EXHIBIT 10.79
LIMITED CONSENT AND LIMITED WAIVER TO CREDIT AGREEMENT
THIS LIMITED CONSENT AND LIMITED WAIVER TO CREDIT AGREEMENT (this
"Consent and Waiver"), dated as of September 5, 2003, is among NEXSTAR FINANCE,
L.L.C., a Delaware limited liability company (the "Borrower"), NEXSTAR
BROADCASTING GROUP, L.L.C., a Delaware limited liability company (the "Ultimate
Parent"), the other Parent Guarantors (as such term is defined in the
hereinafter described Credit Agreement) parties to this Consent and Waiver, the
several Banks (as such term is defined in the hereinafter described Credit
Agreement) parties to this Consent and Waiver, and BANK OF AMERICA, N.A., as
Administrative Agent for the Banks (in such capacity, the "Administrative
Agent").
R E C I T A L S:
A. The Borrower, the Ultimate Parent, the other Parent Guarantors,
the Administrative Agent, Bear Xxxxxxx Corporate Lending Inc., as the
Syndication Agent, and Royal Bank of Canada, General Electric Capital
Corporation and Xxxxxxx Xxxxx Capital, a division of Xxxxxxx Xxxxx Business
Financial Services Inc., as the Co-Documentation Agents, and the several Banks
parties thereto entered into that certain Second Amended and Restated Credit
Agreement dated as of February 13, 2003. Capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to them in the Credit
Agreement.
B. The Ultimate Parent and the Borrower have advised the
Administrative Agent that they wish to effect the following transactions:
(i) the entry into a Management and Consulting Services
Agreement in the form attached hereto as Exhibit A (the "Quorum
Management Agreement") between Nexstar Management Inc. ("NMI") and
Quorum Broadcast Holdings, L.L.C ("Quorum") ; and
(ii) the entry into a Reorganization Agreement that complies
with the requirements set forth in Section 1(b)(i) below (the
"Reorganization Agreement") among the Ultimate Parent and Quorum,
whereby the Ultimate Parent will acquire 100% of the ownership interests
in the direct, wholly-owned Subsidiaries of Quorum.
C. The Ultimate Parent and the Borrower have requested that (i) the
Banks consent to the execution, delivery and performance of the Quorum
Management Agreement, (ii) the Banks consent to the execution and delivery of
the Reorganization Agreement, (iii) waive any Default or Event of Default
resulting from the execution, delivery and performance of the Quorum Management
Agreement and (iv) waive any Default or Event of Default resulting from the
execution and delivery of the Reorganization Agreement, in each case as more
fully set forth herein.
D. The several Banks parties to this Consent and Waiver (which
Banks constitute the Majority Banks as required under the Credit Agreement to
grant the consents and waivers
intended hereby) are willing to grant the above-described consents and waivers,
subject in each case to the performance and observance in full of each of the
covenants, terms and conditions, and in reliance upon all of the representations
and warranties of the Borrower and the Parent Guarantors, set forth herein.
NOW, THEREFORE, in consideration of the premises and the covenants,
terms and conditions, and in reliance upon the representations and warranties,
in each case contained herein, the parties hereto agree hereby as follows:
Section 1. LIMITED CONSENTS AND LIMITED WAIVERS. Subject to the
covenants, terms and conditions set forth in this Consent and Waiver, and in
reliance upon the representations and warranties of the Borrower and the Parent
Guarantors herein contained, the several Banks parties to this Consent and
Waiver hereby:
(a) (i) consent to the execution, delivery and performance of the
Quorum Management Agreement and (ii) waive compliance with the
provisions of Section 8.06 of the Credit Agreement which
prohibit the execution, delivery and performance of the Quorum
Management Agreement;
(b) (i) consent to the execution and delivery of the Reorganization
Agreement, provided that
(A) such consent shall not extend to the
consummation of such reorganization,
(B) consummation of such reorganization must either
fully comply with all provisions of the Credit Agreement,
including, without limitation, Section 8.04(b) of the Credit
Agreement, or the Borrower must obtain a consent or an amendment
to the Credit Agreement in accordance with the terms of such
Credit Agreement,
(C) any failure to consummate such reorganization by
the Ultimate Parent shall not cause any payment penalty or other
adverse consequence to the Ultimate Parent or any of it
Subsidiaries, and
(D) any breach, default or other non-compliance by
the Ultimate Parent of any term or provision of the
Reorganization Agreement shall not cause any payment penalty or
other adverse consequence to the Ultimate Parent or any of it
Subsidiaries (other than termination of the Reorganization
Agreement by another party thereto), and
(ii) waive compliance with the provisions of Section 8.06 of
the Credit Agreement which prohibit the execution and delivery
of the Reorganization Agreement; and
(c) consent to the execution, delivery and performance by the
parties thereto of the Consent and Waiver dated as of even date herewith
relative to the Mission Credit Agreement, and all transactions described
therein.
