Exhibit 10.1


 


Execution
Version


 


THIRD
AMENDMENT, dated as of December 13, 2005 (this “Amendment”), to the
CREDIT AGREEMENT dated as of July 30, 2004 (as amended by the First
Amendment, dated as of October 8, 2004 and by the Second Amendment, dated
as of December 10, 2004 and as otherwise amended, supplemented or modified
from time to time, the “Credit Agreement”), among ROCKWOOD SPECIALTIES
GROUP, INC., a Delaware corporation (the “US Borrower”), ROCKWOOD
SPECIALTIES LIMITED, a company incorporated under the laws of England and Wales
(the “UK Borrower”), ROCKWOOD SPECIALTIES INTERNATIONAL, INC., a
Delaware corporation (“Holdings”), the lending institutions from time to
time parties thereto, CREDIT SUISSE (formerly known as Credit Suisse First
Boston) (“Credit Suisse”), acting through its Cayman Islands Branch, as
Administrative Agent and as Collateral Agent, and GOLDMAN SACHS CREDIT PARTNERS
L.P. (“GSCP”), and USB SECURITIES LLC (“UBS”), as Co-Syndication
Agents.


 


A.  The
Borrowers have requested that the Credit Agreement be amended to, among other
things, provide for new Tranche E Term Loans, the proceeds of which will be
used to repay in full all currently outstanding Tranche D Term Loans, and to
also provide for new Tranche F Term Loans, the proceeds of which will be used
to repay in full all currently outstanding Tranche C Term Loans.  The Borrowers have appointed Credit Suisse
and GSCP to act as exclusive joint lead arrangers and exclusive joint
bookrunners for this Amendment and have agreed that Credit Suisse will have “left”
placement in any and all marketing materials or other documentation used in
connection with this Amendment and the Syndication of the Tranche E Term Loans
and the Tranche F Term Loans.


 


B.  Each existing Lender with a Tranche D Term Loan
Commitment or with outstanding Tranche D Term Loans (an “Existing Tranche D
Term Loan Lender”) that executes and delivers a signature page to this
Amendment specifically in the capacity of a “Continuing Tranche D Term Loan
Lender” (a “Continuing Tranche D Term Loan Lender”) will be deemed upon
the Third Amendment Effective Date to have agreed to the terms of this
Amendment and to have made a commitment to make Tranche E Term Loans in an
aggregate principal amount up to, but not in excess of, the aggregate principal
amount of such Existing Tranche D Term Loan Lender’s outstanding Tranche D Term
Loans immediately prior to the Third Amendment Effective Date (“Existing Tranche
D Term Loans”).  Each Existing
Tranche D Term Loan Lender that executes and delivers this Amendment solely in
the capacity as an Existing Tranche D Term Loan Lender and not specifically as
a Continuing Tranche D Term Loan Lender shall be deemed to have agreed to this
Amendment, but will not be deemed by virtue of such execution and delivery to
have undertaken any commitment to make Tranche E Term Loans.


 


C.  Each existing Lender with a Tranche C Term
Loan Commitment or with outstanding Tranche C Term Loans (an “Existing
Tranche C Term Loan Lender”) that executes and delivers a signature page to
this Amendment specifically in the capacity of a “Continuing Tranche C Term
Loan Lender” (a “Continuing Tranche C Term Loan Lender”) will be deemed
upon the Third Amendment Effective Date to have agreed to the terms of this
Amendment and to have made a commitment to make Tranche F Term Loans in an
aggregate principal amount up to, but not in excess of, the aggregate principal
amount of such Existing Tranche C Term Loan Lender’s outstanding Tranche C Term
Loans immediately prior to the Third Amendment Effective Date (“Existing Tranche
C Term Loans”).  Each Existing
Tranche C Term Loan Lender that executes and delivers this Amendment solely in
the capacity as an Existing Tranche


 





















 


C Term Loan Lender and not specifically as a Continuing Tranche C Term
Loan Lender shall be deemed to have agreed to this Amendment, but will not be
deemed by virtue of such execution and delivery to have undertaken any
commitment to make Tranche F Term Loans.


 


D.  Each Person (other than a Continuing Tranche
D Term Loan Lender in its capacity as such) that agrees to make Tranche E Term
Loans (an “Additional Tranche E Term Loan Lender”) will, on the Third
Amendment Effective Date, make such Tranche E Term Loans to the US Borrower in
the manner contemplated by Section 3. 
The cash proceeds to the US Borrower of any such Tranche E Term Loans
will be used solely to repay in full the outstanding principal amount of Existing
Tranche D Term Loans of Existing Tranche D Term Loan Lenders (other than any
such Existing Tranche D Term Loans refinanced pursuant to an exchange thereof
for Tranche E Term Loans as provided herein) and to pay fees and expenses in
connection with such prepayments and with this Amendment.


 


E.  Each Person (other than a Continuing Tranche
C Term Loan Lender in its capacity as such) that agrees to make Tranche F Term
Loans (an “Additional Tranche F Term Loan Lender”) will, on the Third
Amendment Effective Date, make such Tranche F Term Loans to the US Borrower in
the manner contemplated by Section 4. 
The cash proceeds to the US Borrower of any such Tranche F Term Loans
will be used solely to repay in full the outstanding principal amount of
Existing Tranche C Term Loans of Existing Tranche C Term Loan Lenders (other
than any such Existing Tranche C Term Loans refinanced pursuant to an exchange
thereof for Tranche F Term Loans as provided herein) and to pay fees and
expenses in connection with such prepayments and with this Amendment.


 


F.  The Required Lenders are willing to effect
such amendment (and the other amendments set forth herein), the Continuing
Tranche D Term Loan Lenders and the Additional Tranche E Term Loan Lenders are
willing to make Tranche E Term Loans as contemplated hereby, and the Continuing
Tranche C Term Loan Lenders and the Additional Tranche F Term Loan Lenders are
willing to make Tranche F Term Loans as contemplated hereby, in each case, on
the terms and subject to the conditions of this Amendment.


 


G.  Capitalized
terms used but not defined herein shall have the meanings assigned to such terms
in the Credit Agreement, as amended hereby.


 


Accordingly,
in consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto agree as follows:


 


SECTION 1.  Amendment of the Credit Agreement.  The Credit Agreement is hereby amended,
effective as of the Third Amendment Effective Date, as follows:


 


(a)  Amendment of Section 1.01.  Section 1.01 is hereby revised by


 


(i) inserting the following definitions in the appropriate
alphabetical order therein:


 


“Continuing Tranche C Term Loan Lenders” shall mean those
Lenders under the Credit Agreement immediately prior to the Third Amendment
Effective Date that execute and deliver a


 


2





















 


signature page to the
Third Amendment specifically in the capacity of a “Continuing Tranche C Term
Loan Lender”.


 


“Continuing Tranche D Term Loan Lenders” shall mean those
Lenders under the Credit Agreement immediately prior to the Third Amendment
Effective Date that execute and deliver a signature page to the Third
Amendment specifically in the capacity of a “Continuing Tranche D Term Loan Lender”.


 


“New Tranche E Term Loan” shall have the meaning provided in Section 2.14.


 


“New Tranche E Term Loan Commitments” shall have the meaning
provided in Section 2.14.


 


“New Tranche E Term Loan Lender” shall have the meaning provided
in Section 2.14.


 


“Required Tranche E Term Loan Lenders” shall mean, at any date,
Non-Defaulting Lenders having or holding a majority of the sum of (a) the
portion of the Adjusted Total Term Loan Commitment that relates to Tranche E
Term Loan Commitments at such date and (b) the outstanding principal
amount of the Tranche E Term Loans (excluding the Tranche E Term Loans held by
Defaulting Lenders) in the aggregate at such date.


 


“Required Tranche F Term Loan Lenders” shall mean, at any date,
Non-Defaulting Lenders having or holding a majority of the sum of (a) the
portion of the Adjusted Total Term Loan Commitment that relates to Tranche F
Term Loan Commitments at such date and (b) the outstanding principal
amount of the Tranche F Term Loans (excluding the Tranche F Term Loans held by
Defaulting Lenders) in the aggregate at such date.


 


“Third Amendment” shall
mean the Third Amendment to this Agreement, dated as of December 13, 2005.


 


“Third Amendment Effective
Date” shall mean the date on which the Third Amendment becomes effective.


 


 “Tranche E Repayment Amount” shall
have the meaning provided in Section 2.5(b)(iii).


 


“Tranche F Repayment
Amount” shall have the meaning provided in Section 2.5(b)(iv).


 


 “Tranche E Repayment Date” shall
have the meaning provided in Section 2.5(b)(iii).


 


“Tranche F Repayment
Date” shall have the meaning provided in Section 2.5(b)(iv).


 


“Tranche E Term Loan”
shall mean a Loan made to the US Borrower in Dollars on the Third Amendment
Effective Date pursuant to Section 3 of the Third Amendment.  On the Third Amendment Effective Date, the
aggregate principal amount of the Tranche E Term Loans shall be $1,139,275,000.00.


 


“Tranche F Term Loan”
shall mean a Loan made to the US Borrower in Euro on the Third Amendment
Effective Date pursuant to Section 4 of the Third Amendment.  On the Third


 


3





















 


Amendment
Effective Date, the aggregate principal amount of the Tranche F Term Loans
shall be €273,436,416.19.


 


“Tranche E Term Loan
Commitment” shall mean, with respect to each Lender, the commitment of such
Lender to make Tranche E Term Loans hereunder pursuant to Section 3 of the
Third Amendment on the Third Amendment Effective Date.  The amount of each Lender’s Tranche E Term
Loan Commitment is set forth on Schedule A to the Third Amendment (as
appended to the Third Amendment on the Third Amendment Effective Date) or in
the Assignment and Acceptance pursuant to which such Lender assumed its Tranche
E Term Loan Commitment, in each case as the same may be changed from time to
time pursuant to the terms hereof.


