLC,
Its General Partner
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Authorized Signatory |
Ares VII CLO Ltd.
By: Ares CLO Management VII, L.P.,
Investment Manager
By: Ares CLO GP VII, LLC,
Its General Partner
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Authorized Signatory |
Ares VIII CLO Ltd.
By: Ares CLO Management VIII, L.P.,
Investment Manager
By: Ares CLO GP VIII, LLC,
Its General Partner
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Authorized Signatory |
Ares IX CLO Ltd.
By: Ares CLO Management IX, L.P.,
Investment Manager
By: Ares CLO GP IX, LLC,
Its General Partner
By: Ares Management LLC,
Its Managing Member
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Authorized Signatory |
Global Loan Opportunity Fund B.V.
By: Ares Management Limited, its Portfolio Manager
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Authorized Signatory | |||
Signature page to Fourth Amendment and Release dated as of June 22, 2009
to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement,
dated as of April 25, 2006
Styx Partners, L.P.
(Name of Lender)
By: Styx Associates LLC,
its General Partner
its General Partner
By: | /s/ Xxxxx Xxxxx | |||
Name: | Xxxxx Xxxxx | |||
Title: | Senior Managing Director | |||
Hillmark Funding Ltd.
by: Hillmark Capital
Management, L.P. as Collateral Manager: as a Lender
by: Hillmark Capital
Management, L.P. as Collateral Manager: as a Lender
(Name of Lender)
By: | /s/ Xxxxxx Xxxxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxxxx | |||
Title: | Chairman | |||
Signature page to Fourth Amendment and Release dated as of June 22, 2009
to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement,
dated as of April 25, 2006
Waveland — INGOTS, LTD.
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: | /s/ Xxxxxx Y. D. Xxx | |||
Xxxxxx Y. D. Xxx | ||||
Executive Vice President |
Loan Funding III (Delaware) LLC
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: | /s/ Xxxxxx Y. D. Xxx | |||
Xxxxxx Y. D. Xxx | ||||
Executive Vice President |
Southport CLO, Limited
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: | /s/ Xxxxxx Y. D. Xxx | |||
Xxxxxx Y. D. Xxx | ||||
Executive Vice President |
Fairway Loan Funding Company
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: | /s/ Xxxxxx Y. D. Xxx | |||
Xxxxxx Y. D. Xxx | ||||
Executive Vice President |
Mayport CLO Ltd.
By: Pacific Investment Management Company LLC,
as its Investment Advisor
By: | /s/ Xxxxxx Y. D. Xxx | |||
Xxxxxx Y. D. Xxx | ||||
Executive Vice President |
Oregon Public Employees Retirement Fund
(Name of Lender)
By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Authorized Signatory | |||
Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 |
||||||
KKR Financial CLO 2007-1, Ltd. | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxx X. Xxxxxx
|
|||||
Name: Xxxxx X. Xxxxxx | ||||||
Title: Authorized Signatory |
KKR Financial CLO 2009-1, Ltd. | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxx X. Xxxxxx
|
|||||
Name: Xxxxx X. Xxxxxx | ||||||
Title: Authorized Signatory |
KKR Financial CLO 2007-A, Ltd. | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxx X. Xxxxxx
|
|||||
Name: Xxxxx X. Xxxxxx | ||||||
Title: Authorized Signatory |
KKR Financial CLO 2005-1, Ltd. | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxx X. Xxxxxx
|
|||||
Name: Xxxxx X. Xxxxxx | ||||||
Title: Authorized Signatory |
KKR Financial CLO 2006-1, Ltd. | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxx X. Xxxxxx
|
|||||
Name: Xxxxx X. Xxxxxx | ||||||
Title: Authorized Signatory |
Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 |
||||||
KKR Financial CLO 2005-2, Ltd. | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxx X. Xxxxxx
|
|||||
Name: Xxxxx X. Xxxxxx | ||||||
Title: Authorized Signatory |
Sankaty Advisors, LLC as Collateral Manager for XXXXX POINT CLO, LTD., as Term Lender | ||||||||
(Name of Lender) | ||||||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||||||
Name: | Xxxx X. Xxxxxxxxx | |||||||
Title: | Chief Compliance Officer Assistant Secretary |
Sankaty Advisors, LLC as Collateral Manager for Castle Hill I - INGOTS, Ltd., as Term Lender | ||||||||
