THIRD AMENDMENT
---------------
THIRD AMENDMENT (this "AMENDMENT"), dated as of January 14,
2000, 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, and the
Second Amendment and Consent, dated as of October 26, 1999 (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
Network, LLC (the "Borrower"), Muzak Holdings LLC ("Holdings") and certain
Subsidiaries of the Borrower (the "Guarantors"), various Lenders from time to
time party thereto, Goldman Sachs Credit Partners L.P. ("GSCP"), as Syndication
Agent, Canadian Imperial Bank of Commerce, as Administrative Agent (the
"Administrative Agent"), and GSCP and CIBC Oppenheimer Corp., as Co-Lead
Arrangers.
RECITALS
--------
1. Capitalized terms used herein which are not herein defined shall
have the meanings ascribed thereto by the Credit Agreement.
2. The Borrower has requested that it be permitted to issue senior
subordinated notes in an aggregate amount of up to $50,000,000, the terms of
which shall be substantially as set forth on Annex A attached hereto (the
"Floating Rate Subordinated Notes"). The Borrower intends to redeem the Floating
Rate Subordinated Notes with the proceeds of Additional Senior Subordinated
Notes, subject to the successful completion of an offering of Additional Senior
Subordinated Notes.
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
Borrower, the Co-Agents, the Issuing Bank and the Lenders signatory hereto,
hereby agree as follows:
1. Amendments to Credit Agreement.
------------------------------
(1) Section 1.1 of the Credit Agreement is hereby amended by inserting
the following in alphabetical order thereof:
"'NET FLOATING RATE NOTES PROCEEDS' means, with respect to the
issuance of the Floating Rate Subordinated Notes, an amount equal to the
Cash proceeds received from such issuance, minus any bona fide direct costs
incurred in connection with such issuance."
"'FLOATING RATE SUBORDINATED NOTE AGREEMENT' means the
agreement pursuant to which the Floating Rate Subordinated Notes are to be
issued, as amended, restated, supplemented or otherwise modified from time
to time to the extent permitted under Section 6.13."
"'FLOATING RATE SUBORDINATED NOTE RELATED DOCUMENTS' means any
or all of, as the context may require, (i) the Floating Rate Subordinated
Notes, (ii) the Floating Rate Subordinated Note Agreement and (iii) any
other agreements which are related to the Floating Rate Subordinated Notes
or the Floating Rate Subordinated Note Agreement."
"'FLOATING RATE SUBORDINATED NOTES' means notes due 2009 or
thereafter of Borrower and Muzak Finance to be issued pursuant to the
Floating Rate Subordinated Note Agreement."
(2) The definition of "Additional Related Agreements" in Section 1.1 of
the Credit Agreement is hereby amended by (i) replacing the "and" at the end of
clause (iii) thereof with a comma, (ii) inserting the following as new clause
(iv) thereof: "(iv) the Floating Rate Subordinated Note Related Documents and"
and (iii) changing clause (iv) thereof to become clause (v) thereof.
(3) The definition of "Additional Senior Subordinated Note Indenture"
in Section 1.1 of the Credit Agreement is hereby amended in its entirety as
follows:
"'ADDITIONAL SENIOR SUBORDINATED NOTE INDENTURE' means the
indenture or indentures pursuant to which the Additional Senior
Subordinated Notes are to be issued, which may include the Senior
Subordinated Note Indenture, as amended, restated, supplemented or
otherwise modified from time to time to the extent permitted under Section
6.13."
(4) The definition of "Additional Senior Subordinated Notes" in Section
1.1 of the Credit Agreement is hereby amended by replacing "due 2009" with "due
December 31, 2007".
(5) Clause (iii) of the definition of "Change of Control" in Section
1.1 of the Credit Agreement is hereby amended by inserting "the Floating Rate
Subordinated Note Related Documents" before the words "or any documentation"
therein.
(6) The definition of "Consolidated Senior Debt" in Section 1.1 of the
Credit Agreement is hereby amended by inserting ", any Floating Rate
Subordinated Notes" before the words "and any unsecured" therein.
(7) The definition of "Collateral Documents" in Section 1.1 of the
Credit Agreement is hereby amended by inserting ", as any such document may be
amended, supplemented or otherwise modified from time to time" at the end
thereof.
