SECOND FORBEARANCE AGREEMENT; AND SECOND AMENDMENT TO THE CREDIT AGREEMENT

 

date and aggregate face amount of Letters of Credit were as follows (such amounts, in the aggregate, the “ Existing Principal and Letters of Credit ”):

 

Term Loans:		$	246,250,000.00
Revolving Credit Loans:		$	628,236,586.13
Swing Line Loans:		$	0
Letters of Credit:		$	10,184,203.00

 

The Borrower and each other Credit Party acknowledge and agree that as of July 28, 2009, the aggregate amount of accrued and unpaid interest on the Term Loans, Revolving Credit Loans and Swing Line Loans is $2,363,635.11 (the “ Existing Interest ”), the aggregate amount of accrued and unpaid commitment fees payable pursuant to Section 2.09(a) of the Credit Agreement is $26,656.31 (the “ Existing Commitment Fees ”), the aggregate amount of accrued and unpaid letter of credit fees payable pursuant to Section 2.03(h) of the Credit Agreement is $34,371.70 (the “ Existing LC Fees ”) and the aggregate amount of accrued and unpaid letter of credit fronting fees payable pursuant to Section 2.03(i) of the Credit Agreement is $2,150.16 (the “ Existing LC Fronting Fees ” and, together with the Existing Principal and Letters of Credit, the Existing Interest, the Existing Commitment Fees and the Existing LC Fees, the “ Outstanding Indebtedness ”).  The foregoing amounts do not include other fees, expenses and other amounts which are chargeable or otherwise reimbursable under the Credit Agreement and the other Loan Documents.  None of the Borrower or the other Credit Parties has any rights of offset, defenses, claims or counterclaims with respect to any of the Obligations and each of the Loan Parties are jointly and severally obligated with respect thereto (and each of the Holding Companies are jointly and severally obligated with respect thereto), in each case in accordance with the terms of the applicable Loan Documents.

 

(b)             Acknowledgement of Pre-Forbearance Defaults .  The Borrower and each other Credit Party acknowledge and agree that (i) each Pre-Forbearance Default constitutes an Event of Default that has occurred and is continuing as of the Second Forbearance Effective Date and (ii) the existence of the Pre-Forbearance Defaults permits the Administrative Agent, either itself or at the request of the Required Lenders, to, among other things, (A) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitment and obligation shall be terminated, (B) accelerate all or any portion of the Obligations and (C) subject to the limitations described in Section 2 below, exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law (including in any event rights and remedies (including enforcement and collection actions) under the Loan Documents against the Borrower or any of the Collateral or other property owned by the Borrower, which are not subject to the limitations in Section 2 below).

 

SECTION 2.                                 Forbearance; Forbearance Default Rights and Remedies .

 

(a)              The Forbearance .  Effective as of the Second Forbearance Effective Date, each of the Administrative Agent and each Lender agrees that (i) until the Holding Company Forbearance Termination Date (as defined below), it will forbear from exercising its rights and remedies (including enforcement and collection actions) under the Loan Documents against the Holding Companies or any of the Collateral or other property owned by the Holding Companies (including, without limitation, via set-off or recoupment) solely with respect to the Specified Defaults, and (ii) until the Other Credit Party Forbearance Termination Date (as defined below), it will forbear from exercising its rights and remedies (including enforcement and collection actions) under the Loan

 

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Documents against each Credit Party (other than the Debtor Credit Parties) or any of the Collateral or other property owned by such Credit Parties (including, without limitation, via set-off or recoupment) solely with respect to the Specified Defaults.  The Borrower and each other Credit Party acknowledge and agree that (x) each Specified Default that has occurred or may occur and be continuing during an Applicable Forbearance Period constitutes (in the case of the Pre-Forbearance Defaults) or would constitute (in the case of other Specified Defaults) a Default or an Event of Default upon which action could be taken under the Loan Documents against each Credit Party (other than the Borrower, as to which the provisions of Section 1(b) apply) or any of the Collateral or other property owned by such Credit Parties but for the forbearance described in the preceding sentence, and (y) the Administrative Agent and the Lenders shall not be delayed, prohibited or otherwise stayed on and after the Other Credit Party Forbearance Termination Date from taking an action or exercising any rights against the Credit Parties or their respective assets (other than the Debtor Credit Parties or their respective assets) as a result of the commencement of the Borrower Chapter 11 Case, the Holding Company Chapter 11 Cases or the Other Chapter 11 Cases prior to the Other Credit Party Forbearance Termination Date.  To the extent necessary, each of the Borrower and each Holding Company hereby grants to the Administrative Agent and the Lenders a limited waiver of the automatic stay imposed by Section 362 of the Bankruptcy Code (to the extent applicable in the Borrower Chapter 11 Case, the Holdings Chapter 11 Cases or the Other Chapter 11 Cases, as the case may be) solely to give effect to clause (y) of the preceding sentence.