 


“Tranche F Term Loan
Commitment” shall mean, with respect to each Lender, the commitment of such
Lender to make Tranche F Term Loans hereunder pursuant to Section 4 of the
Third Amendment on the Third Amendment Effective Date.  The amount of each Lender’s Tranche F Term
Loan Commitment is set forth on Schedule B to the Third Amendment (as
appended to the Third Amendment on the Third Amendment Effective Date) or in
the Assignment and Acceptance pursuant to which such Lender assumed its Tranche
F Term Loan Commitment, in each case as the same may be changed from time to
time pursuant to the terms hereof.


 


 “Tranche E Term Loan Lender” shall mean
each Lender with a Tranche E Term Loan Commitment or with outstanding Tranche E
Term Loans.


 


“Tranche F Term Loan Lender”
shall mean each Lender with a Tranche F Term Loan Commitment or with
outstanding Tranche F Term Loans.


 


 “Tranche E Term Loan Maturity Date”
shall mean the date that is eight years after the Funding Date, or, if such
date is not a Business Day, the next preceding Business Day; provided, however,
that the Tranche E Term Loan Maturity Date will automatically become the
Refinancing Date in the event that on or prior to the Refinancing Date either (a) the
Subordinated Notes shall not have been extended, renewed, replaced or otherwise
refinanced in full in accordance with the terms hereof by Indebtedness which
shall have a final maturity no earlier than (and which shall not require any
mandatory payments of principal in excess of $75,000,000 (except pursuant to
asset sale or change of control provisions that are no more materially adverse
to the interests of the Lenders than those relating to the Subordinated Notes
as in effect on the date hereof) any earlier than) the date that is 182 days
following the date that is eight years after the Funding Date or (b) legal
defeasance or similar arrangements reasonably satisfactory to the
Administrative Agent shall not have been made for the repayment or redemption
of the Subordinated Notes in full.


 


“Tranche F Term Loan
Maturity Date” shall mean the date that is eight years after the Funding
Date, or, if such date is not a Business Day, the next preceding Business Day; provided,
however, that the Tranche F Term Loan Maturity Date will automatically
become the Refinancing Date in the event that on or prior to the Refinancing
Date either (a) the Subordinated Notes shall not have been extended,
renewed, replaced or otherwise refinanced in full in accordance with the terms
hereof by Indebtedness which shall have a final maturity no earlier


 


4





















 


than (and
which shall not require any mandatory payments of principal in excess of
$75,000,000 (except pursuant to asset sale or change of control provisions that
are no more materially adverse to the interests of the Lenders than those
relating to the Subordinated Notes as in effect on the date hereof) any earlier
than) the date that is 182 days following the date that is eight years after
the Funding Date or (b) legal defeasance or similar arrangements
reasonably satisfactory to the Administrative Agent shall not have been made
for the repayment or redemption of the Subordinated Notes in full.


 


(ii) revising the
definitions of the terms set forth below to read as follows:


 


“Applicable ABR Margin”
shall mean at any date, with respect to each ABR Loan that is a Revolving
Credit Loan, a Swingline Loan or a Tranche E Term Loan, the applicable
percentage per annum set forth below based upon the Status in effect on such
date:


 


	
  Status

  	
   

  	
  Applicable
  ABR

  Margin Revolving

  Credit Loans and

  Swingline Loans

  	
   

  	
  Applicable
  ABR

  Margin Tranche

  E Term Loans

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level I
  Status

  	
   

  	
  1.25

  	
  %

  	
  0.75

  	
  %

  
	
  Level II
  Status

  	
   

  	
  1.00

  	
  %

  	
  0.75

  	
  %

  
	
  Level III
  Status

  	
   

  	
  0.75

  	
  %

  	
  0.50

  	
  %

  
	
  Level IV
  Status

  	
   

  	
  0.50

  	
  %

  	
  0.50

  	
  %

  



 


Notwithstanding the foregoing, (a) the
term “Applicable ABR Margin” shall mean, with respect to each ABR Loan that is
a Revolving Credit Loan or a Swingline Loan, 1.25% during the period from and
including the Funding Date to but excluding the Initial Financial Statement
Delivery Date and (b) in the event that the Tranche E Term Loans shall at
any time be rated at least Ba3 by Moody’s and at least BB- by S&P, the term
“Applicable ABR Margin” shall mean, from and after such date and until such
time as such rating shall no longer be applicable, with respect to each ABR
Loan that is a Tranche E Term Loan, the applicable percentage per annum set
forth above based upon the Status in effect on such date minus 0.25%.


 


“Applicable Eurodollar
Margin” shall mean at any date with respect to each Eurodollar Loan that is
a Revolving Credit Loan, a Tranche A-1 Term Loan, a Tranche A-2 Term Loan, a
Tranche E Term Loan or a Tranche F Term Loan, the applicable percentage per
annum set forth below based upon the Status in effect on such date:


 


5





















 


	
  Status

  	
   

  	
  Applicable
  Eurodollar

  Margin Revolving

  Credit Loans,

  Tranche A-1 Term

  Loans and Tranche A-2

  Term Loans

  	
   

  	
  Applicable
  Eurodollar

  Margin Tranche E

  Term Loans

  	
   

  	
  Applicable

  Eurodollar

  Margin Tranche F

  Term Loans

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level I
  Status

  	
   

  	
  2.50

  	
  %

  	
  2.00

  	
  %

  	
  2.75

  	
  %

  
	
  Level II
  Status

  	
   

  	
  2.25

  	
  %

  	
  2.00

  	
  %

  	
  2.75

  	
  %

  
	
  Level III
  Status

  	
   

  	
  2.00

  	
  %

  	
  1.75

  	
  %

  	
  2. 50

  	
  %

  
	
  Level IV
  Status

  	
   

  	
  1.75

  	
  %

  	
  1.75

  	
  %

  	
  2.50

  	
  %

  



 


Notwithstanding the foregoing, (a) the
term “Applicable Eurodollar Margin” shall mean, with respect to each Eurodollar
Loan that is a Revolving Credit Loan, a Tranche A-1 Term Loan or a Tranche
A-2 Term Loan, 2.50% during the period from and including the Funding Date to
but excluding the Initial Financial Statement Delivery Date, (b) in the
event that the Tranche E Term Loans shall at any time be rated at least Ba3 by
Moody’s and at least BB- by S&P, the term “Applicable Eurodollar Margin”
shall mean, from and after such date and until such time as such ratings shall
no longer be applicable, with respect to each Eurodollar Loan that is a Tranche
E Term Loan, the applicable percentage per annum set forth above based upon the
Status in effect on such date minus 0.25% and (c) in the event that the
Tranche F Term Loans shall at any time be rated at least Ba3 by Moody’s and at
least BB- by S&P, the term “Applicable Eurodollar Margin” shall mean, from
and after such date and until such time as such ratings shall no longer be
applicable, with respect to each Eurodollar Loan that is a Tranche F Term Loan,
the applicable percentage per annum set forth above based upon the Status in
effect on such date minus 0.25%.


 


 “Class”, when used in reference to any
Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are Revolving Credit Loans, New Revolving Loans, Tranche A-1 Term
Loans, Tranche A-2 Term Loans, Tranche E Term Loans, New Tranche E Term Loans
(or each Series), Tranche F Term Loans or Swingline Loans and, when used in
reference to any Commitment, refers to whether such Commitment is a Revolving
Credit Commitment, New Revolving Credit Commitment, Tranche A Term Loan
Commitment, Tranche E Term Loan Commitment, New Tranche E Term Loan Commitment
or Tranche F Term Loan Commitment.


 


“Lenders” shall mean (a) the
Persons listed on Schedule 1.1(c), (b) effective as of the Third
Amendment Effective Date, the Persons listed on Schedule A and Schedule B
to the Third Amendment (as appended to the Third Amendment on the Third
Amendment Effective Date) and (c) any other Person that becomes a party
hereto pursuant to an Assignment and Acceptance, other than any such Person
that ceases to be a party hereto pursuant to an Assignment and Acceptance or
otherwise ceases to have any Loans or Commitments hereunder.


 


“Term Loan” shall mean
any Tranche A-1 Term Loan, Tranche A-2 Term Loan, Tranche E Term Loan or
Tranche F Term Loan (or, as the context may require, any other term loan made
hereunder prior to the Third Amendment Effective Date).


 


6





















 


(iii) in the definition of
“Commitments” deleting the words “New Tranche D Term Loan Commitment” from the
second and third lines thereof and replacing them with the words “New Tranche E
Term Loan Commitment”.


 


(iv) in the definition of “Loan”
deleting the words “New Tranche D Term Loan” in the second line thereof and
replacing them with the words “New Tranche E Term Loan”.


 


(v) in the definition of “Maturity
Date” (A) deleting the words “Tranche D Term Loan Maturity Date” from the
second line thereof and replacing them with the words “Tranche E Term Loan
Maturity Date” and (B) deleting the words “Tranche C Term Loan Maturity
Date” from the third line thereof and replacing them with the words “Tranche F
Term Loan Maturity Date”.


 


(vi) in the definition of “Permitted
Additional Notes” deleting the words “New Tranche D Loans” from the nineteenth
and twentieth lines thereof and replacing them with the words “New Tranche E
Term Loans”.


 


(vii) in the definition of
“Repayment Amount” (A) deleting the words “Tranche D Repayment Amount or
any Tranche C Repayment amount” from the second and third lines thereof and
replacing them with the words “Tranche E Repayment Amount or any Tranche F
Repayment Amount”.


 


(viii) in the definition
of “Repayment Date” deleting the words “Tranche D Repayment Date or a Tranche C
Repayment Date” from the second line thereof and replacing them with the words “Tranche
E Repayment Date or a Tranche F Repayment Date”.


 


(ix) in the definition of “Term
Loan Commitment” deleting the words “Tranche D Term Loan Commitment and Tranche
C Term Loan Commitment” from the second and third lines thereof and replacing
them with the words “Tranche E Term Loan Commitment and Tranche F Term Loan
Commitment”.


