THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 17, 2004 Between CONSTELLATION BRANDS, INC., The SUBSIDIARY GUARANTORS Party Hereto, The LENDERS Party Hereto JPMORGAN CHASE BANK, as Administrative Agent and as London Agent as Sole and...
EXHIBIT 4.26
EXECUTION COPY
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
dated as of
August 17, 2004
Between
The SUBSIDIARY GUARANTORS Party Hereto,
The LENDERS Party Hereto
JPMORGAN CHASE BANK,
as Administrative Agent
and
X.X. XXXXXX EUROPE LIMITED,
as London Agent
X.X. XXXXXX SECURITIES INC.,
as Sole and Exclusive Arranger and Bookrunner
U.S.$1,245,000,000
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THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 17, 2004 between CONSTELLATION BRANDS, INC. (the "Borrower"), the SUBSIDIARY GUARANTORS party hereto, certain REVOLVING LENDERS party to the Existing Credit Agreement referred to below, the LENDERS referred to below as "New Tranche A Term Loan Lenders" and "New Tranche B Term Loan Lenders", JPMORGAN CHASE BANK, as Administrative Agent and X.X. XXXXXX EUROPE LIMITED, as London Agent.
W I T N E S S E T H:
The Borrower, certain subsidiaries of the Borrower, certain lenders, JPMorgan Chase Bank, as administrative agent, and X.X. Xxxxxx Europe Limited, as London agent, are party to the Second Amended and Restated Credit Agreement dated as of October 31, 2003 (as amended and in effect immediately before giving effect to the amendment and restatement contemplated hereby, the "Existing Credit Agreement"). Capitalized terms used but not otherwise defined herein have the meanings given them in the Existing Credit Agreement.
The parties hereto wish to amend and restate the Existing Credit Agreement (as so amended and restated, the "Credit Agreement") to provide for a refinancing of (i) the Tranche A Term Loans outstanding immediately before giving effect to the amendment and restatement contemplated hereby with the proceeds of new loans to be made by the New Tranche A Term Loan Lenders under the Credit Agreement and (ii) the Tranche B Term Loans outstanding immediately before giving effect to the amendment and restatement contemplated hereby with the proceeds of new loans to be made by the New Tranche B Term Loan Lenders under the Credit Agreement.
Accordingly, the parties hereto hereby agree that the Existing Credit Agreement shall, with effect as of the Effective Date (as defined below), be amended and restated to read in its entirety as set forth in the Existing Credit Agreement, which is hereby incorporated herein by reference, with the amendments set forth in Section 1 below:
Section 1. Amendments. Subject to Section 3 hereof, the Existing Credit Agreement is hereby amended as follows:
A. General. Direct and indirect references in the Existing Credit Agreement to the Existing Credit Agreement shall be deemed to be references to the Credit Agreement (as defined above).
B. Applicable Rate. The first paragraph of the definition of "Applicable Rate" in the Existing Credit Agreement and the schedule set forth in said definition are deleted in their entirety and replaced with the following:
"means, for any day, with respect to any ABR Borrowing (including any Swingline ABR Borrowing), Eurocurrency Borrowing or Swingline FFBR Borrowing, or with respect to the commitment fees payable hereunder, as the case may be, (x) 0.50% in the case of any ABR Borrowing of Tranche B Term Loans, and 1.50% per annum in the case of any Eurocurrency Borrowing of Tranche B Term Loans, and (y) for each other Borrowing and commitment fees payable hereunder, the rate per annum set forth in the schedule below, as applicable, based upon the Debt Ratio as of the most recent determination date:
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|
Debt Ratio: |
U.S. Dollar Revolving,
and Swingline Loan: ABR
Rate
and Swingline FFBR Rate |
U.S. Dollar Revolving and
Australian
Dollar
Revolving: Eurodollar Rate |
Tranche A
Term Loan:
ABR Rate |
Tranche A
Term
Loan:
Eurodollar Rate |
Commitment
Fee Rate |
|
Category
1
= 4.50x |
1.50 |
2.50 |
0.50 |
1.50 |
0.50 |
|
Category
2
< 4.50x
and
= 4.00x |
1.25 |
2.25 |
0.50 |
1.50 |
0.50 |
|
Category
3
< 4.00x
and
= 3.50x |
1.00 |
2.00 |
0.50 |
1.50 |
0.50 |
|
Category
4
< 3.50x
and
= 3.00x |
0.75 |
1.75 |
0.25 |
1.25 |
0.375 |
|
Category
5
< 3.00x
and
= 2.50x |
0.50 |
1.50 |
0.25 |
1.25 |
0.375 |
|
Category
6
< 2.50x |
0.50 |
1.50 |
0.00 |
1.00 |
0.375 |
"
C. Definitions. The definitions of "New Lender Addendum", "Second Amended and Restated Credit Agreement" and "Tranche B Refinancing Effective Date" in Section 1.01 of the Existing Credit Agreement are deleted in their entirety. In addition, Section 1.01 of the Existing Credit Agreement is amended by adding the following new defined terms (to the extent not already included in said Section 1.01) and inserting the same in their appropriate alphabetical locations and by amending the following definitions (to the extent already included in said Section 1.01) to read in their entirety as follows:
"Continuing Tranche A Term Loan Lender" means a New Tranche A Term Loan Lender that was also an Existing Tranche A Term Loan Lender.
"Continuing Tranche B Term Loan Lender" means a New Tranche B Term Loan Lender that was also an Existing Tranche B Term Loan Lender.
"Existing Tranche A Term Loan" means a Loan made pursuant to Section 2.01(c) of the Existing Credit Agreement.
"Existing Tranche A Term Loan Lender" means a Person holding an outstanding Existing Tranche A Term Loan on the 2004 Refinancing Effective Date.
"Existing Tranche B Term Loan" means a Loan made pursuant to the last sentence of Section 2.01(d) of the Existing Credit Agreement.
"Existing Tranche B Term Loan Lender" means a Person holding an outstanding Existing Tranche B Term Loan on the 2004 Refinancing Effective Date.
"New Tranche A Term Loan" means a Loan made pursuant to the last sentence of Section 2.01(c), which may be an ABR Loan and/or a Eurocurrency Loan.
"New Tranche A Term Loan Lender" means a Person identified as a New Tranche A Term Loan Lender on the signature pages of the Third Amended and Restated Credit Agreement (each of whom shall be deemed a Tranche A Term Loan Lender upon and after the making of the New Tranche A Term Loans).
"New Tranche B Term Loan" means a Loan made pursuant to the last sentence of Section 2.01(d), which may be an ABR Loan and/or a Eurocurrency Loan.
"New Tranche B Term Loan Lender" means a Person identified as a New Tranche B Term Loan Lender on the signature pages of the Third Amended and Restated Credit Agreement (each of whom shall be deemed a Tranche B Term Loan Lender upon and after the making of the New Tranche B Term Loans).
"Third Amended and Restated Credit Agreement" means the Third Amended and Restated Credit Agreement dated as of August 17, 2004 amending and restating this Agreement.
"Tranche A Term Loan Refinancing Commitment" means, for each New Tranche A Term Loan Lender, the amount set forth opposite the name of such New Tranche A Term Loan Lender on the signature pages of the Third Amended and Restated Credit Agreement under the caption "Tranche A Term Loan Refinancing Commitment".
"Tranche B Term Loan Refinancing Commitment" means, for each New Tranche B Term Loan Lender, the amount set forth opposite the name of such New Tranche B Term Loan Lender on the signature pages of the Third Amended and Restated Credit Agreement under the caption "Tranche B Term Loan Refinancing Commitment".
"2004 Refinancing Effective Date" means the "Effective Date" as defined in the Third Amended and Restated Credit Agreement.
