Exhibit 4.6
AMENDMENT NO. 1 TO THE
CREDIT AGREEMENT
Dated as of March 13, 2002
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT among DRESSER, INC., a
Delaware corporation (the "U.S. BORROWER") and D.I. LUXEMBOURG S.A.R.L., a
corporation organized and existing under the laws of Luxembourg (the "EURO
BORROWER", and, collectively with the U.S. Borrower, the "BORROWERS"), DEG
ACQUISITIONS, LLC, a limited liability company organized and existing under the
laws of Delaware (the "PARENT"), the Subsidiary Guarantors parties to the Credit
Agreement referred to below (the "SUBSIDIARY GUARANTORS"), the banks, financial
institutions and other institutional lenders parties to the Credit Agreement
referred to below (collectively, the "LENDERS") and XXXXXX XXXXXXX SENIOR
FUNDING, INC., as agent (the "AGENT") for the Lenders.
PRELIMINARY STATEMENTS:
(1) The Borrowers, the Parent, the Subsidiary Guarantors, the
Lenders and the Agent have entered into a Credit Agreement dated as of April 10,
2001 (as amended, supplemented or otherwise modified through the date hereof,
the "CREDIT AGREEMENT"). Capitalized terms not otherwise defined in this
Amendment have the same meanings as specified in the Credit Agreement.
(2) The Borrower and the Required Lenders have agreed to amend the
Credit Agreement as hereinafter set forth.
SECTION 1. Amendments to Credit Agreement. The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 3, hereby amended as follows:
(a) The definitions of "Appropriate Lender", "Defaulted Amount",
"Equivalent", "Initial Issuing Bank", "Issuing Bank", "Lender Party",
"Letter of Credit Advance", "Letter of Credit Commitment", "Letter of
Credit Facility", "Required Lenders", "Termination Date", "Total
Debt/EBITDA Ratio" and "Unused Revolving Credit Commitment" in Section 1.01
are amended in full to read as follows:
'"APPROPRIATE LENDER" means, at any time, with respect to (a) any
of the Tranche A U.S. Term, Tranche A Euro Term, Tranche B Term or
Revolving Credit Facilities, a Lender that has a Commitment with
respect to such Facility at such time, (b) the Swing Line Facility,
(i) the Swing Line Bank and (ii) if the other Revolving Credit Lenders
have made Swing Line Advances pursuant to Section 2.02(b) that are
outstanding at such time, each such other Revolving Credit Lender and
(c) the Letter of Credit Facility, (i) any Issuing Bank and (ii) if
the other Revolving Credit Lenders have made Letter of Credit Advances
pursuant to Section 2.03(c) that are outstanding at such time, each
such other Revolving Credit Lender.
"DEFAULTED AMOUNT" means, with respect to any Lender Party at any
time, any amount required to be paid by such Lender Party to any Agent
or any other Lender Party hereunder or under any other Loan Document
at or prior to such time that has not been so paid as of such time,
including, without limitation, any amount required to be paid by such
Lender Party to (a) the Swing Line Bank pursuant to Section 2.02(b) to
purchase a portion of a Swing Line Advance made by the Swing Line
Bank, (b) any Issuing Bank pursuant to Section 2.03(c) to purchase a
portion of a Letter of Credit Advance made by such Issuing Bank, (c)
the Administrative Agent pursuant to Section 2.02(e) to reimburse the
Administrative Agent for the amount of any Advance made by the
Administrative Agent for the account of such Lender Party, (d) any
other Lender Party pursuant to Section 2.15 to purchase any
participation in Advances owing to such other Lender Party and (e) any
Agent or any Issuing Bank to reimburse such Agent or such Issuing Bank
for such Lender Party's ratable share of any amount required to be
paid by the Lender Parties to such Agent or such Issuing Bank. In the
event that a portion of a Defaulted Amount shall be deemed paid
pursuant to Section 2.15(b), the remaining portion of such Defaulted
Amount shall be considered a Defaulted Amount originally required to
be paid hereunder or under any other Loan Document on the same date as
the Defaulted Amount so deemed paid in part.
"EQUIVALENT" in Dollars of any Applicable Letter of Credit
Currency (other than Dollars) on any date means the equivalent in
Dollars of such Applicable Letter of Credit Currency determined by
using the quoted spot rate at which the Administrative Agent's
principal office in New York City offers to exchange Dollars for such
Applicable Letter of Credit Currency in New York City prior to 4:00
P.M. (New York City time) (unless otherwise indicated by the terms of
this Agreement) on such date, and the "EQUIVALENT" in Euros of any
Dollars means the equivalent in Euros of such Dollars determined by
using the quoted spot rate at which the Administrative Agent's
principal office in New York City offers to exchange Euros for Dollars
in New York City prior to 4:00 P.M. (New York City time) (unless
otherwise indicated by the terms of this Agreement) on such date.
"INITIAL ISSUING BANKS" means each bank listed on Schedule I
hereto that has a Letter of Credit Commitment.
"ISSUING BANKS" means each Initial Issuing Bank and any other
financial institution approved as an Issuing Bank by the
Administrative Agent and any Eligible Assignee to which all or a
portion of a Letter of Credit Commitment hereunder has been assigned
pursuant to Section 9.07 so long as such Eligible Assignee expressly
agrees to perform in accordance with their terms all of the
obligations that by the terms of this Agreement are required to be
performed by it as an Issuing Bank and notifies the Administrative
Agent of its Applicable
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Lending Office and the amount of its Letter of Credit Commitment
(which information shall be recorded by the Administrative Agent in
the Register), for so long as such Initial Issuing Bank, Revolving
Credit Lender or Eligible Assignee, as the case may be, shall have a
Letter of Credit Commitment.
"LENDER PARTY" means any Lender, any Issuing Bank or the Swing
Line Bank.
"LETTER OF CREDIT ADVANCE" means an advance made by any Issuing
Bank or any Revolving Credit Lender pursuant to Section 2.03(c).
"LETTER OF CREDIT COMMITMENT" means, with respect to any Issuing
Bank at any time, the amount set forth opposite such Issuing Bank's
name on Schedule I hereto under the caption "Letter of Credit
Commitment" or, if such Issuing Bank has entered into one or more
Assignment and Acceptances, set forth for such Issuing Bank in the
Register maintained by the Administrative Agent pursuant to Section
9.07(d) as such Issuing Bank's "Letter of Credit Commitment", as such
amount may be reduced at or prior to such time pursuant to Section
2.05.
"LETTER OF CREDIT FACILITY" means, at any time, an amount equal
to the lesser of (a) the aggregate amount of the Issuing Banks' Letter
of Credit Commitments at such time and (b) U.S.$75,000,000, as such
amount may be reduced at or prior to such time pursuant to Section
2.05.
"REQUIRED LENDERS" means, at any time, Lenders owed or holding at
least a majority in interest of the aggregate principal amount (based,
in the case of the Tranche A Euro Term Facility, any Letter of Credit
denominated in an Applicable Letter of Credit Currency other than
Dollars and any Letter of Credit Advance denominated in an Applicable
Letter of Credit Currency other than Dollars, on the Equivalent in
Dollars at such time) of the sum of (a) the aggregate principal amount
of the Advances outstanding at such time, (b) the aggregate Available
Amount of all Letters of Credit outstanding at such time, (c) the
aggregate unused Commitments under all Facilities (other than the
Revolving Credit Facility, the Swing Line Facility or the Letter of
Credit Facility) at such time and (d) the aggregate Unused Revolving
Credit Commitments at such time; provided, however, that, if any
Lender shall be either (i) a Defaulting Lender or (ii) an Affiliate of
any Loan Party at such time, there shall be excluded from the
determination of Required Lenders at such time (A) the aggregate
principal amount (based, to the extent applicable, on the Equivalent
in Dollars at such time) of the Advances owing to such Lender (in its
capacity as a Lender) and outstanding at such time, (B) such Lender's
Pro Rata share of the aggregate Available Amount of all Letters of
Credit outstanding at such time, (C) the aggregate unused Commitments
of such Lender under all Facilities (other than the Revolving Credit
Facility, the Swing Line Facility or the Letter of Credit Facility) at
such time and (D) the Unused Revolving Credit Commitment of such
Lender at such time. For purposes of this definition, the aggregate
principal amount of Swing Line Advances owing to the Swing Line Bank
and of Letter of Credit
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Advances owing to any Issuing Bank and the Available Amount of each
Letter of Credit shall be considered to be owed to the Revolving
Credit Lenders ratably in accordance with their respective Revolving
Credit Commitments.
