exv10w1






Exhibit 10.1




AMENDMENT NO. 5 TO CREDIT AGREEMENT




          This Amendment No. 5 to Credit Agreement (this “Amendment”) is entered into as of
August 28, 2009, by and among West Corporation, a Delaware corporation (the “Borrower”),
the Guarantors party hereto, the Lenders party hereto and Wachovia Bank, National Association, as
administrative agent (in such capacity, the “Administrative Agent”).




RECITALS




          WHEREAS, the Borrower, the Lenders, the Administrative Agent, as successor to Lehman
Commercial Paper Inc., and other agents and parties party thereto have entered into the Credit
Agreement, dated as of October 24, 2006, as amended by Amendment No. 1 on February 14, 2007, as
amended by Amendment No. 2 on May 11, 2007, as amended by Amendment No. 3 on May 16, 2008, as
amended by Amendment No. 4 effective as of August 10, 2009 (as further amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”);




          WHEREAS, the Borrower desires to amend the Credit Agreement (such term and other terms used in
these Recitals and not otherwise defined having the meaning set forth in Section 1 below) to extend
the maturity of certain of the Term B-2 Loans and make certain other changes set forth herein;




          WHEREAS, each Term B-2 Lender who executes and delivers this Amendment as a “Term B-4 Lender”
has agreed to extend the maturity of all or a portion of such Term B-2 Lender’s Term B-2 Loans in
accordance with the terms and subject to the conditions set forth herein; and




          WHEREAS, each Lender who executes and delivers this Amendment has agreed to amend the Loan
Documents to reflect the terms set forth herein, subject to the conditions set forth herein.




          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, the parties hereto hereby agree as follows:




          1. Definitions. Capitalized terms not otherwise defined in this Amendment have the
same meanings as specified in the Credit Agreement.




          2. Amendments. The Credit Agreement is, effective as of the Effective Date, hereby
amended as follows:




          (a) Section 1.01 is hereby amended as follows:





     (i) The following definitions shall be added in appropriate alphabetical order to read
as follows:




     “‘Additional Senior Secured Notes’ means senior secured notes (which
notes may have the same lien priority as or junior lien priority to the
Obligations) to be issued by the Borrower at any time and from time to time
after the Amendment No. 5 Effective Date and any exchange notes issued in
respect thereof on substantially the same terms; provided that (i) such
Additional Senior Secured Notes mature no earlier than, and do not require
any scheduled amortization or other scheduled payments of principal prior
to, the date that is ninety one days following the latest Maturity Date in
effect at the time of incurrence (it being understood that such Additional
Senior Secured Notes may have mandatory prepayment, repurchase or
redemptions provisions satisfying the requirement of



 









 







clause (ii) hereof); (ii) such Additional Senior Secured Notes have
customary covenants, events of default, guarantees, collateral and other
terms (other than interest rate and redemption premiums), which, taken as a
whole, are not more restrictive to the Borrower and the Subsidiaries than
those in this Agreement, provided that a certificate of a Responsible
Officer delivered to the Administrative Agent at least five Business Days
prior to the incurrence of such Additional Senior Secured Notes (or such
shorter period as the Administrative Agent may reasonably agree), together
with a reasonably detailed description of the material terms and conditions
of such Additional Senior Secured Notes or drafts of the documentation
relating thereto, stating that the Borrower has determined in good faith
that such terms and conditions satisfy the foregoing requirement shall be
conclusive evidence that such terms and conditions satisfy the foregoing
requirement unless the Administrative Agent notifies the Borrower within
such five Business Day period that it disagrees with such determination
(including a reasonable description of the basis upon which it disagrees);
(iii) prior to and immediately after the incurrence of such Additional
Senior Secured Notes, no Default or Event of Default shall exist; (iv) the
Borrower shall be in compliance with each of the covenants set forth in
Section 7.11 determined on a Pro Forma Basis as of the date of incurrence of
such Additional Senior Secured Notes and the last day of the most recent
Test Period, as if such Additional Senior Secured Notes had been outstanding
on the last day of such fiscal quarter of the Borrower for testing
compliance therewith; (v) such Additional Senior Secured Notes shall be
subject to an Additional Senior Secured Notes Intercreditor Agreement; and
(vi) Net Cash Proceeds from the Additional Senior Secured Notes shall be
applied in accordance with Section 2.05(b)(iii). The Additional Senior
Secured Notes shall be secured by the Collateral by amending or modifying
the Collateral Documents (which amendments or modifications may include
collateral trust arrangements pursuant to which a collateral trustee
replaces or is appointed by the Administrative Agent) pursuant to amendments
or modifications reasonably acceptable to the Administrative Agent.”




     “‘Additional Senior Secured Notes Documentation’ means the Additional
Senior Secured Notes, and all documents executed and delivered with respect
to the Additional Senior Secured Notes.”




     “‘Additional Senior Secured Notes Intercreditor Agreement’ means any
Pari Passu Intercreditor Agreement and any Junior Priority Intercreditor
Agreement.”




     “‘Amendment No. 5’ means Amendment No. 5 to this Agreement, dated as of
August 28, 2009, among the Borrower, the Subsidiary Borrowers and the
Administrative Agent.”




     “‘Amendment No. 5 Effective Date’ has the meaning specified in
Amendment No. 5.”




     “‘Electing Lender’ has the meaning specified in Section 2.17(f)(i).”




     “‘Extended Revolving Credit Commitment’ has the meaning set forth in
Section 2.17(b).”



-2-









 






     “‘Extended Term Loan’ has the meaning set forth in Section 2.17(b).”




     “‘Extending Lender’ has the meaning set forth in Section 2.17.”




     “‘Extension’ has the meaning set forth in Section 2.17(a).”




     “‘Extension Amendment” has the meaning set forth in Section 2.17(a).”




     “‘Further Election’ has the meaning specified in Section 2.17(f)(i).”




     “‘Initial New Revolving Commitment’ has the meaning set forth in
Section 2.17(f)(iii).”




     “‘Junior Priority Intercreditor Agreement’ means a customary
intercreditor, collateral trust or other similar agreement entered into in
connection with the issuance of any Additional Senior Secured Notes secured
by Liens ranking junior to the Liens securing the Obligations, that
provides, for terms substantially similar to those set forth on Exhibit M to
this Agreement, with such changes (so long as such changes, taken as a
whole, are not materially adverse to the Lenders), if any, as may be
reasonably satisfactory to the Administrative Agent.”




     “‘New Revolving Amount’ has the meaning specified in Section
2.17(f)(i).”




     “‘New Revolving Commitment Lenders’ has the meaning specified in
Section 2.17(f)(i).”




     “‘New Revolving Credit Commitment’ has the meaning specified in Section
2.17(f)(i).”




     “‘Non-Electing Lender’ has the meaning specified in Section
2.17(f)(i).”




     “‘Pari Passu Intercreditor Agreement’ means an intercreditor,
collateral trust or other similar agreement, substantially in the form of
Exhibit N, entered into in connection with the issuance of any Additional
Senior Secured Notes secured by Liens ranking pari passu to the Liens
securing the Obligations, appropriately modified to reflect the terms of the
applicable issue of Additional Senior Secured Notes and with such other
changes (so long as such changes, taken as a whole, are not materially
adverse to the Lenders), if any, as may be reasonably satisfactory to the
Administrative Agent.”




     “‘Post Effectiveness’ has the meaning specified in Section
2.17(f)(ii).”