 


(x) in the definition of “Total
Term Loan Commitment” deleting the words “New Tranche D Term Loan Commitments”
from the second line thereof and replacing them with the words “New Tranche E
Term Loan Commitments”.


 


(xi) in the definition of “Type”
(A) deleting the words “Tranche C Term Loan” from the second line thereof
and replacing it with “Tranche F Term Loan” and (B) deleting the words “Tranche
D Term Loan” from the third line thereof and replacing them with the words “Tranche
E Term Loan”.


 


and


 


(xii) deleting the following
definitions in their entirety:  “New
Tranche D Term Loan”, “New Tranche D Term Loan Commitments”, “New Tranche D
Term Loan Lender”, “Required Tranche C Lenders”, “Required Tranche D Lenders”, “Tranche
C Repayment Amount”, “Tranche D Repayment Amount”, “Tranche C Repayment Date”, “Tranche
D Repayment Date”, “Tranche C Term Loan”, “Tranche D Term Loan”, “Tranche C
Term Loan Commitment”, “Tranche D Term Loan Commitment”, “Tranche C Term Loan
Maturity Date” and “Tranche D Term Loan Maturity Date”.


 


7





















 


(b)  Amendment
of Section 2.1.  Section 2.1(a)(iv) is
deleted in its entirety and replaced with the following:  “each Lender having a Tranche E Term Loan
Commitment severally agrees, pursuant to the Third Amendment, to make a Tranche
E Term Loan or Tranche E Term Loans on the Third Amendment Effective Date to
the US Borrower in Dollars, which Tranche E Term Loans shall not exceed for any
such Lender the Tranche E Term Loan Commitment of such Lender as of the Third
Amendment Effective Date, provided that each Continuing Tranche D Term
Loan Lender having a Tranche E Term Loan Commitment shall make Tranche E Term Loans
on the Third Amendment Effective Date by exchanging its existing term loans
designated as “Tranche D Term Loans” under the Credit Agreement immediately
prior to the Third Amendment Effective Date for Tranche E Term Loans in the
manner contemplated by Section 3 of the Third Amendment”.


 


Section 2.1(a)(v) is
deleted in its entirety and replaced with the following: “each Lender having a
Tranche F Term Loan Commitment severally agrees, pursuant to the Third
Amendment, to make a Tranche F Term Loan or Tranche F Term Loans on the Third
Amendment Effective Date to the US Borrower in Euro, which Tranche F Term Loans
shall not exceed for any such Lender the Tranche F Term Loan Commitment of such
Lender as of the Third Amendment Effective Date, provided that each
Continuing Tranche C Term Loan Lender having a Tranche F Term Loan Commitment
shall make Tranche F Term Loans on the Third Amendment Effective Date by
exchanging its existing term loans designated as “Tranche C Term Loans” under
the Credit Agreement immediately prior to the Third Amendment Effective Date
for Tranche F Term Loans in the manner contemplated by Section 4 of the
Third Amendment”.


 


The second
paragraph of Section 2.1(a) is deleted in its entirety and replaced
with the following: “Such Term Loans shall be made on the Funding Date (except
as provided in clause (iii), clause (iv) or clause (v) above).  Such Term Loans (i) may, in respect of
Tranche E Term Loans and at the option of the US Borrower, be incurred and
maintained as, and/or converted into, ABR Loans or Eurodollar Term Loans, provided
that all such Term Loans made by each of the Lenders pursuant to the same
Borrowing shall, unless otherwise specifically provided herein, consist
entirely of Term Loans of the same Type, (ii) shall, in respect of Tranche
A-1 Term Loans, Tranche A-2 Term Loans and Tranche F Term Loans, be incurred
and maintained as Eurodollar Term Loans, (iii) may be repaid or prepaid in
accordance with the provisions hereof, but once repaid or prepaid, may not be
reborrowed and (iv) shall not exceed in the aggregate the total of all
Tranche A Term Loan Commitments, Tranche E Term Loan Commitments or
Tranche F Term Loan Commitments, as applicable. 
On the Tranche A-1 Term Loan Maturity Date, all Tranche A-1 Term Loans
shall be repaid in full.  On the
Tranche A-2 Term Loan Maturity Date, all Tranche A-2 Term Loans shall
be repaid in full.  On the Tranche E
Term Loan Maturity Date, all Tranche E Term Loans shall be repaid in
full.  On the Tranche F Term Loan
Maturity Date, all Tranche F Term Loans shall be repaid in full.”


 


(c)  Amendment
of Section 2.5.  Section 2.5
is revised by (i) deleting the third sentence of clause (a) of such section in
its entirety and replacing it with the following sentence:  “The US Borrower shall repay to the Administrative
Agent, for the benefit of the Lenders, on the Tranche E Term Loan Maturity
Date, the then-unpaid Tranche E Term Loans, in Dollars.”, (ii) deleting
the fourth sentence of clause (a) of such section in its entirety and
replacing it with the following sentence: “The US Borrower shall repay to the
Administrative Agent, for the benefit


 


8





















 


of the Lenders, on the Tranche
F Term Loan Maturity Date, the then-unpaid Tranche F Term Loans, in Euro.”, (iii) deleting
the lead in sentence above the table in clause (b)(iii) of such section in
its entirety and replacing it with the following lead in sentence:  “The US Borrower shall repay to the
Administrative Agent, in Dollars, for the benefit of the Lenders of Tranche E
Term Loans, on each date set forth below (each a “Tranche E Repayment
Date”), the principal amount of the Tranche E Term Loans equal to (x)
the outstanding principal amount of Tranche E Term Loans immediately after
funding on the Third Amendment Effective Date multiplied by (y) the percentage
set forth below opposite such Tranche E Repayment Date (each a “Tranche E
Repayment Amount”):”, (iv) deleting the words “Tranche D Repayment
Amount” at the top of the second column in the table in clause (b)(iii) of
such section and replacing them with the words “Tranche E Repayment Amount”,
(v) deleting the words “Tranche D Term Loan Maturity Date” at the bottom
of the first column in the table in clause (b)(iii) of such section and
replacing them with the words “Tranche E Term Loan Maturity Date”, (vi) deleting
the lead in sentence above the table in clause (b)(iv) of such section in
its entirety and replacing it with the following lead in sentence:  “The US Borrower shall repay to the
Administrative Agent, in Euro, for the benefit of the Lenders of Tranche F
Term Loans, on each date set forth below (each a “Tranche F Repayment
Date”), the principal amount of the Tranche F Term Loans equal to (x)
the outstanding principal amount of Tranche F Term Loans immediately after
funding on the Third Amendment Effective Date multiplied by (y) the percentage
set forth below opposite such Tranche F Repayment Date (each a “Tranche F
Repayment Amount”):”, (vii) deleting the words “Tranche C Repayment
Amount” at the top of the second column in the table in clause (b)(iv) of
such section and replacing them with the words “Tranche F Repayment Amount”
and (viii) deleting the words “Tranche C Term Loan Maturity Date” at the
bottom of the first column in the table in clause (b)(iv) of such section and
replacing them with the words “Tranche F Term Loan Maturity Date”.


 


(d)  Amendment
of Section 2.6.  Section 2.6
is revised by (i) deleting the words “Tranche D Term Loans” in the third
line of clause (a) of such section and replacing them with the words “Tranche
E Term Loans”, (ii) deleting the words “Tranche D Term Loans” in the sixth
line of clause (b) of such section and replacing them with the words “Tranche
E Term Loans” and (iii) deleting the words “Tranche C Term Loans” in the
eight line of clause (b) of such section and replacing them with the
words “Tranche F Term Loans”.


 


(e)  Amendment
of Section 2.10.  Section 2.10
is revised by deleting the words “Tranche D Term Loans” in the eighth line of
clause (b) thereof and replacing them with the words “Tranche E Term Loans”.


 


(f)  Amendment
of Section 2.14.  Section 2.14
is revised by (i) deleting the words “Tranche D Term Loan Commitments” in
each instance in such section and replacing them with the words “Tranche E
Term Loan Commitments”, (ii) deleting the words “New Tranche D Term Loan
Commitments” in each instance in such section and replacing them with the
words “New Tranche E Term Loan Commitments”, (iii) deleting the words “New
Tranche D Term Loans” in each instance in such section and replacing them
with the words “New Tranche E Term Loans”, (iv) deleting the words “New
Tranche D Term Loan Lender” in each instance in such section and replacing
them with the words “New Tranche E Term Loan Lender” and (v) deleting the
words “Tranche D Term Loans” in each instance in such section and replacing
them with the words “Tranche E Term Loans”.


 


9





















 


(g)  Amendment
of Section 4.3.  Section 4.3(a) is
revised by deleting such section in its entirety and replacing it with the
following paragraph:


 


“(a)  €167,630,542.28 of
the Tranche A Term Loan Commitments shall terminate at 5:00 p.m. (New York
time) on the Funding Date. 
€41,907,635.58 of the Tranche A Term Loan Commitments shall terminate at
5:00 p.m. (New York time) on September 30, 2004. All of the Tranche E
Term Loan Commitments and Tranche F Term Loan Commitments shall terminate at
5:00 p.m. (New York time) on the Third Amendment Effective Date.”


 


(h)  Amendment
of Section 5.1.  Section 5.1
is revised by (i) deleting the words “Tranche D Term Loans or Tranche C
Term Loans” in the twenty-ninth line thereof and replacing them with the words “Tranche
E Term Loans or Tranche F Term Loans”, (ii) deleting the words “Tranche D
Repayment Amounts or Tranche C Repayment Amounts” in the thirty-second and
thirty-third lines thereof and replacing them with the words “Tranche E
Repayment Amounts or Tranche F Repayment Amounts” and (iii) deleting the last
sentence of such section and replacing it with the following:


 


“All voluntary
prepayments of all but not less than all of the Tranche E Term Loans and/or the
Tranche F Term Loans effected on or prior to the first anniversary of the Third
Amendment Effective Date with the proceeds of a substantially concurrent issuance
or incurrence of new bank loans which (x) are incurred for the primary purpose
of refinancing the Tranche E Term Loans or Tranche F Loans, as the case may be,
and decreasing the Applicable ABR Margin or Applicable Eurodollar Margin with
respect thereto, (y) otherwise have terms and conditions (and are in an
aggregate principal amount) substantially the same as those of the Tranche E
Term Loans or Tranche F Term Loans, as the case may be, as in effect prior to
the prepayment thereof and (z) are not otherwise in connection with (i) a
transaction and any transactions related thereto not permitted by this
Agreement (as determined prior to giving effect to any amendment or waiver of
this Agreement being adopted in connection with such transaction and related
transactions) or (ii) an initial public offering by the US Borrower or any
of its Subsidiaries or holding companies, shall be accompanied by a prepayment
fee equal to 1.00% of the aggregate principal amount of such prepayment.”


