EXHIBIT 10.2
LIMITED WAIVER AND AMENDMENT NO. 1 AND AGREEMENT dated as of November 15,
2004 (this "Waiver & Amendment"), with respect to the Credit Agreement dated as
of January 25, 2002 (the "Credit Agreement"), among Coinmach Laundry Corporation
("Holdings"), Coinmach Corporation (the "Borrower"), the Subsidiary Guarantors
listed on the signature pages thereto or that otherwise became party to the
Credit Agreement by joinder, the lending institutions from time to time party
thereto (each, a "Bank" and, collectively, the "Banks"), Deutsche Bank Trust
Company Americas (f/k/a Bankers Trust Company), as Administrative Agent and
Collateral Agent, Deutsche Bank Securities Inc. (f/k/a Deutsche Banc Alex. Xxxxx
Inc.), as Lead Arranger and Book Manager, X.X. Xxxxxx Securities Inc. and
Wachovia Capital Markets, LLC (f/k/a First Union Securities, Inc.), as
Syndication Agents, and Credit Lyonnais New York Branch, as Documentation Agent.
A. Pursuant to the Credit Agreement, the Banks have agreed to extend
credit to the Borrower pursuant to the terms and conditions set forth therein.
B. The Credit Parties have indicated to the Administrative Agent and the
Banks that a newly formed affiliate of Holdings that will become the parent of
Holdings ("CSC") intends to enter into a series of transactions, along with
certain of the Credit Parties, whereby the following will occur: (i) CSC will
issue (x) between $250.0 million and $380.0 million in aggregate gross proceeds
of Income Deposit Securities ("IDS") that consist of an aggregate of a number of
shares to be determined of CSC class A common stock (gross proceeds equal to
approximately 55% of the aggregate gross proceeds of the IDS) and senior secured
notes due 2024 in an initial aggregate principal amount equal to approximately
45% of the aggregate gross proceeds of the IDS (the "IDS Debt") and (y) an
additional $20.0 million in aggregate principal amount senior secured notes due
2024 separate and apart from the IDS (such additional senior secured notes due
2024, the "Third Party Notes"); (ii) CSC will use a portion of the net proceeds
from the IDS offering to make an intercompany loan to the Borrower equal to not
less than 60% of the sum of (x) the aggregate principal amount of the IDS Debt
and (y) the aggregate principal amount of the Third Party Notes (such
intercompany loan amount to be in the aggregate between $79.5 million and $114.6
million depending on the size of the IDS offering) (the "Intercompany Loan");
(iii) CSC will use an amount equal to (x) the proceeds, net of the fees and
expenses referred to in clause (viii) below, from (a) the IDS offering plus (b)
the Third Party Notes offering, minus (y) the sum of (c) the aggregate principal
amount of the Intercompany Loan plus (d) any amount of net proceeds from the IDS
offering received as a result of the underwriters' exercise of their
overalottment option which shall be retained by Holdings to redeem a like amount
of its preferred equity interests, to make a capital contribution to Holdings,
and Holdings will, in turn, make a capital contribution in the same amount to
the Borrower (between $ 165.3 million and $252.4 million depending on the size
of the IDS offering) (the "Capital Contribution"); (iv) the Borrower will use
between approximately $133.2 million, plus up to approximately $5.5 million
depending on the redemption date, and $171.7 million, plus up to approximately
$7.1 million depending on the redemption date, of the proceeds it receives from
the Capital Contribution to redeem between approximately 27.2% and 35% of the
Borrower's 9% Senior Notes due 2010 (the "Senior Notes") and to pay redemption
premium and accrued and unpaid interest on the Senior Notes; (v) the Borrower
will use between $14.6 million and $21.8 million, depending on
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the timing and size of the IDS offering, of the proceeds it receives from the
Intercompany Loan and the Capital Contribution to repay the full remaining
aggregate principal amount of Tranche A Term Loans ($15.5 million before
December 31, 2004 and $14.6 million on and after December 31, 2004 after giving
effect to a scheduled amortization payment) and to repay up to approximately
$6.3 million aggregate principal amount of Tranche B Term Loans (collectively,
the "Optional Prepayment"); (vi) the Borrower will use between approximately
$89.7 million and approximately $167.3 million, depending on the size and timing
of the IDS offering, of the proceeds it receives from the Intercompany Note and
the Capital Contribution plus up to approximately $9.5 million of cash on hand
to pay a dividend to Holdings to enable Holdings to redeem a like amount of its
outstanding preferred equity interests, (vii) the common stock of Appliance
Warehouse of America, Inc. will become owned by CSC, (viii) CSC will pay fees
and expenses related to the foregoing of between $25.2 million and $33.0
million, depending on the size of the IDS offering and (ix) Borrower may, at its
option use approximately $0.9 (as of September 30, 2004) million to terminate
existing interest rate swap agreements (the transactions described in clauses
(i) through (ix), collectively, the "IDS Financing"). The actual specific
amounts within the ranges described above will be based upon the actual size of
the IDS offering and determined in accordance with Section 25 of this Waiver &
Amendment.
C. The Credit Parties have requested that the Supermajority Banks of each
Tranche agree to waive the application of Sections 4.02(e) and (j) as they
relate to the IDS Financing and amend certain provisions of Section 4.02 of the
Credit Agreement. The Credit Parties have requested that the Supermajority Banks
and/or Required Banks agree to amend certain other provisions of the Credit
Agreement, in connection with and conditioned upon the closing of the IDS
Financing, in each case as set forth herein.
D. The Credit Parties have additionally requested that the Required Banks
agree to amend certain other provisions of the Credit Agreement, which
amendments would not be conditioned on the closing of the IDS Financing.
E. The Supermajority Banks and Required Banks, as the case may be, are
willing to so agree and to waive and/or amend, as the case may be, the Credit
Agreement pursuant to the terms and subject to the conditions set forth herein.
F. Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Credit Agreement, as amended by this Waiver &
Amendment.
