EXHIBIT 4.26
 
EXECUTION COPY
 

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


J.P. MORGAN EUROPE LIMITED,
as London Agent


J.P. MORGAN SECURITIES INC.,
as Sole and Exclusive Arranger and Bookrunner



U.S.$1,245,000,000




 
     
 
 
 
 
 
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 J.P. MORGAN 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 J.P. Morgan 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:


 
     
 

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 Nixon 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 J.P. Morgan 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.

 
     
 

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.



CONSTELLATION BRANDS, INC.
 
By /s/ Thomas S. Summer
Name:
Thomas S. Summer
Title:
Executive Vice President and
Chief Financial Officer


 
     
 
 
 
SUBSIDIARY GUARANTORS

ALLBERRY, INC.
BRL HARDY (USA) INC.
BRL HARDY INVESTMENTS (USA) INC.
CLOUD PEAK CORPORATION
FRANCISCAN VINEYARDS, INC.
MT. VEEDER CORPORATION
PACIFIC WINE PARTNERS LLC
 
By /s/ Thomas D. Roberts
Name:
Thomas D. Roberts
Title:
Vice President and Assistant Treasurer
 

 
CANANDAIGUA WINE COMPANY, INC.
CONSTELLATION INTERNATIONAL
HOLDINGS LIMITED
ROBERTS TRADING CORP.
 
By /s/ Thomas D. Roberts
Name:
Thomas D. Roberts
Title:
Assistant Treasurer


BARTON INCORPORATED
BARTON BRANDS, LTD.
BARTON BEERS, LTD.
BARTON BEERS OF WISCONSIN, LTD.
BARTON BRANDS OF CALIFORNIA, INC.
BARTON BRANDS OF GEORGIA, INC.
BARTON CANADA, LTD.
BARTON DISTILLERS IMPORT CORP.
MONARCH IMPORT COMPANY
BARTON FINANCIAL CORPORATION
 
By /s/ Thomas D. Roberts
Name:
Thomas D. Roberts
Title:
Vice President
 

 
NOBILO HOLDINGS
 
By /s/ Thomas D. Roberts
Name:
Thomas D. Roberts
Title:
Vice President and Treasurer
 
 

 
     
 




CANANDAIGUA LIMITED
 
By /s/ Thomas S. Summer
Name:
Thomas S. Summer
Title:
Finance Director


CBI AUSTRALIA HOLDINGS PTY LIMITED
CONSTELLATION AUSTRALIA PTY LIMITED
 
By /s/ Thomas S. Summer
Name:
Thomas S. Summer
Title:
Chief Financial Officer
 


 
     
 


JPMORGAN CHASE BANK, individually and as Issuing Lender
and Administrative Agent
 
By /s/ John C. Riordan
Name:
John C. Riordan
Title:
Vice President



 
     
 


J.P. MORGAN EUROPE LIMITED,
as London Agent
 
By /s/ John C. Riordan
Name:
John C. Riordan
Title:
Vice President
 



     

 

CoBank, ABC, as Revolving Lender
 
By /s/ Sushim R. Shah
Name:
Sushim R. Shah
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/ Betty Mills
Name:
Betty Mills
Title:
Executive Director
   
   
By /s/Rebecca Morrow   
Name:
Rebecca Morrow
Title:
Executive Director

 
     
 



Wells Fargo Bank, N.A., as Revolving Lender
 
By /s/ Michelle Saenz
Name:
Michelle Saenz
Title:
Vice President


 
     
 

[to be completed by each Revolving Lender]

The Bank of Nova Scotia, as Revolving Lender
 
By /s/ Todd S. Meller
Name:
Todd S. Meller
Title:
Managing Director


 
     
 



SunTrust Bank, as Revolving Lender
 
By /s/ Mike Lapresi
Name:
Mike Lapresi
Title:
Managing Director


 
     
 


Commonwealth Bank of Australia, Grand Cayman Branch,
as Revolving Lender
 
By /s/ Roger Knott
Name:
Roger Knott
Title:
Head of Risk Management, Americas


 
     
 


FLEET NATIONAL BANK, a Bank of America
Company, as Swingline Lender and Revolving
Lender
 
By /s/ Colleen O'Brien
Name:
Colleen O'Brien
Title:
Vice President
   
Revolving Loan Commitment: $26,000,000.00*

 


* Reflects the combined commitments of Fleet National Bank and Bank of America, N.A.

