Exhibit 10.22
SIXTH AMENDMENT AND WAIVER
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SIXTH AMENDMENT AND WAIVER (this "AMENDMENT AND WAIVER"), dated as of
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March 8, 2002, to the Credit and Guaranty Agreement, dated as of March 18, 1999,
as amended by the First Amendment and Consent, dated as of July 1, 1999, the
Second Amendment and Consent, dated as of October 26, 1999, the Third Amendment,
dated as of January 14, 2000, the Fourth Amendment and Waiver, dated as of
August 2, 2000 and the Fifth Amendment, dated as of May 15, 2001 (as the same
may be further amended, supplemented or otherwise modified from time to time,
the "Credit Agreement"), among Muzak LLC, formerly known as Audio Communications
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Network, LLC (the "Borrower"), Muzak Holdings LLC ("Holdings") and certain
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Subsidiaries of the Borrower (the "Guarantors"), various Lenders from time to
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time party thereto, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners L.P. ("GSCP"), as Syndication
---
Agent, Canadian Imperial Bank of Commerce, as Administrative Agent (the
"Administrative Agent"), and GSCP and CIBC ▇▇▇▇▇▇▇▇▇▇▇ Corp., as Co-Lead
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Arrangers.
RECITALS
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WHEREAS, capitalized terms used herein which are not herein defined
shall have the meanings ascribed thereto by the Credit Agreement; and
WHEREAS, the Borrower and Lenders desire to make certain amendments as
set forth below.
WHEREAS, the Borrower requests that Lenders waive any Default or Event
of Default that may have occurred as a result of any violation of Section 6.6(e)
of the Credit Agreement (Maximum Consolidated Capital Expenditures) as of
December 31, 2001 (the "Subject Event of Default").
------------------------
THEREFORE, in consideration of the foregoing and the covenants and
conditions hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
1. Amendments to Credit Agreement.
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(a) Applicable Margin. The first sentence of the definition of
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"Applicable Margin" in Section 1.1 of the Credit Agreement is hereby amended to
read in its entirety as follows:
"'Applicable Margin' means (i) a percentage, per annum,
determined by reference to the Total Leverage Ratio in effect from
time to time as set forth below:
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Tranche A Term Loans and Revolving Loans
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Total Applicable Applicable
Leverage Alternate Base Rate Eurodollar Rate
Ratio Margin Margin
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GREATER THAN 5.25:1.00 3.00% 4.00%
OR EQUAL TO
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LESS THAN 5.25:1.00 2.75% 3.75%
GREATER THAN 4.75:1.00
OR EQUAL TO
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LESS THAN 4.75:1.00 2.50% 3.50%
GREATER THAN 4.25:1.00
OR EQUAL TO
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LESS THAN 4.25:1.00 2.25% 3.25%
GREATER THAN 3.75:1.00
OR EQUAL TO
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LESS THAN 3.75:1.00 2.00% 3.00%
================================================================================
(ii) with respect to Tranche B Term Loans (a) 4.50% per annum for
Eurodollar Rate Loans and (b) 3.50% per annum for Alternate Base Rate Loans."
(b) Consolidated Capital Expenditures. The definition of "Consolidated
---------------------------------
Capital Expenditures" in Section 1.1 of the Credit Agreement is hereby amended
by adding the following sentence at the end thereof:
"Further, for the Fiscal Years 2004, 2005 and 2006, Consolidated Capital
Expenditures shall include capitalized commissions."
(c) Consolidated Operating Cash Flow. The definition of "Consolidated
---------------------------------
Operating Cash Flow" in Section 1.1 of the Credit Agreement is hereby amended by
(i) replacing the word "and" that appears before clause (iv) thereof with a
comma and (ii) inserting the following as new clauses (v) and (vi) thereof:
", (v) plus amounts designated by Borrower, from time to time, with respect
----
to license fees, interest thereon and any related penalties paid or (to the
extent that such amounts were treated as expenses by Borrower) to be paid
by Borrower in settlement of claims for past license fee calculations for
prior periods to performing rights organizations and licensing collectives
and associations, and accruals therefor, provided that the aggregate
amounts so designated pursuant to this clause (v) shall not exceed
$2,500,000 from December 2001 to the date of determination, and (vi) plus
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reasonable fees and expenses incurred by Borrower in connection with
financings for Borrower that are not consummated, provided that the
aggregate amount pursuant to this clause (vi) shall not exceed $2,000,000
through the date of determination."
(d) Sponsors. The definition of "Sponsors" in Section 1.1 of the
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Credit Agreement is hereby amended to read in its entirety as follows:
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"'Sponsors' means ABRY Broadcast Partners II, L.P., ABRY
Broadcast Partners III, L.P. and MEM."
