EXHIBIT 4.15
EXECUTION COPY
FOURTH AMENDMENT dated as of January 13,
2004 (this "Amendment"), to the CREDIT AGREEMENT
dated as of October 11, 2001, as amended by
amendments dated as of November 6, 2001, February 14,
2002, and December 8, 2003 (as amended, supplemented
or otherwise modified from time to time, the "Credit
Agreement"), among LAND O'LAKES, INC., a cooperative
corporation organized under the laws of the State of
Minnesota (the "Borrower"), the several banks and
other financial institutions and entities from time
to time party thereto (the "Lenders"), and JPMORGAN
CHASE BANK (formerly known as "The Chase Manhattan
Bank"), as administrative agent (in such capacity,
the "Administrative Agent").
A. The Borrower has requested that the Lenders agree to amend
certain provisions of the Credit Agreement as set forth herein.
B. The Required Lenders, a majority in interest of the Tranche
B Lenders and a majority in interest of the Tranche A Lenders are willing to
effect such amendment on the terms and subject to the conditions of this
Amendment.
C. Capitalized terms used but not defined herein shall have
the meanings assigned to such terms in the Credit Agreement, as amended hereby.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment of the Credit Agreement. The Credit
Agreement is hereby amended, effective as of the Amendment Effective Date (as
defined below), as follows:
(a) Amendment of Section 1.01. Section 1.01 is hereby amended
by:
(i) Inserting the following definitions in the appropriate
alphabetical order therein:
`Fourth Amendment' means the Fourth Amendment, dated
as of January 13, 2004, to this Agreement.
`Fourth Amendment Effective Date' means the date on
which the Fourth Amendment became effective in accordance with
Section 3 thereof.
`Refinancing Securitization' means a Securitization
effected after the Fourth Amendment Effective Date.
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(ii) revising the definition of "Consolidated Cash Interest
Expense" by inserting the following as a new clause (b)(iv) thereof:
", plus (iv) to the extent included in such
consolidated interest expense for such period, interest
expense of the Borrower and the Restricted Subsidiaries with
respect to Indebtedness (A) incurred in connection with any
Securitization and (B) in amounts permitted by Section
6.01(x)".
(iii) revising the definition of "Permitted Encumbrances" such
that clause (b) thereof reads as follows:
"(b) carriers', warehousemen's, mechanics',
materialmen's, repairmen's, growers', producers', farmers' and
other like Liens imposed by law, arising in the ordinary
course of business and securing obligations that are not
overdue by more than 30 days or are being contested in
compliance with Section 5.05;".
(iv) revising the definition of "Total Indebtedness" such that
the proviso contained therein reads as follows:
"provided that `Total Indebtedness' shall not include
(i) the Capital Securities or (ii) Indebtedness of the
Borrower or any Restricted Subsidiary incurred in connection
with any Securitization in amounts permitted by Section
6.01(x)."
(b) Amendment of Section 2.08. Section 2.08(d) is amended to
read as follows:
"(d) Any prepayment of a Tranche A Term Borrowing (other than
with the Net Proceeds of the issuance of the Senior Second Lien Notes
and up to the initial $100,000,000 of the Net Proceeds of any
Refinancing Securitizations) or Tranche B Term Borrowing shall be
applied to reduce the subsequent scheduled repayments of the Borrowings
of such Class to be made pursuant to this Section ratably; provided
that (i) any prepayment made pursuant to Section 2.09(b) or (c) shall,
if the Borrower so elects in its notice given pursuant to Section
2.09(f), be applied, first, to reduce all or any portion of the
scheduled repayments of the Borrowings of such Class to be made
pursuant to this Section during the 12-month period commencing on the
prepayment date, ratably or in direct order of maturity at the
Borrower's option, until such scheduled repayments have been
eliminated, and, thereafter ratably to the remaining scheduled
repayments of Borrowings of such Class, and (ii) any prepayment of
Tranche A Term Borrowings with any portion of (x) the Net Proceeds of
the issuance of the Senior Second Lien Notes or (y) up to the initial
$100,000,000 of the Net Proceeds of any Refinancing Securitizations
shall be applied to reduce scheduled repayments of such Tranche A Term
Borrowings in direct order of maturity. If the initial aggregate amount
of the Lenders' Term Commitments of any Class exceeds the
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aggregate principal amount of Term Loans of such Class that are made on
the Effective Date, then the scheduled repayments of Borrowings of such
Class to be made pursuant to this Section shall be reduced ratably by
an aggregate amount equal to such excess. Repayments and prepayments of
Borrowings shall be accompanied by accrued interest on the amount
repaid or prepaid, plus amounts due under Section 2.14, if any."
