EXHIBIT 10.20


 


 


AMENDMENT NO. 1 TO CREDIT AGREEMENT


 


 


AMENDMENT
NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of December 18,
2002, among Herbalife International, Inc. (“BORROWER”); WH  Holdings
(Cayman Islands) Ltd. (“HOLDINGS”); WH Intermediate Holdings Ltd.  (“PARENT”);
WH Luxembourg Holdings S.a.R.L. (“LUXEMBOURG HOLDINGS”); WH  Luxembourg
Intermediate Holdings S.a.R.L. (“LUXEMBOURG INTERMEDIATE HOLDINGS”)  and
WH Luxembourg CM S.a.R.L. (“LUXEMBOURG CM,” and together with Luxembourg  Holdings
and Luxembourg Intermediate Holdings, the “LUXCOS”); each of the  Subsidiary
Guarantors listed on the signature pages hereto (together with  Holdings,
Parent and the LuxCos, the “GUARANTORS”); the Lenders party hereto;  and
UBS AG, Stamford Branch, as administrative agent for the Lenders (in such  capacity,
the “ADMINISTRATIVE AGENT”).


 


 


RECITALS


 


WHEREAS, the Borrower, the Guarantors, the Lenders and
the Administrative Agent entered into the
Credit Agreement dated as of July 31, 2002  (as
amended, restated, supplemented or otherwise modified from time to time, the  “Credit
Agreement”);


 


WHEREAS,
the Borrower desires to provide for a $40.0 million prepayment  of
the Term Loans on or before December 30, 2002, and and to provide for certain  other
amendments specified herein to be effective as of the date hereof, subject  to
satisfaction of each of the conditions precedent specified herein; WHEREAS,  the
Borrower, the Guarantors, the Lenders and the Administrative Agent have  agreed
to amend the Credit Agreement as provided herein.


 


NOW,
THEREFORE, in consideration of the premises made hereunder, and  for
good and valuable consideration, the receipt and sufficiency of which are  hereby
acknowledged, the parties hereto, intending to be legally bound, hereby  agree
as follows:


 


Section
1. Definitions. Unless otherwise expressly defined herein, all  capitalized
terms used herein and defined in the Credit Agreement shall be used  herein
as so defined. Unless otherwise expressly stated herein, all Section and  Article
references herein shall refer to Sections and Articles of the Credit  Agreement.


 


Section
2. Amendment to Section 1.01 regarding definition of Senior  Leverage
Ratio and Excess Cash Flow. Section 1.01 is hereby amended as follows:


 


(a)  By adding the following new definition thereto
in alphabetical:


 


“SENIOR
LEVERAGE RATIO” means, as of the last day of the most recently  ended
fiscal quarter or fiscal year end, as the case may be, of Parent for which  financial
statements shall have been delivered, the ratio (expressed as a  fraction
where appropriate) of: (a) Consolidated Indebtedness (less the Senior  Subordinated
Notes and any other subordinated indebtedness subordinated to the  Loans
on terms reasonably satisfactory to  the
Required Lenders) of Parent on such date to (b) Consolidated EBITDA of  Parent
computed for the period consisting of such fiscal quarter and each of the  three
immediately preceding fiscal quarters.”; and


 


 


(b)
By deleting in its entirety clause (g) of the definition of Excess  Cash
Flow, and amending it to read as follows: 


 


“(g)
permanent repayments of Indebtedness (other than subordinated  indebtedness,
including the Senior Subordinated Notes) made by Parent and its  Consolidated
Subsidiaries during such fiscal year (including payments of  principal
in respect of the Revolving Loans to the extent there is an equivalent  reduction
in the Revolving Commitments hereunder); but only to the extent such  repayments
are permitted hereunder and do not occur in connection with a  refinancing
of all or any portion of the Loans; minus”


 


Section
3. Application of Prepayment. (a) Borrower hereby agrees to  make
an optional prepayment in the amount of $20.0 million (together with  accrued
interest thereon) on or before December 30, 2002. The parties hereby  agree
that such prepayment shall be deemed and treated for all purposes under  the
Credit Agreement as an optional prepayment of the Term Loans pursuant to  Section
2.10(h). In connection therewith, the Borrower hereby requests and  instructs
that such principal amounts be applied to prepay the December 31, 2002  and
March 31, 2003 amortization payments in full, and the balance of $5.0  million
be applied toward the June 30, 2003 amortization payment.