(e) Additional Definition. The following is inserted in alphabetical
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order in Section 1.1 of the Credit Agreement:
"'Increased Expenditure Amount' as defined in Section 6.6(e)."
"'New Lender' as defined in Section 2.2(a)(iii)."
"'New Loan Date' as defined in Section 2.2(a)(iii)."
"'New Revolver' as defined in Section 2.2(a)(iii)."
(f) Increase. Section 2.2(a) of the Credit Agreement is hereby amended
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by inserting the following as new clause (iii) thereof:
"(iii) Borrower may on one or more occasions by written notice to
Administrative Agent elect to increase the Revolving Commitments (the "New
----
Revolver"), by an amount not in excess of $20,000,000 in the aggregate from
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the date hereof, which notice shall specify (x) the date (the "New Loan
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Date") on which Borrower proposes that the New Revolver shall become
----
effective and (y) the identity of each new lender (each, a "New Lender").
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Such New Revolver shall become effective as of such New Loan Date provided
(1) no Default or Event of Default shall exist on such New Loan Date before
or after giving effect to such New Revolver; (2) each increase in Revolving
Commitments shall be effected pursuant to one or more assignment agreements
in form and substance reasonably satisfactory to Administrative Agent, and
executed and delivered to Administrative Agent and recorded in the
Register, each of which shall be subject to the requirements set forth in
Section 10.6(d)(ii) and Section 10.6(f); (3) Borrower shall make any
payments required pursuant to Section 2.17(c); (4) Borrower shall deliver
or cause to be delivered any legal opinions or other documents reasonably
requested by Administrative Agent in connection with any such transaction;
(5) the identity of any Person not a Lender as a New Lender shall be
reasonably acceptable to the Administrative Agent; (6) except as set forth
in clause (7) below, Borrower and its Subsidiaries shall be in compliance
with Section 6.6, after giving effect to each increase in Revolving
Commitments on a Pro Forma Basis as of the most recently ended Fiscal
Quarter for which a Compliance Certificate has been delivered pursuant to
Section 5.1(d); and (7) if before or after giving effect to any Revolving
Loan the Total Utilization of Revolving Commitments would be greater than
$45,000,000, then the Senior Leverage Ratio on a Pro Forma Basis as of the
most recently ended Fiscal Quarter for which a Compliance Certificate has
been delivered pursuant to Section 5.1(d) shall not exceed 2.25:1.00. On
the New Loan Date, subject to the satisfaction of the foregoing terms and
conditions, (a) each of the Revolving Lenders shall assign to each New
Lender, and each New Lender shall purchase from each of the Revolving
Lenders, at the principal amount thereof (together with accrued interest),
such interests in the Revolving Loans outstanding on such New Loan Date as
shall be necessary in order that, after giving effect to all such
assignments and purchases, such Revolving Loans will be held by Revolving
3
Lenders and New Lenders ratably in accordance with their Revolving
Commitments after giving effect to the addition of such New Revolver to the
Revolving Commitments, (b) the New Revolver shall be a Revolving
Commitment, and (c) each New Lender shall become a Revolving Lender. The
Administrative Agent shall notify the Lenders promptly upon receipt of
Borrower's notice of each New Loan Date and the respective interests in
such Revolving Lender's Revolving Loans subject to the assignments
contemplated by this paragraph."
(g) Revolving Loans. Section 2.2(c) of the Credit Agreement is hereby
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amended by inserting the following as the second to the last sentence thereof:
"At any time that the Total Utilization of Revolving Commitments, either
before or after giving effect to any proposed borrowing, exceeds or would
exceed, $45,000,000, each Funding Notice shall be accompanied by a
certificate of Borrower, executed on behalf of Borrower by an Authorized
Officer, demonstrating in reasonable detail that the Senior Leverage Ratio
on a Pro Forma Basis as of the most recently ended Fiscal Quarter for which
a Compliance Certificate has been delivered pursuant to Section 5.1(d) does
not exceed 2.25:1.00."
(h) Conditions to Each Credit Extension. Section 3.2(a)(i) of the
-----------------------------------
Credit Agreement is hereby amended by inserting the following as the last
sentence thereof:
". At any time that the Total Utilization of Revolving Commitments, either
before or after giving effect to any proposed borrowing, exceeds or would
exceed, $45,000,000, each Funding Notice shall be accompanied by a
certificate of Borrower, executed on behalf of Borrower by an Authorized
Officer, demonstrating in reasonable detail that the Senior Leverage Ratio
on a Pro Forma Basis as of the most recently ended Fiscal Quarter for which
a Compliance Certificate has been delivered pursuant to Section 5.1(d) does
not exceed 2.25:1.00."