(c) Amendment of Section 2.09. Section 2.09 is amended by:
(i) in paragraph (b) thereof, inserting ", other than any
Refinancing Securitization," immediately following the words
"Cumulative Net Proceeds in excess of $75,000,000 from any
Securitization".
(ii) revising paragraph (d) thereof to read as follows:
"(d) Each mandatory and voluntary prepayment will be allocated
first to the Tranche C Term Borrowings, until such Borrowings have been
paid in full, and then to the Tranche A Term Borrowings and the Tranche
B Term Borrowings, pro rata in accordance with the outstanding amounts
thereof; provided, however, that notwithstanding the foregoing, the Net
Proceeds of the issuance of the Senior Second Lien Notes and up to the
initial $100,000,000 of Net Proceeds of any Refinancing Securitizations
shall be allocated to the prepayment of the Tranche A Term Borrowings
and the Tranche B Term Borrowings such that 70% of any such Net
Proceeds are allocated to the prepayment of Tranche A Term Borrowings
until such Borrowings have been paid in full and all remaining Net
Proceeds are allocated to the prepayment of Tranche B Term Borrowings,
and subject to the provisions of Section 2.09(e) regarding the rights
of Tranche B Lenders to turn down mandatory prepayments under certain
circumstances."
(iii) revising paragraph (e) thereof to read as follows:
"(e) Prior to any optional or mandatory prepayment of
Borrowings hereunder, the Borrower shall select (subject to paragraph
(d) above) the Borrowing or Borrowings to be prepaid and shall specify
such selection in the notice of such prepayment pursuant to paragraph
(f) of this Section. In the event of any optional or mandatory
prepayment of Borrowings made at a time when Borrowings of more than
one Class remain outstanding, other than in the case of any prepayment
of Tranche A Term Borrowings and Tranche B Term Borrowings with the Net
Proceeds of the issuance of the Senior Second Lien Notes and up to the
initial $100,000,000 of Net Proceeds of any Refinancing
Securitizations, the Borrower shall select Borrowings to be prepaid so
that the aggregate amount of such prepayment is allocated first, to
Tranche C Term Borrowings, until all such Borrowings have been paid in
full, and thereafter to the Tranche A Term Borrowings and the Tranche B
Term Borrowings pro rata based on the aggregate principal amount of
outstanding Borrowings of each such Class; provided that, to the extent
Tranche A Term Borrowings are outstanding, any Tranche B Lender
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may elect, by notice to the Administrative Agent by telephone
(confirmed by telecopy) at least one Business Day prior to the
prepayment date, to decline all or any portion of any prepayment of its
Tranche B Term Loans pursuant to this Section (other than an optional
prepayment pursuant to paragraph (a) of this Section, which may not be
declined), in which case the aggregate amount of the prepayment that
would have been applied to prepay Tranche B Term Borrowings but was so
declined shall be applied to prepay Tranche A Term Borrowings (provided
that such elections will be effective only to the extent of the
outstanding Tranche A Term Borrowings available to be prepaid)."
(d) Amendment of Section 6.07. Section 6.07 is amended to read
as follows:
"SECTION 6.07. Hedging Agreements. The Borrower will not, and
will not permit any of its Restricted Subsidiaries to, enter into any
Hedging Agreement, other than (a) Hedging Agreements entered into in
the ordinary course of business to hedge or mitigate risks to which the
Borrower or any Restricted Subsidiary is exposed in the conduct of its
business or the management of its liabilities and (b) Hedging
Agreements entered into in order to effectively cap, collar or exchange
interest rates (from fixed to floating rates, from one floating rate to
another floating rate or otherwise) with respect to any
interest-bearing liability or investment of the Borrower or any
Restricted Subsidiary."
(e) Amendment of Section 6.13. Section 6.13 is amended so that
the table set forth therein reads as follows:
"Period Ratio
------- -----
October 11, 2003 through 4.75 to 1.00
December 15, 2004
December 16, 2004 through 4.50 to 1.00
December 15, 2005
December 16, 2005 through 4.00 to 1.00
December 15, 2006
December 16, 2006 and thereafter 3.75 to 1.00".