 
     
 
 

 
HARRIS TRUST AND SAVINGS BANK,
as Revolving Lender
 
By /s/ William A. Bishop
Name:
William A. Bishop
Title:
Managing Director


 
     
 

[to be completed by each Revolving Lender]
 

BARCLAYS BANK PLC, as Revolving Lender
 
By /s/ Nicholas Bell
Name:
Nicholas Bell
Title:
Director


 
     
 


HSBC Bank USA, National Association, as
Revolving Lender
 
By /s/ Richard L. Ford
Name:
Richard L. Ford
Title:
Vice President


 
     
 


[to be completed by each Revolving Lender]

M&T Bank, as Revolving Lender
 
By /s/ Philip M. Smith
Name:
Philip M. Smith
Title:
Regional Senior Vice President


 
     
 


Farm Credit Services of Mid-America, PCA,
as Revolving Lender
 
By /s/ Gregory A. Beachy
Name:
Gregory A. Beachy
Title:
Vice President-Risk Management


 
     
 

[to be completed by each Revolving Lender]

United Overseas Bank Limited, New York
Agency as Revolving Lender
 
By /s/ Kwong Yew Wong
Name:
Kwong Yew Wong
Title:
Agent & General Manager
   
By /s/ Philip Cheong
Name:
Philip Cheong
Title:
VP& Deputy General Manager


 
     
 


Citicorp North America, Inc., as Revolving Lender
 
By /s/ Robert Kane
Name:
Robert Kane
Title:
Vice President


 
     
 


AMERICA AGCREDIT, PCA
 
By /s/ James Cooper
Name:
James Cooper
Title:
Vice President


 
     
 

 
 

UBS AG, Cayman Islands Branch, as
Revolving Lender
 
By /s/ Wilfred V. Saint
Name:
Wilfred V. Saint
Title:
Director Banking Products
Services, US
   
By /s/ Salloz Sikka
Name:
Salloz Sikka
Title:
Associate Director Banking
Products Services, US

 
 
     
 

[to be completed by each Revolving Lender]

 
 

Credit Industriel et Commercial as
Revolving Lender
 
By /s/ Anthony Rock             /s/ Brian O'Leary
Name:
Anthony Rock       Brian O'Leary
Title:
Vice President       Vice President

 
     
 



KEYBANK NATIONAL ASSOCIATION, as Revolving Lender
 
By /s/ David J. Wechter
Name:
David J. Wechter
Title:
Vice President


 
     
 



U.S. BANK NATIONAL ASSOCIATION,
as Revolving Lender
 
By /s/ John W. Ball
Name:
John W. Ball
Title:
Vice President



 
     
 


Merrill Lynch Business Financial Services Inc.,
as Revolving Lender
 
By /s/ Timothy G. Beh
Name:
Timothy G. Beh
Title:
Vice President


 
     
 


THE BANK OF NEW YORK, as Revolving Lender
 
By /s/ David S. Csatari
Name:
David S. Csatari
Title:
Vice President


 
     
 



JPMORGAN CHASE BANK, as New Tranche A
Term Loan Lender
 
By /s/ John C. Riordan
Name:
John C. Riordan
Title:
Vice President
   
New Tranche A Term Loan Refinancing
Commitment $26,521,875


 
     
 



CoBank, ACB, as New Tranche A Term Loan
Lender
 
By /s/ Sushim R. Shah
Name:
Sushim R. Shah
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/ Betty Mills
Name:
Betty Mills
Title:
Executive Director
   
By /s/ Rebecca Morrow
Name:
Rebecca Morrow
Title:
Executive Director
   
New Tranche A Term Loan
Refinancing Commitment: $28,893,750
 
 
     
 


Wells Fargo Bank, N.A., as New Tranche A
Term Loan Lender
 
By /s/ Michelle Saenz
Name:
Michelle Saenz
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/ Todd S. Meller
Name:
Todd S. Meller
Title:
Managing Director
   
 New Tranche A Term Loan Refinancing Commitment: $17,250,000

 

 
     
 


SunTrust Bank, as New Tranche A
Term Loan Lender
 
By /s/ Mike Lapresi
Name:
Mike LaPresi
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/ Roger Knott
Name:
Roger Knott
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/ Colleen O'Brien
Name:
Colleen O'Brien
Title:
Vice President
   
New Tranche A Term Loan Refinancing
Commitment: $22,425,000.00


 
     
 



HARRIS TRUST AND SAVINGS BANK,
as New Tranche A Term Loan Lender
 
By /s/ William A. Bishop
Name:
William A. Bishop
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/ Nicholas Bell
Name:
Nicholas Bell
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. Carroll
Name:
John M. Carroll
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/ Philip M. Smith
Name:
Philip M. Smith
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/ Gregory A. Beachy
Name:
Gregory A. Beachy
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/ Kwong Yew Wong
Name:
Kwong Yew Wong
Title:
Agent & General Manager
 
By /s/ Philip Cheong
Name:
Philip Cheong
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/ Robert Kane
Name:
Robert Kane
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/ James Cooper
Name:
James Cooper
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/ Wilfred V. Saint
Name:
Wilfred V. Saint
Title:
Director Banking Products
Services, US
   