In consideration of the premises and the agreements, provisions and
covenants contained herein, the parties hereto hereby agree, on the terms and
subject to the conditions set forth herein, as follows:
SECTION 1. Limited Waiver. (i) The Supermajority Banks holding Tranche B
Term Loans hereby waive the Borrower's obligation to make the Optional
Prepayment on a pro rata basis among the Term Loans and hereby agree that the
Optional Prepayment shall first be applied to repay in full the currently
outstanding amount of all Tranche A Term Loans and any remainder of the Optional
Prepayment shall be applied to the Tranche B Term Loans as otherwise provided in
Section 4.01(a); (ii) the Supermajority Banks of each Tranche hereby waive the
Borrower's obligation, pursuant to Section 4.02(e), to apply any proceeds from
the incurrence by the Borrower of the Intercompany Loan as a mandatory repayment
of principal of outstanding Term Loans; (iii) the Supermajority Banks of each
Tranche hereby waive the Bor-
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rower's obligation, pursuant to Section 4.02(j), to apply any net proceeds from
the Capital Contribution as a mandatory repayment of principal of outstanding
Term Loans; and (iv) the Supermajority Banks of each Tranche hereby waive any
Default or Event of Default arising from the failure of the Borrower to comply
with the requirements of Sections 4.01, 4.02(e) and 4.02(j) in respect of the
aspects of the IDS Financing described in clauses (i) through (iii) of this
Section 1.
SECTION 2. Amendments to Section 2.01(a) of the Credit Agreement. Section
2.01(a) of the Credit Agreement is hereby amended by deleting, in the sixth line
thereof, the phrase "(other than the Spinoff Guarantor)."
SECTION 3. Amendments to Section 4.02 of the Credit Agreement.
(i) Section 4.02(e) of the Credit Agreement is hereby amended by
deleting, in each of the second and third/fourth lines thereof, the phrase "the
Spinoff Guarantor,".
(ii) Section 4.02(f) of the Credit Agreement is hereby amended (for
the sole purpose of removing references to the "Release Payments," "Spinoff
Guarantor," "Spinoff Guarantor Release Event" and directly related provisions)
by deleting it in its entirety and replacing it with:
"In addition to any other mandatory repayments or commitment reductions
pursuant to this Section 4.02, on each date after the Effective Date upon which
the Borrower or any of its Subsidiaries receives proceeds from any sale of
assets (including capital stock and securities held thereby, but excluding (i)
sales or transfers of inventory or equipment in the ordinary course of business
(including, without limitation, sales or transfers of inventory or equipment to
Subsidiaries), (ii) the sale or other disposition of obsolete equipment or
inventory, (iii) the sale of overdue receivables or liquidation or sale of Cash
Equivalents in the ordinary course of business, (iv) sales of assets between the
Borrower and Subsidiary Guarantors and/or sales of assets between Subsidiary
Guarantors and (v) sales or transfers of assets up to an aggregate amount of
$1,000,000 in any fiscal year, in each case to the extent permitted by Section
9.02) an amount equal to 100% of the Net Sale Proceeds therefrom shall be
applied as a mandatory repayment of principal of outstanding Term Loans in
accordance with the requirements of Sections 4.02(k), (l) and (m); provided
that, in addition to the exceptions set forth above, so long as no Default or
Event of Default then exists, up to an aggregate of $15,000,000 of Net Sale
Proceeds in any fiscal year shall not be required to be so applied on the date
of receipt thereof to the extent that the Borrower has delivered a certificate
to the Administrative Agent within 15 days following such date stating that such
Net Sale Proceeds shall be reinvested or shall be committed to be reinvested in
the Business within 180 days following such date (and to the extent the asset
sold constituted Collateral, the assets in which such Net Sales Proceeds are
reinvested shall be pledged as Collateral pursuant to the appropriate Security
Documents); and provided, further, that if all or any portion of such Net Sale
Proceeds not required to be applied to the repayment of Term Loans pursuant to
the preceding proviso are either (a) not so used or committed to be so used
within 180 days after the date of receipt of such Net Sale Proceeds or (b) if
committed to be so used
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within 180 days after the date of receipt of such Net Sale Proceeds and not so
used within 270 days after the date of receipt of such Net Sale Proceeds, then,
in either such case, such remaining portion not used or committed to be used in
the case of the preceding clause (a) and not used in the case of the preceding
clause (b) shall be applied on the date which is 180 days after the date of
receipt of such Net Sale Proceeds in the case of clause (a) above or the date
occurring 270 days after the date of receipt of such Net Sale Proceeds in the
case of clause (b) above as a mandatory repayment of principal of outstanding
Term Loans in accordance with the requirements of Sections 4.02(k), (l) and
(m).".
(iii) Section 4.02(g) of the Credit Agreement is hereby amended by
deleting, in the second line thereof, the phrase "the Spinoff Guarantor,".
(iv) Section 4.02(j) of the Credit Agreement is hereby amended by
(A) deleting, in the third line thereof, the phrase "(other than any Release
Payments)" and (B) deleting clause (x) in the second parenthetical thereof and
replacing it in its entirety with "(x) Holdings to the extent such proceeds are
from a capital contribution from the sale or issuance of equity by any direct or
indirect parent of the Borrower to GTCR or".
SECTION 4. Amendments to Section 7.09 of the Credit Agreement. Section
7.09 of the Credit Agreement is hereby amended by deleting it in its entirety
and replacing it with:
"Parent, Holdings, the Borrower and each of their respective Subsidiaries
are members of an affiliated group of corporations filing consolidated returns
for federal income tax purposes, of which Parent is the "common parent" (within
the meaning of Section 1504 of the Code) of such group. Each of Parent,
Holdings, the Borrower and each of their respective Subsidiaries have timely
filed or caused to be timely filed, on the due dates thereof or within
applicable grace periods, with the appropriate taxing authority, all federal Tax
Returns and all material state or other Tax Returns required to be filed by
Parent, Holdings, the Borrower and/or any of their respective Subsidiaries and
each such Tax Return is complete and correct in all material respects. Each of
Parent, Holdings, the Borrower and each of their respective Subsidiaries have
paid all material Taxes due and payable by them other than those which are not
delinquent or which are contested in good faith and for which adequate reserves
have been established in accordance with GAAP. Except as disclosed in the
financial statements referred to in Section 7.05(a), there is no material
action, suit, proceeding, investigation, audit, or claim now pending or, to the
best knowledge of the Borrower, threatened by any authority regarding any Taxes
relating to Parent, Holdings, the Borrower or any of their respective
Subsidiaries. The charges, accruals and reserves on the books of Parent and its
Subsidiaries in respect of Taxes and other governmental charges are, in the
opinion of the Borrower, in material conformity with GAAP. As of the Effective
Date, none of Parent, Holdings, the Borrower or any of their respective
Subsidiaries has entered into an agreement or waiver or been requested to enter
into an agreement or waiver extending any statute of limitations relating to the
payment or collection of Taxes of Parent, Holdings, the Borrower or any of their
respective Subsidiaries, and the Borrower is not aware of any circumstances that
would cause the taxable years or other taxable periods of Parent, Holdings, the
Borrower or any of their respective Subsidiaries not to be subject to the
normally applicable statute of limitations."