 


(b)
Borrower hereby agrees to make an additional optional prepayment  of
$20.0 million (together with accrued interest thereon) on or before December  30,
2002. The parties hereby agree that such prepayment shall be deemed and


 

















 


treated for
all purposes under the Credit Agreement as an optional prepayment of  the
Term Loans pursuant to Section 2.10(h). In connection therewith, such  principal
prepayment shall be applied pro rata against the remaining scheduled  installments
(after giving effect to clause (a) above) of principal due in  respect
of the Term Loans under Section 2.09.


 


(c)
Upon completion of the prepayments referenced in clauses (a) and  (b)
above, the parties agree that Annex I shall be automatically amended by  deleting
the same from the Credit Agreement, and replacing it with Annex I  hereto.


 


(d)
The parties hereby confirm and agree that upon completion of the  above
payments, the Borrower will have satisfied the Excess Cash Flow  prepayments
required by Section 2.10(g) (as amended hereby) with respect to the  Borrower’s
fiscal year ended 2002, and hereby confirm that no further Excess  Cash
Flow payments shall be due in respect of the fiscal year ended 2002.


 


Section
4. Amendment to Section 6.06(g) Regarding Monitoring Fees.  Section
6.06(g) is hereby deleted in its entirety, and amended to read as  follows:


 


 


“(g)
so long as no Default exists or would result therefrom, Borrower  may
pay, or cause to be paid, Monitoring Fees to the Principals and  their
Related Parties in accordance with the Monitoring Fee Agreements  in
an amount equal to (i) with respect to a base amount of Monitoring  Fees,
$2.5 million in any 12-month period (or in the case of 2002,  $1.042
million representing the pro rated portion for the period of  such
fiscal year that the Monitoring Fees accrued), payable quarterly  in
equal installments, plus (ii) with respect to a supplemental amount  of
Monitoring Fees, (A) $1.042 million may be paid in respect of fiscal  year
2002, which if paid shall be due and payable as of December 31,  2002,
(B) $2.5 million may be paid in respect of fiscal year 2003,  which
if paid shall be due and payable during fiscal year 2003 in equal  quarterly
installments at the end of each quarter, (C) with respect to  fiscal
year 2004, and each fiscal year thereafter, up to $2.5 million  may
be paid out of the remaining 50% of Excess Cash Flow not required  to
be offered to the Lenders pursuant to Section 2.10(g) with respect  to
the prior fiscal year (e.g., the Excess Cash Flow determination  required
to be made by Borrower within 120 days after its 2003 fiscal  year
shall be used for purposes of determining if a supplemental  Monitoring
Fee may be paid for fiscal year 2004), such amounts to be  paid
in equal quarterly installments plus (iii) reasonable  out-of-pocket
expenses.”


 


Section
5. Amendment to Section 6.08(ii) regarding Subordinated Notes  Buyback.
Section 6.08(ii) is hereby deleted in its entirety, and amended to read  as
follows:


 


“(ii)
make (or give any notice in respect thereof) any voluntary or  optional
payment or prepayment on or redemption or acquisition for  value
of, or any prepayment or redemption as a result of any asset  sale,
change of control or similar event of, any Indebtedness  outstanding
under the Senior Subordinated Notes or the Holdings Senior  Discount
Notes, provided that, so long as no Default or Event of  Default
exists or would result therefrom, (A) Borrower may make  prepayments
on the Senior Subordinated Notes in accordance with the  Senior
Subordinated Note Documents to the extent of the remaining 50%  of
Excess Cash Flow referred to in Section 2.10(g) after application of  Sections
2.10(g) and (j), and (B) Borrower may make prepayments on, or  otherwise
repurchase and retire, up to $25.0 million in aggregate  principal
amount of the Senior Subordinated Notes during the life of


 

















 


this
Credit Agreement, provided that, at the time of any such  prepayment
or repurchase the Senior Leverage Ratio shall be less than  1.1 times;”