(i) Interest Coverage Ratio. The table set forth in Section 6.6(a) of
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the Credit Agreement is hereby amended by substituting for the following periods
described therein the following:
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Period Ratio
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10/1/01 - 9/30/02 2.00:1.00
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10/1/02 - 12/31/02 2.10:1.00
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1/1/03 - 3/31/03 2.20:1.00
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4/1/03 - 9/30/03 2.25:1.00
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10/1/03 - 12/31/03 2.40:1.00
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1/1/04 and thereafter 2.50:1.00
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(j) Total Leverage Ratio. The table set forth in Section 6.6(c) of the
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Credit Agreement is hereby amended by substituting for the following periods
described therein the following:
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================================================
Period Ratio
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1/1/01 - 6/30/02 5.00:1.00
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7/1/02 - 9/30/02 4.75:1.00
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10/1/02 - 3/31/03 4.35:1.00
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4/1/03 - 9/30/03 4.25:1.00
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10/1/03 and thereafter 3.75:1.00
================================================
(k) Senior Leverage Ratio. The table set forth in Section 6.6(d) of
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the Credit Agreement is hereby amended by substituting for the following periods
described therein the following:
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Period Ratio
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1/1/01 - 6/30/02 3.25:1.00
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7/1/02 - 9/30/02 3.00:1.00
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10/1/02 - 9/30/03 2.75:1.00
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10/01/03 - 12/31/03 2.35:1.00
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1/1/04 and thereafter 2.25:1.00
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(l) Maximum Consolidated Capital Expenditures.
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(i) The table set forth in Section 6.6(e) of the Credit
Agreement is hereby amended by substituting for the following periods
described therein the following:
========================================
Consolidated
Fiscal Year Capital Expenditures
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2002 $40,000,000
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2003 $37,000,000
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2004 $38,000,000
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2005 $28,000,000
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2006 and $25,000,000
thereafter
========================================
(ii) Section 6.6(e) of the Credit Agreement is hereby
further amended by replacing the second sentence thereof with the
following:
"In connection with each Permitted Acquisition of a "Muzak" affiliate
that is permitted pursuant to Section 6.7 and consummated after the
date of the sixth amendment to this Agreement, and during any Fiscal
Year, the amount of permitted Consolidated Capital Expenditures for
such Fiscal Year shall be increased by an amount equal to the product
of (A) 3.5 and (B) the total monthly recurring revenue of such
acquired "Muzak" affiliate (which, in the case of any such acquisition
consummated on or prior to the fifteenth day of any month, shall be
the total monthly recurring revenues for the second prior month, and,
in the case of any acquisition consummated after such fifteenth day,
shall be the total monthly recurring
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revenues for the prior month) (the "Increased Expenditure Amount");
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provided that the Increased Expenditure Amount for any Fiscal Year
shall be prorated on an annualized basis from the date of each such
acquisition for such Fiscal Year, but the total Increased Expenditure
Amount for such acquisition shall increase the amount of permitted
Consolidated Capital Expenditures for each subsequent Fiscal Year;
provided further, in connection with each such Permitted Acquisition,
each of the draft Compliance Certificate and the Compliance
Certificate delivered by Borrower as set forth in the definition of
"Permitted Acquisition" shall set forth in reasonable detail the
calculation of the Increased Expenditure Amount for such Permitted
Acquisition, and such calculation shall be satisfactory to
Administrative Agent in all respects."
(m) Amendments and Waivers. Section 10.5(d) of the Credit Agreement is
----------------------
hereby amended by (1) deleting the word "and" that appears at the end of clause
(vi) thereof, (2) replacing the period at the end of clause (vii) thereof with
"; and:" and (3) inserting the following as new clause (viii) thereof:
"(viii) amend Section 6.6(e) with respect to Consolidated Capital
Expenditures that are permitted during Fiscal Years 2004, 2005 and
2006 without the written concurrence of Lenders having or holding 70%
or more of the aggregate Revolving Exposure; and"
2. Waiver. The Lenders party hereto hereby waive the Subject Event of
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Default. The waiver set forth in this Section 2 shall be effective only as to
the matters set forth specifically herein and shall not entitle Borrower to any
other waiver or agreement with respect to any other matter or affect any other
provisions of the Credit Documents or affect any of the rights or remedies of
the Agents or the Lenders except as provided in this Section 2.