D. New Tranche A Term Loans. Section 2.01(c) of the Existing Credit Agreement shall be amended by adding at the end thereof:
"In addition, on the 2004 Refinancing Effective Date:
(i) subject to the conditions set forth in paragraph (v) below in this Section 2.01(c), each New Tranche A Term Loan Lender shall make a loan to the Borrower in U.S. Dollars in a principal amount equal to its Tranche A Term Loan Refinancing Commitment;
(ii) (x) the proceeds of the New Tranche A Term Loans and the amount received by the Administrative Agent pursuant to clause (y)(1) below shall be directly applied by the Administrative Agent to the prepayment in full of the principal amount of the Existing Tranche A Term Loans then outstanding and (y) the Borrower shall pay to the Administrative Agent for the account of the Existing Tranche A Term Loan Lenders (1) the excess, if any, of the principal amount of the Existing Tranche A Term Loans then outstanding over the proceeds of the New Tranche A Term Loans to be applied by the Administrative Agent as provided in the immediately preceding clause (x) such that the principal amount of the Existing Tranche A Term Loans then outstanding shall be prepaid in full plus (2) all accrued and unpaid interest on the Existing Tranche A Term Loans, all amounts (if any) required by Section 2.15 to be paid to the Existing Tranche A Term Loan Lenders as a result of such prepayment and all other amounts owing by it to the Existing Tranche A Term Loan Lenders under the Loan Documents;
(iii) each Continuing Tranche A Term Loan Lender that shall maintain or increase its lending commitment may, by notice to the Administrative Agent, with respect to an amount equal to the aggregate principal amount of its Existing Tranche A Term Loans then outstanding, make its New Tranche A Term Loans under paragraph (i) above and receive prepayment under clause (x) of paragraph (ii) above by continuing its Existing Tranche A Term Loans rather than by disbursing and receiving new funds, and such Continuing Tranche A Term Loan Lender shall only be required to disburse new funds under said paragraph (i) in an amount equal to the excess of its Tranche A Term Loan Refinancing Commitment over the aggregate outstanding principal amount of its Existing Tranche A Term Loan;
(iv) subject to the satisfaction of the requirements set forth in paragraphs (i) and (ii) above, and for all purposes of the Loan Documents, (x) the New Tranche A Term Loans shall be treated as and deemed to be Tranche A Term Loans, (y) the New Tranche A Term Loan Lenders shall be treated as and deemed to be Tranche A Term Loan Lenders and (z) the Existing Tranche A Term Loan Lenders that are not Continuing New Tranche A Term Loan Lenders shall cease to be Tranche A Term Loan Lenders;
(v) the obligation of each New Tranche A Term Loan Lender to make a New Tranche A Term Loan is subject to the satisfaction of the following conditions:
(a) the representations and warranties of the Borrower set forth in this Agreement, and of each Obligor in each of the other Loan Documents to which it is a party (but as to such other Loan Documents, in all material respects), shall be true and correct on and as of the 2004 Refinancing Effective Date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(b) at the time of and immediately after giving effect to such New Tranche A Term Loan, no Default shall have occurred and be continuing; and
(c) the Borrower shall have remitted to the Administrative Agent sufficient funds for the satisfaction of its obligations under clause (y) of paragraph (ii) above; and
(vi) the Borrower shall be deemed to have made a representation and warranty as to the matters specified in the preceding clause (v)."
E. New Tranche B Term Loans. The last sentence of Section 2.01(d) of the Existing Credit Agreement is amended in its entirety to read as follows:
"In addition, on the 2004 Refinancing Effective Date:
(i) subject to the conditions set forth in paragraph (v) below in this Section 2.01(d), each New Tranche B Term Loan Lender shall make a loan to the Borrower in U.S. Dollars in a principal amount equal to its Tranche B Term Loan Refinancing Commitment;
(ii) (x) the proceeds of the New Tranche B Term Loans and the amount received by the Administrative Agent pursuant to clause (y)(1) below shall be directly applied by the Administrative Agent to the prepayment in full of the principal amount of the Existing Tranche B Term Loans then outstanding and (y) the Borrower shall pay to the Administrative Agent for the account of the Existing Tranche B Term Loan Lenders (1) the excess, if any, of the principal amount of the Existing Tranche B Term Loans then outstanding over the proceeds of the New Tranche B Term Loans to be applied by the Administrative Agent as provided in the immediately preceding clause (x) such that the principal amount of the Existing Tranche B Term Loans then outstanding shall be prepaid in full plus (2) all accrued and unpaid interest on the Existing Tranche B Term Loans, all amounts (if any) required by Section 2.15 to be paid to the Existing Tranche B Term Loan Lenders as a result of such prepayment and all other amounts owing by it to the Existing Tranche B Term Loan Lenders under the Loan Documents;
(iii) each Continuing Tranche B Term Loan Lender that shall maintain or increase its lending commitment may, by notice to the Administrative Agent, with respect to an amount equal to the aggregate principal amount of its Existing Tranche B Term Loans then outstanding, make its New Tranche B Term Loans under paragraph (i) above and receive prepayment under clause (x) of paragraph (ii) above by continuing its Existing Tranche B Term Loans rather than by disbursing and receiving new funds, and such Continuing Tranche B Term Loan Lender shall only be required to disburse new funds under said paragraph (i) in an amount equal to the excess of its Tranche B Term Loan Refinancing Commitment over the aggregate outstanding principal amount of its Existing Tranche B Term Loan;
(iv) subject to the satisfaction of the requirements set forth in paragraphs (i) and (ii) above, and for all purposes of the Loan Documents, (x) the New Tranche B Term Loans shall be treated as and deemed to be Tranche B Term Loans, (y) the New Tranche B Term Loan Lenders shall be treated as and deemed to be Tranche B Term Loan Lenders and (z) the Existing Tranche B Term Loan Lenders that are not Continuing Tranche B Term Loan Lenders shall cease to be Tranche B Term Loan Lenders;
(v) the obligation of each New Tranche B Term Loan Lender to make a New Tranche B Term Loan is subject to the satisfaction of the following conditions:
(a) the representations and warranties of the Borrower set forth in this Agreement, and of each Obligor in each of the other Loan Documents to which it is a party (but as to such other Loan Documents, in all material respects), shall be true and correct on and as of the 2004 Refinancing Effective Date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);
(b) at the time of and immediately after giving effect to such New Tranche B Term Loan, no Default shall have occurred and be continuing; and
(c) the Borrower shall have remitted to the Administrative Agent sufficient funds for the satisfaction of its obligations under clause (y) of paragraph (ii) above; and
(vi) the Borrower shall be deemed to have made a representation and warranty as to the matters specified in the preceding clause (v)."
F. Amortization of New Tranche B Term Loans. Section 2.09(a)(iv) shall be amended in its entirety to read as follows:
"(iv) to the Administrative Agent for account of the Tranche B Term Loan Lenders the outstanding principal amount of the Tranche B Term Loans on each Principal Payment Date set forth below in the aggregate principal amount set forth opposite such Principal Payment Date (subject to adjustment pursuant to the first sentence of paragraph (b) of this Section):
|
Principal Payment Date |
Amount (U.S.$) |
|
May 31, 2005 |
1,250,000 |
|
August 31, 2005 |
1,250,000 |
|
November 30, 2005 |
1,250,000 |
|
February 28, 2006 |
1,250,000 |
|
May 31, 2006 |
1,250,000 |
|
August 31, 2006 |
1,250,000 |
|
November 30, 2006 |
1,250,000 |
|
February 28, 2007 |
1,250,000 |
|
May 31, 2007 |
1,250,000 |
|
August 31, 2007 |
1,250,000 |
|
November 30, 2007 |
1,250,000 |
|
February 29, 2008 |
121,562,500 |
|
May 31, 2008 |
121,562,500 |
|
August 31, 2008 |
121,562,500 |
|
November 30, 2008 |
121,562,500 |
G. Commitment Fees. Section 2.11(a) shall be amended by inserting the following sentence immediately after the second sentence thereof:
"For the avoidance of doubt (and notwithstanding any other provision of this Agreement), for all purposes of this Section 2.11(a), outstanding Swingline Loans shall not constitute a usage of the Revolving Loan Commitments."
Section 2. Representations and Warranties. The Borrower represents and warrants to the Lenders and the Administrative Agent that (i) the representations and warranties set forth in the Credit Agreement, and of each Obligor in each of the other Loan Documents to which it is party (but as to such other Loan Documents, in all material respects), are true and correct on and as of the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct as of such specific date) and as if each reference to the "Credit Agreement", or similar words of import, included reference to this Third Amended and Restated Credit Agreement and (ii) at the time of and immediately after giving effect to this Third Amended and Restated Credit Agreement, no Default has occurred and is continuing.