SECTION 2. Representations and Warranties. To induce the other
parties hereto to enter into this Amendment, the Borrower represents and
warrants to each of the Lenders, the Administrative Agent and the Collateral
Agent that, as of the Amendment Effective Date:
(a) This Amendment has been duly authorized, executed and
delivered by it and this Amendment and the Credit Agreement as amended hereby,
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms except as such enforceability may be limited by
bankruptcy, insolvency, reorganization,
5
moratorium or other similar laws affecting creditors' rights generally and by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity).
(b) The representations and warranties set forth in Article
III of the Credit Agreement are, after giving effect to this Amendment true and
correct in all material respects on and as of the Amendment Effective Date with
the same effect as though made on and as of the Amendment Effective Date, except
to the extent such representations and warranties expressly relate to an earlier
date (in which case they were true and correct in all material respects as of
such earlier date).
(c) No Default or Event of Default has occurred and is
continuing.
(d) After giving effect to this Amendment, the Collateral and
Guarantee Requirement has been satisfied.
SECTION 3. Effectiveness. This Amendment and the amendment of
the Credit Agreement effected hereby shall become effective as of the first date
(the "Amendment Effective Date") on which the following conditions have been
satisfied:
(a) The Administrative Agent (or its counsel) shall have
received duly executed counterparts hereof that, when taken together, bear the
signatures of (i) the Borrower, (ii) the Required Lenders, (iii) Tranche B
Lenders holding a majority in interest of the outstanding Tranche B Term Loans
and (iv) Tranche A Lenders holding a majority in interest of the outstanding
Tranche A Term Loans.
(b) The Administrative Agent shall have received a certificate
of a Financial Officer to the effect that the representations and warranties set
forth in Section 2 hereof are true and correct on and as of the Amendment
Effective Date.
(c) The Third Amendment dated as of December 8, 2003, to the
Credit Agreement shall have become effective in accordance with its terms.
(d) The Borrower shall have prepaid Term Loans in an aggregate
principal amount equal to the Net Proceeds from the issuance and sale of the
Senior Second Lien Notes.
(e) The Administrative Agent shall have received favorable
legal opinions of (A) Faegre & Xxxxxx LLP, outside counsel for the Borrower and
(B) Xxxx Xxxxxx, Vice President and General Counsel for the Borrower, in each
case addressed to the Lenders and dated the Amendment Effective Date, covering
such matters relating to the Loans, this Amendment, the Credit Agreement as
amended hereby, and the other Loan Documents (including the Intercreditor
Agreement) and security interests thereunder as the Administrative Agent may
reasonably request, which opinions shall be reasonably satisfactory to the
Administrative Agent, including an opinion of such outside counsel, subject only
to qualifications reasonably satisfactory to the Administrative Agent, that all
guarantees, pledges and grants of security interests of each Loan Party (other
than with respect to real property) continue to be valid and binding obligations
of such Loan Party.
6
(f) The Administrative Agent shall have received, for the
Borrower and each other Loan Party, to the extent deemed necessary or
appropriate by the Administrative Agent, a certificate of the Secretary or an
Assistant Secretary of such Loan Party, dated the Amendment Effective Date and
certifying that attached thereto are true and complete copies of such documents
and certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing of such Loan
Party and resolutions (or consent by members or partners, where applicable, to
the extent required) duly adopted by the board of directors (or members or
partners, where applicable) of such Loan Party authorizing the execution,
delivery and performance of this Amendment and the Credit Agreement as amended
hereby, and the amendment of any other Loan Documents to which it is party
required to be amended hereby, all in form and substance reasonably satisfactory
to the Administrative Agent.
(g) Each Loan Party that has not executed and delivered this
Amendment shall have entered into a written instrument reasonably satisfactory
to the Administrative Agent pursuant to which it confirms that it consents to
this Amendment and that the Security Documents to which it is party will
continue to apply in respect of the Credit Agreement, as amended hereby, and the
Obligations thereunder.
(h) The Administrative Agent shall have received all fees and
other amounts due from any Loan Party hereunder or under the Credit Agreement or
any other Loan Document on or prior to the Amendment Effective Date, including
the amendment fees required pursuant to Section 5 hereof and, to the extent
invoiced on or prior to the Amendment Effective Date, reimbursement or payment
of all out-of-pocket expenses (including fees, charges and disbursements of
counsel) required to be reimbursed or paid by any Loan Party hereunder or under
the Credit Agreement or any other Loan Document.
The Administrative Agent shall notify the Borrower and the Lenders of the
Amendment Effective Date, and such notice shall be conclusive and binding.