 


(i)  Amendment
of Section 5.2.  Section 5.2
is revised by (i) deleting the words “Tranche D Term Loans and the Tranche
C Term Loans” in the third and fourth line of clause (c) thereof and
replacing them with the words “Tranche E Term Loans and the Tranche F Term
Loans”, (ii) deleting the words “Tranche D Term Loan Lender and each
Tranche C Term Loan Lender “ in the seventeenth line of clause (c) thereof
and replacing them with the words “Tranche E Term Loan Lender and each Tranche
F Term Loan Lender”, (iii) deleting the words “Tranche D Term Loans or
Tranche C Term Loans” in the twenty-first line of clause (c) thereof and
replacing them with the words “Tranche E Term Loans or Tranche F Term Loans”
and (iv) deleting the words “Tranche D Term Loans or Tranche C Term Loans”
in the twelfth and thirteenth line of clause (d) thereof and replacing
them with the words “Tranche E Term Loans or Tranche F Term Loans”.


 


(j)  Amendment of Section 6.10.  Section 6.10 is revised by deleting the
words “and Tranche C Term Loans”.


 


10





















 


(k)  Amendment of Section 9.13.  Section 9.13 is revised by (i) deleting
the words “Tranche D Term Loans and any Tranche C Term Loans funded pursuant to
Section 2.1(a)(v)(y) on the First Amendment Effective Date” after the words
“Funding Date, any” in the fifth line thereof and replacing them with the words
“Tranche E Term Loans and any Tranche F Term Loans” and (ii) deleting the
last sentence of such section and replacing it with the following:  “The US Borrower will (i) use the proceeds
of all Tranche E Term Loans funded on the Third Amendment Effective Date solely
to repay in full the outstanding principal amount of those existing term loans
designated as “Tranche D Term Loans” under the Credit Agreement immediately prior
to the Third Amendment Effective Date and to pay fees and expenses in
connection with such prepayments and with the Third Amendment and (ii) use
the proceeds of all Tranche F Term Loans funded on the Third Amendment
Effective Date solely to repay in full the outstanding principal amount of
those existing term loans designated as “Tranche C Term Loans” under the Credit
Agreement immediately prior to the Third Amendment Effective Date and to pay
fees and expenses in connection with such prepayments and with the Third
Amendment.”


 


(l)  Amendment of Section 14.1.  Section 14.1 is revised by (i) deleting
the words “Required Tranche D Lenders or Required Tranche C Lenders” in the
third and fourth lines of clause (ii) thereof and replacing them with the
words “Required Tranche E Lenders or Required Tranche F Lenders”, (ii) deleting
clause (x) thereof in its entirety and replacing it with the following
clause:  “(x) decrease any Tranche E
Repayment Amount, extend any scheduled Tranche E Repayment Date or
decrease the amount or allocation of any mandatory prepayment to be received by
any Lender holding any Tranche E Term Loans (other than a decrease in such
mandatory prepayment amount that is accompanied by a proportionate decrease in
mandatory prepayments to be allocated to other Term Loans pursuant to Section 5.2(c)),
in each case without the written consent of the Required Tranche E Term
Loan Lenders”, and (iii) deleting clause (xi) in its entirety and replace
it with the following clause: “(xi) decrease any Tranche F Repayment
Amount, extend any scheduled Tranche F Repayment Date or decrease the
amount or allocation of any mandatory prepayment to be received by any Lender
holding any Tranche F Term Loans (other than a decrease in such mandatory
prepayment amount that is accompanied by a proportionate decrease in mandatory
prepayments to be allocated to other Term Loans pursuant to Section 5.2(c)),
in each case without the written consent of the Required Tranche F Term
Loan Lenders;”.


 


(m)  Amendment of Section 14.6.  Section 14.6 is revised by (i) deleting
the words “Tranche D Commitment, Tranche C Commitment, Tranche D Term Loan or
Tranche C Term Loan” in the eighth and ninth line of clause (b)(ii)(A) thereof
and replacing them with the words “Tranche E Commitment, Tranche F Commitment,
Tranche E Term Loan or Tranche F Term Loan” and (ii) deleting the words “Tranche
D Term Loans, Tranche C Term Loans” in the fourteenth line of clause (d) thereof
and replacing them with the words “Tranche E Term Loans, Tranche F Term Loans”.


 


(n)  Amendment of Exhibits to the Credit
Agreement.  The Exhibits to the
Credit Agreement are revised by (i) deleting the contents of Exhibit R-3
to the Credit Agreement in their entirety and replacing them with the contents
of Exhibit A to this Amendment, (ii) deleting the contents of Exhibit R-4
to the Credit Agreement in their entirety and replacing them with the contents
of Exhibit B to this Amendment and (iii) in Exhibit U to the
Credit Agreement (A)


 


11





















 


deleting the words “New Tranche
D Term Loan Commitment” in each instance in such Exhibit and replacing
them with the words “New Tranche E Term Loan Commitment”, (B) deleting the
words “New Tranche D Term Loan Lender” in each instance in such Exhibit and
replacing them with the words “New Tranche E Term Loan Lender” and (C) deleting
the words “New Tranche D Term Loan” in each instance in such Exhibit and
replacing them with the words “New Tranche E Term Loan”.


 


SECTION 2.  Representations and Warranties.  To induce the other parties hereto to enter
into this Amendment, the Borrowers represent and warrant to each of the Lenders
(including the Additional Tranche E Term Loan Lenders and the Additional
Tranche F Term Loan Lenders) and the Administrative Agent that, as of the Third
Amendment Effective Date:


 


(a)  This
Amendment has been duly authorized, executed and delivered by the Borrowers and
Holdings and this Amendment and the Credit Agreement, as amended hereby,
constitutes each of the Borrowers’ and Holdings’ legal, valid and binding
obligation, enforceable against it in accordance with its terms except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally and by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity).


 


(b)  The
representations and warranties set forth in Section 8 of the Credit
Agreement are, after giving effect to this Amendment, true and correct in all
material respects on and as of the Third Amendment Effective Date, except where
such representations and warranties expressly relate to an earlier date (in
which case they were true and correct in all material respects as of such
earlier date).


 


(c)  No Default
or Event of Default has occurred and is continuing.


 


SECTION 3.  Tranche E Term Loans.  (a) Subject to the terms and conditions
set forth herein, each Continuing Tranche D Term Loan Lender and each
Additional Tranche E Term Loan Lender agrees to make Tranche E Term Loans to
the US Borrower on the Third Amendment Effective Date in amounts equal to its
Tranche E Term Loan Commitment (as defined below).  Notwithstanding anything herein or in the
Credit Agreement to the contrary, the aggregate principal amount of the Tranche
E Term Loans shall not exceed the aggregate principal amount of the Existing
Tranche D Term Loans immediately prior to the Third Amendment Effective
Date.  For purposes hereof, a Person
shall become an Additional Tranche E Term Loan Lender and a party to the Credit
Agreement by executing and delivering to the Administrative Agent, on or prior
to the Third Amendment Effective Date, a signature page to this Amendment specifically
in the capacity of an “Additional Tranche E Term Loan Lender” setting forth the
amounts of Tranche E Term Loans such Person commits to make on the Third
Amendment Effective Date.  The “Tranche
E Term Loan Commitment” for any Tranche E Term Loans of (i) any
Continuing Tranche D Term Loan Lender shall be the principal amount of its
Existing Tranche D Term Loans or such lesser amount as is determined by Credit
Suisse and GSCP and notified to such Lender prior to the Third Amendment
Effective Date and (ii) any Additional Tranche E Term Loan Lender shall be
the amount of such commitment set forth on its signature page hereto or
such lesser amount as is allocated to it by Credit Suisse and GSCP and notified
to it prior to the Third Amendment Effective Date.  The aggregate amount of Tranche E


 


12





















 


Term Loan Commitments shall
equal the aggregate principal amount of the Existing Tranche D Term Loans.


 


(b)  Each
Continuing Tranche D Term Loan Lender and each Additional Tranche E Term Loan Lender
shall make Tranche E Term Loans on the Third Amendment Effective Date by (i) exchanging
its Existing Tranche D Term Loans, if any, for Tranche E Term Loans in an equal
principal amount (to the extent the amounts of such Existing Tranche D Term
Loans, if any, do not exceed the Tranche E Term Loan Commitment of such Lender)
and (ii) transferring to the Administrative Agent, in the manner
contemplated by the Credit Agreement (including Section 2.4 thereof), an
amount equal to the excess, if any, of its Tranche E Term Loan Commitment over
the principal amount of Existing Tranche D Term Loans, if any, exchanged by it pursuant
to clause (i) above.  The US
Borrower hereby irrevocably directs the Administrative Agent pursuant to Section 5.1
of the Credit Agreement to apply all proceeds of the Tranche E Term Loans
received hereunder immediately upon the receipt thereof to prepay outstanding
Existing Tranche D Term Loans.  The
commitments of the Additional Tranche E Term Loan Lenders and the exchange
undertakings of the Continuing Tranche D Term Loan Lenders are several and no
such Lender shall be responsible for any other Lender’s failure to make or
acquire by exchange any Tranche E Term Loans.