2
(8) The definition of "Credit Document" in Section 1.1 of the Credit
Agreement is hereby amended by inserting ", as any such document may be amended,
supplemented or otherwise modified from time to time" at the end thereof.
(9) The definition of "Excess Net Additional Proceeds" in Section 1.1
of the Credit Agreement is hereby amended in its entirety as follows:
"'EXCESS NET ADDITIONAL PROCEEDS' means any remaining Net
Additional Proceeds in excess of the sum of (i) the aggregate amount of
mandatory prepayments required pursuant to Section 2.12(d)(ii)(A), (ii) the
aggregate amount of any payments in connection with the redemption of the
Floating Rate Subordinated Notes permitted to be made with Net Additional
Proceeds pursuant to Section 6.4(a)(xiv), (iii) the aggregate amount of any
repayments of Permitted Sponsor Subordinated Debt permitted to be made with
Net Additional Proceeds pursuant to Section 6.4(a)(x), and (iv) $20,000,000
(such $20,000,000 amount, or any lesser amount of Net Additional Proceeds
remaining after application of the amounts referred to in clauses (i)
through (iii), shall hereafter be referred to as the 'FIRST ACQUISITION
BASKET')."
(10) The definition of "Securities Account Agreement" in Section 1.1 of
the Credit Agreement is hereby amended by inserting ", as it may be amended,
supplemented or otherwise modified from time to time" at the end thereof.
(11) The definition of "Subordinated Indebtedness" in Section 1.1 of
the Credit Agreement is hereby amended in its entirety as follows:
"'SUBORDINATED INDEBTEDNESS'" means (i) Indebtedness of any
Credit Party under the Senior Subordinated Note Related Documents, (ii)
Indebtedness of any Credit Party under any Permitted Sponsor Debt
Agreement, (iii) Indebtedness of any Credit Party under the Additional
Senior Subordinated Note Related Documents, (iv) Indebtedness of any Credit
Party constituting unsecured Permitted Seller Debt, (v) Indebtedness of any
Credit Party under the Floating Rate Subordinated Note Related Documents
and (vi) any other subordinated Indebtedness of any Credit Party of any
type."
(12) The definition of "Subordinated Indentures" in Section 1.1 of the
Credit Agreement is hereby amended by inserting ", the Floating Rate
Subordinated Note Agreement" before the words "and the Additional" therein.
(13) Section 2.2(a)(ii) of the Credit Agreement is hereby amended by
inserting "or Floating Rate Subordinated Notes" after the words "Additional
Senior Subordinated Notes" in clause (A)(x) of the proviso to the first sentence
thereof.
(14) Section 2.12(d) of the Credit Agreement is hereby amended by
inserting the following as new paragraph (iii) thereof:
3
"(iii) Borrower shall have the option, directly or through one or more
of its Included Subsidiaries, to make Permitted Acquisitions within 90 days of
each receipt of any Net Floating Rate Notes Proceeds with such Net Floating Rate
Notes Proceeds. Upon the expiration of such 90 days, Borrower shall prepay the
Loans as set forth in Section 2.13 in an aggregate amount equal to the excess,
if any, of (x) the total Net Floating Rate Notes Proceeds received from the
issuance of Floating Rate Subordinated Notes 90 days prior thereto over (y) the
amount of such Net Floating Rate Notes Proceeds that were actually used to
finance Permitted Acquisitions during such 90-day period."
(15) Section 2.13(b)(iv) of the Credit Agreement is hereby amended by
inserting "or Section 2.12(d)(iii)" after "Section 2.12(d)(ii)" in the second
line thereof.
(16) Section 4.2 of the Credit Agreement is hereby amended by adding
the following as a new paragraph (f) thereof:
"(f) Borrower has the limited liability company power and
authority to issue the Floating Rate Subordinated Notes. The Floating Rate
Subordinated Notes, when issued and paid for, will be the legally valid and
binding obligations of Borrower, enforceable against Borrower in accordance
with their 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. The subordination provisions of the Floating Rate
Subordinated Notes will be enforceable against the holders thereof and the
Loans and all other monetary Obligations hereunder are and will be within
the definition of 'Senior Indebtedness' included in such provisions. The
Floating Rate Subordinated Notes, when issued and sold, will either have
been registered or qualified under applicable federal and state securities
laws or be exempt therefrom."