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SECTION 5. Amendments to Section 7.11(b) of the Credit Agreement. Section
7.11(b) of the Credit Agreement is hereby amended by adding to the end of the
first sentence thereof, the phrase "other than the Second Priority Lien of the
IDS Collateral Agent in respect of the common stock of the Borrower.".
SECTION 6. Amendments to Section 9.01 of the Credit Agreement.
(i) Section 9.01(t) of the Credit Agreement is hereby amended by
deleting the word "and" at the end thereof.
(ii) Section 9.01(u) shall become Section 9.01(v) and is otherwise
hereby amended by deleting the phrase "(t)" therein and replacing it with the
phrase "(u)".
(iii) Section 9.01 is hereby amended by adding a new clause (u) that
shall read in its entirety:
"(u) Liens in favor of the IDS Collateral Agent representing a Second
Priority Lien on the common stock of the Borrower;".
(iv) The proviso at the end of Section 9.01 is hereby amended by
deleting the phrase "(u)" and replacing it with the phrase "(v)" in the first
line thereof and by deleting the phrase "(other than the Liens described in
clauses (e) and (l) of this Section 9.01)" and replacing it with "(other than
the Liens described in clauses (e), (l) and (u) of this Section 9.01)".
SECTION 7. Amendments to Section 9.02 of the Credit Agreement.
(i) Section 9.02(g) of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with:
"the Borrower or any Subsidiary of the Borrower may transfer assets to (i)
the Borrower or any other Subsidiary Guarantor so long as (x) the transferee is
a Credit Party and (y) the security interests granted to the Collateral Agent
for the benefit of the Secured Creditors pursuant to the Security Documents in
the assets so transferred shall remain in full force and effect and perfected
(to at least the same extent as in effect immediately prior to such transfer)
and (ii) the Foreign Subsidiaries in an amount, together with the amount
permitted in accordance with Section 9.05(g)(iii), not to exceed $2,500,000 in
the aggregate;"
(ii) Section 9.02(h) of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with "[Reserved].".
(iii) Section 9.02(k) of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with:
"the Borrower or any of its Wholly Owned Subsidiaries may
consummate a Permitted Acquisition;".
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(iv) Section 9.02(m) of the Credit Agreement is hereby amended by
deleting, in clause (i) of the second proviso thereto, the phrase "(other than
the Spinoff Guarantor)".
(v) Section 9.02(p) of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with "[Reserved]."
SECTION 8. Amendments to Section 9.03 of the Credit Agreement.
(i) Section 9.03(b) of the Credit Agreement is hereby amended by
adding at the end thereof: "provided, further, the amount of Dividends declared
and paid in any four consecutive quarter period pursuant to this clause (b)
shall not exceed $10.0 million;".
(ii) Section 9.03(c) of the Credit Agreement is hereby amended (for
the sole purposes of deleting all references to the Spinoff Guarantor and to
allow Parent to make tax payments) by deleting it in its entirety and replacing
it with:
"the Borrower or any Subsidiary of the Borrower may make payments to
Holdings so that Holdings may make payments to Parent in an amount not in excess
of the federal and state (in such states that permit consolidated or combined
tax returns) income tax liability that the Borrower or the Borrower's
Subsidiaries would have been liable for if Parent, Holdings, the Borrower and
its Subsidiaries had filed their taxes on a stand-alone basis; provided that
such payments shall be made to Holdings no earlier than five days prior to the
date on which Parent is required to make its payments to the Internal Revenue
Service or the applicable taxing authority, as applicable;".
(iii) Section 9.03(d) of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with:
"if no Default or Event of Default shall have occurred and be continuing,
the Borrower may declare and pay Dividends to Holdings so that Holdings may
declare and pay dividends or make distributions to Parent so that Parent may
repurchase Parent Common Stock (or rights to acquire Parent Common Stock) from
members of Holdings', Parent's or the Borrower's management in connection with
certain executive employment agreements in an aggregate amount not to exceed
$1,000,000 in any fiscal year; provided that any amounts not used in any fiscal
year can be carried forward and used in the immediately succeeding fiscal
year;".
(iv) Section 9.03(e) of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with:
"if no Default or Event of Default shall have occurred and be continuing,
the Borrower may declare and pay Dividends to Holdings so that Holdings may
declare and pay dividends or make distributions to Parent so that Parent may pay
reasonable tax, legal and accounting fees and other support services provided to
or for the benefit of the Borrower and/or any of its Subsidiaries and to pay
Holdings' and Parent's operating and administrative expenses, in an aggregate
amount not to exceed $2,000,000 in any fiscal year;".
6
(v) Section 9.03(f) of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with:
"the Borrower may declare and pay Dividends to Holdings so that Holdings
may declare and pay dividends and distributions to Parent (i) in connection with
any payment obligations (including administration costs and expenses) under
Parent's stock or other equity participation purchase program or similar equity
based benefits plans offered to employees of Parent and/or Subsidiaries of
Parent, including, without limitation, any employee stock option plan or options
to purchase Parent Common Stock, in an aggregate amount not to exceed $1,000,000
in any fiscal year or (ii) so that Parent may make loans and advances to
employees of Parent and its Subsidiaries in the ordinary course of business and
consistent with past practice, in an aggregate principal amount which, when
taken together with the aggregate principal amount of loans and advances
(exclusive of loans and advances for moving and travel expenses or relocation
expenses incurred in connection with a permitted acquisition) made by the
Borrower and its Subsidiaries after the Effective Date in accordance with
Section 9.05(e) do not exceed $1,500,000 at any one time outstanding;".