 


(c)  The
obligations of each Continuing Tranche D Term Loan Lender and each Additional Tranche
E Term Loan Lender to make Tranche E Term Loans on the Third Amendment
Effective Date are subject to the satisfaction of the following conditions:


 


(i) The Administrative Agent shall have
received a certificate of the US Borrower and Holdings dated the Third
Amendment Effective Date, substantially in the form of Exhibit P to the
Credit Agreement, with appropriate insertions, executed by the President or any
Vice President and the Secretary or any Assistant Secretary of such Credit Party,
and attaching the documents referred to in Sections 6.7 and 6.8 of the Credit
Agreement and, where applicable, certifying as to the incumbency and specimen
signature of each officer executing any Credit Document or any other document
delivered in connection herewith on behalf of such Credit Party;


 


(ii) The Administrative Agent shall have
received the executed legal opinions of (A) Simpson Thacher &
Bartlett LLP, special New York counsel to the Credit Parties substantially in
the form of Exhibit C-1 to this Amendment and (B) Tom Riordan,
general counsel to the Credit Parties, substantially in the form of Exhibit C-2
to this Amendment;


 


(iii) Each US Subsidiary Guarantor that
has not executed and delivered this Amendment shall have entered into a written
instrument reasonably satisfactory to Credit Suisse and GSCP pursuant to which
it confirms that it consents to this Amendment and that the Security Documents
to which it is party will continue to apply in respect of the Credit Agreement,
as amended hereby, and the Obligations thereunder;


 


(iv) Credit Suisse and GSCP shall have
received evidence satisfactory to them that the US Borrower has made the
payment referred to in Section 3(e) or is making such


 


13





















 


payment on the Third Amendment Effective Date with the cash proceeds of
the Tranche E Term Loans and such other funds of the US Borrower as may be
required; and


 


(v) The conditions to effectiveness of
this Amendment set forth in Section 5 shall have been satisfied.


 


(d)  All
Borrowings of Tranche E Term Loans made on the Third Amendment Effective Date
will have initial Interest Periods ending on the same dates as the Interest
Periods applicable at such time to the Existing Tranche D Term Loans, and the
Eurodollar Rate applicable to such Tranche E Term Loans during such initial
Interest Periods will be the same as that applicable at such time to the
Existing Tranche D Term Loans being refinanced. 
The US Borrower will not be required to make any payments to Existing
Tranche D Term Loan Lenders under Section 2.11 of the Credit Agreement in
respect of the repayment of Existing Tranche D Term Loans on the Third
Amendment Effective Date pursuant to their exchange for Tranche E Term Loans.


 


(e)  On
the Third Amendment Effective Date, the US Borrower shall apply the cash
proceeds of the Tranche E Term Loans and such other amounts as may be necessary
to (i) prepay in full all Existing Tranche D Term Loans (other than those
that are exchanged for Tranche E Term Loans as provided herein), (ii) pay
all accrued and unpaid interest and fees, if any, on all Existing Tranche D
Term Loans, (iii) pay to each Existing Tranche D Term Loan Lender all
amounts payable pursuant to Section 2.11 of the Credit Agreement as a
result of the prepayment of such Lender’s Existing Tranche D Term Loans (other
than any portion thereof that is exchanged for Tranche E Term Loans as provided
herein) on the Third Amendment Effective Date and (iv) pay all other
Obligations then due and owing to the Existing Tranche D Term Loan Lenders, in
their capacity as such, under the Credit Agreement.


 


(f)  The
Required Lenders hereby waive the requirements of Section 5.1 of the
Credit Agreement solely to the extent that such Section requires any notice
of prepayment to be given in respect of the Existing Tranche D Term Loans to be
prepaid on the Third Amendment Effective Date. 
Notwithstanding that the Tranche D Term Loans shall be refinanced in
full on the Third Amendment Effective Date, the provisions of the Credit
Agreement with respect to indemnification, reimbursement of costs and expenses,
increased costs and break funding payments (other than as set forth in Section 3(d) above)
will continue in full force and effect with respect to, and for the benefit of,
each Existing Tranche D Term Loan Lender in respect of such Lender’s Existing
Tranche D Term Loans existing under the Credit Agreement prior to the Third
Amendment Effective Date.


 


SECTION 4.  Tranche F Term Loans.  (a) Subject to the terms and conditions
set forth herein, each Continuing Tranche C Term Loan Lender and each
Additional Tranche F Term Loan Lender agrees to make Tranche F Term Loans to
the US Borrower on the Third Amendment Effective Date in amounts equal to its
Tranche F Term Loan Commitment (as defined below).  Notwithstanding anything herein or in the
Credit Agreement to the contrary, the aggregate principal amount of the Tranche
F Term Loans shall not exceed the aggregate principal amount of the Existing
Tranche C Term Loans immediately prior to the Third Amendment Effective
Date.  For purposes hereof, a Person
shall become an Additional Tranche F Term Loan Lender and a party to the Credit
Agreement by executing and delivering to the


 


14





















 


Administrative Agent, on or
prior to the Third Amendment Effective Date, a signature page to this
Amendment specifically in the capacity of an “Additional Tranche F Term Loan
Lender” setting forth the amounts of Tranche F Term Loans such Person commits
to make on the Third Amendment Effective Date. 
The “Tranche F Term Loan Commitment” for any Tranche F Term Loans
of (i) any Continuing Tranche C Term Loan Lender shall be the principal
amount of its Existing Tranche C Term Loans or such lesser amount as is
determined by Credit Suisse and GSCP and notified to such Lender prior to the
Third Amendment Effective Date and (ii) any Additional Tranche F Term Loan
Lender shall be the amount of such commitment set forth on its signature page hereto
or such lesser amount as is allocated to it by Credit Suisse and GSCP and
notified to it prior to the Third Amendment Effective Date.  The aggregate amount of Tranche F Term Loan
Commitments shall equal the aggregate principal amount of the Existing Tranche
C Term Loans.


 


(b)  Each
Continuing Tranche C Term Loan Lender and each Additional Tranche F Term Loan
Lender shall make Tranche F Term Loans on the Third Amendment Effective Date by
(i) exchanging its Existing Tranche C Term Loans, if any, for Tranche F
Term Loans in an equal principal amount (to the extent the amounts of such
Existing Tranche C Term Loans, if any, do not exceed the Tranche F Term Loan
Commitment of such Lender) and (ii) transferring to the Administrative
Agent, in the manner contemplated by the Credit Agreement (including Section 2.4
thereof), an amount equal to the excess, if any, of its Tranche F Term Loan
Commitment over the principal amount of Existing Tranche C Term Loans, if any,
exchanged by it pursuant to clause (i) above.  The US Borrower hereby irrevocably directs
the Administrative Agent pursuant to Section 5.1 of the Credit Agreement
to apply all proceeds of the Tranche F Term Loans received hereunder
immediately upon the receipt thereof to prepay outstanding Existing Tranche C
Term Loans.  The commitments of the
Additional Tranche F Term Loan Lenders and the exchange undertakings of the
Continuing Tranche C Term Loan Lenders are several and no such Lender shall be
responsible for any other Lender’s failure to make or acquire by exchange any
Tranche F Term Loans.


 


(c)  The
obligations of each Continuing Tranche C Term Loan Lender and each Additional
Tranche F Term Loan Lender to make Tranche F Term Loans on the Third Amendment
Effective Date are subject to the satisfaction of the following conditions:


 


(i) The Administrative Agent shall have
received a certificate of the US Borrower and Holdings dated the Third
Amendment Effective Date, substantially in the form of Exhibit P to the
Credit Agreement, with appropriate insertions, executed by the President or any
Vice President and the Secretary or any Assistant Secretary of such Credit
Party, and attaching the documents referred to in Sections 6.7 and 6.8 of the
Credit Agreement and, where applicable, certifying as to the incumbency and
specimen signature of each officer executing any Credit Document or any other
document delivered in connection herewith on behalf of such Credit Party;


 


(ii) The Administrative Agent shall have
received the executed legal opinions of (A) Simpson Thacher &
Bartlett LLP, special New York counsel to the Credit Parties substantially in
the form of Exhibit C-1 to this Amendment and (B) Tom Riordan,
general counsel to the Credit Parties, substantially in the form of Exhibit C-2
to this Amendment;


 


15





















 


(iii) Each US Subsidiary Guarantor that
has not executed and delivered this Amendment shall have entered into a written
instrument reasonably satisfactory to Credit Suisse and GSCP pursuant to which
it confirms that it consents to this Amendment and that the Security Documents
to which it is party will continue to apply in respect of the Credit Agreement,
as amended hereby, and the Obligations thereunder;


 


(iv) Credit Suisse and GSCP shall have
received evidence satisfactory to them that the US Borrower has made the
payment referred to in Section 4(e) or is making such payment on the
Third Amendment Effective Date with the cash proceeds of the Tranche F Term
Loans and such other funds of the US Borrower as may be required; and


 


(v) The conditions to effectiveness of
this Amendment set forth in Section 5 shall have been satisfied.


 


(d)  All
Borrowings of Tranche F Term Loans made on the Third Amendment Effective Date
will have initial Interest Periods ending on the same dates as the Interest Periods
applicable at such time to the Existing Tranche C Term Loans, and the
Eurodollar Rate applicable to such Tranche F Term Loans during such initial
Interest Periods will be the same as that applicable at such time to the
Existing Tranche C Term Loans being refinanced. 
The US Borrower will not be required to make any payments to Existing
Tranche C Term Loan Lenders under Section 2.11 of the Credit Agreement in
respect of the repayment of Existing Tranche C Term Loans on the Third
Amendment Effective Date pursuant to their exchange for Tranche F Term Loans.