(17) Section 6.1 of the Credit Agreement is hereby amended by (i)
inserting ", the Floating Rate Subordinated Notes" before the words "the
Additional Senior Subordinated Notes" in paragraph (i) thereof and (ii)
replacing clause (i) of paragraph (q) thereof in its entirety with the
following:
"(i) such Indebtedness (A) shall be unsecured and subordinated
to the Obligations of Borrower hereunder on terms and conditions
substantially the same as (and no less favorable to Lenders than) those
applicable to the Senior Subordinated Notes, and such terms and conditions
shall be otherwise reasonably satisfactory to Co-Agents, (B) shall mature
no earlier than December 31, 2007, (C) shall contain other terms and
conditions substantially the same as (and no less favorable to Lenders
than) those applicable to the Senior Subordinated Notes, other than with
respect to the interest rate thereon and the maturity thereof, and
4
such terms and conditions shall be otherwise reasonably satisfactory to
Co-Agents and (D) shall be issued simultaneously as part of one
transaction,".
(18) Section 6.1 of the Credit Agreement is further amended by
replacing clause (iv) of paragraph (q) thereof in its entirety with the
following:
"(iv) the Net Additional Proceeds shall be applied as follows:
(A) first, Borrower shall make all mandatory prepayments required pursuant
to Section 2.12(d)(ii)(A), (B) next, Borrower may redeem the Floating Rate
Subordinated Notes to the extent permitted pursuant to Section 6.4(a)(xiv),
(C) next, Borrower may repay Permitted Sponsor Subordinated Debt to the
extent permitted pursuant to Section 6.4(a)(x), (D) next, Borrower may use
up to $20,000,000 to make Permitted Acquisitions over a 180-day period (as
such period may be extended by 60 days as set forth in Section 2.12(d)(ii),
(E) next, Borrower shall make any mandatory prepayments required pursuant
to Section 2.12(d)(ii)(B), (F) next, Borrower may use any remaining Net
Additional Proceeds to make Permitted Acquisitions over a 180-day period
(as such period may be extended by 60 days as set forth in Section
2.12(d)(ii)), and (G) finally, to the extent that Borrower does not make
Permitted Acquisitions as permitted during such 180-day period (as such
period may be extended by 60 days as set forth in Section 2.12(d)(ii)),
Borrower shall make the mandatory prepayments required pursuant to the last
sentence of Section 2.12(d)(ii),".
(19) Section 6.1 of the Credit Agreement is further amended by (i)
deleting the "and" at the end of paragraph (q) thereof, (ii) adding the word
"and" at the end of paragraph (r) thereof, and (iii) adding the following as new
paragraph (s) thereof:
"(s) Indebtedness of Borrower and Muzak Finance in respect of
the Floating Rate Subordinated Notes in an aggregate original principal
amount of up to $50,000,000, plus the principal amount of any additional
Floating Rate Subordinated Notes issued as interest in the manner set forth
in the term sheet which is attached hereto as Exhibit M, provided (i) such
Indebtedness (A) shall be unsecured and subordinated to the Obligations of
Borrower hereunder on terms and conditions substantially the same as (and
no less favorable to Lenders than) those applicable to the Senior
Subordinated Notes and such terms and conditions shall be otherwise
reasonably satisfactory to Co-Agents and (B) shall be on substantially the
same terms and conditions as set forth in the term sheet which is attached
hereto as Exhibit M and such other terms and conditions as shall be
reasonably satisfactory to Co-Agents, (ii) Borrower and its Subsidiaries
shall be in compliance with Section 6.6 after giving effect to the proposed
issuance of the Floating Rate Subordinated Notes 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), (iii) the terms and
conditions of the Floating Rate Subordinated Note Agreement shall be
substantially the same as (and no less favorable to Lenders than) those of
the Senior Subordinated Note Indenture and
5
such terms and conditions shall be otherwise reasonably acceptable to
Co-Agents, (iv) the Net Floating Rate Notes Proceeds shall be used to make
Permitted Acquisitions over a 90-day period from the date of each issuance
of Floating Rate Subordinated Notes; provided to the extent that Borrower
does not make Permitted Acquisitions as permitted during such 90-day
period, Borrower shall make the mandatory prepayments required pursuant to
the last sentence of Section 2.12(d)(iii), (v) no Default or Event of