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The consents and waivers set forth in this Section 1 are limited to the extent
specifically set forth above and no terms, covenants or provisions of the Credit
Agreement or any other Loan Document are intended to be affected hereby except
to the extent specifically waived in connection with the limited consents
granted above. The Borrower hereby specifically represents and warrants that,
the Reorganization Agreement does not, nor does any agreement, document or
instrument related in any manner to the Reorganization Agreement (the
"Reorganization Documents") contain any term or provision that would violate any
term or condition of the proviso set forth above.
Section 2. CONDITIONS PRECEDENT. The parties hereto agree that this
Consent and Waiver and the consents and waivers to the Credit Agreement
contained herein shall not be effective until the satisfaction of each of the
following conditions precedent:
(a) Execution and Delivery of this Consent and Waiver. The
Administrative Agent shall have received a copy of this Consent and Waiver
executed and delivered by each of the applicable Credit Parties and by Banks
constituting Majority Banks and each of the conditions set forth in Sections
2(b) and 2(c) below shall have been satisfied.
(b) Representations and Warranties. Each of the representations and
warranties made in this Consent and Waiver shall be true and correct on and as
of the Consent and Waiver Effective Date as if made on and as of such date, both
before and after giving effect to this Consent and Waiver.
(c) Effectiveness of Mission Consent and Waiver. All conditions
precedent to the effectiveness of the Mission Consent and Waiver shall have been
satisfied in a manner reasonably satisfactory to the Administrative Agent of
such credit facility.
Section 3. REPRESENTATIONS AND WARRANTIES. To induce the
Administrative Agent and the several Banks parties hereto to enter into this
Consent and Waiver and to grant the consents and waivers contained herein and in
the Mission Consent and Waiver, each of the Borrower and the Parent Guarantors
represents and warrants to the Administrative Agent and the Banks as follows:
(a) Authorization; No Contravention. The execution, delivery and
performance by the applicable Credit Parties of this Consent and Waiver have
been duly authorized by all necessary partnership, corporate or limited
liability company action, as applicable, and do not and will not (i) contravene
the terms of any Charter Documents of any Credit Party, (ii) conflict with or
result in any breach or contravention of, or the creation of any Lien under, any
document evidencing any Contractual Obligation to which any Credit Party is a
party or any order, injunction, writ or decree of any Governmental Authority to
which any Credit Party is a party or its property is subject, or (iii) violate
any Requirement of Law.
(b) Governmental Authorization. No approval, consent, exemption,
authorization or other action by, or notice to, or filing with or approvals
required under state blue sky securities laws or by any Governmental Authority
is necessary or required in connection with the execution, delivery, performance
or enforcement of this Consent and Waiver.
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(c) No Default. No Default or Event of Default exists under any of
the Loan Documents. No Credit Party is in default under or with respect to (i)
its Charter Documents or (ii) any material Contractual Obligation of such
Person. The execution, delivery and performance of this Consent and Waiver shall
not result in any default under any Contractual Obligation of any Credit Party
in any respect.
(d) Binding Effect. This Consent and Waiver constitutes the legal,
valid and binding obligation of the Credit Parties that are parties thereto,
enforceable against such Credit Parties in accordance with their respective
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, or similar laws affecting the enforcement of creditors' rights
generally or by equitable principles of general applicability.
(e) Representations and Warranties. The representations and
warranties set forth in the Credit Agreement and the other Loan Documents are
true and correct in all material respects on and as of the Consent and Waiver
Effective Date, both before and after giving effect to the consents and waivers
contemplated in this Consent and Waiver, as if such representations and
warranties were being made on and as of the Consent and Waiver Effective Date.
Section 4. MISCELLANEOUS.