 


Section
6. Waivers regarding Reorganization in Luxembourg. Borrower has  informed
the Administrative Agent that, in connection with its previously  disclosed
internal corporate reorganization, it requests limited waivers as  follows:
(i) a waiver of Section 6.10 solely to allow the issuance of preferred  equity
certificates by Luxembourg Intermediate Holdings to its parent,  Luxembourg
Holdings, which preferred equity certificates shall contemporaneously  with
their issuance be pledged under the Security Documents, (ii) a waiver of  paragraph
(n) of Article VIII of the Credit Agreement solely to allow the  corporate
reorganization outlined in Schedule I, to the extent the steps contemplated
thereby would otherwise constitute a Change of  Control,
and to the extent the delay in implementing such internal corporate  reorganization
shall have constituted a Change of Control under clauses (d) and  (e)
of the definition of Change of Control (and any notice required under  Section
5.02(a) thereof), (iii) a waiver of any prohibition on transferring  pledged
accounts to the extent necessary to allow Luxembourg Holdings to  transfer
a bank account with a balance not to exceed $20,000, to Luxembourg  Intermediate
Holdings, (iv) a waiver of any technical defaults not already  contemplated
by the foregoing clauses (i) through (iii), solely to the extent  necessary
to accomplish the interim steps of the corporate reorganization  outlined
in Schedule I, provided that, such additional waiver shall have been  approved
by the Administrative Agent in its sole discretion, and (v) a consent  to
amend or modify the Holdings Senior Discount Note Documents, solely to the  extent
necessary to allow for the corporate reorganization outlined in Schedule  I,
to the extent the steps contemplated thereby would otherwise constitute a  Change
of Control (as defined in the Holdings Senior Discount Note Agreement),  and
to the extent the delay in implementing such internal corporate  reorganization
shall have constituted a Change of Control (as defined in the  Holdings
Senior Discount Note Agreement). At the request of Borrower, the  undersigned
Lenders, constituting Requisite Lenders under the Credit Agreement,  hereby
agree to the limited waivers and consents specified in clauses (i)  through
(v) above, and hereby authorize the Administrative Agent to enter into  such
documentation reasonably acceptable to it in order to effectuate the  foregoing.
If the corporate reorganization outlined in Schedule I is not  completed
by March 31, 2003, the foregoing waivers, consents and authorizations  set
forth in this Section 6 shall expire.


 


Section
7. Conditions Precedent. This Amendment shall become effective  on
the date hereof, provided that each of the following shall be satisfied on  such
date:


 


(a)
The Administrative Agent shall have received all of the  following,
in form and substance satisfactory to the Administrative Agent:


 


(i) Amendment Documents. This Amendment and
each other  instrument, document or certificate required by the
Administrative Agent tobe executed or delivered by the
Borrower or any other Person in connection  with this
Amendment, duly executed by such Persons (the “Amendment  Documents”);


 


(ii) Consent of Lenders. The execution of
this Amendment by the  Required
Lenders;


 


(iii) Additional Information. Such
additional documents,  instruments
and information as the Administrative Agent may reasonably  request
to effect the transactions contemplated hereby; and


 


(iv) Amendment Fee. An amendment fee, payable
to the  Administrative Agent for the account of each consenting Lender,
in an  amount equal to 0.125% times the sum of each such 


 

















 


Lender’s
Revolving Commitment and the principal amount of its outstanding   Term Loans, pro forma after giving effect to
the prepayments in Section 3   hereof.


 


(b)
The representations and warranties contained herein and in the  Credit
Agreement shall be true and correct in all material respects as of the  date
hereof as if made on the date hereof (except for those which by their terms  specifically
refer to an earlier date, in which case such representations and  warranties
shall be true and correct in all material respects as of such earlier  date).


 


(c)
All corporate proceedings taken in connection with the  transactions
contemplated by this Amendment and all other agreements, documents  and
instruments executed and/or delivered pursuant hereto, and all legal matters  incident
thereto, shall be satisfactory to the Administrative Agent.


 


(d)
The Administrative Agent shall have received such documentation  and
confirming legal opinions as it shall have requested confirming the first  priority
security interests of the Lenders in connection with the internal  corporate
reorganization outlined in Section 6 above.