"TERMINATION DATE" means the earlier of (a) the date of
termination in whole of the Revolving Credit Commitments, the Letter
of Credit Commitments, the Tranche A U.S. Term Commitments, the
Tranche A Euro Term Commitments and the Tranche B Term Commitments
pursuant to Section 2.05 or Section 6.01 and (b)(i) for purposes of
the Revolving Credit Facility, the Letter of Credit Facility, the
Tranche A U.S. Term Facility and the Tranche A Euro Term Facility,
April 10, 2007, and (ii) for purposes of the Tranche B Term Facility
and for all other purposes, April 10, 2009.
"TOTAL DEBT/EBITDA RATIO" means, for any period, the ratio of (A)
the sum of (i) Consolidated Debt for Borrowed Money of the U.S.
Borrower and its Subsidiaries on the last day of such period, and (ii)
without duplication, for the U.S. Borrower and its Subsidiaries,
determined on a Consolidated basis, the aggregate amount of the
liquidation preference with respect to any Preferred Interests that
are not Qualified Preferred Stock issued and outstanding on the last
day of such period to (B) Consolidated Pro Forma Adjusted EBITDA of
the U.S. Borrower and its Subsidiaries for the four fiscal quarter
period ending on the last day of such period, provided that (i) for
any calculation for any period ending on or prior to December 31,
2003, there shall be excluded, solely for the purpose of the
calculation of Consolidated Debt for Borrowed Money for this
definition, any cash or Cash Equivalents held by the U.S. Borrower or
any of its Subsidiaries on the last day of such period and (ii) for
any calculation for any period ending after December 31, 2003, there
shall be excluded, solely for the purpose of the calculation of
Consolidated Debt for Borrowed Money for this definition, any cash or
Cash Equivalents held by the U.S. Borrower or any of its Subsidiaries
on the last day of such period so long as the aggregate principal
amount of Revolving Credit Advances, Letter of Credit Advances and
Swing Line Advances outstanding on such last day shall not exceed the
amount of the Swing Line Facility on such last day.
"UNUSED REVOLVING COMMITMENT" means, with respect to any
Revolving Credit Lender at any time, (a) such Lender's Revolving
Credit Commitment at such time minus (b) the sum of (i) the aggregate
principal amount of all Revolving Credit Advances made by such Lender
and outstanding at such time plus (ii) such Lender's Pro Rata Share of
(A) the aggregate Available Amount of all Letters of Credit
outstanding at such time (based, in the case of any Letter of Credit
denominated in an Applicable Letter of Credit Currency other than
Dollars on the Equivalent in Dollars at such time), (B) the aggregate
principal amount of all Letters of Credit Advances made by the Issuing
Banks pursuant to Section 2.03(c) and outstanding at such time (based,
in the case of any Letter of Credit Advance denominated in an
Applicable Letter of Credit Currency other than Dollars, on the
Equivalent in Dollars at such time) and (C) the Swing Line Reserve at
such time."
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(b) Section 1.01 is further amended by inserting the following
definitions in appropriate alphabetical order:
"APPLICABLE LETTER OF CREDIT CURRENCY" means Dollars, Euros and,
to the extent that an Issuing Bank agrees (in its sole discretion) in
connection with an issuance of Letters of Credit, any other freely
traded and transferable currency.
"ASSET SECURITIZATION" means a structured receivables financing
transaction entered into by the U.S. Borrower and its Subsidiaries
provided that (a) the monetary Obligations of the U.S. Borrower and
its Subsidiaries in respect of the Asset Securitization shall be
non-recourse to any Loan Party (other than such recourse as is
customary in receivables securitization transactions of this type),
(b) the documentation relating to the Asset Securitization shall be in
form and substance reasonably satisfactory to the Administrative
Agent, (c) the U.S. Borrower and its Subsidiaries shall have received
in cash from the initial transfer of the Securitization Receivables in
connection with such structured receivables financing Net Cash
Proceeds in an amount at least equal to 70% of the aggregate principal
amount of the Securitization Receivables so transferred, and (d) the
Administrative Agent shall be reasonably satisfied that all amounts
relating to the Securitization Receivables shall not be commingled
with cash or other amounts of the Borrowers and their respective
Subsidiaries and that all amounts paid in respect of such
Securitization Receivables shall be deposited into one or more
lockboxes or other bank accounts in which no other funds are deposited
on terms and conditions reasonably satisfactory to the Administrative
Agent.
"HIGH YIELD ADD-ON PROCEEDS" means an amount equal to the lesser
of (i) U.S. $100,000,000 and (ii) 50% of the gross cash proceeds from
the first issuance by the U.S. Borrower after March 1, 2002 of Senior
Subordinated Debt to the extent that the Net Cash Proceeds of such
issuance are applied to permanently reduce the Facilities hereunder,
without taking into account any portion of accrued interest with
respect to such Senior Subordinated Debt pre-funded by the holders
thereof.
"RECEIVABLES SUBSIDIARY" means a Subsidiary of the U.S. Borrower
that conducts no business other than the Asset Securitization and
activities incidental thereto.
"SECURITIZATION RECEIVABLES" means, initially, all receivables of
the U.S. Borrower and its Subsidiaries (the "ORIGINATOR") of the type
described on Schedule IV hereto. For the avoidance of doubt,
Securitization Receivables shall include amounts owing to the
Originator in respect of products sold and/or services rendered by the
Originator, in all cases regardless of whether such receivables are
characterized as accounts receivable, general intangibles or
otherwise, and shall include certain related rights described in the
documentation approved by the Administrative Agent in connection with
the Asset Securitization."
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(c) Section 2.01(f) is amended in full to read as follows:
"(f) The Letters of Credit. Each Issuing Bank severally agrees,
on the terms and conditions hereinafter set forth, to issue (or cause
its Affiliate that is a commercial bank to issue on its behalf)
letters of credit (the "LETTERS OF CREDIT") in an Applicable Letter of
Credit Currency for the account of the U.S. Borrower from time to time
on any Business Day during the period from the date hereof until 5
days before the Termination Date in an aggregate Available Amount (i)
for all Letters of Credit (in the case of a Letter of Credit issued in
an Applicable Letter of Credit Currency other than Dollars, the
Equivalent in Dollars of such Applicable Letter of Credit Currency)
not to exceed at any time the lesser of (x) the Letter of Credit
Facility at such time and (y) such Issuing Bank's Letter of Credit
Commitment at such time and (ii) for each such Letter of Credit (in
the case of a Letter of Credit issued in an Applicable Letter of
Credit Currency other than Dollars, the Equivalent in Dollars of such
Applicable Letter of Credit Currency) not to exceed the Unused
Revolving Credit Commitments of the Revolving Credit Lenders at such
time. No Letter of Credit shall have an expiration date (including all
rights of the U.S. Borrower or the beneficiary to require renewal)
later than 5 days before the Termination Date and (A) in the case of a
Standby Letter of Credit, 25 months after the date of issuance
thereof, but may by its terms be renewable annually upon notice (a
"NOTICE OF RENEWAL") given to the Issuing Bank that issued such
Standby Letter of Credit and the Administrative Agent on or prior to
any date for notice of renewal set forth in such Letter of Credit but
in any event at least three Business Days prior to the date of the
proposed renewal of such Standby Letter of Credit and upon fulfillment
of the applicable conditions set forth in Article III unless such
Issuing Bank has notified the U.S. Borrower (with a copy to the
Administrative Agent) on or prior to the date for notice of
termination set forth in such Letter of Credit but in any event at
least 30 Business Days prior to the date of automatic renewal of its
election not to renew such Standby Letter of Credit (a "NOTICE OF
TERMINATION") and (B) in the case of a Trade Letter of Credit, 180
days after the date of issuance thereof; provided that the terms of
each Standby Letter of Credit that is automatically renewable annually
shall (x) require the Issuing Bank that issued such Standby Letter of
Credit to give the beneficiary named in such Standby Letter of Credit
notice of any Notice of Termination, (y) permit such beneficiary, upon
receipt of such notice, to draw under such Standby Letter of Credit
prior to the date such Standby Letter of Credit otherwise would have
been automatically renewed and (z) not permit the expiration date
(after giving effect to any renewal) of such Standby Letter of Credit
in any event to be extended to a date later than 5 days before the
Termination Date. If either a Notice of Renewal is not given by the
U.S. Borrower or a Notice of Termination is given by the relevant
Issuing Bank pursuant to the immediately preceding sentence, such
Standby Letter of Credit shall expire on the date on which it
otherwise would have been automatically renewed; provided, however,
that even in the absence of receipt of a Notice of Renewal the
relevant Issuing Bank may in its discretion, unless instructed to the
contrary by the Administrative Agent or the U.S. Borrower,
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deem that a Notice of Renewal had been timely delivered and in such
case, a Notice of Renewal shall be deemed to have been so delivered
for all purposes under this Agreement. Notwithstanding the foregoing,
any Letter of Credit may expire after the Termination Date if on or
prior to the Termination Date (i) it is cash collateralized in an
amount equal to (A) 105% of the amount of such Letter of Credit, plus
(B) any additional amounts owing under such Letter of Credit, (ii) a
"back-stop" letter of credit is issued in respect of such Letter of
Credit on terms and from an issuer satisfactory to the Issuing Bank
thereof and the Administrative Agent or (iii) other arrangements are
made that are satisfactory to each Revolving Credit Lender, the
Issuing Bank thereof and the Administrative Agent. Within the limits
of the Letter of Credit Facility, and subject to the limits referred
to above, the U.S. Borrower may request the issuance of Letters of
Credit under this Section 2.01(f), repay any Letter of Credit Advances
resulting from drawings thereunder pursuant to Section 2.03(c) and
request the issuance of additional Letters of Credit under this
Section 2.01(f)."