     “‘Pre-Effectiveness’ has the meaning specified in Section 2.17(f)(ii).”




     “‘Pro Rata Extension Offer’ has the meaning set forth in Section 2.17.”




     “‘Revolving Pro Rata Extension Offers’ has the meaning specified in
Section 2.17(a).”



-3-









 






     “‘Term B-4 Base Rate Loan’ mean a Base Rate Loan designated as such
pursuant to Section 4 of Amendment No. 5.”




     “‘Term B-4 Eurocurrency Rate Loan’ mean a Eurocurrency Rate Loan
designated as such pursuant to Section 4 of Amendment No. 5.”




     “‘Term B-4 Lender’ means, at any time, any Lender that has a Term B-4
Loan Commitment or a Term B-4 Loan at such time.”




     “‘Term B-4 Loan’ means any Term B-4 Base Rate Loan or any Term B-4
Eurocurrency Rate Loan, as applicable.”




     “‘Term B-4 Loan Commitment’ means, as to each Term B-4 Lender, its
obligation to exchange and convert Term B-2 Loans for and into Term B-4
Loans pursuant to Section 2.17(a) in an aggregate amount not to exceed the
amount set forth in such Term B-4 Lender’s Lender Addendum delivered by such
Term B-4 Lender on the Amendment No. 5 Effective Date as provided in
Amendment No. 5, as applicable, as such amount may be adjusted from time to
time in accordance with this Agreement. The aggregate Term B-4 Commitments
of all Term B-4 Lenders on the Amendment No. 5 Effective Date is
$750,000,000.”




     “‘Term B-4 Note’ means a promissory note of the Borrower and the
Subsidiary Borrowers payable to any Term B-4 Lender or its registered
assigns, in substantially the form of Annex B to Amendment No. 5, evidencing
the aggregate Indebtedness of the Borrower and the Subsidiary Borrowers
(which shall be allocated among them ratably in accordance with the
Designated Amounts) to such Term B-4 Lender resulting from the Term B-4
Loans made or held by such Term B-4 Lender.”




     “‘Term Pro Rata Extension Offers’ has the meaning specified in Section
2.17(a).”




     (ii) The definition of “Applicable Rate” is hereby amended by (1) renumbering the
existing clause (c) as clause (d) and (2) inserting the following as a new clause (c)
thereof:




     “(c) with respect to Term B-4 Loans, (i) commencing on the Amendment
No. 5 Effective Date, (A) for Eurocurrency Rate Loans, 3.875% and (B) for
Base Rate Loans, 2.875% and (ii) thereafter, the following percentages per
annum based on the Borrower’s Corporate Family Rating from Moody’s and
Issuer Credit Rating from S&P as set forth below:



-4-









 





	 	 	 	 	 	 	 	 	 	 	 
	Applicable Rate
	 	 	 	 	Eurocurrency	 	 
	Pricing Level	 	Rating	 	Rate	 	Base Rate
	1

	 	B1 or higher by Moody’s and
B+ or higher by S&P
	 	 	3.625	%	 	 	2.625	%
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Less than Pricing Level 1
but at least B2 by Moody’s
and B by S&P
	 	 	3.875	%	 	 	2.875	%
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	B3 or lower by Moody’s or
B- or lower by S&P
	 	 	4.25	%	 	 	3.25	%







Changes in the Applicable Rate for Term B-4 Loans resulting from changes in
ratings by Moody’s or S&P shall become effective on the Business Day
following the public announcement of such new rating. If one or more of
such rating agencies shall not have in effect a Corporate Family Rating or
an Issuer Credit Rating, as applicable (other than by reason of the
circumstances referred to in the following sentence), then the rating
assigned by the other rating agency shall be used to establish the
Applicable Rate for the Term B-4 Loans. If the rating system of Moody’s or
S&P shall change, or if either rating agency shall cease to be in the
business of providing corporate ratings, the Borrower and the Administrative
Agent shall negotiate in good faith to amend this definition to reflect such
changed rating system or the unavailability of ratings from such rating
agency and, pending the effectiveness of any such amendment, the rating of
such rating agency shall be determined by reference to the rating most
recently in effect prior to such change or cessation. At the option of the
Administrative Agent or the Required Lenders, the highest Pricing Level
shall apply as of the first Business Day after an Event of Default under
Section 8.01 (a) shall have occurred and be continuing, and shall continue
to so apply to but excluding the date on which such Event of Default is
cured or waived (and thereafter the Pricing Level otherwise determined in
accordance with this definition shall apply).”




     (iii) Clause (c) of the definition of “Change of Control” is hereby amended by adding
the words “, any Additional Senior Secured Notes” after the words “pertaining to the New
Notes”.




     (iv) The definition of “Class” is hereby amended by amending and restating in its
entirety as follows:




     “‘Class’ (a) when used with respect to Lenders, refers to whether such
Lenders are Revolving Credit Lenders, Existing Term Lenders, Term B-2
Lenders, Incremental Term B-3 Lenders, Term B-4 Lenders, Extending Lenders
with Extended Term Loans or Extended Lenders with Extended Revolving Credit
Commitments, (b) when used with respect to Commitments, refers to whether
such Commitments are Revolving Credit Commitments, Term B-2 Commitments,
Incremental Term B-3 Commitments, Term B-4 Commitment, any commitments in
respect of any Extended Term Loans or any Extended Revolving Credit
Commitments and (c) when used with respect to Loans or a Borrowing,



-5-









 







refers to whether such Loans, or the Loans comprising such Borrowing,
are Revolving Credit Loans, Existing Term Loans, Term B-2 Loans, Incremental
Term B-3 Loans, Term B-4 Loans, Extended Term Loans or Loans in respect of
Extended Revolving Credit Commitments.”




     (v) The definition of “Consolidated Senior Secured Debt” is hereby amended by amending
and restating in its entirety as follows:




     “‘Consolidated Senior Secured Debt’ means, as of any date of
determination, the outstanding principal amount, without duplication, of (a)
all Indebtedness under the Facility, (b) all other Consolidated Total Debt
permitted under Sections 7.03(b)(i), (e), (h), (n) and (s) and any Guarantee
under Section 7.03(c) in respect of such Consolidated Total Debt, in each
case, that is secured by a Lien and (c) any Additional Senior Secured
Notes.”




     (vi) The definition of “Designated Amount” is hereby amended by inserting after “Term
B-2 Loans” in clause (a) thereof the words “and any Term B-4 Loans issued in exchange
therefor, determined based on the aggregate principal amount of all Term B-2 Loans, Term B-4
Loans and any Extended Term Loans with respect to the aforementioned”




     (vii) The definition of “Facility” is hereby amended by amending and restating in its
entirety as follows:




     “‘Facility’ means the Existing Term Loans, the Term B-2 Loans, the
Incremental Term B-3 Loans, the Term B-4 Loans, any Extended Term Loans, the
Revolving Credit Facility, a facility comprised of Extended Revolving Credit
Commitments, the Swing Line Sublimit or the Letter of Credit Sublimit, as
the context may require.”




