Exhibit 10.26
EXECUTION COPY
FIRST AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENT
Dated as of June 22, 2006
This FIRST AMENDMENT TO
SUBORDINATION AND INTERCREDITOR AGREEMENT (this “
Amendment ”) is among TCH FUNDING CORP. (“
TCH ”), TENSAR HOLDINGS, INC. (“ Tensar
Holdings ”) and TCO FUNDING CORP. (“ TCO
”).
PRELIMINARY STATEMENTS:
A. TCH, Tensar Holdings and TCO
entered into the Subordination and Intercreditor Agreement, dated
as of October 31, 2005 (as amended, supplemented or otherwise
modified from time to time, the “ Subordination and
Intercreditor Agreement ”); capitalized terms used and
not otherwise defined herein shall have the meanings ascribed to
such terms in the Subordination and Intercreditor Agreement and, if
note defined therein, in the First Lien Credit Agreement;
B. Tensar has requested that up
to $90,000,000 in additional financing obligations be provided
under Lease/Purchase Facilities Documents (such Lease/Purchase
Facilities Documents, as amended and restated, and as amended,
modified or otherwise supplemented from time to time, the “
Amended and Restated Lease/Purchase Facilities Documents
” and collectively with the Second Lien Commodities Purchase
Facility Documents, the “Amended Senior Documents
”); and
C. It is a condition precedent
to the effectiveness of the Amended Senior Documents that TCH,
Tensar Holdings and TCO enter into this Amendment.
1. Amendments
. Subject to the satisfaction of the conditions set forth in
Section 3 hereof:
(a) Section 1
of the Subordination and Intercreditor Agreement is hereby amended
to add the following new defined terms in appropriate alphabetical
order:
“
Amendment Effective Date ” shall mean June 22,
2006.
“
Luxco Commodities Purchase Agreement ” shall mean the
Luxco Murabaha Facility Agreement, dated as of the Amendment
Effective Date, among Tensar Holdings, Luxco, TCO Funding Corp.,
and Credit Suisse, as administrative agent, as the same may be
amended, supplemented or otherwise modified in accordance with the
terms thereof.
“
Luxco ” shall mean TTC Holdings S.àr.r.l., a
private limited liability company (société a
responsabilité limitée) registered with the
Luxembourg Register of Commerce and Companies.
(b) The
definition of “Leas