(d) Section 2.02(a) is amended by deleting the proviso at the end
thereof and replacing it with the following new proviso:
"provided, however, that, in the case of any Revolving Credit
Borrowing, the Administrative Agent shall first make a portion of such
funds equal to the aggregate principal amount of any Letter of Credit
Advances made by any Issuing Bank and by any other Revolving Credit
Lender and outstanding on the date of such Revolving Credit Borrowing,
plus interest accrued and unpaid thereon to and as of such date,
available to such Issuing Bank and such other Revolving Credit Lenders
for repayment of such Letter of Credit Advances."
(e) Section 2.03 is amended in full to read as follows:
"SECTION 2.03. Issuance of and Drawings and Reimbursement Under
Letters of Credit. (a) Request for Issuance. Each Letter of Credit
shall be issued upon notice, given not later than 11:00 A.M. (New York
City time) on the tenth Business Day prior to the date of the proposed
issuance of such Letter of Credit, by the U.S. Borrower to any Issuing
Bank, which shall give to the Administrative Agent and each Revolving
Credit Lender prompt notice thereof by telex or telecopier. Each such
notice of issuance of a Letter of Credit (a "NOTICE OF ISSUANCE")
shall be by telephone, confirmed immediately in writing, or telex or
telecopier, specifying therein the requested (A) date of such issuance
(which shall be a Business Day), (B) Available Amount of such Letter
of Credit and the Applicable Letter of Credit Currency in which the
requested Letters of Credit is to be issued, (C) expiration date of
such Letter of Credit and whether such Letter of Credit is a Trade
Letter of Credit, (D) name and address of the beneficiary of such
Letter of Credit and (E) form of such Letter of Credit, and shall be
accompanied by such application and agreement for letter of credit as
such Issuing Bank may specify to the U.S. Borrower for use in
connection with such requested Letter of Credit (a "LETTER OF CREDIT
AGREEMENT"). If (x) the requested form of such Letter of Credit is
acceptable to such Issuing Bank in its sole discretion, (y) such
Issuing
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Bank has not received notice of objection asserting that the
conditions contained in Section 3.02 have not been satisfied to such
issuance from Lenders holding at least a majority of the Revolving
Credit Commitments and (z) the issuance of the requested Letter of
Credit is within the limits of Section 2.01(f), such Issuing Bank
will, upon fulfillment of the applicable conditions set forth in
Article III, make such Letter of Credit available to the U.S. Borrower
at its office referred to in Section 8.02 or as otherwise agreed with
the U.S. Borrower in connection with such issuance. In the event and
to the extent that the provisions of any Letter of Credit Agreement
shall conflict with this Agreement, the provisions of this Agreement
shall govern.
(b) Letter of Credit Reports. Each Issuing Bank shall furnish to
the Administrative Agent (who will promptly thereafter furnish to each
Revolving Credit Lender) on the first Business Day of each week a
written report summarizing issuance and expiration dates of Letters of
Credit issued by such Issuing Bank during the previous week and
drawings during such week under all Letters of Credit and the average
daily aggregate Available Amount during the preceding week of all
Letters of Credit issued by such Issuing Bank.
(c) Drawing and Reimbursement. The payment by any Issuing Bank
of a draft drawn under any Letter of Credit shall constitute for all
purposes of this Agreement the making by such Issuing Bank of a Letter
of Credit Advance, which shall be a Base Rate Advance, in the amount
of such draft. Upon written demand by any Issuing Bank with an
outstanding Letter of Credit Advance to the Administrative Agent
requesting reimbursement from each Revolving Credit Lender for such
outstanding Letter of Credit Advance, the Administrative Agent shall
immediately send notice of such reimbursement demand by facsimile to
each Revolving Credit Lender. Upon receipt of such reimbursement
demand from the Administrative Agent, each Revolving Credit Lender
shall purchase from such Issuing Bank, and such Issuing Bank shall
sell and assign to each such Revolving Credit Lender, such Lender's
Pro Rata Share of such outstanding Letter of Credit Advance as of the
date of such purchase (based, in the case of any Letter of Credit
Advance denominated in an Applicable Letter of Credit Currency other
than Dollars, on the Equivalent in Dollars at such time), by making
available for the account of its Applicable Lending Office to the
Administrative Agent for the account of such Issuing Bank, by deposit
to the Administrative Agent's Account, in same day funds, an amount
equal to the portion of the outstanding principal amount of such
Letter of Credit Advance to be purchased by such Revolving Credit
Lender (based, in the case of any Letter of Credit Advance denominated
in an Applicable Letter of Credit Currency other than Dollars, on the
Equivalent in Dollars at such time). Promptly after receipt thereof,
the Administrative Agent shall transfer such funds to such Issuing
Bank. The U.S. Borrower hereby agrees to each such sale and
assignment. Each Revolving Credit Lender agrees to purchase its Pro
Rata Share of an outstanding Letter of Credit Advance on (i) the
Business Day on which demand therefor is made by the Issuing Bank
which made such Advance, provided that notice of such demand is given
to the Administrative Agent not later than 11:00 A.M. (New York City
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time) on such Business Day, or (ii) the first Business Day next
succeeding such demand if notice of such demand is given, to the
Administrative Agent after such time. Upon any such assignment by an
Issuing Bank to any Revolving Credit Lender of a portion of a Letter
of Credit Advance, such Issuing Bank represents and warrants to such
other Lender that such Issuing Bank is the legal and beneficial owner
of such interest being assigned by it, free and clear of any liens,
but makes no other representation or warranty and assumes no
responsibility with respect to such Letter of Credit Advance, the Loan
Documents or any Loan Party. If and to the extent that any Revolving
Credit Lender shall not have so made the amount of such Letter of
Credit Advance available to the Administrative Agent, such Revolving
Credit Lender agrees to pay to the Administrative Agent forthwith on
demand such amount together with interest thereon, for each day from
the date of demand by such Issuing Bank until the date such amount is
paid to the Administrative Agent, at the Federal Funds Rate for its
account or the account of such Issuing Bank, as applicable. If such
Lender shall pay to the Administrative Agent such amount for the
account of such Issuing Bank on any Business Day, such amount so paid
in respect of principal shall constitute a Letter of Credit Advance
made by such Lender on such Business Day for purposes of this
Agreement, and the outstanding principal amount of the Letter of
Credit Advance made by such Issuing Bank shall be reduced by such
amount on such Business Day.
(d) Failure to Make Letter of Credit Advances. The failure of
any Lender to make the Letter of Credit Advance to be made by it on
the date specified in Section 2.03(c) shall not relieve any other
Lender of its obligation hereunder to make its Letter of Credit
Advance on such date, but no Lender shall be responsible for the
failure of any other Lender to make the Letter of Credit Advance to be
made by such other Lender on such date."