     (viii) The definition of “Lender Addendum” is hereby amended by amending and restating
in its entirety as follows:




     ““Lender Addendum” means, with respect to any applicable Lender, (i) a
Lender Addendum, substantially in the form of Exhibit K, executed and
delivered by such Lender on the Closing Date as provided in Section 10.23,
(ii) a Lender Addendum, substantially in the form of Annex D to Amendment
No. 1, executed and delivered by such Lender on the Amendment No. 1
Effective Date as provided in Amendment No. 1, (iii) a Lender Addendum,
substantially in the form of Annex B to Amendment No. 2, executed and
delivered by such Lender on the Amendment No. 2 Effective Date as provided
in Amendment No. 2, (iv) a Lender Addendum, substantially in the form of
Annex C to Amendment No. 3, executed and delivered by such Lender on the
Amendment No. 3 Effective Date as provided in Amendment No. 3 or (v) a
Lender Addendum, substantially in the form of Annex A to Amendment No. 5,
executed and delivered by such Lender on the Amendment No. 5 Effective Date
as provided in Amendment No. 5.”




     (ix) The definition of “Maturity Date” is hereby amended by amending and restating in
its entirety as follows:




     “‘Maturity Date’ means (a) with respect to the Revolving Credit
Facility, October 24, 2012, (b) with respect to the Existing Term Loans, the
Term B-2



-6-









 







Loans and the Incremental Term B-3 Loans, October 24, 2013 and (c) with
respect to the Term B-4 Loans, July 15, 2016; provided, however, that such
date with respect to the Term B-4 Loans shall automatically become July 15,
2014 if, (i) as of such date, more than $50.0 million in aggregate principal
amount of the Senior Notes remains outstanding and (ii) the Senior Secured
Leverage Ratio (provided that for the purpose of calculating the Senior
Secured Leverage Ratio Consolidated Senior Secured Debt shall be calculated
net of unrestricted cash and cash equivalents as contemplated by clause (b)
of the definition of “Consolidated Total Debt”, without duplication of any
amounts already deducted in arriving at such Consolidated Senior Secured
Debt) as of the last day of the most recent Test Period for which financial
statements have been delivered under Section 6.01(a) or (b), as applicable,
is greater than 2.8 to 1.0.”




     (x) The definition of “Term Commitment” is hereby amended by amending and restating in
its entirety as follows:




     “‘Term Commitment’ means any Term B-2 Commitment, Incremental Term Loan
Commitment, Incremental Term B-3 Loan Commitment, Term B-4 Loan Commitment
or any commitment in respect of Extended Term Loans.”




     (xi) The definition of “Term Lender” is hereby amended by amending and restating in its
entirety as follows:




     “‘Term Lender’ means any Existing Term Lender, any Term B-2 Lender, any
Incremental Term B-3 Lender, any Term B-4 Lender or any Extending Lender, as
applicable.”




     (xii) The definition of “Term Loan” is hereby amended by amending and restating in its
entirety as follows:




     “‘Term Loan’ means any Existing Term Loan, any Term B-2 Loan, any
Incremental Term B-3 Loan, any Term B-4 Loan or any Extended Term Loan, as
applicable.”




     (xiii) The definition of “Term Note” is hereby amended by amending and restating in its
entirety as follows:




     “‘Term Note’ means any Existing Term Note, any Term B-2 Note, any
Incremental Term B-3 Note or any Term B-4 Note, as applicable.”




     (b) Section 2.05 is hereby amended as follows:




     (i) Section 2.05(a)(i) is hereby amended by inserting the following at the end of such
clause: “In the event that, on or prior to the second anniversary of the Amendment No. 5
Effective Date, there shall occur any amendment, amendment and restatement or other
modification of this Agreement which reduces the Applicable Rate with respect to the Term
B-4 Loans (other than the replacement of Term B-4 Loans with Extended Term Loans) or any
optional prepayment or refinancing of the Term B-4 Loans (other than a refinancing in full
of all of the Facilities) with proceeds of the substantially concurrent incurrence of new
term loans having lower applicable rates (after giving effect to any premiums, upfront or
similar fees or original issue discount paid on such new term loans) than the Applicable
Rate for the Term B-4 Loans as of the Amendment




-7-











 






No. 5 Effective Date, each such amendment, amendment and restatement, modification,
prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment
premium, as applicable, equal to 1.0% of the principal amount of Term B-4 Loans outstanding
on the effective date of such amendment or that are repaid or refinanced, as applicable.
Notwithstanding the foregoing, the Borrower may not prepay Term B-4 Loans or any Extended
Term Loans unless such prepayment is accompanied by a pro rata prepayment of Term B-2 Loans
or Term Loans of the Class from which such Extended Term Loans were converted (or such Term
Loans of such Class have otherwise been repaid in full); provided that for the avoidance of
doubt the Borrower may prepay Term Loans other than Term B-4 Loans without a pro rata
prepayment of the Term B-4 Loans, and may prepay Term Loans of another Class from which
Extended Term Loans may be converted without a pro rata prepayment of such Extended Term
Loans”;




     (ii) Section 2.05(b)(iii) is hereby amended by inserting after “Section 7.03” the words
“or issues or incurs Indebtedness in respect of Additional Senior Secured Notes pursuant to
Section 7.03(v)”; and




     (iii) Section 2.05(b)(v) is hereby amended by inserting after “applied” the words “in
respect of prepayments pursuant to Section 2.05(b) (other than prepayments pursuant to
Section 2.05(b)(iii) in respect of the issuance or incurrence of Indebtedness in respect of
Additional Senior Secured Notes pursuant to Section 7.03(v)), to prepay the Term Loans pro
rata across each Class, and in respect of mandatory prepayments required pursuant to Section
2.05(b)(iii) in respect of the issuance or incurrence of Indebtedness in respect of
Additional Senior Secured Notes pursuant to Section 7.03(v), at the direction of the
Borrower either (A) first to prepay the Term Loans with the earliest Maturity Date pro rata
across all such Term Loans having such identical Maturity Date, and thereafter to prepay the
remaining Term Loans pro rata across each Class of such Term Loans or (B) to prepay the Term
Loans pro rata across each Class, in each case, applied”.




     (c) Section 2.07(a) is hereby amended by (i) inserting after each instance of “Term B-2
Loans” the words “and Term B-4 Loans (or related predecessor Loans)” and (ii) inserting
“applicable” prior to each instance of “Term Loans”.




     (d) Section 2.14(a) is hereby amended by inserting “(other than, for the avoidance of
doubt those established in respect of Extended Term Loans or Extended Revolving Credit
Commitments pursuant to Section 2.17)” following “Increases” in the last sentence of such
Section.




     (e) Article II is hereby amended by inserting the following new Section 2.17 at the end
thereof:




     “Section 2.17 Extension Offers.




     (a) Pursuant to one or more offers made from time to time by the Borrower to
all Term Lenders holding Term Loans of a specified Class(es) with notice to the
Administrative Agent, on a pro rata basis (based on the aggregate outstanding Term
Loans) and on the same terms (‘Term Pro Rata Extension
Offers’), the Borrower is
hereby permitted to consummate transactions with individual Term Lenders from time
to time to extend the maturity date of such Lender’s Term Loans and to otherwise
modify the terms of such Lender’s Term Loans pursuant to the terms of the relevant
Term Pro Rata Extension Offer (including without limitation increasing the interest
rate or fees payable in respect of such Lender’s Term Loans and/or modifying the
amortization schedule in respect of such Lender’s Term Loans). Pursuant to one or
more offers made from time to time