 

(b)             Effect of Forbearance Termination .  From and after the Applicable Forbearance Termination Date (as hereinafter defined), the agreement of each Lender and the Administrative Agent hereunder to forbear as set forth in Section 2(a) shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which are hereby waived by the Borrower and each other Credit Party.  The Borrower and each other Credit Party hereby agree that (i) the Administrative Agent, either itself or at the direction of the Required Lenders, may at any time, or from time to time, in its (or their) sole and absolute discretion, exercise against the Borrower (and its properties) any and all of their rights, remedies, powers and privileges under any or all of the Credit Agreement, any other Loan Document, applicable law and/or equity, all of which rights, remedies, powers and privileges are fully reserved by each Lender and the Administrative Agent, (ii) from and after the Holding Company Forbearance Termination Date (after the giving of any required notice and the lapse of any grace period applicable in the determination thereof), the Administrative Agent, either itself or at the direction of the Required Lenders, may at any time, or from time to time, in its (or their) sole and absolute discretion, exercise against the Holding Companies (and their properties) any and all of their rights, remedies, powers and privileges under any or all of the Credit Agreement, any other Loan Document, applicable law and/or equity, all of which rights, remedies, powers and privileges are fully reserved by each Lender and the Administrative Agent, and (iii) from and after the Other Credit Party Forbearance Termination Date (after the giving of any required notice and the lapse of any grace period applicable in the determination thereof), the Administrative Agent, either itself or at the direction of the Required Lenders, may at any time, or from time to time, in its (or their) sole and absolute discretion, exercise against any Credit Party (and its properties) any and all of their rights, remedies, powers and privileges under any or all of the Credit Agreement, any other Loan Document, applicable law and/or equity, all of which rights, remedies, powers and privileges are fully reserved by each Lender and the Administrative Agent.

 

(c)              Limitation on Forbearance Extension .  Except as set forth herein, none of the Lenders or the Administrative Agent shall have any obligation to extend an Applicable Forbearance Period, or enter into any other waiver, forbearance or amendment, and the Lenders’ and the Administrative Agent’s agreement to permit any such extension, or enter into any other waiver, forbearance or amendment shall be subject to the sole discretion of the Required Lenders (or, if

 

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required by Section 10.01 of the Credit Agreement, each Lender and each applicable Class of Lenders required thereby).  Any agreement by any Lender or the Administrative Agent to extend an Applicable Forbearance Period, if any, or enter into any other waiver, forbearance or amendment, must be set forth in writing and signed by a duly authorized signatory of the Administrative Agent and the Required Lenders (or, if required by Section 10.01 of the Credit Agreement, each Lender and each applicable Class of Lenders required thereby).  The Borrower and the other Credit Parties each acknowledge that the Lenders and the Administrative Agent have not made any assurances concerning any possibility of an extension of an Applicable Forbearance Period or the entering into of any waiver, forbearance or amendment.

 