(f) Section 2.04(e) is amended in full to read as follows:
"(e) Swing Line Advances. The U.S. Borrower shall repay to the
Administrative Agent for the account of the Swing Line Bank and each
other Revolving Credit Lender that has made a Swing Line Advance the
outstanding principal amount of each Swing Line Advance made by each
of them on the earlier of the tenth day after the date on which such
Advance was made and the Termination Date in respect of the Revolving
Credit Facility, provided, to the extent the U.S. Borrower shall not
have repaid such Swing Line Advance on the tenth day after the date on
which such Advance was made, such Swing Line Advance shall
automatically convert into a Revolving Credit Advance, accruing
interest at the Base Rate."
(g) Section 2.04(f) is amended in full as follows:
"(f) Letter of Credit Advances. (i) The U.S. Borrower shall repay
to the Administrative Agent for the account of each Issuing Bank and
each other Revolving Credit Lender that has made a Letter of Credit
Advance on the earlier
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of the tenth day after the date on which such Advance was made and the
Termination Date the outstanding principal amount of each Letter of
Credit Advance made by each of them, provided, to the extent the U.S.
Borrower shall not have repaid such Letter of Credit Advance on the
tenth day after the date on which such Advance was made, such Letter
of Credit Advance shall automatically convert into a Revolving Credit
Advance (based, in the case of Letter of Credit Advance denominated in
an Applicable Letter of Credit Currency other than Dollars, on the
Equivalent in Dollars at such time), which shall be a Base Rate
Advance.
(ii) The Obligations of the U.S. Borrower under this Agreement,
any Letter of Credit Agreement and any other agreement or instrument
relating to any Letter of Credit shall be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms
of this Agreement, such Letter of Credit Agreement and such other
agreement or instrument under all circumstances, including, without
limitation, the following circumstances (it being understood that any
such payment by the U.S. Borrower is without prejudice to, and does
not constitute a waiver of, any rights the U.S. Borrower might have or
might acquire as a result of the payment by any Issuing Bank of any
draft or the reimbursement by the U.S. Borrower thereof):
(A) any lack of validity or enforceability of any Loan
Document, any Letter of Credit Agreement, any Letter of Credit or
any other agreement or instrument relating thereto (all of the
foregoing being, collectively, the "L/C RELATED Documents");
(B) any change in the time, manner or place of payment of,
or in any other term of, all or any of the Obligations of the
U.S. Borrower in respect of any L/C Related Document or any other
amendment or waiver of or any consent to departure from all or
any of the L/C Related Documents;
(C) the existence of any claim, set-off, defense or other
right that the U.S. Borrower may have at any time against any
beneficiary or any transferee of a Letter of Credit (or any
Persons for which any such beneficiary or any such transferee may
be acting), any Issuing Bank or any other Person, whether in
connection with the transactions contemplated by the L/C Related
Documents or any unrelated transaction;
(D) any statement or any other document presented under a
Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue
or inaccurate in any respect;
(E) payment by any Issuing Bank under a Letter of Credit
against presentation of a draft or certificate that does not
strictly comply with the terms of such Letter of Credit;
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(F) any exchange, release or non-perfection of any
Collateral or other collateral, or any release or amendment or
waiver of or consent to departure from the Guaranty or any other
guarantee, for all or any of the Obligations of the U.S. Borrower
in respect of the L/C Related Documents; or
(G) any other circumstance or happening whatsoever, whether
or not similar to any of the foregoing, including, without
limitation, any other circumstance that might otherwise
constitute a defense available to, or a discharge of, the U.S.
Borrower or a guarantor."
(h) Section 2.06(b)(v) is amended by adding the word "relevant"
immediately before the phrase "Issuing Bank" in the last sentence thereof.
(i) Section 2.08(c) is amended in full to read as follows:
"(c) Letter of Credit Fees, Etc. (i) The U.S. Borrower shall pay
to the Administrative Agent for the account of each Revolving Credit
Lender a commission, payable in arrears quarterly on the last day of
each March, June, September and December, commencing June 30, 2001,
and on the earliest to occur of the full drawing, expiration,
termination or cancellation of any Letter of Credit and on the
Termination Date, on such Lender's Pro Rata Share of the average daily
aggregate Available Amount during such quarter, at a rate equal to the
then Applicable Margin for Eurodollar Rate Advances under the
Revolving Credit Facility.
(ii) The U.S. Borrower shall pay to each Issuing Bank, for its
own account, (A) an issuance fee for each Letter of Credit in an
amount equal to 0.125% of the Available Amount of such Letter of
Credit on the date of issuance thereof, payable on such date, or such
other amount as the U.S. Borrower and such Issuing Bank may agree and
(B) such other commissions, fronting fees, transfer fees and other
fees and charges in connection with the issuance or administration of
each Letter of Credit as the U.S. Borrower and such Issuing Bank shall
agree."
(j) Section 2.15(b)(ii) is amended in full to read as follows:
"(ii) second, to the Issuing Banks and the Swing Line Bank for
any Defaulted Amounts then owing to them, in their capacities as such,
pro rata in accordance with such Defaulted Amounts then owing to the
Issuing Banks and the Swing Line Bank; and"
(k) Section 2.15(c)(ii) is amended in full to read as follows:
"(ii) second, to the Issuing Banks and the Swing Line Bank for
any amounts then due and payable to them hereunder, in their
capacities as such, pro
11
rata by such Defaulting Lender, in accordance with such amounts then
due and payable to the Issuing Banks and the Swing Line Bank;"
(l) Section 2.17(a) is amended in full to read as follows:
"The U.S. Borrower may, at any time and from time to time prior
to the Termination Date, by notice to the Administrative Agent,
request the addition of a new facility pursuant to an increase in the
Tranche B Term Commitments (each, a "COMMITMENT INCREASE") equal to up
to the sum of U.S. $95,000,000 (or the Equivalent in Euros thereof)
plus the High Yield Add-On Proceeds (or the Equivalent in Euros
thereof) in the aggregate to be effective as of a date that is at
least 90 days prior to the scheduled Termination Date then in effect
(the "INCREASE DATE") as specified in the related notice to the
Administrative Agent; provided, however, that (i) in no event shall
the aggregate amount of all of the Increases exceed the sum of U.S.
$95,000,000 (or the Equivalent in Euros thereof) plus the High Yield
Add-On Proceeds (or the Equivalent in Euros thereof), (ii) on the date
of any request by the U.S. Borrower for a Commitment Increase and on
the related Increase Date, the applicable conditions set forth in
Section 3.02 and in clause (d) of this Section 2.17 shall be satisfied
and, to the extent such Commitment Increase is to be used to finance a
Permitted Acquisition or the Pending Acquisition, the conditions set
forth in respectively the definition of Permitted Acquisition or in
Section 5.02(f)(vii) shall be satisfied, and (iii) such new facility
shall contain such other terms as may be agreed by the U.S. Borrower
and the Agents."
(m) Section 3.02 is amended by deleting the first paragraph thereof
and replacing it with the following new paragraph:
"SECTION 3.02. Conditions Precedent to Each Borrowing and
Issuance and Renewal. The obligation of each Appropriate Lender to
make an Advance (other than a Letter of Credit Advance made by an
Issuing Bank or a Revolving Credit Lender pursuant to Section 2.03(c)
and a Swing Line Advance made by a Revolving Credit Lender pursuant to
Section 2.02(b)) on the occasion of each Borrowing (including the
initial Borrowing), and the obligation of each Issuing Bank to issue a
Letter of Credit (including the initial issuance) or renew a Letter of
Credit and the right of the U.S. Borrower to request a Swing Line
Borrowing, shall be subject (a) to the further conditions precedent
that on the date of such Borrowing or issuance or renewal the
following statements shall be true (and each of the giving of the
applicable Notice of Borrowing, Notice of Issuance or Notice of
Renewal and the acceptance by the Applicable Borrower of the proceeds
of such Borrowing or of such Letter of Credit or the renewal of such
Letter of Credit shall constitute a representation and warranty by
such Borrower that both on the date of such notice and on the date of
such Borrowing or issuance or renewal such statements are true):"
12
(n) Section 5.01(j) is amended by adding immediately after the phrase
"new direct Subsidiary" in clause (y) thereof the parenthetical "(other
than the Receivables Subsidiary)".