-8-









 







by the Borrower to all Revolving Credit Lenders with notice to the
Administrative Agent, on a pro rata basis (based on the aggregate outstanding
Revolving Credit Commitments) and on the same terms (‘Revolving Pro Rata Extension
Offers’ and, together with Term Pro Rata Extension Offers, ‘Pro Rata Extension
Offers’), the Borrower is hereby permitted to consummate transactions with
individual Revolving Credit Lenders from time to time to extend the maturity date of
such Lender’s Revolving Credit Commitments and to otherwise modify the terms of such
Lender’s Revolving Credit Commitments pursuant to the terms of the relevant
Revolving Pro Rata Extension Offer (including without limitation increasing the
interest rate or fees payable in respect of such Lender’s Revolving Credit
Commitments). For the avoidance of doubt, the reference to “on the same terms” in
the preceding sentences shall mean, (i) when comparing Term Pro Rata Extension
Offers, that the Term Loans are offered to be extended for the same amount of time
and that the interest rate changes and fees payable in respect thereto are the same
and (ii) when comparing Revolving Pro Rata Extension Offers, that the Revolving
Credit Commitments are offered to be extended for the same amount of time and that
the interest rate changes and fees payable in respect thereto are the same. Any
such extension (an ‘Extension’) agreed to between the Borrower and any such Lender
(an ‘Extending Lender’) will be established under this Agreement pursuant to an
amendment (an ‘Extension Amendment’) to this Agreement and, as appropriate, the
other Loan Documents, executed by the Borrower, each Extending Lender and the
Administrative Agent (which Extension Amendment, for the avoidance of doubt, shall
not require the consent of any other Lender).




     (b) Each Extension Amendment shall specify the terms of the applicable extended
Term Loan (any such extended Term Loan, an ‘Extended Term Loan’) and/or extended
Revolving Credit Commitment (any such extended Revolving Credit Commitment, an
“Extended Revolving Credit Commitment”); provided that (i) except as to interest
rates, fees, amortization, final maturity date, subordinated collateral
arrangements, if any, and subordinated voluntary and mandatory prepayment
arrangements, if any (which shall be determined by the Borrower and set forth in the
Pro Rata Extension Offer), the Extended Term Loans shall have (x) the same terms as
the Term B-4 Loans, or (y) such other terms as shall be reasonably satisfactory to
the Administrative Agent and (ii) except as to interest rates, fees, final maturity,
subordinated collateral arrangements, if any, and subordinated voluntary and
mandatory prepayment arrangements, if any, any Extended Revolving Credit Commitment
shall be a Revolving Credit Commitment with the same terms as the Revolving Credit
Loans; provided, however, that (A) the interest rate margins for any (1) Extended
Term Loan, shall not be greater than the highest interest rate margins that may,
under any circumstances, be payable with respect to Term B-4 Loans or any other
Extended Term Loans, plus in each case 25 basis points (and the interest rate
margins applicable to the Term B-4 Loans or any other Extended Term Loans, as
applicable, shall be increased to the extent necessary to achieve the foregoing) and
(2) any Extended Revolving Credit Commitment, shall not be greater than the highest
interest rate margins that may, under any circumstances, be payable with respect to
any previously issued Extended Revolving Credit Commitment plus in each case 25
basis points (and the interest rate margins applicable to any other Extended
Revolving Credit Commitment, shall be increased to the extent necessary to achieve
the foregoing) and (B) solely for purposes of the foregoing clause (A), the interest
rate margins applicable to any Extended Term Loan or Extended Revolving Credit
Commitment shall be deemed to (1) include all upfront or similar fees or original
issue discount payable generally to Lenders providing such Extended Term Loans or
Extended Revolving Credit Commitments based on an assumed four-year life to maturity
or any minimum Eurocurrency Rate and (2) ex-



-9-









 







clude customary consent fees payable to Lenders and arrangement fees payable to
arrangers in connection with such Pro Rata Extension Offer.




     (c) Upon the effectiveness of any such Extension, the applicable Extending
Lender’s Term Loan will be automatically designated an Extended Term Loan and/or
such Extending Lender’s Revolving Credit Commitment will be automatically designated
an Extended Revolving Credit Commitment. For the avoidance of doubt, the
commitments and obligations of any Swing Line Lender or L/C Issuer can only be
extended pursuant to an Extension or otherwise with such Person’s consent.




     (d) Notwithstanding anything to the contrary set forth in this Agreement or any
other Loan Document (including without limitation this Section 2.17), (i) no
Extended Term Loan or Extended Revolving Credit Commitment is required to be in any
minimum amount or any minimum increment; provided that the aggregate amount of (A)
Extended Term Loans for any new Class of Term Loans made in connection with any Pro
Rata Extension Offer shall be at least $50,000,000 and (B) Extended Revolving
Commitment for any new Class of Revolving Credit Commitments made in connection with
any Pro Rata Extension Offer shall be at least $25,000,000, (ii) any Extending
Lender may extend all or any portion of its Term Loans and/or Revolving Credit
Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable
proration in the case of over participation) (including the extension of any
Extended Term Loan and/or Extended Revolving Credit Commitment) and (iii) there
shall be no condition to any Extension of any Loan or Revolving Credit Commitment at
any time or from time to time other than notice to the Administrative Agent of such
Extension and the terms of the Extended Term Loan or Extended Revolving Credit
Commitment implemented thereby.




     (e) Each extension shall be consummated pursuant to procedures set forth in the
associated Pro Rata Extension Offer; provided that the Borrowers shall cooperate
with the Administrative Agent prior to making any Pro Rata Extension Offer to
establish reasonable procedures with respect to mechanical provisions relating to
such Extension, including, without limitation, timing, rounding and other
adjustments.




     (f) (i) Notwithstanding the foregoing, from time to time after the Amendment
Effective Date, upon notice by the Borrower to the Administrative Agent, banks or
other financial institutions (“New Revolving Commitment Lenders”), which may or may
not be existing Lenders, may elect to provide a new Revolving Credit Commitment (a
“New Revolving Credit Commitment”) hereunder; provided that, to the extent such
banks or other financial institutions are not existing Lenders, such banks or
institutions shall be reasonably acceptable to the Administrative Agent, Swing Line
Lender and L/C Issuer. Such New Revolving Credit Commitment will be in an amount
(the “New Revolving Amount”) and have the terms specified in the notice to the
Administrative Agent; provided that except as to interest rates, fees, final
maturity, subordinated collateral arrangements, if any, and subordinated voluntary
and mandatory prepayment arrangements, if any (and subject to clause (f)(iii)
below), any New Revolving Credit Commitment shall be a Revolving Credit Commitment
with the same terms as the Revolving Credit Loans. Upon receipt of a New Revolving
Credit Commitment, the Borrower shall make a Pro Rata Extension Offer to all
existing Revolving Credit Lenders to extend the maturity date of their Revolving
Credit Commitments on the same terms as the New Revolving Credit Commitment (each
Revolving Credit Lender that accepts such Pro Rata Extension Offer, an “Electing
Lender”, and each existing Revolving Credit Lender that is not an Electing Lender, a
“Non-Electing Lender”). Following such election (i)



-10-









 







the Revolving Credit Commitments of all existing Revolving Credit Lenders will
be permanently reduced by an aggregate amount equal to the New Revolving Amount in
the manner specified by Section 2.06(c) and (ii) the New Revolving Credit Commitment
of the New Revolving Commitment Lenders will become effective and the aggregate
Revolving Credit Commitment shall be increased by the New Revolving Amount. In
connection with the foregoing, each Electing Lender may further elect with the
consent of the Borrower (a “Further Election”) to provide a New Revolving Credit
Commitment hereunder in an amount such that after giving effect to all New Revolving
Credit Commitments, the amount of such Electing Lender’s Revolving Credit Commitment
will equal the amount of such Electing Lender’s Revolving Credit Commitment prior to
any such reduction. In the event any Electing Lender has made a Further Election,
the reduction of all Revolving Credit Commitments contemplated by the second
preceding sentence will instead be made in an aggregate amount to reflect the New
Revolving Amount of the New Revolving Commitment Lenders and the new commitments of
all Electing Lenders making a Further Election. Subject to the foregoing, the New
Revolving Credit Commitments of the New Revolving Commitment Lenders and the new
commitments of all Electing Lenders making a Further Election will otherwise be
incorporated as Revolving Credit Commitments hereunder in the same manner in which
Extended Revolving Credit Commitments are incorporated hereunder pursuant to this
Section 2.17, including without limitation for purposes of Section 2.17(e).




