ACKNOWLEDGEMENT
Exhibit 10.22
ACKNOWLEDGEMENT
Each Lender executing a counterpart to this Acknowledgement hereby acknowledges that:
| (a) | the waivers contained in Sections 1(a) and 1(b) of the First Amendment and Waiver dated as of March 9, 2004 (the “First Amendment”) are effective with respect to charges resulting from the adverse judgment (the “Judgment”) described in the memorandum to the Muzak Lender Group, dated March 24, 2004, and the establishment of a reserve with respect thereto; and |
| (b) | no Default or Event of Default under Sections 7.1(a) and 7.1(c) of the Credit Agreement dated as of May 20, 2003 (the “Credit Agreement”), among MUZAK HOLDINGS LLC (“Holdings”), MUZAK LLC as Borrower (the “Borrower”), the lenders from time to time parties thereto (the “Lenders”), BEAR, STEARNS & CO. INC. and LEHMAN BROTHERS INC., as Joint Lead Arrangers, LEHMAN COMMERCIAL PAPER INC. and FLEET NATIONAL BANK, as Co-Syndication Agents, GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent and BEAR STEARNS CORPORATE LENDING INC., as Administrative Agent (“Administrative Agent”) shall occur as a result of charges relating to the Judgment or the establishment of any reserve relating thereto for purposes of the fiscal quarter ended December 31, 2003. |
The Lenders hereby acknowledge the above as of March 26, 2004.
[Signature pages follow]
Acknowledgement
| MUZAK LLC, as Borrower | ||
| By: /s/ Catherine Walsh | ||
| Name: Catherine Walsh Title: Treasurer | ||
| MUZAK HOLDINGS LLC | ||
| By: /s/ Catherine Walsh | ||
| Name: Catherine Walsh Title: Treasurer |
Acknowledgement
| BEAR STEARNS CORPORATE LENDING INC., as Administrative Agent and a Lender | ||
| By: /s/ Victor Bulzacchelli | ||
| Name: Victor Bulzacchelli Title: Authorized Agent |
Acknowledgement
| LEHMAN COMMERCIAL PAPER INC., as Lender | ||
| By: /s/ Frank P. Turner | ||
| Name: Frank P. Turner Title: Authorized Signatory |
Acknowledgement
| FLEET NATIONAL BANK, as Lender | ||
| By: /s/ Kay H. Campbell | ||
| Name: Kay H. Campbell Title: Director |
Acknowledgement
| GENERAL ELECTRIC CAPITAL CORPORATION, as Lender | ||
| By: | ||
| Name: Title: |
Acknowledgement
| CANPARTNERS INVESTMENTS IV, LLC, as Lender | ||
| By: /s/ Mitchell R Julis | ||
| Name: Mitchell R Julis Title: Authorized Member |
Acknowledgement
| CANYON CAPITAL CLO 2004-1 LTD., as Lender | ||
| By: /s/ Mitchell R Julis | ||
| Name: Mitchell R Julis Title: Managing Director |
Acknowledgement
