Loan Document. This Third Amendment is a "Term Loan Document" as
defined and described in the Credit Agreement, and all of the terms and
provisions of the Credit Agreement relating to Term Loan Documents shall apply
hereto.
6.10
RELEASE. FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE BORROWER AND EACH OTHER
OBLIGOR HEREBY, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT
RESERVE, RELEASES AND FOREVER DISCHARGES EACH LENDER, EACH AGENT AND EACH OF
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES,
REPRESENTATIVES, TRUSTEES, ATTORNEYS, AGENTS, ADVISORS (INCLUDING ATTORNEYS,
ACCOUNTANTS AND EXPERTS) AND AFFILIATES (COLLECTIVELY THE "RELEASED PARTIES" AND
INDIVIDUALLY A "RELEASED PARTY") FROM ANY AND ALL ACTIONS, CLAIMS, DEMANDS,
CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, LIABILITIES, COSTS,
DAMAGES, EXPENSES OR OTHER OBLIGATIONS OF ANY KIND AND NATURE WHATSOEVER, KNOWN
OR UNKNOWN, DIRECT AND/OR INDIRECT, AT LAW OR IN EQUITY, WHETHER NOW EXISTING OR
HEREAFTER ASSERTED (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS,
REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY
RELEASED PARTY), FOR OR BECAUSE OF ANY MATTERS OR THINGS OCCURRING, EXISTING OR
ACTIONS DONE, OMITTED TO BE DONE, OR SUFFERED TO BE DONE BY ANY OF THE RELEASED
PARTIES, IN EACH CASE, ON OR PRIOR TO THE DATE OF THE THIRD AMENDMENT AND ARE IN
ANY WAY DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED TO ANY OF
THIS THIRD AMENDMENT, THE CREDIT AGREEMENT, ANY OTHER TERM LOAN DOCUMENT OR ANY
OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (COLLECTIVELY, THE "RELEASED
MATTERS"). THE BORROWER AND EACH OTHER OBLIGOR, BY EXECUTION HEREOF, HEREBY
ACKNOWLEDGES AND AGREES THAT THE AGREEMENTS IN THIS SECTION 5.10 ARE INTENDED TO
COVER AND BE IN FULL SATISFACTION FOR ALL OR ANY ALLEGED INJURIES OR DAMAGES
ARISING IN CONNECTION WITH THE RELEASED MATTERS.
6.11
Administrative Agent Direction. Each undersigned Lender (collectively
constituting all Lenders party to the Credit Agreement) hereby directs the
Administrative Agent to execute and deliver this Third Amendment.
6.12
Incremental Lenders.
(a)
The Borrower, the Guarantors, the Existing Lenders, the Administrative
Agent, GSO Aiguille Des Grand Montets Fund II LP and GSO CSF III HoldCo LP
hereby acknowledge, agree and confirm that each of GSO Aiguille Des Grand
Montets Fund II LP and GSO CSF III HoldCo LP shall from and after the date
hereof be a party to the Credit Agreement and a "Lender" for all purposes of the
Credit Agreement and the other Term Loan Documents, and shall have all of the
rights and obligations of a Lender under the Credit Agreement and the other Term
Loan Documents as if GSO Aiguille Des Grand Montets Fund II LP and GSO CSF III
HoldCo LP had executed the Credit Agreement.
Page 8
(b)
Each of GSO Aiguille Des Grand Montets Fund II LP and GSO CSF III HoldCo
LP agrees that it will, independently and without reliance on the Administrative
Agent or any Lender, perform in accordance with their terms all of the
obligations