SECTION 4. Effect of Amendment. (a) Except as expressly set
forth herein, this Amendment shall not by implication or otherwise limit,
impair, constitute a waiver of or otherwise affect the rights and remedies of
the Lenders, the Administrative Agent or the Collateral Agent under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other provision of the
Credit Agreement or of any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. Nothing
herein shall be deemed to entitle the Borrower to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any
other Loan Document in similar or different circumstances.
(b) On and after the Amendment Effective Date, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein", or
words of like import, and each reference to the Credit Agreement in any Loan
Document shall be
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deemed a reference to the Credit Agreement as amended hereby. This Amendment
shall constitute a "Loan Document" for all purposes of the Credit Agreement and
the other Loan Documents.
SECTION 5. Amendment Fees. The Borrower agrees to pay to the
Administrative Agent for the account of each Tranche B Lender that executes the
Amendment an amendment fee equal to 0.05% of the total principal amount of such
Lender's Tranche B Term Loans outstanding on the Amendment Effective Date after
giving effect to this Amendment and the prepayment of a portion of each such
Lender's Tranche B Term Loans with the Net Proceeds of the issuance of the
Senior Second Lien Notes.
SECTION 6. Costs and Expenses. The Borrower agrees to
reimburse the Administrative Agent for its reasonable out of pocket expenses in
connection with this Amendment, including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent.
SECTION 7. Indemnity. It is agreed that for all purposes of
Section 9.03(b) of the Credit Agreement, the offering of the Senior Second Lien
Notes, the execution, delivery and performance of this Amendment and of the
Intercreditor Agreement, the amendment of the Collateral Agreement as
contemplated by Section 3 hereof and the other transactions contemplated hereby
shall all be deemed to be transactions contemplated by the Credit Agreement.
SECTION 8. Uniform Commercial Code Filings. The Borrower
authorizes the Collateral Agent at any time and from time to time to file in any
relevant jurisdiction financing statements and amendments thereto describing the
Collateral pledged by the Borrower under the Collateral Agreement as "all
assets", "all personal property" or in any other manner deemed appropriate by
the Collateral Agent, and the Borrower hereby confirms and ratifies the filing
by the Collateral Agent prior to the date hereof of any financing statements
containing such a description.
SECTION 9. 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 and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument.
Delivery of any executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.
SECTION 10. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
SECTION 11. Headings. The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized officers, all as of the
date and year first above written.
LAND O'LAKES, INC.
By: /s/ Xxxxxx Xxxxxxx
------------------------------
Name Xxxxxx Xxxxxxx
Title: Senior VP and CFO
JPMORGAN CHASE BANK,
individually and as Administrative Agent
By:
/s/ X.X. XXXXXXXX
----------------------------------
Name: X.X. XXXXXXXX
Title: VICE PRESIDENT
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
[ILLEGIBLE] Finance-II Ltd.
By: /s/ Xxxx Xxxxxx
------------------------------
Name: Xxxx Xxxxxx
Title: Manager
\
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution: AgFirst Farm Credit Bank
__________________________________
by: /s/ Xxxx X Xxxxxxxx Xx
------------------------------
Name: Xxxx X Xxxxxxxx Xx
Title: Vice President
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management, Inc.
As Sub-Adviser
by: /s/ Xxxxxx Xxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
APEX TRIMARAN CDOI, LTD.
----------------------------------
By: Trimaran Advisors, L.L.C.
by: /s/ Xxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Adviser
by: /s/ Xxxxxx Xxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
`
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management, Inc.
as Portfolio Advisor
by: /s/ Xxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
Bank of Communications,
New York Branch
____________________________
by: /s/ Xxxxxx He
----------------------------------
Name: Xxxxxxx He
Title: Deputy General Manager
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
by /s/ Xxxxxxx XxXxx
---------------------------------
Name: Xxxxxxx XxXxx
Title: Vice President & Manager
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
XXXX & XXXXXXX XXXXX FOUNDATION
By: Xxxxx X. Xxxxxx & Company Inc.
as Investment Adviser
by /s/ XxxxXxx Xxxxxxx
---------------------------------
Name: XxxxXxx Xxxxxxx
Title: Managing Director
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To Approve Fourth Amendment:
Name of Institution:
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
Investment Advisor
by /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
CoBank
------------------------
by. /s/ Xxxxxxx Tousigrunt
------------------------
Name: Xxxxxxx Tousigrunt
Title: Vice President
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
CONTINENTAL CASUALTY COMPANY
by /s/ Xxxxxxx X. XxXxxx
---------------------------------------------
Name: Xxxxxxx X. XxXxxx
Title: Vice President and Assistant Treasurer
Form Approved
by Law Dept.
