Exhibit 10.25
EXECUTION COPY
FIRST AMENDMENT TO TCH SUBORDINATION AND INTERCREDITOR
AGREEMENT
Dated as of June 22, 2006
This FIRST AMENDMENT TO TCH
SUBORDINATION AND INTERCREDITOR AGREEMENT (this “
Amendment ”) is by and among TCH FUNDING CORP., a
Delaware corporation (“ TCH ”), AMERICAN CAPITAL
STRATEGIES, LTD. (“ ACS ”), AIG ANNUITY
INSURANCE COMPANY, AMERICAN GENERAL LIFE INSURANCE COMPANY, THE
VARIABLE ANNUITY LIFE INSURANCE COMPANY and AMERICAN GENERAL LIFE
AND ACCIDENT INSURANCE COMPANY (collectively, “ AIG
” and together with ACS, the “ Subordinated
Creditors ”) in favor of Credit Suisse, in its capacity
as administrative agent under the Senior Credit Agreement (as
hereinafter defined) (the “ Senior Administrative
Agent ”) and AMERICAN CAPITAL FINANCIAL SERVICES, INC.,
as agent under the Note Purchase Agreement (as hereinafter defined)
(“ ACFS ”). Capitalized terms used and not
defined herein shall have the meanings ascribed to such terms in
the Tensar Holdings Subordination and Intercreditor Agreement (as
hereinafter defined).
PRELIMINARY STATEMENTS:
A. In connection with the
transactions contemplated by the Lease/Purchase Facilities
Documents and the Second Lien Commodities Purchase Facility
Documents, TCH, ACS, AIG, the Senior Administrative Agent and ACFS
entered into the TCH Subordination and Intercreditor Agreement,
dated as of October 31, 2005 (as amended, supplemented or
otherwise modified from time to time, the “ TCH
Subordination and Intercreditor Agreement ”) and TCH,
Tensar Holdings and TCO entered into a Subordination and
Intercreditor Agreement, dated as of October 31, 2005 (as
amended, supplemented or otherwise modified from time to time, the
“ Tensar Holdings Subordination and Intercreditor
Agreement ”);
B. TCH, Tensar Holdings and TCO
have agreed to amend the Tensar Holdings Subordination and
Intercreditor Agreement to provide, among other things, for an
increase in the amount of “Senior Obligations” (as
defined therein); and
D. In connection with the
amendment of the Tensar Holdings Subordination and Intercreditor
Agreement, the Senior Administrative Agent requires that the
parties hereto enter into this Amendment.
1. Amendment
. Subject to the satisfaction of the conditions set forth in
Section 2 hereof, the definition of “Tensar Holdings
Subordination and Intercreditor Agreement” in Section 1
of the TCH Subordination and Intercreditor Agreement is hereby
amended to insert the words “as the same may be amen