Section 3. Conditions Precedent. The amendments to the Existing Credit Agreement contemplated by Section 1 hereof shall become effective on the date (the "Effective Date") on which each of the following conditions has been satisfied:
(a) Documents. The Administrative Agent shall have received each of the following documents, each of which shall be satisfactory to the Administrative Agent in form and substance:
(i) Executed Counterparts. From the Obligors, Revolving Lenders that constitute the Required Lenders as of the Effective Date and the New Tranche A Term Loan Lenders and the New Tranche B Term Loan Lenders under the Credit Agreement either (i) counterparts of this Third Amended and Restated Credit Agreement signed on their behalf or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page to this Third Amended and Restated Credit Agreement) that they have signed counterparts of this Third Amended and Restated Credit Agreement or have otherwise agreed to the terms and conditions hereof and to be bound hereby, together with evidence that under the Credit Agreement the aggregate amount of the Tranche A Term Loan Refinancing Commitments is $345,000,000 and the Aggregate amount of the Tranche B Term Loan Refinancing Commitments is $500,000,000.
(ii) Opinion of Counsel to the Obligors. A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Xxxxx Peabody LLP, U.S. counsel for the Obligors (and each such Obligor hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).
(iii) Corporate Documents. Such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the borrowings in respect of the Term Loans and any other legal matters relating to the Obligors.
(iv) Notices. A duly completed notice of prepayment for the Term Loans pursuant to Section 2.10(e) of the Existing Credit Agreement and a duly completed Borrowing Request for the New Tranche A Term Loans and the New Tranche B Term Loans (which Borrowing Request the parties hereto hereby agree shall be deemed to be a notice contemplated by Section 2.15(c) of the Existing Credit Agreement as if the New Tranche A Term Loans and the New Tranche B Term Loans were Loans, and the New Tranche A Term Loan Lenders and the New Tranche B Term Loan Lenders were Lenders, for purposes thereof whether or not the Effective Date occurs), specifying the Effective Date as the requested date of such prepayment and borrowing and dated at least three Business Days prior to the Effective Date.
(v) U.S. Pledge Agreement. From the Obligors party to the U.S. Pledge Agreement, an amendment to the U.S. Pledge Agreement in form and substance reasonably acceptable to the Administrative Agent pursuant to which the therein referenced terms "Swap Indebtedness" and "Secured Obligations" shall be amended to include obligations of any Subsidiary Guarantor in respect of Hedging Agreements entered into by such Subsidiary Guarantor with any Lender or an affiliate of any Lender (and each Lender party hereto hereby consents to such amendment pursuant to Section 10.02(c) of the Credit Agreement).
(vi) Other Documents. Such other documents as the Administrative Agent or any Lender or special New York counsel to JPMorgan Chase may reasonably request.
(b) Payment of Fees and Expenses. The payment by the Borrower to the Administrative Agent for the account of X.X. Xxxxxx Securities Inc. of such fees and expenses (including the reasonable fees and expenses of counsel to the extent that statements for such fees and expenses have been delivered to the Borrower) as have been agreed to be paid in connection with this Third Amended and Restated Credit Agreement.
Section 4. Ratification. The Obligors hereby confirm their obligations and the Liens granted by them under the respective Loan Documents to which they are parties and hereby represent, warrant and confirm that, with effect as of the Effective Date, all references in such Loan Documents to the Existing Credit Agreement fully and effectively mean the Credit Agreement without impairing any such obligations or Liens in any respect.
Section 5. Miscellaneous. Except as herein provided, the Existing Credit Agreement shall remain unchanged and in full force and effect. This Third Amended and Restated Credit Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Third Amended and Restated Credit Agreement by signing any such counterpart and sending the same by telecopier, mail messenger or courier to the Administrative Agent or counsel to the Administrative Agent. This Third Amended and Restated Credit Agreement shall be governed by, and construed in accordance with, the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amended and Restated Credit Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
|
By /s/ Xxxxxx X. Summer | |
|
Name: |
Xxxxxx X. Summer |
|
Title: |
Executive Vice President and
Chief Financial Officer |
|
| ||
SUBSIDIARY GUARANTORS
|
XXXXXXXX, INC.
BRL HARDY (USA) INC.
BRL HARDY INVESTMENTS (USA) INC.
CLOUD PEAK CORPORATION
FRANCISCAN VINEYARDS, INC.
MT. XXXXXX CORPORATION
PACIFIC WINE PARTNERS LLC | ||
|
By /s/ Xxxxxx X. Xxxxxxx | ||
|
Name: |
Xxxxxx X. Xxxxxxx | |
|
Title: |
Vice President and Assistant Treasurer | |
|
CANANDAIGUA WINE COMPANY, INC.
CONSTELLATION INTERNATIONAL
HOLDINGS LIMITED
XXXXXXX TRADING CORP. | |
|
By /s/ Xxxxxx X. Xxxxxxx | |
|
Name: |
Xxxxxx X. Xxxxxxx |
|
Title: |
Assistant Treasurer |
|
XXXXXX INCORPORATED
XXXXXX BRANDS, LTD.
XXXXXX XXXXX, LTD.
XXXXXX XXXXX OF WISCONSIN, LTD.
XXXXXX BRANDS OF CALIFORNIA, INC.
XXXXXX BRANDS OF GEORGIA, INC.
XXXXXX CANADA, LTD.
XXXXXX DISTILLERS IMPORT CORP.
MONARCH IMPORT COMPANY
XXXXXX FINANCIAL CORPORATION | |
|
By /s/ Xxxxxx X. Xxxxxxx | |
|
Name: |
Xxxxxx X. Xxxxxxx |
|
Title: |
Vice President |
|
NOBILO HOLDINGS | |
|
By /s/ Xxxxxx X. Xxxxxxx | |
|
Name: |
Xxxxxx X. Xxxxxxx |
|
Title: |
Vice President and Treasurer |
|
| ||
|
|
|
CANANDAIGUA LIMITED | |
|
By /s/ Xxxxxx X. Summer | |
|
Name: |
Xxxxxx X. Summer |
|
Title: |
Finance Director |
|
CBI AUSTRALIA HOLDINGS PTY LIMITED
CONSTELLATION AUSTRALIA PTY LIMITED | |
|
By /s/ Xxxxxx X. Summer | |
|
Name: |
Xxxxxx X. Summer |
|
Title: |
Chief Financial Officer |
|
| ||
|
JPMORGAN CHASE BANK, individually and as Issuing Lender
and Administrative Agent | |
|
By /s/ Xxxx X. Xxxxxxx | |
|
Name: |
Xxxx X. Xxxxxxx |
|
Title: |
Vice President |
|
| ||
|
X.X. XXXXXX EUROPE LIMITED,
as London Agent | |
|
By /s/ Xxxx X. Xxxxxxx | |
|
Name: |
Xxxx X. Xxxxxxx |
|
Title: |
Vice President |
|
| ||
|
| ||
|
CoBank, ABC, as Revolving Lender | |
|
By /s/ Xxxxxx X. Xxxx | |
|
Name: |
Xxxxxx X. Xxxx |
|
Title: |
Vice President |
|
| ||
[to be completed by each Revolving Lender]
|
COOPERATIEVE CENTRALE
RAIFFEINSEN-BOERENLEENBANK
B.A., "Rabobank International,"
New York Branch,
as Revolving Lender | |
|
By /s/ Xxxxx Xxxxx | |
|
| |
|
Name: |
Xxxxx Xxxxx |
|
Title: |
Executive Director |
|
By /s/Xxxxxxx Xxxxxx | |
|
| |
|
Name: |
Xxxxxxx Xxxxxx |
|
Title: |
Executive Director |
|
| ||
|
Xxxxx Fargo Bank, N.A., as Revolving Lender | |
|
By /s/ Xxxxxxxx Xxxxx | |
|
Name: |
Xxxxxxxx Xxxxx |
|
Title: |
Vice President |
|
| ||
[to be completed by each Revolving Lender]
|
The Bank of Nova Scotia, as Revolving Lender | |
|
By /s/ Xxxx X. Xxxxxx | |
|
Name: |
Xxxx X. Xxxxxx |
|
Title: |
Managing Director |
|
| ||
|
SunTrust Bank, as Revolving Lender | |
|
By /s/ Xxxx Xxxxxxx | |
|
Name: |
Xxxx Xxxxxxx |
|
Title: |
Managing Director |
|
| ||
|
Commonwealth Bank of Australia, Grand Cayman Branch,
as Revolving Lender | |
|
By /s/ Xxxxx Xxxxx | |
|
Name: |
Xxxxx Xxxxx |
|
Title: |
Head of Risk Management, Americas |
|
| ||
|
FLEET NATIONAL BANK, a Bank of America
Company, as Swingline Lender and Revolving
Lender | |
|
By /s/ Xxxxxxx X'Xxxxx | |
|
Name: |
Xxxxxxx X'Xxxxx |
|
Title: |
Vice President |
|
Revolving Loan Commitment: $26,000,000.00* | |
* Reflects the combined commitments of Fleet National Bank and Bank of America, X.X.
