SUPPLEMENTAL AGREEMENTSupplemental Agreement • August 28th, 2007 • Tensar Corp
This SUPPLEMENTAL AGREEMENT, dated as of October 31, 2005, is made by and among TCO Funding Corp., a Delaware corporation, (“TCO”), The Tensar Corporation, LLC, a Georgia limited liability company (“Tensar”) and Credit Suisse, as administrative agent on behalf of TCO (“Administrative Agent”).
FIRST AMENDMENT TO LEASE/PURCHASE FACILITIES DOCUMENTS Dated as of June 22, 2006Lease/Purchase Facilities Documents • August 28th, 2007 • Tensar Corp • New York
This FIRST AMENDMENT TO LEASE/PURCHASE FACILITIES DOCUMENTS (this “Amendment”) is among THE TENSAR CORPORATION LLC (“Tensar”), TCO FUNDING CORP. (“TCO”), and CREDIT SUISSE as administrative agent (in such capacity, the “Administrative Agent”).
MURABAHA FACILITY AGREEMENT dated as of June 22, 2006 among TCO FUNDING CORP., TENSAR HOLDINGS, INC., TTC HOLDINGS S.a.r.l. AIA LIMITED, as Agent for TTC Holdings S.a.r.l., ARCAPITA INVESTMENT FUNDING LIMITED, as Agent for TCO Funding Corp., and...Murabaha Facility Agreement • August 28th, 2007 • Tensar Corp • New York
THIS MURABAHA FACILITY AGREEMENT, dated as of June 22, 2006 (as amended, modified, restated or supplemented from time to time, this “Agreement”), is among TCO FUNDING CORP., a Delaware corporation (“TCO”), TENSAR HOLDINGS, INC., a Delaware limited liability company (“Tensar Holdings”), TTC HOLDINGS S.a.r.l., a company incorporated in the Grand Duchy of Luxembourg (“Luxco”), ARCAPITA INVESTMENT FUNDING LIMITED, a Cayman Islands limited liability company (“AIFL”), AIA LIMITED, a Cayman Islands limited liability company (“AIA”), and Credit Suisse (“Credit Suisse”), as administrative agent for TCO (in such capacity, the “Administrative Agent”).
WORKING CAPITAL MURABAHA FACILITY AGREEMENT dated as of October 31, 2005 among TCO FUNDING CORP., TENSAR HOLDINGS, INC., THE TENSAR CORPORATION, LLC, ARCAPITA INVESTMENT FUNDING LIMITED, as Agent for TCO Funding Corp., AIA LIMITED, as Agent for The...Facility Agreement • August 28th, 2007 • Tensar Corp • New York
THIS WORKING CAPITAL MURABAHA FACILITY AGREEMENT, dated as of October 31, 2005 (as amended, modified, restated or supplemented from time to time, this “Agreement”), is among TCO FUNDING CORP., a Delaware corporation (“TCO”), THE TENSAR CORPORATION, LLC, a Georgia limited liability company (the “Tensar”), ARCAPITA INVESTMENT FUNDING LIMITED, a Cayman Islands limited liability company “AIFL”), AIA LIMITED, a Cayman Islands limited liability company (“AIA”) and Credit Suisse (“Credit Suisse”), as administrative agent for TCO (in such capacity, the “Administrative Agent”).
SECOND AMENDMENT TO LEASE/PURCHASE FACILITIES DOCUMENTS Dated as of June 28, 2006Lease/Purchase Facilities Documents • August 28th, 2007 • Tensar Corp • New York
This SECOND AMENDMENT TO LEASE/PURCHASE FACILITIES DOCUMENTS (this “Amendment”) is among THE TENSAR CORPORATION LLC (“Tensar”), TCO FUNDING CORP. (“TCO”), CREDIT SUISSE as administrative agent (in such capacity, the “Administrative Agent”), and the other Tensar Parties party hereto.