 


(e)  On
the Third Amendment Effective Date, the US Borrower shall apply the cash
proceeds of the Tranche F Term Loans and such other amounts as may be necessary
to (i) prepay in full all Existing Tranche C Term Loans (other than those
that are exchanged for Tranche F Term Loans as provided herein), (ii) pay
all accrued and unpaid interest and fees, if any, on all Existing Tranche C
Term Loans, (iii) pay to each Existing Tranche C Term Loan Lender all amounts
payable pursuant to Section 2.11 of the Credit Agreement as a result of
the prepayment of such Lender’s Existing Tranche C Term Loans (other than any
portion thereof that is exchanged for Tranche F Term Loans as provided herein)
on the Third Amendment Effective Date and (iv) pay all other Obligations
then due and owing to the Existing Tranche C Term Loan Lenders, in their
capacity as such, under the Credit Agreement.


 


(f)  The
Required Lenders hereby waive the requirements of Section 5.1 of the
Credit Agreement solely to the extent that such Section requires any
notice of prepayment to be given in respect of the Existing Tranche C Term
Loans to be prepaid on the Third Amendment Effective Date.  Notwithstanding that the Tranche C Term Loans
shall be refinanced in full on the Third Amendment Effective Date, the
provisions of the Credit Agreement with respect to indemnification,
reimbursement of costs and expenses, increased costs and break funding payments
(other than as set forth in Section 4(d) above) will continue in full
force and effect with respect to, and for the benefit of, each Existing Tranche
C Term Loan Lender in respect of such Lender’s Existing Tranche C Term Loans
existing under the Credit Agreement prior to the Third Amendment Effective Date.


 


16





















 


SECTION 5.  Effectiveness of Amendment.  The effectiveness of this Amendment and the
occurrence of the Third Amendment Effective Date are subject to receipt by the
Administrative Agent (or its counsel) of duly executed counterparts of this
Amendment that, when taken together, bear the signatures of (a) the
Borrowers and Holdings, (b) the Required Lenders and (c) each of the
Continuing Tranche D Term Loan Lenders, Continuing Tranche C Term Loan Lenders,
Additional Tranche E Term Loan Lenders and Additional Tranche F Term Loan Lenders.


 


SECTION 6.  Effect of Amendment.  Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of or otherwise affect the rights and remedies of the Lenders, the
Administrative Agent or the Collateral Agent under the Credit Agreement or any
other Credit Document, and shall not alter, modify, amend or in any way affect
any of the terms, conditions, obligations, covenants or agreements contained in
the Credit Agreement or any other provision of the Credit Agreement or of any
other Credit Document, all of which are ratified and affirmed in all respects
and shall continue in full force and effect. 
Nothing herein shall be deemed to entitle the Borrowers to a further
consent to, or a further waiver, amendment, modification or other change of,
any of the terms, conditions, obligations, covenants or agreements contained in
the Credit Agreement or any other Credit Document in similar or different
circumstances.


 


SECTION 7.  Costs and Expenses.  The US Borrower agrees to reimburse Credit
Suisse and GSCP for their reasonable out of pocket expenses in connection with
this Amendment, including the reasonable fees, charges and disbursements of
their counsel to the extent provided for in Section 14.5 of the Credit
Agreement.


 


SECTION 8.  Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same
instrument.  Delivery of any executed
counterpart of a signature page of this Amendment by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart hereof.


 


SECTION 9.  Applicable Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 10.  Headings.  The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.


 


17





















 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their respective officers as of the day and year first above written.


 


 


	
   

  	
  ROCKWOOD SPECIALTIES GROUP,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas J. Riordan

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  	
  Law & Administrating

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ROCKWOOD SPECIALTIES LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas J. Riordan

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  	
  Law & Administrating

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROCKWOOD SPECIALTIES

  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas J. Riordan

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  	
  Law & Administrating

  	
   

  
	
   

  	
   

  



 





















 


SIGNATURE PAGE TO


THIRD AMENDMENT


DATED AS OF DECEMBER 13,
2005,


TO THE CREDIT AGREEMENT


DATED AS OF JULY 30, 2004,
AS AMENDED


AS OF OCTOBER 8, 2004 AND DECEMBER 10,
2004


 


 


	
  To approve this Amendment as a Lender, a Continuing
  Tranche D Term Loan Lender and/or a Continuing Tranche C Term Loan Lender:

  	
   

  
	
   

  
	
   

  
	
  Name of Institution:

  
	
   

  
	
  CREDIT SUISSE, acting through its Cayman Islands
  Branch

  	
   

  
	
   

  
	
   

  
	
  by

  	
  /s/

  	
   

  
	
   

  	
  Name:

  	
  James Moran

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  by

  	
  /s/

  	
   

  
	
   

  	
  Name:

  	
  Gregory S. Richards

  	
   

  
	
   

  	
  Title:

  	
  Associate

  	
   

  



 





















 


SIGNATURE PAGE TO


THIRD AMENDMENT


DATED AS OF DECEMBER 13,
2005,


TO THE CREDIT AGREEMENT


DATED AS OF JULY 30, 2004,
AS AMENDED


AS OF OCTOBER 8, 2004 AND DECEMBER 10,
2004


 


 


	
  To approve this Amendment as a Lender, a Continuing
  Tranche D Term Loan Lender and/or a Continuing Tranche C Term Loan Lender:

  	
   

  
	
   

  
	
   

  
	
  Name of Institution:

  	
   

  
	
   

  	
   

  
	
  GOLDMAN SACHS CREDIT PARTNERS L.P.

  	
   

  
	
   

  
	
   

  	
   

  
	
  by

  	
  /s/

  	
   

  
	
   

  	
  Name:

  	
  Pedro Ramirez

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  



 





















 


EXHIBIT A


TO THE THIRD
AMENDMENT TO THE CREDIT AGREEMENT


 


EXHIBIT R-3


TO THE CREDIT
AGREEMENT


 


FORM OF PROMISSORY NOTE
(TRANCHE E TERM LOANS)


 


	
   

  	
   

  	
  New York

  
	
  $                            

  	
   

  	
  [               ],
  20[   ]

  



 


FOR VALUE
RECEIVED, the undersigned, ROCKWOOD SPECIALTIES GROUP, INC., a Delaware
corporation (the “US Borrower”), hereby unconditionally promises to pay
to the order of [Lender] or its registered assigns (the “Lender”), at
the Administrative Agent’s Office or such other place as Credit Suisse (formerly
known as Credit Suisse First Boston), acting through its Cayman Islands Branch
(the “Administrative Agent”), shall have specified, in Dollars and
in immediately available funds, in accordance with Section 2.5 of the
Credit Agreement (as defined below) on the Tranche E Term Loan Maturity Date
(capitalized terms used and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement), the principal amount
of [              ]
Dollars ($[            ])
or, if less, the aggregate unpaid principal amount of all Tranche E Term Loans,
if any, made by the Lender to the US Borrower pursuant to the Credit
Agreement.  The US Borrower further
unconditionally promises to pay interest in like money at such office on the
unpaid principal amount hereof from time to time outstanding at the rates per
annum and on the dates specified in Section 2.8 of the Credit Agreement.


 


This
Promissory Note is one of the promissory notes referred to in Section 14.6
of the Credit Agreement dated as of July 30, 2004 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among the US Borrower, Rockwood Specialties Limited (the “UK Borrower”),
Rockwood Specialties International, Inc., the several lenders from time to
time parties thereto, the Administrative Agent and UBS Securities LLC and
Goldman Sachs Credit Partners L.P., as Co-Syndication Agents.  This Promissory Note is subject to, and the
Lender is entitled to the benefits of, the provisions of the Credit Agreement,
and the Tranche E Term Loans evidenced hereby are guaranteed and secured as
provided therein and in the other Credit Documents.  The Tranche E Term Loans evidenced hereby are
subject to prepayment prior to the Tranche E Term Loan Maturity Date, in whole
or in part, as provided in the Credit Agreement.


 


All parties
now and hereafter liable with respect to this Promissory Note, whether maker,
principal, surety, guarantor, endorser or otherwise, hereby waive diligence,
presentment, demand, protest and notice of any kind whatsoever in connection
with this Promissory Note.  No failure to
exercise and no delay in exercising, on the part


 





















 


of the Administrative Agent or the Lender, any right, remedy, power or
privilege hereunder or under the Credit Documents shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder or thereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege.  A waiver by the Administrative Agent or the
Lender of any right, remedy, power or privilege hereunder or under any Credit
Document on any one occasion shall not be construed as a bar to any right or
remedy that the Administrative Agent or the Lender would otherwise have on any
future occasion.  The rights, remedies,
powers and privileges herein provided are cumulative, may be exercised singly
or concurrently and are not exclusive of any rights, remedies, powers and privileges
provided by law.


 


All payments in
respect of the principal of and interest on this Promissory Note shall be made
to the Person recorded in the Register as the holder of this Promissory Note,
as described more fully in Section 14.6(b) of the Credit Agreement,
and such Person shall be treated as the Lender hereunder for all purposes of
the Credit Agreement.


 


THIS
PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


	
   

  	
  ROCKWOOD SPECIALTIES GROUP,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 





















 


EXHIBIT B


TO THE THIRD
AMENDMENT TO THE CREDIT AGREEMENT


 


EXHIBIT R- 4


TO THE CREDIT
AGREEMENT


 


FORM OF PROMISSORY NOTE
(TRANCHE F TERM LOANS)


 


	
   

  	
   

  	
  New York

  
	
  $                                       

  	
   

  	
  [               ],
  20[   ]

  



 


FOR VALUE RECEIVED,
the undersigned, ROCKWOOD SPECIALTIES GROUP, INC., a Delaware corporation (the “US
Borrower”), hereby unconditionally promises to pay to the order of [Lender]
or its registered assigns (the “Lender”), at the Administrative Agent’s
Office or such other place as Credit Suisse (formerly known as Credit Suisse
First Boston, acting through its Cayman Islands Branch (the “Administrative
Agent”), shall have specified, in Euro and in immediately available
funds, in accordance with Section 2.5 of the Credit Agreement (as defined
below) on the Tranche F Term Loan Maturity Date (capitalized terms used and not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement), the principal amount of [                 ]
Euro (€ [             ])
or, if less, the aggregate unpaid principal amount of all Tranche F Term Loans,
if any, made by the Lender to the US Borrower pursuant to the Credit
Agreement.  The US Borrower further
unconditionally promises to pay interest in like money at such office on the
unpaid principal amount hereof from time to time outstanding at the rates per
annum and on the dates specified in Section 2.8 of the Credit Agreement.