 


(e)
No Default or Event of Default shall have occurred and be  continuing,
after giving effect to this Amendment.


 


Section
8. Representations and Warranties. The Borrower hereby  represents
and warrants to the Administrative Agent and the Lenders that, as of  the
date hereof and after giving effect to this Amendment, (a) all  representations
and warranties set forth in the Credit Agreement and in any  other
Loan Document are true and correct in all material respects as if made  again
on and as of such date (except those, if any, which by their terms  specifically
relate only to an earlier date, in which case such representations  and
warranties are true and correct in all material respects as of such earlier  date),
(b) no Default or Event of Default has occurred and is continuing, and  (c)
the Credit Agreement (as amended by this Amendment), and all other Loan  Documents
are and remain legal, valid, binding and enforceable obligations in  accordance
with the terms thereof.


 


Section
9. Survival of Representations and Warranties. All  representations
and warranties made in this Amendment or any other Loan Document  shall
survive the execution and delivery of this Amendment and the other Loan  Documents,
and no investigation by the Administrative Agent or the Lenders, or  any
closing, shall affect the representations and warranties or the right of the  Administrative
Agent and the Lenders to rely upon them. If any representation or  warranty
made in this Amendment is false in any material respect, then such  shall
constitute an Event of Default under the Credit Agreement.


 


Section
10. Reference to Agreement. Each of the Loan Documents,  including
the Credit Agreement, and any and all other agreements, documents or  instruments
now or hereafter executed and/or delivered pursuant to the terms  hereof
or pursuant to the terms of the Credit Agreement as amended hereby, are  hereby
amended so that any reference in such Loan Documents to the Credit  Agreement,
whether direct or indirect, shall mean a reference to the Credit  Agreement
as amended hereby. This Amendment shall constitute a Loan Document  under
the Credit Agreement.


 


Section
11. Costs and Expenses. The Borrower shall pay on demand all  reasonable
costs and expenses of the Administrative Agent (including the  reasonable
fees, costs and expenses of counsel to the Administrative Agent)  incurred
in connection with the preparation, execution and delivery of this  Amendment.


 

















 


Section
12. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN  ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 


Section
13. Execution. This Amendment may be executed in any number of  counterparts
and by different parties hereto in separate counterparts, each of  which
when so executed shall be deemed to be an original and all of which taken  together
shall constitute one and the same agreement. Delivery of an executed  counterpart
of a signature page to this Amendment by telecopier shall be  effective
as delivery of a manually executed counterpart of this Amendment.


 


Section
14. Limited Effect. This Amendment relates only to the specific  matters
expressly covered herein, shall not be considered to be a waiver of any  rights
or remedies any Lender may have under the Credit Agreement or under any  other
Loan Document, and shall not be considered to create a course of dealing  or
to otherwise obligate in any respect any Lender to execute similar or other  amendments
or grant any waivers under the same or similar or other circumstances  in
the future.


 


Section
15. Ratification By Guarantors. Each of the Guarantors hereby  agrees
to this Amendment and acknowledges that such Guarantor’s Guaranty shall  remain
in full force and effect without modification thereto.


 


{signature pages follow}


 


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


 


	
   

  	
  HERBALIFE
  INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s
  BRIAN KANE

  
	
   

  	
   

  	
  Name:
  Brian Kane

  
	
   

  	
   

  	
  Title:
  Co-President

  



 


 


Acknowledged
and Agreed to by each of the Guarantors:


 


	
   

  	
  WH
  HOLDINGS (CAYMAN ISLANDS) LTD.,

  
	
   

  	
  a
  Cayman Islands corporation, as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  STEVEN E. RODGERS

  
	
   

  	
   

  	
  Name:
  Steven E. Rodgers

  
	
   

  	
   

  	
  Title:

  



 


 

















 


 


	
   

  	
  WH
  INTERMEDIATE HOLDINGS LTD.,

  
	
   

  	
  a
  Cayman Islands corporation, as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  STEVEN E. RODGERS

  
	
   

  	
   

  	
  Name:
  Steven E. Rodgers

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WH
  LUXEMBOURG CM S.a.R.L.,