By /s/ Salloz Sikka
Name:
Salloz Sikka
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/ Anthony Rock                           /s/ Brian O'Leary
Name:
Anthony Rock         Brian O'Leary
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/ Michael J. Vegh
Name:
Michael J. Vegh
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/ John W. Ball
Name:
John W. Ball
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/ Douglas I. Glickman
Name:
Douglas I. Glickman
Title:
Vice President
   
By /s/ Charles W. Polet
Name:
Charles W. Polet
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/ David S. Csatari
Name:
David S. Csatari
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/ Paul Judicke
Name:
Paul Judicke
Title:
Director
Erste Bank New York Branch
   
New Tranche A Term Loan Refinancing
Commitment: $7,762,500.00
 
By /s/ John Fay
 
John Fay
Vice President
Erste Bank New York Branch
 

 
     
 

JPMORGAN CHASE BANK, as New Tranche B
Term Loan Lender
 
By /s/ John C. Riordan
Name:
John C. Riordan
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/ Diana M. Himes
Name:
Diana M. Himes
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/ Diana M. Himes
Name:
Diana M. Himes
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/ Diana M. Himes
Name:
Diana M. Himes
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/ Anna Popovici
Name:
Anna Popovici
Title:
Associate
   
New Tranche B Term Loan Refinancing
Commitment: $2,500,000


 
     
 


American AgCredit, PCA, as New
Tranche B Term Loan Lender
 
By /s/ James Cooper
Name:
James Cooper
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/ Yvonne E. Stevens
Name:
Yvonne E. Stevens
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/ Leanne Stavrakis
Name:
Leanne Stavrakis
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/ Leanne Stavrakis
Name:
Leanne Stavrakis
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/ Yvonne E. Stevens
Name:
Yvonne E. Stevens
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/ Dorian Herrera
Name:
Dorian Herrera
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/ Dorian Herrera
Name:
Dorian Herrera
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/ Leanne Stavrakis
Name:
Leanne Stavrakis
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/ Leanne Stavrakis
Name:
Leanne Stavrakis
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/ Leanne Stavrakis
Name:
Leanne Stavrakis
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/ David P. Wells, CFA
Name:
David P. Wells, 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/ David P. Wells
Name:
David P. Wells, 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/ David P. Wells
Name:
David P. Wells, 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/ David P. Wells
Name:
David P. Wells, 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
TRYON CLO, LTD. 2000-I
By: Babson Capital Management LLC
as Collateral Manager
 
By /s/ David P. Wells
Name:
David P. Wells, 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/ David P. Wells
Name:
David P. Wells, 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/ David P. Wells
Name:
David P. Wells, 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/ David P. Wells
Name:
David P. Wells, 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
BILL & MELINDA GATES FOUNDATION
By: Babson Capital Management LLC
as Investment Adviser
 
By /s/ MaryAnn Spencer
Name:
MaryAnn Spencer
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/ MaryAnn Spencer
Name:
MaryAnn Spencer
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/ MaryAnn Spencer
Name:
MaryAnn Spencer
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/ MaryAnn Spencer
Name:
MaryAnn Spencer
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/ Diana M. Himes
Name:
Diana M. Himes
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 Condron
Name:
Piyaratana Condron
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/ Peter Konigsmann
Name:
Peter 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/ S. Valia
Name:
S. Valia
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]

Hamilton Floating Rate Fund, LLC,
as New Tranche B Term Loan Lender
 
By /s/ Dean Stephan
Name:
Dean Stephan
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/ Linda Pace
Name:
Linda Pace
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/ Linda Pace
Name:
Linda Pace
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/ Linda Pace
Name:
Linda Pace
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/ John M. Casparian
Name:
John M. Casparian
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/ James Nessel
Name:
James Nessel
Title:
Director
   
New Tranche B Term Loan Refinancing
Commitment: $2,000,000


 
     
 



CoBank, ACB, as New Tranche B
Term Loan Lender
 
By /s/ Sushim R. Shah
Name:
Sushim R. Shah
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/ Anthony Rock                             /s/ Brian O'Leary
Name:
Anthony Rock           Brian O'Leary
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/ David H. Lerner
Name:
David H. Lerner
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/ David H. Lerner
Name:
David H. Lerner
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/ Paul Judicke
Name:
Paul Judicke
Title:
Director
Erste Bank New York Branch
   
 
New Tranche B Term Loan Refinancing
Commitment: $5,995,332.17
 
   
By /s/ John Fay
 
John Fay
 
Vice President
Erste Bank New York Branch

 
     
 



Farm Credit Services of Mid-America,
PCA, as New Tranche B Term
Loan Lender
 
By /s/ Gregory A. Beachy
Name:
Gregory A. Beachy
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/ Colleen O'Brien
Name:
Colleen O'Brien
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/ Tyler Chan
Name:
Tyler Chan
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/ Robert M. Kadlick
Name:
Robert M. Kadlick
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]