(d)             Limitations on Additional Extensions of Credit .  The Borrower and the other Credit Parties each acknowledge and agree that (i) no additional Loans or other financial accommodation under the Credit Agreement shall be made by the Lenders (including the L/C Issuers) to the Borrower other than during the period commencing on the Second Forbearance Effective Date and ending on the earlier of the Holding Company Forbearance Termination Date and July 31, 2009, the renewal, extension or amendment of Letters of Credit; provided that the aggregate Revolving Credit Exposure of the Revolving Credit Lenders and the L/C Obligations of the Borrower shall not increase after giving effect to such renewal, extension or amendment as provided above and (ii) all L/C Obligations shall be Cash Collateralized (in an amount equal to the then Outstanding Amount of such L/C Obligations) in the manner contemplated by Section 2.03(g) of the Credit Agreement (but without regard to whether such Cash Collateralization is expressly required by such Section) pursuant to the LC Cash Collateral Agreement. In connection with any financial accommodations incurred or extended pursuant to the Credit Agreement as permitted by clause (i) of the preceding sentence, the conditions specified in Section 4.02 of the Credit Agreement shall be required to be satisfied; provided that solely for such purposes (x) any representations and warranties (i) pursuant to Section 5.05(b) of the Credit Agreement shall not be required to be made and (ii) pursuant to Section 5.07 of the Credit Agreement shall be deemed modified so that the representation excludes the effects of defaults under the Existing Notes Indentures solely as a result of the existence of one or more Specified Defaults, (y) no Specified Default shall be deemed to constitute a Default or Event of Default for purposes of the representation and warranty contained in the second sentence of Section 5.07 of the Credit Agreement, and (z) no Specified Default shall be deemed to constitute a Default or Event of Default (the items included in (x), (y) and (z), the “ Permitted Exceptions ”).

 

(e)              Certain Definitions .  As used in this Second Forbearance Agreement, the following terms shall have the meanings set forth below:

 

“ Amended and Restated Credit Agreement ” means, collectively, the amendment and restatement of the Credit Agreement and certain other Loan Documents on the terms and conditions contemplated by the Plan.

 

“ Applicable Forbearance Period ” means (i) with respect to each Holding Company, the Holding Company Forbearance Period, and (ii) with respect to each Credit Party (other than the Debtor Credit Parties), the Other Credit Party Forbearance Period.

 

“ Applicable Forbearance Termination Date ” means (i) with respect to each Holding Company and the Holding Company Forbearance Period, the Holding Company Forbearance Termination Date, and (ii) with respect to each Credit Party (other than the Debtor Credit Parties) and the Other Credit Party Forbearance Period, the Other Credit Party Forbearance Termination Date.

 

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“ Bankruptcy Code ” means United States Code entitled “Bankruptcy”, as now and/or hereinafter effect or any successor thereto.

 

“ Borrower Chapter 11 Case ” means the case to be, or thereafter that has been, commenced by the Borrower under chapter 11 of the Bankruptcy Code.

 

“ Cash Collateral Stipulation ” means the Interim Cash Collateral Stipulation and/or the Final Cash Collateral Stipulation, as the context may require.

 

“ Chapter 11 Cases ” means the Borrower Chapter 11 Case and the Holding Company Chapter 11 Cases.

 

“ CMBS Subsidiary Chapter 11 Case ” means the case to be, or thereafter that has been, commenced by each of the CMBS Subsidiaries under chapter 11 of the Bankruptcy Code.

 

“ Confirmation Order ” means the confirmation order in the Chapter 11 Cases confirming the Plan in form and substance satisfactory to the Requisite Lenders.

 

“ Debtor Credit Parties ” means the Borrower, the Holding Companies and, on and after the commencement of the Other Chapter 11 Cases, River Central and Tropicana Station.

 

“ Existing Notes Indentures ” means, collectively, the Existing Senior Notes Indentures and the Existing Senior Subordinated Notes Indentures.

 

“ Final Cash Collateral Stipulation ” means the final order for, inter alia , use of cash collateral, adequate protection and post-petition debtor-in-possession financing in the form of the Interim Cash Collateral Stipulation (with such technical modifications thereto to reflect its “final order” status), as the same may be amended or modified from time to time with the consent of the Borrower and the Required Lenders.

 

“ Forbearance Default ” means (i) the occurrence of any Event of Default (including, without limitation, the failure to pay accrued but unpaid interest on the Loans and scheduled repayments of the Term Loans when and as due but excluding the Specified Defaults), or (ii) any representation, warranty or certification made or deemed made by the Borrower or any other Credit Party in connection with this Second Forbearance Agreement (other than the Permitted Exceptions) shall be false in any material respect on the date as of which made or deemed made.

 

“ Holding Company Forbearance Period ” means the period beginning on the Second Forbearance Effective Date and ending on the earliest to occur of (i) the Other Credit Party Forbearance Termination Date, (ii) the commencement of the Borrower Chapter 11 Case, (iii) the trustee, agent or any of the holders of the Existing Notes or any other Junior Financing commence an involuntary bankruptcy proceeding against the Borrower, and (iv) the commencement of the Holding Company Chapter 11 Cases (the earliest to occur of clauses (i), (ii), (iii) or (iv) being the “ Holding Company Forbearance Termination Date ”).