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND" NEW YORK
BRANCH
by /s/ J. Xxxxx Xxxxxx
---------------------------------
Name: J. Xxxxx Xxxxxx
TITLE: Executive Director
by /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Director
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To Approve Fourth Amendment:
Name of Institution:
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management, Inc.
as Investment Adviser
by: /s/ Xxxxxx Xxxxxxx
-----------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
ELC (CAYMAN) LTD. CDO SERIES 1999-I
ELC (CAYMAN) LTD. 1999-II
ELC (CAYMAN) LTD. 1999-III
By: Xxxxx X. Xxxxxx & Company Inc. as Collateral Manager
by /s/ XxxxXxx Xxxxxxx
---------------------------------------------
Name: XxxxXxx Xxxxxxx
Title: Managing Director
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution;
ELC (CAYMAN) LTD. 2000-I
XXXXX CLO LTD. 2000-I
By: Xxxxx X. Xxxxxx & Company Inc. as Collateral Manager
by /s/ XxxxXxx Xxxxxxx
--------------------------------
Name: XxxxXxx Xxxxxxx
Title: Managing Director
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
ELF FUNDING TRUST III
BY NEW YORK LIFE INVESTMENT MANAGEMENT LLC, AS ATTORNEY-IN-FACT
by /s/ X.X.Xxxx
---------------------------------
Name: X.X.Xxxx
Title: Director
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
GULF STREAM-COMPASS CLO 2003-1 LTD.
By: Gulf Stream Asset Management LLC
As Collateral Manager
____________________________________
by /s/ Xxxxx X. Xxxx
------------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Credit Officer
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
Harch CLO I, Ltd.
by: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
INVESCO EUROPEAN CDO I S.A.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
by /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
MAPLEWOOD (CAYMAN) LIMITED
By: Xxxxx X. Xxxxxx & Company Inc. under delegated
authority from Massachusetts Mutual Life Insurance Company
as investment Manager
by /s/ XxxxXxx Xxxxxxx
------------------------------------
Name: XxxxXxx Xxxxxxx
Title: Managing Director
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: Xxxxx X. Xxxxxx & Company Inc. as Investment Adviser
______________________________
by /s/ XxxxXxx Xxxxxxx
------------------------------
Name: XxxxXxx Xxxxxxx
Title: Managing Director
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
BY NEW YORK LIFE INVESTMENT MANAGEMENT LLC, ITS INVESTMENT MANGER
by /s/ X. X. Xxxx
------------------------------------
Name: X. X. Xxxx
Title: Director
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
XXXXX FLATIRON CLO 2003-1 LTD.
BY NEW YORK LIFE INVESTMENT MANAGEMENT LLC, AS COLLETERAL MANAGER
AND ATTORNEY-IN-FACT
by /s/ X. X. Xxxx
---------------------------
Name: X. X. Xxxx
Title: Director
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
OAK HILL CREDIT PARTNERS I, LIMITED
_____________________________ By: Oak Hill CLO Management I, LLC
as Investment Manager
by _____________________________ By: /s/ Xxxxx X. Xxxxx
Name: --------------------------------
Title: Name: Xxxxx X. Xxxxx
Title: Authorized Signatory
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
OAK HILL CREDIT PARTNERS II, LIMITED
_____________________________ By: Oak Hill CLO Management II, LLC
as Investment Manager
by _____________________________ By: /s/ Xxxxx X. Xxxxx
Name: --------------------------------
Title: Name: Xxxxx X. Xxxxx
Title: Authorized Signatory
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
OAK HILL CREDIT PARTNERS III, LIMITED
_____________________________ By: Oak Hill CLO Management III, LLC
as Investment Manager
by _____________________________ By: /s/ Xxxxx X. Xxxxx
Name: --------------------------------
Title: Name: Xxxxx X. Xxxxx
Title: Authorized Signatory
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
OAK HILL SECURITIES FUND, L.P.
By: Oak Hill Securities GenPar. L.P.
_____________________________ Its General Partner
By: Oak Hill Securities MGP, Inc.,
Its General Partner
by _____________________________ By: /s/ Xxxxx X. Krace
Name: --------------------------------
Title: Name: Xxxxx X. Krace
Title: Authorized Signatory
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
OAK HILL SECURITIES FUND II, L.P.