 


This
Promissory Note is one of the promissory notes referred to in Section 14.6
of the Credit Agreement dated as of July 30, 2004 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among the US Borrower, Rockwood Specialties Limited (the “UK Borrower”),
Rockwood Specialties International, Inc., the several lenders from time to
time parties thereto, the Administrative Agent and UBS Securities LLC and
Goldman Sachs Credit Partners L.P., as Co-Syndication Agents.  This Promissory Note is subject to, and the
Lender is entitled to the benefits of, the provisions of the Credit Agreement,
and the Tranche F Term Loans evidenced hereby are guaranteed and secured as
provided therein and in the other Credit Documents.  The Tranche F Term Loans evidenced hereby are
subject to prepayment prior to the Tranche F Term Loan Maturity Date, in whole
or in part, as provided in the Credit Agreement.


 


All parties
now and hereafter liable with respect to this Promissory Note, whether maker,
principal, surety, guarantor, endorser or otherwise, hereby waive diligence,
presentment, demand, protest and notice of any kind whatsoever in connection
with this Promissory Note.  No failure to
exercise and no delay in exercising, on the part


 





















 


of the Administrative Agent or the Lender, any right, remedy, power or
privilege hereunder or under the Credit Documents shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder or thereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege.  A waiver by the Administrative Agent or the
Lender of any right, remedy, power or privilege hereunder or under any Credit
Document on any one occasion shall not be construed as a bar to any right or
remedy that the Administrative Agent or the Lender would otherwise have on any
future occasion.  The rights, remedies,
powers and privileges herein provided are cumulative, may be exercised singly
or concurrently and are not exclusive of any rights, remedies, powers and privileges
provided by law.


 


All payments
in respect of the principal of and interest on this Promissory Note shall be
made to the Person recorded in the Register as the holder of this Promissory
Note, as described more fully in Section 14.6(b) of the Credit
Agreement, and such Person shall be treated as the Lender hereunder for all
purposes of the Credit Agreement.


 


THIS
PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


	
   

  	
  ROCKWOOD SPECIALTIES GROUP,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 





















 


Schedule A


to
Third Amendment


 


Tranche
E Term Loan Commitments


 


	
  Continuing Tranche D Term Loan Lenders:

  	
   

  	
   

  	
   

  
	
  See list attached hereto

  	
   

  	
  $

  	
  1,118,877,500.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Additional Tranche E Term Loan Lenders:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
  20,397,500.00

  	
   

  



 





















 


Schedule B


to
Third Amendment


 


Tranche
F Term Loan Commitments


 


	
  Continuing Tranche C Term Loan Lenders:

  	
   

  	
   

  	
   

  
	
  See list attached hereto

  	
   

  	
  €

  	
  273,436,416.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Additional Tranche F Term Loan Lenders:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  None

  	
   

  
					



 





















 


CONTINUING
TRANCHE D TERM LOAN LENDERS


 


CREDIT SUISSE, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH


ACA CLO 2005-1, LIMITED


PINEHURST TRADING, INC.


GALAXY CLO 1999-1, LTD.


GALAXY CLO 2003-1, LTD.


GALAXY III CLO, LTD.


GALAXY IV CLO, LTD.


KZH SOLEIL-2 LLC


KZH SOLEIL LLC


SUNAMERICA LIFE INSURANCE COMPANY


BIRCHWOOD FUNDING LLC


LANDMARK IV CDO LTD


PACIFICA CDO II, LTD.


PACIFICA CDO III, LTD.


PACIFICA CDO IV, LTD.


NEW ALLIANCE GLOBAL CDO, LIMITED


AIMCO CLO SERIES 2005-A


ALLSTATE LIFE INSURANCE COMPANY


AMERIPRISE CERTIFICATE COMPANY


CENTURION CDO 8, LIMITED


CENTURION CDO 9, LIMITED


CENTURION CDO II, LTD.


CENTURION CDO VI, LTD.


CENTURION CDO VII, LTD.


IDS LIFE INSURANCE COMPANY


NAVIGATOR CDO 2003, LTD.


NAVIGATOR CDO 2004, LTD.


MARINER CDO 2002, LTD.


AZURE FUNDING


AVENUE CLO FUND, LIMITED


 





















 


AVENUE CLO II, LIMITED


BABSON CLO LTD. 2005-II


MAPLEWOOD (CAYMAN) LIMITED


MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY


AVERY POINT CLO, LTD.


CASTLE HILL I-INGOTS, LTD.


CHATHAM LIGHT II CLO, LIMITED


HARBOUR TOWN FUNDING LLC


KATONAH II, LTD.


KATONAH III, LTD.


KATONAH IV, LTD.


LOAN FUNDING XI LLC


RACE POINT CLO, LIMITED


RACE POINT II CLO LIMITED


BALLANTYNE FUNDING LLC


WATERVILLE FUNDING LLC


BEAR STEARNS INSTITUTIONAL LOAN MASTER FUND


BEAR STEARNS LOAN TRUST


BRAYMOOR & CO.


GALLATIN FUNDING I LTD.


GRAYSTON CLO II 2004-1 LTD.


LAGUNA FUNDING LLC


TRIMARAN CLO IV LTD.


383 MADISON FUNDING


BLACKROCK GLOBAL FLOATING RATE INCOME TRUST


BLACKROCK LIMITED DURATION INCOME TRUST


BLACKROCK SENIOR INCOME SERIES II


BLACKROCK SENIOR INCOME SERIES


MAGNETITE ASSET INVESTORS L.L.C.


MAGNETITE ASSET INVESTORS III L.L.C.


MAGNETITE IV CLO, LIMITED


 





















 


MAGNETITE V CLO, LIMITED


SENIOR LOAN FUND


SENIOR LOAN PORTFOLIO


ESSEX PARK CDO LTD.


HANOVER SQUARE CLO LTD.


LAFAYETTE SQUARE CDO LTD.


LOAN FUNDING VI LLC


MONUMENT PARK CDO LTD.


UNION SQUARE CDO LTD.


BLUE MOUNTAIN CLO LTD.


CALLIDUS DEBT PARTNERS CLO FUND II, LTD.


CALLIDUS DEBT PARTNERS CLO FUND III, LTD.


OLYMPIC CLO I


WHITNEY CLO I


CITADEL HILL 2000 LTD.


WATCHTOWER CLO I PLC


CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC.


EAGLE MASTER FUND LTD.


ECL LOAN FUNDING LLC


KALDI FUNDING LLC


TORAJI TRUST


CITIBANK, N.A.


AURUM CLO 2002-1, LTD.


EAGLE CREEK CLO, LTD.


FALL CREEK CLO, LTD.


JUPITER LOAN FUNDING LLC


KC CLO I LIMITED


CSAM FUNDING I


ATRIUM II


ATRIUM III


ATRIUM IV


 





















 


CREDIT SUISSE ASSET MGMT SYNDICATED LOAN FUND


CSAM FUNDING III


CSAM FUNDING IV


MADISON PARK FUNDING


CLOSE INTERNATIONAL CUSTODY


HEWETT’S ISLAND CLO III, LTD.


HEWETTS ISLAND CLO II, LTD.


ACCESS INSTITUTIONAL LOAN FUND


BRYN MAWR CLO, LTD.


FOREST CREEK CLO, LTD.


LONG GROVE CLO, LIMITED


MUIRFIELD TRADING LLC


ROSEMONT CLO, LTD.


DENALI CAPITAL CLO I, LTD.


DENALI CAPITAL CLO II, LTD.


DENALI CAPITAL CLO III, LTD.


DENALI CAPITAL CLO IV, LTD.


DEUTSCHE BANK AG, NEW YORK BRANCH


BIG SKY III SENIOR LOAN TRUST


CONSTANTINUS EATON VANCE CDO V, LTD.


EATON VANCE INSTITUTIONAL SENIOR LOAN FUND


EATON VANCE CDO III, LTD.


EATON VANCE CDO VI LTD.


EATON VANCE FLOATING-RATE INCOME TRUST


EATON VANCE LTD DURATION INCOME FUND


EATON VANCE SENIOR FLOATING-RATE TRUST


EATON VANCE SENIOR INCOME TRUST


EATON VANCE VARIABLE LEVERAGE FUND LTD.


EATON VANCE VT FLOATING-RATE INCOME FUND


SENIOR DEBT PORTFOLIO


TOLLI & CO


 





















 


FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME
FUND


FLAGSHIP CLO 2001-1


FLAGSHIP CLO II


FLAGSHIP CLO III


FLAGSHIP CLO IV


LONG LANE MASTER TRUST II


LONG LANE MASTER TRUST IV


FORTRESS PORTFOLIO TRUST


FOUR CORNERS CLO 2005-I, LTD.


SEMINOLE FUNDING LLC


FRANKLIN CLO I, LIMITED


FRANKLIN CLO II, LIMITED


FRANKLIN CLO IV, LTD


FRANKLIN FLOATING RATE MASTER SERIES


FRANKLIN FLOATING RATE DAILY ACCESS FUND


FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST


MOUNTAIN CAPITAL CLO III LTD


FOXE BASIN CLO 2003, LTD.


HUDSON STRAITS CLO 2004, LTD.


SEQUILS-GLACE BAY, LTD.


GULF STREAM COMPASS CLO 2002-1 LTD.


GULF STREAM COMPASS CLO 2003-1 LTD.


GULF STREAM COMPASS CLO 2004-1 LTD.


BUSHNELL CBNA LOAN FUNDING LLC


STANWICH LOAN FUNDING LLC


STEDMAN CBNA LOAN FUNDING LLC


TRUMBULL THC2 LOAN FUNDING LLC


BLUE SQUARE FUNDING LIMITED SERIES 3


ELF FUNDING TRUST I


EMERALD ORCHARD LIMITED


 





















 


GLENEAGLES CLO, LTD.