Default shall have occurred or be continuing or would result from any such
issuance, (vi) Borrower shall provide Co-Agents with no less than five
Business Days' prior written notice of each proposed issuance of Floating
Rate Subordinated Notes, which notice may be included in the draft proposed
acquisition Compliance Certificate required to be delivered pursuant to
clause (v) of the definition of Permitted Acquisition, and such notice
shall set forth (A) the aggregate outstanding principal amount of Floating
Rate Subordinated Notes, after giving effect to such proposed issuance, and
(B) if such notice is included in a draft proposed acquisition Compliance
Certificate, the amount of Net Floating Rate Notes Proceeds to be used to
finance such proposed acquisition, as well any other source of financing
for such proposed acquisition, (vii) commencing no less than ten Business
Days in advance of each proposed issuance of Floating Rate Subordinated
Notes, Borrower shall provide Co-Agents with drafts of all proposed
Floating Rate Subordinated Note Related Documents not previously provided
to Co-Agents and information in connection with such proposed issuance, and
each such proposed Floating Rate Subordinated Note Related Document shall
be in form and substance reasonably satisfactory to Co-Agents and (viii)
Borrower shall deliver to Co-Agents execution copies of each Floating Rate
Subordinated Note Related Document and all exhibits and schedules thereto
prior to or as of the date of execution thereof (including, without
limitation, copies of any opinions of counsel delivered to the parties in
connection with such transaction, accompanied by a letter from each such
counsel authorizing Lenders to rely upon such opinion to the same extent as
though it were addressed to Lenders, except in the case of any such legal
opinion rendered by counsel to any Person other than a Credit Party to the
extent such counsel has refused to deliver such a letter on the basis that
it is inconsistent with such counsel's internal policies);"
(20) Section 6.4(a)(ii) of the Credit Agreement is hereby amended in
its entirety as follows:
"(ii) Borrower may make regularly scheduled payments of
interest (which may include the payment of interest in additional notes in
lieu of cash) in respect of the Senior Subordinated Notes, the Additional
Senior Subordinated Notes and the Floating Rate Subordinated Notes in
accordance with the terms of, and only to the extent required by, and
subject to the subordination provisions contained in, each of the Senior
Subordinated Note Indenture, the Additional Senior Subordinated Note
Indenture and the Floating Rate Subordinated Note Agreement, as each such
Indenture or Agreement may be amended from time to time to the extent
permitted under Section 6.13;"
6
(21) Section 6.4(a)(x) is hereby amended by replacing the "$50,000,000"
in clause (A) thereof with "the greater of (1) $50,000,000 and (2) the amount
required to (x) make all mandatory prepayments of Revolving Loans required
pursuant to Section 2.12(d)(ii)(A) and (y) redeem in full the outstanding
aggregate principal amount of Floating Rate Subordinated Notes, together with
all accrued and unpaid interest thereon".
(22) Section 6.4(a) is hereby amended by (i) deleting the word "and" at
the end of clauses (ix) and (xii) thereof, (ii) replacing the period at the end
of clause (xiii) thereof with "; and" and (iii) inserting the following as new
clause (xiv) thereof:
"(xiv) Borrower may use Net Additional Proceeds to redeem the
outstanding Floating Rate Subordinated Notes in an aggregate principal
amount of up to $50,000,000, plus the principal amount of any additional
Floating Rate Subordinated Notes issued as interest in the manner set forth
in the term sheet which is attached hereto as Exhibit M, together with any
accrued and unpaid cash interest thereon, provided that immediately prior
thereto Borrower shall have made all mandatory prepayments of Revolving
Loans required pursuant to Section 2.12(d)(ii)(A) in connection with such
issuance of Additional Senior Subordinated Notes and Borrower shall have
also made any prepayments required pursuant to Section 2.12(d)(iii) in
connection with any issuance of Floating Rate Subordinated Notes."
(23) Section 6.7(f) of the Credit Agreement is hereby amended by
replacing "then the consideration for all such acquisitions" in clauses (i) and
(ii) thereof with "then the cash consideration paid for all such acquisitions".