By: Oak Hill Securities GenPar. II L.P.
_____________________________ Its General Partner
By: Oak Hill Securities MGP II, Inc.,
Its General Partner
by _____________________________ By: /s/ Xxxxx X. Krace
Name: --------------------------------
Title: Name: Xxxxx X. Krace
Title: Authorized Signatory
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
ORIX FINANCIAL SERVICES, INC
by /s/ F.R. Xxxxxx 1/9/04
------------------------
Name: F.R.Xxxxxx
Title: V.P.
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
PERSEUS CDO I, LIMITED
By: Xxxxx X. Xxxxxx & Company Inc. under delegated
authority from Massachusetts Mutual Life Insurance Company
as Portfolio Manager
by /s/ XxxxXxx Xxxxxxx
-----------------------------
Name: XxxxXxx Xxxxxxx
Title: Managing Director
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
PHOENIX FUNDING LIMITED
By: Xxxxx X. Xxxxxx & Company Inc.
as Financial Sub-agent
by /s/ XxxxXxx Xxxxxxx
---------------------------------------
Name: XxxxXxx Xxxxxxx
Title: Managing Director
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
SAAR HOLDINGS CDO, LIMITED
By: Xxxxx X. Xxxxxx & Company Inc. under delegated authority
from Massachusetts Mutual Life Insurance Company as Collateral Manager
by /s/ XxxxXxx Xxxxxxx
--------------------
Name: XxxxXxx Xxxxxxx
Title: Managing Director
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
SEABOAD CLO 2000 LTD.
By: Xxxxx X. Xxxxxx & Company Inc. as Collateral Manager
by /s/ XxxxXxx Xxxxxxx
--------------------
Name: XxxxXxx Xxxxxxx
Title: Managing Director
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
by /s/ Xxxxxx Xxxxxxx
-------------------
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
SIMSBURY CLO, LIMITED
By: Xxxxx X. Xxxxxx & Company Inc. under delegated authority
from Massachusetts Mutual Life Insurance Company as Collateral Manager
by /s/ XxxxXxx Xxxxxxx
--------------------
Name: XxxxXxx Xxxxxxx
Title: Managing Director
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
XXXXXX CDO, LIMITED
By: Xxxxx X. Xxxxxx & Company Inc. under delegated authority from
Massachusetts Mutual Life Insurance Company as Collateral Manager
by /s/ XxxxXxx Xxxxxxx
--------------------
Name:XxxxXxx Xxxxxxx
Title: Managing Director
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
SUFFIELD CLO, LIMITED
By: Xxxxx X. Xxxxxx & Company Inc. Collateral Manager
by /s/ XxxxXxx Xxxxxxx
-------------------------------
Name: XxxxXxx Xxxxxxx
Title: Managing Director
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
XXX XXXXXX
SENIOR INCOME TRUST
BY: XXX XXXXXX INVESTMENT ADVISORY CORP.
by /s/ XXXXXXXXX XXXXXXXX
-------------------------------
Name: XXXXXXXXX XXXXXXXX
Title: VICE PRESIDENT
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11,2001, AS AMENDED
To approve Fourth Amendment:
XXX XXXXXX
SENIOR LOAN FUND
BY: XXX XXXXXX INVESTMENT ADVISORY CORP.
by /s/ XXXXXXXXX XXXXXXXX
-------------------------------
Name: XXXXXXXXX XXXXXXXX
Title: VICE PRESIDENT
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11,2001, AS AMENDED
To approve Fourth Amendment:
VENTURE CDO 2002, LIMITED
BY ITS INVESTMENT ADVISOR, MJX ASSET
MANAGEMENT, LLC
_______________________________
by /s/ [ILLEGIBLE]
-------------------------------
Name:
Title:
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11, 2001, AS AMENDED
To approve Fourth Amendment:
VENTURE II CDO 2002, LIMITED
BY ITS INVESTMENT ADVISOR, MJX ASSET
MANAGEMENT, LLC
_______________________________
by /s/ [ILLEGIBLE]
-------------------------------
Name:
Title:
SIGNATURE PAGE TO
FOURTH AMENDMENT TO THE
LAND O'LAKES CREDIT AGREEMENT
DATED AS OF OCTOBER 11,2001, AS AMENDED
To approve Fourth Amendment:
Name of Institution:
XXXXX FARGO BANK, NATIONAL ASSOCIATION
by /s/ Xxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
by /s/ Xxxxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