|
| ||
|
XXXXXX TRUST AND SAVINGS BANK,
as Revolving Lender | |
|
By /s/ Xxxxxxx X. Xxxxxx | |
|
Name: |
Xxxxxxx X. Xxxxxx |
|
Title: |
Managing Director |
|
| ||
[to be completed by each Revolving Lender]
|
BARCLAYS BANK PLC, as Revolving Lender | |
|
By /s/ Xxxxxxxx Xxxx | |
|
Name: |
Xxxxxxxx Xxxx |
|
Title: |
Director |
|
| ||
|
HSBC Bank USA, National Association, as
Revolving Lender | |
|
By /s/ Xxxxxxx X. Xxxx | |
|
Name: |
Xxxxxxx X. Xxxx |
|
Title: |
Vice President |
|
| ||
[to be completed by each Revolving Lender]
|
M&T Bank, as Revolving Lender | |
|
By /s/ Xxxxxx X. Xxxxx | |
|
Name: |
Xxxxxx X. Xxxxx |
|
Title: |
Regional Senior Vice President |
|
| ||
|
Farm Credit Services of Mid-America, PCA,
as Revolving Lender | |
|
By /s/ Xxxxxxx X. Xxxxxx | |
|
Name: |
Xxxxxxx X. Xxxxxx |
|
Title: |
Vice President-Risk Management |
|
| ||
[to be completed by each Revolving Lender]
|
United Overseas Bank Limited, New York
Agency as Revolving Lender | |
|
By /s/ Xxxxx Yew Xxxx | |
|
Name: |
Xxxxx Yew Xxxx |
|
Title: |
Agent & General Manager |
|
By /s/ Xxxxxx Xxxxxx | |
|
Name: |
Xxxxxx Xxxxxx |
|
Title: |
VP& Deputy General Manager |
|
| ||
|
Citicorp North America, Inc., as Revolving Lender | |
|
By /s/ Xxxxxx Xxxx | |
|
Name: |
Xxxxxx Xxxx |
|
Title: |
Vice President |
|
| ||
|
AMERICA AGCREDIT, PCA | |
|
By /s/ Xxxxx Xxxxxx | |
|
Name: |
Xxxxx Xxxxxx |
|
Title: |
Vice President |
|
| ||
|
UBS AG, Cayman Islands Branch, as
Revolving Lender | |
|
By /s/ Xxxxxxx X. Saint | |
|
Name: |
Xxxxxxx X. Saint |
|
Title: |
Director Banking Products
Services, US |
|
By /s/ Salloz Xxxxx | |
|
Name: |
Salloz Xxxxx |
|
Title: |
Associate Director Banking
Products Services, US |
|
| ||
[to be completed by each Revolving Lender]
|
Credit Industriel et Commercial as
Revolving Lender | |
|
By /s/ Xxxxxxx Xxxx /s/ Xxxxx X'Xxxxx | |
|
Name: |
Xxxxxxx Xxxx Xxxxx X'Xxxxx |
|
Title: |
Vice President Vice President |
|
| ||
|
KEYBANK NATIONAL ASSOCIATION, as Revolving Lender | |
|
By /s/ Xxxxx X. Xxxxxxx | |
|
Name: |
Xxxxx X. Xxxxxxx |
|
Title: |
Vice President |
|
| ||
|
U.S. BANK NATIONAL ASSOCIATION,
as Revolving Lender | |
|
By /s/ Xxxx X. Xxxx | |
|
Name: |
Xxxx X. Xxxx |
|
Title: |
Vice President |
|
| ||
|
Xxxxxxx Xxxxx Business Financial Services Inc.,
as Revolving Lender | |
|
By /s/ Xxxxxxx X. Xxx | |
|
Name: |
Xxxxxxx X. Xxx |
|
Title: |
Vice President |
|
| ||
|
THE BANK OF NEW YORK, as Revolving Lender | |
|
By /s/ Xxxxx X. Xxxxxxx | |
|
Name: |
Xxxxx X. Xxxxxxx |
|
Title: |
Vice President |
|
| ||
|
JPMORGAN CHASE BANK, as New Tranche A
Term Loan Lender | |
|
By /s/ Xxxx X. Xxxxxxx | |
|
Name: |
Xxxx X. Xxxxxxx |
|
Title: |
Vice President |
|
New Tranche A Term Loan Refinancing
Commitment $26,521,875 | |
|
| ||
|
CoBank, ACB, as New Tranche A Term Loan
Lender | |
|
By /s/ Xxxxxx X. Xxxx | |
|
Name: |
Xxxxxx X. Xxxx |
|
Title: |
Vice President |
|
New Tranche A Term Loan Refinancing
Commitment: $59,501,101.00 | |
|
| ||
[to be completed by each New Tranche A Term Loan Lender]
|
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "Rabobank International,"
New York Branch, as New Tranche A
Term Loan Lender | |
|
By /s/ Xxxxx Xxxxx | |
|
Name: |
Xxxxx Xxxxx |
|
Title: |
Executive Director |
|
By /s/ Xxxxxxx Xxxxxx | |
|
Name: |
Xxxxxxx Xxxxxx |
|
Title: |
Executive Director |
|
New Tranche A Term Loan
Refinancing Commitment: $28,893,750 | |
|
| ||
|
Xxxxx Fargo Bank, N.A., as New Tranche A
Term Loan Lender | |
|
By /s/ Xxxxxxxx Xxxxx | |
|
Name: |
Xxxxxxxx Xxxxx |
|
Title: |
Vice President |
|
New Tranche A Term Loan Refinancing
Commitment: $17,250,000.00 | |
|
| ||
[to be completed by each New Tranche A Term Loan Lender]
|
The Bank of Nova Scotia, as New Tranche A
Term Loan Lender | |
|
By /s/ Xxxx X. Xxxxxx | |
|
Name: |
Xxxx X. Xxxxxx |
|
Title: |
Managing Director |
| New Tranche A Term Loan Refinancing Commitment: $17,250,000 | |
|
| ||
|
SunTrust Bank, as New Tranche A
Term Loan Lender | |
|
By /s/ Xxxx Xxxxxxx | |
|
Name: |
Xxxx XxXxxxx |
|
Title: |
Managing Director |
|
New Tranche A Term Loan Refinancing
Commitment $17,250,000 | |
|
| ||
|
Commonwealth Bank of Australia, Grand
Cayman Branch, as New Tranche A Term
Loan Lender | |
|
By /s/ Xxxxx Xxxxx | |
|
Name: |
Xxxxx Xxxxx |
|
Title: |
Head of Risk Management, Americas |
|
New Tranche A Term Loan Refinancing
Commitment: USD15,525,000.00 | |
|
| ||
|
FLEET NATIONAL BANK, a Bank of America
Company, as New Tranche A Term Loan Lender | |
|
By /s/ Xxxxxxx X'Xxxxx | |
|
Name: |
Xxxxxxx X'Xxxxx |
|
Title: |
Vice President |
|
New Tranche A Term Loan Refinancing
Commitment: $22,425,000.00 | |
|
| ||
|
XXXXXX TRUST AND SAVINGS BANK,
as New Tranche A Term Loan Lender | |
|
By /s/ Xxxxxxx X. Xxxxxx | |
|
Name: |
Xxxxxxx X. Xxxxxx |
|
Title: |
Managing Director |
|
New Tranche A Term Loan Refinancing
Commitment: $11,212,500 | |
|
| ||
[to be completed by each New Tranche A Term Loan Lender]
|
BARCLAYS BANK PLC, as New Tranche A
Term Loan Lender | |
|
By /s/ Xxxxxxxx Xxxx | |
|
Name: |
Xxxxxxxx Xxxx |
|
Title: |
Vice President |
|
New Tranche A Term Loan Refinancing
Commitment: $11,212,500 | |
|
| ||
|
HSBC BANK USA, National Association,
as New Tranche A Term Loan Lender | |
|
By /s/ JohnM. Xxxxxxx | |
|
Name: |
Xxxx X. Xxxxxxx |
|
Title: |
Vice President |
|
New Tranche A Term Loan Refinancing
Commitment: $11,212,500.00 | |
|
| ||
[to be completed by each New Tranche A Term Loan Lender]
|
M&T Bank, as new Tranche A
Term Loan Lender | |
|
By /s/ Xxxxxx X. Xxxxx | |
|
Name: |
Xxxxxx X. Xxxxx |
|
Title: |
Regional Senior Vice President |
|
New Tranche A Term Loan Refinancing
Commitment: $10,781,250.00 | |