(24) Section 6.7(f)(iii) of the Credit Agreement is hereby amended in
its entirety as follows:
"(iii) in any fiscal year after 1999, the aggregate
consideration for all acquisitions in such fiscal year shall constitute no
more than an amount equal to the sum of (A) $25,000,000, (B) an amount
equal to the Net Floating Rate Notes Proceeds in connection with any
issuance of Floating Rate Subordinated Notes during such fiscal year, (C)
an amount equal to the Net Additional Proceeds in connection with any
issuance of Additional Senior Subordinated Notes during such fiscal year
less an amount equal to the sum of (x) the amount of any repayment of
Permitted Sponsor Subordinated Debt made with such proceeds during such
fiscal year and (y) an amount equal to the aggregate Net Floating Rate
Notes Proceeds in connection with any issuance of Floating Rate
Subordinated Notes, (D) an amount equal to the net proceeds of any New
Tranche B Term Loans made to Borrower during such fiscal year, (E) an
amount equal to the net proceeds of any Permitted Sponsor Subordinated Debt
issued to Borrower or
7
Holdings during such fiscal year and (F) an amount equal to the Preferred
Stock Proceeds in connection with any issuance of Holdings Preferred Stock
during such fiscal year less the amount of any repayment of Permitted
Sponsor Subordinated Debt made with such proceeds during such fiscal year,
and"
(25) Section 6.13(c) of the Credit Agreement is hereby amended in its
entirety as follows:
"(c) Borrower shall not designate any Indebtedness as
"DESIGNATED SENIOR INDEBTEDNESS" or its equivalent (as defined or used in
the Senior Subordinated Note Indenture, the Additional Senior Subordinated
Note Indenture or the Floating Rate Subordinated Note Agreement) for
purposes of any of the Senior Subordinated Note Agreement, the Additional
Senior Subordinated Note Indenture or the Floating Rate Subordinated Note
Agreement, in any such case, without the prior written consent of Requisite
Lenders."
(26) Section 6.15 of the Credit Agreement is hereby amended by
inserting the following in the parenthetical phrase in clause (e) thereof ", any
Floating Rate Subordinated Note Related Documents" before the words "and any
Additional Senior Subordinated Note Related Documents".
(a) The Credit Agreement is hereby amended by adding the term sheet
which is attached hereto as Annex A as Exhibit M to the Credit Agreement.
2. Effectiveness. This Amendment shall not be effective until such time
as (a) the Credit Parties, Administrative Agent, Issuing Bank and as many
Lenders as may be necessary to comprise the Third Amendment Requisite Lenders
(as hereafter defined) shall have indicated their consent by the execution and
delivery of the signature pages hereof to Administrative Agent and (b) Borrower
shall have paid all accrued costs, fees and expenses of each Agent in connection
with this Amendment, including, without limitation, all accrued fees and
expenses of counsel to Agents. The "Third Amendment Requisite Lenders" shall
mean the following Lenders: (i) Requisite Lenders and (ii) Requisite Class
Lenders having more than 50% of the sum of the aggregate Revolving Exposure and
the aggregate Tranche A Term Loan Exposure of all Lenders.
3. Representations and Warranties of Each Credit Party. Each Credit
Party hereby represents and warrants to the Administrative Agent and the Lenders
that:
(1) the execution, delivery and performance of this Amendment 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
the consummation of the transactions contemplated by this Amendment do not and
will not (a) 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, (b)
8
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), (c)
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 (d)
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;
(2) this Amendment 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;
(3) on or as of the date hereof, and both before and after giving
effect to this Amendment and the transactions contemplated hereunder, no Default
or Event of Default has occurred and is continuing; and
(4) 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.
4. 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.
5. Status of Credit Documents. This Amendment is limited solely for the
purposes and to the extent expressly set forth herein, and, except as expressly
modified hereby, 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.
6. Counterparts. This Amendment may be executed in any number of
counterparts all of which, taken together, shall constitute one Amendment. In
making proof of this Amendment, it shall only be necessary to produce the
counterpart executed and delivered by the party to be charged.
9
7. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS 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 (INCLUDING SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES THEREOF.
10
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment and Consent to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first written above.
