Exhibit 4.26




EXHIBIT 4.26




 

EXECUTION COPY

 



THIRD AMENDED AND RESTATED CREDIT AGREEMENT







dated as of







August 17, 2004







Between







CONSTELLATION BRANDS, INC.,







The SUBSIDIARY GUARANTORS Party Hereto,







The LENDERS Party Hereto







JPMORGAN CHASE BANK,

as Administrative Agent







and







J.P. MORGAN EUROPE LIMITED,

as London Agent







J.P. MORGAN SECURITIES INC.,

as Sole and Exclusive Arranger and Bookrunner










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












	 
	 	 	 
	





	 



 

 

 

 

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 17, 2004 between CONSTELLATION BRANDS, INC. (the "Borrower"), the SUBSIDIARY GUARANTORS party hereto, certain REVOLVING LENDERS party to the Existing Credit Agreement referred to below, the LENDERS referred to below as "New Tranche A Term Loan Lenders" and "New Tranche B Term Loan Lenders", JPMORGAN CHASE BANK, as Administrative Agent and J.P. MORGAN EUROPE LIMITED, as London Agent.







W I T N E S S E T H:




The Borrower, certain subsidiaries of the Borrower, certain lenders, JPMorgan Chase Bank, as administrative agent, and J.P. Morgan Europe Limited, as London agent, are party to the Second Amended and Restated Credit Agreement dated as of October 31, 2003 (as amended and in effect immediately before giving effect to the amendment and restatement contemplated hereby, the "Existing Credit Agreement"). Capitalized terms used but not otherwise defined herein have the meanings given them in the Existing Credit Agreement.




The parties hereto wish to amend and restate the Existing Credit Agreement (as so amended and restated, the "Credit Agreement") to provide for a refinancing of (i) the Tranche A Term Loans outstanding immediately before giving effect to the amendment and restatement contemplated hereby with the proceeds of new loans to be made by the New Tranche A Term Loan Lenders under the Credit Agreement and (ii) the Tranche B Term Loans outstanding immediately before giving effect to the amendment and restatement contemplated hereby with the proceeds of new loans to be made by the New Tranche B Term Loan Lenders under the Credit Agreement. 




Accordingly, the parties hereto hereby agree that the Existing Credit Agreement shall, with effect as of the Effective Date (as defined below), be amended and restated to read in its entirety as set forth in the Existing Credit Agreement, which is hereby incorporated herein by reference, with the amendments set forth in Section 1 below:




Section 1. Amendments. Subject to Section 3 hereof, the Existing Credit Agreement is hereby amended as follows:




A. General. Direct and indirect references in the Existing Credit Agreement to the Existing Credit Agreement shall be deemed to be references to the Credit Agreement (as defined above).




B. Applicable Rate. The first paragraph of the definition of "Applicable Rate" in the Existing Credit Agreement and the schedule set forth in said definition are deleted in their entirety and replaced with the following:




"means, for any day, with respect to any ABR Borrowing (including any Swingline ABR Borrowing), Eurocurrency Borrowing or Swingline FFBR Borrowing, or with respect to the commitment fees payable hereunder, as the case may be, (x) 0.50% in the case of any ABR Borrowing of Tranche B Term Loans, and 1.50% per annum in the case of any Eurocurrency Borrowing of Tranche B Term Loans, and (y) for each other Borrowing and commitment fees payable hereunder, the rate per annum set forth in the schedule below, as applicable, based upon the Debt Ratio as of the most recent determination date:






	 
	 	 	 
	





	 





	
Debt Ratio:
	
U.S. Dollar Revolving,

and Swingline Loan: ABR 

Rate

and Swingline FFBR Rate 
	
U.S. Dollar Revolving and

Australian 

Dollar 

Revolving: Eurodollar Rate
	


Tranche A 

Term Loan:

ABR Rate
	


Tranche A 

Term 

Loan:

Eurodollar Rate
	


Commitment

Fee Rate

	
Category

 1

= 4.50x
	


1.50
	


2.50
	


0.50
	


1.50
	


0.50

	
Category

2

< 4.50x 

and

= 4.00x
	


1.25
	


2.25
	


0.50
	


1.50
	


0.50

	
Category

3

< 4.00x 

and

= 3.50x
	


1.00
	


2.00
	


0.50
	


1.50
	


0.50

	
Category

4

< 3.50x 

and

= 3.00x
	


0.75
	


1.75
	


0.25
	


1.25
	


0.375

	
Category

5

< 3.00x 

and

= 2.50x
	


0.50
	


1.50
	


0.25
	


1.25
	


0.375

	
Category

6

< 2.50x
	


0.50
	


1.50
	


0.00
	


1.00
	


0.375




"




C. Definitions. The definitions of "New Lender Addendum", "Second Amended and Restated Credit Agreement" and "Tranche B Refinancing Effective Date" in Section 1.01 of the Existing Credit Agreement are deleted in their entirety. In addition, Section 1.01 of the Existing Credit Agreement is amended by adding the following new defined terms (to the extent not already included in said Section 1.01) and inserting the same in their appropriate alphabetical locations and by amending the following definitions (to the extent already included in said Section 1.01) to read in their entirety as follows:




"Continuing Tranche A Term Loan Lender" means a New Tranche A Term Loan Lender that was also an Existing Tranche A Term Loan Lender.




"Continuing Tranche B Term Loan Lender" means a New Tranche B Term Loan Lender that was also an Existing Tranche B Term Loan Lender.




"Existing Tranche A Term Loan" means a Loan made pursuant to Section 2.01(c) of the Existing Credit Agreement. 




"Existing Tranche A Term Loan Lender" means a Person holding an outstanding Existing Tranche A Term Loan on the 2004 Refinancing Effective Date.




"Existing Tranche B Term Loan" means a Loan made pursuant to the last sentence of Section 2.01(d) of the Existing Credit Agreement. 




"Existing Tranche B Term Loan Lender" means a Person holding an outstanding Existing Tranche B Term Loan on the 2004 Refinancing Effective Date.




"New Tranche A Term Loan" means a Loan made pursuant to the last sentence of Section 2.01(c), which may be an ABR Loan and/or a Eurocurrency Loan. 




"New Tranche A Term Loan Lender" means a Person identified as a New Tranche A Term Loan Lender on the signature pages of the Third Amended and Restated Credit Agreement (each of whom shall be deemed a Tranche A Term Loan Lender upon and after the making of the New Tranche A Term Loans).




"New Tranche B Term Loan" means a Loan made pursuant to the last sentence of Section 2.01(d), which may be an ABR Loan and/or a Eurocurrency Loan. 




"New Tranche B Term Loan Lender" means a Person identified as a New Tranche B Term Loan Lender on the signature pages of the Third Amended and Restated Credit Agreement (each of whom shall be deemed a Tranche B Term Loan Lender upon and after the making of the New Tranche B Term Loans).




"Third Amended and Restated Credit Agreement" means the Third Amended and Restated Credit Agreement dated as of August 17, 2004 amending and restating this Agreement. 




"Tranche A Term Loan Refinancing Commitment" means, for each New Tranche A Term Loan Lender, the amount set forth opposite the name of such New Tranche A Term Loan Lender on the signature pages of the Third Amended and Restated Credit Agreement under the caption "Tranche A Term Loan Refinancing Commitment".




"Tranche B Term Loan Refinancing Commitment" means, for each New Tranche B Term Loan Lender, the amount set forth opposite the name of such New Tranche B Term Loan Lender on the signature pages of the Third Amended and Restated Credit Agreement under the caption "Tranche B Term Loan Refinancing Commitment".




"2004 Refinancing Effective Date" means the "Effective Date" as defined in the Third Amended and Restated Credit Agreement.