(a) Ratification of Loan Documents. Except for the specific consents
and waivers expressly set forth in this Consent and Waiver, the terms,
provisions, conditions and covenants of the Credit Agreement and the other Loan
Documents remain in full force and effect and are hereby ratified and confirmed,
and the execution, delivery and performance of this Consent and Waiver shall not
in any manner operate as a waiver of, consent to or amendment of any other term,
provision, condition or covenant of the Credit Agreement or any other Loan
Document. Without limiting the generality of the foregoing, the consents and
waivers set forth in Section 1 of this Consent and Waiver and shall be limited
precisely as set forth above, and nothing in this Consent and Waiver shall be
deemed (i) to constitute a waiver of compliance or consent to noncompliance by
any of the Credit Parties with respect to any other term provision, condition or
covenant of the Credit Agreement or other Loan Documents; (ii) to prejudice any
right or remedy that the Administrative Agent or the Banks may now have or may
have in the future under or in connection with the Credit Agreement or any other
Loan Document; or (iii) to constitute a waiver of compliance or consent to
noncompliance by any of the Credit Parties with respect to the terms,
provisions, conditions and covenants of the Credit Agreement made the subject
hereof, other than as specifically set forth herein and for the time periods
specifically set forth herein.
(b) Fees and Expenses. The Borrower and the Parent Guarantors
jointly and severally agree to pay on demand all reasonable costs and expenses
of the Administrative Agent in connection with the preparation, reproduction,
execution, and delivery of this Consent and Waiver, the Mission Consent and
Waiver and any other documents prepared in connection herewith or therewith,
including, without limitation, the reasonable fees and out-of-pocket expenses of
counsel for the Administrative Agent.
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(c) Headings. Section and subsection headings in this Consent and
Waiver are included herein for convenience of reference only and shall not
constitute a part of this Consent and Waiver for any other purpose or be given
any substantive effect.
(d) APPLICABLE LAW. THIS CONSENT AND WAIVER SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
(e) Counterparts and Consent and Waiver Effective Date. This Consent
and Waiver 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; signature pages may be detached from
multiple separate counterparts and attached to a single counterpart so that all
signature pages are physically attached to the same document. This Consent and
Waiver shall become effective when the Administrative Agent has received
counterparts of this Consent and Waiver executed by the Borrower, the Parent
Guarantors, each of the other Guarantors and the Banks constituting Majority
Banks and each of the conditions precedent set forth in Sections 2(b) and 2(c)
above has been satisfied (the "Consent and Waiver Effective Date"), whether or
not this Consent and Waiver has been executed and delivered by each and every
Bank named on a signature pages attached hereto.
(f) Affirmation of Guarantees. Notwithstanding that such consent is
not required thereunder, each of the Parent Guarantors and the other Guarantors
hereby consent to the execution and delivery of this Consent and Waiver and the
Mission Consent and Waiver and the consummation of the transactions contemplated
hereby and thereby and reaffirm their respective obligations under each of their
respective Guaranty Agreements, which Guaranty Agreements shall continue in full
force and effect notwithstanding the consummation of such Proposed Transactions.
(g) Confirmation of Loan Documents and Liens. As a material
inducement to the Banks to agree to grant the consents and waivers set forth
herein and to enter into the Mission Consent and Waiver, the Borrower and the
Guarantors hereby (i) acknowledge and confirm the continuing existence, validity
and effectiveness of the Loan Documents to which they are parties, including,
without limitation the Security Documents and the Liens granted under the
Security Documents, (ii) agrees that the execution, delivery and performance of
this Consent and Waiver and the Mission Consent and Waiver, and the consummation
of the transactions contemplated hereby and thereby shall not in any way
release, diminish, impair, reduce or otherwise adversely affect such Loan
Documents and Liens and (iii) acknowledges and agrees that the Liens granted
under the Security Documents secure, and after the consummation of the
transactions contemplated hereby and by the Mission Consent and Waiver will
continue to secure, the payment of the Obligations under the Loan Documents in
the same priority as on the date such Liens were created and perfected, and the
performance and observance by the Borrower and the other Credit Parties of the
covenants, agreements and conditions to be performed and observed by each under
the Credit Agreement and the Mission Credit Agreement.
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(h) FINAL AGREEMENT. THIS CONSENT AND WAIVER, TOGETHER WITH THE
CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Consent and
Waiver to be duly executed and delivered by their proper and duly authorized
officers effective as of the Consent and Waiver Effective Date.
BORROWER:
NEXSTAR FINANCE, L.L.C.
By: /s/ Xxxxx X. Xxxx
-------------------------------------
Name: Xxxxx X. Xxxx
Title: President and CEO
PARENT GUARANTORS:
NEXSTAR BROADCASTING GROUP, L.L.C.
NEXSTAR BROADCASTING OF NORTHEASTERN
PENNSYLVANIA, INC.
NEXSTAR BROADCASTING OF JOPLIN, INC.
