EXHIBIT 10.32
CONSENT TO THIRD AMENDMENT TO CREDIT AGREEMENT AND FORBEARANCE AGREEMENT
Reference is made to (a) the Third Amendment to Credit Agreement and
Forbearance Agreement dated as of March 25, 2002 (the "AMENDMENT"; capitalized
terms not otherwise defined herein being used herein as defined in the Amendment
and in the Credit Agreement referred to therein), (b) the Credit Agreement dated
as of October 8, 1999 (as amended by the First Amendment to Credit Agreement and
Equity Contribution Agreements dated as of December 14, 1999 and the Second
Amendment to Credit Agreement dated as of November 16, 2000, the "CREDIT
AGREEMENT") among Flag Atlantic Limited, a company organized and existing under
the laws of Bermuda (the "COMPANY"), the banks and other financial institutions
party thereto (the "LENDERS"), Barclays Bank Plc, as the administrative agent
(in such capacity, the "ADMINISTRATIVE AGENT") for the Lenders, Dresdner Bank
AG, New York Branch, as the documentation agent, Westdeutsche Landesbank
Girozentrale, New York Branch, as the syndication agent and Barclays Capital,
the lead arranger and (c) the other Financing Documents referred to therein.
Each of the undersigned, in its capacity as (a) a Guarantor under the
Subsidiary Guarantee Agreement in favor of the Secured Party for the
Beneficiaries (as such term is defined in the Subsidiary Guarantee Agreement)
and/or (b) a Grantor and/or Pledgor (as the case may be) under one or more of
the following (i) the Company Security Agreement (U.S.) in favor of the Secured
Party for the Lenders and Lender Counterparties (as such term is defined in the
Company Security Agreement (U.S.), (ii) the Subsidiary Debenture from Flag
Atlantic UK Limited in favor of the Administrative Agent, as trustee for the
Secured Parties (the "Subsidiary Debenture"), (iii) the Subsidiary Assignment
from Flag Atlantic France S.A.R.L. in favor of the Administrative Agent, as
trustee for the Secured Parties (the "SUBSIDIARY ASSIGNMENT"), (iv) the Charge
Over Bank Accounts from Flag Atlantic France S.A.R.L. in favor of the
Administrative Agent for the Secured Parties (the "CHARGE OVER BANK ACCOUNTS"),
(v) the Shareholder Pledge Agreement in favor of the Administrative Agent as
agent and representative of the Lenders and any Lender Counterparties (as
therein defined), and (vi) the Charge Over Business from Flag Atlantic France
S.A.R.L. in favor of the Administrative Agent for the Secured Parties (the
"Charge Over Business") hereby consents to the execution, delivery and
performance of the Amendment and confirms and agrees that:
(A) each of the Subsidiary Guarantee Agreement, the Company Security
Agreement (U.S.) , the Subsidiary Debenture, the Subsidiary Assignment, the
Charge Over Bank Accounts, the Shareholder Pledge Agreement and the Charge
Over Business and each of the other Financing Documents to which any of the
undersigned is a party is, and shall continue to be, in full force and
effect and is hereby in all respects ratified and confirmed on the
Effective Date, except that, on and after the Effective Date, each
reference to "THE CREDIT AGREEMENT", "THEREUNDER", "THEREOF", "THEREIN" or
words of like import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement, as amended and otherwise modified by the
Amendment; and
(B) as of the Effective Date, each of the Company Security Agreement
(U.S.), the Subsidiary Debenture, the Subsidiary Assignment, the Charge
Over Bank Accounts, the Shareholder Pledge Agreement and the Charge Over
Business to which any of the undersigned is a party and all of the
Collateral of such Person described therein does, and shall continue to,
secure the payment of all of the Obligations.
This Consent shall be governed by, and construed in accordance with,
the laws of the State of New York.
Delivery of an executed counterpart of a signature page of this
Consent by telecopier shall be effective as the delivery of a manually executed
counterpart of this Consent.
FLAG ATLANTIC UK LIMITED
By
-------------------------------------------
Name:
Title: Attorney-in-Fact
FLAG ATLANTIC FRANCE S.A.R.L.
By
-------------------------------------------
Name:
Title: Attorney-in-Fact
By
-------------------------------------------
Name:
Title: Attorney-in-Fact
FLAG ATLANTIC USA LIMITED
By
-------------------------------------------
Name:
Title:
By
-------------------------------------------
Name:
Title:
2
FLAG ATLANTIC HOLDINGS LIMITED
By
-------------------------------------------
Name:
Title: Attorney-in-Fact
3