(vi) Section 9.03(g) of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing with:
"(x) if no Event of Default shall have occurred and be continuing, any IDS
Distribution and (y) if no Default or Event of Default shall have occurred and
be continuing, Dividends to Holdings in respect of Section 9.06(g), shall be
permitted;".
(vii) Section 9.03(h) of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with:
"(h) the Permitted IDS Dividend shall be permitted;".
SECTION 9. Amendments to Section 9.04 of the Credit Agreement. Section
9.04 of the Credit Agreement is hereby amended by deleting the word "and" at the
end of clause (l) thereof, deleting the period at the end of clause (m) thereof
and replacing it with the phrase "; and" and adding a new clause (n) which shall
read in its entirety:
"(n) Indebtedness incurred pursuant to the IDS Intercompany Note."
SECTION 10. Amendments to Section 9.05 of the Credit Agreement.
(i) Section 9.05 (e) of the Credit Agreement is hereby amended
deleting the words "Holdings" and "Borrower" in each instance where they appear
therein and replacing such words, in each case, with the word "Parent".
(ii) Section 9.05(g) of the Credit Agreement is hereby amended by
deleting clauses (iv) and (v) thereof in their entirety.
7
(iii) Section 9.05(j) of the Credit Agreement is hereby amended by
deleting the phrase "(other than the Spinoff Guarantor)" at the end thereof.
(iv) Sections 9.05(k) and (l) of the Credit Agreement are hereby
amended by deleting each of them in their entirety and replacing each of them
with "[Reserved];".
(v) Section 9.05(m) of the Credit Agreement is hereby amended by
deleting, in the first line thereof, the phrase "(other than the Spinoff
Guarantor)".
(vi) Section 9.05 (n) of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with: "the Borrower may invest in
or redeem up to (x) $157.5 million aggregate principal amount of the Senior
Notes upon consummation of and in connection with the IDS Transactions and (y)
$30,000,000 plus that portion of the Retained Amount since the date hereof not
paid as a Dividend pursuant to Section 9.03(b) and otherwise permitted pursuant
to Section 9.11 of Senior Notes from time to time."
SECTION 11. Amendments to Section 9.06 of the Credit Agreement.
(i) Section 9.06(c) of the Credit Agreement is hereby amended by
inserting the phrase "and Parent" at the end thereof.
(ii) Section 9.06(d) of the Credit Agreement is hereby amended by
deleting the word "Holdings" and inserting the word "Parent" in its place.
(iii) Section 9.06(f) of the Credit Agreement is hereby amended by
deleting the word "Holdings" and inserting the word "Parent" in its place and by
deleting the word "and" at the end thereof.
(iv) Section 9.06(g) of the Credit Agreement is hereby amended by
deleting the word "Holdings" and inserting the word "Parent" in its place and by
deleting the period at the end thereof and replacing it with the phrase "; and".
(v) Section 9.06 of the Credit Agreement is hereby amended by adding
thereto a new clause (h) which shall read in its entirety:
"(h) Holdings and its Subsidiaries may enter into the IDS
Transactions.".
(vi) Section 9.06 of the Credit Agreement is hereby amended by
deleting the last two words thereof and replacing them with "GTCR".
SECTION 12. Amendments to Section 9.07(c) of the Credit Agreement. Section
9.07(c) of the Credit Agreement is hereby amended by deleting it in its entirety
and replacing it with "[Reserved]."
SECTION 13. Amendments to Section 9.09 of the Credit Agreement. Section
9.09 of the Credit Agreement is hereby amended by deleting the second proviso
thereof in its entirety.
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SECTION 14. Amendments to Section 9.11 of the Credit Agreement.
(i) Section 9.11(a) of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with the following:
"make (or give any notice in respect of) any voluntary or optional
payment or prepayment on or redemption or acquisition for value of (including,
without limitation, by way of depositing with the trustee with respect thereto
or any other Person money or securities before due for the purpose of paying
when due) Senior Notes other than (x) an amount up to $171.7 million (including
redemption premium) plus up to $7.1 million of accrued and unpaid interest
thereon upon consummation of and in connection with the IDS Transactions and (y)
as long as no Default or Event of Default exists, an amount up to $30,000,000
plus that portion of the Retained Amount from the date hereof not paid as a
Dividend pursuant to Section 9.03(b);"
(ii) Section 9.11(b) of the Credit Agreement is hereby amended by
inserting the words "or the IDS Intercompany Note" before the phrase "; and"
therein.
SECTION 15. Amendment to Section 9.16 of the Credit Agreement. Section
9.16 of the Credit Agreement is hereby amended by inserting the phrase "Parent,"
between the words "than" and "Holdings" on the third line thereof.
SECTION 16. Amendment to Section 10.04 of the Credit Agreement. Section
10.04 of the Credit Agreement is hereby amended by deleting it in its entirety
and replacing it with:
"(i) Parent or any of its Subsidiaries shall default in any payment of
any Indebtedness (other than the Obligations) beyond the period of grace, if
any, provided in the instrument or agreement under which such Indebtedness was
created or (ii) Parent or any of its Subsidiaries shall default in the
observance or performance of any covenant relating to any Indebtedness (other
than the Obligations) or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event shall occur or condition exist,
the effect of which default or other event or condition is to cause, or in the
case of the Borrower and its Subsidiaries permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause (determined without regard to whether any notice is required), any such
Indebtedness to become due prior to its stated maturity, or (iii) any
Indebtedness (other than the Obligations) of Holdings or its Subsidiaries shall
be declared to be due and payable, or required to be prepaid other than by
regularly scheduled required payments, prior to the stated maturity thereof,
provided that (x) it shall not be a Default or Event of Default under this
Section 10.04 unless the aggregate principal amount of all Indebtedness as
described in the preceding clauses (i) through (iii), inclusive, is at least
$2,500,000; or"
SECTION 17. Amendments to Section 11 of the Credit Agreement.
(i) Section 11 of the Credit Agreement is hereby amended by deleting
the following terms in their entirety: "Additional Spinoff Guarantor Note,"
"Appliance Warehouse Assets," "Appliance Warehouse Investment," "Appliance
Warehouse Note," "Initial Appliance Warehouse
9
Investment," "Permitted Distribution," "Permitted Tax Distribution," "Release
Payment," "Spinoff Guarantor," "Spinoff Guarantor Note" and "Spinoff Guarantor
Release Event."