  
	
   

  	
  a
  Luxembourg corporation, as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  FABRIZIO SUARIA

  
	
   

  	
   

  	
  Name:
  Fabrizio Suaria

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WH
  LUXEMBOURG HOLDINGS S.a.R.L.,

  
	
   

  	
  a
  Luxembourg corporation, as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  FABRIZIO SUARIA

  
	
   

  	
   

  	
  Name:
  Fabrizio Suaria

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WH
  LUXEMBOURG INTERMEDIATE HOLDINGS S.a.R.L., a Luxembourg corporation, as a
  Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  FABRIZIO SUARIA

  
	
   

  	
   

  	
  Name:
  Fabrizio Suaria

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 

















 


	
   

  	
  HERBALIFE
  INTERNATIONAL OF AMERICA, INC., 

  
	
   

  	
  a
  California corporation, as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  BRIAN KANE

  
	
   

  	
   

  	
  Name:
  Brian Kane

  
	
   

  	
   

  	
  Title:
  Co-President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE
  INTERNATIONAL OF EUROPE, INC.,

  
	
   

  	
  a
  California corporation, as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  BRIAN KANE

  
	
   

  	
   

  	
  Name:
  Brian Kane

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE
  INTERNATIONAL COMMUNICATIONS, INC.,

  
	
   

  	
  a
  California corporation, as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  BRIAN KANE

  
	
   

  	
   

  	
  Name:
  Brian Kane

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE
  INTERNATIONAL DISTRIBUTION, INC.,

  a California corporation, as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  BRIAN KANE

  
	
   

  	
   

  	
  Name:
  Brian Kane

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


 


 








 


 


	
   

  	
  HERBALIFE
  TAIWAN, INC., 

  
	
   

  	
  a
  California corporation, as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  BRIAN KANE

  
	
   

  	
   

  	
  Name:
  Brian Kane

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE
  INTERNATIONAL (THAILAND), LTD.,

  
	
   

  	
  a
  California corporation, as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  BRIAN KANE

  
	
   

  	
   

  	
  Name:
  Brian Kane

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE
  CHINA, LLC, 

  
	
   

  	
  a
  Delaware limited liability company, as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  BRIAN KANE

  
	
   

  	
   

  	
  Name:
  Brian Kane

  
	
   

  	
   

  	
  Title:
  Chairman of the Board of Members

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE
  INTERNATIONAL DO BRASIL LTDA., 

  a
  corporation dually incorporated in Brazil and 

  Delaware,
  as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  BRIAN KANE

  
	
   

  	
   

  	
  Name:
  Brian Kane

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


 


	
   

  	
  HERBALIFE
  INTERNATIONAL FINLAND OY,

  
	
   

  	
  a
  Finnish corporation, as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  FABRIZIO SUARIA

  
	
   

  	
   

  	
  Name:
  Fabrizio Suaria

  
	
   

  	
   

  	
  Title:
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE
  INTERNATIONAL OF ISRAEL (1990) LTD., 

  
	
   

  	
  an
  Israeli corporation, as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  BRIAN KANE

  
	
   

  	
   

  	
  Name:
  Brian Kane

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HERBALIFE
  SWEDEN AKTIEBOLAG, 

  
	
   

  	
  a
  Swedish corporation, as a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  FABRIZIO SUARIA

  
	
   

  	
   

  	
  Name:
  Fabrizio Suaria

  
	
   

  	
   

  	
  Title:
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UBS
  AG, STAMFORD BRANCH,

  
	
   

  	
  as
  Administrative Agent

  
	
   

  	
  and
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  ROBERT REUTER

  
	
   

  	
   

  	
  Name:
  Robert Reuter

  
	
   

  	
   

  	
  Title:
  Executive Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  LYNNE B. ALFARONE

  
	
   

  	
   

  	
  Name:
  Lynne B. Alfarone

  
	
   

  	
   

  	
  Title:
  Associate Director Banking Products Services, US

  
	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Denali
  Capital LLC

  
	
   

  	
  managing
  member of DC Funding Partners, portfolio manager

  
	
