ALL FEES AND OTHER OBLIGATIONS OWING TO THE
ADMINISTRATIVE AGENT AND THE LENDERS UNDER THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS;
G.
WHEREAS, CERTAIN LENDERS IDENTIFIED TO THE U.S. BORROWER HAVE
FORMED A STEERING COMMITTEE (THE "STEERING COMMITTEE"), PROVIDED THAT MEMBERS OF
THE STEERING COMMITTEE SHALL NOT ASSUME ANY ADDITIONAL DUTIES OR OBLIGATIONS AS
A RESULT OF BEING ON THE STEERING COMMITTEE;
H.
WHEREAS, EACH BORROWER ACKNOWLEDGES AND AGREES THAT IT SHALL
CONTINUE TO NOT REQUEST ANY ADVANCES, LETTERS OF CREDIT OR OTHER EXTENSIONS OF
CREDIT UNDER THE CREDIT AGREEMENT DURING THE FOURTH TEMPORARY WAIVER PERIOD (AS
DEFINED BELOW), EXCEPT AS CONTEMPLATED IN SECTION 4.7 HEREOF;
I.
WHEREAS, THE BORROWERS HAVE REQUESTED THAT THE LENDERS AGREE TO
EXTEND THE TEMPORARY WAIVER OF THE SCHEDULED DEFAULTS, THE ADDITIONAL DEFAULT
AND THE TECHNICAL DEFAULT THROUGH THE FOURTH TEMPORARY WAIVER TERMINATION DATE
(AS DEFINED BELOW) IN ORDER TO AFFORD THE BORROWERS AN OPPORTUNITY TO PROPOSE AN
AMENDMENT TO OR RESTRUCTURING OF ITS OBLIGATIONS UNDER THE CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS THAT IS ACCEPTABLE TO THE LENDERS (IN THEIR SOLE
DISCRETION); AND
J.
WHEREAS, THE LENDERS HAVE AGREED TO SUCH REQUEST, SUBJECT TO THE
TERMS AND PROVISIONS SET FORTH IN THIS AGREEMENT, AND WITHOUT ANY ADVANCE
UNDERSTANDING OR AGREEMENT BY THE LENDERS TO CONSENT TO ANY PROPOSED AMENDMENT
TO OR RESTRUCTURING OF THE CREDIT AGREEMENT OR THE CONSUMMATION OF ANY
TRANSACTION FOR WHICH CONSENT OR WAIVER WOULD BE REQUIRED UNDER THE CREDIT
AGREEMENT OR THE OTHER LOAN DOCUMENTS.
NOW, THEREFORE, in consideration of the premises herein contained and for other
good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1.
Definitions.Capitalized terms used herein (including in the
recitals) but not defined herein have the meanings assigned to them in the
Credit Agreement, the First Temporary Waiver Agreement, the Second Temporary
Waiver Agreement or the Third Temporary Waiver Agreement (as applicable).
SECTION 2.
Acknowledgements.
2.1.
AMOUNT OF OBLIGATIONS.
Each Loan Party acknowledges and agrees that (a) as of 5:00 pm New York time on
the date hereof, the Obligations include, without limitation, the amounts set
forth on Schedule 1 attached hereto on account of the outstanding unpaid amount
of principal of, accrued and unpaid interest on, and fees and commissions
related to, the Advances and (b) such Loan Party is truly and justly indebted to
the Lenders and the Administrative Agent for, or has
2
provided a guaranty for the benefit of the Lenders and the Administrative Agent
with respect to, the Obligations without defense, counterclaim or offset of any
kind, and such Loan Party ratifies and reaffirms the validity, enforceability
and binding nature of such Obligations.
2.2.
Events of Default.Each Loan Party (a)(i) acknowledges and agrees
that the Scheduled Defaults, the Additional Default and the Technical Default
would already have occurred and be continuing but for the Third Temporary Waiver
Agreement and the Senior Subordinated Notes Forbearance (as defined below),
continuing in full force and effect, and (ii) represents