(ii) The definition of "Applicable Base Rate Margin" is hereby amended
by adding to the end thereof, the following:
"provided further, that in the case of clauses (i) (before giving
effect to the first proviso hereof when the Pro Forma Leverage Ratio is less
than 4.0:1.0) and (ii) hereof, the Applicable Base Rate Margin will be adjusted
to 2.00% on each day where the Loans are not rated at least B1 or better by
Xxxxx'x Investors Service, Inc. and B+ or better by Standard & Poor's Rating
Services."
(iii) The definition of "Applicable Eurodollar Margin" is hereby
amended by adding to the end thereof, the following:
"provided further, that in the case of clauses (i) (before giving
effect to the first proviso hereof when the Pro Forma Leverage Ratio is less
than 4.0:1.0) and (ii) hereof, the Applicable Eurodollar Margin will be adjusted
to 3.00% on each day where the Loans are not rated at least B1 or better by
Xxxxx'x Investors Service, Inc. and B+ or better by Standard & Poor's Rating
Services."
(iv) The definition of "Capital Expenditure" is hereby amended by
deleting the period at the end thereof and inserting "; provided that, for the
purposes of Section 9.07 and the definitions of "Consolidated Fixed Charge
Coverage Ratio" and "Excess Cash Flow," Capital Expenditures will not include,
to the extent used before June 30, 2006 to make Capital Expenditures in respect
of the management and information systems of the Borrower and its Subsidiaries
or in property, plant and equipment used in the ordinary business of Appliance
Warehouse of America, Inc., the lesser of (x) $15.0 million and (y) the amount
by which cash on hand exceeds $25.0 million upon consummation of and after
giving effect to the IDS Transactions."
(v) The definition of "Consolidated EBIT" is hereby amended by:
(a) inserting the phrase "IDS" before the word "Transactions" in clause
(v) therein; and
(b) deleting the phrase "and" of the ninth line of such definition and
inserting a new clause (vii) that shall read in its entirety "(vii) up to
$1,000,000 of legal, tax and accounting costs and expenses and other
administrative or operating costs and expenses of Parent or Holdings or relating
to Parent's or Holdings' ownership of the Borrower, in each case, to the extent
deducted in the calculation of Consolidated Net Income.".
(vi) The definition of "Consolidated Fixed Charges" is hereby amended
by deleting the word "and" before "(iv)," inserting a comma in its place,
deleting the period at the end thereof and inserting "and (v) IDS Distributions
for such period to the extent made".
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(vii) The definition of "Excess Cash Flow" is hereby amended by
deleting the period at the end thereof and adding "minus, the amount of any IDS
Distribution for such period (to the extent paid).".
(viii) The definition of "L/C Supportable Indebtedness" is hereby
amended by deleting, in each of the second/third and fifth/sixth lines, the
phrase "(subsequent to the Permitted Distribution, other than the Spinoff
Guarantor)".
(ix) The definition of "Net Sale Proceeds" is hereby amended by
deleting the phrase "Holdings consolidated group" on the 13th line thereof and
replacing it with "Parent's consolidated group".
(x) The definition of "Permitted Acquisition" is hereby amended by:
(a) deleting the phrase "equity interests of Holdings" on the
last line of clause (B) thereof and replacing it with "equity interests
of Parent",
(b) deleting clause (D)(v) thereof in its entirety and
replacing it with "in the case of Parent's common stock issued as
consideration to the seller in connection with a Permitted Acquisition,
a description of the Parent common stock to be issued in connection
with the consummation of such Permitted Acquisition and the estimated
fair market value (as determined in good faith by the Board of
Directors of Parent or Holdings, as the case may be) thereof;", and
(c) inserting the word "and" at the end of clause (D),
deleting the phrase "; and" at the end of clause (E) and inserting a
period in its place and deleting clause (F) in its entirety.
(xi) The definition of "Subsidiary" is hereby amended by deleting in
its entirety the proviso thereto.
(xii) The definition of "Tax Sharing Agreement" is hereby amended by
deleting the word "Holdings" wherever it appears therein and replacing it, in
each case with the word "Parent".
(xiii) Section 11 of the Credit Agreement is hereby amended by adding
the following defined terms thereto in alphabetical order:
(a) "IDS" shall mean the income deposit securities issued by
Parent composed of one share of Parent class A common stock and an IDS Note in
an initial principal amount as described in the final prospectus covering the
IDS as filed with the Securities and Exchange Commission.
(b) "IDS Collateral Agent" shall mean the collateral agent
under the indenture governing the IDS Notes.
11
(c) "IDS Distribution" shall mean a Required IDS Distribution
or an Optional IDS Distribution.
(d) "IDS Intercompany Note" shall mean a note of the Borrower
due 2024 issued to Parent in an aggregate principal amount not to exceed $114.6
million.
(e) "IDS Notes" shall mean the up to approximately $191.0
million aggregate principal amount of Parent's senior secured notes due 2024,
whether issued as part of an IDS, or separately to third parties.
(f) "IDS Transactions" shall mean, collectively, (i) the
issuance of the IDS and the Third Party Notes by Parent, (ii) the incurrence of
the Indebtedness pursuant to the IDS Intercompany Note and the receipt by
Borrower of proceeds therefrom and (iii) a capital contribution by Holdings in
the Borrower with proceeds from the issuance of the IDS and the Third Party
Notes.
(g) "Intercreditor Agreement" shall mean an Intercreditor
Agreement among the Collateral Agent, the IDS Collateral Agent and Holdings in
form and substance reasonably satisfactory to the Administrative Agent and the
Collateral Agent.
(h) "Optional IDS Distribution" shall mean dividends that are
permitted to be paid on Parent Common Stock under the indenture governing the
IDS Notes as in effect on the date the first date IDS Notes were issued.
(i) "Parent" shall mean Coinmach Service Corp., a Delaware
corporation.
(j) "Parent Common Stock" shall mean Parent's class A common
stock and/or Parent's class B common stock.
(k) "Permitted IDS Dividend" shall mean a Dividend from the
Borrower to Holdings of up to $175.9 million made in connection with the IDS
Transactions and funded out of the proceeds of a capital contribution by
Holdings to the Borrower, the IDS Intercompany Note and up to $9.5 million of
cash on hand.