D. New Tranche A Term Loans. Section 2.01(c) of the Existing Credit Agreement shall be amended by adding at the end thereof:




"In addition, on the 2004 Refinancing Effective Date:




(i) subject to the conditions set forth in paragraph (v) below in this Section 2.01(c), each New Tranche A Term Loan Lender shall make a loan to the Borrower in U.S. Dollars in a principal amount equal to its Tranche A Term Loan Refinancing Commitment;




(ii) (x) the proceeds of the New Tranche A Term Loans and the amount received by the Administrative Agent pursuant to clause (y)(1) below shall be directly applied by the Administrative Agent to the prepayment in full of the principal amount of the Existing Tranche A Term Loans then outstanding and (y) the Borrower shall pay to the Administrative Agent for the account of the Existing Tranche A Term Loan Lenders (1) the excess, if any, of the principal amount of the Existing Tranche A Term Loans then outstanding over the proceeds of the New Tranche A Term Loans to be applied by the Administrative Agent as provided in the immediately preceding clause (x) such that the principal amount of the Existing Tranche A Term Loans then outstanding shall be prepaid in full plus (2) all accrued and unpaid interest on the Existing Tranche A Term Loans, all amounts (if any) required by Section 2.15 to be paid to the Existing Tranche A Term Loan Lenders as a result of such prepayment and all other amounts owing by it to the Existing Tranche A Term Loan Lenders under the Loan Documents;




(iii) each Continuing Tranche A Term Loan Lender that shall maintain or increase its lending commitment may, by notice to the Administrative Agent, with respect to an amount equal to the aggregate principal amount of its Existing Tranche A Term Loans then outstanding, make its New Tranche A Term Loans under paragraph (i) above and receive prepayment under clause (x) of paragraph (ii) above by continuing its Existing Tranche A Term Loans rather than by disbursing and receiving new funds, and such Continuing Tranche A Term Loan Lender shall only be required to disburse new funds under said paragraph (i) in an amount equal to the excess of its Tranche A Term Loan Refinancing Commitment over the aggregate outstanding principal amount of its Existing Tranche A Term Loan;




(iv) subject to the satisfaction of the requirements set forth in paragraphs (i) and (ii) above, and for all purposes of the Loan Documents, (x) the New Tranche A Term Loans shall be treated as and deemed to be Tranche A Term Loans, (y) the New Tranche A Term Loan Lenders shall be treated as and deemed to be Tranche A Term Loan Lenders and (z) the Existing Tranche A Term Loan Lenders that are not Continuing New Tranche A Term Loan Lenders shall cease to be Tranche A Term Loan Lenders;




(v) the obligation of each New Tranche A Term Loan Lender to make a New Tranche A Term Loan is subject to the satisfaction of the following conditions:




(a) the representations and warranties of the Borrower set forth in this Agreement, and of each Obligor in each of the other Loan Documents to which it is a party (but as to such other Loan Documents, in all material respects), shall be true and correct on and as of the 2004 Refinancing Effective Date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); 




(b) at the time of and immediately after giving effect to such New Tranche A Term Loan, no Default shall have occurred and be continuing; and




(c) the Borrower shall have remitted to the Administrative Agent sufficient funds for the satisfaction of its obligations under clause (y) of paragraph (ii) above; and




(vi) the Borrower shall be deemed to have made a representation and warranty as to the matters specified in the preceding clause (v)."




E. New Tranche B Term Loans. The last sentence of Section 2.01(d) of the Existing Credit Agreement is amended in its entirety to read as follows:




"In addition, on the 2004 Refinancing Effective Date:




(i) subject to the conditions set forth in paragraph (v) below in this Section 2.01(d), each New Tranche B Term Loan Lender shall make a loan to the Borrower in U.S. Dollars in a principal amount equal to its Tranche B Term Loan Refinancing Commitment;

 

(ii) (x) the proceeds of the New Tranche B Term Loans and the amount received by the Administrative Agent pursuant to clause (y)(1) below shall be directly applied by the Administrative Agent to the prepayment in full of the principal amount of the Existing Tranche B Term Loans then outstanding and (y) the Borrower shall pay to the Administrative Agent for the account of the Existing Tranche B Term Loan Lenders (1) the excess, if any, of the principal amount of the Existing Tranche B Term Loans then outstanding over the proceeds of the New Tranche B Term Loans to be applied by the Administrative Agent as provided in the immediately preceding clause (x) such that the principal amount of the Existing Tranche B Term Loans then outstanding shall be prepaid in full plus (2) all accrued and unpaid interest on the Existing Tranche B Term Loans, all amounts (if any) required by Section 2.15 to be paid to the Existing Tranche B Term Loan Lenders as a result of such prepayment and all other amounts owing by it to the Existing Tranche B Term Loan Lenders under the Loan Documents;




(iii) each Continuing Tranche B Term Loan Lender that shall maintain or increase its lending commitment may, by notice to the Administrative Agent, with respect to an amount equal to the aggregate principal amount of its Existing Tranche B Term Loans then outstanding, make its New Tranche B Term Loans under paragraph (i) above and receive prepayment under clause (x) of paragraph (ii) above by continuing its Existing Tranche B Term Loans rather than by disbursing and receiving new funds, and such Continuing Tranche B Term Loan Lender shall only be required to disburse new funds under said paragraph (i) in an amount equal to the excess of its Tranche B Term Loan Refinancing Commitment over the aggregate outstanding principal amount of its Existing Tranche B Term Loan;




(iv) subject to the satisfaction of the requirements set forth in paragraphs (i) and (ii) above, and for all purposes of the Loan Documents, (x) the New Tranche B Term Loans shall be treated as and deemed to be Tranche B Term Loans, (y) the New Tranche B Term Loan Lenders shall be treated as and deemed to be Tranche B Term Loan Lenders and (z) the Existing Tranche B Term Loan Lenders that are not Continuing Tranche B Term Loan Lenders shall cease to be Tranche B Term Loan Lenders;




(v) the obligation of each New Tranche B Term Loan Lender to make a New Tranche B Term Loan is subject to the satisfaction of the following conditions:




(a) the representations and warranties of the Borrower set forth in this Agreement, and of each Obligor in each of the other Loan Documents to which it is a party (but as to such other Loan Documents, in all material respects), shall be true and correct on and as of the 2004 Refinancing Effective Date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); 




(b) at the time of and immediately after giving effect to such New Tranche B Term Loan, no Default shall have occurred and be continuing; and




(c) the Borrower shall have remitted to the Administrative Agent sufficient funds for the satisfaction of its obligations under clause (y) of paragraph (ii) above; and




(vi) the Borrower shall be deemed to have made a representation and warranty as to the matters specified in the preceding clause (v)."




F.  Amortization of New Tranche B Term Loans. Section 2.09(a)(iv) shall be amended in its entirety to read as follows:




"(iv) to the Administrative Agent for account of the Tranche B Term Loan Lenders the outstanding principal amount of the Tranche B Term Loans on each Principal Payment Date set forth below in the aggregate principal amount set forth opposite such Principal Payment Date (subject to adjustment pursuant to the first sentence of paragraph (b) of this Section):


 



	
Principal Payment Date
	
Amount (U.S.$)

	 	 
	
May 31, 2005
	
1,250,000

	
August 31, 2005
	
1,250,000

	
November 30, 2005
	
1,250,000

	
February 28, 2006
	
1,250,000

	
May 31, 2006
	
1,250,000

	
August 31, 2006
	
1,250,000

	
November 30, 2006
	
1,250,000

	
February 28, 2007
	
1,250,000

	
May 31, 2007
	
1,250,000

	
August 31, 2007
	
1,250,000

	
November 30, 2007
	
1,250,000

	
February 29, 2008
	
121,562,500

	
May 31, 2008
	
121,562,500

	
August 31, 2008
	
121,562,500

	
November 30, 2008
	
121,562,500








G. Commitment Fees. Section 2.11(a) shall be amended by inserting the following sentence immediately after the second sentence thereof: 




"For the avoidance of doubt (and notwithstanding any other provision of this Agreement), for all purposes of this Section 2.11(a), outstanding Swingline Loans shall not constitute a usage of the Revolving Loan Commitments." 