|
| ||
|
Farm Credit Services of Mid-America, PCA,
as New Tranche A Term Loan Lender | |
|
By /s/ Xxxxxxx X. Xxxxxx | |
|
Name: |
Xxxxxxx X. Xxxxxx |
|
Title: |
Vice President-Risk Management |
|
New Tranche A Term Loan Refinancing
Commitment: $10,350,000.00 | |
|
| ||
[to be completed by each New Tranche A Term Loan Lender]
|
United Overseas Bank Limited, New York Agency
as New Tranche A Term Loan Lender | |
|
By /s/ Xxxxx Yew Xxxx | |
|
Name: |
Xxxxx Yew Xxxx |
|
Title: |
Agent & General Manager |
|
By /s/ Xxxxxx Xxxxxx | |
|
Name: |
Xxxxxx Xxxxxx |
|
Title: |
for its VP & Deputy General Manager |
|
New Tranche A Term Loan Refinancing
Commitment: US$9,487,500.00 | |
|
| ||
|
Citicorp North America, inc., as New Tranche A
Term Loan Lender | |
|
By /s/ Xxxxxx Xxxx | |
|
Name: |
Xxxxxx Xxxx |
|
Title: |
Vice President |
|
New Tranche A Term Loan Refinancing
Commitment: $2,371,875 | |
|
| ||
|
American AgCredit, PCA, as New
Tranche A Term Loan Lender | |
|
By /s/ Xxxxx Xxxxxx | |
|
Name: |
Xxxxx Xxxxxx |
|
Title: |
Vice President |
|
New Tranche A Term Loan Refinancing
Commitment: $7,773,898.68 | |
|
| ||
|
UBS AG, Cayman Islands Branch, as
New Tranche A Term Loan Lender | |
|
By /s/ Xxxxxxx X. Saint | |
|
Name: |
Xxxxxxx X. Saint |
|
Title: |
Director Banking Products
Services, US |
|
By /s/ Salloz Xxxxx | |
|
Name: |
Salloz Xxxxx |
|
Title: |
Associate Director Banking Products
Services, US |
|
New Tranche A Term Loan Refinancing
Commitment: $7,762,500 | |
|
| ||
[to be completed by each New Tranche A Term Loan Lender]
|
Credit Industriel et Commercial as New
Tranche A Term Loan Lender | |
|
By /s/ Xxxxxxx Xxxx /s/ Xxxxx X'Xxxxx | |
|
Name: |
Xxxxxxx Xxxx Xxxxx X'Xxxxx |
|
Title: |
Vice President Vice President |
|
New Tranche A Term Loan Refinancing
Commitment: $7,546,875 | |
|
| ||
|
KEYBANK NATIONAL ASSOCIATION,
as New Tranche A Term Loan Lender | |
|
By /s/ Xxxxxxx X. Xxxx | |
|
Name: |
Xxxxxxx X. Xxxx |
|
Title: |
Assistant Vice President |
|
New Tranche A Term Loan Refinancing
Commitment: $7,546,875 | |
|
| ||
|
U.S. BANK NATIONAL ASSOCIATION,
as New Tranche A Term Loan Lender | |
|
By /s/ Xxxx X. Xxxx | |
|
Name: |
Xxxx X. Xxxx |
|
Title: |
Vice President |
|
New Tranche A Term Loan Refinancing
Commitment: $7,546,875 | |
|
| ||
|
COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES, as
New Tranche A Term Loan Lender | |
|
By /s/ Xxxxxxx X. Xxxxxxxx | |
|
Name: |
Xxxxxxx X. Xxxxxxxx |
|
Title: |
Vice President |
|
By /s/ Xxxxxxx X. Xxxxx | |
|
Name: |
Xxxxxxx X. Xxxxx |
|
Title: |
Assistant Treasurer |
|
New Tranche A Term Loan Refinancing
Commitment: $14,878,125.00 | |
|
| ||
|
THE BANK OF NEW YORK, as New
Tranche A Term Loan Lender | |
|
By /s/ Xxxxx X. Xxxxxxx | |
|
Name: |
Xxxxx X. Xxxxxxx |
|
Title: |
Vice President |
|
New Tranche A Term Loan Refinancing
Commitment: $6,468,750 | |
|
| ||
[to be completed by each New Tranche A Term Loan Lender]
|
The Norinchukin Bank, New York Branch,
as New Tranche A Term Loan Lender | |
|
By /s/ Toshifumi Tsukitani | |
|
Name: |
Toshifumi Tsukitani |
|
Title: |
General Manager |
|
New Tranche A Term Loan Refinancing
Commitment: $6,468,750 | |
|
| ||
[to be completed by each New Tranche A Term Loan Lender]
|
ERSTE BANK NEW YORK, as
New Tranche A Term Loan Lender | |
|
By /s/ Xxxx Xxxxxxx | |
|
Name: |
Xxxx Xxxxxxx |
|
Title: |
Director
Erste Bank New York Branch |
|
New Tranche A Term Loan Refinancing
Commitment: $7,762,500.00 | |
|
By /s/ Xxxx Xxx | |
|
Xxxx Xxx
Vice President
Erste Bank New York Branch | |
|
| ||
|
JPMORGAN CHASE BANK, as New Tranche B
Term Loan Lender | |
|
By /s/ Xxxx X. Xxxxxxx | |
|
Name: |
Xxxx X. Xxxxxxx |
|
Title: |
Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $236,775,667.85 | |
|
| ||
|
WINGED FOOT FUNDING TRUST, as New
Tranche B Term Loan Lender | |
|
By /s/ Xxxxx X. Xxxxx | |
|
Name: |
Xxxxx X. Xxxxx |
|
Title: |
Authorized Agent |
|
New Tranche B Term Loan Refinancing
Commitment: 3,750,000.00 | |
|
| ||
|
JUPITER LOAN FUNDING LLC, as New
Tranche B Term Loan Lender | |
|
By /s/ Xxxxx X. Xxxxx | |
|
Name: |
Xxxxx X. Xxxxx |
|
Title: |
Assistant Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $1,875,000.00 | |
|
| ||
|
PINEHURST TRADING, INC., as New
Tranche B Term Loan Lender | |
|
By /s/ Xxxxx X. Xxxxx | |
|
Name: |
Xxxxx X. Xxxxx |
|
Title: |
Assistant Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $4,375,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
[SPECIFY LENDER], as New Tranche B
Term Loan Lender
Pacifica CDOII, Ltd., by Alcentra | |
|
By /s/ Xxxx Xxxxxxxx | |
|
Name: |
Xxxx Xxxxxxxx |
|
Title: |
Associate |
|
New Tranche B Term Loan Refinancing
Commitment: $2,500,000 | |
|
| ||
|
American AgCredit, PCA, as New
Tranche B Term Loan Lender | |
|
By /s/ Xxxxx Xxxxxx | |
|
Name: |
Xxxxx Xxxxxx |
|
Title: |
Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $1,250,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
American Express Certificate Company
By: American Express Asset Management
Group as Collateral Manager, as
New Tranche B Term Loan Lender | |
|
By /s/ Xxxxxx X. Xxxxxxx | |
|
Name: |
Xxxxxx X. Xxxxxxx |
|
Title: |
Senior Managing Director |
|
New Tranche B Term Loan Refinancing
Commitment: 625,000 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
Centurion CDO II, Ltd.
By: American Express Asset Management
Group, Inc. as Collateral Manager, as
New Tranche B Term Loan Lender | |
|
By /s/ Xxxxxx Xxxxxxxxx | |
|
Name: |
Xxxxxx Xxxxxxxxx |
|
Title: |
Director - Operations |
|
New Tranche B Term Loan Refinancing
Commitment: 937,500 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
Centurion CDO VI, Ltd.