3. Effectiveness.
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(a) This Amendment and Waiver shall not be effective until such time
as (i) the (x) Credit Parties, (y) Administrative Agent and (z) Requisite
Lenders shall have indicated their consent by the execution and delivery of the
signature pages hereof to Administrative Agent, (ii) Borrower shall have paid
all accrued costs, fees and expenses of each Agent in connection with this
Amendment and Waiver, including, without limitation, all accrued fees and
expenses of counsel to Agents, (iii) Borrower shall have paid to Administrative
Agent, on behalf of each Lender that has signed this Amendment and Waiver, a
non-refundable amendment fee equal to .25% of the total amount of outstanding
Loans and unfunded Revolving Commitments of such Lenders, such fee to be
allocated among such Lenders that have signed this Amendment and Waiver in
accordance with their Pro Rata Shares and (iv) the Sponsors or MEM shall have
contributed $10,000,000 of Permitted Sponsor Subordinated Debt pursuant to a
Permitted Sponsor Debt Agreement.
(b) Upon effectiveness of this Amendment and Waiver in accordance with
Section 3(a) hereof, the amendment set forth in Section 1(c) hereof shall be
deemed to be effective as of December 31, 2001.
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4. Representations and Warranties of Each Credit Party. Each Credit Party
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hereby represents and warrants to the Administrative Agent and the Lenders that:
(a) the execution, delivery and performance of this Amendment and
Waiver have been duly authorized by all necessary action on the part of each
Credit Party. The execution, delivery and performance by each Credit Party of
this Amendment and Waiver and the consummation of the transactions contemplated
by this Amendment and Waiver do not and will not (i) violate any provision of
any law or governmental rule or regulation applicable to such Credit Party, the
Organizational Documents of such Credit Party, or any order, judgment or decree
of any court or other agency of governmental binding on any Credit Party, (ii)
conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any Contractual Obligation of any Credit Party
(including, without limitation, the Senior Subordinated Note Indenture and the
documents relating to the Holdings Preferred Stock), (iii) result in or require
the creation or imposition of any Lien upon any of the properties or assets of
any Credit Party or any of its Subsidiaries, or (iv) require the approval of
members of any Credit Party or any approval or consent of any Person under any
Contractual Obligation, except for such approvals or consents which will be
obtained on or before the date hereof and disclosed in writing to the Lenders
and except for any such approvals or consents the failure of which to obtain
will not have a Material Adverse Effect;
(b) this Amendment and Waiver and each Credit Document has been duly
executed and delivered by each Credit Party and is the legally valid and binding
obligation of such Credit Party, enforceable against such Credit Party in
accordance with its respective terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors' rights generally or by equitable principles relating to
enforceability;
(c) on or as of the date hereof, and after giving effect to this
Amendment and Waiver and the transactions contemplated hereunder, no Default or
Event of Default has occurred and is continuing; and
(d) the representations and warranties of each Credit Party contained
in the Credit Agreement and the Credit Documents are true and correct on and as
of the date hereof as if made on and as of the date hereof, except to the extent
such representations and warranties expressly relate to a specific date.
5. Acknowledgments and Covenants of Each Credit Party. Each Credit Party
--------------------------------------------------
hereby (a) reaffirms and admits the validity and enforceability of the Credit
Agreement and the other Credit Documents and all of its obligations thereunder,
(b) agrees and admits that it has no defenses to or offsets against any of its
obligations to the Administrative Agent or any Lender under the Credit
Documents, and (c) agrees to pay all of expenses of the Co-Agents (including
counsel fees and disbursements) incurred in connection with the preparation,
negotiation and completion of this Amendment and Waiver.
6. Status of Credit Documents. This Amendment and Waiver is limited solely
--------------------------
for the purposes and to the extent expressly set forth herein, and, except as
expressly modified hereby,
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the terms, provisions and conditions of the Credit Documents and the Liens
granted thereunder shall continue in full force and effect and are hereby
ratified and confirmed in all respects.
7. Counterparts. This Amendment and Waiver may be executed in any number of
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counterparts all of which, taken together, shall constitute one Amendment and
Wavier. In making proof of this Amendment and Waiver, it shall only be necessary
to produce the counterpart executed and delivered by the party to be charged.
8. Governing Law. THIS AMENDMENT AND WAIVER AND THE RIGHTS AND OBLIGATIONS
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OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES THEREOF.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
MUZAK LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary
By signing below, the Guarantors (w) ratify and reaffirm the Credit Documents to
which they are a party, (x) acknowledge this Amendment and Waiver and (y) agree
and admit that they have no defenses or offsets against any of their obligations
to the Administrative Agent or any Lender under the Credit Documents.