CALL OPTION LETTERTensar Corp • August 28th, 2007
We refer to the Lease Financing and Purchase Option Agreement, dated as of the Effective Date, among you, as lessee, TCO Funding Corp., as lessor, Tensar Holdings, and Credit Suisse, as administrative agent (the “Agreement”). Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Agreement. In consideration of your entering into the Agreement and undertaking the transactions contemplated by the Agreement, we have agreed to grant to you the options described below. We therefore agree with you as follows:
MURABAHA FACILITY AGREEMENT dated as of October 31,2005 among TCO FUNDING CORP., THE TENSAR CORPORATION, LLC, ARCAPITA INVESTMENT FUNDING LIMITED, as Agent for TCO Funding Corp., AIA LIMITED, as Agent for The Tensar Corporation, LLC, and AMERICAN...Murabaha Facility Agreement • August 28th, 2007 • Tensar Corp • New York
THIS MURABAHA FACILITY AGREEMENT, dated as of October 31, 2005 (as amended, modified, restated or supplemented from time to time, the “Agreement”), is among TCO FUNDING CORP., a Delaware corporation (“TCO”), THE TENSAR CORPORATION, LLC, a Georgia limited liability company (“Tensar”), ARCAPITA INVESTMENT FUNDING LIMITED, a Cayman Islands limited liability company (“AIFL”), AIA LIMITED, a Cayman Islands limited liability company (“AIA”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC. (“ACFS”), as agent for TCO (in such capacity, the “Agent”).
MURABAHA FACILITY AGREEMENT dated as of October 31, 2005 among TCH FUNDING CORP., TENSAR HOLDINGS, INC., ARCAPITA INVESTMENT FUNDING LIMITED, as Agent for TCH Funding Corp. and AIA LIMITED, as Agent for Tensar Holdings, Inc.Murabaha Facility Agreement • August 28th, 2007 • Tensar Corp • New York
THIS MURABAHA FACILITY AGREEMENT, dated as of October 31, 2005 (as amended, modified, restated or supplemented from time to time, the “Agreement”), is among TCH FUNDING CORP., a Delaware corporation (“TCH”), TENSAR HOLDINGS, INC., a Delaware corporation (“Tensor Holdings”), ARCAPITA INVESTMENT FUNDING LIMITED, a Cayman Islands limited liability company (“AIFL”), and AIA LIMITED, a Cayman Islands limited liability company (“AIA”).
FIRST AMENDMENT TO TCH SUBORDINATION AND INTERCREDITOR AGREEMENT Dated as of June 22, 2006Subordination and Intercreditor Agreement • August 28th, 2007 • Tensar Corp • New York
This FIRST AMENDMENT TO TCH SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Amendment”) is by and among TCH FUNDING CORP., a Delaware corporation (“TCH”), AMERICAN CAPITAL STRATEGIES, LTD. (“ACS”), AIG ANNUITY INSURANCE COMPANY, AMERICAN GENERAL LIFE INSURANCE COMPANY, THE VARIABLE ANNUITY LIFE INSURANCE COMPANY and AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY (collectively, “AIG” and together with ACS, the “Subordinated Creditors”) in favor of Credit Suisse, in its capacity as administrative agent under the Senior Credit Agreement (as hereinafter defined) (the “Senior Administrative Agent”) and AMERICAN CAPITAL FINANCIAL SERVICES, INC., as agent under the Note Purchase Agreement (as hereinafter defined) (“ACFS”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Tensar Holdings Subordination and Intercreditor Agreement (as hereinafter defined).
FIRST AMENDMENT TO MURABAHA FACILITY AGREEMENT Dated as of June 22, 2006Murabaha Facility Agreement • August 28th, 2007 • Tensar Corp • New York
This FIRST AMENDMENT TO MURABAHA FACILITY AGREEMENT (this “Amendment”) is between TCH FUNDING CORP. (“TCH”) and TENSAR HOLDINGS, INC. (“Tensar Holdings”).
FIRST AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENT Dated as of June 22, 2006Subordination and Intercreditor Agreement • August 28th, 2007 • Tensar Corp • New York
This FIRST AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Amendment”) is among TCH FUNDING CORP. (“TCH”), TENSAR HOLDINGS, INC. (“Tensar Holdings”) and TCO FUNDING CORP. (“TCO”).
SECOND AMENDMENT TO TENSAR HOLDINGS COMMODITIES PURCHASE FACILITY DOCUMENTS Dated as of July 26, 2007Tensar Holdings Commodities Purchase Facility Documents • August 28th, 2007 • Tensar Corp • New York
This SECOND AMENDMENT TO TENSAR HOLDINGS COMMODITIES PURCHASE FACILITY DOCUMENTS (this “Amendment”) is between TCH FUNDING CORP. (“TCH”), TENSAR CORPORATION (f/ka Tensor Holdings, Inc.) (“Tensar Holdings”), ARCAPITA INVESTMENT FUNDING LIMITED (“AIFL”) and AIA LIMITED (“AIA”).