(l) "Required IDS Distribution" shall mean, in any fiscal
quarter, interest payments in respect of the IDS Notes not to exceed the
aggregate amount of interest required to be paid to holders of IDS Notes (either
as part of an IDS or separately) in such fiscal quarter pursuant to the terms of
the indenture governing the IDS Notes as in effect on the date the original IDS
Notes were issued minus the aggregate amount of interest required to be paid to
Parent pursuant to the IDS Intercompany Note as in effect on the date the
original IDS Notes were issued.
(m) "Second Priority Lien" shall mean a perfected Lien prior
to all Liens other than Liens granted pursuant to this Agreement and the other
Credit Documents and otherwise in accordance with the priorities terms of the
Intercreditor Agreement.
12
SECTION 18. Amendments to Section 13.07(a) of the Credit Agreement.
Section 13.07(a) of the Credit Agreement is hereby amended by deleting the
second proviso thereof in its entirety.
SECTION 19. Amendments to Section 13.16 of the Credit Agreement.
(i) Section 13.16(a) of the Credit Agreement is hereby amended by
deleting the phrase "any information with respect to Holdings or any of its
Subsidiaries" on the eighth line thereof and replacing it with the phrase "any
information with respect to Parent or any of its Subsidiaries".
(ii) Section 13.16(b) of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with:
"(b) Each of Holdings and the Borrower hereby acknowledge and agrees
that each Bank may share with any of its affiliates any information related to
Parent or any of its Subsidiaries (including, without limitation, any nonpublic
customer information regarding the creditworthiness of Parent and its
Subsidiaries, provided such Persons shall be subject to the provisions of this
Section 13.16 to the same extent as such Bank.
SECTION 20. Amendment to Exhibit M to the Credit Agreement. Exhibit M
shall be deleted in its entirety and replaced with the Form of Intercreditor
Agreement that shall be reasonably acceptable to the Administrative Agent and
the Collateral Agent.
SECTION 21. Amendment to Section 9.08. Section 9.08 of the Credit
Agreement is hereby amended by deleting it in its entirety and replacing it
with:
"The Borrower and its Subsidiaries will not permit the Pro Forma
Leverage Ratio for any Test Period (taken as one accounting period) ending on
the last day of any fiscal quarter described below to be greater than the ratio
set forth opposite such fiscal quarter below:
Fiscal Quarter Ended Ratio
-------------------- -----
March 31, 2002 5.00 to 1.00
June 30, 2002 5.00 to 1.00
September 30, 2002 5.00 to 1.00
December 31, 2002 4.90 to 1.00
March 31, 2003 4.80 to 1.00
June 30, 2003 4.80 to 1.00
September 30, 2003 4.80 to 1.00
December 31, 2003 4.80 to 1.00
March 31, 2004 4.60 to 1.00
June 30, 2004 4.60 to 1.00
September 30, 2004 4.60 to 1.00
December 31, 2004 4.60 to 1.00
March 31, 2005 4.60 to 1.00
June 30, 2005 4.60 to 1.00
13
Fiscal Quarter Ended Ratio
-------------------- -----
September 30, 2005 4.60 to 1.00
December 31, 2005 4.60 to 1.00
March 31, 2006 4.20 to 1.00
June 30, 2006 4.20 to 1.00
September 30, 2006 4.20 to 1.00
December 31, 2006 4.20 to 1.00
March 31, 2007 4.00 to 1.00
June 30, 2007 4.00 to 1.00
September 30, 2007 4.00 to 1.00
December 31, 2007 4.00 to 1.00
March 31, 2008 4.00 to 1.00
June 30, 2008 and each fiscal
quarter thereafter 4.00 to 1.00".
SECTION 22. Amendment to Section 9.09. Section 9.09 of the Credit
Agreement is hereby amended by deleting it in its entirety and replacing it
with:
"The Borrower and its Subsidiaries will not permit Consolidated EBITDA
for any Test Period, in each case taken as one accounting period, ended on the
last day of a fiscal quarter of the Borrower described below to be less than the
amount set forth opposite such fiscal quarter below; provided, however, that for
purposes of this Section 9.09, Consolidated EBITDA for any Test Period may give
pro forma effect to a Permitted Acquisition (or other acquisition or transaction
with respect to which the requisite consents of the Banks have been obtained) as
if such Permitted Acquisition (or acquisition or other transaction) had occurred
on the first day of such Test Period; provided, further, that subsequent to the
Spinoff Guarantor Release Event, the amount listed below for each Test Period
shall be reduced by an amount equal to the Spinoff Guarantor's EBITDA for the
Test Period immediately preceding the Spinoff Guarantor Release Event and
subtracting from the Borrower and its Subsidiaries' Consolidated EBITDA for such
Test Period the amount attributable to the Spinoff Guarantor's EBITDA for such
Test Period:
Amount
Fiscal Quarter Ended (in millions)
-------------------- -------------
March 31, 2002 $145.0
June 30, 2002 145.0
September 30, 2002 145.0
December 31, 2002 145.0
March 31, 2003 150.0
June 30, 2003 150.0
September 30, 2003 150.0
December 31, 2003 150.0
March 31, 2004 150.0
June 30, 2004 155.0
14
Amount
Fiscal Quarter Ended (in millions)
-------------------- -------------
September 30, 2004 155.0
December 31, 2004 155.0
March 31, 2005 155.0
June 30, 2005 155.0
September 30, 2005 155.0
December 31, 2005 155.0
March 31, 2006 155.0
June 30, 2006 160.0
September 30, 2006 160.0
December 31, 2006 160.0
March 31, 2007 160.0
June 30, 2007 160.0
September 30, 2007 160.0
December 31, 2007 160.0
March 31, 2008 160.0
June 30, 2008 and each fiscal quarter
thereafter 165.0".
For the avoidance of doubt, Section 9.09 of the Credit
Agreement shall be amended as provided in this Section 22 upon the Initial
Amendment Effective Date and Section 9.09 of the Credit Agreement shall be
further amended as provided in Section 13 hereof upon the IDS Waiver & Amendment
Effective Date.
SECTION 23. Conditions Precedent. (a) The effectiveness of Sections 1
through 20 of this Waiver & Amendment (the "IDS Waiver & Amendment Effective
Date") is subject to the satisfaction of the following conditions:
1. On or before the IDS Waiver & Amendment Effective Date this
Waiver & Amendment shall have been executed and delivered by the
Supermajority Banks of each Tranche and each Credit Party.