     (ii) For the avoidance of doubt, after giving effect to such New Revolving
Credit Commitments (“Post Effectiveness”), (1) the aggregate amount of Revolving
Credit Commitments of all Classes derived from each Class in effect prior to such
New Revolving Credit Commitments will be the same as the aggregate amount of
Revolving Credit Commitments of each Class in effect prior to giving effect to such
New Revolving Credit Commitments (“Pre-Effectiveness”), (2) the Revolving Credit
Lenders that are Non-Electing Lenders will have Revolving Credit Commitments with
the same terms as the Revolving Credit Commitment in effect Pre-Effectiveness, (3)
the Revolving Credit Lenders that are Electing Lenders will have Revolving Credit
Commitments with the same terms as the New Revolving Credit Commitment, (4) each
Revolving Credit Lender that is an Electing Lender that has made a Further Election
will have an aggregate amount of Revolving Credit Commitments equal to the amount of
Revolving Credit Commitments it had Pre-Effectiveness and (5) the New Revolving
Commitment Lender will have a Revolving Credit Commitment on the terms of the New
Revolving Credit Commitment in an aggregate amount equal to the New Revolving
Amount.




     (iii) With respect to any New Revolving Credit Commitment established after
the Amendment Effective Date, other than the initial New Revolving Credit Commitment
established after the Amendment Effective Date (the “Initial New Revolving
Commitment”), (A) the interest rate margins for any New Revolving Credit Commitment
shall not be greater than the highest interest rate margins that may, under any
circumstances, be payable with respect to any New Revolving Commitment plus 25 basis
points (and the interest rate margins applicable to any New Revolving Credit
Commitment shall be increased to the extent necessary to achieve the foregoing), (B)
solely for purposes of the foregoing clause (A), the interest rate margins
applicable to any New Revolving Credit Commitment shall be deemed to (1) include all
upfront or similar fees or original issue discount payable generally to Lenders
providing such New Revolving Credit Commitments based on an assumed four-year life
to maturity or any minimum Eurocurrency Rate and (2) exclude customary consent fees
payable to Lenders and arrangement fees payable to arrangers in connection with such
New Revolving Commitments.”



-11-









 






     (f) Section 7.01 is hereby amended as follows:




     (i) Section 7.01(y) is hereby amended by deleting “and” at the end thereof;




     (ii) Section 7.01(z) is hereby amended by replacing the period with “; and”; and




     (iii) Section 7.01 is hereby amended by inserting the following new clause (aa) at the
end thereof:




     “(aa) Liens securing Additional Senior Secured Notes, provided if the Liens on
the Collateral securing such Additional Senior Secured Notes (i) are or intended to
be junior in priority to the Liens on the Collateral securing the Obligations, then
such Liens shall be subject to a Junior Priority Intercreditor Agreement and (ii)
are pari passu to Liens on the Collateral securing the Obligations, then such Liens
shall be subject to a Pari Passu Intercreditor Agreement.”.




     (g) Section 7.03(v) is hereby amended and restated in its entirety to read as follows:




     “Indebtedness in respect of the (i) New Notes and (ii) Additional Senior
Secured Notes and any Permitted Refinancing of the foregoing; provided that not less
than 100% of the Net Cash Proceeds of the issuance of the Additional Senior Secured
Notes shall be used to prepay the Term Loans at par (which prepayment shall be
applied to repayments of the Term Loans required pursuant to Section 2.07(a) in the
manner as directed by the Borrower).”.




     (h) Section 7.08(n) is hereby amended by inserting after “the New Notes Documentation”
the words “and the Additional Senior Secured Notes Documentation”.




     (i) Section 7.09 is hereby amended by deleting “and” before clause (xi) and inserting
at the end of the first sentence the words “, and (xii) are in the Additional Senior Secured
Notes Documentation”.




     (j) Section 7.11 is hereby amended as follows:




     (i) Section 7.11(a) is hereby amended by inserting the following at the end of such
Section: “and for each Test Period thereafter 3.75:1.”; and




     (ii) Section 7.11(b) is hereby amended by inserting the following at the end of such
Section: “and for each Test Period thereafter 2.50:1.”.




     (k) Section 9.11 is hereby amended as follows:




     (i) Section 9.11(a) is hereby amended by deleting “or” before clause (iv) and inserting
at the end of such Section the words “or (v) upon the terms of the Collateral Documents or
the Additional Senior Secured Notes Intercreditor Agreement or any other intercreditor
agreement entered into pursuant hereto”;




     (ii) Section 9.11(b) is hereby amended by deleting “and” at the end thereof;




     (iii) Section 9.11(c) is hereby amended by replacing the period with “; and”; and



-12-









 






     (iv) Section 9.11 is hereby amended by inserting the following new clause (d)
after clause (c):




     (v) “(d) that the Administrative Agent is authorized to enter into the following in
connection with the Additional Senior Secured Notes and, if applicable, any Extended Term
Loan or Extended Revolving Credit Commitment: (i) amendments to the Collateral Documents
that the Administrative Agent deems reasonable; (ii) any Pari Passu Intercreditor Agreement;
(iii) any Junior Priority Intercreditor Agreement; and (iv) any other intercreditor
agreement it deems reasonable, provided that any such intercreditor agreement contemplated
by this clause (iv) shall be posted to the Lenders three Business Days before execution
thereof and, if the Required Lenders shall not have objected to such intercreditor
agreement, then the Required Lenders shall be deemed to agree that the Administrative Agent
entry into such intercreditor agreement is reasonable and to have consented to such
intercreditor agreement and the Administrative Agent’s execution thereof.”




     (l) Article X is hereby amended by inserting the following new Section 10.24 at the end
thereof:




     “Section 10.24 Subject to Intercreditor Agreement.




     Notwithstanding anything herein to the contrary, (i) the liens and security
interests granted to the Administrative Agent pursuant to the Collateral Documents
are expressly subject to any Additional Senior Secured Notes Intercreditor Agreement
and any other intercreditor agreement entered into pursuant hereto and (ii) the
exercise of any right or remedy by the Administrative Agent hereunder or under any
Additional Senior Secured Notes Intercreditor Agreement and any other intercreditor
agreement entered into pursuant hereto is subject to the limitations and provisions
of the Additional Senior Secured Notes Intercreditor Agreement and such other
intercreditor agreement entered into pursuant hereto. In the event of any conflict
between the terms of the Additional Senior Secured Notes Intercreditor Agreement or
any other such intercreditor and terms of this Agreement, the terms of the
Additional Senior Secured Notes Intercreditor Agreement or such other intercreditor
agreement, as applicable, shall govern.”