MUZAK HOLDINGS LLC BUSINESS SOUND, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- -------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary Title: Assistant Secretary
MUZAK CAPITAL CORPORATION BI ACQUISITION, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- -------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary Title: Assistant Secretary
MLP ENVIRONMENTAL MUSIC, LLC AUDIO ENVIRONMENTS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- -------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary Title: Assistant Secretary
ELECTRO-SYSTEMS CORPORATION TELEPHONE AUDIO PRODUCTIONS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- -------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary Title: Assistant Secretary
S-1
BACKGROUND MUSIC BROADCASTERS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary
MUZAK HOUSTON, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary
VORTEX SOUND COMMUNICATIONS
COMPANY, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary
MUSIC INCORPORATED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary
S-2
CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative Agent and a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
S-3
▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P.,
as Syndication Agent and a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------------
Authorized Signatory
S-4
APEX (IDM) CDO I, LTD.,
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: SVP
S-5
ELC (CAYMAN) 2000,
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: SVP
S-6
ELC (CAYMAN) LTD. CDO SERIES 1999-I,
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: SVP
S-7
ELC (CAYMAN) LTD. CDO SERIES 1999-III,
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: SVP
S-8
▇▇▇▇▇ CLO LTD-2000-1,
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: SVP
S-9
COAST BUSINESS CREDIT,
By:__________________________________
Name:
Title:
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CYPRESSTREE INVESTMENT PARTNERS 1,
LTD.,
By: CypressTree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ P. ▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------------------------
Name: P. ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Principal
S-11
FIRST ALLMERICA FINANCIAL LIFE
INS. CO.,
By: /s/ P. ▇▇▇▇▇▇▇ ▇▇▇▇
-----------------------------------------
Name: P. ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Principal
S-12
NORTH AMERICAN SENIOR FLOATING RATE INC.
By: ▇▇▇▇▇▇▇▇▇ Capital Partners LLC
as Subadvisor
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Partner
S-13
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
S-14
GOLDENTREE HIGH YIELD
OPPORTUNITIES I, L.P.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
S-15
GOLDENTREE HIGH YIELD
OPPORTUNITIES II, L.P.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
S-16
Sankaty Advisors, LLC as Collateral Manager for
GREAT POINT CLO 1999-1 LTD, as Term Lender,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
S-17
KATONAH I, LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Officer
S-18
KATONAH II, LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Officer
S-19
KZH CNC LLC
By: /s/ ▇▇▇▇▇ ▇▇▇
----------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: Authorized Agent
S-20
MAGNETITE ASSET INVESTORS
By: /s/ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇. ▇▇▇▇▇▇▇▇
Title: Director
S-21
TITANIUM CBO I LTD.
By: /s/ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇. ▇▇▇▇▇▇▇▇
Title: Director
S-22
SENIOR LOAN FUND
By: /s/ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇. ▇▇▇▇▇▇▇▇
Title: Director
S-23
BLACKROCK SENIOR LOAN TRUST
By: /s/ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇. ▇▇▇▇▇▇▇▇
Title: Director
S-24
▇▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING RATE FUND
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
S-25
▇▇▇▇▇▇▇ ▇▇▇▇▇ GLOBAL INVESTMENTS
SERIES BLIP
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
S-26
LONGHORN CDO II, LTD.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
S-27
SENIOR HIGH INCOME PORTFOLIO INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
S-28
MASTER SENIOR FLOATING RATE TRUST
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
S-29
NEW YORK LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
S-30
SIERRA CLO I LTD.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Operating Officer
S-31
SRF TRADING INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Asst. Vice President
S-32
LIBERTY-▇▇▇▇▇ ▇▇▇ ADVISOR FLOATING
RATE ADVANTAGE FUND, BY ▇▇▇▇▇ ▇▇▇ &
Farnham Incorporated As Advisor
By: /s/ ▇▇▇▇▇ ▇. Good
---------------------------------------------
Name: ▇▇▇▇▇ ▇. Good
Title: Sr. Vice President & Portfolio Manager
S-33
▇▇▇▇▇ ▇▇▇ FLOATING RATE LIMITED
LIABILITY COMPANY
By: /s/ ▇▇▇▇▇ ▇. Good
---------------------------------------------
Name: ▇▇▇▇▇ ▇. Good
Title: Senior Vice President
▇-▇▇
▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ (▇▇▇▇▇)
By:
------------------------------
Name:
Title:
▇-▇▇
▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ (▇▇▇▇▇)
By:
------------------------------
Name:
Title:
S-36
▇▇▇ ▇▇▇▇▇▇
PRIME RATE INCOME TRUST
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
S-37
WINGED FOOT FUNDING TRUST
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Agent
S-38