Section 2. Representations and Warranties. The Borrower represents and warrants to the Lenders and the Administrative Agent that (i) the representations and warranties set forth in the Credit Agreement, and of each Obligor in each of the other Loan Documents to which it is party (but as to such other Loan Documents, in all material respects), are true and correct on and as of the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct as of such specific date) and as if each reference to the "Credit Agreement", or similar words of import, included reference to this Third Amended and Restated Credit Agreement and (ii) at the time of and immediately after giving effect to this Third Amended and Restated Credit Agreement, no Default has occurred and is continuing.




Section 3. Conditions Precedent. The amendments to the Existing Credit Agreement contemplated by Section 1 hereof shall become effective on the date (the "Effective Date") on which each of the following conditions has been satisfied:




(a) Documents. The Administrative Agent shall have received each of the following documents, each of which shall be satisfactory to the Administrative Agent in form and substance:




(i) Executed Counterparts. From the Obligors, Revolving Lenders that constitute the Required Lenders as of the Effective Date and the New Tranche A Term Loan Lenders and the New Tranche B Term Loan Lenders under the Credit Agreement either (i) counterparts of this Third Amended and Restated Credit Agreement signed on their behalf or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page to this Third Amended and Restated Credit Agreement) that they have signed counterparts of this Third Amended and Restated Credit Agreement or have otherwise agreed to the terms and conditions hereof and to be bound hereby, together with evidence that under the Credit Agreement the aggregate amount of the Tranche A Term Loan Refinancing Commitments is $345,000,000 and the Aggregate amount of the Tranche B Term Loan Refinancing Commitments is $500,000,000.




(ii) Opinion of Counsel to the Obligors. A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Nixon Peabody LLP, U.S. counsel for the Obligors (and each such Obligor hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).




(iii) Corporate Documents. Such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the borrowings in respect of the Term Loans and any other legal matters relating to the Obligors.




(iv) Notices. A duly completed notice of prepayment for the Term Loans pursuant to Section 2.10(e) of the Existing Credit Agreement and a duly completed Borrowing Request for the New Tranche A Term Loans and the New Tranche B Term Loans (which Borrowing Request the parties hereto hereby agree shall be deemed to be a notice contemplated by Section 2.15(c) of the Existing Credit Agreement as if the New Tranche A Term Loans and the New Tranche B Term Loans were Loans, and the New Tranche A Term Loan Lenders and the New Tranche B Term Loan Lenders were Lenders, for purposes thereof whether or not the Effective Date occurs), specifying the Effective Date as the requested date of such prepayment and borrowing and dated at least three Business Days prior to the Effective Date.




(v) U.S. Pledge Agreement. From the Obligors party to the U.S. Pledge Agreement, an amendment to the U.S. Pledge Agreement in form and substance reasonably acceptable to the Administrative Agent pursuant to which the therein referenced terms "Swap Indebtedness" and "Secured Obligations" shall be amended to include obligations of any Subsidiary Guarantor in respect of Hedging Agreements entered into by such Subsidiary Guarantor with any Lender or an affiliate of any Lender (and each Lender party hereto hereby consents to such amendment pursuant to Section 10.02(c) of the Credit Agreement).




(vi) Other Documents. Such other documents as the Administrative Agent or any Lender or special New York counsel to JPMorgan Chase may reasonably request.




(b) Payment of Fees and Expenses. The payment by the Borrower to the Administrative Agent for the account of J.P. Morgan Securities Inc. of such fees and expenses (including the reasonable fees and expenses of counsel to the extent that statements for such fees and expenses have been delivered to the Borrower) as have been agreed to be paid in connection with this Third Amended and Restated Credit Agreement.




Section 4. Ratification. The Obligors hereby confirm their obligations and the Liens granted by them under the respective Loan Documents to which they are parties and hereby represent, warrant and confirm that, with effect as of the Effective Date, all references in such Loan Documents to the Existing Credit Agreement fully and effectively mean the Credit Agreement without impairing any such obligations or Liens in any respect.




Section 5. Miscellaneous. Except as herein provided, the Existing Credit Agreement shall remain unchanged and in full force and effect. This Third Amended and Restated Credit Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Third Amended and Restated Credit Agreement by signing any such counterpart and sending the same by telecopier, mail messenger or courier to the Administrative Agent or counsel to the Administrative Agent. This Third Amended and Restated Credit Agreement shall be governed by, and construed in accordance with, the law of the State of New York.


	  
	 	 	 
	





	 



IN WITNESS WHEREOF, the parties hereto have caused this Third Amended and Restated Credit Agreement to be duly executed by their respective authorized officers as of the day and year first above written.













	
CONSTELLATION BRANDS, INC.

	 
	
By /s/ Thomas S. Summer

	
Name:
	
Thomas S. Summer

	
Title:
	
Executive Vice President and

Chief Financial Officer








	  
	 	 	 
	





	 



 

 

SUBSIDIARY GUARANTORS





	
ALLBERRY, INC.

BRL HARDY (USA) INC.

BRL HARDY INVESTMENTS (USA) INC.

CLOUD PEAK CORPORATION

FRANCISCAN VINEYARDS, INC.

MT. VEEDER CORPORATION

PACIFIC WINE PARTNERS LLC

	 
	
By /s/ Thomas D. Roberts

	
Name:
	
Thomas D. Roberts

	
Title:
	
Vice President and Assistant Treasurer




 


 


	


CANANDAIGUA WINE COMPANY, INC.

CONSTELLATION INTERNATIONAL 

HOLDINGS LIMITED

ROBERTS TRADING CORP.

	 
	
By /s/ Thomas D. Roberts

	
Name:
	
Thomas D. Roberts

	
Title:
	
Assistant Treasurer









	
BARTON INCORPORATED

BARTON BRANDS, LTD. 

BARTON BEERS, LTD.

BARTON BEERS OF WISCONSIN, LTD.

BARTON BRANDS OF CALIFORNIA, INC. 

BARTON BRANDS OF GEORGIA, INC. 

BARTON CANADA, LTD.

BARTON DISTILLERS IMPORT CORP.

MONARCH IMPORT COMPANY

BARTON FINANCIAL CORPORATION

	 
	
By /s/ Thomas D. Roberts

	
Name:
	
Thomas D. Roberts

	
Title:
	
Vice President




 


 


	
NOBILO HOLDINGS

	 
	
By /s/ Thomas D. Roberts

	
Name:
	
Thomas D. Roberts

	
Title:
	
Vice President and Treasurer




 

 





	 
	 	 	 
	







	 








	










	
CANANDAIGUA LIMITED

	 
	
By /s/ Thomas S. Summer

	
Name:
	
Thomas S. Summer

	
Title:
	
Finance Director











	
CBI AUSTRALIA HOLDINGS PTY LIMITED

CONSTELLATION AUSTRALIA PTY LIMITED

	 
	
By /s/ Thomas S. Summer

	
Name:
	
Thomas S. Summer

	
Title:
	
Chief Financial Officer




 








	  
	 	 	 
	







	 










	
JPMORGAN CHASE BANK, individually and as Issuing Lender

and Administrative Agent

	 
	
By /s/ John C. Riordan

	
Name:
	
John C. Riordan

	
Title:
	
Vice President














	  
	 	 	 
	







	 












	
J.P. MORGAN EUROPE LIMITED,

as London Agent

	 
	
By /s/ John C. Riordan

	
Name:
	
John C. Riordan

	
Title:
	
Vice President




 










	



	 	 	 
	







	






 





	
CoBank, ABC, as Revolving Lender

	 
	
By /s/ Sushim R. Shah

	
Name:
	
Sushim R. Shah

	
Title:
	
Vice President














	  
	 	 	 
	







	 






[to be completed by each Revolving Lender]

 

 




	
COOPERATIEVE CENTRALE

RAIFFEINSEN-BOERENLEENBANK

B.A., "Rabobank International," 

New York Branch,

as Revolving Lender

	 
	
By /s/ Betty Mills

	



	
Name:
	
Betty Mills

	
Title:
	