   

  	
  for
  DENALI CAPITAL CLO I, LTD., or an affiliate

  
	
   

  	
   

  	
   

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  JOHN P. THACKER

  
	
   

  	
   

  	
  Name:
  John P. Thacker

  
	
   

  	
   

  	
  Title:
  Chief Credit Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Denali
  Capital LLC,

  
	
   

  	
  managing
  member of DC Funding Partners, portfolio manager 

  
	
   

  	
  for
  DENALI CAPITAL CLO II, LTD., or an affiliate

  
	
   

  	
   

  	
   

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  JOHN F. THACKER

  
	
   

  	
   

  	
  Name:
  John F. Thacker

  
	
   

  	
   

  	
  Title:
  Chief Credit Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Sankaty
  Advisors, LLC 

  
	
   

  	
  as
  Collateral Manager for Castle Hill I–INGOTS, Ltd.,

  
	
   

  	
  as
  Term Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  DIANE J. EXTER

  
	
   

  	
   

  	
  Name:
  Diane J. Exter

  
	
   

  	
   

  	
  Title:
  

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
  Portfolio
  Manager

  
	
   

  	
   

  	
   

  



 

















 


	
   

  	
  Sankaty
  Advisors, LLC 

  
	
   

  	
  as
  Collateral Manager for Castle Hill II–INGOTS, Ltd.,

  
	
   

  	
  as
  Term Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  DIANE J. EXTER

  
	
   

  	
   

  	
  Name:
  Diane J. Exter

  
	
   

  	
   

  	
  Title:
  

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
  Portfolio
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Sankaty
  Advisors, LLC 

  
	
   

  	
  as
  Collateral Manager for Great Point CLO 1999-1, Ltd.,

  
	
   

  	
  as
  Term Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  DIANE J. EXTER

  
	
   

  	
   

  	
  Name:
  Diane J. Exter

  
	
   

  	
   

  	
  Title:
  

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
  Portfolio
  Manager

  
	
   

  	
   

  
	
   

  	
  Sankaty
  Advisors, LLC 

  
	
   

  	
  as
  Collateral Manager for Race Point CLO, Limited,

  
	
   

  	
  as
  Term Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  DIANE J. EXTER

  
	
   

  	
   

  	
  Name:
  Diane J. Exter

  
	
   

  	
   

  	
  Title:
  

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
  Portfolio
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Sankaty
  High Yield Partners III, LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  DIANE J. EXTER

  
	
   

  	
   

  	
  Name:
  Diane J. Exter

  
	
   

  	
   

  	
  Title:
  

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
  Portfolio
  Manager

  
	
   

  	
   

  



 


 

















 


	
   

  	
  PACIFICA
  PARTNERS I, L.P.,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  TOM COLWELL

  
	
   

  	
   

  	
  Name:
  Tom Colwell

  
	
   

  	
   

  	
  Title:
  VP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Franklin
  Floating Rate Trust

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  RICHARD D'ADDARIO

  
	
   

  	
   

  	
  Name:
  Richard D'Addario

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Franklin
  CLO I, LIMITED

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  RICHARD D'ADDARIO

  
	
   

  	
   

  	
  Name:
  Richard D'Addario

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  



 


 

















 


	
   

  	
  Franklin
  CLO II, Limited

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  RICHARD D'ADDARIO

  
	
   

  	
   

  	
  Name:
  Richard D'Addario

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Franklin
  CLO III, Limited

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  RICHARD D'ADDARIO

  
	
   

  	
   

  	
  Name:
  Richard D'Addario

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GoldenTree
  High Yield Opportunities I, LP

  
	
   

  	
  By:
  GoldenTree Asset Management, LP

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  FREDERICK S. HADDAD

  
	
   

  	
   

  	
  Name:
  Frederick S. Haddad

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GoldenTree
  High Yield Opportunities II, L.P.