(o) Section 5.02(a) is amended by (i) deleting the word "and" at the
end of clause (vii); (ii) adding the word "and" to the end of clause (viii)
and (iii) adding a new clause (ix) immediately following clause (viii)
thereof to read as follows:
"(ix) Liens arising in connection with the Asset Securitization."
(p) Section 5.02(b) is amended by (i) adding a new clause (D)
immediately following clause (C) of subsection (i) thereof to read as
follows:
"(D) Debt incurred in the Asset Securitization, which Debt is
non-recourse to the U.S. Borrower and its Subsidiaries (other than the
Receivables Subsidiary) to the extent customary in structured finance
transaction of such type; and"
and (ii) deleting the phrase "subordinated on terms reasonably
acceptable to the Administrative Agent to the Debt under the Loan
Documents" in subsection (ii)(O).
(q) Section 5.02(e) is amended in full to read as follows:
"(e) Sales, Etc., of Assets. Sell, lease, transfer or otherwise
dispose of, or permit any of its Subsidiaries to sell, lease, transfer
or otherwise dispose of any assets, or grant any option or other right
to purchase, lease or otherwise acquire any assets, except:
(i) sales, leases, transfers and dispositions of assets in
the ordinary course of its business;
(ii) in a transaction authorized by Section 5.02(d) (other
than subsection (iv) thereof);
(iii) sales and other dispositions of assets for fair market
value of not more than U.S.$25,000,000 in any one Fiscal Year and
U.S.$75,000,000 in the aggregate for all such transactions (of
which at least 75% shall be payable in cash); provided that the
Borrowers shall, on the first anniversary of the date of receipt
by any Loan Party or any of its Subsidiaries of the Net Cash
Proceeds from such sale, prepay the Advances if and to the extent
required by Section 2.06(b)(ii).
(iv) sales or other dispositions of assets permitted by
Section 5.02(f); and
(v) the sale of accounts receivable in connection with the
Asset Securitization, which sale is non-recourse with respect to
the U.S. Borrower and its Subsidiaries (other than the
Receivables Subsidiary) to
13
the extent customary in structured finance transactions of such
type; provided that the U.S. Borrower shall, on the date of
receipt by any Loan Party or any of its Subsidiaries of the net
cash proceeds from the initial sale or, to the extent of any
subsequent net increase in the aggregate receivables pool funded
by the Asset Securitization, any incremental sale, prepay the
Advances if and to the extent required by Section 2.06(b)(ii)."
(r) Section 5.02(q) is added to the Credit Agreement and shall read
as follows:
"(q) Proceeds of Securitization of Receivables. Commingle, or
permit any Subsidiary of the Borrowers to commingle, amounts relating
to the Securitization Receivables that have been sold pursuant to the
Asset Securitization with cash or any other amounts of the Borrowers
and their respective Subsidiaries."
(s) Section 5.04(a) is amended by deleting the table set forth therein
in its entirety and substituting therefor the following table:
14
QUARTER ENDING RATIO
---------------------------------- ----------
March 31, 2002 4.90:1.00
June 30, 2002 4.90:1.00
September 30, 2002 4.90:1.00
December 31, 2002 4.90:1.00
March 31, 2003 4.50:1.00
June 30, 2003 4.50:1.00
September 30, 2003 4.50:1.00
December 31, 2003 4.50:1.00
March 31, 2004 4.10:1.00
June 30, 2004 4.10:1.00
September 30, 2004 4.10:1.00
December 31, 2004 4.10:1.00
March 31, 2005 3.75:1.00
June 30, 2005 3.75:1.00
September 30, 2005 3.75:1.00
December 31, 2005 3.75:1.00
March 31, 2006 3.25:1.00
June 30, 2006 3.25:1.00
September 30, 2006 3.25:1.00
December 31, 2006 3.25:1.00
For each fiscal quarter thereafter 3.00:1.00
(t) Section 5.04(b) is amended by deleting the table set forth
therein in its entirety and substituting therefor the following table:
15
QUARTER ENDING RATIO
---------------------------------- ----------
March 31, 2002 2.00:1.00
June 30, 2002 2.00:1.00
September 30, 2002 2.00:1.00
December 31, 2002 2.00:1.00
March 31, 2003 2.15:1.00
June 30, 2003 2.15:1.00
September 30, 2003 2.15:1.00
December 31, 2003 2.15:1.00
March 31, 2004 2.30:1.00
June 30, 2004 2.30:1.00
September 30, 2004 2.30:1.00
December 31, 2004 2.30:1.00
March 31, 2005 2.60:1.00
June 30, 2005 2.60:1.00
September 30, 2005 2.60:1.00
December 31, 2005 2.60:1.00
March 31, 2006 2.90:1.00
June 30, 2006 2.90:1.00
September 30, 2006 2.90:1.00
December 31, 2006 2.90:1.00
For each fiscal quarter thereafter 3.00:1.00
(u) Section 6.01 is amended by deleting the last paragraph thereof
and replacing it with the following new paragraph:
"then, and in any such event, the Administrative Agent (i) shall at
the request, or may with the consent, of the Required Lenders, by
notice to the U.S. Borrower, declare the Commitments of each Lender
Party and the obligation of each Lender Party to make Advances (other
than Letter of Credit Advances by an Issuing Bank or a Revolving
Credit Lender pursuant to Section 2.03(c) and Swing Line Advances by a
Revolving Credit Lender pursuant to Section 2.02(b)) and of each
Issuing Bank to issue Letters of Credit to be terminated, whereupon
the same shall forthwith terminate, and (ii) shall at the request, or
may with the consent, of the Required Lenders, by notice to the U.S.
Borrower, declare the Advances and the Notes, all interest thereon and
all other amounts payable under this Agreement and the other Loan
Documents to be forthwith due and payable, whereupon the Advances and
the Notes, all such interest and all such amounts shall become and
16
be forthwith due and payable, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived
by the Borrowers, and; provided, however, that, in the event of an
actual or deemed entry of an order for relief with respect to any
Borrower under the Federal Bankruptcy Code, (x) the Commitments of
each Lender Party and the obligation of each Lender Party to make
Advances (other than Letter of Credit Advances by an Issuing Bank or a
Revolving Credit Lender pursuant to Section 2.03(c) and Swing Line
Advances by a Revolving Credit Lender pursuant to Section 2.02(b)) and
of each Issuing Bank to issue Letters of Credit shall automatically be
terminated and (y) the Advances and the Notes, all such interest and
all such amounts shall automatically become and be due and payable,
without presentment, demand, protest or any notice of any kind, all of
which are hereby expressly waived by the Borrowers."
(v) Section 6.02 is amended by inserting the word "relevant"
immediately before the phrase "Issuing Bank" in the last sentence thereof.
(w) Section 7.01 is amended deleting the word "the" immediately
before the phrase "Issuing Bank" in the first sentence thereof and
replacing it with the word "an".
(x) Section 7.05(b) is amended in full to read as follows:
"(b) Each Lender Party severally agrees to indemnify each Issuing
Bank (to the extent not promptly reimbursed by the U.S. Borrower) from
and against such Lender Party's ratable share (determined as provided
below) of any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever that may be imposed on, incurred by,
or asserted against such Issuing Bank in any way relating to or
arising out of the Loan Documents or any action taken or omitted by
such Issuing Bank under the Loan Documents; provided, however, that no
Lender Party shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from such Issuing Bank's
gross negligence or willful misconduct as found in a final,
non-appealable judgment by a court of competent jurisdiction. Without
limitation of the foregoing, each Lender Party agrees to reimburse
such Issuing Bank promptly upon demand for its ratable share of any
costs and expenses (including, without limitation, fees and expenses
of counsel) payable by the U.S. Borrower under Section 8.04, to the
extent that such Issuing Bank is not promptly reimbursed for such
costs and expenses by the U.S. Borrower."