(Name of Lender) | ||||||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||||||
Name: | Xxxx X. Xxxxxxxxx | |||||||
Title: | Chief Compliance Officer Assistant Secretary |
Sankaty Advisors, LLC as Collateral Manager for Loan Funding XI LLC, As Term Lender | ||||||||
(Name of Lender) | ||||||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||||||
Name: | Xxxx X. Xxxxxxxxx | |||||||
Title: | Chief Compliance Officer Assistant Secretary |
Chatham Light II CLO, Ltd By: Sankaty Advisors, LLC as Collateral Manager |
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(Name of Lender) | ||||||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||||||
Name: | Xxxx X. Xxxxxxxxx | |||||||
Title: | Chief Compliance Officer Assistant Secretary |
Katonah III, Ltd. by Sankaty Advisors LLC as Sub-Advisors | ||||||||
(Name of Lender) | ||||||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||||||
Name: | Xxxx X. Xxxxxxxxx | |||||||
Title: | Chief Compliance Officer Assistant Secretary |
Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 |
||||||||
Katonah IV, Ltd. by Sankaty Advisors, LLC as Sub-Advisors | ||||||||
(Name of Lender) | ||||||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||||||
Name: | Xxxx X. Xxxxxxxxx | |||||||
Title: | Chief Compliance Officer Assistant Secretary |
Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender | ||||||||
(Name of Lender) | ||||||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||||||
Name: | Xxxx X. Xxxxxxxxx | |||||||
Title: | Chief Compliance Officer Assistant Secretary |
Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender | ||||||||
(Name of Lender) | ||||||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||||||
Name: | Xxxx X. Xxxxxxxxx | |||||||
Title: | Chief Compliance Officer Assistant Secretary |
Sankaty Advisors, LLC as Collateral Manager for Race Point III CLO, Limited, as Term Lender | ||||||||
(Name of Lender) | ||||||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||||||
Name: | Xxxx X. Xxxxxxxxx | |||||||
Title: | Chief Compliance Officer Assistant Secretary |
Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 |
||||||
Race Point IV CLO, Ltd | ||||||
By: Sankaty Advisors, LLC as Collateral Manager |
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(Name of Lender) | ||||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||||
Name: Xxxx X. Xxxxxxxxx | ||||||
Title: Chief Compliance Officer Assistant Secretary |
||||||
Sankaty High Yield Partners II, L.P. | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||||
Name: Xxxx X. Xxxxxxxxx | ||||||
Title: Chief Compliance Officer Assistant Secretary |
||||||
Sankaty High Yield Partners III, L.P. | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||||
Name: Xxxx X. Xxxxxxxxx | ||||||
Title: Chief Compliance Officer Assistant Secretary |
||||||
SSS Funding II | ||||||
By: Sankaty Advisors, LLC as collateral Manager |
||||||
(Name of Lender) | ||||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||||
Name: Xxxx X. Xxxxxxxxx | ||||||
Title: Chief Compliance Officer Assistant Secretary |
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KINGSLAND II, LTD. | ||||||
By: Kingsland Capital Management, LLC as Manager |
||||||
By: | /s/ Xxxxxxx Xxxxx | |||||
Name: Xxxxxxx Xxxxx | ||||||
Title: Authorized Officer | ||||||
KINGSLAND III, LTD. | ||||||
By: Kingsland Capital Management, LLC as Manager |
||||||
By: | /s/ Xxxxxxx Xxxxx | |||||
Name: Xxxxxxx Xxxxx | ||||||
Title: Authorized Officer |
Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 | ||||||
KINGSLAND IV, LTD. | ||||||
By: Kingsland Capital Management, LLC as Manager |
||||||
By: | /s/ Xxxxxxx Xxxxx | |||||
Name: Xxxxxxx Xxxxx | ||||||
Title: Authorized Officer | ||||||
KINGSLAND V, LTD. | ||||||
By: Kingsland Capital Management, LLC as Manager |
||||||
By: | /s/ Xxxxxxx Xxxxx | |||||
Name: Xxxxxxx Xxxxx | ||||||
Title: Authorized Officer | ||||||
CITIBANK, N.A. | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxx Xxxxxxxx | |||||
Name: Xxxxx Xxxxxxxx | ||||||
Title: MANAGING DIRECTOR — CITIBANK, N.A. GLOBAL AUTOS & IND DEPT 000 XXXXXXXXX XX / 00xx XX Ph: 000-000-0000 |