2. On or before the IDS Waiver & Amendment Effective Date, the
Waiver & Amendment Fee and all costs, fees and expenses required to be,
and not previously, paid or reimbursed by the Borrower pursuant hereto
or to the Credit Agreement or otherwise, including all invoiced fees
and expenses of counsel to the Administrative Agent shall have been
paid or reimbursed, as applicable.
3. On the IDS Waiver & Amendment Effective Date, the
Administrative Agent shall have received from Mayer, Brown, Xxxx & Maw,
LLP, special counsel to Holdings, the Borrower and the Subsidiary
Guarantors, an opinion addressed to the Administrative Agent, the
Collateral Agent and each of the Banks and dated the IDS Waiver
15
& Amendment Effective Date in form and substance reasonably acceptable
to the Administrative Agent.
4. The following transactions shall have been consummated, in
each case on terms and conditions reasonably satisfactory to the
Administrative Agent:
(i) The IDS Financing with CSC having issued IDSs and
Third Party Notes resulting in gross proceeds of up to $400.0
million and not less than $270.0 million;
(ii) The Intercreditor Agreement shall have been
executed and delivered by each party thereto;
(iii) Amendment No. 1 to the Holdings Pledge
Agreement shall have been executed and delivered by each party
thereto in form and substance reasonably satisfactory to the
Administrative Agent and the Collateral Agent;
(iv) The Appliance Warehouse Note shall have been
amended and restated in the form of an Intercompany Note under
the Credit Agreement; and
(v) At least $122.2 million in aggregate principal
amount of the Senior Notes shall have been properly called for
redemption and such amount shall have been placed on deposit
as required under the Indenture governing the Senior Notes.
5. On the IDS Waiver & Amendment Effective Date, the
Administrative Agent shall have received a certificate dated such date and
signed by an appropriate officer of the Borrower, stating that the applicable
conditions set forth in this Section 23(a) exist as of such date and confirming
compliance with the conditions precedent set forth in Section 6.01 of the Credit
Agreement.
6. The Administrative Agent shall have received written notice
of the Optional Prepayment in accordance with Section 4.01 (a) after giving
effect to the waiver in Section 1 of this Waiver & Amendment.
(b) The effectiveness of all provisions of this Waiver & Amendment
other than Sections 1 through 20 (the "Initial Amendment Effective Date") are
subject to the satisfaction of the following conditions:
(1) On or before the Initial Amendment Effective Date, this Waiver &
Amendment shall have been executed and delivered by the Required Banks and each
Credit Party.
(2) On or before the Initial Amendment Effective Date, the Initial
Amendment Fee and all costs, fees and expenses required to be paid or reimbursed
by the Borrower pursuant hereto or to the Credit Agreement or otherwise,
including all invoiced fees and expenses of counsel to the Administrative Agent
shall have been paid or reimbursed, as applicable.
16
(3) On the Initial Amendment Effective Date, the Administrative Agent
shall have received a certificate dated such date and signed by an appropriate
officer of the Borrower, stating that the applicable conditions set forth in
this Section 23(b) exist as of such date and confirming compliance with the
conditions precedent set forth in Section 6.01 of the Credit Agreement.
SECTION 24. Representations and Warranties. Each of the Credit Parties
represent and warrant to the Administrative Agent and each of the Banks
that:
(a) This Waiver & Amendment has been duly authorized, executed
and delivered by it and constitutes a legal, valid and binding
obligation of such Credit Party, enforceable against such Credit Party
in accordance with its terms except to the extent that the
enforceability thereof may be limited by (a) bankruptcy, insolvency,
fraudulent conveyance, preferential transfer, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
or affecting creditors' rights and remedies generally, (b) general
principles of equity (whether such enforceability is considered in a
proceeding in equity or at law), and by the discretion of the court
before which any proceeding therefor may be brought, or (c) public
policy considerations or court administrative, regulatory or other
governmental decisions that may limit rights to indemnification or
contribution or limit or affect any covenants or agreements relating to
competition or future employment.
(b) After giving effect to this Waiver & Amendment, the
representations and warranties set forth in Section 7 of the Credit
Agreement are true and correct in all material respects (it being
understood and agreed that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and
correct in all material respects as of a specified date).
(c) After giving effect to the IDS Financing and this Waiver &
Amendment, no Default or Event of Default has occurred or is
continuing.
(d) The sources and uses of proceeds related to the IDS
Financing shall be in the form and in such amounts as provided in
Section 25 hereof.
SECTION 25. Sources and Uses of Proceeds.
(a) The sources of proceeds relating to the IDS Financing shall be as
follows:
(i) The Intercompany Loan shall be an amount between $79.5
million and $114.6 million, and in any event equal to 60% of the sum of
(x) the aggregate principal amount of IDS Bonds plus (y) $20.0 million;
(ii) The Capital Contribution shall be an amount between
$165.3 million and $252.4 million, and in any event equal to (x) the
aggregate proceeds of the IDS and the Third Party Note, net of fees and
expenses related thereto, minus (y) the principal amount of the
Intercompany Loan; and
(iii) Up to $9.5 million of cash on hand.