(y) Section 7.05(c) is amended in full to read as follows:
"(c) For purposes of this Section 7.05, the Lender Parties'
respective ratable shares of any amount shall be determined, at any
time, according to the sum of (i) the aggregate principal amount of
the Advances outstanding at such time and owing to the respective
Lender Parties, (ii) their respective Pro Rata Shares of the aggregate
Available Amount of all Letters of Credit outstanding at
17
such time, (iii) the aggregate unused portions of their respective
Tranche A U.S. Term Commitments, Tranche A Euro Term Commitments and
Tranche B Term Commitments at such time and (iv) their respective
Unused Revolving Credit Commitments at such time; provided that the
aggregate principal amount of Swing Line Advances owing to the Swing
Line Bank and the Letter of Credit Advances owing to any Issuing Bank
shall be considered to be owed to the Revolving Credit Lenders ratably
in accordance with their respective Revolving Credit Commitments. The
failure of any Lender Party to reimburse any Agent or any Issuing
Bank, as the case may be, promptly upon demand for its ratable share
of any amount required to be paid by the Lender Parties to such Agent
or such Issuing Bank, as the case may be, as provided herein shall not
relieve any other Lender Party of its obligation hereunder to
reimburse such Agent or such Issuing Bank, as the case may be, for its
ratable share of such amount, but no Lender Party shall be responsible
for the failure of any other Lender Party to reimburse such Agent or
such Issuing Bank, as the case may be, for such other Lender Party's
ratable share of such amount. Without prejudice to the survival of any
other agreement of any Lender Party hereunder, the agreement and
obligations of each Lender Party contained in this Section 7.05 shall
survive the payment in full of principal, interest and all other
amounts payable hereunder and under the other Loan Documents."
(z) Section 9.01 is amended by deleting the second to last proviso
thereof and replacing it with the following new proviso:
"provided further that no amendment, waiver or consent shall, unless
in writing and signed by the Swing Line Bank or each Issuing Bank, as
the case may be, in addition to the Lenders required above to take
such action, affect the rights or obligations of the Swing Line Bank
or of the Issuing Banks, as the case may be, under this Agreement;"
(aa) Section 9.02 is amended by deleting the address of the U.S.
Borrower therein and replacing it with the new address "15455 Xxxxxx
Xxxxxxx Xxxxx 0000, Xxxxxxx, Xxxxx 00000".
(bb) Section 9.07(f) is amended in full to read as follows:
"(f) Each Issuing Bank may assign to an Eligible Assignee all or
a portion of its rights and obligations under the undrawn portion of
its Letter of Credit Commitment at any time; provided, however, that
(i) each such assignment shall be to an Eligible Assignee and (ii) the
parties to each such assignment shall execute and deliver to the
Administrative Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance. No processing or recordation
fee shall be due."
(cc) Section 9.09 is amended in full to read as follows:
18
"SECTION 9.09. No Liability of the Issuing Banks. The U.S.
Borrower assumes all risks of the acts or omissions of any beneficiary
or transferee of any Letter of Credit with respect to its use of such
Letter of Credit. Neither any Issuing Bank nor any of its officers or
directors shall be liable or responsible for: (a) the use that may be
made of any Letter of Credit or any acts or omissions of any
beneficiary or transferee in connection therewith; (b) the validity,
sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all
respects invalid, insufficient, fraudulent or forged; (c) payment by
such Issuing Bank against presentation of documents that do not comply
substantially with the terms of a Letter of Credit, including failure
of any documents to bear any reference or adequate reference to the
Letter of Credit; or (d) any other circumstances whatsoever in making
or failing to make payment under any Letter of Credit, except that the
U.S. Borrower shall have a claim against such Issuing Bank, and such
Issuing Bank shall be liable to the U.S. Borrower, to the extent of
any direct, but not consequential, damages suffered by the U.S.
Borrower that the U.S. Borrower proves were caused by (i) such Issuing
Bank's willful misconduct or gross negligence as determined in a
final, non-appealable judgment by a court of competent jurisdiction in
determining whether documents presented under any Letter of Credit
comply with the terms of the Letter of Credit or (ii) such Issuing
Bank's willful failure to make lawful payment under a Letter of Credit
after the presentation to it of a draft and certificates strictly
complying with the terms and conditions of the Letter of Credit. In
furtherance and not in limitation of the foregoing, such Issuing Bank
may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary."
(dd) Schedule I is amended by (i) inserting opposite of "Credit Suisse
First Boston" under the caption "Letter of Credit Commitment" the amount of
"US$25,000,000.00" and (ii) deleting the amount "US$50,000,000.00" set
forth opposite "Xxxxx Fargo Bank Texas, N.A." under the caption "Letter of
Credit Commitment" and replacing it with the amount of "US$25,000,000.00".
(ee) The Credit Agreement is amended to add Schedule IV thereto which
shall be as set forth in Schedule I hereto.
SECTION 2. Waiver. Subject to the satisfaction of the conditions
precedent set forth in Section 3 hereof, each Lender agrees to waive the
requirements of Section 5.02(b) of the Credit Agreement solely with respect to
the letters of credit issued by Credit Suisse First Boston to the U.S. Borrower
after the Effective Date and before the date hereof and agrees to treat each
such letter of credit as a Letter of Credit issued by an Issuing Bank under the
Credit Agreement for all purposes thereof and of the Loan Documents.
SECTION 3. Conditions of Effectiveness. This Amendment shall become
effective as of the date first above written when, and only when, the Agent
shall have received (i) counterparts of this Amendment executed by the Borrowers
and the Required Lenders or, as to any of the Lenders, advice satisfactory to
the Agent that such Lender has executed this
19
Amendment, (ii) the consent attached hereto executed by each Guarantor and each
Grantor, (iii) an amendment fee equal to 0.125% of the aggregate Commitments of
the Lenders as of the date hereof executing this Amendment on or prior to March
20, 2002 and (iv) evidence that the gross cash proceeds received by the U.S.
Borrower from the first issuance of Senior Subordinated Debt after March 1, 2002
are not less than $150,000,000 and that all Net Cash Proceeds in respect of such
issuance have been applied as a voluntary prepayment in accordance with Section
2.06(a) of the Credit Agreement to permanently reduce the Facilities (without
taking into account any portion of accrued interest with respect to such Senior
Subordinated Debt pre-funded by the holders thereof). The effectiveness of this
Amendment is conditioned upon the accuracy of the factual matters described
herein. This Amendment is subject to the provisions of Section 9.01 of the
Credit Agreement (it being understood that the provisions of this Amendment
relating to the Letter of Credit Facility shall only become effective pursuant
to this Section 3 upon the execution of this Amendment by the existing Issuing
Bank).
SECTION 4. Representations and Warranties of the Borrower. Each
Borrower represents and warrants as follows:
(a) On the date hereof, after giving effect to this Amendment, no
event has occurred and is continuing, or would result from the
effectiveness of this Amendment, that constitutes a Default.
(b) No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body or any other
third party is required for the due execution, delivery or performance by
the Borrowers of this Amendment or other transactions contemplated hereby.
(c) This Amendment has been duly executed and delivered by the
Borrowers. This Amendment and each of the other Loan Documents, as amended
hereby, to which the Borrower is a party are legal, valid and binding
obligations of the Borrower, enforceable against the Borrower in accordance
with their respective terms.
SECTION 5. Reference to and Effect on the Credit Agreement and the
Notes. (a) On and after the effectiveness of this Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Credit Agreement, and each reference in the Notes and
each of the other Loan Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement, as amended by this Amendment.
(b) The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Amendment, are and shall continue to
be in full force and effect and are hereby in all respects ratified and
confirmed. Without limiting the generality of the foregoing, the Collateral
Documents and all of the Collateral described therein do and shall continue to
secure the payment of all Obligations of the Loan Parties under the Loan
Documents, in each case as amended by this Amendment.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or
20
the Agent under any of the Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents.
SECTION 6. Costs, Expenses. Each Borrower agrees to pay on demand all
costs and expenses of the Agent in connection with the preparation, execution,
delivery and administration, modification and amendment of this Amendment and
the other instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and expenses of counsel for the Agent)
in accordance with the terms of Section 9.04 of the Credit Agreement.
SECTION 7. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.