Executive Director

	 	 
	 	 
	
By /s/Rebecca Morrow    

	



	
Name:
	
Rebecca Morrow

	
Title:
	
Executive Director











	  
	 	 	 
	







	 













	
Wells Fargo Bank, N.A., as Revolving Lender

	 
	
By /s/ Michelle Saenz

	
Name:
	
Michelle Saenz

	
Title:
	
Vice President











	  
	 	 	 
	







	 






[to be completed by each Revolving Lender]





	
The Bank of Nova Scotia, as Revolving Lender

	 
	
By /s/ Todd S. Meller

	
Name:
	
Todd S. Meller

	
Title:
	
Managing Director











	  
	 	 	 
	







	 













	
SunTrust Bank, as Revolving Lender

	 
	
By /s/ Mike Lapresi

	
Name:
	
Mike Lapresi

	
Title:
	
Managing Director











	  
	 	 	 
	







	 










	
Commonwealth Bank of Australia, Grand Cayman Branch, 

as Revolving Lender

	 
	
By /s/ Roger Knott

	
Name:
	
Roger Knott

	
Title:
	
Head of Risk Management, Americas











	  
	 	 	 
	







	 










	
FLEET NATIONAL BANK, a Bank of America

Company, as Swingline Lender and Revolving

Lender

	 
	
By /s/ Colleen O'Brien

	
Name:
	
Colleen O'Brien

	
Title:
	
Vice President

	 	 
	
Revolving Loan Commitment: $26,000,000.00*





 







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





	  
	 	 	 
	







	 



 


 




	
HARRIS TRUST AND SAVINGS BANK,

as Revolving Lender

	 
	
By /s/ William A. Bishop

	
Name:
	
William A. Bishop

	
Title:
	
Managing Director











	  
	 	 	 
	







	 






[to be completed by each Revolving Lender]

 





	
BARCLAYS BANK PLC, as Revolving Lender

	 
	
By /s/ Nicholas Bell

	
Name:
	
Nicholas Bell

	
Title:
	
Director











	  
	 	 	 
	







	 










	
HSBC Bank USA, National Association, as

Revolving Lender

	 
	
By /s/ Richard L. Ford

	
Name:
	
Richard L. Ford

	
Title:
	
Vice President











	  
	 	 	 
	







	 









[to be completed by each Revolving Lender]





	
M&T Bank, as Revolving Lender

	 
	
By /s/ Philip M. Smith

	
Name:
	
Philip M. Smith

	
Title:
	
Regional Senior Vice President











	  
	 	 	 
	







	 










	
Farm Credit Services of Mid-America, PCA,

as Revolving Lender

	 
	
By /s/ Gregory A. Beachy

	
Name:
	
Gregory A. Beachy

	
Title:
	
Vice President-Risk Management











	  
	 	 	 
	







	 






[to be completed by each Revolving Lender]





	
United Overseas Bank Limited, New York 

Agency as Revolving Lender

	 
	
By /s/ Kwong Yew Wong

	
Name:
	
Kwong Yew Wong

	
Title:
	
Agent & General Manager

	 	 
	
By /s/ Philip Cheong

	
Name:
	
Philip Cheong

	
Title:
	
VP& Deputy General Manager











	  
	 	 	 
	







	 










	
Citicorp North America, Inc., as Revolving Lender

	 
	
By /s/ Robert Kane

	
Name:
	
Robert Kane

	
Title:
	
Vice President











	  
	 	 	 
	







	 










	
AMERICA AGCREDIT, PCA

	 
	
By /s/ James Cooper

	
Name:
	
James Cooper

	
Title:
	
Vice President











	  
	 	 	 
	







	 






 

 




	
UBS AG, Cayman Islands Branch, as 

Revolving Lender

	 
	
By /s/ Wilfred V. Saint

	
Name:
	
Wilfred V. Saint

	
Title:
	
Director Banking Products 

Services, US

	 	 
	
By /s/ Salloz Sikka

	
Name:
	
Salloz Sikka

	
Title:
	
Associate Director Banking

Products Services, US








 


	  
	 	 	 
	







	 






[to be completed by each Revolving Lender]


 

 




	
Credit Industriel et Commercial as

Revolving Lender

	 
	
By /s/ Anthony Rock             /s/ Brian O'Leary

	
Name:
	
Anthony Rock       Brian O'Leary

	
Title:
	
Vice President       Vice President









	  
	 	 	 
	







	 













	
KEYBANK NATIONAL ASSOCIATION, as Revolving Lender

	 
	
By /s/ David J. Wechter

	
Name:
	
David J. Wechter

	
Title:
	
Vice President











	  
	 	 	 
	







	 













	
U.S. BANK NATIONAL ASSOCIATION,

as Revolving Lender

	 
	
By /s/ John W. Ball

	
Name:
	
John W. Ball

	
Title:
	
Vice President














	  
	 	 	 
	







	 










	
Merrill Lynch Business Financial Services Inc.,

as Revolving Lender

	 
	
By /s/ Timothy G. Beh

	
Name:
	
Timothy G. Beh

	
Title:
	
Vice President











	  
	 	 	 
	







	 










	
THE BANK OF NEW YORK, as Revolving Lender

	 
	
By /s/ David S. Csatari

	
Name:
	
David S. Csatari

	
Title:
	
Vice President











	  
	 	 	 
	







	 













	
JPMORGAN CHASE BANK, as New Tranche A

Term Loan Lender

	 
	
By /s/ John C. Riordan

	
Name:
	
John C. Riordan

	
Title:
	
Vice President

	 	 
	
New Tranche A Term Loan Refinancing 

Commitment $26,521,875











	  
	 	 	 
	







	 













	
CoBank, ACB, as New Tranche A Term Loan 

Lender

	 
	
By /s/ Sushim R. Shah

	
Name:
	
Sushim R. Shah

	
Title:
	
Vice President

	 	 
	
New Tranche A Term Loan Refinancing

Commitment: $59,501,101.00











	  
	 	 	 
	







	 






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

 

 




	
COOPERATIEVE CENTRALE

RAIFFEISEN-BOERENLEENBANK

B.A., "Rabobank International,"

New York Branch, as New Tranche A

Term Loan Lender

	 
	
By /s/ Betty Mills

	
Name:
	
Betty Mills

	
Title:
	
Executive Director

	 	 
	
By /s/ Rebecca Morrow

	
Name:
	
Rebecca Morrow

	
Title:
	
Executive Director

	 	 
	
New Tranche A Term Loan

Refinancing Commitment: $28,893,750







 


	  
	 	 	 
	







	 










	
Wells Fargo Bank, N.A., as New Tranche A 

Term Loan Lender

	 
	
By /s/ Michelle Saenz

	
Name:
	
Michelle Saenz

	
Title:
	
Vice President

	 	 
	
New Tranche A Term Loan Refinancing

Commitment: $17,250,000.00











	  
	 	 	 
	







	 









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





	
The Bank of Nova Scotia, as New Tranche A

Term Loan Lender

	 
	
By /s/ Todd S. Meller

	
Name:
	
Todd S. Meller

	
Title:
	
Managing Director

	 	 
	 New Tranche A Term Loan Refinancing Commitment: $17,250,000




 





	  
	 	 	 
	







	 










	
SunTrust Bank, as New Tranche A

Term Loan Lender

	 
	
By /s/ Mike Lapresi

	
Name:
	
Mike LaPresi

	
Title:
	
Managing Director

	 	 
	
New Tranche A Term Loan Refinancing

Commitment $17,250,000











	  
	 	 	 
	







	 










	
Commonwealth Bank of Australia, Grand 

Cayman Branch, as New Tranche A Term

Loan Lender

	 
	
By /s/ Roger Knott

	
Name:
	
Roger Knott

	
Title:
	
Head of Risk Management, Americas

	 	 
	
New Tranche A Term Loan Refinancing

Commitment: USD15,525,000.00











	  
	 	 	 
	







	 