17
(b) The uses of the proceeds from the Intercompany Loan, the Capital
Contribution and the cash on hand shall be as follows:
(i) First, (w) to redeem approximately $122.2 million in
aggregate principal amount of Senior Notes and to pay an approximately
$11.0 million premium in connection with such redemption and to pay up
to approximately $5.5 million in accrued and unpaid interest on the
Senior Notes to be redeemed, (x) to prepay the full remaining aggregate
principal amount of Tranche A Term Loans upon consummation of the IDS
offering ($15.5 million if prior to December 31, 2004 and $14.6 million
on or after December 31, 2004 after giving effect to a scheduled
amortization payment), (y) to pay up to $0.9 million in breakage costs
to terminate existing interest swap agreements and (z) to pay a
dividend to Holdings of up to $94.3 million (plus up to $5.5 million
not used to pay accrued and unpaid interest on the Senior Notes to be
redeemed and up to $0.9 million not used to pay breakage costs to
terminate existing interest swap agreements) to enable Holdings to
redeem certain of its outstanding preferred equity interests;
(ii) Second, to (x) redeem up to an additional $7.6 million in
aggregate principal amount of Senior Notes and to pay an additional
approximately $0.7 million premium in connection with such redemption
and to pay up to approximately $0.3 million in accrued and unpaid
interest on such Senior Notes to be redeemed and/or (y) pay an
additional dividend to Holdings of up to approximately $19.4 million
(plus up to $0.3 million not used to pay accrued and unpaid interest on
the Senior Notes to be redeemed) to enable Holdings to redeem certain
additional amounts of its outstanding preferred equity interests;
provided that if the total proceeds from the Intercompany Loan, Capital
Contribution and cash on hand are $311.7 million or less, then Borrower
shall have the option to use the entire amount provided for in this
clause (ii) to redeem additional Senior Notes and to pay related
premium and accrued and unpaid interest in connection therewith;
(iii) Third, to pay an additional dividend to Holdings of up
to approximately $38.8 million to enable Holdings to redeem certain
additional amounts of its outstanding preferred equity interests;
(iv) Fourth, to (x) pay an additional dividend to Holdings of
up to approximately $26.2 million (plus up to $0.9 million to the
extent the aggregate principal amount of Tranche A Term Loans
outstanding upon the consummation of the IDS offering is $14.6 million)
to enable Holdings to redeem certain additional of its outstanding
preferred equity interests and (y) make an optional repayment of
Tranche B Term Loans of up to approximately $6.3 million; provided that
proceeds used pursuant to this clause (iv) shall be applied across
subclauses (x) and (y) in a ratio not exceeding 4.0:1.0; provided
further that the actual amount of Trance B Term Loan prepayment may be
adjusted pursuant to the applicable minimum repayment and integral
repayment amount provisions of Section 4 of the Credit Agreement; and
(v) Fifth, redeem up to an additional approximately $27.7
million in aggregate principal amount of Senior Notes and to pay an
additional approximately $2.5 million premium in connection with such
redemption and to pay up to approximately $1.3 million
18
in accrued and unpaid interest on such Senior Notes to be redeemed;
provided that the aggregate principal amount of all Senior Notes
redeemed under clauses (b)(i), (ii) and (v) of this Section shall not
exceed $157.5 million.
Notwithstanding anything to the contrary, Section 25(b) does not
require a specific temporal sequence of the application of proceeds.
Notwithstanding anything to the contrary, to the extent the underwriters for the
IDS offering exercise their overallotment option, Holdings shall be entitled
retain the net proceeds obtained therefrom and use such net proceeds to redeem a
like amount of its outstanding preferred equity interests and the sources of
proceeds in Section 25(a) and the uses of proceeds in Sections 25(b)(iii) and
(iv)(x) shall be deemed to include such net proceeds.
SECTION 26. Waiver & Amendment Fees. (a) In consideration of the
agreements of the Supermajority Banks of each Tranche and/or the Required Banks,
as the case may be, contained in Sections 1 though 20 of this Waiver &
Amendment, the Borrower agrees to pay to the Administrative Agent, for the
account of each Bank that delivers an executed counterpart of this Waiver &
Amendment prior to 6:30 pm, New York City time, on November 15, 2004, a
waiver and amendment fee ( the "Waiver & Amendment Fee") equal to 12.5 basis
points on the aggregate amount of the Commitments and outstanding Term Loans of
such Bank immediately before giving effect to the Optional Prepayment.
(b) In consideration of the agreements of the Required Banks contained
in Sections 21 and 22 of this Waiver & Amendment, the Borrower agrees to pay to
the Administrative Agent, for the account of each Bank that delivers an executed
counterpart of this Waiver & Amendment prior to 6:30 pm, New York City time,
on November 15, 2004, an amendment fee (the "Initial Amendment Fee") equal to
12.5 basis points on the aggregate amount of the Commitments and outstanding
Term Loans of such Bank immediately before the Initial Amendment Effective Date.
The Waiver & Amendment Fee and the Initial Amendment Fee are separate fees. The
Initial Amendment Fee is not conditioned on the consummation of the IDS
Financing and will not be credited towards any Waiver & Amendment Fee. Once
paid, all fees are non-refundable.
SECTION 27. Credit Agreement. Except as specifically provided hereby,
the Credit Agreement shall continue in full force and effect in accordance with
the provisions thereof as in existence on the date hereof. After the date
hereof, any reference to the Credit Agreement in any Credit Document shall mean
the Credit Agreement as modified hereby. This Waiver & Amendment shall be a
Credit Document for all purposes.
SECTION 28. Applicable Law. This Waiver & Amendment shall be governed
by, and be construed in accordance with, the laws of the State of New York.
SECTION 29. Counterparts. This Waiver & Amendment may be executed in
two or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute one contract. Delivery of an executed
signature page of this Waiver & Amendment by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.
19
SECTION 30. Expenses. The Borrower agrees to reimburse the
Administrative Agent for its out-of-pocket expenses incurred by it in connection
with this Waiver & Amendment, including the fees, charges and disbursements of
Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent.
SECTION 31. Headings. The Section headings used herein are for
convenience of reference only, are not part of this Waiver & Amendment and are
not to affect the construction of, or to be taken into consideration in
interpreting, this Waiver & Amendment.
20
IN WITNESS WHEREOF, the parties hereto have caused this Waiver &
Amendment to be duly executed by their respective authorized officers as of the
day and year first written above.
COINMACH LAUNDRY CORPORATION
By:
------------------------------------
Name:
Title:
1
COINMACH CORPORATION
By:
------------------------------------
Name:
Title:
2
SUPER LAUNDRY EQUIPMENT CORP.
GRAND WASH & DRY LAUNDERETTE, INC.
APPLIANCE WAREHOUSE OF AMERICA, INC.
AMERICAN LAUNDRY CORP.
By:
------------------------------------
Name:
Title:
3
DEUTSCHE BANK TRUST COMPANY AMERICAS
As Administrative Agent
By:
-------------------------------------------------
Name:
Title:
4
--------------------------------------
(Name of Institution)
By:
-----------------------------------
Title:
--------------------------------
1
--------------------------------------
(Name of Institution)
By:
-----------------------------------
Title:
--------------------------------
By:
-----------------------------------
Title:
--------------------------------
1