By: American Express Asset Management
Group, as Collateral Manager, as
New Tranche B Term Loan Lender | |
|
By /s/ Xxxxxx Xxxxxxxxx | |
|
Name: |
Xxxxxx Xxxxxxxxx |
|
Title: |
Director - Operations |
|
New Tranche B Term Loan Refinancing
Commitment: 937,500 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
IDS Life Insurance Company
By: American Express Asset Management
Group, Inc., as Collateral Manager, as
New Tranche B Term Loan Lender | |
|
By /s/ Xxxxxx X. Xxxxxxx | |
|
Name: |
Xxxxxx X. Xxxxxxx |
|
Title: |
Senior Managing Director |
|
New Tranche B Term Loan Refinancing
Commitment: 625,000 | |
|
| ||
(to be completed by each New Tranche B Term Loan Lender)
|
KZH CYPRESSTREE-1 LLC | |
|
By /s/ Xxxxxx Xxxxxxx | |
|
Name: |
Xxxxxx Xxxxxxx |
|
Title: |
Authorized Agent |
|
New Tranche B Term Loan Refinancing
Commitment: $3,750,000.00 | |
|
| ||
(to be completed by each New Tranche B Term Loan Lender)
|
KZH Sterling LLC | |
|
By /s/ Xxxxxx Xxxxxxx | |
|
Name: |
Xxxxxx Xxxxxxx |
|
Title: |
Authorized Agent |
|
New Tranche B Term Loan Refinancing
Commitment: $2,187,500.00 | |
|
| ||
(to be completed by each New Tranche B Term Loan Lender)
|
Sequils-Centurion V, Ltd.
By: American Express Asset Management
Group, Inc., as Collateral Manager,
as New Tranche B Term Loan Lender | |
|
By /s/ Xxxxxx Xxxxxxxxx | |
|
Name: |
Xxxxxx Xxxxxxxxx |
|
Title: |
Director - Operations |
|
New Tranche B Term Loan Refinancing
Commitment: 937,500 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
Centurion CDO VII, Ltd.
By: American Express Asset Management
Group, Inc. as Collateral Manager, as
New Tranche B Term Loan Lender | |
|
By /s/ Xxxxxx Xxxxxxxxx | |
|
Name: |
Xxxxxx Xxxxxxxxx |
|
Title: |
Director - Operations |
|
New Tranche B Term Loan Refinancing
Commitment: 4,750,000 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
Centurion CDO III, Ltd.
By: American Express Asset Management
Group, Inc. as Collateral Manager, as
New Tranche B Term Loan Lender | |
|
By /s/ Xxxxxx Xxxxxxxxx | |
|
Name: |
Xxxxxx Xxxxxxxxx |
|
Title: |
Director - Operations |
|
New Tranche B Term Loan Refinancing
Commitment: 1,250,000 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
[SPECIFY LENDER], as New Tranche B
Term Loan Lender
APEX (IDM) CDO I, LTD.
By: Babson Capital Management LLC as
Collateral Manager | |
|
By /s/ Xxxxx X. Xxxxx, CFA | |
|
Name: |
Xxxxx X. Xxxxx, CFA |
|
Title: |
Managing Director |
|
New Tranche B Term Loan Refinancing
Commitment: 2,731,328.65 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
[SPECIFY LENDER], as New Tranche B
Term Loan Lender
BABSON CLO LTD. 2003-I
By: Babson Capital Management LLC
as Collateral Manager | |
|
By /s/ Xxxxx X. Xxxxx | |
|
Name: |
Xxxxx X. Xxxxx, CFA |
|
Title: |
Managing Director |
|
New Tranche B Term Loan Refinancing
Commitment: 1,666,666.07 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
[SPECIFY LENDER], as New Tranche B
Term Loan Lender
ELC (CAYMAN) LTD.
By: Babson Capital Management LLC
as Collateral Manager | |
|
By /s/ Xxxxx X. Xxxxx | |
|
Name: |
Xxxxx X. Xxxxx, CFA |
|
Title: |
Managing Director |
|
New Tranche B Term Loan Refinancing
Commitment: 1,250,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
[SPECIFY LENDER], as New Tranche B
Term Loan Lender
SUFFIELD CLO, LIMITED
By: Babson Capital Management LLC
as Collateral Manager | |
|
By /s/ Xxxxx X. Xxxxx | |
|
Name: |
Xxxxx X. Xxxxx, CFA |
|
Title: |
Managing Director |
|
New Tranche B Term Loan Refinancing
Commitment: 2,500,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
[SPECIFY LENDER], as New Tranche B
Term Loan Lender
XXXXX CLO, LTD. 2000-I
By: Babson Capital Management LLC
as Collateral Manager | |
|
By /s/ Xxxxx X. Xxxxx | |
|
Name: |
Xxxxx X. Xxxxx, CFA |
|
Title: |
Managing Director |
|
New Tranche B Term Loan Refinancing
Commitment: 1,458,333.33 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
[SPECIFY LENDER], as New Tranche B
Term Loan Lender
ELC (CAYMAN) LTD. CDO SERIES 1999-I
By: Babson Capital Management LLC as
Collateral Manager | |
|
By /s/ Xxxxx X. Xxxxx | |
|
Name: |
Xxxxx X. Xxxxx, CFA |
|
Title: |
Managing Director |
|
New Tranche B Term Loan Refinancing
Commitment: 3,458,333.33 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
[SPECIFY LENDER], as New Tranche B
Term Loan Lender
ELC (CAYMAN) LTD. 1999-III
By: Babson Capital Management LLC
as Collateral Manager | |
|
By /s/ Xxxxx X. Xxxxx | |
|
Name: |
Xxxxx X. Xxxxx, CFA |
|
Title: |
Managing Director |
|
New Tranche B Term Loan Refinancing
Commitment: 1,458,333.33 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
[SPECIFY LENDER], as New Tranche B
Term Loan Lender
ELC (CAYMAN) LTD. 2000-I
By: Babson Capital Management LLC\
as Collateral Manager | |
|
By /s/ Xxxxx X. Xxxxx | |
|
Name: |
Xxxxx X. Xxxxx, CFA |
|
Title: |
Managing Director |
|
New Tranche B Term Loan Refinancing
Commitment: 1,458,333.33 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
[SPECIFY LENDER], as New Tranche B
Term Loan Lender
XXXX & XXXXXXX XXXXX FOUNDATION
By: Babson Capital Management LLC
as Investment Adviser | |
|
By /s/ XxxxXxx Xxxxxxx | |
|
Name: |
XxxxXxx Xxxxxxx |
|
Title: |
Managing Director |
|
New Tranche B Term Loan Refinancing
Commitment: 833,333.33 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
[SPECIFY LENDER], as New Tranche B
Term Loan Lender
MAPLEWOOD (CAYMAN) LIMITED
By: Babson Capital Management LLC
under delegated authority from Massachusetts Mutual
Life Insurance Company as Investment Manager | |
|
By /s/ XxxxXxx Xxxxxxx | |
|
Name: |
XxxxXxx Xxxxxxx |
|
Title: |
Managing Director |
|
New Tranche B Term Loan Refinancing
Commitment: 4,285,714.29 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
[SPECIFY LENDER], as New Tranche B
Term Loan Lender
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: Babson Capital Management LLC
as Investment Advisor | |
|
By /s/ XxxxXxx Xxxxxxx | |
|
Name: |
XxxxXxx Xxxxxxx |
|
Title: |
Managing Director |
|
New Tranche B Term Loan Refinancing
Commitment: $2,930,873.73 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
[SPECIFY LENDER], as New Tranche B
Term Loan Lender
SIMSBURY CLO, LIMITED
By: Babson Capital Management LLC
under delegated authority from Massachusetts
Mutual Life Insurance Company as Collateral Manager | |
|
By /s/ XxxxXxx Xxxxxxx | |
|
Name: |
XxxxXxx Xxxxxxx |
|
Title: |
Managing Director |
|
New Tranche B Term Loan Refinancing
Commitment: 1,250,000.00 | |
|
| ||
|
HARBOUR TOWN FUNDING LLC,
as New Tranche B Term Loan Lender | |
|
By /s/ Xxxxx X. Xxxxx | |
|
Name: |
Xxxxx X. Xxxxx |
|
Title: |
Assistant Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $1,250,000.00 | |
|
| ||
Third Amended and Restated Credit Agreement
|
Bangkok Bank PCL,
as New Tranche B Term Loan Lender | |
|
By /s/ Piyaratana Xxxxxxx | |
|
Name: |