||||||
THE ROYAL BANK OF SCOTLAND PLC | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxx Xxxxxx | |||||
Name: Xxxx Xxxxxx | ||||||
Title: Senior Vice President | ||||||
XXXXXXX XXXXX LENDING PARTNERS, LLC | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxxx Xxxxxx | |||||
Name: Xxxxxx Xxxxxx | ||||||
Title: Authorized Signatory | ||||||
VICTORIA FALLS CLO, LTD. | ||||||
(Name of Lender) | ||||||
By: | /s/ Xxxxxxx X. Xxxxx | |||||
Name: Xxxxxxx X. Xxxxx | ||||||
Title: SVP |
Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 |
||||||
SUMMIT LAKE CLO, LTD. (Name of Lender) |
||||||
By: | /s/ Xxxxxxx X. Xxxxx
|
|||||
Title: SVP | ||||||
CLEAR LAKE CLO, LTD. (Name of Lender) |
||||||
By: | /s/ Xxxxxxx X. Xxxxx
|
|||||
Title: SVP | ||||||
DIAMOND LAKE CLO, LTD. (Name of Lender) |
||||||
By: | /s/ Xxxxxxx X. Xxxxx
|
|||||
Title: SVP | ||||||
ST. XXXXX RIVER CLO, LTD. (Name of Lender) |
||||||
By: | /s/ Xxxxxxx X. Xxxxx
|
|||||
Title: SVP | ||||||
Taconic Capital Partners 1.5 L.P. By: Taconic Capital Advisors, LP, as Investment Advisor |
||||||
By: | /s/ Xxx Xxxxxxx
|
|||||
Name: Xxx Xxxxxxx | ||||||
Title: Principal | ||||||
Taconic Opportunity Fund L.P. By: Taconic Capital Advisors, LP, as Investment Advisor |
||||||
By: | /s/ Xxx Xxxxxxx
|
|||||
Name: Xxx Xxxxxxx | ||||||
Title: Principal |
Signature page to Fourth Amendment and Release dated as of June 22, 2009 to the Xxxx Corporation Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006 |
||||||
Zodiac Fund — Xxxxxx Xxxxxxx US | ||||||
Senior Loan Fund | ||||||
Name | By: Xxxxxx Xxxxxxx Investment Management Inc. as | |||||
Investment Manager | ||||||
By: | /s/ Xxxxxxx X. Xxxxxx XX. | |||||
Name: Xxxxxxx X. Xxxxxx XX. | ||||||
Title: Executive Director | ||||||
LANDMARK II CDO Limited | ||||||
By: Aladdin Capital Management, as a Lender | ||||||
By: | /s/ Xxxxx Xxxxx | |||||
Name: Xxxxx Xxxxx | ||||||
Title: Designated Signatory | ||||||
LANDMARK VII CDO Limited | ||||||
By: Aladdin Capital Management, as a Lender | ||||||
By: | /s/ Xxxxx Xxxxx | |||||
Name: Xxxxx Xxxxx | ||||||
Title: Designated Signatory | ||||||
LANDMARK VIII CLO Limited | ||||||
By: Aladdin Capital Management, as a Lender | ||||||
By: | /s/ Xxxxx Xxxxx | |||||
Name: Xxxxx Xxxxx | ||||||
Title: Designated Signatory | ||||||
GREYROCK CDO Limited | ||||||
By: Aladdin Capital Management, as a Lender | ||||||
By: | /s/ Xxxxx Xxxxx | |||||
Name: Xxxxx Xxxxx | ||||||
Title: Designated Signatory |
Signature
page to Fourth Amendment and Release dated as of June 22, 2009 to the Xxxx Corporation
Amended and Restated Credit and Guarantee Agreement, dated as of
April 25, 2006
State Board of Administration of Florida
By: | Hartford Investment Management Company, its Investment Manager |
By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | SVP | |||
Hartford
Institutional Trust, on behalf of its Floating Rate Bank Loan Series
By: | Hartford Investment Management Company, its Investment Manager |
By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | SVP | |||
The Hartford Mutual Funds, Inc., on behalf of
The Hartford Floating Rate Fund
By: | Hartford Investment Management Company, its Sub-advisor |
By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | SVP | |||
Hartford
Series Fund, Inc., on behalf of
Hartford High Yield HLS Fund
By: | Hartford Investment Management Company, its Sub-advisor |
By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | SVP | |||
The Hartford Mutual Funds, Inc., on behalf of
The Hartford Strategic Income Fund
By: | Hartford Investment Management Company its Investment Manager |
By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | SVP | |||
The Investment and Administrative Committee of The Xxxx Disney Company Sponsored Qualified Benefit Plans and Key Employees Deferred Compensation and Retirement Plan
By: | Hartford Investment Management Company its Investment Manager |
By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | SVP | |||
Signature
page to Fourth Amendment and Release dated as of June 22, 2009 to the Xxxx Corporation
Amended and Restated Credit and Guarantee Agreement, dated as of