JP MORGAN CHASE BANK, as
New Tranche B Term Loan Lender
 
By /s/ Eugene O'Neill
Name:
Eugene O'Neill
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/ Scott Inglis
Name:
Scott Inglis
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/ Lawrence Truglio
Name:
Lawrence Truglio
Title:
Director
   
New Tranche B Term Loan Refinancing
Commitment: $3,125,000


 
     
 


[to be completed by each New Tranche B Term Loan Lender]

Morgan Stanley Prime Income Trust, as New
Tranche B Term Loan Lender
 
By /s/ Elizabeth Bodisch
Name:
Elizabeth Bodisch
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/ Chris Siddons
Name:
Chris Siddons
Title:
Director
   
New Tranche B Term Loan Refinancing
Commitment: $3,125,000


 
     
 



NATIONAL CITY BANK, as New
Tranche B Term Loan Lender
 
By /s/ Tony J. Daher
Name:
Tony J. Daher
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/ Larry Mason
Name:
Larry Mason
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/ Michael B. Nechamkin
Name:
Michael B. Nechamkin
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/ Michael B. Nechamkin
Name:
Michael B. Nechamkin
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/ Michael B. Nechamkin
Name:
Michael B. Nechamkin
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/ Michael B. Nechamkin
Name:
Michael B. Nechamkin
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]
 
 

Dryden III Leveraged Loan CDO 2002
By: Prudential Investment Management, Inc.,
as Collateral Manager, as New Tranche B
Term Loan Lender
 
By /s/ B. Ross Smeed
Name:
B. Ross Smeed
Title:
Vice President
   
New Tranche B Term Loan Refinancing
Commitment: $2,500,000


 
     
 

[to be completed by each New Tranche B Term Loan Lender]
 

Dryden V Leveraged Loan CDO 2003
By: Prudential Investment Management, Inc.,
as Collateral Manager, as New
Tranche B Term Loan Lender
 
By /s/ B. Ross Smeed
Name:
B. Ross Smeed
Title:
Vice President
   
New Tranche B Term Loan Refinancing
Commitment: $2,500,000

 

 
     
 

[to be completed by each New Tranche B Term Loan Lender]
 

Dryden VII Leveraged Loan CDO 2004
By: Prudential Investment Management, Inc.,
as Collateral Manager, as New Tranche B
Term Loan Lender
 
By /s/ B. Ross Smeed
Name:
B. Ross Smeed
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. Ross Smeed
Name:
B. Ross Smeed
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/ Betty Mills
Name:
Betty Mills
Title:
Executive Director
 
By /s/ Rebecca Morrow
Name:
Rebecca Morrow
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/ Elizabeth A. Quirk
Name:
Elizabeth A. Quirk
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/ Dorian Herrera
Name:
Dorian Herrera
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/ Dorian Herrera
Name:
Dorian Herrera
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/ Stacey Malek
Name:
Stacey Malek
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. Steven Kalin
Name:
G. Steven Kalin
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/ Dorian Herrera
Name:
Dorian Herrera
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/ Dorian Herrera
Name:
Dorian Herrera
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. Steven Kalin
Name:
G. Steven Kalin
Title:
Senior Vice President
   
By /s/ Richard F. Kurth
Name:
Richard F. Kurth
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. Steven Kalin
Name:
G. Steven Kalin
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. Steven Kalin
Name:
G. Steven Kalin
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/ Wilfred V. Saint
Name:
Wilfred V. Saint
Title:
Director
Banking Products Services, US
 
By /s/ Salloz Sikka
Name:
Salloz Sikka
Title:
Associate Director
Banking Products Services, US
   
New Tranche B Term Loan Refinancing
Commitment: $1,250,000


 
     
 


VAN KAMPEN
SENIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.,
as New Tranche B Term Loan Lender
 
By /s/ Christina Jamieson
Name:
Christina Jamieson
Title:
Executive Director
   
New Tranche B Term Loan Refinancing
Commitment: $6,375,000


 
     
 


VAN KAMPEN
SENIOR LOAN FUND
By: Van Kampen Investment Advisory Corp.,
as New Tranche B Term Loan Lender
 
By /s/ Christina Jamieson
Name:
Christina Jamieson
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/ Steven L. Sawyer
Name:
Steven L. Sawyer
Title:
Vice President
   
New Tranche B Term Loan Refinancing
Commitment: $6,250,000.00


 
     
 



Wells Fargo Bank, N.A., as New
Tranche B Term Loan Lender
 
By /s/ Michelle Saenz
Name:
Michelle Saenz
Title:
Vice President
   
New Tranche B Term Loan Refinancing
Commitment: $6,250,000.00