MUZAK LLC
By:_____________________________
Name:___________________________
Title:____________________________
S-1
CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative Agent and a Lender
By:_____________________________
Name:___________________________
Title:____________________________
S-2
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Syndication Agent and a Lender
By:_____________________________
Name:___________________________
Title:____________________________
S-3
BANKBOSTON, N.A., as Issuing Bank
and a Lender
By:_____________________________
Name:___________________________
Title:____________________________
S-4
MAGNETITE ASSET INVESTORS LLC
By:_____________________________
Name:___________________________
Title:____________________________
S-5
COAST BUSINESS CREDIT, a division of
SOUTHERN PACIFIC BANK
By:_____________________________
Name:___________________________
Title:____________________________
S-6
KZH CNC LLC
By:_____________________________
Name:___________________________
Title:____________________________
S-7
NORTH AMERICAN SENIOR FLOATING RATE
FUND
By: CypressTree Investment
Management Company, Inc. as
Portfolio Manager
By:_____________________________
Name:___________________________
Title:____________________________
S-8
CYPRESSTREE SENIOR FLOATING RATE
FUND
By: CypressTree Investment
Management Company, Inc. as
Portfolio Manager
By:_____________________________
Name:___________________________
Title:____________________________
S-9
KZH CYPRESSTREE-1 LLC
By:_____________________________
Name:___________________________
Title:____________________________
S-10
CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment Management
Company, Inc. its Managing Member
By:_____________________________
Name:___________________________
Title:____________________________
S-11
CYPRESSTREE INVESTMENT PARTNERS I,
LTD.
By: CypressTree Investment
Management Company, Inc. as
Portfolio Manager
By:_____________________________
Name:___________________________
Title:____________________________
S-12
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CypressTree Investment
Management Company, Inc. its
Managing Member
By:_____________________________
Name:___________________________
Title:____________________________
S-13
CYPRESSTREE INVESTMENT MANAGEMENT
COMPANY, INC.
As: Attorney-in-Fact and on behalf
of First Allmerica Financial Life
Insurance Company as Portfolio
Manager
By:_____________________________
Name:___________________________
Title:____________________________
S-14
FREMONT INVESTMENT & LOAN
By:_____________________________
Name:___________________________
Title:____________________________
S-15
MERRILL LYNCH SENIOR FLOATING RATE
FUND, INC.
By:_____________________________
Name:___________________________
Title:____________________________
S-16
MERRILL LYNCH SENIOR FLOATING RATE
FUND II, INC.
By:_____________________________
Name:___________________________
Title:____________________________
S-17
MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Asset Management,
L.P., as Investment Advisor
By:_____________________________
Name:___________________________
Title:____________________________
S-18
WINGED FOOT FUNDING TRUST
By:_____________________________
Name:___________________________
Title:____________________________
S-19
NEW YORK LIFE INSURANCE COMPANY
By:_____________________________
Name:___________________________
Title:____________________________
S-20
SANKATY ADVISORS, INC., as
Collateral Manager for GREAT POINT
CLO 1999-1 LTD.
By:_____________________________
Name:___________________________
Title:____________________________
S-21
SAWGRASS TRADING LLC
By:_____________________________
Name:___________________________
Title:____________________________
S-22
SRF TRADING, INC.
By:_____________________________
Name:___________________________
Title:____________________________
S-23
STEIN, ROE AND FARNHAM CLO I
By:_____________________________
Name:___________________________
Title:____________________________
S-24
THE TORONTO-DOMINION BANK
By:_____________________________
Name:___________________________
Title:____________________________
S-25
VAN KAMPEN PRIME RATE INCOME TRUST
By:_____________________________
Name:___________________________
Title:____________________________
S-26
By signing below, the Guarantors (w) ratify and reaffirm the Credit Documents to
which they are a party, (x) acknowledge this Amendment 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 AUDIO ENVIRONMENTS, INC.
By:_____________________________ By:__________________________
Name:___________________________ Name:_______________________
Title:____________________________ Title:________________________
MUZAK CAPITAL CORPORATION BACKGROUND MUSIC
BROADCASTERS, INC.
By:_____________________________
Name:___________________________ By:__________________________
Title:____________________________ Name:_______________________
Title:________________________
MLP ENVIRONMENTAL MUSIC, LLC
By:_____________________________
Name:___________________________
Title:____________________________
ELECTRO-SYSTEMS CORPORATION
By:_____________________________
Name:___________________________
Title:____________________________
BUSINESS SOUND, INC.
By:_____________________________
Name:___________________________
Title:____________________________
BI ACQUISITION, LLC
By:_____________________________
Name:___________________________
Title:____________________________
S-27