          3. Representations and Warranties. Each Loan Party hereby represents and warrants
that (i) it is legally authorized to enter into and has duly executed and delivered this Agreement,
(ii) no Default or Event of Default has occurred and is continuing, and (iii) the representations
and warranties set forth in Article V (Representations and Warranties) of the Credit Agreement and
in the Collateral Documents and other Loan Documents, are true and correct in all material respects
on and as of the Effective Date with the same effect as though made on and as of the Closing Date
(as defined in the Credit Agreement), except to the extent such representations and warranties
expressly relate to an earlier date, in which case such representations and warranties were true
and correct in all material respects as of such earlier date.




          4. Conditions Precedent to Effectiveness. The amendments set forth in clause 2 hereof
shall become effective immediately upon the date (the “Effective Date”) when each of the
following conditions shall first have been satisfied:





     (a) Each of the parties hereto (which shall include the Required Lenders and each
Electing Term Lender as provided in clause (b) of this Section 4) shall have executed and
delivered this Amendment;



-13-









 






     (b) All Term B-2 Lenders may elect (the “Electing Term Lenders”) to become Term
B-4 Lenders and holders of Term B-4 Loans subject to all of the rights, obligations and
conditions thereto under the Credit Agreement, as amended hereto, by executing the
appropriate signature page in accordance with clause 5 hereof and delivering to the
Administrative Agent such signature page (the “Term B-4 Loan Notice”) stating the
amount of either (i) their Base Rate Loan (as defined under the Credit Agreement)
outstanding that such Term Lender would like to extend and reclassify to a Term B-4 Base
Rate Loan or (ii) their Eurocurrency Rate Loan (as defined under the Credit Agreement)
outstanding that such Term Lender would like to extend and reclassify to a Term B-4
Eurocurrency Rate Loan, as applicable immediately prior to the effectiveness of the Credit
Agreement, as amended hereto (the “Proposed Term B-4 Loan Amount”); provided
that the aggregate amount of all Term Loans that may be reclassified as Term B-4 Loans in
accordance with this clause 4(b) shall not exceed $1,000,000,000 (the “Extended Term
Loan Cap”). In the event that the Electing Term Lenders collectively submit Term B-4
Loan Notices prior to the Consent Deadline indicating that the aggregate Proposed Term B-4
Loan Amount would exceed the Extended Term Loan Cap, such Electing Term Lenders shall be
deemed to have extended and reclassified their Term B-2 Loans for either Term B-4 Base Rate
Loans or Term B-4 Eurocurrency Rate Loans, as applicable, in an amount obtained by
multiplying each such Electing Term Lender’s individual Proposed Term B-4 Loan Amount as set
forth on such Electing Term Lender’s signature page to this Amendment as of the Consent
Deadline (as defined below) by the quotient obtained by dividing the Extended Term Loan Cap
by the aggregate Proposed Term B-4 Loan Amount of all Lenders obtained prior to the Consent
Deadline, with rounding adjustments with respect to the amount to be allocated to each such
Electing Term Lender as the Administrative Agent may determine in its discretion.




     (c) Each Term Lender executing this Amendment as a “Term B-4 Lender” shall have
received, if requested by it, one or more replacement Notes payable to the order of such
Term B-4 Lender duly executed by the Borrower in substantially the form of Annex B to
Amendment No. 5, as amended hereto, as the case may be, evidencing such Term Lenders’ Term
B-4 Loans, as extended; provided that such Term B-4 Lender shall have returned to
the Borrower any Note held by it prior to the Effective Date.




     (d) The Borrower shall have paid all reasonable fees and out-of-pocket expenses
(including the reasonable legal fees and expenses of Cahill Gordon & Reindel llp)
incurred by the Administrative Agent, Deutsche Bank Securities Inc., Wells Fargo Securities,
LLC and Banc of America Securities LLC in connection with the preparation, negotiation and
execution of this Amendment or otherwise required to be paid in connection with this
Amendment, to the extent invoiced at least one Business Day prior to the date hereof.




     (e) The Administrative Agent shall have received such opinions as may reasonably be
requested by it, including an opinion of Ropes & Gray LLP, New York counsel to the Loan
Parties, each dated as of the Effective Date and reasonably satisfactory to the
Administrative Agent.




     (f) The Administrative Agent shall have received a completed “Life-of-Loan” Federal
Emergency Management Agency Standard Flood Hazard Determination with respect to each
Mortgaged Property;




     (g) The Administrative Agent shall have received from the Borrower a consent fee
payable in Dollars for the account of each Lender (other than a Defaulting Lender) that has
returned an executed signature page to this Amendment to the Administrative Agent at or
prior to 5:00 p.m., New York City time on August 18, 2009 (the “Consent Deadline”
and each such



-14-









 







Lender, a “Consenting Lender”) equal to 0.05% of the sum of (x) the aggregate
principal amount of Term Loans, if any, held by such Consenting Lender as of the Consent
Deadline with respect to which a consent was delivered and (y) the aggregate amount of the
Revolving Credit Commitment, if any, of such Consenting Lender as of the Consent Deadline
with respect to which a consent was delivered.




     (h) The Administrative Agent shall have received a certificate of a Responsible Officer
of the Borrower, certifying the conditions precedent set forth in Sections 4.02(a) and (b)
of the Credit Agreement shall have been satisfied on and as of the Effective Date.




     5. Effect of Amendment.



          (a) Subject to Section 8 hereof, on and after the effectiveness of this Amendment, each
reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like
import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as
modified by this Amendment.




          (b) The Credit Agreement and each of the other Loan Documents, as specifically amended by this
Amendment, are and shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents
and all of the Collateral described therein do and shall continue to secure the payment of all
Obligations of the Loan Parties under the Loan Documents, in each case, as amended by this
Amendment.




          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any Lender or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of
any of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall
for all purposes constitute a Loan Document.




          (d) On the Effective Date: if the aggregate Proposed Term B-4 Loan Amount for all Electing
Term Lenders is less than or equal to the Extended Term Loan Cap, (A) each Term B-2 Lender that has
executed and delivered a counterpart to this Amendment as a “Term B-4 Base Rate Lender” (each, a
“Term B-4 Base Rate Lender”) and has designated on its signature page an aggregate
principal amount of its Term B-2 Loan to be treated as a “Term B-4 Base Rate Loan” (a “Term B-4
Base Rate Loan”) shall have its Term B-2 Loan automatically reclassified as a Term B-4 Base
Rate Loan for the purpose of the Credit Agreement, as amended hereto, in an aggregate principal
amount equal to its Proposed Term B-4 Loan Amount; and (B) each Term B-2 Lender that has executed
and delivered a counterpart to this Amendment as a “Term B-4 Eurocurrency Rate Lender” (each, a
“Term B-4 Eurocurrency Rate Lender”) and has designated on its signature page an aggregate
principal amount of its Term B-2 Loan to be treated as a “Term B-4 Eurocurrency Rate Loan” (a
“Term B-4 Eurocurrency Rate Loan”) shall have its Term B-2 Loan automatically reclassified
as a Term B-4 Eurocurrency Rate Loan for the purpose of the Credit Agreement, as amended hereto, in
an aggregate principal amount equal to its Proposed Term B-4 Loan Amount; provided if the
aggregate Proposed Term B-4 Loan Amount for all Electing Term Lenders is greater than the Extended
Term Loan Cap, such amount of Term B-4 Loans will be allocated to the Electing Term Lenders in
accordance with clause 4(b) hereof.