 

“ Holding Company Forbearance Termination Date ” has the meaning provided in the definition of Holding Company Forbearance Period.

 

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“ Holding Company Chapter 11 Cases ” means the cases to be, or thereafter that has been, commenced by the Holding Companies under chapter 11 of Bankruptcy Code.

 

“ Interim Cash Collateral Stipulation ” means the interim order for, inter alia , use of cash collateral, adequate protection and post-petition debtor-in-possession financing in the form of Exhibit E hereto, as the same may be amended or modified from time to time with the consent of the Borrower and the Required Lenders.

 

“ Non-Funding Lender ” means each Revolving Credit Lender that failed to fund Revolving Credit Loans requested by the Borrower pursuant to that certain Committed Loan Notice, dated December 18, 2008, in respect of a Revolving Credit Borrowing aggregating $11,579,210.90.

 

“ Other Chapter 11 Cases ” means the cases to be, or thereafter that has been, commenced by each of River Central and Tropicana Station under chapter 11 of the Bankruptcy Code.

 

“ Other Credit Party Forbearance Period ” means the period beginning on the Second Forbearance Effective Date and ending on the earliest to occur of:

 

(i)                                      any Forbearance Default;

 

(ii)                                   the Administrative Agent’s receipt from the Borrower of a Payment Notice or the making of any payment (including interest) on the Existing Notes or any other Junior Financing by the Loan Parties, any of their Subsidiaries or the Permitted Holders;

 

(iii)                                any Credit Party shall make any payment to or for the benefit of the trustee, agent or any of the holders of the Existing Notes under any Existing Notes Indentures in the form of a consent fee, waiver fee or forbearance fee, or otherwise (other than (x) fees and expenses payable to legal and financial advisors which the Borrower is contractually obligated to reimburse as of the Second Forbearance Effective Date and (y) trustee and similar fees and expenses payable to the trustee under each Existing Notes Indenture (in its capacity as such) in accordance with the terms of the Existing Notes Indentures), without the express written consent of the Required Lenders;

 

(iv)                               the trustee, agent or any of the holders of the Existing Notes or any other Junior Financing commence an involuntary bankruptcy proceeding against the Borrower which is neither dismissed nor converted to a voluntary chapter 11 proceeding of the Borrower prior to the earlier of (i) entry of an order for relief in such involuntary proceeding and (ii) the 60th day after the date of filing of the involuntary petition;

 

(v)                                  11:59 p.m. (New York City time) on July 31, 2009, unless the Petition Filing Date shall have occurred at or prior to such time;

 

(vi)                               11:59 p.m. (New York City time) on January 31, 2010, unless the Plan and the Confirmation Order shall have become effective at or prior to such time (such time of effectiveness, the “ Plan Effective Time ”);

 

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(vii)                            any amendments or modifications to the Plan or the Confirmation Order having been made after the Plan Effective Date (other than technical modifications that are not adverse to the interests of the Lenders) without the consent of the Required Lenders (or, to the extent required by the Bankruptcy Code, Bankruptcy Rules or other applicable law, the Requisite Lenders);

 

(viii)                         the earlier of (a) 10 days following the Plan Effective Time and (b) February 10, 2010, unless the restructuring transactions contemplated by the Plan (including the entering into of the Amended and Restated Credit Agreement) shall have been consummated on the terms and conditions provided in the Plan;

 

(ix)                                 11:59 p.m. (New York City time) on the sixth Business Day following the Petition Filing Date, unless the Interim Cash Collateral Stipulation shall have been entered by the applicable bankruptcy court on an “interim order” basis at or prior to such time;

 

(x)                                    11:59 p.m. (New York City time) on the 30th day following the Cash Collateral Stipulation Effective Date for the Interim Cash Collateral Stipulation (or such later date as shall be acceptable to the Administrative Agent in its sole discretion), unless the Final Cash Collateral Stipulation shall have been entered by the applicable bankruptcy court on an “final order” basis at or prior to such time;

 

(xi)                                 the occurrence of any Event of Default under, and as defined in, the Cash Collateral Stipulation;

 