Piyaratana Xxxxxxx |
|
Title: |
Vice President and Manager |
|
New Tranche B Term Loan Refinancing
Commitment: $3,125,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
Bank of Montreal, as New Tranche B
Term Loan Lender | |
|
By /s/ Xxxxx Konigsmann | |
|
Name: |
Xxxxx Konigsmann |
|
Title: |
Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $5,375,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
Bank of Montreal, as New Tranche B
Term Loan Lender | |
|
By /s/ X. Xxxxx | |
|
Name: |
X. Xxxxx |
|
Title: |
MD [Managing Director] |
|
New Tranche B Term Loan Refinancing
Commitment: $1,250,000 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
Xxxxxxxx Floating Rate Fund, LLC,
as New Tranche B Term Loan Lender | |
|
By /s/ Xxxx Xxxxxxx | |
|
Name: |
Xxxx Xxxxxxx |
|
Title: |
Managing Director |
|
New Tranche B Term Loan Refinancing
Commitment: $3,125,000 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
[SPECIFY LENDER], as New Tranche B
Term Loan Lender
Carlyle High Yield Partners II, Ltd. | |
|
By /s/ Xxxxx Xxxx | |
|
Name: |
Xxxxx Xxxx |
|
Title: |
Managing Director |
|
New Tranche B Term Loan Refinancing
Commitment: $1,250,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
[SPECIFY LENDER], as New Tranche B
Term Loan Lender
Carlyle Loan Opportunity Fund | |
|
By /s/ Xxxxx Xxxx | |
|
Name: |
Xxxxx Xxxx |
|
Title: |
Managing Director |
|
New Tranche B Term Loan Refinancing
Commitment: $1,250,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
[SPECIFY LENDER], as New Tranche B
Term Loan Lender
Carlyle High Yield Partners VI, Ltd. | |
|
By /s/ Xxxxx Xxxx | |
|
Name: |
Xxxxx Xxxx |
|
Title: |
Managing Director |
|
New Tranche B Term Loan Refinancing
Commitment: $2,000,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
Sierra CLO I LTD, as New Tranche B
Term Loan Lender | |
|
By /s/ Xxxx X. Xxxxxxxxx | |
|
Name: |
Xxxx X. Xxxxxxxxx |
|
Title: |
Chief Operating Officer,
Centre Pacific LLP (Manager) |
|
New Tranche B Term Loan Refinancing
Commitment: $2,500,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
CITIBANK, N.A., as New Tranche B
Term Loan Lender | |
|
By /s/ Xxxxx Xxxxxx | |
|
Name: |
Xxxxx Xxxxxx |
|
Title: |
Director |
|
New Tranche B Term Loan Refinancing
Commitment: $2,000,000 | |
|
| ||
|
CoBank, ACB, as New Tranche B
Term Loan Lender | |
|
By /s/ Xxxxxx X. Xxxx | |
|
Name: |
Xxxxxx X. Xxxx |
|
Title: |
Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $31,875,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
Credit Industriel et Commercial as
New Tranche B Term Loan Lender | |
|
By /s/ Xxxxxxx Xxxx /s/ Xxxxx X'Xxxxx | |
|
Name: |
Xxxxxxx Xxxx Xxxxx X'Xxxxx |
|
Title: |
Vice President Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $5,000,000 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
Atrium II, as New Tranche B
Term Loan Lender | |
|
By /s/ Xxxxx X. Xxxxxx | |
|
Name: |
Xxxxx X. Xxxxxx |
|
Title: |
Authorized Signatory |
|
New Tranche B Term Loan Refinancing
Commitment: $2,000,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
CSAM FUNDING IV, as New
Tranche B Term Loan Lender | |
|
By /s/ Xxxxx X. Xxxxxx | |
|
Name: |
Xxxxx X. Xxxxxx |
|
Title: |
Authorized Signatory |
|
New Tranche B Term Loan Refinancing
Commitment: $2,000,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
ERSTE BANK NEW YORK, as New
Tranche B Term Loan Lender | |
|
By /s/ Xxxx Xxxxxxx | |
|
Name: |
Xxxx Xxxxxxx |
|
Title: |
Director
Erste Bank New York Branch |
| New Tranche B Term Loan Refinancing
Commitment: $5,995,332.17
| |
|
By /s/ Xxxx Xxx | |
|
Xxxx Xxx | |
|
Vice President
Erste Bank New York Branch | |
|
| ||
|
Farm Credit Services of Mid-America,
PCA, as New Tranche B Term
Loan Lender | |
|
By /s/ Xxxxxxx X. Xxxxxx | |
|
Name: |
Xxxxxxx X. Xxxxxx |
|
Title: |
Vice President-Risk Management |
|
New Tranche B Term Loan Refinancing
Commitment: $1,562,500.00 | |
|
| ||
|
FLEET NATIONAL BANK, a Bank of
America Company, as New Tranche B
Term Loan Lender | |
|
By /s/ Xxxxxxx X'Xxxxx | |
|
Name: |
Xxxxxxx X'Xxxxx |
|
Title: |
Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $3,333,333.33 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
[SPECIFY LENDER], as New Tranche B
Term Loan Lender
Franklin Floating Rate Trust
Franklin CLO II, Limited
Franklin CLO III, Limited
Franklin CLO IV, Limited | |
|
By /s/ Xxxxx Xxxx | |
|
Name: |
Xxxxx Xxxx |
|
Title: |
Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $9,687,500 | |
|
| ||
|
General Electric Capital Corporation,
as New Tranche B Term Loan Lender | |
|
By /s/ Xxxxxx X. Xxxxxxx | |
|
Name: |
Xxxxxx X. Xxxxxxx |
|
Title: |
Duly Authorized Signatory |
|
New Tranche B Term Loan Refinancing
Commitment: $25,000,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
XX XXXXXX XXXXX BANK, as
New Tranche B Term Loan Lender | |
|
By /s/ Xxxxxx X'Xxxxx | |
|
Name: |
Xxxxxx X'Xxxxx |
|
Title: |
Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $4,375,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
Metropolitan Life Insurance Company,
as New Tranche B Term Loan Lender | |
|
By /s/ Xxxxx Xxxxxx | |
|
Name: |
Xxxxx Xxxxxx |
|
Title: |
Managing Director |
|
New Tranche B Term Loan Refinancing
Commitment: $12,500,000 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
Metlife Bank National Association, as
New Tranche B Term Loan Lender | |
|
By /s/ Xxxxxxxx Xxxxxxx | |
|
Name: |
Xxxxxxxx Xxxxxxx |
|
Title: |
Director |
|
New Tranche B Term Loan Refinancing
Commitment: $3,125,000 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
Xxxxxx Xxxxxxx Prime Income Trust, as New
Tranche B Term Loan Lender | |
|
By /s/ Xxxxxxxxx Xxxxxxx | |
|
Name: |
Xxxxxxxxx Xxxxxxx |
|
Title: |
Authorized Signatory |
|
New Tranche B Term Loan Refinancing
Commitment: $2,500,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
[SPECIFY LENDER]
Mountain Capital CLO 1 Ltd., as New
Tranche B Term Loan Lender | |
|
By /s/ Xxxxx Xxxxxxx | |
|
Name: |
Xxxxx Xxxxxxx |
|
Title: |
Director |
|
New Tranche B Term Loan Refinancing
Commitment: $3,125,000 | |
|
| ||
|
NATIONAL CITY BANK, as New
Tranche B Term Loan Lender | |
|
By /s/ Xxxx X. Xxxxx | |
|
Name: |
Xxxx X. Xxxxx |
|
Title: |
Assist. Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $7,083,333 | |
|
| ||
|
NUVEEN SENIOR INCOME FUND, as a Lender
By: Symphony Asset Management LLC | |
|
By /s/ Xxxxx Xxxxx | |
|
Name: |
Xxxxx Xxxxx |
|
Title: |
Portfolio Manager |
|
New Tranche B Term Loan Refinancing
Commitment: $1,875,000.00 | |
|
| ||
|
Octagon Investment Partners III, Ltd.
By: Octagon Credit Investors, LLC
as Portfolio Manager, as New
Tranche B Term Loan Lender | |
|
By /s/ Xxxxxxx X. Xxxxxxxxx | |
|
Name: |
Xxxxxxx X. Xxxxxxxxx |
|
Title: |
Portfolio Manager |
|
New Tranche B Term Loan Refinancing
Commitment: $5,833,333.33 | |
|
| ||
|
Octagon Investment Partners IV, Ltd.