SECTION 8. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
DRESSER, INC., as U.S. Borrower
By
------------------------------------
Name:
Title:
00
X.X. XXXXXXXXXX S.A.R.L.,
as Euro Borrower
By
------------------------------------
Name:
Title:
DEG ACQUISITIONS, LLC, as Parent
By First Reserve Corporation, its
Manager
By
------------------------------------
Name:
Title:
By
------------------------------------
Name:
Title:
XXXXXX XXXXXXX SENIOR FUNDING, INC.,
as Administrative Agent
By
------------------------------------
Name:
Title:
XXXXXX XXXXXXX & CO. INCORPORATED, as
Collateral Agent
By
------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
as Syndication Agent
By
------------------------------------
Name:
Title:
By
------------------------------------
Name:
Title:
UBS WARBURG LLC,
as Documentation Agent
By
------------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION,
as Co-Documentation Agent
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO
TERM LENDERS AND TRANCHE A U.S. TERM
LENDERS
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
DEG ACQUISITIONS, LLC, as Parent
By First Reserve Fund VIII, L.P.,
its Manager
By First Reserve GP VIII, L.P.,
its General Partner
By First Reserve Corporation,
its General Partner
By
------------------------------------
Name:
Title:
XXXXXX XXXXXXX SENIOR FUNDING, INC.,
as Administrative Agent
By
------------------------------------
Name:
Title:
XXXXXX XXXXXXX & CO. INCORPORATED,
as Collateral Agent
By
------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
as Syndication Agent
By
------------------------------------
Name:
Title:
By
------------------------------------
Name:
Title:
UBS WARBURG LLC,
as Documentation Agent
By
------------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION,
as Co-Documentation Agent
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Allied Irish Banks plc
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Allstate Life Insurance Company
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Bank Leumi USA
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Bank of Tokyo-Mitsubishi Trust Company
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
BNP Paribas
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
COPERNICUS CDO EURO-I BV
as Assignee
By: ING Capital Advisors LLC, as
Collateral Manager
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Credit Industriel Et Commercial
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Credit Lyonnais New York Branch
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Credit Suisse First Boston
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
The Dai-Ichi Kangyo Bank, Ltd.
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Erste Bank New York Branch
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Fortis Capital Corp.
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Harbourmaster Loan Corporation B.V.
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Indosuez Capital Funding IV, L.P.
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
The Industrial Bank of Japan Trust
Company
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Jubilee CDO I.B.V.
----------------------------------------
[Print Name of Financial Institution]
Executed by Barclays Capital Asset
Management Limit
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
KZH CNC LLC
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
KZH ING-2 LLC
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Lloyds TSB Bank PLC
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Mountain Capital CLO 11 Ltd.
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Muirfield Trading LLC
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Natexis Banques Populaires
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Nemean Clo, Ltd
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Octagon Investment Partners III, Ltd.
----------------------------------------
[Print Name of Financial Institution]
By: Octagon Credit Investors, LLC as
Portfolio Manger
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Octagon Investment Partners IV, Ltd.
----------------------------------------
[Print Name of Financial Institution]
By: Octagon Credit Investors, LLC as
Collateral Manger
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Olympic Funding Trust, Series 1999-1
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Orix Financial Services, Inc.
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Riviera Funding LLC
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND X TRANCHE A U.S. TERM LENDERS
Suffield CLO, Limited
----------------------------------------
[Print Name of Financial Institution]
By: Xxxxx X. Xxxxxx & Co. Inc. as
Collateral Manager
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Thermopylae Funding Corp.
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Transamerica Business Capital
Corporation
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Xxxxx Fargo Bank Texas, N.A.
----------------------------------------
[Print Name of Financial Institution]
By
------------------------------------
Name:
Title:
REVOLVING CREDIT LENDERS, TRANCHE A EURO TERM
LENDERS AND TRANCHE A U.S. TERM LENDERS
Winged Foot Funding Trust
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
AERIES FINANCE-II LTD.
By: INVESCO Senior Secured Management,
Inc. as Sub-Managing Agent
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management,
Inc. As Attorney in fact
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
ADDISON CDO, LIMITED (ACCT 1279)
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
AIMCO CDO SERIES 2000-A
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
AIMCO CLO SERIES 2001-A
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
ALLSTATE LIFE INSURANCE COMPANY
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
AMARA-1 FINANCE LTD.
By: INVESCO Senior Secured Management,
Inc. as Sub-advisor
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
AMARA-2 FINANCE LTD.
By: INVESCO Senior Secured Management,
Inc. as Sub-advisor
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Dresser, Inc. Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
AMMC CDO I, LIMITED
By: American Money Management Corp.,
as Collateral Manger
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Dresser, Inc. Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
AMMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manger
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
APEX (IDM) CDO 1, LTD.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
APEX (TRIMARAN) CDO 1, LTD.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
ARCHIMEDES FUNDING III, LTD.
----------------------------------------
By: ING Capital Advisors LLC as
Collateral Manager
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
----------------------------------------
By: ING Capital Advisors, LLC, as
Collateral Manager
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
ARES Leveraged Investment Fund II, LP
By: ARES Management II, LP
Its: General Partner
[Print Name of Financial Institution]
By
----------------------------------
Name:
Title:
ARES IV CLO LTD.
----------------------------------------
By: ARES CLO Management IV, L.P. as
Investment Manger
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
ARES III CLO LTD.
----------------------------------------
By: ARES CLO Management LLC
Its: Investment Manger
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
ATHENA CDO, LIMITED (ACCT 1277)
----------------------------------------
By: Pacific Investment Management
Company LLC, as its Investment Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
AVALON CAPITAL LTD.
----------------------------------------
By: INVESCO Senior Secured Management,
Inc. as Portfolio Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
AVALON CAPITAL LTD. 2
----------------------------------------
By: INVESCO Senior Secured Management,
Inc. as Portfolio Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
BANK OF MONTREAL
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
BANKERS TRUST COMPANY
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
BLACK DIAMOND CLO 2000-1 LTD.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
CAPTIVA III FINANCE LTD. (ACCT. 275),
----------------------------------------
as advised by Pacific Investment
Management Company LLC
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
CAPTIVA IV FINANCE LTD. (ACCT. 1275),
----------------------------------------
as advised by Pacific Investment
Management Company LLC
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
CENTURION CDO II, LTD.
----------------------------------------
By: American Express Asset Management
Group Inc. as Collateral Manager
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
CENTURION CDO III
----------------------------------------
By: American Express Asset Management
Group Inc. as Collateral Manager
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
CHARTER VIEW PORTFOLIO
----------------------------------------
By: INVESCO Senior Secured Management,
Inc. as Investment Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
COLUMBUS LOAN FUNDING LTD.
----------------------------------------
By: Travelers Asset Management
International Company LLC
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
COSTANTINUS XXXXX XXXXX CDO V, LTD.
----------------------------------------
By: Xxxxx Xxxxx Management as
Investment Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
CONTINENTAL CASUALTY COMPANY
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
DEBT STRATEGIES FUND, INC.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
DELANO COMPANY (ACCT 274)
----------------------------------------
By: Pacific Investment Management
Company LLC, as its
Investment Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
DENALI CAPITAL LLC, management member of
DC Funding Partners LLC, portfolio
manager for DENALI CAPITAL CLO I, LTD.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
DIVERSIFIED CREDIT PORTFOLIO LTD.
----------------------------------------
By: INVESCO Senior Secured Management,
Inc. as Investment Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
XXXXX XXXXX CDO II, LTD.
----------------------------------------
By: XXXXX XXXXX Management as
Investment Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
XXXXX XXXXX CDO III, LTD.
----------------------------------------
By: XXXXX XXXXX Management as
Investment Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
XXXXX XXXXX CDO IV, LTD.
----------------------------------------
By: XXXXX XXXXX Management as
Investment Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
XXXXX XXXXX SENIOR INCOME TRUST
----------------------------------------
By: XXXXX XXXXX Management as
Investment Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN
FUND
----------------------------------------
By: XXXXX XXXXX Management as Investment
Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
ELC (CAYMAN) LTD.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
ELC (CAYMAN) LTD. CDO SERIES 1991-1
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
ENDURANCE CLO I, LTD.
----------------------------------------
By: ING Capital Advisors LLC, as
Portfolio Manager
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
FIDELITY ADVISOR SERIES II:
FIDELITY ADVISOR FLOATING RATE
HIGH INCOME FUND
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
FIRST SUNAMERICA LIFE INSURANCE COMPANY
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
FLAGSHIP CLO 2001-1
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
FRANKLIN CLO II, LIMITED
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
FRANKLIN FLOATING RATE MASTER SERIES
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
GALAXY CLO 1991-1, LTD.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
XXXXXXX & CO.