  
	
   

  	
  By:
  GoldenTree Asset Management, LP

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  FREDERICK S. HADDAD

  
	
   

  	
   

  	
  Name:
  Frederick S. Haddad

  
	
   

  	
   

  	
  Title:
  

  
	
   

  	
   

  	
   

  	
   

  



 


 


 

















 


 


	
   

  	
   

  
	
   

  	
  GoldenTree
  Loan Opportunities I, Limited

  
	
   

  	
  By:
  GoldenTree Asset Management, LP

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  FREDERICK S. HADDAD

  
	
   

  	
   

  	
  Name:
  Frederick S. Haddad

  
	
   

  	
   

  	
  Title:
  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Reliance
  Standard Life Insurance Company

  
	
   

  	
  By:
  GoldenTree Asset Management, LP

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  FREDERICK S. HADDAD

  
	
   

  	
   

  	
  Name:
  Frederick S. Haddad

  
	
   

  	
   

  	
  Title:
  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WF
  Foundation

  
	
   

  	
  By:
  GoldenTree Asset Management, LP

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  FREDERICK S. HADDAD

  
	
   

  	
   

  	
  Name:
  Frederick S. Haddad

  
	
   

  	
   

  	
  Title:
  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SunAmerica
  Life Insurance Company

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  JOHN G. LAPHAM, III

  
	
   

  	
   

  	
  Name:
  John G. Lapham, III

  
	
   

  	
   

  	
  Title:
  Authorized Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  



 

















 


	
   

  	
  Venture
  CDO 2002, Limited

  
	
   

  	
  By
  its investment advisor, Barclays Capital 

  
	
   

  	
  Asset
  Management Limited

  
	
   

  	
  By
  its sub-advisor, Barclays Bank PLC, New York Branch

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  MARIA P. CRUZ

  
	
   

  	
   

  	
  Name:
  Maria P. Cruz

  
	
   

  	
   

  	
  Title:
  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Whitney
  Private Debt Fund, L.P.,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  MARC S. DIAGONALE

  
	
   

  	
   

  	
  Name:
  Marc S. Diagonale

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  1888
  Fund, Ltd.

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  TODD BOEHLY

  
	
   

  	
   

  	
  Name:
  Todd Boehly

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Harch
  CLO I, Ltd.

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  MICHAEL E. LEWITT

  
	
   

  	
   

  	
  Name:
  Michael E. Lewitt

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  



 

















 


	
   

  	
  Venture
  II CDO 2002, Limited

  
	
   

  	
  By
  its investment advisor, Barclays Bank PLC, 

  
	
   

  	
  New
  York Branch

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  MARIA P. CRUZ

  
	
   

  	
   

  	
  Name:
  Maria P. Cruz

  
	
   

  	
   

  	
  Title:
  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  



 


                IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be


executed by
their respective officers thereunto duly authorized, as of the date


first above
written (December 18, 2002).


 


 


	
   

  	
  Seaboard
  CLO 2000 LTD

  
	
   

  	
  By:

  	
  ORIX
  Capital Markets, LLC

  
	
   

  	
  Its
  

  	
  Collateral
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  SHEPPARD H.C. DAVIS, JR.

  
	
   

  	
   

  	
  Name:
  Sheppard H.C. Davis, Jr.

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  



 


 


                IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be


executed by
their respective officers thereunto duly authorized, as of the date


first above
written (December 18, 2002).


 


 


	
   

  	
  LONG
  LANE MASTER TRUST IV

  
	
   

  	
  By
  Fleet National Bank as Trust Administrator

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  KEVIN KEARNS

  
	
   

  	
   

  	
  Name:
  Kevin Kearns

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL
  ELECTRIC CAPITAL CORPORATION

  
	
   

  	
  (Merchant
  Banking Group), as Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  MATTHEW COLUCCI

  
	
   

  	
   

  	
  Name:
  Matthew Colucci

  
	
   

  	
   

  	
  Title:
  Its Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GE
  CAPITAL, CAPITAL FUNDING, INC.