(xii)                              amendments, modifications, alterations, rejections and/or terminations to or of the Master Lease and/or any Casino Sublease that, when taken as a whole, are adverse to the interests of the Lenders in any material respect (as determined by the Required Lenders), unless otherwise consented to by the Required Lenders;

 

(xiii)                           the Debtors (as defined in the Cash Collateral Stipulation) shall propose any plan of reorganization which fails to provide for treatment consistent with the Plan or solicit ballots for any such plan, or the Debtors (as so defined) shall take any action in support of such a plan; and

 

(xiv)                          fifteen (15) Business Days after delivery of written notice by the Administrative Agent (acting at the direction of Required Lenders (determined for this purpose only as if the reference to 50% in the definition thereof were instead 66-2/3%)) to any Loan Party of the occurrence of a Material Adverse Effect in respect of the Guarantors, taken as a whole.

 

“ Other Credit Party Forbearance Termination Date ” means the first to occur of the times or events described in clauses (i) through (xiv) in the definition of Other Credit Party Forbearance Period.

 

“ Payment Notice ” has the meaning provided in Section 4(g).

 

“ Permitted Exceptions ” has the meaning provided in Section 2(d).

 

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“ Petition Filing Date ” means the date upon which the Borrower’s Chapter 11 Case, the Holding Company Chapter 11 Cases and the CMBS Subsidiary Chapter 11 Cases are commenced by the filing of a voluntary petition or the voluntary conversion of an involuntary bankruptcy petition.

 

“ Plan ” means a chapter 11 plan of reorganization in form and substance satisfactory to the Requisite Lenders filed with the applicable bankruptcy court in the Chapter 11 Cases.

 

“ Plan Effective Time ” has the meaning provided in the definition of “Other Credit Party Forbearance Period”.

 

“ Pre-Forbearance Default ” means any Event of Default described in items (i), (iii) and (vi) of Exhibit B hereto.

 

“ Requisite Lenders ” means, as of any date of determination, Lenders (i) which hold at least 66-2/3% of the sum of (x) the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition) on such date and (y) the aggregate unused Revolving Credit Commitments (if any) on such date, in each case that vote in connection with the approval of the Amended and Restated Credit Agreement and the Plan in the Chapter 11 Cases and (ii) represent more than 50% in number of the Lenders that vote in connection with the approval of Amended and Restated Credit Agreement and the Plan in the Chapter 11 Cases.

 

“ River Central ” means River Central, LLC, a limited liability company organized under the laws of Nevada and an Immaterial Subsidiary of the Borrower.

 

“ Second Forbearance Effective Date ” has the meaning provided in Section 17.

 

“ Specified Default ” means any Event of Default described on Exhibit B hereto.

 

“ Tropicana Station ” means Tropicana Station, LLC, a limited liability company organized under the laws of Nevada and an Immaterial Subsidiary of the Borrower.

 

SECTION 3.                                 Amendments and Consents to Credit Agreement .  Effective as of and for the period commencing on the Second Forbearance Effective Date, the following provisions of the Credit Agreement shall be modified as set forth below (which modifications are in addition to those amendments, modifications and waivers contained in the First Forbearance Agreement and this Second Forbearance Agreement, which shall remain in full force and effect).  For the avoidance of doubt, the Credit Agreement shall remain modified as set forth in this Section 3 after each Applicable Forbearance Termination Date, and the modifications in this Section 3 shall not operate as a waiver of any Default or Event of Default.

 

(a)              Amendments to Section 1.01 .  (i) The definition of “ Cash Collateral Stipulation ” is amended by inserting the word “Second” immediately prior to the text “Forbearance Agreement”.

 

(ii)                                   The definition of “ CAO Certification ” is amended by deleting the text “Potential Specified Defaults (as defined in the Forbearance” therein and inserting the text “Specified Defaults (as defined in the Second Forbearance” in lieu thereof.

 

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(iii)                                The definition of “ Immaterial Subsidiaries ” is amended by inserting the following text immediately prior to the period (“.”) at the end of said definition:

 

“ provided , further , that in no event shall Past Enterprises constitute (or be permitted to be designated as) an Immaterial Subsidiary for purposes of this Agreement or any other Loan Document.”.

 

(iv)                               The definition of “ Loan Document ” is amended by deleting the text “and the Forbearance Agreement” and inserting the text “, the Forbearance Agreement, the Second Forbearance Agreement and the LC Cash Collateral Agreement” in lieu thereof.