April 25, 2006
The Hartford Mutual Funds, Inc., on behalf of The Hartford High Yield Fund
By: Hartford Investment Management Company, its Sub-advisor |
By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | SVP | |||
Hartford Life and Accident Insurance Company
By: | Hartford Investment Management Company its Agent and Attorney-in-Fact |
By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | SVP | |||
The Hartford Mutual Funds, Inc., on behalf of
The Hartford Income Fund
By Hartford Investment Management Company,
its Subadvisor
The Hartford Income Fund
By Hartford Investment Management Company,
its Subadvisor
By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | SVP | |||
The Hartford Mutual Funds, Inc., on behalf of
The Hartford Total Return Bond Fund
By Hartford Investment Management Company,
its Subadvisor
The Hartford Total Return Bond Fund
By Hartford Investment Management Company,
its Subadvisor
By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | SVP | |||
Hartford Series Fund, Inc., on behalf of
Hartford Total Return Bond HLS Fund
By Hartford Investment Management Company,
its Subadvisor
Hartford Total Return Bond HLS Fund
By Hartford Investment Management Company,
its Subadvisor
By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | SVP | |||
Fraser Xxxxxxxx CLO II Ltd
(Name of Lender)
(Name of Lender)
By: | Fraser Xxxxxxxx Investment Management, LLC as Collateral Manager |
By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Managing Partner | |||
Fraser Xxxxxxxx CLO I Ltd
(Name of Lender)
(Name of Lender)
By: | Fraser Xxxxxxxx Investment Management LLC, as Collateral Manager |
By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Managing Partner |
ACKNOWLEDGMENT AND CONSENT
Each of the parties hereto hereby acknowledges and consents to the Fourth Amendment and
Release, dated as of June 22, 2009 (the “Amendment”; capitalized terms used herein, but not
defined, shall have the meanings set forth in the Amendment), to the Credit Agreement, dated as of
April 25, 2006 (the “Existing Credit Agreement”), among XXXX CORPORATION, a Delaware
corporation, certain Subsidiaries of XXXX CORPORATION, the several lenders from time to time
parties thereto, the several agents parties thereto and JPMORGAN CHASE BANK, N.A., as general
administrative agent, and agrees with respect to each Loan Document to which it is a party:
(a) all of its obligations, liabilities and indebtedness under such Loan Document shall remain
in full force and effect on a continuous basis after giving effect to the Amendment and the release
of guarantees described therein and its guarantee, if any, of the obligations, liabilities and
indebtedness of the Loan Parties under the Existing Credit Agreement shall extend to and cover all
Extensions of Credit and interest thereon and fees and expenses and other obligations in respect
thereof and in respect of commitments related thereto; and
(b) all of the Liens and security interests created and arising under such Loan Document
remain in full force and effect on a continuous basis, and the perfected status and priority of
each such Lien and security interest continue in full force and effect on a continuous basis,
unimpaired, uninterrupted and undischarged, after giving effect to the Amendment, as collateral
security for its obligations, liabilities and indebtedness under the Credit Agreement and under its
guarantees, if any, in the Loan Documents.
[Remainder of page intentionally left blank.]
XXXX CORPORATION |
||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | VP & Treasurer | |||
LEAR OPERATIONS CORPORATION |
||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | VP & Treasurer | |||
XXXX SEATING HOLDINGS CORP. #50 |
||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | VP & Treasurer | |||
XXXX CORPORATION XXXX AND INTERIORS |
||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | VP & Treasurer | |||
XXXX CORPORATION (GERMANY) LTD. |
||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | VP & Treasurer | |||
LEAR AUTOMOTIVE DEARBORN, INC. |
||||
By: | /s/ Xxxxx X. Xxxxxxx | |||
Name: | Xxxxx X. Xxxxxxx | |||
Title: | VP & Treasurer | |||