          6. Post-Effective Provisions. Each Loan Party covenants that it shall deliver to the
Administrative Agent or Collateral Agent, as applicable:




          (a) With respect to each Mortgage encumbering Mortgaged Property, an amendment thereof (each a
“Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party,




-15-









 







and in form for recording in the recording office where each such Mortgage was recorded,
together with such certificates, affidavits, questionnaires or returns as shall be required in
connection with the recording or filing thereof under applicable law, in each case in form and
substance reasonably satisfactory to the Collateral Agent;




          (b) With respect to each Mortgage Amendment, a copy of the existing mortgage title insurance
policy and an endorsement with respect thereto (collectively, the “Mortgage Policy”)
relating to the Mortgage encumbering such Mortgaged Property assuring the Collateral Agent that the
Mortgage, as amended by the Mortgage Amendment, is a valid and enforceable first priority lien on
such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties
free and clear of all Liens except as expressly permitted by Section 7.01 of the Credit Agreement
or by the Collateral Agent, and such Mortgage Policy shall otherwise be in form and substance
reasonably satisfactory to the Collateral Agent;




          (c) With respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties,
which opinions (a) shall be addressed to each Agent and each of the Lenders, (b) shall cover the
due authorization, execution, delivery and enforceability of the Mortgage Amendment and such other
matters incident to the transactions contemplated herein as the Agents may reasonably request and
(c) shall be in form and substance reasonably satisfactory to the Agents;




          (d) With respect to each Mortgaged Property, such customary and reasonable affidavits,
certificates, information and instruments of indemnification as shall be required to induce
applicable title insurance company to issue the Mortgage Policies contemplated in subparagraph (b)
of this Section 6;




          (e) Evidence reasonably acceptable to the Collateral Agent of payment by the appropriate Loan
Party or Subsidiary thereof of all applicable title insurance premiums, search and examination
charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required
for the recording of the Mortgage Amendments and issuance of the Mortgage Policies referred to in
subparagraph (b) of this Section 6.




     The applicable Loan Parties shall deliver or cause to be delivered each of the documents and
instruments required pursuant to this Section 6 within thirty (30) days after the Effective Date,
unless extended by the Administrative Agent in its sole discretion.



          7. Successors and Assigns. This Amendment shall inure to the benefit of and be
binding upon the successors and permitted assigns of the Existing Agent, the Lenders, the Secured
Parties and the Borrower.




          8. Limitation. Each party hereto hereby agrees that this Amendment is not inconsistent
with the terms of the Credit Agreement.




          9. Counterparts. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which taken together shall be one and the same
instrument.




          10. Headings. The paragraph headings used in this Amendment are for convenience only
and shall not affect the interpretation of any of the provisions hereof.




          11. Interpretation. This Amendment is a Loan Document for the purposes of the Credit
Agreement.




-16-









 








          12. Confirmation of Guaranties. By signing this Agreement, each Guarantor hereby
confirms that (i) the obligations of the Loan Parties under the Credit Agreement as modified hereby
and the other Loan Documents (x) are entitled to the benefits of the guarantees set forth in the
Guaranty and (y) constitute Obligations, and (ii) notwithstanding the effectiveness of the terms
hereof, the Guaranty is, and shall continue to be, in full force and effect and is hereby ratified
and confirmed in all respects.




          13. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND BE CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




[Signature page follows]




-17-









 








          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first written above.




	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent

 	 
	 	By:  	/s/ Mark B. Felker
 	 
	 	 	Name:  	Mark B. Felker 	 
	 	 	Title:  	Managing Director 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 5 (WEST)]

















 




By executing this signature page:



(i) as an existing Term Lender that is an Extending Lender (any such Lender, an “Extending Term
Lender”), the undersigned institution agrees (A) to the terms of the Amendment and (B) on the terms
and subject to the conditions set forth in the Amendment and the Credit Agreement as amended by
Amendment No. 5, to extend and reclassify its Term B-2 Loans into Term B-4 Loans in the amounts
reflected,



(ii) as a Revolving Credit Lender, the undersigned institution agrees to the terms of the
Amendment, and



(iii) as an existing Term Lender that is not an Extending Lender (any such Lender, a “Non-Extending
Term Lender”), the undersigned institution agrees to the terms of the Amendment and the Credit
Agreement as amended by Amendment No. 5, but not to extend and reclassify its Term B-2 Loans into
Term B-4 Loans




Name of Lender: 
 




	 	 	 	 	 
	Executing as an Extending Term Lender:

 	 	 
	by  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	For any Institution requiring a second signature line:

 	 	 
	by  	 	 	 
	 	Name:  	 	 
	 	Title:  	 	 	 
	 



	 	 	 	 	 	 	 
	Tranche	 	 	 	Loans	 	 
	Credit Agreement Reference	 	CUSIP	 	Existing Amount	 	Extended Amount
	Term B-2 Loans
	 	95235LAF7	 	 	 	 
	 
	 	 	 	 
	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Executing as a Non-Extending Term Lender:	 	 	 	Executing as a Revolving Credit Lender:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	by

	 	 	 	 	 	 	 	by	 	 	 	 	 	 
	 	 	Name:

Title:	 	 	 	 	 	Name:

Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	For any Institution requiring a second signature line:	 	For any Institution requiring a second signature line:
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	by

	 	 	 	 	 	 	 	by	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	 	 	Name:	 	 	 	 
	 

	 	Title:
	 	 	 	 	 	 	 	Title:	 	 	 	 






[SIGNATURE PAGE TO AMENDMENT NO. 5 (WEST)]





 









 








	 	 	 	 	 
	 	WEST CORPORATION,

as Borrower

 	 
	 	By:  	/s/ Paul M. Mendlik
 	 
	 	 	Name:  	Paul M. Mendlik 	 
	 	 	Title:  	Chief Financial Officer and Treasurer 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 5 (WEST)]








 









 








	 	 	 	 	 
	 	COSMOSIS CORPORATION

INTERCALL, INC.

INTRADO COMMUNICATIONS INC.

INTRADO COMMUNICATIONS OF VIRGINIA      INC.

INTRADO INC.

INTRADO INFORMATION SYSTEMS      HOLDINGS, INC.

INTRADO COMMAND SYSTEMS, INC.

GEO911, INC.

POSITRON PUBLIC SAFETY SYSTEMS CORP.

MASYS CORPORATION

NORTHERN CONTACT, INC.

TELEVOX SOFTWARE, INCORPORATED

WEST ASSET MANAGEMENT, INC.

WEST DIRECT II, INC.

WEST INTERACTIVE CORPORATION

WEST INTERNATIONAL CORPORATION

WEST NOTIFICATIONS GROUP, INC.

WEST RECEIVABLE SERVICES, INC.,

as Guarantors

 	 
	 	By:  	/s/ Paul M. Mendlik
 	 
	 	 	Name:  	Paul M. Mendlik 	 
	 	 	Title:  	Chief Financial Officer and Treasurer 	 
	 



	 	 	 	 	 
	 	WEST BUSINESS SERVICES, LLC

WEST DIRECT, LLC

WEST FACILITIES, LLC

WEST AT HOME, LLC

WEST CUSTOMER MANAGEMENT GROUP, LLC,


as Guarantors

 	 
	 	By:  	/s/ Paul M. Mendlik
 	 
	 	 	Name:  	Paul M. Mendlik 	 
	 	 	Title:  	Chief Financial Officer and Treasurer 	 
	 



	 	 	 	 	 
	 	ASSET DIRECT MORTGAGE, LLC,

as a Guarantor

 	 
	 	By:  	/s/ Paul M. Mendlik
 	 
	 	 	Name:  	Paul M. Mendlik 	 
	 	 	Title:  	Manager 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 5 (WEST)]





 











 





	 	 	 	 	 
	 	INTERCALL TELECOM VENTURES, LLC,

as a Guarantor

 	 
	 	By:  	InterCall, Inc., its sole member
 	 
	 	 	 
	 	By:  	         /s/ Paul M. Mendlik
 	 
	 	 	Name:  	Paul M. Mendlik 	 
	 	 	Title:  	Chief Financial Officer and Treasurer 	 
	 
	 	BUYDEBTCO, LLC

THE DEBT DEPOT, LLC

WEST ASSET PURCHASING, LLC,

as a Guarantor

 	 
	 	By:  	West Receivable Services, Inc.
 	 