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  JAMES H. KAUFMAN

  
	
   

  	
   

  	
  Name:
  James H. Kaufman

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  



 

















 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COOPERATIEVE
  CENTRALE

  
	
   

  	
  RAIFFEISEN-BOERENLEENBANK,
  B.A.,

  
	
   

  	
  "RABOBANK
  INTERNATIONAL", NEW YORK BRANCH

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  ANDRE BLORN

  
	
   

  	
   

  	
  Name:
  Andre Blorn

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
  Credit
  Risk Management

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  RICHARD T. KEMME

  
	
   

  	
   

  	
  Name:
  Richard T. Kemme

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ING
  PRIME RATE TRUST

  
	
   

  	
  By
  ING Investments, LLC

  
	
   

  	
  as
  its investment manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  MICHEL PRINCE

  
	
   

  	
   

  	
  Name:
  Michel Prince, CFA

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PILGRIM
  AMERICA HIGH INCOME INVESTMENTS LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ING
  Investments, LLC

  
	
   

  	
   

  	
  as
  its investment manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HARBOUR
  TOWN FUNDING LLC

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  ANN E. MORRIS

  
	
   

  	
   

  	
  Name:
  Ann E. Morris

  
	
   

  	
   

  	
  Title:
  Asst Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
					



 

















 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Landmark
  CDO Ltd

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  ALADDIN CAPITAL MANAGEMENT

  
	
   

  	
   

  	
  Name:
  T.G., VP

  
	
   

  	
   

  	
  Title:
  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Landmark
  II CDO Ltd.

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  ALADDIN CAPITAL MANAGEMENT

  
	
   

  	
   

  	
  Name:
  T.G., VP

  
	
   

  	
   

  	
  Title:
  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  



 

















 


	
   

  	
   

  	
   

  
	
  AMORTIZATION TABLE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DATE

  	
   

  	
  TERM LOAN AMOUNT

  
	
   

  	
   

  	
   

  
	
  June 30, 2003

  	
   

  	
  $

  	
  2,177,419.35

  
	
   

  	
   

  	
   

  
	
  September 30, 2003

  	
   

  	
  $

  	
  6,532,258.06

  
	
   

  	
   

  	
   

  
	
  December 31, 2003

  	
   

  	
  $

  	
  6,532,258.06

  
	
   

  	
   

  	
   

  
	
  March 31, 2004

  	
   

  	
  $

  	
  6,532,258.06

  
	
   

  	
   

  	
   

  
	
  June 30, 2004

  	
   

  	
  $

  	
  6,532,258.06

  
	
   

  	
   

  	
   

  
	
  September 30, 2004

  	
   

  	
  $

  	
  6,532,258.06

  
	
   

  	
   

  	
   

  
	
  December 31, 2004

  	
   

  	
  $

  	
  6,532,258.06

  
	
   

  	
   

  	
   

  
	
  March 31, 2005

  	
   

  	
  $

  	
  6,532,258.06

  
	
   

  	
   

  	
   

  
	
  June 30, 2005

  	
   

  	
  $

  	
  6,532,258.06

  
	
   

  	
   

  	
   

  
	
  September 30, 2005

  	
   

  	
  $

  	
  6,532,258.06

  
	
   

  	
   

  	
   

  
	
  December 31, 2005

  	
   

  	
  $

  	
  6,532,258.06

  
	
   

  	
   

  	
   

  
	
  March 31, 2006

  	
   

  	
  $

  	
  6,532,258.06

  
	
   

  	
   

  	
   

  
	
  June 30, 2006

  	
   

  	
  $

  	
  6,532,258.06

  
	
   

  	
   

  	
   

  
	
  September 30, 2006

  	
   

  	
  $

  	
  6,532,258.06

  
	
   

  	
   

  	
   

  
	
  December 31, 2006

  	
   

  	
  $

  	
  6,532,258.06

  
	
   

  	
   

  	
   

  
	
  March 31, 2007

  	
   

  	
  $

  	
  6,532,258.06

  
	
   

  	
   

  	
   

  
	
  June 30, 2007

  	
   

  	
  $

  	
  6,532,258.06

  
	
   

  	
   

  	
   

  
	
  September 30, 2007

  	
   

  	
  $

  	
  6,532,258.06

  
	
   

  	
   

  	
   

  
	
  December 31, 2007

  	
   

  	
  $

  	
  6,532,258.06

  
	
   

  	
   

  	
   

  
	
  March 31, 2008

  	
   

  	
  $

  	
  6,532,258.06

  
	
   

  	
   

  	
   

  
	
  June 30, 2008

  	
   

  	
  $

  	
  8,709,677.51

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
  135,000,000.00