	
FLEET NATIONAL BANK, a Bank of America

Company, as New Tranche A Term Loan Lender

	 
	
By /s/ Colleen O'Brien

	
Name:
	
Colleen O'Brien

	
Title:
	
Vice President

	 	 
	
New Tranche A Term Loan Refinancing

Commitment: $22,425,000.00











	  
	 	 	 
	







	 













	
HARRIS TRUST AND SAVINGS BANK,

as New Tranche A Term Loan Lender

	 
	
By /s/ William A. Bishop

	
Name:
	
William A. Bishop

	
Title:
	
Managing Director

	 	 
	
New Tranche A Term Loan Refinancing

Commitment: $11,212,500











	  
	 	 	 
	







	 






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





	
BARCLAYS BANK PLC, as New Tranche A

Term Loan Lender

	 
	
By /s/ Nicholas Bell

	
Name:
	
Nicholas Bell

	
Title:
	
Vice President

	 	 
	
New Tranche A Term Loan Refinancing

Commitment: $11,212,500











	  
	 	 	 
	







	 










	
HSBC BANK USA, National Association,

as New Tranche A Term Loan Lender

	 
	
By /s/ JohnM. Carroll

	
Name:
	
John M. Carroll

	
Title:
	
Vice President

	 	 
	
New Tranche A Term Loan Refinancing 

Commitment: $11,212,500.00











	  
	 	 	 
	







	 









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





	
M&T Bank, as new Tranche A

Term Loan Lender

	 
	
By /s/ Philip M. Smith

	
Name:
	
Philip M. Smith

	
Title:
	
Regional Senior Vice President

	 	 
	
New Tranche A Term Loan Refinancing 

Commitment: $10,781,250.00











	  
	 	 	 
	







	 










	
Farm Credit Services of Mid-America, PCA,

as New Tranche A Term Loan Lender

	 
	
By /s/ Gregory A. Beachy

	
Name:
	
Gregory A. Beachy

	
Title:
	
Vice President-Risk Management

	 	 
	
New Tranche A Term Loan Refinancing 

Commitment: $10,350,000.00











	  
	 	 	 
	







	 









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






 



	
United Overseas Bank Limited, New York Agency

as New Tranche A Term Loan Lender

	 
	
By /s/ Kwong Yew Wong

	
Name:
	
Kwong Yew Wong

	
Title:
	
Agent & General Manager

	 
	
By /s/ Philip Cheong

	
Name:
	
Philip Cheong

	
Title:
	
for its VP & Deputy General Manager

	 
	
New Tranche A Term Loan Refinancing 

Commitment: US$9,487,500.00







 






	  
	 	 	 
	







	 










	
Citicorp North America, inc., as New Tranche A

Term Loan Lender

	 
	
By /s/ Robert Kane

	
Name:
	
Robert Kane

	
Title:
	
Vice President

	 	 
	
New Tranche A Term Loan Refinancing 

Commitment: $2,371,875











	  
	 	 	 
	







	 










	
American AgCredit, PCA, as New

Tranche A Term Loan Lender

	 
	
By /s/ James Cooper

	
Name:
	
James Cooper

	
Title:
	
Vice President

	 	 
	
New Tranche A Term Loan Refinancing 

Commitment: $7,773,898.68











	  
	 	 	 
	







	 










	
UBS AG, Cayman Islands Branch, as 

New Tranche A Term Loan Lender

	 
	
By /s/ Wilfred V. Saint

	
Name:
	
Wilfred V. Saint

	
Title:
	
Director Banking Products 

Services, US

	 	 
	
By /s/ Salloz Sikka

	
Name:
	
Salloz Sikka

	
Title:
	
Associate Director Banking Products

Services, US

	 	 
	
New Tranche A Term Loan Refinancing 

Commitment: $7,762,500











	  
	 	 	 
	







	 









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





	
Credit Industriel et Commercial as New

Tranche A Term Loan Lender

	 
	
By /s/ Anthony Rock                           /s/ Brian O'Leary

	
Name:
	
Anthony Rock         Brian O'Leary

	
Title:
	
Vice President         Vice President

	 	 
	
New Tranche A Term Loan Refinancing 

Commitment: $7,546,875











	  
	 	 	 
	







	 













	
KEYBANK NATIONAL ASSOCIATION,

as New Tranche A Term Loan Lender

	 
	
By /s/ Michael J. Vegh

	
Name:
	
Michael J. Vegh

	
Title:
	
Assistant Vice President

	 	 
	
New Tranche A Term Loan Refinancing

Commitment: $7,546,875











	  
	 	 	 
	







	 










	
U.S. BANK NATIONAL ASSOCIATION,

as New Tranche A Term Loan Lender

	 
	
By /s/ John W. Ball

	
Name:
	
John W. Ball

	
Title:
	
Vice President

	 	 
	
New Tranche A Term Loan Refinancing

Commitment: $7,546,875











	  
	 	 	 
	







	 














	
COMMERZBANK AG, NEW YORK AND

GRAND CAYMAN BRANCHES, as 

New Tranche A Term Loan Lender

	 
	
By /s/ Douglas I. Glickman

	
Name:
	
Douglas I. Glickman

	
Title:
	
Vice President

	 	 
	
By /s/ Charles W. Polet

	
Name:
	
Charles W. Polet

	
Title:
	
Assistant Treasurer

	 	 
	
New Tranche A Term Loan Refinancing 

Commitment: $14,878,125.00













	  
	 	 	 
	







	 













	
THE BANK OF NEW YORK, as New 

Tranche A Term Loan Lender

	 
	
By /s/ David S. Csatari

	
Name:
	
David S. Csatari

	
Title:
	
Vice President

	 	 
	
New Tranche A Term Loan Refinancing

Commitment: $6,468,750











	  
	 	 	 
	







	 






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





	
The Norinchukin Bank, New York Branch,

as New Tranche A Term Loan Lender

	 
	
By /s/ Toshifumi Tsukitani

	
Name:
	
Toshifumi Tsukitani

	
Title:
	
General Manager

	 	 
	
New Tranche A Term Loan Refinancing

Commitment: $6,468,750











	  
	 	 	 
	







	 









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




 




	
ERSTE BANK NEW YORK, as 

New Tranche A Term Loan Lender

	 
	
By /s/ Paul Judicke

	
Name:
	
Paul Judicke

	
Title:
	
Director

Erste Bank New York Branch

	 	 
	
New Tranche A Term Loan Refinancing

Commitment: $7,762,500.00

	 
	
By /s/ John Fay

	 	
John Fay

Vice President

Erste Bank New York Branch







 



	 
	 	 	 
	





	 





	
JPMORGAN CHASE BANK, as New Tranche B

Term Loan Lender

	 
	
By /s/ John C. Riordan

	
Name:
	
John C. Riordan

	
Title:
	
Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $236,775,667.85








	  
	 	 	 
	





	 







	
WINGED FOOT FUNDING TRUST, as New

Tranche B Term Loan Lender

	 
	
By /s/ Diana M. Himes

	
Name:
	
Diana M. Himes

	
Title:
	
Authorized Agent

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: 3,750,000.00








	  
	 	 	 
	





	 










	
JUPITER LOAN FUNDING LLC, as New 

Tranche B Term Loan Lender

	 
	
By /s/ Diana M. Himes

	
Name:
	
Diana M. Himes

	
Title:
	
Assistant Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $1,875,000.00








	  
	 	 	 
	





	 







	
PINEHURST TRADING, INC., as New

Tranche B Term Loan Lender

	 
	
By /s/ Diana M. Himes

	
Name:
	
Diana M. Himes

	
Title:
	
Assistant Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $4,375,000.00








	  
	 	 	 
	





	 






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





	
[SPECIFY LENDER], as New Tranche B 

Term Loan Lender

Pacifica CDOII, Ltd., by Alcentra

	 
	
By /s/ Anna Popovici

	
Name:
	
Anna Popovici

	
Title:
	
Associate

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $2,500,000








	  
	 	 	 
	





	 







	
American AgCredit, PCA, as New

Tranche B Term Loan Lender

	 
	
By /s/ James Cooper

	
Name:
	
James Cooper

	
Title:
	
Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $1,250,000.00








	  
	 	 	 
	





	 



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





	
American Express Certificate Company

By: American Express Asset Management 

Group as Collateral Manager, as 

New Tranche B Term Loan Lender

	 
	
By /s/ Yvonne E. Stevens

	
Name:
	
Yvonne E. Stevens

	
Title:
	
Senior Managing Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: 625,000








	  
	 	 	 
	





	 



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







	
Centurion CDO II, Ltd.