 

(v)                                  The following new definitions are hereby added in the appropriate alphabetical order:

 

“ Borrower Forbearance Termination Date ” has the meaning assigned to that term in the Forbearance Agreement. It is understood and agreed that the “Borrower Forbearance Termination Date” occurred on May 29, 2009.

 

“ Cash Collateral Stipulation Effective Date ” means the date of the entry of the Interim Cash Collateral Stipulation or the Final Cash Collateral Stipulation, as the context may require, by the appropriate bankruptcy court.

 

“ LC Cash Collateral Agreement ” means that certain Cash Collateral Agreement, dated as of March 2, 2009, by and among the Borrower, the Administrative Agent and Deutsche Bank Trust Company Americas, as Account Custodian.

 

“ Past Enterprises ” means Past Enterprises, Inc., an Arizona corporation.

 

“ Petition Filing Date ” has the meaning assigned to that term in the Second Forbearance Agreement.

 

“ Second Forbearance Agreement ” means the Second Forbearance Agreement; and Second Amendment to the Credit Agreement, dated as of July 28, 2009, by and among the Borrower, the Holding Companies, the other Loan Parties, the Lenders party thereto and the Administrative Agent.

 

“ Second Forbearance Effective Date ” has the meaning assigned to that term in the Second Forbearance Agreement.

 

(b)             Amendments to Section 2.05 .  (i) Section 2.05(a) is amended by deleting clause (iv) thereof and inserting the following new clause (iv) in lieu thereof:

 

“(iv)           It is understood and agreed that (x) for all periods from and after the Forbearance Effective Date and prior to the Second Forbearance Effective Date, the application of prepayments as provided in Section 2.05(a) shall be subject to the express requirements of Section 4(b) of the Forbearance Agreement and, in the event of any conflict or inconsistency, the provisions of said Section 4(b) of the Forbearance Agreement shall control, and (y) for all periods from and after the Second Forbearance Effective Date and prior to the Holding Company Forbearance Termination Date, the application of prepayments as provided in Section 2.05(a) shall be subject to the express requirements of Section 4(b) of

 

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the Second Forbearance Agreement and, in the event of any conflict or inconsistency, the provisions of said Section 4(b) of the Second Forbearance Agreement shall control.”.

 

(ii)  Section 2.05(b)(iii) is amended by inserting the text “(other than the DIP Financing (as defined in the Cash Collateral Stipulation))” immediately following the word “Indebtedness” in said Section.

 

(c)              Amendment to Section 2.12 .  Section 2.12 is amended by deleting clause (h) of said Section in its entirety and inserting the following new clause (h) in lieu thereof:

 

“(h) Notwithstanding anything to the contrary contained above in this Section 2.12 or elsewhere in this Agreement, on and after the Cash Collateral Stipulation Effective Date, certain cash payments made by the Loan Parties to the Administrative Agent shall be applied in accordance with the terms of the Cash Collateral Stipulation as (and to the extent) required thereby.”.

 

(d)             Amendment to Section 8.01 .  Section 8.01 is amended by deleting subsection (p) at the end of said Section and inserting the following subsection (p) in lieu thereof:

 

“(p)  Second Forbearance Agreement . The Borrower or any Loan Party shall fail to comply with any term, covenant or condition contained in Section 2, 4, 5, 6, 8, 17 or 18 of the Second Forbearance Agreement ( with time being of the essence ); provided that, with respect to any default in the performance of or compliance with any term contained in paragraphs (c) and (d) of Section 4 of the Second Forbearance Agreement, such default shall not have been remedied or waived within five Business Days after notice of such default from the Administrative Agent.”.

 

(e)              Consent to Cash Collateral Stipulation and Amendment to LC Cash Collateral Agreement .  The Lenders hereby (i) consent to the terms of each Cash Collateral Stipulation and the transactions contemplated thereby (including, without limitation, the use of cash collateral and the post-petition debtor-in-possession financing contemplated thereby), subject to the approval by the Required Lenders of amendments and/or modifications to the same from time to time as contemplated by the definition of “Interim Cash Collateral Stipulation” or “Final Cash Collateral Stipulation”, as applicable, and (ii) consent to the amendment to the LC Cash Collateral Agreement in the form of Exhibit G hereto and authorize the Administrative Agent to enter into such am