By: Octagon Credit Investors, LLC
as collateral manager, as New
Tranche B Term Loan Lender | |
|
By /s/ Xxxxxxx X. Xxxxxxxxx | |
|
Name: |
Xxxxxxx X. Xxxxxxxxx |
|
Title: |
Portfolio Manager |
|
New Tranche B Term Loan Refinancing
Commitment: $1,666,666.67 | |
|
| ||
|
Octagon Investment Partners V, Ltd.
By: Octagon Credit Investors, LLC
as Portfolio Manager, as New
Tranche B Term Loan Lender | |
|
By /s/ Xxxxxxx X. Xxxxxxxxx | |
|
Name: |
Xxxxxxx X. Xxxxxxxxx |
|
Title: |
Portfolio Manager |
|
New Tranche B Term Loan Refinancing
Commitment: $2,500,000.00 | |
|
| ||
|
Octagon Investment Partners VI, Ltd.
By: Octagon Credit Investors, LLC
as collateral manager, as New
Tranche B Term Loan Lender | |
|
By /s/ Xxxxxxx X. Xxxxxxxxx | |
|
Name: |
Xxxxxxx X. Xxxxxxxxx |
|
Title: |
Portfolio Manager |
|
New Tranche B Term Loan Refinancing
Commitment: $2,500,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
Xxxxxx III Leveraged Loan CDO 2002
By: Prudential Investment Management, Inc.,
as Collateral Manager, as New Tranche B
Term Loan Lender | |
|
By /s/ B. Xxxx Xxxxx | |
|
Name: |
B. Xxxx Xxxxx |
|
Title: |
Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $2,500,000 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
Xxxxxx V Leveraged Loan CDO 2003
By: Prudential Investment Management, Inc.,
as Collateral Manager, as New
Tranche B Term Loan Lender | |
|
By /s/ B. Xxxx Xxxxx | |
|
Name: |
B. Xxxx Xxxxx |
|
Title: |
Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $2,500,000 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
Xxxxxx VII Leveraged Loan CDO 2004
By: Prudential Investment Management, Inc.,
as Collateral Manager, as New Tranche B
Term Loan Lender | |
|
By /s/ B. Xxxx Xxxxx | |
|
Name: |
B. Xxxx Xxxxx |
|
Title: |
Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $1, 250,000 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
Loan Funding V, LLC
By: Prudential Investment Management, Inc.,
as Portfolio Manager, as New Tranche B
Term Loan Lender | |
|
By /s/ B. Xxxx Xxxxx | |
|
Name: |
B. Xxxx Xxxxx |
|
Title: |
Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $2,875,000 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"Rabobank International," New York Branch,
as New Tranche B Term Loan Lender | |
|
By /s/ Xxxxx Xxxxx | |
|
Name: |
Xxxxx Xxxxx |
|
Title: |
Executive Director |
|
By /s/ Xxxxxxx Xxxxxx | |
|
Name: |
Xxxxxxx Xxxxxx |
|
Title: |
Executive Director |
|
New Tranche B Term Loan Refinancing
Commitment: $3,125,000 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
The Sumitomo Trust & Banking Co., Ltd.,
New York Branch, as New Tranche B
Term Loan Lender | |
|
By /s/ Xxxxxxxxx X. Xxxxx | |
|
Name: |
Xxxxxxxxx X. Xxxxx |
|
Title: |
Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $5,208,333.33 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
KZH Soleil LLC | |
|
By /s/ Xxxxxx Xxxxxxx | |
|
Name: |
Xxxxxx Xxxxxxx |
|
Title: |
Authorized Agent |
|
New Tranche B Term Loan Refinancing
Commitment: $1,316,250.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
KZH Soleil-2 LLC | |
|
By /s/ Xxxxxx Xxxxxxx | |
|
Name: |
Xxxxxx Xxxxxxx |
|
Title: |
Authorized Agent |
|
New Tranche B Term Loan Refinancing
Commitment: $2,632,500.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
TORONTO DOMINION (NEW YORK), INC.
as New Tranche B Term Loan Lender | |
|
By /s/ Xxxxxx Xxxxx | |
|
Name: |
Xxxxxx Xxxxx |
|
Title: |
Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $1,875,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
C-SQUARED CDO LTD
By: TCW Advisors, Inc., as its
Portfolio Manager, as New Tranche B
Term Loan Lender | |
|
By /s/ G. Xxxxxx Xxxxx | |
|
Name: |
G. Xxxxxx Xxxxx |
|
Title: |
Senior Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $1,250,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
KZH CRESCENT-2 LLC | |
|
By /s/ Xxxxxx Xxxxxxx | |
|
Name: |
Xxxxxx Xxxxxxx |
|
Title: |
Authorized Agent |
|
New Tranche B Term Loan Refinan cing
Commitment: $1,250,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
KZH CRESCENT-3 LLC | |
|
By /s/ Xxxxxx Xxxxxxx | |
|
Name: |
Xxxxxx Xxxxxxx |
|
Title: |
Authorized Agent |
|
New Tranche B Term Loan Refinancing
Commitment: $625,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
CELERITY CLO LIMITED
By: TCW Advisors, Inc., As Agent,
as New Tranche B Term Loan Lender | |
|
By /s/ G. Xxxxxx Xxxxx | |
|
| |
|
Name: |
G. Xxxxxx Xxxxx |
|
Title: |
Senior Vice President |
|
By /s/ Xxxxxxx X. Xxxxx | |
|
| |
|
Name: |
Xxxxxxx X. Xxxxx |
|
Title: |
Senior Vice President |
|
New Tranche B
Term Loan Refinancing
Commitment: $625,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc., as its
Collateral Manager, as New
Tranche B Term Loan Lender | |
|
By /s/ G. Xxxxxx Xxxxx | |
|
Name: |
G. Xxxxxx Xxxxx |
|
Title: |
Senior Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $1,250,000.00 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
FIRST 2004-I CLO, LTD.
By: TCW Advisors, Inc.,
its Collateral Manager, as New
Tranche B Term Loan Lender | |
|
By /s/ G. Xxxxxx Xxxxx | |
|
Name: |
G. Xxxxxx Xxxxx |
|
Title: |
Senior Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $1,875,000.00 | |
|
| ||
|
UBS AG, Stamford Branch, as New
Tranche B Term Loan Lender | |
|
By /s/ Xxxxxxx X. Saint | |
|
Name: |
Xxxxxxx X. Saint |
|
Title: |
Director
Banking Products Services, US |
|
By /s/ Salloz Xxxxx | |
|
Name: |
Salloz Xxxxx |
|
Title: |
Associate Director
Banking Products Services, US |
|
New Tranche B Term Loan Refinancing
Commitment: $1,250,000 | |
|
| ||
|
XXX XXXXXX
SENIOR INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.,
as New Tranche B Term Loan Lender | |
|
By /s/ Xxxxxxxxx Xxxxxxxx | |
|
Name: |
Xxxxxxxxx Xxxxxxxx |
|
Title: |
Executive Director |
|
New Tranche B Term Loan Refinancing
Commitment: $6,375,000 | |
|
| ||
|
XXX XXXXXX
SENIOR LOAN FUND
By: Xxx Xxxxxx Investment Advisory Corp.,
as New Tranche B Term Loan Lender | |
|
By /s/ Xxxxxxxxx Xxxxxxxx | |
|
Name: |
Xxxxxxxxx Xxxxxxxx |
|
Title: |
Executive Director |
|
New Tranche B Term Loan Refinancing
Commitment: $1,250,000 | |
|
| ||
[to be completed by each New Tranche B Term Loan Lender]
|
Wachovia Bank, N.A., as New
Tranche B Term Loan Lender | |
|
By /s/ Xxxxxx X. Xxxxxx | |
|
Name: |
Xxxxxx X. Xxxxxx |
|
Title: |
Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $6,250,000.00 | |
|
| ||
|
Xxxxx Fargo Bank, N.A., as New
Tranche B Term Loan Lender | |
|
By /s/ Xxxxxxxx Xxxxx | |
|
Name: |
Xxxxxxxx Xxxxx |
|
Title: |
Vice President |
|
New Tranche B Term Loan Refinancing
Commitment: $6,250,000.00 | |