By: American Express Asset Management

Group, Inc. as Collateral Manager, as 

New Tranche B Term Loan Lender

	 
	
By /s/ Leanne Stavrakis

	
Name:
	
Leanne Stavrakis

	
Title:
	
Director - Operations

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: 937,500









	  
	 	 	 
	





	 



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




 




	
Centurion CDO VI, Ltd.

By: American Express Asset Management

Group, as Collateral Manager, as 

New Tranche B Term Loan Lender

	 
	
By /s/ Leanne Stavrakis

	
Name:
	
Leanne Stavrakis

	
Title:
	
Director - Operations

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: 937,500








 


	  
	 	 	 
	





	 



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







	
IDS Life Insurance Company

By: American Express Asset Management 

Group, Inc., as Collateral Manager, as

New Tranche B Term Loan Lender

	 
	
By /s/ Yvonne E. Stevens

	
Name:
	
Yvonne E. Stevens

	
Title:
	
Senior Managing Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: 625,000









	  
	 	 	 
	





	 



(to be completed by each New Tranche B Term Loan Lender)





	
KZH CYPRESSTREE-1 LLC

	 
	
By /s/ Dorian Herrera

	
Name:
	
Dorian Herrera

	
Title:
	
Authorized Agent

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $3,750,000.00








	  
	 	 	 
	





	 



(to be completed by each New Tranche B Term Loan Lender)





	
KZH Sterling LLC

	 
	
By /s/ Dorian Herrera

	
Name:
	
Dorian Herrera

	
Title:
	
Authorized Agent

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $2,187,500.00








	  
	 	 	 
	





	 



(to be completed by each New Tranche B Term Loan Lender)




 

 




	
Sequils-Centurion V, Ltd.

By: American Express Asset Management

Group, Inc., as Collateral Manager, 

as New Tranche B Term Loan Lender

	 
	
By /s/ Leanne Stavrakis

	
Name:
	
Leanne Stavrakis

	
Title:
	
Director - Operations

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: 937,500









	  
	 	 	 
	





	 






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




 




	
Centurion CDO VII, Ltd.

By: American Express Asset Management

Group, Inc. as Collateral Manager, as 

New Tranche B Term Loan Lender

	 
	
By /s/ Leanne Stavrakis

	
Name:
	
Leanne Stavrakis

	
Title:
	
Director - Operations

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: 4,750,000









	  
	 	 	 
	





	 



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




 




	
Centurion CDO III, Ltd.

By: American Express Asset Management

Group, Inc. as Collateral Manager, as

New Tranche B Term Loan Lender

	 
	
By /s/ Leanne Stavrakis

	
Name:
	
Leanne Stavrakis

	
Title:
	
Director - Operations

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: 1,250,000









	  
	 	 	 
	





	 



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





	
[SPECIFY LENDER], as New Tranche B

Term Loan Lender

APEX (IDM) CDO I, LTD.

By: Babson Capital Management LLC as

Collateral Manager

	 
	
By /s/ David P. Wells, CFA

	
Name:
	
David P. Wells, CFA

	
Title:
	
Managing Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: 2,731,328.65








	  
	 	 	 
	





	 



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





	
[SPECIFY LENDER], as New Tranche B 

Term Loan Lender

BABSON CLO LTD. 2003-I

By: Babson Capital Management LLC 

as Collateral Manager

	 
	
By /s/ David P. Wells 

	
Name:
	
David P. Wells, CFA

	
Title:
	
Managing Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: 1,666,666.07








	  
	 	 	 
	





	 



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





	
[SPECIFY LENDER], as New Tranche B 

Term Loan Lender

ELC (CAYMAN) LTD.

By: Babson Capital Management LLC

as Collateral Manager

	 
	
By /s/ David P. Wells

	
Name:
	
David P. Wells, CFA

	
Title:
	
Managing Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: 1,250,000.00








	  
	 	 	 
	





	 



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





	
[SPECIFY LENDER], as New Tranche B 

Term Loan Lender

SUFFIELD CLO, LIMITED

By: Babson Capital Management LLC

as Collateral Manager

	 
	
By /s/ David P. Wells

	
Name:
	
David P. Wells, CFA

	
Title:
	
Managing Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: 2,500,000.00








	  
	 	 	 
	





	 






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





	
[SPECIFY LENDER], as New Tranche B 

Term Loan Lender

TRYON CLO, LTD. 2000-I

By: Babson Capital Management LLC 

as Collateral Manager

	 
	
By /s/ David P. Wells

	
Name:
	
David P. Wells, CFA

	
Title:
	
Managing Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: 1,458,333.33








	  
	 	 	 
	





	 



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





	
[SPECIFY LENDER], as New Tranche B 

Term Loan Lender

ELC (CAYMAN) LTD. CDO SERIES 1999-I

By: Babson Capital Management LLC as

Collateral Manager

	 
	
By /s/ David P. Wells

	
Name:
	
David P. Wells, CFA

	
Title:
	
Managing Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: 3,458,333.33








	  
	 	 	 
	





	 



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





	
[SPECIFY LENDER], as New Tranche B 

Term Loan Lender

ELC (CAYMAN) LTD. 1999-III

By: Babson Capital Management LLC

as Collateral Manager

	 
	
By /s/ David P. Wells 

	
Name:
	
David P. Wells, CFA

	
Title:
	
Managing Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: 1,458,333.33








	  
	 	 	 
	





	 



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








	
[SPECIFY LENDER], as New Tranche B 

Term Loan Lender

ELC (CAYMAN) LTD. 2000-I

By: Babson Capital Management LLC\

as Collateral Manager

	 
	
By /s/ David P. Wells 

	
Name:
	
David P. Wells, CFA

	
Title:
	
Managing Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: 1,458,333.33








	  
	 	 	 
	





	 



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





	
[SPECIFY LENDER], as New Tranche B 

Term Loan Lender

BILL & MELINDA GATES FOUNDATION

By: Babson Capital Management LLC

as Investment Adviser

	 
	
By /s/ MaryAnn Spencer

	
Name:
	
MaryAnn Spencer

	
Title:
	
Managing Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: 833,333.33








	  
	 	 	 
	





	 






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





	
[SPECIFY LENDER], as New Tranche B 

Term Loan Lender

MAPLEWOOD (CAYMAN) LIMITED

By: Babson Capital Management LLC

under delegated authority from Massachusetts Mutual

Life Insurance Company as Investment Manager

	 
	
By /s/ MaryAnn Spencer 

	
Name:
	
MaryAnn Spencer

	
Title:
	
Managing Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: 4,285,714.29











	  
	 	 	 
	





	 



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





	
[SPECIFY LENDER], as New Tranche B 

Term Loan Lender

MASSACHUSETTS MUTUAL LIFE 

INSURANCE COMPANY

By: Babson Capital Management LLC

as Investment Advisor

	 
	
By /s/ MaryAnn Spencer 

	
Name:
	
MaryAnn Spencer

	
Title:
	
Managing Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $2,930,873.73








	  
	 	 	 
	





	 



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








	
[SPECIFY LENDER], as New Tranche B 

Term Loan Lender

SIMSBURY CLO, LIMITED

By: Babson Capital Management LLC

under delegated authority from Massachusetts 

Mutual Life Insurance Company as Collateral Manager

	 
	
By /s/ MaryAnn Spencer 

	
Name:
	
MaryAnn Spencer

	
Title:
	
Managing Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: 1,250,000.00











	  
	 	 	 