HIGHLAND FLOATING RATE LLC


HIGHLAND FLOATING RATE ADVANTAGE FUND


HIGHLAND LOAN FUNDING V LTD.


LIBERTY MUTUAL INSURANCE COMPANY


LOAN FUNDING IV LLC


LOAN FUNDING VII LLC


LOAN STAR STATE TRUST


ROCKWALL CDO LTD.


SOUTHFORK CLO, LTD.


ING INTERNATIONAL (II) – SENIOR BANK LOANS EURO


ARCHIMEDES FUNDING IV (CAYMAN), LTD.


ENDURANCE CLO I, LTD.


NEMEAN CLO, LTD.


AIM FLOATING RATE FUND


AVALON CAPITAL LTD.


AVALON CAP LTD. 3


CHAMPLAIN CLO, LTD.


CHARTER VIEW PORTFOLIO


DIVERSIFIED CREDIT PORTFOLIO LTD.


KATONAH V, LTD.


LOAN FUNDING IX LLC


NAUTIQUE FUNDING LTD.


SARATOGA CLO I, LIMITED


SEQUILS-LIBERTY, LTD.


VICTORIA FALLS CLO, LTD.


SKY CBNA LOAN FUNDING LLC


KKR FINANCIAL CLO 2005-1, LTD.


KKR FINANCIAL CLO 2005-2, LTD.


LIGHTPOINT CLO 2004-1, LTD.


PREMIUM LOAN TRUST I, LTD.


 





















 


THE LOOMIS SAYLES SENIOR LOAN FUND, LLC


CONTINENTAL CASUALTY COMPANY


LCM I LIMITED PARTNERSHIP


LCM II LIMITED PARTNERSHIP


LCM III, LTD.


LCM IV, LTD.


STICHTING PENSIOENFONDS ABP


DEBT STRATEGIES FUND, INC.


FLOATING RATE INCOME STRATEGIES FUND II, INC.


FLOATING RATE INCOME STRATEGIES FUND, INC.


LONGHORN CDO II, LTD.


LONGHORN CDO III, LTD.


MASTER SENIOR FLOATING RATE TRUST


MERRILL LYNCH SENIOR FLOATING RATE PORTFOLIO


ML GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO


SENIOR HIGH INCOME PORTFOLIO, INC.


METROPOLITAN LIFE INSURANCE COMPANY


VENTURE III CDO LIMITED


VENTURE IV CDO LTD


VISTA LEVERAGED INCOME FUND


MORGAN STANLEY PRIME INCOME TRUST


ELF FUNDING TRUST III


MAINSTAY FLOATING RATE FUND


NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION


NEW YORK LIFE INSURANCE COMPANY


NYLIM FLATIRON CLO 2003-1 LTD.


NYLIM FLATIRON CLO 2004-1 LTD.


NYLIM FLATIRON CLO 2005-1 LTD.


CENTAURUS LOAN TRUST


CLYDESDALE CLO 2003, LTD.


CLYDESDALE CLO 2004, LTD.


 





















 


CLYDESDALE CLO 2005, LTD.


CLYDESDALE STRATEGIC CLO I, LTD.


NCRAM LOAN TRUST


NCRAM SENIOR LOAN TRUST 2005


NOMURA BOND AND LOAN FUND


THE NORINCHUKIN BANK, NEW YORK BRANCH


OAK HILL CREDIT PARTNERS I, LIMITED


OAK HILL CREDIT PARTNERS III, LIMITED


OAK HILL CREDIT PARTNERS IV, LIMITED


OAK HILL CREDIT PARTNERS III, LIMITED


HY-FI TRUST


OCTAGON INVESTMENT PARTNERS V, LTD.


OCTAGON INVESTMENT PARTNERS VI, LTD.


OCTAGON INVESTMENT PARTNERS VII, LTD.


OCTAGON INVESTMENT PARTNERS II, LLC


OCTAGON INVESTMENT PARTNERS IV, LTD.


ING INVESTMENT MANAGEMENT CLO I, LTD.


ING PRIME RATE TRUST


ING SENIOR INCOME FUND


DRYDEN LEVERAGE LOAN CDO 2002-II


DRYDEN VIII-LEVERAGED LOAN CDO 2005


DRYDEN III - LEVERAGED LOAN CDO 2002


DRYDEN IV - LEVERAGED LOAN CDO 2003


DRYDEN V - LEVERAGED LOAN CDO 2003


DRYDEN VII - LEVERAGED LOAN CDO 2004


LOAN FUNDING V, LLC


PUTNAM DIVERSIFIED INCOME TRUST


PUTNAM FLOATING RATE INCOME FUND


PUTNAM MASTER INTERMEDIATE INCOME TRUST


PUTNAM PREMIER INCOME TRUST


PUTNAM VARIABLE TRUST – PVT DIVERSIFIED INCOME FUND


 





















 


PROSPERO CLO I, B.V.


SAGAMORE CLO LTD.


FRF CORP


COMSTOCK FUNDING LTD.


LOAN FUNDING XIII


EAGLE LOAN TRUST


STANFIELD BRISTOL CLO, LTD.


STANFIELD CARRERA CLO, LTD.


STANFIELD MODENA CLO, LTD.


STANFIELD QUATTRO CLO, LTD.


SUNAMERICA SENIOR FLOATING RATE FUND, INC.


GRANITE VENTURES I LTD.


STONE TOWER CDO LTD.


STONE TOWER CLO II LTD.


STONE TOWER CLO III LTD.


SMBC MVI SPC


SUNTRUST BANK


NUVEEN SENIOR INCOME FUND


NUVEEN DIVERSIFIED DIVIDEND INCOME FUND


NUVEEN FLAOTING RATE INCOME OPPORTUNITY FUND


NUVEEN FLOATING RATE INCOME FUND


NUVEEN TAX ADVANTAGE TOTAL RETURN STRATEGY FUND


SYMPHONY CLO I, LTD


TRIMARAN CLO V LTD.


CELERITY CLO LIMITED


DARIEN LOAN FUNDING COMPANY


FIRST 2004-I CLO, LTD.


FIRST 2004 II CLO, LTD.


LOAN FUNDING I LLC


PARK AVENUE LOAN TRUST


TCW SELECT LOAN FUND, LIMITED


 





















 


VELOCITY CLO, LTD.


VAN KAMPEN SENIOR INCOME TRUST


VAN KAMPEN SENIOR LOAN FUND


WB LOAN FUNDING 1, LLC


WHITEHORSE I, LTD.


WHITEHORSE II, LTD.


WHITEHORSE III, LTD.


STONE TOWER IV LTD.


VALLAURIS CLO PLC


YORKVILLE CBNA LOAN FUNDING LLC


SANKATY HIGH YIELD PARTNERS, II, L.P.


SANKATY HIGH YIELD PARTNERS, III, L.P.


CREDIT INDUSTRIEL ET COMMERCIAL


COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES


DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES


GRAYSON & CO


GOLDMAN SACHS CREDIT PARTNERS L.P.


SCOTIABANK (IRELAND) LIMITED


UBS AG, STAMFORD BRANCH


 





















 


CONTINUING
TRANCHE C TERM LOAN LENDERS


 


CREDIT SUISSE, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH


HAMLET I LEVERAGED LOAN FUND BV


JUBILEE CDO III BV


JUBILEE CDO IV B.V.


JUBILEE CDO V BV


WOOD STREET CLO I BV


AOZORA BANK, LTD.


CONCERTO I BV


ALIE STREET INVESTMENTS LIMITED


SANKATY HIGH YIELD PARTNERS, II, L.P.


SANKATY HIGH YIELD PARTNERS, III, L.P.


JUBILEE CDO II BV


SPIRET IV LOAN TRUST 2003-B


CELF LOAN PARTNERS B.V.


CREDIT INDUSTRIEL ET COMMERCIAL


COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES


TRS SVCO LLC


DRESDNER BANK AG, LONDON BRANCH


EATON VANCE CDO VII PLC


EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND


AUGUSTA TRADING LLC


GOLDMAN SACHS CREDIT PARTNERS L.P.


EUROCREDIT CDO II B.V.


EUROCREDIT CDO III BV


PROMUS I, B.V.


PROMUS II B.V


ALZETTE EUROPEAN CLO S.A.


INVESCO EUROPEAN CDO I S.A


PETRUSSE EUROPEAN CLO S.A.


 





















 


J.P. MORGAN SECURITIES LTD.


NATEXIS BANQUE POPULAIRES


NIB CAPITAL BANK NV


NORTH WESTERLY CLO II B.V.


CLARENVILLE CDO, SA


LEOPARD CLO III B.V.


DRYDEN IX - SENIOR LOAN FUND P.L.C.


LEOPARD CLO B.V.


RMF EURO CDO II S.A.


RMF EURO CDO S.A.


COOKSMILL


EVERGLADES SPIRET LOAN TRUST


UBS AG, STAMFORD BRANCH


CROSS CREDIT FUND LP


CROSS EUROPE FUND LTD


NM ROTHSCHILD & SONS LIMITED


EUROCREDIT CDO I BV


MOSELLE CLO S.A


VALLAURIS CLO PLC


OAK HILL CREDIT ALPHA FUND (OFFSHORE), LTD


OAK HILL CREDIT ALPHA FUND, L.P.


OAK HILL SECURITIES FUND II, L.P.


OAK HILL SECURITIES FUND, L.P.


INTERCONTINENTAL CDO S.A.


DRYDEN X - EURO CLO 2005 P.L.C.


COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. FRANKFURT BRANCH (“RABOBANK
INTERNATIONAL FRANKFURT BRANCH”)


SCOTIABANK (IRELAND) LIMITED


SEB AG


SINGER & FRIEDLANDER LTD.


ORYX EUROPEAN CLO BV


 





















 


COPERNICUS EURO CDO-I B.V


COPERNICUS EURO CDO-II B.V