NEXSTAR BROADCASTING OF ERIE, INC.
KBTV BROADCASTING INC.
KFDX BROADCASTING INC.
NEXSTAR BROADCASTING OF ROCHESTER, INC.
KTAB BROADCASTING INC.
ERC HOLDINGS, INC.
NEXSTAR MIDWEST HOLDINGS, INC.
NEXSTAR BROADCASTING OF CHAMPAIGN, INC.
NEXSTAR BROADCASTING OF PEORIA, INC.
KMID BROADCASTING INC.
KTAL BROADCASTING INC.
NEXSTAR FINANCE HOLDINGS II, L.L.C.
NEXSTAR FINANCE HOLDINGS, L.L.C.
NEXSTAR FINANCE HOLDINGS, INC.
NEXSTAR ALABAMA HOLDINGS, INC.
NEXSTAR ARKANSAS HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxx
-------------------------------------
Name: Xxxxx X. Xxxx
Title: President and CEO
[Signature Page to Limited Consent and Limited Waiver]
OTHER GUARANTORS (for purposes of Sections 4(f) and 4(g) hereof):
NEXSTAR BROADCASTING OF ABILENE, L.L.C.
NEXSTAR BROADCASTING OF BEAUMONT/ PORT XXXXXX, L.L.C.
NEXSTAR BROADCASTING OF CHAMPAIGN, L.L.C.
ENTERTAINMENT REALTY CORPORATION
NEXSTAR BROADCASTING OF ERIE, L.L.C.
NEXSTAR BROADCASTING OF JOPLIN, L.L.C.
NEXSTAR BROADCASTING OF LOUISIANA, L.L.C.
NEXSTAR BROADCASTING OF MIDLAND-ODESSA, L.L.C.
NEXSTAR BROADCASTING OF THE MIDWEST, INC.
NEXSTAR BROADCASTING OF NORTHEASTERN PENNSYLVANIA, L.L.C.
NEXSTAR FINANCE, INC.
NEXSTAR BROADCASTING OF PEORIA, L.L.C.
NEXSTAR BROADCASTING OF ROCHESTER, L.L.C.
NEXSTAR BROADCASTING OF WICHITA FALLS, L.L.C.
NEXSTAR MANAGEMENT, INC.
NEXSTAR ALAMABA ACQUISITION, INC.
NEXSTAR ARKANSAS ACQUISITION, INC.
By: /s/ Xxxxx X. Xxxx
-------------------------------------
Title: President and CEO of each of the
above-named entities
MISSION BROADCASTING, INC.
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: President
[Signature Page to Limited Consent and Limited Waiver]
ADMINISTRATIVE AGENT, SYNDICATION
AGENT, ISSUING BANK AND BANKS:
BANK OF AMERICA, N.A.,
as Administrative Agent, as Issuing Bank
and as a Bank
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: XXXXXX X. XXXXXXX
Title: PRINCIPAL
Signature Page to Consent and Waiver
BEAR XXXXXXX CORPORATE LENDING INC.
as Syndication Agent and as a Bank
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: XXXXX X. XXXXXXX
Title: EVP
Signature Page to Consent and Waiver
ROYAL BANK OF CANADA, as a Bank and as
a Co-Documentation Agent
By: /s/ Xxxx Xxxxxxxx
-------------------------------------
Name: XXXX XXXXXXXX
Title: Attorney in Fact
Signature Page to Consent and Waiver
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Bank and as a Co-Documentation
Agent
By: /s/ Xxxx Kiefter
-------------------------------------
Name: XXXX KIEFTER
Title: DULY AUTHORIZED SIGNATORY
Signature Page to Consent and Waiver
XXXXXXX XXXXX CAPITAL, a division of
Xxxxxxx Xxxxx Business Financial
Services, Inc., as a Bank and as a
Co-Documentation Agent
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
Signature Page to Consent and Waiver
NEW ALLIANCE GLOBAL CDO, LIMITED
By: Alliance Capital Management L.P.,
as Sub-advisor
Alliance Capital Management
Corporation, as General Partner
By: /s/ Xxxxxx Xxxxx
-------------------------------------
Name: XXXXXX XXXXX
Title: Vice President
Signature Page to Consent and Waiver
SIERRA CLO I, LTD
By: /s/ Xxxx X. Caspartan
-------------------------------------
Name: XXXX X. CASPARTAN
Title: Chief Operating Officer
Centre Pacific LLP (Manager)
Signature Page to Consent and Waiver
JUPITER LOAN FUNDING LLC
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: XXXXX X. XXXXX
Title: ASSISTANT VICE PRESIDENT
Signature Page to Consent and Waiver
NYLIM FLATIRON CLO 2003-1 LTD.