	





	 







	
HARBOUR TOWN FUNDING LLC, 

as New Tranche B Term Loan Lender

	 
	
By /s/ Diana M. Himes

	
Name:
	
Diana M. Himes

	
Title:
	
Assistant Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $1,250,000.00








	  
	 	 	 
	





	 



Third Amended and Restated Credit Agreement








	
Bangkok Bank PCL,

as New Tranche B Term Loan Lender

	 
	
By /s/ Piyaratana Condron

	
Name:
	
Piyaratana Condron

	
Title:
	
Vice President and Manager

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $3,125,000.00








	  
	 	 	 
	





	 






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





	
Bank of Montreal, as New Tranche B 

Term Loan Lender

	 
	
By /s/ Peter Konigsmann

	
Name:
	
Peter Konigsmann

	
Title:
	
Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $5,375,000.00








	  
	 	 	 
	





	 



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





	
Bank of Montreal, as New Tranche B 

Term Loan Lender

	 
	
By /s/ S. Valia

	
Name:
	
S. Valia

	
Title:
	
MD [Managing Director]

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $1,250,000








	  
	 	 	 
	





	 



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





	
Hamilton Floating Rate Fund, LLC, 

as New Tranche B Term Loan Lender

	 
	
By /s/ Dean Stephan

	
Name:
	
Dean Stephan

	
Title:
	
Managing Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $3,125,000








	  
	 	 	 
	





	 



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





	
[SPECIFY LENDER], as New Tranche B 

Term Loan Lender

Carlyle High Yield Partners II, Ltd.

	 
	
By /s/ Linda Pace

	
Name:
	
Linda Pace

	
Title:
	
Managing Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $1,250,000.00








	  
	 	 	 
	





	 



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





	
[SPECIFY LENDER], as New Tranche B

Term Loan Lender

Carlyle Loan Opportunity Fund

	 
	
By /s/ Linda Pace

	
Name:
	
Linda Pace

	
Title:
	
Managing Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $1,250,000.00








	  
	 	 	 
	





	 






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





	
[SPECIFY LENDER], as New Tranche B 

Term Loan Lender

Carlyle High Yield Partners VI, Ltd.

	 
	
By /s/ Linda Pace

	
Name:
	
Linda Pace

	
Title:
	
Managing Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $2,000,000.00








	  
	 	 	 
	





	 






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





	
Sierra CLO I LTD, as New Tranche B 

Term Loan Lender

	 
	
By /s/ John M. Casparian

	
Name:
	
John M. Casparian

	
Title:
	
Chief Operating Officer, 

Centre Pacific LLP (Manager)

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $2,500,000.00








	  
	 	 	 
	





	 



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





	
CITIBANK, N.A., as New Tranche B

Term Loan Lender

	 
	
By /s/ James Nessel

	
Name:
	
James Nessel

	
Title:
	
Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $2,000,000








	  
	 	 	 
	





	 










	
CoBank, ACB, as New Tranche B

Term Loan Lender

	 
	
By /s/ Sushim R. Shah

	
Name:
	
Sushim R. Shah

	
Title:
	
Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $31,875,000.00








	  
	 	 	 
	





	 



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





	
Credit Industriel et Commercial as 

New Tranche B Term Loan Lender

	 
	
By /s/ Anthony Rock                             /s/ Brian O'Leary

	
Name:
	
Anthony Rock           Brian O'Leary

	
Title:
	
Vice President           Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $5,000,000








	  
	 	 	 
	





	 



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





	
Atrium II, as New Tranche B 

Term Loan Lender

	 
	
By /s/ David H. Lerner

	
Name:
	
David H. Lerner

	
Title:
	
Authorized Signatory

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $2,000,000.00








	  
	 	 	 
	





	 



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





	
CSAM FUNDING IV, as New 

Tranche B Term Loan Lender

	 
	
By /s/ David H. Lerner

	
Name:
	
David H. Lerner

	
Title:
	
Authorized Signatory

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $2,000,000.00








	  
	 	 	 
	





	 



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


 



	
ERSTE BANK NEW YORK, as New

Tranche B Term Loan Lender

	 
	
By /s/ Paul Judicke

	
Name:
	
Paul Judicke

	
Title:
	
Director

Erste Bank New York Branch

	 	 
	 

New Tranche B Term Loan Refinancing

Commitment: $5,995,332.17

 

	 	 
	
By /s/ John Fay

	 	
John Fay

	 	
Vice President

Erste Bank New York Branch







	  
	 	 	 
	





	 










	
Farm Credit Services of Mid-America,

PCA, as New Tranche B Term

Loan Lender

	 
	
By /s/ Gregory A. Beachy

	
Name:
	
Gregory A. Beachy

	
Title:
	
Vice President-Risk Management

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $1,562,500.00








	  
	 	 	 
	





	 







	
FLEET NATIONAL BANK, a Bank of 

America Company, as New Tranche B

Term Loan Lender

	 
	
By /s/ Colleen O'Brien

	
Name:
	
Colleen O'Brien

	
Title:
	
Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $3,333,333.33








	  
	 	 	 
	





	 



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





	
[SPECIFY LENDER], as New Tranche B 

Term Loan Lender



Franklin Floating Rate Trust

Franklin CLO II, Limited

Franklin CLO III, Limited

Franklin CLO IV, Limited

	 
	
By /s/ Tyler Chan

	
Name:
	
Tyler Chan

	
Title:
	
Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $9,687,500








	  
	 	 	 
	





	 










	
General Electric Capital Corporation, 

as New Tranche B Term Loan Lender

	 
	
By /s/ Robert M. Kadlick

	
Name:
	
Robert M. Kadlick

	
Title:
	
Duly Authorized Signatory

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $25,000,000.00








	  
	 	 	 
	





	 



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





	
JP MORGAN CHASE BANK, as 

New Tranche B Term Loan Lender

	 
	
By /s/ Eugene O'Neill 

	
Name:
	
Eugene O'Neill

	
Title:
	
Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $4,375,000.00








	  
	 	 	 
	





	 






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





	
Metropolitan Life Insurance Company, 

as New Tranche B Term Loan Lender

	 
	
By /s/ Scott Inglis

	
Name:
	
Scott Inglis

	
Title:
	
Managing Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $12,500,000








	  
	 	 	 
	





	 






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





	
Metlife Bank National Association, as 

New Tranche B Term Loan Lender

	 
	
By /s/ Lawrence Truglio

	
Name:
	
Lawrence Truglio

	
Title:
	
Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $3,125,000








	  
	 	 	 
	





	 






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





	
Morgan Stanley Prime Income Trust, as New

Tranche B Term Loan Lender

	 
	
By /s/ Elizabeth Bodisch

	
Name:
	
Elizabeth Bodisch

	
Title:
	
Authorized Signatory

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $2,500,000.00








	  
	 	 	 
	





	 






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





	
[SPECIFY LENDER]

Mountain Capital CLO 1 Ltd., as New 

Tranche B Term Loan Lender

	 
	
By /s/ Chris Siddons

	
Name:
	
Chris Siddons

	
Title:
	
Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $3,125,000








	  
	 	 	 
	





	 










	
NATIONAL CITY BANK, as New 

Tranche B Term Loan Lender

	 
	
By /s/ Tony J. Daher

	
Name:
	
Tony J. Daher

	
Title:
	
Assist. Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $7,083,333








	  
	 	 	 
	





	 










	
NUVEEN SENIOR INCOME FUND, as a Lender

By: Symphony Asset Management LLC

	 
	
By /s/ Larry Mason

	
Name:
	
Larry Mason

	
Title:
	
Portfolio Manager

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $1,875,000.00








	  
	 	 	 
	





	 






	
Octagon Investment Partners III, Ltd.

By: Octagon Credit Investors, LLC 

as Portfolio Manager, as New 

Tranche B Term Loan Lender

	 
	
By /s/ Michael B. Nechamkin

	
Name:
	
Michael B. Nechamkin

	
Title:
	
Portfolio Manager

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $5,833,333.33












	  
	 	 	 
	





	 



	
Octagon Investment Partners IV, Ltd.