	 	 	 
	 	By:  	         /s/ Paul M. Mendlik
 	 
	 	 	Name:  	Paul M. Mendlik 	 
	 	 	Title:  	Chief Financial Officer and Treasurer 	 
	 
	 	INTRADO INTERNATIONAL, LLC,

as a Guarantor

 	 
	 	By:  	/s/ Paul M. Mendlik
 	 
	 	 	Name:  	Paul M. Mendlik 	 
	 	 	Title:  	Chief Financial Officer and Treasurer 	 
	 
	 	STARGATE MANAGEMENT LLC,

as a Guarantor

 	 
	 	By:  	/s/ Paul M. Mendlik
 	 
	 	 	Name:  	Paul M. Mendlik 	 
	 	 	Title:  	Chief Financial Officer and Treasurer 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 5 (WEST)]




 









 









ANNEX A




LENDER ADDENDUM





          Reference is made to the Credit Agreement dated as of October 24, 2006, as amended by
Amendment No. 1 on February 14, 2007, as amended by Amendment No. 2 on May 11, 2007, as amended by
Amendment No. 3 on May 16, 2008, as amended by Amendment No. 4 effective as of August 10, 2009 and
as amended by Amendment No. 5 on August 28, 2009 (as further amended, supplemented, waived or
otherwise modified from time to time, the “Credit Agreement”), among West Corporation (the
“Borrower”), each Lender from time to time party thereto, Wachovia Bank, National Association, as
Administrative Agent (in such capacity, the “Administrative Agent”) and Swing Line Lender, Deutsche
Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and Wachovia Bank, National
Association and General Electric Capital Corporation, as Co-Documentation Agents. Unless otherwise
defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given
to them in the Credit Agreement.



          Upon execution and delivery of this Lender Addendum by the parties hereto and effective as of
the Amendment No. 5 Effective Date, the undersigned hereby becomes a Term B-4 Lender thereunder
having Term B-4 Loan Commitments of $____________.



          THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.



     This Lender Addendum may be executed by one or more of the parties hereto on any number of
separate counterparts, and all of said counterparts taken together shall be deemed to constitute
one and the same instrument. Delivery of an executed signature page hereof by facsimile
transmission shall be effective as delivery of a manually executed counterpart hereof.



     The undersigned’s address for notices pursuant to the Credit Agreement is as follows:



	 	 	 	 	 
	Name of Term B-4 Lender:
	 	 	 	 
	Notice Address:

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	
Attention:

	 	 

	 	 
	Telephone:

	 	 

	 	 
	Facsimile:

	 	 

	 	 
	 

	 	 

	 	 






A-1









 






          IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum to be duly executed
and delivered by their proper and duly authorized officers as of this                      day of                     , 2009.



	 	 	 	 	 
	 	 	 
	 	

 	 
	 	[NAME OF LENDER] 	 
	 		 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Accepted and agreed:



WEST CORPORATION, as Borrower




	 	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent




	 	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 




A-2









 








ANNEX B




FORM OF TERM B-4 NOTE




LENDER: [•]

PRINCIPAL AMOUNT: $[•]




New York, New York

[     ], 20[   ]





          FOR VALUE RECEIVED, each of the undersigned, WEST CORPORATION, a Delaware corporation (the
“Borrower”), and the Subsidiary Borrowers listed on the signature pages hereto (the
“Subsidiary Borrowers”), hereby promises, jointly and severally, to pay to the Lender set
forth above (the “Lender”) or its registered assigns, in lawful money of the United States
of America in immediately available funds at the Administrative Agent’s Office (such term, and each
other capitalized term used but not defined herein, having the meaning assigned to it in the Credit
Agreement dated as of October 24, 2006, as amended by Amendment No. 1 on February 14, 2007, as
amended by Amendment No. 2 on May 11, 2007, as amended by Amendment No. 3 on May 16, 2008, as
amended by Amendment No. 4 effective as of August 10, 2009 and as amended by Amendment No. 5 on
August 28, 2009 (as the same may be further amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among the Borrower, each Lender from time to time party
thereto, Wachovia Bank, National Association, as Administrative Agent and Swing Line Lender,
Deutsche Bank Securities Inc. and Bank of America, N.A., as Syndication Agents, and Wachovia Bank,
National Association and General Electric Capital Corporation, as Co-Documentation Agents) (i) on
the dates set forth in the Credit Agreement, the principal amounts set forth in the Credit
Agreement with respect to Term B-4 Loans made by the Lender to the Borrower and the Subsidiary
Borrowers pursuant to the Credit Agreement (which shall be allocated among them ratably in
accordance with the Designated Amounts (as defined in the Credit Agreement)) and (ii) on each
Interest Payment Date, interest at the rate or rates per annum as provided in the Credit Agreement
on the unpaid principal amount of all Term B-4 Loans made by the Lender to the Borrower and the
Subsidiary Borrowers pursuant to the Credit Agreement.



          Each of the Borrower and the Subsidiary Borrowers promises, jointly and severally, to pay
interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest
from their due dates at the rate or rates provided in the Credit Agreement.



          Each of the Borrower and the Subsidiary Borrowers hereby waives diligence, presentment,
demand, protest and notice of any kind whatsoever. The nonexercise by the holder hereof of any of
its rights hereunder in any particular instance shall not constitute a waiver thereof in that or
any subsequent instance.



          All borrowings evidenced by this note and all payments and prepayments of the principal hereof
and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the
schedule attached hereto and made a part hereof or on a continuation thereof which shall be
attached hereto and made a part hereof, or otherwise recorded by such holder in its internal
records; provided, however, that the failure of the holder hereof to make such a
notation or any error in such notation shall not affect the obligations of the Borrower and the
Subsidiary Borrowers under this note.



          This note is one of the Term B-4 Notes referred to in the Credit Agreement that, among other
things, contains provisions for the acceleration of the maturity hereof upon the happening of
certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity
hereof and for



B-1









 




the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and
conditions therein specified.




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



B-2









 





	 	 	 	 	 
	 	WEST CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WEST NOTIFICATIONS GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WEST DIRECT II, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	INTERCALL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	INTRADO INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TELEVOX SOFTWARE, INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



B-3









 






	 	 	 	 	 



	 	 	 	 	 
	 	WEST DIRECT, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WEST INTERACTIVE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WEST BUSINESS SERVICES, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WEST CUSTOMER MANAGEMENT GROUP, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



B-4









 






	 	 	 	 	 



LOANS AND PAYMENTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Name of
	 	 	 	 	 	 	Payments of	 	Principal	 	Person Making
	Date	 	Amount of Loan	 	Maturity Date	 	Principal/Interest	 	Balance of Note	 	the Notation
	 
	 	 
	 	 
	 	 
	 	 
	 	 






B-5