By: /s/ Xxxx X. Xxxxxxxxxx
-------------------------------------
Name: XXXX X. XXXXXXXXXX
Title:
Signature Page to Consent and Waiver
ELC (CAYMAN) LTD. 2000-I
By: Xxxxx X. Xxxxxx & Company Inc.
as Collateral Manager
By: /s/ Xxxxxxxx Xxxxxxx
-------------------------------------
Name: XXXXXXXX XXXXXXX
Title: Managing Director
Signature Page to Consent and Waiver
ELC (CAYMAN) LTD. 1999-III
By: Xxxxx X. Xxxxxx & Company Inc.
as Collateral Manager
By: /s/ Xxxxxxxx Xxxxxxx
-------------------------------------
Name: XXXXXXXX XXXXXXX
Title: Managing Director
Signature Page to Consent and Waiver
XXXXX CLO LTD. 2000-I
By: Xxxxx X. Xxxxxx & Company Inc.
as Collateral Manager
By: /s/ Xxxxxxxx Xxxxxxx
-------------------------------------
Name: XXXXXXXX XXXXXXX
Title: Managing Director
Signature Page to Consent and Waiver
FLAGSHIP CLO II
By: Flagship Capital Management, Inc.
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Name: XXXX X. XXXXX
Title: Director
Signature Page to Consent and Waiver
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxx Xxxxxx Xxxxxx
-------------------------------------
Name: XXXX XXXXXX XXXXXX
Title: MANAGING DIRECTOR
Signature Page to Consent and Waiver
ENDURANCE CLO I, LTD.
By: /s/ Xxxx Xxxxxx Xxxxxx
-------------------------------------
Name: XXXX XXXXXX XXXXXX
Title: MANAGING DIRECTOR
Signature Page to Consent and Waiver
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC,
as Investment Manager
By: /s/ Xxxx Xxxxxx Xxxxxx
-------------------------------------
Name: XXXX XXXXXX XXXXXX
Title: MANAGING DIRECTOR
Signature Page to Consent and Waiver
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxx Xxxxxx Xxxxxx
-------------------------------------
Name: XXXX XXXXXX XXXXXX
Title: MANAGING DIRECTOR
Signature Page to Consent and Waiver
NEW YORK LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxxxxx
-------------------------------------
Name: XXXX X. XXXXXXXXXX
Title:
Signature Page to Consent and Waiver
NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION
By: New York Life Investment Management,
LLC its Investment Manager
By: /s/ Xxxx X. Xxxxxxxxxx
-------------------------------------
Name: XXXX X. XXXXXXXXXX
Title:
Signature Page to Consent and Waiver
SEQUILS-GLACE BAY, LTD.
By: Royal Bank of Canada as Collateral
Manager
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------
Name: XXXXXXX XXXXXX
Title: Authorized Signatory
Signature Page to Consent and Waiver
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill II - INGOTS,
Ltd., as Term Lender
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Signature Page to Consent and Waiver
Sankaty Advisors, LLC as Collateral
Manager for Castle Hill I - INGOTS,
Ltd., as Term Lender
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Signature Page to Consent and Waiver
HARBOUR TOWN FUNDING LLC
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: XXXXX X. XXXXX
Title: ASSISTANT VICE PRESIDENT
Signature Page to Consent and Waiver
Sankaty Advisors, LLC as Collateral
Manager for Race Point II CLO, Limited,
as Term Lender
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Signature Page to Consent and Waiver
Sankaty Advisors, LLC as Collateral
Manager for Race Point II CLO,
Limited, as Term Lender
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: XXXXX X. XXXXX
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Signature Page to Consent and Waiver
XXX XXXXXX SENIOR LOAN FUND
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxxxxx Xxxxxxxx
-------------------------------------
Name: XXXXXXXXX XXXXXXXX
Title: VICE PRESIDENT
Signature Page to Consent and Waiver
XXX XXXXXX SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: XXXXX XXXXXXX
Title: VICE PRESIDENT
Signature Page to Consent and Waiver
APEX (IDM) CDO I, LTD
By: Xxxxx X. Xxxxxx & Company Inc.
as Collateral Manager
By: /s/ Xxxxxxxx Xxxxxxx
-------------------------------------
Name: XXXXXXXX XXXXXXX
Title: MANAGING DIRECTOR
Signature Page to Consent and Waiver