----------------------------------------
By: Boston Management and Research as
Investment Advisor
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
XXXXXXXX CDO, LTD
----------------------------------------
By: Xxxxxxxxx Capital Partners LLC as
its Collateral Manager
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
HARBOUR TOWN FUNDING TRUST
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
HARBOURVIEW CLO IV LTD., FUND
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
IKB CAPITAL CORPORATION
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
INDOSUEZ CAPITAL FUNDING VI, LIMITED
By: Indosuez Capital as Collateral
Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
THE INDUSTRIAL BANK OF JAPAN TRUST
COMPANY
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
THE ING CAPITAL SENIOR SECURED HIGH
INCOME FUND HOLDINGS, LTD.
By: ING Capital Advisors LLC as
Investment Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
ING PRIME RATE TRUST
By: ING Investments, LLC as its
investment manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
X.X. XXXXXXX MARKET VALUE FUND, L.P.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
JISSEKIKUN FUNDING, LTD (Acct 1288)
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
JUPITER FUNDING TRUST
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KATONAH II, LTD.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH CNC LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH CRESCENT LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH CRESCENT-2 LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH CRESCENT-3 LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH CYPRESSTREE-1 LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH ING-2 LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH ING-3 LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH PONDVIEW LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH RIVERSIDE LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH SOLEIL LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH SOLEIL-2 LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
s
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH STERLING LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
KZH WATERSIDE LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
LCM I LIMITED PARTNERSHIP
----------------------------------------
By: Lyon Capital Management LLC, as
Attorney-in-Fact
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
LIBERTY-XXXXX XXX ADVISOR FLOATING
RATE ADVANTAGE FUND.
----------------------------------------
By: Xxxxx Xxx & Farnham Incorporated,
as Advisor
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
LONG LANE MASTER TRUST IV
----------------------------------------
By: Fleet National Bank as Trust
Administrator
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
LONGHORN CDO II, LTD.
----------------------------------------
By: Xxxxxxx Xxxxx Investment Managers,
L.P. as Investment Advisor
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
MAGNETITE ASSET INVESTORS III L.L.C.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
MASS MUTUAL HIGH YIELD PARTNERS II, LLC
----------------------------------------
By: HYP Management Inc., as Managing
Member
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
MASTER SENIOR FLOATING RATE TRUST
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
METROPOLITAN LIFE INSURANCE COMPANY
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD,
----------------------------------------
By: ING Investments, LLC as its
investment manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD,
----------------------------------------
By: ING Investments, LLC
as its investment manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
MOUNTAIN CAPITAL CLO 11 LTD.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
NEMEAN CLO, LTD
----------------------------------------
By: ING Capital Advisors LLC.
as Investment Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
XXXXXX CDO LTD
----------------------------------------
By: Xxxxx X. Xxxxxx & Co., Inc.
as Collateral Agent
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
NOMURA BOND & LOAN FUND
By: JFJ Trust Company of New York
as Trustee
By: Normura Corporate Research and Asset
Management Inc. Attorney-in-fact
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
NORSE CBO, LTD.
----------------------------------------
By: Regiment Capital Management, LLC
as its Investment Advisor
By: Regiment Capital Advisors, LLC
its Manager and pursuant to
delegated authority
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
NORTH AMERICAN SENIOR FLOATING RATE FUND
INC.
----------------------------------------
By: Xxxxxxxxx Capital Partners LLC as
Subadvisor
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
NORTHWOODS CAPITAL, LIMITED
----------------------------------------
By: Xxxxxx, Xxxxxx & Co., LP.,
as Collateral Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
NORTHWOODS CAPITAL II, LIMITED
----------------------------------------
By: Xxxxxx, Xxxxxx & Co., LP.,
as Collateral Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
NORTHWOODS CAPITAL III, LIMITED
----------------------------------------
By: Xxxxxx, Xxxxxx & Co., LP.,
as Collateral Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
XXXX CDO 2001, LTD.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
NUVEEN FLOATING RATE FUND
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
OAK HILL CREDIT PARTNERS I, LIMITED
----------------------------------------
By: Oak Hill CLO Management, LLC
as Investment Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
OAK HILL SECURITIES FUND, L.P.
----------------------------------------
By: Oak Hill Securities GenPar L.P.
its General Partner
By: Oak Hill Securities Mgr, Inc.
its General Partner
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
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
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIOS-1 LTD.
----------------------------------------
By: INVESCO Senior Secured Management,
Inc.
As Subadvisor
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
OCTAGON INVESTMENT PARTNERS III, LTD.
----------------------------------------
By: Octagon Credit Investors, LLC
as Portfolio Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
OCTAGON INVESTMENT PARTNERS IV, LTD.
----------------------------------------
By: Octagon Credit Investors, LLC
as Collateral Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
PAXDEN & RYGEL HIGH INCOME FUND
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
PILGRIM CLO 1991-1 LTD.
----------------------------------------
By: ING Investments, LLC
as its investment manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
PINEHURST TRADING, INC.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
PPM SHADOW CREEK FUNDING TRUST
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
PPM SPYGLASS FUNDING TRUST
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
PRINCIPAL LIFE INSURANCE COMPANY
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
PROMETHEUS INVESTMENT FUNDING NO. 1 LTD.
----------------------------------------
By: CPF Asset Advisors, LLC
as Investment Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
ROYALTON COMPANY (Acct 280)
----------------------------------------
By: Pacific Investment Management
Company LLC, as its Investment Advisor
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
XXXXX POINT CBO 1999-1 LTD.,
as Term Lender
----------------------------------------
By: Sankaty Advisors, Inc.,
as Collateral Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
XXXXX POINT II CBO 2000-1 LTD., as
Term Lender
By: Sankaty Advisors, LLC., as
Collateral Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
GREAT POINT CLO 1999-1 LTD., as
Term Lender
By: Sankaty Advisors, LLC., as
Collateral Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
RACE POINT CLO, LIMITED, as Term Lender
By: Sankaty Advisors, LLC., as
Collateral Manager
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
SANKATY HIGH YIELD PARTNERS II, L.P.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
SANKATY HIGH YIELD PARTNERS III, L.P.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid
from the Proceeds of the Issuance of the Senior Subordinated Debt
(please initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box below
has been checked and is initialed)
SAWGRASS TRADING LLC
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
XXXXXXX FLOATING RATE FUND
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
SEABOARD CLO 2000 LTD.
By: ORIX Capital Markets, LLC
Collateral Manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as
Investment Advisor
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
SENIOR HIGH INCOME PORTFOLIO, INC.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
SENIOR LOAN FUND
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
SEQUILS - CENTURION V, LTD.
By: American Express Asset Management
Group Inc. as Collateral Manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
SEQUILS - CUMBERLAND I, LTD.
By: Deerfield Capital Management LLC as
its Collateral Manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
SEQUILS - ING I (HBDGM), LTD.
By: ING Capital Advisors LLC, As
Collateral Manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management,
Inc. As Collateral Manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
SEQUILS-MAGNUM, LTD. (#1280)
By: Pacific Investment Management
Company LLC, as its Investment
Advisor
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
SEQUILS-PILGRIM I, LTD
By: ING Investments, LLC as its
investment manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
SIERRA CLO I
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
SIMSBURY CLO, LIMITED
By: Mass Mutual Life Insurance Company
as Collateral Manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
XXXXXXXXX ARBITRAGE CDO, LTD.
By: Xxxxxxxxx Capital Partners LLC as
its Collateral Manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
XXXXXXXXX QUATTRO CLO, LTD.
By: Xxxxxxxxx Capital Partners LLC As
its Collateral Manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
XXXXXXXXX/RMF TRANSATLANTIC CDO LTD.
By: Xxxxxxxxx Capital Partners LLC as
its Collateral Manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
SUFFIELD CLO, LTD.
By: Xxxxx X. Xxxxxx & Co., Inc. as
Collateral Manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
SUNAMERICA LIFE INSURANCE COMPANY
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
SWISS LIFE US RAINBOW LIMITED
By: ING Capital Advisors LLC as
Investment Manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
XXXX XXXX B.V.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc. as its
Collateral Manager
------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
THERMOPYLAE FUNDING CORP.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
TORONTO DOMINION (NEW YORK), INC.
----------------------------------------
[Print Name of Financial Institution]
By
-------------------------------------
Name:
Title:
[ ] The above-referenced Financial Institution would like to be Prepaid from
the Proceeds of the Issuance of the Senior Subordinated Debt (please
initial).
TRANCHE B TERM LENDERS
Consent to Amendment No. 1 and Waive
Prepayment from the Issuance of Senior
Subordinated Debt (unless the box
below has been checked and is
initialed)
TRAVELERS CORPORATE LOAN