By: Octagon Credit Investors, LLC

as collateral manager, as New 

Tranche B Term Loan Lender

	 
	
By /s/ Michael B. Nechamkin

	
Name:
	
Michael B. Nechamkin

	
Title:
	
Portfolio Manager

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $1,666,666.67










	  
	 	 	 
	





	 




	
Octagon Investment Partners V, Ltd.

By: Octagon Credit Investors, LLC

as Portfolio Manager, as New 

Tranche B Term Loan Lender

	 
	
By /s/ Michael B. Nechamkin

	
Name:
	
Michael B. Nechamkin

	
Title:
	
Portfolio Manager

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $2,500,000.00











	  
	 	 	 
	





	 



 




	
Octagon Investment Partners VI, Ltd.

By: Octagon Credit Investors, LLC

as collateral manager, as New 

Tranche B Term Loan Lender

	 
	
By /s/ Michael B. Nechamkin

	
Name:
	
Michael B. Nechamkin

	
Title:
	
Portfolio Manager

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $2,500,000.00










	  
	 	 	 
	





	 



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

 

 




	
Dryden III Leveraged Loan CDO 2002

By: Prudential Investment Management, Inc.,

as Collateral Manager, as New Tranche B

Term Loan Lender

	 
	
By /s/ B. Ross Smeed

	
Name:
	
B. Ross Smeed

	
Title:
	
Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $2,500,000











	  
	 	 	 
	





	 



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

 




	
Dryden V Leveraged Loan CDO 2003

By: Prudential Investment Management, Inc.,

as Collateral Manager, as New

Tranche B Term Loan Lender

	 
	
By /s/ B. Ross Smeed

	
Name:
	
B. Ross Smeed

	
Title:
	
Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $2,500,000





 



	  
	 	 	 
	





	 



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

 




	
Dryden VII Leveraged Loan CDO 2004

By: Prudential Investment Management, Inc.,

as Collateral Manager, as New Tranche B

Term Loan Lender

	 
	
By /s/ B. Ross Smeed

	
Name:
	
B. Ross Smeed

	
Title:
	
Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $1, 250,000











	  
	 	 	 
	





	 



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

 




	
Loan Funding V, LLC

By: Prudential Investment Management, Inc.,

as Portfolio Manager, as New Tranche B

Term Loan Lender

	 
	
By /s/ B. Ross Smeed

	
Name:
	
B. Ross Smeed

	
Title:
	
Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $2,875,000











	  
	 	 	 
	





	 



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





	
COOPERATIEVE CENTRALE

RAIFFEISEN-BOERENLEENBANK B.A.,

"Rabobank International," New York Branch,

as New Tranche B Term Loan Lender

	 
	
By /s/ Betty Mills

	
Name:
	
Betty Mills

	
Title:
	
Executive Director

	 
	
By /s/ Rebecca Morrow

	
Name:
	
Rebecca Morrow

	
Title:
	
Executive Director

	
New Tranche B Term Loan Refinancing

Commitment: $3,125,000











	  
	 	 	 
	





	 






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





	
The Sumitomo Trust & Banking Co., Ltd.,

New York Branch, as New Tranche B 

Term Loan Lender

	 
	
By /s/ Elizabeth A. Quirk

	
Name:
	
Elizabeth A. Quirk

	
Title:
	
Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $5,208,333.33








	  
	 	 	 
	





	 



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





	
KZH Soleil LLC

	 
	
By /s/ Dorian Herrera

	
Name:
	
Dorian Herrera

	
Title:
	
Authorized Agent

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $1,316,250.00








	  
	 	 	 
	





	 






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





	
KZH Soleil-2 LLC

	 
	
By /s/ Dorian Herrera

	
Name:
	
Dorian Herrera

	
Title:
	
Authorized Agent

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $2,632,500.00








	  
	 	 	 
	





	 






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





	
TORONTO DOMINION (NEW YORK), INC.

as New Tranche B Term Loan Lender

	 
	
By /s/ Stacey Malek

	
Name:
	
Stacey Malek

	
Title:
	
Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $1,875,000.00








	  
	 	 	 
	





	 



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

 




	
C-SQUARED CDO LTD

By: TCW Advisors, Inc., as its

Portfolio Manager, as New Tranche B

Term Loan Lender

	 
	
By /s/ G. Steven Kalin

	
Name:
	
G. Steven Kalin

	
Title:
	
Senior Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $1,250,000.00








	  
	 	 	 
	





	 




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





	
KZH CRESCENT-2 LLC

	 
	
By /s/ Dorian Herrera

	
Name:
	
Dorian Herrera

	
Title:
	
Authorized Agent

	 	 
	
New Tranche B Term Loan Refinan cing

Commitment: $1,250,000.00








	  
	 	 	 
	





	 






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





	
KZH CRESCENT-3 LLC

	 
	
By /s/ Dorian Herrera

	
Name:
	
Dorian Herrera

	
Title:
	
Authorized Agent

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $625,000.00








	  
	 	 	 
	





	 



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

 

 




	
CELERITY CLO LIMITED

By: TCW Advisors, Inc., As Agent,

as New Tranche B Term Loan Lender

	 
	
By /s/ G. Steven Kalin

	



	
Name:
	
G. Steven Kalin

	
Title:
	
Senior Vice President

	 	 
	
By /s/ Richard F. Kurth

	



	
Name:
	
Richard F. Kurth

	
Title:
	
Senior Vice President

	 	 
	
New Tranche B 

Term Loan Refinancing

Commitment: $625,000.00









	  
	 	 	 
	





	 






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

 

 




	
TCW SELECT LOAN FUND, LIMITED

By: TCW Advisors, Inc., as its

Collateral Manager, as New 

Tranche B Term Loan Lender

	 
	
By /s/ G. Steven Kalin

	
Name:
	
G. Steven Kalin

	
Title:
	
Senior Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $1,250,000.00











	  
	 	 	 
	





	 






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

 




	
FIRST 2004-I CLO, LTD.

By: TCW Advisors, Inc., 

its Collateral Manager, as New

Tranche B Term Loan Lender

	 
	
By /s/ G. Steven Kalin

	
Name:
	
G. Steven Kalin

	
Title:
	
Senior Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $1,875,000.00











	  
	 	 	 
	





	 







	
UBS AG, Stamford Branch, as New 

Tranche B Term Loan Lender

	 
	
By /s/ Wilfred V. Saint

	
Name:
	
Wilfred V. Saint

	
Title:
	
Director

Banking Products Services, US

	 
	
By /s/ Salloz Sikka

	
Name:
	
Salloz Sikka

	
Title:
	
Associate Director

Banking Products Services, US

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $1,250,000








	  
	 	 	 
	





	 







	
VAN KAMPEN

SENIOR INCOME TRUST

By: Van Kampen Investment Advisory Corp.,

as New Tranche B Term Loan Lender

	 
	
By /s/ Christina Jamieson

	
Name:
	
Christina Jamieson

	
Title:
	
Executive Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $6,375,000








	  
	 	 	 
	





	 







	
VAN KAMPEN

SENIOR LOAN FUND

By: Van Kampen Investment Advisory Corp.,

as New Tranche B Term Loan Lender

	 
	
By /s/ Christina Jamieson

	
Name:
	
Christina Jamieson

	
Title:
	
Executive Director

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $1,250,000








	  
	 	 	 
	





	 



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





	
Wachovia Bank, N.A., as New 

Tranche B Term Loan Lender

	 
	
By /s/ Steven L. Sawyer

	
Name:
	
Steven L. Sawyer

	
Title:
	
Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $6,250,000.00








	  
	 	 	 
	





	 










	
Wells Fargo Bank, N.A., as New 

Tranche B Term Loan Lender

	 
	
By /s/ Michelle Saenz

	
Name:
	
Michelle Saenz

	
Title:
	
Vice President

	 	 
	
New Tranche B Term Loan Refinancing

Commitment: $6,250,000.00