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • August 28th, 2007 • Tensar Corp • New York
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “ Agreement ”) is entered into as of this October 31, 2005, by and among TCH FUNDING CORP., a Delaware corporation (“TCH” or the “Subordinated Creditor”, TENSAR HOLDINGS, INC., a Delaware corporation (“Tensar Holdings” or the “Credit Party ”), and TCO FUNDING CORP., a Delaware corporation (“TCO” or the “Senior Creditor”).
FIRST AMENDMENT TO MURABAHA FACILITY AGREEMENT Dated as of June 22, 2006Murabaha Facility Agreement • August 28th, 2007 • Tensar Corp • New York
This FIRST AMENDMENT TO MURABAHA FACILITY AGREEMENT (this “Amendment”) is between TCO FUNDING CORP. (“TCO”) and THE TENSAR CORPORATION, LLC (“Tensar”).
TENSAR INTERCREDITOR AGREEMENTTensar Intercreditor Agreement • August 28th, 2007 • Tensar Corp • New York
This TENSAR INTERCREDITOR AGREEMENT, is dated as of October 31, 2005, and entered into by and among Tensar Holdings, Inc., a Delaware corporation (“Tensar Holdings”), The Tensar Corporation, LLC, a Delaware limited liability company (“Tensar”), TCO FUNDING CORP., a Delaware corporation (“TCO”), CREDIT SUISSE, in its capacity as agent under the First Lien Lease/Purchase Facilities Documents (as defined below), including its successors and assigns from time to time (the “First Lien Agent”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., in its capacity as agent under the Second Lien Commodities Purchase Documents (as defined below), including its successors and assigns from time to time (the “Second Lien Agent”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.
SECOND AMENDMENT TO SECOND LIEN COMMODITIES PURCHASE FACILITY DOCUMENTS Dated as of July 26, 2007Purchase Facility Documents • August 28th, 2007 • Tensar Corp • New York
This SECOND AMENDMENT TO SECOND LIEN COMMODITIES PURCHASE FACILITY DOCUMENTS (this “Amendment”) is between TCO FUNDING CORP. (“TCO”), TENSAR CORPORATION (f/ka Tensar Holdings, Inc.) (“Tensar Holdings”), TENSAR HOLDINGS CORPORATION (f/k/a The Tensar Corporation) (“Holdings”), TENSAR CORPORATION, LLC (f/k/a The Tensar Corporation, LLC) (“Tensar”), TENSAR INTERNATIONAL CORPORATION (“Tensar International”), the other TENSAR PARTIES party hereto, ARCAPITA INVESTMENT FUNDING LIMITED (“AIFL”), AIA LIMITED (“AIA”) and AMERICAN CAPITAL FINANCIAL SERVICES, INC (the “Agent”).
PUT OPTION LETTERTensar Corp • August 28th, 2007
We refer to the Lease Financing and Purchase Option Agreement, dated as of the Effective Date, among you, Tensar Holdings, Inc., Credit Suisse, as administrative agent, and the undersigned (the “Agreement”). Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Agreement. In consideration of your entering into the Agreement and undertaking the transactions contemplated by the Agreement, we hereby grant to you the options described below:
TENSAR HOLDINGS, INC. 2005 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • August 28th, 2007 • Tensar Corp
Tensar Holdings Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its Common Stock, par value $.01 per share (the “Common Stock”), to the optionee named below, subject to the vesting and other terms and conditions set forth in the attached Agreement and in the Company’s 2005 Stock Incentive Plan (the “Plan”). Capitalized terms used herein which are defined in the Plan shall have the meanings set forth in the Plan, unless otherwise defined herein.
LEASE FINANCING AND PURCHASE OPTION AGREEMENT dated as of October 31, 2005 among TCO FUNDING CORP., as Lessor, TENSAR HOLDINGS, INC., THE TENSAR CORPORATION, LLC, as Lessee, and CREDIT SUISSE, as Administrative AgentLease Financing and Purchase Option Agreement • August 28th, 2007 • Tensar Corp
This LEASE FINANCING AND PURCHASE OPTION AGREEMENT (this “Agreement”), dated as of October 31, 2005, is made and entered into by and among TCO FUNDING CORP., a Delaware corporation ( “TCO”), The Tensar Corporation, LLC, a Georgia limited liability company (“Tensar”), Tensar Holdings, Inc. (“Tensar Holdings”), and Credit Suisse, as administrative agent for the benefit of TCO (“Administrative Agent”).
